GUARANTY OF PAYMENTGuaranty of Payment • March 26th, 2004 • 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 a line of credit, which line of credit 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 (the “Line of Credit”);
LEASEHOLD DEED OF TRUSTLeasehold Deed of Trust • March 26th, 2004 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
THIS LEASEHOLD DEED OF TRUST (this “Deed of Trust”) made as of the 30th day of January, 2004, 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 26th, 2004 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
THIS ASSIGNMENT made as of the 30th day of January, 2004, 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”).
JOINT AND SEVERAL HAZARDOUS MATERIAL GUARANTY AND INDEMNIFICATION AGREEMENTHazardous Material Guaranty and Indemnification Agreement • March 26th, 2004 • 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 advances under a line of credit 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 line of credit 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 (the “Line of Credit”); and
LINE OF CREDIT AGREEMENT Dated as of January 30, 2004 Between S&W OF LAS VEGAS, L.L.C.Line of Credit Agreement • March 26th, 2004 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • New York
LINE OF CREDIT AGREEMENT, dated as of January 30, 2004 between S&W OF LAS VEGAS, L.L.C., a Delaware limited liability company (the “Borrower”), THE SMITH & WOLLENSKY RESTAURANT GROUP, INC., a Delaware corporation (the “Guarantor”), and MORGAN STANLEY DEAN WITTER COMMERCIAL FINANCIAL SERVICES, INC., a Delaware corporation (the “Lender”).
FIRST AMENDMENT TO COVENANTS AGREEMENTCovenants Agreement • March 26th, 2004 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • New York
This FIRST AMENDMENT TO COVENANTS AGREEMENT dated as of March 17, 2004 (the “Amendment”), amends that certain Covenants Agreement dated as of January 30, 2004, (as may be amended from time to time, the “Covenants Agreement”) among 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 “Borrower”), THE SMITH & WOLLENSKY RESTAURANT GROUP, INC., having an address at 1114 First Avenue, New York, New York 10021 (“S&W Restaurant Group”), DALLAS S&W, L.P. (“S&W Dallas” and, together with S&W Restaurant Group, the “Guarantors”), having an address at c/o The Smith & Wollensky Restaurant Group, Inc., 1114 First Avenue, New York, New York 10021 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 “Lender”). Capitalized terms not defined herein are used herein as de
COVENANTS AGREEMENT AND AMENDMENT TO TERM LOAN AGREEMENTSCovenants Agreement and Amendment to Term Loan Agreements • March 26th, 2004 • Smith & Wollensky Restaurant Group Inc • Retail-eating places
THIS COVENANTS AGREEMENT AND AMENDMENT TO TERM LOAN AGREEMENTS, made as of the 30th day of January, 2004, among 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 “Borrower”), THE SMITH & WOLLENSKY RESTAURANT GROUP, INC., having an address at 1114 First Avenue, New York, New York 10021 (“S&W Restaurant Group”), DALLAS S&W, L.P. (“S&W Dallas” and, together with S&W Restaurant Group, the “Guarantors”), having an address at c/o The Smith & Wollensky Restaurant Group, Inc., 1114 First Avenue, New York, New York 10021 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 “Lender”).
