Payment Forbearance and Cure Agreement between Fidelity Holdings, Inc. and Strong River Investments, Inc. & Montrose Investments Ltd. (November 21, 2000)

Summary

Fidelity Holdings, Inc. entered into this agreement with Strong River Investments, Inc. and Montrose Investments Ltd. after defaulting on two promissory notes. The investors agree not to take action on the default if Fidelity makes a series of scheduled payments by specified dates. If Fidelity misses any payment, the notes become immediately due and payable. This agreement does not waive any investor rights or reduce Fidelity’s obligations under the original notes.

EX-10.86 7 y47358ex10-86.txt LETTER DATED 11/21/2000 1 Exhibit 10.86 ROBINSON SILVERMAN PEARCE ARONSOHN & BERMAN LLP 1290 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10104 ###-###-#### FACSIMILE: (212) 541-4630 WEB: www.robinsonsilverman.com November 21, 2000 WRITER'S DIRECT NUMBER: 212 ###-###-#### WRITER'S DIRECT FACSIMILE: 212 ###-###-#### WRITER'S E-MAIL ADDRESS: ***@*** VIA FACSIMILE Fidelity Holdings, Inc. 80-02 Kew Gardens Road, Suite 5000 Kew Gardens, New York 11415 Attn: Bruce Bendell, Chairman Re: Promissory Notes, dated September 11, 2000, of Fidelity Holdings, Inc. (the "Company"), in favor of Strong River Investments, Inc. and Montrose Investments Ltd. (the "Investors"), each in the principal amount of $1,375,000.00 (the "Notes"). Gentlemen: The Company is in breach of its obligations under the Notes and the Investors have given to the Company notice of such breach. However, the Company has requested that the Investors agree that if the Company timely makes each of the following payments to each of the Investors, the default should have been cured and the Notes shall be deemed paid in full: An initial payment of $416,666 to both Investors will be made by not later than 4:00 PM (New York time) on the date of this letter (the "Initial Payment"). A second payment of $416,666 to both Investors will be made by not later than 4:00 PM (New York time) on December 21, 2000 and additional six payments of $250,000 to both Investors on each of the following dates: December 29, 2000, February 21, 2001, March 21, 2001, April 20, 2001, May 21, 2001 and June 21, 2001 (each, a "Payment Due Date"). Payments shall be deemed as paid only upon receipt of wire transfers to the Investors accounts attached hereto by 4:00 PM (New York time) on a Payment Due Date. The Investors shall not take any action on account of the existing defaults by the Company as long as the Company makes the Initial Payment and all subsequent payments timely and in accordance with this letter, provided, that if any other default occurs under the Notes, the Investors may take such action as they deem appropriate without regard to the terms of this letter. If the Company fails to timely make the Initial Payment to each of the Investors, or any of the 2 ROBINSON SILVERMAN PEARCE ARONSOHN & BERMAN LLP Fidelity Holdings, Inc. November 21, 2000 Page 2 subsequent payments, the Company shall be in default and the Notes shall be due and payable immediately without further action on the part of the Investors, and this letter shall serve as written notice of such default. This letter shall not constitute waiver of any of the Investors' rights under the Notes or any applicable law, nor shall it diminish any of the Company's obligations under the Notes, which are absolute in accordance with their terms. Sincerely, /s/ Kenneth L. Henderson Kenneth L. Henderson AGREED AND ACCEPTED - ----------------------- FIDELITY HOLDINGS, INC.