Exhibit 10.60


          [Letterhead of GE Capital Franchise Finance Corporation]




January 28, 2002


Shoney's, Inc.
1727 Elm Hill Pike
Nashville, TN  37210
Attn: Andrew L. Schwarcz

     Re:  The properties identified by GEFFC Number, Unit Number, City
          and State on the attached Schedule A (individually referred
          to as a "Unit" and collectively referred to as the
          "Premises")

Dear Mr. Schwarcz:

     GE Capital Franchise Finance Corporation ("GEC Franchise Finance") is
the successor by merger to FFCA Acquisition Corporation, which entered in
certain loan documents with, and received certain promissory notes from,
Shoney's, Inc., a Tennessee corporation (the "Borrower"), that specifically
pertain to the Premises.  These loan documents and promissory notes, as the
same may have been or may be amended, are collectively referred to in this
letter agreement as the "Loan Documents." Capitalized defined terms not
otherwise defined in this letter agreement shall have the meanings ascribed
to them in the Amended and Restated Loan Agreement, dated as of October 1,
2000, as the same may have been or may be amended (the "Loan Agreement"), by
and between the Borrower and FFCA Acquisition Corporation.

     Although GEC Franchise Finance no longer owns the transactions evidenced
by the Loan Documents, GEC Franchise Finance currently services the
transactions on behalf of the transactions' owners, and is authorized to
execute this letter agreement on their behalf as Master Servicer.

     Notwithstanding certain requirements of the Loan Documents for the
maintenance by the Borrower of an aggregate Fixed Charge Coverage Ratio of
1.25:1 (the "FCCR Requirement") with respect to the properties that are
listed in Exhibit A to the Loan Agreement (the "Borrower Properties"), the
Borrower has requested that GEC Franchise Finance consent to (i) the
relinquishment of the maintenance of the FCCR Requirement for the Premises
for the period commencing





Shoney's, Inc.
January 28, 2002
Page 2





from and including the last day of the fiscal year of Borrower in 2001 and
ending on the Termination Date (as defined below); and (ii) the exclusion of
the Premises from the calculation of the FCCR Requirement for the Borrower
Properties for the period commencing
from and including the last day of the fiscal year of Borrower in 2001 and
ending on the Termination Date. Furthermore, notwithstanding certain
provisions of the Loan Documents, the Borrower also has requested that GEC
Franchise Finance consent to the closure of the Premises (the closure of the
Premises being collectively referred to as the "Closure").  By signing this
letter agreement where indicated below, the Borrower represents and warrants
to GEC Franchise Finance that, other than (i) the maintenance of the FCCR
Requirement under the Loan Documents for the Premises, (ii) the Closure, and
(iii) the maintenance of the fixed charge coverage ratio requirement under
the Related Loan Documents and the closure of other properties subject to the
terms of the Related Loan Documents for which letter agreements of
forbearance such as this one have been provided to the Related Debtors from
GEC Franchise Finance, no event has occurred, and no condition exists, that
could constitute, or with notice or the passage of time or both would
constitute, a default of the Borrower under the Loan Documents.

     In response to the Borrower's request relating to the FCCR Requirement,
GEC Franchise Finance agrees, subject to the terms of this letter agreement,
that for the period commencing from and including the last day of the fiscal
year of the Borrower in 2001 and ending on and including the last day of the
fiscal year of the Borrower in 2002 (the "Termination Date") (i) the failure
to maintain the FCCR Requirement for the Premises in and of itself shall not
be deemed an event of default under the Loan Documents, (ii) the FCCR
Requirement for the Premises shall not be applicable to, and the Premises
shall be excluded from, the calculation of the FCCR Requirement for all of
the Borrower Properties, and (iii) GEC Franchise Finance shall forbear from
exercising rights and remedies that may be available to it solely as a result
of the failure to maintain the FCCR Requirement with respect to the Premises.

     In response to the Borrower's request relating to the Closure, GEC
Franchise Finance further agrees, subject to the terms of this letter
agreement, that for the period commencing from and including the first day of
the fiscal year of the Borrower in 2001 and ending on the Termination Date,
(i) the Closure in and of itself shall not be deemed an event of default
under the Loan Documents, and (ii) GEC Franchise Finance shall forbear from
exercising rights and remedies that may be available to it solely as a result
of the Closure.  In particular, the Borrower shall not be deemed in breach,
violation or default under the following provisions of the Loan Documents as
a result of the Closure through and including the Termination Date:

          (a) As to the Loan Agreement, Sections 6.G. (the first sentence
     of that paragraph only), 6.I. and 6.J. (as to the requirement that
     the Premises be fully equipped and operational only); and




Shoney's, Inc.
January 28, 2002
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          (b) As to the Mortgages, Sections 2.04 (as to the requirement
     that the Premises be in use), 2.07 (only to the extent the
     representations and warranties in the Loan Agreement as specified in
     subclause (a) above have been affected by this letter agreement),
     3.04 (only to the extent as specifically provided in this letter
     agreement) and 3.06 (only to the extent as specifically provided in
     this letter agreement).

