Exhibti
4.9


 




 





 


$35,000,000



AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT,



dated as of March 15, 2006,



among



FRIENDLY ICE CREAM CORPORATION,



as the Borrower,



VARIOUS FINANCIAL INSTITUTIONS FROM TIME TO TIME



PARTIES HERETO AS LISTED ON SCHEDULE I HERETO,



as the Lenders,



WELLS FARGO FOOTHILL, INC.,




as Administrative Agent for the Lenders,


 




 





 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND RULES OF
  INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
   

  	
  Definitions

  	
  1

  
	
   

  	
  1.2

  	
   

  	
  Rules of
  Interpretation

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  THE REVOLVING CREDIT
  FACILITY

  	
  27

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
   

  	
  Commitment to Lend

  	
  27

  
	
   

  	
  2.2

  	
   

  	
  Commitment Fee

  	
  28

  
	
   

  	
  2.3

  	
   

  	
  Reduction of Total
  Commitment

  	
  28

  
	
   

  	
  2.4

  	
   

  	
  The Revolving Credit
  Notes

  	
  28

  
	
   

  	
  2.5

  	
   

  	
  Interest on Revolving
  Credit Loans

  	
  28

  
	
   

  	
  2.6

  	
   

  	
  Requests for Revolving
  Credit Loans

  	
  29

  
	
   

  	
  2.7

  	
   

  	
  Conversion Options

  	
  30

  
	
   

  	
  2.8

  	
   

  	
  Funds for Revolving
  Credit Loan

  	
  30

  
	
   

  	
  2.9

  	
   

  	
  Settlements

  	
  31

  
	
   

  	
  2.10

  	
   

  	
  Repayments of Revolving
  Credit Loans From Concentration Account After Event of Default

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  REPAYMENT OF THE
  REVOLVING CREDIT LOANS

  	
  33

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
   

  	
  Maturity

  	
  33

  
	
   

  	
  3.2

  	
   

  	
  Mandatory Repayments of
  Revolving Credit Loans

  	
  33

  
	
   

  	
  3.3

  	
   

  	
  Optional Repayments of
  Revolving Credit Loans

  	
  34

  
	
   

  	
  3.4

  	
   

  	
  Application of Payments

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  LETTERS OF CREDIT

  	
  35

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
   

  	
  Letter of Credit
  Commitments

  	
  35

  
	
   

  	
  4.2

  	
   

  	
  Reliance by
  Administrative Agent

  	
  37

  
	
   

  	
  4.3

  	
   

  	
  Letter of Credit Fees

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  CERTAIN GENERAL
  PROVISIONS

  	
  38

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
   

  	
  Administrative Agent’s
  Fee

  	
  38

  
	
   

  	
  5.2

  	
   

  	
  Funds for Payments

  	
  38

  
	
   

  	
  5.3

  	
   

  	
  Computations

  	
  40

  
	
   

  	
  5.4

  	
   

  	
  Inability to Determine
  Eurodollar Rate

  	
  40

  
	
   

  	
  5.5

  	
   

  	
  Illegality

  	
  40

  
	
   

  	
  5.6

  	
   

  	
  Additional Costs, etc

  	
  41

  
	
   

  	
  5.7

  	
   

  	
  Capital Adequacy

  	
  42

  
	
   

  	
  5.8

  	
   

  	
  Certificate

  	
  43

  
	
   

  	
  5.9

  	
   

  	
  Indemnity

  	
  43

  
	
   

  	
  5.10

  	
   

  	
  Interest After Default

  	
  43

  
	
   

  	
  5.11

  	
   

  	
  Replacement of Lenders

  	
  43

  
	
   

  	
  5.12

  	
   

  	
  Mitigation

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  COLLATERAL SECURITY AND
  GUARANTIES

  	
  44

  



 


i

















 


	
   

  	
  6.1

  	
   

  	
  Security of Borrower

  	
  44

  
	
   

  	
  6.2

  	
   

  	
  Guaranties and Security
  of Restricted Subsidiaries

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
  44

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
   

  	
  Corporate Authority

  	
  45

  
	
   

  	
  7.2

  	
   

  	
  Governmental Approvals

  	
  45

  
	
   

  	
  7.3

  	
   

  	
  Title to Properties;
  Leases

  	
  45

  
	
   

  	
  7.4

  	
   

  	
  Financial Statements
  and Projections

  	
  46

  
	
   

  	
  7.5

  	
   

  	
  No Material Adverse
  Changes, etc

  	
  46

  
	
   

  	
  7.6

  	
   

  	
  Franchises, Patents,
  Copyrights, etc

  	
  46

  
	
   

  	
  7.7

  	
   

  	
  Litigation

  	
  46

  
	
   

  	
  7.8

  	
   

  	
  No Materially Adverse
  Contracts, etc

  	
  47

  
	
   

  	
  7.9

  	
   

  	
  Compliance with Other
  Instruments, Laws, etc

  	
  47

  
	
   

  	
  7.10

  	
   

  	
  Tax Status

  	
  47

  
	
   

  	
  7.11

  	
   

  	
  No Event of Default

  	
  47

  
	
   

  	
  7.12

  	
   

  	
  Holding Company and
  Investment Company Acts

  	
  47

  
	
   

  	
  7.13

  	
   

  	
  Absence of Financing
  Statements, etc

  	
  47

  
	
   

  	
  7.14

  	
   

  	
  Perfection of Security
  Interest

  	
  47

  
	
   

  	
  7.15

  	
   

  	
  Certain Transactions

  	
  48

  
	
   

  	
  7.16

  	
   

  	
  Employee Benefit Plans

  	
  48

  
	
   

  	
  7.17

  	
   

  	
  Use of Proceeds

  	
  49

  
	
   

  	
  7.18

  	
   

  	
  Environmental
  Compliance

  	
  49

  
	
   

  	
  7.19

  	
   

  	
  Subsidiaries, etc

  	
  50

  
	
   

  	
  7.20

  	
   

  	
  Disclosure

  	
  51

  
	
   

  	
  7.21

  	
   

  	
  Bank Accounts

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  AFFIRMATIVE COVENANTS

  	
  51

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
   

  	
  Punctual Payment

  	
  51

  
	
   

  	
  8.2

  	
   

  	
  Maintenance of Office

  	
  51

  
	
   

  	
  8.3

  	
   

  	
  Records and Accounts

  	
  51

  
	
   

  	
  8.4

  	
   

  	
  Financial Statements,
  Certificates and Information

  	
  52

  
	
   

  	
  8.5

  	
   

  	
  Notices

  	
  53

  
	
   

  	
  8.6

  	
   

  	
  Legal Existence;
  Maintenance of Properties

  	
  54

  
	
   

  	
  8.7

  	
   

  	
  Insurance

  	
  55

  
	
   

  	
  8.8

  	
   

  	
  Taxes

  	
  55

  
	
   

  	
  8.9

  	
   

  	
  Inspection of
  Properties and Books, etc

  	
  55

  
	
   

  	
  8.10

  	
   

  	
  Compliance with Laws,
  Contracts, Licenses, and Permits

  	
  56

  
	
   

  	
  8.11

  	
   

  	
  Employee Benefit Plans

  	
  57

  
	
   

  	
  8.12

  	
   

  	
  Use of Proceeds

  	
  57

  
	
   

  	
  8.13

  	
   

  	
  Future Guarantors;
  Mortgaged Property

  	
  57

  
	
   

  	
  8.14

  	
   

  	
  Bank Accounts

  	
  58

  
	
   

  	
  8.15

  	
   

  	
  [Intentionally Omitted]

  	
  59

  
	
   

  	
  8.16

  	
   

  	
  [Intentionally Omitted]

  	
  59

  



 


ii

















 


	
   

  	
  8.17

  	
   

  	
  [Intentionally Omitted]

  	
  59

  
	
   

  	
  8.18

  	
   

  	
  Mortgage Assignments

  	
  59

  
	
   

  	
  8.19

  	
   

  	
  Additional Mortgages

  	
  59

  
	
   

  	
  8.20

  	
   

  	
  Agency Account
  Agreements

  	
  59

  
	
   

  	
  8.21

  	
   

  	
  Further Assurances

  	
  59

  
	
   

  	
  8.22

  	
   

  	
  Delivery of Purchase
  and Sale Agreements

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  CERTAIN NEGATIVE
  COVENANTS

  	
  59

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
   

  	
  Restrictions on
  Indebtedness

  	
  60

  
	
   

  	
  9.2

  	
   

  	
  Restrictions on Liens

  	
  61

  
	
   

  	
  9.3

  	
   

  	
  Restrictions on
  Investments

  	
  64

  
	
   

  	
  9.4

  	
   

  	
  Restricted Payments

  	
  66

  
	
   

  	
  9.5

  	
   

  	
  Merger, Consolidation
  and Disposition of Assets

  	
  66

  
	
   

  	
  9.6

  	
   

  	
  Sale and Leaseback

  	
  67

  
	
   

  	
  9.7

  	
   

  	
  Compliance with
  Environmental Laws

  	
  67

  
	
   

  	
  9.8

  	
   

  	
  Prepayments;
  Modification of Certain Documents

  	
  67

  
	
   

  	
  9.9

  	
   

  	
  Employee Benefit Plans

  	
  68

  
	
   

  	
  9.10

  	
   

  	
  Business Activities

  	
  68

  
	
   

  	
  9.11

  	
   

  	
  Fiscal Year

  	
  68

  
	
   

  	
  9.12

  	
   

  	
  Transactions with Affiliates

  	
  68

  
	
   

  	
  9.13

  	
   

  	
  Bank Accounts

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  FINANCIAL COVENANTS

  	
  69

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
   

  	
  Interest Coverage

  	
  69

  
	
   

  	
  10.2

  	
   

  	
  Capital Expenditures

  	
  69

  
	
   

  	
  10.3

  	
   

  	
  Minimum EBITDA

  	
  70

  
	
   

  	
  10.4

  	
   

  	
  Leverage Ratio

  	
  70

  
	
   

  	
  10.5

  	
   

  	
  [Intentionally Omitted]

  	
  71

  
	
   

  	
  10.6

  	
   

  	
  Fixed Charge Coverage Ratio
  The Borrower will not permit the Fixed Charge Coverage Ratio for any
  Reference Period to be less than 1.05:1.00

  	
  71

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  CLOSING CONDITIONS

  	
  71

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
   

  	
  Delivery of Documents

  	
  71

  
	
   

  	
  11.2

  	
   

  	
  Validity of Liens

  	
  71

  
	
   

  	
  11.3

  	
   

  	
  Certificates of
  Insurance

  	
  71

  
	
   

  	
  11.4

  	
   

  	
  Administrative Agent’s
  Fee Letter

  	
  71

  
	
   

  	
  11.5

  	
   

  	
  Assignment Agreements

  	
  72

  
	
   

  	
  11.6

  	
   

  	
  Intellectual Property
  Assignment

  	
  72

  
	
   

  	
  11.7

  	
   

  	
  Revolving Credit Notes

  	
  72

  
	
   

  	
  11.8

  	
   

  	
  Pledge of Subordinated
  Promissory Note

  	
  72

  
	
   

  	
  11.9

  	
   

  	
  Patriot Act Searches

  	
  72

  
	
   

  	
  11.10

  	
   

  	
  Payment of Fees, Etc

  	
  72

  
	
   

  	
  11.11

  	
   

  	
  Miscellaneous

  	
  72

  



 


iii

















 


	
  12.

  	
  CONDITIONS TO ALL
  BORROWINGS

  	
  72

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
   

  	
  Representations True;
  No Event of Default

  	
  72

  
	
   

  	
  12.2

  	
   

  	
  No Legal Impediment

  	
  72

  
	
   

  	
  12.3

  	
   

  	
  Proceedings and
  Documents

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  EVENTS OF DEFAULT;
  ACCELERATION; ETC

  	
  74

  
	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
   

  	
  Events of Default and
  Acceleration

  	
  75

  
	
   

  	
  13.2

  	
   

  	
  Termination of
  Commitments

  	
  75

  
	
   

  	
  13.3

  	
   

  	
  Remedies

  	
  76

  
	
   

  	
  13.4

  	
   

  	
  Distribution of
  Collateral Proceeds

  	
  76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  THE ADMINISTRATIVE
  AGENT

  	
  77

  
	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
   

  	
  Authorization

  	
  77

  
	
   

  	
  14.2

  	
   

  	
  Employees and
  Administrative Agents

  	
  77

  
	
   

  	
  14.3

  	
   

  	
  No Liability

  	
  77

  
	
   

  	
  14.4

  	
   

  	
  No Representations

  	
  78

  
	
   

  	
  14.5

  	
   

  	
  Payments

  	
  78

  
	
   

  	
  14.6

  	
   

  	
  Holders of Revolving
  Credit Notes

  	
  79

  
	
   

  	
  14.7

  	
   

  	
  Indemnity

  	
  79

  
	
   

  	
  14.8

  	
   

  	
  Administrative Agent as
  Lender

  	
  80

  
	
   

  	
  14.9

  	
   

  	
  Resignation

  	
  80

  
	
   

  	
  14.10

  	
   

  	
  Notification of
  Defaults and Events of Default

  	
  80

  
	
   

  	
  14.11

  	
   

  	
  Duties in the Case of
  Enforcement

  	
  80

  
	
   

  	
  14.12

  	
   

  	
  Release of Collateral

  	
  81

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  ASSIGNMENT AND
  PARTICIPATION

  	
  81

  
	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
   

  	
  Conditions to
  Assignment by Lenders

  	
  82

  
	
   

  	
  15.2

  	
   

  	
  Certain Representations
  and Warranties; Limitations; Covenants

  	
  83

  
	
   

  	
  15.3

  	
   

  	
  Register

  	
  83

  
	
   

  	
  15.4

  	
   

  	
  New Revolving Credit
  Notes

  	
  83

  
	
   

  	
  15.5

  	
   

  	
  Participations

  	
  84

  
	
   

  	
  15.6

  	
   

  	
  Assignee or Participant
  Affiliated with the Borrower

  	
  84

  
	
   

  	
  15.7

  	
   

  	
  Miscellaneous
  Assignment Provisions

  	
  85

  
	
   

  	
  15.8

  	
   

  	
  Assignment by Borrower

  	
  85

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  PROVISIONS OF GENERAL
  APPLICATIONS

  	
  85

  
	
   

  	
   

  	
   

  
	
   

  	
  16.1

  	
   

  	
  Setoff

  	
  85

  
	
   

  	
  16.2

  	
   

  	
  Expenses

  	
  86

  
	
   

  	
  16.3

  	
   

  	
  Indemnification

  	
  87

  
	
   

  	
  16.4

  	
   

  	
  Treatment of Certain
  Confidential Information

  	
  88

  
	
   

  	
  16.5

  	
   

  	
  Survival of Covenants,
  etc

  	
  88

  
	
   

  	
  16.6

  	
   

  	
  Notices

  	
  89

  
	
   

  	
  16.7

  	
   

  	
  Governing Law

  	
  89

  



 


iv

















 


	
   

  	
  16.8

  	
   

  	
  Headings

  	
  90

  
	
   

  	
  16.9

  	
   

  	
  Counterparts

  	
  90

  
	
   

  	
  16.10

  	
   

  	
  Entire Agreement, etc

  	
  90

  
	
   

  	
  16.11

  	
   

  	
  Waiver of Jury Trial

  	
  90

  
	
   

  	
  16.12

  	
   

  	
  Consents, Amendments,
  Waivers, etc

  	
  90

  
	
   

  	
  16.13

  	
   

  	
  Severability

  	
  92

  
	
   

  	
  16.14

  	
   

  	
  No Novation

  	
  92

  



 


v

















 


Exhibits


 


Exhibit A                                                                       Form of
Assignment and Acceptance


 


Exhibit B                                                                         Form of
Revolving Credit Note


 


Exhibit C                                                                         Form of
Loan and Letter of Credit Request


 

















 


Schedules


 


Schedule A-1                                                Administrative
Agent’s Account


 


Schedule 1(a)                                                Lenders
and Commitments


 


Schedule 1(b)                                               Core
Mortgaged Properties


 


Schedule 1(c)                                                Encumbered
Properties


 


Schedule 1(d)                                               Excess
Properties


 


Schedule 1(e)                                                Non-Encumbered
Properties


 


Schedule 1(f)                                                  Permitted
Units


 


Schedule 1(g)                                               Units


 


Schedule 1(h)                                               Existing
Letters of Credit


 


Schedule 7.3                                                     Title
to Properties; Leases


 


Schedule 7.7                                                     Litigation


 


Schedule 7.14                                               Perfection
of Security Interest


 


Schedule 7.18                                               Environmental
Compliance


 


Schedule 7.19                                               Subsidiaries
Etc.


 


Schedule 7.21                                               Bank
Accounts


 


Schedule 8.19                                               Non-Core
Mortgaged Properties


 


Schedule 9.l                                                        Existing
Indebtedness


 


Schedule 9.2                                                     Existing
Liens


 


Schedule 9.2.2                                            Restrictions
on Negative Pledges


 


Schedule 9.3                                                     Existing
Investments


 


vii

















 


AMENDED AND
RESTATED

REVOLVING CREDIT AGREEMENT


 


This AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 15, 2006, is
among FRIENDLY ICE CREAM CORPORATION, a Massachusetts corporation (the “Borrower”),
the various financial institutions and other Persons from time to time parties
hereto listed on Schedule 1(a) attached hereto (the “Lenders”),
WELLS FARGO FOOTHILL, INC.,
a California corporation (“WFF”), as administrative agent for the
Lenders (in such capacity, the “Administrative Agent”).


 


RECITALS


 


WHEREAS, the
Borrower, the various financial institutions and other Persons from time to
time parties thereto listed on Schedule 1(a) attached thereto
(the “Previous Lenders”), FLEET NATIONAL BANK, as administrative agent for
the Previous Lenders (in such capacity, the “Previous Administrative Agent”)
and documentation agent for the Previous Lenders (in such capacity, the “Documentation
Agent”), BANC OF AMERICA SECURITIES LLC and FLEET SECURITIES, INC., as
co-lead arrangers and joint book runners, and BANK OF AMERICA, N.A., as
syndication agent for the Previous Lenders are parties to that certain
Revolving Credit Agreement, dated as of December 17, 2001 (as amended or
modified from time to time prior to the date hereof, the “Original Credit
Agreement”);


 


WHEREAS,
concurrent herewith, the Previous Lenders and WFF are entering into Assignment
and Acceptance Agreements (the “Assignment Agreements”) pursuant to
which Previous Lenders are assigning to WFF and WFF is purchasing from Previous
Lenders all of their right, title and interest in and to the Loans under the
Original Credit Agreement;


 


WHEREAS, in
connection therewith, the Borrower, the Lenders, and the Administrative Agent
desire to amend and restate the terms and provisions of the Original Credit
Agreement; and


 


WHEREAS,
subject to the foregoing, the Borrower, the Lenders, and the Administrative
Agent are willing to so amend and restate the Original Credit Agreement in
accordance with the terms and conditions hereof; it being understood that
nothing contained herein shall be deemed a satisfaction or novation of the
Loans or the indebtedness created or evidenced by the Original Credit Agreement
and it being further understood that the parties are merely amending and restating
the Original Credit Agreement and the Loan Documents in accordance with the
terms hereof.


 


NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and
covenants herein contained, and subject to the terms and conditions hereof, the
Borrower, the Lenders, and the Administrative Agent agree that the Original
Credit Agreement be and hereby is amended and restated in its entirety as
follows:


 


1.                                      DEFINITIONS
AND RULES OF INTERPRETATION.


 


1.1                               Definitions.
The following terms shall have the meanings set forth in this §1 or elsewhere
in the provisions of this Credit Agreement referred to below:


 

















 


Adjustment
Date. The first day of the month immediately following
the month in which a Compliance Certificate is to be delivered by the Borrower pursuant
to §8.4(d).


 


Administrative
Agent. Wells Fargo Foothill, Inc., acting as
administrative agent for the Lenders; and each other Person appointed as the
successor Administrative Agent in accordance with §14.9.


 


Administrative
Agent’s Account. The Deposit Account of Administrative
Agent identified on Schedule A-1.


 


Administrative
Agent’s Fee Letter. The amended and restated fee
letter, dated as of the Closing Date, between the Borrower and the
Administrative Agent.


 


Administrative
Agent’s Office. The Administrative Agent’s office
located at 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California
90404, or at such other location as the Administrative Agent may designate
from time to time.


 


Administrative
Agent’s Special Counsel. Paul, Hastings, Janofsky &
Walker LLP or such other counsel as may be approved by the Administrative
Agent.


 


Affiliate.
As to any Person, another Person which, directly or indirectly, controls, is
controlled by or is under common control with such first Person. “Control” of
the Borrower means the power, directly or indirectly, (a) to vote ten
percent (10%) or more of the Capital Stock (on a fully diluted basis) of the
Borrower having ordinary voting power for the election of directors, managing
members or general partners (as applicable); or (b) to direct or cause the
direction of the management and policies of the Borrower (whether by contract
or otherwise).


 


Agency Account
Agreement. See §8.14.


 


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 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 4.00:1.00

  	
   

  	
  2.50

  	
  %

  	
  4.50

  	
  %

  	
  4.50

  	
  %

  	
  0.75

  	
  %

  
	
  II

  	
   

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

  	
   

  	
  2.00

  	
  %

  	
  4.00

  	
  %

  	
  4.00

  	
  %

  	
  0.75

  	
  %

  
	
  III

  	
   

  	
  Less than 3.50:1.00

  	
   

  	
  1.50

  	
  %

  	
  3.50

  	
  %

  	
  3.50

  	
  %

  	
  0.75

  	
  %

  



 


2

















 


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.


 


Applicable
Pension Legislation. At any time, any pension or
retirement benefits legislation (be it national, federal, provincial,
territorial or otherwise) then applicable to the Borrower or any of its
Subsidiaries.


 


Appraised
Value. The valuation of any Mortgaged Property or
Units delivered to the Administrative Agent by an appraiser selected by the
Administrative Agent and using such methodology as is satisfactory to the
Administrative Agent.


 


Asset Sale.
Any one or series of related transactions in which the Borrower or any of
its Restricted Subsidiaries conveys, sells, leases, licenses or otherwise
disposes of (other than to the Borrower or any Restricted Subsidiary of the
Borrower), directly or indirectly, any of its properties, businesses or assets
(including the sale or issuance of capital stock of any Restricted Subsidiary
other than to the Borrower or any Restricted Subsidiary of the Borrower)
whether owned on the Closing Date or thereafter acquired.


 


Asset Sale
Capital Expenditure Proceeds. See § 3(b)(i).


 


Assignment and
Acceptance. An assignment and acceptance substantially
in the form of Exhibit A hereto.


 


Assignment
Agreements. Has the meaning set forth in the recitals
to this Credit Agreement.


 


Authorized
Person. Any officer or employee of Borrower.


 


Balance Sheet
Date. December 31, 2000.


 


Bankruptcy
Code. Title 11 of the United States Code, as in effect
from time to time.


 


Base Rate.
The higher of (a) the variable annual rate of interest so designated from
time to time by Wells Fargo as its “prime rate,” such rate being a
reference rate and not necessarily representing the lowest or best rate being
charged to any customer, and (b) 0.5% above the Federal Funds Effective
Rate. For the purposes of this definition, “Federal Funds Effective Rate”
shall mean for any day, the rate per annum equal to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day that is a Business Day, the average of the quotations for such day on
such transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by the Administrative Agent. Changes in
the Base Rate resulting


 


3

















 


from any
changes in Wells Fargo’s “prime rate” shall take place immediately
without notice or demand of any kind.


 


Base Rate
Loans. Revolving Credit Loans bearing interest
calculated by reference to the Base Rate.


 


Borrower.
As defined in the preamble hereto.


 


Business Day.
Any day on which banking institutions in California are open for the
transaction of banking business and, in the case of Eurodollar Rate Loans, also
a day which is a Eurodollar Business Day.


 


Capital Assets.
Fixed assets, both tangible (such as land, buildings, fixtures, machinery and
equipment) and intangible (such as patents, copyrights, trademarks, franchises
and good will); provided that Capital Assets shall not include any item
customarily charged directly to expense or depreciated over a useful life of
twelve (12) months or less in accordance with GAAP.


 


Capital
Expenditures. Amounts paid or Indebtedness incurred by
the Borrower or any of its Subsidiaries (excluding expenditures made in connection
with the replacement, substitution or restoration of assets to the extent
financed from insurance proceeds (or other similar recoveries) paid on account
of the loss of or damage to the assets being replaced or restored or with
awards of compensation arising from the taking by eminent domain or
condemnation of the assets being replaced) in connection with (a) the
purchase or lease by the Borrower or any of its Subsidiaries of Capital Assets
that would be required to be capitalized and shown on the balance sheet of such
Person in accordance with GAAP (other than Growth Capital Expenditures paid for
with the proceeds of Indebtedness permitted pursuant to §9.1(c)(ii)), or (b) the
lease of any assets by the Borrower or any of its Subsidiaries as lessee under
any Synthetic Lease to the extent that such assets would have been Capital
Assets had the Synthetic Lease been treated for accounting purposes as a
Capitalized Lease.


 


Capital Stock.
Any and all shares, interests, participations or other equivalents (however
designated) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all warrants,
rights or options to purchase any of the foregoing.


 


Capitalized
Leases. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with GAAP.


 


Cash
Equivalents. As to the Borrower and its Subsidiaries, (a) securities
issued or directly and fully guaranteed or insured by the United States of
America and having a maturity of not more than one (1) year from the date
of acquisition; (b) certificates of deposit, time deposits and eurodollar
time deposits with maturities of one (1) year or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding one (1) year
and overnight bank deposits, in each case, (i) with any Lenders or (ii) with
any domestic commercial bank organized under the laws of the United States of
America or any state thereof or a foreign subsidiary of such bank, in each case
having a rating of not less than A or its equivalent by S&P or any
successor and having


 


4

















 


capital and
surplus in excess of $500,000,000; (c) repurchase obligations with a term
of not more than thirty (30) days for underlying securities of the types
described in clauses (a) and (b) above which (i) are
secured by a fully perfected security interest in any obligation of the type
described in clause (a) hereof, and (ii) have a market value at
the time such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such commercial banking institution thereunder; (d) any
commercial paper or finance company paper issued by (i) any Lender or any
holding company controlling any Lender or (ii) any other Person that is
rated not less than “P-1” or “A-1” or their equivalents by Moody’s or S&P
or their successors; or (e) mutual funds registered under Rule 2a-7
of the Investment Company Act of 1940 investing only in assets described in
clauses (a) through (d) of this definition.


 


Casualty Event.
With respect to any property (including any interest in property) of the
Borrower or any of its Restricted Subsidiaries, any loss of, damage to, or
condemnation or other taking of, such property for which the Borrower or such
Restricted Subsidiary receives insurance proceeds, proceeds of a condemnation
award or other compensation.


 


CERCLA.
See §7.18(a).


 


Change of
Control. (a) An event or series of events by
which any person or group of persons (within the meaning of Section 13 or
14 of the Securities Exchange Act of 1934) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the Securities
and Exchange Commission under said Act), directly or indirectly, of 30%
or more of the outstanding shares of the Voting Stock of the Borrower on a
fully diluted basis; or (b) during any period of 24 consecutive
months, individuals who at the beginning of such period constituted the Board
of Directors of the Borrower (together with any new directors whose election to
such Board of Directors or whose nomination for election by the stockholders of
the Borrower was approved by a vote of a majority of the directors then still
in office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Borrower then
in office.


 


Closing Date.
The first date on which the conditions set forth in §11 have been satisfied and
any Revolving Credit Loans are to be made or any Letter of Credit is to be
issued, in each case hereunder after the date hereof.


 


Code.
The Internal Revenue Code of 1986.


 


Collateral.
All of the property, rights, and interests of the Borrower and its Restricted
Subsidiaries that are or are intended to be subject to the Liens created by the
Security Documents.


 


Commitment.
With respect to each Lender, the amount set forth on Schedule 1(a) hereto
or in the applicable Assignment and Acceptance, in each case as the amount of
such Lender’s commitment to make Revolving Credit Loans to, and to participate
in the issuance, extension and renewal of Letters of Credit for the account of,
the Borrower, as the same may be reduced from time to time; or if such
commitment is terminated pursuant to the provisions hereof, zero.


 


5

















 


Commitment Fee.
See §2.2.


 


Commitment
Percentage. With respect to each Lender, the
percentage set forth on Schedule 1(a) hereto or in the
applicable Assignment and Acceptance, in each case as such Lender’s percentage
of the aggregate Commitments of all of the Lenders.


 


Compliance
Certificate. A certificate certified by the principal
financial or accounting officer of the Borrower and setting forth in reasonable
detail computations evidencing compliance with the covenants contained in §10
and (if applicable) reconciliations to reflect changes in GAAP since the
Balance Sheet Date, in form and substance reasonably acceptable to the
Administrative Agent.


 


Concentration
Account. See §8.14.


 


Concentration
Account Agreement. See §8.14.


 


Consolidated
or consolidated. With reference to any term defined
herein, shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with GAAP.


 


Consolidated
EBITDA. With respect to any fiscal period, an amount
equal to the sum of (a) Consolidated Net Income of the Borrower and its
Subsidiaries for such fiscal period, plus (b) in each case to the
extent deducted in the calculation of such Person’s Consolidated Net Income and
without duplication, (i) depreciation and amortization for such period
(including any associated with discontinued operations for the period), plus
(ii) income tax expense for such period (including any associated with
discontinued operations for the period), plus (iii) Consolidated
Total Interest Expense paid or accrued during such period, plus (iv) other
noncash charges for such period which do not result in cash payments for any
subsequent period, all as determined in accordance with GAAP, after eliminating
therefrom all extraordinary noncash nonrecurring items of expense, plus (v) the
reasonable and documented legal fees and expenses in connection with the
derivative action filed by S. Prestley Blake incurred in the 2005 fiscal year
of the Borrower, provided that such fees and expenses shall not exceed $776,000,
plus, (vi) a one-time re-organization charge incurred during
Borrower’s 2005 fiscal year of $678,000, plus, (vii) a one-time
inventory write-down of $153,000 incurred during Borrower’s 2005 fiscal year,
plus (viii) all fees and costs associated with the amendment and
restatement of the Original Credit Agreement and the Assignment Agreements.


 


Consolidated
EBITDAR. With respect to any fiscal period, an amount
equal to the sum of (a) Consolidated EBITDA of the Borrower and its
Subsidiaries for such fiscal period, plus, (b) Rental Expense.


 


Consolidated
Net Income (or Deficit). The consolidated net income
(or deficit) of the Borrower and its Subsidiaries, after deduction of all
expenses, taxes, and other proper charges, after eliminating therefrom all
extraordinary nonrecurring items of income, each as determined in accordance
with GAAP.


 


Consolidated
Total Funded Debt. With respect to the Borrower and
its Subsidiaries, the sum, without duplication, of (a) the aggregate
amount of Indebtedness of the


 


6

















 


Borrower and
its Subsidiaries, on a consolidated basis, relating to (i) the borrowing
of money or the obtaining of credit, including the issuance of Revolving Credit
Notes or bonds, (ii) the deferred purchase price of assets (other than
trade payables incurred in the ordinary course of business), (iii) in
respect of any Synthetic Leases or any Capitalized Leases, and (iv) the
maximum drawing amount of all letters of credit outstanding and bankers
acceptances (excluding Letters of Credit constituting documentary letters of
credit in an aggregate stated amount not to exceed $250,000), plus, (b) Indebtedness
of the type referred to in clause (a) of another Person guaranteed by
the Borrower or any of its Subsidiaries, minus, (c) cash and Cash
Equivalents in excess of $10,000,000.


 


Consolidated
Total Interest Expense. For any period, the aggregate
amount of interest required to be paid or accrued by the Borrower and its
Subsidiaries during such period on all Indebtedness of the Borrower and its
Subsidiaries outstanding during all or any part of such period, whether
such interest was or is required to be reflected as an item of expense or
capitalized, including payments consisting of interest in respect of any Capitalized
Lease or any Synthetic Lease, and including Commitment Fees, agency fees,
facility fees, balance deficiency fees and similar fees or expenses in
connection with the borrowing of money.


 


Control
Agreement. A control agreement, in form and
substance satisfactory to Administrative Agent, executed and delivered by the
Borrower or one of its Subsidiaries, Agent, and the applicable bank or
securities intermediary.


 


Conversion
Request. A notice given by the Borrower to the
Administrative Agent of the Borrower’s election to convert or continue a Loan
in accordance with §2.7.


 


Copyright
Mortgages. The several Memorandums of Grants of
Security Interest in Copyrights made by the Borrower and its Restricted
Subsidiaries in favor of the Administrative Agent, in form and substance
reasonably satisfactory to the Administrative Agent.


 


Core Mortgaged
Properties. Any Real Estate listed on Schedule l(b) hereto
and any additional Real Estate pledged as “Core Mortgaged Properties” pursuant
to §8.13.3.


 


Credit
Agreement. This Amended and Restated Revolving Credit
Agreement, including the Schedules and Exhibits hereto.


 


Daily Balance.
As of any date of determination and with respect to any Obligation, the amount
of such Obligation (including without limitation the aggregate amount of
Obligations consisting of contingent reimbursement obligations in respect of
Letters of Credit) owed at the end of such day.


 


Debt Issuance.
The sale or issuance by the Borrower or any of its Restricted Subsidiaries of
any Indebtedness permitted by this Credit Agreement.


 


Default.
Any Event of Default or any condition, occurrence or event which, after notice
or lapse of time or both, would constitute an Event of Default.


 


7

















 


Defaulting
Lender. Any Lender that fails to make any Loan (or
other extension of credit) that it is required to make hereunder on the date
that it is required to do so hereunder.


 


Defaulting
Lender Rate. (a) For the first 3 days from and
after the date the relevant payment is due, the Base Rate, and (b) thereafter,
the interest rate then applicable to Revolving Credit Loans that are Base Rate
Loans.


 


Deferred
Compensation. Payments of salary and compensation by
Borrower in connection with Borrower’s deferred compensation plan.


 


Delinquent
Lender. See §14.5.3.


 


Deposit
Account. Any deposit account (as that term is defined
in the Uniform Commercial Code, as in effect from time to time).


 


Distribution.
The declaration or payment of any dividend on or in respect of any shares of
any class of Capital Stock of the Borrower, other than dividends payable
solely in shares of common stock of the Borrower; the purchase, redemption,
defeasance, retirement or other acquisition of any shares of any class of
Capital Stock of the Borrower, directly or indirectly through a Subsidiary of
the Borrower or otherwise (including the setting apart of assets for a
sinking or other analogous fund to be used for such purpose); the return of
capital by the Borrower to its shareholders as such; or any other distribution
on or in respect of any shares of any class of Capital Stock of the
Borrower.


 


Dollars
or $. Dollars in lawful currency of the United States of America.


 


Domestic
Lending Office. Initially, the office of each Lender
designated as such in Schedule l(a) hereto; thereafter, such
other office of such Lender, if any, located within the United States that will
be making or maintaining Base Rate Loans.


 


Drawdown Date.
The date on which any Revolving Credit Loan is made or is to be made, and the
date on which any Revolving Credit Loan is converted or continued in accordance
with §2.7.


 


Employee
Benefit Plan. Any employee benefit plan within the
meaning of §3(3) of ERISA maintained or contributed to by the Borrower or
any ERISA Affiliate, other than a Guaranteed Pension Plan or a Multiemployer
Plan.


 


Encumbered
Properties. Any Real Estate listed on Schedule l(c) hereto
which is subject to any Lien granted in connection with the Sale-Leaseback
Transaction and the FFCA Mortgage Financing.


 


Environmental
Laws. See §7.18(a).


 


EPA.
See §7.18(b).


 


Equity
Issuance. The sale or issuance by the Borrower or any
of its Restricted Subsidiaries of any of its Capital Stock (other than
(x) the sale or issuance of any Capital Stock


 


8

















 


by (i) the
Borrower to any Restricted Subsidiary or (ii) any Restricted Subsidiary to
the Borrower or another Restricted Subsidiary or (y) the sale or issuance
of any Capital Stock by the Borrower or any of its Restricted Subsidiaries to
any officers, directors or employees in connection with any benefit or
compensation plan).


 


ERISA.
The Employee Retirement Income Security Act of 1974.


 


ERISA
Affiliate. Any Person which is treated as a single
employer with the Borrower under §414 of the Code.


 


ERISA Reportable
Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of §4043 of ERISA and the regulations
promulgated thereunder.


 


Eurocurrency
Reserve Rate. For any day with respect to a Eurodollar
Rate Loan, the maximum rate (expressed as a decimal) at which any bank subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against “Eurocurrency
Liabilities” (as that term is used in Regulation D), if such liabilities
were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in the Eurocurrency Reserve Rate.


 


Eurodollar
Business Day. Any day on which commercial banks are
open for international business (including dealings in Dollar deposits) in
London or such other eurodollar interbank market as may be selected by the
Administrative Agent in its sole discretion acting in good faith.


 


Eurodollar
Lending Office. Initially, the office of each Lender
designated as such in Schedule 1(a) hereto; thereafter, such
other office of such Lender, if any, that shall be making or maintaining
Eurodollar Rate Loans.


 


Eurodollar Rate.
For any Interest Period with respect to a Eurodollar Rate Loan, the rate of
interest equal to (a) the arithmetic average of the rates per annum for
the Reference Lender (rounded upwards to the nearest 1/16 of one percent) of
the rate at which the Reference Lender’s Eurodollar Lending Office is offered
Dollar deposits two Eurodollar Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where the eurodollar and
foreign currency and exchange operations of such Eurodollar Lending Office are
customarily conducted, for delivery on the first day of such Interest Period
for the number of days comprised therein and in an amount comparable to the
amount of the Eurodollar Rate Loan of the Reference Lender to which such Interest
Period applies, divided by (b) a number equal to 1.00 minus the
Eurocurrency Reserve Rate, if applicable.


 


Eurodollar
Rate Loans. Revolving Credit Loans bearing interest
calculated by reference to the Eurodollar Rate.


 


Event of
Default. See §13.1.


 


Excess
Properties. Any Real Estate listed on Schedule 1(d).


 


9

















 


Excess
Properties Sale. The sale or other disposition of any
Excess Properties by the Borrower or any Restricted Subsidiary to any Person or
business; provided, that immediately before and after giving effect to
such sale, no Event of Default shall have occurred and be continuing or would
result therefrom.


 


Excluded
Properties. Any Real Estate constituting (i) Encumbered
Properties, (ii) Excess Properties, (iii) Permitted Units and (iv) any
other Real Estate (other than Core Mortgaged Properties) to the extent the
granting of a valid and enforceable first priority Mortgage on such Real Estate
would result in the incurrence of mortgage taxes or would require the consent
by the applicable landlord prior to the granting of such Mortgage.


 


Fees.
Collectively, the Commitment Fee, the Letter of Credit Fee and the other fees
set forth in the Administrative Agent’s Fee Letter.


 


FFCA Amended
and Restated Master Lease. The Amended and Restated
Master Lease, dated as of the Original Closing Date, by and between GECC and
the Borrower.


 


FFCA Loan
Agreements. The loan agreements, each dated as of the
Original Closing Date, by and among GECC, as lender, and the SPVs, as
borrowers.


 


FFCA Master
Leases. The Master Leases executed in connection with
the FFCA Mortgage Financing, each dated as of the Original Closing Date, by and
among the SPVs, as lessors, and the Borrower, as lessee.


 


FFCA Mortgage
Financing. The mortgage financing transaction
described in the FFCA Loan Agreements.


 


FFCA Mortgage
Financing Documents. Any and all documents and
instruments delivered or executed in connection with the FFCA Mortgage
Financing (including the FFCA Amended and Restated Master Lease), as the same may be
amended, supplemented or amended and restated or otherwise modified from time
to time in accordance with §9.8.


 


Fifth
Amendment. The Amendment No. 5 to Revolving
Credit Agreement, dated as of December 17, 2004, among the Borrower, the
Previous Lenders and the Previous Administrative Agent.


 


Fifth
Amendment Effective Date. The date on which all
conditions precedent to the Fifth Amendment hereto were satisfied or waived by
the Previous Lenders.


 


Financial
Affiliate. A Subsidiary of the bank holding company
controlling any Lender, which Subsidiary is engaging in any of the activities
permitted by §4(e) of the Bank Holding Company Act of 1956 (12 U.S.C.
§1843).


 


Fixed Charge
Coverage Ratio. As of any date of determination, the
ratio of (a) Consolidated EBITDAR, minus, the sum of (b)(i) Maintenance
Capital Expenditures less Asset Sale Capital Expenditure Proceeds not to exceed
$2,000,000 in the aggregate in any fiscal year, and (ii) cash income tax
expense, to, the sum of (w) Consolidated Total Interest Expense payable in
cash, (x) actual and accrued scheduled principal repayments of
Indebtedness made or


 


10

















 


accrued during
such period, (y) Rental Expense and (z) mandatory cash contributions made
by the Borrower to any of its pension plans due to changes in fair market value
of pension plan assets (to the extent not already deducted in the calculation
of Consolidated EBITDA).


 


Foreign
Subsidiaries. Each Subsidiary of the Borrower
organized under the laws of any jurisdiction other than the United States or
any state thereof.


 


Fourth
Amendment Effective Date. The date on which all
conditions precedent to the Fourth Amendment hereto were satisfied or waived by
the Previous Lenders.


 


GAAP or generally
accepted accounting principles. (a) When used in
§10, whether directly or indirectly through reference to a capitalized term
used therein, means (i) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal year ended on the Balance Sheet Date,
and (ii) to the extent consistent with such principles, the accounting
practice of the Borrower reflected in its financial statements for the year
ended on the Balance Sheet Date, and (b) when used in general, other than
as provided above, means principles that are (i) consistent with the
principles promulgated or adopted by the Financial Accounting Standards Board
and its predecessors, as in effect from time to time, and (ii) consistently
applied with past financial statements of the Borrower adopting the same
principles, provided that in each case referred to in this definition of
“GAAP” a certified public accountant would, insofar as the use of such
accounting principles is pertinent, be in a position to deliver an unqualified
opinion (other than a qualification regarding changes in GAAP) as to financial
statements in which such principles have been properly applied.


 


GECC.
GE Capital Franchise Finance Corporation, a Delaware corporation.


 


Governing
Documents. With respect to any Person, its certificate
or articles of incorporation, its by-laws and all shareholder agreements,
voting trusts and similar arrangements applicable to any of its Capital Stock.


 


Governmental
Authority. Any foreign, federal, state, regional,
local, municipal or other government, or any department, commission, board,
bureau, agency, public authority or instrumentality thereof, or any court or
arbitrator.


 


Growth Capital
Expenditures. Capital Expenditures related to (i) the
construction, acquisition or opening of any new restaurant locations during any
fiscal year, plus (ii) the expansion and/or conversion of any
existing manufacturing and distribution facilities during any fiscal year, plus
(iii) the opening of any new manufacturing and distribution facilities
during any fiscal year, plus (iv) the Impact Remodeling Program, as
in effect on the date of the Fifth Amendment Effective Date, during any fiscal
year.


 


Guaranteed
Pension Plan. Any employee pension benefit plan within
the meaning of §3(2) of ERISA maintained or contributed to by the Borrower
or any ERISA Affiliate the benefits of which are guaranteed on termination in
full or in part by the PBGC pursuant to Title IV of ERISA, other than
a Multiemployer Plan.


 


11

















 


Guaranty.
The Guaranty made by each Restricted Subsidiary of the Borrower in favor of the
Lenders and the Administrative Agent, pursuant to which each Restricted
Subsidiary of the Borrower guaranties to the Lenders and the Administrative
Agent the payment and performance of the Obligations, in form and
substance satisfactory to the Administrative Agent.


 


Hazardous
Substances. See §7.18(b).


 


Indebtedness.
As to any Person and whether recourse is secured by or is otherwise available
against all or only a portion of the assets of such Person and whether or not
contingent, but without duplication:


 


(a)                                  every
obligation of such Person for money borrowed;


 


(b)                                 every
obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses;


 


(c)                                  every
reimbursement obligation of such Person with respect to letters of credit,
bankers’ acceptances or similar facilities issued for the account of such
Person;


 


(d)                                 every
obligation of such Person issued or assumed as the deferred purchase price of
property or services (including securities repurchase agreements but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business which are not overdue or which are being contested in good faith);


 


(e)                                  every
obligation of such Person under any Capitalized Lease;


 


(f)                                    every
obligation of such Person under any Synthetic Lease;


 


(g)                                 all
sales by such Person of (i) accounts or general intangibles for money due
or to become due, (ii) chattel paper, instruments or documents creating or
evidencing a right to payment of money or (iii) other receivables (collectively
“receivables”), whether pursuant to a purchase facility or otherwise,
other than in connection with the disposition of the business operations of
such Person relating thereto or a disposition of defaulted receivables for
collection and not as a financing arrangement, and together with any obligation
of such Person to pay any discount, interest, fees, indemnities, penalties,
recourse, expenses or other amounts in connection therewith;


 


(h)                                 every
obligation of such Person (an “equity related purchase obligation”) to
purchase, redeem, retire or otherwise acquire for value any shares of Capital
Stock issued by such Person or any rights measured by the value of such Capital
Stock;


 


(i)                                     every
net obligation of such Person under any forward contract, futures contract,
swap, option or other financing agreement or arrangement (including, without
limitation, caps, floors, collars and similar agreements), the value of which
is dependent upon interest rates, currency exchange rates, commodities or other
indices (a “derivative contract”);


 


12

















 


(j)                                     every
obligation in respect of Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent that such
Person is liable therefor as a result of such Person’s ownership interest in or
other relationship with such entity, except to the extent that the terms of
such Indebtedness provide that such Person is not liable therefor and such
terms are enforceable under applicable law; and


 


(k)                                  every
obligation, contingent or otherwise, of such Person guaranteeing, or having the
economic effect of guarantying or otherwise acting as surety for, any
obligation of a type described in any of clauses (a) through 0) (the “primary
obligation”) of another Person (the “primary obligor”), in any
manner, whether directly or indirectly, and including, without limitation, any
obligation of such Person (i) to purchase or pay (or advance or supply
funds for the purchase of) any security for the payment of such primary
obligation, (ii) to purchase property, securities or services for the
purpose of assuring the payment of such primary obligation, or (iii) to
maintain working capital, equity capital or other financial statement condition
or liquidity of the primary obligor so as to enable the primary obligor to pay
such primary obligation.


 


The “amount”
or “principal amount” of any Indebtedness at any time of determination
represented by (t) any Indebtedness, issued at a price that is less than
the principal amount at maturity thereof, shall be the amount of the liability
in respect thereof determined in accordance with GAAP, (u) any Capitalized
Lease shall be the principal component of the aggregate of the rentals
obligation under such Capitalized Lease payable over the term thereof that is
not subject to termination by the lessee, (v) any sale of receivables
shall be the amount of unrecovered capital or principal investment of the
purchaser (other than the Borrower or any of its wholly-owned Subsidiaries)
thereof, excluding amounts representative of yield or interest earned on such
investment, (w) any Synthetic Lease shall be the stipulated loss value,
termination value or other equivalent amount, (x) any derivative contract
referred to in clause (i) shall be the maximum amount (after giving
effect to netting) of any termination or loss payment required to be paid by
such Person if such derivative contract were, at the time of determination, to
be terminated by reason of any event of default or early termination event
thereunder, whether or not such event of default or early termination event has
in fact occurred, (y) any equity related purchase obligation shall be the
maximum fixed redemption or purchase price thereof inclusive of any accrued and
unpaid dividends to be comprised in such redemption or purchase price and
(z) any guaranty or other contingent liability referred to in
clause (k) shall be an amount equal to the stated or determinable amount
of the primary obligation in respect of which such guaranty or other contingent
obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as determined by such Person in good faith, in each
case subject to any limitation contained in such guaranty or other contingent
liability.


 


Indemnified
Liabilities. See §14.7.


 


Ineligible
Securities. Securities which may not be
underwritten or dealt in by member banks of the Federal Reserve System under Section 16
of the Banking Act of 1933 (12 U.S.C. §24, Seventh), as amended.


 


13

















 


Intellectual
Property Assignment. The Assignment of Security
Interest in form and substance reasonably satisfactory to the Administrative
Agent.


 


Interest
Coverage Ratio. As of any date of determination, the
ratio of (a) Consolidated EBITDA, to, (b) Consolidated Total
Interest Expense.


 


Interest
Payment Date. (a) As to any Base Rate Loan, the
last day of the calendar quarter with respect to interest accrued during such
quarter, including, without limitation, the quarter which includes the Drawdown
Date of such Base Rate Loan; and (b) as to any Eurodollar Rate Loan in
respect of which the Interest Period is (i) 3 months or less, the last day
of such Interest Period and (ii) more than 3 months, the date that is
3 months from the first day of such Interest Period and, in addition, the
last day of such Interest Period.


 


Interest
Period. With respect to each Revolving Credit Loan, (a) initially,
the period commencing on the Drawdown Date of such Loan and ending on the last
day of one of the periods set forth below, as selected by the Borrower in a
Loan and Letter of Credit Request or as otherwise required by the terms of this
Credit Agreement (i) for any Base Rate Loan, the last day of the calendar
quarter; and (ii) for any Eurodollar Rate Loan, 1, 2, 3 or 6 months; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Revolving Credit Loan and ending on the last day of one of
the periods set forth above, as selected by the Borrower in a Conversion
Request; provided that all of the foregoing provisions relating to
Interest Periods are subject to the following:


 


(a)                                  if
any Interest Period with respect to a Eurodollar Rate Loan would otherwise end
on a day that is not a Eurodollar Business Day, that Interest Period shall be
extended to the next succeeding Eurodollar Business Day unless the result of
such extension would be to carry such Interest Period into another calendar
month, in which event such Interest Period shall end on the immediately
preceding Eurodollar Business Day;


 


(b)                                 if
any Interest Period with respect to a Base Rate Loan would end on a day that is
not a Business Day, that Interest Period shall end on the next succeeding
Business Day;


 


(c)                                  if
the Borrower shall fail to give notice as provided in §2.7, the Borrower shall
be deemed to have requested a conversion of the affected Eurodollar Rate Loan
to a Base Rate Loan and the continuance of all Base Rate Loans as Base Rate
Loans on the last day of the then current Interest Period with respect thereto;


 


(d)                                 any
Interest Period relating to any Eurodollar Rate Loan that begins on the last
Eurodollar Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Eurodollar Business Day of a calendar month; and


 


(e)                                  any
Interest Period that would otherwise extend beyond the Revolving Credit Loan
Maturity Date shall end on the Revolving Credit Loan Maturity Date.


 


Interest Rate
Agreement. Any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement, interest rate futures
contract, interest rate option


 


14

















 


agreement or
other similar agreement or arrangement to which the Borrower and any Lender is
a party, designed to protect the Borrower against fluctuations in interest
rates.


 


Investments.
All expenditures made and all liabilities incurred (contingently or otherwise)
for the acquisition of stock or Indebtedness of, or for loans, advances,
capital contributions or transfers of property (other than in the ordinary
course of business) to, or in respect of any guaranties (or other commitments
as described under Indebtedness), or obligations of, any other Person. In
determining the aggregate amount of Investments outstanding at any particular
time:  (a) the amount of any
Investment represented by a guaranty (subject to any limitation contained in
such guaranty) shall be taken at not less than the principal amount of the
obligations guaranteed and still outstanding; (b) there shall be deducted
in respect of each such Investment any amount received as a return of capital
(but only by repurchase, redemption, retirement, repayment, liquidating
dividend or liquidating distribution); (c) there shall not be deducted in
respect of any Investment any amounts received as earnings on such Investment,
whether as dividends, interest or otherwise; and (d) there shall not be
deducted from the aggregate amount of Investments any decrease in the value
thereof.


 


Issuing Lender.
WFF or any other Lender that, at the request of Borrower and with the consent
of Administrative Agent, agrees, in such Lender’s sole discretion, to become an
Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings pursuant to Section 4.1.


 


L/C.
See §4.1.


 


L/C
Disbursement. A payment made by the Issuing Lender
pursuant to a Letter of Credit.


 


L/C
Undertaking. See §4.1.


 


Lender
Affiliate. (a) With respect to any Lender, (i) an
Affiliate of such Lender or (ii) any entity (whether a corporation,
partnership, limited liability company, trust or legal entity) that is engaged
in making, purchasing, holding or otherwise investing in bank loans and similar
extensions of credit in the ordinary course of its business and is administered
or managed by such Lender or an Affiliate of such Lender and (b) with
respect to any Lender that is a fund which invests in bank loans and similar
extensions of credit, any other entity (whether a corporation, partnership,
limited liability company, trust or other legal entity) that is a fund that
invests in bank loans and similar extensions of credit and is managed by the
same investment advisor as such Lender or by an Affiliate of such investment
advisor.


 


Lenders.
WFF and the other lending institutions listed on Schedule l(a) hereto
and any other Person who becomes an assignee of any rights and obligations of a
Lender pursuant to §15.


 


Lender Group.
Individually and collectively, each of the Lenders (including the Issuing
Lender) and Administrative Agent.


 


Letter of
Credit. An L/C or an L/C Undertaking, as the context
requires.


 


15

















 


Letter of
Credit Usage  As
of any date of determination, the aggregate undrawn amount of all outstanding
Letters of Credit.


 


Letter of
Credit Application. See §4.1.


 


Letter of
Credit Fee. The fees set forth in §4.3.


 


Letter of
Credit Participation. See §4.1.


 


Leverage Ratio.
As at any date of determination, the ratio of (a) Consolidated Total
Funded Debt outstanding on such date, to, (b) Consolidated EBITDA
for the Reference Period ending on such date.


 


Lien.
Any mortgage, deed of trust, security interest, pledge, hypothecation,
assignment, attachment, deposit arrangement, encumbrance, lien (statutory,
judgment or otherwise), or other security agreement or preferential arrangement
of any kind or nature whatsoever (including any conditional sale or other title
retention agreement, any Capitalized Lease, any Synthetic Lease, any financing
lease involving substantially the same economic effect as any of the foregoing
and the filing of any financing statement under the UCC or comparable law of
any jurisdiction).


