EXHIBIT 10.2

CONFORMED COPY

FOURTH AMENDMENT, WAIVER AND CONSENT

FOURTH AMENDMENT, WAIVER AND CONSENT, dated as of April 26, 1994
(this "Amendment"), among FLAGSTAR CORPORATION, a Delaware corporation formerly

known as TW Services, Inc. ("Flagstar"), TWS FUNDING, INC., a Delaware

corporation ("Funding"), and each financial institution executing this Amendment

as a "Lender" (each, a "Lender").

PRELIMINARY STATEMENTS:

1. Flagstar, Funding, the Lenders and the Co-Agents and Managing

Agent referred to therein have entered into a Credit Agreement dated as of

October 26, 1992 (as amended to date, the "Credit Agreement"; the terms defined

therein being used herein as therein defined unless otherwise
defined herein).

2. Canteen Holdings, Inc. ("Canteen") proposes to sell its Food

and Vending Business by (a) transferring certain of the assets of Canteen

Management Services, Inc. related solely to the Food and Vending Business to

certain other members of the Canteen Significant Subsidiary Group in
accordance with the terms of Section 5.01(k) of the Credit Agreement and (b)

selling its direct and indirect Subsidiaries listed on Schedule A hereto (the

"Subject Subsidiaries") pursuant to a Stock Purchase Agreement proposed to be

entered into on April 26, 1994 (the "Purchase Agreement") (the "Sale

Transaction"). As a condition to the execution of the Purchase Agreement,

Canteen is required to obtain the waiver and consent of the Required Lenders

to permit the consummation of the Sale Transaction, to release the Lien on

certain Collateral under the Collateral Documents and to release
the Subject Subsidiaries as Loan Parties under the Loan Documents.

3. In addition, the Borrowers have requested, and the Lenders have

agreed, that the Credit Agreement be amended, among other things, to adjust

certain of the financial covenants.

4. The Lenders have expressed their willingness to grant

Flagstar's request to grant the requisite waivers and consents to permit

the consummation of the Sale Transaction and
to amend the Credit Agreement on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and of the mutual

covenants and agreements contained herein, the parties hereto hereby agree

as follows:

SECTION 1. Waiver and Consent. (a) Effective on the date of the

closing of the Sale Transaction, the Lenders hereby (i) waive the requirements

of Section 25(a)(x) and (y) of the Security Agreement and release the

Collateral of the Subject Subsidiaries including, without limitation, the
Collateral listed on Schedule B hereto, from the Lien of the Security Agreement,

(ii) waive the requirements of Section 15(b)(x) and (y) of the Trademark

Security Agreement and release the Trademark Collateral of the Subject

Subsidiaries, including, without limitation, the Trademark Collateral listed

on Schedule B hereto, from the Lien of the Trademark Security Agreement, (iii)
release the Subject Subsidiaries from all of their obligations to the Lenders

under the Loan Documents, including, without limitation, their obligations,

as Guarantors under the Guaranty, as Grantors under the Security Agreement

and as Grantors under the Trademark Security Agreement and (iv) waive the

requirements of Section 5.02(e) of the Credit Agreement and consent to the Sale
Transaction.

(b) In furtherance of the foregoing, the Lenders hereby direct the

Managing Agent to execute and deliver to Flagstar on the date hereof a Lender

Consent and Waiver in the form attached hereto as Exhibit A and hereby

authorize the Managing Agent to execute and deliver such UCC-3 termination

statements and other documents as may be requested by Flagstar to evidence

the releases and consents set forth in paragraph (a) above on the date of the
closing of the Sale Transaction and upon the satisfaction of the following
conditions: (i) the Managing Agent shall have received not less than
$430,000,000 for application to the reduction of Commitments under the
Credit Agreement, (ii) Flagstar shall have returned to the Issuing Banks
for cancellation, or shall have made other arrangements satisfactory to
the requisite Lenders in respect of, the Letters of Credit listed on
Schedule C hereto, which Letters of Credit were issued in support of
obligations of the Subject Subsidiaries and (iii) the Sale Transaction
shall have closed on terms that impose no liabilities on Flagstar and
its Subsidiaries other than those set forth on Schedule D hereto and other
liabilities satisfactory to the requisite Lenders.

SECTION 2. Amendment of Certain Financial Covenants. The Credit

Agreement is, effective as of the date hereof and subject to the satisfaction

of the conditions precedent set forth in Section 3 hereof, hereby amended

as follows:

(a) Section 5.04(a) is amended in full to read as follows:

(a) Total Debt to EBITDA. Permit the ratio of (i) Adjusted Total

Debt outstanding on the last day of any fiscal quarter to (ii) EBITDA of

Flagstar and its Subsidiaries on a Consolidated basis for the Rolling

Period then ended to be more than the amount for such Rolling Period

set forth below:

Rolling Periods Ending Ratio
On or after March 31, 1994 and
on or prior to September 30, 1995 5.70:1.00

