<PAGE>
 
                                                                    Exhibit 10.7

                                FIFTH AMENDMENT
                                       TO
                            SECURED CREDIT AGREEMENT


     THIS FIFTH AMENDMENT (the "Amendment") dated as of October 3, 1997 is
entered into by and among Einstein/Noah Bagel Corp. (f/k/a Einstein Bros.
Bagels, Inc.), a Delaware corporation (the "Borrower"), the lenders who are
party to the Credit Agreement referred to below (the "Lenders") and Bank of
America National Trust and Savings Association (as successor by merger to Bank
of America Illinois), as Agent for the Lenders (herein, in such capacity, the
"Agent").

                                  WITNESSETH:

     WHEREAS, the Borrower, the Lenders and the Agent are parties to a certain
Secured Credit Agreement dated as of May 17, 1996 (as heretofore amended, called
the "Credit Agreement"; terms used but not otherwise defined herein are used
herein as defined in the Credit Agreement);

     WHEREAS, the Borrower has requested the Lenders to amend the Credit
Agreement to (i) revise the Store Revenue covenant in certain respects and (ii)
permit the conveyance by the Borrower to Noah's New York Bagels, Inc. ("NNYB")
of a participating interest in certain Financed Franchisee Loan Documents; and

     WHEREAS, subject to the terms and conditions set forth herein the Agent and
the Lenders are willing to undertake such amendments.

     NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Borrower, the Agent and the Lenders hereby agree as
follows:

     SECTION 1.  AMENDMENT.
                 --------- 

     Upon receipt of the documents to be delivered by the Borrower pursuant to
Section 2 below, and in reliance on the Borrower's warranties set forth in
Section 3 below, the Credit Agreement is hereby amended (effective as of the
dates set forth below) to read as follows:

          (a)  Effective as of the date hereof, Clause (3) of Section 6.7 of the
     Credit Agreement is hereby amended to read in its entirety as follows:

               "(3) that (a) the Borrower may convey to Noah's New York Bagels, 
          Inc. a ninety-nine percent participating interest in the Debt of
          Noah's Pacific, L.L.C. evidenced by the Financed Franchisee Loan
          Documents executed by Noah's Pacific, L.L.C. in favor of the Borrower
          and (b) any Subsidiary may sell, lease,
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          assign, or otherwise transfer its assets to the Borrower or any 
          Wholly-Owned Subsidiary unless in the case of a Subsidiary which is a
          Special Purpose Subsidiary, such assets are not of a type permitted
          pursuant to the definition of "Special Purpose Subsidiary";"

          (b)  Effective as of the date hereof, Section 6.8 of the Credit
     Agreement is hereby amended by deleting the word "and" which immediately
     precedes Clause (11) to such Section and by adding at the end of such
     Section the following language:

               "and (12) (a) the Borrower may make a capital contribution to
          Noah's New York Bagels, Inc. of the participating interest described
          in Clause (3) (a) of Section 6.7, (b) Noah's New York Bagels, Inc. may
          fund its obligations to the Borrower from time to time with respect to
          the participating interest described in Clause (3) (a) of Section 6.7
          and (c) the Borrower may make capital contributions from time to time
          to Noah's New York Bagels, Inc. to permit Noah's New York Bagels, Inc.
          to fund its obligations referenced in the immediately preceding Clause
          (12) (b)."

          (c)  Effective as of April 20, 1997, Section 7.1 of the Credit
     Agreement is hereby amended to read in its entirety as follows:

               "Section 7.1  Store Revenue. Maintain as of the last day of each
          fiscal quarter, an average weekly net revenue (i.e., gross revenue net
          of customer coupons and discounts) during such fiscal quarter per
          Store for all Stores (whether operated by the Borrower or a
          Franchisee) of not less than $12,000."

     SECTION 2.  CERTAIN DOCUMENTS.

