Restaurant Management Agreement between Nabil and Fouad Chartouni and The New York Restaurant Group, Inc.

Contract Categories: Business Operations › Management Agreements
Summary

This agreement, dated February 1991, is between Nabil and Fouad Chartouni and The New York Restaurant Group, Inc. The Chartounis hire the Restaurant Group to manage and operate The Post House restaurant at 28 East 63rd Street, New York. The Restaurant Group will provide administrative, managerial, and operational services, including bookkeeping, compliance, staffing, and reporting. In return, the Chartounis will pay the Restaurant Group a fee based on a percentage of the restaurant's gross sales, with adjustments based on annual financial statements. The agreement outlines detailed responsibilities and compensation terms for both parties.

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EX-10.15 15 a2039903zex-10_15.txt EXHIBIT 10.15 Exhibit 10.15 RESTAURANT MANAGEMENT AGREEMENT made as of the ______ day of February, 1991, by and between NABIL CHARTOUNI, having an office at 11 East 44th Street, New York, New York, and FOUAD CHARTOUNI, having an office at 11 East 44th Street, New York, ("the Chartounis"), and THE NEW YORK RESTAURANT GROUP, INC., a domestic New York Corporation, with offices at 1114 First Avenue, New York, New York 10021, ("Restaurant Group"). W I T N E S S E T H: WHEREAS, the Chartounis have entered into a contract dated November 20, 1990 with Post House Associates, for the purpose of (i) acquiring a Lease on the property located in the City, County and State of New York and known as 28 East 63rd Street, New York, New York (the "Premises"); (ii) owning, operating, managing and maintaining a first-class restaurant on the Premises known as "The Post House" (the "Restaurant"); and WHEREAS, the Restaurant Group is a New York corporation experienced in the business of restaurant administration; and WHEREAS, upon consummation of such November 20, 1990 Contract of Sale, the Chartounis wish to retain the Restaurant Group as an independent contractor to provide administrative, managerial and operating services in connection with the operation of the restaurant. NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration receipt and sufficiency of which is hereby acknowledged, it is agreed as follows: 1. HIRING OF THE RESTAURANT GROUP. The Chartounis hereby retain the Restaurant Group to provide administrative, managerial and operating services in connection with the operation of the Restaurant and Room Service (including a full Breakfast Service if requested by the Chartounis) for the Lowell Hotel at the Premises during such hours as the Chartounis shall require from time to time. The Restaurant Group shall render such services upon the terms and conditions hereinafter set forth. The Chartounis acknowledge that the Restaurant Group renders similar services to other restaurants, which are competitive with the Restaurant and agree that it may continue to render such services to those entities and accept employment with other entities. The Restaurant Group acknowledges that it is the essence of this agreement that the Post House continue to be operated as a first-class Manhattan restaurant, in essentially the same manner that the premises have been operated for the past five years. 2. SERVICES BY THE RESTAURANT GROUP. Subject to the discretion of the Chartounis, the administrative services rendered by the Restaurant Group shall include the maintenance of all bookkeeping and accounting records, ledgers, and journals for the Restaurant, including such records as are necessary to prepare and file timely all tax withholding forms for all Restaurant employees and all sales and tax records and returns for the Restaurant and pay timely to the appropriate tax authorities all taxes required to be reported on such - 2 - forms or returns. In addition, also subject to the direction and at the expense of the Chartounis, the Restaurant Group shall perform the following: comply with all governmental health and safety regulations, including the maintenance of all necessary business, food and beverage licenses; maintain all necessary fire, theft, accident and other insurance policies and renewals thereof; purchase all supplies and equipment, food, food products and beverages to be used in the operation of the Restaurant; supervise, manage, hire and discharge Restaurant personnel; supervise the making of all necessary repairs, decorations and alterations to the Restaurant; implement promotional and advertising programs; recommend menu and wine list content and pricing; manage collections, cash receipts and deposit arrangements and make payments for those items chargeable to the Chartounis under this Agreement out of the account referred to in, and as otherwise provided, in Section 6 hereof; prepare financial budgets and