ex10-8.htm


    Exhibit
10.8

    


    Form of
Credit Agreement – Citibank, N.A.

    


     Credit Approval
Letter

     

    September
26, 2008

    Marani
Brands, Inc. 13152

    Raymer
Street

    North
Hollywood, CA 91605

     

    Re:
$1,000,000.00 Relationship Ready Line of Credit

     

    Ladies
and Gentlemen:

    


    Citibank,
N.A. ("Citibank" or "Bank") is pleased to offer a relationship ready line of
credit ("RRC") on the terms and conditions outlined below and as set forth in
the Credit Terms and Conditions Disclosure Booklet provided to you (the
"Disclosure Booklet"). Terms not defined herein shall have the meanings given to
them in the Disclosure Booklet.

    


    General Terms of
RRC:

    


    Amount of Credit
Available:          $1,000,000.00

    


    Borrower:                                           Marani
Brands, Inc. ("Borrower")

    


    Person(s) Providing
Collateral:      Marani Brands, Inc.
Grantor")

    


    First Day
Available:

    


    The first
day this RRC is available is the date each of the requirements set forth in this
Credit Approval Letter are satisfied.

    


    Last Day
Available:

    


    The RRC
is offered until the cancellation of the RRC by either Citibank or the Borrower
at which time the then outstanding principal balance of the RRC and all accrued
but unpaid interest shall be repaid in the manner set forth below.

    


    Interest Rate; Payments of
Interest:

    


    The RRC
will bear interest at a rate per annum equal to the Citibank Prime Rate plus
0.00%.

    Interest
shall be payable monthly.

    Interest
shall be calculated on the basis of actual days elapsed in a 360 day
year.

    


    Use of Proceeds of
Loans:

    


    Proceeds
of the Loans will be used to finance working capital requirements.

    


    Requests for
Loans:

    


    Loans may
be obtained by using checks furnished by Citibank, transfers made on Citibank's
on-line banking system and any other method acceptable to Citibank from time to
time. Citibank will have no obligation to honor a request for a Loan if (i) the
maximum amount of the RRC has or would be exceeded by making the Loan, (ii) the
check is post-dated, (iii) the Borrower's checks have been reported lost or
stolen, (iv) a check is not signed by an authorized signer, or (v) an Event of
Default shall exist.

    


    Repayment:

    


    In
addition to payments of interest as set forth above, upon the cancellation of
the RRC, provided that no Event of Default has occurred and is continuing, the
principal balance of the RRC as of the date of the cancellation thereof shall be
repaid in forty eight (48) equal monthly installments of principal each in the
amount of the 1/48th of
such principal balance payable monthly beginning in the month immediately
following such cancellation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Repayment of
Loans:

    


    Subject
to the terms and conditions hereof, the Disclosure Booklet, and the terms and
conditions set forth in any other agreement between the Bank and the Borrower
with respect to the RRC, the Borrower may borrow, repay in whole or in part, and
re-borrow on a revolving basis, up to the maximum amount of the RRC. The Bank
shall maintain its records to reflect the amount and date of each Loan, the
interest rate applicable to such Loan and each payment of principal and interest
thereon. All such records shall, absent manifest error, be conclusive as to the
outstanding principal amount of the RRC; provided, however, that the failure to
make any notation to the Bank's records shall not limit or otherwise affect the
obligations of the Borrower to repay each Loan made by the Bank, in accordance
with the terms hereof.

    


    Obligations While RRC is in
Effect:

    


    1. Reporting
Requirements:

    


    To assist
Citibank in conducting its ongoing credit review, the following will be provided
to Citibank while the RRC is offered:

    


    Financial Statements and Tax
Returns. Recent fiscal year tax returns or CPA reviewed Financial
Statements in addition to updated Personal Financial Statements, upon
request.

    


    Insurance. With
respect to Borrower or Guarantor, notice of any insurance claim made by such
party in excess of $50,000.00.

     

    II. Financial
Covenants.

     

    None

     

    III.
Miscellaneous
Provisions.

     

    Entire
Agreement

    


    This
Credit Approval Letter, the Disclosure Booklet and the other Loan Documents
executed in connection with the RRC set forth the entire agreement among the
parties hereto related to the RRC and the transactions contemplated hereby and
supersede any prior oral or written statements or agreements with respect
thereto.

     

    Waivers

    


    The
Borrower and Guarantors each hereby waives presentment, demand for payment,
protest, notice of dishonor, and any and all other notices or demands in
connection with the delivery, acceptance, performance, default, or enforcement
of this Credit Approval Letter, the Disclosure Booklet and all other Loan
Documents.

    


    Waiver of Jury
Trial

    


    To the
fullest extent permitted by applicable law, the Borrower, each Guarantor and
Citibank waive all rights to trial by jury on any cause of action directly or
indirectly involving the terms, covenants or conditions hereof, of the
Disclosure Booklet or any other Loan Document.

    


    Authorization of
Transactions

    


    The
Borrower is duly authorized to execute and deliver this Credit Approval Letter
and the other Loan Documents and to borrow under, and to effect all other
transactions contemplated by, this Credit Approval Letter and the other Loan
Documents to which it is a party.

    


    Each
Guarantor that is an Entity is duly authorized to execute and deliver this
Credit Approval Letter and the other Loan Documents to which it is a party and
to effect all other transactions contemplated by, this Credit Approval Letter
and the other Loan Documents to which it is a party.

    


    Application of Covenants and
Agreements

    


    Notwithstanding
anything to the contrary contained in this Credit Approval Letter, any
agreements or covenants of Borrower hereunder that require or permit performance
including on or by dates that are beyond the Last Day Available, shall be
applicable as to such dates only insofar as the RRC is extended by Citibank in
its sole discretion.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    IV. Disclosure Booklet.
The Borrower and each Guarantor hereby acknowledge the receipt of the Disclosure
Booklet, which shall be applicable to the RRC.

    


    V. Uncommitted Line of
Credit. All Loans under the RRC, are at Citibank's sole and absolute
discretion and Citibank, at its option and without notice to the Borrower, may
decline to make any Loan requested by the Borrower.

    


    VI. Special Terms.
Notwithstanding anything to the contrary set forth herein. in the Disclosure
Booklet or in any other Loan Document, the following special terms shall apply
to the RRC:

    


    Collateral

    


    Notwithstanding
anything to the contrary contained in the Disclosure Booklet, the Collateral
shall consist of the following:

    


    For
accounts deposited with Citibank: The Borrower, shall have entered into
Citibank's standard Pledge Agreement for the bank account(s) being
pledged.

    


    VII.
Additional
Terms.

    


    None

    


    VIII.
Acceptance of
RRC.

    


    In order
to accept this RRC, please sign the enclosed copy of this Credit Approval Letter
in the space indicated below and return it to Citibank together with the
borrowing and any guarantying resolutions attached to this Credit Approval
Letter completed and signed as required and any required Loan Documents within
fourteen days of the date hereof.

    


    Very
truly yours,

    


    CITIBANK,
N.A.

    


    By
signing below, Borrower acknowledges receipt of this Credit Approval Letter, the
Disclosure Booklet and all other Loan Documents. and agrees to the terms and
provisions contained therein.