SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT,  dated as of October 4, 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;  and
BANKBOSTON, N.A., as "Syndication Agent" for the Banks. The Borrower, the Banks,
the  Administrative  Agent and the  Syndication  Agent are  hereinafter  called,
collectively,  the  "Parties."  The Parties  are parties to a Credit  Agreement,
dated as of June 22, 1999, as amended to date (the "Credit Agreement"),  and are
entering  into this  Amendment  for the purpose of further  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.

2. Amendments.

     2.1 Other  Advances.  Section  5.20 of the Credit  Agreement  is amended by
adding to  existing  clause  (ix)  thereof  ("Other  Advances"),  the  following
proviso:

     provided,  however,  that, in addition to and separate from the  foregoing,
the Borrower may make an additional loan to Tom E. Dupree, Jr., in an amount not
to exceed Three Million  Dollars  ($3,000,000),  on or about October 4, 1999, so
long as, and provided  that,  (A) no Default then has occurred and is continuing
or would be caused  thereby,  (B) such loan is repaid in full by not later  than
December 31, 1999,  (C) such loan bears a market rate of interest  until paid in
full, (D) repayment of such loan is secured by a lien on otherwise  unencumbered
real  property  owned by Tom E. Dupree,  Jr. or his spouse  personally  (or by a
Person,  other than the Borrower or any of its Subsidiaries  owned or controlled
by Tom E.  Dupree,  Jr. or his  spouse),  having a fair market value of at least
Three  Million  Dollars  ($3,000,000),   and  evidence  thereof  (including  the
recordation  of a mortgage,  deed to secure debt or deed of trust upon such real
property favoring the Borrower) shall be provided to the Administrative Agent on
the date  that the loan is made or as soon as  practicable  thereafter,  but not
later than October 8, 1999, and (D) the proceeds of such loan are used by Tom E.
Dupree,  Jr. to repay  certain  personal  indebtedness  then due  secured by his
equity interests in the Borrower.

3. Miscellaneous.

     3.1 Effect and Effective  Date of  Amendments.  The  effective  date of the
amendments  to the Credit  Agreement  set forth in Section 2 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

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

     3.3   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.


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

     3.5  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 Default 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:____________________________