EXHIBIT 10.22
FTC
COMMERCIAL CORP.
December 21, 2005
TAVERNITI SO JEANS, LLC
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
This Amendment No. 3 to Factoring Agreement (this "Amendment") is
entered into as of December 21, 2005 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 a Factoring Agreement dated
November 22, 2004 (as amended, the "Factoring Agreement"), the provisions of
which are incorporated into this Amendment.
B. FTC and Client desire to amend the Factoring Agreement,
effective as of the date hereof, 2006, 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 Factoring
Agreement.
2. The first sentence of Section 17 of the Factoring Agreement is
hereby amended as follows:
This Agreement shall be effective until July 24, 2006 and
shall continue in force and effect thereafter but it may be
terminated on July 24, 2006 or at any time thereafter by
either of us giving the other at least one hundred twenty
(120) days prior written notice, provided, however, that we
may terminate this Agreement any time without notice to you
should any of the following events (each an "Event of
Default") occur: you make an assignment for the benefit of
creditors; you make any transfer in bulk and not in the
ordinary course of business of a major part of your materials,
supplies, merchandise, or other inventory; you file a petition
in bankruptcy; petition or apply to any tribunal for the
appointment of a custodian, receiver, or any trustee for you
or a substantial part of your assets; or commence any
proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statue
of any jurisdiction, whether now or hereafter in effect; you
have filed against you any such petition or application or you
have commenced against you any such proceeding and, as a
result of such petition or application or in such proceeding
an order for relief is entered or such proceeding remains
unstayed and undismissed for a period of thirty (30) days or
more; we reasonably believe you to be insolvent; or you breach
any
agreement or warranty or default in the prompt performance of
any obligation hereunder.
3. Except as amended hereby, the Factoring 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 Factoring
Agreement.
4. Any reference in the Factoring Agreement to "this Agreement",
"herein", "hereunder" or words of similar meaning shall mean the Factoring
Agreement as amended by this Amendment.
5. 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.
6. This Amendment shall be governed by the laws of the State of
California without regard to the conflicts of law principles thereof.
7. The Factoring 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.
8. 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
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxx
By:____________________________ By:_____________________________
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxx
Title: President Title: CFO
