<PAGE>

                                                                   EXHIBIT 10.58


                                FIRST AMENDMENT

                                      TO

                             AMENDED AND RESTATED

                               CREDIT AGREEMENT

     This FIRST AMENDMENT, dated as of   October 1, 1999 (this "Amendment")  to
that certain Amended and Restated Credit Agreement dated as of October 15, 1998
(the "Credit Agreement"; capitalized terms used herein without definition shall
have the meanings given those terms in the Credit Agreement), is entered into by
and among AFC ENTERPRISES, INC., a Minnesota corporation ("Company"), GOLDMAN
SACHS CREDIT PARTNERS L.P. ("GSCP"), as Lead Arranger (in such capacity, "Lead
Arranger") and as syndication agent (in such capacity, "Syndication Agent"),
CANADIAN IMPERIAL BANK OF COMMERCE, acting through its New York Agency ("CIBC"),
as administrative agent (in such capacity, "Administrative Agent"), THE
FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES THEREOF (each a "Lender"
and collectively "Lenders"), and THE SUBSIDIARY GUARANTORS LISTED ON THE
SIGNATURE PAGES HERETO (each a "Subsidiary Guarantor" and collectively the
"Subsidiary Guarantors").

                                   RECITALS:

     WHEREAS, Company desires to amend the Credit Agreement in order to (i)
provide for supplemental Tranche B Term Loans in an aggregate principal amount
of $25,000,000, (ii) obtain the consent of Requisite Lenders to borrow
additional Tranche B Term Loans under the Credit Agreement in an aggregate
principal amount of $25,000,000, and (iii) make certain other amendments to the
Credit Agreement; and

     WHEREAS, in connection with the foregoing, Requisite Lenders and each
Lender providing a Supplemental Tranche B Term Loan (as hereinafter defined)
have agreed to amend the Credit Agreement on the terms and conditions set forth
herein.

     NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Company, Requisite Lenders, each
person providing a Supplemental Tranche B Term Loan, Lead Arranger, Syndication
Agent, Administrative Agent and the Subsidiary Guarantors agree as follows:

1.  AMENDMENTS TO CREDIT AGREEMENT

               (1)  Definitions: Subsection 1.1 of the Credit Agreement is
                                 --------------
                    hereby amended by deleting the definitions of "Permitted
                    Foreign Joint Venture Investment", "Tranche B Term Loan
                    Commitment", "Tranche B Term Loans" and "Tranche B Term
                    Notes" in their entirety and substituting the following
                    therefor (both in Subsection 1.1 and as used in other
                    provisions of the Credit Agreement and the other Loan
                    Documents):
<PAGE>

     "Permitted Joint Venture Investment" means one or more Investments by
 Company in Joint Ventures; provided that, (i) each such Joint Venture interest
                            --------
 of Company shall be at least 10% of the total Joint Venture interests of each
 such Joint Venture, (ii) the aggregate Investments by Company in all such Joint
 Ventures shall not exceed $30,000,000 and the aggregate Investments made by
 Company in all such Joint Ventures in any Fiscal Year shall not exceed
 $10,000,000, and (iii) the businesses of each such Joint Venture shall consist
 of the development and operation of any business which may be conducted by the
 Company hereunder.

     "Tranche B Term Loan Commitment" means the commitment of a Lender to make a
Tranche B Term Loan to Company pursuant to subsection 2.1A (iii) or (vi); and
"Tranche B Term Loan Commitments" means such commitments of all Lenders in the
aggregate".

     "Tranche B Term Loans'' means the Loans made by Lenders to Company pursuant
to subsection 2.1A(iii) (including the Existing Tranche B Term Loans and the
Supplemental Tranche B Term Loans) and Additional Tranche B Term Loans, if any,
made by Lenders pursuant to subsection 2.1A(vi).

     "Tranche B Term Notes" means (i) the promissory notes of Company issued
pursuant to subsection 2.1E and/or 2.1A(vi) and (ii) any promissory notes issued
by Company pursuant to the last sentence of subsection 9.1B(i) in connection
with assignments of the Tranche B Term Loan Commitments or Tranche B Term Loans
of any Lenders, in each case substantially in the form of Exhibit IV-E annexed
                                                          ------------
hereto, as they may be amended, restated, supplemented or otherwise modified
from time to time.

