FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT  AGREEMENT,  dated as of September 15, 1999,
is made among  AVADO  BRANDS,  INC.,  as  "Borrower";  WACHOVIA  BANK,  NATIONAL
ASSOCIATION,  BANKBOSTON,  N.A., and the other parties listed as a "Bank" or the
"Banks" on the signature  page(s) hereof,  as "Banks";  WACHOVIA BANK,  NATIONAL
ASSOCIATION,  as "Administrative  Agent" for the Banks, the "Syndication Agent,"
the  "Arranger,"  the   "Co-Arranger"   (each  as  defined  below)  and  itself;
BANKBOSTON,  N.A., as "Syndication Agent " for the Banks;  WACHOVIA  SECURITIES,
INC., as "Arranger";  and BANCBOSTON ROBERTSON STEPHENS, INC., as "Co-Arranger."
The Borrower,  the Banks, the  Administrative  Agent, the Syndication Agent, the
Arranger  and  the  Co-Arranger  are  hereinafter  called,   collectively,   the
"Parties." The Parties are parties to a Credit  Agreement,  dated as of June 22,
1999 (the "Credit  Agreement"),  and are entering  into this  Amendment  for the
purpose of amending the Credit Agreement in the manner specified below.

Accordingly, for value received, the Parties agree as follows:

1. Definitions.

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

     1.2 Change to Accounting  Terms and  Determinations  . The last sentence of
Section 1.2 of the Credit Agreement, which presently reads as follows:

     In determining  compliance of the Borrower with the financial covenants set
forth in Sections 5.4 through 5.7 hereof,  and, in making such  calculations for
any other purposes hereunder,  including,  without limitation, the determination
of  the  Applicable   Margin   pursuant  to  the  definition   thereof  and  the
determination of the unused  commitment fee pursuant to Section 2.6.2, (i) there
shall be excluded from the calculations of Consolidated Net Income, depreciation
and  amortization  expense  and  operating  lease and rent  expense  any amounts
attributable to Applebee's  Neighborhood Grill & Bar restaurants which were sold
prior to the Closing Date, and [(ii)] for the Fiscal Quarters of Borrower ending
closest to June 30, 1999,  September  30, 1999,  December 31, 1999 and March 31,
2000,   interest   expense  shall  be   "annualized,"   rather  than   presented
historically; e.g., for the four (4) Fiscal Quarters ending closest to each such
date, interest expense shall be computed by multiplying interest expense for the
Fiscal Quarter ending closest to such date, and multiplying by four (4).

     shall be deleted in its entirety and the  following  revised last  sentence
shall be substituted in its place:

     In determining  compliance of the Borrower with the financial covenants set
forth in Sections 5.4 through 5.7 hereof,  and, in making such  calculations for
any other purposes hereunder,  including,  without limitation, the determination
of  the  Applicable   Margin   pursuant  to  the  definition   thereof  and  the
determination  of the unused  commitment  fee pursuant to Section  2.6.2,  there
shall be excluded from the calculations of Consolidated Net Income, depreciation
and  amortization  expense  and  operating  lease and rent  expense  any amounts
attributable to Applebee's  Neighborhood Grill & Bar restaurants which were sold
prior to the Closing Date.

     1.3 Change to Defined Term. The defined term "Fixed Charge Coverage Ratio,"
set forth in Section 1.1 of the Credit Agreement, which presently reads:

     "Fixed Charge Coverage Ratio" shall mean, for any fiscal period,  the ratio
which (A) the sum of (i) EBITDAR  for such  period;  plus (ii) the sum  (without
duplication) of (a) any dividends paid in respect of Redeemable  Preferred Stock
during  such  period,  plus (b) any  payments  made  (howsoever  denominated  or
construed)  in respect of any TECONS in such period,  regardless  of maturity or


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the timing of any redemption or repurchase rights granted in regard thereto (the
sum of (a) and (b) above being called, collectively, "Investment Costs" herein);
bears to (B) the sum (without  duplication) of: (i) all Investment  Costs;  plus
(ii) operating lease expense; plus (iii) interest expense; in each case, for the
Borrower and its  Consolidated  Subsidiaries  for the same such  period;  all as
determined under GAAP.

     shall be deleted in its entirety and the  following  revised  definition of
"Fixed Charge  Coverage Ratio" shall be substituted in its place (emphasis added
to reflect additions):

