LIMITED WAIVER TO REVOLVING CREDIT AGREEMENT

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Exhibit 4.4

EXECUTION COPY

LIMITED WAIVER
TO REVOLVING CREDIT AGREEMENT

        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.

        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, the " Revolving Credit Agreement ");

        WHEREAS, the Borrower has requested that the Required Lenders (a) allow the Borrower to repurchase certain of the bonds that were issued in connection with the Senior Note Indenture (as defined in the Revolving Credit Agreement) in an amount up to $3,000,000 and (b) waive the application of certain requirements contained in the Revolving Credit Agreement in order to allow the acquisition and/or development by the Borrower of a new restaurant location; 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 (a) allow the Borrower to repurchase certain of the bonds that were issued in connection with the Senior Note Indenture (as defined in the Revolving Credit Agreement) in an amount up to $3,000,000 and (b) waive the application of certain requirements contained in the Revolving Credit Agreement in order to allow the acquisition and/or development by the Borrower of a new restaurant location;

        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 Required Lenders hereby waive (i) the application of clause (g) of the definition of "Permitted Excess Cash Flow Prepayments" in Section 1.1 of the Revolving Credit Agreement, solely as it applies to the Borrower's repurchase of certain of the bonds that were issued in connection with the Senior Note Indenture in an amount up to $3,000,000 on or before July 31, 2003 (the " Bond Repurchase "), and (ii) any requirement under the Revolving Credit Agreement that the Bond Repurchase be characterized as a Capital Expenditure or used in any way in the calculation of Excess Cash Flow, Fixed Charge Coverage Ratio or any other calculation involving Permitted Excess Cash Flow Prepayments. The Borrower hereby agrees that the Bond Repurchase shall be at or below One Hundred and Three Percent (103%) of par and that, notwithstanding the foregoing, clauses (a) through (f) of the definition of "Permitted Excess Cash Flow Prepayments" shall apply to the Bond Repurchase.

        (b)   The Required Lenders hereby waive, solely with respect to the acquisition of and/or development by the Borrower of that certain restaurant location at Bunker Hill Mall, 5 Austin Street, Unit E-107, Charlestown, Massachusetts 02129 (the " Charlestown Acquisition "), the