information; furnish to the Chartounis a fidelity bond covering the Restaurant Group's operations of the Restaurant; generally act as liaison between the Chartounis and the employees of the Restaurant, and continue the current operating policies of the Restaurant Group with respect to the Post House Restaurant so as to maintain the Restaurant as a first-class Manhattan restaurant. The Restaurant Group will make all discount and bulk purchase arrangements which it has with third parties available to the Chartounis on the same basis and furnish the Chartounis with appropriate vouchers and backup information to support the charges to the Chartounis. - 3 - Without limiting the generality of the foregoing, the Restaurant Group, shall: (a) Within fifteen (15) business days after the end of each calendar month commencing with the effective date of this agreement, furnish to the Chartounis a monthly report of income, sales, expenses and cash flow. Comparable quarterly reports will be delivered within fifteen (15) business days of the end of each calendar quarter. A weekly sales report will also be furnished within three (3) business days after the end of each week. (b) Furnish to the Chartounis an annual financial statement of Restaurant operations prepared (at the sole cost and expense of the Chartounis) by a firm of certified public accountants chosen by the Chartounis. The entire cost of all direct expenses of the business of the Chartounis (other than salaries of the Restaurant Group employees) including, without limitation, the cost of business licenses, taxes, insurance premiums, food, beverages, payroll servicing, salaries of employees at the Restaurant, office supplies, advertising, and legal and outside accounting fees for services rendered to the Chartounis shall be paid by the Chartounis. 3. COMPENSATION. (a) As compensation for the Restaurant Group's services hereunder, the Chartounis shall pay to the Restaurant Group an interim amount equal to 3% of all Restaurant Sales (as hereinafter defined) with respect to each month (or portion thereof at the beginning and end - 4 - of the term of this Agreement). Such amount shall be paid within seven (7) days after the end of each calendar month and, until adjusted by the parties as hereafter provided, the amount paid shall equal 3% of the Gross Sales for the immediately preceding month. (b) If at the close of any fiscal year (but not later than 90 days thereafter) it is determined that the aggregate of the monthly payments for the fiscal year has (i) exceeded or (ii) fallen short of 3% of Restaurant Sales for such fiscal year, then the Restaurant Group and the Chartounis shall promptly adjust the amount owing not later than 90 days after such fiscal year. (c) For the purposes of this paragraph, the parties shall be bound by the financial statement of the certified public accountants retained by the Chartounis as accountants for the Restaurant. (d) The term "Gross Sales" shall mean all monies received by the Chartounis or for their account from the operation of the Restaurant, Room Service and Breakfast Service, in cash, by credit card or otherwise, but less, as to all the foregoing, in respect to the Restaurant and such Services, bona fide refunds to customers, uncollected amounts, gratuities and tips in fact paid out by the Restaurant to employees of the Restaurant, and taxes imposed and paid by the Restaurant on customer checks. For the purposes of clarification, Gross Sales shall be calculated in the same manner as on the calendar year 1990 Financial Statement of the Post House Restaurant, a true copy of which is attached hereto as Exhibit "A". - 5 - 4. ADDITIONAL COMPENSATION (a) Notwithstanding the contents of paragraph 3 above, should the Gross Profits, as below defined, exceed 69% of Gross Sales on a quarterly basis (or portion thereof at the beginning and end of the term of this Agreement), the Restaurant Group shall be paid an additional percentage of Gross Sales as below set forth, on a quarterly basis: Percentage of Gross Sales Gross Profit Paid to Restaurant Group - ------------ ------------------------ 69.1% .1% 69.2% .2% 69.3% .3% 69.4% .4% 69.5% or more .5% (b) For the purpose of 4(a) above, Gross Profits and Gross Sales shall be calculated in the same manner as in the Financial Statement of the Post House Restaurant for the calendar year 1990, a true copy of which is attached hereto as Exhibit "A". (c) The sums due under paragraph 4(a) shall be calculated and payable on an interim, quarterly basis, with any such sums due to be paid within the later of fifteen (15) days after the end of each quarter or three (3) business days after delivery of the quarterly report. (d) If at the end of any fiscal year (but not later than 90 days thereafter) it is determined that the aggregate of the - 6 - quarterly payments made pursuant to this paragraph 4 is either more or less than the payments that would be due if Gross Profits and Gross Sales referred to in paragraph 4(a) were computed and applied on a fiscal year basis, then the Restaurant Group and the Chartounis shall promptly adjust the amount owing under this subparagraph (d) but not later than 90 days after such fiscal year, and any disputes shall be reconciled as provided in paragraph 4. 