Exhibit 4.10


AMENDMENT
NUMBER ONE TO AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT


THIS AMENDMENT NUMBER ONE TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated
as of August 1, 2006, is entered into by and among FRIENDLY ICE
CREAM CORPORATION, a Massachusetts corporation (the “Borrower”),
the lenders signatory hereto (each a “Lender”
and collectively, the ”Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, as
administrative agent for the Lenders (in such capacity, the “Administrative
Agent”), in light of the following:


W
I T N E S S E T H


WHEREAS, Borrower and the Lender Group are parties to
that certain Amended and
Restated Revolving Credit Agreement, dated as of March 15, 2006 (as
amended, restated, supplemented, or modified from time to time, the “Credit
Agreement”);


WHEREAS, Borrower has requested that the Lender Group
agree to amend the Credit Agreement in accordance with the provisions of this
Amendment;


WHEREAS, subject to the terms and conditions set forth
in this Amendment, the Lender Group is willing to so amend the Credit
Agreement; and


WHEREAS, Borrower has
advised the Lender Group that the Borrower has failed to comply with the
covenant set forth in Section 8.20 of the Credit Agreement, as more
fully set forth in Section 3 of this Amendment, and, subject to the
terms and conditions set forth herein, the Lender Group is willing to waive
such Event of Default.


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
to amend the Credit Agreement as follows:


1.             DEFINITIONS. 
Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement, as amended hereby.


2.             AMENDMENTS TO CREDIT AGREEMENT.


(a)           Section
1.1 of the Credit Agreement is hereby amended by amending and restating the
following defined terms in their entirety as follows:


“Applicable Margin.  For each period commencing on an Adjustment
Date through the date immediately preceding the next Adjustment Date (each a “Rate
Adjustment Period”), the Applicable Margin shall be the applicable margin
set forth 



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below with respect to the Leverage Ratio, as
determined for the Reference Period of the Borrower and its Subsidiaries ending
on the fiscal quarter ended immediately prior to the applicable Rate Adjustment
Period.


	
  Level

  	
   

  	
  Leverage Ratio

  	
   

  	
  Base Rate

  Loans

  	
   

  	
  Eurodollar

  Rate Loans

  	
   

  	
  Letter of

  Credit Fees

  	
   

  	
  Commitment

  Fee

  
	
  I

  	
   

  	
  Greater than or equal to 5.00:1.00

  	
   

  	
  2.00%

  	
   

  	
  4.00%

  	
   

  	
  4.00%

  	
   

  	
  0.75%

  
	
  II

  	
   

  	
  Less than 5.00:1.00, but greater than or equal to
  4.00:1.00

  	
   

  	
  1.75%

  	
   

  	
  3.75%

  	
   

  	
  3.75%

  	
   

  	
  0.75%

  
	
  III

  	
   

  	
  Less than 4.00:1.00, but greater than or equal to
  3.50:1.00

  	
   

  	
  1.50%

  	
   

  	
  3.50%

  	
   

  	
  3.50%

  	
   

  	
  0.75%

  
	
  IV

  	
   

  	
  Less than 3.50:1.00

  	
   

  	
  1.00%

  	
   

  	
  3.00%

  	
   

  	
  3.00%

  	
   

  	
  0.75%

  



 


Notwithstanding the foregoing, if the Borrower fails
to deliver any Compliance Certificate pursuant to §8.4(d) hereof then, for the
period commencing on the next Adjustment Date to occur subsequent to such
failure through the date immediately following the date on which such
Compliance Certificate is delivered, the Applicable Margin shall be the highest
Applicable Margin set forth above.” 


“Revolving Credit Loan Maturity Date.  June 30, 2010.”


(b)           Section
1.1 of the Credit Agreement is hereby amended by deleting the definitions
of “Fourth Amendment Effective Date”, “Interest Coverage Ratio”, “Permitted
Units”, and “Permitted Unit Sales” appearing therein, in their entirety.


(c)           The
definition of “Change of Control” appearing in Section 1.1 of the Credit
Agreement is hereby amended by deleting the reference to “30%” appearing
therein, and replacing it with the figure “50%”.


(d)           The
definition of “Consolidated EBITDA” appearing in Section 1.1 of the
Credit Agreement is hereby amended by deleting all references to the text “fiscal
period” and “period” appearing therein, and in each case replacing them with
the text “Reference Period”.


