<PAGE>

                                                                    EXHIBIT 10.1
                                                                  EXECUTION COPY

                         FIRST AMENDMENT AND CONSENT TO
                   AMENDED AND RESTATED FACILITIES AGREEMENT

          THIS FIRST AMENDMENT AND CONSENT (this "AMENDMENT") dated as of July
15, 1998 is entered into by and among BOSTON CHICKEN, INC., a Delaware
corporation (the "COMPANY" or the "BORROWER"), BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION (as successor by merger to Bank of America Illinois) (in
its individual capacity, "BOFA"), as agent for the Lenders and the Issuing
Lender referred to below (in such capacity, together with its successors and
assigns, the "LOAN AGENT"), GENERAL ELECTRIC CAPITAL CORPORATION, for itself and
as agent for the 1996 Lease Lenders referred to below (in its individual
capacity, "GECC"; and in such dual capacity, together with its successors and
assigns, the "1996 LEASE AGENT"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Agents for the
Liquidity Lenders (individually, a "CO-AGENT" and collectively, the "CO-AGENTS")
and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as the initial
Common Collateral Agent.

                              W I T N E S S E T H:
                              ------------------- 

          WHEREAS, the Company, the financial institutions from time to time
party thereto (the "ORIGINAL LENDERS"), Bankers Trust Company, as documentation
agent (in such capacity, together with its successors and assigns, the
"DOCUMENTATION AGENT"), and BofA, as letter of credit issuing bank (in such
capacity, the "ISSUING LENDER", and together with the Original Lenders, the
"REVOLVING LENDERS") and as Loan Agent entered into that certain Secured
Revolving Credit Agreement dated as of December 9, 1996, as amended by the First
Amendment and Consent thereto (the "FIRST CREDIT AMENDMENT") dated as of October
24, 1997  (the Secured Revolving Credit Agreement as so amended, the "ORIGINAL
CREDIT AGREEMENT");

          WHEREAS, concurrently herewith, the Original Credit Agreement has been
further amended pursuant to the terms of that certain Second Amendment and
Consent thereto (the "SECOND CREDIT AMENDMENT") entered into among the Company,
the Loan Agent, the Documentation Agent, the Co-Agents, GECC, the Revolving
Lenders and the "Liquidity Lenders" (as defined in the Second Credit Amendment)
(the Original Credit Agreement as amended by the Second Credit Amendment, and as
further amended, supplemented, modified, restated, refinanced, refunded or
renewed from time to time, the "CREDIT AGREEMENT");

          WHEREAS, the Company and the 1996 Lease Agent have entered into that
certain Master Lease Agreement No. 2, dated as of December 9, 1996 (the
"ORIGINAL 1996 LEASE AGREEMENT"), as amended by Amendment No. 1 thereto dated
February 28, 1997 and Amendment No. 2 thereto of even date herewith ("1996 LEASE
AMENDMENT NO. 2") (as further amended, 

                                       1
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supplemented, modified, restated, refinanced, refunded or renewed from time to
time, the "1996 MASTER LEASE AGREEMENT");

          WHEREAS, subject to the terms of the 1996 Master Lease Agreement, GECC
has heretofore and may hereafter convey to certain financial institutions
(collectively with GECC, the "1996 LEASE LENDERS", and together with the
Revolving Lenders and Liquidity Lenders, the "SECURED CREDITORS") participation
interests in its rights, duties and obligations under the 1996 Master Lease
Agreement;

          WHEREAS, concurrently with the execution and delivery of the Original
Credit Agreement and the Original 1996 Master Lease Agreement, the Company, the
Loan Agent, the 1996 Lease Agent and the Common Collateral Agent entered into
that certain Intercreditor Agreement dated as of December 9, 1996 (as amended,
supplemented, modified or restated from time to time, the "ORIGINAL
INTERCREDITOR AGREEMENT"), which sets forth certain agreements with respect to,
among other things, voting rights and collateral issues;

          WHEREAS, concurrently with the execution and delivery of the First
Credit Amendment, the Company, the Loan Agent, the 1996 Lease Agent and the
Common Collateral Agent entered into that certain Amended and Restated
Facilities Agreement (the "RESTATED FACILITIES AGREEMENT") and that certain
Amended and Restated Intercreditor Agreement (the "RESTATED INTERCREDITOR
AGREEMENT"), each dated as of October 24, 1997;

          WHEREAS, concurrently herewith, the Company, the Loan Agent, the 1996
Lease Agent, the Lenders, GECC in its capacity as the "Lead 1996 Lease Lender"
(as defined below), the "Other Creditors" and the "Cash Management Banks" (each
as defined in the Intercreditor Agreement referred to below) have entered into
that certain Second Amended and Restated Intercreditor Agreement, pursuant to
which the Restated Intercreditor Agreement has been amended and restated in its
entirety (as so amended and restated, and as the same may be further amended,
modified, supplemented and/or restated from time to time, the "INTERCREDITOR
AMENDMENT"), which sets forth certain agreements with respect to, among other
things, voting rights and collateral issues between the parties thereto;

          WHEREAS, the Company hereby reaffirms the covenants, representations
and warranties made in the Restated Facilities Agreement, to the extent the same
are not affected hereby, and agrees that all such covenants, representations and
warranties shall be deemed to have been remade as of the effective date hereof;

          WHEREAS, the Company has requested that the Loan Agent, the 1996 Lease
Agent and the Common Collateral Agent agree to certain modifications to the
Restated Facilities Agreement;

          WHEREAS, the Company, the Loan Agent (on behalf of itself and the
Revolving Lenders and the Liquidity Lenders (the Revolving Lenders and Liquidity
Lenders being sometimes 

                                       2
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referred to herein as the "LENDERS")), the 1996 Lease Agent (on behalf of itself
and the 1996 Lease Lenders) and the Common Collateral Agent have agreed to enter
into this Amendment on the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Company, the Loan Agent, the 1996 Lease Agent and the
Common Collateral Agent hereby agree as follows:

     SECTION 1.     AMENDMENT TO THE FACILITIES AGREEMENT.  Effective as of the
                    -------------------------------------                      
date hereof and subject to the satisfaction of the conditions precedent set
forth in Section 2 below, and in reliance on the representations and warranties
         ---------                                                             
set forth in Section 3 below, on and after the date hereof, the parties hereto
             ---------                                                        
agree that the Facilities Agreement is amended as follows:
 
     1.1  THE PREAMBLE TO THE FACILITIES AGREEMENT IS DELETED IN ITS ENTIRETY
AND THE FOLLOWING SUBSTITUTED THEREFOR:

          (a)  THE FIRST PARAGRAPH OF THE PREAMBLE TO THE FACILITIES AGREEMENT
     IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING:

               THIS AMENDED AND RESTATED FACILITIES AGREEMENT originally dated
     as of October 24, 1997 and amended by the First Amendment and Consent
     thereto (the "FIRST AMENDMENT") dated as of July 15, 1998 is among BOSTON
     CHICKEN, INC., a Delaware corporation (the "COMPANY"), BANK OF AMERICA
     NATIONAL TRUST AND SAVINGS ASSOCIATION (as successor by merger to Bank of
     America Illinois)(in its individual capacity,"BOFA"), as agent for the
     Lenders and the Issuing Lender referred to below (in such capacity,
     together with its successors and assigns, the "LOAN AGENT"), GENERAL
     ELECTRIC CAPITAL CORPORATION, for itself and as agent for the 1996 Lease
     Lenders referred to below (in its individual capacity, "GECC"; and in such
     dual capacity, together with its successors and assigns, the "1996 LEASE
     AGENT"), BofA and GECC, as Co-Agents for the Liquidity Lenders
     (individually a "CO-AGENT" and collectively, the "CO-AGENTS") and BANK OF
     AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as the initial Common
     Collateral Agent.

          (b) THE REMAINING PARAGRAPHS OF THE PREAMBLE TO THE FACILITIES
     AGREEMENT ARE HEREBY DELETED IN THEIR ENTIRETY AND THE PREAMBLE TO THIS
     AMENDMENT INCORPORATED THEREIN BY REFERENCE.

     1.2  SECTION 1.1 OF THE FACILITIES AGREEMENT IS AMENDED AS FOLLOWS:
          -----------                                                   

          (a)  TO DELETE THE CURRENT DEFINITIONS FOR THE TERMS SET FORTH BELOW
     IN THEIR ENTIRETY AND TO SUBSTITUTE THE FOLLOWING THEREFOR:

                                       3
<PAGE>
 
               "COLLATERAL ASSIGNMENT OF LEASE" means any Collateral Assignment
          of Tenant's Rights in Lease in substantially the form of Exhibit A
                                                                   ---------
          executed by the Company or any Restricted Subsidiary in favor of the
          Common Collateral Agent for the benefit of each of the Creditor
          Classes.  Unless the context otherwise indicates, each reference to
          "Collateral Assignment of Lease" shall be to the several Collateral
          Assignments of Lease entered into for each of the various Creditor
          Classes.

               "COLLATERAL ASSIGNMENT OF LOAN" means a Collateral Assignment of
          Loan Documentation in substantially the form of Exhibit B executed by
                                                          ---------            
          the Company in favor of the Common Collateral Agent for the benefit of
          each of the Creditor Classes.  Unless the context otherwise indicates,
          each reference to "Collateral Assignment of Loan" shall be to the
          several Collateral Assignments of Loan entered into for each of the
          various Creditor Classes.

               "COMMON COLLATERAL AGENT" means the Loan Agent, on behalf of each
          of the Creditor Classes; provided, that at such time as the Credit
                                   --------                                 
          Agreement shall no longer be in effect, Common Collateral Agent shall
          mean, for so long as the 1996 Master Lease is in effect, the 1996
          Lease Agent.

               "COMMON COLLATERAL DOCUMENTS" means, collectively, (i) the
          Security Agreements, the Trademark Security Agreements, the Collateral
          Assignments of Loan, the Mortgages, the Collateral Assignments of
          Lease, the Landlords' Consents, the Pledge Agreements and all other
          security agreements, mortgages, deeds of trust, patent and trademark
          assignments, lease assignments, guarantees and other similar
          agreements between the Company, any Guarantor or their respective
          Subsidiaries and the Common Collateral Agent for the benefit of any of
          the Creditor Classes now or hereafter delivered to the Common
          Collateral Agent pursuant to or in connection with the transactions
          contemplated hereby, and all financing statements (or comparable
          documents now or hereafter filed in accordance with the Uniform
          Commercial Code or comparable law) against the Company, any Guarantor
          or their respective Subsidiaries, as debtor, in favor of the Common
          Collateral Agent for the benefit of the Creditor Classes, as secured
          party, and (ii) any amendments, supplements, modifications, renewals,
          replacements, consolidations, substitutions and extensions of any of
          the foregoing.

               "CREDITORS" has the meaning assigned to that term in the
          Intercreditor Agreement; provided, however, solely for purposes of
                                   --------  -------                         
          the use of that term in the definition of Termination Date, in the
          prefatory language to Articles II through V-A, and in Sections 2.4,
          2.11, 3.7 through 3.9, 4.8, 4.15, 4.16 and 7.4, "CREDITORS" means,
          collectively, the Loan Agent, the Revolving Lenders, the Liquidity
          Lenders, the 1996 Lease Agent, the 1996 Lease Lenders and the Common
          Collateral Agent; and "Creditor" means any of the foregoing Persons.

                                       4
<PAGE>
 
               "EVENT OF DEFAULT" has the meaning set forth in Section 6.1
                                                               -----------
          hereof; provided, that any requirement for the giving of notice, the
                  --------                                                    
          lapse of time, or both, or any other condition, has been satisfied..


               "FINANCIAL LEASE" means with respect to any Person at any date,
          any Capital Lease of such Person and any operating lease of such
          Person entered into outside of the ordinary course of business
          (including, without limitation, the 1995 Master Lease but excluding
          the 1996 Master Lease).

               "FINANCIAL LEASE DEBT" means, as of any date, (1) with respect to
          any Capital Lease under which the Company or any of its Restricted
          Subsidiaries is the lessee, the principal amount thereof as of such
          date as determined in accordance with GAAP, but specifically excluding
          Capital Leases of Financed Subsidiaries existing on the date each
          Financed Franchisee becomes a Financed Subsidiary; (2) with respect to
          the 1995 Master Lease Agreement, the termination value (as defined
          therein) as of such date; and (3) with respect to any other Financial
          Lease under which the Company or any of its Restricted Subsidiaries is
          the lessee, the present value (using a market rate of interest) as of
          such date of all remaining rental payments of the Company or such
          Restricted Subsidiary under such Financial Leases.

               "GUARANTOR" means any Person which from time to time is a party
          to a Guaranty, whether as an initial party thereto or by supplement
          thereto.

               "GUARANTY" means that certain Subsidiary Guaranty dated as of
          July 15, 1998 and issued by each of the Restricted Subsidiaries as of
          such date in favor of either the Loan Agent for the benefit of the
          Revolving Lenders, Issuing Lenders , Liquidity Lenders or the 1996
          Lease Agent for the benefit of the 1996 Lease Lenders, substantially
          in the form of Exhibit C, in each case as amended from time to time by
                         ---------                                              
          the addition through a Guaranty Supplement (in the form attached to
          each such Guaranty) of each  new Restricted Subsidiary as a party
          thereto.

               "INTERCREDITOR AGREEMENT" - See Recitals.

               "LENDERS" or "LENDER" shall have the meaning assigned to such
          term in the Recitals and shall include Bank of America National Trust
          and Savings Association while acting in the capacity of a Lender,
          unless otherwise expressly indicated herein.

