SMITH & WOLLENSKY RESTAURANT GROUP INC
EX. 10.74 - TLA AMENDMENT 8/20/03
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>am0820.txt
<DESCRIPTION>EX. 10.74 - TLA AMENDMENT 8/20/03
<TEXT>
                                                                  EXHIIBIT 10.74


                        AMENDMENT TO TERM LOAN AGREEMENTS
                        ---------------------------------


        THIS  AMENDMENT,  made as of August 20, 2003,  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, Inc., 1114 First Avenue, New York, New York 10021
(the  "Borrower"),  THE SMITH &  WOLLENSKY  RESTAURANT  GROUP,  INC.,  having an
address at 1114 First Avenue, New York, New York 10021 ("S&W Restaurant Group"),
DALLAS S&W, L.P.  ("S&W Dallas" and,  together with S&W  Restaurant  Group,  the
"Guarantors"),  having an address at c/o The Smith & Wollensky Restaurant Group,
Inc., 1114 First Avenue, New York, New York 10021 and MORGAN STANLEY DEAN WITTER
COMMERCIAL FINANCIAL SERVICES, INC., a Delaware corporation, having an office at
825 Third Avenue, New York, New York 10022 (the "Lender").


                              W I T N E S S E T H:
                              - - - - - - - - - -

        WHEREAS,  the Lender, the Borrower and S&W Restaurant Group entered into
a Term Loan Agreement dated August 23, 2002 (the "Original Term Loan Agreement")
in connection with a $4,000,000.00  loan made by the Lender to the Borrower (the
"First Advance Loan"),  and a contemplated loan to the Borrower in the amount of
$10,000,000.00  (the "Term Loan  Balance  Advance"),  which  Original  Term Loan
Agreement was amended by an Amendment to Term Loan  Agreement  dated October 25,
2002 and by a Second  Amendment to Term Loan  Agreement  dated December 24, 2002
(the Original Term Loan Agreement, as so amended, the "First Loan Agreement");

        WHEREAS,  the Lender,  the Borrower and the  Guarantors  entered into an
additional  Term Loan  Agreement  dated  December  24,  2002 (the  "Second  Loan
Agreement" and, together with the First Loan Agreement,  the "Loan  Agreements")
in  connection  with a  $1,900,000.00  loan (the "Second Term Loan") made by the
Lender to the Borrower;

        WHEREAS,  the First Advance Loan is secured by, among other things,  the
Deed of Trust (as defined in the First Loan  Agreement) and the Second Term Loan
is secured by,  among other  things,  the Las Vegas Deed of Trust (as defined in
the Second Loan  Agreement),  each of which deeds of trust encumbers the Subject
Lease (as defined in the First Loan Agreement);

        WHEREAS,  pursuant to a certain Payment  Guaranty dated August 23, 2002,
S&W Restaurant Group guaranteed, among other matters, the Borrower's obligations
under the First Loan  Agreement (the "First Loan  Guaranty"),  and pursuant to a
certain Payment Guaranty dated December 24, 2002, the Guarantors  guaranteed the
Borrower's  obligations  under the  Second  Loan  Agreement  (the  "Second  Loan
Guaranty");



<PAGE>



        WHEREAS, in connection with the First Advance Loan, the Borrower and S&W
Restaurant  Group  entered into a certain Joint and Several  Hazardous  Material
Guaranty and Indemnity  Agreement  dated August 23, 2002, in favor of the Lender
(the "First Loan  Environmental  Guaranty"),  and in connection  with the Second
Term Loan,  the Borrower,  S&W  Restaurant  Group and S&W Dallas  entered into a
certain Joint and Several Hazardous  Material  Guaranty and Indemnity  Agreement
dated December 24, 2002 (the "Second Loan Environmental Guaranty");

        WHEREAS,  the Borrower  has  modified the Subject  Lease to, among other
things,  modify the rent,  the purchase  price,  and certain other payment terms
with  respect  to  the  purchase  option  under  the  Subject  Lease,  and  such
modification required the Lender's consent; and

        WHEREAS,  the Lender's consent to such modification was conditioned upon
the terms and conditions of set forth in this Amendment;

        NOW, THEREFORE,  in consideration of Ten ($10.00) Dollars and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged  by each of the  parties  hereto,  and in order to modify  the Loan
Agreements,  the parties  hereto  agree for  themselves,  their  successors  and
assigns as follows:


        1. Except as otherwise provided in this Amendment, all capitalized terms
used,  but not defined in this  Amendment  shall have the meanings given to such
terms in the First Loan Agreement.

        2. The  parties  confirm  their  agreement  and  understanding  that the
Commitment to make the Term Loan Balance  Advance under the First Loan Agreement
terminated effective as of April 30, 2003. Simultaneously herewith, the Borrower
has paid the Lender the sum of $25,417.00 in payment of the unused  availability
fee for such Commitment for the period from the end of the last quarterly period
to April 30, 2003.

