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HIP-IV
HIP-IV Incorporated
135 East 57 th Street
New York, NY 10022
Exhibit 10.25
March 31, 2005
AFC Holdings Corporation
135 East 57 th Street
New York, NY 10022
Dear Sirs,
We act as Managing Member of Hanover
Investors Partners-V, LLC (the Company), a Delaware limited
liability company. As such in accordance with Section 6 (a) of the
Limited Liability Company Agreement we are entitled to receive an
incentive allocation (Incentive Fee) from the Company, unless
otherwise agreed.
In connection with the foregoing, we
confirm to you the following:
To the extent that payments are
received from the Company on account of HIP-IV’s Incentive
Fee we will pay to you (or your designee) promptly after receipt
and calculation of relevant expenses, the net amount of such Fee
remaining after the deductions from the gross amount of such Fee
set forth below:
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(a)
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All legal,
accounting, travel and other costs and expenses of the formation
and operation of HIP-IV reasonably incurred in connection with the
Company other than costs and expenses reimbursed by the Company
pursuant to Section 7 (e) of the Limited Liability Company
Agreement and other than salaries or other compensation (if any)
paid to executive officers of HIP-IV; and
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(b)
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Incentive fees
and other amounts paid or payable by HIP-IV to Hanover Investors
Limited in accordance with the letter agreement dated March ___,
2005 between HIP-IV and Hanover Investors Limited.
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If the foregoing accurately reflects
our understanding and agreement regarding this matter, please
indicate your acceptance by signing a copy of this letter in the
space provided below and returning it to us.
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Yours
faithfully,
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/S/ Edward J.
Bramson
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Edward J.
Bramson
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President-HIP-IV Incor
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