     In connection with the Closure of the Premises, the Borrower covenants
and agrees to take the following actions:

          (a) Equipment Removal.  Any and all equipment (except for
     Shoney's signs) shall remain at the Unit where presently located and
     none of such equipment shall be removed therefrom without GEC
     Franchise Finance's prior written approval (except as specifically
     provided in this letter agreement).  All equipment may be removed
     from a Unit when such Unit has been sold and the corresponding Note
     for such Unit has been paid.

          (b) Maintenance & Security.  Until such time as a Unit has been
     sold and the Note corresponding to such Unit has been paid, the
     Borrower shall cause such Unit at all times to be well maintained,
     repaired, secured and insured in accordance with the requirements of
     the Loan Documents.

          (c) De-Identification.  The Borrower shall have the right to de-
     identify a Unit as a "Shoney's" restaurant by covering sign faces or
     sign panels and/or removing sign faces or sign panels.  Except as
     specifically provided in this letter agreement, the Borrower shall
     not remove or allow the removal of any pylons, sign pallets or sign
     panel boxes from a Unit, provided, however, that, to the extent a
     Governmental Authority requires the removal of any such pylons, sign
     pallets or sign panel boxes from sign structures or buildings, the
     Borrower shall not remove such items from the boundaries of the Unit
     at which they were located without the prior consent of GEC Franchise
     Finance.  To the extent the Loan Documents require GEC Franchise
     Finance's permission to make any alterations or permission to perform
     alterations to de-identify the Premises to the extent as specifically
     provided herein, such permission shall be deemed granted by GEC
     Franchise Finance subject, however, to compliance by the Borrower
     with all other requirements as contained in the Loan Documents
     relating to alterations.






Shoney's, Inc.
January 28, 2002
Page 4




          (d) Licenses & Permits.  Except for those Units marked by an
     asterisk on Schedule A for which the provisions of this paragraph (d)
     shall not apply, the Borrower shall cause all licenses and permits
     required for the operation of a Unit as a Permitted Facility that can
     be maintained after the Closure of such Unit by the periodic payment
     of a fee to appropriate Governmental Authorities at all times to be
     maintained until such time as such Unit is sold and the Note
     corresponding to such Unit is paid, provided, however, that, in the
     event there are Material Licenses (as hereinafter defined) which may
     terminate, expire or be deemed abandoned or surrendered by operation
     of law due to the Closure of a Unit and the passage of time, then the
     Borrower shall use its best efforts to preserve and protect such
     Material Licenses to the extent it is reasonably practicable to do
     so.  For each such Unit, the Borrower shall provide within thirty
     (30) days after the date of this letter written notice of all
     licenses and permits existing at such Unit that are or may be
     affected by the Closure and the period of time required after the
     Closure for any licenses and permits to be deemed terminated,
     expired, abandoned or surrendered. Upon receipt of such notice, GEC
     Franchise Finance shall notify the Borrower of those licenses and
     permits that GEC Franchise Finance deems in its sole discretion to
     be Material Licenses.  Upon such notice from GEC Franchise Finance
     of its determination of the Material Licenses, the Borrower shall
     undertake its best efforts to preserve and protect such Material
     Licenses.  For purposes of this paragraph, "Material Licenses" means
     legally non-conforming grandfathered rights, certificates of
     occupancy, use permits or any other material rights, licenses or
     permits, the loss of which could, as determined in GEC Franchise
     Finance's sole discretion, materially affect the value of a Unit,
     result in the inability of the Unit to be operated as a restaurant
     under its current conditions, or could cause substantial delay in any
     attempt to re-open such Unit as a going concern.  For purposes of
     this paragraph, "best efforts" shall mean and include all efforts to
     be undertaken by the Borrower to the extent it is reasonably
     practical to do so, to preserve and protect all Material Licenses,
     including, but not limited to, causing any Unit to remain open or to
     be re-opened, commencing any and all appropriate legal or
     administrative actions against any and all appropriate Governmental
     Authorities or Persons to challenge, protect, preserve or re-
     establish all such Material Licenses, payment of all license or
     permit fees, fines or penalties, or any combination of all of the
     above, or payment in full of the Note corresponding to such Unit to
     the extent any such Material Licenses cannot be protected or
     preserved and GEC Franchise Finance has elected in writing that said
     Note be paid.