               "MORTGAGE" means a mortgage or deed of trust in substantially the
          form of Exhibit E executed by the Company or a Restricted Subsidiary
                  ---------                                                   
          in favor of the Common Collateral Agent for the benefit of each of the
          Creditor Classes.  Unless the 

                                       5
<PAGE>
 
          context otherwise indicates, each reference to a "Mortgage" or the
          "Mortgages" shall be to the Mortgages entered into for each of the
          various Creditor Classes.

               "1996 LEASE DOCUMENTS" means the 1996 Master Lease Agreement, the
          associated Subleases, the respective Guaranties, the Facilities
          Agreement, the "Secured Promissory Note" and "Reborrowing Note" (as
          both such terms are defined in the 1996 Master Lease Agreement) and
          all other agreements, instruments and documents (including, without
          limitation, mortgages, deeds of trust, chattel mortgages and security
          agreements) delivered from time to time to the 1996 Lease Agent with
          respect to the foregoing (as amended, supplemented, modified,
          restated, refinanced, refunded or renewed from time to time in
          accordance with the terms of the Intercreditor Agreement).

               "PLEDGE AGREEMENT" means the pledge agreements in substantially
          the form of Exhibit F executed by the Company and certain Restricted
                      ---------                                               
          Subsidiaries in favor of the Common Collateral Agent for the benefit
          of each of the Creditor Classes. Unless the context otherwise
          indicates, each reference to the "Pledge Agreement" shall be to the
          Pledge Agreements entered into for each of the various Creditor
          Classes.

               "SENIOR SECURED INDEBTEDNESS" means, at any time, the aggregate
          principal amount of liquidity loans,  revolving loans, supplemental
          revolving loans and letter of credit obligations (including, without
          limitation, the unreimbursed amount of any draws under the letters of
          credit) then outstanding under the Credit Agreement, the aggregate
          outstanding principal amount of the loans under the 1996 Master Lease
          plus the aggregate amount of all Financial Lease Debt then
          outstanding..

               "SECURITY AGREEMENT" means any Security Agreement in
          substantially the form of Exhibit G-1 with respect to the Company and
                                    -----------                                
          Exhibit G-2 with respect to the Restricted Subsidiaries in favor of
          -----------                                                        
          the Common Collateral Agent for the benefit of each of the Creditor
          Classes.  Unless the context otherwise indicates, each reference to a
          "Security Agreement" or the "Security Agreements" shall be to the
          Security Agreements entered into for each of the various Creditor
          Classes.

               "STORE REVENUE" means, for any Store, the weekly net revenue
          (i.e. gross revenue net of all coupons, discounts and other amounts
          deducted from gross revenues to obtain net revenue) for such Store
          (whether such Store is operated by the Company or a Franchisee).

               "TRADEMARK SECURITY AGREEMENT" means a Trademark Security
          Agreement substantially in the form of Exhibit H executed by the
                                                 ---------                
          Company or any Restricted Subsidiary in favor of the Common Collateral
          Agent for the benefit of the Creditor Classes.  Unless the context
          otherwise indicates, each reference to a "Trademark 

                                       6
<PAGE>
 
          Security Agreement" or the "Trademark Security Agreements" shall be to
          the Trademark Security Agreements entered into for each of the various
          Creditor Classes.

          (b)  TO ADD EACH OF THE FOLLOWING DEFINITIONS IN THE APPLICABLE
     ALPHABETICAL LOCATION:

               "AGENTS' EXPENSES" means all of the fees, costs and expenses of
          the Common Collateral Agent, the Loan Agent or the 1996 Lease Agent
          (including, without limitation, all "Attorney Costs" (as defined in
          the Intercreditor Agreement), all amounts covered by the terms of
                                                                           
          Section 7.5 (including, without limitation, for fees and expenses of
          -----------                                                         
          Ernst & Young as financial advisors), all Indemnified Liabilities of
          the type described in Section 7.11 and all other costs and expenses)
                                ------------                                  
          (i) arising in connection with the preparation, execution, delivery,
          modification, restatement, amendment, waiver, termination,
          interpretation of this Agreement, the Intercreditor Agreement and each
          other Credit Document or the enforcement (whether in the context of a
          civil action, adversary proceeding, workout or otherwise) of any of
          the provisions hereof or thereof or any of the Common Collateral
          Agent's, Loan Agent's or 1996 Lease Agent's remedies with respect
          thereto, or (ii) incurred or required to be advanced in connection
          with the sale or other disposition or the custody, preservation or
          protection of the Collateral pursuant to any Credit Document and the
          exercise or enforcement of the Common Collateral Agent's, Loan
          Agent's, or 1996 Lease Agent's rights under this Agreement, the other
          Credit Documents, the 1996 Lease Documents and in and to the
          Collateral.

               "ASSET SALE"  has the meaning set forth in Section 3.15(a)(i)
                                                          ------------------
          hereof.

               "ASSET SALE PREPAYMENT" has the meaning set forth in Section
                                                                    -------
          3.15(a)(i) hereof.
          ----------        

               "BUDGET" shall mean the Budget and related parameters attached as
                                                                                
          Exhibit A to the Confidential Agreement as amended from time to time
          ---------                                                           
          in accordance with the provisions of the Intercreditor Agreement.

               "COLLATERAL" has the meaning given that term in the Intercreditor
          Agreement.

               "COLLECTION ACCOUNT" means each lock-box and blocked depository
          account maintained by the Company and each of its Subsidiaries,
          subject to a Collection Account Agreement, for the collection of daily
          receipts from the Stores and other proceeds of Collateral.

               "COLLECTION ACCOUNT AGREEMENT" means a written agreement
          substantially in the form of Exhibit L attached hereto (with such
                                       ---------                           
          changes as may be acceptable 

                                       7
<PAGE>
 
          to the Common Collateral Agent) among the Company or its Subsidiaries,
          the Common Collateral Agent, and, as applicable, each of the banks at
          which the Company and its Subsidiaries maintains a Collection Account.

               "COLLECTION ACCOUNT BLOCKAGE DATE" means the date, following the
          occurrence of a Default (other than, during the Suspension Period, a
          Suspended Default), on which (a) the Loan Agent and the Lease Agent,
          (b) the Majority Liquidity Lenders or (c) the Majority Revolving
          Lenders, the Majority 1996 Lease Lenders and the Required 1996 Lenders
          (as each such term is defined in the Intercreditor Agreement), in the
          sole discretion of any of the groups identified in clause (a), (b) or
          (c), instruct(s) the Common Collateral Agent to instruct any financial
          institution party to a Collection Account Agreement as described in
          the applicable Collection Account Agreement to remit, during the
          continuance of such Default, all amounts deposited in the relevant
          Collection Account to the Common Collateral Agent or as the Common
          Collateral Agent shall direct.

               "CONFIDENTIAL AGREEMENT" shall mean that certain Confidential
          Agreement dated as  of the Restructuring Effective Date entered into
          among the Company, the Loan Agent, the 1996 Lease Agent and the Common
          Collateral Agent.

               "CREDITOR CLASSES" means the following three groups of Creditors:
          (1) the Liquidity Lenders, the Revolving Lenders, the Issuing Lender
          and the 1996 Lease Lenders; (2) the Cash Management Banks; and (3) the
          Other Creditors.

               "ENBC SALE" has the meaning set forth in Section 3.15(b)(i)
                                                        ------------------
          hereof.

               "ENBC SALE PREPAYMENT" has the meaning set forth in Section
                                                                   -------
          3.15(b)(i) hereof.
          ----------        

               "EXCLUDED ASSET SALE" means any Asset Sale consummated pursuant
          to the provisions of clauses (1),(2) or (4) of Section 4.7 hereof.
                                                         -----------        

               "EXISTING 1996 REAL ESTATE COLLATERAL DOCUMENTS" has the meaning
          set forth in Section 3.13 hereof.
                       ------------        

               "FIXED FEE DISTRIBUTION AGREEMENT" shall mean that certain Fixed
          Fee Distribution Agreement dated September 30, 1996 by and between
          Marriott and the Company, as the same may be amended, modified,
          supplemented, renewed, or restated from time to time in accordance
          with the terms hereof.

               "GENERAL EBITDAL COVENANT" has the meaning set forth in Section
                                                                       -------
          5A.1 hereof.
          ----        

               

                                       8
<PAGE>
 
               "LEAD 1996 LEASE LENDER" has the meaning given that term in the
          Credit Agreement.

               "LIQUIDITY EBITDAL COVENANT" has the meaning set forth in Section
                                                                         -------
          5A.2 hereof.
          ----        

               "LIQUIDITY PERCENTAGE" has the meaning given that term in the
          Credit Agreement.

               "LIQUIDITY PERIOD" has the meaning given that term in the
          Intercreditor Agreement.

               "MARRIOTT" shall mean Marriott Distribution Services, Inc.

               "NET CASH PROCEEDS" shall mean, in the case of any Asset Sale or
          any ENBC Sale, cash payments received (including any cash received by
          way of deferred payment pursuant to a note receivable or otherwise,
          but only as and when so received) by the Company or any of its
          Restricted Subsidiaries from any Asset Sale or ENBC Sale  less the
                                                                    ----    
          amount of reasonable fees and commissions payable to persons other
          than the Company or such Restricted Subsidiary, and other normal
          expenses of sale, including reasonable costs and expenses related to
          such sale or other disposition that are to be paid in cash.

               "1996 LEASE AGENT"  has the meaning set forth in the preamble.
          All references in this Agreement to the "Lease Agent" shall mean and
          be a reference to the 1996 Lease Agent.

               "1996 LEASE LENDERS" has the meaning set forth in the preamble.
          All references in this Agreement to the "Lease Participants" shall
          mean and be a reference to the 1996 Lease Lenders.  Notwithstanding
          the foregoing, any Reborrowing Loan or other amount to be made by the
          1996 Lease Lenders or any payment that is required to be made
          hereunder or under the Intercreditor Agreement to the 1996 Lease
          Lenders shall in either such case be made by or to the Lead 1996 Lease
          Lender, and the Lead 1996 Lease Lender shall collect amounts from or
          distribute amounts to the 1996 Lease Lenders in accordance with the
          terms of the applicable participation agreements.

               "1996 LENDER" has the meaning given that term in the
          Intercreditor Agreement.

               "PRO RATA 1996 SHARE" means with respect to any 1996 Lender, the
          percentage obtained by dividing (A) the sum of the principal amount of
          such 1996 Lender's Revolving Obligations and 1996 Lease Obligations at
          such time by (B) the 

                                       9
<PAGE>
 
          sum of the aggregate principal amount of the Revolving Obligations and
          1996 Lease Obligations at such time.

               "REBORROWING AVAILABILITY" means, as of any time of
          determination, the aggregate Reborrowing Availability Amount minus the
          aggregate amount of Reborrowing Loans outstanding as of such time.

               "REBORROWING AVAILABILITY AMOUNT" has the meaning set forth in
          Section 3.15(b)(iv)(A) hereof.
          ----------------------        

               "REBORROWING AVAILABILITY COMMENCEMENT DATE" has the meaning set
          forth in Section 3.15(b)(iv)(B) hereof.
                   ----------------------        

               "REBORROWING AVAILABILITY PERIOD" means the period from the
          Reborrowing Availability Commencement Date through the Reborrowing
          Availability Termination Date.

               "REBORROWING AVAILABILITY TERMINATION DATE" means the first date
          to occur of (i)  the occurrence of an Event of  Default (other than,
          during the Suspension Period, a Suspended Default) and (ii) October
          17, 1998.

               "REBORROWING COMMITMENTS" means the Reborrowing Commitments -
          Revolver and Reborrowing Commitments - 1996 Master Lease.

               "REBORROWING COMMITMENTS - REVOLVER"  means for each Revolving
          Lender, as of any time of determination, its provisional commitment to
          make Reborrowing Loans in an amount not to exceed its Pro Rata 1996
          Share of Reborrowing Availability at such time.

               "REBORROWING COMMITMENTS - 1996 MASTER LEASE" means for each 1996
          Lease Lender, as of any time of determination, its provisional
          commitment to make Reborrowing Loans in an amount not to exceed its
          Pro Rata 1996 Share of Reborrowing Availability at such time.

               "REBORROWING LOAN" has the meaning set forth in Section
                                                               -------
          3.15(b)(iv)(D) hereof.
          --------------        

               "REBORROWING PERIOD" means the period commencing on the
          Reborrowing Availability Commencement Date and ending on the first
          date thereafter on which all of the Reborrowing Loans have been paid
          in full and the Reborrowing Commitment has been terminated.

                                       10
<PAGE>
 
               "REBORROWING REQUEST" has the meaning set forth in Section
                                                                  -------
          3.15(b)(iv)(C) hereof.
          --------------        

               "RESTRUCTURING EFFECTIVE DATE"  means the date on which all of
          the conditions precedent to the effectiveness of the First Amendment
          hereto shall have been satisfied or waived.

               "SPECIFIED LIQUIDITY PERIOD" means the period from and after the
          Restructuring Effective Date until the date on which (i) the Liquidity
          Obligations have been paid in full and all Liquidity Commitments have
          been terminated and (ii) the Reborrowing Loans have been paid in full
          and the Reborrowing Commitments have been terminated.

               "SUSPENDED DEFAULTS" has the meaning given that term in the
          Intercreditor Agreement.

               "SUSPENSION PERIOD" means the period from the Restructuring
          Effective Date to the Suspension Termination Date.

               "SUSPENSION TERMINATION DATE" means October 17, 1998, or such
          earlier date after the Restructuring Effective Date on which any
          Default other than a Suspended Default has occurred.

               "TAX REFUND PREPAYMENT" has the meaning set forth in Section 3.15
                                                                    ------------
          hereof.

