0001104659-07-024730 Sample Contracts

CONTRACT OF SALE
Contract of Sale • April 2nd, 2007 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • Texas

This Contract of Sale (the “Contract”) is entered into by and between (i) DALLAS S & W, L.P., a Texas limited partnership (“Seller”) and RELENTLESS PROPERTIES, LLC (“Purchaser”).

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AMENDMENT TO LINE OF CREDIT AGREEMENT
Line of Credit Agreement • April 2nd, 2007 • Smith & Wollensky Restaurant Group Inc • Retail-eating places

This AMENDMENT TO LINE OF CREDIT AGREEMENT, dated as of March 23, 2007 (this “Agreement”) amends that certain Line of Credit Agreement dated as of January 27, 2006, by and among THE SMITH & WOLLENSKY RESTAURANT GROUP, INC., a Delaware corporation (the “Borrower”), DALLAS S&W LP, a Texas limited partnership (the “Guarantor”), and MORGAN STANLEY COMMERCIAL FINANCIAL SERVICES, INC. (formerly known as Morgan Stanley Dean Witter Commercial Financial Services, Inc.), a Delaware corporation (the “Lender”)

Contract of Sale – Cooperative Apartment
Cooperative Apartment • April 2nd, 2007 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • New York
THIRD MODIFICATION AND RENEWAL OF LEASE
Third Modification and Renewal of Lease • April 2nd, 2007 • Smith & Wollensky Restaurant Group Inc • Retail-eating places

AGREEMENT (hereafter “this Agreement”) made as of the day of December, 2006 (the “Effective Date”) between BEEKMAN TENANTS CORPORATION, a New York corporation having an address at 575 Park Avenue, New York, New York 10021 (hereinafter referred to as “Landlord”) and ATLANTIC & PACIFIC GRILL ASSOCIATES, L.L.C., a New York limited liability company having an address c/o The Smith & Wollensky Restaurant Group, Inc., 880 Third Avenue, New York, New York 10022 (hereinafter referred to as “Tenant”).

January 24, 2007 Sam Goldfinger The Smith & Wollensky Restaurant Group, Inc. 1114 First Avenue New York, NY 10021 Re: S&W New Orleans, LLC Dear Mr. Goldfinger:
Smith & Wollensky Restaurant Group Inc • April 2nd, 2007 • Retail-eating places

As a condition of the approval of the $2,000,000.00 loan made to S&W New Orleans, LLC on May 26, 2004 to Hibernia National Bank (now known as Capital One, N.A.), a Business Loan Agreement was executed of even date containing numerous Events of Default. One such event is as follows:

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