Exhibit 10.21(b)
THIRD AMENDMENT TO DEVELOPMENT AGREEMENT
This Third Amendment to Development Agreement ("Amendment") is entered into
effective as of November 6, 2001 (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, and amended February 10, 1999 and October 20,
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 obtain site consent, execute the franchise
agreement, pay the franchise fees, develop, open, commence operation
of and continuously operate pursuant to the respective Franchise
Agreement one (1) Restaurant in the Territory pursuant to the
Replacement Development Schedule as follows. The Restaurant listed on
the Replacement Development Schedule is exclusive of those Restaurants
previously opened and operated by Developer under the Original
Development Agreement.
DATE FRANCHISE
DATE OF PRELIMINARY AGREEMENT SIGNED DATE
RESTAURANT NO. SITE CONSENT & FEES PAID OPEN & OPERATING
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1 3/31/03 6/30/03 12/31/03
Time is of the essence, with respect to each of the development
obligations specified in this Section 3.A.
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.
4. Developer and its franchisee companies hereby release Friday's, its
successors, assigns, subsidiaries, parent corporation, affiliates,
representatives, agents, officers, directors, and employees, of and from any and
all claims, demands and causes of action whatsoever, in law or in equity,
however claimed to arise, which they have or may have by reason of any matter,
cause or thing whatsoever arising out of or in connection with the Franchise
Agreements, Development Agreement, relationships or a course of dealings with
Friday's as vendor of any goods or as a Franchisor, the operation of the
Restaurants, or for any other cause or circumstance which existed prior to the
date of this Amendment.
IN WITNESS HEREOF, the parties have executed this Amendment as of the day
and year first above mentioned.
TGI FRIDAY'S, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: Sr. 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: CEO
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