               "TERMINATION DATE" has the meaning given that term in the Credit
          Agreement.

     (c)  TO DELETE THE DEFINED TERM "AGENCY AGREEMENT" THEREFROM; AND

     (d)  TO ADD THE FOLLOWING AT THE END THEREOF:

     In the event that capitalized terms are used in this Agreement and not
     defined in this Agreement, such terms shall have the meaning given to them
     in the Intercreditor Agreement.

     1.3  ARTICLE II OF THE FACILITIES AGREEMENT IS AMENDED AS FOLLOWS:
          --------                                                     

          (a)  SECTION 2.4 OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE THE
               -----------                                                     
     TERMS THEREOF IN THEIR ENTIRETY AND TO SUBSTITUTE THE FOLLOWING THEREFOR:

               SECTION 2.4  Financial Statements.  The Company's audited
                            --------------------                        
          consolidated financial statements as of December 28, 1997 (the
          "Audited Statements") and its unaudited consolidated financial
          statements as of  April 19, 1998, ("Unaudited 

                                       11
<PAGE>
 
          Statements") have been furnished to each Creditor. The Audited
          Statements have been prepared in conformity with GAAP and fairly
          present the financial condition of the Company and its Subsidiaries as
          of such dates and the results of operations for the periods then
          ended. The Unaudited Statements have been prepared in a manner
          consistent (except for changes in accounting policies permitted by
          GAAP which have been or are contemporaneously disclosed in writing to
          each Creditor) with the Audited Statements, except for the lack of
          normal year-end accruals, reclassifications, and audit adjustments and
          financial statement footnotes. Except as has been disclosed prior to
          the Restructuring Effective Date in public filings made by the Company
          with the Securities and Exchange Commission and except as set forth in
          the Budget, since the date of the Unaudited Statements, there has been
          no Material Adverse Change. No information, exhibit, or report
          furnished by the Company to the Creditors in connection with the
          negotiation of this Agreement (including, without limitation, any
          amendment thereto), considered as a whole with all other information,
          exhibits and reports furnished to the Creditors in connection with the
          negotiation of this Agreement (including, without limitation, any
          amendment thereto) at the time it was furnished (and as modified or
          superseded by any information, exhibits and reports subsequently
          furnished to the Creditors), contained any material misstatement of
          fact or omitted to state a material fact necessary to make the
          statements contained therein, in light of the circumstances in which
          they were made, not materially misleading; provided, that except as
          expressly provided below, the Company makes no representation, 
                      --------                                              
          warranty, or guaranty as to (1) any projections furnished to the
          Creditors (it being understood that such projections have been
          prepared by management of the Company on the basis of assumptions
          which such management believed were reasonable as of the date of such
          projections in light of the historical financial performance of the
          business of the Company and of current and reasonably foreseeable
          business conditions) or (2) any information supplied by Franchisees or
          contained in analyst reports or other reports prepared by third
          parties or derived therefrom unless in the case of this clause (2) the
          Company has actual knowledge at the time such information is delivered
          to the Creditors that such information contains a material
          misstatement of fact or omits to state a material fact necessary to
          make the statements contained therein, in light of the circumstances
          under which they were made, not materially misleading.

          (b)  SECTION 2.19 OF THE FACILITIES AGREEMENT  IS AMENDED TO DELETE
               ------------                                                  
     CLAUSE (d) THEREOF IN ITS ENTIRETY AND TO SUBSTITUTE THE FOLLOWING
     THEREFOR:

               (d)  The Company and each of its Restricted Subsidiaries have
          entered into documents which are effective to create the security
          interests and Liens as follows::

                    (i)  Liens to secure the Liquidity Obligations, 1996 Lease
               Obligations and the Revolving Obligations by the 1996 Collateral;

                                       12
<PAGE>
 
                    (ii)  Liens to secure the Cash Management Obligations by the
               1996 Collateral; and

                    (iii)  Liens to secure the Supplemental Obligations by the
               1996 Collateral,

          and each of such documents secure the "Secured Obligations" purported
          to be secured thereby.

     1.5  ARTICLE III OF THE FACILITIES AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
          -----------                                                          

          (a)  SECTION 3.4 OF THE FACILITIES AGREEMENT IS AMENDED TO ADD THE
               -----------                                                  
     FOLLOWING IN THE PROVISO THERETO, IMMEDIATELY PRIOR TO THE PARENTHETICAL
     CONTAINED THEREIN:

          ;provided, further, however, that the Net Cash Proceeds of any such
          sale or other disposition shall be paid to the Common Collateral Agent
          to the extent required pursuant to Section 3.15 below
                                             ------------      

          (b)  SECTION 3.5 OF THE FACILITIES AGREEMENT IS AMENDED BY INSERTING
               -----------                                                    
     THE FOLLOWING AT THE END THEREOF:

          The Company shall deliver to the Common Collateral Agent endorsements
          (y) to all "All Risk" physical damage insurance policies on all of the
          Company's and its Restricted Subsidiaries'  tangible real and personal
          property and assets and business interruption insurance policies
          naming the Common Collateral Agent loss payee or, in the case of the
          "Lease Assets" (as defined in the 1996 Master Lease), as additional
          loss payee in addition to the 1996 Lease Agent, and (z) to all general
          liability and other liability policies naming the Common Collateral
          Agent on behalf of itself and the Creditors as additional insured.  In
          the event the Company or any of its Restricted Subsidiaries, at any
          time or times hereafter shall fail to obtain or maintain any of the
          policies or insurance required herein or to pay any premium in whole
          or in part relating thereto, then the Common Collateral Agent or any
          Creditor, without waiving or releasing any obligations or resulting
          Default hereunder, may at any time or times thereafter (but shall be
          under no obligation to do so) obtain and maintain such policies of
          insurance and pay such premiums and take any other action with respect
          thereto which the Common Collateral Agent or such Creditor deems
          advisable.  All sums so disbursed by the Common Collateral Agent or
          any Creditor shall constitute part of the Secured Obligations, payable
          as provided in this Agreement and the other Credit Documents.


          (c)  TO DELETE THE TERMS OF SECTION 3.8(4) OF THE FACILITIES AGREEMENT
                                      --------------                            
     IN THEIR ENTIRETY AND TO SUBSTITUTE THE FOLLOWING THEREFOR:

                                       13
<PAGE>
 
               3.8(4)  Compliance Certificate; Budget Reconciliation.  Together
                       ---------------------------------------------           
          with the financial statements furnished by the Company under the
          preceding clauses (1),  (2) and (3), a duly completed compliance
                    -----------  ----     ---                             
          certificate in the form of Exhibit I signed by the Chief Financial
                                     ---------                              
          Officer, Chief Accounting Officer, Vice President - Finance or any
          Senior Vice President of the Company (in his or her capacity as such,
          and without personal liability therefor) and together with the
          financial statements furnished by the Company under the preceding
          clauses (1) and (2),  a reconciliation report of actual to projected
          -----------     ---                                                 
          experience on the Budget, in form and substance and containing such
          supporting information as is reasonably acceptable to the Agents,
          signed by the Chief Financial Officer, Chief Accounting Officer, Vice
          President - Finance or any Senior Vice President of the Company (in
          his or her capacity as such, and without personal liability therefor)
          and ;

          (d)  TO DELETE THE TERMS OF SECTION 3.8(6) OF THE FACILITIES AGREEMENT
                                      --------------                            
     IN THEIR ENTIRETY AND TO SUBSTITUTE THE FOLLOWING THEREFOR:

               (6)  Updated Schedules.  On the Restructuring Effective Date and
                    -----------------                                          
          as soon as reasonably available thereafter (but in any event within
          forty-five (45) days after the end of each fiscal quarter of the
          Company or if requested in writing by any Creditor within forty-five
          (45) days after the end of each Retail Period), updated Schedules
                                                                  ---------
          2.16, 2.17 (on which Schedule it shall identify whether such
                ----                                                  
          Collateral is collateral securing the 1995 Master Lease (the "1995
          COLLATERAL") or the "Collateral" (as such term is defined in the
          Intercreditor Agreement)) and 2.18 hereto, which updated schedules
                                        ----                                
          shall be deemed as of the date of delivery to amend and restate (a)
          the previously delivered Schedules 2.16, 2.17 and 2.18 in their
                                   --------------  ----     ----         
          entirety, (b) in the case of Schedule 2.16, Attachment I to each of
                                       -------------                         
          the Pledges Agreement in their entirety (provided, that the following
                                                   --------                    
          items listed on Schedule 2.16 shall be deleted before such schedule
                          -------------                                      
          shall be deemed to be Attachment I to the Pledge Agreements:  (A) the
          equity interests designated with an asterisk ("*") on the initial
                                                                           
          Schedule 2.16 attached hereto and (B) notes or other instruments
          -------------                                                   
          evidencing loans and advances permitted by clause (ii) of Section
                                                     -----------    -------
          4.8), (c) in the case of Schedule 2.17, Schedule I to each of the
                                   -------------                           
          Security Agreements in its entirety and (d) in the case of Schedule
                                                                     --------
          2.18, Schedule I to each of the Collateral Assignments of Loan in its
          ----                                                                 
          entirety;

          (e)  TO DELETE THE REFERENCE TO CLAUSE (4) OF SECTION 4.7 CONTAINED IN
                                                        -----------             
     SECTION 3.8(14) THEREFROM IN ITS ENTIRETY AND TO SUBSTITUTE A REFERENCE TO
     ---------------                                                           
     CLAUSE (5) OF SECTION 4.7 THEREFOR.
                   -----------          

          (f)  TO DELETE THE TERMS OF SECTION 3.8 (15) OF THE FACILITIES
                                      ----------------                  
     AGREEMENT IN THEIR ENTIRETY AND TO SUBSTITUTE THE FOLLOWING THEREFOR:

                                       14
<PAGE>
 
               (16)  General information.  Such other information respecting the
                     -------------------                                        
          condition or operations, financial or otherwise, of the Company or any
          Subsidiary as any of the Loan Agent, the Lease Agent, the
          Documentation Agent, the Common Collateral Agent or the Required
          Creditors may from time to time reasonably request. Without limiting
          the foregoing, the Company and its Subsidiaries shall cooperate with
          the Agents and their financial advisors and provide access to
          information sufficient so that such financial advisors can prepare a
          reconciliation of the Company and its Subsidiaries' actual performance
          to that projected in the short-term treasury (cash-flow) model
          prepared by the Company and previously delivered to the Creditors (as
          the same may be updated from time to time).

          (g)  TO INSERT THE FOLLOWING AFTER SECTION 3.8(14) OF THE FACILITIES
                                             ---------------                  
     AGREEMENT:

               (15)    Weekly Store Revenue.  As soon as available and in any
                       --------------------                                  
          event within five Business Days  after the end of each calendar week,
          a report of Store Revenue for all Stores operated by the Company, its
          Restricted Subsidiaries and each Financed Franchisee, in form and
          substance and containing such supporting information as is reasonably
          acceptable to the Agents, signed by the Chief Financial Officer, Chief
          Accounting Officer, Vice President - Finance or any Senior Vice
          President of the Company (in his or her capacity as such, and without
          personal liability therefor), including, without limitation, the
          "flash" report of sales by week by unit in the most complete form as
          previously delivered to each of the Agents; and

          (h)  TO DELETE THE TERMS OF SECTION 3.10 IN THEIR ENTIRETY AND TO
                                      ------------                         
     SUBSTITUTE THE FOLLOWING THEREFOR:

          SECTION 3.10  [Intentionally Blank.]

          (i)  TO AMEND SECTION 3.11 OF THE FACILITIES AGREEMENT BY AMENDING
                        ------------                                        
     EACH REFERENCE THEREIN TO THE "PLEDGE AGREEMENT" TO BE A REFERENCE TO "EACH
     OF THE PLEDGE AGREEMENTS" AND TO FURTHER AMEND SECTION 3.11 OF THE
                                                    ------------       
     FACILITIES AGREEMENT BY DELETING CLAUSE (y) THEREOF IN ITS ENTIRETY AND TO
     SUBSTITUTE THE FOLLOWING THEREFOR:

          (y)  is consistent with the terms of this Agreement and the other
          Credit Documents.

          (j)  TO AMEND SECTION 3.13 OF THE FACILITIES AGREEMENT BY ADDING THE
                        ------------                                          
     FOLLOWING AT THE END THEREOF:

          In addition, as of the Restructuring Effective Date, the Company shall
          and shall cause each of its Restricted Subsidiaries to:

                                       15
<PAGE>
 
               (A)  Enter into amendments and/or amendments and restatements, in
          form and substance reasonably acceptable to the Agents and the
          Liquidity Lenders, to each of the Mortgages and Collateral Assignments
          of Lease previously delivered (the "EXISTING 1996 REAL ESTATE
          COLLATERAL DOCUMENTS") to add the Liquidity Obligations to the
          obligations secured thereby;

               (B)  Enter into additional Mortgages and Collateral Assignments
          of Lease in form and substance substantially similar to the Existing
          1996 Real Estate Collateral Documents, as amended, and covering the
          same real estate interests together with the interests pledged to the
          1996 Lease Agent (subject to the terms of the Intercreditor Agreement)
          in order to secure:

                    (1)  the Cash Management Obligations; and

                    (2)  the Supplemental Obligations

          together with such other documentation as shall be necessary in the
          reasonable determination of the Common Collateral Agent to effect the
          assignment of the rights, title and interest of the Company or such
          Restricted Subsidiary, as the case may be, in and to such owned and
          leased real property.

