EXHIBIT 10.99
CONTRACT OF SALE
between
S & W OF LAS VEGAS, L.L.C.
and
METROFLAG SW, LLC
Dated:
as of March 23, 2005
CONTRACT OF SALE
THIS AGREEMENT (this "Agreement") made as of this 23rd day of March, 2005
between S&W OF LAS VEGAS, L.L.C., a Delaware limited liability company, having
an address at c/o The Smith & Wollensky Restaurant Group, 1114 First Avenue, New
York, New York
10021 ("Seller") and METROFLAG SW, LLC, a Delaware limited
liability company, having an address c/o Flag Luxury Properties, LLC, 650
Madison Avenue, 15th Floor, New York, New York
10022 ("Purchaser").
W I T N E S S E T H
WHEREAS, Seller is the lessee of that certain real property (the "Land") and the
improvements thereon located (the "Improvements") in the County of Clark, State
of Nevada, known as 3767 Las Vegas Boulevard South, Las Vegas, Nevada, as more
particularly described on Schedule 1 annexed hereto and made a part hereof
(collectively, the "Property"), pursuant to that certain Lease With an Option to
Purchase, dated February 9, 1998, between The Somphone Limited Partnership, as
lessor ("Lessor"), and Seller, as tenant, as amended by that certain First
Amendment to Lease Agreement, dated May 8, 1998, and as further amended by that
certain Second Amendment to Lease Agreement, dated April 29, 2003 (as amended,
the "Existing Lease");
WHEREAS, pursuant to the terms of the Existing Lease, Seller, as tenant, has a
right and option to purchase the Property from Lessor, all as more particularly
described in the Existing Lease;
WHEREAS, Seller and Purchaser desire to consummate transactions pursuant to
which Seller shall exercise tenant's option to purchase the Property from
Lessor, whereupon (i) Seller shall sell and assign, and Purchaser shall accept
and assume, the Existing Lease, (ii) Purchaser shall close upon the purchase of
the Property from Lessor, and (iii) Purchaser and Seller shall enter into a
lease agreement pursuant to which Seller shall lease certain portions of the
Property from Purchaser, all as more particularly described herein.
NOW THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Seller and Purchaser agree as follows:
1.
DEFINED TERMS. ANY CAPITALIZED TERMS USED HEREIN BUT NOT
SPECIFICALLY DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED THERETO IN THE
EXISTING LEASE.
2.
SALE-PURCHASE, ETC.
SELLER AGREES TO SELL, ASSIGN AND CONVEY TO
PURCHASER, AND PURCHASER AGREES TO PURCHASE, ACCEPT AND ASSUME FROM SELLER,
(I) THE EXISTING LEASE, AND (II) THE SUBLEASES (AS HEREINAFTER DEFINED), SUBJECT
TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE EXISTING LEASE
(COLLECTIVELY, THE "LEASE ASSIGNMENT").
PURCHASER AGREES TO PURCHASE FEE TITLE
TO THE PROPERTY FROM LESSOR PURSUANT TO THE OPTION (AS DEFINED IN THE EXISTING
LEASE) (THE "PROPERTY PURCHASE"), AND TO LEASE CERTAIN PORTIONS OF THE PROPERTY
(THE "LEASED PREMISES") TO SELLER PURSUANT TO THE LEASEBACK LEASE (AS
HEREINAFTER DEFINED), SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE
EXISTING LEASE AND THE LEASEBACK