EXHIBIT 10.3

                                                 Dated as of April 9, 2004


TO:      The financial institutions
         and other lenders
         (collectively, the "Lenders") parties to the Credit Agreement referred
         to below and to DDJ Capital Management LLC, as collateral agent and
         administrative agent (the "Agent") for the Lenders

RE:      Letter Amendment to Post-Petition Credit Agreement


Ladies and Gentlemen:

     We refer to the Post-Petition  Credit  Agreement,  dated as of February 11,
2004,  among  Avado  Brands,  Inc.  and  its  subsidiaries  (collectively,   the
"Borrowers"),  the Lenders from time to time parties thereto,  and the Agent (as
amended  by the  amendment  thereto  dated  as of  March 9,  2004,  the  "Credit
Agreement").  Capitalized  terms not otherwise  defined in this Letter Amendment
have the same meanings ascribed thereto in the Credit Agreement.

     The undersigned, on behalf of itself and the other Borrowers, has requested
that the  Lenders  and the Agent  agree,  and the  Lenders  and the  Agent  have
indicated  their  willingness  to agree on the  terms and  conditions  set forth
herein, to amend the Credit Agreement in order to extend the period within which
the Borrowers are required to deliver the Credit Card  Agreements  under Section
8.18 of the  Credit  Agreement.  Accordingly,  the  Borrowers,  the  undersigned
Lenders and the Agent hereby  agree that  Section 8.18 is hereby  amended to (i)
delete  each  occurrence  therein of the phrase  "within  sixty (60) days of the
Closing  Date"  therefrom  and to  substitute  therefor  "by or before April 23,
2004;" and (ii)  replace the phrase "one  hundred  twenty days (120)" with "June
23, 2004"

     This Letter  Amendment  shall  become  effective as of the date first above
written when the Agent shall have  executed  this Letter  Amendment and received
counterparts of this Letter Amendment executed by the Borrowers and the Required
Lenders.  This Letter  Amendment is subject to the provisions of Sections 14.02,
14.04, and 14.15 of the Credit Agreement.

     The Credit Agreement and each of the other Loan Documents,  as specifically
amended by this Letter Amendment, are and shall continue to be in full force and
effect and are hereby in all respects  ratified and  confirmed.  The  execution,
delivery  and  effectiveness  of this  Letter  Amendment  shall  not,  except as
expressly provided herein,  operate as a waiver of any right, power or remedy of
any Lender or the Agent under the Credit Agreement or any of the Loan Documents,
nor constitute a waiver of any provision of the Loan Documents.

     This Letter  Amendment may be executed in any number of counterparts and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed counterpart of a
signature  page to this Letter  Amendment  by  telecopier  shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.

     This Letter  Amendment  shall be governed by, and  construed in  accordance
with, the laws of the Commonwealth of Massachusetts.


                            [Signature Pages Follow]



     If you agree to the terms and provisions hereof, please execute this Letter
Agreement  and  return one copy by  telecopier  with the  original  to follow by
overnight  courier to the attention of Macken Toussaint,  Esq.,  Goodwin Procter
LLP, 53 State  Street,  Boston,  Massachusetts  02109,  telecopier  number (617)
523-1231.


                          Very truly yours,
                          AVADO BRANDS, INC.,
                          a Georgia Corporation, on its own behalf and on behalf
                          of the other Borrowers



                          By___________________________________________________
                            Name:
                            Title:



     Agreed as of the date first above written:


ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

DDJ Capital Management, LLC

By:______________________
Name:
Title:


LENDERS:


B III-A Capital Partners, L.P.
By: GP III-A, LLC, its General Partner
By: DDJ Capital Management, LLC,
Manager

By:  _______________________
Name:
Title:


B IV Capital Partners, L.P.
By: GP Capital IV, LLC, its General Partner
By: DDJ Capital Management, LLC,
Manager

By:  _______________________
Name:
Title:


GMAM Investment Funds Trust II - Promark
Alternative High Yield Bond Fund
By:  DDJ Capital Management, LLC, on behalf of GMAM Investment Funds Trust II -
Promark Alternative High Yield Bond Fund, in its capacity as investment manager

By:  _______________________
Name:
Title:


The October Fund, Limited Partnership
By: October GP, LLC, its General Partner
By:  DDJ Capital Management, LLC,
Manager

By:  _______________________
Name:
Title:

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