          (K)  TO AMEND SECTION 3.14 OF THE FACILITIES AGREEMENT BY DELETING THE
                        ------------                                            
     TERMS THEREOF IN THEIR ENTIRETY AND TO SUBSTITUTE THE FOLLOWING THEREFOR:

                    SECTION 3.14   Further Assurances.  Promptly upon request by
                                   ------------------                           
          the Common Collateral Agent, the Loan Agent, the 1996 Lease Agent or
          any of the Majority Liquidity Lenders, the Majority 1996 Lease
          Lenders, the Majority Revolving Lenders, any Cash Management Bank or
          any Other Creditor, as applicable, the Company shall (and shall cause
          any of its Subsidiaries to) do, execute, acknowledge where necessary,
          deliver, record, re-record, file, re-file, register and re-register,
          any and all such further acts, deeds, conveyances, security
          agreements, mortgages, assignments, estoppel certificates, financing
          statements and continuations thereof, termination statements, notices
          of assignment, transfers, certificates, assurances and other
          instruments as the Common Collateral Agent or such Creditors, as the
          case may be, may reasonably require from time to time in order (i) to
          carry out more effectively the intent and purposes of this Agreement
          or any other Common Collateral Document, (ii) to subject to the Liens
          created by any of the Common Collateral Documents any of the
          properties, rights or interests covered by any of the Common
          Collateral Documents, and (iii) to perfect and maintain the validity,
          effectiveness and priority of any of the Common Collateral Documents
          and the Liens intended to be created thereby.  Without in any way
          limiting the foregoing, on or prior to the date that is 30 days
          following the Restructuring Effective Date, the Company shall and
          shall cause each of its 

                                       16
<PAGE>
 
          Restricted Subsidiaries to provide to the Common Collateral Agent all
          legal descriptions which were not available for owned or leased
          locations as of the Restructuring Effective Date sufficient to permit
          the filing of UCC fixture filings for such locations.

          (l)  TO ADD THE FOLLOWING AFTER SECTION 3.14 OF THE FACILITIES
                                          ------------                  
     AGREEMENT:

          SECTION 3.15  Mandatory Prepayments.
                        --------------------- 

          (a)  Asset Sales and Tax Refunds.
               --------------------------- 

               (i)  Asset Sale Prepayments.  Upon the consummation by the
                    ----------------------                               
          Company or any Restricted Subsidiary of any transaction, whether
          voluntary or involuntary (including, as a result of any condemnation
          proceeding) involving the sale, lease, assignment, transfer, or other
          disposition of any of its now owned or hereafter acquired assets
          (including, without limitation, shares of stock and indebtedness of
          Restricted Subsidiaries (but not including the sale, assignment,
          transfer or other disposition of the shares of stock of ENBC),
          receivables, real property, leasehold interests, franchise agreements,
          trademarks, trade names, copyrights, licenses and other general
          intangible interests) (an "ASSET SALE") (other than the Excluded Asset
          Sales), except to the extent that the gross amount of the proceeds of
          such Asset Sale, when combined with the gross amount of the proceeds
          of all such Asset Sales during the period from the Restructuring
          Effective Date to the date of such Asset Sale, do not exceed
          $5,100,000, on the Business Day of the Company's or any of its
          Restricted Subsidiaries' (i) receipt of any Net Cash Proceeds from any
          such Asset Sale, or (ii) conversion to cash or cash equivalents of
          non-cash proceeds (whether principal or interest and including
          securities, release of escrow arrangements, success payments, earnouts
          or lease payments) received from any Asset Sale, the Company shall
          make a mandatory prepayment of the Secured Obligations in an amount
          equal to one hundred percent (100%) of such Net Cash Proceeds or such
          proceeds converted from non-cash to cash or cash equivalents (an
          "ASSET SALE PREPAYMENT").  Notwithstanding anything herein to the
          contrary, no Asset Sale Prepayment shall be required from the proceeds
          of  the sale, lease, assignment, transfer or other disposition of  (y)
          any of the 1995 Collateral or (z) any of the Sanwa Collateral
          (although amounts received therefrom shall be included for purposes of
          determining whether the Company has exceeded the $5,100,000 threshold
          above).  The Company shall make each such Asset Sale Prepayment to the
          Common Collateral Agent for the benefit of the Creditors as their
          interests appear and the Common Collateral Agent shall distribute the
          proceeds thereof in accordance with the terms of clause (iii) below.

               (ii)  Tax Refund Prepayments.  Upon the receipt by the Company or
                     ----------------------                                     
          any Restricted Subsidiary of any payments from federal, state or local
          tax refunds, the 

                                       17
<PAGE>
 
          Company shall make a mandatory prepayment of the Secured Obligations
          in an amount equal to one hundred percent (100%) of such tax refund
          payments (a "TAX REFUND PREPAYMENT"). The Company shall make each such
          Tax Refund Prepayment to the Common Collateral Agent for the benefit
          of the Creditors as their interests appear and the Common Collateral
          Agent shall distribute the proceeds thereof in accordance with the
          terms of clause (iii) below.

               (iii)  Application of Asset Sale and Tax Refund Prepayments.
                      ----------------------------------------------------  
          Each Asset Sale Prepayment and each Tax Refund Prepayment shall be
          allocated and applied to the Secured Obligations as follows:

                    FIRST:  If such prepayment is made after the occurrence of
               an Actionable Default, to the Common Collateral Agent in an
               amount equal to the Agents' Expenses that are unpaid as of such
               date, and to any of the Creditors that has theretofore advanced
               or paid any such Agents'  Expenses in an amount equal to the
               amount thereof so advanced or paid by such Creditor prior to such
               date;

                    SECOND: If such prepayment is made after the occurrence of
               an Actionable Default, to the Liquidity Lenders for the payment
               of the accrued and unpaid interest and fees with respect to the
               Liquidity Obligations, pro rata in accordance with each Liquidity
               Lender's Liquidity Percentage;

                    THIRD:  To the Liquidity Lenders for the prepayment of the
               outstanding principal balance of the Liquidity Obligations, pro
               rata in accordance with each Liquidity Lender's Liquidity
               Percentage and the Liquidity Commitments of such Liquidity Lender
               shall be permanently reduced pro tanto;
                                            --- ----- 

                    FOURTH: If such prepayment is made after the occurrence of
               an Actionable Default, to the 1996 Lenders for the payment of the
               accrued and unpaid interest and fees with respect to the
               Revolving Obligations and 1996 Lease Obligations, pro rata in
               accordance with each 1996 Lender's Pro Rata 1996 Share;

                    FIFTH:  To the 1996 Lenders, for the payment of the
               outstanding principal balance of the Revolving Obligations and
               the 1996 Lease Obligations, pro rata in accordance with such 1996
               Lender's  Pro Rata 1996 Share, as a permanent reduction of the
               Revolving Obligations and 1996 Lease Obligations so repaid; and

                    SIXTH:  To the Common Collateral Agent for application
               pursuant to clauses FIRST through FIFTH of Section 3.3(a) of the
                                                          --------------       
               Intercreditor 

                                       18
<PAGE>
 
               Agreement, as applied without regard to whether or not an
               Actionable Default exists.

               (iv)  Miscellaneous Matters.  In the event that a portion of the
                     ---------------------                                     
          Revolving Obligations to be repaid pursuant to clause (iii) FOURTH
                                                         -------------------
          above shall include contingent reimbursement obligations in respect of
          Letters of Credit, the allocable amount with respect thereto shall be
          deposited with the Common Collateral Agent as cash collateral in
          respect of such letter of credit obligations.  On each date on which a
          payment is made to a beneficiary pursuant to a draw on a Letter of
          Credit, the Common Collateral Agent shall distribute to the Issuing
          Lender from the amounts held pursuant to this subsection (iv) for
                                                        ---------------    
          application to the payment of the reimbursement obligation due to
          Issuing Lender with respect to such draw an amount equal to the
          product of (1) the total amount then held pursuant to this clause
                                                                     ------
          (iv), and (2) a fraction, the numerator of which is the amount of such
          draw and the denominator of which is the aggregate undrawn amount of
          all outstanding Letters of Credit immediately prior to such draw.  On
          each date on which a reduction in the undrawn amount of any
          outstanding Letter of Credit occurs other than on account of a payment
          made to a beneficiary pursuant to a draw on such Letter of Credit, the
          Agent shall distribute from the amounts held pursuant to this clause
                                                                        ------
          (iv) an amount equal to the product of (1) the total amount then held
          ----                                                                 
          pursuant to this clause (iv) and (2) a fraction the numerator of which
                           -----------                                          
          is the amount of such reduction and the denominator of which is the
          aggregate undrawn amount of all outstanding Letters of Credit
          immediately prior to such reduction, which amount shall be distributed
          as provided in clause (iii) above.  At such time as no Letters of
                         ------------                                      
          Credit are outstanding, any remaining amount held pursuant to this
          clause (iv), after the distribution therefrom as provided above, shall
          -----------                                                           
          be distributed as provided in clause (iii) above. No amounts repaid
                                        ------------                         
          under this Section 3.15(a) shall be permitted to be reborrowed.
                     ---------------                                     

          (b)  ENBC Prepayments.
               ---------------- 

               (i)  ENBC Sale Prepayments.  Upon the consummation by the Company
                    ---------------------                                       
          of any transaction involving the sale,  assignment, transfer, or other
          disposition of any of the capital stock of ENBC owned of record or
          beneficially by the Company (an "ENBC SALE"), the Company shall make a
          mandatory prepayment of the Secured Obligations in an amount equal to
          one hundred percent (100%) of the Net Cash Proceeds from such ENBC
          Sale or such proceeds converted from non-cash to cash or cash
          equivalents (an "ENBC PREPAYMENT").  The Company shall make such
          mandatory prepayment to the Common Collateral Agent for the benefit of
          the Creditors as their interests appear and the Common Collateral
          Agent shall distribute the proceeds thereof in accordance with the
          terms of clause (ii) below.
                   -----------       

               (ii)  Application of ENBC Prepayments.  Each ENBC Prepayment
                     -------------------------------                       
          shall be allocated and applied to the Secured Obligations as follows:

                                       19
<PAGE>
 
                    FIRST:  If such ENBC Prepayment is made after the occurrence
               of an Actionable Default, to the Common Collateral Agent in an
               amount equal to the Agents' Expenses that are unpaid as of such
               date, and to any of the Creditors that has theretofore advanced
               or paid any such Agents'  Expenses in an amount equal to the
               amount thereof so advanced or paid by such Creditor prior to such
               date;

                    SECOND: An amount equal to twenty-five percent (25%) of the
               remaining Net Cash Proceeds from such ENBC Sale Prepayment to the
               1996 Lenders for the payment of  (a) first, if such ENBC
               Prepayment is made after the occurrence of an Actionable Default,
               the accrued and unpaid interest and fees with respect to the
               Revolving Obligations and 1996 Lease Obligations, pro rata in
               accordance with each 1996 Lender's Pro Rata 1996 Share; and (b)
               second, the outstanding principal balance of the Revolving
               Obligations and the 1996 Lease Obligations, pro rata in
               accordance with each 1996 Lender's  Pro Rata 1996 Share as a
               permanent reduction of the Revolving Obligations and 1996 Lease
               Obligations so repaid;

                    THIRD:  An amount equal to the lesser of: (a) the
               outstanding amount of the Liquidity Obligations (calculated to
               include interest and fees only if such calculation is made after
               the occurrence of an Actionable Default) and (b) the remaining
               amount of the ENBC Prepayment after payment of the amounts under
               clauses FIRST and SECOND above, to the Liquidity Lenders for the
               payment of (a) first, if such ENBC Prepayment is made after the
               occurrence of an Actionable Default, the accrued and unpaid
               interest and fees with respect to the Liquidity Obligations, pro
               rata in accordance with each Liquidity Lender's Liquidity
               Percentage and (b) second, the outstanding principal balance of
               the Liquidity Obligations, pro rata in accordance with each
               Liquidity Lender's Liquidity Percentage and, upon such prepayment
               of principal, the Liquidity Commitments of each Liquidity Lender
               shall be permanently reduced pro tanto (subject to further
                                            --- -----                    
               reduction pursuant to clause FOURTH below);

                    FOURTH:  An amount equal to the lesser of: (a) the sum of
               the outstanding amount of the Revolving Obligations and the 1996
               Lease Obligations (in each case calculated to include interest
               and fees only if such calculation is made after the occurrence of
               an Actionable Default) and (b) the remaining amount of the ENBC
               Prepayment after payment of the amounts under clauses FIRST,
               SECOND and THIRD above to the 1996 Lenders, for the payment of
               (i) first, if the calculation above was made after the occurrence
               of an Actionable Default, the accrued and unpaid interest and
               fees with respect to the Revolving Obligations and 1996 Lease
               Obligations pro rata in accordance with each 1996 Lender's Pro
               Rata 1996 Share and 

                                       20
<PAGE>
 
               (ii) second, the outstanding principal balance of the Revolving
               Obligations and 1996 Lease Obligations pro rata in accordance
               with each 1996 Lender's Pro Rata 1996 Share; and

                    FIFTH:  Any excess, to the Common Collateral Agent for
               application pursuant to clauses FIRST through FIFTH of  Section
                                                                       -------
               3.3(a) of the Intercreditor Agreement, as applied without regard
               ------                                                          
               to whether or not an Actionable Default exists.

