Attached files
Exhibit 10.5
Buffalo Wild Wings®
Amendment to Area Development Agreement
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: Route 72 & Gulf of Mexico, 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 Route 688. East
Boundary: Western shore Tampa Bay. South Boundary: Route 92 & western shore Tampa Bay 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/ Sally J. Smith | By: | Diversified Restaurant Holdings, Inc. | |||||||||||
| Its: President and CEO | Its: | Sole Member | ||||||||||||
| Date: March 20, 2007 | By: | /s/ T. Michael Ansley | ||||||||||||
| Diversified Restaurant Holdings, Inc., Sole Member of AMC Wings, LLC |
||||||||||||||
| Its: | President & CEO, | |||||||||||||
| T. Michael Ansley | ||||||||||||||
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