AMENDMENT TO CREDIT AGREEMENT


     This Amendment to Credit  Agreement (this  "Amendment") is made and entered
into as of the 28th day of June, 1998 between Apple South, Inc. (the "Borrower")
and First Union National Bank (the "Lender").

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower  and the  Lender  have made and  entered  into that
certain  Credit  Agreement,  dated  as of May 8,  1998  (as  amended,  modified,
supplemented, or restated from time to time, the "Credit Agreement"; capitalized
terms used herein and not  otherwise  defined  shall have the meanings  assigned
thereto in the Credit Agreement);

     WHEREAS,  pursuant to the Credit Agreement,  the Lender has extended to the
Borrower a revolving loan facility in the principal amount of up to $30,000,000;

     WHEREAS,  the Borrower  wishes to amend  certain  provisions  of the Credit
Agreement, as set forth herein;

     WHEREAS,  the Lender is willing to agree to the  foregoing  on the terms as
set forth herein;

     NOW  THEREFORE,  for  and in  consideration  of the  foregoing  and for ten
dollars  ($10.00)  and other good and  valuable  consideration,  the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1
                              Existing Definitions

     Capitalized  terms not otherwise  defined  herein shall have the meaning or
meanings ascribed to them in the Credit Agreement.

                                    ARTICLE 2
                         Amendments to Credit Agreement

     Section 2.1 Section 1.1 of the Credit Agreement is hereby amended by adding
the following new definitions:

     "Subsidiary  Guarantor" shall mean any wholly-owned  Subsidiary of Borrower
which has executed a Subsidiary Guaranty pursuant to Section 5.23 hereof.

     "Subsidiary  Guaranty" shall mean a guaranty,  in substantially the form of
Exhibit C  attached  hereto,  pursuant  to which a  wholly-owned  Subsidiary  of
Borrower shall guarantee all debts,  liabilities and obligations of the Borrower
hereunder, all in accordance with Section 5.23.

     Section 2.2 Clause (vii) of Section 5.18 of the Credit  Agreement is hereby
amended in its entirety to read as follows:

     (vii)  Subsidiaries.  Make investments in Consolidated  Subsidiaries of the
Borrower in the ordinary course of, and pursuant to the reasonable  requirements
of, the Borrower's and such Subsidiaries'  respective businesses,  provided that
the aggregate  amount of such  investments  which may be  outstanding at any one
time hereafter, as to all such Subsidiaries, other than any which are Subsidiary
Guarantors  (as to which no  limitation  shall  apply),  shall not  exceed  five
percent  (5%) of  consolidated  total  assets of Borrower  and its  Consolidated
Subsidiaries;  it being  understood  and agreed that (a) there shall be excluded
from  such  calculation  any  investment  deemed  made by the  Borrower  in DF&R
Restaurants,  Inc., a Texas  corporation  which is a wholly-owned,  Consolidated
Subsidiary of the Borrower, pursuant to the accounting for the prior acquisition
of such  corporation by the Borrower as a pooling of interests;  (b) there shall
be deducted in any event from the amount of  investments in  Subsidiaries  which


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may be made  pursuant to this clause (vii) the aggregate  amount of  Capitalized
Lease Obligations of all Subsidiaries which are at any time outstanding,  if and
to the extent not  already  counted  against  such  amount as an  investment  of
Borrower; i.e., as a Capitalized Lease Obligation owing to Borrower as lessor or
sublessor;  and (c) the  provisions  of this clause (vii) shall be the exclusive
means by which the  Borrower (or any  Subsidiary)  may make  investments  in any
Subsidiaries  (whether or not wholly-owned  Subsidiaries) and shall override any
other  provisions of this Section 5.18  (including,  particularly,  clauses (x),
(xi)  and  (xii)  below)  which  may  be  construed  otherwise  to  permit  such
investments.

     Section 2.3 Section 5.19 of the Credit  Agreement is hereby  amended in its
entirety to read as follows:

     SECTION 5.19. Subsidiary Debt.