     Subsection 1.1 of the Credit Agreement is hereby further amended by
inserting each of the following definitions in the appropriate alphabetical
order:

     "Additional Tranche B Term Loans" has the meaning assigned to that term in
subsection 2.1A.

     "Additional Tranche B Term Loan Commitments" has the meaning assigned for
that term in subsection 2.1A.

     "Additional Tranche B Term Loan Lender" has the meaning assigned to that
term in subsection 2.1A.

     "Existing Tranche B Term Loans" means such Tranche B Term Loans made
Lenders on the Effective Date pursuant to subsection 2.1A(iii)(a).

     "First Amendment'' means First Amendment, dated as of September __, 1999,
to the Existing Credit Agreement, by and among Company, the Lenders party
thereto, Administrative Agent, Lead Arranger and Syndication Agent and the
Subsidiary Guarantors party thereto.

     "First Amendment Closing Date" means the "First Amendment Closing Date", as
such term is defined in First Amendment.

     "Increased Amount Date" has the meaning assigned to that term in subsection
2.1A(vi).
<PAGE>

     "Supplemental Tranche B Term Loan" means each Tranche B Term Loan made on
the First Amendment Closing Date pursuant to subsection 2.1A(iii)(b).

     "Supplemental Tranche B Term Loan Commitment" means the commitment of a
Lender to make a supplemental Tranche B Term Loan pursuant to subsection
2.1A(iii)(b).

     Subsection 1.1 of the Credit Agreement is hereby further amended by adding
the following parenthetical at the conclusion of clause (iii) of the definition
of Pro Rata Share:

          "(giving effect, as appropriate, to any appropriate distinctions
          between Existing Tranche B Term Loans, Supplemental Tranche B Term
          Loans and Additional Tranche B Term Loans, if any)"

               (2)  Acquisition Loans:  Subsection 2.1A.(ii) of the Credit
                    Agreement is hereby amended by deleting the references to
                    the "third anniversary of the Closing Date" contained
                    therein and substituting the "fourth anniversary of the
                    Closing Date" therefor.

               (3)  Tranche B Term Loans:  Subsection 2.1A(iii) of the Credit
                    Agreement is hereby deleted in its entirety and the
                    following substituted therefor:

          "(iii)  Tranche B Term Loans.
                  --------------------

                    (a)  On the Effective Date, each Lender then holding a
                         Tranche B Term Loan Commitment as of such date made a
                         Tranche B Term Loan in an amount equal to such Lender's
                         Tranche B Term Loan Commitment as set forth in Schedule
                         A to this Agreement.

                    (b)  On the First Amendment Closing Date, each Lender
                         holding a Supplemental Tranche B Term Loan Commitment
                         severally agrees to lend to Company an aggregate amount
                         not exceeding its Pro Rata Share of the aggregate
                         amount of the Supplemental Tranche B Term Loan
                         Commitments for the purposes identified in subsection
                         2.5C.  The amount of each Lender's Supplemental Tranche
                         B Term Loan Commitment is set forth on Schedule A to
                         the First Amendment and the aggregate amount of
                         Supplemental Tranche B Term Loan Commitments is
                         $25,000,000; provided that the Supplemental Tranche B
                                      --------
                         Term Loan Commitments of Lenders shall be adjusted to
                         give effect to any assignments of the Supplemental
                         Tranche B Term Loan Commitments pursuant to subsection
                         10.1B.  Each Lender's Supplemental Tranche B Term Loan
                         Commitment shall expire immediately and without further
                         action on the First Amendment Closing Date if
<PAGE>

                         the Supplemental Tranche B Term Loans are not made on
                         or before that date. Company may make only one
                         borrowing under the Supplemental Tranche B Term Loan
                         Commitments.

          Any amount borrowed under this Subsection 2.1A.(iii) and subsequently
          repaid or prepaid may not be reborrowed."

