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                                                                   EXHIBIT 10.67

                             AFC ENTERPRISES, INC.

                              SECOND AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT

     This SECOND AMENDMENT, dated as of  February 6, 2001 (this "Amendment")  to
that certain AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 15, 1998,
as amended by the FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated
as of October 1, 1999 (the "First Amendment"), is entered into by and among AFC
ENTERPRISES, INC., a Delaware corporation ("Company"), GOLDMAN SACHS CREDIT
PARTNERS L.P. ("GSCP"), as Lead Arranger (in such capacity, "Lead Arranger") and
as syndication agent (in such capacity, "Syndication Agent"), CANADIAN IMPERIAL
BANK OF COMMERCE, acting through its New York Agency ("CIBC"), as administrative
agent (in such capacity, "Administrative Agent"), THE FINANCIAL INSTITUTIONS
LISTED ON THE SIGNATURE PAGES THEREOF (each a "Lender" and collectively
"Lenders"), and THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO
(each a "Subsidiary Guarantor" and collectively the "Subsidiary Guarantors")
(the "Credit Agreement"; capitalized terms used herein without definition shall
have the meanings given those terms in the Credit Agreement).

                                   RECITALS:

     WHEREAS, Company desires to amend the Credit Agreement in order to (i)
waive the requirement that it use proceeds from its initial public offering to
prepay Loans, (ii) extend availability of Acquisition Loans, (iii) permit
Company to use the proceeds of Acquisition Loans for general corporate purposes,
including Consolidated Capital Expenditures and Permitted Joint Venture
Investments, (iv) allow certain additional Capital Expenditures, (v) permit
Company to repurchase additional Unsecured Subordinated Notes, subject to
certain limitations, and (vi) make certain other modifications; and

     WHEREAS, in connection with the foregoing, Requisite Lenders have agreed to
amend the Credit Agreement on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Company, Requisite Lenders, Lead
Arranger, Syndication Agent, Administrative Agent and the Subsidiary Guarantors
agree as follows:

Section 1.  AMENDMENTS TO CREDIT AGREEMENT

          1.1 Definitions: (i) Subsection 1.1 of the Credit Agreement is
hereby amended by deleting the definition of "Acquisition Facility Commitment",
"Acquisition Loans", "Acquisition Loan Notes", "Cash Equivalents", "Consolidated
Total Debt", "Notice of Borrowing", "Permitted Foreign Joint Venture
Investment", "Revolving Loan Commitment", "Revolving Loans", "Revolving Notes",
"Term Loan Commitment", "Term Loan Notes" and "Term Loans" in their entirety and
substituting the following therefor (both in Subsection 1.1 and as used in other
provisions of the Credit Agreement and the other Loan Documents):
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          "Acquisition Facility Commitment" means (i) with respect to the period
     prior to the Effective Date, the commitment of a Lender to make Acquisition
     Loans to the Company pursuant to subsection 2.1A(i) of the Existing Credit
     Agreement, and (ii) thereafter, the commitments of Lenders to make
     Acquisition Loans as set forth in subsection 2.1A(ii) or (vi) of this
     Agreement and "Acquisition Facility Commitments" means such commitments of
     all Lenders in the aggregate.

          "Acquisition Loans" means (i) the Existing Acquisition Loans, (ii) the
     Loans made by the Lenders to the Company pursuant to subsection 2.1A(ii),
     and (iii) Additional Acquisition Loans, if any, made by Lenders pursuant to
     subsection  2.1A(vi).

          "Acquisition Loan Notes" means (i) the promissory notes of the Company
     issued pursuant to subsection 2.1E of the Existing Credit Agreement and/or
     2.1A(vi) of this Agreement and (ii) any promissory notes issued by the
     Company pursuant to subsection 10.1B(i) in connection with assignments of
     the Acquisition Facility Commitments or Acquisition Loans, in each case
     substantially in the form of Exhibit IV-A annexed hereto, as they may be
                                  ------------
     amended, restated, supplemented or otherwise modified from time to time.

          "Cash Equivalents" means, as at any date of determination, (i)
     marketable securities (a) issued or directly and unconditionally guaranteed
     as to interest and principal by the United States Government or (b) issued
     by any agency of the United States the obligations of which are backed by
     the full faith and credit of the United States, in each case maturing
     within one year after such date; (ii) marketable direct obligations issued
     by any state of the United States of America or any political subdivision
     of any such state or any public instrumentality thereof, in each case
     maturing within one year after such date and having, at the time of the
     acquisition thereof, the highest rating obtainable from either Standard &
     Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc.
     ("Moody's"); (iii) commercial paper maturing no more than one year from the
     date of creation thereof and having, at the time of the acquisition
     thereof, a rating of at least A-1 from S&P or at least P-1 from Moody's;
     (iv) certificates of deposit or bankers' acceptances maturing within one
     year after such date and issued or accepted by any Lender or by any
     commercial bank organized under the laws of the United States of America or
     any state thereof or the District of Columbia or any foreign country that
     (a) is at least "adequately capitalized" (as defined in the regulations of
     its primary Federal banking regulator) and (b) has Tier 1 capital (as
     defined in such regulations) of not less than $100,000,000 (a "Cash
     Equivalent Bank"); (v) Eurodollar time deposits having a maturity of less
     than one year purchased directly from any Lender or Cash Equivalent Bank;
     (vi) shares of any money market mutual fund that (a) has at least 95% of
     its assets invested continuously in the types of investments referred to in
     clauses (i) through (v) above, (b) has net assets of not less than
     $500,000,000, and (c) has the highest rating obtainable from either S&P or
     Moody's; and (vii) shares of any tax exempt mutual fund that (a) has at
     least 95% of its assets invested continuously in the types of investments

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     referred to in clause (ii) above, (b) has net assets of not less than
     $500,000,000, and (c) has the highest rating obtainable from either S&P or
     Moody's.