On or after December 31, 1995 and
on or prior to September 30, 1996 5.45:1.00

On or after December 31, 1996 and
on or prior to September 30, 1997 5.30:1.00

On or after December 31, 1997 and
on or prior to September 30, 1998 4.75:1.00

On or after December 31, 1998 and
on or prior to September 30, 1999 4.30:1.00

On or after December 31, 1999 4.00:1.00

(b) Section 5.04(b) is amended in full to read as follows:

(b) Senior Debt to EBITDA. Permit the ratio of (i) Adjusted

Senior Debt outstanding on the last day of any fiscal quarter to

(ii) EBITDA of Flagstar and its Subsidiaries on a Consolidated basis

for the Rolling Period then ended to be more than the amount for

such Rolling Period set forth below:

Rolling Periods Ending Ratio
On or after March 31, 1994 and
on or prior to September 30, 1995 3.50:1.00

On or after December 31, 1995 and
on or prior to September 30, 1996 3.30:1.00

On or after December 31, 1996 and
on or prior to September 30, 1997 3.15:1.00

On or after December 31, 1997 and
on or prior to September 30, 1998 2.75:1.00

On or after December 31, 1998 and
on or prior to September 30, 1999 2.75:1.00

On or after December 31, 1999 2.50:1.00

SECTION 3. Conditions of Effectiveness. This Amendment shall

become effective when, and only when (a) the Managing Agent shall have

received counterparts of this Amendment executed by Flagstar, Funding and

the Required Lenders or, as to any of the Lenders, advice satisfactory to

the Managing Agent that such Lenders have executed this Amendment, (b) the
Managing Agent shall have received the Consent attached hereto, signed by

each Subsidiary of Flagstar, (c) the Managing Agent shall have received a

certificate of a duly authorized officer of Flagstar to the effect that

each of the representations and warranties set forth in Section 4 hereof shall
be true and no event shall have occurred and be continuing that, immediately

prior to the effectiveness hereof, constituted a Default and (d) Flagstar

shall have paid to the Managing Agent in accordance with Section 2.10 of

the Credit Agreement and for the account of each Lender that has executed
this Amendment on or before April 22, 1994, an amendment fee equal to 0.1%
of the aggregate amount of such Lender's Commitments (other than the Letter
of Credit Commitments).

SECTION 4. Representations and Warranties. Flagstar represents

and warrants as follows:

(a) The execution, delivery and performance by each Loan Party of

this Amendment and the Credit Agreement, as amended hereby, and the

consummation of the transactions contemplated hereby and thereby are

within such Loan Party's corporate powers, have been duly authorized

by all necessary corporate action and do not (i) contravene such
Loan Party's charter or by-laws, (ii) violate any law (including, without

limitation, the Securities Exchange Act of 1934, as amended), rule,

regulation (including, without limitation, Regulation X of the Board of

Governors of the Federal Reserve System, as in effect from time
to time), order, writ, judgement, injunction, decree, determination or

award applicable to any Loan Party, (iii) conflict with or result in the

breach of, or constitute a default under, any contract, loan agreement,

indenture, mortgage, deed of trust, lease or other instrument binding
on or affecting any Loan Party, any of its Subsidiaries or any of their

properties or (iv) result in or require the creation or imposition of

any Lien (other than Liens created by or permitted under the Loan

Documents) upon or with respect to any of the properties of any Loan

Party or any of its Subsidiaries except, as to (ii) and (iii) above,

as would not, and would not be reasonably likely to, have a Material

Adverse Effect.

(b) No authorization or approval or other action by, and no notice

to or filing with, any governmental authority or regulatory body or any

other third party is required for the due execution, delivery, recordation,

filing or performance by any Loan Party of this Amendment or the Credit

Agreement, as amended hereby, or for the consummation of the transactions

contemplated by Section 2 hereof, except where the failure to obtain, take,
give or make such authorizations, approvals, actions, notices, or filings

would not, and would not be reasonably likely to, have a Material Adverse

Effect.

delivered by each Loan party thereto. Assuming that (i) this Amendment

is duly executed and delivered by, and is within the power and authority

of, the Required Lenders and (ii) the Credit Agreement has been duly

executed and delivered by, and is within the power and authority of
the Managing Agent, the Co-Agents and the Lenders, this Amendment and

the Credit Agreement, as amended hereby, are the legal, valid and binding

obligation of each Loan Party party thereto, enforceable against such

Loan Party in Accordance with its terms, except as the enforceability

thereof may be limited by bankruptcy, insolvency, moratorium,

reorganization or other similar laws affecting creditors' rights

generally and subject to general principles of equity (regardless of

whether considered in a proceeding in equity or at law).

SECTION 5. Reference to and Effect on the Loan Documents. (a) Upon

the effectiveness hereof, on and after the date hereof each reference in the

Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like

import referring to the Credit Agreement and each reference in the other Loan

Documents to the Credit Agreement, "thereunder", "thereof" or words of like

import referring to the Credit Agreement, shall mean and be a reference to

the Credit Agreement as amended hereby.