     "Fixed Charge Coverage Ratio" shall mean, for any fiscal period,  the ratio
which (A) the sum of (i) EBITDAR  for such  period;  plus (ii) the sum  (without
duplication) of (a) any dividends paid in respect of Redeemable  Preferred Stock
during  such  period,  plus (b) any  payments  made  (howsoever  denominated  or
construed)  in respect of any TECONS in such period,  regardless  of maturity or
the timing of any redemption or repurchase rights granted in regard thereto (the
sum of (a) and (b) above being called, collectively, "Investment Costs" herein);
bears to (B) the sum (without  duplication) of: (i) all Investment  Costs;  plus
(ii) operating lease expense; plus (iii) interest expense; in each case, for the
Borrower and its  Consolidated  Subsidiaries  for the same such  period;  all as
determined  under  GAAP;  provided,  however,  that for the Fiscal  Quarters  of
Borrower ending closest to June 30, 1999,  September 30, 1999, December 31, 1999
and  March  31,  2000,  interest  expense  shall be  "annualized,"  rather  than
presented historically; that is, computed as follows: (i) for the Fiscal Quarter
ending  closest to June 30,  1999,  multiply  interest  expense  for such Fiscal
Quarter by four (4); (ii) for the Fiscal Quarter ending closest to September 30,
1999,  add together  interest  expense for such Fiscal Quarter and the preceding
Fiscal  Quarter,  divide the sum  obtained by two (2), and multiply the quotient
resulting by four (4);  (iii) for the Fiscal  Quarter ending closest to December
31, 1999, add together  interest expense for such Fiscal Quarter and the two (2)
preceding  Fiscal  Quarters,  divide the sum obtained by three (3), and multiply
the  quotient  resulting  by four (4);  and (iv) for the Fiscal  Quarter  ending
closest to March 31, 2000, add together interest expense for such Fiscal Quarter
and the three (3) preceding Fiscal Quarters, divide the sum obtained by four (4)
and multiply the quotient resulting by four (4).

     1.4 Certain  Designations.  Section 9.20 of the Credit  Agreement  (Certain
Designations)  shall be amended by adding  thereto,  at the present end thereof,
the following sentence:

     Without  limitation  of the  foregoing,  neither  the  "Arranger"  nor  the
"Co-Arranger" shall be necessary parties to any consent,  waiver or amendment to
this  Agreement  which  may be made  hereafter,  and any  requirement  for their
signatures to any such document are hereby waived by the other parties hereto.

2. Miscellaneous.

     2.1 Effect and Effective  Date of  Amendments.  The  effective  date of the
amendments to the Credit Agreement set forth in Sections 1.2 and 1.3 above shall
be the Closing  Date.  Except as set forth  expressly  herein,  all terms of the
Credit Agreement shall remain unchanged.  It is not intended by the Parties that
this Amendment constitute,  and this Amendment,  shall not constitute a novation


     2.2 Georgia Law. THIS AMENDMENT  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND
GOVERNED BY THE LAW OF THE STATE OF GEORGIA.

     2.3   Counterparts.   This  Amendment  may  be  signed  in  any  number  of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     2.4 Entire Agreement.  This Amendment shall constitute the entire agreement
among the parties with respect to the subject matter hereof.



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     2.5  Restatement of  Representations  and  Warranties.  To induce all other
Parties 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,  effective as of the date hereof; and (C) Borrower
hereby certifies that no Event of Default or Default  Condition has occurred and
is continuing.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed,  under seal, by their respective  authorized officers,  as of the
day and year first above written.

"BORROWER"

AVADO BRANDS, INC.                          (SEAL)


By:_________________________________
     Louis J. Profumo
     Senior Vice President of Finance

Attest:_____________________________
John G. McLeod, Jr.
Secretary


                                            "BANKS"

WACHOVIA BANK, NATIONAL
ASSOCIATION, as the Administrative Agent and as
a Bank                                               (SEAL)


By:________________________________
     W. Tompkins Rison, Vice President




BANKBOSTON, N.A., as Syndication Agent
and as a Bank                               (SEAL)


By:________________________________
      Name:__________________________
      Title:___________________________


SUNTRUST BANK, ATLANTA,
as a Bank

By:________________________________
     Name:___________________________
     Title:____________________________


By:________________________________
     Name:___________________________
     Title:____________________________

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



<PAGE>

By:________________________________
     Name:___________________________
     Title:____________________________


By:________________________________
     Name:___________________________
     Title:____________________________


COMERICA BANK,
as a Bank
(SEAL)

By:________________________________
      Name:___________________________
      Title:____________________________



SOUTHTRUST BANK, NATIONAL ASSOCIATION, as a Bank
(SEAL)


By:________________________________
      Name:___________________________
      Title:____________________________