Preview
FILED: NASSAU COUNTY CLERK 11/19/2019 03:46 PM INDEX NO. 612557/2019
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 11/19/2019
ames D. Garbus
Meyer, Suozzi, English& Kleln, P.C.
990 Stewart Avenue, Sulte 300
P.O.Box9194
Garden City, New York 11530-9194
Direct Dial: 516-592-5797
Office: 516-741-6565
Fax:516-741-6706
jgarbus@msek.com
www.msek.com
September 7, 2017
VIA EMAIL AND FEDEX
Daniel Alibayof
66 Meadow Woods Road
Lake Success, NY 11020
danny@roxxalison.com
Re: Notice of Events of Default and Demand for Payment
Dear Mr. Alibayof:
This law firm represents Spectrum Blue, LLC, a New York limited liability company
(together with its successors and assigns, the "Lender").
Reference is made to that certain (i)Credit Agreement, dated as of November 18, 2016,
as amended, amended and restated or modified from time to time (the "Credit Agreement"), by
and between Lender and Roxx Alison Ltd., a New York corporation ("Borrower"), and (ii)that
certain Amended and Restated Revolving Note, dated as of August 4, 2017 (the "N_o-te"),
pursuant to which Borrower promised to pay the Lender the maximum principal amount of
$1,500,000.
Capitalized terms used and not otherwise defined in this letter shall have the meanings
assigned thereto in the Credit Agreement.
Pursuant to that certain Guaranty Agreement, dated as of November 18, 2016 (the
"Guaranty"), by and among, you, Ronny Alibayof, and the Lender, you unconditionally and
irrevocably guaranteed the full and punctual payment by Borrower of all Obligations (as defined
in the Guaranty) of Borrower, howsoever created, arising or evidenced, voluntary or involuntary,
whether direct or indirect, absolute or contingent, now or hereafter existing or owing to the
Lender.
Please be advised that one or more Events of Default exist under the Credit Agreement
including, without limitation, pursuant to Sections 8.1(a), (b), (j)and (t)of the Credit Agreement.
Pursuant to a Notice of Events of Default and Demand for Payment by the Lender to the
Borrower, dated September 7, 2017 (a copy of which isattached hereto), Lender (i) declared due
and payable the Revolving Loans, all accrued and unpaid interest thereon and all other amounts
owing under the Loan Documents and (ii) demanded the immediate payment of $946,328.99 (the
ALBANY NEW YORK CITY WASHINGTON, D.C.
One Commerce Plaza 1350 Broadway,Sulte 501 1300 ConnecticutAvenue, N.W.
Suite 1705 P.O. Box 822 Sulte 600
Albany, New York 12260 New York, New York 10018-0026 Washington, De 20036
Tel: 518-465-5551 I Fax: 518-465-2033 Tel: 212-239-4999 I Fax:212-239-1311 Tel: 202-496-2103 I Fax: 202-223-0358
FILED: NASSAU COUNTY CLERK 11/19/2019 03:46 PM INDEX NO. 612557/2019
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 11/19/2019
Daniel Alibayof
September 7, 2017
Page 2
"Guaranteed Amount") consisting of, as of September 6, 2017, (A) the principal amount
outstanding under the Note and (B) the unpaid interest thereon. From and afterthe date hereof,
interest shall continue to accrue on the Revolving Loans in arrears at the interest rate under the
Credit Agreement of twenty percent (20%) per annum.
Lender expects you to immediately pay in full the Guaranteed Amount and, if such
payment in full is not received within thirty (30) days from the date hereof, Lender has
authorized this firm to immediately commence all available legal action against you.
Lender reserves all of itsrights, powers, privileges, remedies and interests under the
Guaranty, the Credit Agreement, the Note and the other Loan Documents and applicable law.
Lender further expressly reserves the right to take such actions and to refrain from taking any
action as it deems prudent, necessary or desirable in the exercise of its sole judgment and
discretion under the circumstances known to it, and such action or non-action shall not be
deemed to be a waiver of any of such rights,powers, privileges, remedies and interests.
Please direct all communications by you or your counsel to the undersigned at this law
firm.