               (iii)  Miscellaneous Matters.  In the event that a portion of the
                      ---------------------                                     
          Revolving Obligations to be repaid pursuant to clause (ii) above shall
                                                         -----------            
          include contingent reimbursement obligations in respect of Letters of
          Credit, the allocable amount (the "L/C Amount") with respect thereto
          shall be deposited with the Common Collateral Agent as cash collateral
          in respect of such letter of credit obligations.  On each date on
          which a payment is made to a beneficiary pursuant to a draw on a
          Letter of Credit, the Common Collateral Agent shall distribute to the
          Issuing Lender from the amounts held pursuant to this subsection (iii)
                                                                ----------------
          for application to the payment of the reimbursement obligation due to
          Issuing Lender with respect to such draw an amount equal to the
          product of (1) the total amount then held pursuant to this clause
                                                                     ------
          (iii), and (2) a fraction, the numerator of which is the amount of
          -----                                                             
          such draw and the denominator of which is the aggregate undrawn amount
          of all outstanding Letters of Credit immediately prior to such draw.
          On each date on which a reduction in the undrawn amount of any
          outstanding Letter of Credit occurs other than on account of a
          Reborrowing Loan or a payment made to a beneficiary pursuant to a draw
          on such Letter of Credit, the Agent shall distribute from the amounts
          held pursuant to this clause (iii) an amount equal to the product of
                                ------------                                  
          (1) the total amount then held pursuant to this clause (iii) and (2) a
                                                          ------------          
          fraction the numerator of which is the amount of such reduction and
          the denominator of which is the aggregate undrawn amount of all
          outstanding Letters of Credit immediately prior to such reduction,
          which amount shall be distributed as provided in clause (ii).  At such
                                                           -----------          
          time as no Letters of Credit are outstanding, any remaining amount
          held pursuant to this clause (iii), after the distribution therefrom
                                ------------                                  
          as provided above, shall be distributed as provided in clause (ii)
                                                                 -----------
          above.  Notwithstanding anything herein to the contrary, the L/C
          Amount shall be subject to reborrowing either (a) from the cash
          collateral deposited with the Common Collateral Agent and/or (b) from
          amounts distributed in payment of reimbursement obligations due with
          respect to any Letter of Credit at the times, in the amounts and
          otherwise on the same terms and conditions as though such amount had
          been distributed to the Revolving Lenders pursuant to the terms of
          clause FOURTH above.

               (iv)  Effect of ENBC Prepayments; Reborrowing Availability
                     ----------------------------------------------------
          Amount; Procedure for Reborrowing.
          --------------------------------- 

                                       21
<PAGE>
 
                    (A) The "REBORROWING AVAILABILITY AMOUNT" shall initially be
               zero ($0.00).  Upon each payment pursuant to the preceding clause
                                                                          ------
               (ii) FOURTH (each a "LEVEL 4 PAYMENT"), the Reborrowing
               -----------                                            
               Availability Amount shall be increased by an amount equal to the
               lesser of (x) the aggregate amount of the Liquidity Facility
               Commitments, if any, that remain after the reduction thereof
               pursuant to the preceding clause (ii) THIRD that corresponds to
                                         -----------------                    
               such Level 4 Payment and (y) the aggregate principal amount of
               such Level 4 Payment.  Concurrent with any increase in the
               Reborrowing Availability Amount as provided in the preceding
               sentence, the Liquidity Commitments of each Liquidity Lender
               shall be permanently reduced pro tanto.
                                            --- ----- 

                    (B)  From and after the time at which the Reborrowing
               Availability Amount is first increased from zero pursuant to the
               preceding clause (iv)(A) (the date of the first such increase in
               the Reborrowing Availability Amount, the "REBORROWING
               AVAILABILITY COMMENCEMENT DATE"):

                         (1)  each of the Revolving Lenders and the Lead 1996
                    Lease Lender shall be obligated, in accordance with the
                    terms hereof and of Section 2.7(4) of the Credit Agreement
                                        --------------                        
                    and Section IIA of the 1996 Lease Agreement and subject to
                        -----------                                           
                    the other terms and conditions contained herein and therein
                    and applicable thereto, to reloan its Pro Rata 1996 Share of
                    the Reborrowing Availability Amount; and

                         (2)  No Liquidity Loans shall be made at any time at
                    which there are unused Reborrowing Commitments hereunder.

                    (C)  Any authorized officer of the Company may request a
               Reborrowing Loan on behalf of the Company during the Reborrowing
               Availability Period by giving simultaneous written notice to the
               Loan Agent and the 1996 Lease Agent in the form of Exhibit J
                                                                  ---------
               attached hereto ("REBORROWING REQUEST") or such other form as
               shall be acceptable to the Loan Agent and the 1996 Lease Agent.
               Each Reborrowing Request shall constitute a deemed representation
               and warranty by the Company that the conditions contained in each
               of the Credit Documents to the making of such a Reborrowing Loan
               have been satisfied. Each Reborrowing Request must be received by
               the Loan Agent and the 1996 Lease Agent prior to 10:00 A.M.,
               Chicago time, on the proposed date of such borrowing (which must
               be a Business Day) and shall specify (i) the aggregate principal
               amount of such borrowing, (ii) the amount of such borrowing to be
               funded by the 1996 Lease Lenders and the amount of such borrowing
               to be funded by the Revolving Lenders, allocated between the 1996
               Lease Lenders and the Revolving Lenders in accordance with their
               respective Pro Rata 1996 Shares, and (iii) the proposed date of
               borrowing (which must be a Business Day).

                                       22

<PAGE>
 
                    (D)   Subject to the terms and conditions set forth in this
               Agreement, the Credit Agreement, the 1996 Master Lease and the
               other Credit Documents, each of the Revolving Lenders and 1996
               Master Lease Lenders, severally and for itself alone, from time
               to time during the Reborrowing Availability Period agrees to make
               loans to the Company on a revolving basis, at such times and in
               an amount equal to its Pro Rata 1996 Share of the Reborrowing
               Availability Amount (each, a "REBORROWING LOAN" and collectively,
               the "REBORROWING LOANS").  It is expressly understood and agreed
               that, notwithstanding anything to the contrary in any Credit
               Document,  all of the conditions for the making or repayment of
               Reborrowing Loans that are specified in this Agreement or any of
               the Credit Agreement, the 1996 Master Lease or the other Credit
               Documents must be satisfied before any 1996 Lender has any
               obligation to fund its respective share of the relevant
               Reborrowing Loan.

                    (E)  The aggregate amount requested from the 1996 Lenders in
               connection with each Reborrowing Loan shall be in a principal
               amount of $1,000,000 or an integral multiple thereof.  All
               Reborrowing Loans shall be pro rata among the 1996 Lease Lenders
               and the Revolving Lenders in accordance with their respective Pro
               Rata 1996 Share.

                    (F)  Voluntary prepayments of the Reborrowing Loans shall be
               governed by and subject to the terms of each of Section 2.7  of
                                                               -----------    
               the Credit Agreement and Section IIA of the 1996 Master Lease
                                        -----------                         
               Agreement.

          (c)  Mandatory Prepayments resulting from Budget Variance.  In
               ----------------------------------------------------     
     addition to repayments under clauses (a) and (b) above, if at any time and
                                  -----------     ---                          
     for any reason the amounts borrowed pursuant to the Liquidity Loans or the
     Reborrowing Loans are not used for the purposes and within the parameters
     established in the Budget, the Company shall immediately make a mandatory
     prepayment of the applicable Secured Obligations in an amount equal to the
     amount utilized other than in conformity with the Budget.

          (d)  Nothing in this Section 3.15 shall be construed to constitute the
                               ------------                                     
     consent  of any of the parties to this Agreement to any transaction
     referred to in clauses (a) and (b) above which is prohibited by other terms
                    -----------     ---                                         
     of this Agreement, the Credit Agreement or the 1996 Master Lease Agreement.
     In addition, nothing in this Section 3.15 or anywhere else in the Agreement
                                  ------------                                  
     shall be construed to constitute the consent of Sanwa Business Credit
     Corporation to any transaction referred to in clause (a) above with respect
                                                   ----------                   
     to the Sanwa Collateral which is prohibited by the terms of the documents,
     instruments or agreements governing the Supplemental Obligations secured by
     the Sanwa Collateral..

                                       23


<PAGE>
 
          SECTION 3.16  Collection Account  Arrangements.  (a)  All collections
                        --------------------------------                       
     of receipts from each individual Store and other proceeds of Collateral
     shall be deposited in a Collection Account which prior to the date that is
     30 days after the Restructuring Effective Date is subject to a Collection
     Account Agreement or pursuant to another similar arrangement for the
     collection of such amounts established by the Company or any of its
     Subsidiaries and the Common Collateral Agent and shall be transferred in
     accordance with the provisions of the respective Collection Account
     Agreements.  Any of the foregoing collections received by the Company or
     any of its Subsidiaries and not so deposited, shall be deemed to have been
     received by the Company or such Subsidiary as the Common Collateral Agent's
     trustee and, upon the Company's or such Subsidiary's receipt thereof, the
     Company shall or shall cause such Subsidiary to immediately transfer all
     such amounts into a Collection Account in their original form.  Such
     deposits shall be remitted to the Common Collateral Agent, the Company or
     as the Common Collateral Agent may direct, all in accordance with the
     provisions of the Collection Account Agreements.  The Company hereby
     represents and warrants that as of the Restructuring Effective Date,
                                                                         
     Schedule 3.16(a) contains a true and accurate list of all bank accounts
     ----------------                                                       
     maintained by the Company and each of its Subsidiaries.

          (b)  Following the Collection Account Blockage Date and during the
     continuance of a Default (other than, during the Suspension Period, a
     Suspended Default) giving rise thereto, all payments received by the Common
     Collateral Agent and all proceeds of other Collateral received by the
     Common Collateral Agent, whether through payment or otherwise, will be the
     sole property of the Common Collateral Agent for the benefit of each of the
     holders of Secured Obligations and will be deemed received by the
     Collateral Agent for application to the Secured Obligations pursuant to the
     terms of the Intercreditor Agreement.

          (c)  Notwithstanding the foregoing, the Company and its Subsidiaries
     shall be permitted to maintain bank accounts with parties which are not
     subject to Collection Account Agreements provided that (i) the balances in
     such accounts are deposited not less frequently than once per week into one
     of the Collection Accounts and (ii) the aggregate balance in all such
     accounts shall not exceed $350,000 at any time.
 
     1.6  ARTICLE IV OF THE FACILITIES AGREEMENT IS AMENDED AS FOLLOWS:
          ----------                                                   

          (A)  SECTION 4.1 OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE
               -----------                                                 
     CLAUSES (10) AND (11) THEREOF IN THEIR ENTIRETY AND TO SUBSTITUTE THE
     FOLLOWING THEREFOR:

               (10) Liens arising (i) pursuant to the 1996 Lease Documents, (ii)
          pursuant to the 1995 Lease Documents, (iii) in favor of the Common
          Collateral Agent to secure the Liquidity Obligations, the Revolving
          Obligations, the 1996 Lease Obligations, the Cash Management
          Obligations and the Supplemental Obligations and (iv) on the Sanwa
          Collateral to secure 

                                       24

<PAGE>
 
     the Supplemental Obligations owing to Sanwa Business Credit Corporation;
     provided, that:
     --------       

                    (a)  at no time shall the Financial Lease Debt arising from
               the 1995 Lease Documents exceed in principal amount $59,670,000,

                    (b) at no time shall the obligations under the 1995 Lease
               Documents be secured by any collateral other than the 1995 Lease
               Collateral;

                    (c)  at no time shall the Supplemental Obligations to Sanwa
               Business Credit Corporation exceed in principal amount
               $6,980,000; and

                    (d) each holder of the Debt secured by such Liens other than
               the 1995 Lease Lenders and the 1996 Lease Lenders (other than the
               Lead 1996 Lease Lenders) shall be a party to the Intercreditor
               Agreement and each of the 1996 Lease Lenders and each other
               participant  in any of the Liquidity Obligations, the Revolving
               Obligations, the 1996 Lease Obligations, the Cash Management
               Obligations and the Supplemental Obligations shall acknowledge
               and agree to be bound by the terms of the Intercreditor
               Agreement;

               (11)  Other Liens incurred prior to the Restructuring Effective
          Date and which are not of the type permitted by the foregoing clauses
                                                                        -------
          (1) through (10), provided, that the aggregate amount of Debt secured
          ---         ----  --------                                           
          by such Liens shall in no event exceed Ten Million Dollars
          ($10,000,000).

          (B)  SECTION 4.2 OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE
               -----------                                                 
     CLAUSES (1), (6), (8), (9), (12) AND (13) THEREOF IN THEIR ENTIRETY AND TO
     SUBSTITUTE THE FOLLOWING THEREFOR:

 
(1)  Debt of the Company:

                    (a) under the Credit Documents, provided, that at no time
                                                    --------                 
               shall (i) Debt consisting of Revolving Obligations arising from
               the Credit Agreement exceed $57,115,000, (ii) Debt consisting of
               Liquidity Obligations arising from the Credit Agreement exceed
               $35,000,000, (iii) Debt arising from the 1996 Master Lease
               Agreement exceed $166,125,000;

                    (b) arising out of the Cash Management Arrangements; and

                    (c)  Financial Lease Debt arising from the 1995 Lease
               Documents, provided at no time  shall such Financial Lease Debt
                          --------                                            
               exceed in principal amount $59,670,000; ...

