EXHIBIT 10.20
FTC
COMMERCIAL CORP.
As of January 1, 2006
Antik Denim, 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 January 1, 2006 by and between FTC COMMERCIAL CORP. ("FTC",
"we" or "us") and ANTIK DENIM, LLC ("Client" or "you"), with reference to the
following:
A. FTC and Client are parties to a Factoring Agreement dated
effective as of October 18, 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 four sentences of the first subsection of Section 23
of the Factoring Agreement entitled "FACTORING SERVICE CHARGE" are 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) three quarters of one percent
(0.75%) of the net amount of each account which is approved by
us; provided, however, that: (i) if the aggregate net amount
of Combined Assigned Approved Accounts (the aggregate net
amount of (A) approved accounts assigned to us by you under
this Agreement PLUS (B) approved accounts assigned to us by
Blue Holdings, Inc. under the Factoring Agreement between Blue
Holdings, Inc. and us dated July 25, 2005, as amended, PLUS
(C) approved accounts assigned to us by Taverniti So Jeans,
LLC under the Factoring Agreement between Taverniti So Jeans,
LLC and us dated November 22, 2004, as amended) during a
calendar year (the twelve month period from January 1, 2006
through December 31, 2006 or any twelve month period
thereafter) exceeds $10,000,000 but is less than or equal to
$20,000,000, the commission on each approved account assigned
by you to us under this Agreement during such calendar year in
excess of said $10,000,000 up to said $20,000,000 shall be
seven tenths of one percent (0.70%) of the net amount of such
approved account, and (ii) if the aggregate net amount of
Combined Assigned Approved Accounts during such calendar year
exceeds
$20,000,000 but is less than or equal to $30,000,000, the
commission on each approved account assigned by you to us
under this Agreement during such calendar year in excess of
said $20,000,000 up to said $30,000,000 shall be sixty-five
hundredths of one percent (0.65%) of the net amount of each
such approved account, and (iii) if the aggregate net amount
of Combined Assigned Approved Accounts during such calendar
year exceeds $30,000,000, the commission on each approved
account assigned by you to us under this Agreement during such
calendar year in excess of said $30,000,000 shall be six
tenths of one percent (0.60%) of the net amount of each such
approved account. Factoring commissions payable to us
hereunder are based on your usual and regular selling terms
which do not exceed ninety (90) days. If the selling terms on
an account receivable exceed such 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; provided, however, that no such increase in
terms or dating shall be granted without our prior written
approval. Notwithstanding any provisions herein to the
contrary, 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. ANTIK DENIM, LLC
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxx
By:____________________________ By:____________________________
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxx
Title: President Title: CFO
