[EXECUTION COPY] CONSENT AND AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT

Exhibit 4.5

[EXECUTION COPY]

CONSENT AND AMENDMENT NO. 3
TO REVOLVING CREDIT AGREEMENT

        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.

        WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Revolving Credit Agreement, dated as of December 17, 2001 (as heretofore amended or otherwise amended, modified, or amended and restated and in effect immediately prior to the date hereof, the "Revolving Credit Agreement"; the Revolving Credit Agreement as further amended by this Consent and Amendment, the "Amended Revolving Credit Agreement ");

        WHEREAS, the Borrower has requested that the Required Lenders (a) grant certain consents under the Revolving Credit Agreement in connection with the sale by the Borrower of certain restaurant locations and the application of the proceeds from such sales, (b) amend the Revolving Credit Agreement to increase the amount of permitted Capital Expenditures, (c) amend the Revolving Credit Agreement to permit the Borrower to repurchase certain of the Indebtedness outstanding under the Senior Note Indenture, and (d) agree to certain other amendments to the Revolving Credit Agreement, in each case as set forth herein;

        WHEREAS, pursuant to the terms, subject to the conditions and in reliance on the representations and warranties contained in this Consent and Amendment, the undersigned Lenders are prepared to (a) grant certain consents under the Revolving Credit Agreement in connection with the sale by the Borrower of certain restaurant locations and the application of the proceeds from such sales, (b) amend the Revolving Credit Agreement to increase the amount of permitted Capital Expenditures, (c) amend the Revolving Credit Agreement to permit the Borrower to repurchase certain of the Indebtedness outstanding under the Senior Note Indenture and (d) agree to certain other amendments to the Revolving Credit Agreement, in each case as set forth herein;

        NOW THEREFORE, in consideration of the premises and the mutual covenants contained in this Consent and Amendment, the Borrower, the Administrative Agent and the undersigned Required Lenders hereby agree as follows:

        SECTION 1. Limited Consent.     

         1.1.   Subject to the conditions contained in this Consent and Amendment, the Lenders hereby consent, solely with respect (1) to the sale of the Real Estate identified as the Florida Locations on Exhibit A attached hereto and (ii) to the sale of the franchises, personal property and other assets in connection with the Real Estate identified as the Ohio Locations on Exhibit A attached hereto (each of the Florida Locations and the Ohio Locations shall hereinafter be referred to as a " Sale Property " and, collectively, the " Sale Properties "), to the sale of the Sale Properties so long as such sales are completed no later than March 31, 2004. Immediately upon the Borrower's receipt of proceeds from the sale of any Sale Property (the " Sale Proceeds "), and notwithstanding any provision of the Revolving Credit Agreement to the contrary, the Borrower shall pay such Sale Proceeds to the Administrative Agent for the respective accounts of the Lenders for application to all amounts outstanding under the Revolving Credit Loans. The Sale Proceeds remaining after application to the Revolving Credit Loans, if any, shall be used by the Borrower to repurchase Indebtedness outstanding under the Senior Note

Indenture (each such repurchase shall hereinafter be referred to as a " Senior Note Repurchase "), so long as each of the following conditions are satisfied:

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

         (b)    immediately after a Senior Note Repurchase, the Borrower shall have available to it cash and Cash Equivalents in an aggregate amount not less than $11,000,000;

         (c)    for a period of ninety days prior to a Proceeds Repurchase, the average daily amount of outstanding Loans for such period shall not exceed an amount equal to $5,000,000; and

         (d)    the repurchase of the Indebtedness outstanding under the Senior Note Indenture by the Borrower shall be at or below 103.5% of par.

Notwithstanding anything to the contrary contained in the Amended Revolving Credit Agreement, for the purposes of this Section 1.1, the Sale Proceeds shall mean the net cash proceeds received by the Borrower in respect of a sale of any of the Sale Properties, less the sum of (1) all reasonable out-of-pocket fees, commissions and other reasonable and customary direct expenses actually incurred in connection with such sale, including the amount of any taxes required to be paid by the Borrower in connection with such sale and (2) amounts to be provided by the Borrower as a reserve against any liabilities associated with the property sold or disposed of in such sale and retained by the Borrower after such 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 sale; provided, that (x) the Borrower shall notify the Administrative Agent on or prior to the date of such sale of the amount of such reserve, and (y) the amount of such reserve shall be reasonably acceptable to the Administrative Agent.

         1.2.   The Required Lenders hereby agree that any gains or losses the Borrower incurs as a result of the sale of the Sale Properties (and from the corresponding receipt and application of the Sale Proceeds) shall be excluded from the calculation of Excess Cash Flow and each covenant contained in Article 10 of the Amended Revolving Credit Agreement.

         1.3.   The Required Lenders hereby consent to the release, and agree to instruct the Administrative Agent to so release any security interest, lien or other claim the Lenders may have to or in each of the Sale Properties to the extent such security interest or lien is in or against personal or real property permitted to be sold pursuant to Section 1.1 of this Consent and Amendment, in each case promptly upon written notice from the Borrower to the Administrative Agent of the sale, disposition or other transfer thereof, which written notice shall include evidence of such sale, disposition or other transfer to the Administrative Agent's reasonable satisfaction.

         1.4.   In the event that Borrower is unable to use all or a portion of the Sale Proceeds to repurchase the Indebtedness outstanding under the Senior Note Indenture, the amount of cash and Cash Equivalents required to be available to Borrower pursuant to Section 1.1(b) shall be increased by the amount of such unused Sale Proceeds.

        SECTION 2. Amendment to Revolving Credit Agreement.     

         2.1.   Amendment to Schedules.

•          (a)    Schedule l (b)&nb