Very our ,
truly
. mes D. Garbus
Enclosure
cc:
Ronny Alibayof (via email only; without enclosure)
(ronny@roxxalison.com)
Spectrum Blue, LLC (via email only; without enclosure)
c/o Val Katayev
(val@poiseventures.com)
4014350
FILED: NASSAU COUNTY CLERK 11/19/2019 03:46 PM INDEX NO. 612557/2019
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 11/19/2019
MEYER SUOZZI ,e-...h.
Meyer, Suozzi,English& Klein, P.C.
990 Stewart Avenue, Suite 300
P.O.Box9194
Garden City, New York 11530-9194
Direct Dial; 516-592-5797
Office: 516-741-6565
Fax:516-741-6706
jgarbus@msek.com
www.msek.com
September 7, 2017
VIA EMAIL AND FEDEX
Roxx Alison Ltd.
16th
425 Madison Avenue, Fl001
New York, NY 10018
Attn: Mr. Daniel Alibayof, Secretary and Treasurer
(danny@roxxalison.com)
Re: Notice of Events of Default and Demand for Payment
Dear Mr. Alibayof:
This law firm represents Spectrum Blue, LLC, a New York limited liability company
(together with itssuccessors and assigns, the "Lender").
Roxx Alison Ltd., a New York corporation ("Borrower"), issued an Amended and
Restated Revolving Note, dated as of August 4, 2017 (the "Note"), to the order of the Lender, in
the maximum principal amount of $1,500,000.00.
Borrower is also party to certain other agreements including, without limitation, (i) a
Credit Agreement, dated as of November 18, 2016, as amended, amended and restated or
modified from time to time (the "Credit Agreement"), (ii) a Security Agreement, dated as of
November 18, 2016, and (iii)a Letter Agreement, dated as of August 4, 2017. Capitalized terms
used and not otherwise defined in this letter shall have the meanings assigned thereto in the
Credit Agreement.
Please be advised that one or more Events of Default exist under the Credit Agreement
including, without limitation, pursuant to Sections 8.1(a), (b), (j)and (t)of the Credit Agreement.
In accordance with the terms of the Credit Agreemeñt and the Note, Lender hereby (i)
declares due and payable the Revolving Loans, all accrued and unpaid interest thereon and all
other amounts owing under the Loan Documents and (ii) demands the immediate payment of
$946,328.99 consisting of, as of September 6, 2017, (A) the principal amount outstanding under
the Note and (B) the unpaid interest thereon. From and after the date hereof, interest shall
continue to accrue in arrears on the Revolving Loans at the interest rate under the Credit
Agreement of twenty percent (20%) per annum.
.. ............
.
ALBANY NEW YORK CITY
One Commerce Plaza 1350 Broadway, Suite 501 1300ConnecticutAvenue, N.W.
Suite 1705 P.O. Box 822 Suite800
Albany, New York 12260 New York, New York 10018-0028 ‰Nñÿ0,ñ, DC 20036
Teh 518-465-5551 I Fax: 518-485-2033 Tel: 212-239-4999 I Fax; 212-239-1311 Tel: 202-496-2103 I Fax; 202-223-0358
FILED: NASSAU COUNTY CLERK 11/19/2019 03:46 PM INDEX NO. 612557/2019
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 11/19/2019
Roxx Alison Ltd.
September 7, 2017
Page 2
Lender expects Borrower to immediately pay in full allprincipal and interest outstanding
and, if such payment in full is not received within thirty (30) days from the date hereof, Lender
has authorized this firm to immediately commence legal proceedings against Borrower.
Lender reserves all of its rights, powers, privileges, remedies and interests under the
Credit Agreement, the Note and the other Loan Documents and applicable law including,
without limitation, to immediately exercise any and all rights and remedies, including self-help
rights and remedies, thereunder, or to commence legal proceedings prior to the expiration of such
thirty (30) days ifLender deems itnecessary or appropriate to do so. Lender further expressly
reserves the right to immediately take such actions and to refrain from taking any action as it
deems prudent, necessary or desirable in the exercise of its sole judgment and discretion under
the circumstances known to it,and such action or non-action shall not be deemed to be a waiver
of any of such rights, powers, privileges, remedies and interests.
Please direct all communications by you or your counsel for Roxx Alison to the
undersigned at this law firm.
Very truly yo ,
James D. Garbus
cc:
Lifflander & Reich LLP
425 Madison Avenue, Suite 505
New York, NY 10017
Attn: Roman E. Gitnik, Esq.
