EXHIBIT 10.24
FTC
COMMERCIAL CORP.
As of October 31, 2005
Blue Holdings, Inc.
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
This Amendment to Continuing Security Agreement (this "Amendment") is
entered into as of October 31, 2005 by and between FTC COMMERCIAL CORP. ("FTC",
"we" or "us") and Blue Holdings, Inc. ("Client" or "you"), with reference to the
following:
A. FTC and Client are parties to a Continuing Security Agreement
dated as of July 25, 2005 (as amended, the "Security
Agreement"), the provisions of which are incorporated into
this Amendment.
B. FTC and Client desire to amend the Security 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 Security Agreement.
2. Subpart (d) of the first sentence of Section 4 is amended to
read as follows and subpart (e) of the first sentence of
Section 4 is deleted in its entirety:
; or (d) there shall occur with respect to the Collateral any
misappropriation, conversion, diversion or fraud or any
material loss, theft or damage.
3. Subpart (pp) of the second sentence of Section 4 is amended to
read as follows, the word "or" is added before subpart (tt) of
the second sentence of Section 4 and subpart (uu) of the
second sentence of Section 4 is deleted in its entirety:
(pp) the issuance of any warrant, process or order of
attachment, garnishment or lien, and/or the filing of a Lien
as a result thereof against Collateral or any part of the
Collateral;
4. Except as amended hereby, the Security 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 Security Agreement.
5. Any reference in the Security Agreement to "this Agreement",
"herein", "hereunder" or words of similar meaning shall mean
the Security 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 Security 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. BLUE HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxx
-------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxx
Title: President Title: CFO
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