Exhibit 10.65


          [Letterhead of GE Capital Franchise Finance Corporation]




January 28, 2002


Shoney's Properties Group 5, LLC
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 Funding Corporation, which entered in certain
loan documents with, and received certain promissory notes from, Shoney's
Properties Group 5, LLC, a Delaware limited liability company (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 Loan Agreement, dated as of
September 6, 2000, as the same may have been or may be amended (the "Loan
Agreement"), by and between the Borrower and FFCA Funding Corporation.

     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 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




Shoney's Properties Group 5, LLC
January 28, 2002
Page 2




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 Shoney's Loan Documents and the closure of
other properties subject to the terms of the Related Loan Documents or the
Shoney's Loan Documents for which letter agreements of forbearance such as
this one have been provided to the Related Debtors and Shoney's, Inc., 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 and the Lessee 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);

          (b) As to the Lease, Sections 7.G., 15 (the second sentence of
     that Section only), 16.D.(ii), 23.(A) (subclause (v) only relating
     to the word "vacates") and 44 (the first subclause (i) in that
     Section relating only to the word "use"); and



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January 28, 2002
Page 3



          (c) 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 (or to cause the Lessee 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 the Lessee to 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 and the Lessee 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 and the Lessee 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 and the Lessee 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.




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January 28, 2002
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          (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 and the Lessee 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 (and cause the
     Lessee to 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 and the
     Lessee 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





Shoney's Properties Group 5, LLC
January 28, 2002
Page 5



     Licenses cannot be protected or preserved and GEC Franchise Finance
     has elected in writing that said Note be paid.

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.

     Furthermore, as a condition to the issuance of this letter of
forbearance, the Borrower and the Lessee agree that GEC Franchise Finance
shall have the right at any time and from time to time upon written notice to
the Borrower, to require the Borrower and one or more of the Related Debtors
to combine (through merger, consolidation or other approved form of
combination) two or more, or all, of the Loan Pools to which the Borrower and
any of the Related Debtors may be a party, into one or more combined Loan
Pools (hereinafter a "Combined Pool") with all of the properties within such
Combined Pool under one single Master Lease with the Lessee, with the
Borrower, and all corresponding Related Debtors in such Combined Pool, having
been merged





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January 28, 2002
Page 6



into one single borrowing entity.  All Loan Documents corresponding to the
Notes in such Combined Pool shall be cross-defaulted and cross-collateralized
with each other and all other Loan Documents and Other Agreements now or
hereafter entered into between (or, in the case of notes and guaranties, in
favor of) (i) GEC Franchise Finance or any of its other subsidiaries and
affiliates, on the one hand, and (ii) the Borrower and Related Debtors on the
other hand.

     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 and the Lessee expressly acknowledge and agree that
this letter agreement shall not be claimed or deemed by the Borrower or the
Lessee 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.

     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, Shoney's, Inc., or any Related Debtors and
dated of even date herewith.



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Shoney's Properties Group 5, LLC
January 28, 2002
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                                        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 PROPERTIES GROUP 5, LLC,
a Delaware limited liability company

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


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


          "Lessee"

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.