(e)           The
definition of “Consolidated EBITDAR” appearing in Section 1.1 of the
Credit Agreement is hereby amended by deleting all references to the text “fiscal




 2
 






 



period” appearing therein, and in each case replacing them with the
text “Reference Period”.


(f)            The
definition of “Excluded Properties” appearing in Section 1.1 of the
Credit Agreement is hereby amended by deleting the text “(iii) Permitted
Units and (iv)” appearing therein, and replacing it with the text “and, (iii)”.


(g)           The
definition of “Interest Payment Date” appearing in Section 1.1 of the
Credit Agreement is hereby amended by deleting all references to the text “quarter”
appearing therein, and in each case replacing it with the text “month”.


(h)           The
definition of “Interest Period” appearing in Section 1.1 of the Credit
Agreement is hereby amended by deleting the reference to the text “quarter”
appearing therein, and replacing it with the text “month”.


(i)            The
definition of “Maintenance Capital Expenditures” appearing in Section 1.1
of the Credit Agreement is hereby amended by deleting the reference to “$15,000,000”
appearing therein, and replacing it with the figure “$13,000,000”.


(j)            The
definition of “Permitted Asset Sales” appearing in Section 1.1 of the
Credit Agreement is hereby amended by deleting the reference to “(other than
assets sold pursuant to Permitted Unit Sales)” appearing therein, in its
entirety.


(k)           Section
2.2 of the Credit Agreement is hereby amended by deleting all references to
the text “quarter” appearing therein, and in each case replacing them with the
text “month”, and Section 2.2 is hereby further amended by deleting the
text “quarterly” appearing therein, and replacing it with the text “monthly”.


(l)            Section
3.2(b)(i) of the Credit Agreement is hereby amended by deleting the text “or
(D) Permitted Unit Sales” appearing therein, and Section 3.2(b)(i)
is hereby further amended by adding the text “or” immediately before the text “(C)
Excess Properties Sales”.


(m)          Section
3.2(c) of the Credit Agreement is hereby amended by deleting the text “as
of June 15 of each such calendar year (or the next Business Day, if, in
any year, June 15 is not a Business Day) and” appearing therein, in its
entirety.


(n)           Section
8.4(i) of the Credit Agreement is hereby amended by deleting the text, “concurrently
with the financial statements delivered pursuant to clause (c) hereof,
account receivable agings reports” appearing therein, and replacing them with
the text “[Intentionally Omitted].”


(o)           Section
8.20 of the Credit Agreement is hereby amended by deleting the text “Within
30 days after the Closing Date” appearing therein, and replacing them with the
text “On or before August 31, 2006”.



 3
 






 



 


(p)           Section
9.1(c) of the Credit Agreement is hereby amended and restated in its
entirety as follows:


“(c) Indebtedness incurred in connection with
(i) the acquisition after the Original Closing Date of any real or
personal property by the Borrower or any Restricted Subsidiary or under any
Capitalized Lease, provided;  that (A) the aggregate
principal amount of such Indebtedness of the Borrower and its Restricted
Subsidiaries incurred shall not exceed the aggregate amount of $10,000,000.00
at any one time and (B) the Borrower and its Restricted Subsidiaries shall
not incur such Indebtedness in an aggregate amount greater than $6,000,000 per
fiscal year, and (ii) a Permitted Acquisition;”


(q)           Section
9.5.2(b) of the Credit Agreement is hereby amended by deleting the text, “Permitted
Unit Sales” appearing therein, and replacing it with the text, “[Intentionally
Omitted].”


(r)            Section
9.13 of the Credit Agreement is hereby amended by deleting the text, “(as
such Schedule shall be updated pursuant to §8.4(i))” appearing therein.


(s)           Section
10.1 of the Credit Agreement is hereby amended and restated in its entirety
by deleting the text and chart appearing therein, and replacing them with the
text, “[Intentionally Omitted].”


(t)            Section
10.2 of the Credit Agreement is hereby amended by deleting the chart
appearing therein and replacing it with the following chart:




	
  “Fiscal Year

  	
   

  	
  Capital Expenditures

  
	
  2004

  	
   

  	
  $23,500,000

  
	
  2005

  	
   

  	
  $23,500,000

  
	
  2006

  	
   

  	
  $24,000,000

  
	
  2007

  	
   

  	
  $26,000,000

  
	
  2008

  	
   

  	
  $27,000,000

  
	
  2009

  	
   

  	
  $28,000,000

  
	
  2010

  	
   

  	
  $29,000,000”

  






 



 4
 






 



 


(u)           Section
10.2 of the Credit Agreement is hereby amended by deleting the text “for
the 2006 fiscal year” appearing therein, and replacing it with the text “for
the 2007 fiscal year”.


