Letter agreements



 HIP-IV 
 HIP-IV Incorporated 
 135 East 57th Street 
 New York, NY 10022 
 Exhibit 10.25 
 March 31, 2005 
 AFC Holdings Corporation 
 135 East 57th 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: 
  

	 	(a)	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 

  

	 	(b)	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. 

 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. 
  

	
	Yours faithfully,
	
	/S/ Edward J. Bramson
	Edward J. Bramson
	President-HIP-IV Incorporated








 HIP-IV 
  

			
	ACKNOWLEDGED AND AGREED
	AFC HOLDINGS CORPORATION
		
	By:	 	/S/ Joel D. Talcott
		 	Vice President

 Enc.: Letter agreement with Hanover Investors Limited 







 HIP–IV 
 HIP-IV Incorporated 
 135 East 57th Street 
 New York, NY 10022 
 June 30, 2005 
 AFC Holdings Corporation 
 135 East 57th Street 
 New York, NY 10022 
 Dear Sirs, 
 We refer to the letter agreement, dated March 31, 2005 (the “Agreement”), between us, pursuant to which HIP-IV Incorporated (“HIP”) has assigned
to you any Incentive Fee (net of specified expenses) that HIP may receive as Managing Member of Hanover Investors Partners-V, LLC, a Delaware limited liability company (“Hanover V”), and more particularly to the discussions we have had
concerning the terms of an amendment to the Agreement for the purpose of providing HIP with a financial incentive to maximize the amount of the Incentive Fee earned by it to the potential benefit of Ampex. Capitalized terms used but not defined
herein shall have the meanings assigned in the Agreement. 
 Pursuant to our discussions, it is agreed that the Agreement shall be, and is hereby, amended to
provide that an amount equal to 1/3 of such Fee shall be retained by HIP, and the balance thereof (2/3) shall be payable to you (or your designee) in accordance with the Agreement, in each case, after the deduction and payment from the gross
amount of such Fee of the fees and expenses specified in subparagraphs (a) and (b) of the Agreement as originally executed. 
 For example, if the
gross amount of the Incentive Fee earned by HIP as Managing Member of Hanover V were $1,000,000, and the amount of expenses and fees payable pursuant to subparagraphs (a) and (b) of the Agreement were $200,000 and $320,000, respectively,
the net amount of $480,000 would be allocated $160,000 to HIP (1/3) and $320,000 (2/3) to you, pursuant to this arrangement. 
 Except as expressly
set forth in this letter, the Agreement shall remain in full force and effect as originally executed. 
 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. 
  


	
	Yours faithfully,
	
	/S/ Edward J. Bramson
	Edward J. Bramson
	President-HIP-IV Incorporated








 HIP-IV 
  

			
	ACKNOWLEDGED AND AGREED
	AFC HOLDINGS CORPORATION
		
	By:	 	/S/ Joel D. Talcott
		 	Vice President