          "Consolidated Total Debt" means, as at any date of determination, the
     aggregate stated balance sheet amount of all Indebtedness of Company and
     its Subsidiaries determined on a consolidated basis in accordance with
     GAAP.

          "Notice of Borrowing" means with respect to Loans to be made under
     subsection 2.1A(ii), 2.1A(iii) , 2.1A(iv), 2.1A(v) or 2.1A(vi) a notice
     substantially in the form of Exhibit I annexed hereto delivered by Company
                                  ---------
     to Administrative Agent pursuant to subsection 2.1B with respect to a
     proposed borrowing.

          "Permitted Joint Venture Investment" means one or more Investments by
     Company in Joint Ventures; provided that, (i) each such Joint Venture
                                --------
     interest of Company shall be at least 10% of the total Joint Venture
     interests of each such Joint Venture, (ii) the aggregate Investments by
     Company in all such Joint Ventures shall not exceed initially $30,000,000,

     provided that, beginning in fiscal year 2002, the limit on such aggregate
     --------
     Investments shall increase by $10,000,000 per annum and (iii) the
     businesses of each such Joint Venture shall consist of the development and
     operation of any business which may be conducted by the Company hereunder.

          "Revolving Loan Commitment" means the commitment of a Lender to make
     Revolving Loans to Company pursuant to subsection 2.1A(iv) or (vi), and
     "Revolving Loan Commitments" means such commitments of all Lenders in the
     aggregate.

          "Revolving Loans" means (i) the Loans made by Lenders to Company
     pursuant to subsection 2.1A(iii) of the Existing Credit Agreement and
     outstanding after the Effective Date, (ii) any Loans made by Lenders to
     Company pursuant to subsection 2.1A(iv) of this Agreement, and (iii)
     Additional Revolving Loans, if any, made by Lenders pursuant to subsection
     2.1A(vi).

          "Revolving Notes" means (i) the promissory notes of Company issued
     pursuant to the Existing Credit Agreement and/or 2.1A(vi) of this Agreement
     and (ii) any promissory notes issued by Company pursuant to the last
     sentence of subsection 10.1B(i) in connection with assignments of the
     Revolving Loan Commitments and Revolving Loans of any Lenders, in each case
     substantially in the form of Exhibit IV-C annexed hereto, as they may be
                                  ------------
     amended, supplemented or otherwise modified from time to time.

          "Term Loan Commitment" means the commitment of a Lender to make Term
     Loans to the Company pursuant to subsection 2.1A(ii) of the Existing Credit
     Agreement or 2.1A(vi) of this Agreement, and "Term Loan Commitments" means
     such commitments of all Lenders in the aggregate.

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          "Term Loan Notes" means (i) the promissory notes of the Company issued
     pursuant to subsection 2.1E(b) of the Existing Credit Agreement on the
     Closing Date and/or 2.1A(vi) of this Agreement and (ii) any promissory
     notes issued by the Company pursuant to subsection 10.1B(i) in connection
     with assignments of the Term Loan Commitments or Term Loans, in each case
     substantially in the form of Exhibit IV-B annexed hereto, as they may be
                                  ------------
     amended, restated, supplemented or otherwise modified from time to time.

          "Term Loans" means (i) the Existing Term Loans and (ii) Additional
     Term Loans, if any, made by Lenders pursuant to subsection 2.1A(vi).

                (ii) Subsection 1.1 of the Credit Agreement is hereby further
     amended by inserting each of the following definitions in the appropriate
     alphabetical order:

          "Additional Acquisition Loans" has the meaning assigned to that term
     in subsection 2.1A.

          "Additional Acquisition Facility Commitments" has the meaning assigned
     to that term in subsection 2.1A.

          "Additional Acquisition Lender" has the meaning assigned to that term
     in subsection 2.1A.

          "Additional Commitments" has the meaning assigned to that term in
     subsection 2.1A

          "Additional Lenders" has the meaning assigned to that term in
     subsection 2.1A

          "Additional Loans" has the meaning assigned to that term in subsection
     2.1A.

          "Additional Revolving Lender" has the meaning assigned to that term in
     subsection 2.1A.

          "Additional Revolving Loan Commitments" has the meaning assigned to
     that term in subsection 2.1A.

          "Additional Term Loans" has the meaning assigned to that term in
     subsection 2.1A.

          "Additional Term Loan Commitments" has the meaning assigned to that
     term in subsection 2.1A.

