SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Live Ventures Inc. – ‘10-Q’ for 6/30/20 – ‘EX-10.3’

On:  Friday, 8/14/20, at 3:37pm ET   ·   For:  6/30/20   ·   Accession #:  1564590-20-40276   ·   File #:  1-33937

Previous ‘10-Q’:  ‘10-Q/A’ on 8/14/20 for 3/31/20   ·   Next:  ‘10-Q’ on 2/16/21 for 12/31/20   ·   Latest:  ‘10-Q’ on 2/8/24 for 12/31/23   ·   14 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/14/20  Live Ventures Inc.                10-Q        6/30/20   96:13M                                    ActiveDisclosure/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    896K 
 2: EX-10.3     Material Contract                                   HTML     47K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     33K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     29K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     29K 
13: R1          Document and Entity Information                     HTML     81K 
14: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    127K 
15: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     56K 
                (Parenthetical)                                                  
16: R4          Condensed Consolidated Statements of Income         HTML    105K 
                (Unaudited)                                                      
17: R5          Condensed Consolidated Statements of Cash Flows     HTML    131K 
                (Unaudited)                                                      
18: R6          Condensed Consolidated Statements of Changes in     HTML     67K 
                Stockholders' Equity (Unaudited)                                 
19: R7          Background and Basis of Presentation                HTML     36K 
20: R8          Summary of Significant Accounting Policies          HTML     74K 
21: R9          Leases                                              HTML     61K 
22: R10         Acquisition                                         HTML     32K 
23: R11         Balance Sheet Detail Information                    HTML    197K 
24: R12         Intangibles                                         HTML     43K 
25: R13         Long Term Debt                                      HTML    253K 
26: R14         Notes Payable, Related Parties                      HTML     70K 
27: R15         Stockholders' Equity                                HTML     31K 
28: R16         Warrants                                            HTML    104K 
29: R17         Stock-Based Compensation                            HTML    183K 
30: R18         Earnings Per Share                                  HTML    166K 
31: R19         Related Party Transactions                          HTML     38K 
32: R20         Commitments and Contingencies                       HTML     51K 
33: R21         Income Taxes                                        HTML     32K 
34: R22         Segment Reporting                                   HTML    267K 
35: R23         Subsequent Events                                   HTML     49K 
36: R24         Summary of Significant Accounting Policies          HTML    131K 
                (Policies)                                                       
37: R25         Leases (Tables)                                     HTML     58K 
38: R26         Balance Sheet Detail Information (Tables)           HTML    196K 
39: R27         Intangibles (Tables)                                HTML     42K 
40: R28         Long-Term Debt (Tables)                             HTML    219K 
41: R29         Notes Payable, Related Parties (Tables)             HTML     65K 
42: R30         Warrants (Tables)                                   HTML    107K 
43: R31         Stock-Based Compensation (Tables)                   HTML    185K 
44: R32         Earnings Per Share (Tables)                         HTML    163K 
45: R33         Commitments and Contingencies (Tables)              HTML     37K 
46: R34         Segment Reporting (Tables)                          HTML    260K 
47: R35         Background and Basis of Presentation - Additional   HTML     29K 
                Information (Details)                                            
48: R36         Summary of Significant Accounting Policies -        HTML    103K 
                Additional Information (Details)                                 
49: R37         Leases - Additional Information (Details)           HTML     65K 
50: R38         Leases - Schedule of Right of Use Assets and Lease  HTML     32K 
                Liabilities (Details)                                            
51: R39         Leases - Schedule of Present Value of Future Lease  HTML     45K 
                Payments (Details)                                               
52: R40         Acquisition - Additional Information (Detail)       HTML     42K 
53: R41         Balance Sheet Detail Information - Schedule of      HTML    134K 
                Balance Sheet Detail Information (Details)                       
54: R42         Intangibles - Future Amortization Expense Related   HTML     41K 
                to Intangible Assets (Details)                                   
55: R43         Long Term Debt - Bank of America Revolver Loan -    HTML     69K 
                Additional Information (Details)                                 
56: R44         Long-Term Debt - Schedule of Fixed Coverage Ratio   HTML     52K 
                (Details)                                                        
57: R45         Long-Term Debt - Summary of Bank Revolver           HTML     47K 
                (Details)                                                        
58: R46         Long Term Debt - Real Estate Transaction -          HTML     49K 
                Additional Information (Details)                                 
59: R47         Long Term Debt - Equipment Loans - Additional       HTML     62K 
                Information (Details)                                            
60: R48         Long Term Debt - Lonesome Oak Equipment Loan -      HTML     38K 
                Additional Information (Details)                                 
