AMENDMENT NO. 2 TO THE
                            CREDIT AGREEMENT

                                        Dated as of April 2, 2001

     AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among Captain D's, Inc., a
Delaware corporation (the "Borrower"), the banks, financial institutions and
other institutional lenders parties to the Credit Agreement referred to below
(collectively, the "Lenders"), and Bank of America, N.A., as Administrative
Agent (the "Administrative Agent") for the Lenders.

     PRELIMINARY STATEMENTS:

     (1)   The Borrower, the Lenders and the Administrative Agent have
entered into a Credit Agreement dated as of September 6, 2000, as amended by
Amendment No. 1 and Waiver to the Credit Agreement dated as of January 26,
2001 (such agreement as so amended, the "Credit Agreement").  Capitalized
terms not otherwise defined in this Amendment have the same meanings as
specified in the Credit Agreement.

     (2)   The Borrower and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.

     SECTION 1.   Amendments to Credit Agreement.  Section 5.01(x)(i) of the
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2, hereby
amended by (i) deleting the words "Within 210 days after the Closing Date" at
the beginning thereof and substituting for such words the words "No later
than August 31, 2001" and (ii) adding at the end thereof the following
proviso:

       "provided, however, that in the event that the Borrower obtains and
       accepts one or more financing commitments on or before June 30, 2001
       for the refinancing and prepayment in full of the Facilities on or
       prior to September 30, 2001, in form and substance, and from
       financing providers, reasonably acceptable to the Administrative
       Agent, the Borrower shall not be required to comply with the
       requirements of this Section 5.01(x)(i); provided, further, however,
       that if such refinancing and prepayment of the Facilities does not
       occur on or before September 30, 2001, the Borrower shall comply with
       the requirements of this Section 5.01(x)(i) no later than October 31,
       2001.

     SECTION 2. Conditions of Effectiveness.  This Amendment shall become
effective as of the date first above written when, and only when, the
Administrative Agent shall have received counterparts of this Amendment
executed by the Borrower and the Required




                                    2

Lenders or, as to any of the Lenders, advice satisfactory to the
Administrative Agent that such Lender has executed this Amendment, and the
consent attached hereto executed by each of the parties thereto.  The
effectiveness of this Amendment is conditioned on the accuracy of the factual
matters described herein.  This Amendment is subject to the provisions of
Section 8.01 of the Credit Agreement.

     SECTION 3. Reference to and Effect on the Credit Agreement and the
Notes.  (a)  On and after the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Credit Agreement, and each reference in the
Notes and each of the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended
by this Amendment.

     (b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment,  are and shall continue
to be in full force and effect and are hereby in all respects ratified and
confirmed.  Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue
to secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment.

     (c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agent under any of the
Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.

     SECTION 4. Costs and Expenses.  The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery and administration, modification and
amendment of this Amendment and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in accordance with the
terms of Section 8.04 of the Credit Agreement.

     SECTION 5. Execution in Counterparts.  This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the
same agreement.  Delivery of an executed counterpart of a signature page to
this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.

     SECTION 6. Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.




     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                     CAPTAIN D'S, INC.

                                     By /s/ F.E. McDaniel, Jr.
                                        ---------------------------------
                                        Title: V.P.

                                     BANK OF AMERICA, N.A.,
                                     as Administrative Agent and as Lender

                                     By /s/ Richard G. Parkhurst, Jr.
                                        ---------------------------------
                                        Title: Managing Director




                                     VAN KAMPEN SENIOR
                                     INCOME TRUST
                                     By: Van Kampen Investment
                                     Advisory Corp.


                                     By  /s/ Darvin D. Pierce
                                         --------------------------------
                                         Name: Darvin D. Pierce
                                         Title: Principal


                                     VAN KAMPEN SENIOR
                                     FLOATING RATE FUND
                                     By: Van Kampen Investment
                                     Advisory Corp.


                                     By /s/ Darvin D. Pierce
                                        ---------------------------------
                                        Name: Darvin D. Pierce
                                        Title: Principal


                                     VAN KAMPEN PRIME RATE
                                     INCOME TRUST
                                     By: Van Kampen Investment
                                     Advisory Corp.


                                     By /s/ Darvin D. Pierce
                                        ---------------------------------
                                        Name: Darvin D. Pierce
                                        Title: Principal



                                     CYPRESSTREE INVESTMENT
                                     MANAGEMENT COMPANY, INC.
                                     As: Attorney-in-Fact and on behalf of
                                     First Allmerica Financial Life Insurance
                                     Company as Portfolio Manager


                                     By /s/ Jeffrey W. Heuer
                                        ---------------------------------
                                        Name: Jeffrey W. Heuer
                                        Title: Principal


                                     NORTH AMERICA SENIOR FLOATING RATE FUND
                                     By: CypressTree Investment Management
                                     Company, Inc. as Portfolio Manager


                                     By /s/ Jeffrey W. Heuer
                                        ---------------------------------
                                        Name: Jeffrey W. Heuer
                                        Title: Principal


                                     CYPRESSTREE INVESTMENT PARTNERS I, LTD

                                     By: CypressTree Investment Management
                                     Company, Inc. as Portfolio Manager


                                     By /s/ Jeffrey W. Heuer
                                        ---------------------------------
                                        Name: Jeffrey W. Heuer
                                        Title: Principal

                                     KZH STERLING LLC


                                     By /s/ Susan Lee
                                        ---------------------------------
                                        Name:  Susan Lee
                                        Title:  Authorized Agent

                                     KZH CYPRESSTREE-1 LLC


                                     By /s/ Susan Lee
                                        --------------------------------
                                        Name: Susan Lee
                                        Title: Authorized Agent




                                     ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.