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          "Additional Term Lender" has the meaning assigned to that term in
     subsection 2.1A.

          "Second Amendment" means the Second Amendment, dated as of February
     6, 2001,  to the Credit Agreement, by and among Company, the Lenders party
     thereto, Administrative Agent, Lead Arranger and Syndication Agent and the
     Subsidiary Guarantors party thereto.

          "Second Amendment Closing Date" means the "Second Amendment Closing
     Date", as such term is defined in Second Amendment.

                (iii) Subsection 1.1 of the Credit Agreement is hereby further
     amended by deleting clause (ii)(a) in the definition of "Consolidated
     Excess Cash Flow" and substituting the following therefor:

                "(a) voluntary, mandatory and scheduled repayments of
     Consolidated Total Debt (excluding repayments of Revolving Loans and
     Acquisition Loans, respectively, except to the extent the Revolving Loan
     Commitments and Acquisition Facility Commitments, respectively, are
     permanently reduced in connection with such repayments and mandatory
     repayments of the Loans pursuant to subsection 2.4B(iii)),"

          1.2 Existing Loans: Subsection 2.1A(i) of the Credit Agreement is
hereby amended by deleting the last sentence thereof and substituting the
following therefor:

          "Voluntary prepayments of Acquisition Loans, and amounts repaid or
     prepaid in respect of Revolving Loans, may be reborrowed to but excluding
     June 30, 2002."

          1.3 Acquisition Loans: (i) Subsection 2.1A(ii) (as it appears in the
First Amendment) of the Credit Agreement is hereby amended by deleting the first
reference to "the fourth anniversary of the Closing Date" contained therein and
substituting "but excluding June 30, 2002" therefor.

                (ii) Subsection 2.1A(ii) of the Credit Agreement is hereby
     further amended by deleting the last sentence and the second proviso in the
     penultimate sentence thereof and substituting the following therefor:

                "Each Lender's Acquisition Facility Commitment shall expire on
     June 30, 2002 and all Acquisition Loans and all other amounts owed
     hereunder with respect to the Acquisition Loans and the Acquisition
     Facility Commitments shall be paid in full no later than that date.
     Voluntary prepayments of Acquisition Loans may be reborrowed to but
     excluding June 30, 2002."

                                       5
<PAGE>

                (iii) Subsection 2.1A(ii) of the Credit Agreement is hereby
     further amended by deleting the reference to "aggregate amount" in each
     instance contained therein and substituting "aggregate original amount"
     therefor.

          1.4 Tranche B Term Loans: Subsection 2.1A(iii) of the Credit Agreement
(as it appears in the First Amendment) is hereby amended by deleting the
reference to "aggregate amount" in each instance contained therein and
substituting "aggregate original amount" therefor.

          1.5 Increased Amounts: Subsection 2.1A(vi) of the Credit Agreement is
hereby deleted in its entirety and the following substituted therefor:

          "(vi)  Increased Amounts.  Company may by written notice to Lead
                 -----------------
     Arranger, Administrative Agent and Lenders elect to request that one or
     more Lenders or other persons that are Eligible Assignees provide
     additional Tranche B Term Loan Commitments ("Additional Tranche B Term Loan
     Commitments"), additional Acquisition Facility Commitments ("Additional
     Acquisition Facility Commitments"), additional Revolving Loan Commitments
     ("Additional Revolving Loan Commitments") or additional Term Loan
     Commitments ("Additional Term Loan Commitments," together with Additional
     Tranche B Term Loan Commitments, Additional Acquisition Facility
     Commitments and Additional Revolving Loan Commitments, the "Additional
     Commitments"), by an amount not in excess of $25,000,000 in the aggregate
     and not less than $5,000,000 individually and integral multiples of
     $5,000,000 in excess of that amount. Each such notice shall specify (A) the
     date (each, an "Increased Amount Date") on which Company proposes that any
     Additional Commitments shall be effective and that Tranche B Term Loans,
     Acquisition Loans, Revolving Loans or Term Loans provided pursuant thereto
     (in each case collectively, "Additional Tranche B Term Loans", "Additional
     Acquisition Loans", "Additional Revolving Loans" or "Additional Term
     Loans", together the "Additional Loans") shall be made, and (B) the
     identity of each Lender or other Person that is an Eligible Assignee (in
     each case, an "Additional Tranche B Term Lender", "Additional Acquisition
     Lender", "Additional Revolving Lender" or "Additional Term Lender",
     together the "Additional Lenders") to whom Company proposes any portion of
     any such Additional Commitments be allocated and the amounts of such
     allocations; provided (x) any Lender may decline, in its sole discretion,
                  --------
     to provide any such Additional Commitments and (y) Lead Arranger shall be
     given the first opportunity to (but shall not be obligated to) arrange any
     such proposed Additional Commitments on terms and conditions to be agreed
     between the Lead Arranger and Company.  Such Additional Commitments shall
     become effective and, if applicable,  the related Additional Loans shall be
     made as of such Increased Amount Date; provided (1) no Default or Event of
                                            --------
     Default shall exist on such Increased Amount Date before or after giving
     effect to the making of any such Additional Loans, Company shall be in
     compliance, on a Pro Forma Basis, with the requirements of subsection 7.6D
     as of the last day of the fiscal quarter most recently ended; (2) both
     before and after giving effect to the

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<PAGE>

     making of any such Additional Loans, each of the conditions set forth in
     subsection 4.3 shall be satisfied; (3) each Additional Commitment and
     Additional Loan shall be effected pursuant to one or more joinder
     agreements, in each case in form and substance reasonably satisfactory to
     Lead Arranger and Administrative Agent, and recorded in the Register; and
     (4) Company shall deliver, or cause to be delivered, Tranche B Term Notes,
     Acquisition Loan Notes, Revolving Notes or Term Loan Notes, as appropriate
     for each of the Additional Lenders providing Additional Commitments,
     together with any legal opinions or other documents reasonably requested by
     Lead Arranger or Administrative Agent in connection with any such
     transaction.

          On each Increased Amount Date, subject to the satisfaction of the
     foregoing terms and conditions, (i) each Additional Tranche B Term Lender
     or Additional Term Lender shall make respectively an Additional Tranche B
     Term Loan or Additional Term Loan, as the case may be, to Company in an
     amount equal to its respective Additional Tranche B Term Loan Commitment or
     Additional Term Loan Commitment, (ii) each Additional Tranche B Term Loan,
     Additional Acquisition Loan, Additional Revolving Loan or Additional Term
     Loan made hereunder shall be deemed a Tranche B Term Loan, Acquisition
     Loan, Revolving Loan or Term Loan as appropriate, and (iii) each Additional
     Tranche B Term Lender, Additional Acquisition Lender, Additional Revolving
     Lender or Additional Term Lender shall become a Lender hereunder with
     respect thereto.  The Administrative Agent shall notify the Lenders
     promptly upon receipt of Company's notice of each Increased Amount Date and
     the related Additional Commitments and the terms thereof.

          On any Increased Amount Date on which Additional Acquisition Facility
     Commitments are effected, subject to the satisfaction of the foregoing
     terms and conditions, each Lender of Acquisition Loans shall assign to each
     of the Additional Acquisition Lenders, and each of the Additional
     Acquisition Lenders shall purchase from each Lender of Acquisition Loans,
     at the principal amount thereof (together with accrued interest), such
     interests in the Acquisition Loans outstanding on such Increased Amount
     Date as shall be necessary in order that, after giving effect to all such
     assignments and purchases, such Acquisition Loans will be held by existing
     Lenders of Acquisition Loans and Additional Acquisition Lenders ratably in
     accordance with their Acquisition Loan Commitments after giving effect to
     the addition of such Additional Acquisition Facility Commitments to the
     Acquisition Loan Commitments.

          On any Increased Amount Date on which Additional Revolving Loan
     Commitments are effected, subject to the satisfaction of the foregoing
     terms and conditions, each Lender of Revolving Loans shall assign to each
     of the Additional Revolving Lenders, and each of the Additional Revolving
     Lenders shall purchase from each Lender of Revolving Loans, at the
     principal amount thereof (together with accrued interest), such interests
     in the Revolving Loans outstanding on such Increased Amount Date as shall
     be necessary in order that, after giving effect to all such assignments and

                                       7
<PAGE>

     purchases, such Revolving Loans will be held by existing Lenders of
     Revolving Loans and Additional Revolving Lenders ratably in accordance with
     their Revolving Loan Commitments after giving effect to the addition of
     such Additional Revolving Loan Commitments to the Revolving Loan
     Commitments."

          1.6 Interest Periods: Subsection 2.2B(v) of the Credit Agreement is
hereby deleted in its entirety and the following substituted therefor:

          "(v)  no Interest Period with respect to any portion of the Loans
     (excluding Tranche B Term Loans) shall extend beyond June 30, 2002 and no
     Interest Period with respect to any portion of Tranche B Term Loans shall
     extend beyond June 30, 2004;"

          1.7 Amortization of Acquisition Loans: Subsection 2.4A(i) of the
Credit Agreement (as it appears in the First Amendment) is hereby deleted in its
entirety and subsections 2.4A(ii) and 2.4A(iii) are renumbered as 2.4A(i) and
2.4A(ii), respectively, throughout the Credit Agreement.

          1.8 Amortization of Term Loans: Subsection 2.4A(i) (as amended hereby)
of the Credit Agreement is hereby amended by deleting the proviso thereto in its
entirety and substituting the following therefor:

          "; provided that, with respect to Additional Term Loans, if any, such
             --------
     Loans shall be repaid on each of the dates set forth above occurring after
     the Increased Amount Date, in an amount equal to a portion of such
     Additional Term Loans, equal to the ratio of (y) the amount of the Existing
     Term Loans being repaid on such date and (z) the total aggregate amount of
     such Existing Term Loans outstanding on the applicable Increased Amount
     Date; provided further that the scheduled installments of principal of the
           -------- -------
     Term Loans set forth above shall be reduced in connection with any
     voluntary or mandatory prepayments of the Term Loans in accordance with
     subsection 2.4B(iv); and provided further that the Term Loans and all other
                              -------- -------
     amounts owed hereunder with respect to the Term Loans shall be paid in full
     no later than June 30, 2002, and the final installment payable by Company
     in respect of the Term Loans on such date shall be in an amount, if such
     amount is different from that specified above, sufficient to repay all
     amounts owing by Company under this Agreement with respect to the Term
     Loans."