5. COST CONTROL COMPENSATION. (a) In addition to the compensation set forth in paragraphs 3 and 4 above, the Restaurant Group shall be entitled to additional compensation based upon payroll control. Beginning with the calendar year commencing January 1, 1991, and for every year of the term of this agreement, the following calculations shall be made: (i) Payroll for the prior year; (ii) Payroll for the calendar year in question; (iii) Consumer Price Index increase for the prior year, plus 2 1/2% (iv) Consumer Price Index increase for the calendar year in question; The percentage increase in payroll will then be calculated. If the percentage increase in payroll is less then the percentage increase in Consumer Price Index plus 2 1/2%, the Restaurant Group will be entitled to additional compensation of .5% of Gross Sales as above defined, pro rated in the case of less than a full calendar year during the term of this Agreement based on the number of months of - 7 - such year during which this Agreement is effective. This sum shall be payable on an interim, quarterly basis, within fifteen (15) days after the end of each quarter, calculations to be based upon the estimate of Consumer Price Index increase published by Fortune magazine. Recalculations on an annual basis and adjustments of the year's quarterly payments shall be made within fifteen (15) days after the end of the calendar year in question and reconciled in the event of disputes as provided in paragraph 4. (b) For the purposes of this paragraph, the Consumer Price Index shall be defined as follows: The term "Consumer Price Index" shall mean the "Consumer Price Index" published by the Bureau of Labor Statistics of the U.S. Department of Labor, all items, U.S. city average, all urban consumers (presently denominated "CPI-U"), or a successor or substitute index appropriately adjusted. (c) An example of the additional compensation for payroll control clause would be as follows: 1990 payroll - $1,000,000.00; 19991 payroll - $1,050,000.00; increase of Consumer Price Index for 1991 over 1990, 4 1/2%. Since the increase in payroll, 5% is less than the total of the CPI increase plus 2 1/2%, the Restaurant Group would be entitled to the additional compensation above set forth. If the Agreement was effective for 9 months during 1991, the Restaurant Group would be entitled to three-fourths of .5% or .375%. (d) For the purpose of the payroll control provisions above set forth, the Restaurant Group agrees to keep a base staff which is the same as the current staff, and any additional hirings of additional personnel or salary levels above the base staff not contemplated by the Restaurant Group as indicated in an annual operating budget - 8 - presented by the Restaurant Group to the Chartounis by December 15th for the next succeeding fiscal year beginning on January 1st, but which are specifically requested by the Chartounis, shall not be included in the payroll figures for the purposes of this paragraph. 6. BANK ACCOUNTS. The Chartounis shall establish a bank account at a bank of their choice. The Chartounis and two (2) persons designated by the Restaurant Group, who may be changed from time to time by the Restaurant Group with prior approval by the Chartounis, shall be the authorized signatories for the account. Persons designated as signatories by the Restaurant Group may be removed by the Chartounis without notice and shall not have the authority to sign a check for an amount in excess of [$2000.00]. Upon taking possession of the Restaurant, Chartounis shall deposit $20,000 in the account. This amount shall be the minimum balance maintained in the account by Chartounis during the term of this Agreement, or any renewal thereof, but after the first twelve (12) full months of operation the minimum shall in no event be less than the preceding one month's operating expenses. The Chartounis from time to time as needed shall replenish the account with sufficient funds to maintain such balance. All monies received from the operation of the Restaurant, Room Service and Breakfast Service and any and all expenses paid by Restaurant Group on account of the operation of the Restaurant, Room Service and Breakfast Service shall pass through this account. The Restaurant Group shall - 9 - deliver copies of all invoices for which checks have been written by its designees within five (5) business days of the date of the checks. 