BETWEEN AND CITY OF NEW YORK DEPARTMENT OF PARKS & RECREATION. for

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1 FIRST AMENDMENT TO LICENSE AGREEMENT BETWEEN MANHATTAN RIVER GROUP, LLC AND CITY OF NEW YORK DEPARTMENT OF PARKS & RECREATION for CONSTRUCTION, OPERATION, AND MAINTENANCE OF A FULL-SERVICE RESTAURANT AND A LOUNGE AT THE DYCKMAN MARINA MANHATTAN, NEW YORK M28-SB DATED: fuj d.~,

2 FIRST AMENDMENT TO LICENSE AGREEMENT ("Amendment") made this ~ day of~, 2010, between the City of New York (the "City") acting by and through the Department ofpatks & Recreation ("Parks"), whose address is The Arsenal, 830 Fifth Avenue, New York, New York and Manhattan River Group, LLC ("Licensee"), a limited liabili~ company organized under the laws of the State of New York, whose address is 120 West 58 Street, 3D, New York, NY WHEREAS, the parties to this Amendment are parties to that certain License Agreement dated June 25, 2009 with respect to the construction, operation and maintenance of a full-service restaurant and a lounge for the accommodation of and use by the public at Dyckman Marina ("Restaurant License" or "Restaurant License Agreement"); and WHEREAS, the parties desire to amend the terms of the Restaurant License, subject to and in accordance with the terms of this Amendment. NOW THEREFORE, in consideration of the premises and covenants contained herein, the parties hereby do agree as follows: 1. The "Marina License Agreement" shall refer to that certain License Agreement between Parks and Licensee dated June 25, 2009 with respect to the operation and maintenance of a full service marina at Dyckman Marina. The "Restaurant Premises" shall refer to the Licensed Premises under the Restaurant License Agreement. The "Marina Premises" shall refer to the Licensed Premises under the Marina License Agreement. The "Combined Premises" shall refer to the Restaurant Premises and the Marina Premises combined as a single unit. 2. The following is hereby added as Section 9.2 in the Restaurant License Agreement: "9.2 (a) Licensee shall, at its sole cost and expense, construct or cause to be constructed a sewer line from the Combined Premises to the existing 48" diameter sewer at Dyckman Street, or such other sewer line agreed to between the City and Licensee (the "Sewer Main"). (The totality of such construction, as further described in the next sentence, is hereinafter referred to as the "Sewer Line Work"). The scope of the Sewer Line Work will include (a) on the Combined Premises: installing necessary tank(s) and pump(s) fora forced main, connecting sanitary lines from all buildings with plumbing on the Combined Premises to the new tanks, and extending the electrical line needed for the forced main pump(s), and (b) outside the Combined Premises: permitting and design for the forced main, excavate as necessary, connect the forced main to the Sewer Main, and repair/replace excavated portions of street/sidewalk, provided that in the event Parks requires that Licensee delay repair/replacement of the excavated portions of the street/sidewalk to accommodate work to be performed by Parks in the same excavated portions of the street/sidewalk, the parties will work together to address the allocation of the cost of such repair/replacement between them. The Sewer 2

3 Line Work shall be in accordance with plans approved by Parks and all other agencies having jurisdiction. Licensee shall not undertake the installation of the sewer line without first having obtained all necessary permits and approvals from Parks and such other federal, state or City agencies or entities as have jurisdiction over the construction and operation of the Combined Premises and the adjacent land where the sewer line will run. Notwithstanding anything herein to the contrary, in the event that Licensee, with Parks' consent, is relieved of its obligation to complete the Off Premises Work (as hereinafter defined), Licensee shall also have no further obligation to perform the work described in Section 9.2(a)(a) hereof, and any such work theretofore performed shall not be credited to Licensee's Capital Improvements under this License Agreement. "(b) With respect to that portion of the Sewer Line Work that is performed beyond the property line of the Combined Premises (the "Off Premises Work"), Licensee acknowledges that such work is a "public work" within the meaning of New York Labor Law 220, and in performing such work Licensee and any contractor retained by Licensee shall fully comply with the requirements of that law, including (without limitation) the payment of the "prevailing rate of wage" to laborers, workmen, and mechanics performing such work. "(c) The portion of the Sewer Line Work performed on the Restaurant Licensed Premises shall be added as a Capital Improvement to Exhibit D to the Restaurant License Agreement. "(d) 85% of Licensee's reasonable cost for Off Premises Work (up to a maximum of 85% of the Maximum Credit, as defined in Subsection (f) hereof), as documented to and accepted by Parks, shall be added to Licensee's required minimum expenditure of $850,000 for Capital Improvements under Section 6.1 of the Restaurant License Agreement. "(e) 85% of Licensee's reasonable cost for the portion of the Sewer Line Work performed on the Combined Premises, as documented to and approved by Parks in accordance with Article 6 of the Restaurant License Agreement, shall be applied to Licensee's Total Cost of Capital Improvements under the Restaurant License Agreement. "(I) Licensee shall receive a credit against percentage fees due under the Restaurant License Agreement over and above minimum annual fees equal to 85% of its reasonable cost of Off Premises Work, as documented to and accepted by Parks up to a maximum of 85% of the Maximum Credit. For purposes of this Amendment, the "Maximum Credit" is the total credit available to Licensee for the Off Premises Work, which shall be $200,000, unless amended by the parties. 3