 


Loan Documents.
This Credit Agreement, the Revolving Credit Notes, the Letter of Credit
Applications, the Compliance Certificate, the Letters of Credit, the Mortgages,
the Copyright Mortgage, the Trademark Assignments, the Administrative Agent’s
Fee Letter, the Agency Account Agreements, the Concentration Account
Agreements, the Control Agreements, the Reaffirmation Agreement, the
Transitional Arrangements Agreement, the Assignment Agreements, the Mortgage
Assignments, Mortgage Amendments, the Intellectual Property Assignment, and the
Resignation and Appointment of Agent Agreement, each agreement pursuant to
which the Administrative Agent is granted a Lien to secure Obligations
(including, without limitation, the Security Documents) and each other
agreement, certificate, document or instrument delivered in connection with any
Loan Document, whether or not specifically mentioned herein or therein, in each
case as amended, supplemented, amended and restated or otherwise modified from
time to time.


 


Loan and
Letter of Credit Request. A written notice of each
Revolving Credit Loan and Letter of Credit requested pursuant to this Credit
Agreement, substantially in the form of Exhibit C hereto.


 


Loans.
Collectively, the Revolving Credit Loans and the Swing Line Loans.


 


Local Account.
See §8.14.


 


Maintenance
Capital Expenditures. Capital Expenditures that are
not Growth Capital Expenditures. For purposes of calculating the financial
covenants in Section 10 hereof, Maintenance Capital Expenditures shall be
the greater of (i) Maintenance Capital Expenditures for such fiscal year
and (ii) $15,000,000.


 


16

















 


Material
Adverse Effect. With respect to any event or
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration or governmental investigation or proceeding):


 


(a)                                  a
material adverse effect on the business, assets, liabilities (actual or
contingent), condition (financial or otherwise), operations or prospects of the
Borrower and its Subsidiaries, taken as a whole;


 


(b)                                 a
material adverse effect on the ability of the Borrower or any of its
Subsidiaries taken as a whole, to perform any of their respective
Obligations under any of the Loan Documents to which it is a party; or


 


(c)                                  any
material impairment of the validity, binding effect or enforceability of this
Credit Agreement or any of the other Loan Documents, any material impairment of
the rights, remedies or benefits available to the Administrative Agent or any
Lender under any Loan Document or any material impairment of the attachment,
perfection or priority of any Lien of the Administrative Agent under the
Security Documents.


 


Maximum
Drawing Amount. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as
such aggregate amount may be reduced from time to time pursuant to the
terms of the Letters of Credit.


 


Minimum
Aggregate Appraisal Amount. At any time of
determination, the Total Commitment, multiplied  by, 2.25.


 


Moody’s.
Moody’s Investors Services, Inc.


 


Mortgage
Assignments. Mortgage Assignments in favor of
Administrative Agent in form and substance reasonably satisfactory to the
Administrative Agent.


 


Mortgage
Amendments. Amendments to the Mortgages in favor of
Administrative Agent in form and substance reasonably satisfactory to the
Administrative Agent.


 


Mortgaged
Property. Any Real Estate which is subject to any
Mortgage.


 


Mortgages.
The several mortgages and deeds of trust from the Borrower and its Restricted
Subsidiaries to the Administrative Agent with respect to the fee and leasehold
interests of the Borrower and its Restricted Subsidiaries in the Real Estate,
in form and substance reasonably satisfactory to the Administrative Agent.


 


Multiemployer
Plan. Any multiemployer plan within the meaning of
§3(37) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate.


 


Net Cash Debt
Issuance Proceeds. With respect to any Debt Issuance
of any Person, the excess of the gross cash proceeds received by such Person
for such Debt Issuance after deduction of all reasonable and customary
transaction expenses (including, without limitation, underwriting discounts and
commissions) actually incurred in connection with such a sale or other
issuance.


 


17

















 


Net Cash
Equity Issuance Proceeds. With respect to any Equity
Issuance of any Person, the excess of the gross cash proceeds received by such
Person for such Equity Issuance after deduction of all reasonable and customary
transaction expenses (including, without limitation, underwriting discounts and
commissions) actually incurred in connection with such a sale or other
issuance.


 


Net Cash Sale
Proceeds. The net cash proceeds received by a Person
in respect of any Asset Sale, less the sum of (a) all reasonable
out-of-pocket fees, commissions and other reasonable and customary direct
expenses actually incurred in connection with such Asset Sale, including the
amount of any taxes required to be paid by such Person in connection with such
Asset Sale, (b) the aggregate amount of cash so received by such Person
which is required to be used to retire (in whole or in part) any Indebtedness
(other than under the Loan Documents) of such Person permitted by this Credit
Agreement that was secured by a lien or security interest permitted by this
Credit Agreement having priority over the liens and security interests (if any)
of the Administrative Agent (for the benefit of the Administrative Agent and
the Lenders) with respect to such assets transferred and which is required to
be repaid in whole or in part (which repayment, in the case of any other
revolving credit arrangement or multiple advance arrangement, reduces the
commitment thereunder) in connection with such Asset Sale, and (c) amounts
to be provided by the Borrower or any Subsidiary, as the case may be, as a
reserve against any liabilities associated with the assets sold or disposed of
in such Asset Sale and retained by the Borrower or such Subsidiary, as the case
may be, after such Asset Sale, including pension and other post-employment
benefit liabilities and liabilities related to environmental matters and
liabilities under any indemnification obligation associated with the assets
sold or disposed of in such Asset Sale; provided, that (x) the
Borrower shall notify the Administrative Agent on or prior to the date of such
Asset Sale of the amount of such reserve, and (y) the amount of such
reserve shall be reasonably acceptable to the Administrative Agent.


 


Ninth Amendment.
The Limited Consent and Amendment No. 9 to Revolving Credit Agreement,
dated as of December 9, 2005, among the Borrower the Lenders and the
Administrative Agent.


 


Net Casualty
Proceeds. With respect to any Casualty Event, the
amount of any insurance proceeds or condemnation awards received by the
Borrower or any of its Restricted Subsidiaries in connection with such Casualty
Event, individually or in the aggregate over the course of a fiscal year (net
of all reasonable and customary collection expenses thereof).


 


New Senior
Notes. The senior notes issued pursuant to the New
Senior Note Indenture.


 


New Senior
Note Indenture. The indenture by and among the
Borrower and an indenture trustee, dated March 8, 2004, pursuant to which
up to $175,000,000 of New Senior Notes have been issued or will be issued.


 


Non-Encumbered
Properties. Any Real Estate listed on Schedule 1(e) hereto
which is not subject to any Mortgage and is not otherwise subject to any Lien
granted in connection with the Sale-Leaseback Transaction, the FFCA Mortgage
Financing or otherwise existing thereon.


 


18

















 


Obligations.
All indebtedness, obligations and liabilities of any of the Borrower and its
Subsidiaries to any of the Lenders and the Administrative Agent, individually
or collectively, existing on the date of this Credit Agreement or arising
thereafter, direct or indirect, joint or several, absolute or contingent,
matured or unmatured, liquidated or unliquidated, secured or unsecured, arising
by contract, operation of law or otherwise, arising or incurred under this
Credit Agreement, any of the other Loan Documents (including any fees or any
interest accruing during, or which would have accrued but for, the pendency of
any proceeding of the type described in §13.1(h), regardless of whether a claim
therefor is allowed in whole or in part in any such proceeding), any
Interest Rate Agreement, any cash management services provided by any Lender or
in respect of any of the Loans made or Reimbursement Obligations incurred or
any of the Revolving Credit Notes, the Letter of Credit Applications, the
Letters of Credit, or other instruments at any time evidencing any thereof.


 


Operating
Account. See §2.6.1.


 


Original
Closing Date. December 17, 2001.


 


Original
Credit Agreement. Has the meaning set forth in the
recitals to this Agreement.


 


Outstanding.
With respect to the Loans, the aggregate unpaid principal thereof as of any
date of determination.


 


PBGC.
The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any
successor entity or entities having similar responsibilities.


 


Perfection
Certificates. The Perfection Certificates as defined
in the Security Agreements.


 


Permitted
Acquisitions. Any purchase or lease by the Borrower or
any of its Restricted Subsidiaries of not more than five (5) restaurant
locations during any one fiscal year in which the following conditions are
satisfied:


 


(a)                                  immediately
before and after giving effect to such purchase or lease, no Default shall have
occurred and be continuing or would result therefrom;


 


(b)                                 the
Borrower shall have delivered to the Administrative Agent a Compliance
Certificate for the period of four full fiscal quarters immediately preceding
such acquisition (prepared in good faith and in a manner and using such
methodology which is consistent with the most recent financial statements
delivered pursuant to §8.4) giving pro forma effect to the consummation of such
purchase or lease and evidencing compliance with the covenants set forth in
§10;


 


(c)                                  the
Permitted Acquisitions shall not exceed $7,000,000 in the aggregate per fiscal
year and such amounts shall be a Growth Capital Expenditure for purposes of Section 10.2;


 


19

















 


provided,
however, for any Permitted Acquisition that is less than $3,000,000 in
the aggregate, the condition set forth in clause (b) above shall not have
to be satisfied by the Borrower.


 


Permitted
Asset Sales. The sale or other disposition of any
assets (other than assets sold pursuant to Permitted Unit Sales) arising from
discontinuance of operations (including, without limitation furniture, fixtures
and equipment) or from any re-franchising arrangement by the Borrower to any
Person or business to which the Administrative Agent has consented in writing
in its reasonable discretion in which the following conditions are satisfied:


 


(a)                                  the
purchase and sale documentation is in form, scope and substance reasonably
satisfactory to the Administrative Agent in its sole discretion;


 


(b)                                 immediately
before and after giving effect to such sale, no Default shall have occurred and
be continuing or would result therefrom;


 


(c)                                  the
aggregate amount of net cash proceeds of any individual property sold in a
Permitted Asset Sale shall not exceed $1,800,000;


 


(d)                                 each
Permitted Asset Sale is for not less than fair market value (as determined by
the Borrower in good faith) and the consideration received consists of no less
than 90% in cash; and


 


(e)                                  the
aggregate amount of net cash proceeds of all Permitted Asset Sales shall not,
in the aggregate, exceed $7,500,000 in any fiscal year.


 


Permitted
Discretion. A determination made in the exercise of
reasonable (from the perspective of a secured lender) business judgment.


 


Permitted
Liens. Liens permitted by §9.2.


 


Permitted
Intercompany Sales. The sale or other disposition of
assets (a) by the Borrower to any Restricted Subsidiary or (b) by any
Restricted Subsidiary to the Borrower or any other Restricted Subsidiary, in
each case in which the following conditions are satisfied:


 


(a)                                  immediately
before and after giving effect to such sale, no Default shall have occurred and
be continuing or would result therefrom; and


 


(b)                                 the
Permitted Intercompany Sales shall not exceed $5,000,000 in the aggregate.


 


Permitted
Units. The restaurant or other locations listed on Schedule 1(f).


 


Permitted Unit
Sales. The sale or other disposition of a Permitted
Unit by the Borrower or any Restricted Subsidiary to any Person or business in
which the following conditions are satisfied:


 


(a)                                  immediately
before and after giving effect to such sale, no Default shall have occurred and
be continuing or would result therefrom;


 


20

















 


(b)                                 the
Permitted Unit Sales shall not exceed $3,500,000 in the aggregate; and


 


(c)                                  each
Permitted Unit Sale is for fair market value and the consideration received
consists of no less than 80% in cash.


 


Person.
Any individual, corporation, limited liability company, partnership, limited
liability partnership, trust, other unincorporated association, business, or
other legal entity, and any Governmental Authority.


 


Previous
Administrative Agent. Has the meaning set forth in the
recitals to this Agreement.


 


Previous
Lenders. Has the meaning set forth in the recitals to
this Agreement.


 


RCRA.
See §7.18(a).


 


Reaffirmation
Agreement. The Reaffirmation Agreement by Borrower and
its Restricted Subsidiaries in favor of the Lender Group in form and
substance reasonably satisfactory to the Administrative Agent.


 


Real Estate.
All real property (including any attendant fixtures) at any time owned or
leased (as lessee or sublessee) by the Borrower or any of its Restricted
Subsidiaries.


 


Record.
The grid attached to a Revolving Credit Note, or the continuation of such grid,
or any other similar record, including computer records, maintained by any
Lender with respect to any Loan referred to in such Revolving Credit Note.


 


Reference
Lender. Wells Fargo.


 


Reference
Period. With respect to any fiscal quarter, the period
comprising such fiscal quarter and the three immediately preceding fiscal
quarters treated as a single accounting period.


 


Refinancing
Indebtedness. Indebtedness that refunds, refinances,
replaces, renews, repays or extends (including pursuant to any defeasance or
discharge mechanism) (collectively, “refinances,” and “refinanced” shall have a
correlative meaning) any Indebtedness including Indebtedness that refinances
other Refinancing Indebtedness; provided,
however, that (1) the
Refinancing Indebtedness has a stated maturity no earlier than the stated
maturity of the Indebtedness being refinanced, (2) such Refinancing
Indebtedness is incurred in an aggregate principal amount (or if issued with
original issue discount, an aggregate issue price) that is equal to or less
than the sum of the aggregate principal amount (or if issued with original
issue discount, the aggregate accreted value) then outstanding of the
Indebtedness being refinanced plus the amount of accrued and unpaid interest on
the Indebtedness being refinanced, any premium paid to the holders of the
Indebtedness being refinanced and reasonable expenses incurred in connection
with the incurrence of the Refinancing Indebtedness and (3) the material
terms of such Refinancing Indebtedness shall be on terms which are not
materially more onerous on the Borrower than the terms in the Indebtedness
being refinanced.


 


21

















 


Register.
See §15.3.


 


Reimbursement
Obligation. The Borrower’s obligation to reimburse the
Administrative Agent and the Lenders on account of any drawing under any Letter
of Credit as provided in §4.1.


 


Rental Expense.
All payments made or required to be made by the Borrower or any of its
Subsidiaries, as lessee or sublessee under any operating lease of real or
personal property as rental payments and contingent rentals, in each case, as
calculated in accordance with GAAP, minus, rental income of the Borrower
and its Subsidiaries paid in cash from any operating sublease of real property.


 


Required
Lenders. As of any date, the Lenders holding at least
66.7% of the outstanding principal amount of the Revolving Credit Notes and if
no such principal is outstanding, the Lenders whose aggregate Commitments
constitute at least 66.7% of the Total Commitment.


 


Resignation
and Appointment of Agent Agreement. The Resignation
and Appointment of Agent Agreement in form and substance reasonably
satisfactory to the Administrative Agent.


 


Restaurant
Concentration Account. See §8.14.


 


Restricted
Payment. In relation to the Borrower and its
Subsidiaries, any (a) Distribution, (b) payment or prepayment in
respect of Capital Stock by the Borrower or its Subsidiaries to the Borrower’s
or any Subsidiary’s shareholders (or other equity holders), in each case, other
than to the Borrower, or (c) derivatives or other transactions with any
financial institution, commodities or stock exchange or clearinghouse (a “Derivatives
Counterparty”) obligating the Borrower or any Restricted Subsidiary to make
payments to such Derivatives Counterparty as a result of any change in market
value of any Capital Stock of the Borrower or such Subsidiary.


 


Restricted
Subsidiary. Each Subsidiary that is not an
Unrestricted Subsidiary.


 


Revolving
Credit Loan Maturity Date. June 30, 2007.


 


Revolving
Credit Loans. Revolving credit loans made or to be
made by the Lenders to the Borrower pursuant to §2.


 


Revolving
Credit Note Record. A Record with respect to a
Revolving Credit Note.


 


Revolving
Credit Notes. The revolving promissory notes of the
Borrower in substantially the form of Exhibit B attached
hereto.


 


Risk
Participation Liability. As to each Letter of Credit,
all reimbursement obligations of Borrower to the Issuing Lender with respect to
an L/C Undertaking, consisting of (a) the amount available to be drawn or
which may become available to be drawn, (b) all


 


22






 













 


amounts that
have been paid by the Issuing Lender to the Underlying Issuer to the extent not
reimbursed by Borrower, whether by the making of a Loan or otherwise, and (c) all
accrued and unpaid interest, fees, and expenses payable with respect thereto.


 


Sale-Leaseback
Transaction. The sale-leaseback transaction as
evidenced and otherwise described in the Purchase Agreement and Escrow
Instructions, dated as of the Original Closing Date, by and among Realty Income
Corporation, as buyer, and the Borrower, as seller.


 


Sale-Leaseback
Transaction Documents. Any and all documents and
instruments delivered or executed in connection with the Sale Leaseback
Transaction, as the same may be amended, supplemented or amended and
restated or otherwise modified from time to time in accordance with §9.8.


 


Security
Interest Subordination Agreements. Each of (a) the
Security Interest Subordination Agreements, dated as of the Original Closing
Date, among the SPVs, the Borrower and the Administrative Agent, and (b) the
Security Interest Subordination Agreement, dated as of the Original Closing
Date, among GECC, the Borrower and the Administrative Agent.


 


S&P.
Standard & Poor’s Ratings Group.


 


SARA.
See §7.18(a).


 


SEC.
The Securities and Exchange Commission.


 


Security
Agreements. The several Security Agreements between
the Borrower and its Restricted Subsidiaries and the Administrative Agent, in form and
substance reasonably satisfactory to the Administrative Agent.


 


Security
Documents. The Guaranty, the Security Agreements, the
Mortgages, the Trademark Assignments, the Copyright Mortgages, the Stock Pledge
Agreement and all other instruments and documents, including without limitation
Uniform Commercial Code financing statements, required to be executed or
delivered pursuant to any Security Document.


 


Settlement.
The making or receiving of payments, in immediately available funds, by the
Lenders, to the extent necessary to cause each Lender’s actual share of the
outstanding amount of Revolving Credit Loans (after giving effect to any Loan
and Letter of Credit Request) to be equal to such Lender’s Commitment
Percentage of the outstanding amount of such Revolving Credit Loans (after
giving effect to any Loan and Letter of Credit Request), in any case where,
prior to such event or action, the actual share is not so equal.


 


Settlement
Amount. See §2.9.1.


 


Settlement
Date. (a) The Drawdown Date relating to any Loan
and Letter of Credit Request, (b) Friday of each week, or if a Friday is
not a Business Day, the Business Day immediately following such Friday, (c) at
the option of the Administrative Agent, on any Business Day following a day on
which the account officers of the Administrative Agent active upon the Borrower’s
account become aware of the existence of an Event of Default, (d) any


 


23

















 


Business Day
on which the amount of Revolving Credit Loans outstanding from WFF plus WFF’s
Commitment Percentage of the sum of the Maximum Drawing Amount and any Unpaid
Reimbursement Obligations is equal to or greater than WFF’s Commitment
Percentage of the Total Commitment, (e) any day on which any conversion of
a Base Rate Loan to a Eurodollar Rate Loan occurs, and (f) any Business
Day on which (i) the amount of outstanding Revolving Credit Loans decreases
and (ii) the amount of the Administrative Agent’s Revolving Credit Loans
outstanding equals zero Dollars ($0).


 


Settling
Lender. See §2.9.1.


 


SPV.
Collectively, Friendly’s Realty I, LLC, a Delaware limited liability company,
Friendly’s Realty II, LLC, a Delaware limited liability company, and Friendly’s
Realty III, LLC, a Delaware limited liability company, or one or more successor
special purpose vehicles which hold title to any of the assets held by the SPVs
existing on the Closing Date.


 


Stock Pledge
Agreement. The Stock Pledge Agreement between the
Borrower and its Restricted Subsidiaries, if applicable, and the Administrative
Agent, in form and substance reasonably satisfactory to the Administrative
Agent.


 


Subordinated
Promissory Note. That certain Subordinated Promissory
Note, dated April 11, 2001, in the principal amount of $4,250,000, by
J&B Restaurant Partners of Long Island, LLC and J&B Restaurant Partners
of Long Island II, LLC in favor of Borrower.


 


Subsidiary.
Any corporation, association, trust, or other business entity of which the
designated parent shall at any time own directly or indirectly through a
Subsidiary or Subsidiaries at least a majority (by number of votes) of the
outstanding Voting Stock.


 


Survey.
In relation to the manufacturing plant and headquarters located at 1855 Boston
Road, Wilbraham, Massachusetts 01095, an instrument survey for such property
dated as of a date subsequent to the Original Closing Date, which shall show
the location of all buildings, structures, easements and utility lines on such
property, shall be sufficient to remove the survey exception from the Title
Policy, shall show that all buildings and structures are within the lot lines
of such property, shall not show any encroachments by others, shall show the
zoning district or districts in which such property is located, shall show any
flood hazard district as established by the Federal Emergency Management Agency
or any successor agency or equivalent of any other Governmental Authority and
shall show whether such property is located in any flood plain, flood hazard or
wetland protection district established by any Governmental Authority.


 


Surveyor
Certificate. In relation to each Mortgaged Property
for which a Survey has been conducted, a certificate executed by the surveyor
who prepared such Survey dated as of a recent date and containing such
information relating to such Mortgaged Property as the Administrative Agent or
the Title Insurance Company may require, such certificate to be
satisfactory to the Administrative Agent in form and substance.


 


Swing Line
Loans. See §2.6.2.


 


24

















 


Synthetic
Lease. Any lease of goods or other property, whether
real or personal, which is treated as an operating lease under GAAP and as a
loan or financing for U.S. income tax purposes.


 


Title
Insurance Company. Commonwealth Title Insurance
Company or Lawyers Title Insurance Company, each a wholly-owned subsidiary of
Landamerica Title Insurance Company.


 


Title Policy.
In relation to each Core Mortgaged Property, an ALTA standard form title
insurance policy issued by the Title Insurance Company (with such reinsurance
or co-insurance as the Administrative Agent may require, any such
reinsurance to be with direct access endorsements) in such amount as may be
determined by the Administrative Agent insuring the priority of the Mortgage of
such Core Mortgaged Property and that the Borrower or one of its Restricted
Subsidiaries holds marketable fee simple or leasehold title, as the case may be,
to such Core Mortgaged Property, subject only to the encumbrances permitted by
such Mortgage and which shall not contain exceptions for mechanics liens,
persons in occupancy (except Borrower) or, in respect of the manufacturing
plant and headquarters located at 1855 Boston Road, Wilbraham, Massachusetts
01095, matters which would be shown by a survey (except as may be
permitted by such Mortgage), shall not insure over any matter except to the
extent that any such affirmative insurance is reasonably acceptable to the
Administrative Agent in its reasonable discretion, and shall contain such
endorsements and affirmative insurance as the Administrative Agent in its
reasonable discretion may require, but only to the extent available,
including but not limited to (a) comprehensive endorsement, (b) variable
rate of interest endorsement, (c) usury endorsement, (d) revolving
credit endorsement and (e) doing business endorsement.


 


Total
Commitment. The sum of the Commitments of the Lenders,
as in effect from time to time, and which shall be in the aggregate principal
amount not to exceed $35,000,000.


 


Trademark
Assignments. The several Trademark Assignments made by
the Borrower and its Restricted Subsidiaries in favor of the Administrative
Agent and the Assignments of Trademarks and Service Marks executed in
connection therewith in form and substance reasonably satisfactory to the
Administrative Agent.


 


Transitional
Arrangements Agreement. The Transitional Arrangements
Agreement by and among Administrative Agent, Previous Administrative Agent,
Borrower, and Previous Lenders in form and substance reasonably
satisfactory to the Administrative Agent.


 


Type.
As to any Revolving Credit Loan, its nature as a Base Rate Loan or a Eurodollar
Rate Loan.


 


Underlying
Issuer. A third Person which is the beneficiary of an
L/C Undertaking and which has issued a letter of credit at the request of the
Issuing Lender for the benefit of Borrower.


 


Underlying
Letter of Credit. A letter of credit that has been
issued by an Underlying Issuer.


 


25

















 


Units.
The restaurant locations listed on Schedule 1(g) constituting
all restaurant locations owned or leased by the Borrower or any of its
Subsidiaries as of the Closing Date.


 


Unpaid
Reimbursement Obligation. Any Reimbursement Obligation
for which the Borrower does not reimburse the Administrative Agent and the
Lenders on the date specified in, and in accordance with, §4.1.


 


Unrestricted
Subsidiary. Restaurant Insurance Corporation, the
SPVs, any Foreign Subsidiary or any other Subsidiary designated as an
Unrestricted Subsidiary and formed in compliance with §§9.3(i) and 9.5.


 


Voting Stock.
Stock or similar interests, of any class or classes (however designated),
the holders of which are at the time entitled, as such holders, to vote for the
election of a majority of the directors (or persons performing similar
functions) of the corporation, association, trust or other business entity
involved, whether or not the right so to vote exists by reason of the happening
of a contingency.


 


Wells Fargo.
Wells Fargo Bank, N.A.


 


WFF.
Wells Fargo Foothill, Inc., a California corporation.


 


York
Sale-Leaseback Transaction. The sale-leaseback
transaction in respect of distribution facility located at 600 Bartlett Road,
York, Pennsylvania as evidenced and otherwise described in a to be negotiated
purchase agreement, by and among a buyer, and the Borrower, as seller.


 


1.2                               Rules of
Interpretation.


 


(a)                                  A
reference to any document or agreement shall include such document or agreement
as amended, modified or supplemented from time to time in accordance with its
terms and the terms of this Credit Agreement.


 


(b)                                 The
singular includes the plural and the plural includes the singular.


 


(c)                                  The
term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.”


 


(d)                                 A
reference to any law includes any amendment or modification to such law.


 


(e)                                  A
reference to any Person includes its permitted successors and permitted
assigns.


 


(f)                                    Accounting
terms not otherwise defined herein have the meanings assigned to them by GAAP
applied on a consistent basis by the accounting entity to which they refer.


 


26

















 


(g)                                 The
words “include,” “includes” and “including” are not limiting.


 


(h)                                 All
terms not specifically defined herein or by GAAP, which terms are defined in
the Uniform Commercial Code as in effect in the Commonwealth of
Massachusetts, have the meanings assigned to them therein, with the term “instrument”
being that defined under Article 9 of the Uniform Commercial Code.


 


(i)                                     Reference
to a particular “§” refers to that section of this Credit Agreement unless
otherwise indicated.


 


(j)                                     The
words “herein,” “hereof,” “hereunder” and words of like import shall refer to
this Credit Agreement as a whole and not to any particular section or
subdivision of this Credit Agreement.


 


(k)                                  Unless
otherwise expressly indicated, in the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and
including,” the words “to” and “until” each mean “to but excluding,” and the
word “through” means “to and including.”


 


(l)                                     This
Credit Agreement and the other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar matters. All
such limitations, tests and measurements are, however, cumulative and are to be
performed in accordance with the terms thereof.


 


(m)                               This
Credit Agreement and the other Loan Documents are the result of negotiation
among, and have been reviewed by counsel to, among others, the Administrative
Agent and the Borrower and are the product of discussions and negotiations
among all parties. Accordingly, this Credit Agreement and the other Loan
Documents are not intended to be construed against the Administrative Agent or
any of the Lenders merely on account of the Administrative Agent’s or any
Lender’s involvement in the preparation of such documents.


 


2.                                      THE REVOLVING CREDIT
FACILITY.


 


2.1                               Commitment
to Lend. Subject to the terms and conditions set forth in this Credit
Agreement, each of the Lenders severally agrees to lend to the Borrower, and
the Borrower may borrow, repay, and reborrow from time to time from the
Closing Date up to but not including the Revolving Credit Loan Maturity Date
upon notice by the Borrower to the Administrative Agent given in accordance
with §2.6, such sums as are requested by the Borrower up to a maximum aggregate
amount outstanding (after giving effect to all amounts requested) at any one
time equal to such Lender’s Commitment minus such Lender’s Commitment
Percentage of the sum of the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations, provided that the sum of the outstanding
amount of the Revolving Credit Loans (after giving effect to all amounts
requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement
Obligations shall not at any time exceed the Total Commitment at such time. The
Revolving Credit Loans shall be made pro  rata in accordance with
each Lender’s Commitment Percentage. Each request for a Revolving Credit Loan
hereunder shall constitute a representation and warranty by the Borrower that
the conditions set forth in §11 and


 


27

















 


§12,
in the case of the initial Revolving Credit Loans to be made on the Closing
Date, and §12, in the case of all other Revolving Credit Loans, have been
satisfied on the date of such request.


 


2.2                               Commitment
Fee. The Borrower agrees to pay to the Administrative Agent for the accounts
of the Lenders in accordance with their respective Commitment Percentages a
commitment fee (the “Commitment Fee”) calculated at the rate per annum
of the Applicable Margin with respect to the Commitment Fee as in effect from
time to time on the average daily amount during each calendar quarter or
portion thereof from the date hereof, Closing Date or other applicable date to
the Revolving Credit Loan Maturity Date by which the Total Commitment minus the
sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations
exceeds the outstanding amount of Revolving Credit Loans during such calendar
quarter. The Commitment Fee shall be payable quarterly in arrears on the first
day of each calendar quarter for the immediately preceding calendar quarter
commencing on the first such date following the date hereof, with a final
payment on the Revolving Credit Loan Maturity Date or any earlier date on which
the Commitments shall terminate.


 


2.3                               Reduction
of Total Commitment. The Borrower shall have the right at any time and
from time to time upon five (5) Business Days’ prior written notice to the
Administrative Agent to reduce by $1,000,000 or an integral multiple thereof or
to terminate entirely the Total Commitment whereupon the Commitments of the
Lenders shall be reduced pro rata in accordance with their
respective Commitment Percentages of the amount specified in such notice or, as
the case may be, terminated. Promptly after receiving any notice of the
Borrower delivered pursuant to this §2.3, the Administrative Agent will notify
the Lenders of the substance thereof. Upon the effective date of any such
reduction or termination, the Borrower shall pay to the Administrative Agent
for the respective accounts of the Lenders the full amount of any Commitment
Fee then accrued on the amount of the reduction. No reduction or termination of
the Commitments may be reinstated.


 


2.4                               The
Revolving Credit Notes. The Revolving Credit Loans shall be evidenced
by separate Revolving Credit Notes, dated as of the Closing Date (or such other
date on which a Lender may become a party hereto in accordance with §15
hereof) and completed with appropriate insertions. One Revolving Credit Note
shall be payable to the order of each Lender in a principal amount equal to
such Lender’s Commitment or, if less, the outstanding amount of all Revolving
Credit Loans made by such Lender, plus interest accrued thereon, as set forth
below. The Borrower irrevocably authorizes each Lender to make or cause to be
made, at or about the time of the Drawdown Date of any Revolving Credit Loan or
at the time of receipt of any payment of principal on such Lender’s Revolving
Credit Note, an appropriate notation on such Lender’s Revolving Credit Note
Record reflecting the making of such Revolving Credit Loan or (as the case may be)
the receipt of such payment. The outstanding amount of the Revolving Credit
Loans set forth on such Lender’s Revolving Credit Note Record shall be prima
facie evidence of the principal amount thereof owing and unpaid to such
Lender absent manifest error, but the failure to record, or any error in so
recording, any such amount on such Lender’s Revolving Credit Note Record shall
not limit or otherwise affect the obligations of the Borrower hereunder or
under any Revolving Credit Note to make payments of principal of or interest on
any Revolving Credit Note when due.


 


2.5                               Interest
on Revolving Credit Loans. Except as otherwise provided in §5.10:


 


28

















 


(a)                                  Each
Revolving Credit Loan which is a Base Rate Loan shall bear interest for the
period commencing with the Drawdown Date thereof and ending on the last day of
the Interest Period with respect thereto at the rate per annum equal to the
Base Rate plus the Applicable Margin with respect to Base Rate Loans as
in effect from time to time.


 


(b)                                 Each
Revolving Credit Loan which is a Eurodollar Rate Loan shall bear interest for
the period commencing with the Drawdown Date thereof and ending on the last day
of the Interest Period with respect thereto at the rate per annum equal to the
Eurodollar Rate determined for such Interest Period plus the Applicable
Margin with respect to Eurodollar Rate Loans as in effect from time to time.


 


The Borrower
promises to pay interest on each Revolving Credit Loan in arrears on each
Interest Payment Date with respect thereto.


 


2.6                               Requests
for Revolving Credit Loans.


 


2.6.1                                        General.
The Borrower shall give to the Administrative Agent a Loan and Letter of Credit
Request no less than (a) one (1) Business Day prior to the proposed
Drawdown Date of any Base Rate Loan and (b) three (3) Eurodollar
Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan. Each
such notice shall specify (i) the principal amount of the Revolving Credit
Loan requested, (ii) the proposed Drawdown Date of such Revolving Credit
Loan, (iii) the Interest Period for such Revolving Credit Loan and (iv) the
Type of such Revolving Credit Loan. Promptly upon receipt of any such notice,
the Administrative Agent shall notify each of the Lenders thereof. Each Loan
and Letter of Credit Request shall be irrevocable and binding on the Borrower
and shall obligate the Borrower to accept the Revolving Credit Loan requested
from the Lenders on the proposed Drawdown Date. Each Loan shall be in a minimum
aggregate amount of $250,000 or an integral multiple thereof and shall be made
to the Borrower’s operating account, as such operating account number is
delivered to the Administrative Agent from time to time (the “Operating
Account”).


 


2.6.2                                        Swing
Line. Notwithstanding the notice and minimum amount requirements set
forth in §2.6.1 but otherwise in accordance with the terms and conditions of
this Credit Agreement, the Administrative Agent may, in its sole discretion and
without conferring with the Lenders, make Revolving Credit Loans to the
Borrower to the Operating Account in an amount as requested by the Borrower, in
an aggregate outstanding amount not to exceed $2,000,000. The Borrower
acknowledges and agrees that the making of such Revolving Credit Loans shall,
in each case, be subject in all respects to the provisions of this Credit
Agreement as if they were Revolving Credit Loans covered by a Loan and Letter
of Credit Request including, without limitation, the limitations set forth in
§2.1 and the requirements that the applicable provisions of §11 (in the case of
Revolving Credit Loans made on the Closing Date) and §12 be satisfied. All
actions taken by the Administrative Agent pursuant to the provisions of this
§2.6.2 shall be conclusive and binding on the Borrower and the Lenders absent
the Administrative Agent’s gross negligence or willful misconduct. Revolving
Credit Loans made pursuant to this §2.6.2 shall be Base Rate Loans until
converted in accordance with the provisions of the Credit Agreement and, prior
to a Settlement, such interest shall be for the account of the Administrative
Agent.


 


29

















 


2.7                               Conversion
Options.


 


2.7.1                                        Conversion
to Different Type of Revolving Credit Loan. The Borrower may elect
from time to time to convert any outstanding Revolving Credit Loan to a
Revolving Credit Loan of the other Type, provided that (a) with
respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan,
the Borrower shall give the Administrative Agent at least one (1) Business
Day’s prior written notice of such election; (b) with respect to any such
conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall
give the Administrative Agent at least three (3) Eurodollar Business Days’
prior written notice of such election; and (c) no Revolving Credit Loan may be
converted into a Eurodollar Rate Loan when any Default or Event of Default has
occurred and is continuing. On the date on which such conversion is being made
each Lender shall take such action as is necessary to transfer its Commitment
Percentage of such Revolving Credit Loans to its Domestic Lending Office or its
Eurodollar Lending Office, as the case may be. All or any part of
outstanding Revolving Credit Loans of any Type may be converted into a
Revolving Credit Loan of the other Type as provided herein, provided
that any partial conversion shall be in an aggregate principal amount of
$250,000 or a whole multiple thereof. Each Conversion Request relating to the
conversion of a Revolving Credit Loan to a Eurodollar Rate Loan shall be
irrevocable by the Borrower.


 


2.7.2                                        Continuation
of Type of Revolving Credit Loan. Any Revolving Credit Loan of any Type may be
continued as a Revolving Credit Loan of the same Type upon the expiration of an
Interest Period with respect thereto by compliance by the Borrower with the
notice provisions contained in §2.7.1; provided that no Eurodollar Rate
Loan may be continued as such when any Default or Event of Default has
occurred and is continuing, but shall be automatically converted to a Base Rate
Loan on the last day of the first Interest Period relating thereto ending
during the continuance of any Default or Event of Default of which officers of
the Administrative Agent active upon the Borrower’s account have actual
knowledge. In the event that the Borrower fails to provide any such notice with
respect to the continuation of any Eurodollar Rate Loan as such, then such
Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan on
the last day of the first Interest Period relating thereto. The Administrative
Agent shall notify the Lenders promptly when any such automatic conversion
contemplated by this §2.7 is scheduled to occur.


 


2.7.3                                        Eurodollar
Rate Loans. Any conversion to or from Eurodollar Rate Loans shall be in
such amounts and be made pursuant to such elections so that, after giving
effect thereto, the aggregate principal amount of all Eurodollar Rate Loans
having the same Interest Period shall not be less than $250,000 or a whole
multiple of $100,000 in excess thereof. No more than six (6) Eurodollar
Rate Loans having different Interest Periods may be outstanding at any
time.


 


2.8                               Funds
for Revolving Credit Loan.


 


2.8.1                                        Funding
Procedures. Not later than 11:00 a.m. (California time) on the
proposed Drawdown Date of any Revolving Credit Loans (other than Revolving
Credit Loans made pursuant to §2.6.2), each of the Lenders will make available
to the Administrative Agent, at the Administrative Agent’s Office, in immediately
available funds, the amount of such Lender’s Commitment Percentage of the
amount of the requested Revolving Credit Loans. Upon


 


30

















 


receipt from each Lender of such amount, and upon
receipt of the documents required by §§11 and 12 and the satisfaction of the
other conditions set forth therein, to the extent applicable, the
Administrative Agent will make available to the Borrower the aggregate amount
of such Revolving Credit Loans made available to the Administrative Agent by
the Lenders. The failure or refusal of any Lender to make available to the
Administrative Agent at the aforesaid time and place on any Drawdown Date the
amount of its Commitment Percentage of the requested Revolving Credit Loans (a) shall
not relieve any other Lender from its several obligation hereunder to make
available to the Administrative Agent the amount of such other Lender’s
Commitment Percentage of any requested Revolving Credit Loans, or (b) shall
not impose upon any other Lender any liability with respect to such failure or
refusal or otherwise increase the Commitment of such other Lender.


 


2.8.2                                        Advances
by Administrative Agent. The Administrative Agent may, unless notified
to the contrary by any Lender prior to a Drawdown Date, assume that such Lender
has made available to the Administrative Agent on such Drawdown Date the amount
of such Lender’s Commitment Percentage of the Revolving Credit Loans to be made
on such Drawdown Date, and the Administrative Agent may (but it shall not
be required to), in reliance upon such assumption, make available to the
Borrower a corresponding amount. If any Lender makes available to the
Administrative Agent such amount on a date after such Drawdown Date, such
Lender shall pay to the Administrative Agent on demand an amount equal to such
amount plus interest thereon at the Defaulting Lender Rate until paid in full. A
statement of the Administrative Agent submitted to such Lender with respect to
any amounts owing under this paragraph shall be prima  facie
evidence of the amount due and owing to the Administrative Agent by such Lender.
If the amount of such Lender’s Commitment Percentage of such Revolving Credit
Loans is not made available to the Administrative Agent by such Lender within
three (3) Business Days following such Drawdown Date, the Administrative
Agent shall be entitled to recover such amount from the Borrower on demand,
with interest thereon at the rate per annum applicable to the Revolving Credit
Loans made on such Drawdown Date.


 


2.9                               Settlements.


 


2.9.1                                        General.
On each Settlement Date, the Administrative Agent shall, not later than 11:00 a.m.
(California time), give telephonic or facsimile notice (a) to the Lenders
and the Borrower of the respective outstanding amount of Revolving Credit Loans
made by the Administrative Agent on behalf of the Lenders from the immediately
preceding Settlement Date through the close of business on the prior day and
the amount of any Eurodollar Rate Loans to be made (following the giving of
notice pursuant to §2.6.1(b)) on such date pursuant to a Loan and Letter of
Credit Request and (b) to the Lenders of the amount (a “Settlement
Amount”) that each Lender (a “Settling Lender”) shall pay to effect
a Settlement of any Revolving Credit Loan. A statement of the Administrative
Agent submitted to the Lenders and the Borrower or to the Lenders with respect
to any amounts owing under this §2.9 shall be prima  facie
evidence of the amount due and owing. Each Settling Lender shall, not later
than 3:00 p.m. (California time) on such Settlement Date, effect a wire
transfer of immediately available funds to the Administrative Agent in the
amount of the Settlement Amount for such Settling Lender. All funds advanced by
any Lender as a Settling Lender pursuant to this §2.9 shall for all purposes be
treated as a Revolving Credit Loan made by such Settling Lender to the Borrower
and all funds received by any Lender pursuant to this §2.9 shall for all
purposes be treated as repayment of amounts owed


 


31

















 


with respect to Revolving Credit Loans made by such
Lender. In the event that any bankruptcy, reorganization, liquidation,
receivership or similar cases or proceedings in which the Borrower is a debtor
prevent a Settling Lender from making any Revolving Credit Loan to effect a
Settlement as contemplated hereby, such Settling Lender will make such
dispositions and arrangements with the other Lenders with respect to such
Revolving Credit Loans, either by way of purchase of participations,
distribution, pro  tanto assignment of claims, subrogation or
otherwise as shall result in each Lender’s share of the outstanding Revolving
Credit Loans being equal, as nearly as may be, to such Lender’s Commitment
Percentage of the outstanding amount of the Revolving Credit Loans.


 


2.9.2                                        Failure
to Make Funds Available. The Administrative Agent may, unless notified
to the contrary by any Settling Lender prior to a Settlement Date, assume that
such Settling Lender has made or will make available to the Administrative
Agent on such Settlement Date the amount of such Settling Lender’s Settlement
Amount, and the Administrative Agent may (but it shall not be required
to), in reliance upon such assumption, make available to the Borrower a
corresponding amount. If any Settling Lender makes available to the
Administrative Agent such amount on a date after such Settlement Date, such
Settling Lender shall pay to the Administrative Agent on demand such amount
plus interest thereon at the Defaulting Lender Rate until paid in full. A
statement of the Administrative Agent submitted to such Settling Lender with
respect to any amounts owing under this §2.9.2 shall be prima facie evidence of
the amount due and owing to the Administrative Agent by such Settling Lender. If
such Settling Lender’s Settlement Amount is not made available to the
Administrative Agent by such Settling Lender within three (3) Business
Days following such Settlement Date, the Administrative Agent shall be entitled
to recover such amount from the Borrower on demand, with interest thereon at
the rate per annum applicable to the Revolving Credit Loans as of such
Settlement Date.


 


2.9.3                                        No
Effect on Other Lenders. The failure or refusal of any Settling Lender
to make available to the Administrative Agent at the aforesaid time and place
on any Settlement Date the amount of such Settling Lender’s Settlement Amount
shall not (a) relieve any other Settling Lender from its several
obligations hereunder to make available to the Administrative Agent the amount
of such other Settling Lender’s Settlement Amount, or (b) impose upon any
Lender, other than the Settling Lender so failing or refusing, any liability
with respect to such failure or refusal or otherwise increase the Commitment of
such other Lender.


 


2.10                        Repayments
of Revolving Credit Loans From Concentration Account After Event of Default.
Following the occurrence and during the continuance of an Event of Default, at
its election, Administrative Agent may instruct any bank, depositary
institution or securities intermediary to liquidate all funds or other assets
previously transferred or credited to a Concentration Account, a Restaurant
Concentration Account or any other Deposit Account or securities account of
Borrower or any of its Restricted Subsidiaries and transfer the proceeds
thereof to Administrative Agent’s Account and apply such proceeds to the
Obligations in accordance with §13.4.


 


32

















 


3.                                      REPAYMENT OF THE REVOLVING CREDIT LOANS.


 


3.1                               Maturity.
The Borrower promises to pay on the Revolving Credit Loan Maturity Date, and
there shall become absolutely due and payable on the Revolving Credit Loan
Maturity Date, all of the Revolving Credit Loans outstanding on such date,
together with any and all accrued and unpaid interest thereon, any unpaid Fees
and any Unpaid Reimbursement Obligations.


 


3.2                               Mandatory
Repayments of Revolving Credit Loans.


 


(a)                                  If
at any time the sum of the outstanding amount of the Revolving Credit Loans,
the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the
Total Commitment at such time, then the Borrower shall immediately pay the
amount of such excess to the Administrative Agent for the respective accounts
of the Lenders for application:  first,
to any Unpaid Reimbursement Obligations; second, to the Revolving Credit Loans;
and third, to provide to the Administrative Agent cash collateral for
Reimbursement Obligations as contemplated by §4.1. Each payment of any Unpaid
Reimbursement Obligations or prepayment of Revolving Credit Loans shall be
allocated among the Lenders, in proportion, as nearly as practicable, to each
Reimbursement Obligation or (as the case may be) the respective unpaid
principal amount of each Lender’s Revolving Credit Note, with adjustments to
the extent practicable to equalize any prior payments or repayments not exactly
in proportion.


 


(b)                                 Concurrently
with the receipt by the Borrower or any Restricted Subsidiary of:


 


(i)                                     Net
Cash Sale Proceeds from Asset Sales (other than (A) the sale, lease,
license or other disposition of assets in the ordinary course of business
consistent with past practices, (B) Asset Sales made in connection with
the Sale-Leaseback Transaction and the FFCA Mortgage Financing, (C) Excess
Properties Sales, or (D) Permitted Unit Sales), the Borrower shall pay to
the Administrative Agent for the respective accounts of the Lenders an amount
equal to one hundred percent (100%) of such Net Cash Sale Proceeds; provided,
however, that the Borrower may, at its option (as elected by the
Borrower in writing to the Administrative Agent on or prior to the event giving
rise to such Net Cash Sale Proceeds), so long as in each fiscal year
(commencing with the 2005 fiscal year) the aggregate amount of such Net Cash
Sale Proceeds reinvested by the Borrower pursuant to this clause (i) shall
not exceed $2,000,000 and so long as no Default shall have occurred and be
continuing, reinvest (or commit to reinvest as evidenced by a binding written
contract upon terms reasonably acceptable to the Administrative Agent) such Net
Cash Sale Proceeds in Capital Expenditures to be used in the business of the
Borrower and its Restricted Subsidiaries within 180 days of receipt
thereof (the “Asset Sale Capital Expenditure Proceeds”); provided,
further, however, that any Net Cash Sale Proceeds not so
reinvested (or committed to be reinvested upon terms reasonably acceptable to
the Administrative Agent) within 180 days of receipt thereof shall be
immediately applied to the prepayment of the Loans as set forth in § 3.4;


 


(ii)                                  Net
Cash Equity Issuance Proceeds of the Borrower or any of its Restricted
Subsidiaries, the Borrower shall pay to the Administrative Agent for the


 


33

















 


respective accounts of the Lenders an amount equal to
seventy-five percent (75%) of such Net Cash Equity Issuance Proceeds;


 


(iii)                               Net
Cash Debt Issuance Proceeds of the Borrower or any of its Restricted
Subsidiaries (other than any Net Cash Debt Issuance Proceeds of Indebtedness
permitted pursuant to §9.1), the Borrower shall pay to the Administrative Agent
for the respective accounts of the Lenders an amount equal to one hundred
percent (100%) of such Net Cash Debt Issuance Proceeds; or


 


(iv)                              Net
Casualty Proceeds in excess of $500,000 in the aggregate of the Borrower or any
of its Restricted Subsidiaries, the Borrower shall pay to the Administrative
Agent for the respective accounts of the Lenders an amount equal to one hundred
percent (100%) of such Net Casualty Proceeds; provided, however,
the Borrower may, at its option (as elected by the Borrower in writing to the
Administrative Agent within 90 days from the event giving rise to such Net
Casualty Proceeds) commit (as evidenced by a binding written contract) such Net
Casualty Proceeds within 180 days of receipt of such proceeds to the
repair or replacement of the property so damaged, destroyed or taken, and, if
so committed, such repair or replacement of the property so damaged, destroyed
or taken shall have been commenced within 270 days of receipt of such
proceeds pursuant to such binding written contract; provided, further,
however, that any Net Casualty Proceeds not so reinvested, or committed
to be so reinvested, as the case may be, shall be immediately applied to
the prepayment of the Loans as set forth in §3.4;


 


(c)                                  The
Borrower shall repay in full to the Revolving Credit Lenders all principal
amounts outstanding under the Revolving Credit Loans on or after May 1 and
on or before June 15 of each calendar year during the term hereof, commencing
with the 2006 calendar year, such that 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 for a period of not less than 15 consecutive days immediately
following the date of such repayment, the amount of all outstanding Revolving
Credit Loans (excluding all Unpaid Reimbursement Obligations) shall be zero. Such
payments shall not be made from the proceeds of the Loans or any other
Indebtedness unless such Indebtedness is permitted pursuant to § 9.1.


 


3.3                               Optional
Repayments of Revolving Credit Loans. The Borrower shall have the
right, at its election, to repay the outstanding amount of the Revolving Credit
Loans, as a whole or in part, at any time without penalty or premium to be
applied in the manner provided for in §3.4. The Borrower shall give the
Administrative Agent, no later than 10:00 a.m., California time, at least
one (1) Business Day’s prior written notice of any proposed prepayment
pursuant to this §3.3 of Base Rate Loans, and three (3) Eurodollar
Business Days’ notice of any proposed prepayment pursuant to this §3.3 of
Eurodollar Rate Loans, in each case specifying the proposed date of prepayment
of Revolving Credit Loans and the principal amount to be prepaid. Each such
partial prepayment of the Revolving Credit Loans shall be in an integral
multiple of $250,000, shall be accompanied by the payment of accrued interest
on the principal prepaid to the date of prepayment and shall be applied, in the
absence of instruction by the Borrower, first to the principal of Base Rate
Loans and then to the principal of Eurodollar Rate Loans. Each partial
prepayment shall be allocated among the Lenders, in proportion, as nearly as
practicable,


 


34

















 


to
the respective unpaid principal amount of each Lender’s Revolving Credit Note,
with adjustments to the extent practicable to equalize any prior repayments not
exactly in proportion.


 


3.4                               Application
of Payments. All payments made pursuant to §3.2(b) shall be applied to
reduce the outstanding amount of the Revolving Credit Loans and to permanently
reduce the Total Commitment by such amount; provided, that any payments
made pursuant to §3.2(b) shall not reduce the Total Commitment if on the
date such payment is made (x) no Default has occurred and is continuing
and (y) no Revolving Credit Loans are outstanding; provided, further,
that if (x) a Default has occurred and is continuing and (y) no
Revolving Credit Loans are outstanding, the Total Commitment shall be reduced
by the amount of payments made pursuant to §3.2(b). Such mandatory prepayments
shall be allocated among the Lenders in proportion, as nearly as practicable,
to the respective outstanding amounts of each Lender’s Revolving Credit Notes,
with adjustments to the extent practicable to equalize any prior prepayments
not exactly in proportion. Subject to the first proviso in this §3.4, no
amounts repaid pursuant to this §3.4 may be reborrowed.


 


4.                                      LETTERS OF CREDIT.


 


4.1                               Letter
of Credit Commitments.


 


4.1.1                                        Subject
to the terms and conditions of this Agreement, the Issuing Lender agrees to
issue letters of credit for the account of Borrower (each, an “L/C”) or
to purchase participations or execute indemnities or reimbursement obligations
(each such undertaking, an “L/C Undertaking”) with respect to letters of
credit issued by an Underlying Issuer (as of the Closing Date, the prospective
Underlying Issuer is to be Wells Fargo) for the account of Borrower. Each
request for the issuance of a Letter of Credit (a “Letter of Credit
Application”), or the amendment, renewal, or extension of any outstanding
Letter of Credit, shall be made in writing by an Authorized Person and
delivered to the Issuing Lender and Administrative Agent via hand delivery,
telefacsimile, or other electronic method of transmission reasonably in advance
of the requested date of issuance, amendment, renewal, or extension. Each such
request shall be in form and substance satisfactory to the Issuing Lender
in its Permitted Discretion and shall specify (i) the amount of such
Letter of Credit, (ii) the date of issuance, amendment, renewal, or
extension of such Letter of Credit, (iii) the expiration date of such
Letter of Credit, (iv) the name and address of the beneficiary thereof (or
the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such
other information (including, in the case of an amendment, renewal, or
extension, identification of the outstanding Letter of Credit to be so amended,
renewed, or extended) as shall be necessary to prepare, amend, renew, or extend
such Letter of Credit. If requested by the Issuing Lender, Borrower also shall
be an applicant under the application with respect to any Underlying Letter of
Credit that is to be the subject of an L/C Undertaking. The Issuing Lender
shall have no obligation to issue a Letter of Credit if any of the following
would result after giving effect to the issuance of such requested Letter of
Credit:


 


(a)                                  the
Letter of Credit Usage would exceed $20,000,0000, or


 


(b)                                 the
Letter of Credit Usage would exceed the Total Commitments less the outstanding amount of the
Loans.


 


35

















 


Borrower and
the Lender Group acknowledge and agree that certain Underlying Letters of
Credit have been issued to support letters of credit that already are
outstanding as of the Closing Date and which are identified on Schedule 1(h).
Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be
in form and substance acceptable to the Issuing Lender (in the exercise of
its Permitted Discretion), including the requirement that the amounts payable
thereunder must be payable in Dollars. If Issuing Lender is obligated to
advance funds under a Letter of Credit, Borrower immediately shall reimburse
such L/C Disbursement to Issuing Lender by paying to Administrative Agent an
amount equal to such L/C Disbursement not later than 11:00 a.m.,
California time, on the date that such L/C Disbursement is made, if Borrower
shall have received written or telephonic notice of such L/C Disbursement prior
to 10:00 a.m., California time, on such date, or, if such notice has not
been received by Borrower prior to such time on such date, then not later than
11:00 a.m., California time, on the Business Day that Borrower receives
such notice, if such notice is received prior to 10:00 a.m., California
time, on the date of receipt, and, in the absence of such reimbursement, the
L/C Disbursement immediately and automatically shall be deemed to be a
Revolving Credit Loan hereunder and, initially, shall bear interest at the rate
then applicable to Revolving Credit Loans that are Base Rate Loans. To the
extent an L/C Disbursement is deemed to be a Revolving Credit Loan hereunder,
Borrower’s obligation to reimburse such L/C Disbursement shall be discharged
and replaced by the resulting Revolving Credit Loan. Promptly following receipt
by Administrative Agent of any payment from Borrower pursuant to this
paragraph, Administrative Agent shall distribute such payment to the Issuing
Lender or, to the extent that Lenders have made payments pursuant to Section 4.1.2
to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as
their interests may appear.