(v)           Section
10.3 of the Credit Agreement is hereby amended by deleting the chart
appearing therein and replacing it with the following chart:




	
  “Period

  	
   

  	
  Amount

  
	
  Fourth Fiscal Quarter of 2005

  	
   

  	
  $42,000,000

  
	
  First Fiscal Quarter of 2006

  	
   

  	
  $38,800,000

  
	
  Second Fiscal Quarter of 2006

  	
   

  	
  $40,500,000

  
	
  Third Fiscal Quarter of 2006

  	
   

  	
  $40,500,000

  
	
  Fourth Fiscal Quarter of 2006

  	
   

  	
  $40,500,000

  
	
  First Fiscal Quarter of 2007

  	
   

  	
  $40,500,000

  
	
  Second Fiscal Quarter of 2007

  	
   

  	
  $40,500,000

  
	
  Third Fiscal Quarter of 2007

  	
   

  	
  $40,500,000

  
	
  Fourth Fiscal Quarter of 2007

  	
   

  	
  $40,500,000

  
	
  First Fiscal Quarter of 2008

  	
   

  	
  $41,500,000

  
	
  Second Fiscal Quarter of 2008

  	
   

  	
  $43,000,000

  
	
  Third Fiscal Quarter of 2008

  	
   

  	
  $43,000,000

  
	
  Fourth Fiscal Quarter of 2008

  	
   

  	
  $43,000,000

  
	
  First Fiscal Quarter of 2009

  	
   

  	
  $44,000,000

  
	
  Second Fiscal Quarter of 2009

  	
   

  	
  $45,000,000

  
	
  Third Fiscal Quarter of 2009

  	
   

  	
  $46,000,000

  
	
  Fourth Fiscal Quarter of 2009

  	
   

  	
  $47,000,000

  
	
  First Fiscal Quarter of 2010

  	
   

  	
  $48,000,000

  
	
  Second Fiscal Quarter of 2010

  	
   

  	
  $49,000,000”

  






 



 5
 






 



 


(w)          Section
10.4 of the Credit Agreement is hereby amended by deleting the chart
appearing therein and replacing it with the following chart:




	
  “Period

  	
   

  	
  Ratio

  
	
  Fourth Fiscal Quarter of 2005

  	
   

  	
  5.80:1.00

  
	
  First Fiscal Quarter of 2006

  	
   

  	
  6.35:1.00

  
	
  Second Fiscal Quarter of 2006

  	
   

  	
  5.95:1.00

  
	
  Third Fiscal Quarter of 2006

  	
   

  	
  5.85:1.00

  
	
  Fourth Fiscal Quarter of 2006

  	
   

  	
  5.75:1.00

  
	
  First Fiscal Quarter of 2007

  	
   

  	
  5.95:1.00

  
	
  Second Fiscal Quarter of 2007

  	
   

  	
  5.95:1.00

  
	
  Third Fiscal Quarter of 2007

  	
   

  	
  5.80:1.00

  
	
  Fourth Fiscal Quarter of 2007

  	
   

  	
  5.80:1.00

  
	
  First Fiscal Quarter of 2008

  	
   

  	
  5.70:1.00

  
	
  Second Fiscal Quarter of 2008

  	
   

  	
  5.50:1.00

  
	
  Third Fiscal Quarter of 2008

  	
   

  	
  5.40:1.00

  
	
  Fourth Fiscal Quarter of 2008

  	
   

  	
  5.30:1.00

  
	
  First Fiscal Quarter of 2009

  	
   

  	
  5.20:1.00

  
	
  Second Fiscal Quarter of 2009

  	
   

  	
  5.00:1.00

  
	
  Third Fiscal Quarter of 2009

  	
   

  	
  4.90:1.00

  
	
  Fourth Fiscal Quarter of 2009

  	
   

  	
  4.90:1.00

  
	
  First Fiscal Quarter of 2010

  	
   

  	
  4.80:1.00

  
	
  Second Fiscal Quarter of 2010

  	
   

