Exhibit 10.10
TARRAGON SOUTH DEVELOPMENT CORP.
200 East Las Olas Boulevard, Suite 1660
Fort Lauderdale, Florida 33301
October ___, 2005
AGU Entertainment Corp.
3200 West Oakland Park Boulevard
Lauderdale Lakes, Florida 33311
RE: $2,500,000.00 Loan made by Tarragon South Development Corp. to
AGU Entertainment Corp.
Dear Ladies and Gentlemen:
Reference is made to a loan made by Tarragon South Development Corp., a
Nevada corporation ("Lender"), to AGU Entertainment Corp., a Delaware
corporation (Borrower") in the aggregate principal amount of $2,500,000.00 (the
"Loan"), which Loan is evidenced by a Promissory Note, dated the date hereof,
from Borrower payable to the order of Lender in the aggregate principal amount
of $2,500,000.00 (the "Note"), which Note is secured by Third Mortgage Deed and
Security Agreement, dated as of the date hereof, from Borrower in favor of
Lender (the "Mortgage"), which Mortgage encumbers property more particularly
described therein and located in the City of Lauderdale Lakes, Broward County,
Florida (the "Property"). The Note, the Mortgage and any and all other documents
executed in connection with the Loan are hereinafter, collectively, referred to
as the "Loan Documents".
In connection with the closing of the Loan, it came to the attention of
Lender that the Easement (as defined herein) benefits the Property. In order to
obtain adequate title insurance with respect thereto, Fidelity National Title
Insurance Company will need to search (the "Search") in the applicable public
records the properties burdened by the Easement. Lender has agreed to close
without the finality of the performance of the Search, provided, that Borrower
agrees to the terms and conditions of this letter agreement. For purposes of
this letter agreement, the term "Easement" means the easements for installing
and maintaining sewer connections for the benefit of the Property contained in
that certain Warranty Deed recorded in Official Records Book 5161, at Page 325,
of the Public Records of Broward County, Florida.
Accordingly, Borrower understands, acknowledges and agrees that:
1. The Search must be performed no later than November 4, 2005;
2. Upon receipt and review of the Search, Borrower will
immediately provide Lender, at Borrower's sole cost and
expense, as Lender shall require (x) an endorsement to the
Lender's title policy delivered in connection with the Loan
and (y) any update to the survey delivered in connection with
the Loan.
3. No further advances under the Note shall be made by Lender
unless and until the items set forth in 1 and 2 above are
performed on a timely basis and all other conditions to the
making of advances under the Note and the other Loan Documents
are satisfied in all respects.
AGU Entertainment Corp.
October ___, 2005
Page 2
4. In the event that the requirements of this letter agreement
are not strictly adhered to in all respects, the same shall
constitute a default under the Loan Documents entitling Lender
to exercise any and all remedies available to Lender at law
and in equity.
Borrower shall confirm its understanding, acknowledgment and agreement
to the terms hereof by executing this letter where set forth below.
Very truly yours,
TARRAGON SOUTH DEVELOPMENT CORP.,
a Nevada corporation
By: _______________________________
Marcy H. Kammerman
Executive Vice President
MK\pk
UNDERSTOOD, ACKNOWLEDGED AND AGREED.
AGU, Entertainment Corp.,
a Delaware corporation
By:________________________
Name:
Title: