EXHIBIT 4.5


                          SECOND SUPPLEMENTAL INDENTURE


     SECOND SUPPLEMENTAL  INDENTURE (this "Supplemental  Indenture") dated as of
May 26, 1999 among Avado Brands,  Inc., a Georgia  corporation  (the "Company"),
and SunTrust  Bank,  Atlanta,  a Georgia  banking  corporation,  as Trustee (the
"Trustee").


                                   WITNESSETH:


     WHEREAS,  in accordance with Section 9.2 of the Indenture relating to the 9
3/4 % Senior  Notes due 2006 of the Company  (the  "Notes"),  dated as of May 1,
1996, as amended by a First Supplemental Indenture dated as of June 29, 1998 (as
so amended,  the "Indenture"),  the Trustee,  the Company, and the Holders of at
least a majority in principal amount at maturity of the Notes  outstanding as of
the date hereof  desire to amend  certain  terms of the  Indenture  as described
below; and

     WHEREAS,  all things necessary to make this Supplemental  Indenture a valid
supplement  to the  Indenture  according  to its  terms  and  the  terms  of the
Indenture have been done;

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1.  Certain  Terms  Defined  in the  Indenture  and the Notes.  All
capitalized terms used herein without  definition herein shall have the meanings
ascribed thereto in the Indenture or the Notes, as the case may be.

     SECTION 2. Amendments to the Terms of the Notes. The terms of the Notes are
hereby amended as follows:

     (a) Amendment of "Limitation on Indebtedness"  Covenant. The "Limitation of
Indebtedness" covenant is hereby amended by (i) deleting the "and" at the end of
clause (vi);  (ii) deleting the "." at the end of clause (vii) and  substituting
"; and" therefor; and (iii) adding a new clause (viii) to read as follows:

     "(viii)  Indebtedness  of the Company and  Restricted  Subsidiaries  of the
Company who have executed  Subsidiary  Guarantees  not to exceed $100 million at
any time  outstanding  under notes that are  subordinated in right of payment to
the Notes and that do not mature prior to June 1, 2006."

     (b) Amendment of "Limitation on Restricted  Payments" Covenant.  The second
paragraph of the covenant  "Limitation on Restricted Payments" is hereby amended
to read in its entirety as follows:

     "The  foregoing  provision  shall not take into  account,  and shall not be
violated by reason of: (i) the payment of any dividend  within 60 days after the
date of declaration thereof if, at said date of declaration,  such payment would
comply  with  the  foregoing   paragraph;   (ii)  the  redemption,   repurchase,
defeasance, or other acquisition or retirement for value of Indebtedness that is
subordinated  in right of payment to the Notes  including  premium,  if any, and
accrued and unpaid interest, with the proceeds of, or in exchange for, permitted
refinancing indebtedness; (iii) the repurchase,  redemption or other acquisition
of Capital  Stock of the  Company in exchange  for, or out of the  proceeds of a
substantially  concurrent  offering  of,  shares of Capital  Stock  (other  than
Redeemable Stock) of the Company; (iv) the acquisition of Junior Indebtedness of

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the  Company  in  exchange  for,  or out of the  proceeds  of,  a  substantially
concurrent offering of, shares of the Capital Stock of the Company,  (other than
Redeemable Stock); (v) the purchase, redemption,  acquisition,  cancellation, or
other retirement for value of shares of Capital Stock of the Company, options on
any such shares or related stock appreciation  rights or similar securities held
by officers or employees or former  officers or employees  (or their  estates or
beneficiaries  under  their  estates),  upon  death,   disability,   retirement,
termination of employment,  or pursuant to any agreement under which such shares
of stock of related rights were issued; (vi) payments or distributions  pursuant
to or in connection  with a  consolidation,  merger,  or transfer of assets that
complies  with  the   provisions   of  the  Indenture   applicable  to  mergers,
consolidations,  and transfers of all or  substantially  all of the property and
assets of the Company; (vii) the purchase, redemption, acquisition, cancellation
or other  retirement  for value of shares of the  Company's  common stock for an
aggregate amount not to exceed $100,000,000; or (viii) Restricted Payments up to
an aggregate amount that, when added to the aggregate amount previously expended
for  Restricted  Payments  after the date of the  Indenture  (other  than  those
allowed  under other clauses of this  paragraph),  does not exceed the aggregate
amount  allowable  under  the  restriction  set forth in the  clause  (C) of the
foregoing provision,  treating,  for the purpose of such clause (C), $50 million
of the  aggregate  net  proceeds  received by the Company from the sale by Avado
Financing I (formerly Apple South Financing I) of Term  Convertible  Securities,
Series A in March,  1997 as aggregate net proceeds from the issuance and sale to
a person who is not a Subsidiary  of the Company of Capital Stock of the Company
that is not Redeemable Stock;  provided that, except in the case of clauses (i),
(iii) and (vii),  no Default or Event of Default (as defined  below)  shall have
occurred and be continuing or occur as a consequence  of the actions or payments
set forth therein."

     SECTION 3.  Governing  Law.  The laws of the State of New York shall govern
this Supplemental Indenture.

     SECTION 4. Counterparts.  This Supplemental  Indenture 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.

     SECTION 5. Ratification. Except as expressly amended hereby, each provision
of the Indenture  shall remain in full force and effect and, as amended  hereby,
the  Indenture is in all respects  agreed to,  ratified and confirmed by each of
the Company and the Trustee.

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     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first above written.


                               AVADO BRANDS, INC.



                               By:  _________________________________
                                    Title:



                               SUNTRUST BANK, ATLANTA,
                               As Trustee



                               By: _________________________________
                                   Title:





     Exhibits and  schedules to this  agreement  are not filed  pursuant to Item
601(b)(2) of SEC Regulation S-K. By the filing of this Form 10-Q, the Registrant
hereby agrees to furnish supplementaly a copy of any omitted exhibit or schedule
to the Commission upon request.


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