7. TERM. This Agreement shall be effective on the date of the purchase by the Chartounis of the Post House pursuant to the November 20, 1990 Asset Purchase Agreement and shall terminate in three (3) years from such date, or upon the earlier happening of any of the following events: (a) The adjudicated bankruptcy or insolvency of the Restaurant Group OR THE CHARTOUNIS. (b) At the election of the Chartounis, upon 90 days' notice to the Restaurant Group upon (i) a sale of the Restaurant or of the Lowell Hotel to a bona fide third party in which the Chartounis hold an equity interest (of less than 25%) or (ii) the obtaining of a participating convertible share appreciation or any other type of financing arrangement from a bona fide third party lender in which the lender is entitled to receive payments, other than (or in addition to) fixed amounts of interest and principal repayments, representing more than 75k% of the net profits, cash flow or sales proceeds or a right to convert into a greater than 75% equity interest, for the Restaurant or the Lowell Hotel, or both. (c) At the election of the Chartounis, upon six months' notice to the Restaurant Group, if the Chartounis enter into a joint venture in the operation of the Restaurant or the Lowell Hotel with a bona fide third party in which the Chartounis hold an equity interest - 10 - of less then 75% or if the Chartounis obtain participating, convertible or share appreciation or any other type of financing arrangement from a bona fide third party lender in which lender is entitled to receive payments, other than (or in addition to) fixed amounts of interest and principal repayments, representing more than 25% of the net profits, cash flow or sales proceeds or a right to convert into a greater than 25% equity interest. (d) At the election of the Chartounis, upon one year's notice to the Restaurant without cause. (e) At the election of the Chartounis, upon 30 days' notice to the Restaurant Group, "for cause", which shall be limited to the following grounds: (i) the failure or refusal by the Restaurant Group, after written notice thereof by the Chartounis to the Restaurant Group, substantially to perform its duties and responsibilities (including maintaining the current general atmosphere and administering cost controls at least as effective as those in place at similar restaurants) under this Agreement; (ii) any willful or grossly negligent act which materially injures the reputation, business or any business relationship of the Restaurant, the Lowell Hotel or the Chartounis; (iii) any act of moral turpitude or violation of law which would materially affect the reputation of the Restaurant, the Lowell Hotel or the Chartounis. - 11 - (f) At the election of the Chartounis on 30 days' notice if Alan N. Stillman (i) ceases to be the controlling owner and chief operating officer of the Restaurant Group or (ii) ceases to supervise and be closely associated with the rendering of services by the Restaurant Group under this agreement. (g) At the election of the Chartounis at any time and without any notice called for in the subparagraphs above, provided the Chartounis deliver a notice of termination which refers to this subparagraph (g) and the subparagraph pursuant to which termination is effected and states the amount payable to the Restaurant Group as compensation for the notice period in the subparagraph pursuant to which termination is effected which amount shall equal THE SAME PERCENTAGE of Restaurant Sales WHICH WAS paid for the equivalent period in the immediately prior year. (h) At the election of the Restaurant Group, upon one year's notice to the Chartounis. (i) At the election of the Restaurant Group, upon 30 days' notice to the Chartounis for cause, which shall be limited to the Chartounis' insistence upon an operating policy of the Restaurant so different from the prior operating policy at the Restaurant, and so different from the operating policy of the other restaurants operated by the Restaurant Group, as would have a material negative impact upon the business of the Restaurant Group, and upon the reputation of the Restaurant Group. As an illustration, an insistence by the Chartounis upon a substantial increase or decrease in prices would constitute cause under this paragraph. - 12 - Upon the termination of this Agreement, all fees owing to the Restaurant Group shall be prorated to the date of termination and paid within thirty (30) days thereof. 