0001047469-05-005344 Sample Contracts

AGREEMENT
Employment Agreement • March 4th, 2005 • Friendly Ice Cream Corp • Retail-eating places • Massachusetts

This Agreement made as of the 19th day of October, 2004, by and between Friendly Ice Cream Corporation, a Massachusetts corporation (the "Company"), and ("Employee").

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LIMITED WAIVER TO REVOLVING CREDIT AGREEMENT
Limited Waiver to Revolving Credit Agreement • March 4th, 2005 • Friendly Ice Cream Corp • Retail-eating places • Massachusetts

This LIMITED WAIVER TO REVOLVING CREDIT AGREEMENT (this "Limited Waiver") is dated as of October 19, 2004, by and among (a) FRIENDLY ICE CREAM CORPORATION, a Massachusetts corporation (the "Borrower"), (b) the undersigned Required Lenders and (c) BANK OF AMERICA N.A. (as successor in interest to Fleet National Bank), as administrative agent for the Lenders party to the Revolving Credit Agreement (as hereinafter defined) (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined in this Limited Waiver shall have the meanings assigned to such terms in the Revolving Credit Agreement.

CONSENT AND AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 4th, 2005 • Friendly Ice Cream Corp • Retail-eating places • Massachusetts

This CONSENT AND AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT (this "Consent and Amendment") is dated as of January 16, 2004, by and among (a) FRIENDLY ICE CREAM CORPORATION, a Massachusetts corporation (the "Borrower"), (b) the undersigned Required Lenders and (c) FLEET NATIONAL BANK, as administrative agent for the Lenders a party to the Revolving Credit Agreement (as hereinafter defined) (in such capacity, the "Administrative Agent"). Capitalized terms as used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Revolving Credit Agreement.

LIMITED WAIVER TO REVOLVING CREDIT AGREEMENT
Limited Waiver to Revolving Credit Agreement • March 4th, 2005 • Friendly Ice Cream Corp • Retail-eating places • Massachusetts

This LIMITED WAIVER TO REVOLVING CREDIT AGREEMENT (this "Limited Waiver") is dated as of July 3, 2003, by and among (a) FRIENDLY ICE CREAM CORPORATION, a Massachusetts corporation (the "Borrower"), (b) the undersigned Required Lenders and (c) FLEET NATIONAL BANK, as administrative agent for the Lenders a party to the Revolving Credit Agreement (as hereinafter defined) (in such capacity, the "Administrative Agent"). Capitalized terms as used and not otherwise defined in this Limited Waiver shall have the meanings assigned to such terms in the Revolving Credit Agreement.

STOCK OPTION AWARD AGREEMENT FRIENDLY ICE CREAM CORPORATION 1997 STOCK OPTION PLAN
Stock Option Award Agreement • March 4th, 2005 • Friendly Ice Cream Corp • Retail-eating places

THIS AGREEMENT, dated as of the day of , 2005 (the "Grant Date") and entered into by and between Friendly Ice Cream Corporation (the "Company") and (the "Participant").

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