 


4.1.2                                        Promptly
following receipt of a notice of L/C Disbursement pursuant to Section 4.1.1
each Lender agrees to fund its Commitment Percentage of any Revolving Credit
Loan deemed made pursuant to the foregoing subsection on the same terms
and conditions as if Borrower had requested such Revolving Credit Loan and
Administrative Agent shall promptly pay to Issuing Lender the amounts so
received by it from the Lenders. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Lender or the Lenders with a
Commitment, the Issuing Lender shall be deemed to have granted to each Lender,
and each Lender shall be deemed to have purchased, a participation in each
Letter of Credit (a “Letter of Credit Participation”), in an amount
equal to its Commitment Percentage of the Risk Participation Liability of such
Letter of Credit, and each such Lender agrees to pay to Administrative Agent,
for the account of the Issuing Lender, such Lender’s Commitment Percentage of
any payments made by the Issuing Lender under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to Administrative Agent, for the
account of the Issuing Lender, such Lender’s Commitment Percentage of each L/C
Disbursement made by the Issuing Lender and not reimbursed by Borrower (the “Unpaid
Reimbursement Obligations”) on the date due as provided in Section 4.1.1,
or of any reimbursement payment required to be refunded to Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to deliver to
Administrative Agent, for the account of the Issuing Lender, an amount equal to
its respective Commitment Percentage of each L/C Disbursement made by the
Issuing Lender pursuant to this Section 4.1.2 shall be absolute and
unconditional and such remittance shall be made notwithstanding the occurrence
or continuation of an Event of Default or Default or the failure to satisfy any
condition set forth in


 


36

















 


Section 11. If any such Lender
fails to make available to Administrative Agent the amount of such Lender’s
Commitment Percentage of each L/C Disbursement made by the Issuing Lender in
respect of such Letter of Credit as provided in this Section, such Lender shall
be deemed to be a Defaulting Lender and Administrative Agent (for the account
of the Issuing Lender) shall be entitled to recover such amount on demand from
such Lender together with interest thereon at the Defaulting Lender Rate until
paid in full.


 


4.1.3                                        Borrower
hereby agrees to indemnify, save, defend, and hold the Lender Group harmless
from any loss, cost, expense, or liability, and reasonable attorneys fees
incurred by the Lender Group arising out of or in connection with any Letter of
Credit; provided, however, that Borrower shall not be obligated
hereunder to indemnify for any loss, cost, expense, or liability to the extent
that it is caused by the gross negligence or willful misconduct of the Issuing
Lender or any other member of the Lender Group. Borrower agrees to be bound by
the Underlying Issuer’s regulations and interpretations of any Underlying
Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by
Issuing Lender to or for Borrower’s account, even though this interpretation may be
different from Borrower’s own, and Borrower understands and agrees that the
Lender Group shall not be liable for any error, negligence, or mistake, whether
of omission or commission, in following Borrower’s instructions or those
contained in the Letter of Credit or any modifications, amendments, or
supplements thereto. Borrower understands that the L/C Undertakings may require
Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities
arising out of claims by Borrower against such Underlying Issuer. Borrower
hereby agrees to indemnify, save, defend, and hold the Lender Group harmless
with respect to any loss, cost, expense (including reasonable attorneys fees),
or liability incurred by the Lender Group under any L/C Undertaking as a result
of the Lender Group’s indemnification of any Underlying Issuer; provided,
however, that Borrower shall not be obligated hereunder to indemnify for
any loss, cost, expense, or liability to the extent that it is caused by the
gross negligence or willful misconduct of the Issuing Lender or any other
member of the Lender Group. Borrower hereby acknowledges and agrees that
neither the Lender Group nor the Issuing Lender shall be responsible for delays,
errors, or omissions resulting from the malfunction of equipment in connection
with any Letter of Credit.


 


4.1.4                                        Borrower
hereby authorizes and directs any Underlying Issuer to deliver to the Issuing
Lender all instruments, documents, and other writings and property received by
such Underlying Issuer pursuant to such Underlying Letter of Credit and to
accept and rely upon the Issuing Lender’s instructions with respect to all
matters arising in connection with such Underlying Letter of Credit and the
related application.


 


Any and all issuance charges, commissions, fees, and costs incurred by
the Issuing Lender relating to Underlying Letters of Credit immediately shall
be reimbursable by Borrower to Administrative Agent for the account of the
Issuing Lender; it being acknowledged and agreed by Borrower that the
Underlying Issuer also imposes a schedule of charges for amendments,
extensions, drawings, and renewals.


 


4.2                               Reliance
by Administrative Agent. To the extent not inconsistent with §4.1, the
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying upon, any Letter of Credit, draft, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex
or teletype message, statement, order or other document believed by it


 


37

















 


in
good faith to be genuine and correct and to have been signed, sent or made by
the proper Person or Persons and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to
take any action under this Credit Agreement unless it shall first have received
such advice or concurrence of the Required Lenders as it reasonably deems
appropriate or it shall first be indemnified to its reasonable satisfaction by
the Lenders against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Credit Agreement in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon the Lenders and all
future holders of the Revolving Credit Notes or of a Letter of Credit
Participation.


 


4.3                               Letter
of Credit Fees.


 


4.3.1                                        Issuance
Fee. Borrower shall pay Administrative Agent (for the ratable benefit
of the Lenders, subject to any agreements between Administrative Agent and
individual Lenders), a Letter of Credit fee (in addition to the charges,
commissions, fees, and costs set forth in Section 4.1 which shall
accrue at a rate equal to the Applicable Margin per annum in effect from time
to time times the Daily Balance
of the undrawn amount of all outstanding Letters of Credit.


 


4.3.2                                        Fronting
Fee. The Borrower agrees to pay the Administrative Agent a fronting fee
for its own account for each Letter of Credit issued by the Administrative
Agent in the amount agreed to between the Borrower and the Administrative Agent
in the Administrative Agent’s Fee Letter.


 


5.                                      CERTAIN GENERAL PROVISIONS.


 


5.1                               Administrative
Agent’s Fee. The Borrower shall pay to the Administrative Agent
annually in advance, for the Administrative Agent’s own account, the Fees set
forth in the Administrative Agent’s Fee Letter.


 


5.2                               Funds
for Payments.


 


5.2.1                                        Payments
to Administrative Agent. All payments of principal, interest,
Reimbursement Obligations, Fees and any other amounts due hereunder or under
any of the other Loan Documents shall be made on the due date thereof to the
Administrative Agent in Dollars, for the respective accounts of the Lenders and
the Administrative Agent, at the Administrative Agent’s Office or at such other
place that the Administrative Agent may from time to time designate, in
each case on or prior to 11:00 a.m. (California time or other local time
at the place of payment) and in immediately available funds.


 


5.2.2                                        No
Offset, etc. All payments by the Borrower hereunder and under
any of the other Loan Documents shall be made without recoupment, setoff or
counterclaim and free and clear of and without deduction for any taxes, levies,
imposts, duties, charges, fees, deductions, withholdings, compulsory loans,
restrictions or conditions of any nature now or hereafter imposed or levied by
any jurisdiction or any political subdivision thereof or taxing or


 


38

















 


other authority therein (excluding franchise taxes and
taxes imposed on or measured by the net income, profits or receipts of the
Administrative Agent or any Lender, all such non-excludable items being called “Taxes”)
unless the Borrower is compelled by law to make such deduction or withholding. If
any such obligation is imposed upon the Borrower in respect of any Taxes with
respect to any amount payable by it hereunder or under any of the other Loan
Documents, the Borrower will pay to the Administrative Agent, for the account
of the Lenders or (as the case may be) the Administrative Agent, on the
date on which such amount is due and payable hereunder or under such other Loan
Document, such additional amount in Dollars as shall be necessary to enable the
Lenders or the Administrative Agent to receive the same net amount which the
Lenders or the Administrative Agent would have received on such due date had no
such obligation been imposed upon the Borrower. The Borrower will deliver
promptly to the Administrative Agent certificates or other valid vouchers for
all taxes or other charges deducted from or paid with respect to payments made
by the Borrower hereunder or under such other Loan Document.


 


5.2.3                                        Non-U.S.
Lenders. Each Lender and the Administrative Agent that is not a U.S. Person
as defined in Section 7701(a)(30) of the Code for federal income tax
purposes (a “Non-U.S. Lender”) hereby agrees that, if and to the extent
it is legally able to do so, it shall, prior to the date of the first payment
by the Borrower hereunder to be made to such Lender or the Administrative Agent
or for such Lender’s or the Administrative Agent’s account, deliver to the
Borrower and the Administrative Agent, as applicable, such certificates,
documents or other evidence, as and when required by the Code or Treasury
Regulations issued pursuant thereto, including (a) in the case of a
Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of
the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN
or Form W-8ECI and any other certificate or statement of exemption
required by Treasury Regulations, or any subsequent versions thereof or
successors thereto, properly completed and duly executed by such Lender or the
Administrative Agent establishing that with respect to payments of principal,
interest or fees hereunder it is (i) not subject to United States federal
withholding tax under the Code because such payment is effectively connected
with the conduct by such Lender or Administrative Agent of a trade or business
in the United States or (ii) totally exempt or partially exempt from
United States federal withholding tax under a provision of an applicable tax
treaty and (b) in the case of a Non-U.S. Lender that is not a “bank”
for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and
substance reasonably satisfactory to the Administrative Agent and the Borrower
and to the effect that such Non-U.S. Lender (i) is not a “bank” for
purposes of Section 881(c)(3)(A) of the Code, is not subject to
regulatory or other legal requirements as a bank in any jurisdiction, and has
not been treated as a bank for purposes of any tax, securities law or other
filing or submission made to any governmental authority, any application made
to a rating agency or qualification for any exemption from any tax, securities
law or other legal requirements, (ii) is not a ten (10) percent
shareholder of the Borrower for purposes of Section 881(c)(3)(B) of
the Code and (iii) is not a controlled foreign corporation receiving
interest from a related person for purposes of Section 881(c)(3)(C) of
the Code, together with a properly completed Internal Revenue Service Form W-8BEN
or W-9, as applicable (or successor forms). Each Lender or the Administrative
Agent agrees that it shall, promptly upon a change of its lending office or the
selection of any additional lending office, to the extent the forms previously
delivered by it pursuant to this section are no longer effective, and
promptly upon the Borrower’s or the Administrative Agent’s reasonable request
after the occurrence of any other event (including the passage of time)


 


39

















 


requiring the delivery of a Form W-8BEN, Form W-8ECI
or W-9 in addition to or in replacement of the forms previously delivered,
deliver to the Borrower and the Administrative Agent, as applicable, if and to
the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN,
Form W-8ECI or W-9, as applicable (or any successor forms thereto). The Borrower
shall not be required to pay any additional amounts to any Non-U.S. Lender
in respect of United States federal withholding tax pursuant to §5.2.2 above to
the extent that the obligation to pay such additional amounts would not have
arisen but for a failure by such Non-U.S. Lender to comply with the
provisions of this §5.2.3; provided, however, that the foregoing
shall not relieve the Borrower of its obligation to pay additional amounts
pursuant to §5.2.2 in the event that, as a result of any change in any
applicable law, treaty or governmental rule, regulation or order, or any change
in interpretation, administration or application thereof, a
Non-U.S. Lender that was previously entitled to receive all payments under
this Credit Agreement and the Revolving Credit Notes without deduction or
withholding of any United States federal income taxes is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender is not subject to withholding.


 


5.3                               Computations.
All computations of interest on the Loans and of Fees shall, unless otherwise
expressly provided herein, be based on a 360-day year and paid for the actual
number of days elapsed (or, in the case of interest on Base Rate Loans, a
365-day year or, if appropriate, a 366-day year). Except as otherwise provided
in the definition of the term “Interest Period” with respect to
Eurodollar Rate Loans, whenever a payment of principal on any Revolving Credit
Note becomes due on a day that is not a Business Day, the due date for such
payment shall be extended to the next succeeding Business Day, and interest
shall accrue during such extension.


 


5.4                               Inability
to Determine Eurodollar Rate. In the event, prior to the commencement
of any Interest Period relating to any Eurodollar Rate Loan, the Administrative
Agent shall determine in good faith or be notified by the Required Lenders that
they have determined in good faith that (a) by reason of circumstances
affecting the interbank eurodollar market, adequate and reasonable methods do
not exist for ascertaining the Eurodollar Rate that would otherwise determine
the rate of interest to be applicable to any Eurodollar Rate Loan during such
Interest Period or (b) the Eurodollar Rate determined or to be determined
for such Interest Period will not adequately and fairly reflect the cost to the
Lenders of making or maintaining their Eurodollar Rate Loans during such
period, the Administrative Agent shall forthwith give notice of such
determination (which shall be conclusive and binding on the Borrower and the
Lenders) to the Borrower and the Lenders. In such event and for so long as such
circumstances shall continue (i) any Loan and Letter of Credit Request or
Conversion Request with respect to Eurodollar Rate Loans shall be automatically
withdrawn and shall be deemed a request for Base Rate Loans, (ii) each
Eurodollar Rate Loan will automatically, on the last day of the then current
Interest Period relating thereto, become a Base Rate Loan, and (iii) the
obligations of the Lenders to make Eurodollar Rate Loans shall be suspended
until the Administrative Agent determines that the circumstances giving rise to
such suspension no longer exist, whereupon the Administrative Agent shall so
notify the Borrower and the Lenders.


 


5.5                               Illegality.
Notwithstanding any other provisions herein, if any future law (or any change
in any present law), regulation, treaty or directive or the interpretation or
application of such law, regulation, treaty or directive by any governmental or
regulatory body charged with the


 


40

















 


administration
thereof shall make it unlawful for any Lender to make or maintain Eurodollar
Rate Loans, such Lender shall forthwith give notice of such circumstances to
the Borrower and the other Lenders and thereupon, so long as such circumstances
shall continue, (a) the commitment of such Lender to make Eurodollar Rate
Loans or convert Base Rate Loans to Eurodollar Rate Loans shall forthwith be
suspended (but such Lender shall make Base Rate Loans concurrently with the
making of, or conversion into, Eurodollar Rate Loans by the Lender not so
affected, in each case in an amount equal to the amount of Eurodollar Loans
that would have been made or converted into by such Lender at such time in the
absence of such circumstances), and (b) such Lender’s Revolving Credit
Loans then outstanding as Eurodollar Rate Loans, if any, shall be converted
automatically to Base Rate Loans on the last day of each Interest Period applicable
to such Eurodollar Rate Loans or within such earlier period as may be
required by law. The Borrower hereby agrees promptly to pay (without
duplication of any payments required by §5.9) to the Administrative Agent for
the account of such Lender, upon demand by such Lender, any additional amounts
necessary to compensate such Lender for any costs incurred by such Lender in
making any conversion in accordance with this §5.5, including any interest or
fees payable by such Lender to lenders of funds obtained by it in order to make
or maintain its Eurodollar Rate Loans hereunder.


 


5.6                               Additional
Costs, etc. If any future applicable law (or any change in any
present law), which expression, as used herein, includes statutes, rules and
regulations thereunder and interpretations thereof by any competent court or by
any governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon
or otherwise issued to any Lender or the Administrative Agent by any central
bank or other fiscal, monetary or other authority (whether or not having the
force of law), shall:


 


(a)                                  subject
any Lender or the Administrative Agent to any Tax with respect to this Credit
Agreement, the other Loan Documents, any Letters of Credit, such Lender’s
Commitment or the Loans; or


 


(b)                                 materially
change the basis of taxation (except for changes in taxes on income or profits)
of payments to any Lender of the principal of or the interest on any Loans or
any other amounts payable to any Lender or the Administrative Agent under this
Credit Agreement or any of the other Loan Documents; or


 


(c)                                  impose
or increase or render applicable (other than to the extent specifically
provided for elsewhere in this Credit Agreement) any special deposit, reserve,
assessment, liquidity, capital adequacy or other similar requirements (whether
or not having the force of law) against assets held by, or deposits in or for
the account of, or loans by, or letters of credit issued by, or commitments of
an office of any Lender; or


 


(d)                                 impose
on any Lender or the Administrative Agent any other conditions or requirements
with respect to this Credit Agreement, the other Loan Documents, any Letters of
Credit, the Loans, such Lender’s Commitment, or any class of loans,
letters of credit or commitments of which any of the Loans or such Lender’s
Commitment forms a part, and the result of any of the foregoing is:


 


41

















 


(i)                                     to
increase the actual cost to any Lender of making, funding, issuing, renewing,
extending or maintaining any of the Loans or such Lender’s Commitment or any
Letter of Credit; or


 


(ii)                                  to
reduce the amount of principal, interest, Reimbursement Obligation or other
amount payable to such Lender or the Administrative Agent hereunder on account
of such Lender’s Commitment, any Letter of Credit or any of the Loans; or


 


(iii)                               to
require such Lender or the Administrative Agent to make any payment or to
forego any interest or Reimbursement Obligation or other sum payable hereunder,
the amount of which payment or foregone interest or Reimbursement Obligation or
other sum is calculated by reference to the gross amount of any sum receivable or
deemed received by such Lender or the Administrative Agent from the Borrower
hereunder,


 


then, and in
each such case, the Borrower will, within five (5) days of demand made by
such Lender or (as the case may be) the Administrative Agent at any time
and from time to time and as often as the occasion therefor may arise, pay
to such Lender or the Administrative Agent such additional amounts as will be
sufficient to compensate such Lender or the Administrative Agent for such
additional cost, reduction, payment or foregone interest or Reimbursement
Obligation or other sum.


 


5.7                               Capital
Adequacy. If after the date hereof any Lender or the Administrative
Agent determines in good faith that (a) the adoption of or change in any
law, governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) regarding capital requirements for banks or bank
holding companies or any change in the interpretation or application thereof by
a Governmental Authority with appropriate jurisdiction, or (b) compliance
by such Lender or the Administrative Agent or any corporation controlling such
Lender or the Administrative Agent with any law, governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law) of any
such entity regarding capital adequacy, has the effect of reducing the return
on such Lender’s or the Administrative Agent’s commitment with respect to any
Loans to a level below that which such Lender or the Administrative Agent could
have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s or the Administrative Agent’s then existing
policies with respect to capital adequacy) by any amount deemed by such Lender
or (as the case may be) the Administrative Agent, in each case determined
in good faith, to be material, then such Lender or the Administrative Agent may notify
the Borrower of such fact. To the extent that the amount of such reduction in
the return on capital is not reflected in the interest payable hereunder, the
Borrower and such Lender shall thereafter attempt to negotiate in good faith,
within thirty (30) days of the day on which the Borrower receives such notice,
an adjustment payable hereunder that will adequately compensate such Lender in
light of these circumstances. If the Borrower and such Lender are unable to
agree to such adjustment within thirty (30) days of the date on which the
Borrower receives such notice, then commencing on the date of such notice (but
not earlier than the effective date of any such increased capital requirement),
the fees payable hereunder shall increase by an amount that will, in such
Lender’s reasonable determination, provide adequate compensation. Each Lender
shall allocate such cost increases among its customers in good faith and on an
equitable basis.


 


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5.8                               Certificate.
Any Lender or the Administrative Agent claiming reimbursement or compensation
under §§5.6 or 5.7 shall deliver to the Borrower a certificate setting forth (a) any
additional amounts payable pursuant to §§5.6 or 5.7, and (b) the basis for
such claim and a calculation of the amount payable to such Lender or the
Administrative Agent in connection therewith in reasonable detail. Any such
certificate submitted by any Lender or the Administrative Agent to the
Borrower, shall be conclusive, absent manifest error, that such amounts are due
and owing.


 


5.9                               Indemnity.
The Borrower agrees to indemnify each Lender and to hold each Lender harmless
from and against any loss, cost or expense (excluding the loss of anticipated
profits) that such Lender may sustain or incur as a consequence of (a) default
by the Borrower in payment of the principal amount of or any interest on any
Eurodollar Rate Loans as and when due and payable, including any such loss or
expense arising from interest or fees payable by such Lender to banks of funds
obtained by it in order to maintain its Eurodollar Rate Loans, (b) default
by the Borrower in making a borrowing or conversion after the Borrower has
given (or is deemed to have given) a Loan and Letter of Credit Request or a
Conversion Request relating thereto in accordance with §§2.6 or 2.7, or (c) the
making of any payment of a Eurodollar Rate Loan or the making of any conversion
of any such Loan to a Base Rate Loan on a day that is not the last day of the
applicable Interest Period with respect thereto, including interest or fees
payable by such Lender to lenders of funds obtained by it in order to maintain
any such Loans.


 


5.10                        Interest
After Default. During the continuance of an Event of Default, all
principal and interest on the Loans and all other amounts payable hereunder or
under any of the other Loan Documents shall bear interest at a rate per annum
equal to 2% plus the rate of interest then applicable thereto (or, if no
rate of interest is then applicable thereto, the Base Rate).


 


5.11                        Replacement
of Lenders. If any Lender (an “Affected Lender”) (a) makes
demand upon the Borrower for (or if the Borrower is otherwise required to pay)
amounts pursuant to §§5.2.2, 5.6 or 5.7, (b) is unable to make or maintain
Eurodollar Rate Loans as a result of a condition described in §5.5 or (c) defaults
in its obligation to make Loans in accordance with the terms of this Credit
Agreement or purchase any Letter of Credit Participation, the Borrower may, so
long as no Default or Event of Default has occurred and is then continuing by
notice in writing to the Administrative Agent and such Affected Lender, (i) request
the Affected Lender to cooperate with the Borrower in obtaining a replacement
Lender reasonably satisfactory to the Administrative Agent and the Borrower
(the “Replacement Lender”); (ii) request the non-Affected Lenders
to acquire and assume all of the Affected Lender’s Loans and Commitment as provided
herein, but none of such Lenders shall be under an obligation to do so; or (iii) designate
a Replacement Lender approved by the Administrative Agent, such approval not to
be unreasonably withheld or delayed. If any satisfactory Replacement Lender shall
be obtained, and/or if any one or more of the non-Affected Lenders shall agree
to acquire and assume all of the Affected Lender’s Loans and Commitment, then
such Affected Lender shall assign, in accordance with §15, all of its
Commitment, Loans, Letter of Credit Participations, Revolving Credit Notes and
other rights and obligations under this Credit Agreement and all other Loan
Documents to such Replacement Lender or non-Affected Lenders, as the case may be,
in exchange for payment of the principal amount so assigned and all interest
and fees accrued on the amount so assigned, plus all other Obligations
then due and payable to


 


43

















 


the
Affected Lender; provided, however, that (A) such assignment
shall be without recourse, representation or warranty and shall be on terms and
conditions reasonably satisfactory to such Affected Lender and such Replacement
Lender and/or non-Affected Lenders, as the case may be, and (B) prior
to any such assignment, the Borrower shall have paid to such Affected Lender
all amounts properly demanded and unreimbursed under §§5.6 and 5.7. Upon the
effective date of such assignment, the Borrower shall issue replacement
Revolving Credit Notes to such Replacement Lender and/or non-Affected Lenders,
as the case may be, and such institution shall become a “Lender” for all
purposes under this Credit Agreement and the other Loan Documents.


 


5.12                        Mitigation.
Each Lender shall promptly notify the Borrower and the Administrative Agent of
any event of which it has actual knowledge which will result in, and will use
reasonable commercial efforts available to it (and not otherwise
disadvantageous to such Lender) to mitigate or avoid, any obligation by the
Borrower to pay any amount pursuant to, or the occurrence of any circumstances
described in §§5.2.2, 5.5, 5.6or 5.7 (and, if any Lender has given any such
notice and thereafter such event ceases to exist, such Lender shall promptly so
notify the Borrower and the Administrative Agent). Without limiting the
foregoing, each Lender will designate a different funding office (if available)
if such designation will avoid (or reduce the cost to the Borrower of) any
event described in the preceding sentence and such designation will not be
otherwise disadvantageous to such Lender.


 


6.                                      COLLATERAL SECURITY AND GUARANTIES.


 


6.1                               Security
of Borrower. The Obligations shall be secured by a perfected first
priority security interest (subject only to Permitted Liens entitled to
priority under applicable law) in all of the assets of the Borrower (other than
the Encumbered Properties or as provided in the Security Agreement and the
Stock Pledge Agreement), whether now owned or hereafter acquired, pursuant to
the terms of the Security Documents to which the Borrower is a party (provided
that (x) the Borrower shall not be required to deliver a Mortgage in
respect of any Excluded Properties, and (y) the pledge of the Capital
Stock of a Foreign Subsidiary shall be limited to 65% of the outstanding
Capital Stock of such Subsidiary).


 


6.2                               Guaranties
and Security of Restricted Subsidiaries. The Obligations shall also be
guaranteed pursuant to the terms of the Guaranty. The obligations of the
Borrower’s Restricted Subsidiaries under the Guaranty shall be in turn secured
by a perfected first priority security interest (subject only to Permitted
Liens entitled to priority under applicable law) in all of the assets of each
such Restricted Subsidiary (other than the Encumbered Properties or as provided
in the Security Agreement and the Stock Pledge Agreement), whether now owned or
hereafter acquired, pursuant to the terms of the Security Documents to which
such Restricted Subsidiary is a party (provided that (x) such
Restricted Subsidiary shall not be required to deliver a Mortgage in respect of
any Excluded Properties, and (y) the pledge of the Capital Stock of a
Foreign Subsidiary shall be limited to 65% of the outstanding Capital Stock of
such Subsidiary).


 


7.                                      REPRESENTATIONS AND WARRANTIES.


 


The Borrower
represents and warrants to the Lenders and the Administrative Agent as follows:


 


44

















 


7.1                               Corporate
Authority.


 


7.1.1                                        Incorporation;
Good Standing. Each of the Borrower and its Subsidiaries (a) is a
corporation (or similar business entity) duly organized, validly existing and
in good standing under the laws of its jurisdiction of incorporation or
formation, (b) has all requisite corporate (or the equivalent company)
power to own its property and conduct its business as now conducted and as
presently contemplated, and (c) is in good standing as a foreign
corporation (or similar business entity) and is duly authorized to do business
in each jurisdiction where such qualification is necessary except where a
failure to be so qualified would not have a Material Adverse Effect.


 


7.1.2                                        Authorization.
The execution, delivery and performance of this Credit Agreement, the other
Loan Documents, the Sale-Leaseback Transaction Documents and the FFCA Mortgage
Financing Documents to which the Borrower or any of its Subsidiaries is or is
to become a party and the transactions contemplated hereby and thereby (a) are
within the corporate (or the equivalent company) authority of such Person, (b) have
been duly authorized by all necessary corporate (or the equivalent company)
proceedings, (c) do not and will not conflict with or result in any breach
or contravention of any provision of law, statute, rule or regulation to
which the Borrower or any of its Subsidiaries is subject or any judgment,
order, writ, injunction, license or permit applicable to the Borrower or any of
its Subsidiaries, and (d) do not conflict with any provision of the
Governing Documents of, or any agreement or other instrument binding upon, the
Borrower or any of its Subsidiaries.


 


7.1.3                                        Enforceability.
The execution and delivery of this Credit Agreement, the other Loan Documents,
the Sale-Leaseback Transaction Documents and the FFCA Mortgage Financing
Documents to which the Borrower or any of its Subsidiaries is or is to become a
party will result in valid and legally binding obligations of such Person
enforceable against it in accordance with the respective terms and provisions
hereof and thereof, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors’ rights and general principles of equity
and except to the extent that availability of the remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding therefor may be brought.


 


7.2                               Governmental
Approvals. The execution, delivery and performance by the Borrower and
any of its Subsidiaries of this Credit Agreement, the other Loan Documents, the
Sale-Leaseback Transaction Documents and the FFCA Mortgage Financing Documents
to which the Borrower or any of its Subsidiaries is or is to become a party and
the transactions contemplated hereby and thereby do not require the approval or
consent of, or filing with, any governmental agency or authority, or any other
third party, other than those already obtained, filings to perfect Liens and
filings to transfer Real Estate to purchasers thereof.


 


7.3                               Title
to Properties; Leases. Except as indicated on Schedule 7.3
hereto, the Borrower and its Subsidiaries own all of the assets reflected in
the consolidated balance sheet of the Borrower and its Subsidiaries as at the
Balance Sheet Date or acquired since that date (except property and assets sold
or otherwise disposed of in the ordinary course of business since that date),
subject to no Liens, except Permitted Liens.


 


45

















 


7.4                               Financial
Statements and Projections.


 


7.4.1                                        Fiscal
Year. The Borrower and each of its Subsidiaries maintains a 52-week fiscal
year which ends on the last Sunday of each calendar year, provided, that
in any calendar year in which the last Sunday is prior to December 27, the
Borrower and each of its Subsidiaries maintains a 53-week fiscal year which
ends on the first Sunday in the month of January of the following calendar
year.


 


7.4.2                                        Financial
Statements. There has been furnished to each of the Lenders a
consolidated balance sheet of the Borrower and its Subsidiaries as of the
Balance Sheet Date, and a consolidated statement of income and cash flow
statement of the Borrower and its Subsidiaries for the fiscal year ended December 31,
2000, January 2, 2000 and December 27, 1998, certified by Arthur
Andersen LLP. Such balance sheet and statement of income have been prepared in
accordance with GAAP and fairly present the financial condition of the Borrower
as at the close of business on the date thereof and the results of operations
for the fiscal year then ended. There are no contingent liabilities of the
Borrower or any of its Subsidiaries as of such date involving material amounts,
known to the officers of the Borrower, which were not disclosed in such balance
sheet and the notes related thereto.


 


7.4.3                                        Projections.
The projections of the annual operating budgets of the Borrower and its
Subsidiaries on a consolidated basis, balance sheets and cash flow statements
for each fiscal year of Borrower from 2001 through 2006 and for the period
commencing as of the first day of Borrower’s 2007 fiscal year and ending on June 30,
2007, copies of which have been delivered to each Lender, disclose all
assumptions made with respect to general economic, financial and market
conditions used in formulating such projections. To the knowledge of the
Borrower or any of its Subsidiaries, no facts exist that (individually or in
the aggregate) would result in any material change in any of such projections. The
projections are based upon reasonable estimates and assumptions, have been
prepared on the basis of the assumptions stated therein and reflect the
reasonable estimates of the Borrower and its Subsidiaries of the results of
operations and other information projected therein (it being understood that
projections are inherently subject to uncertainties and contingencies, many of
which may be beyond the Borrower’s control, and no assurance can be given
that projections will be realized).


 


7.5                               No
Material Adverse Changes, etc. Since the Balance Sheet Date,
there has been no event or occurrence which has had a Material Adverse Effect. Since
the Balance Sheet Date, the Borrower has not made any Restricted Payment.


 


7.6                               Franchises,
Patents, Copyrights, etc. Except as set forth in Schedule 7.6
hereto, the Borrower and each of its Restricted Subsidiaries possesses, or is
licensed to use, all franchises, patents, copyrights, trademarks, trade names,
licenses and permits, and rights in respect of the foregoing, adequate for the
conduct of its business substantially as now conducted without known conflict
with any rights of others, except where such failure to possess, or be licensed
to use, could not reasonably be expected to have a Material Adverse Effect.


 


7.7                               Litigation.
Except as set forth in Schedule 7.7 hereto, there are no actions,
suits, proceedings or investigations of any kind pending or, to the best of the
Borrower’s knowledge, threatened against the Borrower or any of its
Subsidiaries before any Governmental Authority


 


46

















 


that (a) either
in any case or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, or (b) which questions or otherwise affects the
validity of the transactions contemplated by the Credit Agreement, any of the
other Loan Documents, the Sale-Leaseback Transaction Documents or the FFCA
Mortgage Financing Documents, or any action taken or to be taken pursuant
hereto or thereto.


 


7.8                               No
Materially Adverse Contracts, etc. Neither the Borrower nor any
of its Subsidiaries is subject to any Governing Document or other legal
restriction, or any judgment, decree, order, law, statute, rule or
regulation that has or could reasonably be expected in the future to have a
Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is a
party to any contract or agreement that has or could reasonably be expected, in
the judgment of the Borrower’s officers, to have a Material Adverse Effect.


 


7.9                               Compliance
with Other Instruments, Laws, etc. Neither the Borrower nor any
of its Subsidiaries is in violation of any provision of its Governing
Documents, or any agreement or instrument to which it may be subject or by
which it or any of its properties may be bound or any decree, order,
judgment, statute, license, rule or regulation, in any of the foregoing
cases in a manner that could reasonably be expected to, result in the imposition
of substantial penalties, or have a Material Adverse Effect.


 


7.10                        Tax
Status. The Borrower and its Subsidiaries (a) have filed all
federal and all other material tax returns, reports and declarations required
by law to have been filed by each of them, (b) have paid all taxes and
other governmental assessments and charges shown or determined to be due on
such returns, reports and declarations, except those being contested in good
faith and by appropriate proceedings and (c) have set aside on their books
provisions reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction, and none of the officers of the Borrower
know of any basis for any such claim.


 


7.11                        No
Event of Default. No Default or Event of Default has occurred and is
continuing.


 


7.12                        Investment
Company Act. Neither the Borrower nor any of its Subsidiaries is an “investment
company,” or an “affiliated company” or a “principal underwriter”
of an “investment company,” as such terms are defined in the Investment
Company Act of 1940.


 


7.13                        Absence
of Financing Statements, etc. Except with respect to Permitted
Liens, there is no financing statement, security agreement, chattel mortgage,
real estate mortgage or other document filed or recorded with any filing
records, registry or other public office, that purports to cover, affect or
give notice of any present or possible future Lien on any assets or property of
the Borrower or any of its Subsidiaries or any rights relating thereto.


 


7.14                        Perfection
of Security Interest. All filings, assignments, pledges and deposits of
documents or instruments have been made and all other actions have been taken
that are necessary under applicable law to establish and perfect the
Administrative Agent’s security interest in the Collateral. Except as set forth
on Schedule 7.14, the Collateral and the


 


47

















 


Administrative
Agent’s rights with respect to the Collateral are not subject to any setoff,
claims, withholdings or other defenses (other than Permitted Liens). The
Borrower or a Restricted Subsidiary of the Borrower party to one of the
Security Agreements is the owner of the Collateral free from any Lien, except
for Permitted Liens.


 


7.15                        Certain
Transactions. Except for arm’s-length transactions pursuant to which
the Borrower or any of its Subsidiaries makes payments in the ordinary course
of business upon terms no less favorable than the Borrower or such Subsidiary
could obtain from third parties, none of the officers, directors, or employees
of the Borrower or any of its Subsidiaries is presently a party to any
transaction with the Borrower or any of its Subsidiaries (other than the FFCA
Mortgage Financing, the Sale-Leaseback Transaction or in respect of services as
employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the
Borrower, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.


 


7.16                        Employee
Benefit Plans.


 


7.16.1                                 In
General. Each Employee Benefit Plan and each Guaranteed Pension Plan
has been maintained and operated in compliance in all material respects with
the provisions of ERISA and all Applicable Pension Legislation and, to the
extent applicable, the Code. The Borrower has heretofore delivered to the
Administrative Agent the most recently completed annual report, Form 5500,
with all required attachments, and actuarial statement required to be submitted
under §103(d) of ERISA, with respect to each Guaranteed Pension Plan.


 


7.16.2                                 Guaranteed
Pension Plans. Each contribution required to be made to a Guaranteed
Pension Plan, whether required to be made to avoid the incurrence of an
accumulated funding deficiency, the notice or lien provisions of §302(f) of
ERISA, or otherwise, has been timely made. No waiver of an accumulated funding
deficiency or extension of amortization periods has been received with respect
to any Guaranteed Pension Plan, and neither the Borrower nor any ERISA
Affiliate is obligated to or has posted security in connection with an
amendment to a Guaranteed Pension Plan pursuant to §307 of ERISA or §401(a)(29)
of the Code. No liability to the PBGC (other than required insurance premiums,
all of which have been paid) has been incurred by the Borrower or any ERISA
Affiliate with respect to any Guaranteed Pension Plan and since January 1,
1996, there has not been any ERISA Reportable Event (other than an ERISA
Reportable Event as to which the requirement of 30 days notice has been
waived), or any other event or condition which presents a material risk of
termination of any Guaranteed Pension Plan by the PBGC. Based on the latest
valuation of each Guaranteed Pension Plan (which in each case occurred within
twelve months of the date of this representation), and on the actuarial methods
and assumptions employed for that valuation, the aggregate benefit liabilities
of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did
not exceed the aggregate value of the assets of all such Guaranteed Pension
Plans, disregarding for this purpose the benefit liabilities and assets of any
Guaranteed Pension Plan with assets in excess of benefit liabilities, by more
than $100,000.


 


48

















 


7.16.3                                 Multiemployer
Plans. Neither the Borrower nor any ERISA Affiliate has, since January 1,
1996, incurred any material liability (including secondary liability) to any
Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan under §4201 of ERISA or as a result of a sale of assets
described in §4204 of ERISA. Neither the Borrower nor any ERISA Affiliate has
been notified that any Multiemployer Plan is in reorganization or insolvent
under and within the meaning of §4241 or §4245 of ERISA or is at risk of
entering reorganization or becoming insolvent, or that any Multiemployer Plan
intends to terminate or has been terminated under §4041A of ERISA.


 


7.17                        Use
of Proceeds.


 


7.17.1                                 General. The proceeds of the
Loans shall be used for working capital, capital expenditures (to the extent
permitted in §10.2 of this Credit Agreement) and general corporate purposes. For
the avoidance of doubt, after the Closing Date, proceeds of the Loans shall not
be used for the repurchase of the New Senior Notes.


 


7.17.2                                 Regulations U
and X. No portion of any Loan is to be used, and no portion of any
Letter of Credit is to be obtained, for the purpose of purchasing or carrying
any “margin security” or “margin stock” as such terms are used in
Regulations U and X of the Board of Governors of the Federal Reserve
System, 12 C.F.R. Parts 221 and 224.


 


7.17.3                                 Ineligible
Securities. No portion of the proceeds of any Loans is to be used, and
no portion of any Letter of Credit is to be obtained, for the purpose of
knowingly purchasing, or providing credit support for the purchase of, during
the underwriting or placement period or within thirty (30) days thereafter, any
Ineligible Securities underwritten or privately placed by a Financial
Affiliate.


 


7.18                        Environmental
Compliance.


 


(a)                                  To
the best of the knowledge of the Borrower, none of the Borrower, its Subsidiaries
or any operator of the Real Estate or any operations thereon is in violation,
or alleged violation, of any judgment, decree, order, law, license, rule or
regulation pertaining to environmental matters, including without limitation,
those arising under the Resource Conservation and Recovery Act (“RCRA”),
the Comprehensive Environmental Response, Compensation and Liability Act of
1980 as amended (“CERCLA”), the Superfund Amendments and Reauthorization
Act of 1986 (“SARA”), the Federal Clean Water Act, the Federal Clean Air
Act, the Toxic Substances Control Act, or any state, local or foreign law,
statute, regulation, ordinance, order or decree relating to health, safety or
the environment (hereinafter “Environmental Laws”), which violation
would have a Material Adverse Effect;


 


(b)                                 neither
the Borrower nor any of its Subsidiaries has received written notice from any
third party including, without limitation, any Governmental Authority, (i) that
any one of them has been identified by the United States Environmental
Protection Agency (“EPA”) as a potentially responsible party under
CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R.
Part 300 Appendix B; (ii) that any hazardous waste, as defined by 42
U.S.C. §6903(5), any hazardous substances as defined by 42 U.S.C. §9601(14),
any pollutant or contaminant as defined by 42 U.S.C. §9601(33) and any toxic
substances,


 


49

















 


petroleum constituents, oil or hazardous materials or
other chemicals or substances regulated by any Environmental Laws (“Hazardous
Substances”) which any one of them has generated, transported or disposed
of has been found at any site at which a Governmental Authority has conducted
or has ordered that any Borrower or any of its Subsidiaries conduct a remedial
investigation, removal or other response action pursuant to any Environmental
Law; or (iii) that it is or shall be a named party to any claim, action,
cause of action, complaint, or legal or administrative proceeding (in each
case, contingent or otherwise) arising out of any third party’s incurrence of
costs, expenses, losses or damages of any kind whatsoever in connection with
the release of Hazardous Substances;


 


(c)                                  except
as set forth on Schedule 7.18 attached hereto:  (i) no portion of the Real Estate
currently owned, occupied or operated by the Borrower or any of its Restricted
Subsidiaries, and to the best of the knowledge of the Borrower, previously
owned and occupied or operated by the Borrower or any Restricted Subsidiaries,
has been used for the handling, processing, storage or disposal of Hazardous
Substances except in material compliance with applicable Environmental Laws;
and no underground tank or other underground storage receptacle for Hazardous Substances
is located on any portion of the Real Estate currently owned, occupied or
operated by the Borrower or any of its Restricted Subsidiaries, and to the best
of the knowledge of the Borrower, previously owned, occupied or operated by the
Borrower or any of its Subsidiaries; (ii) in the course of any activities
conducted by the Borrower, its Subsidiaries or their operators, no Hazardous
Substances have been generated or are being used on the Real Estate except in
material compliance with applicable Environmental Laws; (iii) there have
been no releases (i.e. any past or present releasing, spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
disposing or dumping) or threatened releases of Hazardous Substances on, upon, into
or from the Real Estate currently owned, occupied or operated by the Borrower
or any of its Restricted Subsidiaries, and to the best of the knowledge of the
Borrower, previously owned and occupied or operated by the Borrower or any
Restricted Subsidiaries, which releases would have a Material Adverse Effect; (iv) to
the best of the Borrower’s knowledge, there have been no releases on, upon,
from or into any real property in the vicinity of any of the Real Estate which,
through soil or groundwater contamination, may have come to be located on,
and which would have a Material Adverse Effect; and (v) in addition, any
Hazardous Substances that have been generated by the Borrower, its Subsidiaries
or their operators on any of the Real Estate have been transported in
compliance with applicable Environmental Laws; and


 


(d)                                 none
of the Borrower and its Subsidiaries, any Mortgaged Property or any of the
other Real Estate is subject to any applicable Environmental Law requiring the
performance of Hazardous Substances site assessments, or the removal or
remediation of Hazardous Substances, or the giving of notice to any
Governmental Authority or the recording or delivery to other Persons of an
environmental disclosure document or statement by virtue of the transactions
set forth herein and contemplated hereby, or as a condition to the recording of
any Mortgage or to the effectiveness of any other transactions contemplated
hereby the failure of which would have a Material Adverse Effect.


 


7.19                        Subsidiaries,
etc. The Borrower has (a) no Restricted Subsidiaries other
than those listed on Schedule 7.19(a) hereto (as such Schedule shall
be amended for each subsequently acquired or organized Restricted Subsidiary),
and (b) no Unrestricted Subsidiaries


 


50

















 


other
than those listed on Schedule 7.19(b) hereto (as such Schedule shall
be amended for each subsequently acquired or organized Unrestricted Subsidiary).
Except as set forth on Schedule 7.19(c) hereto, neither the
Borrower nor any Subsidiary of the Borrower is engaged in any joint venture or
partnership with any other Person hereto (as such Schedule shall be
amended for each subsequently existing joint venture or partnership). The
jurisdiction of incorporation/formation and principal place of each Subsidiary
of the Borrower is listed on Schedule 7.19(d) hereto.


 


7.20                        Disclosure.
None of the factual information heretofore or contemporaneously furnished in
writing to the Administrative Agent or any Lender by or on behalf of the
Borrower or any Subsidiary in connection with any Loan Document or any
transaction contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact (known to the Borrower or any of its
Subsidiaries in the case of any document or information not furnished by it or
any of its Subsidiaries) necessary in order to make the statements herein or
therein, taken as a whole, not misleading.


 


7.21                        Bank
Accounts. As of the Closing Date, Schedule 7.21 sets forth
the account numbers and location of all material bank accounts of the Borrower
or any of its Restricted Subsidiaries (as reasonably determined by the
Borrower).


 


8.                                      AFFIRMATIVE COVENANTS.


 


The Borrower
covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation,
Letter of Credit or Revolving Credit Note is outstanding or any Lender has any
obligation to make any Loans or the Administrative Agent has any obligation to
issue, extend or renew any Letters of Credit:


 


8.1                               Punctual
Payment. The Borrower will duly and punctually pay or cause to be paid
the principal and interest on the Loans, all Reimbursement Obligations, the
Letter of Credit Fees, the Commitment Fees, the Administrative Agent’s Fee and
all other amounts provided for in this Credit Agreement and the other Loan
Documents to which the Borrower or any of its Restricted Subsidiaries is a
party, all in accordance with the terms of this Credit Agreement and such other
Loan Documents.


 


8.2                               Maintenance
of Office. The Borrower will maintain its chief executive office at
1855 Boston Road, Wilbraham, Massachusetts 01095, or at such other place in the
United States of America as the Borrower shall designate upon written notice to
the Administrative Agent, where notices, presentations and demands to or upon the
Borrower in respect of the Loan Documents to which the Borrower is a party may be
given or made.


 


8.3                               Records
and Accounts. The Borrower will (a) keep, and cause each of its
Subsidiaries to keep, true and accurate records and books of account in which
full, true and correct entries will be made in accordance with GAAP, (b) maintain
adequate accounts and reserves for all taxes (including income taxes),
depreciation, obsolescence and amortization of its properties and the
properties of its Subsidiaries, contingencies, and other reserves, and (c) at
all times engage independent certified public accountants satisfactory to the
Administrative Agent as the independent certified public accountants of the
Borrower and its Subsidiaries and will not


 


51

















 


permit
more than thirty (30) days to elapse between the cessation of such firm’s (or
any successor firm’s) engagement as the independent certified public
accountants of the Borrower and its Subsidiaries and the appointment in such
capacity of a successor firm as shall be satisfactory to the Administrative
Agent.


 


8.4                               Financial
Statements, Certificates and Information. The Borrower will deliver to
each of the Lenders:


 


(a)                                  as
soon as practicable, but in any event not later than ninety (90) days after the
end of each fiscal year of the Borrower, the consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of such year, and the related
consolidated statement of income and consolidated statement of cash flows for
such year, each setting forth in comparative form the figures for the
previous fiscal year and all such consolidated statements to be in reasonable
detail, prepared in accordance with GAAP, and certified, without qualification
and without an expression of uncertainty as to the ability of the Borrower or
any of its Subsidiaries to continue as going concerns, by independent certified
public accountants satisfactory to the Administrative Agent, together with a
written statement from such accountants to the effect that they have read a
copy of this Credit Agreement, and that, in making the examination necessary to
said certification, they have obtained no knowledge of any Default or Event of
Default, or, if such accountants shall have obtained knowledge of any then
existing Default or Event of Default they shall disclose in such statement any
such Default or Event of Default; provided that such accountants shall
not be liable to the Lenders for failure to obtain knowledge of any Default or
Event of Default. Notwithstanding any of the foregoing, the Borrower may satisfy
its obligation to deliver the foregoing financial information by delivering
copies of the Borrower’s annual report on Form 10-K in respect of such
fiscal year, together with the financial statements required to be attached
thereto; provided, that (x) the Borrower is required to file such
annual report on Form 10-K with the SEC, (y) such filing is actually
made and (z) such annual report and financial statements are delivered
within ninety (90) days after the end of each fiscal year of the Borrower and
are otherwise in compliance with this §8.4(a);


 


(b)                                 as
soon as practicable, but in any event not later than forty-five (45) days after
the end of each of the first three fiscal quarters in any fiscal year of the
Borrower, copies of the unaudited consolidated balance sheet of the Borrower
and its Subsidiaries as at the end of such quarter, and the related
consolidated statement of income and consolidated statement of cash flows for
the portion of the Borrower’s fiscal year then elapsed, all in reasonable
detail and prepared in accordance with GAAP, together with a certification by
the principal financial or accounting officer of the Borrower that the
information contained in such financial statements fairly presents the
financial position of the Borrower and its Subsidiaries on the date thereof
(subject to year-end adjustments). Notwithstanding any of the foregoing, the
Borrower may satisfy its obligation to deliver the foregoing financial
information by delivering copies of the Borrower’s quarterly report on Form 10-Q
in respect of such fiscal year, together with the financial statements required
to be attached thereto; provided, that (x) the Borrower is required
to file such quarterly report on Form 10-Q with the SEC, (y) such
filing is actually made and (z) such quarterly report and financial
statements are delivered within forty-five (45) days after the end of each of
the first three fiscal quarters in any fiscal year of the Borrower and are
otherwise in compliance with this §8.4(b);


 


52






 













 


(c)           as soon as practicable, but in any event within thirty
(30) days after the end of each month in each fiscal year of the Borrower,
unaudited monthly consolidated financial statements of the Borrower and its
Subsidiaries for such month setting forth in comparative form the figures from
the actual historical figures for the previous year and a comparison setting
forth the corresponding figures from the projected figures set forth in the
projections described in §8.4(g) for such period, prepared in accordance with
GAAP, together with a certification by the principal financial or accounting
officer of the Borrower that the information contained in such financial
statements fairly presents the financial condition of the Borrower and its
Subsidiaries on the date thereof (subject to quarter-end and year-end
adjustments);


 


(d)           simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, the Compliance
Certificate;


 


(e)           contemporaneously with the filing or mailing thereof,
copies of all material of a financial nature filed with the Securities and
Exchange Commission or sent to the stockholders of the Borrower generally;


 


(f)            projections of the Borrower and its Subsidiaries updating
those projections delivered to the Lenders and referred to in §7.4.3 and if
applicable, updating any later such projections delivered in response to a
request pursuant to this §8.4(f);


 


(g)           a twelve-month forecast, including the consolidated
balance sheet of the Borrower and its Subsidiaries and related consolidated
statements of income and cash flow, to be delivered to the Lenders prior to
January 15 of each fiscal year of the Borrower;


 


(h)           not less than once during any twelve-month period, account
numbers and location of all material bank accounts of the Borrower or any of
its Restricted Subsidiaries (as reasonably determined by the Borrower) not
otherwise listed on Schedule 7.21; and


 


(i)            concurrently with the financial statements delivered
pursuant to clause (c) hereof, account receivable agings reports;


 


(j)            from time to time such other financial data and
information (including accountants, management letters) as the Administrative
Agent or any Lender may reasonably request.


 


8.5          Notices.


 


8.5.1             Defaults.  The
Borrower will promptly notify the Administrative Agent and each of the Lenders
in writing of the occurrence of any Default or Event of Default, together with
a reasonably detailed description thereof, and the actions, if any, the
Borrower proposes to take with respect thereto. 
If any Person shall give any notice or take any other action in respect
of a claimed default (whether or not constituting an Event of Default) under
this Credit Agreement, the New Senior Note Indenture, the FFCA Mortgage
Financing Documents, or the Sale-Leaseback Transaction Documents or a material
default under any other note, evidence of indebtedness, indenture or other
obligation to which or with respect to which the Borrower or


 


53

















 


any of its Subsidiaries is a
party or obligor, whether as principal, guarantor, surety or otherwise, the
Borrower shall forthwith give written notice thereof to the Administrative
Agent and each of the Lenders, describing the notice or action and the nature
of the claimed default.


 


8.5.2             Environmental Events.  The
Borrower will give notice to the Administrative Agent and each of the Lenders
(a) of any material violation of any Environmental Law that the Borrower
or any of its Subsidiaries reports in writing or is reportable by such Person
in writing (or for which any written report supplemental to any oral report is
made) to any Governmental Authority no later than fifteen (15) days after such
material violation is reported or reportable, and (b) within fifteen (15)
days of becoming aware thereof, of any inquiry, proceeding, investigation, or
other action, including a notice from any Governmental Authority of potential
environmental liability, of any Governmental Authority that would have a
Material Adverse Effect.


 


8.5.3             Notification of Claim against
Collateral.  The Borrower will, within fifteen (15) days
of becoming aware thereof, notify the Administrative Agent and each of the
Lenders in writing of any material setoff, claims (including, with respect to
the Real Estate, environmental claims), withholdings or other defenses to which
any of the Collateral, or the Administrative Agent’s rights with respect to the
Collateral, are subject.


 


8.5.4             Notice of Litigation and
Judgments.  The Borrower will, and will cause each of its
Subsidiaries to, give notice to the Administrative Agent and each of the
Lenders in writing within fifteen (15) days of becoming aware of any litigation
or proceedings threatened in writing or any pending litigation and proceedings
affecting the Borrower or any of its Subsidiaries or to which the Borrower or
any of its Subsidiaries is or becomes a party involving an uninsured claim
against the Borrower or any of its Subsidiaries that would have a Material
Adverse Effect on the Borrower and its Subsidiaries, taken as a whole, and
stating the nature and status of such litigation or proceedings.  The Borrower will, and will cause each of its
Subsidiaries to, give notice to the Administrative Agent and each of the
Lenders, in writing, in form and detail satisfactory to the Administrative
Agent, within ten (10) days of any judgment not covered by insurance, final or
otherwise, against the Borrower or any of its Subsidiaries in an amount in
excess of $1,000,000.


 


8.6          Legal Existence; Maintenance of
Properties.


 


8.6.1             Legal Existence.  The
Borrower will do or cause to be done all things necessary to preserve and keep
in full force and effect its legal existence, rights and franchises and those
of its Subsidiaries (other than (x) Restricted Subsidiaries which are
either merged into the Borrower or other Restricted Subsidiaries as permitted
by §9.5.1 or (y) the dissolution of Restaurant Insurance Corporation).


 


8.6.2             Maintenance of Properties.  The
Borrower (a) will cause all of its properties and those of its
Subsidiaries useful and necessary (as determined by the Borrower in a
commercially reasonable manner) in the conduct of its business or the business
of its Subsidiaries to be maintained and kept in good condition, repair and
working order (ordinary wear and tear excepted) and supplied with all necessary
equipment, and (b) will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as


 


54

















 


in the judgment of the Borrower
may be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times.


 


8.7          Insurance.  The
Borrower will, and will cause each of its Subsidiaries to, maintain with
financially sound and reputable insurers insurance with respect to its
properties and business against such casualties and contingencies as shall be
in accordance with the general practices of businesses engaged in similar
activities in similar geographic areas and in amounts, containing such terms,
in such forms and for such periods as may be reasonable and prudent and in
accordance with the terms of the Security Agreements (it being understood that
the Borrower and its Subsidiaries are self-insured through Restaurant Insurance
Corporation with respect to various insurable risks and will maintain such
self-insurance in amounts not to exceed those in effect on the Closing Date
until such time as Restaurant Insurance Corporation is dissolved).  The Borrower will, and will cause each of its
Restricted Subsidiaries to, maintain insurance on the Mortgaged Properties in
accordance with the terms of the Mortgages.