8. INSURANCE. The Restaurant Group at present maintains insurance coverage for public liability, automobile, elevator, theft, casualty and property damage, comprehensive dishonesty, disappearance and destruction, and workmen's compensation, all as reflected in the policies attached. The Chartounis shall maintain comparable coverage during the term of this Agreement naming Chartounis and the Restaurant Group as insureds as their interests shall appear under such policies, provided, however, that such coverage shall be generally available at rates comparable to the rates charged for the attached policies, adjusted for reasonable inflation increases. The Chartounis shall not be required to maintain coverage which cannot be generally obtained at commercially reasonable rates. The Restaurant Group shall advise and assist in the review and renewal of such insurance and, to the extent possible, make available to the Chartounis bulk rates for such insurance coverage as are available to the Restaurant Group. 9. INDEMNITY. The Chartounis agree: (1) To the extent an insurance carrier does not assume the defense in respect of any claim, action or proceeding against the Restaurant Group or the Chartounis for actions allegedly within the scope of this Agreement, to defend promptly and diligently, at the - 13 - Chartounis' expense, any claim, action or proceeding brought against the Restaurant Group or the Chartounis jointly or severally arising out of or connected with any of the foregoing, and to hold harmless and fully indemnify the Restaurant Group from any judgment, loss or settlement on account thereof to the extent not covered by insurance, regardless of the jurisdiction in which any such claims, actions or proceedings may be brought. (2) To the extent not covered by insurance, to indemnify and hold the Restaurant Group free and harmless from any liability finally determined pursuant to paragraph (1) above for injury to persons or damage to property by reason of any cause whatsoever, either in and about the Restaurant, as a result of the performance of this Agreement by the Restaurant Group, its agents or employees, irrespective of whether negligence on the part of the Restaurant Group is alleged. (3) Notwithstanding the foregoing, the Chartounis shall not be liable to indemnify and hold the Restaurant Group harmless, and the Restaurant Group hereby indemnifies and holds the Chartounis free and harmless, from any liability which results from the "GROSS" negligence, fraud, or willful misconduct of the Restaurant Group, its agents or employees. 10. BINDING EFFECT This Agreement shall inure to the benefit of the parties hereto, their respective successors and assigns, and may be modified only by a writing signed by both parties, except that this Agreement may not be pledged, transferred or assigned by the Restaurant Group without prior written approval by the Chartounis which approval may be withheld for any reason by the Chartonis. - 14 - 11. APPLICABLE LAW. This Agreement shall be interpreted according to the laws of New York State. 12. NOTICES. Notices provided for hereunder shall be deemed given when mailed by certified mail, return receipt requested, to the addresses of the parties as set forth in this Agreement, or to such other address as either party may furnish by a like notice, similarly given. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the year and day first above written. /s/ Nabil Chartouni --------------------------------------- NABIL CHARTOUNI /s/ Fouad Chartouni --------------------------------------- FOUAD CHARTOUNI THE NEW YORK RESTAURANT GROUP, INC. By: /s/ Alan N. Stillman --------------------------------------- - 15 -
POST HOUSE INCOME STATEMENT MONTH ENDING DECEMBER 31, 1990 CURRENT MONTH YEAR TO DATE THIS YEAR PCT LAST YEAR PCT THIS YEAR PCT LAST YEAR PCT --------- --- --------- --- --------- --- --------- --- SALES FOOD 352,991 72.63% 354,191 71.14% 3,294,808 73.03% 3,215,392 72.33% LIQUOR 38,632 7.95% 40,169 8.07% 367,830 8.15% 386,169 8.69% BEER 5,947 1.22% 5,755 1.16% 60,454 1.34% 58,671 1.32% WINE 88,417 18.19% 97,794 19.64% 788,259 17.47% 784,987 17.66% BANQUETS -------- -------- ---------- ---------- GROSS SALES 485,986 100.00% 497,909 100.00% 4,511,351 100.00% 4,445,218 100.00% -------- -------- ---------- ---------- COST OF SALES FOOD 96,912 27.45% 100,142 28.27% 942,163 28.60% 949,136 29.52% LIQUOR 7,210 18.66% 6,876 17.12% 59,934 16.29% 61,752 15.99% BEER 858 14.43% 1,083 18.82% 11,241 18.59% 15,844 27.01% WINE 28,600 32.35% 31,211 31.91% 269,676 34.21% 268,065 34.15% BANQUETS BAR CONSUMABLES 2,359 6.11% 2,754 6.86% 29,937 8.14% 26,543 6.87% -------- -------- ---------- ---------- TOTAL COST OF SALES 135,939 27.97% 142,066 28.53% 1,312,950 29.10% 1,321,340 29.72% -------- -------- ---------- ---------- GROSS PROFIT 350,047 72.03% 355,843 71.47% 3,198,400 70.90% 3,123,878 70.28% -------- -------- ---------- ---------- INTEREST INCOME 495 .10% 592 .12% 7,062 .16% 5,519 .12% OTHER INCOME 1,125 .23% 90 .02% 4,695 .10% 2,435 .05% -------- -------- ---------- ---------- OPERATING INCOME 351,668 72.36% 356,525 71.60% 3,21O,157 71.16% 3,131,832 70.45% -------- -------- ---------- ---------- PAYROLL RESTAURANT 53,612 11.03% 54,131 10.87% 655,832 14.54% 633,934 14.26% PAYROLL MANAGERS 61,020 12.56% 52,219 10.49% 430,568 9.54% 413,284 9.30% MANAGER BONUS PAYROLL TAXES 10,651 2.19% 13,861 2.78% 102,192 2.27% 100,613 2.26% OTHER EMPLOYEE BENEFITS 20,605 4.24% 19,472 3.91% 226,501 5.02% 210,200 4.73% MANAGEMENT FEE 9,720 2.00% 9,958 2.00% 90,227 2.00% 88,904 2.00% PARTNER FEE 9,720 2.00% 9,958 2.00% 90,227 2.00% 88,904 2.00% -------- -------- ---------- ---------- TOTAL 165,328 34.02% 159,599 32.05% 1,595,545 35.37% 1,535,839 34.55% -------- -------- ---------- ----------
