Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 81 493K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 28 113K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 17 74K
4: EX-4.1 Instrument Defining the Rights of Security Holders 2 16K
5: EX-4.2 Instrument Defining the Rights of Security Holders 4± 22K
6: EX-10.1 Material Contract 3 18K
15: EX-10.10 Material Contract 6 34K
16: EX-10.11 Material Contract 6 33K
17: EX-10.12 Material Contract 11 42K
18: EX-10.13 Material Contract 4 21K
19: EX-10.14 Material Contract 10 44K
20: EX-10.15 Material Contract 4 22K
21: EX-10.16 Material Contract 10 43K
22: EX-10.17 Material Contract 3 20K
23: EX-10.18 Material Contract 9 41K
24: EX-10.19 Material Contract 2 15K
7: EX-10.2 Material Contract 2 17K
25: EX-10.20 Material Contract 8 35K
26: EX-10.21 Material Contract 17 62K
27: EX-10.22 Material Contract 2± 13K
28: EX-10.23 Material Contract 2 17K
29: EX-10.24 Material Contract 19 56K
30: EX-10.25 Material Contract 13 50K
31: EX-10.26 Material Contract 7 35K
32: EX-10.27 Material Contract 4 17K
33: EX-10.28 Material Contract 9 40K
34: EX-10.29 Material Contract 10 47K
8: EX-10.3 Material Contract 6 43K
35: EX-10.30 Material Contract 6 35K
36: EX-10.31 Material Contract 6 31K
37: EX-10.32 Material Contract 11 57K
38: EX-10.35 Material Contract 37 125K
39: EX-10.36 Material Contract 18 52K
9: EX-10.4 Material Contract 7 36K
10: EX-10.5 Material Contract 2± 14K
11: EX-10.6 Material Contract 3 21K
12: EX-10.7 Material Contract 4 20K
13: EX-10.8 Material Contract 1 12K
14: EX-10.9 Material Contract 1 14K
40: EX-21.1 Subsidiaries of the Registrant 1 10K
41: EX-23.1 Consent of Experts or Counsel 1 11K
42: EX-27.1 Financial Data Schedule (Pre-XBRL) 2 14K
EXHIBIT 10.6
DEMAND NOTE (SECURED)
FOR VALUE RECEIVED, the undersigned ("Obligor") promises to pay to the
order of Gibraltar Financial Corporation ("Payee") at its principal place of
business in Northbrook, Illinois, or such other place as Payee may designate
from time to time hereafter, the principal sum of $1,000,000.00 or such lesser
or greater principal sum as may then be owed by Obligor to Payee pursuant to
that certain Revolving Accounts Receivable Funding Agreement dated November 25,
1997 and as same may be amended hereafter from time to time (the "Funding
Agreement"). In Addition, Obligor agrees to additionally pay those charges as
provided pursuant to Paragraph 3 of the Funding Agreement and all other amounts
due and owing pursuant to the Funding Agreement. Obligor's obligations and
liabilities to the Payee under this Note and all other obligations and
liabilities of the Obligor to the Payee under the Funding Agreement, whether
primary, secondary, direct, contingent, fixed or otherwise, heretofore, now
and/or from time to time hereafter owing, due or payable to the Payee by the
Obligor ("Obligor's Liabilities") shall be payable on demand.
To secure the prompt payment of Obligor's Liabilities and the prompt,
full and faithful performance by Obligor of all the provisions to be kept,
observed or performed by the Obligor under this Note and/or pursuant to the
Funding Agreement, Obligor has granted to Payee a security interest in
Obligor's property as more fully set forth and described in the Funding
Agreement. All of said described property is referred to herein individually
and collectively as Collateral.
Regardless of the adequacy of the Collateral, any deposits or other sums
at any time credited by or payable or due from Payee to Obligor, or any monies,
cash, cash equivalents, securities instruments, documents or other assets of
Obligor in the possession or control of Payee or its bailee for any purpose, may
be reduced to cash and applied by Payee to or setoff by Payee against Obligor's
Liabilities.
Payee may take, and Obligor hereby waives notice of, any action from time
to time that payee may deem necessary or appropriate to maintain or protect the
Collateral and Payee's security interest therein, and in particular Payee may at
any time (i) transfer the whole or any part of the collateral into the name of
the Payee or its nominee, (ii) collect any amounts due on Collateral directly
from persons obligated thereon, (iii) take control or any proceeds and products
of Collateral, and/or (iv) sue or make any compromise or settlement with respect
to any Collateral. Obligor hereby releases Payee from any and all causes of
action or claims which Obligor may now or hereafter have for any asserted loss
or damage to Obligor claimed to be caused by or arising from: (a) Payee's taking
any action permitted by this paragraph; (b) any failure of Payee to protect,
enforce or collect in whole or in part any of the Collateral; and/or (c) any
other act or omissions to act on the part of Payee, its officers, agents or
employees, except for willful misconduct.