 


8.8          Taxes.  The
Borrower will, and will cause each of its Subsidiaries to, duly pay and
discharge, or cause to be paid and discharged, before the same shall become
overdue, all taxes, assessments and other governmental charges imposed upon it
and its Real Estate, sales and activities, or any part thereof, or upon the
income or profits therefrom, as well as all claims for labor, materials, or
supplies that if unpaid might by law become a Lien or charge upon any of its
property; provided that any such tax, assessment, charge, levy or claim need
not be paid if the validity or amount thereof shall currently be contested in
good faith by appropriate proceedings and if the Borrower or such Subsidiary
shall have set aside on its books adequate reserves with respect thereto; and
provided further that the Borrower and each Subsidiary of the Borrower will pay
all such taxes, assessments, charges, levies or claims forthwith upon the
commencement of proceedings to foreclose any Lien that may have attached as
security therefor.


 


8.9          Inspection of Properties and Books,
etc.


 


8.9.1             General.  The
Borrower shall permit the Lenders, through the Administrative Agent or any of
the Lenders’ other designated representatives, to visit and inspect any of the
properties of the Borrower or any of its Restricted Subsidiaries, to examine
the books of account of the Borrower and its Restricted Subsidiaries (and to
make copies thereof and extracts therefrom), and to discuss the affairs,
finances and accounts of the Borrower and its Restricted Subsidiaries with, and
to be advised as to the same by, its and their officers, all at such reasonable
times and during normal business hours as the Administrative Agent or any
Lender may reasonably request upon reasonable prior notice.  Notwithstanding anything contained in this
Credit Agreement, the Administrative Agent shall be permitted to conduct
commercial finance exams, including without limitation any audit (whether
conducted by the Administrative Agent or an outside examiner), all at such
reasonable times and during normal business hours as the Administrative Agent
may reasonably request upon reasonable prior notice; provided, that the
Borrower shall (x) prior to the occurrence of a Default, pay the expenses
for up to one such commercial finance exam during any fiscal year of the
Borrower and (y) after the occurrence of a Default, pay the expenses for
all such commercial finance exams.


 


8.9.2             Appraisals.  The
Borrower will (a) deliver to the Administrative Agent any appraisal
reports obtained by the Borrower in the ordinary course of business, or
(b) if an


 


55

















 


Event of Default shall have
occurred and be continuing, upon the request of the Administrative Agent,
obtain and deliver to the Administrative Agent appraisal reports in form and
substance and from appraisers satisfactory to the Administrative Agent, stating
(i) the then current fair market, orderly liquidation and forced
liquidation values of all or any portion of the equipment or real estate owned
by the Borrower or any of its Restricted Subsidiaries (excluding any Real
Estate consisting of Excluded Properties) and (ii) the then current
business value of each of the Borrower and its Restricted Subsidiaries.  All such appraisals shall be conducted and
made at the expense of the Borrower.


 


8.9.3             Environmental Assessments.  In
the event (a) an Event of Default shall have occurred and be continuing,
or (b) the Administrative Agent has a reasonable basis to believe that
(i) there has been a release or threat of release of Hazardous Substances
in or under the Mortgaged Properties in material violation of applicable
Environmental Laws, or (ii) the use and operation of the Mortgaged
Properties is not in material compliance with Environmental Laws, the
Administrative Agent may, from time to time, in its discretion for the purpose
of assessing and ensuring the value of any Mortgaged Property, obtain one or
more environmental assessments or audits of such Mortgaged Property prepared by
a hydrogeologist, an independent engineer or other qualified consultant or
expert approved by the Administrative Agent to evaluate or confirm
(a) whether any Hazardous Materials are present in the soil or water at
such Mortgaged Property and (b) whether the use and operation of such
Mortgaged Property complies with all Environmental Laws.  Environmental assessments may include without
limitation detailed visual inspections of such Mortgaged Property including any
and all storage areas, storage tanks, drains, dry wells and leaching areas, and
the taking of soil samples, surface water samples and ground water samples, as
well as such other investigations or analyses as the Administrative Agent deems
appropriate.  All such environmental
assessments shall be conducted and made at the expense of the Borrower.


 


8.9.4             Communications with Accountants.  Upon
the occurrence and continuance of a Default, the Borrower authorizes the
Administrative Agent and, if accompanied by the Administrative Agent, the
Lenders to communicate directly with the Borrower’s independent certified
public accountants and authorizes such accountants to disclose to the
Administrative Agent and the Lenders any and all financial statements and other
supporting financial documents and schedules including copies of any management
letter with respect to the business, financial condition and other affairs of
the Borrower or any of its Subsidiaries. 
At the request of the Administrative Agent, the Borrower shall deliver a
letter addressed to such accountants instructing them to comply with the
provisions of this §8.9.4.


 


8.10        Compliance with Laws, Contracts,
Licenses, and Permits.  The Borrower will, and will
cause each of its Subsidiaries to, comply with (a) the applicable laws and
regulations wherever its business is conducted, including all Environmental
Laws, (b) the provisions of its Governing Documents, (c) all
agreements and instruments by which it or any of its properties may be bound
and (d) all applicable decrees, orders, and judgments, except, in each
case, where the failure to so comply could not reasonably be expected to result
in a Material Adverse Effect or material non-compliance with any applicable
Environmental Laws.  If any
authorization, consent, approval, permit or license from any officer, agency or
instrumentality of any government shall become necessary or required in order
that the Borrower or any of its Subsidiaries may fulfill any of its obligations
hereunder or any of the other Loan Documents to


 


56

















 


which the Borrower or such
Subsidiary is a party, the Borrower will, or (as the case may be) will cause
such Subsidiary to, immediately take or cause to be taken all reasonable steps
within the power of the Borrower or such Subsidiary to obtain such
authorization, consent, approval, permit or license and furnish the
Administrative Agent and the Lenders with evidence thereof.


 


8.11        Employee Benefit Plans.  The
Borrower will (a) promptly upon request of the Administrative Agent,
furnish to the Administrative Agent a copy of the most recent actuarial
statement required to be submitted under §103(d) of ERISA and Annual Report,
Form 5500, with all required attachments, in respect of each Guaranteed
Pension Plan, and (b) promptly upon receipt or dispatch, furnish to the
Administrative Agent any notice, report or demand sent or received in respect
of a Guaranteed Pension Plan under §§302, 4041, 4042, 4043, 4063, 4066 and 4068
of ERISA, or in respect of a Multiemployer Plan, under §§4041A, 4202, 4219,
4242, or 4245 of ERISA.


 


8.12        Use of Proceeds.  The
Borrower will use the proceeds of the Loans and obtain Letters of Credit solely
for the purposes set forth in §7.17.1.


 


8.13        Future Guarantors; Mortgaged Property.


 


8.13.1           Future Guarantors, Security, etc.  Subject to §8.13.3, the
Borrower will, and will cause each Restricted Subsidiary to, execute any
documents, agreements and instruments, and take all further action that may be
required under applicable law, or that the Administrative Agent may reasonably
request, in order to effectuate the transactions contemplated by the Loan
Documents and in order to grant, preserve, protect and perfect the validity and
first priority (subject to Permitted Liens) of the Liens created or intended to
be created by the Loan Documents.  The
Borrower will cause any subsequently acquired or organized Restricted
Subsidiary to execute a Guaranty (or a supplement thereto) and each applicable
Loan Document in favor of the Administrative Agent.  In addition, from time to time, the Borrower
will, at its cost and expense, promptly secure the Obligations by pledging or
creating, or causing to be pledged or created, perfected Liens with respect to
such of its and its Restricted Subsidiaries’ assets and properties as the
Administrative Agent shall designate (excluding Excluded Properties, and
subject to the limitations set forth in §6.1 and §6.2, the Security Agreement
and the Pledge Agreement).


 


8.13.2           Real Estate General.  Any
Real Estate (other than Excluded Properties) at any time owned or leased by the
Borrower or its Restricted Subsidiaries and used as headquarters, manufacturing
facilities or warehouse facilities, shall in each case at all times be
Mortgaged Properties.  If, after the
Original Closing Date, the Borrower or any of its Restricted Subsidiaries
acquires or leases such Real Estate, the Borrower shall, or shall cause such
Restricted Subsidiary to, forthwith deliver to the Administrative Agent a fully
executed mortgage or deed of trust over such Real Estate, in form and substance
reasonably satisfactory to the Administrative Agent, together with, in the case
of Core Mortgaged Properties, Title Policies, surveys, evidences of insurance
with the Administrative Agent named as loss payee and additional insured, legal
opinions and other documents and certificates with respect to such Real Estate
as was required for Real Estate of the Borrower or such Restricted Subsidiary
as of the Original Closing Date.  The
Borrower further agrees that, following the taking of such actions with respect
to such Real Estate, the Administrative Agent shall have for the benefit of the


 


57

















 


Lenders and the Administrative
Agent a valid and enforceable first priority mortgage or deed of trust over
such Real Estate, free and clear of all Liens except for Permitted Liens.


 


8.13.3           Reduction in Appraisal Value.  In
the event the Appraised Value of all Core Mortgaged Properties is less than the
Minimum Aggregate Appraisal Amount at any time an Event of Default shall have
occurred and be continuing, the Borrower shall, or shall cause such Restricted
Subsidiaries to, forthwith deliver to the Administrative Agent a fully-executed
mortgage or deed of trust over such additional Real Estate, as determined by
the Administrative Agent in its sole discretion, which, together with all other
Core Mortgaged Properties, has an Appraised Value of not less than the Minimum
Aggregate Appraisal Amount, and is in form and substance satisfactory to the
Administrative Agent, together with title insurance policies, surveys,
evidences of insurance with the Administrative Agent named as loss payee and
additional insured, legal opinions and other documents and certificates with
respect to such Real Estate as was required for Real Estate of the Borrower or
such Restricted Subsidiary as of the Closing Date.  The Borrower further agrees that, following the
taking of such actions with respect to such Real Estate, the Administrative
Agent shall have for the benefit of the Lenders and the Administrative Agent a
valid and enforceable first priority mortgage or deed of trust over such Real
Estate, free and clear of all Liens except for Permitted Liens.


 


8.14        Bank Accounts.  The
Borrower will, and will cause each of its Restricted Subsidiaries to
(a) establish one or more depository accounts (the “Concentration
Accounts”), which Concentration Accounts (from and after the date that is
30 days after the Closing Date) shall be under the control of the
Administrative Agent for the benefit of the Lenders and the Administrative
Agent, in the name of the Borrower, pursuant to one or more agreements in form
and substance reasonably satisfactory to the Administrative Agent (the “Concentration
Account Agreements”), (b) cause all cash proceeds of accounts
receivable to be deposited only in the restaurant concentration depository
accounts (“Restaurant Concentration Accounts”) with financial
institutions which (from and after the date that is 30 days after the Closing
Date) have entered into agency account agreements and, if applicable, lock box
agreements (collectively, “Agency Account Agreements”) in form and
substance satisfactory to the Administrative Agent, or the Concentration
Accounts; provided, that Borrower and its Restricted Subsidiaries may
have up to $200,000 on deposit with financial institutions which have not
entered into such an Agency Account Agreement, (c) direct all depository
institutions with Restaurant Concentration Accounts to cause all funds of the
Borrower and its Restricted Subsidiaries held in such Restaurant Concentration
Accounts to be transferred daily to, and only to, the Concentration Accounts,
and (d)  at all times ensure that immediately upon the Borrower’s or any
of its Restricted Subsidiaries’ receipt of any funds constituting or cash
proceeds of any Collateral, all such amounts shall have been deposited in a
Restaurant Concentration Account or a Concentration Account; provided,
that Borrower and its Restricted Subsidiaries may have up to $200,000 on
deposit with financial institutions which have not entered into an Agency
Account Agreement or a Concentration Account Agreement.  Notwithstanding anything to the contrary
herein, the Borrower may maintain flex spending accounts, medical disbursement
accounts, medical insurance accounts, gift card accounts, workers’ compensation
accounts and payroll accounts in the ordinary course of business and deposit
funds in such accounts, provided that in all cases the aggregate amount of
funds on deposit in each such account shall not exceed the amount reasonably
necessary to fund such account.


 


58

















 


8.15        [Intentionally Omitted].


 


8.16        [Intentionally Omitted].


 


8.17        [Intentionally Omitted].


 


8.18        Mortgage Assignments and Mortgage
Amendments.  Within 30 days after the Closing Date, the
Borrower shall, and shall cause its Restricted Subsidiaries to, execute and
deliver Administrative Agent such Mortgage Assignments and Mortgage Amendments
as Administrative Agent shall require.


 


8.19        Additional Mortgages.  The
Borrower shall deliver to the Administrative Agent, the Mortgages with respect
to the Real Estate (together with flood certifications) listed on Schedule 8.19,
in each case in form and substance satisfactory to the Administrative Agent.


 


8.20        Agency Account Agreements,
Concentration Account Agreements and Control Agreements. 
Within 30 days after the Closing Date, Borrower shall have obtained 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.


 


8.21        Further Assurances.  The
Borrower will, and will cause each of its Subsidiaries to, cooperate with the
Lenders and the Administrative Agent and execute such further instruments and
documents as the Lenders or the Administrative Agent shall reasonably request
to carry out to their reasonable satisfaction the transactions contemplated by
this Credit Agreement and the other Loan Documents (including, but not limited
to, any replacement Revolving Credit Notes to replace any Revolving Credit
Notes lost by any Lender in an amount equal to such lost Revolving Credit
Note).


 


8.22        Delivery of Purchase and Sale
Agreements.  Promptly upon the consummation of each of the
purchase and sale arrangements consented to in Section 1(a) to the Ninth
Amendment, Borrower shall deliver, to the Administrative Agent an Officer’s
Certificate of the Borrower, signed by an authorized officer of the Borrower,
in form and substance satisfactory to the Administrative Agent, attaching
copies of each of the documents executed and delivered in connection with the
applicable Purchase and Sale and Termination Agreement (as each such term is
defined in the Ninth Amendment) and attesting that such copies are true and
complete as of the closing of such Purchase and Sale and Termination Agreement,
that no Default or Event of Default exists as of the date of such sale or arose
as a result thereof, and, in respect of any subleasing arrangements, that such
subleasing arrangement does require the approval of the applicable landlord and
does not give rise to, any breach under the applicable lease.


 


9.                                      CERTAIN NEGATIVE COVENANTS.


 


The Borrower covenants and
agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of
Credit or Revolving Credit Note is outstanding or any Lender has any obligation
to make any Loans or the Administrative Agent has any obligations to issue,
extend or renew any Letters of Credit:


 


59

















 


9.1          Restrictions on Indebtedness.  The
Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume, guarantee or be or remain liable, contingently or otherwise,
with respect to any Indebtedness other than:


 


(a)           Indebtedness to the Lenders and the Administrative Agent
arising under any of the Loan Documents;


 


(b)           endorsements for collection, deposit or negotiation and
warranties of products or services, in each case incurred in the ordinary
course of business;


 


(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 after the Fourth Amendment
Effective Date shall not exceed the aggregate amount of $10,000,000 at any one
time during the period beginning on the Fourth Amendment Effective Date and
ending on the Revolving Credit Loan Maturity Date and (B) the Borrower and
its Restricted Subsidiaries shall not incur such Indebtedness in an aggregate
amount greater than $4,000,000 per fiscal year, and (ii) a Permitted
Acquisition;


 


(d)           Indebtedness in respect of Interest Rate Agreements or
derivative contracts, in each case entered into in the ordinary course of
business and not for speculative purposes or as an arbitrage of rates;


 


(e)           Indebtedness existing on the date hereof and listed and
described on Schedule 9.1 hereto, and any refinancing of such
Indebtedness; provided, that (x) the principal amount (as such
amount may have been reduced following the Closing Date) thereof is not
increased, (y) the maturity date thereof is not shortened, and
(z) the material terms thereof are not materially more onerous on the
Borrower than the terms contained in the Indebtedness being refinanced;


 


(f)            Indebtedness of a Subsidiary of the Borrower existing on
the date hereof to the Borrower;


 


(g)           unsecured Indebtedness of a Restricted Subsidiary of the
Borrower to the Borrower which Indebtedness (i) shall not be forgiven or
otherwise discharged for any consideration other than payment in full in cash (provided,
that only the amount repaid in part shall be discharged); and (ii) shall
be evidenced by one or more promissory notes which shall be delivered in pledge
to the Administrative Agent pursuant to a Loan Document;


 


(h)           unsecured Indebtedness of (i) the Borrower to
(A) any Restricted Subsidiary in an aggregate principal amount not to
exceed $29,000,000, or (B) Restaurant Insurance Corporation in an
aggregate principal amount not to exceed $10,000,000, (ii) any
Unrestricted Subsidiary (other than Restaurant Insurance Corporation) to the
Borrower in an aggregate principal amount not exceed $5,000; and
(iii) Restaurant Insurance Corporation to the Borrower in an aggregate
principal amount not to exceed $10,000,000;


 


60

















 


(i)            unsecured Indebtedness in respect of guarantees made in
the ordinary course of business by the Borrower or any of its Restricted
Subsidiaries in respect of Indebtedness of any Restricted Subsidiary of the
Borrower permitted hereunder in an aggregate principal amount not to exceed
$250,000;


 


(j)            unsecured Indebtedness in respect of guarantees made in
the ordinary course of business by the Borrower or any of its Restricted
Subsidiaries of Indebtedness of franchisees of the Borrower or any Restricted
Subsidiary in an aggregate principal amount not to exceed $5,000,000;


 


(k)           unsecured Indebtedness incurred by the Borrower or any of
its Restricted Subsidiaries to finance the payment of property, casualty and
specialty insurance premiums in the ordinary course of the Borrower’s business
which is repaid within 18 months of its incurrence, provided that such
Indebtedness does not exceed $7,500,000 in the aggregate at any one time
outstanding;


 


(l)            Indebtedness in respect of the Sale-Leaseback Transaction
and the FFCA Mortgage Financing;


 


(m)          [Intentionally Omitted].


 


(n)           other Indebtedness not described in clauses (a)
through (m) in an aggregate amount not to exceed $250,000 at any time outstanding;
and


 


(o)           Indebtedness pursuant to the New Senior Notes and
guarantees thereof by Subsidiaries and Refinancing Indebtedness in respect of
the foregoing.


 


9.2          Restrictions on Liens.


 


9.2.1             Permitted Liens.  The
Borrower will not, and will not permit any of its Subsidiaries to:


 


(a)           create or incur or suffer to be created or incurred or to
exist any Lien upon any of its property or assets of any character whether now
owned or hereafter acquired, or upon the income or profits therefrom;


 


(b)           transfer any of such property or assets or the income or
profits therefrom for the purpose of subjecting the same to the payment of
Indebtedness or performance of any other obligation in priority to payment of
its general creditors;


 


(c)           acquire, or agree or have an option to acquire, any
property or assets upon conditional sale or other title retention or purchase
money security agreement, device or arrangement;


 


(d)           suffer to exist for a period of more than thirty (30) days
after the same shall have been incurred any Indebtedness or claim or demand
against it that if unpaid might by law or upon bankruptcy or insolvency, or
otherwise, be given any priority whatsoever over its general creditors; and


 


61

















 


(e)           sell, assign, pledge or otherwise transfer any “receivables”
as defined in clause (g) of the definition of the term “Indebtedness,”
with or without recourse;


provided that
the Borrower or any of its Subsidiaries may create or incur or suffer to be
created or incurred or to exist:


 


(i)            Liens in favor of the Borrower on all or part of the
assets of any Subsidiary of the Borrower securing Indebtedness owing by such
Subsidiary of the Borrower to the Borrower;


 


(ii)           Liens to secure taxes, assessments and other government charges
in respect of obligations not overdue or Liens on properties to secure claims
for labor, material or supplies in respect of obligations not overdue;


 


(iii)          deposits or pledges made in connection with, or to secure
payment of, workmen’s compensation, unemployment insurance, old age pensions or
other social security obligations;


 


(iv)          Liens on properties in respect of judgments or awards that
have been in force for less than the applicable period for taking an appeal so
long as execution is not levied thereunder or in respect of which the Borrower
or any Subsidiary shall at the time in good faith be prosecuting an appeal or
proceedings for review and in respect of which a stay of execution shall have
been obtained pending such appeal or review;


 


(v)           Liens of carriers, warehousemen, mechanics and
materialmen, and other like Liens on properties in respect of obligations not
overdue by more than 30 days or which are being contested in good faith
and by appropriate proceedings; provided, that none of such Liens
(x) interferes materially with the use of such property affected in the
ordinary conduct of the business of the Borrower and its Subsidiaries, or
(y) individually or in the aggregate have a Material Adverse Effect;


 


(vi)          encumbrances on Real Estate consisting of easements, rights
of way, zoning restrictions, restrictions on the use of real property and
defects and irregularities in the title thereto, landlord’s or lessor’s liens
and other minor Liens; provided, that none of such Liens
(x) interferes materially with the use of such property affected in the
ordinary conduct of the business of the Borrower and its Subsidiaries, or
(y) individually or in the aggregate have a Material Adverse Effect;


 


(vii)         Liens (A) existing on the date hereof and listed on Schedule 9.2
hereto, or (B) securing any extension, renewal or replacement of any
obligations secured by any such Lien; provided, that (x) in respect
of Liens permitted pursuant to clause (A) hereof, no such Lien shall
encumber any additional property and the amount of Indebtedness secured by such
Lien is not increased from that existing on the Closing Date (as such
Indebtedness may have been permanently reduced subsequent to the Closing Date),
and (y) in respect of Liens permitted pursuant to clause (B) hereof,
such Lien shall only cover the same assets which originally secured the
obligations being extended, renewed or replaced;


 


62

















 


(viii)        purchase money security interests in or
purchase money mortgages on real or personal property acquired after the date
hereof to secure purchase money Indebtedness of the type and amount permitted
by §9.1(c) or Liens arising in connection with Capitalized Leases permitted by
§9.1(c), in each case incurred in connection with the acquisition of such
property, which security interests or mortgages cover only the real or personal
property so acquired;


 


(ix)           Liens on each Mortgaged Property as and to the extent
permitted by the Mortgage applicable thereto;


 


(x)            Liens in favor of the Administrative Agent for the
benefit of the Lenders and the Administrative Agent under the Loan Documents;


 


(xi)           any interest or title of a lessor in connection with a
Permitted Acquisition or any operating lease entered into by the Borrower or
any Restricted Subsidiary in the ordinary course of its business and covering
only the assets so leased;


 


(xii)          Liens arising by virtue of any statutory or common law
provision relating to banker’s liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a depository
institution;


 


(xiii)         Liens incurred or deposits made to
secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of alike nature incurred in the ordinary course of
business securing obligations not exceeding $2,500,000 in the aggregate;


 


(xiv)        Liens arising in the ordinary course of business out of
consignment or similar arrangements for the sale of goods securing obligations
not exceeding $100,000 in the aggregate;


 


(xv)         Liens securing Indebtedness described in §9.1(l);


 


(xvi)        [Intentionally Omitted];


 


(xvii)       Liens consisting of the licensing of
intellectual property in the ordinary course of business and consistent with
past practices, including, without limitation, (i) that certain License
Agreement between Borrower and Friendly’s Realty I, LLC, a Delaware limited
liability company, (ii) that certain License Agreement between Borrower
and Friendly’s Realty II, LLC, a Delaware limited liability company,
(iii) that certain License Agreement between Borrower and Friendly’s
Realty III, LLC, a Delaware limited liability company, and (iv) that
certain Security and License Agreement between the Borrower and GE Capital
Franchise Finance Corporation; provided, that the use of such licenses
shall be limited to the Units subject to, and on which Liens have been granted
in connection with, the FFCA Mortgage Financing;


 


(xviii)      Liens (A) in favor of the SPVs
granted by the Borrower pursuant to the FFCA Master Leases and (B) in
favor of GECC granted by the Borrower


 


63

















 


pursuant to the FFCA Amended
and Restated Master Lease, and in each case at all times subject to the
Security Interest Subordination Agreements; and


 


(xix)         Liens not otherwise permitted hereunder in an aggregate
amount not to exceed $10,000.


 


9.2.2             Restrictions on Negative Pledges
and Upstream Limitations.  Except as set forth on Schedule 9.2.2,
the Borrower will not, nor will it permit any of its Restricted Subsidiaries to
(a) enter into or permit to exist any arrangement or agreement (excluding
the Credit Agreement and the other Loan Documents) which directly or indirectly
prohibits the Borrower or any of its Restricted Subsidiaries from creating,
assuming or incurring any Lien granted pursuant to this Credit Agreement or any
other Loan Document to secure the Obligations upon its properties, revenues or
assets or those of any of its Restricted Subsidiaries whether now owned or
hereafter acquired, or (b) enter into any agreement, contract or
arrangement (excluding the Credit Agreement and the other Loan Documents)
restricting the ability of any Restricted Subsidiary of the Borrower to pay or
make dividends or distributions in cash or kind to the Borrower, to make loans,
advances or other payments of whatsoever nature to the Borrower, or to make
transfers or distributions of all or any part of its assets to the Borrower; in
each case other than (i) restrictions on specific assets which assets are
the subject of purchase money security interests or Capitalized Leases to the
extent permitted under §9.2.1, (ii) customary anti-assignment provisions
contained in leases and licensing agreements entered into by the Borrower or
such Restricted Subsidiary in the ordinary course of its business,
(iii) in the case of clause (b), any encumbrance or restriction
(A) that restricts in a customary manner the subletting, assignment or
transfer of any property or asset that is subject to a lease, license or
similar contract, (B) by virtue of any transfer of, agreement to transfer,
option or right with respect to, or Lien on, any property or assets of the
Borrower or any Restricted Subsidiary not otherwise prohibited by this
Agreement or (C) contained in security agreements securing Indebtedness of
a Restricted Subsidiary permitted hereunder to the extent such encumbrance or
restrictions restrict the transfer of the property subject to such security
agreements, (iv) any encumbrance or restriction arising under or by reason
of applicable law, (v) any encumbrance or restriction applicable to
secured Indebtedness otherwise permitted to be incurred under this Agreement
that limits the right of the debtor to dispose of the assets securing such
Indebtedness, (vi) customary net worth provisions contained in leases and
other agreements entered into by the Borrower or a Restricted Subsidiary in the
ordinary course of business, (vii) any restrictions with respect to a
Restricted Subsidiary imposed pursuant to an agreement which has been entered
into in connection with the disposition of the common stock or assets of such
Restricted Subsidiary in a transaction permitted hereunder, or (viii) any
restrictions contained in the FFCA Mortgage Financing Documents and the
Sale-Leaseback Transaction Documents in respect of Encumbered Properties.


 


9.2.3             Negative Pledge.  The
Borrower will not, and will not permit any of its Restricted Subsidiaries to
create, assume or incur any Lien (other than Liens permitted pursuant to
§§9.2.1(ii), (iv), (v) and (vi)) upon any Non-Encumbered Properties.


 


9.3          Restrictions on Investments.  The
Borrower will not, and will not permit any of its Subsidiaries to, make or
permit to exist or to remain outstanding any Investment except:


 


64

















 


(a)           Investments existing on the Original Closing Date hereof
and listed on Schedule 9.3 hereto;


 


(b)           Investments with respect to Indebtedness permitted by
§§ 9.1(d), (g), (h), (i), (j), (k), (1), and (o);


 


(c)           Investments consisting of the Guaranty or Investments by
the Borrower in Restricted Subsidiaries of the Borrower existing on the Closing
Date;


 


(d)           Investments consisting of promissory notes received as
proceeds of asset dispositions permitted by §§9.5.2(b) and (d);


 


(e)           Investments consisting of loans and advances to employees
in the ordinary course of business consistent with past practices not to exceed
$2,000,000 in the aggregate at any time outstanding;


 


(f)            Investments consisting of extensions of trade credit in
the ordinary course of business consistent with past practices;


 


(g)           Investments in Cash Equivalents which, from and after the
date that is 30 days after the Closing Date, are subject to an Agency Account
Agreement, a Concentration Account Agreement or any other Control Agreement; provided
that Borrower and its Restricted Subsidiaries may have up to $200,000 on
deposit with financial institutions which have not entered into an Agency
Account Agreement, a Concentration Account Agreement or such other Control
Agreement;


 


(h)           Investments in, and extensions of credit to
(i) (A) any Unrestricted Subsidiary (other than Restaurant Insurance
Corporation) in an aggregate principal amount not to exceed $5,000 by the
Borrower and (B) Restaurant Insurance Corporation in an aggregate
principal amount not to exceed $10,000,000 by the Borrower, (ii) the
Borrower in an aggregate principal amount not to exceed $29,000,000 by any
Restricted Subsidiary, and (iii) the Borrower in an aggregate principal
amount not to exceed $10,000,000 by Restaurant Insurance Corporation;


 


(i)            Investments in securities of account debtors received
(A) in settlement of obligations in the ordinary course of business or
(B) pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such account debtors; provided, that any
Investments pursuant to clause (A) shall be limited to $1,000,000 in the
aggregate;


 


(j)            Investments in respect of guarantees of the Borrower and
its Restricted Subsidiaries permitted by §9.1;


 


(k)           Investments consisting of capital contributions to
Friendly’s Restaurants Franchise, Inc. consistent with past practices; and


 


(l)            Investments in franchisees of the Borrower in an
aggregate amount at any one time outstanding not to exceed $10,000,000.


 


65

















 


Any Investment which when made complies with the requirements of the
definition of the term “Cash Equivalent” may continue to be held
notwithstanding that such Investment if made thereafter would not comply with
such requirements, so long as any applicable requirements set forth above in
clause (g) of this §9.3 are satisfied with respect thereto.


 


9.4          Restricted Payments.  The
Borrower will not, and will not permit any of its Subsidiaries to, make any
Restricted Payments other than (a) payments of salary and compensation to
employees and members of the Board of Directors of the Borrower and its
Subsidiaries in the ordinary course of business and consistent with past
practices or as Deferred Compensation, (b) payments of Fees and expenses
payable pursuant to this Credit Agreement, and (c) payments to suppliers
and customers in the ordinary course of business and consistent with past
practices.


 


9.5          Merger, Consolidation and
Disposition of Assets.


 


9.5.1             Mergers and Acquisitions.  The
Borrower will not, and will not permit any of its Restricted Subsidiaries to,
become a party to any merger, amalgamation or consolidation, or agree to or
effect any asset acquisition or stock acquisition (other than the acquisition
of assets in the ordinary course of business consistent with past practices,
the formation of Restricted or Unrestricted Subsidiaries in compliance with
§8.13.1 and §9.3) except:


 


(a)           the merger or consolidation of one or more of the
Restricted Subsidiaries of the Borrower with and into the Borrower;


 


(b)           the merger or consolidation of two or more Restricted
Subsidiaries of the Borrower;


 


(c)           Permitted Acquisitions.


 


9.5.2             Disposition of Assets.  The
Borrower will not, and will not permit any of its Restricted Subsidiaries to,
become a party to or agree to or effect any disposition of assets, except:


 


(a)           the sale of inventory in the ordinary course of business
consistent with past practices;


 


(b)           Permitted Unit Sales;


 


(c)           the licensing of intellectual property on a non-exclusive
basis, including, without limitation, (i) that certain License Agreement
between Borrower and Friendly’s Realty I, LLC, a Delaware limited liability
company, (ii) that certain License Agreement between Borrower and
Friendly’s Realty II, LLC, a Delaware limited liability company,
(iii) that certain License Agreement between Borrower and Friendly’s
Realty III, LLC, a Delaware limited liability company, and (iv) that
certain Security and License Agreement between the Borrower and GE Capital
Franchise Finance Corporation (provided, that the use of such licenses
shall be limited to the Units subject to, and on which Liens have been granted
in connection with, the FFCA Mortgage Financing);


 


66

















 


(d)           the disposition of obsolete or worn-out assets in the
ordinary course of business consistent with past practices;


 


(e)           the sale or other disposition of any Excess Properties;


 


(f)            sales of assets permitted under the FFCA Mortgage
Financing Documents (other than the sale of the Capital Stock of the SPVs) and
the Sale-Leaseback Transaction Documents;


 


(g)           Sale of Cash Equivalents in the ordinary course of
business and consistent with past practices;


 


(h)           Permitted Intercompany Sales; and


 


(i)            Permitted Asset Sales.


 


9.6          Sale and Leaseback.  The
Borrower will not, and will not permit any of its Restricted Subsidiaries to,
enter into any arrangement, directly or indirectly, whereby the Borrower or any
Restricted Subsidiary of the Borrower shall sell or transfer any property owned
by it in order then or thereafter to lease such property or lease other
property that the Borrower or any Restricted Subsidiary of the Borrower intends
to use for substantially the same purpose as the property being sold or
transferred other than (x) as permitted by §§9.1, 9.2 or 9.5.2, or
(y) the Sale-Leaseback Transaction and (z) the FFCA Mortgage
Financing.


 


9.7          Compliance with Environmental Laws.  The
Borrower will not, and will not permit any of its Subsidiaries to, (a) use
any of the Real Estate or any portion thereof for the handling, processing,
storage or disposal of Hazardous Substances, (b) cause or permit to be
located on any of the Real Estate any underground tank or other underground
storage receptacle for Hazardous Substances, (c) generate any Hazardous
Substances on any of the Real Estate, (d) conduct any activity at any Real
Estate or use any Real Estate in any manner so as to cause a release (i.e.
releasing, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, disposing or dumping) or threatened
release of Hazardous Substances on, upon or into the Real Estate or
(e) otherwise conduct any activity at any Real Estate or use any Real
Estate in any manner that would violate any Environmental Law or bring such
Real Estate in violation of any Environmental Law, where, in the case of
clauses (a) through (e), it would have a Material Adverse Effect or result
in material non-compliance with applicable Environmental Laws.


 


9.8          Prepayments; Modification of Certain
Documents.


 


(a)           The Borrower will not, and will not permit any of its
Subsidiaries to, prepay, redeem or repurchase any of the Indebtedness
outstanding under the New Senior Note Indenture, other than in connection with
a refinancing thereof with Refinancing Indebtedness.


 


(b)           The Borrower will not, and will not permit any of its
Subsidiaries to, consent to or enter into any amendment, supplement or other
modification of any of the terms or provisions contained in, or applicable to,
(i) the New Senior Note Indenture, other than any amendment, supplement,
waiver or modification for which no fee is payable to the holders of the


 


67

















 


New Senior Notes and which
(A) extends the date or reduces the amount of any required repayment,
prepayment or redemption of the principal of such New Senior Note Indenture,
(B) reduces the rate or extends the date for payment of the interest, premium
(if any) or fees payable on such New Senior Note Indenture or (C) makes
the covenants, events of default or remedies in such New Senior Note Indenture
less restrictive on the Borrower, or (ii) any Sale-Leaseback Transaction
Documents or FFCA Mortgage Financing Documents, in each case in any manner that
is adverse in any respect to the Lenders unless consented to in writing prior
thereto by the Required Lenders.


 


9.9          Employee Benefit Plans. 
Neither the Borrower nor any ERISA Affiliate will:


 


(a)           engage in any “prohibited transaction” within the
meaning of §406 of ERISA or §4975 of the Code which could result in a material
liability for the Borrower or any of its Subsidiaries; or


 


(b)           permit any Guaranteed Pension Plan to incur an “accumulated
funding  deficiency,” as such term is defined in §302 of ERISA,
whether or not such deficiency is or may be waived; or


 


(c)           fail to contribute to any Guaranteed Pension Plan to an
extent which, or terminate any Guaranteed Pension Plan in a manner which, could
result in the imposition of a lien or encumbrance on the assets of the Borrower
or any of its Subsidiaries pursuant to §302(f) or §4068 of ERISA; or


 


(d)           amend any Guaranteed Pension Plan in circumstances
requiring the posting of security pursuant to §307 of ERISA or §401(a)(29) of
the Code; or


 


(e)           permit or take any action which would result in the
aggregate benefit liabilities (within the meaning of §4001 of ERISA) of all
Guaranteed Pension Plans exceeding the value of the aggregate assets of such
Plans, disregarding for this purpose the benefit liabilities and assets of any
such Plan with assets in excess of benefit liabilities, by more than the amount
set forth in §7.16.3; or


 


(f)            permit or take any action which would contravene any
Applicable Pension Legislation.


 


9.10        Business Activities.  The
Borrower will not, and will not permit any of its Subsidiaries to, engage
directly or indirectly (whether through Subsidiaries or otherwise) in any type
of business other than the businesses conducted by them on the Closing Date and
in related businesses.


 


9.11        Fiscal Year.  The
Borrower will not, and will not permit any of its Subsidiaries to, change the
date of the end of its fiscal year from that set forth in §7.4.1.


 


9.12        Transactions with Affiliates.  The
Borrower will not, and will not permit any of its Subsidiaries to, engage in
any transaction with any Affiliate (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property


 


68

















 


to or from, or otherwise
requiring payments to or from any such Affiliate or, to the knowledge of the
Borrower, any corporation, partnership, trust or other entity in which any such
Affiliate has a substantial interest or is an officer, director, trustee or
partner, on terms more favorable to such Person than would have been obtainable
on an arm’s-length basis in the ordinary course of business; provided,
that nothing contained herein shall prohibit the Sale-Leaseback Transaction or
the FFCA Mortgage Financing.


 


9.13        Bank Accounts.  The
Borrower will not, and will not permit any of its Restricted Subsidiaries to
(a) if at any time an Event of Default shall have occurred and be
continuing, establish any bank accounts other than those Local Accounts,
Interim Concentration Accounts and other accounts, all listed on Schedule 7.21
(as such Schedule shall be updated pursuant to §8.4(i)), without the Administrative
Agent’s prior written consent, (b) violate directly or indirectly any
Agency Account Agreement or other bank agency or lock box agreement in favor of
the Administrative Agent for the benefit of the Lenders and the Administrative
Agent with respect to such account, or (c) deposit into any of the payroll
accounts listed on Schedule 7.21 any amounts in excess of amounts
necessary to pay current payroll obligations from such accounts.


 


10.                               FINANCIAL COVENANTS.


 


The Borrower covenants and
agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of
Credit or Revolving Credit Note is outstanding or any Lender has any obligation
to make any Loans or the Administrative Agent has any obligation to issue,
extend or renew any Letters of Credit:


 


10.1        Interest Coverage.  The
Borrower will not permit the Interest Coverage Ratio for any Reference Period
to be less than the ratio set forth opposite such period set forth in such
table:


 




	
  Reference Period Ending

  	
   

  	
  Ratio

  
	
  Fourth Fiscal Quarter of 2005

  	
   

  	
  2.00:1.00

  
	
  First Fiscal Quarter of 2006

  	
   

  	
  1.85:1.00

  
	
  Second, Third and Fourth Fiscal Quarters of 2006 and each Fiscal
  Quarter thereafter

  	
   

  	
  1.95:1.00

  






 


10.2        Capital Expenditures.  The
Borrower will not make, or permit any Subsidiary of the Borrower to make
(a) Growth Capital Expenditures arising in connection with the
construction, acquisition or opening of any new restaurant locations during any
fiscal year that exceed, in the aggregate, $7,000,000 per fiscal year, or
(b) Capital Expenditures in any fiscal year that exceed, in the aggregate,
the amount set forth below opposite such fiscal year and such amount shall
include any Growth Capital Expenditures during such fiscal year but shall,
solely for the 2006 fiscal year, exclude Capital Expenditures arising under the
York Sale-Leaseback Transaction:


 


69

















 




	
  Fiscal Year

  	
   

  	
  Capital Expenditures

  	
   

  
	
  2004

  	
   

  	
  $

  	
  23,500,000

  	
   

  
	
  2005

  	
   

  	
  $

  	
  23,500,000

  	
   

  
	
  2006

  	
   

  	
  $

  	
  24,000,000

  	
   

  
	
  2007

  	
   

  	
  $

  	
  26,000,000

  	
   

  






 


provided,
that if the Borrower and its Subsidiaries do not utilize the entire amount of
Capital Expenditures permitted in any one fiscal year, so long as no Default
exists or would be caused thereby, the Borrower may carry forward to the
immediately succeeding fiscal year $1,000,000 of such unutilized amount (with
Capital Expenditures made by the Borrower or any Subsidiary of the Borrower in
such succeeding fiscal year applied last to such unutilized amount).


 


10.3        Minimum EBITDA.


 


(a)           The Borrower will not permit Consolidated EBITDA for any
Reference Period ending during any period described in the table below to be
less than the amount set forth opposite such period in such table:


 




	
  Period

  	
   

  	
  Amount

  	
   

  
	
  Fourth Fiscal Quarter of 2005

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  First Fiscal Quarter of 2006

  	
   

  	
  $

  	
  38,800,000

  	
   

  
	
  Second,
  Third and Fourth Fiscal Quarters of 2006 and each Fiscal Quarter thereafter

  	
   

  	
  $

  	
  40,500,000

  	
   

  






 


(b)           [Intentionally Omitted].


 


10.4        Leverage Ratio.  The
Borrower will not permit the Leverage Ratio for any Reference Period ending
during any period described in the table set forth below to exceed the ratio
set forth opposite such period in such table:


 




	
  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 and each Fiscal Quarter thereafter

  	
   

  	
  5.95:1.00

  	
   

  






 


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10.5        [Intentionally Omitted]


 


10.6        Fixed Charge Coverage Ratio  The
Borrower will not permit the Fixed Charge Coverage Ratio for any Reference
Period to be less than 1.05:1.00.


 


11.                               CLOSING CONDITIONS.


 


The obligations of the
Lenders to continue to make Revolving Credit Loans and of the Administrative
Agent to continue to issue any initial Letters of Credit after the date hereof
shall be subject to the satisfaction of the following conditions precedent on
or prior to March 15, 2006; upon the satisfaction of the conditions in this
section 11 (or waiver thereof by WFF), the amendments to section 10 hereof
shall become effective retroactive to December 30, 2005.


 


11.1        Delivery of Documents.  Each
of the Loan Documents shall have been duly executed and delivered by the
respective parties thereto, shall be in full force and effect and shall be in
form and substance satisfactory to each of the Lenders.


 


11.2        Validity of Liens.  The
Security Documents shall be effective to create in favor of the Administrative
Agent a legal, valid and enforceable first (except for Permitted Liens entitled
to priority under applicable law) security interest in and Lien upon the
Collateral.  All filings, recordings,
deliveries of instruments and other actions necessary or desirable in the
opinion of the Administrative Agent to protect and preserve such security
interests shall have been duly effected. 
The Administrative Agent shall have received evidence thereof in form
and substance satisfactory to the Administrative Agent.


 


11.3        Certificates of Insurance.  The
Administrative Agent shall have received (a) a certificate of insurance
from an independent insurance broker dated as of the Closing Date, identifying
insurers, types of insurance, insurance limits, and policy terms, and otherwise
describing the insurance obtained in accordance with the provisions of the
Security Agreements and (b) certified copies of all policies evidencing
such insurance (or certificates therefor signed by the insurer or an agent
authorized to bind the insurer).


 


11.4        Administrative Agent’s Fee Letter.  The
Administrative Agent shall have received the Administrative Agent’s Fee Letter
in form and substance reasonably satisfactory to the Administrative Agent.


 


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11.5        Assignment Agreements.  The
Administrative Agent shall have received the Assignment Agreements in form and
substance reasonably satisfactory to the Administrative Agent.


 


11.6        Revolving Credit Notes. 
Borrower shall have delivered executed Revolving Credit Notes in favor
of each of the Lenders.


 


11.7        Pledge of Subordinated Promissory
Note.  Borrower shall have pledged to Administrative
Agent an original executed copy of the Subordinated Promissory Note.


 


11.8        Patriot Act Searches.  The
Administrative Agent shall have completed such Patriot Act searches as it shall
require, the results of which shall be satisfactory to Administrative Agent.


 


11.9        Payment of Fees, Etc.  The
Borrower shall have paid all fees, costs, expenses and taxes then payable
pursuant to the Loan Documents.


 


11.10      Miscellaneous.  The Administrative
Agent shall have received such other documents and instruments as shall be
reasonably required by it in connection with this Credit Agreement and the
transactions contemplated thereby.


 


12.                               CONDITIONS TO ALL
BORROWINGS.


 


The obligations of the
Lenders to make any Loan, including any Revolving Credit Loan, and of the
Administrative Agent to issue, extend or renew any Letter of Credit, in each
case whether on or after the Closing Date, shall also be subject to the
satisfaction of the following conditions precedent:


 


12.1        Representations True; No Event of
Default.  Each of the representations and warranties of
any of the Borrower and its Subsidiaries contained in this Credit Agreement and
the other Loan Documents shall be true in all material respects as of the date
as of which they were made and shall also be true in all material respects at
and as of the time of the making of such Loan or the issuance, extension or
renewal of such Letter of Credit, with the same effect as if made at and as of that
time (except to the extent of changes resulting from transactions contemplated
or permitted by this Credit Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or in the aggregate
are not materially adverse, and to the extent that such representations and
warranties relate expressly to an earlier date) and no Default or Event of
Default shall have occurred and be continuing. 
The Administrative Agent shall have received a certificate of the
Borrower signed by an authorized officer of the Borrower to such effect.


 


12.2        No Legal Impediment.  No
change shall have occurred in any law or regulations thereunder or
interpretations thereof that in the reasonable opinion of any Lender would make
it illegal for such Lender to make such Loan or to participate in the issuance,
extension or renewal of such Letter of Credit or in the reasonable opinion of
the Administrative Agent would make it illegal for the Administrative Agent to
issue, extend or renew such Letter of Credit.


 


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12.3        Proceedings and Documents.  All
proceedings in connection with the transactions contemplated by this Credit
Agreement, the other Loan Documents and all other documents incident thereto shall
be satisfactory in substance and in form to the Lenders and to the
Administrative Agent and the Administrative Agent’s Special Counsel, and the
Lenders, the Administrative Agent and such counsel shall have received all
information and such counterpart originals or certified or other copies of such
documents as the Administrative Agent may reasonably request.


 


13.                               EVENTS OF DEFAULT;
ACCELERATION; ETC.


 


13.1        Events of Default and Acceleration.  If
any of the following events (“Events of Default”) shall occur:


 


(a)           the Borrower shall fail to pay any principal of the Loans
or any Reimbursement Obligation when the same shall become due and payable,
whether at the stated date of maturity or any accelerated date of maturity or
at any other date fixed for payment;


 


(b)           the Borrower or any of its Subsidiaries shall fail to pay
any interest on the Loans, any Fees, or other sums due hereunder or under any
of the other Loan Documents, within three (3) days of such sum becoming due and
payable, whether at the stated date of maturity or any accelerated date of
maturity or at any other date fixed for payment;


 


(c)           the Borrower shall fail to comply with any of its
covenants contained in §§8.5, 8.6.1, 8.12, 8.14, 8.18, 8.20, 9 or 10;


 


(d)           the Borrower or any of its Subsidiaries shall
(i) fail to comply with the covenants contained in §8.4 for five (5) days,
or (ii) fail to perform any term, covenant or agreement contained herein
or in any of the other Loan Documents (other than those specified elsewhere in
this §13.1 (including §13.1(a), (b), and (c))) for twenty (20) days after
written notice of such failure has been given to the Borrower by the
Administrative Agent;


 


(e)           any representation or warranty of the Borrower or any of
its Subsidiaries in this Credit Agreement or any of the other Loan Documents or
in any other document or instrument delivered pursuant to or in connection with
this Credit Agreement shall prove to have been false in any material respect
upon the date when made or deemed to have been made or repeated;


 


(f)            the Borrower or any of its Subsidiaries (other than the
SPVs) shall (i)(A) fail to pay at maturity, or within any applicable
period of grace, any obligation for borrowed money (including the obligations
of the Borrower and its Subsidiaries, as the case may be, under the New Senior
Note Indenture or the Sale-Leaseback Transaction but excluding (subject to
clause (i)(B) hereof) the FFCA Mortgage Financing Documents), credit
received or in respect of any Capitalized Leases which obligation exceeds $1,000,000,
or (B) fail to observe or perform any material term, covenant or agreement
contained in the FFCA Master Leases or the FFCA Amended and Restated Master
Lease, or (ii) fail to observe or perform any material term, covenant or
agreement contained in any agreement by which it is bound, evidencing or
securing borrowed money (including the New Senior Note Indenture and the
Sale-Leaseback Transaction Documents but excluding the FFCA Mortgage Financing
Documents) or credit received or in


 


73

















 


respect of any Capitalized
Leases which obligation exceeds $1,000,000 for such period of time as would
permit (assuming the giving of appropriate notice if required) the holder or
holders thereof or of any obligations issued thereunder to accelerate the
maturity thereof or to require the Borrower, to prepay, redeem or repurchase
such obligations in whole or in part or offer to prepay, redeem or repurchase
such obligations in whole or in part;


 


(g)           the Borrower or any of its Subsidiaries shall make an
assignment for the benefit of creditors, or admit in writing its inability to
pay or generally fail to pay its debts as they mature or become due, or shall
petition or apply for the appointment of a trustee or other custodian, liquidator
or receiver of the Borrower or any of its Subsidiaries or of any substantial
part of the assets of the Borrower or any of its Subsidiaries or shall commence
any case or other proceeding relating to the Borrower or any of its
Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any
jurisdiction, now or hereafter in effect, or shall take any action to authorize
or in furtherance of any of the foregoing, or if any such petition or
application shall be filed or any such case or other proceeding shall be
commenced against the Borrower or any of its Subsidiaries and the Borrower or
any of its Subsidiaries shall indicate its approval thereof, consent thereto or
acquiescence therein or such petition or application shall not have been
dismissed within sixty (60) days following the filing thereof;


 


(h)           a decree or order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating the Borrower or any of its
Subsidiaries bankrupt or insolvent, or approving a petition in any such case or
other proceeding, or a decree or order for relief is entered in respect of the
Borrower or any Subsidiary of the Borrower in an involuntary case under federal
bankruptcy laws as now or hereafter constituted;


 


(i)            there shall remain in force, undischarged, unsatisfied
and unstayed, for more than thirty days any final judgment against the Borrower
or any of its Subsidiaries that, with other outstanding final judgments,
undischarged, against the Borrower or any of its Subsidiaries exceeds in the
aggregate (exclusive of any amounts fully covered by insurance (less any
applicable deductible)) $1,000,000;


 


(j)            if any of the Loan Documents shall be cancelled,
terminated, revoked or rescinded or the Administrative Agent’s security
interests, mortgages or liens in a substantial portion of the Collateral shall
cease to be perfected, or shall cease to have the priority contemplated by the
Security Documents, in each case otherwise than in accordance with the terms
thereof or pursuant to any transaction permitted hereunder or with the express
prior written agreement, consent or approval of the Lenders, or any action at
law, suit or in equity or other legal proceeding to cancel, revoke or rescind
any of the Loan Documents shall be commenced by or on behalf of the Borrower or
any of its Subsidiaries party thereto or any of their respective stockholders,
or any court or any other governmental or regulatory authority or agency of competent
jurisdiction shall make a determination that, or issue a judgment, order,
decree or ruling to the effect that, any one or more of the Loan Documents is
illegal, invalid or unenforceable in accordance with the terms thereof;


 


(k)           the Borrower or any ERISA Affiliate incurs any termination
liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of
ERISA in an


 


74

















 


aggregate amount exceeding
$1,000,000, or the Borrower or any ERISA Affiliate is assessed withdrawal
liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring
aggregate annual payments exceeding $100,000, or any of the following occurs
with respect to a Guaranteed Pension Plan: 
(i) an ERISA Reportable Event, or a failure to make a required
installment or other payment (within the meaning of §302(f)(1) of ERISA), provided
that such event (A) could reasonably be expected to result in liability of
the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension
Plan in an aggregate amount exceeding $100,000 and (B) could reasonably be
expected to constitute grounds for the termination of such Guaranteed Pension
Plan by the PBGC, for the appointment by the appropriate United States District
Court of a trustee to administer such Guaranteed Pension Plan or for the
imposition of a lien in favor of such Guaranteed Pension Plan; or (ii) the
appointment by a United States District Court of a trustee to administer such
Guaranteed Pension Plan; or (iii) the institution by the PBGC of
proceedings to terminate such Guaranteed Pension Plan;


 


(l)            there shall occur any material damage to, or loss, theft
or destruction of, any Collateral, whether or not insured, or any strike,
lockout, labor dispute, embargo, condemnation, act of God or public enemy, or
other casualty, or any eviction of the Borrower from any Units, which in any
such case causes, for more than fifteen (15) consecutive days, the cessation or
substantial curtailment of revenue producing activities of the Borrower or any
of its Subsidiaries which would have a Material Adverse Effect; or


 


(m)          a Change of Control shall occur; then, and in any such
event, so long as the same may be continuing, the Administrative Agent may, and
upon the request of the Required Lenders shall, by notice in writing to the
Borrower declare all amounts owing with respect to this Credit Agreement, the
Revolving Credit Notes and the other Loan Documents and all Reimbursement
Obligations to be, and they shall thereupon forthwith become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrower; provided that
in the event of any Event of Default specified in §§13.1(g) or 13.1(h), all
such amounts shall become immediately due and payable automatically and without
any requirement of notice from the Administrative Agent or any Lender.


 


13.2        Termination of Commitments.  If
any one or more of the Events of Default specified in §13.1(g) or §13.1(h)
shall occur, any unused portion of the credit hereunder shall forthwith
terminate and each of the Lenders shall be relieved of all further obligations
to make Loans to the Borrower and the Administrative Agent shall be relieved of
all further obligations to issue, extend or renew Letters of Credit.  If any other Event of Default shall have
occurred and be continuing, the Administrative Agent may and, upon the request
of the Required Lenders, shall, by notice to the Borrower, terminate the unused
portion of the credit hereunder, and upon such notice being given such unused
portion of the credit hereunder shall terminate immediately and each of the
Lenders shall be relieved of all further obligations to make Loans and the
Administrative Agent shall be relieved of all further obligations to issue,
extend or renew Letters of Credit.  No
termination of the credit hereunder shall relieve the Borrower or any of its
Subsidiaries of any of the Obligations.