     Concurrently herewith the Borrower has delivered the following to the
Agent, each duly executed and appropriately dated in form and substance
satisfactory to the Agent;

          (a)  Certificate of the Borrower. A certificate of the Secretary of
     the Borrower certifying a true and correct copy of the participation
     agreement (the "Participation Agreement") pursuant to which the Borrower
     has conveyed a ninety-nine percent participation interest in the Financed
     Franchisee Loan Documents referenced in clause (3) (a) of Section 6.7 of
     the Credit Agreement (the "Subject Loan Documents").

          (b)  Collateral Assignment (NNYB). A collateral assignment by NNYB of
     its participating interest in the Subject Loan Documents, duly executed by
     NNYB.

                                       2
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          (c)  Collateral Assignment (Borrower).  A revised Schedule I to the
     Collateral Assignment of Loan which includes the Participation Agreement.


     SECTION 3.  WARRANTIES.
                 ---------- 

     To induce the Agent and the Lenders to enter into this Amendment, the
Borrower warrants to the Agent and the Lenders as of the date hereof that:

          (a)  The representations and warranties contained in the Credit
     Agreement and Loan Documents are true and correct in all material respects
     on and as of the date hereof (except to the extent such representations and
     warranties expressly refer to an earlier date); and

          (b)  No Default or Event of Default has occurred and is continuing.

     SECTION 4.  GENERAL.
                 ------- 

          (a)  As hereby modified, the Credit Agreement shall remain in full
     force and effect and is hereby ratified, approved and confirmed in all
     respects.

          (b)  This Amendment shall be binding upon and shall inure to the
     benefit of the Borrower, the Lenders and the Agent and respective
     successors and assigns of the Lenders and the Agent.

          (c)  This Amendment may be executed in any number of counterparts and
     by the different parties on separate counterparts, and each such
     counterpart shall be deemed to be an original, but all such counterparts
     shall together constitute but one and the same Amendment.

                                 *  *  *  *  *

                                       3
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Delivered at Chicago, Illinois, as of the date and year first above written.

                                 EINSTEIN/NOAH BAGEL CORP.


                                 By: /s/ Paul A. Strasen
                                     ------------------------------- 
                                    Title: Senior Vice-President
                                           ------------------------- 

                                 BANK OF AMERICA NATIONAL TRUST AND 
                                 SAVINGS ASSOCIATION, as successor 
                                 by merger to BANK OF AMERICA
                                 ILLINOIS, as Agent


                                 By: /s/ David A. Johanson
                                     ------------------------------- 
                                    Title: Vice President
                                           ------------------------- 


                                 BANK OF AMERICA NATIONAL TRUST AND 
                                 SAVINGS ASSOCIATION, as successor 
                                 by merger to BANK OF AMERICA
                                 ILLINOIS, as Lender


                                 By: /s/ Marcia Clausen
                                     ------------------------------- 
                                    Title: Managing Director
                                           ------------------------- 

                                 LASALLE NATIONAL BANK


                                  By: /s/ John C. Thurston
                                      ------------------------------ 
                                  Title: Assistant Vice President
                                         ---------------------------

                                  HARRIS TRUST AND SAVINGS BANK


                                  By: /s/ John M. Dillon
                                      ------------------------------
                                  Title: Vice President
                                         --------------------------- 
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     The undersigned hereby acknowledge the foregoing amendments and reaffirm
their respective duties and obligations arising under the Loan Documents to
which each is a party.

                              BRACKMAN BROTHERS, INC.

                              By: /s/ Paul A. Strasen
                                  -----------------------------
                              Its: Vice President
                                   ---------------------------- 

                              BALTIMORE BAGEL CO.

                              By: /s/ Paul A. Strasen
                                  -----------------------------   
                              Its: Vice President
                                   ---------------------------- 

                              NOAH'S NEW YORK BAGELS, INC.


                              By: /s/ Paul A. Strasen
                                  ----------------------------- 
                              Its: Vice President
                                   ----------------------------