SECOND AMENDMENT TO CREDIT AGREEMENT


     THIS  SECOND  AMENDMENT  TO  CREDIT  AGREEMENT  (hereinafter,  as it may be
modified,  amended or supplemented from time to time, called this  "Amendment"),
made and entered into as of October 15, 1998,  by and among AVADO  BRANDS,  INC.
f/k/a APPLE  SOUTH,  INC., a Georgia  corporation  ("Borrower");  the  financial
institutions  from time to time  party to the  "Credit  Agreement"  defined  and
described below and identified as the "Banks" therein (collectively, the "Banks"
or, individually, a "Bank"); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national
banking association,  successor-by-merger to WACHOVIA BANK OF GEORGIA,  NATIONAL
ASSOCIATION,  acting  as agent  for the  Banks  (Wachovia,  when  acting in such
capacity, herein sometimes called the "Agent").

     WHEREAS,  heretofore,  Borrower,  Banks and Agent made and  entered  into a
certain Credit Agreement,  dated as of April 1, 1998 (which, as amended pursuant
hereto, is called herein the "Credit Agreement"); and

     WHEREAS,  Borrower,  Banks  and  Agent  have  agreed  to amend  the  Credit
Agreement in certain respects, as described more particularly below;

     NOW,  THEREFORE,  in consideration of the sum of TEN DOLLARS ($10.00),  the
foregoing premises, to induce Banks to amend the Credit Agreement and extend the
credit provided for therein, and for other good and valuable consideration,  the
sufficiency and receipt of all of which are  acknowledged,  Banks, the Agent and
Borrower agree as follows:

     1. DEFINITIONS, TERMS AND REFERENCES.

     1.1  Terms  Incorporated  by  Reference.  Capitalized  terms  used  in this
Amendment  but not  otherwise  expressly  defined  herein  shall  have  the same
meanings as given to such terms in the Credit Agreement.

     2.  Amendment  to Existing  Section  5.19.  Existing  Section 5.19 shall be
amended by placing  "; or" at the end of  existing  clause  (xii)  thereof,  and
adding a new clause (xiii) thereof, to read as follows:

     (xiii) Other Advances. Make loans or advances to Affiliates,  shareholders,
directors,  officers or employees, in addition to those described in clauses (i)
through  (xii)  hereinabove,  in an aggregate  amount,  as to all such loans and
advances at any one time  outstanding  to all such Persons,  not to exceed Eight
Million  Dollars  ($8,000,000),  so long as, and provided  that, (A) no Event of
Default  then exists and (B) each such loan or advance is repaid,  in full,  not
later than two (2) years from the date of its disbursement.

     3.  EFFECTIVE  DATE;  CONDITIONS TO  EFFECTIVENESS.  All  amendments to the
Credit  Agreement  made  however,  that the  following  shall have been executed
and/or  delivered  to the Agent on or before  such date,  in form and  substance
satisfactory to the Banks, to-wit: (i) a Secretary's (or Assistant  Secretary's)
Certificate for the Borrower; and (ii) this Amendment.

     4. EFFECT OF AMENDMENT.  Except as set forth expressly herein, all terms of
the Credit Agreement, as amended hereby, and the other Loan Documents,  shall be
and  remain in full  force and effect  and shall  constitute  the legal,  valid,
binding and  enforceable  obligations  of  Borrower  to Banks and Agent.  To the
extent any terms and conditions in any of the Loan Documents shall contradict or
be in  conflict  with any terms or  conditions  of the Credit  Agreement,  after
giving effect to this  Amendment,  such terms and  conditions  are hereby deemed
modified  and amended  accordingly  to reflect the terms and  conditions  of the
Credit  Agreement  as modified  and amended  hereby.  It is not  intended by the
parties that this Amendment constitute, and this Amendment shall not constitute,
a novation or accord and satisfaction.

     5. RESTATEMENT OF REPRESENTATIONS AND WARRANTIES. To induce Banks and Agent
to enter into this  Amendment (A) Borrower  hereby  restates and renews each and


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every  representation and warranty heretofore made by it under, or in connection
with, the execution and delivery of, the Credit  Agreement;  (B) Borrower hereby
restates,  ratifies and reaffirms each and every term and condition set forth in
the Credit Agreement,  as amended hereby, and in the Loan Documents,  as amended
hereby,  and in the Loan  Documents,  effective as of the date  hereof;  and (C)
Borrower  hereby  certifies  that no Event of Default or Default  Condition  has
occurred and is continuing.

     6.  GOVERNING  LAW. This  Amendment  shall be governed by, and construed in
accordance  with,  the laws of the State of Georgia and all  applicable  federal
laws of the United States of America.

     7. COSTS AND  EXPENSES.  Borrower  agrees to pay all costs and  expenses of
Agent  incurred in  connection  with the  preparation,  execution,  delivery and
enforcement  of  this  Amendment  and  all  other  Loan  Documents  executed  in
connection herewith, including the reasonable fees and out-of-pocket expenses of
Agent's counsel.

     8. LOAN DOCUMENT.  This Amendment shall  constitute a Loan Document for all
purposes of the Credit Agreement, and be governed accordingly.

     IN WITNESS WHEREOF, Borrower, the Agent, and each Bank have set their hands
as of the day and year first above written.

                            "BORROWER"

                            AVADO BRANDS, INC. f/k/a
                            APPLE SOUTH, INC.


                            By:_________________________________
                               Erich J. Booth, Chief Financial
                               Officer and Treasurer


                            Attest:_____________________________
                                   Tonya Benjamin, Assistant Secretary

                            "BANKS"

                            WACHOVIA BANK, NATIONAL
                            ASSOCIATION, as the Agent and as a Bank

                            By:________________________________
                               W. Tompkins Rison, Vice President

                            SUNTRUST BANK, ATLANTA

                            By:_________________________________
                            Name:____________________________
                            Title:_____________________________

                            By:_________________________________
                            Name:____________________________
                            Title:_____________________________

                            COOPERATIEVE CENTRALE
                            RAIFFEISEN-BOERENLEENBANK B.A.,
                            "RABOBANK NEDERLAND," NEW YORK BRANCH

                            By:_________________________________
                            Name:____________________________
                            Title:_____________________________



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                            By:_________________________________
                            Name:____________________________
                            Title:_____________________________

                            BANKBOSTON, N.A.

                            By:_________________________________
                            Name:____________________________
                            Title:_____________________________

                            COMERICA BANK

                            By:_________________________________
                            Name:____________________________
                            Title:_____________________________




















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