EXHIBIT 10.21
FTC
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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 1, 2006 by and between FTC COMMERCIAL
CORP. ("FTC" , "we" or "us") and VERSATILE ENTERTAINMENT, INC., 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 September 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.
NOW, THEREFORE, FTC and Client agree as follows:
1. All references in the Inventory Agreement to the "BRL Subsidiaries"
shall include Xxxxxxx Xxxx Sourcing, LLC, a California limited liability company
("WRS") and all references in the Inventory Agreement to the "BRL Subsidiaries
Agreements" shall include the Factoring Agreement between FTC and WRS dated
October 1, 2006, the Inventory Loan Facility Agreement between FTC and WRS dated
October 1, 2006 and all of the other agreements between FTC and WRS.
2. The first three paragraphs which follow the definition of
"Obligations" at the top of page 2 of the Inventory Agreement are 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 $1,000,000 minus the aggregate amount of then
outstanding inventory loans made to any subsidiaries of Xxxxx Xxxx, LLC
(the "BRL Subsidiaries") which enter into factoring and inventory loan
arrangements with FTC (the " BRL Subsidiaries Agreements")
The interest rate charged on outstanding inventory loans under this
Agreement will be the same rate charged in Section 23 of the Factoring
Agreement and will be calculated, computed and payable in accordance
with the provisions of Section 23.
This Agreement shall terminate, at FTC's discretion, on the date which
is the earlier to occur of: (a) the date on which a default or Event of
Default occurs under this Agreement, the Company Agreements, the
Factoring Agreement between FTC and Xxxxx Xxxx, LLC dated October 12,
2005 (as amended, the "BRL Factoring Agreement") or any of the other
agreements between BRL and FTC (the BRL Factoring Agreement and all
such other agreements between BRL and FTC are collectively the "BRL
Agreements"), or the BRL Subsidiaries Agreements; or (b) the date on
which the Factoring Agreement or the BRL Factoring Agreement or any
factoring agreement between FTC and any of the BRL Subsidiaries is
terminated in accordance with the notice provisions thereof.
3. 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.
4. 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.
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.
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. VERSATILE ENTERTAINMENT, INC.
By: /s/ Xxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxx Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: President Title: President
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