POST HOUSE INCOME STATEMENT MONTH ENDING DECEMBER 31, 1990 CURRENT MONTH YEAR TO DATE THIS YEAR PCT LAST YEAR PCT THIS YEAR PCT LAST YEAR PCT --------- --- --------- --- --------- --- --------- --- OTHER EXPENSES STORE RENT/SERVICE FEE 23,067 4.75% 21,358 4.29% 266,551 5.91% 246,807 5.55% HEAT LIGHT AND POWER 5,488 1.13% 11,707 2.35% 114,423 2.54% 99,675 2.24% TELEPHONE 1,164 .24% 1,996 .40% 9,627 .21% 13,175 .30% CARTING 37 .01% 2,214 .44% 27,812 .62% 21,226 .48% OFFICE EXPENSE 5,201 1.07% 3,022 .61% 38,785 .86% 30,244 .68% AUTO 524 .11% 557 .11% 4,049 .09% 5,523 .12% TRAVEL & ENTERTAINMENT 6,303 1.30% 1,018 .20% 24,407 .54% 11,759 .26% TIPS 26 .01% 30 .01% 347 .01% 1,269 .03% M & E RENTAL 1,109 .23% 2,059 .41% 12,125 .27% 17,560 .40% PROFESSIONAL FEES 1,125 .23% 4,367 .88% 12,833 .28% 21,284 .48% SECURITY 377 .08% 2,245 .05% 1,728 .04% GIFTS & CONTRIBUTIONS 1,000 .21% (210) -.04% 4,500 .10% 606 .01% CONSULTANTS FEE 860 .18% 60 .01% 13,158 .29% 5,342 .12% MISCELLANEOUS 152 .03% 4,513 .91% 1,412 .03% 7,895 .18% LINENS & UNIFORMS 7,288 1.50% 17,624 3.54% 72,545 1.61% 89,138 2.01% GLASSWARE 642 .13% 1,091 .22% 5,532 12% 5,751 .13% CHINA 687 .14% (80) -.02% 17,882 .40% 14,238 .32% FLATWARE 544 .11% 98 .02% 4,703 .10% 7,360 .17% PAPER 760 .16% 567 .11% 7,165 .16% 4,541 .10% CLEANING 1,712 .35% 1,179 .24% 10,174 .23% 11,655 .26% HARDWARE-KITCHEN & OTHER 3,447 .71% 5,181 1.04% 32,903 .73% 53,339 1.20% DECORATING 2,398 .49% 2,637 .53% 26,873 .60% 29,086 .65% PUBLIC RELATIONS 21,821 4.49% 12,403 2.49% 85,445 1.89% 72,030 1.62% INSURANCE 4,020 .83% 5,026 1.01% 46,123 1.02% 44,666 1.00% LICENSES 283 .06% 200 .04% 4,267 .09% 3,923 .09% REPAIRS & MAINTENANCE 9,351 1.92% 11,014 2.21% 87,825 1.95% 97,897 2.20% ADVERTISING 18,755 3.86% 34,531 6.94% 146,756 3.25% 155,847 3.51% DUES & SUBSCRIPTIONS 1,133 .23% 1,001 .02% 1,607 .04% REAL ESTATE TAXES 1,182 .24% 1,392 .28% 11,271 .25% 4,179 .09% CREDIT CARD CHARGES 15,645 3.22% 18,935 3.80% 146,334 3.24% 150,786 3.39% COMMERCIAL RENT TAX 1,455 .30% 1,378 .28% 24,126 .53% 15,420 .35% AMORTIZATION & DEPRECIATION 24,499 5.04% 13,991 2.81% 40,119 .89% 29,481 .66% INTEREST BAD DEBTS 582 .12% 156 .03% 1,971 .04% 890 .02% -------- -------- ---------- ---------- TOTAL OTHER EXPENSES 161,502 33.23% 181,146 36.38% 1,305,289 28.93% 1,275,926 28.70% -------- -------- ---------- ---------- TOTAL EXPENSES (326,830) -67.25% (340,745) -68.44% (2,900,834) -64.30% (2,811,765) -63.25% -------- -------- ---------- ---------- NET INCOME BEFORE TAXES AND SPECIAL ITEMS 24,837 5.11% 15,780 3.17% 309,323 6.86% 320,066 7.20% OTHER INCOME/EXPENSE FIRE EXPENSE PRIOR YEAR EXPENSE 3,090 .62% .00% NET INCOME BEFORE TAXES 24,837 5.11% 12,690 2.55% 309,323 6.86% 320,066 7.20% -------- -------- ---------- ---------- TAXES (1,399) -.29% (9,489) -1.91% 5,501 .12% 12,372 .28% -------- -------- ---------- ---------- NET INCOME 26,236 5.40% 22,179 4.45% 303,822 6.73% 307,695 6.92%
POST HOUSE BALANCE SHEET MONTH ENDING DECEMBER 31, 1990 ASSETS CURRENT ASSETS CASH & EQUIVALENTS 296,745 RECEIVABLES 65,764 INVENTORY 125,972 PREPAID EXPENSES 29,543 TOTAL CURRENT ASSETS 518,023 OTHER ASSETS DEPRECIABLE ASSETS 562,285 ACCUM DEP'N & AMORT (433,061) 129,225 NON DEPRECIABLE ASSETS 5,213 OTHER ASSETS (150) TOTAL OTHER ASSETS 134,288 TOTAL ASSETS 652,310 LIABILITIES & EQUITY LIABILITIES A/P & ACCRUED EXPENSES 228,654 NOTES/LOANS PAYABLE OTHER LIABILITIES 41,887 TOTAL LIABILITIES 270,541 EQUITY RETAINED EARNINGS PARTNERS CAPITAL/CAPITAL STOCK 327,948 PARTNERS DISTRIBUTION (250,000) 77,948 NET INCOME 303,822 TOTAL EQUITY 381,769 TOTAL LIABILITIES & EQUITY 652,310 ===================================================================== POST HOUSE ===================================================================== CURRENT MONTH YEAR TO DATE THIS YR LAST YR THIS YR LAST YR ===================================================================== 7,890 8,160 COVERS 76,712 76,449 --------------------------------------------------------------------- $44.74 $43.41 FOOD $42.95 $42.06 $4.90 $4.92 LIQUOR $4.79 $5.05 $0.75 $0.71 BEER $0.79 $0.77 $11.21 $11.98 WINE $10.28 $10.27 --------------------------------------------------------------------- $61.60 $61.02 TOTAL $58.81 $58.15 ===================================================================== DECEMBER 90 ===================================================================== FIRST AMENDMENT TO RESTAURANT MANAGEMENT AGREEMENT made as of