Exhibit 10.01
MODIFICATION AGREEMENT
MODIFICATION AGREEMENT made as of the 17th day of June 2005 to the Secured
Promissory Note dated as of September 1, 2004, and amended as of November 30,
2004, as of April 30, 2005 and as of May 20, 2005 by and between Xxxxxx X.
Xxxxxx?, hereinafter referred to as "Xxxxxx?" or the "HOLDER" and BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC. formerly know as CREATIVE BAKERIES, INC., a
New York corporation ("BROOKLYN CHEESECAKE & DESSERTS"), and X.X. SPECIALTIES,
INC., a NEW JERSEY CORPORATION ("JMS") (BROOKLYN CHEESECAKE & DESSERTS and JMS
are collectively referred to as the "BORROWERS").
W I T N E S S E T H:
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WHEREAS, Borrowers issued to Xxxxxxx' a $317,000 Secured Promissory Note
(the "PROMISSORY NOTE");
WHEREAS, the parties subsequently amended the Promissory Note as of
November 30, 2004 to extend the term of the Note
WHEREAS, the parties subsequently amended the Promissory Note as of April
30, 2005 to extend the term of the Note
WHEREAS, the parties subsequently amended the Promissory Note as of May
20, 2005 to extend the term of the Note and
WHEREAS, the Promissory Note is due June 17, 2005 and the COMPANY and
Xxxxxx? are desirous of further modifying the terms of the Promissory Note.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
PROMISES AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, IT IS MUTUALLY AGREED
AS FOLLOWS:
1. Modifications: Effective as of the date first written above, the Promissory
Note shall be modified as follows:
1.1 Extension of the term of modified Promissory Note. The
maturity date of the Promissory Note will be extended to July 31, 2005.
1.2 Right to prepay Promissory Note. The COMPANY will have the
right to prepay without penalty all or a portion of the Promissory Note at any
time during the term of the Promissory Note.
2. Other Provisions.
2.1 Force and Effect. All other terms of the Promissory Note
shall remain in full force and effect.
2.2 Company Representations. The Company represents to
Xxxxxxx' that there have been no material adverse changes in the Company's
public disclosures since the filing of the Company's most recent Form 10-KSB and
8-K Reports with the Securities and Exchange Commission and that the Board of
Directors of the Company has authorized and approved this modification
agreement. The Company further represents that it has taken the necessary
corporate action to authorize the within agreement and the modification to the
Promissory Notes.
2.3 HOLDER Representations. HOLDER represents to Company that
it has been afforded an opportunity to consult with professional advisors and or
counsel and that all necessary approvals and action have been obtained to enter
into this modification agreement to extend the due date of the Promissory Note
as previously modified.
2.4 Miscellaneous. This Agreement shall be governed by the
laws of the State of New York, and may be executed in multiple counterparts,
each of which shall be considered an original but all of which shall constitute
one and the same agreement. All notices under this Agreement shall be in accord
with the provisions as set forth in the New Note. The terms of this Agreement
and New Note may only be modified upon mutual agreement of the parties in
writing.
IN WITNESS WHEREOF, the parties have set their hands and seals on the day,
month and year first above written.
Xxxxxx X. Xxxxxxx'
By: _______________________________
Brooklyn Cheesecake & Desert Company, Inc.
By: ________________________________
X.X. Specialties, Inc.
By: _________________________________
