GUARANTY OF PAYMENTGuaranty of Payment • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
WHEREAS, S&W OF LAS VEGAS, L.L.C., a Delaware limited liability company, having an office at c/o The Smith & Wollensky Restaurant Group, Inc., 1114 First Avenue, New York, New York 10021 (the “Borrower”), has applied to MORGAN STANLEY DEAN WITTER COMMERCIAL FINANCIAL SERVICES, INC., a Delaware corporation, having an office at 825 Third Avenue, New York, New York 10022 (the “Lender”) for one or more loans (collectively, the “Loan”), which Loan will be (a) evidenced by the Note, (b) secured by, among other things, the Las Vegas Deed of Trust and (c) advanced pursuant to the Loan Agreement, all as defined in Exhibit A attached hereto;
LEASEHOLD DEED OF TRUSTLeasehold Deed of Trust • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • New York
THIS LEASEHOLD DEED OF TRUST (this “Deed of Trust”) made the 19th day of December, 2002, by S&W OF LAS VEGAS, L.L.C., a Delaware limited liability company, having an address at c/o The Smith & Wollensky Restaurant Group, Inc., 1114 First Avenue, New York, New York 10021 (the “Grantor”) to FIRST AMERICAN TITLE COMPANY OF NEVADA, INC., as trustee, having an address at 3760 Pecos-McLeod, #7, Las Vegas, Nevada 89121 (the “Trustee”), for the benefit of MORGAN STANLEY DEAN WITTER COMMERCIAL FINANCIAL SERVICES, INC., a Delaware corporation, having an address at 825 Third Avenue, New York, New York 10022 (the “Beneficiary”).
ABSOLUTE ASSIGNMENT OF LEASES AND RENTSAbsolute Assignment of Leases and Rents • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • Nevada
THIS ASSIGNMENT made the 17th day of December, 2002, between S&W OF LAS VEGAS, L.L.C., a Delaware limited liability company, having an office at c/o The Smith & Wollensky Restaurant Group, Inc., 1114 First Avenue, New York, New York 10021 (the “Assignor”) and MORGAN STANLEY DEAN WITTER COMMERCIAL FINANCIAL SERVICES, INC., a Delaware corporation, having an office at 825 Third Avenue, New York, New York 10022 (the “Assignee”).
SECOND AMENDMENT TO CONTRACTContract of Sale • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
This Second Amendment to Contract (“Amendment”) is entered into by and among (i) TOLL ROAD TEXAS LAND COMPANY, L.P., a Texas limited partnership (“TTLC”), (ii) TOLLWAY 76, L.P., a Washington limited partnership (“T76”), and (iii) THE SMITH & WOLLENSKY RESTAURANT GROUP, INC., a Delaware corporation (“Purchaser”). TTLC and T76 are hereinafter collectively referred to as the “Seller”.
JOINT AND SEVERAL HAZARDOUS MATERIAL GUARANTY AND INDEMNIFICATION AGREEMENTHazardous Material Guaranty and Indemnification Agreement • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
WHEREAS, MORGAN STANLEY DEAN WITTER COMMERCIAL FINANCIAL SERVICES, INC., a Delaware corporation, having an office at 825 Third Avenue, New York, New York 10022 (the “Lender”) has agreed to make one or more loans (collectively, the “Loan”) to S&W OF LAS VEGAS, L.L.C., a Delaware limited liability company, having an office at c/o The Smith & Wollensky Restaurant Group, Inc., 1114 First Avenue, New York, New York 10021 (the “Borrower”), which Loan will be (a) evidenced by the Note, (b) secured by, among other things, the Deed of Trust and (c) advanced pursuant to the Loan Agreement, all as defined in Exhibit A attached hereto; and
DEED OF TRUSTDeed of Trust • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • New York
THIS DEED OF TRUST (this “Deed of Trust”) made the nineteenth day of December, 2002, by DALLAS S&W, L.P., a Texas limited partnership, having an address at c/o The Smith & Wollensky Restaurant Group, Inc. (the “Grantor”), 1114 First Avenue, New York, New York 10021 to CHRISTOPHER MAYROSE (“Trustee”), for the benefit of MORGAN STANLEY DEAN WITTER COMMERCIAL FINANCIAL SERVICES, INC., a Delaware corporation, having an address at 825 Third Avenue, New York, New York 10022 (the “Beneficiary”).