Shoney's, Inc.
January 28, 2002
Page 5




This forbearance letter is subject at all times to the Borrower's complying
with the terms and provisions of subparagraphs (a) through (d) above.  To the
extent that Schedule A attached hereto indicates that certain items of
equipment or signage have been removed from the boundaries of a Unit, GEC
Franchise Finance hereby consents to such removal.

     This letter agreement only applies, and is specifically limited, to the
rights and remedies that may be available as a result of the Closure and the
failure to maintain the FCCR Requirement for the Premises and shall no longer
apply after the Termination Date.  This forbearance is also subject to the
completion of the collateral substitutions approved by GEC Franchise Finance
as set forth in Schedule B attached hereto (collectively, the "Collateral
Substitutions"), and the Borrower agrees to cause the Collateral
Substitutions to which it is a party to be completed as soon as practicable,
but in any event, such Collateral Substitutions shall be completed no later
than September 30, 2002.  Also, the agreement of GEC Franchise Finance to
forbear is contingent upon: (i) the accuracy, currently and ongoing, of the
Borrower's representations set forth in previous paragraph; (ii) the full and
complete performance of the Borrower's obligations under the Loan Documents,
except for the FCCR Requirement and the Closure; (iii) the non-existence of
facts that, if known to GEC Franchise Finance, GEC Franchise Finance would
deem material to its willingness to execute this letter agreement; and (iv)
the absence of any default under the Loan Documents, including, but not
limited to, any failure to pay any and all sums due under the Loan Documents
by the Borrower and the absence of the Borrower to file, to initiate any
proceeding, or to seek any protection under any similar law or statute
related to bankruptcy, insolvency, reorganization, winding up or adjustment
of debts (collectively, an "Action"), or to become the subject of either a
petition under the Code or an Action.  Upon the failure by the Borrower of
any such conditions as specified in this letter agreement, this letter
agreement shall be deemed automatically null and void and of no force and
effect whatsoever.

     This letter agreement is an agreement of forbearance only and is subject
to all of the terms, conditions, representations and warranties contained
herein.  The Borrower expressly acknowledges and agrees that this letter
agreement shall not be claimed or deemed by the Borrower to be an amendment,
modification or change to any of the terms or provisions of the Loan
Documents.  GEC Franchise Finance restates that time is of the essence with
respect to all the provisions of the Loan Documents.  Please note that any
delay or omission by GEC Franchise Finance in exercising rights and remedies
shall not operate as a waiver of any such rights and remedies.  Similarly, no
partial exercise by GEC Franchise Finance of its rights or remedies shall
preclude any further enforcement thereof, and no single exercise by GEC
Franchise Finance of rights or remedies shall preclude the enforcement of any
other rights or remedies.





Shoney's, Inc.
January 28, 2002
Page 6





     All rights and remedies available to GEC Franchise Finance are expressly
reserved and preserved, and the foregoing forbearance shall not (i) create
any obligation, express or implied, to forbear with respect to any other
terms, conditions or covenants with which the Borrower is required to comply
under the Loan Documents, including, but not limited to, any forbearance with
respect to the FCCR Requirement or closure of any other Borrower Properties
or any future forbearance with respect to the FCCR Requirement or any future
closure of the Premises, or (ii) be deemed to be a waiver of any existing
(whether known or unknown) or future default under the Loan Documents.

     This letter of forbearance fully amends, restates, supersedes and,
therefore, replaces any previous letter or letters of forbearance relating to
the Closure and the FFCR Requirement of the Premises that were the subject
matter of this letter, and all such previous forbearance letters shall be
deemed terminated and of no force or effect whatsoever, excluding, however
from the provisions of this paragraph any other letters issued by GEC
Franchise Finance to the Borrower or any Related Debtors and dated of even
date herewith.



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Shoney's, Inc.
January 28, 2002
Page 7











                                         GE CAPITAL FRANCHISE FINANCE
                                         CORPORATION, a Delaware corporation


                                         By: /s/ Gregg A. Seibert
                                            ---------------------------------
                                         Its: Senior Vice President
                                             --------------------------------



Acknowledged, Understood and Agreed this
28th day of January, 2002, by:

         "Borrower"


SHONEY'S, INC.,
a Tennessee corporation


By: /s/ F. E. McDaniel, Jr.
    ----------------------------------------
    F. E. McDaniel, Jr.
    Secretary, Treasurer and General Counsel



Schedules omitted due to immateriality.