**Exhibit10.2**

 

**AGREEMENT**

 

This agreement (“Agreement”) is entered as of the 27th day August, 2003(the “Termination Date”) between Friendly Ice Cream Corporation (“FICC”) andTRC Realty LLC (“TRC Realty”).

 

**Whereas**on April 14, 1994 FICC and TRC Realty entered into an Aircraft ReimbursementAgreement (a copy of which is attached as EXHIBIT A) to accommodate theprojected use of and shared expenses for a private aircraft between the parties(or their respective affiliates),

 

**Whereas**the Aircraft Reimbursement Agreement was amended from time to time, by a courseof dealing between the parties, including an amendment in 1999 to substitutethe “Aircraft” (as defined under the Aircraft Reimbursement Agreement) andextend the term of the Aircraft Reimbursement Agreement for an additional 10years (the Aircraft Reimbursement Agreement, as amended, being referred tohereafter as the “ARA”),

 

**Whereas**FICC seeks to terminate all of its future obligations under the ARA, and

 

**Whereas**TRC Realty has agreed to terminate the ARA pursuant to the terms and conditionsset forth in this Agreement.

 

**Now Therefore**the parties agree as follows:

 

1.               FICC agrees to pay TRC Realty the sum of$868,440 (the “Termination Payment”) contemporaneous with the full execution ofthis Agreement, it being understood that such events shall occur on or beforethe Termination Date.

 

2.               In consideration of the TerminationPayment by FICC, TRC Realty hereby agrees to terminate the ARA as of theTermination Date. The parties agree that such Termination Payment shallextinguish any obligations by FICC under the ARA to pay any monies or performany actions on and after the Termination Date, excluding FICC’s obligationspursuant to Section 3 of this Agreement.

 

3.               The parties agree to perform theirrespective obligations under the ARA arising prior to the Termination Date,including without limitation FICC’s payment of its reimbursement obligations,as adjusted for any credits including pre-paid expenses such as aviationinsurance, all of the foregoing items to be pro rated as of the TerminationDate.

 

4.               TRCRealty and FICC hereby remise, release and forever discharge each other, theirofficers, directors, employees, representatives or assigns, of and from alldebts, demands, actions, causes of actions, suits, accounts, covenants,contracts, agreements, demands, and any and all claims, demands andliabilities, whatsoever of every name and nature, both in law and equity, whichsuch parties now have or ever had arising under the ARA.  Notwithstanding the forgoing provisions ofthis Section 4, the parties’ rights to enforce

 

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the terms of this Agreement shall survive the Termination Date. Each party warrants that it has not assignedany of the claims hereby released to any third party.

 

5.               Allterms and provisions of this Agreement shall be binding upon and shall inure tothe benefit of the parties hereto and their respective successors and assigns.

 

 

AGREED AND CONSENTED TO:

 

Friendly Ice Cream Corporation

 

 
| By:            |  /s/ Aaron B. Parker    |   |
|----------------|------------------------------|--------|
|           | Aaron B. Parker              |   |
|           |
|           |
| TRC Realty LLC |
|           |
|           |
| By:            |  /s/ Michael P. Donahoe |   |
|           | Michael P. Donahoe           |   |
|                |                              |        |  |

 

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**EXHIBITA**

 

 

Aircraft Reimbursement Agreement between theCompany and TRC Realty Co.

 

(Incorporated by reference to Exhibit 10.11 to the Registrant’s AnnualReporton Form 10-K for the fiscal year ended December 27, 1998, File No. 0-3930).

 

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