**Exhibit 4.10**

**AMENDMENTNUMBER ONE TO AMENDED AND RESTATEDREVOLVING CREDIT AGREEMENT**

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

**WI T N E S S E T H**

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

WHEREAS, Borrower has requested that the Lender Groupagree to amend the Credit Agreement in accordance with the provisions of thisAmendment;

WHEREAS, subject to the terms and conditions set forthin this Amendment, the Lender Group is willing to so amend the CreditAgreement; and

WHEREAS, Borrower hasadvised the Lender Group that the Borrower has failed to comply with thecovenant set forth in Section 8.20 of the Credit Agreement, as morefully set forth in Section 3 of this Amendment, and, subject to theterms and conditions set forth herein, the Lender Group is willing to waivesuch Event of Default.

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

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

2.             **AMENDMENTS TO CREDIT AGREEMENT**.

(a)           Section1.1 of the Credit Agreement is hereby amended by amending and restating thefollowing defined terms in their entirety as follows:

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

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below with respect to the Leverage Ratio, asdetermined for the Reference Period of the Borrower and its Subsidiaries endingon the fiscal quarter ended immediately prior to the applicable Rate AdjustmentPeriod.
| **Level** | ** ** | **Leverage Ratio**                                      | ** ** | **Base Rate  Loans** | ** ** | **Eurodollar  Rate Loans** | ** ** | **Letter of  Credit Fees** | ** ** | **Commitment  Fee** |
|-----------|------------|--------------------------------------------------------------|------------|---------------------------|------------|---------------------------------|------------|--------------------------------------|------------|---------------------|
| I         |       | Greater than or equal to 5.00:1.00                           |       | 2.00%                     |       | 4.00%                           |       | 4.00%                                |       | 0.75%               |
| II        |       | Less than 5.00:1.00, but greater than or equal to  4.00:1.00 |       | 1.75%                     |       | 3.75%                           |       | 3.75%                                |       | 0.75%               |
| III       |       | Less than 4.00:1.00, but greater than or equal to  3.50:1.00 |       | 1.50%                     |       | 3.50%                           |       | 3.50%                                |       | 0.75%               |
| IV        |       | Less than 3.50:1.00                                          |       | 1.00%                     |       | 3.00%                           |       | 3.00%                                |       | 0.75%               |

 

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

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

(b)           Section1.1 of the Credit Agreement is hereby amended by deleting the definitionsof “Fourth Amendment Effective Date”, “Interest Coverage Ratio”, “PermittedUnits”, and “Permitted Unit Sales” appearing therein, in their entirety.

(c)           Thedefinition of “Change of Control” appearing in Section 1.1 of the CreditAgreement is hereby amended by deleting the reference to “30%” appearingtherein, and replacing it with the figure “50%”.

(d)           Thedefinition of “Consolidated EBITDA” appearing in Section 1.1 of theCredit Agreement is hereby amended by deleting all references to the text “fiscalperiod” and “period” appearing therein, and in each case replacing them withthe text “Reference Period”.

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

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

(f)            Thedefinition of “Excluded Properties” appearing in Section 1.1 of theCredit Agreement is hereby amended by deleting the text “(iii) PermittedUnits and (iv)” appearing therein, and replacing it with the text “and, (iii)”.

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

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

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

(j)            Thedefinition of “Permitted Asset Sales” appearing in Section 1.1 of theCredit Agreement is hereby amended by deleting the reference to “(other thanassets sold pursuant to Permitted Unit Sales)” appearing therein, in itsentirety.

(k)           Section2.2 of the Credit Agreement is hereby amended by deleting all references tothe text “quarter” appearing therein, and in each case replacing them with thetext “month”, and Section 2.2 is hereby further amended by deleting thetext “quarterly” appearing therein, and replacing it with the text “monthly”.

(l)            Section3.2(b)(i) of the Credit Agreement is hereby amended by deleting the text “or(D) Permitted Unit Sales” appearing therein, and Section 3.2(b)(i)is hereby further amended by adding the text “or” immediately before the text “(C)Excess Properties Sales”.

(m)          Section3.2(c) of the Credit Agreement is hereby amended by deleting the text “asof June 15 of each such calendar year (or the next Business Day, if, inany year, June 15 is not a Business Day) and” appearing therein, in itsentirety.

