BUFFALO WILD WINGS® Amendment to Area Development Agreement
EXHIBIT 10.1
BUFFALO WILD WINGS®
Amendment to Area Development Agreement
THIS AMENDMENT is made and entered into by and among Buffalo Wild Wings International, Inc., an Ohio corporation ("we," "us" or "Franchisor"), and AMC Wings, Inc., a Michigan corporation ("AMC", "Developer" or "you"). All capitalized terms not defined in this Amendment have the meanings set forth in the Area Development Agreement (defined below). To the extent that the terms of this Amendment are inconsistent with any of the terms of the Area Development Agreement, the terms of this Amendment will supersede and govern. This Amendment is effective on the date we sign below (the "Effective Date").
RECITALS
WHEREAS, Franchisor and Developer are parties to an Area Development Agreement dated July 18, 2003, as amended December 27, 2003, March 20, 2007, and November 5, 2007 (the "ADA"), pursuant to which Developer was granted the right to develop and operate twenty-three (23) BUFFALO WILD WINGS restaurants;
WHEREAS, Developer requested the right to develop nine (9) additional BUFFALO WILD WINGS restaurants under the ADA in the Development Territory as further specified in Section 4 below, for a total of thirty-two (32) Restaurants; and
WHEREAS, Franchisor has agreed to this request, subject to the terms and conditions hereof.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree that the ADA is amended as follows:
1.
Section 2A of the ADA is deleted and replaced with the following:
"We grant to you, under the terms and conditions of this Agreement, the right to develop and operate thirty-two (32) BUFFALO WILD WINGS Restaurants (the "Restaurants") within the territory described on Appendix A ("Development Territory")."
2.
Section 3A of the MA is amended to include the following language:
Franchisor and Developer acknowledge and agree that Developer previously paid a Development Fee in the amount of $60,000 to Franchisor on or about July 18, 2003. Franchisor and Developer further acknowledge and agree that, Developer paid a Development Fee in the amount of $40,000 on or about March 20, 2007. Franchisor and Developer further acknowledge and agree that, Developer paid a Development Fee in the amount of $25,000 on or about October 11, 2007. The initial franchise fee for stores #24432 is $12,500, $6,250 of which will be due at signing of each Franchise Agreement. Franchisor and Developer further acknowledge and agree that, on or before the Effective Date of the Amendment, and in consideration of the Franchisor's grant of rights to develop an additional nine (9) BUFFALO WILD WINGS Restaurants, Developer shall pay to Franchisor a Development Fee applicable to these nine (9) Restaurants in the amount of $31,250. Franchise fees of $25,000 are being waived conditioned upon the Flint, Michigan location opening on or before December 28, 2008. If the Flint, Michigan location does not open by December 28, 2008 Developer will pay $25,000 within 30 days after 12/31/08.
3.
Appendix A attached to the ADA which contains the "Description of Development Territory" to the ADA is deleted and replaced with the following:
Territory in the Tampa, Florida area: North Boundary: Pasco County line & Hernando County Line, then eastbound on a line along Pasco County line to Sumter County Line. East Boundary: Sumter County Line/Pasco County Line southbound to Hillsborough County Line continuing
south along Hillsborough County Line to Mansatee County, then continuing south along Manatee County line to Route 72. South Boundary: Route 72 westbound to Gulf of Mexico. West Boundary: ▇▇▇▇▇ ▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, then north bound along shoreline of Gulf of Mexico to Tampa Bay, then follow eastern shoreline of Tampa Bay in a NE direction to City of Tampa; follow Tampa Bay shoreline around Tampa Bay peninsula, then in a NW direction to intersection with Tampa Bay shoreline and Hillsborough County line; then northbound along Hillsborough county line to Pasco County Line eastbound to Route 41 northbound to intersection with Pasco and Hernando County line.
Territory in Pinnellas Park, Florida: North Boundary: South side of ▇▇▇▇▇ ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇. South Boundary: ▇▇▇▇▇ ▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ to Roosevelt Blvd. West Boundary: Roosevelt Blvd.
Territory in St. Petersburg, Florida: South of ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ with Tampa Bay as east boundary and Gulf of Mexico as west boundary.
Territory in ▇▇▇ County, Florida: ▇▇▇ County, Florida with southern boundary stopping at Exit 128 on I-75.
Territory in Lapeer, Michigan: A four mile radius from the intersection of M-24 and I-69, more precisely described as Latitude 43.0244/Longitude -83.3225.
Territory in Owosso, Michigan: A six mile radius from the intersection of M-21 and M-52, more precisely described as Latitude 42.9975/Longitude -84.1367.
Territory in Adrian, Michigan: A four mile radius from the intersection ofM-34 and US-223, more precisely described as Latitude 41.8891/Longitude -84.0604.
Territory in Marquette, Michigan: A three mile radius from the intersection of County Hwy 492 and M-41, more precisely described as Latitude 46.5494/Longitude -87.4558.
Territory in Sault Sainte ▇▇▇▇▇, Michigan: A three mile radius from the intersection of ▇▇▇▇▇ Street and 1-75, more precisely described as Latitude 46.4629/Longitude -84.3833.