          1.9 Mandatory Prepayments and Mandatory Reductions of Commitments:
Subsections 2.4B(iii)(a), (b), (d), (e) and (f) of the Credit Agreement are
hereby amended by (i) deleting references to "Tranche B Term Loans and, after
the third anniversary of the Closing Date, the Acquisition Loans" contained
therein and substituting "and Tranche B Term Loans" therefor and (ii) by
deleting all references to "and, prior to the third anniversary of the Closing
Date, the Acquisition Loans" therefrom.

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<PAGE>

          1.10  Prepayments Due to Issuance of Equity Securities: Subsection
2.4B(iii)(c) of the Credit Agreement is hereby deleted in its entirety and the
following substituted therefor:

          "(c)  Prepayments Due to Issuance of Equity Securities and Purchases
                --------------------------------------------------------------
     of Unsecured Subordinated Notes.  No later than the first Business Day
     -------------------------------
     following the date of receipt by Company or any of its Subsidiaries of the
     Cash proceeds (net of underwriting discounts and commissions and other
     reasonable costs associated therewith) from the issuance of any equity
     Securities of such Person (including without limitation additional
     issuances of Company Common Stock but excluding (x) issuances of Company
     Common Stock to officers or employees of Company to the extent the proceeds
     from such issuances do not exceed in the aggregate $5,000,000 during any
     fiscal year and issuances of any Securities evidencing Indebtedness
     permitted to be incurred pursuant to subsection 7.1,  (y) issuance of
     equity Securities to the extent the proceeds of which are used to fund
     Permitted Acquisitions and (z) except as set forth below, the issuance of
     Company Common Stock in an initial public offering), Company shall prepay
     first the Term Loans and  Tranche B Term Loans and, in the event of a
     -----
     prepayment pursuant to the immediately succeeding proviso, the Acquisition
     Loans,  on a pro rata basis to the full extent thereof (in accordance with
     the respective outstanding principal amounts thereof), and second the
                                                                ------
     Revolving Loans and, in the event of a prepayment other than pursuant to
     the immediately succeeding proviso, the Acquisition Loans on a pro rata
     basis to the full extent thereof (in accordance with the respective
     outstanding principal amounts thereof) in an amount equal to the proceeds
     of such issuance; provided, that on and after the date on which the
                       --------
     Leverage Ratio (determined on a Pro Forma Basis giving effect to the
     issuance and application of any equity Securities proceeds) is less than or
     equal to 2.50:1.0, 50% of the amount of the proceeds otherwise required to
     be utilized to prepay Loans pursuant to this subsection 2.4B(iii)(c) may be
     applied to repurchase or prepay the Unsecured Subordinated Notes; provided
                                                                       --------
     further that, in the event that, on or after the Second Amendment Closing
     Date,  Company (x) uses proceeds derived from the issuance of Company
     Common Stock in an initial public offering to repurchase Unsecured
     Subordinated Notes or (y) repurchases incremental Unsecured Subordinated
     Notes in an aggregate amount not to exceed $25,000,000, as permitted
     pursuant to subsection 7.5, then Company shall prepay Loans as set forth
     above in an amount equal to the aggregate purchase price paid with respect
     to such repurchases.  Any such mandatory prepayments shall be further
     applied as specified in subsection 2.4B(iv)."

          1.11  Application of Prepayments: Subsection 2.4B(iv)(b) of the Credit
Agreement is hereby amended by deleting subclause (ii) contained therein and
substituting the following therefor:

          "(ii) in amount equal to that portion of the Waivable Mandatory
     Prepayment otherwise payable to those Lenders that have elected to exercise
     such option, to prepay the Term Loans on a pro rata basis (in accordance
     with the outstanding principal amounts

                                       9
<PAGE>

     thereof) to the full extent thereof (which prepayments shall be applied to
     the scheduled installments of the Term Loans in accordance with subsection
                                                                     ----------
     2.4A(i)). Notwithstanding anything to the contrary set forth in this
     subsection 2.4B(iv)(b), any Waivable Mandatory Prepayments resulting from
     purchases of Unsecured Subordinated Debt pursuant to subsection
     2.4B(iii)(c) shall be applied to Acquisition Loans (and Acquisition
     Facility Commitments shall be permanently reduced to the same extent) and
     Term Loans on a pro rata basis (in accordance with the respective
     outstanding principal amounts thereof)."

          1.12  Use of Proceeds:  Subsection 2.5A of the Credit Agreement is
hereby deleted in its entirety and the following substituted therefor:

          "A.   Acquisition Loans.  The proceeds of the Acquisition Loans shall
     be applied by Company (i) to finance Permitted Acquisitions (which may
     include the simultaneous repayment of debt assumed in connection with
     Permitted Acquisitions) and to pay related costs and expenses and (ii) for
     working capital and/or general corporate purposes (including, without
     limitation, for purposes of making Capital Expenditures to the extent
     permitted under Subsection 7.8 and for purposes of making Permitted Joint
     Venture Investments to the extent permitted under Subsection 7.3(xi))."