FOURTH AMENDMENT TO CONTRACTContract of Sale • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
This Fourth Amendment to Contract (“Amendment”) is entered into by and among (i) TOLL ROAD TEXAS LAND COMPANY, L.P., a Texas limited partnership (“TTLC”), (ii) TOLLWAY 76, L.P., a Washington limited partnership (“T76”), and (iii) THE SMITH & WOLLENSKY RESTAURANT GROUP, INC., a Delaware corporation (“Purchaser”). TTLC and T76 are hereinafter collectively referred to as the “Seller”.
LEASE TERMINATION AGREEMENTLease Termination Agreement • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
This Lease Termination Agreement (this “Agreement”), dated as of January 31, 2002, by and between PENNSYLVANIA PLAZA ASSOCIATES, a District of Columbia limited partnership (“Landlord”), and M.O.C. OF MIAMI, LLC, a Delaware limited liability company (“Tenant”).
ContractRestaurant Management Agreement • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
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").
SECURITY AGREEMENTSecurity Agreement • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • New York
SECURITY AGREEMENT dated as of December 19th, 2002 made by DALLAS S&W, L.P., a Texas limited partnership (the “Grantor”) to MORGAN STANLEY DEAN WITTER COMMERCIAL FINANCIAL SERVICES, INC., a Delaware corporation (the “Lender”).
BILL OF SALE AND ASSIGNMENTBill of Sale and Assignment • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
INTERIM RENT AGREEMENT S & W of Las Vegas, L.L.C. 1114 First Avenue New York, New York 10021 February 6, 2003Interim Rent Agreement • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
Re: That certain Lease with an Option to Purchase dated February 9, 1998 between The Somphone Limited Partnership (“Lessor”) and S & W of Las Vegas, L.L.C. (“Lessee”), as amended by that certain First Amendment to Lease Agreement dated May 8, 1998 between Lessor and Lessee (together, the “Lease”)
ContractLease Contract • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • Texas
THIS LEASE CONTRACT entered into by and between “Landlord” and “Tenant” on date set forth hereinbelow, in accordance with the terms and conditions hereinafter set forth.
CONTRACT OF SALEContract of Sale • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • Texas
This Contract of Sale (the “Contract”) is entered into by and among (i) TOLLROAD TEXAS LAND CO., L.P., a Texas limited partnership (“TTLC”), (ii) TOLLWAY 76, L.P., a Washington limited partnership (“T76”), and (iii) THE SMITH & WOLLENSKY RESTAURANT GROUP, INC., a Delaware corporation (“Purchaser”). TTLC and T76 are hereinafter collectively referred to as the “Seller”.
Consent to Subordinate LienConsent to Subordinate Lien • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
This Consent to Subordinate Lien (“Consent”) is given by TOLL ROAD TEXAS LAND COMPANY, L.P., a Texas limited partnership (“Seller”), in favor of DALLAS S&W, L.P., a Texas limited partnership (“Purchaser”).
TERM LOAN AGREEMENT Dated as of December 17th, 2002 Between S&W OF LAS VEGAS, L.L.C.Term Loan Agreement • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • New York
Use of Proceeds: $1,350,000.00 of the proceeds of the Advance shall be available (and the Borrower agrees that it shall use such proceeds or cause such proceeds to be used) solely for lawful business purposes. $550,000.00 of the proceeds of the Advance shall be available (and the Borrower agrees that it shall use such proceeds or cause such proceeds to be used) for the sole purpose of prepaying the first principal installment due under the First Dallas Deed of Trust. No proceeds of the Loan will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock.
THIRD AMENDMENT TO CONTRACTContract • March 31st, 2003 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
This Third Amendment to Contract (“Amendment”) is entered into by and among (i) TOLL ROAD TEXAS LAND COMPANY, L.P., a Texas limited partnership (“TTLC”), (ii) TOLLWAY 76, L.P., a Washington limited partnership (“T76”), and (iii) THE SMITH & WOLLENSKY RESTAURANT GROUP, INC., a Delaware corporation (“Purchaser”). TTLC and T76 are hereinafter collectively referred to as the “Seller”.