(n)           Section8.4(i) of the Credit Agreement is hereby amended by deleting the text, “concurrentlywith the financial statements delivered pursuant to clause (c) hereof,account receivable agings reports” appearing therein, and replacing them withthe text “[Intentionally Omitted].”

(o)           Section8.20 of the Credit Agreement is hereby amended by deleting the text “Within30 days after the Closing Date” appearing therein, and replacing them with thetext “On or before August 31, 2006”.

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(p)           Section9.1(c) of the Credit Agreement is hereby amended and restated in itsentirety as follows:

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

(q)           Section9.5.2(b) of the Credit Agreement is hereby amended by deleting the text, “PermittedUnit Sales” appearing therein, and replacing it with the text, “[IntentionallyOmitted].”

(r)            Section9.13 of the Credit Agreement is hereby amended by deleting the text, “(assuch Schedule shall be updated pursuant to §8.4(i))” appearing therein.

(s)           Section10.1 of the Credit Agreement is hereby amended and restated in its entiretyby deleting the text and chart appearing therein, and replacing them with thetext, “[Intentionally Omitted].”

(t)            Section10.2 of the Credit Agreement is hereby amended by deleting the chartappearing therein and replacing it with the following chart:

| “Fiscal Year | ** ** | **Capital Expenditures** |
|-------------------|------------|--------------------------|
| 2004              |       | $23,500,000              |
| 2005              |       | $23,500,000              |
| 2006              |       | $24,000,000              |
| 2007              |       | $26,000,000              |
| 2008              |       | $27,000,000              |
| 2009              |       | $28,000,000              |
| 2010              |       | $29,000,000”        |

 

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(u)           Section10.2 of the Credit Agreement is hereby amended by deleting the text “forthe 2006 fiscal year” appearing therein, and replacing it with the text “forthe 2007 fiscal year”.

(v)           Section10.3 of the Credit Agreement is hereby amended by deleting the chartappearing therein and replacing it with the following chart:

| “Period                  | ** ** | **Amount**        |
|-------------------------------|------------|-------------------|
| Fourth Fiscal Quarter of 2005 |       | $42,000,000       |
| First Fiscal Quarter of 2006  |       | $38,800,000       |
| Second Fiscal Quarter of 2006 |       | $40,500,000       |
| Third Fiscal Quarter of 2006  |       | $40,500,000       |
| Fourth Fiscal Quarter of 2006 |       | $40,500,000       |
| First Fiscal Quarter of 2007  |       | $40,500,000       |
| Second Fiscal Quarter of 2007 |       | $40,500,000       |
| Third Fiscal Quarter of 2007  |       | $40,500,000       |
| Fourth Fiscal Quarter of 2007 |       | $40,500,000       |
| First Fiscal Quarter of 2008  |       | $41,500,000       |
| Second Fiscal Quarter of 2008 |       | $43,000,000       |
| Third Fiscal Quarter of 2008  |       | $43,000,000       |
| Fourth Fiscal Quarter of 2008 |       | $43,000,000       |
| First Fiscal Quarter of 2009  |       | $44,000,000       |
| Second Fiscal Quarter of 2009 |       | $45,000,000       |
| Third Fiscal Quarter of 2009  |       | $46,000,000       |
| Fourth Fiscal Quarter of 2009 |       | $47,000,000       |
| First Fiscal Quarter of 2010  |       | $48,000,000       |
| Second Fiscal Quarter of 2010 |       | $49,000,000” |

 

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(w)          Section10.4 of the Credit Agreement is hereby amended by deleting the chartappearing therein and replacing it with the following chart:

| “Period                  | ** ** | **Ratio**       |
|-------------------------------|------------|-----------------|
| Fourth Fiscal Quarter of 2005 |       | 5.80:1.00       |
| First Fiscal Quarter of 2006  |       | 6.35:1.00       |
| Second Fiscal Quarter of 2006 |       | 5.95:1.00       |
| Third Fiscal Quarter of 2006  |       | 5.85:1.00       |
| Fourth Fiscal Quarter of 2006 |       | 5.75:1.00       |
| First Fiscal Quarter of 2007  |       | 5.95:1.00       |
| Second Fiscal Quarter of 2007 |       | 5.95:1.00       |
| Third Fiscal Quarter of 2007  |       | 5.80:1.00       |
| Fourth Fiscal Quarter of 2007 |       | 5.80:1.00       |
| First Fiscal Quarter of 2008  |       | 5.70:1.00       |
| Second Fiscal Quarter of 2008 |       | 5.50:1.00       |
| Third Fiscal Quarter of 2008  |       | 5.40:1.00       |
| Fourth Fiscal Quarter of 2008 |       | 5.30:1.00       |
| First Fiscal Quarter of 2009  |       | 5.20:1.00       |
| Second Fiscal Quarter of 2009 |       | 5.00:1.00       |
| Third Fiscal Quarter of 2009  |       | 4.90:1.00       |
| Fourth Fiscal Quarter of 2009 |       | 4.90:1.00       |
| First Fiscal Quarter of 2010  |       | 4.80:1.00       |
| Second Fiscal Quarter of 2010 |       | 4.80:1.00” |