(b) Except as specifically amended above, the Credit Agreement is

and shall continue to be in full force and effect and is hereby in all

respects ratified and confirmed.

shall not, except as expressly provided herein, operate as a waiver of any

right, power or remedy of any Lender or Co-Agent or the Agent under any of

the Loan Documents, nor constitute a waiver of any provision of any of the

Loan Documents.

SECTION 6. Governing Law. This Amendment shall be governed by,

and construed in accordance with, the laws of the State of New York.

SECTION 7. Execution in Counterparts. This Amendment may be

executed in any number of counterparts and by different parties hereto in

separate counterparts, each of which when so executed and delivered shall be

deemed to be an original and all of which taken together shall constitute

but one and the same agreement. Delivery of an executed counterpart of a

signature page to this Amendment by telecopier shall be effective as delivery

of a manually executed counterpart of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment

to be executed by their respective officers thereunto duly authorized, as of

the date first above written.

Borrowers

FLAGSTAR CORPORATION

By /s/ C. BURT DUREN
TITLE: VICE PRESIDENT AND TREASURER

TWS FUNDING, INC.

By /s/ C. BURT DUREN
TITLE: TREASURER

Lenders

CITIBANK, N.A.

By /s/ DOUGLAS P. FLETCHER
TITLE: ATTORNEY-IN-FACT

BANKERS TRUST COMPANY

By /s/ ROBERT R. TELESCA
TITLE: ASST. VICE PRESIDENT

THE BANK OF NOVA SCOTIA

By /s/ J. ALAN EDWARDS
TITLE: VICE PRESIDENT

THE CHASE MANHATTAN BANK, N.A.

By /s/ DAVID B. TOWNSEND
TITLE: MANAGING DIRECTOR

CHEMICAL BANK

By /s/ B. JOSEPH LILLIS
TITLE: MANAGING DIRECTOR

THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED -- NEW YORK BRANCH

By /s/ SHUNKO UCHIDA
TITLE: VICE PRESIDENT

NATIONSBANK OF NORTH CAROLINA, N.A.

By /s/ CYNTHIA A. GRIM
TITLE: SENIOR VICE PRESIDENT

CRESCENT/MACH I, L.P.

By: Crescent Capital Corp. as Portfolio
Manager and Attorney-in-fact

By /s/ MARK L. GOLD
TITLE: MANAGING DIRECTOR

EATON VANCE PRIME RATE RESERVES

By /s/ MICHAEL J. CANNON
TITLE: VICE PRESIDENT

GIROCREDIT BANK

By /s/ ANCA TRIFAN
TITLE: VICE PRESIDENT

By /s/ RICHARD F. STONE
TITLE: FIRST VICE PRESIDENT

KEYPORT LIFE INSURANCE COMPANY

By: Chancellor Senior Secured
Management, Inc. as Portfolio
Advisor

By /s/ CHRISTOPHER A. BONDY
TITLE: ASST. VICE PRESIDENT

MC INTERNATIONAL INVESTMENT LIMITED

By /s/ YUJI KOMIYA
TITLE: PRESIDENT

MERRILL LYNCH PRIME RATE PORTFOLIO

By: Merrill Lynch Asset Management,
L.P. as Investment Advisor

By /s/ JOHN W. FRASER
TITLE: AUTHORIZED SIGNATORY

MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.

By /s/ JOHN W. FRASER
TITLE: AUTHORIZED SIGNTORY

THE MITSUBISHI TRUST AND BANKING
CORPORATION

By /s/ PARTICIA LORET DE MOLA
TITLE: SENIOR VICE PRESIDENT

MITSUI LEASING (U.S.A.) INC.

By /s/ SEIJI SANO
TITLE: PRESIDENT

THE NIPPON CREDIT BANK, LTD.

By /s/ ELIZABETH S. TARBELL
TITLE: ASST. VICE PRESIDENT

PILGRIM PRIME RATE TRUST

By /s/ KATHLEEN LENARCIC
TITLE: SENIOR CREDIT ANALYST

PROSPECT STREET SENIOR PORTFOLIO, L.P.

By: Prospect Street Senior Loan Corp.,
as: Managing General Partner

By /s/ DANA E. ERIKSON
TITLE: ASST. VICE PRESIDENT

RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS, B.V. (ROSA)

By: Chancellor Senior Secured
Management, Inc. as Portfolio
Advisor

By /s/ CHRISTOPHER A. BONDY
TITLE: ASST. VICE PRESIDENT

RYOSHIN LEASING (USA) INC.

By /s/ S. MATSUMARA
TITLE: PRESIDENT

THE SAKURA BANK, LIMITED

By /s/ YASUHIRO TERADA
TITLE: SENIOR VICE PRESIDENT AND
ASST. GENERAL MANAGER

SENIOR HIGH INCOME PORTFOLIO, INC.

By /s/ JOHN W. FRASER
TITLE: AUTHORIZED SIGNATORY

SENIOR HIGH INCOME PORTFOLIO II, INC.