 


75

















 


13.3        Remedies.  In case
any one or more of the Events of Default shall have occurred and be continuing,
and whether or not the Lenders shall have accelerated the maturity of the Loans
pursuant to §13.1, each Lender, if owed any amount with respect to the Loans or
the Reimbursement Obligations, may, with the consent of the Required Lenders
but not otherwise, proceed to protect and enforce its rights by suit in equity,
action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Credit Agreement and
the other Loan Documents or any instrument pursuant to which the Obligations to
such Lender are evidenced, including as permitted by applicable law the
obtaining of the ex parte appointment of a receiver, and, if
such amount shall have become due, by declaration or otherwise, proceed to
enforce the payment thereof or any other legal or equitable right of such
Lender.  No remedy herein conferred upon
any Lender or the Administrative Agent or the holder of any Revolving Credit
Note or purchaser of any Letter of Credit Participation is intended to be
exclusive of any other remedy and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or any other provision of law.


 


13.4        Distribution of Collateral Proceeds.  In
the event that, following the occurrence or during the continuance of any Event
of Default, the Administrative Agent or any Lender, as the case may be,
receives any monies in connection with the enforcement of any of the Security
Documents, or otherwise with respect to the realization upon any of the
Collateral, such monies shall be distributed for application as follows:


 


(a)           First, to the payment of, or (as the case may be) the
reimbursement of the Administrative Agent for or in respect of all reasonable
costs, expenses, disbursements and losses which shall have been incurred or
sustained by the Administrative Agent in connection with the collection of such
monies by the Administrative Agent, for the exercise, protection or enforcement
by the Administrative Agent of all or any of the rights, remedies, powers and
privileges of the Administrative Agent under this Credit Agreement or any of
the other Loan Documents or in respect of the Collateral or in support of any
provision of adequate indemnity to the Administrative Agent against any taxes
or liens which by law shall have, or may have, priority over the rights of the
Administrative Agent to such monies;


 


(b)           Second, to all other Obligations in such order or
preference as the Administrative Agent may reasonably determine in good faith; provided,
however, that (i) distributions shall be made (A) pari  passu
among Obligations with respect to the Administrative Agent’s Fee and all other
Obligations and (B) with respect to each type of Obligation owing to the
Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata,
and (ii) the Administrative Agent may in its discretion make proper
allowance to take into account any Obligations not then due and payable;


 


(c)           Third, upon payment and satisfaction in full or other
provisions for payment in full satisfactory to the Lenders and the
Administrative Agent of all of the Obligations, to the payment of any
obligations required to be paid pursuant to §9-608(a)(1)(C) or 9-615(a)(3)
of the Uniform Commercial Code of the Commonwealth of Massachusetts; and


 


(d)           Fourth, the excess, if any, shall be returned to the
Borrower or to such other Persons as are entitled thereto.


 


76

















 


14.                               THE ADMINISTRATIVE AGENT.


 


14.1        Authorization.


 


(a)           The Administrative Agent is authorized to take such action
on behalf of each of the Lenders and to exercise all such powers as are
hereunder and under any of the other Loan Documents and any related documents
delegated to the Administrative Agent, together with such powers as are
reasonably incident thereto, including the authority, without the necessity of
any notice to or further consent of the Lenders, from time to time to take any
action with respect to any Collateral or the Security Documents which may be
necessary to perfect, maintain perfected or insure the priority of the security
interest in and liens upon the Collateral granted pursuant to the Security
Documents, provided that no duties or responsibilities not expressly
assumed herein or therein shall be implied to have been assumed by the
Administrative Agent.


 


(b)           The relationship between the Administrative Agent and each
of the Lenders is that of an independent contractor.  The use of the term “Administrative Agent”
is for convenience only and is used to describe, as a form of convention, the
independent contractual relationship between the Administrative Agent and each
of the Lenders.  Nothing contained in
this Credit Agreement nor the other Loan Documents shall be construed to create
an agency, trust or other fiduciary relationship between the Administrative
Agent and any of the Lenders.


 


(c)           As an independent contractor empowered by the Lenders to
exercise certain rights and perform certain duties and responsibilities
hereunder and under the other Loan Documents, the Administrative Agent is
nevertheless a “representative” of the Lenders, as that term is defined
in Article 1 of the Uniform Commercial Code, for purposes of actions for
the benefit of the Lenders and the Administrative Agent with respect to all
collateral security and guaranties contemplated by the Loan Documents.  Such actions include the designation of the
Administrative Agent as “secured party,” “mortgagee” or the like
on all financing statements and other documents and instruments, whether
recorded or otherwise, relating to the attachment, perfection, priority or
enforcement of any security interests, mortgages or deeds of trust in
collateral security intended to secure the payment or performance of any of the
Obligations, all for the benefit of the Lenders and the Administrative Agent.


 


14.2        Employees and Administrative Agents.  The
Administrative Agent may exercise its powers and execute its duties by or
through employees or agents and shall be entitled to take, and to rely on,
advice of counsel concerning all matters pertaining to its rights and duties
under this Credit Agreement and the other Loan Documents.  The Administrative Agent may utilize the
services of such Persons as the Administrative Agent in its sole discretion may
reasonably determine, and all reasonable fees and expenses of any such Persons
shall be paid by the Borrower.


 


14.3        No Liability. 
Neither the Administrative Agent nor any of its shareholders, directors,
officers or employees nor any other Person assisting them in their duties nor
any agent or employee thereof, shall be liable for any waiver, consent or
approval given or any action taken, or omitted to be taken, in good faith by it
or them hereunder or under any of the other Loan Documents, or in connection
herewith or therewith, or be responsible for the consequences


 


77

















 


of any oversight or error of
judgment whatsoever, except that the Administrative Agent or such other Person,
as the case may be, may be liable for losses due to its willful misconduct or
gross negligence.


 


14.4        No Representations.


 


14.4.1           General.  The
Administrative Agent shall not be responsible for the execution or validity or
enforceability of this Credit Agreement, the Revolving Credit Notes, the
Letters of Credit, any of the other Loan Documents or any instrument at any
time constituting, or intended to constitute, collateral security for the
Revolving Credit Notes, or for the value of any such collateral security or for
the validity, enforceability or collectability of any such amounts owing with
respect to the Revolving Credit Notes, or for any recitals or statements,
warranties or representations made herein or in any of the other Loan Documents
or in any certificate or instrument hereafter furnished to it by or on behalf
of the Borrower or any of its Subsidiaries, or be bound to ascertain or inquire
as to the performance or observance of any of the terms, conditions, covenants
or agreements herein or in any instrument at any time constituting, or intended
to constitute, collateral security for the Revolving Credit Notes or to inspect
any of the properties, books or records of the Borrower or any of its
Subsidiaries.  The Administrative Agent
shall not be bound to ascertain whether any notice, consent, waiver or request
delivered to it by the Borrower or any holder of any of the Revolving Credit
Notes shall have been duly authorized or is true, accurate and complete.  The Administrative Agent has not made nor
does it now make any representations or warranties, express or implied, nor
does it assume any liability to the Lenders, with respect to the creditworthiness
or financial conditions of the Borrower or any of its Subsidiaries.  Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender, and based upon such information and documents as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Credit Agreement.


 


14.4.2           Closing Documentation, etc.  For purposes of determining
compliance with the conditions set forth in §11, each Lender that has executed
this Credit Agreement shall be deemed to have consented to, approved or
accepted, or to be satisfied with, each document and matter either sent, or
made available, by the Administrative Agent to such Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to such Lender.


 


14.5        Payments.


 


14.5.1           Payments to Administrative Agent.  A
payment by the Borrower to the Administrative Agent hereunder or any of the
other Loan Documents for the account of any Lender shall constitute a payment
to such Lender.  The Administrative Agent
agrees promptly to distribute to each Lender such Lender’s pro rata
share of payments received by the Administrative Agent for the account of the
Lenders except as otherwise expressly provided herein or in any of the other
Loan Documents.


 


14.5.2           Distribution by Administrative
Agent.  If in the opinion of the Administrative Agent
the distribution of any amount received by it in such capacity hereunder, under
the Revolving Credit Notes or under any of the other Loan Documents might
involve it in


 


78

















 


liability, it may refrain from
making distribution until its right to make distribution shall have been
adjudicated by a court of competent jurisdiction.  If a court of competent jurisdiction shall
adjudge that any amount received and distributed by the Administrative Agent is
to be repaid, each Person to whom any such distribution shall have been made
shall either repay to the Administrative Agent its proportionate share of the
amount so adjudged to be repaid or shall pay over the same in such manner and
to such Persons as shall be determined by such court.


 


14.5.3           Delinquent Lenders. 
Notwithstanding anything to the contrary contained in this Credit
Agreement or any of the other Loan Documents, any Lender that fails (a) to
make available to the Administrative Agent its pro  rata share of
any Loan or to purchase any Letter of Credit Participation or (b) to
comply with the provisions of §16.1 with respect to making dispositions and
arrangements with the other Lenders, where such Lender’s share of any payment
received, whether by setoff or otherwise, is in excess of its pro rata
share of such payments due and payable to all of the Lenders, in each case as,
when and to the full extent required by the provisions of this Credit
Agreement, shall be deemed delinquent (a “Delinquent Lender”) and shall
be deemed a Delinquent Lender until such time as such delinquency is
satisfied.  A Delinquent Lender shall be
deemed to have assigned any and all payments due to it from the Borrower,
whether on account of outstanding Loans, Unpaid Reimbursement Obligations,
interest, fees or otherwise, to the remaining nondelinquent Lenders for
application to, and reduction of, their respective pro  rata
shares of all outstanding Loans and Unpaid Reimbursement Obligations.  The Delinquent Lender hereby authorizes the
Administrative Agent to distribute such payments to the nondelinquent Lenders
in proportion to their respective pro rata shares of all
outstanding Loans and Unpaid Reimbursement Obligations.  A Delinquent Lender shall be deemed to have
satisfied in full a delinquency when and if, as a result of application of the
assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations
of the nondelinquent Lenders, the Lenders’ respective pro rata
shares of all outstanding Loans and Unpaid Reimbursement Obligations have
returned to those in effect immediately prior to such delinquency and without
giving effect to the nonpayment causing such delinquency.


 


14.6        Holders of Revolving Credit Notes.  The
Administrative Agent may deem and treat the payee of any Revolving Credit Note
or the purchaser of any Letter of Credit Participation as the absolute owner or
purchaser thereof for all purposes hereof until it shall have been furnished in
writing with a different name by such payee or by a subsequent holder, assignee
or transferee.


 


14.7        Indemnity.  The
Lenders ratably agree hereby to indemnify and hold harmless the Administrative
Agent and its affiliates from and against any and all claims, actions and suits
(whether groundless or otherwise), losses, damages, costs, expenses (including
any expenses for which the Administrative Agent or such affiliate has not been
reimbursed by the Borrower as required by §16.2), liabilities and payments of
every nature and character (collectively, the “Indemnified Liabilities”)
arising out of or related to this Credit Agreement, the Revolving Credit Notes,
or any of the other Loan Documents (including any and all payments made by
Administrative Agent pursuant to the terms of the Transitional Arrangements
Agreement) or the transactions contemplated or evidenced hereby or thereby, or
the Administrative Agent’s actions taken hereunder or thereunder, except to the
extent that any of the same shall be directly caused by the Administrative
Agent’s willful misconduct or gross negligence. 
Without limitation of the 


 


79

















 


foregoing, each Lender shall
pay to Administrative Agent promptly upon demand an amount equal to such
Lender’s Commitment Percentage of any Indemnified Liabilities incurred by
Administrative Agent.


 


14.8        Administrative Agent as Lender.  In
its individual capacity, WFF shall have the same obligations and the same
rights, powers and privileges in respect to its Commitment and the Loans made
by it, and as the holder of any of the Revolving Credit Notes and as the
purchaser of any Letter of Credit Participations, as it would have were it not
also the Administrative Agent.


 


14.9        Resignation.  The
Administrative Agent may resign at any time by giving sixty (60) days’ prior
written notice thereof to the Lenders and the Borrower.  Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Administrative Agent.  Unless an Event of Default shall have
occurred and be continuing, such successor Administrative Agent shall be
reasonably acceptable to the Borrower. 
If no successor Administrative Agent shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent’s giving of notice of resignation,
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent, which shall be a financial institution having a
rating of not less than A or its equivalent by S&P.  Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. 
After any retiring Administrative Agent’s resignation, the provisions of
this Credit Agreement and the other Loan Documents shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while
it was acting as Administrative Agent.


 


14.10      Notification of Defaults and Events of
Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of a Default unless the
Administrative Agent has received a written notice from a Lender or the
Borrower specifying such Default and stating that such notice is a “Notice of
Default.”  In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the
Administrative Agent shall give prompt notice thereof to the Lenders.  Each Lender hereby agrees that, upon learning
of the existence of a Default or an Event of Default, it shall promptly notify
the Administrative Agent thereof.


 


14.11      Duties in the Case of Enforcement.  In
case one or more Events of Default have occurred and shall be continuing, and
whether or not acceleration of the Obligations shall have occurred, the
Administrative Agent shall, if (a) so requested by the Required Lenders
and (b) the Lenders have provided to the Administrative Agent such
additional indemnities and assurances against expenses and liabilities as the
Administrative Agent may reasonably request, proceed to enforce the provisions
of the Security Documents authorizing the sale or other disposition of all or
any part of the Collateral and exercise all or any such other legal and
equitable and other rights or remedies as it may have in respect of such
Collateral.  The Required Lenders may
direct the Administrative Agent in writing as to the method and the extent of
any such sale or other disposition, the Lenders hereby agreeing to indemnify
and hold the Administrative Agent,


 


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harmless from all liabilities
incurred in respect of all actions taken or omitted in accordance with such
directions; provided that the Administrative Agent need not comply with
any such direction to the extent that the Administrative Agent reasonably
believes the Administrative Agent’s compliance with such direction to be
unlawful or commercially unreasonable in any applicable jurisdiction.


 


14.12      Release of Collateral.  The
Lenders irrevocably authorize the Administrative Agent, at its option and in
its discretion, to release any Lien granted to or held by the Administrative
Agent upon any Collateral:  (a) upon
termination of the Commitments and payment in full of all Loans and all other
obligations known to the Administrative Agent and payable under this Agreement
or any other Loan Document; (b) constituting property sold or to be sold
or disposed of as part of or in connection with any disposition permitted
hereunder; (c) constituting property in which the Borrower or any
Restricted Subsidiary owned no interest at the time the Lien was granted or at
any time thereafter; (d) constituting property leased to the Borrower or
any Restricted Subsidiary under a lease which has expired or been terminated in
a transaction permitted under this Agreement or is about to expire and which
has not been, and is not intended by the Borrower or such Restricted Subsidiary
to be, renewed or extended; (e) consisting of an instrument evidencing
Indebtedness or other debt instrument, if the indebtedness thereby has been
paid in full in cash; or (f) if approved, authorized or ratified in
writing by the Required Lenders or, if required by §16.12, all the
Lenders.  Upon request by the
Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent’s authority to release particular types or items of
Collateral pursuant to this §14.12.


 


15.                               ASSIGNMENT AND
PARTICIPATION.


 


15.1        Conditions to Assignment by Lenders. 
Except as provided herein, each Lender may assign to one or more
commercial banks, other financial institutions or other Persons, all or a
portion of its interests, rights and obligations under this Credit Agreement
(including all or a portion of its Commitment Percentage and Commitment and the
same portion of the Loans at the time owing to it, the Revolving Credit Notes
held by it and its participating interest in the risk relating to any Letters
of Credit); provided that (a) each of the Administrative Agent and,
unless a Default or Event of Default shall have occurred and be continuing, the
Borrower shall have given its prior written consent to such assignment, which
consent, in the case of the Administrative Agent and the Borrower, will not be
unreasonably withheld; except that the consent of the Borrower or the
Administrative Agent shall not be required in connection with any assignment by
a Lender to (i) an existing Lender or (ii) a Lender Affiliate of such
Lender, (b) each such assignment shall be of a constant, and not a
varying, percentage of all the assigning Lender’s rights and obligations under
this Credit Agreement, it being understood that non-pro rata assignments of the
Commitments and the Revolving Credit Loans are not permitted, (c) each
assignment (or, in the case of assignments by a Lender to its Lender
Affiliates, the aggregate holdings of such Lender and its Lender Affiliates
after giving effect to such assignments), shall be in an amount not less than
$2,500,000 and in whole multiple increments of $500,000 in excess thereof (or
such lesser amount as shall constitute the aggregate holdings of such Lender),
and (d) the parties to such assignment shall execute and deliver to the Administrative
Agent, for recording in the Register (as hereinafter defined), an Assignment
and Acceptance, together with any Revolving Credit Notes subject to such
assignment.  Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and


 


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Acceptance, which effective
date shall be at least five (5) Business Days after the execution thereof,
(y) the assignee thereunder shall be a party hereto and, to the extent
provided in such Assignment and Acceptance, have the rights and obligations of
a Lender hereunder, and (z) the assigning Lender shall, to the extent
provided in such assignment and upon payment to the Administrative Agent of the
assignment fee referred to in §15.3, be released from its obligations under
this Credit Agreement.


 


15.2        Certain Representations and
Warranties; Limitations; Covenants.  By executing and delivering an
Assignment and Acceptance, the parties to the assignment thereunder confirm to
and agree with each other and the other parties hereto as follows:


 


(a)           other than the representation and warranty that it is the
legal and beneficial owner of the interest being assigned thereby free and
clear of any adverse claim, the assigning Lender makes no representation or
warranty, express or implied, and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant hereto or the
attachment, perfection or priority of any security interest or mortgage;


 


(b)           the assigning Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Borrower and its Subsidiaries or any other Person primarily or secondarily
liable in respect of any of the Obligations, or the performance or observance
by the Borrower and its Subsidiaries or any other Person primarily or
secondarily liable in respect of any of the Obligations of any of their
obligations under this Credit Agreement or any of the other Loan Documents or
any other instrument or document furnished pursuant hereto or thereto;


 


(c)           such assignee confirms that it has received a copy of this
Credit Agreement, together with copies of the most recent financial statements
referred to in §§7.4 and 8.4 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance;


 


(d)           such assignee will, independently and without reliance
upon the assigning Lender, the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Credit Agreement;


 


(e)           such assignee appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
under this Credit Agreement and the other Loan Documents as are delegated to
the Administrative Agent by the terms hereof or thereof, together with such
powers as are reasonably incidental thereto;


 


(f)            such assignee agrees that it will perform in accordance
with their terms all of the obligations that by the terms of this Credit
Agreement are required to be performed by it as a Lender;


 


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(g)           such assignee represents and warrants that it
is legally authorized to enter into such Assignment and Acceptance;


 


(h)           such assignee acknowledges that it has made
arrangements with the assigning Lender satisfactory to such assignee with
respect to its pro rata share of Letter of Credit Fees in
respect of outstanding Letters of Credit; and


 


(i)            such assignee acknowledges that it has
complied with the provisions of §5.2.3 to the extent applicable;


 


provided,
that no assignment and delegation may be made to any Person if, at the time of
such assignment and delegation, the Borrower would be obligated to pay any
greater amount under §§5.2.2, 5.6 or 5.7 to the assignee than the Borrower is
then obligated to pay to the assigning Lender under such Sections (and if any
assignment is made in violation of the foregoing, the Borrower will not be
required to pay the incremental amounts).


 


15.3        Register.  The Administrative Agent shall maintain a
copy of each Assignment and Acceptance delivered to it and a register or
similar list (the “Register”) for the recordation of the names and
addresses of the Lenders and the Commitment Percentage of, and principal amount
of the Revolving Credit Loans owing to and Letter of Credit Participations
purchased by, the Lenders from time to time. 
The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Credit Agreement. 
The Register shall be available for inspection by the Borrower and the
Lenders at any reasonable time and from time to time upon reasonable prior
notice.  Upon each such recordation, the
assigning Lender agrees to pay to the Administrative Agent an assignment fee in
the sum of $3,500.


 


15.4        New Revolving Credit Notes.  Upon
its receipt of an Assignment and Acceptance executed by the parties to such
assignment, together with each Revolving Credit Note subject to such
assignment, the Administrative Agent shall (a) record the information
contained therein in the Register, and (b) give prompt notice thereof to
the Borrower and the Lenders (other than the assigning Lender).  Within five (5) Business Days after receipt
of such notice, the Borrower, at its own expense, shall execute and deliver to
the Administrative Agent, in exchange for each surrendered Revolving Credit
Note, a new Revolving Credit Note to the order of such Assignee in an amount
equal to the amount assumed by such Assignee pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained some portion of its
obligations hereunder, a new Revolving Credit Note to the order of the
assigning Lender in an amount equal to the amount retained by it hereunder.  Such new Revolving Credit Notes shall provide
that they are replacements for the surrendered Revolving Credit Notes, shall be
in an aggregate principal amount equal to the aggregate principal amount of the
surrendered Revolving Credit Notes, shall be dated the effective date of such
Assignment and Acceptance, and shall otherwise be in substantially the form of
the assigned Revolving Credit Notes.  The
surrendered Revolving Credit Notes shall be cancelled and returned to the
Borrower.


 


15.5        Participations.  Each Lender may sell
participations to one or more Lenders or other entities in all or a portion of
such Lender’s rights and obligations under this Credit


 


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Agreement and the other Loan
Documents; provided that (a) each such participation shall be in an
amount of not less than $2,500,000, (b) any such sale or participation
shall not affect the rights and duties of the selling Lender hereunder to the
Borrower, (c) the Borrower and the Administrative Agent shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under each Loan Document, and (d) the only rights
granted to the participant pursuant to such participation arrangements with
respect to waivers, amendments or modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce
the principal of or the interest rate on any Loans, extend the term or increase
the amount of the Commitment of such Lender as it relates to such participant,
reduce the amount of any Commitment Fee or Letter of Credit Fees to which such
participant is entitled, extend any regularly scheduled payment date for
principal or interest, release all or substantially all of the Collateral or
release all or substantially all of the Guarantors from their guaranty
obligations under the Guaranties.


 


15.6        Assignee or Participant Affiliated with the Borrower.  If
any assignee Lender is an Affiliate of the Borrower, then any such assignee
Lender shall have no right to vote as a Lender hereunder or under any of the
other Loan Documents for purposes of granting consents or waivers or for
purposes of agreeing to amendments or other modifications to any of the Loan
Documents or for purposes of making requests to the Administrative Agent
pursuant to §13.1 or §13.2, and the determination of the Required Lenders shall
for all purposes of this Credit Agreement and the other Loan Documents be made
without regard to such assignee Lender’s interest in any of the Loans or
Reimbursement Obligations.  If any Lender
sells a participating interest in any of the Loans or Reimbursement Obligations
to a participant, and such participant is the Borrower or an Affiliate of the
Borrower, then such transferor Lender shall promptly notify the Administrative
Agent of the sale of such participation. 
A transferor Lender shall have no right to vote as a Lender hereunder or
under any of the other Loan Documents for purposes of granting consents or
waivers or for purposes of agreeing to amendments or modifications to any of
the Loan Documents or for purposes of making requests to the Administrative
Agent pursuant to §13.1 or §13.2 to the extent that such participation is
beneficially owned by the Borrower or any Affiliate of the Borrower, and the
determination of the Required Lenders shall for all purposes of this Credit
Agreement and the other Loan Documents be made without regard to the interest
of such transferor Lender in the Loans or Reimbursement Obligations to the
extent of such participation.


 


15.7        Miscellaneous Assignment Provisions.  Any
assigning Lender shall retain its rights to be indemnified pursuant to §16.3
with respect to any claims or actions arising prior to the date of such
assignment.  If the Reference Lender
transfers all of its interest, rights and obligations under this Credit
Agreement, the Administrative Agent shall, in consultation with the Borrower
and with the consent of the Borrower and the Required Lenders, appoint another
Lender to act as the Reference Lender hereunder.  Anything contained in this §15 to the
contrary notwithstanding, any Lender may at any time pledge or assign a
security interest in all or any portion of its interest and rights under this
Credit Agreement (including all or any portion of its Revolving Credit Notes)
to secure obligations of such Lender, including any pledge or assignment to
secure obligations to (a) any of the twelve Federal Reserve Banks
organized under §4 of the Federal Reserve Act, 12 U.S.C. §341 and (b) with
respect to any Lender that is a fund that invests in bank loans, to any lender
or any trustee for, or any other representative of, holders of obligations owed
or securities issued by such fund as security for such obligations or


 


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securities or any institutional
custodian for such fund or for such lender. 
Any foreclosure or similar action by any Person in respect of such
pledge or assignment shall be subject to the other provisions of this §15.  No such pledge or the enforcement thereof
shall release the pledgor Lender from its obligations hereunder or under any of
the other Loan Documents, provide any voting rights hereunder to the pledgee
thereof, or affect any rights or obligations of the Borrower or Administrative
Agent hereunder.


 


15.8        Assignment by Borrower.  The Borrower shall not assign
or transfer any of its rights or obligations under any of the Loan Documents
without the prior written consent of each of the Lenders.


 


16.          PROVISIONS OF GENERAL
APPLICATIONS.


 


16.1        Setoff.  The Borrower hereby grants to the
Administrative Agent and each of the Lenders a continuing lien, security
interest and right of setoff as security for all liabilities and obligations to
the Administrative Agent and each Lender, whether now existing or hereafter
arising, upon and against all deposits, credits, collateral and property, now
or hereafter in the possession, custody, safekeeping or control of the
Administrative Agent or such Lender or any Lender Affiliate and their
successors and assigns or in transit to any of them.  Regardless of the adequacy of any collateral,
if any of the Obligations are due and payable and have not been paid or any
Event of Default shall have occurred, any deposits or other sums credited by or
due from any of the Lenders to the Borrower and any securities or other
property of the Borrower in the possession of such Lender may, after giving
prior written notice thereof to the Borrower, be applied to or set off by such
Lender against the payment of Obligations and any and all other liabilities,
direct, or indirect, absolute or contingent, due and owing, now existing or
hereafter arising, of the Borrower to such Lender.  ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT
TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER ARE HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 
Each of the Lenders agree with each other Lender that (a) if an
amount to be set off is to be applied to Indebtedness of the Borrower to such
Lender, other than Indebtedness evidenced by the Revolving Credit Notes held by
such Lender or constituting Reimbursement Obligations owed to such Lender, such
amount shall be applied ratably to such other Indebtedness and to the
Indebtedness evidenced by all such Revolving Credit Notes held by such Lender
or constituting Reimbursement Obligations owed to such Lender, and (b) if
such Lender shall receive from the Borrower, whether by voluntary payment,
exercise of the right of setoff, counterclaim, cross action, enforcement of the
claim evidenced by the Revolving Credit Notes held by, or constituting
Reimbursement Obligations owed to, such Lender by proceedings against the
Borrower at law or in equity or by proof thereof in bankruptcy, reorganization,
liquidation, receivership or similar proceedings, or otherwise, and shall
retain and apply to the payment of the Revolving Credit Note or Revolving
Credit Notes held by, or Reimbursement Obligations owed to, such Lender any
amount in excess of its ratable portion of the payments received by all of the
Lenders with respect to the Revolving Credit Notes held by, and Reimbursement
Obligations owed to, all of the Lenders, such Lender will make such disposition
and arrangements with the other Lenders with respect to such excess, either by
way of distribution, pro  tanto assignment of claims, subrogation
or otherwise as shall result in each


 


85

















 


Lender receiving in respect of
the Revolving Credit Notes held by it or Reimbursement Obligations owed it, its
proportionate payment as contemplated by this Credit Agreement; provided
that if all or any part of such excess payment is thereafter recovered from
such Lender, such disposition and arrangements shall be rescinded and the
amount restored to the extent of such recovery, but without interest.


 


16.2        Expenses.  The Borrower agrees to pay (a) any taxes
(including any interest and penalties in respect thereto) payable by the
Administrative Agent or any of the Lenders (other than franchise taxes and
taxes based upon the Administrative Agent’s or any Lender’s net income, profits
or receipts) on or with respect to the transactions contemplated by this Credit
Agreement (the Borrower hereby agreeing to indemnify the Administrative Agent
and each Lender with respect thereto), (b) the reasonable fees, expenses
and disbursements of the Administrative Agent’s Special Counsel or any local
counsel to the Administrative Agent incurred in connection with the
preparation, syndication, administration or interpretation of the Loan
Documents and other instruments mentioned herein, each closing hereunder, any
amendments, modifications, approvals, consents or waivers hereto or hereunder,
or the cancellation of any Loan Document upon payment in full in cash of all of
the Obligations or pursuant to any terms of such Loan Document for providing
for such cancellation, (c) the fees, expenses and disbursements of the
Administrative Agent or any of its affiliates incurred by the Administrative
Agent or such affiliate in connection with the preparation, syndication,
administration or interpretation of the Loan Documents and other instruments
mentioned herein, including all title insurance premiums and surveyor,
engineering, appraisal, environmental reports to the extent required by this
Credit Agreement (including Phase I environmental assessments) and examination
charges, (d) any fees, costs, expenses and bank charges, including bank
charges for returned checks, incurred by the Administrative Agent in
establishing, maintaining or handling agency accounts, lock box accounts and
other accounts for the collection of any of the Collateral, (e) all
reasonable out-of-pocket expenses (including without limitation reasonable
attorneys’ fees and costs, which attorneys may be employees of any Lender (provided,
that there is no duplication of effort in respect of the expenses which are
charged to the Borrower) or the Administrative Agent, and reasonable
consulting, accounting, appraisal, investment bankruptcy and similar
professional fees and charges) incurred by any Lender or the Administrative
Agent in connection with (i) the enforcement of or preservation of rights
under any of the Loan Documents against the Borrower or any of its Subsidiaries
or the administration thereof after a Default or an Event of Default has
occurred and is continuing (including the negotiation of any restructuring or
“work-out” with the Borrower, whether or not consummated) and (ii) any
litigation, proceeding or dispute whether arising hereunder or otherwise, in
any way related to any Lender’s or the Administrative Agent’s relationship with
the Borrower or any of its Subsidiaries and (f) all reasonable fees,
expenses and disbursements of any Lender or the Administrative Agent incurred
in connection with UCC searches, UCC filings, intellectual property searches,
intellectual property filings or mortgage recordings.  The covenants contained in this §16.2 shall
survive payment or satisfaction in full of all other obligations.  In respect of §16.2(e), prior to the
occurrence and continuance of a Default, the Administrative Agent will notify
(telephonically or otherwise, as determined by the Administrative Agent in its
reasonable discretion) the Borrower prior to the engagement of any outside
business consulting or audit services. 
Borrower acknowledges that Administrative Agent has engaged CTS Capital
Advisors, LLC for consulting services.


 


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16.3        Indemnification.  The Borrower agrees to
indemnify and hold harmless the Administrative Agent, its affiliates and the
Lenders (collectively, the “Indemnitees”) from and against any and all
claims, actions and suits whether groundless or otherwise, and from and against
any and all liabilities, losses, damages and expenses of every nature and
character arising out of this Credit Agreement or any of the other Loan
Documents or the transactions contemplated hereby including, without
limitation, (a) any actual or proposed use by the Borrower or any of its
Subsidiaries of the proceeds of any of the Loans or Letters of Credit, (b) any
and all payments made by Administrative Agent or any Lender pursuant to the
terms of the Transitional Arrangements Agreement, (c) the reversal or
withdrawal of any provisional credits granted by the Administrative Agent upon
the transfer of funds from lock box, bank agency, concentration accounts or
otherwise under any cash management arrangements with the Borrower or any
Subsidiary or in connection with the provisional honoring of funds transfers,
checks or other items, (d) any actual or alleged infringement of any
patent, copyright, trademark, service mark or similar right of the Borrower or
any of its Subsidiaries comprised in the Collateral, (e) the Borrower or
any of its Subsidiaries entering into or performing this Credit Agreement or
any of the other Loan Documents or (f) with respect to the Borrower and its
Subsidiaries and their respective properties and assets, the violation of any
Environmental Law, the handling, disposal, escape, seepage, leakage, spillage,
discharge, emission, release or threatened release of any Hazardous Substances
or any action, suit, proceeding or investigation brought or threatened with
respect to any Hazardous Substances (including, but not limited to, claims with
respect to wrongful death, personal injury or damage to property) (all of the
foregoing, the “Indemnified Liabilities”), in each case including,
without limitation, the reasonable fees and disbursements of counsel and,
without duplication of effort, allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding; provided,
that the Borrower shall have no obligation hereunder to any Indemnitee with
respect to any Indemnified Liabilities to the extent such Indemnitee’s
liabilities result from the gross negligence or willful misconduct of such
Indemnitee as determined by a final non-appealable adjudication by a court of
competent jurisdiction.  In litigation,
or the preparation therefor, the Lenders and the Administrative Agent and its
affiliates shall be entitled to select their own counsel and, in addition to
the foregoing indemnity, the Borrower agrees to pay promptly the reasonable
fees and expenses of such counsel.  If,
and to the extent that the obligations of the Borrower under the first sentence
of this §16.3 are unenforceable for any reason (other than due to the operation
of the proviso to such first sentence), the Borrower hereby agrees to
make the maximum contribution to the payment in satisfaction of such
obligations which is permissible under applicable law.  The covenants contained in this §16.3 shall
survive payment or satisfaction in full of all other Obligations.


 


16.4        Treatment of Certain Confidential Information.


 


16.4.1           Confidentiality.  Each of the Lenders and the
Administrative Agent agrees, on behalf of itself and each of its affiliates,
directors, officers, employees and representatives, to use reasonable
precautions to keep confidential, in accordance with their customary procedures
for handling confidential information of the same nature and in accordance with
safe and sound banking practices, any non-public information supplied to it by
the Borrower or any of its Subsidiaries pursuant to this Credit Agreement that
is identified by such Person as being confidential at the time the same is
delivered to the Lenders or the Administrative Agent, provided that
nothing herein shall limit the disclosure of any such


 


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information (a) after such
information shall have become public other than through a violation of this
§16.4, or becomes available to any of the Lenders or the Administrative Agent
on a nonconfidential basis from a source other than the Borrower, (b) to
the extent required by statute, rule, regulation or judicial process,
(c) to counsel for any of the Lenders or the Administrative Agent,
(d) to bank examiners or any other regulatory authority having
jurisdiction over any Lender or the Administrative Agent, or to auditors or
accountants, (e) to the Administrative Agent, any Lender or any Financial
Affiliate, (f) in connection with any litigation to which any one or more
of the Lenders, the Administrative Agent or any Financial Affiliate is a party,
or in connection with the enforcement of rights or remedies hereunder or under
any other Loan Document, (g) to a Lender Affiliate or a Subsidiary or
affiliate of the Administrative Agent, (h) to any actual or prospective
assignee or participant or any actual or prospective counterparty (or its
advisors) to any swap or derivative transactions referenced to credit or other
risks or events arising under this Credit Agreement or any other Loan Document
so long as such assignee, participant or counterparty, as the case may be,
agrees to be bound by the provisions of §16.4 or (i) with the consent of
the Borrower.  Moreover, each of the
Administrative Agent, the Lenders and any Financial Affiliate is hereby
expressly permitted by the Borrower to refer to any of the Borrower and its
Subsidiaries in connection with any advertising, promotion or marketing
undertaken by the Administrative Agent, such Lender or such Financial Affiliate
and, for such purpose, the Administrative Agent, such Lender or such Financial
Affiliate may utilize any trade name, trademark, logo or other distinctive
symbol associated with the Borrower or any of its Subsidiaries or any of their
businesses.


 


16.4.2           Prior Notification. 
Unless specifically prohibited by applicable law or court order, each of
the Lenders and the Administrative Agent shall, prior to disclosure thereof,
notify the Borrower of any request for disclosure of any such non-public
information by any governmental agency or representative thereof (other than
any such request in connection with an examination of the financial condition
of such Lender by such governmental agency) or pursuant to legal process.


 


16.4.3           Other.  In no event shall any Lender
or the Administrative Agent be obligated or required to return any materials
furnished to it or any Financial Affiliate by the Borrower or any of its
Subsidiaries.  The obligations of each
Lender under this §16.4 shall supersede and replace the obligations of such
Lender under any confidentiality letter in respect of this financing signed and
delivered by such Lender to the Borrower prior to the date hereof and shall be
binding upon any assignee of, or purchaser of any participation in, any interest
in any of the Loans or Reimbursement Obligations from any Lender.


 


16.5        Survival of Covenants, etc.  All covenants, agreements,
representations and warranties made herein, in the Revolving Credit Notes, in
any of the other Loan Documents or in any documents or other papers delivered
by or on behalf of the Borrower or any of its Subsidiaries pursuant hereto
shall be deemed to have been relied upon by the Lenders and the Administrative
Agent, notwithstanding any investigation heretofore or hereafter made by any of
them, and shall survive the making by the Lenders of any of the Loans and the
issuance, extension or renewal of any Letters of Credit, as herein
contemplated, and shall continue in full force and effect so long as any Letter
of Credit or any amount due under this Credit Agreement or the Revolving Credit
Notes or any of the other Loan Documents remains outstanding or any Lender has
any obligation to make any Loans or the Administrative Agent has any obligation
to


 


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issue, extend or renew any
Letter of Credit, and for such further time as may be otherwise expressly
specified in this Credit Agreement.  All
statements contained in any certificate or other paper delivered to any Lender
or the Administrative Agent at any time by or on behalf of the Borrower or any
of its Subsidiaries pursuant hereto or in connection with the transactions
contemplated hereby shall constitute representations and warranties by the
Borrower or such Subsidiary hereunder.


 


16.6        Notices.  Except as otherwise expressly provided in
this Credit Agreement, all notices and other communications made or required to
be given pursuant to this Credit Agreement or the Revolving Credit Notes or any
Letter of Credit Applications shall be in writing and shall be delivered in
hand, mailed by United States registered or certified first-class mail, postage
prepaid, sent by overnight courier, or sent by telegraph, telecopy or facsimile
and confirmed by delivery via courier or postal service, addressed as follows:


 


(a)           if to the Borrower, at 1855 Boston Road,
Wilbraham, Massachusetts 01095, Attention: 
Paul Hoagland, with a mandatory copy to Aaron Parker at the same
address, or, in each case, at such other address for notice as the Borrower
shall last have furnished in writing to the Person giving the notice;


 


(b)           if to the Administrative Agent, at: Wells
Fargo Foothill, Inc., 2450 Colorado Avenue, Suite 3000 West, Santa Monica,
California 90404, Attn: Business Finance Division Manager; and


 


(c)           if to any Lender, at such Lender’s address
set forth on Schedule 1 hereto, or such other address for notice as
such Lender shall have last furnished in writing to the Person giving the
notice.


 


Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (i) if delivered by hand, overnight courier
or facsimile to a responsible officer of the party to which it is directed, at
the time of the receipt thereof by such officer or the sending of such
facsimile, and (ii) if sent by registered or certified first-class mail,
postage prepaid, on the third Business Day following the mailing thereof.


 


16.7        Governing
Law.  THIS CREDIT AGREEMENT AND, EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE
CONTRACTS UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL
PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW).  THE BORROWER AGREES THAT
ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS  OR ANY FEDERAL COURT
SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE
ADDRESS SPECIFIED IN §16.6.  THE BORROWER
HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY


 


89

















 


SUCH SUIT OR ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.


 


16.8        Headings.  The captions in this Credit Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof.


 


16.9        Counterparts.  This Credit Agreement and any
amendment hereof may be executed in several counterparts and by each party on a
separate counterpart, each of which when executed and delivered shall be an
original, and all of which together shall constitute one instrument.  In proving this Credit Agreement it shall not
be necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought. 
Delivery by facsimile by any of the parties hereto of an executed
counterpart hereof or of any amendment or waiver hereto shall be as effective
as an original executed counterpart hereof or of such amendment or waiver and
shall be considered a representation that an original executed counterpart
hereof or such amendment or waiver, as the case may be, will be delivered.


 


16.10      Entire Agreement, etc.  The Loan Documents and any
other documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated hereby.  Neither this Credit Agreement nor any term
hereof may be changed, waived, discharged or terminated, except as provided in
§16.12.


 


16.11      Waiver of Jury Trial.  EACH OF THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES ITS RIGHT TO A JURY TRIAL
WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS CREDIT AGREEMENT, THE REVOLVING CREDIT NOTES OR ANY OF THE OTHER LOAN
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE
OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING ANY
COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE
ADMINISTRATIVE AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE LOANS
OR ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED.  Except as
prohibited by law, the Borrower hereby waives any right it may have to claim or
recover in any litigation referred to in the preceding sentence any special,
exemplary, punitive or consequential damages or any damages other than, or in
addition to, actual damages.  The
Borrower (a) certifies that no representative, agent or attorney of any
Lender or the Administrative Agent has represented, expressly or otherwise,
that such Lender or the Administrative Agent would not, in the event of
litigation, seek to enforce the foregoing waivers and (b) acknowledges
that the Administrative Agent and the Lenders have been induced to enter into
this Credit Agreement, the other Loan Documents to which it is a party by,
among other things, the waivers and certifications contained herein.


 


16.12      Consents, Amendments, Waivers, etc.  Any
consent or approval required or permitted by this Credit Agreement to be given
by the Lenders may be given, and any term of this Credit Agreement, the other
Loan Documents or any other instrument related hereto or


 


90

















 


mentioned herein may be
amended, and the performance or observance by the Borrower or any of its
Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or
such other instrument or the continuance of any Default or Event of Default may
be waived (either generally or in a particular instance and either
retroactively or prospectively) with, but only with, the written consent of the
Borrower and the written consent of the Required Lenders; provided, that
the Borrower may unilaterally amend Schedule 7.19 as required by
§7.19 or Schedule 1(f). Notwithstanding the foregoing, no
amendment, modification or waiver shall:


 


(a)           without the written consent of the Borrower
and each Lender directly affected thereby:


 


(i)            reduce or forgive the principal amount of any
Loans or Reimbursement Obligations, or reduce the rate of interest on the
Revolving Credit Notes or the amount of the Commitment Fee or Letter of Credit
Fees (other than (A) interest accruing pursuant to §5.10 following the
effective date of any waiver by the Required Lenders of the Default or Event of
Default relating thereto or (B) as a result of a change in the definition
of Leverage Ratio or any of the components thereof or the method of calculation
thereto);


 


(ii)           increase the amount of such Lender’s
Commitment or extend the expiration date of such Lender’s Commitment;


 


(iii)          postpone or extend the Revolving Credit Loan
Maturity Date or any other regularly scheduled dates for payments of principal
of, or interest on, the Loans or Reimbursement Obligations or any Fees or other
amounts payable to such Lender (it being understood that (A) a waiver of
the application of the default rate of interest pursuant to §5.10, and
(B) any vote to rescind any acceleration made pursuant to §13.1 of amounts
owing with respect to the Loans and other Obligations shall require only the
approval of the Required Lenders); and


 


(iv)          other than pursuant to a transaction
permitted by the terms of this Credit Agreement, release all or substantially
all of the Collateral or release all or substantially all of the Guarantors
from their guaranty obligations under the Guaranties (excluding, if the
Borrower or any Subsidiary of a Borrower becomes a debtor under the federal
Bankruptcy Code, the release of “cash collateral,” as defined in
Section 363(a) of the federal Bankruptcy Code pursuant to a cash
collateral stipulation with the debtor approved by the Required Lenders);


 


(b)           without the written consent of all of the Lenders,
amend or waive this §16.12 or the definition of Required Lenders;


 


(c)           without the written consent of the
Administrative Agent, amend or waive §2.6.2, §14, the amount or time of payment
of the Administrative Agent’s Fee or any Letter of Credit Fees payable for the
Administrative Agent’s account or any other provision applicable to the
Administrative Agent.


 


No waiver shall extend to or affect any obligation not expressly waived
or impair any right consequent thereon. 
No course of dealing or delay or omission on the part of the
Administrative Agent or any Lender in exercising any right shall operate as a
waiver thereof or otherwise be


 


91

















 


prejudicial thereto.  No notice
to or demand upon the Borrower shall entitle the Borrower to other or further
notice or demand in similar or other circumstances.


 


16.13      Severability.  The provisions of this Credit
Agreement are severable and if any one clause or provision hereof shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall affect only such clause or provision, or
part thereof, in such jurisdiction, and shall not in any manner affect such
clause or provision in any other jurisdiction, or any other clause or provision
of this Credit Agreement in any jurisdiction.


 


16.14      No Novation.  This Agreement does not
extinguish the obligations for the payment of money outstanding under the
Original Credit Agreement or discharge or release the obligations or the liens
or priority of any mortgage, pledge, security agreement or any other security
therefor.  Nothing herein contained shall
be construed as a substitution or novation of the obligations outstanding under
the Original Credit Agreement  or
instruments securing the same, which shall remain in full force and effect,
except as modified hereby or by instruments executed concurrently
herewith.  Nothing expressed or implied
in this Agreement shall be construed as a release or other discharge of the
Borrower from any of their obligations or liabilities under the Original Credit
Agreement or any of the security agreements, pledge agreements, mortgages,
guaranties or other loan documents executed in connection therewith.  Each signatory to this Amended and Restated
Credit Agreement hereby (a) confirms and agrees that each Loan Document to
which it is a party that is not being amended and restated concurrently
herewith is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects except that on and after the Restatement
Effective Date all references in any such Loan Document to “the Revolving
Credit Agreement”, “the Credit Agreement”, “thereto,” “thereof,” “thereunder”
or words of like import referring to the Original Credit Agreement shall mean
the Original Credit Agreement as amended and restated by this Agreement; and
(b) confirms and agrees that to the extent that any such Loan Document purports
to assign or pledge to the Administrative Agent or to grant to the Administrative
Agent a security interest in or lien on, any collateral as security for the
obligations of the Borrower from time to time existing in respect of the
Original Credit Agreement, such pledge or assignment or grant of the security
interest or lien is hereby ratified and confirmed in all respects.


 


92

















 


IN WITNESS WHEREOF, the
undersigned have duly executed this Credit Agreement as a sealed instrument as
of the date first set forth above.


 


	
   

  	
  FRIENDLY ICE CREAM CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL V. HOAGLAND

  	
   

  
	
   

  	
   

  	
  Name: Paul V. Hoagland

  
	
   

  	
   

  	
  Title: VP Administration & CFO

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO FOOTHILL, INC, as

  Administrative Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STACY HOPKINS

  	
   

  
	
   

  	
   

  	
  Name: Stacy Hopkins

  
	
   

  	
   

  	
  Title: Vice President

  
					



 

















 


EXHIBIT A


FORM OF

ASSIGNMENT AND ACCEPTANCE


 


Dated as of            



 


Reference is made to the
Amended and Restated Revolving Credit Agreement, dated as of March 15, 2006 (as
from time to time amended and in effect, the “Credit Agreement”), by and
among FRIENDLY ICE CREAM CORPORATION, a Massachusetts corporation (the “Borrower”),
the financial institutions referred to therein as Lenders (collectively, the “Lenders”),
and WELLS FARGO FOOTHILL, INC., a California corporation, as agent (in such
capacity, the “Administrative Agent”) for the Lenders.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement.


 


                           
(the “Assignor”) and                       
(the “Assignee”) hereby agree as follows:


 


1.             Assignment.  Subject to the terms and conditions of this
Assignment and Acceptance, the Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes without recourse to the
Assignor, a $                       
interest in and to the rights, benefits, indemnities and obligations of the
Assignor under the Credit Agreement equal to              %
in respect of the Total Commitment immediately prior to the Effective Date
(as hereinafter defined).


 


2.             Assignor’s Representations.  The Assignor (i) represents and warrants that (A) it is
legally authorized to enter into this Assignment and Acceptance, (B) as of the
date hereof, its Commitment is $
                 
, its Commitment Percentage is          
%, the aggregate outstanding principal balance of its Revolving Credit Loans
equals $
             
the aggregate amount of its Letter of Credit Participations equals $
             (in
each case after giving effect to the assignment contemplated hereby but without
giving effect to any contemplated assignments which have not yet become
effective), and (C) immediately after giving effect to all assignments which
have not yet become effective, the Assignor’s Commitment Percentage will be
sufficient to give effect to this Assignment and Acceptance; (ii) makes no
representation or warranty, express or implied, and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or any of the other Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement, any of the other Loan Documents or any other
instrument or document furnished pursuant thereto or the attachment, perfection
or priority of any security interest or mortgage, other than that it is the
legal and beneficial owner of the interest being assigned by it hereunder free
and clear of any claim or encumbrance; (iii) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Borrower or any of its [Restricted] Subsidiaries or any other Person
primarily or secondarily liable in respect of any of the Obligations, or the
performance or observance by the Borrower or any of its [Restricted]
Subsidiaries or any other


 

















 


Person primarily or secondarily
liable in respect of any of the Obligations of any of its obligations under the
Credit Agreement or any of the other Loan Documents or any other instrument or
document delivered or executed pursuant thereto; and (iv) attaches hereto the
Revolving Credit Note delivered to it under the Credit Agreement.


 


The Assignor requests that
the Borrower exchange the Assignor’s Revolving Credit Note for new Revolving
Credit Notes payable to the Assignor and the Assignee as follows:


 


	
  Notes Payable to

  the Order of:

  	
   

  	
  Amount of Revolving 

  Credit Note:

  	
   

  
	
  Assignor

  	
   

  	
  $

  	
                

  	
   

  
	
  Assignee

  	
   

  	
  $

  	
                

  	
   

  



 


3.             Assignee’s Representations.  The
Assignee (i) represents and warrants that (A) it is duly and legally authorized
to enter into this Assignment and Acceptance, (B) the execution, delivery and
performance of this Assignment and Acceptance do not conflict with any
provision of law or of the charter or by-laws of the Assignee, or of any
agreement binding on the Assignee, (C) it has delivered or is delivering
concurrently herewith, the forms required by § 5.2.3 of the Credit Agreement,
and (D) all acts, conditions and things required to be done and performed and
to have occurred prior to the execution, delivery and performance of this
Assignment and Acceptance, and to render the same the legal, valid and binding
obligation of the Assignee, enforceable against it in accordance with its
terms, have been done and performed and have occurred in due and strict
compliance with all applicable laws; (ii) confirms that it has received a copy
of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to § 8.4 thereof and such other documents
and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Acceptance; (iii) agrees that it
will, independently and without reliance upon the Assignor, the Administrative
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement; (iv) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Credit Agreement and the other Loan
Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; and (v) agrees
that it will perform in accordance with their terms all the obligations which
by the terms of the Credit Agreement are required to be performed by it as a
Lender.


 


4.             Effective Date.  The effective date for this
Assignment and Acceptance shall be                            
(the “Effective Date”).  Following
the execution of this Assignment and Acceptance and, unless a Default or an
Event of Default shall have occurred and be continuing, the consent of the
Borrower hereto having been obtained, each party hereto shall deliver its duly
executed counterpart hereof to the Administrative Agent for consent by the
Administrative Agent and recording in the Register by the Administrative Agent.


 


2

















 


5.             Rights Under Credit Agreement.  Upon
such acceptance and recording, from and after the Effective Date, (i) the
Assignee shall be a party to the Credit Agreement and, to the extent provided
in this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder, and (ii) the Assignor shall, with respect to that portion of its
interest under the Credit Agreement assigned hereunder, relinquish its rights
and be released from its obligations under the Credit Agreement; provided,
however, that the Assignor shall retain its rights to be indemnified pursuant
to §§ 5.9, 14.7, and 16.3 of the Credit Agreement with respect to any
claims or actions arising prior to the Effective Date.


 


6.             Payments.  Upon such acceptance of this
Assignment and Acceptance by the Administrative Agent and such recording, from
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the rights and interests assigned hereby (including payments of
principal, interest, fees and other amounts) to the Assignee.  The Assignor and the Assignee shall make any
appropriate adjustments in payments for periods prior to the Effective Date by
the Administrative Agent or with respect to the making of this assignment directly
between themselves.


 


7.             Governing Law.  THIS
ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT TO
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).


 


8.             Counterparts.  This Assignment and Acceptance
may be executed in any number of counterparts which shall together constitute
but one and the same agreement.




IN WITNESS
WHEREOF, intending to
be legally bound, each of the undersigned has caused this Assignment and
Acceptance to be executed on its behalf by its officer thereunto duly
authorized, as of the date first above written.


 


3

















 


	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  CONSENTED TO:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WELLS FARGO FOOTHILL, INC.,

  	
   

  
	
  As
  Administrative Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


4

















 


EXHIBIT B


 


FORM OF REVOLVING CREDIT NOTE


 


$
                                                                                                                                                                                     as of       ,
20  


 


FOR VALUE RECEIVED, the
undersigned, FRIENDLY ICE CREAM CORPORATION, a Massachusetts corporation (the “Borrower”),
hereby absolutely and unconditionally promises to pay to the order of [PAYEE
LENDER] (the “Lender”) at the Administrative Agent’s Office (as defined
in the Credit Agreement referred to below):


 


(a)           prior to or on [PAYMENT DATE] the principal
amount of [              
Dollars ($           )]
or, if less, the aggregate unpaid principal amount of Revolving Credit Loans
advanced by the Lender to the Borrower pursuant to the Amended and Restated
Revolving Credit Agreement, dated as of March 15, 2006 (as amended and in
effect from time to time, the “Credit Agreement”), among the Borrower,
the Lenders and Fleet National Bank, as Administrative Agent for the Lenders;


 


(b)           interest on the principal balance hereof from
time to time outstanding from the Closing Date under the Credit Agreement
through and including the maturity date hereof at the times and at the rates
provided in the Credit Agreement; and


 


(c)           all fees and other Obligations due to the
Lender.


 


This Revolving Credit Note
evidences borrowings under, is subject to the terms and conditions of, and has
been issued by the Borrower in accordance with the terms of the Credit
Agreement, and is a Revolving Credit Note referred to therein.  The Lender and any holder hereof is entitled
to the benefits and subject to the conditions of the Credit Agreement and the
other Loan Documents, and may enforce the agreements of the Borrower contained
therein, and any holder hereof may exercise the respective remedies provided
for thereby or otherwise available in respect thereof, all in accordance with
the respective terms thereof.  All
capitalized terms used in this Revolving Credit Note and not otherwise defined
herein shall have the same meanings herein as in the Credit Agreement.


