Exhibit 10.18(b)
SECOND AMENDMENT TO DVELEOPMENT AGREEMENT
This Second Amendment to Development Agreement ("Amendment") is entered
into effective as of October 20, 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 Development
Agreement dated April 22, 1998, as amended by a certain First Amendment to
Development Agreement dated February 10, 1999 (as amended, the "Development
Agreement"), pursuant to which Developer was granted the right to develop T.G.I.
Friday's restaurants in portions of Northern 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 3.A. of the Development Agreement is hereby deleted in its
entirety and replaced with the following:
3.A. Developer shall develop, open, commence operation of and
continuously operate pursuant to the respective Franchise Agreements
eighteen (18) Restaurants in the Northern California Territory
pursuant to the Replacement Development Schedule as follows. The
Restaurants listed on the Replacement Development Schedule are
exclusive of those Restaurants previously opened and operated by
Developer under the Original Development Agreement.
Restaurant No. Date Open & Operating
-------------- ---------------------
1 12/15/99
2, 3, 4 & 5 12/15/00
6, 7, 8, 9, 10 & 11 12/15/01
12, 13, 14 & 15 12/15/02
16, 17 & 18 12/15/03
(i). The Franchise Agreement for each restaurant location must be
fully executed and all franchise fees paid within the time frames set
forth in the foregoing Development Schedule.
(ii). Time is of the essence, with respect to each of the
development obligations specified in this Section 3.
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2. 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.
3. 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.
TGI FRIDAY'S
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: Vice President / General Counsel
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MAIN ST. CALIFORNIA, INC.
By: /s/ Xxxx X. Xxxxx, Xx.
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Name: Xxxx X. Xxxxx, Xx.
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Title: President and Chief Executive Officer
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EXHIBIT D
THE TERRITORY
NORTHERN CALIFORNIA TERRITORY -- that area contained in the following counties:
Alameda, Alpine, Xxxxxx, Butte, Calaveras, Colusa, Contra Costa, Del Norte,
Eldorado, Fresno, Xxxxx, Humboldt, Xxxx, Kings, Lake, Lassen Trinity, Madera,
Marin, Mariposa, Mendocino, Merced, Modoc, Monterey, Mono, Napa, Nevada, Placer,
Plumas, Sacramento, San Xxxxxx, San Francisco, San Xxxxxxx, San Xxxx Obispo, San
Mateo, Santa Xxxxxxx, Santa Xxxxx, Santa Xxxx, Xxxxxx, Sierra, Sisklyou, Xxxxxx,
Sonoma, Stanislaus, Sutter, Tehama, Tulare, Tuolumne, Yolo and Yuba.
