Exhibit 10.25
MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT ("this Agreement") is executed as of
November 30, 2004, by and between 000 Xxxxxx Xxxxxx, LLC, a New York
limited liability company (the "Borrower"), whose address for purposes
of this Agreement is 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx, 00000, and
DCI USA, Inc. (the "Lender"), whose address for purposes of this
Agreement is 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000.
RECITALS
A. Borrower currently owns 60% of the total membership interests
("the Borrower's Total Interest"), of 000 Xxxxxx Xxxxxx Property
Development, LLC, a New York limited liability company ("the Property
Owner"), which in turn owns fee simple certain real property located
at 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000.
B. The Borrower has entered into two separate loan agreements
with the Lender. In one loan agreement, the Lender and the Borrower
entered into an agreement entitled "Modification and Assignment of
Promissory Note, Pledge Agreement, Loan Agreement, and Option
Agreement," dated November 9, 2004 ("the Assignment Agreement"),
whereby the Lender was assigned rights, as therein modified, as a
lender, payee, pledge, and optionee, respectively, under a loan
agreement, promissory note, pledge agreement, and option agreement,
all of which were previously entered into between the Borrower and
Direct Capital Investments, Ltd., an Israeli publicly-traded limited
liability company. Under the Assignment Agreement, the Borrower owes
the Lender seven hundred and seventy thousand dollars ($770,000) ("the
$770K Loan"), evidenced by a promissory note and secured by a pledge
agreement and an option agreement, all of which were dated February
24, 2004 and set forth as attachments to the Assignment Agreement
("the Assignment Agreement Loan Documents"). Under the Assignment
Agreement and the Assignment Agreement Loan Documents, the Lender has
a pledge against and option agreement covering the Borrower's original
35% interest of the total membership interest in the Property Owner
("the Borrower's Original Interest"). The Assignment Agreement and the
Assignment Agreement Loan Documents are attached hereto as Exhibit A
and incorporated herein by this reference.
C. In the second loan agreement, the Borrower, after acquiring an
additional 25% interest of the total membership interest in the
Property Owner ("the Borrower's Additional Interest"), entered into a
loan agreement whereby the Lender lent Borrower six hundred thousand
dollars ($600,000) ("the $600K Loan Agreement) evidenced by a
promissory note and secured by a pledge agreement and option
agreement, all of which are dated November 29, 2004 and referenced in
the $600K Loan Agreement ("the $600K Loan Agreement Loan Documents").
Under the $600K Loan Agreement, the Lender has a pledge against and
option agreement covering the Borrower's Total Interest, including the
Borrower's Additional Interest. The $600K Loan Agreement and the $600K
Loan Agreement Loan Documents are attached hereto as Exhibit B and
incorporated herein by this reference.
NOW, THEREFORE, for good and valuable consideration, the Borrower and
Lender agree as follows:
1. Modification of $770K Loan. The parties hereby agree that the
Borrower shall not repay the $770K Loan evidenced by the Assignment
Agreement and Assignment Agreement Loan Documents due from the
Borrower to the Lender prior to the earlier of a written payment
demand by Lender to the Borrower on June 15, 2008, but in no event
shall Borrower repay the $770K Loan prior to June 16, 2005.
2. Modification of the $600K Loan Agreement. The parties hereby agree
that the Borrower shall not repay the $600,000 loan evidenced by the
$600K Loan Agreement and the $600K Loan Agreement Loan Documents due
from the Borrower to the Lender prior to the earlier of a written
payment demand by Lender to the Borrower on June 15, 2008, but in no
event shall Borrower repay the $770K Loan prior to June 16, 2005.
3. The Lender has no objection to Borrower utilizing the loan proceeds
from the $770K Loan or the $600K Loan Agreement as it deems fit.
4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be
deemed to be an original and all such counterparts together, shall
constitute one and the same instrument.
The remainder of this page left blank intentionally.
IN WITNESS WHEREOF, Borrower and Lender have executed this
Agreement as of the date appearing on the first page of this
Agreement.
Lender:
DCI USA, Inc.
By:/s/ Xxxx Xxxx
Lender's US address:
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
BORROWER:
000 Xxxxxx Xxxxxx, LLC
By: /s/ Xxxxx Xxxxxxxxxx
Borrower's address:
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