 


The Borrower irrevocably
authorizes the Lender to make or cause to be made, at or about the time of the
Drawdown Date of any Revolving Credit Loan or at the time of receipt of any
payment of principal of this Revolving Credit Note, an appropriate notation on
the record attached hereto, or the continuation of such record, or any other
similar record, including computer records, reflecting the making of such
Revolving Credit Loan or (as the case may be) the receipt of such payment.  The outstanding amount of the Revolving
Credit Loans set forth on such record, or the continuation of such record, or
any other similar record, including computer records, maintained by the Lender
with respect to any Revolving Credit Loans shall be prima  facie
evidence of the principal amount thereof owing and unpaid to the Lender, but
the failure to record, or any error in so recording, any such amount on any
such record, continuation or other record shall not limit or otherwise affect
the obligation of the Borrower hereunder or under the Credit Agreement to make
payments of principal of and interest on this Revolving Credit Note when due.


 


5

















 


The Borrower has the right
in certain circumstances and the obligation under certain other circumstances
to prepay the whole or part of the principal of this Revolving Credit Note on
the terms and conditions specified in the Credit Agreement.


 


If any one or more of the
Events of Default shall occur, the entire unpaid principal amount of this
Revolving Credit Note and all of the unpaid interest accrued thereon may become
or be declared due and payable in the manner and with the effect provided in
the Credit Agreement.


 


No delay or omission on the
part of the Lender or any holder hereof in exercising any right hereunder shall
operate as a waiver of such right or of any other rights of the Lender or such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar or waiver of the same or any other right on any further occasion.


 


The Borrower and every
endorser and guarantor of this Revolving Credit Note or the obligation
represented hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Revolving Credit Note, and assents to any
extension or postponement of the time of payment or any other indulgence, to
any substitution, exchange or release of collateral and to the addition or
release of any other party or person primarily or secondarily liable.


 


THIS
REVOLVING CREDIT NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR
ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW).  THE BORROWER AGREES THAT
ANY SUIT FOR THE ENFORCEMENT OF THIS REVOLVING CREDIT NOTE MAY BE BROUGHT IN
THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING
THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE
ADDRESS SPECIFIED IN § 16.6(a) OF THE CREDIT AGREEMENT.  THE BORROWER HEREBY WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.


 


6

















 


This Revolving Credit Note
shall be deemed to take effect as a sealed instrument under the laws of the
Commonwealth of Massachusetts.


 


IN WITNESS
WHEREOF, the
undersigned has caused this Revolving Credit Note to be signed in its corporate
name and its corporate seal to be impressed thereon by its duly authorized
officer as of the day and year first above written.


 


[Corporate Seal]


 


	
   

  	
  THE BORROWER:

  
	
   

  	
   

  
	
   

  	
  FRIENDLY ICE CREAM CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


7

















 


	
  Date

  	
   

  	
  Amount of Loan

  	
   

  	
  Amount of 

  Principal Paid or 

  Prepaid

  	
   

  	
  Balance of 

  Principal Unpaid

  	
   

  	
  Notation Made 

  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT C


 


LOAN AND LETTER OF CREDIT REQUEST 


FRIENDLY ICE CREAM CORPORATION


 


Pursuant to the

Revolving. Credit Agreement

(the “Credit Agreement”),


 


dated as of March 15, 2006


 


Revolving
Credit Loan Request Under § 2.6


 


	
  Total Commitment:

  	
   

  	
  $

  	
                  

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)           Amount
  of this Revolving Credit Loan Request:

  	
   

  	
  $

  	
                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Requested
  Drawdown Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Requested Loan Type

  (Eurodollar or Base Rate):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Requested Interest Period

  (Eurodollar Loans only):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)           Aggregate
  of all Revolving Credit Loans and Swing Line Loans outstanding:

  	
   

  	
  $

  	
                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)           Maximum
  Drawing Amount (of all Letters of Credit outstanding) plus amount of
  any Letter of Credit requested herewith:

  	
   

  	
  $

  	
                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)           Unpaid
  Reimbursement Obligations

  	
   

  	
  $

  	
                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sum of (a) plus (b) plus (c) plus (d):
Not to exceed Total
  Commitment

  	
   

  	
  $

  	
                 

  	
   

  



 


8

















 


Letter of Credit Request Under § 4.1


 


	
  Total Commitment:

  	
   

  	
  $

  	
                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)           Amount
  of this Letter of Credit Request from Letter of Credit Application
  (attached):

  	
   

  	
  $

  	
                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f)            Maximum
  Drawing Amount (of all Letters of Credit outstanding):

  	
   

  	
  $

  	
                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sum of (e) plus (f):

  	
   

  	
  $

  	
                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g)           Not to exceed $20,000,000

  	
   

  	
  $

  	
                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h)           Aggregate
  of all Revolving Credit Loans outstanding plus all Swing Line Loans outstanding plus amount of any Revolving Credit Loan
  requested herewith:

  	
   

  	
  $

  	
                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sum of (g) Plus (h):
Not to exceed Total
  Commitment

  	
   

  	
  $

  	
                 

  	
   

  



 


9

















 


The undersigned certifies
that, as of the date hereof, (i) the above information is true and correct,
(ii) no Default or Event of Default exists and (iii) all of the representations
and warranties contained in §7 of the Credit Agreement are true and correct in
all material respects (except to the extent of changes resulting from
transactions contemplated or permitted by the Credit Agreement and changes
occurring in the ordinary course of business which singly or in the aggregate
are not materially adverse, or to the extent that such representations and
warranties relate solely and expressly to an earlier date).


 


	
   

  	
  THE BORROWER:

  
	
   

  	
   

  
	
   

  	
  FRIENDLY ICE CREAM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


10

















 


Schedule A-1


 


Administrative Agent’s Account


 


An account at a bank designated by Administrative Agent from time to
time as the account into which Borrower shall make all payments to
Administrative Agent for the benefit of the Lender Group and into which the
Lender Group shall make all payments to Administrative Agent under this Credit
Agreement and the other Loan Documents; unless and until Administrative Agent
notifies Borrower and the Lender Group to the contrary, Administrative Agent’s
Account shall be that certain deposit account bearing account number 323-266193
and maintained by Administrative Agent with JPMorgan Chase Bank, 4 New York
Plaza, 15th Floor, New York, New York 10004, ABA  #021000021.


 

















 


SCHEDULE
1(a)


 


	
  Lender

  	
   

  	
  Commitment Amount

  	
   

  	
  Commitment 

  Percentage

  	
   

  
	
  Wells Fargo
  Foothill, Inc.

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  100

  	
  %

  
	
  Total:

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  100

  	
  %

  



 

















 


SCHEDULE 1(b)


 


Core
Mortgaged Properties


 


	
  RESTAURANT #

  	
   

  	
  PROPERTY
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  STATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  536

  	
   

  	
  72 PORTSMOUTH AVE.

  	
   

  	
  EXETER

  	
   

  	
  NH

  
	
  611

  	
   

  	
  70 BROAD STREET, ROUTE 80

  	
   

  	
  BRIDGEWATER

  	
   

  	
  MA

  
	
  652

  	
   

  	
  25600 CENTER RIDGE ROAD

  	
   

  	
  WESTLAKE

  	
   

  	
  OH

  
	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  L/O

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  REST #

  	
   

  	
  PROPERTY
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  ST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  470

  	
   

  	
  275 BOSTON POST ROAD

  	
   

  	
  DARIEN

  	
   

  	
  CT

  
	
  729

  	
   

  	
  103 TALCOTTVILLE ROAD

  	
   

  	
  VERNON

  	
   

  	
  CT

  
	
  759

  	
   

  	
  497 FARMINGTON AVE

  	
   

  	
  BRISTOL

  	
   

  	
  CT

  
	
  934

  	
   

  	
  89 ENFIELD STREET

  	
   

  	
  ENFIELD

  	
   

  	
  CT

  
	
  955

  	
   

  	
  48 BERLIN ROAD

  	
   

  	
  CROMWELL

  	
   

  	
  CT

  
	
  1213

  	
   

  	
  240 BUCKLAND ST

  	
   

  	
  MANCHESTER

  	
   

  	
  CT

  
	
  1229

  	
   

  	
  SOPHIA’S PLAZA, RTS 140&5

  	
   

  	
  EAST WINDSOR

  	
   

  	
  CT

  
	
  1244

  	
   

  	
  1040 BOSTON POST ROAD

  	
   

  	
  MILFORD

  	
   

  	
  CT

  
	
  1251

  	
   

  	
  230 NEW BRITAIN AVENUE

  	
   

  	
  PLAINVILLE

  	
   

  	
  CT

  
	
   

  	
   

  	
  9

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  331

  	
   

  	
  70 CENTRAL STREET

  	
   

  	
  FOXBORO

  	
   

  	
  MA

  
	
  443

  	
   

  	
  P.O. BOX 402

  	
   

  	
  STURBRIDGE

  	
   

  	
  MA

  
	
  496

  	
   

  	
  PO BOX 698

  	
   

  	
  LENOX

  	
   

  	
  MA

  
	
  538

  	
   

  	
  1536 MAIN STREET

  	
   

  	
  MEDFIELD

  	
   

  	
  MA

  
	
  689

  	
   

  	
  MARIANNO S. BISHOP BLVD

  	
   

  	
  FALL RIVER

  	
   

  	
  MA

  
	
  845

  	
   

  	
  560 ARSENAL ST

  	
   

  	
  WATERTOWN

  	
   

  	
  MA

  
	
  859

  	
   

  	
  18 PEARSON BLVD

  	
   

  	
  GARDNER

  	
   

  	
  MA

  
	
  896

  	
   

  	
  777 BROADWAY

  	
   

  	
  SAUGUS

  	
   

  	
  MA

  
	
  1027

  	
   

  	
  146 CHURCH STREET

  	
   

  	
  PEMBROKE

  	
   

  	
  MA

  
	
  1203

  	
   

  	
  2 DAVIS STRAITS RD

  	
   

  	
  FALMOUTH

  	
   

  	
  MA

  
	
   

  	
   

  	
  10

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1065

  	
   

  	
  210 MAINE MALL ROAD

  	
   

  	
  SO PORTLAND

  	
   

  	
  ME

  
	
  1224

  	
   

  	
  373 MAIN ST

  	
   

  	
  WATERVILLE

  	
   

  	
  ME

  
	
  1242

  	
   

  	
  789 ROOSEVELT TRAIL

  	
   

  	
  WINDHAM

  	
   

  	
  ME

  
	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  283

  	
   

  	
  804 MAIN STREET

  	
   

  	
  TOMS RIVER

  	
   

  	
  NJ

  
	
  343

  	
   

  	
  114 COUNTY ROAD

  	
   

  	
  TENAFLY

  	
   

  	
  NJ

  
	
  752

  	
   

  	
  505 ROUTE 130

  	
   

  	
  CINNAMINSON

  	
   

  	
  NJ

  
	
  771

  	
   

  	
  1230 HIGHWAY 35

  	
   

  	
  MIDDLETOWN

  	
   

  	
  NJ

  



 

















 


	
  RESTAURANT #

  	
   

  	
  PROPERTY
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  STATE

  
	
  918

  	
   

  	
  451 N HURFFVILLE ROAD

  	
   

  	
  DEPTFORD

  	
   

  	
  NJ

  
	
   

  	
   

  	
  5

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  774

  	
   

  	
  17505 EAST BAGLEY RD

  	
   

  	
  MIDDLEBURG HEIGHTS

  	
   

  	
  OH

  
	
  777

  	
   

  	
  2345 E DUBLIN-GRANVILLE-RT161

  	
   

  	
  COLUMBUS

  	
   

  	
  OH

  
	
  1041

  	
   

  	
  27751 CHARDON ROAD

  	
   

  	
  WILLOUGHBY HILLS

  	
   

  	
  OH

  
	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  362

  	
   

  	
  897 WEST TRENTON AVENUE

  	
   

  	
  MORRISVILLE

  	
   

  	
  PA

  
	
  776

  	
   

  	
  ROOSEVELT AVE & RED LION RD

  	
   

  	
  PHILADELPHIA

  	
   

  	
  PA

  
	
  1058

  	
   

  	
  717 EAST MAIN ST

  	
   

  	
  PALMYRA

  	
   

  	
  PA

  
	
  1236

  	
   

  	
  5360 LINCOLN HIGHWAY

  	
   

  	
  GAP

  	
   

  	
  PA

  
	
  1237

  	
   

  	
  1701 QUENTIN RD

  	
   

  	
  LEBANON

  	
   

  	
  PA

  
	
  4005

  	
   

  	
  706 NO. BLAKELY STREET

  	
   

  	
  DUNMORE

  	
   

  	
  PA

  
	
   

  	
   

  	
  6

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  672

  	
   

  	
  1177 RESERVOIR AVE

  	
   

  	
  CRANSTON

  	
   

  	
  RI

  
	
  885

  	
   

  	
  1883 MINERAL SPRING AVENUE

  	
   

  	
  N PROVIDENCE

  	
   

  	
  RI

  
	
  1017

  	
   

  	
  45 NEWPORT AVENUE

  	
   

  	
  PAWTUCKET

  	
   

  	
  RI

  
	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  617

  	
   

  	
  P.O. BOX 1093, DEPOT STA. RTE. 30

  	
   

  	
  MANCHESTER

  	
   

  	
  VT

  
	
  874

  	
   

  	
  RFD # 5 BOX 148A

  	
   

  	
  BRATTLEBORO

  	
   

  	
  VT

  
	
  1082

  	
   

  	
  310 WILLISTON ROAD

  	
   

  	
  WILLISTON

  	
   

  	
  VT

  
	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CORPORATE HEADQUARTERS

  	
   

  	
   

  	
   

  	
  MA

  
	
   

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TOTALS

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE 1(c)


 


Encumbered
Properties


 


	
  Store #

  	
   

  	
  ADDRESS*

  
	
  73

  	
   

  	
  1946 Wilbraham Rd., Springfield, MA

  
	
  62

  	
   

  	
  519 N. Main St., Palmer, MA

  
	
  162

  	
   

  	
  435 Speedwell Ave., Morris Plains, NJ

  
	
  206

  	
   

  	
  415 Washington St., Weymouth, MA

  
	
  211

  	
   

  	
  441 Hillsdale Ave., Hillsdale, NJ

  
	
  214

  	
   

  	
  96 E. Main St., Westboro, MA

  
	
  227

  	
   

  	
  511 Main St., Stoneham, MA

  
	
  231

  	
   

  	
  445 Main St., RT #117, Mt. Kisco, NY

  
	
  236

  	
   

  	
  741 Brick Blvd., Bricktown, NJ

  
	
  237

  	
   

  	
  1243 Broad St., Bloomfield, NJ

  
	
  241

  	
   

  	
  247 Saratoga Rd., Glenville, NY

  
	
  242

  	
   

  	
  2944 Main St., Glastonbury, CT

  
	
  244

  	
   

  	
  1206 River Rd., Fairlawn, NJ

  
	
  302

  	
   

  	
  1229 South Willow St., Manchester, NH

  
	
  337

  	
   

  	
  300 South St., Bennington, VT

  
	
  342

  	
   

  	
  1835 Farmington Ave., Unionville, CT

  
	
  376

  	
   

  	
  81 Wolf Rd., Albany, NY

  
	
  399

  	
   

  	
  195 Godwin Ave., Midland Park, NJ

  
	
  406

  	
   

  	
  1549 North Broad St., Lansdale, PA

  
	
  421

  	
   

  	
  708 Belmont St., Brockton, MA

  
	
  437

  	
   

  	
  1655 Columbia Ave. Lancaster, PA

  
	
  438

  	
   

  	
  380 West Street Rd., Warminster, PA

  
	
  516

  	
   

  	
  1985 Washington St., Hanover, MA

  
	
  520

  	
   

  	
  1021 Main St., South Weymouth, MA

  
	
  548

  	
   

  	
  400 North Park Ave., Wyomissing, PA

  
	
  595

  	
   

  	
  166 West Street, Keene, NH

  
	
  647

  	
   

  	
  2150 Lincoln Highway, E., Lancaster, PA

  
	
  655

  	
   

  	
  77 South Main St., Rochester, NH

  
	
  664

  	
   

  	
  304 Mountain Ave., Hackettstown, NJ

  
	
  725

  	
   

  	
  Andover St., Peabody, MA

  
	
  728

  	
   

  	
  55 Sumner Ave., Springfield, MA

  
	
  745

  	
   

  	
  544 Reidville Dr., Waterbury, CT

  
	
  794

  	
   

  	
  140 Franklin St., Westerly, RI

  
	
  812

  	
   

  	
  199 Spencer St., Manchester, CT

  
	
  814

  	
   

  	
  748 G.A.R. Highway-Rts., Swansea, MA

  
	
  818

  	
   

  	
  Colonial Heights-2960 Blvd, VA

  
	
  825

  	
   

  	
  Route #16, North Conway, NH

  
	
  832

  	
   

  	
  1811 Boston Rd., Springfield, MA

  
	
  863

  	
   

  	
  360 route 211 East, Middletown, NY

  
	
  870

  	
   

  	
  841 Dalton Ave., Pittsfield, MA

  
	
  873

  	
   

  	
  1180 Union Ave, Laconia, NH

  
	
  946

  	
   

  	
  2 Stoneleigh Ave., Carmel, NY

  
	
  982

  	
   

  	
  445 SteiinWehr Ave., Gettsburg, PA

  
	
  1232

  	
   

  	
  10 Washington St., Attleboro, MA

  
	
  4225

  	
   

  	
  81 Newtown Rd., Danbury, CT

  
	
  45

  	
   

  	
  Sale-Leasebacks

  



 


The
sale-Leaseback list may be increased by one or more of the properties on
Schedule 1.D.


 

















 


	
  Store #

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State

  
	
  3

  	
   

  	
  697 Southbridge St.

  	
   

  	
  Auburn

  	
   

  	
  MA

  
	
  25

  	
   

  	
  562 N. Main St.

  	
   

  	
  East Longmeadow

  	
   

  	
  MA

  
	
  31

  	
   

  	
  240 Stockbridge Rd.

  	
   

  	
  Great Barrington

  	
   

  	
  MA

  
	
  41

  	
   

  	
  109 Housatonic St.

  	
   

  	
  Lee

  	
   

  	
  MA

  
	
  53

  	
   

  	
  221 State Rd.

  	
   

  	
  North Adams

  	
   

  	
  MA

  
	
  57

  	
   

  	
  620 W. Main St.

  	
   

  	
  Norwich

  	
   

  	
  CT

  
	
  105

  	
   

  	
  368 Federal St.

  	
   

  	
  Greenfield

  	
   

  	
  MA

  
	
  154

  	
   

  	
  966 Grafton St.

  	
   

  	
  Worcester

  	
   

  	
  MA

  
	
  155

  	
   

  	
  213 Independence Ave.

  	
   

  	
  Quincy

  	
   

  	
  MA

  
	
  172

  	
   

  	
  1745 Northampton St

  	
   

  	
  Holyoke

  	
   

  	
  MA

  
	
  175

  	
   

  	
  1463 Raritan Rd.

  	
   

  	
  Clark

  	
   

  	
  NJ

  
	
  183

  	
   

  	
  661 Upper Glen St.

  	
   

  	
  Glens Falls

  	
   

  	
  NY

  
	
  189

  	
   

  	
  1671 Western Ave.

  	
   

  	
  Albany

  	
   

  	
  NY

  
	
  192

  	
   

  	
  255 Broadway

  	
   

  	
  Methuen

  	
   

  	
  MA

  
	
  204

  	
   

  	
  270 Delaware Ave.

  	
   

  	
  Elsmere

  	
   

  	
  NY

  
	
  228

  	
   

  	
  105 W. Town St.

  	
   

  	
  Norwich

  	
   

  	
  CT

  
	
  238

  	
   

  	
  173 Chestnut St.

  	
   

  	
  Needham

  	
   

  	
  MA

  
	
  263

  	
   

  	
  471 Sabattus Street

  	
   

  	
  Lewiston

  	
   

  	
  ME

  
	
  268

  	
   

  	
  462 E. Main St.

  	
   

  	
  Torrington

  	
   

  	
  CT

  
	
  275

  	
   

  	
  631 South Dartmouth St.

  	
   

  	
  South Dartmouth

  	
   

  	
  MA

  
	
  315

  	
   

  	
  580 Park Ave

  	
   

  	
  Worcester

  	
   

  	
  MA

  
	
  332

  	
   

  	
  111 Main St.

  	
   

  	
  Fishkill

  	
   

  	
  NY

  
	
  333

  	
   

  	
  9 Troy Rd.

  	
   

  	
  East Greenbush

  	
   

  	
  NY

  
	
  369

  	
   

  	
  630 Washington St.

  	
   

  	
  Stoughton

  	
   

  	
  MA

  
	
  315

  	
   

  	
  580 Park Ave

  	
   

  	
  Worcester

  	
   

  	
  MA

  
	
  403

  	
   

  	
  403-409 Washington Ave.

  	
   

  	
  Kingston

  	
   

  	
  NY

  
	
  433

  	
   

  	
  203 N. Main St.

  	
   

  	
  Concord

  	
   

  	
  NH

  
	
  462

  	
   

  	
  43 Lancaster Ave.

  	
   

  	
  Frazer

  	
   

  	
  PA

  
	
  465

  	
   

  	
  1901 W Main St

  	
   

  	
  Troy

  	
   

  	
  OH

  
	
  514

  	
   

  	
  699 Hancock St.

  	
   

  	
  Wollaston

  	
   

  	
  MA

  
	
  565

  	
   

  	
  524 Pleasant St.

  	
   

  	
  Attleboro

  	
   

  	
  MA

  
	
  571

  	
   

  	
  204 E Broad St

  	
   

  	
  Elyria

  	
   

  	
  OH

  
	
  581

  	
   

  	
  435 Livingston St.

  	
   

  	
  Norwood

  	
   

  	
  NJ

  
	
  588

  	
   

  	
  808 Coshocton Ave

  	
   

  	
  Mount Vernon

  	
   

  	
  OH

  
	
  632

  	
   

  	
  564 W National Rd

  	
   

  	
  Vandalia

  	
   

  	
  OH

  
	
  641

  	
   

  	
  9165 Ridge Pike

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  
	
  642

  	
   

  	
  6400 York Rd

  	
   

  	
  Parma Heights

  	
   

  	
  OH

  
	
  671

  	
   

  	
  1803 Richmond Rd.

  	
   

  	
  Williamsburg

  	
   

  	
  VA

  
	
  690

  	
   

  	
  550 Middlesex Ave.

  	
   

  	
  Metuchen

  	
   

  	
  NJ

  
	
  706

  	
   

  	
  288 S. Main St

  	
   

  	
  Rutland

  	
   

  	
  VT

  
	
  723

  	
   

  	
  737 New Loudon Rd.

  	
   

  	
  Latham

  	
   

  	
  NY

  
	
  724

  	
   

  	
  427 Rt. 44

  	
   

  	
  Raynham

  	
   

  	
  MA

  
	
  731

  	
   

  	
  438 Route 28

  	
   

  	
  West Yarmouth

  	
   

  	
  MA

  
	
  736

  	
   

  	
  1090 Iyanough Rd.

  	
   

  	
  Hyannis

  	
   

  	
  MA

  
	
  737

  	
   

  	
  4010 Jonestown Rd.

  	
   

  	
  Harrisburg

  	
   

  	
  PA

  
	
  743

  	
   

  	
  10 Canal RSt (Buzzards
  Bay)

  	
   

  	
  Bourne

  	
   

  	
  MA

  
	
  754

  	
   

  	
  3921 Medina Rd

  	
   

  	
  Akron

  	
   

  	
  OH

  
	
  760

  	
   

  	
  4490 Everhard Rd

  	
   

  	
  North Canton

  	
   

  	
  OH

  
	
  784

  	
   

  	
  1502 Reynolds Rd

  	
   

  	
  Maumee

  	
   

  	
  OH

  
	
  788

  	
   

  	
  2 Corporate Dr.

  	
   

  	
  Windsor Locks

  	
   

  	
  CT

  
	
  790

  	
   

  	
  200 Mohawk Trail

  	
   

  	
  Greenfield

  	
   

  	
  MA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  809

  	
   

  	
  10601 Patterson Ave.

  	
   

  	
  Richmond

  	
   

  	
  VA

  
	
  810

  	
   

  	
  5220 Brook Rd.

  	
   

  	
  Richmond

  	
   

  	
  VA

  
	
  815

  	
   

  	
  24 Monument Square

  	
   

  	
  Leominster

  	
   

  	
  MA

  
	
  816

  	
   

  	
  529 Memorial Dr.

  	
   

  	
  Chicopee

  	
   

  	
  MA

  
	
  822

  	
   

  	
  RT. #9W 1354 Ulster Ave.

  	
   

  	
  Kingston

  	
   

  	
  NY

  
	
  824

  	
   

  	
  168 Easton Rd.

  	
   

  	
  Horsham

  	
   

  	
  PA

  
	
  830

  	
   

  	
  1160 Main St.

  	
   

  	
  Haverhill

  	
   

  	
  MA

  
	
  846

  	
   

  	
  81 Central Dr

  	
   

  	
  Plattsburgh

  	
   

  	
  NY

  
	
  847

  	
   

  	
  1094 Riverdale St.

  	
   

  	
  West Springfield

  	
   

  	
  MA

  
	
  854

  	
   

  	
  1700 Burrstone Rd.

  	
   

  	
  New Hartford

  	
   

  	
  NY

  
	
  868

  	
   

  	
  815 Route 146

  	
   

  	
  Clifton Park

  	
   

  	
  NY

  
	
  869

  	
   

  	
  2520 W. Hundred Rd.

  	
   

  	
  Chester

  	
   

  	
  VA

  
	
  900

  	
   

  	
  1060 Page Blvd.

  	
   

  	
  Springfield

  	
   

  	
  MA

  
	
  904

  	
   

  	
  60 Nott Terrace

  	
   

  	
  Schenectady

  	
   

  	
  NY

  
	
  945

  	
   

  	
  871 Central Ave.

  	
   

  	
  Dover

  	
   

  	
  NH

  
	
  959

  	
   

  	
  3281 Dayton Xenia Rd

  	
   

  	
  Beaver Creek

  	
   

  	
  OH

  
	
  962

  	
   

  	
  2934 S Arlington Rd

  	
   

  	
  Akron

  	
   

  	
  OH

  
	
  967

  	
   

  	
  2456 Lafayette Rd.

  	
   

  	
  Portsmouth

  	
   

  	
  NH

  
	
  995

  	
   

  	
  1151 Fall River Avenue

  	
   

  	
  Seekonk

  	
   

  	
  MA

  
	
  1003

  	
   

  	
  147 Loudon Rd

  	
   

  	
  Concord

  	
   

  	
  NH

  
	
  1016

  	
   

  	
  95 Main St.

  	
   

  	
  Ware

  	
   

  	
  MA

  
	
  1053

  	
   

  	
  981 Rt. 37 West

  	
   

  	
  Toms River

  	
   

  	
  NJ

  
	
  1059

  	
   

  	
  3201 State Highway 35

  	
   

  	
  Hazlet

  	
   

  	
  NJ

  
	
  1235

  	
   

  	
  13800 Fribble Way

  	
   

  	
  Midlothian

  	
   

  	
  VA

  
	
  75

  	
   

  	
  Mortgaged

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE
1(d)


 


Excess
Properties


 


	
  Store #

  	
   

  	
  ADDRESS*

  
	
   

  	
   

  	
   

  
	
  37

  	
   

  	
  313 W. Housatonic St., Pittsfield, MA

  
	
  60

  	
   

  	
  247 Broadway, Taunton, MA

  
	
  97

  	
   

  	
  1405 Main Street, Wilamantic, CT

  
	
  329

  	
   

  	
  52 W. Main St., Clinton, CT

  
	
  800

  	
   

  	
  1261 Westfield St., W. Springfield, MA.

  
	
  925

  	
   

  	
  340 Sawmill Rd., West Haven, CT.

  
	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Excess Properties

  



 

















 


SCHEDULE
1(e)


 


Non-Encumbered
Properties


 


UNENCUMBERED
PROPERTIES


 


	
  SITE #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  ST

  	
   

  	
  ZIP

  	
   

  	
  COUNTY

  	
   

  	
  USE

  
	
  00022

  	
   

  	
  757 Providence Pike

  	
   

  	
  Dedham

  	
   

  	
  MA

  	
   

  	
  02026

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00028

  	
   

  	
  464 John Fitch Highway

  	
   

  	
  Fitchburg

  	
   

  	
  MA

  	
   

  	
  01420

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00083

  	
   

  	
  White City Shopping Center

  	
   

  	
  Shrewsbury

  	
   

  	
  MA

  	
   

  	
  01545

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00085

  	
   

  	
  Northgate Shopping Center

  	
   

  	
  Revere

  	
   

  	
  MA

  	
   

  	
  02151

  	
   

  	
  SUFFOLK

  	
   

  	
  REST

  
	
  00087

  	
   

  	
  133 East Main Street

  	
   

  	
  Webster

  	
   

  	
  MA

  	
   

  	
  01570

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00090

  	
   

  	
  431 East Main Street

  	
   

  	
  Westfield

  	
   

  	
  MA

  	
   

  	
  01085

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00091

  	
   

  	
  1045 Silas Deane Highway

  	
   

  	
  Wethersfield

  	
   

  	
  CT

  	
   

  	
  06109

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00102

  	
   

  	
  Salem Plaza

  	
   

  	
  Salem

  	
   

  	
  NH

  	
   

  	
  03079

  	
   

  	
  ROCKINGHAM

  	
   

  	
  REST

  
	
  00126

  	
   

  	
  361 Central Street

  	
   

  	
  Hartsdale

  	
   

  	
  NY

  	
   

  	
  10530

  	
   

  	
  WESTCHESTER

  	
   

  	
  REST

  
	
  00132

  	
   

  	
  Colonie Shopping Center

  	
   

  	
  Colonie

  	
   

  	
  NY

  	
   

  	
  12205

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00152

  	
   

  	
  477 Tuckahoe Road

  	
   

  	
  Yonkers

  	
   

  	
  NY

  	
   

  	
  10710

  	
   

  	
  WESTCHESTER

  	
   

  	
  REST

  
	
  00156

  	
   

  	
  4545 North Main Street

  	
   

  	
  Bridgeport

  	
   

  	
  CT

  	
   

  	
  06606

  	
   

  	
  FAIRFIELD

  	
   

  	
  REST

  
	
  00161

  	
   

  	
  866 North Main Street

  	
   

  	
  Randolph

  	
   

  	
  MA

  	
   

  	
  02368

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00180

  	
   

  	
  20 Boston Road

  	
   

  	
  Chelmsford

  	
   

  	
  MA

  	
   

  	
  01824

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00190

  	
   

  	
  Searstown Shopping Center

  	
   

  	
  Leominster

  	
   

  	
  MA

  	
   

  	
  01453

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00194

  	
   

  	
  632 Bloomfield Avenue

  	
   

  	
  West Caldwell

  	
   

  	
  NJ

  	
   

  	
  07006

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  00215

  	
   

  	
  956 North Colony Road

  	
   

  	
  Wallingford

  	
   

  	
  CT

  	
   

  	
  06492

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  00234

  	
   

  	
  357 Main Street

  	
   

  	
  Southbridge

  	
   

  	
  MA

  	
   

  	
  01550

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00281

  	
   

  	
  139 North Dartmouth Mall

  	
   

  	
  North Dartmouth

  	
   

  	
  MA

  	
   

  	
  02747

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00284

  	
   

  	
  170 Bath Road

  	
   

  	
  Brunswick

  	
   

  	
  ME

  	
   

  	
  04011

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  00286

  	
   

  	
  192 Madison Avenue

  	
   

  	
  Convent Station

  	
   

  	
  NJ

  	
   

  	
  07961

  	
   

  	
  MORRIS

  	
   

  	
  REST

  
	
  00320

  	
   

  	
  Hanover Mall

  	
   

  	
  Hanover

  	
   

  	
  MA

  	
   

  	
  02339

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  00371

  	
   

  	
  510 Boston Road

  	
   

  	
  Billerica

  	
   

  	
  MA

  	
   

  	
  01821

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00391

  	
   

  	
  Westmont Plaza

  	
   

  	
  Westmont

  	
   

  	
  NJ

  	
   

  	
  08108

  	
   

  	
  CAMDEN

  	
   

  	
  REST

  
	
  00392

  	
   

  	
  1001 Whitehorse-Mercervil

  	
   

  	
  Trenton

  	
   

  	
  NJ

  	
   

  	
  08610

  	
   

  	
  MERCER

  	
   

  	
  REST

  
	
  00402

  	
   

  	
  27 Temple Street

  	
   

  	
  Framingham

  	
   

  	
  MA

  	
   

  	
  01701

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00408

  	
   

  	
  387 Massachusetts Avenue

  	
   

  	
  Acton

  	
   

  	
  MA

  	
   

  	
  01720

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00439

  	
   

  	
  1983 Commerce Street Heights

  	
   

  	
  Yorktown

  	
   

  	
  NY

  	
   

  	
  10598

  	
   

  	
  WESTCHESTER

  	
   

  	
  REST

  
	
  00457

  	
   

  	
  Eastchester Mall

  	
   

  	
  Scarsdale

  	
   

  	
  NY

  	
   

  	
  10583

  	
   

  	
  WESTCHESTER

  	
   

  	
  REST

  
	
  00489

  	
   

  	
  1250 Baltimore Pike

  	
   

  	
  Springfield

  	
   

  	
  PA

  	
   

  	
  19064

  	
   

  	
  DELAWARE

  	
   

  	
  REST

  
	
  00559

  	
   

  	
  300 North Almonesson Avenue

  	
   

  	
  Deptford

  	
   

  	
  NJ

  	
   

  	
  08096

  	
   

  	
  GLOUCESTER

  	
   

  	
  REST

  
	
  00560

  	
   

  	
  Monmouth Mall

  	
   

  	
  Eatontown

  	
   

  	
  NJ

  	
   

  	
  07724

  	
   

  	
  MONMOUTH

  	
   

  	
  REST

  
	
  00563

  	
   

  	
  11 Main Street

  	
   

  	
  West Harwich

  	
   

  	
  MA

  	
   

  	
  02671

  	
   

  	
  BARNSTABLE

  	
   

  	
  REST

  
	
  00567

  	
   

  	
  188 Quaker Bridge Mall

  	
   

  	
  Lawrenceville

  	
   

  	
  NJ

  	
   

  	
  08648

  	
   

  	
  MERCER

  	
   

  	
  REST

  
	
  00576

  	
   

  	
  106 Neshaminy Mall

  	
   

  	
  Cornwells

  	
   

  	
  PA

  	
   

  	
  19020

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  00616

  	
   

  	
  699 Ocean County Mall

  	
   

  	
  Toms River

  	
   

  	
  NJ

  	
   

  	
  08753

  	
   

  	
  OCEAN

  	
   

  	
  REST

  
	
  00693

  	
   

  	
  325 Pennsylvania Avenue

  	
   

  	
  Fort Washington

  	
   

  	
  PA

  	
   

  	
  19034

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00710

  	
   

  	
  8040 West Broad Street

  	
   

  	
  Richmond

  	
   

  	
  VA

  	
   

  	
  23229

  	
   

  	
  HENRICO

  	
   

  	
  REST

  
	
  00711

  	
   

  	
  1060 Waltham Street

  	
   

  	
  Lexington

  	
   

  	
  MA

  	
   

  	
  02173

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00712

  	
   

  	
  1184 Shelburne Road

  	
   

  	
  South Burlington

  	
   

  	
  VT

  	
   

  	
  05401

  	
   

  	
  CHITTENDEN

  	
   

  	
  REST

  
	
  00720

  	
   

  	
  Town Square Mall

  	
   

  	
  Rockaway

  	
   

  	
  NJ

  	
   

  	
  07866

  	
   

  	
  MORRIS

  	
   

  	
  REST

  
	
  00727

  	
   

  	
  1462 East Lincoln Highway

  	
   

  	
  Langhorne

  	
   

  	
  PA

  	
   

  	
  19047

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  00735

  	
   

  	
  Holyoke Mall

  	
   

  	
  Holyoke

  	
   

  	
  MA

  	
   

  	
  01040

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00742

  	
   

  	
  Newburgh Mall

  	
   

  	
  Newburgh

  	
   

  	
  NY

  	
   

  	
  12550

  	
   

  	
  ORANGE

  	
   

  	
  REST

  
	
  00747

  	
   

  	
  3850 Mystic Valley Parkway

  	
   

  	
  Medford

  	
   

  	
  MA

  	
   

  	
  02155

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  



 

















 


	
  SITE #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  ST

  	
   

  	
  ZIP

  	
   

  	
  COUNTY

  	
   

  	
  USE

  
	
  00748

  	
   

  	
  3000 Lycoming Mall Circle

  	
   

  	
  Pennsdale

  	
   

  	
  PA

  	
   

  	
  17756

  	
   

  	
  LYCOMING

  	
   

  	
  REST

  
	
  00753

  	
   

  	
  1200 Carlisle Street

  	
   

  	
  Hanover

  	
   

  	
  PA

  	
   

  	
  17331

  	
   

  	
  YORK

  	
   

  	
  REST

  
	
  00756

  	
   

  	
  1000 Reese Avenue

  	
   

  	
  Hershey

  	
   

  	
  PA

  	
   

  	
  17033

  	
   

  	
  DAUPHIN

  	
   

  	
  REST

  
	
  00789

  	
   

  	
  1210 Hooper Avenue

  	
   

  	
  Tom’s River

  	
   

  	
  NJ

  	
   

  	
  08753

  	
   

  	
  OCEAN

  	
   

  	
  REST

  
	
  00781

  	
   

  	
  160 North Gulph Road

  	
   

  	
  King of Prussia

  	
   

  	
  PA

  	
   

  	
  19406

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00782

  	
   

  	
  1300 Ulster Avenue ML-HUD

  	
   

  	
  Kingston

  	
   

  	
  NY

  	
   

  	
  12401

  	
   

  	
  ULSTER

  	
   

  	
  REST

  
	
  00797

  	
   

  	
  6226 West Manchester Mall

  	
   

  	
  York

  	
   

  	
  PA

  	
   

  	
  17404

  	
   

  	
  YORK

  	
   

  	
  REST

  
	
  00799

  	
   

  	
  1100 North Delsea Drive

  	
   

  	
  Glassboro

  	
   

  	
  NJ

  	
   

  	
  08028

  	
   

  	
  GLOUCESTER

  	
   

  	
  REST

  
	
  00807

  	
   

  	
  11603 Midlothian Turnpike

  	
   

  	
  Midlothian

  	
   

  	
  VA

  	
   

  	
  23113

  	
   

  	
  CHESTERFIELD

  	
   

  	
  REST

  
	
  00818

  	
   

  	
  2960 Boulevard

  	
   

  	
  Colonial Heights

  	
   

  	
  VA

  	
   

  	
  23834

  	
   

  	
  COLONIAL H

  	
   

  	
  REST

  
	
  00823

  	
   

  	
  820 Central Avenue

  	
   

  	
  Albany

  	
   

  	
  NY

  	
   

  	
  12206

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00841

  	
   

  	
  120 Washington Avenue Ext

  	
   

  	
  Albany

  	
   

  	
  NY

  	
   

  	
  12203

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00842

  	
   

  	
  44 Aviation Road

  	
   

  	
  Glens Falls

  	
   

  	
  NY

  	
   

  	
  12801

  	
   

  	
  WARREN

  	
   

  	
  REST

  
	
  00848

  	
   

  	
  800 East Main Street

  	
   

  	
  Meriden

  	
   

  	
  CT

  	
   

  	
  06450

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  00850

  	
   

  	
  1098 Mantua Pike

  	
   

  	
  Wenonah

  	
   

  	
  NJ

  	
   

  	
  08090

  	
   

  	
  GLOUCESTER

  	
   

  	
  REST

  
	
  00852

  	
   

  	
  307 State Road

  	
   

  	
  North Dartmouth

  	
   

  	
  MA

  	
   

  	
  02747

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00861

  	
   

  	
  2546 South Road

  	
   

  	
  Poughkeepsie

  	
   

  	
  NY

  	
   

  	
  12601

  	
   

  	
  DUTCHESS

  	
   

  	
  REST

  
	
  00864

  	
   

  	
  423 Loucks Road

  	
   

  	
  York

  	
   

  	
  PA

  	
   

  	
  17404

  	
   

  	
  YORK

  	
   

  	
  REST

  
	
  00876

  	
   

  	
  697 Troy-Schenectady Road

  	
   

  	
  Latham

  	
   

  	
  NY

  	
   

  	
  12110

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00883

  	
   

  	
  248 North Comrie Avenue

  	
   

  	
  Johnstown

  	
   

  	
  NY

  	
   

  	
  12095

  	
   

  	
  FULTON

  	
   

  	
  REST

  
	
  00898

  	
   

  	
  2369 Street Road

  	
   

  	
  Bensalem

  	
   

  	
  PA

  	
   

  	
  19020

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  00916

  	
   

  	
  408 Queen Street

  	
   

  	
  Southington

  	
   

  	
  CT

  	
   

  	
  06489

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00930

  	
   

  	
  247 Greenmanville Avenue

  	
   

  	
  Mystic

  	
   

  	
  CT

  	
   

  	
  06355

  	
   

  	
  NEW LONDON

  	
   

  	
  REST

  
	
  00947

  	
   

  	
  642 Chandler Street

  	
   

  	
  Worcester

  	
   

  	
  MA

  	
   

  	
  01602

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00952

  	
   

  	
  15 North Airmont Road

  	
   

  	
  Suffern

  	
   

  	
  NY

  	
   

  	
  10901

  	
   

  	
  ROCKLAND

  	
   

  	
  REST

  
	
  00963

  	
   

  	
  Route 724 & 100 Bypass

  	
   

  	
  Pottstown

  	
   

  	
  PA

  	
   

  	
  19464

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00991

  	
   

  	
  1145 West Baltimore Pike

  	
   

  	
  Media

  	
   

  	
  PA

  	
   

  	
  19063

  	
   

  	
  DELAWARE

  	
   

  	
  REST

  
	
  01000

  	
   

  	
  4753 South Kirkman Road

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  32811

  	
   

  	
  ORANGE

  	
   

  	
  REST

  
	
  01006

  	
   

  	
  31 Matthews Street

  	
   

  	
  Goshen

  	
   

  	
  NY

  	
   

  	
  10924

  	
   

  	
  ORANGE

  	
   

  	
  REST

  
	
  01008

  	
   

  	
  Troy Plaza – Hoosick Street

  	
   

  	
  Troy

  	
   

  	
  NY

  	
   

  	
  12180

  	
   

  	
  RENSSELAER

  	
   

  	
  REST

  
	
  01011

  	
   

  	
  85 Seymour Street

  	
   

  	
  Hartford

  	
   

  	
  CT

  	
   

  	
  06106

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  01046

  	
   

  	
  21 Southampton Road

  	
   

  	
  Westfield

  	
   

  	
  MA

  	
   

  	
  01085

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  01050

  	
   

  	
  Route 12A

  	
   

  	
  West Lebanon

  	
   

  	
  NH

  	
   

  	
  03784

  	
   

  	
  GRAFTON

  	
   

  	
  REST

  
	
  01086

  	
   

  	
  2 Campbell Road – P.O. 604

  	
   

  	
  Schenectady

  	
   

  	
  NY

  	
   

  	
  12306

  	
   

  	
  SCHENECTADY

  	
   

  	
  REST

  
	
  01202

  	
   

  	
  3125 Market Street

  	
   

  	
  Camp Hill

  	
   

  	
  PA

  	
   

  	
  17011

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  01214

  	
   

  	
  3710 Route 9 Raceway Mall

  	
   

  	
  Freehold

  	
   

  	
  NJ

  	
   

  	
  07228

  	
   

  	
  MONMOUTH

  	
   

  	
  REST

  
	
  01215

  	
   

  	
  1245 Worcester Street

  	
   

  	
  Natick

  	
   

  	
  MA

  	
   

  	
  01760

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  01216

  	
   

  	
  194 Buckland Hills Drive

  	
   

  	
  Manchester

  	
   

  	
  CT

  	
   

  	
  06040

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  01217

  	
   

  	
  40 Bedford Road

  	
   

  	
  Middleboro

  	
   

  	
  MA

  	
   

  	
  02346

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  01226

  	
   

  	
  1 Dorset Street

  	
   

  	
  South Burlington

  	
   

  	
  VT

  	
   

  	
  05403

  	
   

  	
  CHITTENDEN

  	
   

  	
  REST

  
	
  01227

  	
   

  	
  Susquehanna Mall Routes 1

  	
   

  	
  Selinsgrove

  	
   

  	
  PA

  	
   

  	
  17870

  	
   

  	
  SNYDER

  	
   

  	
  REST

  
	
  01228

  	
   

  	
  505 Montpelier Rd.

  	
   

  	
  Berlin

  	
   

  	
  VT

  	
   

  	
  05641

  	
   

  	
  WASHINGTON

  	
   

  	
  REST

  
	
  01234

  	
   

  	
  3420 Berlin Turnpike

  	
   

  	
  Newington

  	
   

  	
  CT

  	
   

  	
  06111

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  01241

  	
   

  	
  253 High Street

  	
   

  	
  Ellsworth

  	
   

  	
  ME

  	
   

  	
  04605

  	
   

  	
  HANCOCK

  	
   

  	
  REST

  
	
  01247

  	
   

  	
  2102 Mt. Holly Road

  	
   

  	
  Burlington

  	
   

  	
  NJ

  	
   

  	
  08016

  	
   

  	
  BURLINGTON

  	
   

  	
  REST

  
	
  01248

  	
   

  	
  936 Walnut Bottom Road

  	
   

  	
  Carlisle

  	
   

  	
  PA

  	
   

  	
  17013

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  01249

  	
   

  	
  600 Mountainview Drive

  	
   

  	
  Colchester

  	
   

  	
  VT

  	
   

  	
  05446

  	
   

  	
  CHITTENDEN

  	
   

  	
  REST

  
	
  01254

  	
   

  	
  Route 140

  	
   

  	
  Wrentham

  	
   

  	
  MA

  	
   

  	
   

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  04002

  	
   

  	
  Northern Blvd Rts 6 & 11

  	
   

  	
  Clarks Summit

  	
   

  	
  PA

  	
   

  	
  18411

  	
   

  	
  LACKAWANNA

  	
   

  	
  REST

  
	
  04004

  	
   

  	
  Route 309 & 415

  	
   

  	
  Dallas

  	
   

  	
  PA

  	
   

  	
  18612

  	
   

  	
  LUZERNE

  	
   

  	
  REST

  
	
  04007

  	
   

  	
  310 Red Roof Road

  	
   

  	
  Danville

  	
   

  	
  PA

  	
   

  	
  17821

  	
   

  	
  MONTOUR

  	
   

  	
  REST

  
	
  04010

  	
   

  	
  2811 Cottman Avenue

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  19149

  	
   

  	
  PHILADELPHIA

  	
   

  	
  REST

  



 

















 


	
  04101

  	
   

  	
  Shopping Plaza

  	
   

  	
  Springfield

  	
   

  	
  VT

  	
   

  	
  05156

  	
   

  	
  WINDSOR

  	
   

  	
  REST

  
	
  04108

  	
   

  	
  463 West Street Plaza

  	
   

  	
  Keene

  	
   

  	
  NH

  	
   

  	
  03431

  	
   

  	
  CHESHIRE

  	
   

  	
  REST

  
	
  04122

  	
   

  	
  1300 Altamont Avenue

  	
   

  	
  Schenectady

  	
   

  	
  NY

  	
   

  	
  12303

  	
   

  	
  SCHENECTADY

  	
   

  	
  REST

  
	
  04123

  	
   

  	
  2303 Nott Street East

  	
   

  	
  Niskayuna

  	
   

  	
  NY

  	
   

  	
  12309

  	
   

  	
  SCHENECTADY

  	
   

  	
  REST

  
	
  04125

  	
   

  	
  68 Congress Street

  	
   

  	
  Saratoga Springs

  	
   

  	
  NY

  	
   

  	
  12866

  	
   

  	
  SARATOGA

  	
   

  	
  REST

  
	
  04214

  	
   

  	
  13 South Main Street

  	
   

  	
  West Hartford

  	
   

  	
  CT

  	
   

  	
  06107

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  04220

  	
   

  	
  130 Rubber Ave.

  	
   

  	
  Naugatuck

  	
   

  	
  CT

  	
   

  	
  06770

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  04238

  	
   

  	
  851 Washington Street

  	
   

  	
  Middletown

  	
   

  	
  CT

  	
   

  	
  06457

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  04239

  	
   

  	
  347 West Main Street

  	
   

  	
  Avon

  	
   

  	
  CT

  	
   

  	
  06001

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  



 

















 


SCHEDULE 1(f)


 


Permitted
Units:


 


RESTAURANT PROPERTIES:


 


	
  #0484 Rocky Point, NY

  	
   

  	
   

  
	
  #0295 Rochester, NY

  	
   

  	
   

  
	
  #0230 New London, CT

  	
   

  	
   

  
	
  #0805 Burlington, NJ

  	
   

  	
   

  
	
  #1048 Niagara Falls, NY

  	
   

  	
   

  
	
  #1042 Bristol, CT

  	
   

  	
   

  
	
  #0016 Brockton, MA

  	
   

  	
   

  
	
  #0891 Mamaroneck, NY

  	
   

  	
   

  
	
  #0913 New Windsor, NY

  	
   

  	
   

  
	
  #0220 Stoughton, MA

  	
   

  	
   

  
	
  #0076 Brockton, MA

  	
   

  	
   

  
	
  #0480 Elmira, NY

  	
   

  	
   

  
	
  #0233 Ludlow, MA

  	
   

  	
  Sale/Leaseback
  to Adjacent Landowner

  
	
  #0030 Westfield, MA

  	
   

  	
   

  
	
  #0151 Somerset, MA

  	
   

  	
   

  
	
  #0232 New Britain, CT

  	
   

  	
   

  
	
  #0579 North Syracuse, NY

  	
   

  	
   

  
	
  #0722 Hadley, MA

  	
   

  	
   

  
	
  #4221 Waterbury, CT

  	
   

  	
   

  



 


NON-RESTAURANT PROPERTIES:


 


	
  Wilbraham, Stony Hill Road

  	
   

  	
  Under Contract

  
	
  Wilbraham, Hilltop Park Road

  	
   

  	
  Under Contract

  
	
  Troy, OH Surplus Land

  	
   

  	
   

  
	
  Wilbraham, Verge St.

