AMENDED AND RESTATED OPERATING AGREEMENT OF LIFE & DEATH, LLC, A CALIFORNIA LIMITED LIABILITY COMPANYOperating Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
BLUE HOLDINGS, INC. 5804 E. SLAUSON AVE. COMMERCE, CALIFORNIA 90040 October 9, 2006 VIA FACSIMILE AND U.S. MAIL Long Rap, Inc. 1420 Wisconsin Avenue, NW Washington, DC 20007 Attention: Charles Rendelman Telephone No.: 202-337-6610 E-mail:...Merger Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl
FTC COMMERCIAL CORP.Security Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.7 As of October 31, 2005 Taverniti So Jeans, LLC 5804 E. Slauson Avenue Commerce, CA 90040 Attn: Paul Guez Re: Inventory Loan Facility Dear Paul: Reference is made to (i) the Factoring Agreement between FTC Commercial Corp. ("FTC") and...Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl
ANNUAL PERIOD" AMOUNT --------------- ------ YEAR ONE -- YEAR TWO -- YEAR THREE $137,500 YEAR FOUR $162,500 YEAR FIVE $187,500License Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
17. TERMINATION BY EMPLOYEE.Joint Venture Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl
EXHIBIT 10.3 WESTFIELD SAN FRANCISCO CENTRE LEASE ADDENDUM This document constitutes an Addendum to the Lease made as of the ______________ day of ________________ , 2006, by and between EMPORIUM DEVELOPMENT, L.L.C., a Delaware limited liability...Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl
FTC COMMERCIAL CORP.Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl • California
FTC COMMERCIAL CORP. GUARANTYBlue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, TAVERNITI SO JEANS, LLC (hereinafter referred to as "Guarantor") hereby unconditionally and irrevocably delivers this Guaranty to FTC COMMERCIAL CORP. (hereinafter referred to as "FTC") and hereby unconditionally and irrevocably guarantees to FTC, and any transferee of this Guaranty or of any liability guaranteed hereby, the full and prompt payment and performance of all present and future liabilities, obligations and indebtedness of BLUE HOLDINGS, INC. (hereinafter referred to as the "Principal") to FTC irrespective of their nature, the time they arise, when due, whether absolute or contingent, liquidated or unliquidated, legal or equitable, whether the Principal is liable individually or jointly or with others, and whether recovery thereof is or becomes barred by a statute of limitations or otherwise becomes unenforceable (individually a "liability" and collectively the "liabilities"). T
EXHIBIT 10.28 ASSIGNMENT AND ASSUMPTION OF LEASE This Assignment and Assumption of Lease ("Assignment") is made and is effective as of August 1, 2005, by and among Blue Concept, LLC, a California limited liability company (the "Assignor,"), Blue...Assignment and Assumption of Lease • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl
EXHIBIT 10.6 FTC COMMERCIAL CORP.Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl
EXHIBIT 10.4 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the "AGREEMENT") is made as of this 18th day of July, 2006 (the "EFFECTIVE DATE"), by and among Caitac International, Inc., a corporation...Assignment, Assumption and Amendment Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
FTC COMMERCIAL CORP.Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.21 CONTINUING SECURITY AGREEMENTContinuing Security Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
FTC COMMERCIAL CORP.Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.18 INDEMNITY AGREEMENT FOR FACTOR AND SUPPLIER GUARANTEES THIS INDEMNITY AGREEMENT (this "Agreement") is entered into as of January 1, 2006, between FTC COMMERCIAL CORP. ("FTC") and Blue Holdings, Inc. (the "Client"). 1. GUARANTEES. From...Indemnity Agreement for Factor and Supplier Guarantees • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
FTC COMMERCIAL CORP.Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl • California
FTC COMMERCIAL CORP.Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl • California
FTC COMMERCIAL CORP.Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.5 July 25, 2005 Blue Holdings, Inc. 5804 E. Slauson Avenue Commerce, CA 90040 Attn: Paul Guez Re: Inventory Loan Facility Dear Paul: Reference is made to (i) the Factoring Agreement between FTC Commercial Corp. ("FTC") and Blue Holdings...Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl
RECITALSMembership Acquisition Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
