EXHIBIT 10.16
FTC
COMMERCIAL CORP.
As of October 1, 2005
TAVERNITI SO JEANS, LLC
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
This Amendment No. 1 to Factoring Agreement (this "Amendment") is
entered into as of October 1, 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 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 the first subsection of Section 23 of
the Factoring Agreement entitled "FACTORING SERVICE CHARGE" is hereby amended to
read as follows:
You shall pay us a commission in an amount equal to (a) four
tenths of one percent (0.40%) of the net amount of each
client's risk account and (b) eight tenths of one percent
(0.80%) of the net amount of each account which is approved by
us; PROVIDED, HOWEVER, THAT if the selling terms on an account
exceed ninety (90) days selling terms, you shall pay us an
additional factoring commission equal to one quarter of one
percent (0.25%) of the net amount of such account receivable
for each thirty (30) days or part thereof the selling terms
thereof exceed such ninety (90) days selling terms, AND
FURTHER PROVIDED THAT in no event shall the factoring
commission paid by you be less than $3.00 per invoice.
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