                                       25


<PAGE>
 
               (6)  Debt which constitutes indebtedness for borrowed money owed
          by a Financed Franchisee to a Person other than the Company
          (including, without limitation, any funding by landlords of leasehold
          improvements) which indebtedness is in existence on the date such
          Financed Franchisee becomes a Financed Subsidiary, and any renewal,
          extension or refinancing of such Debt, provided, that both before and
                                                 --------                      
          after giving effect to such Financed Franchisee becoming a Financed
          Subsidiary no Default or Event of Default (other than, during the
          Suspension Period, a Suspended Default) shall exist or be continuing,
          and provided further, that the outstanding principal amount of such
              -------- -------                                               
          Debt shall at no time exceed the principal amount of such Debt
          outstanding on the date such Financed Franchisee becomes a Financed
          Subsidiary;

                    (8)  Debt which constitutes Current Pay Subordinated Debt,
                                                                              
               provided, that such Debt was incurred prior to the Restructuring
               --------                                                        
               Effective Date;

                    (9)  Debt which constitutes Non-Current Pay Subordinated
               Debt, provided that such Debt was incurred prior to the
                     --------                                         
               Restructuring Effective Date;...

                    (12)  Debt incurred or assumed in connection with
               Investments and other acquisitions permitted under this
               Agreement, provided, that such Debt was incurred prior to the
                          --------                                          
               Restructuring Effective Date; and

                    (13)  Unsecured Debt not of the type described in the
               foregoing clauses (1) through (12) in an aggregate principal
                         -----------         ----                          
               amount not to exceed at any one time outstanding Twenty-Five
               Million Dollars ($25,000,000), provided, that such Debt was
                                              --------                    
               incurred prior to the Restructuring Effective Date and not in
               contemplation thereof.

          (C)  SECTION 4.4 OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE THE
     REFERENCES THEREIN TO "A MASTER LEASE" OR THE "THE MASTER LEASES" THEREFROM
     AND TO SUBSTITUTE THE TERMS "THE 1995 MASTER LEASE" THEREFOR.

          (D)  SECTION 4.5 OF THE FACILITIES AGREEMENT  IS AMENDED TO DELETE THE
     TERMS THEREOF IN THEIR ENTIRETY AND TO SUBSTITUTE THE FOLLOWING THEREFOR:

               SECTION 4.5  Sale and Leaseback.  Sell, transfer, or otherwise
                            ------------------                               
     dispose of, or permit any Restricted Subsidiary to sell, transfer, or
     otherwise dispose of, any real or personal property or fixtures to any
     Person and thereafter directly or indirectly lease back the same or similar
     property.

                                       26

<PAGE>
 
          (E)  SECTION 4.6 OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE THE
               -----------                                                     
     TERMS THEREOF IN THEIR ENTIRETY AND TO SUBSTITUTE THE FOLLOWING THEREFOR:

                    SECTION 4.6  Dividends.  Declare or pay any dividends; or
                                 ---------                                   
          purchase, redeem, retire, or otherwise acquire for value any of its
          capital stock now or hereafter outstanding; or make any distribution
          of assets to its stockholders as such whether in cash, assets, or
          obligations of the Company; or allocate or otherwise set apart any sum
          for the payment of any dividend or distribution on, or for the
          purchase, redemption, or retirement of, any shares of its capital
          stock; or make any other distribution by reduction of capital or
          otherwise in respect of any shares of its capital stock; or permit any
          of its Restricted Subsidiaries (unless failure to so permit would
          constitute a breach of fiduciary duty) to purchase or otherwise
          acquire for value any stock of the Company or another Restricted
          Subsidiary, except that (1) the Company may declare and deliver
          dividends and make distributions payable solely in (a) common capital
          stock of the Company or (b) dividends on any Permitted Junior
          Securities (as defined below) payable in Permitted Junior Securities
          of the same type, (2) in connection with the purchase of minority
          equity interests held by Persons in any Restricted Subsidiary of the
          Company, the Company may issue its 10% Series A Exchangeable Preferred
          (par value .01 per share) or other equity securities which are pari
          passu or junior thereto; provided (x) the redemption date thereof
                                   --------                                
          shall not be earlier than the redemption date in the 10% Series A
          Exchangeable Preferred as of the Restructuring Effective Date, (y)  no
          cash dividends shall be payable in respect thereof and (z) the terms
          and conditions thereof shall not be adverse in any respect to the
          interests of  the Lenders (collectively, the "Permitted Junior
          Securities") or (3) Guarantors may purchase or otherwise acquire for
          value stock of the Company, provided, that any such Guarantor shall
                                      --------                               
          use such stock as consideration for or in connection with any
          acquisition permitted pursuant to this Agreement.

          (F)  SECTION 4.7 OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE THE
               -----------                                                     
     TERMS THEREOF IN THEIR ENTIRETY AND TO SUBSTITUTE THE FOLLOWING THEREFOR:

                    SECTION 4.7  Sale of Assets.  Provided the proceeds thereof
                                 --------------                                
          are paid in accordance with the provisions of Section 3.15(a), if
                                                        ---------------    
          applicable, sell, lease, assign, transfer, or otherwise dispose of, or
          permit any Restricted Subsidiary to sell, lease, assign, transfer, or
          otherwise dispose of, any of its now owned or hereafter acquired
          assets (including, without limitation, shares of stock and
          indebtedness of Restricted Subsidiaries, receivables, real property,
          leasehold interests, franchise agreements, trademarks, trade names,
          copyrights, licenses and other general intangible interests), except:

                    (1) for assets disposed of in the ordinary course of
               business;

                                       27

<PAGE>
 
                    (2) for the sale or other disposition of assets no longer
               used or useful in the conduct of its business provided that the
               aggregate amount of all such dispositions from and after the
               Restructuring Effective Date shall not exceed $250,000;

                    (3) for (a) the sale, leasing or other disposition of real
               property or the subleasing of leasehold interests entered into
               prior to the Restructuring Effective Date (or, in the case of the
               five properties for which de facto lease arrangements were
                                         -- -----                        
               entered into prior to the Restructuring Effective Date but for
               which the formal leases are not entered into until after the
               Restructuring Effective Date and the cash flow from which is
               reflected in the Budget, entered into after the Restructuring
               Effective Date) to an Unrestricted Subsidiary or a franchisee of
               an Unrestricted Subsidiary for the operation of a retail bagel
               outlet or (b) the leasing of real property or the subleasing of
               leasehold interests to any other Person entered into prior to the
               Restructuring Effective Date;

                    (4) that any Restricted Subsidiary may sell, lease, assign,
               or otherwise transfer its assets (other than the Sanwa
               Collateral) to the Company or any Guarantor;  provided, adequate
                                                             --------          
               provision has been made, on or prior to the consummation of such
               transaction for the continuation of the liens of the Common
               Collateral Agent and (if applicable) the 1996 Lease Agent in the
               assets so transferred pursuant to documentation reasonably
               acceptable to the Common Collateral Agent and  and (if
               applicable) the 1996 Lease Agent provided further that in the
               case of a transfer to a Guarantor which is a Special Purpose
               Subsidiary, such assets are of a type permitted to be owned by a
               Special Purpose Subsidiary pursuant to clause (3) of the
               definition of "Special Purpose Subsidiary";

                    (5) that the Company or any Restricted Subsidiary may sell,
               lease, assign or otherwise transfer to a Franchisee any real
               property, leasehold interests or personal property associated
               with the operation of Stores, provided that (i) such sale, lease,
                                             --------                           
               assignment or transfer is on commercially reasonable terms
               negotiated at arms' length; (ii) after giving effect to such
               sale, lease, assignment or transfer no Default or Event of
               Default shall exist or be continuing (other than, during the
               Suspension Period, a Suspended Default) and (iii) the Net 

                                       28

<PAGE>
 
               Cash Proceeds thereof are paid to the Common Collateral Agent
               pursuant to Section 3.15;
                           ------------ 

                    (6) that the Company may sell the capital stock of ENBC
               which it owns (and the Common Collateral Agent shall promptly
               release any Liens in favor of the Common Collateral Agent on such
               capital stock); provided, that (a) such sale is on commercially
                               --------                                       
               reasonable terms negotiated at arms' length; (b) at least ninety
               percent (90%) of the aggregate sales price is for cash;  (c)  any
               non-cash proceeds received by the Company are pledged to the
               Common Collateral Agent pursuant to the Pledge Agreement; and (d)
               all Net Cash Proceeds received by the Company from such sale are
               paid to the Common Collateral Agent pursuant to Section 3.15.
                                                               ------------ 

                    (7) for any issuances or sales of the capital stock,
               partnership units or other equity interests of any Restricted
               Subsidiary or other Person permitted pursuant to Section 4.11;
                                                                ------------ 
               provided the Net Cash Proceeds thereof are paid to the Common
               Collateral Agent as an Asset Sale Prepayment;

                    (8) for any sale, lease, assignment, transfer or other
               disposition permitted or required by any Master Lease as such
               agreement is constituted as of the Restructuring Effective Date
               and without taking into account any subsequent amendment thereto
               other than, in the case of the 1996 Master Lease, amendments
               thereto that are not in contravention of the Intercreditor
               Agreement;

                    (9) for any disposition of operating assets permitted by the
               first proviso in Section 3.4; provided the Net Cash Proceeds
                                -----------                                
               thereof are, subject to the second proviso of Section 3.4, paid
               to the Common Collateral Agent as an Asset Sale Prepayment;

                    (10) for any transfer by the Company to a Guarantor of the
               Company's conversion rights, options, first refusal rights or
               preemptive rights provided in any Financed Franchisee Loan
               Documents or otherwise, provided that such conversion rights or
                                       --------                               
               other rights are exercised by the Guarantor within 10 days after
               such transfer and in connection therewith the Company shall be in
               compliance with the provisions of Section 3.11; and
                                                 ------------     

                    (11) for other dispositions by the Company or any Restricted
               Subsidiary not of the type described in the foregoing clauses (1)
                                                                     -----------
               

                                       29

<PAGE>
 
               through (10), provided, that the Net Cash Proceeds thereof are
                        --   --------
               paid to the Common Collateral Agent as an Asset Sale Prepayment;

          and in the case of any such sale, assignment, transfer or other
          disposition of title, the Common Collateral Agent and (if applicable)
          the 1996 Lease Agent shall promptly execute, at the Company's expense,
          all documents reasonably necessary to release any Lien in favor of the
          Common Collateral Agent or the 1996 Lease Agent, as the case may be,
          on the disposed assets (but not the proceeds thereof).

          (G)  SECTION 4.8 OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE THE
               -----------                                                     
     TERMS OF CLAUSES (1), (3), (5) AND (11) THEREOF IN THEIR ENTIRETY AND TO
              -----------  ---  ---     ----                                 
     SUBSTITUTE THE FOLLOWING THEREFOR:

               (1) loans and advances made by the Company to (a) Financed
          Franchisees and either (y) outstanding as of the Restructuring
          Effective Date or (z) made after the Restructuring Effective Date
          provided such loans and advances are made consistent with and within
          the parameters set forth in the Budget; provided, that (i) the initial
                                                  --------                      
          loans or advances to any Financed Franchisee are or have been made
          pursuant to Financed Franchisee Loan Documents in which the Common
          Collateral Agent for the benefit of the Creditors as their interests
          appear shall have been granted a security interest pursuant to, and
          which Financed Franchisee Loan Documents are subject to the terms of,
          the Collateral Assignment of Loan, (ii) such loans or advances are
          evidenced by promissory notes pledged to the Common Collateral Agent
          for the benefit of the Creditors as their interests appear pursuant to
          the Pledge Agreement, (iii) all such loans and advances to Financed
          Franchisees shall be secured in the manner described in paragraph (3)
                                                                  -------------
          of Schedule 1.1.B, and (iv) all Liens in favor of the Company securing
             --------------                                                     
          such loans and advances are duly perfected; (b) Financed Subsidiaries;
                                                                                
          provided, that (i) such loans and advances are made pursuant to
          --------                                                       
          Financed Subsidiary Loan Documents in which the Common Collateral
          Agent for the benefit of the Creditors as their interests appear shall
          have been granted a security interest pursuant to, and which Financed
          Subsidiary Loan Documents are subject to the terms of, the Collateral
          Assignment of Loan, (ii) such loans or advances are evidenced by
          promissory notes pledged to the Common Collateral Agent for the
          benefit of the Creditors as their interests appear pursuant to the
          Pledge Agreement and (iii) all Liens in favor of the Company securing
          such loans and advances are duly perfected prior to the initial loan
          or advance thereunder; (c) Guarantors; provided, that such loans and
                                                 --------                     
          advances are evidenced by promissory notes pledged to the Common
          Collateral Agent for the benefit of the Creditors as their interests
          appear pursuant to the Pledge Agreement; and (d) to the extent and
          only to the extent a Sublease may be deemed to be 

                                       30

<PAGE>
 
          a loan or advance, to Franchisees or Financed Subsidiaries as lessees
          under a Sublease; ...

               (3) Investments in Unrestricted Subsidiaries made prior to the
          Restructuring Effective Date;...

               (5)(a)  Investments in Progressive Food Concepts, Inc., a
          Delaware corporation, made after the Restructuring Effective Date but
          only to the extent committed to prior to (but not in contemplation of)
          the Restructuring Effective Date and consistent with the Budget; and
          (b) loans and advances by the Company or Progressive Food Concepts,
          Inc. to Harry's Farmer's Market, Inc., a Georgia corporation, in a
          maximum outstanding principal amount not to exceed at any time the
          amount of loans and advances which are outstanding on, or for which
          commitments have otherwise been made prior to (but not in
          contemplation of) the Restructuring Effective Date and consistent with
          the Budget, provided, that all such Investments (whether in the form
                      --------                                                
          of equity or Debt) are pledged to the Common Collateral Agent for the
          benefit of the Creditors as their interests appear pursuant to the
          Pledge Agreement;...

               (11) loans and advances not of the type described in the
          foregoing clauses (1) through (10) in the aggregate principal amount
          not to exceed at any one time outstanding Six Million Dollars
          ($6,000,000), provided such loans and advances are pledged to the
          Common Collateral Agent pursuant to the Pledge Agreement.

