Exhibit 10.17


 


 


SIXTH AMENDMENT TO RESTAURANT MANAGEMENT
AGREEMENT made as of the 18th of November, 2002 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 10021 ("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 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 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, by
agreement dated November 11, 1998, the parties further extended the term of
such agreement for an additional period of two years, through January 23, 2001;
and


 


WHEREAS, by
agreement dated December 25, 2000, the parties further extended the term of
such agreement for an additional two years, through January 23, 2003 and


 


WHEREAS, by
agreement dated April 20, 2001, the parties acknowledged Smith & Wollensky
Restaurant Group, Inc. as the same entity as New York Restaurant Group, Inc.
and substituted a new paragraph 7(f) of the original agreement.


 


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, 2003 and terminating on January 23, 2005.


 


2.             As compensation for the Restaurant
Group's services, during the term of this renewal, Post House Investors shall
pay to the Restructuring Group an amount equal to 6% of all


 


 


2

















 


Restaurant sales, as defined in
the December 6, 1994, first amendment to Restaurant Management Agreement.


 


3.             Except as herein specifically
amended herein, and as amended in the December 6, 1994 first amendment, and
October 29, 1996 second amendment, and the November 11, 1998 third amendment,
and the December 20, 2000 fourth amendment and the April 20, 2001 fifth
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.

  
	
   

  	
   

  	
  KENSICO PROPERTIES, NY., INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fouad
  Chartouni

  
	
   

  	
   

  	
  Fouad
  Chartouni, Pres.

  



 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE SMITH & WOLLENSKY

  
	
   

  	
   

  	
  RESTAURANT GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan M.
  Mandel

  
	
   

  	
   

  	
  Alan M.
  Mandel, CFO