61: R49         Long Term Debt - Seller Subordinated Acquisition    HTML     37K 
                Obligation Marquis - Additional Information                      
                (Details)                                                        
62: R50         Long Term Debt - Texas Capital Bank Revolver Loan   HTML     66K 
                - Additional Information (Details)                               
63: R51         Long Term Debt - Sellers Subordinated Acquisition   HTML     38K 
                Note - Vintage - Additional Information (Details)                
64: R52         Long Term Debt - Crossroads Revolver - Additional   HTML     67K 
                Information (Details)                                            
65: R53         Long Term Debt - Comvest Term Loan - Additional     HTML    115K 
                Information (Details)                                            
66: R54         Long Term Debt - Marquis PPP Loan - Additional      HTML     37K 
                Information (Details)                                            
67: R55         Long Term Debt - Schedule of Long-term Debt         HTML     79K 
                (Details)                                                        
68: R56         Long Term Debt - Schedule of Long-term Debt         HTML     39K 
                (Parenthetical) (Details)                                        
69: R57         Long Term Debt - Schedule of Future Maturities of   HTML     46K 
                Long-term Debt (Details)                                         
70: R58         Notes Payable, Related Parties - Additional         HTML     62K 
                Information (Details)                                            
71: R59         Notes Payable, Related Parties - Schedule of Notes  HTML     39K 
                Payable Related Parties (Details)                                
72: R60         Notes Payable, Related Parties - Schedule of        HTML     47K 
                Future Maturities of Notes (Details)                             
73: R61         Stockholders' Equity - Additional Information       HTML     40K 
                (Details)                                                        
74: R62         Warrants - Additional Information (Details)         HTML     35K 
75: R63         Warrants - Summary of Warrant Activity (Details)    HTML     37K 
76: R64         Warrants - Summary of Information Assuming          HTML     36K 
                Warrants are Exercised and Exchanged for Common                  
                Shares (Details)                                                 
77: R65         Warrants - Summary of Warrants Outstanding and      HTML     48K 
                Exercisable (Details)                                            
78: R66         Stock-Based Compensation - Additional Information   HTML     36K 
                (Details)                                                        
79: R67         Stock-Based Compensation - Summary of Stock Option  HTML     53K 
                Activity (Details)                                               
80: R68         Stock-Based Compensation - Summary of Exercise      HTML     74K 
                Price for Stock Options Outstanding and                          
                Exercisable (Details)                                            
81: R69         Stock-Based Compensation - Summary of Non-Vested    HTML     39K 
                Shares (Details)                                                 
82: R70         Earnings Per Share - Computation of Basic and       HTML     75K 
                Diluted Net Earnings Per Share (Details)                         
83: R71         Earnings Per Share - Additional Information         HTML     29K 
                (Details)                                                        
84: R72         Related Party Transactions - Additional             HTML    123K 
                Information (Details)                                            
85: R73         Commitments and Contingencies - Additional          HTML     85K 
                Information (Details)                                            
86: R74         Commitments and Contingencies - Summary of          HTML     33K 
                Warranty Reserve Activity (Details)                              
87: R75         Income Taxes - Additional Information (Details)     HTML     51K 
88: R76         Segment Reporting - Additional Information          HTML     29K 
                (Details)                                                        
89: R77         Segment Reporting - Summary of Segment Information  HTML     62K 
                (Details)                                                        
90: R78         Subsequent Events - Acquisition of Precision        HTML     35K 
                Industries, Inc. - Additional Information                        
                (Details)                                                        
91: R79         Subsequent Events - Loan with Encina Business       HTML    110K 
                Credit, LLC - Additional Information (Details)                   
92: R80         Subsequent Events - Loan from Isaac Capital Group   HTML     43K 
                LLC - Additional Information (Details)                           
93: R81         Subsequent Events - Loan from Spriggs Investments   HTML     42K 
                LLC - Additional Information (Details)                           
95: XML         IDEA XML File -- Filing Summary                      XML    178K 
94: EXCEL       IDEA Workbook of Financial Reports                  XLSX    135K 
 7: EX-101.INS  XBRL Instance -- live-20200630                       XML   3.81M 
 9: EX-101.CAL  XBRL Calculations -- live-20200630_cal               XML    226K 
10: EX-101.DEF  XBRL Definitions -- live-20200630_def                XML   1.15M 
11: EX-101.LAB  XBRL Labels -- live-20200630_lab                     XML   1.73M 
12: EX-101.PRE  XBRL Presentations -- live-20200630_pre              XML   1.54M 
 8: EX-101.SCH  XBRL Schema -- live-20200630                         XSD    280K 
96: ZIP         XBRL Zipped Folder -- 0001564590-20-040276-xbrl      Zip    238K 