     Except as to the extent expressly permitted in clause (vii) of Section 5.18
of this Agreement,  the Borrower will not permit any Consolidated  Subsidiary of
the Borrower which is a wholly-owned Subsidiary,  directly or indirectly, of the
Borrower, to create, incur or suffer to exist any of the following,  unless such
Subsidiary  has executed and  delivered to the Lender a Subsidiary  Guaranty and
all  other  Subsidiary   Guaranty   Documents  required  by  Section  5.21:  (i)
indebtedness for borrowed funds; (ii) Capitalized Lease  Obligations,  provided,
however, that DF&R Restaurants,  Inc. and its Subsidiaries may incur Capitalized
Lease  Obligations  in an  aggregate  amount not to exceed Ten  Million  Dollars
($10,000,000)  at any  one  time  outstanding;  (iii)  Guaranties;  (iv)  debts,
liabilities or obligations to any seller  incurred to pay the deferred  purchase
price of property or services  having a deferred  purchase  price of One Million
Dollars  ($1,000,000) or more,  excepting,  in any event, trade accounts payable
arising in the ordinary  course of business and purchase  options prior to their
exercise;  and (v) debts,  liabilities  or  obligations  in respect of Synthetic
Leases.

     Section 2.4 The Credit  Agreement is hereby amended by adding a new Section
5.23 to read in its entirety as follows:

     SECTION 5.21. Subsidiary Guaranties.

     Effective  as of June 1,  1998,  Borrower  shall  cause  each  Consolidated
Subsidiary  of the  Borrower  which is a  wholly-owned  Subsidiary,  directly or
indirectly,  of Borrower  then  existing or  thereafter  acquired or coming into
existence (excepting therefrom any having total assets of less than Ten Thousand
Dollars ($10,000) to execute a Subsidiary Guaranty, together with all other such
documents  which the Lender may  reasonably  request  in  connection  therewith,
including  a  secretary's  certificate,  confirming  the  existence  of enabling
authorization  in respect  of such  Subsidiary  Guarantor  and  signing  officer
incumbency, and an opinion of counsel,  confirming that such Subsidiary Guaranty
is a valid, binding and enforceable  obligation of the Subsidiary party thereto,
subject to customary assumptions, exceptions and limitations acceptable to Agent
(herein  called,  collectively,  together with the  Subsidiary  Guaranties,  the
"Subsidiary  Guaranty  Documents").  As to all such Subsidiaries in existence on
June 1, 1998,  Borrower shall cause all such  Subsidiary  Guaranty  Documents in
respect  thereof to have been executed and delivered as soon as practicable  but
in any event by July 15, 1998.  As to all such  Subsidiaries  acquired or coming
into  existence  subsequent  to June 1,  1998,  Borrower  shall  cause  all such
Subsidiary  Guaranty  Documents  in respect  thereof to have been  executed  and
delivered as soon as practicable after, but in any event within thirty (30) days
after, its acquisition or creation.

     Section 2.5 The Credit  Agreement is hereby amended by adding a new Exhibit
C to read in its entirety as set forth in Exhibit C to this Amendment.

     Section 2.6 Schedule 4.8 to the Credit  Agreement is hereby  amended in its
entirety to read as set forth in Schedule 4.8 hereto.



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                                    ARTICLE 3
                           Conditions to Effectiveness

     Section 3.1 Effective  Date.  The  amendments  to the Credit  Agreement set
forth in this  Amendment  shall become  effective  as of the date first  written
above (the "Effective Date"), after all the conditions set forth in Sections 3.2
through 3.6 shall have been satisfied.

     Section 3.2 Execution of this  Amendment.  This  Amendment  shall have been
executed and delivered by the Borrower.