               (4)  Additional Tranche B Term Loans:  Subsection 2.1A of the
                    Credit Agreement is hereby amended by adding a new
                    subdivision (vi) at the conclusion thereof as follows:

          "(vi)  Increased Amounts.  Company may by written notice to Lead
                 -----------------
          Arranger, Administrative Agent and Lenders elect to request that one
          or more Lenders or other persons that are Eligible Assignees provide
          additional Tranche B Term Loan Commitments ("Additional Tranche B Term
          Loan Commitments"), by an amount not in excess of $25,000,000 in the
          aggregate and not less than $5,000,000 individually and integral
          multiples of $5,000,000 in excess of that amount.  Each such notice
          shall specify (A) the date (each, an "Increased Amount Date") on which
          Company proposes that any Additional Tranche B Term Loan Commitments
          shall be effective and that Tranche B  Term Loans provided pursuant
          thereto (collectively, "Additional Tranche B Term Loans") shall be
          made, and (B) the identity of each Lender or other Person that is an
          Eligible Assignee (each, an "Additional Tranche B Term Loan Lender")
          to whom Company proposes any portion of such Additional Tranche B Term
          Loan Commitments be allocated and the amounts of such allocations;

          provided (x) any Lender may decline, in its sole discretion, to
          --------
          provide an Additional Tranche B Term Loan Commitment and (y) Lead
          Arranger shall be given the first opportunity to (but shall not be
          obligated to) arrange any such proposed Additional Tranche B Term Loan
          Commitment on terms and conditions to be agreed between the Lead
          Arranger and Company.  Such Additional Tranche B Term Loan Commitments
          shall become effective and the related Additional Tranche B Term Loans
          shall be made, as of such Increased Amount Date; provided (1) no
                                                           --------
          Default or Event of Default shall exist on such Increased Amount Date
          before or after giving effect to the making of such Additional Tranche
          B Term Loan and, after giving effect to the making of such Additional
          Tranche B Term Loans, Company shall be in compliance, on a Pro Forma
          Basis, with the requirements of subsection 7.6D as of the last day of
          the fiscal quarter most recently ended; (2) both before and after
          giving effect to the making of such Additional Tranche B Term Loans,
          each of the conditions set forth in subsection 4.3 shall be satisfied;
          (3) each Additional Tranche B Term Loan Commitment and Additional
          Tranche B Term Loan shall be effected pursuant to one or more joinder
          agreements, in each case in form and substance reasonably satisfactory
          to Lead Arranger and Administrative Agent, and recorded in the
          Register; and (4) Company shall deliver, or cause to be delivered,
          Tranche B Term Notes for each of the Additional Tranche B Term Loan
          Lenders making Additional Tranche B Term Loans, together with any
          legal opinions or other documents reasonably requested by Lead
          Arranger or Administrative Agent in connection with any such
          transaction.  On each Increased Amount Date, subject to the
          satisfaction of the foregoing terms and conditions, (i) each
          Additional Tranche B Term Loan Lender shall make an Additional Tranche
          B Term Loan to Company in an
<PAGE>

          amount equal to its Additional Tranche B Term Loan Commitment, (ii)
          each Additional Tranche B Term Loan so made shall be deemed a Tranche
          B Term Loan hereunder, and (iii) each Additional Tranche B Term Loan
          Lender shall become a Lender hereunder with respect thereto. The
          Administrative Agent shall notify the Lenders promptly upon receipt of
          Company's notice of each Increased Amount Date and the related
          Additional Tranche B Term Loan Commitments and the terms thereof.
          Notwithstanding anything contained herein to the contrary, the
          Applicable Base Rate Margins and Applicable Eurodollar Rate Margins
          applicable to any Additional Tranche B Term Loan shall be determined
          by Company and the Additional Tranche B Term Loan Lenders."

               (5)  Commitment Fees:  Subsection 2.3A(i) of the Credit Agreement
                    is hereby amended by deleting the reference to the "third
                    anniversary of the Closing Date" contained therein and
                    substituting the "fourth anniversary of the Closing Date"
                    therefor.

               (6)  Use of Proceeds:  Subsection 2.5C. of the Credit Agreement
                    is hereby deleted in its entirety and the following
                    substituted therefor:

          "C.  Tranche B Term Loans.  The proceeds of the Existing Tranche B
     Term Loans shall be applied by Company to finance the Cinnabon Acquisition
     and to pay Transaction Costs.  The proceeds of the Supplemental Tranche B
     Term Loans may be used for working capital and general corporate purposes
     (including, without limitation, for purposes of making expenditures
     permitted under Subsection 7.5 and repayments of outstanding Revolving
     Loans and/or outstanding Acquisition Loans, it being understood that
     subsequent reborrowings of such amounts so prepaid may be used for the
     purposes described in this sentence).  The proceeds of Additional Tranche B
     Term Loans, if any, shall be used for working capital and general corporate
     purposes."

