FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
This First Amendment to Development Agreement ("Amendment") is entered into
effective as of February 10, 1999 (the "Effective Date"), by and between TGI
Friday's Inc. ("Franchisor"), and Main St. California, Inc. ("Developer").
WITNESSETH:
WHEREAS, Franchisor and Developer are parties to a certain Amended and
Restated Development Agreement dated May 2, 1997 (the "Development Agreement"),
pursuant to which Developer was granted the right to develop T.G.I. Friday's
restaurants in portions of California; and
WHEREAS, Franchisor and Developer desire to amend and supplement the
terms of the Development Agreement as hereinafter set forth; and
WHEREAS, capitalized terms used herein shall have the meaning
attributed to them in the Development Agreement unless expressly defined
otherwise herein.
NOW, THEREFORE, in consideration of Ten Dollars and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto, Franchisor and Developer agree as
follows:
1. SECTION 1.A. of the Development Agreement is hereby deleted in its
entirety and replaced with the following:
A. Franchisor hereby grants to Developer and Developer accepts,
pursuant to the terms and conditions of this Agreement, development
rights to establish and operate the number of T.G.I. Friday's
Restaurants set forth in the Development Schedule as may be approved
by Franchisor in accordance with its then current Site Consent
Procedures, and to use the System solely in connection therewith, at
specific locations to be designated in separate T.G.I. Friday's
franchise agreements (hereinafter "Franchise Agreement") executed as
provided in Subsection 3.A. hereof and pursuant to the Development
Schedule set forth in Subsection 3.B. hereof. Each Restaurant
developed hereunder shall be located in the area described on Exhibit
D attached hereto (hereinafter "Territory"); PROVIDED, however, the
Territory shall not include any airport properties otherwise located
within the Territory, nor the area contained within a three (3) mile
radius of any T.G.I. Friday's (R) Restaurant located within the
Territory as of the date of this Agreement. Friday's retains all
rights to develop other restaurant concepts, including without
limitation Friday's Front Row (R) Sports Grill, Italianni's (SM)
restaurants and Friday's American Bar (R), within the Territory.
2. SECTION 3.B. of the Development Agreement is hereby deleted in its
entirety and replaced with the following:
B. Developer shall develop, open, commence operation of and
continuously operate pursuant to the respective Franchise Agreements
twenty-one (21) Restaurants in the Southern California Territory
during the first five (5) years of the Term, pursuant to the
Replacement Development Schedule as follows. The Restaurants
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listed on the Replacement Development Schedule are exclusive of those
Restaurants previously opened and operated by Developer under the
Original Development Agreement.
In the Southern California Territory:
(as defined in Exhibit D)
Restaurant No. Date Open & Operating
-------------- ---------------------
1, 2 & 3 12/15/98
4,5 & 6 12/15/99
7,8, 9 & 10 12/15/00
11, 12,13 & 14 12/15/01
15, 16, 17 & 18 12/15/02
19,20 & 21 12/15/03
3. As of the Effective Date of this Amendment, Exhibit A attached to
the Development Agreement is deleted in its entirety and Exhibit D attached to
this amendment is substituted therefor.
4. The provisions, representations, terms, conditions, covenants and
agreements of the Development Agreement, as modified hereby, shall remain in
full force and effect, enforceable in accordance with its terms. This Amendment
shall be binding upon the heirs, legal representatives, successors and assigns
of the parties hereto.
5. Execution and delivery of this Amendment shall not waive any rights
or remedies of the parties under the Development Agreement, at law or in equity.
IN WITNESS HEREOF, the parties have executed this Amendment as of the
day and year first above mentioned.
TGI FRIDAY'S INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: V.P. & General Counsel
MAIN ST. CALIFORNIA, INC.
By: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
Title: President
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EXHIBIT D
THE TERRITORY
SOUTHERN CALIFORNIA TERRITORY - that area contained in the following counties:
Imperial, Inyo, Los Angeles, Orange, Riverside, San Bernardino, San Diego and
Ventura.