     Section 3.3 Amendment of Liquidity  Agreement , Wachovia  Credit  Agreement
and Senior  Notes and Senior Note  Indenture.  Borrower  shall have entered into
amendments  to the Liquidity  Agreement,  Wachovia  Credit  Agreement and Senior
Notes and Senior Note Indenture effecting  substantially the same changes as are
effected to the Credit Agreement by Article 2 hereof, true and correct copies of
which shall have been provided to the Lender, and which shall be satisfactory in
form, scope and substance to Lender.

     Section  3.4  Subsidiary   Guaranties.   The  Lender  shall  have  received
Subsidiary  Guaranties  from  each  of the  Borrower's  Subsidiaries  listed  on
Schedule 4.8 hereto, together with all applicable Subsidiary Guaranty Documents,
each of which shall be satisfactory in form, scope and substance to Lender.

     Section  3.5  Satisfaction  of Other  Conditions.  The  Lender  shall  have
received  counterparts or evidence of each of the following,  in form, scope and
substance satisfactory to the Lender and its counsel:

     (a) A secretarial and incumbency  certificate  for the Borrower,  including
evidence  of  the  approval  of  Borrower's  board  (or an  executive  committee
thereof);

     (b) The certificate described in Section 3.6 below from the Borrower; and

     (c) Borrower shall have paid to Lender an amendment fee of $7,500.

     Section 3.6 Compliance with Warranties No Default

     (a) As of the Effective Date, the  representations and warranties set forth
in the Credit  Agreement,  and the  representations  and warranties set forth in
each of the Loan Documents shall be true and correct in all material respects;

     (b) As of the  Effective  Date,  no Default or Event of Default  shall have
occurred and be continuing;

     (c) Lender shall have received from the Borrower a  certificate,  dated the
Effective Date,  certifying matters set forth in subsections (a) and (b) of this
Section 3.6.


                                    ARTICLE 4
                                  Miscellaneous

     Section  4.1  Entire  Agreement.  This  Amendment,  together  with the Loan
Documents,  reflects the entire understanding of the parties with respect to the
subject matter contained herein, and, other than the Loan Documents,  supersedes
any prior agreements, whether written or oral.

     Section 4.2 Cross  References.  References in this Amendment to any article
or section are, unless otherwise  specified,  to such article or section of this
Amendment.

     Section 4.3 No Cure or Waiver.  This  Amendment  is not intended to be, and
shall not be deemed or construed to be, a  satisfaction,  novation or release of
the Credit Agreement or any of the other Loan Documents.



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     Section 4.4 Governing Law. This  Amendment  shall be construed and enforced
in  accordance  with  and  governed  by  all of the  provisions  of the  Uniform
Commercial  Code of  Georgia  and by the  other  internal  laws (as  opposed  to
conflicts of law provisions) of the State of Georgia.

     Section 4.5 Costs.  Borrower  shall pay all costs and expenses of Lender in
connection with the preparation, negotiation and documentation of this Amendment
and any other documents executed in connection herewith,  including all fees and
expenses of Lender's counsel.  Borrower  authorizes Lender to pay any such costs
as a Revolving  Loan advance if not paid  reasonably  promptly by Borrower  upon
receipt of an invoice  therefor  (notwithstanding  any limitation on the minimum
size of any such advance).

     Section 4.6  Captions.  Titles or captions of articles and sections  hereof
are for convenience only and neither limit nor amplify the provisions hereof.

     Section 4.7 No Other  Changes.  Except as  expressly  amended  hereby,  all
representations,  warranties,  terms,  covenants  and  conditions  of the Credit
Agreement and the other Loan Documents  shall remain  unamended and unwaived and
shall continue in full force and effect.

     Section 4.8  Successors and Assigns.  This Amendment  shall be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and assigns.

     WITNESS the hand and seal of each of the  undersigned  as of the date first
written above.

                            "Borrower"

                            APPLE SOUTH, INC.

                            By:
                            Its authorized officer

                            Attest:
                            Its authorized officer

                                                  [SEAL]

                            "Lender"

                            FIRST UNION NATIONAL BANK

                            By:
                            Its authorized officer


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