(rgitnik@lifflander.com)
Spectrum Blue, LLC (via email only)
c/o Val Katayev
(val@poiseventures.com)
4014347
Preview
FILED: NASSAU COUNTY CLERK 11/19/2019 03:46 PM INDEX NO. 612557/2019 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 11/19/2019 ames D. Garbus Meyer, Suozzi, English& Kleln, P.C. 990 Stewart Avenue, Sulte 300 P.O.Box9194 Garden City, New York 11530-9194 Direct Dial: 516-592-5797 Office: 516-741-6565 Fax:516-741-6706 jgarbus@msek.com www.msek.com September 7, 2017 VIA EMAIL AND FEDEX Daniel Alibayof 66 Meadow Woods Road Lake Success, NY 11020 danny@roxxalison.com Re: Notice of Events of Default and Demand for Payment Dear Mr. Alibayof: This law firm represents Spectrum Blue, LLC, a New York limited liability company (together with its successors and assigns, the "Lender"). Reference is made to that certain (i)Credit Agreement, dated as of November 18, 2016, as amended, amended and restated or modified from time to time (the "Credit Agreement"), by and between Lender and Roxx Alison Ltd., a New York corporation ("Borrower"), and (ii)that certain Amended and Restated Revolving Note, dated as of August 4, 2017 (the "N_o-te"), pursuant to which Borrower promised to pay the Lender the maximum principal amount of $1,500,000. Capitalized terms used and not otherwise defined in this letter shall have the meanings assigned thereto in the Credit Agreement. Pursuant to that certain Guaranty Agreement, dated as of November 18, 2016 (the "Guaranty"), by and among, you, Ronny Alibayof, and the Lender, you unconditionally and irrevocably guaranteed the full and punctual payment by Borrower of all Obligations (as defined in the Guaranty) of Borrower, howsoever created, arising or evidenced, voluntary or involuntary, whether direct or indirect, absolute or contingent, now or hereafter existing or owing to the Lender. Please be advised that one or more Events of Default exist under the Credit Agreement including, without limitation, pursuant to Sections 8.1(a), (b), (j)and (t)of the Credit Agreement. Pursuant to a Notice of Events of Default and Demand for Payment by the Lender to the Borrower, dated September 7, 2017 (a copy of which isattached hereto), Lender (i) declared due and payable the Revolving Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents and (ii) demanded the immediate payment of $946,328.99 (the ALBANY NEW YORK CITY WASHINGTON, D.C. One Commerce Plaza 1350 Broadway,Sulte 501 1300 ConnecticutAvenue, N.W. Suite 1705 P.O. Box 822 Sulte 600 Albany, New York 12260 New York, New York 10018-0026 Washington, De 20036 Tel: 518-465-5551 I Fax: 518-465-2033 Tel: 212-239-4999 I Fax:212-239-1311 Tel: 202-496-2103 I Fax: 202-223-0358 FILED: NASSAU COUNTY CLERK 11/19/2019 03:46 PM INDEX NO. 612557/2019 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 11/19/2019 Daniel Alibayof September 7, 2017 Page 2 "Guaranteed Amount") consisting of, as of September 6, 2017, (A) the principal amount outstanding under the Note and (B) the unpaid interest thereon. From and afterthe date hereof, interest shall continue to accrue on the Revolving Loans in arrears at the interest rate under the Credit Agreement of twenty percent (20%) per annum. Lender expects you to immediately pay in full the Guaranteed Amount and, if such payment in full is not received within thirty (30) days from the date hereof, Lender has authorized this firm to immediately commence all available legal action against you. Lender reserves all of itsrights, powers, privileges, remedies and interests under the Guaranty, the Credit Agreement, the Note and the other Loan Documents and applicable law. Lender further expressly reserves the right to take such actions and to refrain from taking any action as it deems prudent, necessary or desirable in the exercise of its sole judgment and discretion under the circumstances known to it, and such action or non-action shall not be deemed to be a waiver of any of such rights,powers, privileges, remedies and interests. Please direct all communications by you or your counsel to the undersigned at this law firm. Very our , truly . mes D. Garbus Enclosure cc: Ronny Alibayof (via email only; without enclosure) (ronny@roxxalison.com) Spectrum