LIMITED GUARANTEELimited Guarantee • May 9th, 2007 • Stillman Alan N • Retail-eating places • New York
LIMITED GUARANTEE, dated as of May 6, 2007 (this “Limited Guarantee”), by Alan N. Stillman (the “Guarantor”) in favor of The Smith & Wollensky Restaurant Group, Inc., a Delaware corporation (the “Guaranteed Party”).
Project Grill, LLC c/o Patina Restaurant Group, LLC 120 West 45th Street New York, New York 10036Amended and Restated Agreement and Plan of Merger • May 9th, 2007 • Stillman Alan N • Retail-eating places
Reference is made to the letter agreement between you and Patina Restaurant Group, LLC (“Patina”) dated February 26, 2007 (the “Letter Agreement”) relating to Patina’s proposed acquisition of 100% of the equity interests in The Smith and Wollensky Restaurant Group, Inc. (“SWRG”). Reference is also made to the Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”), dated as of May 6, 2007, by and among Project Grill, LLC, a Delaware limited liability company (“Parent”), SWRG Acquisition, Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent and SWRG, and the Disclosure Schedule prepared and delivered in connection with the Amended and Restated Merger Agreement.
Project Grill, LLC 120 West 45th Street New York, New York 10036Sale and License Agreement • May 9th, 2007 • Stillman Alan N • Retail-eating places
Amended and Restated Sale and License Agreement dated as of the 1st day of January, 2006, by and between St. James Associates, L.P., as Licensor, and The Smith & Wollensky Restaurant Group, Inc., as Licensee, (the “License Agreement”)
Project Grill, LLC c/o Patina Restaurant Group, LLC 120 West 45th Street New York, New York 10036Assignment Agreement • May 9th, 2007 • Stillman Alan N • Retail-eating places
Reference is made to the letter agreement between you and Patina Restaurant Group, LLC (“Patina”) dated February 26, 2007 (the “Letter Agreement”) relating to Patina’s proposed acquisition of 100% of the equity interests in The Smith and Wollensky Restaurant Group, Inc. (“SWRG”).
CONSENT TO AND ACKNOWLEDGMENT OF ASSIGNMENTConsent to and Acknowledgment of Assignment • May 9th, 2007 • Stillman Alan N • Retail-eating places
This Consent to and Acknowledgment of Assignment is made as of the 25th day of April, 2007, by Alan N. Stillman, Stillman’s First, Inc., La Cite, Inc., White & Witkowsky, Inc. Thursdays Supper Pub, Inc., Alan N. Stillman Grantor Retained Annuity Trust and Donna Stillman Trust (each, a “Stockholder,” and collectively, the “Stockholders”) in favor of Project Grill, LLC (“Grill”) and SWRG Acquisition Sub, Inc. (“Newco”).
