FIRST AMENDMENT TO CREDIT AGREEMENT


     THIS  FIRST  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 June 1, 1998,  by and among 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.

     1.2 New Terms.  The  following  shall be deemed added to Section 1.1 of the
Credit Agreement in the appropriate alphabetical order:

     "Subsidiary  Guarantor" shall mean any wholly-owned  Subsidiary of Borrower
which has executed a Subsidiary Guaranty pursuant to Section 5.21.

     "Subsidiary  Guaranty" shall mean a guaranty,  in substantially the form of
Exhibit H  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 5.21.

     2.  Amendment to Existing  Section 5.19.  Clause (vii) of existing  Section
5.19 of the Credit  Agreement  is amended by deleting  said clause  (vii) in its
entirety and substituting in its place the following revised clause (vii):

     (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
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


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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 5.19  (including,  particularly,  clauses (x),
(xi)  and  (xii)  below)  which  may  be  construed  otherwise  to  permit  such
investments.

     3. Amendment to Existing Section 5.20.  Existing Section 5.20 of the Credit
Agreement is amended by adding thereto  immediately  after the words "any of the
following" and before the colon in the fourth line thereof, these words:

     ,unless  such  Subsidiary  has  executed  and  delivered  to  the  Agent  a
Subsidiary Guaranty and all related documents required by Section 5.21 such that
Section 5.20, as so amended, shall read in its entirety as follows:

     SECTION 5.20. Subsidiary Debt.

     Except to the extent expressly permitted in clause (vii) of Section 5.19 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 Agent 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)  Guarantees;  (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.

     4.  Addition of New Section  5.21. A new Section 5.21 shall be added to the
Credit Agreement: 
                  
     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 Agent 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 June 30, 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.

     5.  EFFECTIVE  DATE;  CONDITIONS TO  EFFECTIVENESS.  All  amendments to the
Credit  Agreement  made  herein  shall  become  effective  as of June  1,  1998;
provided,  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


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Banks, to-wit: (i) a Secretary's (or Assistant Secretary's)  Certificate for the
Borrower;  (ii) this Amendment;  (iii) Subsidiary  Guaranties and  corresponding
Subsidiary  Guaranty  Documents  for each  wholly-owned  Subsidiary  of Borrower
existing on the date of this Amendment.

     6. 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.

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

     8.  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.

     9. 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.

     10. 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"

                             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



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                             SUNTRUST BANK, ATLANTA

                             By:_________________________________
                             Name:____________________________
                             Title:_____________________________

                             By:_________________________________
                             Name:____________________________
                             Title:_____________________________

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

                             By:_________________________________
                             Name:____________________________
                             Title:_____________________________

                             By:_________________________________
                             Name:____________________________
                             Title:_____________________________

                             BANKBOSTON, N.A.

                             By:_________________________________
                             Name:____________________________
                             Title:_____________________________

                             COMERICA BANK

                             By:_________________________________
                             Name:____________________________
                             Title:_____________________________









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