          1.13   Conditions to All Loans: Subsection 4.3B(vi) of the Credit
Agreement is hereby amended by deleting the first parenthetical clause contained
therein and substituting the following parenthetical clause thereof:

          "(or, in the case of any Additional Loans, prior to the Increased
     Amount Date)"

          1.14   Restricted Junior Payments: Subsection 7.5 of the Credit
Agreement is hereby deleted in its entirety and the following substituted
therefor:

          "7.5  Restricted Junior Payments.
                --------------------------

          Company shall not, and shall not permit any of its Subsidiaries to,
     directly or indirectly, declare, order, pay, make or set apart any sum for
     any Restricted Junior Payment; provided that Company may (i) make regularly
                                    --------
     scheduled payments of principal and interest in respect of the Unsecured
     Subordinated Notes in accordance with the terms of, and only to the extent
     required by, and subject to the subordination provisions contained in, the
     Unsecured Subordinated Note Indenture, as the Unsecured Subordinated Note
     Indenture may be amended from time to time to the extent permitted under
     subsection 7.15 and repurchases or redemptions of Unsecured Subordinated
     Notes with the proceeds of equity Securities (including Company's initial
     public offering) as contemplated by subsection 2.4B(iii)(c), (ii)
     repurchase or make redemptions of additional Unsecured Subordinated Notes,
     so long as no Potential Event of Default or Event of Default shall have
     occurred and be continuing, in addition to an initial amount not exceeding
     $25,000,000 (such repurchases having been made prior to the Second
     Amendment Closing Date), in an incremental amount not to exceed $25,000,000
     in the

                                       10
<PAGE>

     aggregate, provided that (a) the Leverage Ratio is less than or equal to
                --------
     2.0:1.0 (on a Pro Forma Basis giving effect to the payments to be made
     hereby) and (b) simultaneously with any such repurchase or redemption of
     Unsecured Subordinated Notes, Term Loans, Tranche B Term Loans, Revolving
     Loans and Acquisition Loans under the Agreement shall be prepaid to the
     same extent on a pro rata basis in accordance with the provisions of
     subsection 2.4B(iii)(c), (iii) make, so long as no Potential Event of
     Default or Event of Default shall have occurred and be continuing, payments
     to purchase Company Common Stock or options, warrants or rights to purchase
     or acquire Company Common Stock to officers or employees or former officers
     or employees (or their estates or estate beneficiaries) upon death,
     disability, retirement or termination of employment from Company or its
     Subsidiaries not to exceed $1,500,000 during any fiscal year, plus the
                                                                   ----
     amount of any Cash proceeds received by Company from the sale of Company
     Common Stock to officers or employees of Company or its Subsidiaries within
     such fiscal year and (iv) other Restricted Junior Payments described in
     Schedule 7.5."
     ------------

          1.15  Capital Expenditures: (i) Subsection 7.8 of the Credit Agreement
is hereby amended by adding a further proviso at the conclusion of 7.8A thereof
as follows:

          "; provided still further that notwithstanding anything to the
             -------- ----- -------
     contrary set forth in this subsection 7.8A, the Maximum Consolidated
     Capital Expenditures Amount permitted to be incurred in fiscal year 2001
     shall not in any event exceed $45,000,000."

          (ii) Subsection 7.8 of the Credit Agreement is hereby further amended
     by deleting subsection 7.8B in its entirety and the following substituted
     therefor:

          "B.  In addition to the foregoing, Company may make Consolidated
     Capital Expenditures (i) in connection with Permitted Acquisitions, (ii)
     with the proceeds of Specified Asset Sales and (iii) after the Second
     Amendment Closing Date, solely for the purpose of reimaging its stores and
     restaurants in an amount not to exceed $65,000,000, in the aggregate, and
     such Consolidated Capital Expenditures made pursuant to this subsection
     7.8B shall not be included for the purposes of calculating the Maximum
     Consolidated Capital Expenditures set forth in subsection 7.8A."

Section 2.  CONDITIONS PRECEDENT

          2.1  The effectiveness of the amendments and other provisions set
forth at Sections 1 and 2 hereof, are subject to the satisfaction of the
following conditions on or before the date hereof (the "Second Amendment Closing
Date"):

               (a)  Administrative Agent shall have received sufficient copies
     of this Amendment, originally executed and delivered by the Requisite
     Lenders.

               (b)  Administrative Agent and its counsel shall have received
     originally executed copies of the favorable written opinions of Cohen
     Pollock Merlin Axelrod &

                                       11
<PAGE>

     Tanenbaum, PC, counsel for Company and Subsidiary Guarantors, as to such
     matters as Lead Arranger or Administrative Agent may reasonably request,
     and otherwise in form and substance reasonably satisfactory to Lead
     Arranger and Administrative Agent, dated as of the Second Amendment Closing
     Date.

