EXECUTION COPY LIMITED WAIVER TO REVOLVING CREDIT AGREEMENT

Exhibit 4.7

EXECUTION COPY

LIMITED WAIVER
TO REVOLVING CREDIT AGREEMENT

        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.

        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 supplemented, modified, or amended and restated, the " Revolving Credit Agreement ");

        WHEREAS, the Borrower has requested that the Required Lenders waive the application of certain requirements contained in the Revolving Credit Agreement; and

        WHEREAS, pursuant to the terms, subject to the conditions and in reliance on the representations and warranties contained in this Limited Waiver, the undersigned Required Lenders are prepared to waive the application of certain requirements contained in the Revolving Credit Agreement;

        NOW THEREFORE, in consideration of the premises and the mutual covenants contained in this Limited Waiver, the Borrower, the Administrative Agent and the undersigned Required Lenders hereby agree as follows.

        SECTION 1. Limited Waiver     

        (a)   The Borrower permitted the Interest Coverage Ratio to be less than 2.20:1.00 for the Third Fiscal Quarter of 2004 which constitutes a breach of Section 10.1 of the Revolving Credit Agreement and an Event of Default pursuant to Section 13.1(c) of the Revolving Credit Agreement (the " Interest Coverage Default "). The Required Lenders hereby waive the Interest Coverage Default, provided that such waiver shall only be effective to the extent the Interest Coverage Ratio for the Third Fiscal Quarter of 2004 is not less than 2.08:1.00.

        (b)   The Borrower permitted Consolidated EBITDA to be less than $52,000,000 for the Reference Period ending during the Third Fiscal Quarter of 2004, which constitutes a breach of Section 10.3(a) of the Revolving Credit Agreement and an Event of Default pursuant to Section 13.1(c) of the Revolving Credit Agreement (the " EBITDA Default "). The Required Lenders hereby waive the EBITDA Default, provided that such waiver shall only be effective to the extent that Consolidated EBITDA for the Third Fiscal Quarter of 2004 is not less than $47,468,000 for such fiscal quarter.

        (c)   The Borrower permitted the Leverage Ratio to exceed 4.75:1.00 for the Third Fiscal Quarter of 2004, which constitutes a breach of Section 10.4 of the Revolving Credit Agreement and an Event of Default pursuant to Section 13.1(c) of the Revolving Credit Agreement (the " Leverage Ratio Default "). The Required Lenders hereby waive the Leverage Ratio Default, provided that such waiver shall only be effective to the extent the Leverage Ratio for the Third Fiscal Quarter of 2004 does not exceed 5.13:1.00 for such fiscal