               (7)  Amortization of Acquisition Loans:  Subsection 2.4A.(i) of
                    the Credit Agreement is hereby deleted in its entirety and
                    the following substituted therefor:

          "(i)  Scheduled Payments of Acquisition Loans.  Company shall make
                ---------------------------------------
     principal payments on the Acquisition Loans in installments on the dates
     and in amounts equal to the percentage of the aggregate amount of the
     Acquisition Loans outstanding on the fourth anniversary of the Closing
     Date, as set forth below:


                                                  SCHEDULED REPAYMENTS
                        DATE                      OF ACQUISITION LOANS
                   =================================================
                   September 30, 2001                   15.0%

                   December 31, 2001                    15.0%
                   March 31, 2002                       20.0%
                   =================================================
                   June 30, 2002                        50.0%
                   =================================================
<PAGE>

     ; provided that the scheduled installments of principal of the Acquisition
       --------
     Loans provided for above shall be reduced in connection with any voluntary
     or mandatory prepayments of the Acquisition Loans in accordance with
     subsection 2.4B(iv); and provided further, that the Acquisition Loans and
                              -------- -------
     all other amounts owed hereunder with respect to the Acquisition Loans
     shall be paid in full no later than June 30, 2002 with respect thereto and
     the final installment payable by Company in respect of the Acquisition
     Loans on such date shall be in an amount, if such amount is different from
     that provided for above, sufficient to repay all amounts owing by Company
     under this Agreement with respect to the Acquisition Loans."

               (8)  Amortization of Tranche B Term Loans:  Subsection 2.4A.(iii)
                    of the Credit Agreement is hereby deleted in its entirety
                    and the following substituted therefor:

          "(iii)  Scheduled Payments of Tranche B Term Loans.  Company shall
                  ------------------------------------------
     make principal payments on the Existing Tranche B Term Loans and,
     commencing December 31, 1999 the Supplemental Tranche B Term Loans in
     installments on the dates and in the amounts set forth below:

                                                     SCHEDULED
                                                    REPAYMENT OF
                      DATE                    TRANCHE B TERM LOANS
                --------------------------------------------------
                December 31, 1998                      $   125,000
                --------------------------------------------------
                March 31, 1999                         $   125,000
                June 30, 1999                          $   125,000
                September 30, 1999                     $   125,000
                December 31, 1999                      $   187,500
                --------------------------------------------------
                March 31, 2000                         $   187,500
                June 30, 2000                          $   187,500
                September 30, 2000                     $   187,500
                December 31, 2000                      $   187,500
                --------------------------------------------------
                March 31, 2001                         $   187,500
                June 30, 2001                          $   187,500
                September 30, 2001                     $   187,500
                December 31, 2001                      $   187,500
                --------------------------------------------------
                March 31, 2002                         $   187,500
                June 30, 2002                          $   187,500
                September 30, 2002                     $ 5,625,000
                December 31, 2002                      $ 5,625,000
                --------------------------------------------------
                March 31, 2003                         $ 5,625,000
                June 30, 2003                          $ 5,625,000
                September 30, 2003                     $ 5,625,000
                December 31, 2003                      $ 5,625,000
                --------------------------------------------------
                March 31, 2004                         $ 5,625,000
                June 30, 2004                          $33,062,500
                ==================================================

     ; provided that, with respect to Additional Tranche B Term Loans, if any,
       --------
     such Loans shall be repaid on each of the dates set forth above occurring
     after the Increased Amount Date, in an amount equal to a portion of such
     Additional Tranche B Term Loans, equal to
<PAGE>

     the ratio of (y) the amount the Existing Tranche B Term Loans and
     Supplemental Tranche B Term Loans being repaid on such date and (z) the
     total aggregate amount of such Existing Tranche B Term Loans and
     Supplemental Tranche B Term Loans outstanding on the applicable Increased
     Amount Date, provided further that the scheduled installments of principal

     of the Tranche B Term Loans set forth above shall be reduced in connection
     with any voluntary or mandatory prepayments of the Tranche B Term Loans in
     accordance with subsection 2.4C; and provided further that the
                                           -------- -------
     Tranche B Term Loans and all other amounts owed hereunder with
     respect to the Tranche B Term Loans shall be paid in full no later than
     June 30, 2004, and the final installment payable by Company in respect of
     the Tranche B Term Loans on such date shall be in an amount, if such amount
     is different from that specified above, sufficient to repay all amounts
     owing by Company under this Agreement with respect to the Tranche B Term
     Loans."