the 6 of December, 1994 by and between Post House Investors L.P. having an office at 11 East 44th Street, New York, NY ("Post House Investors") and the New York Restaurant Group, Inc., a domestic corporation with offices at 1114 First Avenue, New York, NY ("Restaurant Group"). W I T N E S S E T H WHEREAS pursuant to an agreement made as of the 26th day of February, 1991, between NABIL CHARTOUNI and FOUAD CHARTOUNI, on the one hand, and the Restaurant Group on the other hand, the CHARTOUNIS retained the Restaurant Group as an independent contractor to provide administrative managerial and operating services in connection with the operation of the restaurant known as the POST HOUSE; and WHEREAS POST INVESTORS are the designees of NABIL CHARTOUNI and FOUAD CHARTOUNI under a certain asset purchase agreement dated November 20, 1991 concerning the purchase of the POST HOUSE RESTAURANT from POST HOUSE ASSOCIATES; and WHEREAS on the closing of such sale POST HOUSE INVESTORS agreed to be bound under the terms of the February 26, 1991 management agreement; and WHEREAS the closing of such asset purchase agreement took place on January 24, 1992; and WHEREAS the term of the restaurant management agreement commenced on such closing date, that is January 24, 1992; and WHEREAS, by its terms, the restaurant management agreement commenced on such date for the term of three years, expiring on January 23, 1995; and WHEREAS the parties wish to extend the term of such restaurant management agreement, and to amend the terms thereof in certain respects. Now, therefore in consideration of the mutual covenants herein contained and other good and valuable consideration, it is agreed as follows: 1. The term of the February 26, 1991 management agreement shall be extended for an additional two years commencing on January 24, 1995 and terminating on January 23, 1997. -2- 2. Paragraphs 3, "Compensation", 4, "Additional Compensation" and 5, "Cost Control Compensation" shall be deleted from the February 26, 1991 agreement and replaced by a new paragraph 3, "Compensation", which shall read as follows: 3. COMPENSATION a. As compensation for the Restaurant Group's services hereunder, Post House Investors shall pay to the Restaurant Group an amount equal to 5% of all Restaurant Sales (as hereinafter defined) with respect to each month (or portion thereof at the beginning and end of the term of this Agreement). Such amount shall be paid within seven (7) days after the end of each calendar month. b. For the purposes of this paragraph, the parties shall be bound by the financial statement of the certified public accountants retained by Post House Investors as accountants for the Restaurant. c. The term "Gross Sales" shall mean all monies received by Post House Investors or for their account from the operation of the Restaurant, Room Service and Breakfast Service, in cash, by credit card or otherwise, but less, as to all the foregoing, in respect to the Restaurant and such Services, bona fide refunds to customers, uncollected amounts, gratuities and tips in fact paid out by the Restaurant to employees of the Restaurant, and taxes imposed and paid by the Restaurant on customer checks. -3- For the purposes of clarification, Gross Sales shall be calculated in the same manner as on the calendar year 1990 Financial Statement of the POST HOUSE RESTAURANT, a true copy of which is attached hereto as Exhibit "A". 3. The parties acknowledge that the total compensation payable to the Restaurant Group is as set forth in paragraph 3, "Compensation", outlined above. 4. Except as herein specifically amended, the February 26, 1991 agreement shall remain in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this agreement on the year and day first above written. POST HOUSE INVESTORS, L.P. BY: KENSICO PROPERTIES, N.Y., INC. BY: /s/ Fouad Chartouni --------------------------------------- FOUAD CHARTOUNI, PRES. THE NEW YORK RESTAURANT GROUP, INC. BY: /s/ [ILLEGIBLE] --------------------------------------- -4- SECOND AMENDMENT TO RESTAURANT MANAGEMENT AGREEMENT made as of the 29 of October 1996 by and between Post House Investors L.P. having an office at 11 East 44th Street, New York, NY ("Post House Investors") and the New York Restaurant Group, Inc., a domestic corporation with offices at 1114 First Avenue, New York, NY ("Restaurant Group"). W I T N E S S E T H WHEREAS, pursuant to an agreement made as of the 26th day of February, 1991, between NABIL CHARTOUNI and FOUAD CHARTOUNI, on the one hand, and the Restaurant Group on the other hand, the CHARTOUNIS retained the Restaurant Group as an independent contractor to provide administrative managerial and operating services in connection with the operation of the restaurant known as the POST HOUSE; and WHEREAS, POST INVESTORS are the designees of NABIL CHARTOUNI and FOUAD CHARTOUNI under a certain asset