        3. The  following  covenant  is added to  Schedule  II of the First Loan
Agreement and Schedule II of the Second Loan Agreement:

               "(g)  Collateral  Account.  (i) On the date hereof,  the Borrower
        shall  deposit  $75,000.00 in the MS  BusinesScape  Account for Business
        maintained  by the  Borrower  at Morgan  Stanley  DW Inc.,  Account  No.
        476-035597-427 (the "Retail Cash Account"), and thereafter commencing on
        August 1 and on the 1st day of each calendar  month during the Term, the
        Borrower  shall  deposit an  additional  $25,000.00  in the Retail  Cash
        Account.  The Borrower has granted the Lender a security interest in the
        Retail  Cash  Account  pursuant  to the  Security  Agreement  (Financial
        Assets),  and the Borrower,  the Lender and Morgan  Stanley DW Inc. have
        entered into a certain Account Control Agreement dated as of the date of
        this  Amendment  (the  "Account  Control  Agreement")


                                      -2-
<PAGE>



        to set forth the respective  parties rights and claims in respect of the
        income,  dividends,  earnings,  profits and  proceeds  of the  financial
        assets contained in the Retail Cash Account. The Borrower, promptly upon
        request by the Lender, shall do, execute,  acknowledge,  deliver,  file,
        re-file,  and perform all such  further acts to evidence and perfect the
        Lender's security interest in the Retail Cash Account."


        4. (a) The  following  terms are added to Schedule I to each of the Loan
Agreements, in their respective alphabetical order:

               "Account  Control  Agreement"  has  the  meaning  given  to it in
               paragraph (g) of Schedule II.

               "Retail Cash  Account"  has the meaning  given to it in paragraph
               (g) of Schedule II.

               "Security  Agreement   (Financial  Assets)"  means  the  Security
               Agreement (Financial Assets) dated as of the date hereof, made by
               the Borrower to the Lender.

               (b) Schedule I to the First Loan Agreement is further  amended to
        delete the definition of the term  "Collateral  Documents" and to insert
        the following in its place:

                        "Collateral Documents" means the Security Agreement, the
                        Security Agreement (Financial Assets), the Deed of Trust
                        and the Assignment of Leases."

               (c) Schedule I to the Second Loan Agreement is further amended to
        delete the definition of the term  "Collateral  Documents" and to insert
        the following in its place:

                        "Collateral  Documents"  means the Security  Agreements,
                        the Security Agreement  (Financial Assets),  the Deed of
                        Trusts and the Las Vegas Assignment of Leases."


        5. S&W Restaurant Group (and in the case of the First Loan Environmental
Guaranty,  the Borrower)  confirms and reaffirms its obligations under the First
Loan  Agreement,  the  First  Loan  Guaranty  and the First  Loan  Environmental
Guaranty  and  agrees  that  the  Borrower's  obligations  as  modified  by this
Amendment  shall be "Debt"  under the First  Loan  Guaranty  and the First  Loan
Environmental  Guaranty.  Each of the Guarantors (and, in the case of the Second
Loan   Environmental   Guaranty,   the  Borrower)  confirms  and  reaffirms  its
obligations  under the Second Loan  Agreement,  the Second Loan Guaranty and the
Second Loan Environmental Guaranty and agrees that the Borrower's obligations as
modified by this  Amendment  shall be "Debt" under the Second Loan  Guaranty and
the Second Loan Environmental Guaranty.


                                      -3-
<PAGE>



        6. The parties  confirm and agree that the  obligations  of the Borrower
under this  Amendment  shall be one of the "Secured  Obligations"  under (a) the
Security Agreement (as defined in the First Loan Agreement) and (b) the Security
Agreements (as defined in the Second Loan Agreement).


        7. This  Amendment  sets forth the entire  understanding  of the parties
with respect to the modification to the First Loan Agreement and the Second Loan
Agreement.   The  Borrower  acknowledges  that  no  oral  or  other  agreements,
conditions,  promises,  understandings,  representations  or warranties exist in
regard to its  obligations  under,  or the subject  matter of,  this  Amendment,
except those specifically set forth herein and therein.

        8. As  specifically  modified  and  restated  herein,  all of the terms,
covenants,  conditions  and  stipulations  contained  in each of the First  Loan
Agreement and the Second Loan Agreement are hereby ratified and confirmed in all
respects, shall continue to apply with full force and effect.

        9.  Neither this  Amendment  nor any  provision  hereof may be modified,
amended,  changed,  waived,  discharged  or  terminated  orally,  but only by an
instrument  in  writing  signed by the party  against  whom  enforcement  of the
change, waiver, discharge or termination is sought.

        10. This Amendment may be executed in one or more  counterparts  each of
which shall be an original but all of which when taken together shall constitute
one and the same instrument.