  	
  4.80:1.00”

  






 



 6
 






 



 


(x)            Section
10.6 of the Credit Agreement is hereby amended and restated in its entirety
as follows:


“10.6      Fixed Charge Coverage Ratio  The Borrower will not permit the Fixed Charge
Coverage Ratio for any Reference Period to be less than the ratio set forth
opposite such period set forth in such table:




	
  Period

  	
   

  	
  Ratio

  
	
  Fourth Fiscal Quarter of 2005

  	
   

  	
  1.05:1.00

  
	
  First Fiscal Quarter of 2006

  	
   

  	
  1.05:1.00

  
	
  Second Fiscal Quarter of 2006

  	
   

  	
  1.05:1.00

  
	
  Third Fiscal Quarter of 2006

  	
   

  	
  1.05:1.00

  
	
  Fourth Fiscal Quarter of 2006

  	
   

  	
  1.05:1.00

  
	
  First Fiscal Quarter of 2007

  	
   

  	
  1.00:1.00

  
	
  Second Fiscal Quarter of 2007

  	
   

  	
  1.00:1.00

  
	
  Third Fiscal Quarter of 2007

  	
   

  	
  1.00:1.00

  
	
  Fourth Fiscal Quarter of 2007

  	
   

  	
  1.00:1.00

  
	
  First Fiscal Quarter of 2008

  	
   

  	
  1.00:1.00

  
	
  Second Fiscal Quarter of 2008

  	
   

  	
  1.05:1.00

  
	
  Third Fiscal Quarter of 2008

  	
   

  	
  1.05:1.00

  
	
  Fourth Fiscal Quarter of 2008

  	
   

  	
  1.05:1.00

  
	
  First Fiscal Quarter of 2009

  	
   

  	
  1.05:1.00

  
	
  Second Fiscal Quarter of 2009

  	
   

  	
  1.05:1.00

  
	
  Third Fiscal Quarter of 2009

  	
   

  	
  1.10:1.00

  
	
  Fourth Fiscal Quarter of 2009

  	
   

  	
  1.10:1.00

  
	
  First Fiscal Quarter of 2010

  	
   

  	
  1.10:1.00

  
	
  Second Fiscal Quarter of 2010

  	
   

  	
  1.10:1.00”

  






 



 7
 






 



 


(y)           Schedule
1(f) of the Credit Agreement is hereby deleted in its entirety.


3.             DEFAULT. 
Borrower has informed
the Lender Group that the Borrower has failed to obtain, within the time period set forth therein,
such Concentration Account Agreements, Agency Account Agreements, and Control
Agreements with respect to the Deposit Accounts and securities accounts of
Borrower and the Guarantors as Administrative Agent shall reasonably require
pursuant to Section 8.20 of the Credit Agreement (the “Designated
Event of Default”).


4.             WAIVER. 
Anything in the
Credit Agreement to the contrary notwithstanding, and subject to the
satisfaction by the Borrower of the conditions precedent set forth in Section
5 hereof and the effectiveness of the amendments in Section 2, the
Lender Group hereby waives the Designated Event of Default; provided, however,
that failure by the Borrower to comply with Section 8.20 of the Credit
Agreement as amended by this Amendment, by the date specified in such Section
8.20 as so amended, shall constitute an immediate Event of Default.


5.             CONDITIONS PRECEDENT TO THIS AMENDMENT.  The satisfaction of each of the following
shall constitute conditions precedent to the effectiveness of this Amendment
and each and every provision hereof:


(a)           Administrative Agent shall have
received this Amendment, duly executed and delivered by the Lenders and the
Borrower, and the same shall be in full force and effect;



 8
 






 



 


(b)           Administrative Agent shall have
received the reaffirmation and consent of each Guarantor attached hereto as Exhibit
A (the “Consent”), duly executed and delivered by such Guarantor;


(c)           Within 45 days of the date hereof,
Administrative Agent shall have received that certain Amendment to Security
Agreement, in form and substance satisfactory to Administrative Agent, duly
executed and delivered by the Borrower and the Restricted Subsidiaries, and the
same shall be in full force and effect;


(d)           Within 45 days of the date hereof,
Administrative Agent shall have received the Mortgage Amendments,  duly executed and delivered by the Borrower,
and the same shall be in full force and effect;