               (9)  Certain Investments:  Subsection 7.3(v) of the Credit
                    Agreement is hereby deleted in its entirety and the
                    following substituted therefor:

          "(v)  Company may make extensions of credit or otherwise provide
     credit support to franchisees in respect of the deferral of royalty
     payments, rental payments, taxes, equipment sales, financing of restaurant
     properties, franchise agreements and development or territory agreements of
     such franchisees, provided that the aggregate amount of such credit
                       --------
     extensions and credit support to franchisees created after the Closing Date
     shall at no time be outstanding in an amount greater than $4,000,000 to any
     franchisee or, inclusive of other Contingent Obligations permitted under
     Subsection 7.4(vi), $25,000,000 in the aggregate."

          Subsection 7.3 (xi) of the Credit Agreement is hereby deleted in its
     entirety and the following substituted therefor:

          "(xi)  Company may make and own Permitted Joint Venture Investments;
     and"

               (10) Contingent Obligations:  Subsection 7.4 (vi) of the Credit
                    Agreement is hereby amended by deleting the sum "$5,000,000"
                    from the end of such subsection and substituting the
                    following therefor:

          "$25,000,000 less the aggregate amount of outstanding credit
                       ----
     extensions and credit support to franchisees permitted under Subsection
     7.3(v);"

               (11) Certain Restricted Junior Payments:  Subsection 7.5 of the
                    Credit Agreement is hereby amended by adding the following
                    additional clause (iv) at the conclusion thereof:

          "and (iv) so long as no Potential Event of Default or Event of Default
     shall have occurred and be continuing Company may repurchase or prepay
     Unsecured Subordinated Notes in an aggregate principal amount not to exceed
     $25,000,000; provided that, after giving effect to each such repurchase or
                  --------
     prepayment, Company shall be in compliance, on a Pro Forma Basis with the
     provisions of subsection 7.6D."
<PAGE>

2.  SUPPLEMENTAL TRANCHE B TERM LOANS

     Subject to the terms and conditions of the Credit Agreement as amended
hereby, each Supplemental Tranche B Term Loan Lender identified on the signature
pages to this Amendment agrees to make a Supplemental Tranche B Term Loan to
Company in an amount equal to such Lender's Supplemental Tranche B Term Loan
Commitment.

3.  CONDITIONS PRECEDENT

     a.   The effectiveness of the amendments and other provisions set forth at
          Sections 1 and 2 hereof, are subject to the satisfaction of the
          following conditions on or before the date hereof (the "First
          Amendment Closing Date"):

               (1)  Administrative Agent shall have received sufficient copies
                    of this Amendment, originally executed and delivered by (i)
                    each Loan Party, (ii) Requisite Lenders (which shall include
                    holders of 51% of the aggregate principal amount of the
                    Acquisition Loan Exposure and 51% of the outstanding
                    Existing Tranche B Term Loans), and (iii) each Supplemental
                    Tranche B Term Loan Lender.

               (2)  All corporate and other proceedings taken or to be taken in
                    connection with the making of the Supplemental Tranche B
                    Term Loans as of the First Amendment Closing Date and all
                    documents incidental thereto shall be satisfactory in form
                    and substance to Lead Arranger and Administrative Agent, and
                    Lead Arranger and Administrative Agent  shall have received
                    counter-part originals or certified copies of such documents
                    as either may reasonably request, including, without
                    limitation, (i) resolutions of the Board of Directors, or
                    other officials acting in a similar capacity, by each
                    applicable Loan Party approving and authorizing the
                    execution, delivery and performance of this Amendment,
                    certified as of the First Amendment Closing Date by the
                    secretary or an assistant secretary or other official acting
                    in a similar capacity of such Person as being in full force
                    and effect without modification or amendment,  and (ii)
                    signature and incumbency certificates of the officers or
                    other officials acting in a similar capacity of such Person
                    executing this Amendment.