  	
   

  	
   

  



 

















 


SCHEDULE 1(g)


 


Units


 


	
  SITE #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  ST

  	
   

  	
  ZIP

  	
   

  	
  COUNTY

  	
   

  	
  USE

  
	
  00001

  	
   

  	
  19 Springfield Street

  	
   

  	
  Agawam

  	
   

  	
  MA

  	
   

  	
  01001

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00003

  	
   

  	
  697 Southbridge Street

  	
   

  	
  Auburn

  	
   

  	
  MA

  	
   

  	
  01501

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00022

  	
   

  	
  757 Providence Pike

  	
   

  	
  Dedham

  	
   

  	
  MA

  	
   

  	
  02026

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00024

  	
   

  	
  Eastbound Frontage Road

  	
   

  	
  East Haven

  	
   

  	
  CT

  	
   

  	
  06512

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  00025

  	
   

  	
  562 North Main Street

  	
   

  	
  E Longmeadow

  	
   

  	
  MA

  	
   

  	
  01028

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00028

  	
   

  	
  464 John Fitch Highway

  	
   

  	
  Fitchburg

  	
   

  	
  MA

  	
   

  	
  01420

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00031

  	
   

  	
  240 Stockbridge Road

  	
   

  	
  Great Barrington

  	
   

  	
  MA

  	
   

  	
  01230

  	
   

  	
  BERKSHIRE

  	
   

  	
  REST

  
	
  00037

  	
   

  	
  313 West Housatonic Street

  	
   

  	
  Pittsfield

  	
   

  	
  MA

  	
   

  	
  01202

  	
   

  	
  BERKSHIRE

  	
   

  	
  REST

  
	
  00041

  	
   

  	
  145 Housatonic Street

  	
   

  	
  Lee

  	
   

  	
  MA

  	
   

  	
  01238

  	
   

  	
  BERKSHIRE

  	
   

  	
  REST

  
	
  00043

  	
   

  	
  451 Lincoln Street

  	
   

  	
  Worcester

  	
   

  	
  MA

  	
   

  	
  01605

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00045

  	
   

  	
  1420 Main Street

  	
   

  	
  Worcester

  	
   

  	
  MA

  	
   

  	
  01603

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00053

  	
   

  	
  221 State Road

  	
   

  	
  North Adams

  	
   

  	
  MA

  	
   

  	
  01247

  	
   

  	
  BERKSHIRE

  	
   

  	
  REST

  
	
  00057

  	
   

  	
  620 West Main Street

  	
   

  	
  Norwich

  	
   

  	
  CT

  	
   

  	
  06360

  	
   

  	
  NEW LONDON

  	
   

  	
  REST

  
	
  00060

  	
   

  	
  247 Broadway

  	
   

  	
  Taunton

  	
   

  	
  MA

  	
   

  	
  02780

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00062

  	
   

  	
  1519 North Main Street

  	
   

  	
  Palmer

  	
   

  	
  MA

  	
   

  	
  01069

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00073

  	
   

  	
  1946 Wilbraham Road

  	
   

  	
  Springfield

  	
   

  	
  MA

  	
   

  	
  01129

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00083

  	
   

  	
  White City Shopping Center

  	
   

  	
  Shrewsbury

  	
   

  	
  MA

  	
   

  	
  01545

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00085

  	
   

  	
  Northgate Shopping Center

  	
   

  	
  Revere

  	
   

  	
  MA

  	
   

  	
  02151

  	
   

  	
  SUFFOLK

  	
   

  	
  REST

  
	
  00087

  	
   

  	
  133 East Main Street

  	
   

  	
  Webster

  	
   

  	
  MA

  	
   

  	
  01570

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00090

  	
   

  	
  431 East Main Street

  	
   

  	
  Westfield

  	
   

  	
  MA

  	
   

  	
  01085

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00091

  	
   

  	
  1045 Silas Deane Highway

  	
   

  	
  Wethersfield

  	
   

  	
  CT

  	
   

  	
  06109

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00092

  	
   

  	
  306 West Boylston Street

  	
   

  	
  West Boylston

  	
   

  	
  MA

  	
   

  	
  01583

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00094

  	
   

  	
  141 Church Street

  	
   

  	
  Whitinsville

  	
   

  	
  MA

  	
   

  	
  01588

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00097

  	
   

  	
  1405 Main Street

  	
   

  	
  Willimantic

  	
   

  	
  CT

  	
   

  	
  06226

  	
   

  	
  WINDHAM

  	
   

  	
  REST

  
	
  00102

  	
   

  	
  Salem Plaza

  	
   

  	
  Salem

  	
   

  	
  NH

  	
   

  	
  03079

  	
   

  	
  ROCKINGHAM

  	
   

  	
  REST

  
	
  00105

  	
   

  	
  368 Federal Street

  	
   

  	
  Greenfield

  	
   

  	
  MA

  	
   

  	
  01301

  	
   

  	
  FRANKLIN

  	
   

  	
  REST

  
	
  00106

  	
   

  	
  489 Newton Street

  	
   

  	
  South Hadley

  	
   

  	
  MA

  	
   

  	
  01075

  	
   

  	
  HAMPSHIRE

  	
   

  	
  REST

  
	
  00116

  	
   

  	
  6 Sarahs Way

  	
   

  	
  Fairhaven

  	
   

  	
  MA

  	
   

  	
  02719

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00118

  	
   

  	
  411 East Street

  	
   

  	
  Chicopee Falls

  	
   

  	
  MA

  	
   

  	
  01020

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00126

  	
   

  	
  361 Central Street

  	
   

  	
  Hartsdale

  	
   

  	
  NY

  	
   

  	
  10530

  	
   

  	
  WESTCHESTER

  	
   

  	
  REST

  
	
  00130

  	
   

  	
  457 Boston Post Road

  	
   

  	
  Sudbury

  	
   

  	
  MA

  	
   

  	
  01776

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00132

  	
   

  	
  Colonie Shopping Center

  	
   

  	
  Colonie

  	
   

  	
  NY

  	
   

  	
  12205

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00152

  	
   

  	
  477 Tuckahoe Road

  	
   

  	
  Yonkers

  	
   

  	
  NY

  	
   

  	
  10710

  	
   

  	
  WESTCHESTER

  	
   

  	
  REST

  
	
  00154

  	
   

  	
  966 Grafton Street

  	
   

  	
  Worcester

  	
   

  	
  MA

  	
   

  	
  01604

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00155

  	
   

  	
  213 Independence Avenue

  	
   

  	
  Quincy

  	
   

  	
  MA

  	
   

  	
  02169

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00156

  	
   

  	
  4545 North Main Street

  	
   

  	
  Bridgeport

  	
   

  	
  CT

  	
   

  	
  06606

  	
   

  	
  FAIRFIELD

  	
   

  	
  REST

  
	
  00161

  	
   

  	
  866 North Main Street

  	
   

  	
  Randolph

  	
   

  	
  MA

  	
   

  	
  02368

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00162

  	
   

  	
  435 Speedwell Avenue

  	
   

  	
  Morris Plains

  	
   

  	
  NJ

  	
   

  	
  07950

  	
   

  	
  MORRIS

  	
   

  	
  REST

  
	
  00172

  	
   

  	
  1745 Northampton Street

  	
   

  	
  Holyoke

  	
   

  	
  MA

  	
   

  	
  01040

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00175

  	
   

  	
  1463 Raritan Road

  	
   

  	
  Clark

  	
   

  	
  NJ

  	
   

  	
  07066

  	
   

  	
  UNION

  	
   

  	
  REST

  
	
  00180

  	
   

  	
  20 Boston Road

  	
   

  	
  Chelmsford

  	
   

  	
  MA

  	
   

  	
  01824

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00183

  	
   

  	
  661 Upper Glen Street

  	
   

  	
  Glens Fall

  	
   

  	
  NY

  	
   

  	
  12801

  	
   

  	
  WARREN

  	
   

  	
  REST

  
	
  00189

  	
   

  	
  1671 Western Avenue

  	
   

  	
  Albany

  	
   

  	
  NY

  	
   

  	
  12203

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00190

  	
   

  	
  Searstown Shopping Center

  	
   

  	
  Leominster

  	
   

  	
  MA

  	
   

  	
  01453

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00192

  	
   

  	
  255 Broadway

  	
   

  	
  Methuen

  	
   

  	
  MA

  	
   

  	
  01844

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  00194

  	
   

  	
  632 Bloomfield Avenue

  	
   

  	
  West Caldwell

  	
   

  	
  NJ

  	
   

  	
  07006

  	
   

  	
  ESSEX

  	
   

  	
  REST

  



 

















 


	
  SITE #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  ST

  	
   

  	
  ZIP

  	
   

  	
  COUNTY

  	
   

  	
  USE

  
	
  00198

  	
   

  	
  156 Main Avenue

  	
   

  	
  Passaic

  	
   

  	
  NJ

  	
   

  	
  07055

  	
   

  	
  PASSAIC

  	
   

  	
  REST

  
	
  00204

  	
   

  	
  270 Delaware Avenue

  	
   

  	
  Elsmere

  	
   

  	
  NY

  	
   

  	
  12054

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00206

  	
   

  	
  415 Washington Street

  	
   

  	
  Weymouth

  	
   

  	
  MA

  	
   

  	
  02188

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00211

  	
   

  	
  441 Hillsdale Avenue

  	
   

  	
  Hillsdale

  	
   

  	
  NJ

  	
   

  	
  07642

  	
   

  	
  BERGEN

  	
   

  	
  REST

  
	
  00214

  	
   

  	
  96 Turnpike Road

  	
   

  	
  Westboro

  	
   

  	
  MA

  	
   

  	
  01581

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00215

  	
   

  	
  956 North Colony Road

  	
   

  	
  Wallingford

  	
   

  	
  CT

  	
   

  	
  06492

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  00227

  	
   

  	
  611 Main Street

  	
   

  	
  Stoneham

  	
   

  	
  MA

  	
   

  	
  02180

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00228

  	
   

  	
  105 West Town Street

  	
   

  	
  Norwich

  	
   

  	
  CT

  	
   

  	
  06360

  	
   

  	
  NEW LONDON

  	
   

  	
  REST

  
	
  00231

  	
   

  	
  445 Main Street

  	
   

  	
  Mount Kisco

  	
   

  	
  NY

  	
   

  	
  10549

  	
   

  	
  WESTCHESTER

  	
   

  	
  REST

  
	
  00233

  	
   

  	
  471 Center Street

  	
   

  	
  Ludlow

  	
   

  	
  MA

  	
   

  	
  01056

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00234

  	
   

  	
  357 Main Street

  	
   

  	
  Southbridge

  	
   

  	
  MA

  	
   

  	
  01550

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00236

  	
   

  	
  741 Brick Boulevard

  	
   

  	
  Bricktown

  	
   

  	
  NJ

  	
   

  	
  08723

  	
   

  	
  OCEAN

  	
   

  	
  REST

  
	
  00237

  	
   

  	
  1243 Broad Street

  	
   

  	
  Bloomfield

  	
   

  	
  NJ

  	
   

  	
  07003

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  00238

  	
   

  	
  173 Chestnut Street

  	
   

  	
  Needham

  	
   

  	
  MA

  	
   

  	
  02192

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00241

  	
   

  	
  247 Saratoga Road

  	
   

  	
  Glenville

  	
   

  	
  NY

  	
   

  	
  12302

  	
   

  	
  SCHENECTADY

  	
   

  	
  REST

  
	
  00242

  	
   

  	
  2944 Main Street

  	
   

  	
  Glastonbury

  	
   

  	
  CT

  	
   

  	
  06033

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00243

  	
   

  	
  15 Sandwich Street

  	
   

  	
  Plymouth

  	
   

  	
  MA

  	
   

  	
  02360

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  00244

  	
   

  	
  1206 River Road

  	
   

  	
  Fairlawn

  	
   

  	
  NJ

  	
   

  	
  07410

  	
   

  	
  BERGEN

  	
   

  	
  REST

  
	
  00260

  	
   

  	
  2080 Warwick Avenue

  	
   

  	
  Warwick

  	
   

  	
  RI

  	
   

  	
  02889

  	
   

  	
  KENT

  	
   

  	
  REST

  
	
  00268

  	
   

  	
  462 East Main Street

  	
   

  	
  Torrington

  	
   

  	
  CT

  	
   

  	
  06790

  	
   

  	
  LITCHFIELD

  	
   

  	
  REST

  
	
  00275

  	
   

  	
  631 South Dartmouth Street

  	
   

  	
  South Dartmouth

  	
   

  	
  MA

  	
   

  	
  02748

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00276

  	
   

  	
  471 Sabattus Street

  	
   

  	
  Lewiston

  	
   

  	
  ME

  	
   

  	
  04240

  	
   

  	
  ANDROSCOGG

  	
   

  	
  REST

  
	
  00283

  	
   

  	
  804 Main Street

  	
   

  	
  Toms River

  	
   

  	
  NJ

  	
   

  	
  08753

  	
   

  	
  OCEAN

  	
   

  	
  REST

  
	
  00284

  	
   

  	
  170 Bath Road

  	
   

  	
  Brunswick

  	
   

  	
  ME

  	
   

  	
  04011

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  00286

  	
   

  	
  192 Madison Avenue

  	
   

  	
  Convent Station

  	
   

  	
  NJ

  	
   

  	
  07961

  	
   

  	
  MORRIS

  	
   

  	
  REST

  
	
  00302

  	
   

  	
  1229 South Willow Street

  	
   

  	
  Manchester

  	
   

  	
  NH

  	
   

  	
  03103

  	
   

  	
  HILLSBOROUGH

  	
   

  	
  REST

  
	
  00310

  	
   

  	
  1060 Main Street

  	
   

  	
  Holden

  	
   

  	
  MA

  	
   

  	
  01520

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00315

  	
   

  	
  580 Park Avenue

  	
   

  	
  Worcester

  	
   

  	
  MA

  	
   

  	
  01603

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00320

  	
   

  	
  Hanover Mall

  	
   

  	
  Hanover

  	
   

  	
  MA

  	
   

  	
  02339

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  00328

  	
   

  	
  192 Woodbridge Center

  	
   

  	
  Woodbridge

  	
   

  	
  NJ

  	
   

  	
  07095

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00329

  	
   

  	
  62 W. Main Street

  	
   

  	
  Clinton

  	
   

  	
  CT

  	
   

  	
  06413

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00331

  	
   

  	
  70 Central Street

  	
   

  	
  Foxboro

  	
   

  	
  MA

  	
   

  	
  02035

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00332

  	
   

  	
  111 Main Street

  	
   

  	
  Fishkill

  	
   

  	
  NY

  	
   

  	
  12524

  	
   

  	
  DUTCHESS

  	
   

  	
  REST

  
	
  00333

  	
   

  	
  9 Troy Road

  	
   

  	
  East Greenbush

  	
   

  	
  NY

  	
   

  	
  12061

  	
   

  	
  RENSSELAER

  	
   

  	
  REST

  
	
  00337

  	
   

  	
  300 South Street

  	
   

  	
  Bennington

  	
   

  	
  VT

  	
   

  	
  05201

  	
   

  	
  BENNINGTON

  	
   

  	
  REST

  
	
  00342

  	
   

  	
  1835 Farmington Avenue

  	
   

  	
  Unionville

  	
   

  	
  CT

  	
   

  	
  06085

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00343

  	
   

  	
  114 County Road

  	
   

  	
  Tenafly

  	
   

  	
  NJ

  	
   

  	
  07670

  	
   

  	
  BERGEN

  	
   

  	
  REST

  
	
  00359

  	
   

  	
  575 Pompton Turnpike

  	
   

  	
  Pompton Plains

  	
   

  	
  NJ

  	
   

  	
  07444

  	
   

  	
  MORRIS

  	
   

  	
  REST

  
	
  00362

  	
   

  	
  897 West Trenton Avenue

  	
   

  	
  Morrisville

  	
   

  	
  PA

  	
   

  	
  19067

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  00369

  	
   

  	
  630 Washington Street

  	
   

  	
  Stoughton

  	
   

  	
  MA

  	
   

  	
  02072

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00371

  	
   

  	
  510 Boston Road

  	
   

  	
  Billerica

  	
   

  	
  MA

  	
   

  	
  01821

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00376

  	
   

  	
  81 Wolf Road

  	
   

  	
  Albany

  	
   

  	
  NY

  	
   

  	
  12205

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00379

  	
   

  	
  232 West Main Street

  	
   

  	
  Moorestown

  	
   

  	
  NJ

  	
   

  	
  08057

  	
   

  	
  BURLINGTON

  	
   

  	
  REST

  
	
  00382

  	
   

  	
  460 North Main Street

  	
   

  	
  Doylestown

  	
   

  	
  PA

  	
   

  	
  18901

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  00387

  	
   

  	
  759 Main Street

  	
   

  	
  Tewksbury

  	
   

  	
  MA

  	
   

  	
  01876

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00391

  	
   

  	
  Westmont Plaza

  	
   

  	
  Westmont

  	
   

  	
  NJ

  	
   

  	
  08108

  	
   

  	
  CAMDEN

  	
   

  	
  REST

  
	
  00392

  	
   

  	
  1001 Whitehorse-Mercervil

  	
   

  	
  Trenton

  	
   

  	
  NJ

  	
   

  	
  08610

  	
   

  	
  MERCER

  	
   

  	
  REST

  
	
  00399

  	
   

  	
  195 Godwin Avenue

  	
   

  	
  Midland Park

  	
   

  	
  NJ

  	
   

  	
  07432

  	
   

  	
  BERGEN

  	
   

  	
  REST

  
	
  00402

  	
   

  	
  27 Temple Street

  	
   

  	
  Framingham

  	
   

  	
  MA

  	
   

  	
  01701

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00403

  	
   

  	
  403-409 Washington Avenue

  	
   

  	
  Kingston

  	
   

  	
  NY

  	
   

  	
  12401

  	
   

  	
  ULSTER

  	
   

  	
  REST

  
	
  00406

  	
   

  	
  1649 North Broad Street

  	
   

  	
  Lansdale

  	
   

  	
  PA

  	
   

  	
  19446

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00408

  	
   

  	
  387 Massachusetts Avenue

  	
   

  	
  Acton

  	
   

  	
  MA

  	
   

  	
  01720

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  



 

















 


	
  SITE #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  ST

  	
   

  	
  ZIP

  	
   

  	
  COUNTY

  	
   

  	
  USE

  
	
  00421

  	
   

  	
  708 Belmont Street

  	
   

  	
  Brockton

  	
   

  	
  MA

  	
   

  	
  02301

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  00433

  	
   

  	
  203 North Main Street

  	
   

  	
  Concord

  	
   

  	
  NH

  	
   

  	
  03301

  	
   

  	
  MERRIMACK

  	
   

  	
  REST

  
	
  00437

  	
   

  	
  1655 Columbia Avenue

  	
   

  	
  Lancaster

  	
   

  	
  PA

  	
   

  	
  17603

  	
   

  	
  LANCASTER

  	
   

  	
  REST

  
	
  00438

  	
   

  	
  380 West Street Road

  	
   

  	
  Warminster

  	
   

  	
  PA

  	
   

  	
  18974

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  00439

  	
   

  	
  1983 Commerce Street

  	
   

  	
  Yorktown Heights

  	
   

  	
  NY

  	
   

  	
  10598

  	
   

  	
  WESTCHESTER

  	
   

  	
  REST

  
	
  00443

  	
   

  	
  P.O. Box 402

  	
   

  	
  Sturbridge

  	
   

  	
  MA

  	
   

  	
  01566

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00457

  	
   

  	
  Eastchester Mall

  	
   

  	
  Scarsdale

  	
   

  	
  NY

  	
   

  	
  10583

  	
   

  	
  WESTCHESTER

  	
   

  	
  REST

  
	
  00462

  	
   

  	
  43 Lancaster Pike

  	
   

  	
  Frazer

  	
   

  	
  PA

  	
   

  	
  19355

  	
   

  	
  CHESTER

  	
   

  	
  REST

  
	
  00470

  	
   

  	
  275 Boston Post Road

  	
   

  	
  Darien

  	
   

  	
  CT

  	
   

  	
  06820

  	
   

  	
  FAIRFIELD

  	
   

  	
  REST

  
	
  00489

  	
   

  	
  1250 Baltimore Pike

  	
   

  	
  Springfield

  	
   

  	
  PA

  	
   

  	
  19064

  	
   

  	
  DELAWARE

  	
   

  	
  REST

  
	
  00496

  	
   

  	
  PO Box 698

  	
   

  	
  Lenox

  	
   

  	
  MA

  	
   

  	
  01240

  	
   

  	
  BERKSHIRE

  	
   

  	
  REST

  
	
  00514

  	
   

  	
  699 Hancock Street

  	
   

  	
  Wollaston

  	
   

  	
  MA

  	
   

  	
  02170

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00516

  	
   

  	
  1985 Washington Street

  	
   

  	
  Hanover

  	
   

  	
  MA

  	
   

  	
  02339

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  00520

  	
   

  	
  1021 Main Street

  	
   

  	
  South Weymouth

  	
   

  	
  MA

  	
   

  	
  02190

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00536

  	
   

  	
  72 Portsmouth Avenue

  	
   

  	
  Exeter

  	
   

  	
  NH

  	
   

  	
  03833

  	
   

  	
  ROCKINGHAM

  	
   

  	
  REST

  
	
  00538

  	
   

  	
  536 Main Street

  	
   

  	
  Medfield

  	
   

  	
  MA

  	
   

  	
  02052

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00559

  	
   

  	
  300 North Almonesson
  Avenue

  	
   

  	
  Deptford

  	
   

  	
  NJ

  	
   

  	
  08096

  	
   

  	
  GLOUCESTER

  	
   

  	
  REST

  
	
  00560

  	
   

  	
  Monmouth Mall

  	
   

  	
  Eatontown

  	
   

  	
  NJ

  	
   

  	
  07724

  	
   

  	
  MONMOUTH

  	
   

  	
  REST

  
	
  00563

  	
   

  	
  11 Main Street

  	
   

  	
  West Harwich

  	
   

  	
  MA

  	
   

  	
  02671

  	
   

  	
  BARNSTABLE

  	
   

  	
  REST

  
	
  00565

  	
   

  	
  524 Pleasant Street

  	
   

  	
  Attleboro

  	
   

  	
  MA

  	
   

  	
  02703

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00566

  	
   

  	
  2895-A Cranberry Highway,

  	
   

  	
  East Wareham

  	
   

  	
  MA

  	
   

  	
  02538

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  00567

  	
   

  	
  188 Quaker Bridge Mall

  	
   

  	
  Lawrenceville

  	
   

  	
  NJ

  	
   

  	
  08648

  	
   

  	
  MERCER

  	
   

  	
  REST

  
	
  00576

  	
   

  	
  106 Neshaminy Mall

  	
   

  	
  Cornwells

  	
   

  	
  PA

  	
   

  	
  19020

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  00585

  	
   

  	
  961 Boston Post Road

  	
   

  	
  Guilford

  	
   

  	
  CT

  	
   

  	
  06437

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  00587

  	
   

  	
  94 Elm Street

  	
   

  	
  Enfield

  	
   

  	
  CT

  	
   

  	
  06082

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00595

  	
   

  	
  166 West Street

  	
   

  	
  Keene

  	
   

  	
  NH

  	
   

  	
  03431

  	
   

  	
  CHESHIRE

  	
   

  	
  REST

  
	
  00611

  	
   

  	
  70 Broad Street

  	
   

  	
  Bridgewater

  	
   

  	
  MA

  	
   

  	
  02324

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  00616

  	
   

  	
  699 Ocean County Mall

  	
   

  	
  Toms River

  	
   

  	
  NJ

  	
   

  	
  08753

  	
   

  	
  OCEAN

  	
   

  	
  REST

  
	
  00617

  	
   

  	
  351 Depot Street

  	
   

  	
  Manchester

  	
   

  	
  VT

  	
   

  	
  05254

  	
   

  	
  BENNINGTON

  	
   

  	
  REST

  
	
  00635

  	
   

  	
  108 Morristown Road

  	
   

  	
  Bernardsville

  	
   

  	
  NJ

  	
   

  	
  07924

  	
   

  	
  SOMERSET

  	
   

  	
  REST

  
	
  00641

  	
   

  	
  9165 Ridge Pike

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  19128

  	
   

  	
  PHILADELPHIA

  	
   

  	
  REST

  
	
  00647

  	
   

  	
  2150 Lincoln Highway East

  	
   

  	
  Lancaster

  	
   

  	
  PA

  	
   

  	
  17602

  	
   

  	
  LANCASTER

  	
   

  	
  REST

  
	
  00655

  	
   

  	
  77 South Main Street

  	
   

  	
  Rochester

  	
   

  	
  NH

  	
   

  	
  03867

  	
   

  	
  STRAFFORD

  	
   

  	
  REST

  
	
  00664

  	
   

  	
  304 Mountain Avenue

  	
   

  	
  Hackettstown

  	
   

  	
  NJ

  	
   

  	
  07840

  	
   

  	
  WARREN

  	
   

  	
  REST

  
	
  00671

  	
   

  	
  1803 Richmond Road

  	
   

  	
  Williamsburg

  	
   

  	
  VA

  	
   

  	
  23185

  	
   

  	
  YORK

  	
   

  	
  REST

  
	
  00672

  	
   

  	
  1177 Reservoir Avenue

  	
   

  	
  Cranston

  	
   

  	
  RI

  	
   

  	
  02920

  	
   

  	
  PROVIDENCE

  	
   

  	
  REST

  
	
  00689

  	
   

  	
  Marianno S. Bishop
  Boulevard

  	
   

  	
  Fall River

  	
   

  	
  MA

  	
   

  	
  02722

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00690

  	
   

  	
  550 Middlesex Avenue

  	
   

  	
  Metuchen

  	
   

  	
  NJ

  	
   

  	
  08840

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00693

  	
   

  	
  325 Pennsylvania Avenue

  	
   

  	
  Fort Washington

  	
   

  	
  PA

  	
   

  	
  19034

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00706

  	
   

  	
  South Main Street

  	
   

  	
  Rutland

  	
   

  	
  VT

  	
   

  	
  05701

  	
   

  	
  RUTLAND

  	
   

  	
  REST

  
	
  00710

  	
   

  	
  8040 West Broad Street

  	
   

  	
  Richmond

  	
   

  	
  VA

  	
   

  	
  23229

  	
   

  	
  HENRICO

  	
   

  	
  REST

  
	
  00711

  	
   

  	
  1060 Waltham Street

  	
   

  	
  Lexington

  	
   

  	
  MA

  	
   

  	
  02173

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00712

  	
   

  	
  1184 Shelburne Road

  	
   

  	
  South Burlington

  	
   

  	
  VT

  	
   

  	
  05401

  	
   

  	
  CHITTENDEN

  	
   

  	
  REST

  
	
  00720

  	
   

  	
  Town Square Mall

  	
   

  	
  Rockaway

  	
   

  	
  NJ

  	
   

  	
  07866

  	
   

  	
  MORRIS

  	
   

  	
  REST

  
	
  00723

  	
   

  	
  737 New Loudon Road

  	
   

  	
  Latham

  	
   

  	
  NY

  	
   

  	
  12110

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00724

  	
   

  	
  427 Route 44

  	
   

  	
  Raynham

  	
   

  	
  MA

  	
   

  	
  02767

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00725

  	
   

  	
  250 Andover Street

  	
   

  	
  Peabody

  	
   

  	
  MA

  	
   

  	
  01960

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  00727

  	
   

  	
  1462 East Lincoln Highway

  	
   

  	
  Langhorne

  	
   

  	
  PA

  	
   

  	
  19047

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  00728

  	
   

  	
  65 Sumner Avenue

  	
   

  	
  Springfield

  	
   

  	
  MA

  	
   

  	
  01108

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00729

  	
   

  	
  103 Talcottville Road

  	
   

  	
  Vernon

  	
   

  	
  CT

  	
   

  	
  06066

  	
   

  	
  TOLLAND

  	
   

  	
  REST

  
	
  00731

  	
   

  	
  438 Route 28

  	
   

  	
  West Yarmouth

  	
   

  	
  MA

  	
   

  	
  02673

  	
   

  	
  BARNSTABLE

  	
   

  	
  REST

  
	
  00733

  	
   

  	
  1469 Providence Highway

  	
   

  	
  Norwood

  	
   

  	
  MA

  	
   

  	
  02062

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  



 

















 


	
  SITE #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  ST

  	
   

  	
  ZIP

  	
   

  	
  COUNTY

  	
   

  	
  USE

  
	
  00735

  	
   

  	
  Holyoke Mall

  	
   

  	
  Holyoke

  	
   

  	
  MA

  	
   

  	
  01040

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00736

  	
   

  	
  1090 Iyanough Road

  	
   

  	
  Hyannis

  	
   

  	
  MA

  	
   

  	
  02601

  	
   

  	
  BARNSTABLE

  	
   

  	
  REST

  
	
  00737

  	
   

  	
  4010 Jonestown Road

  	
   

  	
  Harrisburg

  	
   

  	
  PA

  	
   

  	
  17109

  	
   

  	
  DAUPHIN

  	
   

  	
  REST

  
	
  00742

  	
   

  	
  Newburgh Mall

  	
   

  	
  Newburgh

  	
   

  	
  NY

  	
   

  	
  12550

  	
   

  	
  ORANGE

  	
   

  	
  REST

  
	
  00743

  	
   

  	
  10 Canal Street-Buzzards

  	
   

  	
  Bourne

  	
   

  	
  MA

  	
   

  	
  02532

  	
   

  	
  BARNSTABLE

  	
   

  	
  REST

  
	
  00744

  	
   

  	
  27 Airport Square

  	
   

  	
  North Wales

  	
   

  	
  PA

  	
   

  	
  19454

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00745

  	
   

  	
  544 Reidville Drive

  	
   

  	
  Waterbury

  	
   

  	
  CT

  	
   

  	
  06705

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  00747

  	
   

  	
  3850 Mystic Valley Parkway

  	
   

  	
  Medford

  	
   

  	
  MA

  	
   

  	
  02155

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00748

  	
   

  	
  3000 Lycoming Mall Circle

  	
   

  	
  Pennsdale

  	
   

  	
  PA

  	
   

  	
  17756

  	
   

  	
  LYCOMING

  	
   

  	
  REST

  
	
  00752

  	
   

  	
  505 Route 130

  	
   

  	
  Cinnaminson

  	
   

  	
  NJ

  	
   

  	
  08077

  	
   

  	
  BURLINGTON

  	
   

  	
  REST

  
	
  00753

  	
   

  	
  1200 Carlisle Street

  	
   

  	
  Hanover

  	
   

  	
  PA

  	
   

  	
  17331

  	
   

  	
  YORK

  	
   

  	
  REST

  
	
  00756

  	
   

  	
  1000 Reese Avenue

  	
   

  	
  Hershey

  	
   

  	
  PA

  	
   

  	
  17033

  	
   

  	
  DAUPHIN

  	
   

  	
  REST

  
	
  00759

  	
   

  	
  497 Farmington Avenue

  	
   

  	
  Bristol

  	
   

  	
  CT

  	
   

  	
  06010

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00771

  	
   

  	
  1230 Highway 35

  	
   

  	
  Middletown

  	
   

  	
  NJ

  	
   

  	
  07748

  	
   

  	
  MONMOUTH

  	
   

  	
  REST

  
	
  00776

  	
   

  	
  11291 Roosevelt Blvd.
  & R

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  19154

  	
   

  	
  PHILADELPHIA

  	
   

  	
  REST

  
	
  00781

  	
   

  	
  160 North Gulph Road

  	
   

  	
  King of Prussia

  	
   

  	
  PA

  	
   

  	
  19406

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00782

  	
   

  	
  1300 Ulster Avenue ML-HUD

  	
   

  	
  Kingston

  	
   

  	
  NY

  	
   

  	
  12401

  	
   

  	
  ULSTER

  	
   

  	
  REST

  
	
  00788

  	
   

  	
  2 Corporate Drive

  	
   

  	
  Windsor Locks

  	
   

  	
  CT

  	
   

  	
  06096

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00789

  	
   

  	
  1210 Hooper Avenue

  	
   

  	
  Toms River

  	
   

  	
  NJ

  	
   

  	
  08753

  	
   

  	
  OCEAN

  	
   

  	
  REST

  
	
  00790

  	
   

  	
  200 Mohawk Trail

  	
   

  	
  Greenfield

  	
   

  	
  MA

  	
   

  	
  01301

  	
   

  	
  FRANKLIN

  	
   

  	
  REST

  
	
  00794

  	
   

  	
  140 Franklin Street

  	
   

  	
  Westerly

  	
   

  	
  RI

  	
   

  	
  02891

  	
   

  	
  WASHINGTON

  	
   

  	
  REST

  
	
  00797

  	
   

  	
  6226 West Manchester Mall

  	
   

  	
  York

  	
   

  	
  PA

  	
   

  	
  17404

  	
   

  	
  YORK

  	
   

  	
  REST

  
	
  00799

  	
   

  	
  1100 North Delsea Drive

  	
   

  	
  Glassboro

  	
   

  	
  NJ

  	
   

  	
  08028

  	
   

  	
  GLOUCESTER

  	
   

  	
  REST

  
	
  00800

  	
   

  	
  1261 Westfield Street

  	
   

  	
  West Springfield

  	
   

  	
  MA

  	
   

  	
  01089

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00807

  	
   

  	
  11603 Midlothian Turnpike

  	
   

  	
  Midlothian

  	
   

  	
  VA

  	
   

  	
  23113

  	
   

  	
  CHESTERFIELD

  	
   

  	
  REST

  
	
  00809

  	
   

  	
  10601 Patterson Avenue

  	
   

  	
  Richmond

  	
   

  	
  VA

  	
   

  	
  23233

  	
   

  	
  HENRICO

  	
   

  	
  REST

  
	
  00810

  	
   

  	
  5220 Brook Road

  	
   

  	
  Richmond

  	
   

  	
  VA

  	
   

  	
  23227

  	
   

  	
  HENRICO

  	
   

  	
  REST

  
	
  00812

  	
   

  	
  199 Spencer Street

  	
   

  	
  Manchester

  	
   

  	
  CT

  	
   

  	
  06040

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00814

  	
   

  	
  748 G.A.R. Highway

  	
   

  	
  Swansea

  	
   

  	
  MA

  	
   

  	
  02777

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00815

  	
   

  	
  24 Monument Square

  	
   

  	
  Leominster

  	
   

  	
  MA

  	
   

  	
  01453

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00816

  	
   

  	
  529 Memorial Drive

  	
   

  	
  Chicopee

  	
   

  	
  MA

  	
   

  	
  01020

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00818

  	
   

  	
  2960 Boulevard

  	
   

  	
  Colonial Heights

  	
   

  	
  VA

  	
   

  	
  23834

  	
   

  	
  COLONIAL H

  	
   

  	
  REST

  
	
  00822

  	
   

  	
  Route 9W

  	
   

  	
  Kingston

  	
   

  	
  NY

  	
   

  	
  12401

  	
   

  	
  ULSTER

  	
   

  	
  REST

  
	
  00823

  	
   

  	
  820 Central Avenue

  	
   

  	
  Albany

  	
   

  	
  NY

  	
   

  	
  12206

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00824

  	
   

  	
  168 Easton Road

  	
   

  	
  Horsham

  	
   

  	
  PA

  	
   

  	
  19044

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00825

  	
   

  	
  PO Box 3005

  	
   

  	
  North Conway

  	
   

  	
  NH

  	
   

  	
  03860

  	
   

  	
  CARROLL

  	
   

  	
  REST

  
	
  00830

  	
   

  	
  1160 Main Street

  	
   

  	
  Haverhill

  	
   

  	
  MA

  	
   

  	
  01830

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  00832

  	
   

  	
  1811 Boston Road

  	
   

  	
  Springfield

  	
   

  	
  MA

  	
   

  	
  01129

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00834

  	
   

  	
  1235 Hamburg Turnpike

  	
   

  	
  Wayne

  	
   

  	
  NJ

  	
   

  	
  07470

  	
   

  	
  PASSAIC

  	
   

  	
  REST

  
	
  00841

  	
   

  	
  120 Washington Avenue Ext

  	
   

  	
  Albany

  	
   

  	
  NY

  	
   

  	
  12203

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00842

  	
   

  	
  44 Aviation Road

  	
   

  	
  Glens Falls

  	
   

  	
  NY

  	
   

  	
  12801

  	
   

  	
  WARREN

  	
   

  	
  REST

  
	
  00845

  	
   

  	
  560 Arsenal Street

  	
   

  	
  Watertown

  	
   

  	
  MA

  	
   

  	
  02172

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00846

  	
   

  	
  473 State Route 3

  	
   

  	
  Plattsburgh

  	
   

  	
  NY

  	
   

  	
  12901

  	
   

  	
  CLINTON

  	
   

  	
  REST

  
	
  00847

  	
   

  	
  1094 Riverdale Road

  	
   

  	
  West Springfield

  	
   

  	
  MA

  	
   

  	
  01089

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00848

  	
   

  	
  800 East Main Street

  	
   

  	
  Meriden

  	
   

  	
  CT

  	
   

  	
  06450

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  00850

  	
   

  	
  1098 Mantua Pike

  	
   

  	
  Wenonah

  	
   

  	
  NJ

  	
   

  	
  08090

  	
   

  	
  GLOUCESTER

  	
   

  	
  REST

  
	
  00852

  	
   

  	
  307 State Road

  	
   

  	
  North Dartmouth

  	
   

  	
  MA

  	
   

  	
  02747

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00853

  	
   

  	
  343A Great Road

  	
   

  	
  Bedford

  	
   

  	
  MA

  	
   

  	
  01730

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00859

  	
   

  	
  18 Pearson Boulevard

  	
   

  	
  Gardner

  	
   

  	
  MA

  	
   

  	
  01440

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00861

  	
   

  	
  2546 South Road

  	
   

  	
  Poughkeepsie

  	
   

  	
  NY

  	
   

  	
  12601

  	
   

  	
  DUTCHESS

  	
   

  	
  REST

  
	
  00863

  	
   

  	
  364 Route 211

  	
   

  	
  Middletown

  	
   

  	
  NY

  	
   

  	
  10940

  	
   

  	
  ORANGE

  	
   

  	
  REST

  
	
  00864

  	
   

  	
  423 Loucks Road

  	
   

  	
  York

  	
   

  	
  PA

  	
   

  	
  17404

  	
   

  	
  YORK

  	
   

  	
  REST

  



 

















 


	
  SITE #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  ST

  	
   

  	
  ZIP

  	
   

  	
  COUNTY

  	
   

  	
  USE

  
	
  00868

  	
   

  	
  815 Route 146

  	
   

  	
  Clifton Park

  	
   

  	
  NY

  	
   

  	
  12065

  	
   

  	
  SARATOGA

  	
   

  	
  REST

  
	
  00869

  	
   

  	
  2520 West Hundred Road

  	
   

  	
  Chester

  	
   

  	
  VA

  	
   

  	
  23831

  	
   

  	
  CHESTERFIELD

  	
   

  	
  REST

  
	
  00870

  	
   

  	
  841 Dalton Avenue

  	
   

  	
  Pittsfield

  	
   

  	
  MA

  	
   

  	
  01201

  	
   

  	
  BERKSHIRE

  	
   

  	
  REST

  
	
  00873

  	
   

  	
  1160 Union Avenue

  	
   

  	
  Laconia

  	
   

  	
  NH

  	
   

  	
  03246

  	
   

  	
  BELKNAP

  	
   

  	
  REST

  
	
  00874

  	
   

  	
  RFD #5 – Box 148A

  	
   

  	
  Brattleboro

  	
   

  	
  VT

  	
   

  	
  05301

  	
   

  	
  WINDHAM

  	
   

  	
  REST

  
	
  00876

  	
   

  	
  697 Troy-Schenectady Road

  	
   

  	
  Latham

  	
   

  	
  NY

  	
   

  	
  12110

  	
   

  	
  ALBANY

  	
   

  	
  REST

  
	
  00883

  	
   

  	
  248 North Comrie Avenue

  	
   

  	
  Johnstown

  	
   

  	
  NY

  	
   

  	
  12095

  	
   

  	
  FULTON

  	
   

  	
  REST

  
	
  00885

  	
   

  	
  1883 Mineral Spring Avenue

  	
   

  	
  North Providence

  	
   

  	
  RI

  	
   

  	
  02904

  	
   

  	
  PROVIDENCE

  	
   

  	
  REST

  
	
  00887

  	
   

  	
  222 Winthrop Avenue

  	
   

  	
  Lawrence

  	
   

  	
  MA

  	
   

  	
  01843

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  00896

  	
   

  	
  777 Broadway

  	
   

  	
  Saugus

  	
   

  	
  MA

  	
   

  	
  01906

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  00897

  	
   

  	
  150 W. Germantown Pike

  	
   

  	
  Norristown

  	
   

  	
  PA

  	
   

  	
  19401

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00898

  	
   

  	
  2369 Street Road

  	
   

  	
  Bensalem

  	
   

  	
  PA

  	
   

  	
  19020

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  00900

  	
   

  	
  1060 Page Boulevard

  	
   

  	
  Springfield

  	
   

  	
  MA

  	
   

  	
  01104

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00904

  	
   

  	
  60 Nott Terrace

  	
   

  	
  Schenectady

  	
   

  	
  NY

  	
   

  	
  12308

  	
   

  	
  SCHENECTADY

  	
   

  	
  REST

  
	
  00916

  	
   

  	
  408 Queen Street

  	
   

  	
  Southington

  	
   

  	
  CT

  	
   

  	
  06489

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00918

  	
   

  	
  12120 Hurffville Road

  	
   

  	
  Deptford

  	
   

  	
  NJ

  	
   

  	
  08096

  	
   

  	
  CLOUCHESTER

  	
   

  	
  REST

  
	
  00922

  	
   

  	
  1232 Storrs Road

  	
   

  	
  Storrs

  	
   

  	
  CT

  	
   

  	
  06268

  	
   

  	
  TOLLAND

  	
   

  	
  REST

  
	
  00925

  	
   

  	
  340 Saw Mill Road

  	
   

  	
  West Haven

  	
   

  	
  CT

  	
   

  	
  06516

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  00927

  	
   

  	
  778 Kidder Street

  	
   

  	
  Wilkes/Barre

  	
   

  	
  PA

  	
   

  	
  18702

  	
   

  	
  LUZERNE

  	
   

  	
  REST

  
	
  00930

  	
   

  	
  247 Greenmanville Avenue

  	
   

  	
  Mystic

  	
   

  	
  CT

  	
   

  	
  06355

  	
   

  	
  NEW LONDON

  	
   

  	
  REST

  
	
  00934

  	
   

  	
  89 Enfield Street

  	
   

  	
  Enfield

  	
   

  	
  CT

  	
   

  	
  06082

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00945

  	
   

  	
  871 Central Avenue

  	
   

  	
  Dover

  	
   

  	
  NH

  	
   

  	
  03820

  	
   

  	
  STRAFFORD

  	
   

  	
  REST

  
	
  00946

  	
   

  	
  2 Stoneleigh Avenue

  	
   

  	
  Carmel

  	
   

  	
  NY

  	
   

  	
  10512

  	
   

  	
  PUTNAM

  	
   

  	
  REST

  
	
  00947

  	
   

  	
  642 Chandler Street

  	
   

  	
  Worcester

  	
   

  	
  MA

  	
   

  	
  01602

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00952

  	
   

  	
  15 North Airmont Road

  	
   

  	
  Suffem

  	
   

  	
  NY

  	
   

  	
  10901

  	
   

  	
  ROCKLAND

  	
   

  	
  REST

  
	
  00955

  	
   

  	
  48 Berlin Road

  	
   

  	
  Cromwell

  	
   

  	
  CT

  	
   

  	
  06416

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00963

  	
   

  	
  Route 724 & 100 Bypass

  	
   

  	
  Pottstown

  	
   

  	
  PA

  	
   

  	
  19464

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00967

  	
   

  	
  2456 Lafayette Road

  	
   

  	
  Portsmouth

  	
   

  	
  NH

  	
   

  	
  03801

  	
   

  	
  ROCKINGHAM

  	
   

  	
  REST

  
	
  00982

  	
   

  	
  445 Steinwehr Avenue

  	
   

  	
  Gettysburg

  	
   

  	
  PA

  	
   

  	
  17325

  	
   

  	
  ADAMS

  	
   

  	
  REST

  
	
  00991

  	
   

  	
  1145 West Baltimore Pike

  	
   

  	
  Media

  	
   

  	
  PA

  	
   

  	
  19063

  	
   

  	
  DELAWARE

  	
   

  	
  REST

  
	
  00995

  	
   

  	
  1151 Fall River Avenue

  	
   

  	
  Seekonk

  	
   

  	
  MA

  	
   

  	
  02771

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  01003

  	
   

  	
  147 Loudon Road

  	
   

  	
  Concord

  	
   

  	
  NH

  	
   

  	
  03301

  	
   

  	
  MERRIMACK

  	
   

  	
  REST

  
	
  01006

  	
   

  	
  31 Matthews Street

  	
   

  	
  Goshen

  	
   

  	
  NY

  	
   

  	
  10924

  	
   

  	
  ORANGE

  	
   

  	
  REST

  
	
  01008

  	
   

  	
  Troy Plaza – Hoosick
  Street

  	
   

  	
  Troy

  	
   

  	
  NY

  	
   

  	
  12180

  	
   

  	
  RENSSELAER

  	
   

  	
  REST

  
	
  01011

  	
   

  	
  85 Seymour Street

  	
   

  	
  Hartford

  	
   

  	
  CT

  	
   

  	
  06106

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  01014

  	
   

  	
  30 Leetes Island Road

  	
   

  	
  Branford

  	
   

  	
  CT

  	
   

  	
  06405

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  01016

  	
   

  	
  95 Main Street

  	
   

  	
  Ware

  	
   

  	
  MA

  	
   

  	
  01082

  	
   

  	
  HAMPSHIRE

  	
   

  	
  REST

  
	
  01017

  	
   

  	
  45 Newport Avenue

  	
   

  	
  Pawtucket

  	
   

  	
  RI

  	
   

  	
  02861

  	
   

  	
  PROVIDENCE

  	
   

  	
  REST

  
	
  01019

  	
   

  	
  48 Western Avenue

  	
   

  	
  Augusta

  	
   

  	
  ME

  	
   

  	
  04330

  	
   

  	
  KENNEBEC

  	
   

  	
  REST

  
	
  01027

  	
   

  	
  146 Church Street

  	
   

  	
  Pembroke

  	
   

  	
  MA

  	
   

  	
  02359

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  01040

  	
   

  	
  149 Daniel Webster Highway

  	
   

  	
  Nashua

  	
   

  	
  NH

  	
   

  	
  03060

  	
   

  	
  HILLSBOROUGH

  	
   

  	
  REST

  
	
  01046

  	
   

  	
  21 Southampton Road

  	
   

  	
  Westfield

  	
   

  	
  MA

  	
   

  	
  01085

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  01050

  	
   

  	
  Route 12A

  	
   

  	
  West Lebanon

  	
   

  	
  NH

  	
   

  	
  03784

  	
   

  	
  GRAFTON

  	
   

  	
  REST

  
	
  01051

  	
   

  	
  226 Washington Street

  	
   

  	
  Gloucester

  	
   

  	
  MA

  	
   

  	
  01930

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  01053

  	
   

  	
  981 Route 37 West

  	
   

  	
  Toms River

  	
   

  	
  NJ

  	
   

  	
  08753

  	
   

  	
  OCEAN

  	
   

  	
  REST

  
	
  01057

  	
   

  	
  1745 Easton Road

  	
   

  	
  Doylestown

  	
   

  	
  PA

  	
   

  	
  18901

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  01058

  	
   

  	
  717 East Main Street

  	
   

  	
  Palmyra

  	
   

  	
  PA

  	
   

  	
  17078

  	
   

  	
  LEBANON

  	
   

  	
  REST

  
	
  01059

  	
   

  	
  3201 State Hwy 35

  	
   

  	
  Hazlet

  	
   

  	
  NJ

  	
   

  	
  07730

  	
   

  	
  MONMOUTH

  	
   

  	
  REST

  
	
  01065

  	
   

  	
  210 Maine Mall Road

  	
   

  	
  South Portland

  	
   

  	
  ME

  	
   

  	
  04106

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  01072

  	
   

  	
  111 Macy Street – Rt. 110

  	
   

  	
  Amesbury

  	
   

  	
  MA

  	
   

  	
  01913

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  01082

  	
   

  	
  5876 Williston Road

  	
   

  	
  Williston

  	
   

  	
  VT

  	
   

  	
  05495

  	
   

  	
  CHITTENDEN

  	
   

  	
  REST

  
	
  01085

  	
   

  	
  5304 Carlisle Pike

  	
   

  	
  Mechanicsburg

  	
   

  	
  PA

  	
   

  	
  17055

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  



 

















 


	
  SITE #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  ST

  	
   

  	
  ZIP

  	
   

  	
  COUNTY

  	
   

  	
  USE

  
	
  01086

  	
   

  	
  2 Campbell Road – P 0 604

  	
   

  	
  Schenectady

  	
   

  	
  NY

  	
   

  	
  12306

  	
   

  	
  SCHENECTADY

  	
   

  	
  REST

  
	
  01087

  	
   

  	
  490 North Main Street

  	
   

  	
  Leominster

  	
   

  	
  MA

  	
   

  	
  01453

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  01202

  	
   

  	
  3125 Market Street

  	
   

  	
  Camp Hill

  	
   

  	
  PA

  	
   

  	
  17011

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  01203

  	
   

  	
  5 Davis Straits Road

  	
   

  	
  Falmouth

  	
   

  	
  MA

  	
   

  	
  02540

  	
   

  	
  BARNSTABLE

  	
   

  	
  REST

  
	
  01213

  	
   

  	
  240 Buckland Street

  	
   

  	
  Manchester

  	
   

  	
  CT

  	
   

  	
  06040

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  01214

  	
   

  	
  3710 Route 9 Raceway Mall

  	
   

  	
  Freehold

  	
   

  	
  NJ

  	
   

  	
  07728

  	
   

  	
  MONMOUTH

  	
   

  	
  REST

  
	
  01215

  	
   

  	
  1245 Worcester Street

  	
   

  	
  Natick

  	
   

  	
  MA

  	
   

  	
  01760

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  01216

  	
   

  	
  194 Buckland Hills Drive

  	
   

  	
  Manchester

  	
   

  	
  CT

  	
   

  	
  06040

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  01217

  	
   

  	
  40 Bedford Road

  	
   

  	
  Middleboro

  	
   

  	
  MA

  	
   

  	
  02346

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  01221

  	
   

  	
  147 Main Street

  	
   

  	
  Freeport

  	
   

  	
  ME

  	
   

  	
  04032

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  01224

  	
   

  	
  373 Main Street

  	
   

  	
  Waterville

  	
   

  	
  ME

  	
   

  	
  04901

  	
   

  	
  KENNEBEC

  	
   

  	
  REST

  
	
  01226

  	
   

  	
  1 Dorset Street

  	
   

  	
  South Burlington

  	
   

  	
  VT

  	
   

  	
  05403

  	
   

  	
  CHITTENDEN

  	
   

  	
  REST

  
	
  01227

  	
   

  	
  Susquehanna Mall Routes 1

  	
   

  	
  Selinsgrove

  	
   

  	
  PA

  	
   

  	
  17870

  	
   

  	
  SNYDER

  	
   

  	
  REST

  
	
  01228

  	
   

  	
  505 Montpelier Road

  	
   

  	
  Berlin

  	
   

  	
  VT

  	
   

  	
  05641

  	
   

  	
  WASHINGTON

  	
   

  	
  REST

  
	
  01229

  	
   

  	
  122 Prospect Hill Road

  	
   

  	
  East Windsor

  	
   

  	
  CT

  	
   

  	
  06088

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  01232

  	
   

  	
  10 Washington Street

  	
   

  	
  Attleboro

  	
   

  	
  MA

  	
   

  	
  02703

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  01233

  	
   

  	
  555 High Street

  	
   

  	
  Mt. Holly

  	
   

  	
  NJ

  	
   

  	
  08060

  	
   

  	
  BURLINGTON

  	
   

  	
  REST

  
	
  01234

  	
   

  	
  3420 Berlin Turnpike

  	
   

  	
  Newington

  	
   

  	
  CT

  	
   

  	
  06111

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  01235

  	
   

  	
  13800 Fribble Way

  	
   

  	
  Midlothian

  	
   

  	
  VA

  	
   

  	
  23112

  	
   

  	
  CHESTERFIELD

  	
   

  	
  REST

  
	
  01236

  	
   

  	
  The Village At Gap

  	
   

  	
  Gap

  	
   

  	
  PA

  	
   

  	
  17527

  	
   

  	
  LANCASTER

  	
   

  	
  REST

  
	
  01237

  	
   

  	
  1701 Quentin Road

  	
   

  	
  Lebanon

  	
   

  	
  PA

  	
   

  	
  17042

  	
   

  	
  LEBANON

  	
   

  	
  REST

  
	
  01238

  	
   

  	
  Whiting Farms Road

  	
   

  	
  Holyoke

  	
   

  	
  MA

  	
   

  	
  01040

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  01241

  	
   

  	
  253 High Street

  	
   

  	
  Ellsworth

  	
   

  	
  ME

  	
   

  	
  04605

  	
   

  	
  HANCOCK

  	
   

  	
  REST

  
	
  01242

  	
   

  	
  Route 320 – 791 Roosevelt

  	
   

  	
  North Windham

  	
   

  	
  ME

  	
   

  	
  04062

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  01244

  	
   

  	
  1040 Boston Post Road

  	
   

  	
  Milford

  	
   

  	
  CT

  	
   

  	
  06460

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  01246

  	
   

  	
  139 Riverside Street

  	
   

  	
  Portland

  	
   

  	
  ME

  	
   

  	
  04103

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  01247

  	
   

  	
  2102 Mt. Holly Road

  	
   

  	
  Burlington

  	
   

  	
  NJ

  	
   

  	
  08016

  	
   

  	
  BURLINGTON

  	
   

  	
  REST

  
	
  01248

  	
   

  	
  936 Walnut Bottom Road

  	
   

  	
  Carlisle

  	
   

  	
  PA

  	
   

  	
  17013

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  01249

  	
   

  	
  600 Mountainview Drive

  	
   

  	
  Colchester

  	
   

  	
  VT

  	
   

  	
  05446

  	
   

  	
  CHITTENDEN

  	
   

  	
  REST

  
	
  01251

  	
   

  	
  230 New Britain Avenue

  	
   

  	
  Plainville

  	
   

  	
  CT

  	
   

  	
  06062

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  01254

  	
   

  	
  Route 140

  	
   

  	
  Wrentham

  	
   

  	
  MA

  	
   

  	
  02093

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  01255

  	
   

  	
  Whitney Memorial Highway

  	
   

  	
  Saratoga Springs

  	
   

  	
  NY

  	
   

  	
  12866

  	
   

  	
   

  	
   

  	
  REST

  
	
  01256

  	
   

  	
  5 Austin Street

  	
   

  	
  Charlestown

  	
   

  	
  MA

  	
   

  	
  02129

  	
   

  	
   

  	
   

  	
  REST

  
	
  01258

  	
   

  	
  600 Kingstown Road

  	
   

  	
  Wakefield

  	
   

  	
  RI

  	
   

  	
  02879

  	
   

  	
   

  	
   

  	
  REST

  
	
  01259

  	
   

  	
  17 Medway Road

  	
   

  	
  Milford

  	
   

  	
  MA

  	
   

  	
  01757

  	
   

  	
   

  	
   

  	
  REST

  
	
  01260

  	
   

  	
  303 Turnpike Road

  	
   

  	
  Westborough

  	
   

  	
  MA

  	
   

  	
  01581

  	
   

  	
   

  	
   

  	
  REST

  
	
  01261

  	
   

  	
  835 Wolcott Street

  	
   

  	
  Waterbury

  	
   

  	
  CT

  	
   

  	
  06705

  	
   

  	
   

  	
   

  	
  REST

  
	
  01262

  	
   

  	
  17 Medway Road

  	
   

  	
  New Milford

  	
   

  	
  CT

  	
   

  	
  06776

  	
   

  	
   

  	
   

  	
  REST

  
	
  01263

  	
   

  	
  430 Cooley Street

  	
   

  	
  Springfield

  	
   

  	
  MA

  	
   

  	
  01128

  	
   

  	
   

  	
   

  	
  REST

  
	
  01265

  	
   

  	
  140 Universal Drive North

  	
   

  	
  North Haven

  	
   

  	
  CT

  	
   

  	
  06473

  	
   

  	
   

  	
   

  	
  REST

  
	
  04002

  	
   

  	
  Northern Blvd Rts 6 &
  11

  	
   

  	
  Clarks Summit

  	
   

  	
  PA

  	
   

  	
  18411

  	
   

  	
  LACKAWANNA

  	
   

  	
  REST

  
	
  04004

  	
   

  	
  Route 309 & 415

  	
   

  	
  Dallas

  	
   

  	
  PA

  	
   

  	
  18612

  	
   

  	
  LUZERNE

  	
   

  	
  REST

  
	
  04005

  	
   

  	
  708 North Blakely Street

  	
   

  	
  Dunmore

  	
   

  	
  PA

  	
   

  	
  18512

  	
   

  	
  LACKAWANNA

  	
   

  	
  REST

  
	
  04006

  	
   

  	
  RD #1 Box 314

  	
   

  	
  Hazleton

  	
   

  	
  PA

  	
   

  	
  18201

  	
   

  	
  LUZERNE

  	
   

  	
  REST

  
	
  04007

  	
   

  	
  310 Red Roof Road

  	
   

  	
  Danville

  	
   

  	
  PA

  	
   

  	
  17821

  	
   

  	
  MONTOUR

  	
   

  	
  REST

  
	
  04010

  	
   

  	
  2811 Cottman Avenue

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  19149

  	
   

  	
  PHILADELPHIA

  	
   

  	
  REST

  
	
  04101

  	
   

  	
  Shopping Plaza

  	
   

  	
  Springfield

  	
   

  	
  VT

  	
   

  	
  05156

  	
   

  	
  WINDSOR

  	
   

  	
  REST

  
	
  04108

  	
   

  	
  463 West Street Plaza

  	
   

  	
  Keene

  	
   

  	
  NH

  	
   

  	
  03431

  	
   

  	
  CHESHIRE

  	
   

  	
  REST

  
	
  04122

  	
   

  	
  1300 Altamont Avenue

  	
   

  	
  Schenectady

  	
   

  	
  NY

  	
   

  	
  12303

  	
   

  	
  SCHENECTADY

  	
   

  	
  REST

  
	
  04123

  	
   

  	
  2303 Nott Street East

  	
   

  	
  Niskayuna

  	
   

  	
  NY

  	
   

  	
  12309

  	
   

  	
  SCHENECTADY

  	
   

  	
  REST

  
	
  04125

  	
   

  	
  68 Congress Street

  	
   

  	
  Saratoga Springs

  	
   

  	
  NY

  	
   

  	
  12866

  	
   

  	
  SARATOGA

  	
   

  	
  REST

  
	
  04201

  	
   

  	
  579 Watertown Avenue

  	
   

  	
  Waterbury

  	
   

  	
  CT

  	
   

  	
  06708

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  



 

















 


	
  SITE #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  ST

  	
   

  	
  ZIP

  	
   

  	
  COUNTY

  	
   

  	
  USE

  
	
  04214

  	
   

  	
  13 South Main Street

  	
   

  	
  West Hartford

  	
   

  	
  CT

  	
   

  	
  06107

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  04220

  	
   

  	
  130 Rubber Avenue

  	
   

  	
  Naugatuck

  	
   

  	
  CT

  	
   

  	
  06770

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  04225

  	
   

  	
  81 Newtown Road

  	
   

  	
  Danbury

  	
   

  	
  CT

  	
   

  	
  06810

  	
   

  	
  FAIRFIELD

  	
   

  	
  REST

  
	
  04227

  	
   

  	
  173 Washington Avenue

  	
   

  	
  North Haven

  	
   

  	
  CT

  	
   

  	
  06473

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  04229

  	
   

  	
  Heritage Village

  	
   

  	
  Southbury

  	
   

  	
  CT

  	
   

  	
  06488

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  04233

  	
   

  	
  3671 Post Road

  	
   

  	
  Southport

  	
   

  	
  CT

  	
   

  	
  06490

  	
   

  	
  FAIRFIELD

  	
   

  	
  REST

  
	
  04238

  	
   

  	
  851 Washington Street

  	
   

  	
  Middletown

  	
   

  	
  CT

  	
   

  	
  06457

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  04239

  	
   

  	
  347 West Main Street

  	
   

  	
  Avon

  	
   

  	
  CT

  	
   

  	
  06001

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  



 

















 


SCHEDULE 1(h)


 


Existing
Letters of Credit


 

















 


	
  Beneficiary

  	
   

  	
  Issue

  Date

  	
   

  	
  Expiration

  Date

  	
   

  	
  Amount

  	
   

  	
  Purpose

  	
   

  
	
  Letters of Credit Issued
  by Fleet Bank

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1. Hershey Foods Corporation

  100 Crystal A Drive

  Hershey, PA 17033

  	
   

  	
  1/15/02

  	
   

  	
  11/15/06

  	
   

  	
  $

  	
  2,145,000.00

  	
   

  	
  Lease Guaranty by Hershey
  Foods Corporation.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.
  National Union Fire Insurance

  Company of Pittsburgh, PA

  P.O.
  Box 923

  Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  2/11/02

  	
   

  	
  10/02/06

  	
   

  	
  $

  	
  2,450,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.
  National Union Fire Insurance

  Company of Pittsburgh PA

  PO
  Box 923

  Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  2/11/02

  	
   

  	
  10/01/06

  	
   

  	
  $

  	
  3,147,177.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4. National Union Fire Insurance

  Company of Pittsburgh PA

  PO Box 923 / Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  2/11/02

  	
   

  	
  11/15/06

  	
   

  	
  $

  	
  3,382,698.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.
  Ohio Bureau of Workers

  Compensation

  30
  West Spring St.

  Columbus, OH 43215-2256

  	
   

  	
  02/16/02

  	
   

  	
  02/27/07

  	
   

  	
  $

  	
  350,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6. Equity Industrial Chicopee LLC

  C/O Midland Loan Services Inc.