By /s/ JOHN W. FRASER
TITLE: AUTHORIZED SIGNATORY

STICHTING RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS 2 (ROSA 2)

By: Chancellor Senior Secured
Management, Inc. as Portfolio
Advisor

By /s/ CHRISTOPHER A. BONDY
TITLE: ASST. VICE PRESIDENT

SUN LIFE INSURANCE COMPANY OF AMERICA
By /s/ JAMES K. HUNT
TITLE: EXECUTIVE VICE PRESIDENT,
SUNAMERICA INVESTMENTS, INC.

UNION BANK OF FINLAND, LTD. -- GRAND
CAYMAN BRANCH

By /s/ PENTTI MANSUKOSKI
TITLE: SENIOR VICE PRESIDENT

By /s/ JOHN F. KEHNLE
TITLE: VICE PRESIDENT

VAN KAMPEN MERRITT PRIME RATE INCOME
TRUST

By /s/ JEFFREY W. MAILLET
TITLE: VICE PRESIDENT AND PORTFOLIO
MANAGER

SCHEDULE A
SUBJECT SUBSIDIARIES
I.M. Vending
Ace Foods, Inc.
Automatic Cigarette Service Company
Automatic Merchants, Inc.
Baton Rouge Cigarette Service, Inc.
Canteen Corporation
Canteen Service, Inc.
Cigarette Service Co., Inc.
Consolidated Coin Caterers Corporation
5111 W. Lexington Building Corporation
New Orleans Cigarette Service Corporation
The Oak Room, Inc.
Quad County Canteen Service Company

SCHEDULE B
COLLATERAL
I. Security Agreement
A. Pledged Stock

CLASS STOCK NUMBER
OF CERTIF. OF
ISSUER PLEDGOR STOCK NO(S). %* SHARES

Ace Foods, Inc. Canteen Corporation Common 4 100 500
Automatic Cigarette Service Company Canteen Corporation Common 41 100 2,000
Automatic Merchants, Inc. Canteen Corporation Common 6 100 100
Baton Rouge Cigarette Service, Inc. Canteen Corporation Common 9 100 100
Canteen Corporation IM Vending, Inc. Common 3 100 1,000
Canteen Service, Inc. Canteen Corporation Common 27 100 4,080
Cigarette Service Co., Inc. Canteen Corporation Common 20 100 2,500
Consolidated Coin Caterers Corporation Canteen Corporation Common 48 100 337,200
5111 W. Lexington Building Corpororation Canteen Corporation Common 17 100 60
IM Vending, Inc. Canteen Corporation Common 1 100 100
New Orleans Cigarette Service Corporation Canteen Corporation Common 13 100 200
The Oak Room, Inc. Canteen Corporation Common 7 11.1 25
Quad County Canteen Service Company Canteen Corporation Common 5 60 450

* % of issued and outstanding shares of stock of issuer.

B. Pledged Debt

DEBT ISSUER HOLDER DESCRIPTION OF DEBT

Canteen Corporation TWS Funding, Inc. Subsidiary Working Capital Note

II. Trademark Security Agreement Grantor: Canteen Corporation
A. United States Trademark Registrations:

MARK REG. NO. REG. DATE

UNITED & CHEF Design 795,708 09/07/65
HEALTH NUTS 1,213,585 10/19/82
HEALTH NUT & Design 1,188,233 01/26/82
INTERSTATE UNITED 847,181 04/02/68
KIDS ARE PEOPLE TOO 1,006,468 03/11/85
Medallion Design 847,182 04/02/68
PEOPLE SERVING PEOPLE 1,199,812 06/29/82
ROYAL GOURMET & Design 1,192,602 03/23/82
SIMPLY NATURAL 1,203,256 07/27/82
SIMPLY NATURAL 1,547,739 07/11/89

B. United States Trademark Applications:

MARK APPLIC. SER. NO. APPLIC. DATE

WOOLSEY & KRUM and Design 74/258,385 03/23/92
WOOLSEY & KRUM 74/256,598 03/18/92

GRANTOR: TW SERVICES, INC.
United States Trademark Registrations:

MARK REG. NO. REG. DATE

BIGGER BETTER BISCUITS & Design 1,469,918 12/22/87
CANTEEN Logo 852,057 07/02/68
CANTEEN (Stylized) 349,979 09/14/37
CANTEEN 562,516 08/05/52
CANTEEN 1,019,661 09/02/75
CANTEEN 1,536,548 04/25/89

CANTEEN 701,777 06/26/60
CANTEEN CLASSY COOKIES & Design of Lady 1,538,345 05/09/89
CLASSY COOKIES 1,536,601 04/25/89
CRS (Stylized) CANTEEN REFRESHMENT SERVICE 1,398,051 06/17/86
Design: Multiple V With Letter S 1,493,716 06/21/88
NEETNAC & Design 1,034,018 02/17/76
NEETNAC 1,035,468 03/09/76
PAZZELLI'S and Design 1,512,929 11/15/88

SCHEDULE C -- LETTERS OF CREDIT
Canteen Holdings, Inc.
Food & Vending Division
Estimated Level of Letters of Credit to be Outstanding on June 20, 1994

ISSUED BY: ISSUED TO: DESCRIPTION AMOUNT:

