Exhibit 10.106
DEED OF TRUST
THIS DEED OF TRUST (this "Deed of Trust") is made as of the 27th day of January
2006, by DALLAS S&W, L.P., a Texas limited partnership, having an address at c/o
The Smith & Wollensky Restaurant Group, Inc. (the "Grantor"), 1114 First Avenue,
New York, New York 10021 to CHRISTOPHER MAYROSE ("Trustee"), for the benefit of
MORGAN STANLEY DEAN WITTER COMMERCIAL FINANCIAL SERVICES, INC., a Delaware
corporation, having an address at 2000 Westchester Avenue, Purchase, New York
10577 (the "Beneficiary").
W I T N E S S E T H:
WHEREAS, the Grantor is the owner of the premises described in Exhibit A
attached hereto (the "Premises");
WHEREAS, subject to the terms of a certain Line of Credit Agreement of even date
herewith among the Beneficiary, The Smith & Wollensky Restaurant Group, Inc.
(the "Borrower") and the Grantor (such agreement and any and all amendments,
modifications, extensions, renewals or replacements thereto, is referred to
herein as the "Loan Agreement" all capitalized terms used herein which are not
defined herein shall have the meanings given to them in the Loan Agreement), the
Beneficiary has agreed to extend a line of credit (the "Loan") to the Borrower,
which Loan is evidenced by a Revolving Credit Note of even date herewith in the
principal amount of up to Five Million and 00/100 ($5,000,000.00) Dollars, with
final payment due on January __, 2009 (or on such earlier date on which the
Termination Date (as defined in the Loan Agreement) may occur (as the same may
be amended or restated from time to time, the "Note");
WHEREAS, the Grantor has guarantied all of the obligations of Borrower, now or
hereafter evidenced by the Note, the Loan Agreement and the other Loan Documents
(as defined herein) pursuant to a certain Guaranty of Payment of even date
herewith (the "Guaranty") made by the Grantor to the Beneficiary;
NOW THEREFORE, IN CONSIDERATION OF THE USES AND TRUSTS (the "Trust") ESTABLISHED
AND CONTINUED BY THIS DEED OF TRUST AND IN CONSIDERATION OF TEN DOLLARS ($10)
AND OTHER VALUABLE CONSIDERATION PAID BEFORE DELIVERY OF THIS DEED OF TRUST BY
EACH OF THE TRUSTEE AND THE BENEFICIARY TO THE GRANTOR, WHO HEREBY ACKNOWLEDGES
ITS RECEIPT AND THAT IT IS REASONABLY EQUIVALENT VALUE FOR THIS DEED OF TRUST
AND ALL OTHER SECURITY AND RIGHTS GIVEN BY THE GRANTOR, AND TO SECURE PAYMENT OF
PRINCIPAL AND LAWFUL
INTEREST AND PERFORMANCE OF THE FOLLOWING OBLIGATIONS (collectively, the
"Obligations"):
(i)
Prompt payment and performance of all obligations of the Grantor
under, with respect to and arising in connection with the Loan Agreement, the
Guaranty, this Deed of Trust and the other Loan Documents to which the Grantor
is a party, including without limitation, all obligations to the Beneficiary for
fees, costs and expenses, including attorneys' fees, as provided herein or
therein;
(ii)
Payment of all sums advanced by the Beneficiary or the Trustee to
protect the Trust Property (as defined herein), with interest thereon at the
Default Rate (as