TENANTS CORPORATION APPURTENANT TO THE SPACE KNOWN AS THE PARK AVENUE
CAFÉ TOWNHOUSE (THE "TOWNHOUSE SPACE"), FOR A PURCHASE PRICE OF $850,000.
LANDLORD AND TENANT HEREBY AGREE THAT SIMULTANEOUSLY WITH THE CLOSING AS
CONTEMPLATED IN THE TOWNHOUSE CONTRACT, LANDLORD AND TENANT SHALL ENTER INTO AN
AMENDMENT OF THE LEASE (THE "TOWNHOUSE LEASE AMENDMENT") IN THE FORM ATTACHED AS
EXHIBIT B.
5.
NOTWITHSTANDING ANYTHING CONTAINED IN
SECTION 48 TO THE CONTRARY, SECTIONS 48(B) AND 48(E) OF THE LEASE SHALL NOT
APPLY TO A TRANSFER OR ASSIGNMENT OF THE LEASE TO (A) ANY PERSON, FIRM OR ENTITY
IN CONNECTION WITH THE ACQUISITION BY SAID PERSON, FIRM OR ENTITY OR AN
AFFILIATE (AS DEFINED HEREIN) THEREOF, OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS
OR STOCK OF THE
3
SMITH & WOLLENSKY RESTAURANT GROUP, INC. IN A SINGLE TRANSACTION OR A SERIES OF
RELATED TRANSACTIONS, PROVIDED THAT ALAN N. STILLMAN OR MICHAEL STILLMAN
CONTINUE TO MANAGE THE DAY-TO-DAY OPERATIONS AT THE DEMISED PREMISES AFTER SUCH
ACQUISITION AND THROUGHOUT THE EXTENDED TERM OF THE LEASE OR (B) ANY OF THE
FOLLOWING INDIVIDUALS OR TO ANY AFFILIATE OF OR A FIRM OR ENTITY CONTROLLED (AS
DEFINED HEREIN) BY EITHER ALAN N. STILLMAN OR MICHAEL STILLMAN.
AS USED IN THIS
PARAGRAPH 5, THE TERM "AFFILIATE" MEANS A PROPRIETORSHIP, CORPORATION,
PARTNERSHIP, UNINCORPORATED ASSOCIATION OR OTHER PERSON OR ENTITY "CONTROLLING",
"CONTROLLED" BY OR UNDER COMMON "CONTROL" WITH SUCH TENANT ENTITY.
THE WORDS
"CONTROLLING", "CONTROLLED" AND "CONTROL" SHALL HAVE THE MEANINGS GIVEN THEM
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
6.
ANY NOTICE, DEMAND OR COMMUNICATION
WHICH, UNDER THE TERMS OF THIS LEASE OR UNDER ANY STATUTE OR MUNICIPAL
REGULATION MUST OR MAY BE GIVEN OR MADE BY THE PARTIES HERETO, SHALL BE IN
WRITING AND GIVEN OR MADE BY (I) HAND DELIVERY, (II) MAILING THE SAME BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR (III) BY NATIONALLY
RECOGNIZED OVERNIGHT COURIER SERVICE (E.G., FEDERAL EXPRESS) ADDRESSED TO THE
PARTY FOR WHOM INTENDED AT ITS ADDRESS AS SET FORTH IN THIS AGREEMENT.
A COPY
OF ALL NOTICES TO LANDLORD SHALL BE SENT IN LIKE MANNER TO STROOCK & STROOCK &
LAVAN LLP, 180 MAIDEN LANE, NEW YORK, NEW YORK 10038, ATTENTION: RICHARD
SIEGLER, ESQ., AND A COPY OF ALL NOTICES TO TENANT SHALL BE SENT IN LIKE MANNER
TO PRYOR CASHMAN SHERMAN & FLYNN LLP, 410 PARK AVENUE, 10TH FLOOR, NEW YORK, NEW
YORK 10022, ATTENTION: THOMAS J. MALMUD, ESQ.
EITHER PARTY, HOWEVER, MAY
DESIGNATE SUCH NEW OR OTHER ADDRESS TO WHICH SUCH NOTICES, DEMANDS OR
COMMUNICATIONS THEREAFTER SHALL BE GIVEN, MADE OR MAILED BY NOTICE GIVEN IN THE
MANNER PRESCRIBED HEREIN.
ANY SUCH NOTICE, DEMAND OR COMMUNICATION SHALL BE
DEEMED GIVEN OR SERVED, AS THE CASE MAY BE, (I) WHEN DELIVERED BY HAND, (II)
THREE (3) BUSINESS DAYS AFTER THE DATE OF THE MAILING, OR (III) ONE (1) BUSINESS
DAY AFTER THE DELIVERY TO SUCH OVERNIGHT COURIER SERVICE FOR NEXT BUSINESS DAY
DELIVERY.
7.
LANDLORD AND TENANT REPRESENT AND
WARRANT TO THE OTHER THAT IT