Territory in Gaylord, Michigan: A four mile radius from the intersection of I-75 and M-32, more precisely described as Latitude 45.0279/Longitude -84.6879.
Territory in Cadillac, Michigan: A three mule radius from the intersection of ▇▇ ▇▇▇▇ ▇▇▇▇ and US-131, more precisely described as Latitude 44.2814/Longitude -85.3885.
Territory in Alpena, Michigan: A three mile radius from the intersection of M-32 and ▇▇▇▇▇▇ Street, more precisely described as Latitude 45.0616/Longitude -83.4714.
Territory in West Branch, Michigan: A four mile radius from the intersection of I-75 and Business I-75, more precisely described as Latitude 44.2451/Longitude -84.2255.
Territory in Downtown Detroit, Michigan: Beginning at the intersection of Pallister and ▇▇▇▇ ▇▇▇▇▇ Blvd., then east on Pallister to the intersection of Pallister and ▇▇▇▇▇▇▇, then east on ▇▇▇▇▇▇▇ to ▇▇▇▇ R, then south on ▇▇▇▇ R to ▇▇▇▇, then east on ▇▇▇▇ to I-75, then south on 1-75 to 1-375, then south on I-375 to Jefferson, then eat on Jefferson to ▇▇▇▇▇▇, then south on ▇▇▇▇▇▇ to the waterfront, then west along the waterfront to a chord aligned with Trumbull, then north on Trumbull to Holden, then northwest on Holden to Pallister, then north on Pallister to the point of beginning.
2
City Limits: The Designated Territory shall also include the city limits of Belleville, Chesterfield, Flint, Grand Blanc, Traverse City, Petoskey, and Port Huron in the State of Michigan and the city limits of Lakeland in the State of Florida.
4.
The table in Appendix B to the ADA, which contains the Development Schedule, is
deleted and replaced with the following:
Restaurant Number | Restaurant Type | Date by Which Franchise Agreement Must be Signed and Site Approval Request Must be Submitted to us | Date by Which the Restaurant Must be Opened and Continuously Operating for Business in the Territory | Cumulative number of Restaurants Required to be Open and Continuously Operating for Business in the Development Territory as of the Date in Preceding Column |
1 | Free Standing | Date of this Agreement | July 1, 2004 | 1 |
2 | End Cap | August 1, 2004 | July 1, 2005 | 2 |
3 | End Cap | August 1, 2005 | May 1, 2006 | 3 |
4 | End Cap | March 1, 2006 | May 1, 2007 | 4 |
5 | End Cap | August 1, 2006 | September 1, 2007 | 5 |
6 | TBD | March 1, 2007 | November 1, 2007 | 6 |
7 | TBD | August 1, 2007 | March 1, 2008 | 7 |
8 | TBD | March 1, 2008 | November 1, 2008 | 8 |
9 | TBD | August 1, 2008 | March 1, 2009 | 9 |
10 | TBD | March 1, 2009 | November 1, 2009 | 10 |
11 | TBD | September 1, 2009 | May 1, 2010 | 11 |
12 | TBD | March 1, 2010 | November 1, 2010 | 12 |
13 | TBD | September 1, 2010 | May 1, 2011 | 13 |
14 | TBD | March 1, 2011 | November 1, 2011 | 14 |
15 | TBD | August 1, 2011 | April 1, 2012 | 15 |
16 | TBD | December 1, 2011 | August 1, 2012 | 16 |
17 | TBD | March 1, 2012 | November 1, 2012 | 17 |
18 | TBD | August 1, 2012 | April 1, 2013 | 18 |
19 | TBD | December 1, 2012 | August 1, 2013 | 19 |
20 | TBD | March 1, 2013 | November 1, 2013 | 20 |
21 | TBD | August 1, 2013 | April 1, 2014 | 21 |
22 | TBD | December 1, 2013 | August 1, 2014 | 22 |
23 | TBD | March 1, 2014 | November 1, 2014 | 23 |
24 | TBD | August 1, 2014 | April 1, 2015 | 24 |
25 | TBD | December 1, 2014 | August 1, 2015 | 25 |
26 | TBD | March 1, 2015 | November 1, 2015 | 26 |
27 | TBD | August 1, 2015 | April 1, 2016 | 27 |
28 | TBD | December 1, 2015 | August 1, 2016 | 28 |
29 | TBD | March 1, 2016 | November 1, 2016 | 29 |
30 | TBD | August 1, 2016 | April 1, 2017 | 30 |
31 | TBD | December 1, 2016 | August 1, 2017 | 31 |
32 | TBD | March 1, 2017 | November 1, 2017 | 32 |
3
5.
Developer acknowledges and agrees to perform his own training beginning in 2009 Restaurants 10 thru 32.
6.
Effect. Except as expressly modified herein, the terms of the ADA control.
DEVELOPER:
US:
AMC WINGS, INC.
BUFFALO WILD WINGS INIFRNATIONAL, INC.
Date: 12/10/2009
Date: _________________________________
_____________________________________
______________________________________
By:
Diversified Restaurant Holdings, Inc.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
As Sole Shareholder of AMC Wings, Inc.
Its: President & CEO
Its:
President & CEO, T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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