purchase agreement dated November 20, 1991 concerning the purchase of the POST HOUSE RESTAURANT from POST HOUSE ASSOCIATES; and WHEREAS, on the closing of such sale POST HOUSE INVESTORS agreed to be bound under the terms of the February 26, 1991 management agreement; and WHEREAS, the closing of such asset purchase agreement took place on January 24, 1992; and WHEREAS, the term of the restaurant management agreement commenced on such closing date, that is January 24, 1992; and WHEREAS, by its terms, the restaurant management agreement commenced on such date for the term of three years, expiring on January 23, 1995; and WHEREAS, by agreement dated December 12, 1994, the parties extended the term of such agreement for a period of two years, through January 23, 1997, and amended the agreement in certain respects, and WHEREAS, the parties wish to further extend the term of such restaurant management agreement, and NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, it is agreed as follows: 1. The term of the February 26, 1991 management agreement shall be extended for an additional two years commencing on January 24, 1997 and terminating on January 23, 1999. 2. As compensation for the Restaurant Group's services, during the term of this renewal, Post House Investors shall pay to the Restaurant Group an amount equal to 6% of all Restaurant sales, as defined in the December 6, 1994, first amendment to Restaurant Management Agreement. 3. Except as herein specifically amended herein, and in the December 6, 1994 first amendment, the February 26, 1991 agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the year and day first above written. POST HOUSE INVESTORS, L.P. BY: KENSICO PROPERTIES, N.Y., INC. /s/ Fouad Chartouni --------------------------------------- FOUAD CHARTOUNI, PRES. THE NEW YORK RESTAURANT GROUP, LLC BY: /s/ [ILLEGIBLE] --------------------------------------- 2 THIRD AMENDMENT TO RESTAURANT MANAGEMENT AGREEMENT made as of the 29th of October, 1996 by and between Post House Investors L.P. having an office at 11 East 44th Street, New York, New York ("Post House Investors") and the New York Restaurant Group, Inc., a domestic corporation with offices at 1114 First Avenue, New York, New York ("Restaurant Group"). WITNESSETH WHEREAS, pursuant to an agreement made as of the 26th day of February, 1991, between NABIL CHARTOUNI and FOUAD CHARTOUNI, on the one hand, and the Restaurant Group on the other hand, the CHARTOUNIS retained the Restaurant Group as an independent contractor to provide administrative managerial and operating services in connection with the operation of the restaurant known as the POST HOUSE; and WHEREAS, POST HOUSE INVESTORS are the designees of NABIL CHARTOUNI and FOUAD CHARTOUNI under a certain asset purchase agreement dated November 20, 1991 concerning the purchase of the POST HOUSE RESTAURANT from POST HOUSE ASSOCIATES, and WHEREAS, on the closing of such sale POST HOUSE INVESTORS agreed to be bound under the terms of the February 26, 1991 management agreement; and WHEREAS, the closing of such asset purchase agreement took place on January 24, 1992; and WHEREAS, the term of the restaurant management agreement commenced on such closing date, that is January 24, 1992; and WHEREAS, by its terms, the restaurant management agreement commenced on such date for the term of three years, expiring on January 23, 1995; and WHEREAS, by agreement dated December 12, 1994, the parties extended the term of such agreement for a period of two years, through January 23, 1997, and amended the agreement in certain respects, and WHEREAS, by agreement dated October 29, 1996, the parties further extended the term of such agreement for an additional period of two years, through January 23, 1999; and WHEREAS, the parties wish to further extend the term of such restaurant management agreement, and NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, it is agreed as follows: 1. The term of the February 26, 1991 management agreement shall be extended for an additional two years commencing on January 24, 1999 and terminating on January 23, 2001. 2. As compensation for the Restaurant Group's services, during the term of this renewal, Post House Investors shall pay to the Restaurant Group an amount equal to 6% of all Restaurant sales, as defined in the December 6, 1994, first amendment to Restaurant Management Agreement. 3. Except as herein specifically amended herein, and in the December 6, 1994 first amendment, and October 29, 1996 second amendment, the February 26, 1991 agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the year and day first above written POST HOUSE INVESTORS, L.P. By: KENSICO PROPERTIES, N.Y., INC. /s/ Fouad Chartouni --------------------------------------- FOUAD CHARTOUNI, PRES. THE NEW YORK RESTAURANT GROUP, INC. By: /s/ [ILLEGIBLE] ---------------------------------------