Exhibit 10.50-3


 


THIRD AMENDMENT TO CONTRACT


 


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”.


 


R  E  C  I
T  A  L  S  :


 


A.            Purchaser and Seller
have entered into that certain Contract of Sale, dated on or about July 19,
2002 (the “Contract”) by which Purchaser agreed to purchase certain improved
real property from Seller.  The Contract
was amended by that certain First Amendment to Contract and that certain Second
Amendment to Contract.


 


B.            Purchaser requests that Seller
deliver an indemnity to Purchaser in the form of Exhibit “A” attached hereto at
closing.  Seller agrees to such request.


 


NOW,
THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE COVENANTS CONTAINED HEREIN,
THE PARTIES DO HEREBY AGREE AS FOLLOWS:


 


1.             Article X of the Contract is hereby
amended to add the following new paragraph g: 
“g.      Deliver to Purchaser the
Indemnity attached hereto as Exhibit “A”, executed by TTLC and T76.”


 


2.             Capitalized terms which are not
defined herein shall have the same meaning as set forth in the Contract.  All provisions of the Contract shall remain
in full force and effect except as expressly modified herein.


 


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EXECUTED on
this the 19th day of September, 2002.


 


 


	
   

  	
   

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TOLL ROAD TEXAS LAND COMPANY, L.P., a

  Texas limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:  Tollway Land Company,
  L.L.C., a Washington

  limited liability company, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Calvin C. Chandler

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Calvin C. Chandler

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TOLLWAY 76, L.P., a Washington limited

  
	
   

  	
   

  	
   

  	
  partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:  RAM International GP,
  LLC, a Washington

  limited liability company, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jeffery B. Iverson Jr.

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeffery B. Iverson Jr.

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED on this the 19th day of September,
  2002.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THE SMITH & WOLLENSKY RESTAURANT

  GROUP, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ James M. Dunn

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James M. Dunn

  
	
   

  	
   

  	
   

  	
  Its:

  	
  President

  
									



 


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EXHIBIT “A”


 


INDEMNITY


 


This Indemnity is entered into by (i) TOLL
ROAD TEXAS LAND COMPANY, L.P., a Texas limited partnership (“TTLC”), and (ii) TOLLWAY 76, L.P., a Washington
limited partnership (“T76”), in favor of (iii) THE SMITH & WOLLENSKY
RESTAURANT GROUP, INC., a Delaware corporation (“Purchaser”).


 


A.            TTLC, T76, and Purchaser have
entered into that certain Contract of Sale dated October 19, 2002 (the
“Contract”), whereby TTLC and T76 agreed to sell and convey certain real and
personal property to Purchaser, which real property is described on Exhibit “A”
attached hereto (the “Real Property”).


 


B.            In the course of Purchaser’s due
diligence, Purchaser was unable to confirm whether TTLC had complied with
Article Two, Section 3 of that certain Modification of the Declaration for the
Jackson Property and Restated Declaration of Covenants, Conditions and
Restrictions for a Certain 27.74 Acre Portion of the Jackson Property (the
“Declaration”), which was recorded in Volume 1493, Page 536 of the Real
Property Records of Collin County, Texas. 
More specifically, Purchaser was unable to confirm whether the
Architectural Control Committee referenced in the Declaration had approved the
plans and specifications for TTLC’s improvements on the Real Property.


 


C.            Purchaser is willing to proceed with
the closing of the purchase of the Real Property under the Contract, but only
if TTLC and T76 agree to indemnify Purchaser as set forth herein.


 


NOW, THEREFORE,
in consideration of the premises, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, TTLC and T76,
jointly and severally, hereby agree to indemnify, defend, protect, save and
hold harmless Purchaser against, and will reimburse Purchaser on demand for,
any damages, costs, expenses (including attorneys fees), claims, or
liabilities, Purchaser may have or suffer as a result of TTLC’s failure, or
alleged failure, to obtain Architectural Control Committee approval for the
plans and specifications for the improvements placed on the Real Property by
TTLC and its predecessors.  This
agreement shall be binding on, and inure to the benefit of, the parties and
their successors and assigns.


 


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EXECUTED on this the
                 
day of October, 2002.


 


	
   

  	
   

  	
  TOLL ROAD
  TEXAS LAND COMPANY, L.P., a

  Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Tollway Land Company, L.L.C., a Washington

  limited liability company, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TOLLWAY 76,
  L.P., a Washington limited

  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  RAM International GP, LLC, a Washington

  limited liability company, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
					



 


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EXHIBIT
“A”


 


 


Lot 8, Block C of Greenway
Addition, an addition to the City of Dallas, Collin County, Texas, according to
the plat thereof recorded in Volume J, Page 599, Map Records, Collin County,
Texas.


 


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