 

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(x)            Section10.6 of the Credit Agreement is hereby amended and restated in its entiretyas follows:

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

| Period                        | ** ** | **Ratio**       |
|-------------------------------|------------|-----------------|
| Fourth Fiscal Quarter of 2005 |       | 1.05:1.00       |
| First Fiscal Quarter of 2006  |       | 1.05:1.00       |
| Second Fiscal Quarter of 2006 |       | 1.05:1.00       |
| Third Fiscal Quarter of 2006  |       | 1.05:1.00       |
| Fourth Fiscal Quarter of 2006 |       | 1.05:1.00       |
| First Fiscal Quarter of 2007  |       | 1.00:1.00       |
| Second Fiscal Quarter of 2007 |       | 1.00:1.00       |
| Third Fiscal Quarter of 2007  |       | 1.00:1.00       |
| Fourth Fiscal Quarter of 2007 |       | 1.00:1.00       |
| First Fiscal Quarter of 2008  |       | 1.00:1.00       |
| Second Fiscal Quarter of 2008 |       | 1.05:1.00       |
| Third Fiscal Quarter of 2008  |       | 1.05:1.00       |
| Fourth Fiscal Quarter of 2008 |       | 1.05:1.00       |
| First Fiscal Quarter of 2009  |       | 1.05:1.00       |
| Second Fiscal Quarter of 2009 |       | 1.05:1.00       |
| Third Fiscal Quarter of 2009  |       | 1.10:1.00       |
| Fourth Fiscal Quarter of 2009 |       | 1.10:1.00       |
| First Fiscal Quarter of 2010  |       | 1.10:1.00       |
| Second Fiscal Quarter of 2010 |       | 1.10:1.00” |

 

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(y)           Schedule1(f) of the Credit Agreement is hereby deleted in its entirety.

3.             **DEFAULT****. **Borrower has informedthe Lender Group that the Borrower has failed to obtain, within the time period set forth therein,such Concentration Account Agreements, Agency Account Agreements, and ControlAgreements with respect to the Deposit Accounts and securities accounts ofBorrower and the Guarantors as Administrative Agent shall reasonably requirepursuant to Section 8.20 of the Credit Agreement (the “DesignatedEvent of Default”).

4.             **WAIVER****. **Anything in theCredit Agreement to the contrary notwithstanding, and subject to thesatisfaction by the Borrower of the conditions precedent set forth in Section5 hereof and the effectiveness of the amendments in Section 2, theLender Group hereby waives the Designated Event of Default; provided, however,that failure by the Borrower to comply with Section 8.20 of the CreditAgreement as amended by this Amendment, by the date specified in such Section8.20 as so amended, shall constitute an immediate Event of Default.

5.             **CONDITIONS PRECEDENT TO THIS AMENDMENT**.  The satisfaction of each of the followingshall constitute conditions precedent to the effectiveness of this Amendmentand each and every provision hereof:

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

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

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

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

(e)           Administrative Agent shall havereceived that certain Amendment to Amended and Restated Fee Letter, datedconcurrently herewith, in form and substance satisfactory to AdministrativeAgent, duly executed and delivered by the Borrower, and the same shall be infull force and effect:

(f)            After giving effect to thisAmendment, the representations and warranties in this Amendment, the CreditAgreement, and the other Loan Documents shall be true and correct in allrespects on and as of the date hereof, as though made on such date (except tothe extent that such representations and warranties relate solely to an earlierdate);

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

(h)           No injunction, writ, restrainingorder, or other order of any nature prohibiting, directly or indirectly, theconsummation of the transactions contemplated herein shall have been issued andremain in force by any Governmental Authority against the Borrower, anyGuarantor, or any member of the Lender Group.

