FIRST SUPPLEMENTAL INDENTURE

       FIRST SUPPLEMENTAL INDENTURE, dated as of August 29, 2000 (the "First
Supplemental Indenture"), by and between SHONEY'S, INC., a corporation duly
organized and existing under the laws of the State of Tennessee (the
"Corporation"), and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (the "Trustee"), as successor trustee to Sovran Bank/Central South
(the "Original Trustee")

                        W I T N E S S E T H:

       WHEREAS, the Corporation and the Original Trustee executed that
certain Indenture dated as of April 1, 1989 (the "Existing Indenture"),
providing for the issuance of certain Liquid Yield Option Notes in the
principal amount of up to Two Hundred One Million, Two Hundred Fifty Thousand
and 00/100 Dollars ($201,250,000), which are designated the Corporation's
Liquid Yield Option Notes Due 2004 (Zero Coupon - Subordinated) (the
"Securities"), of which an aggregate principal amount of One Hundred Seventy-
Seven Million, Three Hundred Fifty-Eight Thousand and 00/100 Dollars
($177,358,000) are currently issued and outstanding;

       WHEREAS, The Bank of New York has succeeded to the Original Trustee
as trustee under the Existing Indenture;

       WHEREAS, the Corporation is offering to purchase for cash, on the
terms and subject to the conditions set forth in the Purchase Offer and
Consent Solicitation Statement dated July 18, 2000 (as it may be supplemented
or amended from time to time, the "Purchase Offer"), and the related Letter
of Transmittal and Consent (as it may be supplemented or amended from time to
time, the "Letter of Transmittal and Consent," and together with the Purchase
Offer, the "Corporation Tender Offer"), all of the outstanding Securities;

       WHEREAS, Section 9.02 of the Existing Indenture provides that
indentures supplemental thereto may be executed and delivered by the
Corporation and the Trustee for the purpose of amending the Indenture with
the consent of the Holders of not less than a majority in principal amount of
the Securities at the time outstanding (or in certain cases with the consent
of each Holder of the Securities affected thereby);

       WHEREAS, the Holders of a majority of the principal amount of the
Securities at this time outstanding have delivered to The Bank of New York as
depositary (the "Depositary") for the Corporation in the Corporation Tender
Offer evidences of the consents thereof to the amendments to the Existing
Indenture on the terms set forth in this First Supplemental Indenture;

       WHEREAS, the Depositary has, on behalf of the Corporation, delivered
to the Trustee evidences of the requisite consents of the Holders of a
majority of the principal amount of the Securities at this time outstanding
to amend the Existing Indenture on the terms set forth in this First
Supplemental Indenture;

       WHEREAS, all other acts and proceedings necessary have been done to
make this First Supplemental Indenture, when executed and delivered by the
Corporation and the Trustee, the legal, valid and binding agreement of the
Corporation in accordance with its terms.


       NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:



       Section 1. Confirmation of the Indenture; Definitions.  Except as
amended and supplemented hereby, the Existing Indenture is hereby confirmed
and reaffirmed in all particulars.  Anything in the Existing Indenture or
herein to the contrary notwithstanding, all recitals, definitions and
provisions contained in this First Supplemental Indenture shall take
precedence over the recitals, definitions and provisions of the Existing
Indenture to the extent of any conflict between the two.  Unless otherwise
defined herein, terms defined in the Existing Indenture and used herein shall
have the meanings given to them in the Existing Indenture.


       Section 2. Amendment of Section 5.01 of Article 5. From and as of the
Operational Time, Section 5.01 of the Indenture shall be amended to read in
its entirety as follows:

       "[Intentionally Omitted.]"


       Section 3. Amendment of Section 11.14 of Article 11. From and as of
the Operational Time, the first paragraph of Section 11.14 of the Indenture
shall be amended to read in its entirety as follows:

       If the Corporation shall consolidate with or merge into, or convey,
       transfer or lease all or substantially all its assets to, another
       person, or is a party to a merger or binding share exchange which
       reclassifies or changes its outstanding Common Stock, the person
       obligated to deliver securities, cash or other assets upon conversion
       of Securities shall enter into a supplemental indenture. If the
       issuer of securities deliverable upon conversion of Securities is an
       Affiliate of the Corporation, that issuer shall join in the
       supplemental indenture.


       Section 4. Conditions to Effectiveness of First Supplemental
Indenture and to Operation of Amendments Made Hereby.  This First
Supplemental Indenture shall become effective immediately upon its execution
by the Trustee and the Corporation (the "Effective Time"), provided, however,
the amendments effected by Sections 2 through and including Section 3 of this
First Supplemental Indenture shall only become operational at such time (the
"Operational Time") as validly tendered Securities are purchased by or on
behalf of the Corporation pursuant to the Corporation Tender Offer.


       Section 5. Counterparts.  This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


       Section 6. Severability. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not
in any way be effected or impaired thereby.


       Section 7. Governing Law.  This First Supplemental Indenture shall
be governed by and construed in accordance with the laws of the State of New
York.


                                    2

       IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first above
written.

                                   THE CORPORATION:

                                   SHONEY'S, INC.
ATTEST:

/s/ Richard D. Schafstall          By: /s/ David L. Gilbert
----------------------------          ----------------------------

Title:  Secretary                  Title: Executive Vice President



                                   THE TRUSTEE:

                                   THE BANK OF NEW YORK
ATTEST:

/s/                                By: /s/ Mary LaGumina
----------------------------           ----------------------------

Title:  Vice President             Title:  Vice President