Workers compensation, General liability and Auto
ScotiaBank Transportation Ins. Co. liability (periods prior to 1993) $ 25,712,897(1)
Citibank Transportation Ins. Co. Workers compensation and Auto liability (1994) 6,609,513(2)
ScotiaBank CNA Performance Bonds 11,700,000
Citibank Industrial Commission of Ohio State of Ohio workers compensation 100,000
Citibank AMWEST Surety Performance Bond 137,500
ScotiaBank Met Life Leases -- Wometco 250,000
ScotiaBank Gables Capital Leases -- Wometco 300,000
ESTIMATED TOTAL $ 44,809,910

(1) Estimated Food & Vending allocation of gross L/C of $42,990,000 securing all
such obligations of Flagstar and its subsidiaries.
(2) Estimated Food & Vending allocation of gross L/C of $37,010,000 securing all
such obligations of Flagstar and its subsidiaries. This L/C began the year
at $3.1 million and increases at the rate of approximately $3.1 million each
succeeding month through December. The Food & Vending portion increases at
the rate of approximately $1.1 million per months.

SCHEDULE D TO LENDER CONSENT
SUMMARY OF POST-CLOSING LIABILITIES
POST-CLOSING PURCHASE PRICE ADJUSTMENT. Pursuant to the Purchase Agreement,
Flagstar would receive a cash purchase price at Closing in the amount of $450
million. That purchase price is subject to reduction following the Closing by
the amount, if any, by which the remainder of the Net Asset Value (as defined
below) as of December 25, 1993 minus $250,000 exceeds the Net Asset Value as of
the Closing Date.
"Net Asset Value" means the amount, if any, by which the (i) aggregate book
value of assets of the Subject Subsidiaries exceeds (ii) the aggregate book
value of liabilities of the Subject Subsidiaries; in each case determined on a
consolidated basis in accordance with GAAP consistently applied and in a manner
consistent with the determination of Net Asset Value as of December 25, 1993 as
agreed by the parties.
POST-CLOSING INDEMNIFICATION. Flagstar has also agreed to indemnify the
Buyer against liabilities, damages, costs, and expenses relating to, resulting
from or arising out of any of the following: (i) the breach of Flagstar's
representation and warranty concerning title to the stock of IMV and Canteen,
(ii) the breach of any covenant by Flagstar (or FCI) with respect to its Section
338(h)(10) Election respecting the transaction for federal income tax purposes
and for state income tax purposes, in the states of Florida, Georgia, Illinois,
Maryland, Michigan, Mississippi, Tennessee, Virginia and Wisconsin, (iii) any
federal income tax liability of the Subject Subsidiaries for periods prior to
and including the Closing Date, including joint and several liability with
respect to Flagstar's consolidated income tax returns (each of the indemnities
pursuant to (i), (ii), (iii), and (iv) above extending for the applicable
statutory limitation periods), and (v) the breach of customary representations
and warranties of Flagstar, including those with respect to governmental and
third party consents and approvals, the release of certain indebtedness and
liens, financial statements, undisclosed liabilities, taxes (except as otherwise
provided above), related party transactions, insurance, employee and labor
matters, litigation, compliance with laws, environmental matters, the adequacy
of operating assets, title and encumbrances to real property, absence of changes
in the operations of the Subject Subsidiaries since December 25, 1993, real
property and other material leases and material disclosures (the indemnities
pursuant to (v) above extending through November 1995).
Flagstar will have no liability with respect to the indemnities pursuant to
(v) above, however, to the extent matters have been disclosed to the Buyer in a
Disclosure Schedule. Furthermore, there to no liability with respect to the
indemnities under (v) except to the extent any obligation thereunder based on a
single fact, circumstance, or event exceeds $250,000. In addition, Flagstar will
have no liability with respect to the representations in (v) unless or until the
aggregate amount of all such obligations exceeds a $15 million "basket" (such
"basket" being subject to upward adjustment under certain circumstances).
POST-CLOSING COVENANTS. The Purchase Agreement also contains customary
covenants extending, in part, beyond the Closing Date, including those
concerning the preservation of books and records, the transfer of employees, the
continuation of employee benefit plans, agreements relating to the use of
computer software, intellectual property and brands and administrative and data
support services and a noncompetition agreement. Flagstar does not consider its
liabilities with respect to such covenants to be material.