6.             **REPRESENTATIONS AND WARRANTIES**.  Borrower hereby represents and warrants tothe Lender Group as follows:

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

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

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

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

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

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

(f)            No injunction, writ, restrainingorder, or other order of any nature prohibiting, directly or indirectly, theconsummation of the transactions contemplated herein has been issued andremains in force by any Governmental Authority against the Borrower, anyGuarantor, or any member of the Lender Group;

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

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

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

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

8.             **ENTIRE AMENDMENT; EFFECT OF AMENDMENT**.  This Amendment, and terms and provisionshereof, constitute the entire agreement among the parties pertaining to thesubject matter hereof and supersedes any and all prior or contemporaneousamendments relating to the subject matter hereof. Except for the amendments tothe Credit Agreement expressly set forth in Section 2 hereof, the CreditAgreement and other Loan Documents shall remain unchanged and in full force andeffect. The execution, delivery, and performance of this Amendment shall notoperate as a waiver of or, except as expressly set forth herein, as an amendmentof, any right, power, or remedy of the Lender Group as in effect prior to thedate hereof.  The amendments set  

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forth herein are limited to the specifics hereof,shall not apply with respect to any facts or occurrences other than those onwhich the same are based, and except as expressly set forth herein, shallneither excuse any future non-compliance with the Credit Agreement, nor shalloperate as a waiver of any Default or Event of Default.  To the extent any terms or provisions of thisAmendment conflict with those of the Credit Agreement or other Loan Documents,the terms and provisions of this Amendment shall control.  This Amendment is a Loan Document.

9.             **COUNTERPARTS; TELEFACSIMILE EXECUTION**.  This Amendment may be executed in any numberof counterparts, all of which taken together shall constitute one and the sameinstrument and any of the parties hereto may execute this Amendment by signingany such counterpart.  Delivery of anexecuted counterpart of this Amendment by telefacsimile or electronic mailshall be equally as effective as delivery of an original executed counterpartof this Amendment.  Any party deliveringan executed counterpart of this Amendment by telefacsimile or electronic mailalso shall deliver an original executed counterpart of this Amendment, but thefailure to deliver an original executed counterpart shall not affect thevalidity, enforceability, and binding effect of this Amendment.

10.           **MISCELLANEOUS**.

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

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

[signature pagefollows]

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IN WITNESS WHEREOF, the parties have caused thisAmendment to be executed and delivered as of the date first written above.
|            | **FRIENDLY ICE CREAM CORPORATION** |
|------------|------------------------------------|
| ** ** | ** **                         |
|       | By:                                | /s/ PAUL V. HOAGLAND |
|       | Name:                              | Paul V. Hoagland |
|       | Title:                             | Executive Vice President  of Administration and  Chief Financial Officer |

 

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|            | **WELLS FARGO FOOTHILL, INC.,**         |
|------------|-----------------------------------------|
|       | as Administrative Agent and as a Lender |
|       |                                    |
|       | By:                                     | /s/ ILENE SILBERMAN |
|       | Name:                                   | Ilene Silberman |
|       | Title:                                  | Vice President |
|       |                                    |
|       |                                    |
| ** ** | **TD BANKNORTH, N.A.,**                 |
|       | as a Lender                             |
|       |                                    |
|       | By:                                     | /s/ MARIA GONCALVES |
|       | Name:                                   | Maria Goncalves |
|       | Title:                                  | Senior Vice President |

 

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**ExhibitA**

**REAFFIRMATIONAND CONSENT**

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

[signature pagefollows]

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IN WITNESS WHEREOF, the undersigned have each causedthis Reaffirmation and Consent to be executed as of the date of the Amendment.
|            | **FRIENDLY’S RESTAURANTS FRANCHISE, INC.** |
|------------|-------------------------------------------------|
| ** ** | ** **                                      |
|       | By:                                             | /s/ PAUL V. HOAGLAND |
|       | Name:                                           | Paul V. Hoagland |
|       | Title:                                          | Executive Vice President of  Administration and Chief Financial Officer |

 
|            | **FRIENDLY’S INTERNATIONAL, INC.** |
|------------|-----------------------------------------|
| ** ** | ** **                              |
|       | By:                                     | /s/ PAUL V. HOAGLAND |
|       | Name:                                   | Paul V. Hoagland |
|       | Title:                                  | Executive Vice President of  Administration and Chief Financial Officer |

 

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