          (H)  SECTION 4.9 OF THE FACILITIES AGREEMENT IS AMENDED TO RENUMBER
               -----------                                                   
     CLAUSE (5) THEREOF AS CLAUSE (6) AND TO ADD THE FOLLOWING THERETO AS NEW
     CLAUSE (5 ):

               (5)  guaranties executed by the Company or any of its
          Subsidiaries to guaranty any Cash Management Obligations or
          Supplemental Obligations or otherwise entered into in favor of any of
          the Creditors on or prior to the Restructuring Effective Date and
          which are described on Schedule 4.9 hereto; and
                                 ------------            

          (I)  SECTION 4.12 OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE
               ------------                                                 
     CLAUSE (1) THEREOF IN ITS ENTIRETY AND TO SUBSTITUTE THE FOLLOWING
     THEREFOR:

               (1) the Company, any Guarantor, any Financed Subsidiary or any
          Special Purpose Subsidiary may purchase, acquire or otherwise take
          title to real property and to "Lease Asset" (as defined in the 1996
          Master Lease)  (a) in accordance with the terms and provisions of the
          1996 Master Lease Agreement or (b) on which Stores are to be operated;
          provided that such real property or Lease Asset are subject to a lien
          in favor of either the Common 

                                       31

<PAGE>
 
          Collateral Agent or the 1996 Lease Agent, in either event, on behalf
          of the Creditors as their interests appear;

          (j)  SECTION 4.13 OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE
               ------------                                                 
     CLAUSE (2) THEREOF IN ITS ENTIRETY AND TO SUBSTITUTE THE FOLLOWING
     THEREFOR:

          (2) Subordinated Debt and interest thereon may be converted into
          equity of the Company.

          (k)  SECTION 4.14 OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE
               ------------                                                 
     CLAUSE (2) THEREOF IN ITS ENTIRETY AND TO SUBSTITUTE THE FOLLOWING
     THEREFOR:

          (2) permit the aggregate principal amount of Debt of all Financed
          Franchisees which is owed to Persons other than the Company and which
          is senior to any Debt of such Financed Franchisee owed to the Company
          to exceed at any time $14,575,000.

          (l)  SECTION 4.15 OF THE FACILITIES AGREEMENT IS AMENDED TO ADD THE
               ------------                                                  
     FOLLOWING AT THE END THEREOF:

          During the Specified Liquidity Period, the Company shall not, and
          shall not suffer or permit any Subsidiary to, use any portion of the
          credit accommodations extended by the Creditors after the
          Restructuring Effective Date, directly or indirectly, for any purpose
          or in any amount not consistent with the Budget.

          (m)  ARTICLE IV OF THE FACILITIES AGREEMENT IS AMENDED TO ADD THE
     FOLLOWING AT THE END THEREOF:


               SECTION 4.16  Fixed Fee Distribution Agreement.  During the
                             --------------------------------             
          Specified Liquidity Period, the Company shall not amend, modify or
          supplement (or consent to any amendment, modification or supplement
          of), the Fixed Fee Distribution Agreement where such amendment,
          modification or supplement provides for the following or which has any
          of the following effects:

                    (i) requires the Company, any Restricted Subsidiary, any
               Financed Subsidiary, any Financed Franchisee, any Affiliate of
               the Company, any Affiliate of any of the foregoing, or any other
               party to whom the Fixed Fee Distribution Agreement applies to
               make payment to Marriott or any other party for goods or services
               within fewer than seven (7) days from the date of the provision
               of such goods or services (five (5) days on each Friday for goods
               delivered the prior weekend); or

                                       32

<PAGE>
 
                    (ii) amends or modifies any condition, covenant or default
               therein  or supplements such agreement with additional
               conditions, covenants or defaults in a manner which is more
               onerous or more restrictive to the Company, any Restricted
               Subsidiary, any Financed Subsidiary, any Financed Franchisee, any
               Affiliate of the Company, any Affiliate of any of the foregoing,
               or any other party to whom the Fixed Fee Distribution Agreement
               applies or which is otherwise materially adverse to the Company,
               any Restricted Subsidiary, any Financed Subsidiary, any Financed
               Franchisee, any Affiliate of the Company, any Affiliate of any of
               the foregoing, or any other party to whom the Fixed Fee
               Distribution Agreement applies and/or the Creditors.

     1.7  ARTICLE V OF THE FACILITIES AGREEMENT IS AMENDED TO DELETE THE LEAD-IN
LANGUAGE AT THE BEGINNING OF SECTION 5.3 IN ITS ENTIRETY AND TO SUBSTITUTE THE
                             -----------                                      
FOLLOWING THEREFOR:

               Maintain, for each fiscal quarter occurring during the respective
          fiscal periods set forth below, average Store Revenues for all Stores
          (whether operated by the Company or any of its Subsidiaries or
          Franchisees), as determined as of the last day of each fiscal period,
          of not less than the amount set forth below opposite such fiscal
          period:

     1.8  THE FACILITIES AGREEMENT IS AMENDED TO ADD THE FOLLOWING ARTICLE V-A
                                                                   -----------
IMMEDIATELY PRECEDING ARTICLE VI.
                      ---------- 


                                  ARTICLE V-A

                            RESTRUCTURING COVENANTS
                            -----------------------

          So long as any Debt of the Company or any Guarantor arising under any
     of the Credit Documents shall remain unpaid or any Creditor shall have any
     contractual obligation under any Credit Document to extend credit of any
     nature to the Company, the Company will:

               SECTION 5A.1 General EBITDAL. Maintain cumulative System EBITDAL,
                            ---------------                                     
          tested for the period from April 20, 1998 to the end of each
          accounting period set forth below, that is at least the amount set
          forth below for the period ended with the accounting period set forth
          below (the "GENERAL EBITDAL COVENANT"):

                                       33

<PAGE>
 
MEASUREMENT PERIOD:                 MINIMUM CUMULATIVE
FROM APRIL 20, 1998 TO THE END      EBITDAL FOR SUCH
OF THE ACCOUNTING PERIOD SET        MEASUREMENT PERIOD
FORTH BELOW
-------------------------------------------------
Accounting Period 6 ending           ($4,400,000)
 June 14, 1998
-------------------------------------------------
Accounting Period 7 ending July     ($10,800,000)
 12, 1998
------------------------------------------------- 
Accounting Period 8 ending          ($18,300,000)
 August 9, 1998
------------------------------------------------- 
Accounting Period 9 ending          ($20,400,000)
 September 8, 1998
-------------------------------------------------
Accounting Period 10 ending         ($21,800,000)
 October 4, 1998
-------------------------------------------------


          Notwithstanding anything to the contrary contained in this Agreement
          or the 1996 Master Lease Agreement, the Company shall, on and after
          the Restructuring Effective Date, continue to calculate  System
          EBITDAL on a basis consistent with its calculations prior to the
          Restructuring Effective Date.

               SECTION 5A.2  Liquidity EBITDAL. Maintain during the Specified
                             -----------------                               
          Liquidity Period cumulative System EBITDAL, tested for the period from
          April 20, 1998 to the end of each accounting period set forth below,
          that is at least the amount set forth below for the period ended with
          the accounting period set forth below (the "LIQUIDITY EBITDAL
          COVENANT"):



MEASUREMENT PERIOD:                 MINIMUM CUMULATIVE
FROM APRIL 20, 1998 TO THE END      EBITDAL FOR SUCH
 OF THE ACCOUNTING PERIOD SET       MEASUREMENT PERIOD
 FORTH BELOW
-------------------------------------------------
Accounting Period 6 ending           ($4,000,000)
 June 14, 1998
-------------------------------------------------
Accounting Period 7 ending July     ($10,000,000)
 12, 1998
-------------------------------------------------

                                       34


<PAGE>
MEASUREMENT PERIOD:                     MINIMUM CUMLATIVE 
FROM APRIL 20, 1998 TO THE END          EBITDAL FOR SUCH
OF THE ACCOUNTING PERIOD SET            MEASUREMENT PERIOD
FORTH BELOW
 
Accounting Period 8 ending                ($17,000,000)
 August 9, 1998
 
Accounting Period 9 ending                ($18,500,000)
 September 8, 1998
Accounting Period 10 ending               ($19,500,000)
 October 4, 1998
------------------------------------------------------

          Notwithstanding anything to the contrary contained in this Agreement
          or the 1996 Master Lease Agreement, the Company shall, on and after
          the Restructuring Effective Date, continue to calculate  System
          EBITDAL on a basis consistent with its calculations prior to the
          Restructuring Effective Date.

               SECTION 5A.3  Budget Variance.  Not, and will not permit its
                             ---------------                               
          Restricted Subsidiaries, Financed Subsidiaries, and Financed
          Franchisees, during the Specified Liquidity Period to permit actual
          expenditures to vary from the Budget by more than the variance
          parameters set forth therein.

     1.9  ARTICLE VI OF THE FACILITIES AGREEMENT IS AMENDED AS FOLLOWS:

          (A)  TO DELETE THE TERMS OF SECTION 6.1 THEREOF IN THEIR ENTIRETY AND
                                      -----------                              
     TO SUBSTITUTE THE FOLLOWING THEREFOR:

                                   ARTICLE VI

                               EVENTS OF DEFAULT

               SECTION 6.1  Events of Default.  If any of the following events
          ("EVENTS OF DEFAULT") shall occur:

                    (1)  Any representation or warranty made or deemed made
               (pursuant to any Credit Document) by the Company or any
               Subsidiary in this Agreement or any other Credit Document or
               which is contained in any certificate, document, opinion, or
               financial or other statement furnished at any time under or in
               connection with any Credit Document shall prove, in light of the
               circumstances under which it was made, to have been incorrect in
               any material respect on or as of the date made or deemed made;

                                       35

<PAGE>
 
                    (2)  The Company or any Subsidiary shall fail to perform or
               observe any term, covenant or agreement contained in Sections
               3.15(a), 3.15(b), 3.16, 4.3, 4.4, or 4.6 through 4.14 of this
               Agreement applicable thereto;

                    (3)  The Company or any Subsidiary shall fail to perform or
               observe any term, covenant or agreement contained in Sections
               4.1, 4.2, 4.5, in Article V or in Section 5A.1 of this Agreement
               and such failure shall continue for four (4) Business Days after
               the earlier of discovery, notification or final calculation
               thereof applicable thereto;

                    (4)  The Company or any Subsidiary shall fail to perform or
               observe any other term, covenant, or agreement contained in any
               Credit Document applicable thereto (other than those Sections
               referenced in the foregoing clauses (2) and (3) and other than
               those defaults arising under clause (14) below) on its part to be
               performed or observed and such failure shall continue for fifteen
               (15) Business Days following notice thereof from any of the Loan
               Agent, the 1996 Lease Agent, the Required Liquidity Lenders
               (during the Specified Liquidity Period) or the Required
               Creditors;

                    (5)  The Company or any Restricted Subsidiary shall (i) fail
               to make any payment of principal, interest, premium, rents or
               fees with respect to any indebtedness for borrowed money
               (including, without limitation, the Liquidity Note, the Revolving
               Notes and the 1996 Lease Obligations) or any Financial Lease Debt
               of the Company or such Restricted Subsidiary in an amount (for
               indebtedness other than under the Credit Documents) in excess of
               $1,000,000, when due (whether by scheduled maturity, required
               prepayment, acceleration, demand, or otherwise) and any
               applicable grace periods shall have expired (and in the case of
               indebtedness for borrowed money, other than the Revolving Notes,
               the Liquidity Note or the 1996 Lease Obligations or Financial
               Lease Debt, the amount which the Company or any Restricted
               Subsidiary so fails to pay is in excess of $1,000,000), or (ii)
               fail to perform or observe any term, covenant, or condition on
               its part to be performed or observed under any agreement or
               instrument relating to any indebtedness for borrowed money
               (including, without limitation, the Revolving Notes, the
               Liquidity Note and the 1996 Lease Obligations) or any Financial
               Lease Debt of the Company or such Restricted Subsidiary in an
               amount in excess of $1,000,000, when required to be performed or
               observed, if the effect of such failure to perform or observe is
               to accelerate, or to 

                                       36


<PAGE>
 
               permit the acceleration, after the giving of notice, of the
               maturity of such indebtedness, unless such failure to perform or
               observe shall be waived by the holder of such indebtedness or
               Financial Lease Debt without any material payment or other
               material accommodation on the part of the Company or such
               Restricted Subsidiary; or any such indebtedness or Financial
               Lease Debt shall be declared to be due and payable, or required
               to be prepaid (other than by a regularly scheduled required
               prepayment), prior to the stated maturity thereof;

                    (6)  The Company, any of its Significant Subsidiaries or any
               aggregation of its Subsidiaries which together would constitute a
               Significant Subsidiary (a) shall generally not, or shall be
               unable to, or shall admit in writing its inability to pay its
               debts as such debts become due; or (b) shall make an assignment
               for the benefit of creditors, petition or apply to any tribunal
               for the appointment of a custodian, receiver, or trustee for it
               or a substantial part of its assets; or (c) shall commence any
               proceeding under any bankruptcy, reorganization, arrangements,
               readjustment of debt, dissolution, or liquidation law or statute
               of any jurisdiction, whether now or hereafter in effect; or (d)
               shall have any such petition or application filed or any such
               proceeding commenced against it in which an order for relief is
               entered or adjudication or appointment is made and which remains
               undismissed for a period of sixty (60) days or more; or (e) by
               any act or omission shall indicate its consent to, approval of,
               or knowing acquiescence in any such petition, application, or
               proceeding, or order for relief, or the appointment of a
               custodian, receiver, or trustee for all or any substantial part
               of its properties; or (f) shall suffer any such custodianship,
               receivership, or trusteeship to continue undischarged for a
               period of sixty (60) days or more;