EXHIBIT A
LENDER CONSENT AND WAIVER
April 26, 1994
To the Purchaser Named in the Stock
Purchase Agreement dated as of
[April 26, 1994] (the "Purchase
Agreement") by and among [insert
Flagstar parties] and [Purchaser
parties]
Gentlemen:
Reference is made to the Amended and Restated Credit Agreement dated as of
October 26, 1992 (as amended to date, the "Credit Agreement") among Flagstar
Corporation, TWS Funding, Inc., the Co-Agents and other Lenders referred to
therein and Citibank, N.A., as Managing Agent (the "Managing Agent"). Unless
otherwise defined herein, the terms defined in the Credit Agreement shall be
used herein as therein defined.
Canteen Holdings, Inc. ("Canteen") has informed the Lenders that it
proposes to sell to you its direct and indirect Subsidiaries listed on Schedule
A hereto (the "Subject Subsidiaries"), together with certain assets of Canteen
Management Services, Inc., pursuant to the Purchase Agreement (the "Sale
Transaction").
At the request of Flagstar, the undersigned, on behalf of the Lenders and
effective on the date of the closing of the Sale Transaction, and subject to the
satisfaction of the conditions set forth below, hereby (a) consents to the Sale
Transaction, (b) releases the Collateral of the Subject Subsidiaries, including,
without limitation, the Collateral listed on Schedule B hereto, from the Lien of
the Security Agreement, (c) releases the Trademark Collateral of the Subject
Subsidiaries, including, without limitation, the Trademark Collateral listed on
Schedule C hereto, from the Lien of the Trademark Security Agreement, (d)
releases the Subject Subsidiaries from all of their obligations to the Lenders
under the Loan Documents, including, without limitation, their obligations as
Guarantors under the Guaranty and as Grantors under the Security Agreement and
the Trademark Security Agreement. Upon satisfaction of the conditions set forth
below, the undersigned will, on behalf of the Lenders, execute and deliver to
you upon your request such UCC-3 releases and other documents as may be
necessary to evidence the releases and consents referenced above.
The foregoing releases and consents are subject to the satisfaction of the
following conditions: (i) the receipt by the undersigned, as Managing Agent, of
proceeds of the Sale Transaction in an amount not less than $430,000,000, (ii)
the return and cancellation (or other arrangements satisfactory to the requisite
Lenders) of the Letters of Credit described on Schedule D hereto, which Letters
of Credit were issued in support of obligations of the Subject Subsidiaries, and
(iii) the closing of the Sale Transaction on terms that impose no additional
liabilities on Flagstar or its Subsidiaries, other than those described on
Schedule E attached hereto and other liabilities satisfactory to the requisite
Lenders.
Sincerely yours,
CITIBANK, N.A., as Managing Agent
By:
Title:

CONSENT
Dated as of April 26, 1994.
The undersigned, each a Guarantor under the Amended and Restated Guaranty
dated as of November 16, 1992 (as amended to date, the "Guaranty") and a Grantor
under the Amended and Restated Security Agreement dated as of November 16, 1992
(as amended to date, the "Security Agreement") in favor of the Managing Agent
for the Lenders parties to the Credit Agreement referred to in the foregoing
Fourth Amendment, Waiver and Consent, hereby consents to said Fourth Amendment,
Waiver and Consent and hereby confirms and agrees that (i) each of the Guaranty
and the Security Agreement is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects except that, upon
the effectiveness of, and on and after the date of, said Fourth Amendment,
Waiver and Consent, each reference in each of the Guaranty and the Security
Agreement to the Loan Documents or any thereof, "thereunder", "thereof" or words
of like import shall mean and be a reference to the Loan Documents or such Loan
Document as amended by said Fourth Amendment, Waiver and Consent and (ii) the
Security Agreement and all of the Collateral described therein do, and shall
continue to, secure the payment of all of the Obligations (as defined therein).
Subsidiaries
SIGNIFICANT SUBSIDIARIES
CANTEEN HOLDINGS, INC.
DENNY'S HOLDINGS, INC.
SPARTAN HOLDINGS, INC.

By /s/ JOHN A. GERSON
PRESIDENT OR VICE PRESIDENT OF EACH
OF THE CORPORATIONS LISTED ABOVE

CANTEEN SUBSIDIARY GROUP
ACE FOODS, INC.
AUTOMATIC CIGARETTE SERVICE COMPANY
AUTOMATIC MERCHANTS, INC.
BATON ROUGE CIGARETTE SERVICE, INC.
CANTEEN CORPORATION
CANTEEN MANAGEMENT SERVICES, INC.
CIGARETTE SERVICE CO. INC.
CONSOLIDATED COIN CATERERS CORPORATION
5111 W. LEXINGTON BUILDING CORPORATION
IM VENDING, INC.
IM PARKS, INC.
IM STADIUM, INC.
NEW ORLEANS CIGARETTE SERVICE CORPORATION
THE OAK ROOM, INC.
QUAD COUNTY CANTEEN SERVICE COMPANY
TW RECREATIONAL SERVICES, INC.
UNITED FOOD MANAGEMENT SERVICES, INC. N.Y.
VOLUME SERVICES, INC. (A KANSAS CORPORATION)
VOLUME SERVICES, INC. (A DELAWARE CORPORATION)