‘EX-10.3’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C: 

 

Exhibit 10.3

TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT

THIS TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this "Amendment") is made and entered into this 6th day of July, 2020, by and among MARQUIS AFFILIATED HOLDINGS LLC, a Delaware limited liability company ("Holdings"), MARQUIS INDUSTRIES, INC., a Georgia corporation, and successor by merger with A-O Industries, LLC, a Georgia limited liability company, Astro Carpet Mills, LLC, a Georgia limited liability company, Constellation Industries, LLC, a Georgia limited liability company, S F Commercial Properties, LLC, a Georgia limited liability company, and Lonesome Oak Trading Co., Inc., a Georgia corporation ("Marquis”, together with Holdings, collectively, the "Borrowers" and each, individually, a "Borrower") and BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns, "Lender").

Recitals:

Lender and Borrowers are parties to a certain Loan and Security Agreement dated as of July 6, 2015 (as at any time amended, restated, supplemented or otherwise modified, the "Loan Agreement") pursuant to which Lender has made loans and other financial accommodations to Borrowers.

Borrowers have informed Lender of their desire to prepay in full the outstanding principal balance of (and accrued interest on) the Mezzanine Debt (“2020 Mezzanine Debt Prepayment”). Pursuant to Section 4 of the Debt and Lien Subordination Agreement, Borrowers are restricted from making prepayments of the Mezzanine Debt unless all of the conditions set forth therein are satisfied at the time of and after giving effect to such prepayment. As such, Borrowers have requested that Lender waives compliance with clause (ii)(b) of the definition of Permitted Payments in the Debt and Lien Subordination Agreement, solely to the extent necessary to permit the 2020 Mezzanine Debt Prepayment.

The parties desire to amend the Loan Agreement as hereinafter set forth.

NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Definitions.  Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Loan Agreement.

2.Amendments to Loan Agreement.  The Loan Agreement is hereby amended as follows:

(a)By adding the following new definition to Section 1.1 of the Loan Agreement in alphabetical sequence:

2020 Mezzanine Debt Prepayment: that certain prepayment in full of the Mezzanine Debt by the Borrowers made on or before July 31, 2020 in the aggregate amount of the sum of (x) $2,000,000.00 of principal, plus (y) $694.45 of interest accruing on a daily basis from July 1, 2020 until the date of prepayment.

(b)By deleting the definition of Fixed Charges contained in Section 1.1 of the Loan Agreement and replacing in lieu thereof the following:

 

6551089.v7


 

Fixed Charges: the sum of interest expense (other than payment-in-kind) and principal payments made on Borrowed Money (other than the 2020 Mezzanine Debt Prepayment), income taxes paid in cash and Distributions made (excluding (a) Upstream Payments, (b) Distributions made on or about the Closing Date that relate to transactions contemplated by the Marquis SPA Documents, as in effect on the Closing Date, (c) the Sixth Amendment Distribution, (d) the Synovus Debt, and (e) the LOTC Holdback Amount).

