Exhibit 10.50-2


 


SECOND AMENDMENT TO CONTRACT


 


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”.


 


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.


 


B.            Purchaser made certain title objections
pursuant to a letter (the “Title Objection Letter”) from Seller’s counsel dated
August 12, 2002.  Seller responded to
the Title Objection Letter pursuant to a letter (“Seller’s Cure Letter”) from
Seller dated August 22, 2002.  Pursuant
to Article V of the Contract, Purchaser has five days, until August 27, 2002,
to respond to Seller’s Cure Letter.  The
parties desire to extend the time for Purchaser to respond to item 5. (Title
Commitment, Schedule B. Item 10) of Seller’s Cure Letter.


 


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


 


1.             Article V of the Contract is hereby
amended so that Purchaser has until September 21, 2002 to respond to item 5.
(Title Commitment, Schedule B. Item 10) of Seller’s Cure Letter.


 


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.


 

















 


EXECUTED on
this the 17th day of Septebmer, 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 17th 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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