Exhibit 10.59



           [Letterhead of GE Capital Franchise Finance Corporation]




                                 January 28, 2002



Shoney's, Inc.
Shoney's Properties Group 1, LLC
Shoney's Properties Group 2, LLC
Shoney's Properties Group 3, LLC
Shoney's Properties Group 4, LLC
Shoney's Properties Group 5, LLC
Shoney's Properties Group 6, LLC
1727 Elm Hill Pike
Nashville, TN  37210
Attn: Andrew L. Schwarcz

     Re:  Fixed-Charge Coverage Ratio Compliance for loans to Shoney's
          Properties Group 1, LLC, a Delaware limited liability
          company ("Group 1"), Shoney's Properties Group 2, LLC, a
          Delaware limited liability company ("Group 2"), Shoney's
          Properties Group 3, LLC, a Delaware limited liability
          company ("Group 3"), Shoney's Properties Group 4, LLC, a
          Delaware limited liability company ("Group 4"), Shoney's
          Properties Group 5, LLC, a Delaware limited liability
          company ("Group 5"), Shoney's Properties Group 6, LLC, a
          Delaware limited liability company ("Group 6"), and
          Shoney's, Inc., a Tennessee corporation ("Shoney's") (Group
          1, Group 2, Group 3, Group 4, Group 5, Group 6 and Shoney's
          are sometimes individually referred to herein as a
          "Borrower" and collectively referred to herein as the
          "Borrowers")

Dear Mr. Schwarcz:

     As you know, GE Capital Franchise Finance Corporation ("GEC Franchise
Finance"), the successor by merger to FFCA Funding Corporation and FFCA
Acquisition Corporation, entered into separate loan transactions with, and
received certain promissory notes from, each of the Borrowers.




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


     The loan documents and promissory notes, as the same may have been
amended, that evidence the loans to Group 1 are collectively referred to
herein as the "Group 1 Loan Documents"; the loan documents and promissory
notes, as the same may have been amended, that evidence the loans to Group 2
are collectively referred to herein as the "Group 2 Loan Documents"; the loan
documents and promissory notes, as the same may have been amended, that
evidence the loans to Group 3 are collectively referred to herein as the
"Group 3 Loan Documents"; the loan documents and promissory notes, as the
same may have been amended, that evidence the loans to Group 4 are
collectively referred to herein as the "Group 4 Loan Documents"; the loan
documents and promissory notes, as the same may have been amended, that
evidence the loans to Group 5 are collectively referred to herein as the
"Group 5 Loan Documents"; the loan documents and promissory notes, as the
same may have been amended, that evidence the loans to Group 6 are
collectively referred to herein as the "Group 6 Loan Documents"; and the loan
documents and promissory notes, as the same may have been amended, that
evidence the loans to Shoney's are collectively referred to herein as the
"Shoney's Loan Documents."  The Group 1 Loan Documents, the Group 2 Loan
Documents, the Group 3 Loan Documents, the Group 4 Loan Documents, the Group
5 Loan Documents, the Group 6 Loan Documents and the Shoney's Loan Documents
are sometimes collectively referred to herein as the "Loan Documents."

     The loan transaction evidenced by the Group 1 Loan Documents is
sometimes referred to herein as the "Group 1 Transaction"; the loan
transaction evidenced by the Group 2 Loan Documents is sometimes referred to
herein as the "Group 2 Transaction"; the loan transaction evidenced by the
Group 3 Loan Documents is sometimes referred to herein as the "Group 3
Transaction"; the loan transaction evidenced by the Group 4 Loan Documents is
sometimes referred to herein as the "Group 4 Transaction"; the loan
transaction evidenced by the Group 5 Loan Documents is sometimes referred to
herein as the "Group 5 Transaction"; the loan transaction evidenced by the
Group 6 Loan Documents is sometimes referred to herein as the "Group 6
Transaction"; and the loan transaction evidenced by the Shoney's Loan
Documents is sometimes referred to herein as the "Shoney's Transaction."  The
Group 1 Transaction, the Group 2 Transaction, the Group 3 Transaction, the
Group 4 Transaction, the Group 5 Transaction, the Group 6 Transaction and the
Shoney's Transaction are sometimes individually referred to herein as a
"Transaction" and collectively referred to herein as the "Transactions."

     Although GEC Franchise Finance no longer owns the Group 3 Transaction,
the Group 4 Transaction and the Shoney's Transaction, GEC Franchise Finance
currently services those Transactions on behalf of the owners thereof, and is
authorized to provide this letter on their behalf as Master Servicer.





Shoney's, Inc., et al.
January 28, 2002
Page 3


     In this regard, the Borrowers have requested, and GEC Franchise Finance
has approved, the substitution of certain properties that secure one
Transaction (or presently do not secure any Transaction) for certain
properties that secure other Transactions (collectively, the "Collateral
Substitutions") so that, upon completion of the Collateral Substitutions, the
properties that secure the Group 3 Transaction will be as set forth in
Schedule A attached hereto, the properties that secure the Group 4
Transaction will be as set forth in Schedule B attached hereto, and the
properties that secure the Shoney's Transaction will be as set forth in
Schedule C attached hereto.  The Borrowers have requested the Collateral
Substitutions in order to cause the Group 3 Transaction, the Group 4
Transaction and the Shoney's Transaction to be in compliance with the
requirements contained within the Group 3 Loan Documents, the Group 4 Loan
Documents and the Shoney's Loan Documents, respectively, for the maintenance
of an aggregate Fixed Charge Coverage Ratio of 1.25:1 (the "FCCR
Requirement").