4 "(g) Licensee shall submit to Parks in support of any costs claimed by it pursuant to this Section 9.2 such documents, records and other information as Parks shall reasonably request including but not limited to construction documents, bills, invoices, labor time books, accounts payable, daily reports, bank deposit books, bank statements, checkbooks and canceled checks. "(h) Once started, the Off Premises Work shall be carried through to completion by Licensee unless terminated by the mutual written agreement of the parties, provided, however, that in the event Licensee's reasonable cost for the design and implementation of the Off Premises Work, as reasonably determined by Parks, exceeds the amount of the Maximum Credit due to construction conditions not reasonably foreseen by the parties at the time of entering into this Amendment, as reasonably determined by Parks in consultation with Licensee, Parks and Licensee agree to enter into good faith negotiations to equitably adjust the terms of this License Agreement, including the terms of this Section 9.2." 3. The following is hereby added as Section 20.8 in the Restaurant License Agreement: "20.7 For the Off Premises Work, Licensee shall maintain commercial general liability insurance for bodily injury and property damage with a coverage limit at least $2,000,000 per occurrence and $2,000,000 aggregate, and have the City named as additional insured with coverage at least as broad as that provided by Insurance Services Office ("ISO") Form CO Licensee shall also maintain Workers' Compensation, Disability Insurance, Employer's Liability Insurance and Automobile Insurance as required by Section 20.6 of this License Agreement. "Licensee shall assure that the Licensee's contractor for the Off Premises Work maintains commercial general liability insurance for bodily injury and property damage with a coverage limit at least $2,000,000 per occurrence and $2,000,000 aggregate. The Licensee shall assure that such insurance name the Licensee and the City as additional insureds, and that the City's coverage be at least as broad as that provided by Insurance Services Office ("ISO") Form CO Licensee shall also assure that Licensee's contractor for the Off Premises Work maintains Workers' Compensation, Disability Insurance, and Employer's Liability Insurance as required of the Licensee under Section 20.6 of this License Agreement. "Where notice of occurrence, accident, claim or suit is required under a general liability policy the Licensee or Licensee's contractor maintains in accordance with this Article 20 of the License Agreement, Licensee shall notify in writing the issuing insurance carrier of any such event (including one that relates to an injury to one of Licensee's or Licensee's contractor's own employees) no later than 20 days after such event. Such notice shall expressly specify that "this notice is being 4

5 given on behalf of the City of New York as Insured as well as the Named Insured." Such notice shall also contain the following information: the number of the insurance policy, the name of the named insured, the date and location of the occurrence or accident, and the identity of the persons or things injured, damaged or lost. Licensee shall simultaneously send a copy of such notice to the City of New York c/o Insurance Claims Specialist, Affirmative Litigation Division, New York City Law Department, 100 Church Street, New York, New York " 4. Except as amended hereby, the Restaurant License Agreement shall remain in full force and effect. In the event of any inconsistency between the terms of this Amendment and the Restaurant License Agreement, the terms of this Amendment shall prevail. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to License Agreement to be signed and sealed on the day and year first above written. CITY OF NEW YORK DEPARTMENT OF PARKS AND RECREATION MANHATTAN RIVER GROUP, LLC BY:_~-+- ~--=-- - By: Name: Elizabeth Smith Title: Assistant Commissioner & Marketing for Revenue Dated: 6\ L G \ I () Dated: --~~ APPROVED AS TO FORM CERTIFIED AS TO LEGAL AUTHORITY ~&~ IU -A-c-ti-n-g-C-o-rp-o-r-a-ti-o-n-C-o-u-n-s-el-----.~-? "UG

6 STATE OF NEW YORK COUNTY OF NEW YORK ss: On this ~.r- day 0!fu , 2010 before me personally came 81~J,.q{S~ to me known, and known to be the Assistant Commissioner for Revenue and Marketing of the Department of Parks and Recreation of the City of New York, and the s~t~son described in and who executed the foregoing instrument and she acknowledged l~~~e~ecuted the same in her official capacity and for the purposes mentioned therein. ~~~~~'O\t~~\~~\),,~?,~ \o G ~~-(\'l\~y.~i.'t-v't-\~~~o~ ~ ~''\~~\o.\\\'. OS ~,' '\~\\O'\~."+-~\\ o.\\~<"~p\' \ 111 L ~';:,..' V\ ~\'\\. GO --; Notary Public STATE OF NEW YORK COUNTY OF NEW YORK ss: On thi{z~'; day of ~..{/r~ 2010 Refore me personally came 'J\}~\rJ<J.. f..u'v- to me known, and known to be the ",~,.(,J of Manhattan River Group, LLC and the said person described in and who executed the forgoing instrument and (s)he acknowledged that (s)he executed the same in his/her official capacity and for the purposes mentioned therein l