3.Consent to the 2020 Mezzanine Debt Prepayment.  Lender hereby waives compliance with clause (ii)(b) of the definition of Permitted Payments in the Debt and Lien Subordination Agreement, solely to the extent necessary to permit the 2020 Mezzanine Debt Prepayment, so long as each of the following conditions precedent are satisfied, in form and substance satisfactory to Lender: (a) all conditions precedent to the effectiveness of this Amendment have been satisfied; (b) no Default or Event of Default exists; (c) all conditions to the 2020 Mezzanine Debt Prepayment in the Debt and Lien Subordination Agreement are satisfied other than the requirement under clause (ii)(b) of the definition of Permitted Payments contained therein, and (d) the 2020 Mezzanine Debt Prepayment is made on or before July 31, 2020.

4.Ratification and Reaffirmation.  Borrowers hereby ratify and reaffirm the Obligations, each of the Loan Documents, and all of Borrowers' covenants, duties, indebtedness and liabilities under the Loan Documents.

5.Acknowledgments and Stipulations.  Each Borrower acknowledges and stipulates that each of the Loan Documents executed by such Borrower creates legal, valid and binding obligations of such Borrower that are enforceable against such Borrower in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby knowingly and voluntarily waived by such Borrower); the security interests and liens granted by such Borrower in favor of Lender are duly perfected, first priority security interests and liens.

6.Representations and Warranties.  Each Borrower represents and warrants to Lender, to induce Lender to enter into this Amendment, that no Default or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have been duly authorized by all requisite company action on the part of such Borrower and this Amendment has been duly executed and delivered by such Borrower; and all of the representations and warranties made by such Borrower in the Loan Agreement are true and correct on and as of the date hereof.

7.Reference to Loan Agreement.  Upon the effectiveness of this Amendment, each reference in the Loan Agreement to "this Agreement," "hereunder," or words of like import shall mean and be a reference to the Loan Agreement, as amended by this Amendment.

8.Breach of Amendment.  This Amendment shall be part of the Loan Agreement and a breach of any representation, warranty or covenant herein shall constitute an Event of Default.

9.Conditions Precedent.  The effectiveness of the amendments contained in Section 2 hereof and the consent contained in Section 3 hereof are subject to the satisfaction of each of the following conditions precedent, in form and substance satisfactory to Lender, unless satisfaction thereof is specifically waived in writing by Lender:

(a)Lender shall have received a counterpart of this Amendment, duly executed by each Borrower;

 

- 2 -


 

(b)Lender shall have received an executed secretary’s certificate for each Borrower, in substantially the forms attached hereto; and

(c)Lender shall have received such other agreements, instruments and documents as Lender may reasonably request.

10.Expenses of Lender.  Each Borrower agrees to pay, on demand, all costs and expenses incurred by Lender in connection with the preparation, negotiation and execution of this Amendment and any other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the costs and fees of Lender's legal counsel and any taxes, filing fees and other expenses associated with or incurred in connection with the execution, delivery or filing of any instrument or agreement referred to herein or contemplated hereby.

11.Release of Claims.  To induce Lender to enter into this Amendment, each Borrower hereby RELEASES, ACQUITS AND FOREVER DISCHARGES Lender, and all officers, directors, agents, employees, successors and assigns of Lender, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that such Borrower now has or ever had against Lender arising under or in connection with any of the Loan Documents or otherwise. Each Borrower represents and warrants to Lender that such Borrower has not transferred or assigned to any Person any claim that such Borrower ever had or claimed to have against Lender.

12.Effectiveness; Governing Law.  This Amendment shall be effective upon acceptance by Lender in Atlanta, Georgia (notice of which acceptance is hereby waived), whereupon the same shall be governed by and construed in accordance with the internal laws of the State of Georgia.