     In response to the request for the approval and consent of the
Collateral Substitutions, GEC Franchise Finance agrees and consents, subject
to the terms of this letter, to the Collateral Substitutions as described by
specific transaction in Schedule D attached hereto.  GEC Franchise Finance's
consent to the Collateral Substitutions is subject to the completion of the
Collateral Substitutions as soon as practicable, but in any event, all
Collateral Substitutions as set forth in Schedule D attached hereto must be
completed no later than September 30, 2002.  In this regard, GEC Franchise
Finance acknowledges that the Collateral Substitutions are currently underway
and that a significant number of the Collateral Substitutions have been or
will be completed upon the execution of this letter agreement.  Therefore,
subject to the completion of the Collateral Substitutions as approved by GEC
Franchise Finance herein, with regard to the FCCR Requirement, the
calculation of the FCCR Requirement up to and including the last day of the
fiscal years of the Borrowers ending in 2001, and in 2002, for the Group 3
Transaction shall be based upon the properties listed in Schedule A attached
hereto, the calculation of the FCCR Requirement for the Group 4 Transaction
shall be based upon the properties listed in Schedule B attached hereto, and
the calculation of the FCCR Requirement for the Shoney's Transaction shall be
based upon the properties listed in Schedule C attached hereto.

     Schedule E attached hereto sets forth (i) certain properties that will
secure the Group 1 Transaction, the Group 2 Transaction, the Group 5
Transaction and the Group 6 Transaction upon the completion of the Collateral
Substitutions, and (ii) certain properties that have been sold by the
applicable Borrower as of the date of this letter but otherwise may be
included in computing compliance with the FCCR Requirement up to and
including the last day of the fiscal year ending in 2001 of the applicable
Borrower.  Subject to the completion of the Collateral Substitutions as
approved by GEC Franchise Finance herein, for purposes of calculating the
FCCR Requirement for the Group 1 Transaction, the Group 2 Transaction, the
Group 5 Transaction and the Group 6 Transaction up to and including the last
day of the fiscal years of





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


the Borrowers ending in 2001, and in 2002, GEC Franchise Finance has agreed
that the FCCR Requirement shall be applied to the properties set forth in
Schedule E attached hereto on a aggregate basis, provided, however, that,
each of the properties marked with an asterisk on Schedule E hereto (which
indicates that each such property has been previously sold to a third party
purchaser, is or will be the subject of one of the Collateral Substitutions,
or has been excluded from the calculation of the FCCR Requirement for the
fiscal years of the applicable Borrower ending in 2001, and in 2002, pursuant
to a forbearance letter, dated of even date herewith, from GEC Franchise
Finance to the applicable Borrower) shall be excluded from the calculation of
the FCCR Requirement for the fiscal years of the Borrowers ending in 2001,
and in 2002.  Therefore, subject to Borrowers' compliance with all of the
terms and provisions of this letter agreement, to the extent that the
properties listed in Schedule E attached hereto to be included in the
calculation of the FCCR Requirement as set forth above meet the FCCR
Requirement on an aggregate basis up to and including the last day of the
fiscal years of the Borrowers ending in 2001, and in 2002, each of the Group
1 Transaction, the Group 2 Transaction, the Group 5 Transaction and the Group
6 Transaction shall be deemed to be in compliance with the FCCR Requirement
for that Transaction.

     The consent and agreement of GEC Franchise Finance to the method of
calculating the FCCR Requirement as set forth in this letter agreement is
contingent upon: (i) the full and complete performance by each of the
Borrowers of its obligations under the Loan Documents; (ii) the completion of
the Collateral Substitutions approved hereunder within the time period
specified herein; (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.  If an event of default occurs
under the Loan Documents, including, but not limited to, the failure to pay
any and all sums due under the Loan Documents by any of the Borrowers or if
any of the Borrowers files, initiates any proceeding, or should seek any
protection under the Code or any similar law or statute relating to
bankruptcy, insolvency, reorganization, winding up or adjustment of debts
(collectively, an "Action"), or becomes the subject of either a petition
under the Code or an Action, then this letter agreement shall be deemed
automatically null and void and of no force or effect whatsoever.

     This letter fully amends, restates, supersedes and, therefore, replaces
any previous letter or letters relating to the approval of the Collateral
Substitutions and the FCCR Requirement, and all such previous letters shall
be deemed terminated and of no force or effect whatsoever, provided, however,
that the provisions of this paragraph shall not affect any other letters of
forbearance issued by GEC Franchise Finance to one or more of the Borrowers
and dated of even date herewith (collectively, the "Forbearance Letters"),
and the Forbearance Letters shall remain in full force and effect.




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



                                        GE CAPITAL FRANCHISE FINANCE
                                        CORPORATION, a Delaware corporation



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








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



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


SHONEY'S PROPERTIES GROUP 1, LLC,
a Delaware limited liability company

By: Shoney's, Inc., a Tennessee corporation,
    its Managing Member


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


SHONEY'S PROPERTIES GROUP 2, LLC,
a Delaware limited liability company

By: Shoney's, Inc., a Tennessee corporation,
    its Managing Member


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

SHONEY'S PROPERTIES GROUP 3, LLC,
a Delaware limited liability company

By: Shoney's, Inc., a Tennessee corporation,
    its Managing Member


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




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



SHONEY'S PROPERTIES GROUP 4, LLC,
a Delaware limited liability company

By: Shoney's, Inc., a Tennessee corporation,
    its Managing Member


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


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

By: Shoney's, Inc., a Tennessee corporation,
    its Managing Member


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


SHONEY'S PROPERTIES GROUP 6, LLC,
a Delaware limited liability company

By: Shoney's, Inc., a Tennessee corporation,
    its Managing Member


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


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.