Exhibit 10.01
MODIFICATION AGREEMENT
MODIFICATION AGREEMENT made as of the 31st day of July 2005 to the Secured
Promissory Note dated as of September 1, 2004, and amended as of November 30,
2004, as of April 30, 2005 as of May 20, 2005 and as of June 17, 2005 by and
between Xxxxxx X. Xxxxxxx, hereinafter referred to as "Xxxxxxx" 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
WHEREAS, the parties subsequently amended the Promissory Note as of June
17, 2005 to extend the term of the Note
WHEREAS, the Promissory Note is due July 31, 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 September 30, 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: _______________________________
Brooklyn Cheesecake & Desert Company, Inc.
By: ________________________________
X.X. Specialties, Inc.
By: _________________________________