               (3)  Administrative Agent and its counsel shall have received
                    originally executed copies of the favorable written opinions
                    of Cohen Pollock Merlin Axelrod & Tanenbaum, LLP and Dorsey
                    & Whitney, counsel for Company and Subsidiary Guarantors,
                    as to such matters as Lead Arranger or Administrative Agent
                    may reasonably request, and otherwise in form and substance
                    reasonably satisfactory to Lead Arranger and Administrative
                    Agent, dated as of the First Amendment Closing Date.
<PAGE>

               (4)  Administrative Agent shall have received a fully executed
                    and delivered Notice of Borrowing with respect to the
                    Supplemental Tranche B Term Loans.

               (5)  As of the First Amendment Closing Date, the representations
                    and warranties contained in the Credit Agreement and in the
                    other Loan Documents shall be true, correct and complete in
                    all material respects on and as of the First Amendment
                    Closing Date to the same extent as though made on and as of
                    that date, except to the extent such representations and
                    warranties specifically relate to an earlier date, in which
                    case such representations and warranties shall have been
                    true, correct and complete in all material respects on and
                    as of such earlier date.

               (6)  As of the First Amendment Closing Date, no event shall have
                    occurred and be continuing or would result from the
                    consummation of the borrowing contemplated by such Funding
                    Notice that would constitute an Event of Default or a
                    Potential Event of Default.

               (7)  As of the First Amendment Closing Date, Company shall have
                    paid to Administrative Agent, for distribution to each
                    Lender executing and delivering this Agreement, a
                    nonrefundable amendment fee in an amount equal to (i)  the
                    aggregate amount of such Lender's Acquisition Loan Exposure,
                    Revolving Loan Exposure, Term Loan Exposure and Tranche B
                    Term Loan Exposure (in each case prior to giving effect to
                    the transactions contemplated hereby), times (ii) .05%.

               (8)  As of the First Amendment Effective Date, Company shall be
                    in compliance, on a Pro Forma Basis after giving effect to
                    the making of the Supplemental Tranche B Term Loans and, if
                    applicable, for the Additional Tranche B Term Loans, with
                    the requirements of subsection 7.6D as of the last day of
                    the most recent fiscal quarter for which results are
                    available.

     (b)  Upon the occurrence of the First Amendment Closing Date, the Credit
          Agreement thereto shall be amended as set forth in Sections 1 and 2
          hereof and all references in any other Loan Document to the Credit
          Agreement shall be a reference to the Credit Agreement, as amended
          pursuant to Sections 1 and 2 hereof.  Each Lender making a
          Supplemental Tranche B Term Loan may request that Company issue to
          such Lender a new Tranche B Term Note in the form of Exhibit IV-E to
          the Credit Agreement and, Company shall issue such Note or Notes, as
          applicable.  Notwithstanding anything herein or in any other Loan
          Document to the contrary, each other Loan Document, including, without
          limitation, the Tranche B Term Notes, Company Pledge Agreement, the
          Company Security Agreement, the Subsidiary Pledge Agreements and the
          Subsidiary Security Agreements, shall continue in full force and
          effect and, to the extent covered thereby, continue to secure the
          Obligations (including, without limitation, the Supplemental Tranche B
          Term Loans and the Additional Tranche B Term Loans, if any).
<PAGE>

4.  ACKNOWLEDGMENT AND CONSENT

     a.   Each Subsidiary Guarantor hereby acknowledges that it has reviewed the
          terms and provisions of this Amendment and consents to the amendment
          of the Credit Agreement effected pursuant to this Amendment.  Each
          Subsidiary Guarantor hereby confirms that each Loan Document to which
          it is a party or otherwise bound and all Collateral encumbered thereby
          will continue to guaranty or secure, as the case may be, to the
          fullest extent possible, the payment and performance of all
          Obligations (including, without limitation, the Supplemental Tranche B
          Term Loans and the Additional Tranche B Term Loans, if any).

     b.   Each Subsidiary Guarantor acknowledges and agrees that each of the
          Loan Documents to which it is a party or otherwise bound shall
          continue in full force and effect and that all of its Obligations
          thereunder (including, without limitation, the Supplemental Tranche B
          Term Loans and the Additional Tranche B Term Loans, if any) shall be
          valid and enforceable and shall not be impaired or limited by the
          execution or effectiveness of this Amendment.

