SECOND AMENDMENT TO CREDIT AGREEMENT


     This Second  Amendment to Credit  Agreement (this  "Amendment") is made and
entered into as of November 17, 1998 between Avado Brands,  Inc. (formerly known
as 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  (as  further
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  5.18 of the Credit  Agreement  is hereby  amended by
adding the following new subsection (xiii) to read in its entirety 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.

                                    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 3.4 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,  and the Master Lease Agreement effecting
substantially  the same  changes  as are  effected  to the Credit  Agreement  by


                                       1
<PAGE>
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 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 3.4.

                                    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.

     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.




                                       2
<PAGE>

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

                       "Borrower"

                       AVADO BRANDS, INC. (formerly known as APPLE SOUTH, INC.)

                       By:
                       Its authorized officer

                       Attest:
                       Its authorized officer

                                                [SEAL]

                       "Lender"

                       FIRST UNION NATIONAL BANK

                       By:
                       Its authorized officer










                                       3