(e)           Administrative Agent shall have
received that certain Amendment to Amended and Restated Fee Letter, dated
concurrently herewith, in form and substance satisfactory to Administrative
Agent, duly executed and delivered by the Borrower, and the same shall be in
full force and effect:


(f)            After giving effect to this
Amendment, the representations and warranties in this Amendment, the Credit
Agreement, and the other Loan Documents shall be true and correct in all
respects on and as of the date hereof, as though made on such date (except to
the extent that such representations and warranties relate solely to an earlier
date);


(g)           After giving effect to this
Amendment, no Default or Event of Default shall have occurred and be continuing
on the date hereof or as of the date of the effectiveness of this Amendment;
and


(h)           No injunction, writ, restraining
order, or other order of any nature prohibiting, directly or indirectly, the
consummation of the transactions contemplated herein shall have been issued and
remain in force by any Governmental Authority against the Borrower, any
Guarantor, or any member of the Lender Group.


6.             REPRESENTATIONS AND WARRANTIES.  Borrower hereby represents and warrants to
the Lender Group as follows:


(a)           After giving effect to this
Amendment, the representations and warranties in this Amendment, the Credit
Agreement, and the other Loan Documents are true and correct in all respects on
and as of the date hereof, as though made on such date (except to the extent
that such representations and warranties relate solely to an earlier date);


(b)           The execution, delivery, and
performance of this Amendment and of the Credit Agreement, as amended by this
Amendment, are within the Borrower’s corporate powers, have been duly
authorized by all necessary corporate action, and are not in contravention of
any law, rule, or regulation, or any order, judgment, decree, writ, 



 9
 






 



injunction, or award of any arbitrator, court, or
governmental authority, or of the terms of its charter or bylaws, or of any
contract or undertaking to which it is a party or by which any of its
properties may be bound or affected;


(c)           This Amendment and the Credit
Agreement, as amended by this Amendment, constitute the Borrower’s legal,
valid, and binding obligation, enforceable against the Borrower in accordance
with its terms;


(d)           This Amendment has been duly executed
and delivered by the Borrower;


(e)           After giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing on the
date hereof or as of the date of the effectiveness of this Amendment;


(f)            No injunction, writ, restraining
order, or other order of any nature prohibiting, directly or indirectly, the
consummation of the transactions contemplated herein has been issued and
remains in force by any Governmental Authority against the Borrower, any
Guarantor, or any member of the Lender Group;


(g)           The execution, delivery, and
performance of the Consent is within each Guarantor’s corporate power, has been
duly authorized by all necessary corporate action, and is not in contravention
of any law, rule or regulation, or any order, judgment, decree, writ, injunction,
or award of any arbitrator, court or governmental authority, or of the terms of
its charter or bylaws, or of any contract or undertaking to which it is a party
or by which any of its properties may be bound or affected;


(h)           The Consent constitutes each
Guarantor’s valid, and binding obligations, enforceable against each such
Guarantor in accordance with its terms; and


(i)            The Consent has been duly executed
and delivered by each Guarantor.


7.             CONSTRUCTION.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF MASSACHUSETTS APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF MASSACHUSETTS.


8.             ENTIRE AMENDMENT; EFFECT OF AMENDMENT.  This Amendment, and terms and provisions
hereof, constitute the entire agreement among the parties pertaining to the
subject matter hereof and supersedes any and all prior or contemporaneous
amendments relating to the subject matter hereof. Except for the amendments to
the Credit Agreement expressly set forth in Section 2 hereof, the Credit
Agreement and other Loan Documents shall remain unchanged and in full force and
effect. The execution, delivery, and performance of this Amendment shall not
operate as a waiver of or, except as expressly set forth herein, as an amendment
of, any right, power, or remedy of the Lender Group as in effect prior to the
date hereof.  The amendments set  



 10
 






 



forth herein are limited to the specifics hereof,
shall not apply with respect to any facts or occurrences other than those on
which the same are based, and except as expressly set forth herein, shall
neither excuse any future non-compliance with the Credit Agreement, nor shall
operate as a waiver of any Default or Event of Default.  To the extent any terms or provisions of this
Amendment conflict with those of the Credit Agreement or other Loan Documents,
the terms and provisions of this Amendment shall control.  This Amendment is a Loan Document.