5.  MISCELLANEOUS

     a.   This Amendment shall be binding upon the parties hereto and their
          respective successors and assigns and shall inure to the benefit of
          the parties hereto and the successors and assigns of Lenders.  No Loan
          Party's rights or obligations hereunder or any interest therein may be
          assigned or delegated by any Loan Party without the prior written
          consent of all Lenders.

     b.   In case any provision in or obligation hereunder or any Note shall be
          invalid, illegal or unenforceable in any jurisdiction, the validity,
          legality and enforceability of the remaining provisions or
          obligations, or of such provision or obligation in any other
          jurisdiction, shall not in any way be affected or impaired thereby.

     c.   Section headings herein are included herein for convenience of
          reference only and shall not constitute a part hereof for any other
          purpose or be given any substantive effect.

     d.   THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
          SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
          ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     e.   To facilitate reference to the provisions of the Credit Agreement, as
          amended by this Amendment, each Lender executing this Amendment hereby
          authorizes Administrative Agent, on its behalf, at the election of
          Lead Arranger to enter into an amendment and restatement of the Credit
          Agreement, as amended by this  Amendment; provided that any such
                                                    --------
          amendment and restatement shall be distributed to each Lender.

     f.   This Amendment may be executed in any number of counterparts, each of
          which when so executed and delivered shall be deemed an original, but
          all such counterparts together shall constitute but one and the same
          instrument.
<PAGE>

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

COMPANY:
                                         AFC ENTERPRISES, INC.


                                         By:  /s/ Samuel N. Frankel
                                             -----------------------------------
                                                Name:   Samuel N. Frankel
                                                Title: Executive Vice President

SUBSIDIARY GUARANTORS:                   CINNABON INTERNATIONAL, INC.


                                         By: /s/ Samuel N. Frankel
                                             -----------------------------------
                                                Name:  Samuel N. Frankel
                                                Title:  Executive Vice President


                                         CINNABON, INC.


                                         By: /s/ Samuel N. Frankel
                                             -----------------------------------
                                                Name:  Samuel N. Frankel
                                                Title:  Secretary

                                         AFC PROPERTIES, INC.


                                         By: /s/ Samuel N. Frankel
                                             -----------------------------------
                                                Name:  Samuel N. Frankel
                                                Title:  Secretary

                                         SEATTLE COFFEE COMPANY


                                         By: /s/ Samuel N. Frankel
                                             -----------------------------------
                                                Name:  Samuel N. Frankel
                                                Title:  Vice President


<PAGE>

                                         SEATTLES BEST COFFEE, LLC


                                         By: /s/ Samuel N. Frankel
                                             -----------------------------------
                                                Name:  Samuel N. Frankel
                                                Title:  Secretary

                                         TORREFAZIONE ITALIA, LLC


                                         By: /s/ Samuel N. Frankel
                                             -----------------------------------
                                                Name:  Samuel N. Frankel
                                                Title:  Secretary

                                         AFC FRANCHISE ACQUISITION CORP.


                                         By: /s/ Samuel N. Frankel
                                             -----------------------------------
                                                Name:  Samuel N. Frankel
                                                Title:  Secretary

<PAGE>

<TABLE>
<C>                                      <S>
SYNDICATION AGENT                        GOLDMAN SACHS CREDIT PARTNERS L.P.,
AND LEAD ARRANGER:                           individually as a Lender and as Syndication
                                             Agent and Lead Arranger

                                         By:    [illegible]
                                            -------------------------------------------
                                                         Authorized Signatory
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>
ADMINISTRATIVE AGENT:                    CANADIAN IMPERIAL BANK OF COMMERCE,
                                         as Administrative Agent

                                         By:    [illegible]
                                            -------------------------------------------
                                                 Name:
                                                 Title:
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>
LENDERS:                                 BANK OF AMERICA, N.A.,
                                         as a Lender

                                         By:    [illegible]
                                            -------------------------------------------
                                                  Name:
                                                  Title:
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>
                                         BANKBOSTON, N.A.,
                                         as a Lender