                    (7)  Any Financed Franchisee shall fail to pay when due
               (whether by scheduled maturity, required prepayment,
               acceleration, demand, or otherwise) amounts which individually or
               in the aggregate equal or exceed $2,000,000 owed to the Company
               in connection with indebtedness for borrowed money (including any
               interest or premium thereon) and any applicable grace period
               shall have expired;

                    (8)  One or more judgments, decrees, or orders for the
               payment of money in excess of the greater of 3% of the
               consolidated net worth of the Company and its Restricted
               Subsidiaries at such time or of two million Dollars ($2,000,000)
               in the aggregate shall be rendered against the Company or any of
               its Subsidiaries, and such judgments, decrees, or orders shall
               continue unsatisfied and in effect for a period of twenty (20)
               

                                       37

<PAGE>
 
               consecutive days without being vacated, discharged, satisfied,
               escrowed, stayed or bonded pending appeal;

                    (9)  Any of the following events occur or exist with respect
               to the Company or any ERISA Affiliate: (a) any Prohibited
               Transaction involving any Plan; (b) any Reportable Event with
               respect to any Plan; (c) the filing under Section 4041 of ERISA
               of a notice of intent to terminate any Plan or the termination of
               any Plan; (d) any event or circumstance that might reasonably
               constitute grounds entitling the PBGC to institute proceedings
               under Section 4042 of ERISA for the termination of, or for the
               appointment of a trustee to administer, any Plan, or the
               institution by the PBGC of any such proceedings; (e) complete or
               partial withdrawal under Section 4201 or 4204 of ERISA from a
               Multiemployer Plan or the reorganization, insolvency, or
               termination of any Multiemployer Plan; and in each case above,
               such event or condition, together with all other events or
               conditions, if any, would be reasonably likely in the opinion of
               either the Loan Agent or the Lease Agent to subject the Company
               to any tax, penalty, or other liability to a Plan, a
               Multiemployer Plan, the PBGC, or otherwise (or any combination
               thereof) which in the aggregate exceed two million Dollars
               ($2,000,000) and such event or condition remains unsatisfied
               after fifteen (15) Business Days from its initial occurrence or
               results in a Lien (subject to Liens permitted under Section 4.1)
               on Company's assets;

                    (10) Any Guaranty shall, at any time after its execution
               and delivery and for any reason cease to be in full force and
               effect or shall be declared null and void, or the validity or
               enforceability thereof shall be contested by the respective
               Guarantor, or the respective Guarantor shall deny it has any
               further liability or obligation under or shall fail to perform
               its material obligations under such Guaranty (subject to any
               applicable grace periods set forth therein);

                    (11) With respect to any Common Collateral Document or 1996
               Lease Document (to the extent it grants to the 1996 Lease Agent a
               security interest or other Lien):

                         (a)  any such Common Collateral Document or 1996 Lease
                    Document shall for any reason cease to be valid and binding
                    on or enforceable against the Company or any Subsidiary
                    party thereto or the Company or any Subsidiary shall so
                    state in writing or bring an action to limit its obligations
                    or liabilities thereunder; or

                                       38

<PAGE>
 
                         (b)  such Common Collateral Document or 1996 Lease
                    Document shall for any reason (other than pursuant to the
                    terms thereto) cease to create a valid security interest in
                    the Collateral purported to be covered thereby or such
                    security interest shall for any reason cease to be a
                    perfected security interest having the priority as set forth
                    in the Credit Documents subject only to Permitted Liens
                    (other than as a result of a release).

                    (12) Any Change of Control;

                    (13) Any Material Adverse Change; or

                    (14) Any of the following shall occur at any time during the
                    Specified Liquidity Period:

                              (a)  Marriott, any party entitled to take such
                         action pursuant to the Fixed Fee Distribution
                         Agreement, or any party providing the types of goods or
                         services that were being provided pursuant to the Fixed
                         Fee Distribution Agreement as of the Restructuring
                         Effective Date shall either (i) require the Company,
                         any Subsidiary, any Financed Subsidiary, any Financed
                         Franchisee, any Affiliate of the Company, any Affiliate
                         of any of the foregoing, or any other party to whom the
                         Fixed Fee Distribution Agreement applies to make
                         payment to Marriott or any other party for goods or
                         services within less than seven (7) days from the date
                         of the provision of such goods or services (five (5)
                         days on each Friday for goods delivered the prior
                         weekend), or (ii) declare a default, event of default,
                         breach, or take any enforcement or similar action
                         pursuant to the Fixed Fee Distribution Agreement or any
                         other agreement (whether or not written) pursuant to
                         which goods or services are being provided and such
                         requirement under clause (i) or declaration under
                         clause (ii) continues for five (5) Business Days from
                         the date of its initial occurrence provided it is
                                                            --------      
                         expressly understood and agreed that during such five-
                         Business Day period the Borrower shall not make
                         payments or otherwise reduce the outstanding principal
                         balance of the accounts payable to Marriott other than
                         as a result of ordinary 

                                       39

<PAGE>
 
                         course fluctuations in the daily distribution
                         requirements of the Company and its Subsidiaries; or

                              (b)  The Company or any Subsidiary shall fail to
                         perform or observe any term, covenant or agreement
                         contained in Section 3.15(c), the last sentence of
                                      ---------------                      
                         Section 4.15, Section 4.16, Section 5A.2, Section 5A.3,
                         ------------  ------------  ------------  ------------ 
                         Section 6.1(14) or Section 2(c)  of the Confidential
                         ---------------    ------------                     
                         Agreement.

          (B)  TO ADD THE FOLLOWING THERETO IMMEDIATELY AFTER SECTION 6.2:
                                                              ----------- 

               SECTION 6.3  Suspension Period Forbearance.  During the
                            -----------------------------             
          Suspension Period, the Common Collateral Agent, the Revolving Lenders,
          Liquidity Lenders and Issuing Lenders, acting herein through the Loan
          Agent and the 1996 Lease Lenders, acting herein through the 1996 Lease
          Agent, agree to refrain from exercising the enforcement rights
          afforded to such parties under the Credit Agreement, 1996 Lease
          Agreement, Intercreditor Agreement or the other Credit Documents and
          applicable law in each case which arise upon the occurrence of a
          Suspended Default (it being understood that for all purposes hereof
          and under the other Credit Documents, any Suspended Default that shall
          have occurred or shall occur during the Suspension Period, shall be
          deemed, during such Suspension Period, not to be a "Default"),
          provided that such Creditors shall retain their rights that exist
          prior to the occurrence of a Suspended Default with respect to the
          disposition by any of the Company or any of its Subsidiaries of any
          collateral securing the Secured Obligations.  On the Suspension
          Termination Date, each such Suspended Default, shall be deemed to have
          occurred and be continuing from and after the original date on which
          such Suspended Default shall have actually occurred and such Creditors
          shall have full right, power and authority to exercise the enforcement
          rights afforded to such Creditors upon the occurrence of a Default
          under the Credit Documents and applicable law.

     1.10  ARTICLE VII OF THE FACILITIES AGREEMENT IS AMENDED TO ADD THE
FOLLOWING AT THE END THEREOF:

               7.13  Press Releases.  The Company shall not and shall not permit
                     --------------                                             
          any of its Affiliates to issue any press release or other public
          disclosure with respect to this Agreement, the other Credit Documents
          or the transactions which are the subject matter thereof which
          mentions or uses the name of any of the Lenders or 1996 Lease Lenders
          (in their individual capacities or in any of their various
          representative capacities) or any of their respective Affiliates
          without the prior written approval of such Lender.  The Company shall
          not and shall not permit any of its Affiliates to issue in the future
          any press releases or other public disclosure using the name of any of
          the Lenders or 1996 Lease Lenders (in their 

                                       40

<PAGE>
 
          individual capacities or in any of their various representative
          capacities) or any of their respective Affiliates or referring to this
          Agreement or the other Credit Documents without the prior written
          consent of such Lender or 1996 Lease Lender unless the Company or such
          Affiliate is required to do so under law and then, in any event, the
          Company or such Affiliate will consult with the applicable Lender,
          1996 Lease Lender, Lenders, 1996 Lease Lenders before issuing such
          press release or other public disclosure.

               7.14.  No Duties Imposed Upon Co-Agents.  None of the Persons
                      --------------------------------                      
          identified in this Agreement as a "Co-Agent" shall have any right,
          power, obligation, liability, responsibility or duty under this
          Agreement or any of the other Credit Documents in such capacity.
          Without limiting the foregoing, none of the Persons identified in this
          Agreement as a "Co-Agent" shall have or be deemed to have any
          fiduciary duty to or fiduciary relationship with any Lender.  Each of
          the Lenders acknowledges that it has not relied, and will not rely, on
          any of the Persons so identified in deciding to enter into this
          Agreement, the Second Credit Agreement Amendment or the Intercreditor
          Agreement or in taking or not taking action hereunder or thereunder.


     1.11 THE FACILITIES AGREEMENT IS FURTHER AMENDED TO DELETE THE SCHEDULES
AND EXHIBITS THERETO IN THEIR ENTIRETY AND TO SUBSTITUTE THE ATTACHED SCHEDULE
AND EXHIBITS THEREFOR.

          SECTION 2.     CONDITIONS TO EFFECTIVENESS.  This Amendment shall not
                         ---------------------------                           
become effective unless on or before July 16, 1998 each of the following shall
have occurred:

          (a) this Amendment shall have been executed by the Company, the Loan
     Agent and the 1996 Lease Agent;

          (b) each of the conditions set forth in Section 3 of the Second Credit
                                                  ---------                     
     Amendment and Section 3 of the 1996 Lease Amendment No. 2 shall have been
                   ---------                                                  
     satisfied;

          (c)  the Company shall have paid all fees required to be paid to the
     Agents (whether for their own accounts or the accounts of the Creditors set
     forth therein) pursuant to the terms of the Confidential Agreement on or
     prior to the effectiveness hereof;

          (d)  the Company shall have reimbursed the Agents for all fees and
     expenses of counsel, financial advisors and other professionals;

                                       41

<PAGE>
 
          (e)  the Agents shall have received the other documents, instruments
     and agreements set forth on the List of Closing Documents (Restructuring)
     and the List of Closing Documents (Rollup) attached as Exhibit K  hereto,
                                                            ---------         
     in each case in form and substance acceptable to the Agents and duly
     executed by the parties thereto; and

          (f)  the Agents shall have received such other approvals, opinions or
     documents as the Agents or any Creditor may reasonably request.

          SECTION 3.     REPRESENTATIONS AND WARRANTIES. To induce the Agents to
                         ------------------------------                         
enter into this Amendment, the Company represents and warrants to each such
party as of the date hereof that:

     (a)  This Amendment and the Facilities Agreement as previously executed and
as amended hereby, constitute legal, valid and binding obligations of the
Company and are enforceable against the Company in accordance with their terms.

     (b)  Upon the effectiveness of this Amendment, the Company hereby reaffirms
all covenants, representations and warranties made in the Facilities Agreement
and the other Loan Documents and 1996 Lease Documents to the extent the same are
not amended or waived hereby or pursuant to the Second Credit Agreement
Amendment or the 1996 Lease Amendment No. 2, as the case may be, agrees that all
such covenants, representations and warranties shall be deemed to have been
remade as of the effective date of this Amendment.

     (c)  No Default or Event of  Default, other than the Suspended Defaults,
has occurred under the Facilities Agreement, the Credit Agreement or the 1996
Master Lease.

          SECTION 4.     REFERENCE TO THE EFFECT ON THE FACILITIES AGREEMENT.
                         --------------------------------------------------- 

     (a)  Upon the effectiveness of Section 1 hereof, on and after the date
                                    ---------                              
hereof, each reference in the Facilities Agreement and the other Credit
Documents to "this Facilities Agreement," "hereunder," "hereof," "herein,"
"thereunder," "thereof," "therein" or words of like import shall mean and be a
reference to the Facilities Agreement as amended hereby.

     (b)  Except as specifically modified or waived above, the Facilities
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed.

          SECTION 5.     GOVERNING LAW.  This Amendment shall be governed by and
                         -------------                                          
construed in accordance with the internal laws of the State of New York.


                                       42


<PAGE>
 
          SECTION 6.     HEADINGS.  Section headings in this Amendment are
                         --------                                         
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.

          SECTION 7.     COUNTERPARTS.  This Amendment may be executed by one or
                         ------------                                           
more of the parties to the Amendment on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.  Facsimile transmission of the signature of any party
hereto sent to either the Loan Agent or its counsel shall be effective as an
original signature provided each party agrees to promptly submit original
signature pages hereto in sufficient quantity for each of the parties hereto.

          SECTION 8.     NO STRICT CONSTRUCTION.  The parties hereto have
                         ----------------------                          
participated jointly in the negotiation and drafting of this Amendment, the
Facilities Agreement and the other Credit Documents.  In the event an ambiguity
or question of intent or interpretation arises, this Amendment and the
Facilities Agreement as hereby amended and the other Credit Documents shall be
construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Amendment, the Facilities Agreement or any
of the other Credit Documents.


                 [Remainder of this Page Intentionally Blank.]



                                       43
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above


                              BOSTON CHICKEN, INC.



                              By:_____________________________________
                              Title:


                              BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                              ASSOCIATION, as Loan Agent and Common Collateral
                              Agent


                              By:_____________________________________
                              Title:____________________________________


                              GENERAL ELECTRIC CAPITAL CORPORATION, as the 1996
                              Lease Agent


                              By:_____________________________________
                              Title:____________________________________