Exhibit 10.11


 


FIRST AMENDMENT TO DEVELOPMENT AGREEMENT


 


This First Amendment to Development
Agreement (this “Amendment”) is entered into effective as of  February 17, 2005, (the “Effective Date”),
by and between TGI Friday’s Inc. (“Friday’s”), and Main St. California, Inc. (“Developer”).


 


WITNESSETH:


 


WHEREAS,
Friday’s and Developer are parties to a certain Development Agreement dated March 15,
2004, with an effective date of January 1, 2004 (the “Development
Agreement”), pursuant to which Developer was granted the right to develop
T.G.I. Friday’s restaurants in portions of Southern California defined as the
Territory; and


 


WHEREAS,
Friday’s 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, for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged
by each of the parties hereto, Friday’s and Developer agree as follows:


 


1.                                       Section 3.A.(iv).
of the Development Agreement is hereby deleted in its entirety.


 


2.                                       In
consideration of Friday’s execution of this Amendment, Developer and its
franchisee companies, for themselves, their successors, assigns and affiliates
(collectively, the “Releasing Parties”), remise, release, acquit, satisfy and
forever discharge Friday’s, its successors, predecessors, counsel, insurers,
assigns, officers, directors, employees, representatives, agents, parent
company, affiliates and subsidiaries, past and present from and against all
claims, actions, causes of actions, demands, damages, costs, suits, debts,
covenants, controversies, and any other liabilities whatsoever, whether known
or unknown, liquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal or equitable, which the Releasing Parties ever had, now have,
can, shall or may have, against Friday’s arising out of or in connection with,
the Development Agreement, any Franchise Agreement, the relationship between
Friday’s and Developer as vendor and vendee of goods or as a franchisor and a
franchisee, the consent, development and operation of the T.G.I. Friday’s
restaurant to be located at the Southwest Quadrant of Beach Boulevard and La
Palma Avenue at Knott’s Berry Farm, Buena Park, California or any other cause
or circumstances, until the date of this Amendment.


 


3.                                       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.


 


4.                                       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.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/Michael J.
  Archer

  	
   

  
	
  Name:

  	
  Michael J.
  Archer

  	
   

  
	
  Title:

  	
  Chief Operating
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  MAIN
  ST. CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/Michael J.
  Herron

  	
   

  
	
  Name:

  	
  Michael J.
  Herron

  	
   

  
	
  Title:

  	
  Vice President