EXHIBIT 10.34
FTC Commercial Corp.
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AMENDMENT NO. 1 TO INVENTORY LOAN FACILITY AGREEMENT
This Amendment No. 1 to Inventory Loan Facility Agreement (this
"Amendment") is entered into as of October 23, 2007 by and between FTC
COMMERCIAL CORP. ("FTC" , "we" or "us") and XXXXXXX XXXX SOURCING, LLC, a
California limited liability company ("Client" or "you"), with reference to the
following:
A. FTC and Client are parties to an Inventory Loan Facility Agreement
dated October 1, 2006 (the "Inventory Agreement"), the provisions of which are
incorporated into this Amendment.
B. FTC and Client desire to amend the Inventory Agreement, as set forth
herein, effective as of the date of this Amendment.
NOW, THEREFORE, FTC and Client agree as follows:
1. The first paragraph which follows the definition of "Obligations" at
the top of page 2 of the Inventory Agreement is revised to read as follows:
This Agreement shall confirm our mutual understanding and agreement
that, subject to the terms and conditions of the Company Agreements,
and provided that no default or Event of Default under any of the
Company Agreements and no termination of the Factoring Agreement has
occurred, FTC may, in its sole and absolute discretion, extend an
inventory loan facility to the Company in an aggregate principal amount
outstanding at any time not to exceed the lesser of (a) the Inventory
Base or (b) up to $1,300,000 minus the aggregate amount of then
outstanding inventory loans made to (i) Versatile Entertainment,
Inc.("Versatile") under the Inventory Loan Facility between Versatile
and FTC of even date herewith (as amended from time to time, the
"Versatile Facility Agreement") and (ii) any subsidiaries of the
Company (the "Company Subsidiaries") which enter into factoring and
inventory loan arrangements with FTC (the "Company Subsidiaries
Agreements")
2. Except as amended hereby, the Inventory Agreement shall remain in
full force and effect and unmodified. Client hereby reaffirms each and every one
of its representations, warranties and covenants under the Inventory Agreement.
3. Any reference in the Inventory Agreement to "this Agreement",
"herein", "hereunder" or words of similar meaning shall mean the Inventory
Agreement as amended by this Amendment.
4. Client hereby represents and warrants to FTC that this Amendment has
been duly authorized by all necessary action on the part of Client and
constitutes a valid and legally binding obligation of Client, enforceable
against Client in accordance with its terms.
5. This Amendment shall be governed by the laws of the State of
California without regard to the conflicts of law principles thereof.
6. The Inventory Agreement, as amended by this Amendment, constitutes
the entire
agreement between FTC and Client as to the subject matter hereof and may not be
altered or amended except by written agreement signed by FTC and Client. No
provision hereof may be waived by FTC except upon written waiver executed by
FTC.
7. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.
Executed at Los Angeles, California, as of the date first set forth
above.
FTC COMMERCIAL CORP. XXXXXXX XXXX SOURCING, LLC
By: By:
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Name: Name:
Title: Title:
AGREEMENT AND REAFFIRMATION BY GUARANTORS
Each of the Undersigned has executed a Guaranty dated as of October 1, 2006
(collectively, the "Guaranties") in connection with the Factoring Agreement and
the Inventory Loan Facility Agreement between XXXXXXX XXXX SOURCING, LLC (the
"Company") and FTC COMMERCIAL CORP. ("FTC"), both dated as of October 1, 2006,
and various related instruments and documents (collectively, the "Company
Agreements"). The Undersigned agree that the Guaranties shall apply to all
obligations of the Company under the above Amendment and the Company Agreements.
The Undersigned hereby reaffirm the Guaranties and agree that no provisions of
the above Amendment shall in any way limit any of the terms or provisions of the
Guaranties or any other documents executed by the Undersigned in favor of FTC,
all of which are hereby ratified and affirmed and the same shall continue in
full force and effect in accordance with the provisions hereof.
XXXXX XXXX, LLC
By: _________________________
Name: _______________________
Title: ______________________
VERSATILE ENTERTAINMENT, INC
By: _________________________
Name: _______________________
Title: ______________________