Blue, LLC (via email only; without enclosure) c/o Val Katayev (val@poiseventures.com) 4014350 FILED: NASSAU COUNTY CLERK 11/19/2019 03:46 PM INDEX NO. 612557/2019 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 11/19/2019 MEYER SUOZZI ,e-...h. Meyer, Suozzi,English& Klein, P.C. 990 Stewart Avenue, Suite 300 P.O.Box9194 Garden City, New York 11530-9194 Direct Dial; 516-592-5797 Office: 516-741-6565 Fax:516-741-6706 jgarbus@msek.com www.msek.com September 7, 2017 VIA EMAIL AND FEDEX Roxx Alison Ltd. 16th 425 Madison Avenue, Fl001 New York, NY 10018 Attn: Mr. Daniel Alibayof, Secretary and Treasurer (danny@roxxalison.com) Re: Notice of Events of Default and Demand for Payment Dear Mr. Alibayof: This law firm represents Spectrum Blue, LLC, a New York limited liability company (together with itssuccessors and assigns, the "Lender"). Roxx Alison Ltd., a New York corporation ("Borrower"), issued an Amended and Restated Revolving Note, dated as of August 4, 2017 (the "Note"), to the order of the Lender, in the maximum principal amount of $1,500,000.00. Borrower is also party to certain other agreements including, without limitation, (i) a Credit Agreement, dated as of November 18, 2016, as amended, amended and restated or modified from time to time (the "Credit Agreement"), (ii) a Security Agreement, dated as of November 18, 2016, and (iii)a Letter Agreement, dated as of August 4, 2017. Capitalized terms used and not otherwise defined in this letter shall have the meanings assigned thereto in the Credit Agreement. Please be advised that one or more Events of Default exist under the Credit Agreement including, without limitation, pursuant to Sections 8.1(a), (b), (j)and (t)of the Credit Agreement. In accordance with the terms of the Credit Agreemeñt and the Note, Lender hereby (i) declares due and payable the Revolving Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents and (ii) demands the immediate payment of $946,328.99 consisting of, as of September 6, 2017, (A) the principal amount outstanding under the Note and (B) the unpaid interest thereon. From and after the date hereof, interest shall continue to accrue in arrears on the Revolving Loans at the interest rate under the Credit Agreement of twenty percent (20%) per annum. .. ............ . ALBANY NEW YORK CITY One Commerce Plaza 1350 Broadway, Suite 501 1300ConnecticutAvenue, N.W. Suite 1705 P.O. Box 822 Suite800 Albany, New York 12260 New York, New York 10018-0028 ‰Nñÿ0,ñ, DC 20036 Teh 518-465-5551 I Fax: 518-485-2033 Tel: 212-239-4999 I Fax; 212-239-1311 Tel: 202-496-2103 I Fax; 202-223-0358 FILED: NASSAU COUNTY CLERK 11/19/2019 03:46 PM INDEX NO. 612557/2019 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 11/19/2019 Roxx Alison Ltd. September 7, 2017 Page 2 Lender expects Borrower to immediately pay in full allprincipal and interest outstanding and, if such payment in full is not received within thirty (30) days from the date hereof, Lender has authorized this firm to immediately commence legal proceedings against Borrower. Lender reserves all of its rights, powers, privileges, remedies and interests under the Credit Agreement, the Note and the other Loan Documents and applicable law including, without limitation, to immediately exercise any and all rights and remedies, including self-help rights and remedies, thereunder, or to commence legal proceedings prior to the expiration of such thirty (30) days ifLender deems itnecessary or appropriate to do so. Lender further expressly reserves the right to immediately take such actions and to refrain from taking any action as it deems prudent, necessary or desirable in the exercise of its sole judgment and discretion under the circumstances known to it,and such action or non-action shall not be deemed to be a waiver of any of such rights, powers, privileges, remedies and interests. Please direct all communications by you or your counsel for Roxx Alison to the undersigned at this law firm. Very truly yo , James D. Garbus cc: Lifflander & Reich LLP 425 Madison Avenue, Suite 505 New York, NY 10017 Attn: Roman E. Gitnik, Esq. (rgitnik@lifflander.com) Spectrum Blue, LLC (via email only) c/o Val Katayev (val@poiseventures.com) 4014347