                                     By: ING Pilgrim Investments, as its
                                     investment manager


                                     By /s/ Michel Prince
                                        ---------------------------------
                                        Name: Michel Prince, CFA
                                        Title: Vice President


                                     ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.

                                     By: ING Pilgrim Investments, as its
                                     investment manager


                                     By /s/ Michel Prince
                                        ---------------------------------
                                        Name: Michel Prince, CFA
                                        Title: Vice President


                                     ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.

                                     By: ING Pilgrim Investments, as its
                                     investment manager


                                     By /s/ Michel Prince
                                        ---------------------------------
                                        Name: Michel Prince, CFA
                                        Title: Vice President



                                     BALANCED HIGH-YIELD FUND I, LTD.

                                     By: ING Capital Advisors LLC,
                                         as Asset Manager


                                     By /s/ Michael J. Campbell
                                        ---------------------------------
                                        Name: Michael J. Campbell
                                        Title: Managing Director


                                     SEQUILS I, LTD.

                                     By:  TCW Advisors, Inc., as its
                                     Collateral Manager


                                     By /s/ Mara Gold
                                        ---------------------------------
                                        Name: Mara Gold
                                        Title: Managing Director


                                     By /s/
                                        ---------------------------------
                                        Name:
                                        Title: Vice President




                                     SEQUILS IV, LTD.

                                     By:  TCW Advisors, Inc., as its
                                     Collateral Manager


                                     By /s/ Mara Gold
                                        ---------------------------------
                                        Name: Mara Gold
                                        Title: Managing Director


                                     By /s/
                                        ---------------------------------
                                        Name:
                                        Title: Vice President


                                     TRANSAMERICA BUSINESS CAPITAL
                                     CORPORATION


                                     By /s/ Stephen Goetschius
                                        ---------------------------------
                                        Name: Stephen Goetschius
                                        Title: Sr. Vice President


                                     CAPTIVA II FINANCE, LTD.


                                     By /s/ David Dyer
                                        ---------------------------------
                                        Name:  David Dyer
                                        Title: Director

                                 CONSENT

                                    Dated as of April 2, 2001

     Each of the undersigned, Captain D's, Inc., a Delaware corporation,
Shoney's Inc., a Tennessee corporation (and the successor by merger to TPI
Restaurants, Inc., a Tennessee corporation), SHN Properties, LLC, a Delaware
limited liability company, Captain D's Realty, LLC, a Delaware limited
liability company and Beverage Sales, Inc., a Delaware corporation, to the
extent it is (i) a Grantor under the Security Agreement dated as of September
6, 2000 in favor of the Administrative Agent and, for its benefit and the
benefit of the Secured Parties (as defined in the Credit Agreement referred
to in the foregoing Amendment), (ii) a Grantor under the Intellectual
Property Security Agreement dated as of September 6, 2000 in favor of the
Administrative Agent and, for its benefit and the benefit of the Secured
Parties, (iii) a Pledgor under the Pledge Agreement dated as of September 6,
2000 in favor of the Administrative Agent and, for its benefit and the
benefit of the Secured Parties and (iv) a Subsidiary Guarantor under the
Subsidiary Guaranty dated as of September 6, 2000 in favor of the
Administrative Agent and, for its benefit and the benefit of the Secured
Parties, hereby consents to such Amendment and hereby confirms and agrees
that (a) notwithstanding the effectiveness of such Amendment, each of the
Loan Documents (as defined in the Credit Agreement referred to in the
foregoing Amendment) to which it is a party is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of such Amendment, each reference
in such Loan Documents to the "Credit Agreement", "thereunder", "thereof" or
words of like import shall mean and be a reference to the Credit Agreement,
as amended by such Amendment, and (b) the Collateral Documents to which it is
a party and all of the Collateral described therein do, and shall continue
to, secure the payment of all of the Secured Obligations (in each case, as
defined therein).

                                    CAPTAIN D'S, INC.

                                    By: /s/ F.E. McDaniel, Jr.
                                        -------------------------------
                                        Title: V.P.

                                    SHONEY'S, INC.


                                    By: /s/ F.E. McDaniel, Jr.
                                        --------------------------------
                                        Title: V.P. - Finance


                                    SHN PROPERTIES, LLC

                                    By: Captain D's, Inc., as Managing Member


                                    By: /s/ F.E. McDaniel, Jr.
                                        ---------------------------------
                                        Title: V.P.


                                    CAPTAIN D's REALTY, LLC

                                    By: Captain D's, Inc., as Managing Member


                                    By: /s/ F.E. McDaniel, Jr.
                                        ---------------------------------
                                        Title: V.P.

                                    BEVERAGES SALES, INC.


                                    By: /s/ Farbood Azari
                                        ---------------------------------
                                        Title: President