1
Upon demand, (i) all of Obligor's Liabilities shall be immediately due and
payable; (ii) Payee may exercise any one or more of the rights and remedies
accruing to a secured party under the Uniform Commercial Code of the relevant
jurisdiction and any other applicable law upon default by a debtor; (iii) Payee
may enter, with or without process of law and without breach of the peace, any
premises where the Collateral is or may be located, and may seize or remove the
Collateral from said premises and/or remain upon said premises and use the same
for the purpose of collecting, preparing and disposing of the Collateral; and/or
(iv) Payee may sell or otherwise dispose of the Collateral at public or private
sale for cash or credit; provided, however, that Obligor shall be credited with
the net proceeds of any such sale only when the same are actually received by
Payee.
Immediately upon demand by Payee, Obligor shall assemble the Collateral
and make it available to Payee at a place or places to be designated by Payee
which is reasonably convenient to Payee and Obligor.
All of Payee's rights and remedies under this Note are cumulative and
non-exclusive. The acceptance by Payee of any partial payment made hereunder
after the time when any of Obligor's Liabilities become due and payable will not
establish a custom or waive any rights of Payee to enforce prompt payment
hereof. Payee's failure to require strict performance by Obligor of any
provision of this Note shall not waive, affect or diminish any right of Payee
thereafter to demand strict compliance and performance therewith. Obligor and
every endorser waive presentment, demand and protest and notice of presentment,
protest, default, non-payment, maturity, release, compromise, settlement
extension or renewal of this Note, and hereby ratify and confirm whatever Payee
may do in this regard. Obligor further waives any and all notice or demand to
which Obligor might be entitled with respect to this Note by virtue of any
applicable statue of law (to the extent permitted by law).
Obligor agrees to pay, immediately upon demand by Payee, any and all
costs, fees and expenses (including reasonable attorney's fees, costs and
expenses) incurred by Payee (i) in enforcing any of Payee's rights hereunder,
and (ii) in representing Payee in any litigation, contest, suit or dispute, or
to commence, defend or intervene or to take any action with respect to any
litigation, contest, suit or dispute (whether instituted by Payee, Obligor or
any other person) in any way relating to this Note, Obligor's Liabilities or the
Collateral, and to the extent not paid, the same shall become part of Obligor's
Liabilities.
This Note shall be deemed to have been submitted by Obligor to Payee and
to have been made at Payee's principal place of business. This Note shall be
governed and controlled by the internal laws of the State of Illinois and not
the law of conflicts.
Cash Advances under this Note may be made by Payee upon oral or written
request of any person authorized to make such requests on behalf of Obligor
("Authorized Person"). Obligor agrees that Payee may act on requests which Payee
in good faith believes to be made by an Authorized Person, regardless of whether
such requests are in fact made by an Authorized Person.
2
Any such advance shall be conclusively presumed to have been made by Payee to or
for the benefit of Obligor. Obligor does hereby irrevocably confirm, ratify and
approve all such Cash Advances by Payee and agrees to indemnify Payee against
any and all loses and expenses (including reasonable attorneys' fees) and shall
hold Payee harmless with respect thereto.
TO INDUCE PAYEE TO ACCEPT THIS NOTE, OBLIGOR IRREVOCABLY AGREES THAT,
SUBJECT TO PAYEE'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY
WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE SHALL BE
LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE OF ILLINOIS.
OBLIGOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR
FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE. OBLIGOR HEREBY WAIVES AND
RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT
AGAINST OBLIGOR BY PAYEE IN ACCORDANCE WITH THIS PARAGRAPH.
OBLIGOR IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
COUNTERCLAIM OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY AMENDMENT, OR THE FUNDING AGREEMENT, OR (II)
ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS
NOTE OR ANY SUCH AMENDMENT, OR THE FUNDING AGREEMENT, AND AGREES THAT ANY SUCH
ACTION, SUIT, COUNTERCLAIM OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.
DATE: November 25, 1997
OBLIGOR:
HIPPO, INC.
BY: /S/ Jim Dodrill
--------------------------
Jim Dodrill, President
3
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 7/7/98 | | | | | | | None on these Dates |
| | 11/25/97 | | 1 | | 3 |
| List all Filings |
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