  210 West 10th Street

  Kansas City, MO 64105

  	
   

  	
  4/18/02

  	
   

  	
  06/25/06

  	
   

  	
  $

  	
  239,940.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7. National Union Fire Insurance

  Company of Pittsburgh PA

  PO
  Box 923 / Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  9/11/02

  	
   

  	
  9/11/06

  	
   

  	
  $

  	
  912,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8. National Union Fire Insurance

  Company of Pittsburgh PA

  PO
  Box 923 / Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  9/11/03

  	
   

  	
  9/04/06

  	
   

  	
  $

  	
  1,846,788.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9. National Union Fire Insurance

  Company of Pittsburgh PA

  PO Box 923 / Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  9/29/04

  	
   

  	
  9/29/06

  	
   

  	
  $

  	
  1,500,000.00

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE 7.3


 


Title to
Properties; Leases


 




	
  Carrying Value of Property Held By

  Capital Lease

  






 




	
  Location

  	
   

  	
  Net
  Book Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Leased POS Equipment:

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  $

  	
  11,029.46

  	
   

  
	
  3

  	
   

  	
  7,955.85

  	
   

  
	
  22

  	
   

  	
  8.617.22

  	
   

  
	
  24

  	
   

  	
  8,362.86

  	
   

  
	
  25

  	
   

  	
  7,197.37

  	
   

  
	
  26

  	
   

  	
  7.951.42

  	
   

  
	
  28

  	
   

  	
  8,212.57

  	
   

  
	
  31

  	
   

  	
  894.90

  	
   

  
	
  37

  	
   

  	
  894.90

  	
   

  
	
  40

  	
   

  	
  8,453.41

  	
   

  
	
  41

  	
   

  	
  894.90

  	
   

  
	
  43

  	
   

  	
  7,024.84

  	
   

  
	
  45

  	
   

  	
  8,212.57

  	
   

  
	
  53

  	
   

  	
  894.90

  	
   

  
	
  57

  	
   

  	
  894.90

  	
   

  
	
  60

  	
   

  	
  7,237.78

  	
   

  
	
  62

  	
   

  	
  894.90

  	
   

  
	
  67

  	
   

  	
  7,476.22

  	
   

  
	
  70

  	
   

  	
  8,280.59

  	
   

  
	
  73

  	
   

  	
  849.27

  	
   

  
	
  85

  	
   

  	
  8,303.79

  	
   

  
	
  87

  	
   

  	
  8,377.03

  	
   

  
	
  90

  	
   

  	
  7,476.22

  	
   

  
	
  91

  	
   

  	
  11,288.85

  	
   

  
	
  92

  	
   

  	
  8,322.85

  	
   

  
	
  94

  	
   

  	
  7,850.43

  	
   

  
	
  97

  	
   

  	
  894.90

  	
   

  
	
  105

  	
   

  	
  9,361.84

  	
   

  
	
  106

  	
   

  	
  8,159.39

  	
   

  
	
  108

  	
   

  	
  9,271.37

  	
   

  
	
  116

  	
   

  	
  6,086.58

  	
   

  
	
  117

  	
   

  	
  894.90

  	
   

  
	
  118

  	
   

  	
  6,043.85

  	
   

  
	
  125

  	
   

  	
  7,619.15

  	
   

  
					






 

















 




	
  Location

  	
   

  	
  Net Book Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  126

  	
   

  	
  9,485.99

  	
   

  
	
  128

  	
   

  	
  7,476.22

  	
   

  
	
  130

  	
   

  	
  6,208.33

  	
   

  
	
  132

  	
   

  	
  894.90

  	
   

  
	
  154

  	
   

  	
  894.90

  	
   

  
	
  155

  	
   

  	
  894.90

  	
   

  
	
  156

  	
   

  	
  8,949.88

  	
   

  
	
  160

  	
   

  	
  7,850.43

  	
   

  
	
  161

  	
   

  	
  8,196.89

  	
   

  
	
  162

  	
   

  	
  8,284.17

  	
   

  
	
  165

  	
   

  	
  10,294.59

  	
   

  
	
  172

  	
   

  	
  8,816.73

  	
   

  
	
  175

  	
   

  	
  9,153.98

  	
   

  
	
  180

  	
   

  	
  7,128.94

  	
   

  
	
  181

  	
   

  	
  7,519.09

  	
   

  
	
  183

  	
   

  	
  942.05

  	
   

  
	
  189

  	
   

  	
  942.05

  	
   

  
	
  192

  	
   

  	
  8,105.93

  	
   

  
	
  194

  	
   

  	
  942.05

  	
   

  
	
  195

  	
   

  	
  6,824.09

  	
   

  
	
  196

  	
   

  	
  8,419.37

  	
   

  
	
  198

  	
   

  	
  942.05

  	
   

  
	
  204

  	
   

  	
  942.05

  	
   

  
	
  206

  	
   

  	
  10,079.43

  	
   

  
	
  211

  	
   

  	
  942.05

  	
   

  
	
  214

  	
   

  	
  9,495.77

  	
   

  
	
  215

  	
   

  	
  9,152.40

  	
   

  
	
  219

  	
   

  	
  7,319.68

  	
   

  
	
  223

  	
   

  	
  7,128.94

  	
   

  
	
  224

  	
   

  	
  8,752.60

  	
   

  
	
  227

  	
   

  	
  7,974.42

  	
   

  
	
  228

  	
   

  	
  942.05

  	
   

  
	
  231

  	
   

  	
  7,102.01

  	
   

  
	
  232

  	
   

  	
  1,171.74

  	
   

  
	
  233

  	
   

  	
  9,849.64

  	
   

  
	
  234

  	
   

  	
  894.90

  	
   

  
	
  236

  	
   

  	
  989.21

  	
   

  
	
  237

  	
   

  	
  9,015.51

  	
   

  
	
  238

  	
   

  	
  942.05

  	
   

  
	
  241

  	
   

  	
  942.05

  	
   

  






 

















 




	
  Location

  	
   

  	
  Net Book Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  242

  	
   

  	
  8,268.05

  	
   

  
	
  243

  	
   

  	
  7,677.00

  	
   

  
	
  244

  	
   

  	
  7,595.98

  	
   

  
	
  251

  	
   

  	
  7,819.26

  	
   

  
	
  260

  	
   

  	
  6,043.85

  	
   

  
	
  263

  	
   

  	
  8,838.27

  	
   

  
	
  268

  	
   

  	
  7,945.89

  	
   

  
	
  275

  	
   

  	
  8,168.22

  	
   

  
	
  276

  	
   

  	
  7,985.63

  	
   

  
	
  278

  	
   

  	
  11,225.61

  	
   

  
	
  281

  	
   

  	
  7,955.85

  	
   

  
	
  284

  	
   

  	
  8,811.23

  	
   

  
	
  286

  	
   

  	
  942.05

  	
   

  
	
  287

  	
   

  	
  9,397.85

  	
   

  
	
  288

  	
   

  	
  942.05

  	
   

  
	
  302

  	
   

  	
  9,233.26

  	
   

  
	
  306

  	
   

  	
  7,880.21

  	
   

  
	
  310

  	
   

  	
  8,212.57

  	
   

  
	
  315

  	
   

  	
  8,212.57

  	
   

  
	
  316

  	
   

  	
  7,590.79

  	
   

  
	
  320

  	
   

  	
  7,633.33

  	
   

  
	
  321

  	
   

  	
  8,928.78

  	
   

  
	
  329

  	
   

  	
  942.05

  	
   

  
	
  331

  	
   

  	
  7,955.85

  	
   

  
	
  332

  	
   

  	
  7,590.79

  	
   

  
	
  333

  	
   

  	
  894.90

  	
   

  
	
  337

  	
   

  	
  989.21

  	
   

  
	
  342

  	
   

  	
  7,576.61

  	
   

  
	
  343

  	
   

  	
  942.05

  	
   

  
	
  348

  	
   

  	
  894.90

  	
   

  
	
  349

  	
   

  	
  8,928.78

  	
   

  
	
  358

  	
   

  	
  7,237.78

  	
   

  
	
  359

  	
   

  	
  942.05

  	
   

  
	
  361

  	
   

  	
  7,850.43

  	
   

  
	
  365

  	
   

  	
  6,824.09

  	
   

  
	
  369

  	
   

  	
  7,850.43

  	
   

  
	
  371

  	
   

  	
  6,913.77

  	
   

  
	
  376

  	
   

  	
  989.21

  	
   

  
	
  379

  	
   

  	
  989.21

  	
   

  
	
  382

  	
   

  	
  989.21

  	
   

  






 

















 




	
  Location

  	
   

  	
  Net Book Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  387

  	
   

  	
  9,066.23

  	
   

  
	
  391

  	
   

  	
  989.21

  	
   

  
	
  399

  	
   

  	
  7,697.17

  	
   

  
	
  402

  	
   

  	
  7,504.58

  	
   

  
	
  403

  	
   

  	
  942.05

  	
   

  
	
  406

  	
   

  	
  989.21

  	
   

  
	
  408

  	
   

  	
  7,333.15

  	
   

  
	
  409

  	
   

  	
  9,507.68

  	
   

  
	
  419

  	
   

  	
  989.21

  	
   

  
	
  421

  	
   

  	
  7,476.22

  	
   

  
	
  422

  	
   

  	
  8,643.08

  	
   

  
	
  425

  	
   

  	
  989.21

  	
   

  
	
  432

  	
   

  	
  989.21

  	
   

  
	
  433

  	
   

  	
  7,831.58

  	
   

  
	
  434

  	
   

  	
  942.05

  	
   

  
	
  437

  	
   

  	
  989.21

  	
   

  
	
  438

  	
   

  	
  989.21

  	
   

  
	
  439

  	
   

  	
  7,944.27

  	
   

  
	
  446

  	
   

  	
  989.21

  	
   

  
	
  462

  	
   

  	
  989.21

  	
   

  
	
  465

  	
   

  	
  9,484.50

  	
   

  
	
  470

  	
   

  	
  7,970.74

  	
   

  
	
  480

  	
   

  	
  1,266.04

  	
   

  
	
  489

  	
   

  	
  989.21

  	
   

  
	
  492

  	
   

  	
  5,680.33

  	
   

  
	
  496

  	
   

  	
  894.90

  	
   

  
	
  503

  	
   

  	
  4,861.12

  	
   

  
	
  514

  	
   

  	
  8,144.90

  	
   

  
	
  516

  	
   

  	
  7,590.79

  	
   

  
	
  520

  	
   

  	
  10,224.06

  	
   

  
	
  536

  	
   

  	
  7,504.58

  	
   

  
	
  538

  	
   

  	
  8,369.00

  	
   

  
	
  543

  	
   

  	
  4,832.35

  	
   

  
	
  548

  	
   

  	
  989.21

  	
   

  
	
  559

  	
   

  	
  989.21

  	
   

  
	
  563

  	
   

  	
  942.05

  	
   

  
	
  565

  	
   

  	
  7,128.94

  	
   

  
	
  566

  	
   

  	
  7,921.28

  	
   

  
	
  571

  	
   

  	
  7,266.19

  	
   

  
	
  576

  	
   

  	
  989.21

  	
   

  






 

















 




	
  Location

  	
   

  	
  Net Book Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  581

  	
   

  	
  942.05

  	
   

  
	
  585

  	
   

  	
  7,102.01

  	
   

  
	
  588

  	
   

  	
  7,231.92

  	
   

  
	
  611

  	
   

  	
  942.05

  	
   

  
	
  617

  	
   

  	
  989.21

  	
   

  
	
  625

  	
   

  	
  7,294.22

  	
   

  
	
  630

  	
   

  	
  6,444.51

  	
   

  
	
  632

  	
   

  	
  7,983.46

  	
   

  
	
  635

  	
   

  	
  8,727.36

  	
   

  
	
  641

  	
   

  	
  989.21

  	
   

  
	
  642

  	
   

  	
  7,720.80

  	
   

  
	
  647

  	
   

  	
  989.21

  	
   

  
	
  651

  	
   

  	
  7,250.61

  	
   

  
	
  652

  	
   

  	
  7,682.47

  	
   

  
	
  655

  	
   

  	
  8,852.87

  	
   

  
	
  664

  	
   

  	
  10,244.59

  	
   

  
	
  672

  	
   

  	
  10,187.75

  	
   

  
	
  689

  	
   

  	
  11,398.71

  	
   

  
	
  693

  	
   

  	
  989.21

  	
   

  
	
  706

  	
   

  	
  989.21

  	
   

  
	
  709

  	
   

  	
  8,407.44

  	
   

  
	
  711

  	
   

  	
  942.05

  	
   

  
	
  712

  	
   

  	
  989.21

  	
   

  
	
  718

  	
   

  	
  8,369.00

  	
   

  
	
  720

  	
   

  	
  11,002.88

  	
   

  
	
  723

  	
   

  	
  942.05

  	
   

  
	
  724

  	
   

  	
  11,347.32

  	
   

  
	
  725

  	
   

  	
  10,159.13

  	
   

  
	
  727

  	
   

  	
  989.21

  	
   

  
	
  728

  	
   

  	
  849.27

  	
   

  
	
  731

  	
   

  	
  1,884.10

  	
   

  
	
  733

  	
   

  	
  11,456.99

  	
   

  
	
  736

  	
   

  	
  10,445.22

  	
   

  
	
  737

  	
   

  	
  989.21

  	
   

  
	
  742

  	
   

  	
  7,576.61

  	
   

  
	
  743

  	
   

  	
  10,574.91

  	
   

  
	
  744

  	
   

  	
  989.21

  	
   

  
	
  745

  	
   

  	
  942.05

  	
   

  
	
  747

  	
   

  	
  7,505.65

  	
   

  
	
  748

  	
   

  	
  942.05

  	
   

  






 

















 




	
  Location

  	
   

  	
  Net Book Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  753

  	
   

  	
  989.21

  	
   

  
	
  754

  	
   

  	
  989.21

  	
   

  
	
  756

  	
   

  	
  989.21

  	
   

  
	
  759

  	
   

  	
  12,321.80

  	
   

  
	
  760

  	
   

  	
  7,817.06

  	
   

  
	
  772

  	
   

  	
  989.21

  	
   

  
	
  774

  	
   

  	
  7,833.38

  	
   

  
	
  777

  	
   

  	
  8,407.44

  	
   

  
	
  781

  	
   

  	
  942.05

  	
   

  
	
  782

  	
   

  	
  942.05

  	
   

  
	
  784

  	
   

  	
  7,720.80

  	
   

  
	
  788

  	
   

  	
  894.90

  	
   

  
	
  791

  	
   

  	
  11,125.88

  	
   

  
	
  797

  	
   

  	
  7,887.40

  	
   

  
	
  799

  	
   

  	
  989.21

  	
   

  
	
  800

  	
   

  	
  7,476.22

  	
   

  
	
  803

  	
   

  	
  8,407.44

  	
   

  
	
  812

  	
   

  	
  11,427.85

  	
   

  
	
  814

  	
   

  	
  11,560.96

  	
   

  
	
  815

  	
   

  	
  8,369.57

  	
   

  
	
  816

  	
   

  	
  9,386.34

  	
   

  
	
  822

  	
   

  	
  942.05

  	
   

  
	
  823

  	
   

  	
  1,884.10

  	
   

  
	
  824

  	
   

  	
  989.21

  	
   

  
	
  825

  	
   

  	
  942.05

  	
   

  
	
  830

  	
   

  	
  12,194.42

  	
   

  
	
  832

  	
   

  	
  849.27

  	
   

  
	
  834

  	
   

  	
  7,809.22

  	
   

  
	
  841

  	
   

  	
  942.05

  	
   

  
	
  842

  	
   

  	
  942.05

  	
   

  
	
  846

  	
   

  	
  989.21

  	
   

  
	
  847

  	
   

  	
  849.27

  	
   

  
	
  848

  	
   

  	
  12,286.04

  	
   

  
	
  852

  	
   

  	
  11,135.34

  	
   

  
	
  853

  	
   

  	
  7,197.37

  	
   

  
	
  854

  	
   

  	
  942.05

  	
   

  
	
  861

  	
   

  	
  11,662.82

  	
   

  
	
  863

  	
   

  	
  942.05

  	
   

  
	
  864

  	
   

  	
  7,180.23

  	
   

  
	
  870

  	
   

  	
  942.05

  	
   

  






 

















 




	
  Location

  	
   

  	
  Net Book Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  873

  	
   

  	
  942.05

  	
   

  
	
  876

  	
   

  	
  942.05

  	
   

  
	
  877

  	
   

  	
  942.05

  	
   

  
	
  878

  	
   

  	
  942.05

  	
   

  
	
  883

  	
   

  	
  942.05

  	
   

  
	
  885

  	
   

  	
  10,792.63

  	
   

  
	
  887

  	
   

  	
  10,828.41

  	
   

  
	
  896

  	
   

  	
  9,845.11

  	
   

  
	
  897

  	
   

  	
  989.21

  	
   

  
	
  898

  	
   

  	
  989.21

  	
   

  
	
  904

  	
   

  	
  942.05

  	
   

  
	
  907

  	
   

  	
  849.27

  	
   

  
	
  913

  	
   

  	
  7,504.58

  	
   

  
	
  916

  	
   

  	
  10,120.36

  	
   

  
	
  918

  	
   

  	
  989.21

  	
   

  
	
  922

  	
   

  	
  8,838.27

  	
   

  
	
  925

  	
   

  	
  12,103.75

  	
   

  
	
  927

  	
   

  	
  942.05

  	
   

  
	
  930

  	
   

  	
  942.05

  	
   

  
	
  934

  	
   

  	
  894.90

  	
   

  
	
  941

  	
   

  	
  942.05

  	
   

  
	
  945

  	
   

  	
  10,862.01

  	
   

  
	
  946

  	
   

  	
  11,248.11

  	
   

  
	
  947

  	
   

  	
  8,660.39

  	
   

  
	
  952

  	
   

  	
  9,012.22

  	
   

  
	
  955

  	
   

  	
  11,954.38

  	
   

  
	
  959

  	
   

  	
  7,631.43

  	
   

  
	
  962

  	
   

  	
  989.21

  	
   

  
	
  963

  	
   

  	
  989.21

  	
   

  
	
  967

  	
   

  	
  8,377.03

  	
   

  
	
  974

  	
   

  	
  849.27

  	
   

  
	
  982

  	
   

  	
  989.21

  	
   

  
	
  983

  	
   

  	
  849.27

  	
   

  
	
  985

  	
   

  	
  849.27

  	
   

  
	
  990

  	
   

  	
  6,309.94

  	
   

  
	
  991

  	
   

  	
  989.21

  	
   

  
	
  995

  	
   

  	
  10,398.59

  	
   

  
	
  1000

  	
   

  	
  849.27

  	
   

  
	
  1003

  	
   

  	
  11,408.43

  	
   

  
	
  1006

  	
   

  	
  11,484.67

  	
   

  






 

















 




	
  Location

  	
   

  	
  Net Book Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1008

  	
   

  	
  942.05

  	
   

  
	
  1011

  	
   

  	
  10,588.33

  	
   

  
	
  1014

  	
   

  	
  9,033.81

  	
   

  
	
  1016

  	
   

  	
  8,928.78

  	
   

  
	
  1017

  	
   

  	
  10,669.80

  	
   

  
	
  1019

  	
   

  	
  10,391.99

  	
   

  
	
  1023

  	
   

  	
  849.27

  	
   

  
	
  1027

  	
   

  	
  9,934.63

  	
   

  
	
  1029

  	
   

  	
  849.27

  	
   

  
	
  1030

  	
   

  	
  849.27

  	
   

  
	
  1032

  	
   

  	
  849.27

  	
   

  
	
  1037

  	
   

  	
  942.05

  	
   

  
	
  1040

  	
   

  	
  11,003.45

  	
   

  
	
  1041

  	
   

  	
  6,797.70

  	
   

  
	
  1044

  	
   

  	
  849.27

  	
   

  
	
  1045

  	
   

  	
  849.27

  	
   

  
	
  1051

  	
   

  	
  11,977.10

  	
   

  
	
  1054

  	
   

  	
  989.21

  	
   

  
	
  1057

  	
   

  	
  989.21

  	
   

  
	
  1058

  	
   

  	
  6,696.81

  	
   

  
	
  1059

  	
   

  	
  942.05

  	
   

  
	
  1062

  	
   

  	
  989.21

  	
   

  
	
  1065

  	
   

  	
  942.05

  	
   

  
	
  1072

  	
   

  	
  8,722.80

  	
   

  
	
  1082

  	
   

  	
  989.21

  	
   

  
	
  1085

  	
   

  	
  989.21

  	
   

  
	
  1086

  	
   

  	
  942.05

  	
   

  
	
  1201

  	
   

  	
  8,608.58

  	
   

  
	
  1202

  	
   

  	
  989.21

  	
   

  
	
  1203

  	
   

  	
  10,271.44

  	
   

  
	
  1216

  	
   

  	
  11,209.57

  	
   

  
	
  1217

  	
   

  	
  942.05

  	
   

  
	
  1221

  	
   

  	
  942.05

  	
   

  
	
  1224

  	
   

  	
  942.05

  	
   

  
	
  1226

  	
   

  	
  989.21

  	
   

  
	
  1227

  	
   

  	
  942.05

  	
   

  
	
  1229

  	
   

  	
  894.90

  	
   

  
	
  1233

  	
   

  	
  989.21

  	
   

  
	
  1234

  	
   

  	
  894.90

  	
   

  
	
  1236

  	
   

  	
  989.21

  	
   

  






 

















 




	
  Location

  	
   

  	
  Net Book Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1237

  	
   

  	
  989.21

  	
   

  
	
  1238

  	
   

  	
  1,034.84

  	
   

  
	
  1239

  	
   

  	
  849.27

  	
   

  
	
  1241

  	
   

  	
  942.05

  	
   

  
	
  1242

  	
   

  	
  942.05

  	
   

  
	
  1244

  	
   

  	
  942.05

  	
   

  
	
  1246

  	
   

  	
  942.05

  	
   

  
	
  1247

  	
   

  	
  989.21

  	
   

  
	
  1248

  	
   

  	
  989.21

  	
   

  
	
  1249

  	
   

  	
  989.21

  	
   

  
	
  4002

  	
   

  	
  942.05

  	
   

  
	
  4004

  	
   

  	
  942.05

  	
   

  
	
  4005

  	
   

  	
  942.05

  	
   

  
	
  4006

  	
   

  	
  942.05

  	
   

  
	
  4007

  	
   

  	
  942.05

  	
   

  
	
  4010

  	
   

  	
  989.21

  	
   

  
	
  4101

  	
   

  	
  942.05

  	
   

  
	
  4105

  	
   

  	
  8,243.72

  	
   

  
	
  4122

  	
   

  	
  942.05

  	
   

  
	
  4123

  	
   

  	
  942.05

  	
   

  
	
  4125

  	
   

  	
  942.05

  	
   

  
	
  4201

  	
   

  	
  7,957.73

  	
   

  
	
  4214

  	
   

  	
  7,921.28

  	
   

  
	
  4220

  	
   

  	
  7,585.12

  	
   

  
	
  4225

  	
   

  	
  10,835.41

  	
   

  
	
  4227

  	
   

  	
  9,302.66

  	
   

  
	
  4229

  	
   

  	
  10,960.90

  	
   

  
	
  4233

  	
   

  	
  7,590.79

  	
   

  
	
  4235

  	
   

  	
  1,079.46

  	
   

  
	
  4238

  	
   

  	
  9,319.35

  	
   

  
	
  4239

  	
   

  	
  10,216.28

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  1,765,883.76

  	
   

  
	
  FoodService

  Equipment:

  	
   

  	
   

  	
   

  
	
  Wilb., MA

  	
   

  	
  $

  	
  33,164.91

  	
   

  
	
  York, PA

  	
   

  	
  121,914.50

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  155,079.41

  	
   

  






 

















 




	
  Location

  	
   

  	
  Net Book Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Lease
  Restaurant Real Property:

  	
   

  	
   

  	
   

  
	
  842

  	
   

  	
  $

  	
  8,230.63

  	
   

  
	
  848

  	
   

  	
  30,553.49

  	
   

  
	
  850

  	
   

  	
  44,338.40

  	
   

  
	
  852

  	
   

  	
  8,345.03

  	
   

  
	
  883

  	
   

  	
  44,878.51

  	
   

  
	
  913

  	
   

  	
  21.75

  	
   

  
	
  1019

  	
   

  	
  11,443.69

  	
   

  
	
  1039

  	
   

  	
  8,662.80

  	
   

  
	
  1040

  	
   

  	
  2,233.60

  	
   

  
	
  1062

  	
   

  	
  51,471.59

  	
   

  
	
  4002

  	
   

  	
  179,958.40

  	
   

  
	
  4004

  	
   

  	
  148,011.38

  	
   

  
	
  4007

  	
   

  	
  149,454.34

  	
   

  
	
  4220

  	
   

  	
  23,537.22

  	
   

  
	
  4235

  	
   

  	
  69,978.80

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  781,119.63

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Grand
  Total:

  	
   

  	
  $

  	
  2,702,082.80

  	
   

  






 

















 


SCHEDULE 7.6


 


Intellectual Property


 


None


 

















 


SCHEDULE 7.7


 


Litigation


 


None.


 

















 


SCHEDULE 7.14


 


Perfection of Security Interest


 


Disputes,
deductions, claims, offsets, defenses, withholdings and counterclaims of any
kind arising or accrued in connection with the operation of the business of the
Borrower and its Subsidiaries in the ordinary course of business.


 

















 


SCHEDULE 7.18


 


Environmental Compliance


 


Underground
storage tanks containing Hazardous Substances (as defined in Section 7.18 of
the Agreement) are known to exist at the following locations:


 


Wilbraham, MA
(location 837):


•              one
1,000-gallon fuel oil tank;


•              one
1,000-gallon waste engine oil tank;


•              one
1,000-gallon engine oil tank


•              one
10,000-gallon gasoline tank


•              one 10,000-gallon diesel fuel
tank;


•              one
10,000-gallon fuel oil tank; and


•              one
1,000-gallon propane tank.


 


West
Springfield, MA (location 800)


•              one
500-gallon heating oil tank


 


Berlin, VT
(location 1228)


•              one
propane and one oil tank


 

















 


SCHEDULE 7.19(a)


 


Restricted Subsidiaries


 


Friendly’s
Restaurants Franchise, Inc.


 


Friendly’s
International, Inc.


 

















 


SCHEDULE 7.19(b)


 


Unrestricted Subsidiaries


 


Restaurant
Insurance Corporation


 


Friendly’s
Realty I, LLC


 


Friendly’s
Realty II, LLC


 


Friendly’s
Realty III, LLC


 

















 


SCHEDULE 7.19(c)


 


Joint Ventures; Partnerships


 


None.


 

















 


SCHEDULE 7.19(d)


 


Jurisdiction of Incorporation/Formation and
Principal Place of Business


 


	
  Company

  	
   

  	
  Jurisdiction of

  Incorporation/

  Formation

  	
   

  	
  Principal Place of Business
  Address

  
	
  Friendly’s Restaurants
  Franchise, Inc.

  	
   

  	
  Delaware

  	
   

  	
  1855
  Boston Rd., Wilbraham, MA 01095

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Friendly’s International,
  Inc.

  	
   

  	
  Delaware

  	
   

  	
  1855
  Boston Rd., Wilbraham, MA 01095

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Restaurant Insurance
  Corporation

  	
   

  	
  Vermont

  	
   

  	
  1855
  Boston Rd., Wilbraham, MA 01095

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Friendly’s Realty I, LLC

  	
   

  	
  Delaware

  	
   

  	
  1855
  Boston Rd., Wilbraham, MA 01095

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Friendly’s Realty II, LLC

  	
   

  	
  Delaware

  	
   

  	
  1855
  Boston Rd., Wilbraham, MA 01095

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Friendly’s Realty III, LLC

  	
   

  	
  Delaware

  	
   

  	
  1855
  Boston Rd., Wilbraham, MA 01095

  



 

















 


SCHEDULE 7.21


 


Bank Accounts


 


	
  Corporate Bank Name

  	
   

  	
  Bank
  Address

  	
   

  	
  Bank
  Account #

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America (Fleet Bank)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Concentration Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  9360758318

  
	
  Funding Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  9360686481

  
	
  Restaurant Payroll Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  9427649432

  
	
  Corporate Payroll Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  9427649440

  
	
  Friendly Franchise Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  9360758713

  
	
  Marketing Escrow Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  9369246394

  
	
  Flex Spending Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  22287567

  
	
  Operating Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  55079297

  
	
  Corporate Accounts Payable

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  80062817

  
	
  Friendly’s Realty I LLC

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  9429140699

  
	
  Friendly’s Realty II LLC

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  9429140680

  
	
  Friendly’s Realty III LLC

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  9429140672

  
	
  Friendly’s Realty III
  Collateral Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  4602289089

  
	
  Medical Disbursement
  Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  80219642

  
	
  Friendly Gift Card Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  9429245538

  
	
  Restaurant Concentration
  Account

  	
   

  	
  100
  Federal Street, Boston, MA 02106

  	
   

  	
  9429417379

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US Bank

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Workmen’s Compensation
  Account

  	
   

  	
  910
  West Main Street, Troy, OH 45373

  	
   

  	
  980044002

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Salomon Smith Barney

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Smith Barney

  	
   

  	
  1345
  Avenue of the Americas, New York, NY 10195

  	
   

  	
  9076443812

  
	
  Smith Barney

  	
   

  	
  1345
  Avenue of the Americas, New York, NY 10195

  	
   

  	
  4012198612058

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citizens Bank — New England

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Money Market Account 10

  	
   

  	
  28
  State Street, Boston, MA 02109

  	
   

  	
  1139924904

  
	
  Money Market Account 10

  	
   

  	
  28
  State Street, Boston, MA 02109

  	
   

  	
  1139924890

  
	
  Credit Card Settlement
  Account

  	
   

  	
  28
  State Street, Boston, MA 02109

  	
   

  	
  1305744982

  
	
  Restaurant Concentration
  Account

  	
   

  	
  28
  State Street, Boston, MA 02109

  	
   

  	
  1304762200

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citizens
  Bank — Mid-Atlantic

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Restaurant Concentration
  Account

  	
   

  	
  53
  State Street, Boston, MA 02109

  	
   

  	
  6210240848

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank
  North

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Restaurant Concentration
  Account

  	
   

  	
  1441
  Main Street, 7th Floor, Springfield, MA 1103

  	
   

  	
  8242793186

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sovereign
  New England

  	
   

  	
   

  	
   

  	
   

  
	
  Restaurant Concentration
  Account

  	
   

  	
  2
  Morrisey Blvd., MA1-MB5-01-02, Dorchester, MA 02125

  	
   

  	
  97300056774

  



 

















 


SCHEDULE 8.19


 


Non-Core Mortgaged Properties


 


	
  SITE

  #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY

  	
   

  	
  ST

  	
   

  	
  ZIP

  	
   

  	
  COUNTY

  	
   

  	
  USE

  
	
  00001

  	
   

  	
  19 Springfield Street

  	
   

  	
  Agawam

  	
   

  	
  MA

  	
   

  	
  01001

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00024

  	
   

  	
  Eastbound Frontage Road

  	
   

  	
  East Haven

  	
   

  	
  CT

  	
   

  	
  06512

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  00026

  	
   

  	
  1129 New Britain Avenue

  	
   

  	
  West Hartford

  	
   

  	
  CT

  	
   

  	
  06110

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00043

  	
   

  	
  451 Lincoln Street

  	
   

  	
  Worcester

  	
   

  	
  MA

  	
   

  	
  01605

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00045

  	
   

  	
  1420 Main Street

  	
   

  	
  Worcester

  	
   

  	
  MA

  	
   

  	
  01603

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00092

  	
   

  	
  306 West Boylston Street

  	
   

  	
  West Boylston

  	
   

  	
  MA

  	
   

  	
  01583

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00094

  	
   

  	
  141 Church Street

  	
   

  	
  Whitinsville

  	
   

  	
  MA

  	
   

  	
  01588

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00106

  	
   

  	
  489 Newton Street

  	
   

  	
  South Hadley

  	
   

  	
  MA

  	
   

  	
  01075

  	
   

  	
  HAMPSHIRE

  	
   

  	
  REST

  
	
  00116

  	
   

  	
  6 Sarahs Way

  	
   

  	
  Fairhaven

  	
   

  	
  MA

  	
   

  	
  02719

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00118

  	
   

  	
  411 East Street

  	
   

  	
  Chicopee Falls

  	
   

  	
  MA

  	
   

  	
  01020

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00130

  	
   

  	
  457 Boston Post Road

  	
   

  	
  Sudbury

  	
   

  	
  MA

  	
   

  	
  01776

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00160

  	
   

  	
  1240 Sumner Avenue

  	
   

  	
  Springfield

  	
   

  	
  MA

  	
   

  	
  01118

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  00198

  	
   

  	
  156 Main Avenue

  	
   

  	
  Passaic

  	
   

  	
  NJ

  	
   

  	
  07055

  	
   

  	
  PASSAIC

  	
   

  	
  REST

  
	
  00223

  	
   

  	
  278 Winthrop Avenue

  	
   

  	
  Taunton

  	
   

  	
  MA

  	
   

  	
  02780

  	
   

  	
  BRISTOL

  	
   

  	
  REST

  
	
  00243

  	
   

  	
  15 Sandwich Street

  	
   

  	
  Plymouth

  	
   

  	
  MA

  	
   

  	
  02360

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  00260

  	
   

  	
  2080 Warwick Avenue

  	
   

  	
  Warwick

  	
   

  	
  RI

  	
   

  	
  02889

  	
   

  	
  KENT

  	
   

  	
  REST

  
	
  00310

  	
   

  	
  1060 Main Street

  	
   

  	
  Holden

  	
   

  	
  MA

  	
   

  	
  01520

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00316

  	
   

  	
  1408 Congress Street

  	
   

  	
  Portland

  	
   

  	
  ME

  	
   

  	
  04102

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  00328

  	
   

  	
  192 Woodbridge Center

  	
   

  	
  Woodbridge

  	
   

  	
  NJ

  	
   

  	
  07095

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00359

  	
   

  	
  575 Pompton Turnpike

  	
   

  	
  Pompton Plains

  	
   

  	
  NJ

  	
   

  	
  07444

  	
   

  	
  MORRIS

  	
   

  	
  REST

  
	
  00382

  	
   

  	
  460 North Main Street

  	
   

  	
  Doylestown

  	
   

  	
  PA

  	
   

  	
  18901

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  00387

  	
   

  	
  759 Main Street

  	
   

  	
  Tewksbury

  	
   

  	
  MA

  	
   

  	
  01876

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00425

  	
   

  	
  2301 West Market Street

  	
   

  	
  York

  	
   

  	
  PA

  	
   

  	
  17404

  	
   

  	
  YORK

  	
   

  	
  REST

  
	
  00566

  	
   

  	
  2895-A Cranberry Highway

  	
   

  	
  East Wareham

  	
   

  	
  MA

  	
   

  	
  02538

  	
   

  	
  PLYMOUTH

  	
   

  	
  REST

  
	
  00585

  	
   

  	
  961 Boston Post Road

  	
   

  	
  Guilford

  	
   

  	
  CT

  	
   

  	
  06437

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  00587

  	
   

  	
  94 Elm Street

  	
   

  	
  Enfield

  	
   

  	
  CT

  	
   

  	
  06082

  	
   

  	
  HARTFORD

  	
   

  	
  REST

  
	
  00635

  	
   

  	
  108 Morristown Road

  	
   

  	
  Bernardsville

  	
   

  	
  NJ

  	
   

  	
  07924

  	
   

  	
  SOMERSET

  	
   

  	
  REST

  
	
  00733

  	
   

  	
  1469 Providence Highway

  	
   

  	
  Norwood

  	
   

  	
  MA

  	
   

  	
  02062

  	
   

  	
  NORFOLK

  	
   

  	
  REST

  
	
  00744

  	
   

  	
  27 Airport Square

  	
   

  	
  North Wales

  	
   

  	
  PA

  	
   

  	
  19454

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00815

  	
   

  	
  24 Monument Square

  	
   

  	
  Leominster

  	
   

  	
  MA

  	
   

  	
  01453

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  00834

  	
   

  	
  1235 Hamburg Turnpike

  	
   

  	
  Wayne

  	
   

  	
  NJ

  	
   

  	
  07470

  	
   

  	
  PASSAIC

  	
   

  	
  REST

  
	
  00853

  	
   

  	
  343A Great Road

  	
   

  	
  Bedford

  	
   

  	
  MA

  	
   

  	
  01730

  	
   

  	
  MIDDLESEX

  	
   

  	
  REST

  
	
  00887

  	
   

  	
  222 Winthrop Avenue

  	
   

  	
  Lawrence

  	
   

  	
  MA

  	
   

  	
  01843

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  00897

  	
   

  	
  150 W. Germantown Pike

  	
   

  	
  Norristown

  	
   

  	
  PA

  	
   

  	
  19401

  	
   

  	
  MONTGOMERY

  	
   

  	
  REST

  
	
  00922

  	
   

  	
  1232 Storrs Road

  	
   

  	
  Storrs

  	
   

  	
  CT

  	
   

  	
  06268

  	
   

  	
  TOLLAND

  	
   

  	
  REST

  
	
  00927

  	
   

  	
  778 Kidder Street

  	
   

  	
  Wilkes/Barre

  	
   

  	
  PA

  	
   

  	
  18702

  	
   

  	
  LUZERNE

  	
   

  	
  REST

  
	
  01014

  	
   

  	
  30 Leetes Island Road

  	
   

  	
  Branford

  	
   

  	
  CT

  	
   

  	
  06405

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  01019

  	
   

  	
  48 Western Avenue

  	
   

  	
  Augusta

  	
   

  	
  ME

  	
   

  	
  04330

  	
   

  	
  KENNEBEC

  	
   

  	
  REST

  
	
  01040

  	
   

  	
  149 Daniel Webster Highway

  	
   

  	
  Nashua

  	
   

  	
  NH

  	
   

  	
  03060

  	
   

  	
  HILLSBOROU

  	
   

  	
  REST

  
	
  01051

  	
   

  	
  226 Washington Street

  	
   

  	
  Gloucester

  	
   

  	
  MA

  	
   

  	
  01930

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  01057

  	
   

  	
  1745 Easton Road

  	
   

  	
  Doylestown

  	
   

  	
  PA

  	
   

  	
  18901

  	
   

  	
  BUCKS

  	
   

  	
  REST

  
	
  01072

  	
   

  	
  111 Macy Street – Rt. 110

  	
   

  	
  Amesbury

  	
   

  	
  MA

  	
   

  	
  01913

  	
   

  	
  ESSEX

  	
   

  	
  REST

  
	
  01085

  	
   

  	
  5304 Carlisle Pike

  	
   

  	
  Mechanicsburg

  	
   

  	
  PA

  	
   

  	
  17055

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  01087

  	
   

  	
  490 North Main Street

  	
   

  	
  Leominster

  	
   

  	
  MA

  	
   

  	
  01453

  	
   

  	
  WORCESTER

  	
   

  	
  REST

  
	
  01221

  	
   

  	
  147 Main Street

  	
   

  	
  Freeport

  	
   

  	
  ME

  	
   

  	
  04032

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  



 

















 


	
  01233

  	
   

  	
  555 High Street

  	
   

  	
  Mt. Holly

  	
   

  	
  NJ

  	
   

  	
  08060

  	
   

  	
  BURLINGTON

  	
   

  	
  REST

  
	
  01238

  	
   

  	
  Whiting Farms Road

  	
   

  	
  Holyoke

  	
   

  	
  MA

  	
   

  	
  01040

  	
   

  	
  HAMPDEN

  	
   

  	
  REST

  
	
  01246

  	
   

  	
  139 Riverside Street

  	
   

  	
  Portland

  	
   

  	
  ME

  	
   

  	
  04103

  	
   

  	
  CUMBERLAND

  	
   

  	
  REST

  
	
  04006

  	
   

  	
  RD #1 Box 314

  	
   

  	
  Hazleton

  	
   

  	
  PA

  	
   

  	
  18201

  	
   

  	
  LUZERNE

  	
   

  	
  REST

  
	
  04201

  	
   

  	
  579 Watertown Avenue

  	
   

  	
  Waterbury

  	
   

  	
  CT

  	
   

  	
  06708

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  04227

  	
   

  	
  173 Washington Avenue

  	
   

  	
  North Haven

  	
   

  	
  CT

  	
   

  	
  06473

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  04229

  	
   

  	
  Heritage Village

  	
   

  	
  Southbury

  	
   

  	
  CT

  	
   

  	
  05488

  	
   

  	
  NEW HAVEN

  	
   

  	
  REST

  
	
  04233

  	
   

  	
  3671 Post Road

  	
   

  	
  Southport

  	
   

  	
  CT

  	
   

  	
  06490

  	
   

  	
  FAIRFIELD

  	
   

  	
  REST

  



 

















 


SCHEDULE 9.1


 


Existing Indebtedness


 


	
   

  	
   

  	
  November 25, 2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Indebtedness
  under the Letters of Credit listed on Schedule 9.2

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Insurance
  Loans

  	
   

  	
  183,230

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Capital
  Leases – Leased Restaurants:

  	
   

  	
   

  	
   

  
	
  772

  	
   

  	
  5,056

  	
   

  
	
  842

  	
   

  	
  20,738

  	
   

  
	
  848

  	
   

  	
  74,702

  	
   

  
	
  850

  	
   

  	
  101,276

  	
   

  
	
  852

  	
   

  	
  21,299

  	
   

  
	
  883

  	
   

  	
  98,548

  	
   

  
	
  1062

  	
   

  	
  62,153

  	
   

  
	
  4002

  	
   

  	
  503,654

  	
   

  
	
  4004

  	
   

  	
  458,192

  	
   

  
	
  4007

  	
   

  	
  468,202

  	
   

  
	
  4220

  	
   

  	
  47,429

  	
   

  
	
  4235

  	
   

  	
  107,856

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Finance
  Obligations:

  	
   

  	
   

  	
   

  
	
  194

  	
   

  	
  542,741

  	
   

  
	
  563

  	
   

  	
  599,366

  	
   

  
	
  712

  	
   

  	
  409,385

  	
   

  
	
  807

  	
   

  	
  357,437

  	
   

  
	
  876

  	
   

  	
  1,014,941

  	
   

  
	
  916

  	
   

  	
  330,469

  	
   

  
	
  941

  	
   

  	
  798,379

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  POS
  Equipment (see Schedule 7.3 for list of restaurant locations)

  	
   

  	
  2,134,190

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Foodservice
  Trailers and equipment:

  	
   

  	
   

  	
   

  
	
  ThermoKing
  456179

  	
   

  	
  2,543

  	
   

  
	
  ThermoKing
  456180

  	
   

  	
  2,543

  	
   

  
	
  ThermoKing
  456181

  	
   

  	
  2,543

  	
   

  
	
  ThermoKing
  456182

  	
   

  	
  2,543

  	
   

  
	
  ThermoKing
  456183

  	
   

  	
  3,771

  	
   

  
	
  ThermoKing
  456184

  	
   

  	
  3,771

  	
   

  
	
  ThermoKing
  456185

  	
   

  	
  3,771

  	
   

  
	
  ThermoKing
  709757

  	
   

  	
  33,890

  	
   

  
	
  ThermoKing
  709758

  	
   

  	
  33,890

  	
   

  
	
  ThermoKing
  709759

  	
   

  	
  33,890

  	
   

  



 

















 


Existing Indebtedness – Intercompany


 


	
   

  	
   

  	
  At November 25, 2001

  	
   

  
	
   

  	
   

  	
  Indebtedness

  	
   

  	
  Investment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Friendly Ice
  Cream Corporation (FICC) (1)

  	
   

  	
  $

  	
  8,814,345

  	
   

  	
   

  	
   

  
	
  Restaurant
  Insurance Corporation (RIC) (1)

  	
   

  	
   

  	
   

  	
  $

  	
  8,814,345

  	
   

  
	
  Interest
  Receivable – (RIC)

  	
   

  	
   

  	
   

  	
  117,525

  	
   

  
	
  Interest
  Payable – (FICC)

  	
   

  	
  117,525

  	
   

  	
   

  	
   

  
	
  Friendly Ice
  Cream Corporation (2)

  	
   

  	
  5,787,074

  	
   

  	
   

  	
   

  
	
  Friendly’s
  Restaurant Franchise, Inc. (2)

  	
   

  	
   

  	
   

  	
  5,787,074

  	
   

  
	
  Friendly’s
  International, Inc. (2)

  	
   

  	
  4,120,489

  	
   

  	
   

  	
   

  
	
  Friendly Ice
  Cream Corporation (2)

  	
   

  	
   

  	
   

  	
  4,120,489

  	
   

  
	
  Friendly Ice
  Cream Corporation (3)

  	
   

  	
   

  	
   

  	
  1,157,840

  	
   

  
	
  Restaurant
  Insurance Corporation (3)

  	
   

  	
  80,000

  	
   

  	
   

  	
   

  
	
  Friendly’s
  Restaurants Franchise, Inc. (3)

  	
   

  	
  1,077,840

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  $

  	
  19, 997,273

  	
   

  	
  $

  	
  19,997,273

  	
   

  



 






(1) Notes


(2) Due
To/From


(3) Income
taxes


 

















 


SCHEDULE 9.2


 


Existing Liens


 


A.    Liens described on the
attached Annex 1


B.    Liens granted pursuant to the
New Senior Note Indenture in and to any money (if any) held by the trustee
under the New Senior Note Indenture other than money held in trust to pay
principal of and interest on the New Senior Notes.


C.    The following Liens relating
to Existing Letters of Credit:


 

















 


	
  Beneficiary

  	
   

  	
  Issue Date

  	
   

  	
  Expiration Date

  	
   

  	
  Amount

  	
   

  	
  Purpose

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Letters of
  Credit Issued by Fleet Bank

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.  Hershey Foods Corporation

  100 Crystal A Drive

  Hershey, PA 17033

  	
   

  	
  1/15/02

  	
   

  	
  11/15/06

  	
   

  	
  $

  	
  2,145,000.00

  	
   

  	
  Lease
  Guaranty by Hershey Foods Corporation.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.  National Union Fire
  Insurance

  Company of Pittsburgh, PA

  P.O. Box 923

  Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  2/11/02

  	
   

  	
  10/02/06

  	
   

  	
  $

  	
  2,450,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.  National Union Fire
  Insurance

  Company of Pittsburgh PA

  PO Box 923

  Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  2/11/02

  	
   

  	
  10/01/06

  	
   

  	
  $

  	
  3,147,177.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.  National Union Fire
  Insurance

  Company of Pittsburgh PA

  PO Box 923 / Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  2/11/02

  	
   

  	
  11/15/06

  	
   

  	
  $

  	
  3,382,698.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.  Ohio Bureau of Workers

  Compensation

  30 West Spring St.

  Columbus, OH 43215-2256

  	
   

  	
  02/16/02

  	
   

  	
  02/27/07

  	
   

  	
  $

  	
  350,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.  Equity Industrial Chicopee
  LLC

  C/O Midland Loan Services Inc.

  210 West 10th Street

  Kansas City, MO 64105

  	
   

  	
  4/18/02

  	
   

  	
  06/25/06

  	
   

  	
  $

  	
  239,940.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.  National Union Fire
  Insurance

  Company of Pittsburgh PA

  PO Box 923 / Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  9/11/02

  	
   

  	
  9/11/06

  	
   

  	
  $

  	
  912,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.  National Union Fire
  Insurance

  Company of Pittsburgh PA

  PO Box 923 / Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  9/11/03

  	
   

  	
  9/04/06

  	
   

  	
  $

  	
  1,846,788.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.  National Union Fire
  Insurance

  Company of Pittsburgh PA

  PO Box 923 / Wall Street Station

  New York, NY 10268

  Attn: Art Stillwell

  	
   

  	
  9/29/04

  	
   

  	
  9/29/06

  	
   

  	
  $

  	
  1,500,000.00

  	
   

  	
   

  	
   

  



 

















 


D.            Other
Liens


 

















 


ANNEX 1


 

















 


SCHEDULE 9.2.2


 


Restrictions on Negative Pledges


 


None.


 

















 


SCHEDULE 9.3


 


Existing Investments


 


Investments listed on Schedule 7.19


 


Other Investments:


 


	
   

  	
   

  	
  Due Date

  	
   

  	
  Rate

  	
   

  	
  At Nov. 25, 2001

  Outstanding

  	
   

  	
  Interest

  Outstanding

  	
   

  
	
  Franchisee Notes

  Receivable:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SW Friends,
  LLC

  	
   

  	
  6/15/01

  	
   

  	
  12.00

  	
  %

  	
  23,005

  	
   

  	
  $

  	
  329

  	
   

  
	
  Planet Kidz,
  Inc.

  	
   

  	
  1/01/02

  	
   

  	
  12.00

  	
  %

  	
  257,064

  	
   

  	
  14,200

  	
   

  
	
  Friendship
  1, LLC

  	
   

  	
  9/20/01

  	
   

  	
  12.00

  	
  %

  	
  133,542

  	
   

  	
  1,335

  	
   

  
	
  Jask Foods,
  Inc

  	
   

  	
  1/15/02

  	
   

  	
  12.00

  	
  %

  	
  23,244

  	
   

  	
  162

  	
   

  
	
  J&B
  Restaurant Partners

  	
   

  	
  4/15/06

  	
   

  	
  11.00

  	
  %

  	
  4,214,673

  	
   

  	
   

  	
   

  
	
  JEMM
  Restaurants, LLC

  	
   

  	
  4/8/02

  	
   

  	
  11.00

  	
  %

  	
  12,929

  	
   

  	
   

  	
   

  
	
  Kessler
  Family, LLC

  	
   

  	
  Pd. from excess earnings

  	
   

  	
  187,000

  	
   

  	
   

  	
   

  
	
  Kessler
  Family, LLC

  	
   

  	
  2/01/15

  	
   

  	
  10.30

  	
  %

  	
  390,000

  	
   

  	
   

  	
   

  
	
  RRC
  Restaurants

  	
   

  	
  11/07/01

  	
   

  	
  12.00

  	
  %

  	
  5,025

  	
   

  	
  50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5,246,482

  	
   

  	
  16,076

  	
   

  
	
  Other
  Notes Receivable:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Store 313

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  50,000

  	
   

  	
  —

  	
   

  
	
  Peak Foods

  	
   

  	
  1/01/07

  	
   

  	
  7.75

  	
  %

  	
  575,247

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  625,247

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  5,896,379

  	
   

  	
  $

  	
  16,076

  	
   

  
	
  Allowance for Uncollectible Notes
  Receivable

  	
   

  	
  $

  	
  (523,330

  	
  )