EXHIBIT 10.10
MODIFICATION AND FIFTH EXTENSION AGREEMENT
This Modification and Fifth Extension Agreement (the "Agreement") is
made and entered into as of January 1, 1997 by and among Arden Group, Inc., a
Delaware corporation ("Arden Group"), Xxxxxxx Xxxxxxx ("Xx. Xxxxxxx") and
Xxxxxx Xxxxxxx, his wife ("Xxx. Xxxxxxx"), with reference to the following
facts:
A. Arden Group is the holder of a promissory note dated April 2, 1979,
in the original principal amount of $212,500, executed by Xx. Xxxxxxx in
favor of Arden Group (the "1979 Note"), and a second promissory note, dated
July 9, 1980, in the original principal amount of $303,750, executed by Xx.
Xxxxxxx in favor of Arden Group (the "1980 Note"). As of January 1, 1997,
the outstanding principal balance of the 1979 Note was $121,428.58 and the
outstanding principal balance of the 1980 Note was $173,571.42. The 1979
Note and the 1980 Note, as amended by an Extension Agreement dated as of
January 4, 1981, by and among Arden Group, Xx. Xxxxxxx and Xxx. Xxxxxxx, and
by an Extension Agreement made and entered into as of January 1, 1984 by and
among Arden Group, Xx. Xxxxxxx and Xxx. Xxxxxxx, and as amended by a Third
Extension Agreement made and entered into as of May 13, 1988 by and among
Arden Group, Xx. Xxxxxxx and Xxx. Xxxxxxx, and as amended by a Modification
and Fourth Extension Agreement made and entered into as of January 1, 1994 by
and among Arden Group, Xx. Xxxxxxx and Xxx. Xxxxxxx, are hereinafter
collectively referred to as the "Notes."
B. Each of the Notes is secured by an Amended Loan And Stock Pledge
Agreement dated August 24, 1993 among Xx. Xxxxxxx and Arden Group (the
"Security Agreement").
C. Concurrently with the execution and delivery of this Agreement,
Arden Group and certain of its subsidiaries and Xx. Xxxxxxx are entering into
a Second Amendment to Employment Agreement which amends the terms of his
Employment Agreement dated as of May 13, 1988, as previously amended. In
consideration of Xx. Xxxxxxx'x entering into said Second Amendment to
Employment Agreement, Arden Group has agreed to extend and modify the terms
of each of the Notes.
NOW, THEREFORE, for and in consideration of the promises and covenants
and agreements hereinafter set forth, the parties agree as follows:
1. The interest rate on each of the Notes shall continue to be six
percent (6%) per annum and all accrued and unpaid interest on each Note shall
continue to be payable annually on or before December 31 of each year.
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2. Principal on the 1979 Note shall be paid in annual installments of
$16,464.89 commencing on December 31, 1997 and continuing each December 31
thereafter until December 31, 2003, at which time the entire unpaid principal
balance of the 1979 Note, together with all accrued and unpaid interest,
shall be due and payable.
3. Principal on the 1980 Note shall be paid in annual installments of
$23,535.11 commencing on December 31, 1997 and continuing each December 31
thereafter until December 31, 2003, at which time the entire unpaid principal
balance of the 1980 Note, together with all accrued and unpaid interest,
shall be due and payable.
4. The execution of this Agreement and the extension of the maturity
date of each of the Notes pursuant hereto shall be endorsed on the face of
each of the Notes. The Security Agreement shall continue to be applicable to
the Notes, as heretofore and as hereby amended.
5. Except as expressly modified by this Agreement, the Notes and the
Security Agreement shall remain in full force and effect in accordance with
their respective terms.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
the date first set forth above.
ARDEN GROUP, INC.
By: XXXXXX X. XXXXXXX
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Title: VICE PRESIDENT
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XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
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