By /s/ C. BURT DUREN
VICE PRESIDENT OR TREASURER OF EACH
OF THE CORPORATIONS LISTED ABOVE

DENNY'S SUBSIDIARY GROUP
BUTLER-JEZAK, INC.
CB DEVELOPMENT #3, INC.
CB DEVELOPMENT #4, INC.
CB DEVELOPMENT #6, INC.
CB DEVELOPMENT #8, INC.
C-B-R DEVELOPMENT CO., INC.
DANNY'S DO NUTS #3, INC.
DANNY'S DO NUTS #10, INC.
DANNY'S DO NUTS #15, INC.
DENNY'S, INC.
DENNY'S MANAGEMENT, INC.
DENNY'S REALTY, INC.
DFC TRUCKING CO.
EAVES PACKING COMPANY, INC.
EL POLLO LOCO, INC.
HAROLD BUTLER ENTERPRISES #5, INC.
HAROLD BUTLER ENTERPRISES #13, INC.
HAROLD BUTLER ENTERPRISES #17, INC.
HAROLD BUTLER ENTERPRISES #20, INC.
HAROLD BUTLER ENTERPRISES #45, INC.
HAROLD BUTLER ENTERPRISES #53, INC.
HAROLD BUTLER ENTERPRISES #55, INC.
HAROLD BUTLER ENTERPRISES #58, INC.
HAROLD BUTLER ENTERPRISES #59, INC.
HAROLD BUTLER ENTERPRISES #72, INC.
HAROLD BUTLER ENTERPRISES #74, INC.
HAROLD BUTLER ENTERPRISES #75, INC.
HAROLD BUTLER ENTERPRISES #84, INC.
HAROLD BUTLER ENTERPRISES #88, INC.
HAROLD BUTLER ENTERPRISES #91, INC.
HAROLD BUTLER ENTERPRISES #94, INC.
HAROLD BUTLER ENTERPRISES #98, INC.
HAROLD BUTLER ENTERPRISES #101, INC.

By /s/ ROBERT L. WYNN, III
PRESIDENT OR VICE PRESIDENT OF EACH
OF THE CORPORATIONS LISTED ABOVE

DENNY'S RESTAURANTS OF IDAHO, INC.

By /s/ ROBERT L. WYNN, III
TITLE: ASSISTANT TREASURER

DENNY'S SUBSIDIARY GROUP (continued)
HAROLD BUTLER ENTERPRISES #102, INC.
HAROLD BUTLER ENTERPRISES #103, INC.
HAROLD BUTLER ENTERPRISES #105, INC.
HAROLD BUTLER ENTERPRISES #108, INC.
HAROLD BUTLER ENTERPRISES #111, INC.
HAROLD BUTLER ENTERPRISES #113, INC.
HAROLD BUTLER ENTERPRISES #120, INC.
HAROLD BUTLER ENTERPRISES #122, INC.
HAROLD BUTLER ENTERPRISES #123, INC.
HAROLD BUTLER ENTERPRISES #130, INC.
HAROLD BUTLER ENTERPRISES #139, INC.
HAROLD BUTLER ENTERPRISES #147, INC.
HAROLD BUTLER ENTERPRISES #157, INC.
HAROLD BUTLER ENTERPRISES #158, INC.
HAROLD BUTLER ENTERPRISES #173, INC.
HAROLD BUTLER ENTERPRISES #181, INC.
HAROLD BUTLER ENTERPRISES #186, INC.
HAROLD BUTLER ENTERPRISES #194, INC.
HAROLD BUTLER ENTERPRISES #204, INC.
HAROLD BUTLER ENTERPRISES #211, INC.
HAROLD BUTLER ENTERPRISES #215, INC.
HAROLD BUTLER ENTERPRISES #222, INC.
HAROLD BUTLER ENTERPRISES #224, INC.
HAROLD BUTLER ENTERPRISES #235, INC.
HAROLD BUTLER ENTERPRISES #250, INC.
HAROLD BUTLER ENTERPRISES #254, INC.
HAROLD BUTLER ENTERPRISES #255, INC.
HAROLD BUTLER ENTERPRISES #259, INC.
HAROLD BUTLER ENTERPRISES #262, INC.
HAROLD BUTLER ENTERPRISES #267, INC.
HAROLD BUTLER ENTERPRISES #269, INC.
HAROLD BUTLER ENTERPRISES #270, INC.
HAROLD BUTLER ENTERPRISES #272, INC.
HAROLD BUTLER ENTERPRISES #273, INC.
HAROLD BUTLER ENTERPRISES #287, INC.
HAROLD BUTLER ENTERPRISES #289, INC.
HAROLD BUTLER ENTERPRISES #292, INC.
HAROLD BUTLER ENTERPRISES #303, INC.
HAROLD BUTLER ENTERPRISES #304, INC.
HAROLD BUTLER ENTERPRISES #306, INC.

