EXHIBIT 10.14
FTC
COMMERCIAL CORP.
As of January 1, 2006
TAVERNITI SO JEANS, LLC
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
This Amendment "1" to Inventory Loan Facility Agreement (this
"Amendment") is entered into as of January 1, 2006 by and between FTC COMMERCIAL
CORP. ("FTC", "we" or "us") and TAVERNITI SO JEANS, LLC ("Client" or "you"),
with reference to the following:
A. FTC and Client are parties to an Inventory Loan Facility
Agreement dated as of October 31, 2005 (as amended, the
"Facility Agreement"), the provisions of which are
incorporated into this Amendment.
B. FTC and Client desire to amend the Facility Agreement,
effective as of the date hereof, as set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Initially capitalized terms used herein which are not
otherwise defined shall have the meanings assigned to them in
the Facility Agreement.
2. The definition of "Inventory Base" is hereby amended in its
entirety to read as follows:
"Inventory Base" means up to fifty percent (50%) of the value
(the lesser of cost or market) of the Company's raw material
and finished goods Inventory which FTC determines, in its sole
discretion, to be eligible for inclusion in the Inventory
Base. Without limiting the generality of the foregoing, the
following Inventory shall not be eligible for inclusion in the
Inventory Base if (i) such Inventory is over one hundred
eighty (180) days old; (ii) such Inventory is defective or
damaged; (iii) such Inventory is not located at the Company's
premises at 0000 X. Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx
00000; (iv) such Inventory is located at any real property
leased by the Company or at any contract warehouse, unless
such Inventory is subject to a collateral access agreement
acceptable to FTC and executed by the lessor or warehouseman,
as the case may be, and unless such Inventory is separately
identifiable from the goods of others, if any, stored on the
premises; (v) the Company does not have good, valid, and
marketable title to such Inventory; (vi) such Inventory is not
subject to a valid and perfected first priority security
interest in favor of FTC; (vii) such Inventory consists of
xxxx and hold goods or goods acquired on consignment or (viii)
such Inventory consists of work in process.
3. The first sentence of the first paragraph following the
definition of "Obligations" is hereby amended in its entirety
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 $2,400,000 MINUS (i) the aggregate amount of then
outstanding loans made to Antik Denim, LLC ("Antik") under the
Inventory Loan Facility Agreement between Antik and FTC dated
July 25, 2005 (the "Antik Facility Agreement") and MINUS (ii)
the aggregate amount of then outstanding loans made to Blue
Holdings, Inc. ("BHI") under the Inventory Loan Facility
Agreement between BHI and FTC dated July 25, 2005 (the "BHI
Facility Agreement").
4. Except as amended hereby, the Facility Agreement shall remain
in full force and effect and unmodified. Client hereby
reaffirms each and every one of Client's representations,
warranties and covenants under the Facility Agreement.
5. Any reference in the Facility Agreement to "this Agreement",
"herein", "hereunder" or words of similar meaning shall mean
the Facility Agreement as amended by this Amendment.
6. 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.
7. This Amendment shall be governed by the laws of the State of
California without regard to the conflicts of law principles
thereof.
8. The Facility Agreement, as amended by this Amendment,
constitutes the entire agreement between Client and FTC as to
the subject matter hereof and may not be altered or amended
except by written agreement signed by Client and FTC. No
provision hereof may be waived by FTC except upon written
waiver executed by FTC.
9. 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.
Sincerely, AGREED:
FTC COMMERCIAL CORP. TAVERNITI SO JEANS, LLC
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxx
-------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxx
Title: President Title: CFO
AGREEMENT AND REAFFIRMATION BY GUARANTOR
The undersigned has executed a Guaranty dated November 22, 0000 (xxx "Xxxx
Guaranty") in connection with the Factoring Agreement between TAVERNITI SO
JEANS, LLC (the "Company") and FTC COMMERCIAL CORP. ("FTC") dated November 22,
2004, the Inventory Loan Facility Agreement between the Company and FTC dated as
of October 31, 2005 and various related instruments and documents. The
undersigned agrees that the Guez Guaranty shall apply to all obligations of the
Company under the above Amendment and the Company Agreements.
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The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions
of the above Amendment shall in any way limit any of the terms or provisions of
the Guez Guaranty 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.
/s/ Xxxx Xxxx
----------------------------
Xxxx Xxxx
AGREEMENT AND REAFFIRMATION BY GUARANTOR
The undersigned has executed a Guaranty dated as of October 31, 2005 (the "Trust
Guaranty") in connection with the Factoring Agreement between TAVERNITI SO
JEANS, LLC (the "Company") and FTC COMMERCIAL CORP. ("FTC") dated November 22,
2004, the Inventory Loan Facility Agreement between the Company and FTC dated as
of October 31, 2005 and various related instruments and documents (collectively,
the "Company Agreements"). The undersigned agrees that the Trust Guaranty shall
apply to all obligations of the Company under the above Amendment and the
Company Agreements.
The undersigned hereby reaffirms the Trust Guaranty and agrees that no
provisions of the above Amendment shall in any way limit any of the terms or
provisions of the Trust Guaranty 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.
The Xxxx and Xxxxxxxxx Xxxx Living Trust dated
February 13, 1998
/s/ Xxxx Xxxx
----------------------------
Xxxx Xxxx, Trustee
/s/ Xxxxxxxxx Xxxx
----------------------------
Xxxxxxxxx Xxxx, Trustee
AGREEMENT AND REAFFIRMATION BY GUARANTOR
The undersigned has executed a Guaranty dated as of October 31, 2005 (the "BHI
Guaranty") in connection with the Factoring Agreement between TAVERNITI SO
JEANS, LLC (the "Company") and FTC COMMERCIAL CORP. ("FTC") dated November 22,
2004, the Inventory Loan Facility Agreement between the Company and FTC dated as
of October 31, 2005 and various related instruments and documents (collectively,
the "Company Agreements"). The undersigned agrees that the BHI Guaranty shall
apply to all obligations of the Company under the above Amendment and the
Company Agreements and that such obligations shall be secured by a first lien on
and security interest in all of the assets of the undersigned in which the
undersigned has granted FTC a security interest.
The undersigned hereby reaffirms the BHI Guaranty and agrees that no provisions
of the above Amendment shall in any way limit any of the terms or provisions of
the BHI Guaranty 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.
BLUE HOLDINGS, INC.
By: /s/ Xxxxxxx Xxxx
----------------------------
Print Name: Xxxxxxx Xxxx
Title: CFO
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AGREEMENT AND REAFFIRMATION BY GUARANTOR
The undersigned has executed a Guaranty dated as of October 31, 2005 (the "Antik
Guaranty") in connection with the Factoring Agreement between TAVERNITI SO
JEANS, LLC (the "Company") and FTC COMMERCIAL CORP. ("FTC") dated November 22,
2004, the Inventory Loan Facility Agreement between the Company and FTC dated as
of October 31, 2005 and various related instruments and documents (collectively,
the "Company Agreements"). The undersigned agrees that the Antik Guaranty shall
apply to all obligations of the Company under the above Amendment and the
Company Agreements and that such obligations shall be secured by a first lien on
and security interest in all of the assets of the undersigned in which the
undersigned has granted FTC a security interest.
The undersigned hereby reaffirms the Antik Guaranty and agrees that no
provisions of the above Amendment shall in any way limit any of the terms or
provisions of the Antik Guaranty 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.
ANTIK DENIM, LLC
By: /S/ Xxxxxxx Xxxx
----------------------------
Print Name: Xxxxxxx Xxxx
Title: CFO
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