Buffalo Wild Wings® Amendment to Area Development Agreement

Exhibit 10.5

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, LLC, a Michigan limited liability company (“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 (the “ADA), pursuant to which Developer (as successor/transferee to MCA Enterprises, LLC) was granted the right to develop and operate ten (10) Buffalo Wild Wings restaurants;

WHEREAS, as of the Effective Date, Developer has executed five (5) Buffalo Wild Wings franchise agreements for individual restaurants, and has developed and currently operates three (3) Buffalo Wild Wings restaurants;

WHEREAS, Developer requested the right to develop eight (8) additional Buffalo Wild Wings restaurants under the ADA in the Development Territory as further specified in Section 4 below, for a total of eighteen (18) 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 2.A 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 eighteen (18) Buffalo Wild Wings Restaurants (the “Restaurants”) within the territory described on Appendix A (“Development Territory”).”

2. Section 3.A of the ADA 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, on or before the Effective Date of the Amendment, and in consideration of the Franchisor’s grant of rights to develop an additional eight (8) Buffalo Wild Wings Restaurants, Developer shall pay to Franchisor a Development Fee applicable to these eight (8) Restaurants in the amount of $40,000. Thereafter, Developer shall pay the balance of the Initial Franchise Fee for each subsequent restaurant, as noted above in this Section 3.A.

3. Appendix A attached to the ADA as of July 18, 2003 is no longer in effect as of the Effective Date. The “Description of Development Territory” in Appendix A to the ADA is therefore 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: Xxxxx 00 & Xxxx xx Xxxxxx, 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 Xxxxx 000. Xxxx Xxxxxxxx: Xxxxxxx xxxxx Xxxxx Xxx. South Boundary: Xxxxx 00 & xxxxxxx xxxxx Xxxxx Xxx to Roosevelt Blvd. West Boundary: Roosevelt Blvd.

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:

								Cumulative number of
				Date by Which		Date by Which the		Restaurants Required to
				Franchise		Restaurant Must be		be Open and
				Agreement Must		Opened and		Continuously Operating
				be Signed and Site		Continuously		for Business in the
				Approval Request		Operating for		Development Territory
Restaurant		Restaurant		Must be Submitted		Business in the		as of the Date in
Number		Type		to us		Territory		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		March 1, 2010		November 1, 2010			11
12		TBD		October 1, 2010		May 1, 2011			12
13		TBD		March 1, 2011		November 1, 2011			13
14		TBD		October 1, 2011		May 1, 2012			14
15		TBD		March 1, 2012		November 1, 2012			15
16		TBD		October 1, 2012		May 1, 2013			16
17		TBD		March 1, 2013		November 1, 2013			17
18		TBD		October 1, 2013		May 1, 2014			18

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5. Effect. Except as expressly modified herein, the terms of the ADA control.

6. 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 shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

FRANCHISOR:

DEVELOPER:

BUFFALO WILD WINGS INTERNATIONAL, INC.

AMC WINGS, LLC

By:

/s/ Xxxxx X. Xxxxx

By:

Diversified Restaurant Holdings, Inc.

Its: President and CEO

Its:

Sole Member

Date: March 20, 2007

By:

/s/ T. Xxxxxxx Xxxxxx

Diversified Restaurant Holdings, Inc., Sole Member of AMC Wings, LLC

Its:

President & CEO,

T. Xxxxxxx Xxxxxx

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