        11. This Amendment is and shall be deemed to be a contract  entered into
pursuant  to the laws of the  State of New York  and  shall in all  respects  be
governed,  construed,  applied and enforced in  accordance  with the laws of the
State of New York.

        12. The Borrower agrees to submit to personal  jurisdiction in the State
of New York in any  action  or  proceeding  arising  out of this  Amendment.  In
furtherance  of such  agreement,  the Borrower  hereby  agrees and consents that
without limiting other methods of obtaining jurisdiction,  personal jurisdiction
over the  Borrower in any such action or  proceeding  may be obtained  within or
without the  jurisdiction  of any court located in New York and that any process
or notice of motion or other  application  to any such court in connection  with
any such action or  proceeding  may be served upon the Borrower by registered or
certified  mail to, or by  personal  service  at, the last known  address of the
Borrower, whether such address be within or without the jurisdiction of any such
court. The Borrower  further agrees that the venue of any litigation  arising in
connection with the indebtedness, or in respect of any of the obligations of the
Borrower under this Amendment,  shall, to the extent permitted by law, be in New
York County.


                                      -4-
<PAGE>



        13. This  Amendment is binding upon,  and shall inure to the benefit of,
the parties hereto and their respective successors and assigns.

        14.  Nothing  in this  Amendment  is  intended  to or shall be deemed to
create any rights or  obligations  of  partnership,  joint  venture,  or similar
association among the parties hereto.

        15. If any term,  covenant,  provision or  condition  of this  Amendment
shall be held to be  invalid,  illegal or  unenforceable  in any  respect,  this
Amendment  shall  be  construed  without  such  term,  covenant,   provision  or
condition.

        16. The parties hereto hereby irrevocably and unconditionally  waive any
and all rights to trial by jury in any action,  suit or counterclaim  arising in
connection with, out of or otherwise related to this Amendment.







                                      -5-
<PAGE>



        IN WITNESS  WHEREOF,  the parties have executed this Amendment as of the
day and year first above written.


                           S&W OF LAS VEGAS, L.L.C.,
                           a Delaware limited liability company

                           By:     The Smith & Wollensky Restaurant Group, Inc.,
                                   a Delaware corporation, its Majority Member


                                   By: /s/ James Dunn
                                       ------------------
                                       James Dunn
                                       Authorized Officer

                           SMITH & WOLLENSKY RESTAURANT GROUP, INC.,
                           a Delaware corporation


                           By: /s/ James Dunn
                               ------------------
                               James Dunn
                               Authorized Officer


                           DALLAS S&W, L.P.
                           By:  S&W of Dallas LLC, general partner


                           By: /s/ James Dunn
                               ------------------
                               Name:  James Dunn
                               Title: President of its Sole Member


                           MORGAN STANLEY DEAN WITTER COMMERCIAL FINANCIAL
                           SERVICES, INC.


                           By: /s/ Roman Mordkovich
                               ------------------------
                               Name:  Roman Mordkovich
                               Title: Vice President


                              -6-
<PAGE>




STATE OF NEW YORK     )
                      )  ss.:
COUNTY OF NEW YORK    )

        On the 28th day of July in the year 2003, before me, the undersigned,  a
Notary Public in and for said State,  personally appeared James Dunn, personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his  capacity,  and that by his signature on the
instrument,  the  individual,  or the person upon behalf of which the individual
acted, executed the instrument.

                                            /s/ Maria A. Chang
                                            -------------------------------
                                            Notary Public



STATE OF NEW YORK     )
                      )  ss.:
COUNTY OF NEW YORK    )

        On the 28th day of July in the year 2003, before me, the undersigned,  a
Notary Public in and for said State,  personally appeared James Dunn, personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his  capacity,  and that by his signature on the
instrument,  the  individual,  or the person upon behalf of which the individual
acted, executed the instrument.

                                            /s/ Maria A. Chang
                                            -------------------------------
                                            Notary Public

STATE OF NEW YORK     )
                      )  ss.:
COUNTY OF NEW YORK    )

        On the 28th day of July in the year 2003, before me, the undersigned,  a
Notary Public in and for said State, personally appeared ______________________,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that he executed the same in his  capacity,  and that by his
signature on the instrument,  the individual, or the person upon behalf of which
the individual acted, executed the instrument.

                                            /s/ Maria A. Chang
                                            -------------------------------
                                            Notary Public


                                      -7-
<PAGE>



STATE OF NEW YORK     )
                      )  ss.:
COUNTY OF NEW YORK    )

        On the 28th day of July in the year 2003, before me, the undersigned,  a
Notary  Public in and for said  State,  personally  appeared  Roman  Mordkovich,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that he executed the same in his  capacity,  and that by his
signature on the instrument,  the individual, or the person upon behalf of which
the individual acted, executed the instrument.

                                            /s/ Eva Marie Aromi
                                            -------------------------------
                                            Notary Public



                                      -8-


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