HARBREW IMPORTS LTD. October 25, 2007
EXHIBIT
10.6
HARBREW
IMPORTS LTD.
October
25, 2007
Capstone
Business Credit, LLC
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx,
XX 00000
Capstone
Capital Group I, LLC
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx,
XX 00000
Ladies
and Gentlemen:
Reference
is hereby made to the following documents (each, a “Financing Document”, and
collectively, together with the related agreements executed in connection
therewith, the “Financing Documents”):
A) that
certain Discount Factoring Agreement, dated as of January 22, 2007, between
Harbrew Imports, Ltd., a New York corporation (“Company”) and Capstone Business
Credit, LLC (“CBC”); and
B)
that certain Purchase Order Financing Agreement, dated as of January 22, 2007,
between Company and Capstone Capital Group I, LLC (“CCG”, together with CBC, are
collectively “Capstone”).
In
connection with the Financing Documents, Company acknowledges and agrees as
follows:
1)
Company will promptly provide or cause to be provided all information as may be
requested by Capstone for purposes of compliance with the Patriot Act,
including, without limitation, information that enables Capstone to identify
Company (including its legal name, address, tax ID number and other
information), each guarantor under the Financing Documents, and Company’s
management and direct and indirect owners (including, in the case of
individuals, such individual’s legal name, address, social security number and
date of birth).
2)
Company will cause any acquirer of ten percent (10%) or more of Company’s stock
to execute a guaranty of Company’s obligations to Capstone, in form acceptable
to Capstone, promptly upon the acquisition of such stock by such
party.
1
This
letter agreement (“Agreement”) shall constitute a Financing Document and shall
be subject to the provisions regarding governing law, waiver of jury trial,
jurisdiction and venue applicable to the Financing Documents. In the
event of a conflict between the terms and provisions of this Agreement and the
terms and provisions any Financing Document, the terms and provisions of this
Agreement shall govern. In all other respects, the Financing
Documents, as amended and supplemented hereby, shall remain in full force and
effect.
This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the
same instrument. Delivery of an executed counterpart of this
Agreement by telefacsimile or electronically in portable document format shall
be equally as effective as delivery of an original executed counterpart of this
Agreement. Any party delivering an executed counterpart of this
Agreement by telefacsimile or electronically in portable document format shall
also deliver an original executed counterpart of this Agreement, but the failure
to do so shall not affect the validity, enforceability or binding effect of this
Agreement.
| Very truly yours, | |||
| HARBREW IMPORTS, LTD. | |||
|
|
By:
|
/s/ Xxxxxxx Xxxx XxXxxxx | |
| Name: Xxxxxxx Xxxx XxXxxxx | |||
| Its: President | |||
ACKNOWLEDGED
AND ACCEPTED:
|
CAPSTONE
BUSINESS CREDIT, LLC
By:/s/
Xxxxxx X. Xxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxx
Its: Managing
Member
|
|
CAPSTONE
CAPITAL GROUP I, LLC
By:/s/
Xxxxxx X. Xxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxx
Its: Managing
Member
|
2
