Exhibit 10.01
MODIFICATION AGREEMENT
MODIFICATION AGREEMENT made as of the 20th day of May 2005 to the Secured
Promissory Note dated as of September 1, 2004, and amended as of November 30,
2004 and April 30, 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:
WHEREAS, Borrowers issued to Xxxxxx? 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 and
WHEREAS, the Promissory Note is due May 20, 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 for a period of up to twenty eight
(28) days or June 17, 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 Xxxxxx? 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:
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Brooklyn Cheesecake & Desert Company, Inc.
By:
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X.X. Specialties, Inc.
By:
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