13.No Novation, etc.  Except as otherwise expressly provided in this Amendment, nothing herein shall be deemed to amend or modify any provision of the Loan Agreement or any of the other Loan Documents, each of which shall remain in full force and effect.  This Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Loan Agreement as herein modified shall continue in full force and effect.

14.Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

15.Further Assurances.  Each Borrower agrees to take such further actions as Lender shall reasonably request from time to time in connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby.

16.Miscellaneous.  This Amendment expresses the entire understanding of the parties with respect to the subject matter hereof and may not be amended except in a writing signed by the parties.

17.Waiver of Jury Trial.  To the fullest extent permitted by Applicable Law, each party hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this Amendment.

18.Execution.  This Amendment may be in the form of an Electronic Record and may be executed using electronic signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record.  This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic

- 3 -


 

counterparts, but all such counterparts are one and the same Amendment.   For the avoidance of doubt, the authorization under this paragraph may include use or acceptance by Lender of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.

 

- 4 -


 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal and delivered by their respective duly authorized officers on the date first written above.


 

 

ATTEST:

 

 

_/s/ Tony Isaac_________________________

Tony Isaac, Secretary

 

[COMPANY SEAL]

 

BORROWERS:

 

MARQUIS AFFILIATED HOLDINGS LLC

 

 

By: ___/s/ Jon Isaac___________________________

       Jon Isaac, President and Chief Executive Officer

 

 

ATTEST:

 

___/s/ Tim Young_______________________

Tim Young, Secretary

 

[CORPORATE SEAL]

 

MARQUIS INDUSTRIES, INC.

 

 

By: ____/s/ Weston A. Godfrey, Jr._______________

       Weston A. Godfrey, Jr., Chief Executive Officer

 

 

 

[Signatures continued on following page.]

 

 

Tenth Amendment to Loan and Security Agreement and Consent (Marquis)


 

 

LENDER:

 

BANK OF AMERICA, N.A.

 

By:___/s/Michelle Terwilleger___________________

 

Name: Michelle Terwilleger

 

Title: Vice President

 

Tenth Amendment to Loan and Security Agreement and Consent (Marquis)


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:8/14/2010-Q/A,  8-K
7/31/208-K
7/1/20
For Period end:6/30/20
7/6/154
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/22/23  Live Ventures Inc.                10-K        9/30/23  126:14M                                    Workiva Inc Wde… FA01/FA
12/16/22  Live Ventures Inc.                10-K        9/30/22  124:21M                                    Donnelley … Solutions/FA
12/28/21  Live Ventures Inc.                10-K        9/30/21  122:21M                                    Donnelley … Solutions/FA
 1/13/21  Live Ventures Inc.                10-K        9/30/20  117:17M                                    ActiveDisclosure/FA
 8/27/20  Live Ventures Inc.                1-A                    6:464K                                   GlobalOne Filings Inc/FA


9 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/08/20  Live Ventures Inc.                8-K:1,2,9   5/04/20    3:147K                                   ActiveDisclosure/FA
 8/14/18  Live Ventures Inc.                10-Q        6/30/18   73:5.3M                                   GlobalOne Filings Inc/FA
12/29/16  Live Ventures Inc.                10-K        9/30/16   95:8.6M                                   GlobalOne Filings Inc/FA
11/25/16  Live Ventures Inc.                8-K:5,9    11/22/16    2:30K                                    GlobalOne Filings Inc/FA
10/08/15  Live Ventures Inc.                8-K:5,7,9  10/07/15    3:625K                                   Publicease Inc./FA
 2/14/14  Live Ventures Inc.                10-Q       12/31/13   53:2.9M                                   Publicease Inc./FA
 3/11/13  Live Ventures Inc.                8-K:5,9     3/11/13    2:175K                                   Publicease Inc./FA
 9/07/10  Live Ventures Inc.                8-K:5,9     9/07/10    3:173K                                   Toppan Merrill/FA
 8/15/07  Live Ventures Inc.                8-K:5,8,9   8/10/07    3:81K                                    Broadridge Fin’l So… Inc
Top
Filing Submission 0001564590-20-040276   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Sat., Apr. 27, 6:01:00.1pm ET