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Exhibit (10) (a)
SECOND AMENDMENT TO AREA DEVELOPMENT AGREEMENT
THIS SECOND AMENDMENT TO AREA DEVELOPMENT AGREEMENT ("Second
Amendment") is entered into as of the 6th day of October, 1999, by and between
Golden Corral Franchising Systems, Inc., a Delaware corporation (hereinafter
"Franchisor"), and Xxxxxx'x Restaurants, Inc., an Ohio Corporation (hereinafter
"Area Developer").
RECITALS:
A. Area Developer has been granted the right to establish and operate
one (1) GC-11S building design restaurant, nineteen (19) GC-11M building design
restaurants and three (3) Metro Market building design restaurants pursuant to
The Golden Corral Franchising Systems, Inc. Area Development Agreement dated
December 30, 1997, with Franchisor (hereinafter, together with the December 30,
1997 Addendum to Area Development Agreement, the required Indiana Amendment to
Area Development Agreement and the March 20, 1998 Amendment to Area Development
Agreement, collectively referred to as the "Development Agreement").
B. Franchisor and Area Developer wish to amend the Development
Agreement to provide for the development of one (1) additional GC-11S building
design restaurant within the city limits of Lima, Ohio and one (1) additional
GC-11M building design restaurant within the city limits of Findlay, Ohio.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Section I.A. of the Development Agreement shall be amended by
deleting the following language "to establish and operate one (1) restaurant
using a GC-11S building design, nineteen (19) restaurants using a GC-11M
building design, and three (3) restaurants using a Metro Market building design
for a total of twenty-three (23) restaurants" from the third through eighth
lines thereof and substituting in lieu thereof the following language "to
establish and operate two (2) restaurants using a GC-11S building design, twenty
(20) restaurants using a GC-11M building design, and three (3) restaurants using
a Metro Market building design for a total of twenty-five (25) restaurants"
2. Section II.A. of the Development Agreement shall be deleted in its
entirety and substituting in lieu thereof the following new Section II.A.:
"A. In consideration of the development rights granted herein, Area
Developer shall pay to Franchisor upon execution of this Agreement a
development fee of Two Hundred Fifty Thousand Dollars ($250,000) which
is the sum of Ten Thousand Dollars ($10,000) multiplied by twenty-five
(25) restaurant locations to be developed hereunder, receipt of which
is hereby acknowledged by Franchisor, and which shall be deemed fully
earned and non-refundable upon execution of this Agreement in
consideration of administrative and other expenses incurred by
Franchisor and for the development opportunities lost or deferred as a
result of the rights granted Area Developer herein."
3. Section IV. of the Development Agreement shall be amended by
deleting the date "December 31, 2004" from the seventh line thereof and
substituting in lieu thereof the date "December 31, 2005".
4. Exhibits A and "AA" of the Development Agreement shall be deleted in
their entirety and substituting in lieu thereof the attached new replacement
Exhibits A and "AA".
5. Upon execution of this Second Amendment, Area Developer shall pay to
the Franchisor the additional sum of Twenty Thousand Dollars ($20,000.00) which
sum represents the additional portion of the development fee attributable to one
(1) additional GC-11S restaurant and one (1) additional GC-11M restaurant being
developed pursuant to the Development Agreement, as amended.
6. All references herein to the masculine, neuter or singular shall be
construed to include the masculine, feminine, neuter or plural, and vice versa,
where applicable.
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Exhibit (10) (a)
7. This Second Amendment constitutes an integral part of the
Development Agreement between the parties hereto, and the terms of this Second
Amendment shall be controlling with regard to the subject matter hereof. Except
as modified or supplemented by this Second Amendment, the terms of the
Development Agreement are hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties have executed this Second Amendment to
Area Development Agreement under seal as of the day and year first above
written.
FRANCHISOR:
Golden Corral Franchising Systems, Inc.
ATTEST: /s/ Xxxxxx X. Xxxxxxxxx, Xx. By: /s/ Xxxxx X. Xxxx
----------------------------- -------------------------
Its Assistant Secretary Its Vice President
Xxxxx X. Xxxx
(Corporate Seal)
AREA DEVELOPER: XXXXXX'X RESTAURANTS, INC.
ATTEST:
W. Xxxx Xxxx By: /s/ Xxxxxx X. Xxxxxx
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Its Secretary Xxxxxx X. Xxxxxx, Vice President-Finance
(Corporate Seal)
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Exhibit (10) (a)
THE GOLDEN CORRAL FRANCHISING SYSTEMS, INC.
AREA DEVELOPMENT AGREEMENT
Replacement
EXHIBIT A
1. Development Area - Each restaurant developed under this Development
Agreement shall be located in the following area:
See attached Exhibit "AA" which is incorporated herein by reference
2. Development Schedule - Recognizing that time is of the essence, Area
Developer agrees to satisfy the Development Schedule set forth below:
Cumulative Total Number
of Restaurants Which
Area Developer Shall Have
By (Date) Open and in Operation
--------- ---------------------
12/31 , 19 98 Two (2)
-------- ---- -------------------------
12/31 , 19 99 Five (5)
-------- ---- -------------------------
12/31 , 20 00 Eight (8)
-------- ---- -------------------------
12/31 , 20 01 Eleven (11)
-------- ---- -------------------------
12/31 , 20 02 Fifteen (15)
-------- ---- -------------------------
12/31 , 20 03 Nineteen (19)
-------- ---- -------------------------
12/31 , 20 04 Twenty-three (23)
-------- ---- -------------------------
12/31 , 20 05 Twenty-five (25)
-------- ---- -------------------------
L.I.T., D.H.W. initials
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Exhibit (10)(a)
Replacement
Exhibit "AA"
The Development Area in which three (3) Metro Market restaurants, twenty (20)
GC-11M restaurants and two (2) GC-11S restaurants are to be located is as
follows:
(A) One (1) Metro Market restaurant within one defined submarket of
Springdale/Sharonville, Ohio which submarket is more specifically described on
the attached segmentation map Exhibit A-1A as submarket numbered 8.