                                         By:    [illegible]
                                            -------------------------------------------
                                                  Name:
                                                  Title:
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>
                                         CIBC INC.,
                                         as a Lender

                                         By:  /s/ Katherine Bass
                                            -------------------------------------------
                                                 Name:  Katharine Bass
                                                 Title:  CIBC Word Markets Corp. As Agent
</TABLE>
<PAGE>

<TABLE>                                  <C>
<S>                                      CREDIT LYONNAIS, NEW YORK BRANCH,
                                         as a Lender

                                         By:    [illegible]
                                            -------------------------------------------
                                                  Name:
                                                  Title:
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>
                                         FLEET BUSINESS CREDIT CORPORATION,
                                         as a Lender

                                         By: /s/ Mark Flamm
                                            -------------------------------------------
                                                Name:  Mark Flamm
                                                Title:  Vice President
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>
                                         FLOATING RATE PORTFOLIO,
                                         as a Lender
                                         By: INVESCO Senior Secured Management, Inc.,
                                             as attorney in fact

                                         By: /s/ Anne M. McCarthy
                                            -------------------------------------------
                                                Name:  Anne M. McCarthy
                                                Title:  Authorized Signatory
</TABLE>
<PAGE>

                                         GENERAL ELECTRIC CAPITAL CORPORATION,
                                         as a Lender

                                         By: /s/ William E. Magee
                                            ----------------------------------
                                             Name:  William E. Magee
                                             Title:  Duly Authorized Signatory
<PAGE>

                                         KZH ING-1 LLC,
                                         as a Lender

                                         By:   [illegible]
                                            ----------------------------------
                                               Name:
                                               Title:
<PAGE>

                                         KZH RIVERSIDE LLC,
                                         as a Lender

                                         By:   [illegible]
                                            ----------------------------------
                                               Name:
                                               Title:
<PAGE>

                                         KZH ING-3 LLC,
                                         as a Lender

                                         By:  [illegible]
                                            ----------------------------------
                                              Name:
                                              Title:
<PAGE>

                                       OXFORD STRATEGIC INCOME FUND,
                                       as a Lender
                                       By: Eaton Vance Management, as Investment
                                           Advisor

                                       By:    [illegible]
                                          ----------------------------------
                                              Name:
                                              Title:
<PAGE>

                                         SENIOR DEBT PORTFOLIO, as a Lender
                                         By: Boston Management and Research, as
                                             Investment Advisor

                                         By:    [illegible]
                                            -------------------------------
                                                Name:
                                                Title:
<PAGE>

                                       PNC BANK, NATIONAL ASSOCIATION,
                                       as a Lender

                                       By:  [illegible]
                                          --------------------------------------
                                            Name:
                                            Title:
<PAGE>

                                       STEIN ROE & FARNHAM CLO I LTD.,
                                       as a Lender
                                       By: Stein Roe & Farnham Incorporated, as
                                           Portfolio Manager


                                       By: /s/ Brian W. Good
                                          --------------------------------------
                                             Name: Brian W. Good
                                             Title: Vice President and Portfolio
                                                    Manager
<PAGE>

                                       SOUTHTRUST BANK, N.A.,
                                       as a Lender


                                       By:  [illegible]
                                          --------------------------------------
                                            Name:
                                            Title:
<PAGE>

                                       TRANSAMERICA BUSINESS CREDIT CORPORATION,
                                       as a Lender

                                       By:  [illegible]
                                          --------------------------------------
                                            Name:
                                            Title:
<PAGE>

                                       VAN KAMPEN SENIOR FLOATING RATE FUND,
                                       as a Lender
                                       By:  Van Kampen Investment Advisory Inc.


                                       By: /s/ Darvin D. Pierce
                                          --------------------------------------
                                              Name: Darvin D. Pierce
                                              Title: Vice President
<PAGE>

SCHEDULE A TO

                                                                 FIRST AMENDMENT

                 SUPPLEMENTAL TRANCHE B TERM LOAN COMMITMENTS




LENDER                               Supplemental Tranche B Term Loan Commitment
------                               -------------------------------------------

Goldman Sachs Credit Partners L.P.

                                     $25,000,000

                    Total

                                     $25,000,000
                                     ===========