9.             COUNTERPARTS; TELEFACSIMILE EXECUTION.  This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.  Delivery of an
executed counterpart of this Amendment by telefacsimile or electronic mail
shall be equally as effective as delivery of an original executed counterpart
of this Amendment.  Any party delivering
an executed counterpart of this Amendment by telefacsimile or electronic mail
also shall deliver an original executed counterpart of this Amendment, but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Amendment.


10.           MISCELLANEOUS.


(a)           Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“herein”, “hereof” or words of like import referring to the Credit Agreement
shall mean and refer to the Credit Agreement as amended by this Amendment.


(b)           Upon the effectiveness of this
Amendment, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”,
“therein”, “thereof” or words of like import referring to the Credit Agreement
shall mean and refer to the Credit Agreement as amended by this Amendment.


[signature page
follows]



 11














 


 


IN WITNESS WHEREOF, the parties have caused this
Amendment to be executed and delivered as of the date first written above.


	
  

  	
  FRIENDLY ICE CREAM CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ PAUL V. HOAGLAND

  
	
   

  	
  Name: 

  	
  Paul V. Hoagland

  
	
   

  	
  Title: 

  	
  Executive Vice President

  of Administration and

  Chief Financial Officer

  



 









 



 


	
  

  	
  WELLS FARGO FOOTHILL, INC.,

  
	
   

  	
  as Administrative Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ILENE SILBERMAN

  
	
   

  	
  Name:

  	
  Ilene Silberman

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TD BANKNORTH, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARIA GONCALVES

  
	
   

  	
  Name:

  	
  Maria Goncalves

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 









 



 


Exhibit
A


REAFFIRMATION
AND CONSENT


All capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in that certain Amended
and Restated Revolving Credit Agreement, by and among FRIENDLY ICE
CREAM CORPORATION, a Massachusetts corporation (the “Borrower”),
the lenders signatory
thereto (each a “Lender” and collectively, the “Lenders”),
and WELLS FARGO FOOTHILL, INC.,
a California corporation, as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), dated as of March 15, 2006 (as
amended, restated, supplemented or otherwise modified, the “Credit Agreement”).  Reference is hereby made to that certain
Amendment Number One to Amended and Restated Revolving Credit Agreement, dated
as of August 1, 2006 the “Amendment”), among the Borrower and the
Lender Group.  The undersigned each
hereby (a) represent and warrant to the Lender Group that the execution,
delivery, and performance of this Reaffirmation and Consent are within its powers,
have been duly authorized by all necessary action, and are not in contravention
of any law, rule, or regulation, or any order, judgment, decree, writ,
injunction, or award of any arbitrator, court, or governmental authority, or of
the terms of its charter or bylaws, or of any contract or undertaking to which
it is a party or by which any of its properties may be bound or affected; (b)
consents to the amendment of the Credit Agreement by the Amendment; (c)
acknowledges and reaffirms its obligations owing to the Lender Group under any
Loan Documents to which it is a party; and (d) agrees that each of the Loan
Documents to which it is a party is and shall remain in full force and
effect.  Although the undersigned has
been informed of the matters set forth herein and has acknowledged and agreed
to same, it understands that the Lender Group has no obligations to inform it
of such matters in the future or to seek its acknowledgment or agreement to
future amendments, and nothing herein shall create such a duty.  Delivery of an executed counterpart of this
Reaffirmation and Consent by telefacsimile or electronic mail shall be equally
as effective as delivery of an original executed counterpart of this
Reaffirmation and Consent.  Any party
delivering an executed counterpart of this Reaffirmation and Consent by
telefacsimile or electronic mail also shall deliver an original executed
counterpart of this Reaffirmation and Consent but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability,
and binding effect of this Reaffirmation and Consent.  This Reaffirmation and Consent shall be
governed by the laws of the State of Massachusetts.


[signature page
follows]









 



 


IN WITNESS WHEREOF, the undersigned have each caused
this Reaffirmation and Consent to be executed as of the date of the Amendment.


	
  

  	
  FRIENDLY’S RESTAURANTS FRANCHISE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL V. HOAGLAND

  
	
   

  	
  Name:

  	
  Paul V. Hoagland

  
	
   

  	
  Title:

  	
  Executive Vice President of

  Administration and Chief Financial Officer

  



 


	
  

  	
  FRIENDLY’S INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL V. HOAGLAND

  
	
   

  	
  Name:

  	
  Paul V. Hoagland

  
	
   

  	
  Title:

  	
  Executive Vice President of

  Administration and Chief Financial Officer