(B) One (1) Metro Market restaurant within one defined submarket of Louisville,
Kentucky which submarket is more specifically described on the attached
segmentation map Exhibit A-3 as submarket numbered 1.
(C) One (1) Metro Market restaurant within one defined submarket of Louisville,
Kentucky which submarket is more specifically described on the attached
segmentation map Exhibit A-3 as submarket numbered 3.
(D) One (1) GC-11M restaurant within one defined submarket of Cheviot, Ohio
which submarket is more specifically described on the attached segmentation map
Exhibit A-1A as submarket numbered 1.
(E) One (1) GC-11M restaurant within one defined submarket of Xxxxxxxx Township,
Ohio which submarket is more specifically described on the attached segmentation
map Exhibit A-1A as submarket numbered 2.
(F) One (1) GC-11M restaurant within one defined submarket of Colerain
Township/Groesbeck, Ohio which submarket is more specifically described on the
attached segmentation map Exhibit A-1A as submarket numbered 6.
(G) One (1) GC-11M restaurant within one defined submarket of Xxxxxxxx/West
Hamilton, Ohio which submarket is more specifically described on the attached
segmentation map Exhibit A-2A as submarket numbered 3.
(H) One (1) GC-11M restaurant within one defined submarket of Symmes Township,
Ohio which submarket is more specifically described on the attached segmentation
map Exhibit A-2A as submarket numbered 4.
(I) One (1) GC-11M restaurant within one defined submarket of Forest
Park/Fairfield, Ohio which submarket is more specifically described on the
attached segmentation map Exhibit A-2A as submarket numbered 5.
(J) One (1) GC-11M restaurant within one defined submarket of Middletown, Ohio
which submarket is more specifically described on the attached segmentation map
Exhibit A-2A as submarket numbered 9.
(K) One (1) GC-11M restaurant within one defined submarket of Mason, Ohio which
submarket is more specifically described on the attached segmentation map
Exhibit A-2A as submarket numbered 10.
(L) One (1) GC-11M restaurant within one defined submarket of Louisville,
Kentucky which submarket is more specifically described on the attached
segmentation map Exhibit A-3 as submarket numbered 4.
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Exhibit (10)(a)
*(M) One (1) GC-11M restaurant within one defined submarket of Louisville,
Kentucky which submarket is more specifically described on the attached
segmentation map Exhibit A-3 as submarket numbered 5.
(N) One (1) GC-11M restaurant within one defined submarket of
Clarksville/Jeffersonville, Indiana which submarket is more specifically
described on the attached segmentation map Exhibit A-3 as submarket numbered 2.
(O) One (1) GC-11M restaurant within one defined submarket of Florence, Kentucky
which submarket is more specifically described on the attached segmentation map
Exhibit A-4A as submarket numbered 7.
(P)One (1) GC-11M restaurant within one defined submarket of Covington, Kentucky
which submarket is more specifically described on the attached segmentation map
Exhibit A-4A as submarket numbered 11.
(Q) One (1) GC-11M restaurant within one defined submarket of Newport, Kentucky
which submarket is more specifically described on the attached segmentation map
Exhibit A-4A as submarket numbered 12.
(R) One (1) GC-11M restaurant within one defined submarket of Miamisburg, Ohio
which submarket is more specifically described on the attached segmentation map
Exhibit A-5A as submarket numbered 1.
(S) One (1) GC-11M restaurant within one defined submarket of
Fairborn/Beavercreek, Ohio which submarket is more specifically described on the
attached segmentation map Exhibit A-5A as submarket numbered 2.
(T) One (1) GC-11M restaurant within one defined submarket of Xxxxx
Heights/Trotwood/Taylorsville, Ohio which submarket is more specifically
described on the attached segmentation map Exhibit A-5A as submarket numbered 3.
(U) One (1) GC-11M restaurant within one defined submarket of Richmond, Indiana
which submarket is more specifically described and encircled on the attached
segmentation map Exhibit A-6A.
(V) One (1) GC-11M restaurant within one defined submarket of Springfield, Ohio
which submarket is more specifically described and encircled on the attached
segmentation map Exhibit A-7.
(W) One (1) GC-11M restaurant within the city limits of Findlay, Ohio.
(X) One (1) GC-11S restaurant within one defined submarket of Sidney, Ohio which
submarket is more specifically described and encircled on the attached
segmentation map Exhibit A-8.
(Y) One (1) GC-11S restaurant within the city limits of Lima, Ohio.
* This GC-11M restaurant must be the last restaurant developed pursuant to this
Area Development Agreement.
initials L.I.T., D.H.W.
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