               (c)  As of the Second Amendment Closing Date, the representations
     and warranties contained in the Credit Agreement and in the other Loan
     Documents shall be true, correct and complete in all material respects on
     and as of the Second Amendment Closing Date to the same extent as though
     made on and as of that date, except to the extent such representations and
     warranties specifically relate to an earlier date, in which case such
     representations and warranties shall have been true, correct and complete
     in all material respects on and as of such earlier date.

               (d)  As of the Second Amendment Closing Date, no event shall have
     occurred and be continuing or would result from the consummation of the
     borrowing contemplated by such Funding Notice that would constitute an
     Event of Default or a Potential Event of Default.

               (e)  As of the Second Amendment Closing Date, Company shall have
     paid to Administrative Agent, for distribution to each Lender executing and
     delivering this Agreement, a non-refundable amendment fee in an amount
     equal to (i) the aggregate amount of such Lender's Acquisition Loan
     Exposure, Revolving Loan Exposure, Term Loan Exposure and Tranche B Term
     Loan Exposure (prior to giving effect to the transactions contemplated
     hereby) times (ii) 0.125%.

               (f)  Company shall have consummated the issuance of Company
     Common Stock in an initial public offering.

          2.2  Upon the occurrence of the Second Amendment Closing Date, the
Credit Agreement thereto shall be amended as set forth in Sections 1 and 2
hereof and all references in any other Loan Document to the Credit Agreement
shall be a reference to the Credit Agreement as amended pursuant to Sections 1
and 2 hereof. Notwithstanding anything herein or in any other Loan Document to
the contrary, each other Loan Document, including, without limitation, Company
Pledge Agreement, the Company Security Agreement, the Subsidiary Pledge
Agreements and the Subsidiary Security Agreements, shall continue in full force
and effect and, to the extent covered thereby, continue to secure the
Obligations.

Section 3.  ACKNOWLEDGMENT AND CONSENT

          3.1  Each Subsidiary Guarantor hereby acknowledges that it has
reviewed the terms and provisions of this Amendment and consents to the
amendment of the Credit Agreement effected pursuant to this Amendment. Each
Subsidiary Guarantor hereby confirms that each Loan Document to which it is a
party or otherwise bound and all Collateral encumbered

                                       12
<PAGE>

thereby will continue to guaranty or secure, as the case may be, to the fullest
extent possible, the payment and performance of all Obligations.

          3.2  Each Subsidiary Guarantor acknowledges and agrees that each of
the Loan Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its Obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment.

Section 4.  MISCELLANEOUS

          4.1  This Amendment shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties
hereto and the successors and assigns of Lenders.  No Loan Party's rights or
obligations hereunder or any interest therein may be assigned or delegated by
any Loan Party without the prior written consent of all Lenders.

          4.2  In case any provision in or obligation hereunder or any Note
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

          4.3  Section headings herein are included herein for convenience of
reference only and shall not constitute a part hereof for any other purpose or
be given any substantive effect.

          4.4  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          4.5  To facilitate reference to the provisions of the Credit
Agreement, as amended by this Amendment, each Lender executing this Amendment
hereby authorizes Administrative Agent, on its behalf, at the election of Lead
Arranger to enter into a conformed and restated Credit Agreement, as amended by
this Amendment and the First Amendment; provided that any such conformed and
                                        --------
restated Credit Agreement shall be distributed to each Lender.

          4.6  This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.

           [The remainder of this page is intentionally left blank.]

                                       13
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

COMPANY:                            AFC ENTERPRISES, INC.


                                    By: /s/ Dick R. Holbrook
                                       ---------------------------------
                                       Name: Dick R. Holbrook
                                       Title:

SUBSIDIARY GUARANTORS:              CINNABON INTERNATIONAL, INC.


                                    By: /s/ Dick R. Holbrook
                                       ---------------------------------
                                       Name: Dick R. Holbrook
                                       Title:

                                    CINNABON, INC.


                                    By: /s/ Dick R. Holbrook
                                       ---------------------------------
                                       Name: Dick R. Holbrook
                                       Title:

                                    AFC PROPERTIES, INC.


                                    By: /s/ Dick R. Holbrook
                                       ---------------------------------
                                       Name: Dick R. Holbrook
                                       Title:

                                    SEATTLE COFFEE COMPANY


                                    By: /s/ Dick R. Holbrook
                                       ---------------------------------
                                       Name: Dick R. Holbrook
                                       Title:


                                      S-1
<PAGE>

                                    SEATTLES BEST COFFEE, LLC


                                    By: /s/ Dick R. Holbrook
                                       ---------------------------------
                                       Name: Dick R. Holbrook
                                       Title:

                                    TORREFAZIONE ITALIA, LLC


                                    By: /s/ Dick R. Holbrook
                                       ---------------------------------
                                       Name: Dick R. Holbrook
                                       Title:

                                    AFC FRANCHISE ACQUISITION CORP.


