EXHIBIT 10.8
FTC
COMMERCIAL CORP.
As of July 26, 2005
Blue Holdings, Inc.
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
This Amendment "1" to Inventory Loan Facility Agreement (this
"Amendment") is entered into as of July 26, 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 an Inventory Loan Facility
Agreement dated as of July 25, 2005 (as amended, the "Facility
Agreement"), the provisions of which are incorporated into
this Amendment.
B. FTC and Client desire to amend the Facility 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 Facility Agreement.
2. The following sentence is added to the first paragraph which
follows the definition of "Obligations":
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.
3. Except as amended hereby, the Facility 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 Facility Agreement.
4. Any reference in the Facility Agreement to "this Agreement",
"herein", "hereunder" or words of similar meaning shall mean
the Facility 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 Facility 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. BLUE HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxx
-------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxx
Title: President Title: CFO
AGREEMENT AND REAFFIRMATION BY GUARANTOR
The undersigned has executed a Guaranty dated July 25, 0000 (xxx "Xxxx
Guaranty") in connection with the Factoring Agreement between BLUE HOLDINGS,
INC. (the "Company") and FTC COMMERCIAL CORP. ("FTC") dated July 25, 2005, the
Inventory Loan Facility Agreement between the Company and FTC dated July 25,
2005 and various related instruments and documents (collectively, the "Company
Agreements"). The undersigned agrees that the Guez Guaranty shall apply to all
obligations of the Company under the above Amendment and the Company Agreements.
The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions
of the above Amendment shall in any way limit any of the terms or provisions of
the Guez Guaranty or any other documents executed by the undersigned in favor of
FTC, all of which are hereby ratified and affirmed and the same shall continue
in full force and effect in accordance with the provisions hereof.
/s/ Xxxx Xxxx
----------------------------
Xxxx Xxxx
AGREEMENT AND REAFFIRMATION BY GUARANTOR
The undersigned has executed a Guaranty dated July 25, 2005 (the "Trust
Guaranty") in connection with the Factoring Agreement between BLUE HOLDINGS,
INC. (the "Company") and FTC COMMERCIAL CORP. ("FTC") dated July 25, 2005, the
Inventory Loan Facility Agreement between the Company and FTC dated July 25,
2005 and various related instruments and documents (collectively, the "Company
Agreements"). The undersigned agrees that the Trust Guaranty shall apply to all
obligations of the Company under the above Amendment and the Company Agreements.
The undersigned hereby reaffirms the Trust Guaranty and agrees that no
provisions of the above Amendment shall in any way limit any of the terms or
provisions of the Trust Guaranty or any other documents executed by the
undersigned in favor of FTC, all of which are hereby ratified and affirmed and
the same shall continue in full force and effect in accordance with the
provisions hereof.
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The Xxxx and Xxxxxxxxx Xxxx Living Trust dated
February 13, 1998
/s/ Xxxx Xxxx
----------------------------
Xxxx Xxxx, Trustee
/s/ Xxxxxxxxx Xxxx
----------------------------
Xxxxxxxxx Xxxx, Trustee
AGREEMENT AND REAFFIRMATION BY GUARANTOR
The undersigned has executed a Guaranty dated July 25, 2005 (the "Antik
Guaranty") in connection with the Factoring Agreement between BLUE HOLDINGS,
INC. (the "Company") and FTC COMMERCIAL CORP. ("FTC") dated July 25, 2005, the
Inventory Loan Facility Agreement between the Company and FTC dated July 25,
2005 and various related instruments and documents (collectively, the "Company
Agreements"). The undersigned agrees that the Antik Guaranty shall apply to all
obligations of the Company under the above Amendment and the Company Agreements
and that such obligations shall be secured by a first lien on and security
interest in all of the assets of the undersigned in which the undersigned has
granted FTC a security interest.
The undersigned hereby reaffirms the Antik Guaranty and agrees that no
provisions of the above Amendment shall in any way limit any of the terms or
provisions of the Antik Guaranty or any other documents executed by the
undersigned in favor of FTC, all of which are hereby ratified and affirmed and
the same shall continue in full force and effect in accordance with the
provisions hereof.
ANTIK DENIM, LLC
By: /s/ Xxxxxxx Xxxx
----------------------------
Print Name: Xxxxxxx Xxxx
Title: CFO
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