EXHIBIT 10.35

                                 AMENDMENT
                                    TO
                              LOAN AGREEMENT


     THIS AMENDMENT TO LOAN AGREEMENT  ("Amendment") is made effective as of
October 18, 2001 (the "Effective Date") by and between SHONEY'S PROPERTIES
GROUP 5, LLC, a Delaware limited liability company ("Debtor"), and GE CAPITAL
FRANCHISE FINANCE CORPORATION, a Delaware corporation, successor by merger to
FFCA FUNDING CORPORATION ("FFC").

                           PRELIMINARY STATEMENT

     Debtor and FFC entered into that certain Loan Agreement dated as of
September 6, 2000 (the "Loan Agreement").

     The Loan Agreement provided for FFC to provide the Loans to Debtor for
the Premises, with each Loan to be evidenced by a Note and secured by a first
priority security interest in the corresponding Premises pursuant to a
Mortgage.

     This Amendment to Loan Agreement is being executed and delivered by
Debtor and FFC as a result of the payoff of all amounts owed by Debtor under
that certain Promissory Note dated as of September 6, 2000 executed by Debtor
in favor of FFC (the "Note") and the consequent release of the released
premises described on attached Exhibit A (the "Released Property") from the
provisions of the Loan Agreement between Debtor and FFC and all of the
related Loan Documents (as that term is defined in the Loan Agreement).  For
purposes of this Amendment, all capitalized terms used and not otherwise
defined herein shall have the meaning ascribed to such terms as are contained
in the Loan Agreement.

                                AGREEMENT

     In consideration of the mutual agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the Loan Agreement as
follows:

     1. DEFINITIONS.  All references to the Loan Agreement and the Loan
Documents referring to "FFCA", or any other definitions in the Loan Agreement
containing the term "FFCA" in all or part of its defined term, such as "FFCA
Entities", "FFCA Payments", etc., shall be amended to mean and refer to "FFC"
which means GE Capital Franchise Finance Corporation, a Delaware corporation,
and successor by merger to both FFCA Acquisition Corporation and FFCA Funding
Corporation.




                                    1


     2. DELETION; CONTINUING OBLIGATIONS.

     (i) On and after the Effective Date:  the Released Property shall be
deemed, and is hereby, deleted and removed as one of the Premises for all
purposes of the Loan Agreement; the Released Property shall be excluded from
the aggregate Fixed Charge Coverage Ratio requirement set forth in the Loan
Agreement and the Master Lease; the Released Property shall be excluded from
the definition of "Premises" as that term is defined and used in the Loan
Agreement and other Loan Documents; and other defined terms in the Loan
Agreement and other Loan documents shall be deemed modified to exclude the
corresponding information for the Released Property, as appropriate.

     (ii) Exhibit A to the Loan Agreement is hereby modified to delete the
address and FFC File Number for the Released Property.

     (iii)  Notwithstanding the deletion and removal of the Released Property
from the Loan Agreement, this Amendment and such deletion and removal shall
not surrender, relinquish, discharge or release and shall not be interpreted
or construed as modifying, amending, terminating, limiting or affecting in
any manner Debtor's obligations and liabilities to FFC and the other FFC
Entities which have accrued or arisen under the Loan Agreement with respect
to the Released Property prior to the Effective Date of this Amendment,
including, without limitation, the following (the "Debtor's Continuing
Obligations"):

          (a) the indemnification and hold harmless obligations of Debtor to
the Indemnified Parties, including, without limitation, FFC, set forth in the
Loan Agreement, including, without limitation, the provisions of Section 12
thereof;

          (b) Debtor's obligations and liabilities arising under the Loan
Agreement which have accrued as to the Released Property prior to the
Effective Date; and

          (c) the provisions of the Loan Agreement which the Loan Agreement
provides shall survive the expiration or termination thereof.

Debtor shall be obligated to pay and perform all of the Debtor's Continuing
Obligations in accordance with the corresponding terms and provisions of the
Loan Agreement.

     3. NO FURTHER AMENDMENTS.  Except as specifically modified, amended or
changed herein in connection with the Released Property, all terms and
provisions of the Loan Agreement shall remain in full force and effect,
unchanged and unmodified.  Without limiting the generality of the foregoing,
the representations, warranties and covenants of Debtor made in the Loan
Agreement  are hereby restated and affirmed.




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     4. COUNTERPARTS.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original.

     5. EXHIBIT.  The exhibits attached hereto are incorporated herein by
this reference as though fully set forth herein.

     IN WITNESS WHEREOF Debtor and FFCA have executed this Amendment as of
the date first above written.

                                     GE CAPITAL FRANCHISE FINANCE
                                     CORPORATION, a Delaware corporation,
                                     successor by merger to FFCA FUNDING
                                     CORPORATION


                                     By: /s/ Andrew G. Kent
                                         ------------------------------------
                                         Andrew G. Kent
                                         Senior Vice President, Associate
                                         General Counsel and Assistant
                                         Secretary


                                     SHONEY'S PROPERTIES GROUP 5, LLC, a
                                     Delaware limited liability company

                                     By:  Shoney's, Inc., a Tennessee
                                          corporation, its managing member


                                     By: /s/ Jeff Hammers
                                         ------------------------------------
                                     Name: Jeff Hammers
                                           ----------------------------------
                                     Its: Vice President Real Estate
                                          -----------------------------------








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STATE OF ARIZONA          )
                          ) SS.
COUNTY OF MARICOPA        )

     The foregoing instrument was acknowledged before me on February 7, 2002,
by Andrew G. Kent, Senior Vice President, Associate General Counsel and
Assistant Secretary of GE CAPITAL FRANCHISE FINANCE CORPORATION, a Delaware
corporation, successor by merger to FFCA Funding Corporation, on behalf of the
corporation.

                                         /s/ Jo Ann Oliver
                                        -------------------------------------
                                        Notary Public
My Commission Expires:

11-26-2004
----------------------------







STATE OF TENNESSEE        )
                          )ss
COUNTY OF DAVIDSON        )

     The foregoing instrument was acknowledged before me on January 25, 2002,
by Jeff Hammers, VP Real Estate of Shoney's, Inc., a Tennessee corporation,
managing member of Shoney's Properties Group 5, LLC, a Delaware limited
liability company, on behalf of the corporation and limited liability
company.

                                        /s/ Pamela Tidwell
                                        -------------------------------------
                                        Notary Public
My Commission Expires:

11-26-05
---------------------------







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Exhibit omitted due to immateriality.