                                    By: /s/ Dick R. Holbrook
                                       ---------------------------------
                                       Name: Dick R. Holbrook
                                       Title:



                                      S-2
<PAGE>

SYNDICATION AGENT,                  GOLDMAN SACHS CREDIT PARTNERS L.P.
LEAD ARRANGER AND
A LENDER:
                                    By:  illegible
                                       -----------------------------------
                                          Authorized Signatory

                                      S-3
<PAGE>

SYNDICATION AGENT,                  GOLDMAN SACHS CREDIT PARTNERS L.P.
LEAD ARRANGER AND
A LENDER:                           By: /s/  ILLEGIBLE
                                       --------------------------------
                                              Authorized Signatory


                                   S-3
<PAGE>

ADMINISTRATIVE AGENT:               CANADIAN IMPERIAL BANK OF COMMERCE


                                    By:  /s/ Katherine Bass
                                        ------------------------
                                        Name:  Katherine Bass
                                        Title: Executive Director
                                        CIBC World Markets Corp. As Agent



                                      S-4
<PAGE>

                                        CIBC INC.

                                        By: /s/ Katherine Bass
                                            ---------------------------------
                                            Name:  Katherine Bass
                                            Title: Executive Director
                                            CIBC World Markets Corp. As Agent
<PAGE>

                                        FIRST DOMINION FUNDING I

                                        By: /s/ David H. Lerner
                                            ----------------------
                                            Name:  David H. Lerner
                                            Title: Authorized Signatory
<PAGE>

                                    AVALON CAPITAL LTD.
                                    By: INVESCO Senior Secured Management, Inc.
                                        As Portfolio Advisor

                                    /s/ Anne M. McCarthy
                                    -------------------------------------------
                                    Anne M. McCarthy
                                    Authorized Signatory


                                    FLOATING RATE PORTFOLIO
                                    By: INVESCO Senior Secured Management, Inc.
                                        As Attorney in fact

                                    /s/ Anne M. McCarthy
                                    -------------------------------------------
                                    Anne M. McCarthy
                                    Authorized Signatory
<PAGE>

                                        CREDIT LYONNAIS, NEW YORK BRANCH

                                        By: /s/ [ILLEGIBLE] Zagstin
                                            ----------------------------
                                            Name:  [ILLEGIBLE] Zagstin
                                            Title: Managing Director
<PAGE>

                                        FIRST DOMINION FUNDING II

                                        By: /s/ David H. Lerner
                                            ---------------------
                                            Name:  David H. Lerner
                                            Title: Authorized Signatory
<PAGE>

                                        FLEET NATIONAL BANK

                                        By: /s/ Robert W. MacElhiney
                                            ---------------------------
                                            Name:  Robert W. MacElhiney
                                            Title: Vice President

                                        GENERAL ELECTRIC CAPITAL CORPORATION

                                        By: /s/ William S. Richardson
                                            --------------------------------
                                            Name:  William S. Richardson
                                            Title: Duly Authorized Signatory
<PAGE>

                                        HIBERNIA NATIONAL BANK

                                        By: /s/ Andrew Booth
                                            --------------------
                                            Name:  Andrew Booth
                                            Title: Assistant Vice President
<PAGE>

                                        KZH ING-1 LLC


                                        By: /s/ Kimberly Rowe
                                           ---------------------------
                                           Name:  Kimberly Rowe
                                           Title: Authorized Agent
<PAGE>


                                        KZH ING-3 LLC


                                        By: /s/ Kimberly Rowe
                                           ---------------------------
                                           Name:  Kimberly Rowe
                                           Title: Authorized Agent

<PAGE>


                                        KZH RIVERSIDE LLC


                                        By: /s/ Kimberly Rowe
                                           ---------------------------
                                           Name:  Kimberly Rowe
                                           Title: Authorized Agent

<PAGE>

                                    SEQUILS-ING I (HBDGM), LTD.

                                    By: ING Capital Advisors LLC,
                                        as Collateral Manager

                                    By: /s/ Greg M. Masuda
                                       ----------------------------
                                    Name:   Greg M. Masuda CFA
                                    Title:  Vice President

<PAGE>

                                    SWISS LIFE US RAINBOW LIMITED

                                    By: ING Capital Advisors LLC,
                                        as Investment Manager

                                    By:  /s/ Greg M. Masuda CFA
                                       -----------------------------
                                    Name:   Greg M. Masuda CFA
                                    Title:  Vice President

<PAGE>

                                        SOUTHTRUST BANK, N.A.

                                        By: /s/ Michael A. Mezza
                                            ------------------------
                                            Name:  Michael A. Mezza
                                            Title: VP

<PAGE>

                                        STEIN ROE & FARNHAM CLO I LTD.
                                        By: Stein Roe & Farnham Incorporated,
                                            as Portfolio Manager


                                        By: /s/ James R. Fellows
                                            ---------------------------
                                            Name:  James R. Fellows
                                            Title: Sr. Vice President &
                                                   Portfolio Manager

<PAGE>

                                    VAN KAMPEN SENIOR
                                     FLOATING RATE FUND
                                    By: Van Kampen Investment Advisory Inc.


                                    By: /s/ Illegible
                                        -----------------------------------
                                        Name:
                                        Title:

<PAGE>


                                        BANK OF SCOTLAND


                                        By: /s/ Joseph Fratus
                                           ----------------------
                                           Name:  Joseph Fratus
                                           Title: Vice President