By /s/ ROBERT L. WYNN, III
PRESIDENT OR VICE PRESIDENT OF EACH
OF THE CORPORATIONS LISTED ABOVE

DENNY'S SUBSIDIARY GROUP (continued)
HAROLD BUTLER ENTERPRISES #308, INC.
HAROLD BUTLER ENTERPRISES #314, INC.
HAROLD BUTLER ENTERPRISES #328, INC.
HAROLD BUTLER ENTERPRISES #331, INC.
HAROLD BUTLER ENTERPRISES #332, INC.
HAROLD BUTLER ENTERPRISES #335, INC.
HAROLD BUTLER ENTERPRISES #340, INC.
HAROLD BUTLER ENTERPRISES #351, INC.
HAROLD BUTLER ENTERPRISES #360, INC.
HAROLD BUTLER ENTERPRISES #361, INC.
HAROLD BUTLER ENTERPRISES #362, INC.
HAROLD BUTLER ENTERPRISES #372, INC.
HAROLD BUTLER ENTERPRISES #383, INC.
HAROLD BUTLER ENTERPRISES #386, INC.
HAROLD BUTLER ENTERPRISES #406, INC.
HAROLD BUTLER ENTERPRISES #408, INC.
HAROLD BUTLER ENTERPRISES #418, INC.
HAROLD BUTLER ENTERPRISES #429, INC.
HAROLD BUTLER ENTERPRISES #435, INC.
HAROLD BUTLER ENTERPRISES #451, INC.
HAROLD BUTLER ENTERPRISES #452, INC.
HAROLD BUTLER ENTERPRISES #477, INC.
HAROLD BUTLER ENTERPRISES #479, INC.
HAROLD BUTLER ENTERPRISES #482, INC.
HAROLD BUTLER ENTERPRISES #505, INC.
HAROLD BUTLER ENTERPRISES #508, INC.
HAROLD BUTLER ENTERPRISES #531, INC.
HAROLD BUTLER ENTERPRISES #532, INC.
HAROLD BUTLER ENTERPRISES #545, INC.
HAROLD BUTLER ENTERPRISES #546, INC.
HAROLD BUTLER ENTERPRISES #553, INC.
HAROLD BUTLER ENTERPRISES #571, INC.
HAROLD BUTLER ENTERPRISES #578, INC.
HAROLD BUTLER ENTERPRISES #586, INC.
HAROLD BUTLER ENTERPRISES #589, INC.
HAROLD BUTLER ENTERPRISES #604, INC.
HAROLD BUTLER ENTERPRISES #607, INC.
HAROLD BUTLER ENTERPRISES #611, INC.
HAROLD BUTLER ENTERPRISES #616, INC.
HAROLD BUTLER ENTERPRISES #619, INC.

By /s/ ROBERT L. WYNN, III
PRESIDENT OR VICE PRESIDENT OF EACH
OF THE CORPORATIONS LISTED ABOVE

DENNY'S SUBSIDIARY GROUP (continued)
HAROLD BUTLER ENTERPRISES #626, INC.
HAROLD BUTLER ENTERPRISES #640, INC.
HAROLD BUTLER ENTERPRISES #663, INC.
HAROLD BUTLER ENTERPRISES #667, INC.
HAROLD BUTLER ENTERPRISES #668, INC.
HAROLD BUTLER ENTERPRISES #684, INC.
HAROLD BUTLER ENTERPRISES #687, INC.
HAROLD BUTLER ENTERPRISES #693, INC.
HAROLD BUTLER ENTERPRISES #694, INC.
HAROLD BUTLER ENTERPRISES #718, INC.
HAROLD BUTLER ENTERPRISES #739, INC.
DENNY'S RESTAURANTS, INC.
LA MIRADA ENTERPRISES NO. 2, INC.
LA MIRADA ENTERPRISES NO. 5, INC.
LA MIRADA ENTERPRISES NO. 6, INC.
LA MIRADA ENTERPRISES NO. 7, INC.
LA MIRADA ENTERPRISES NO. 8, INC.
LA MIRADA ENTERPRISES NO. 9, INC.
LA MIRADA ENTERPRISES NO. 14, INC.
PORTIONTROL FOODS, INC.
PROFICIENT FOOD COMPANY

By /s/ ROBERT L. WYNN, III
PRESIDENT OR VICE PRESIDENT OF
EACH OF THE CORPORATIONS LISTED
ABOVE

TWS 200 Corp.
TWS 300 Corp.
TWS 500 Corp.
TWS 600 Corp.
TWS 700 Corp.
TWS 800 Corp.
WDH Services, Inc.

By /s/ ROBERT L. WYNN, III
PRESIDENT OR VICE PRESIDENT OF EACH
OF THE CORPORATIONS LISTED ABOVE
CB Development #9, Ltd.
Denny's of Canada Ltd.
Denny's Restaurants of Canada, Ltd.
By /s/ WILLIAM H. MITCHELL
VICE PRESIDENT

SPARTAN SUBSIDIARY GROUP
QUINCY'S REALTY, INC.
QUINCY'S RESTAURANTS, INC.
FLAGSTAR ENTERPRISES, INC.
SPARDEE'S REALTY, INC.
FLAGSTAR SYSTEMS, INC.
SPARTAN REALTY, INC.

By /s/ C. BURT DUREN
TREASURER OF EACH OF THE
CORPORATIONS LISTED ABOVE

SPARTAN MANAGEMENT, INC.

By /s/ C. BURT DUREN
TREASURER

Additional Guarantor:

AMS Holdings, Inc.

By /s/ JOHN A. GERSON
PRESIDENT OR VICE PRESIDENT