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Live Ventures Inc – ‘10-Q’ for 12/31/16 – ‘EX-10.2’

On:  Thursday, 2/9/17, at 7:31am ET   ·   For:  12/31/16   ·   Accession #:  1683168-17-266   ·   File #:  1-33937

Previous ‘10-Q’:  ‘10-Q’ on 8/15/16 for 6/30/16   ·   Next:  ‘10-Q’ on 5/11/17 for 3/31/17   ·   Latest:  ‘10-Q’ on 2/8/24 for 12/31/23   ·   5 References:   

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

 2/09/17  Live Ventures Inc                 10-Q       12/31/16   69:4.9M                                   GlobalOne Filings Inc/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    341K 
 2: EX-10.1     Share Exchange Agreement                            HTML     35K 
 3: EX-10.2     Equipment Security Note                             HTML     33K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     23K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     23K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     19K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     19K 
14: R1          Document and Entity Information                     HTML     44K 
15: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    103K 
16: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     48K 
                (Parenthetical)                                                  
17: R4          Condensed Consolidated Statements of Operations     HTML     97K 
                (Unaudited)                                                      
18: R5          Condensed Consolidated Statements of Cash Flows     HTML    112K 
                (Unaudited)                                                      
19: R6          1. Background and Basis of Presentation             HTML     27K 
20: R7          2. Summary of Significant Accounting Policies       HTML     78K 
21: R8          3. Balance Sheet Detail Information                 HTML     63K 
22: R9          4. Acquisition                                      HTML     29K 
23: R10         5. Goodwill and Other Intangibles                   HTML     26K 
24: R11         6. Notes Payable                                    HTML     82K 
25: R12         7. Note Payable, Related Party                      HTML     22K 
26: R13         8. Stockholders' Equity                             HTML     40K 
27: R14         9. Series B Convertible Preferred Stock Warrants    HTML     49K 
28: R15         10. Stock-based Compensation                        HTML     57K 
29: R16         11. Earnings Per Share                              HTML     44K 
30: R17         12. Related Party Transactions                      HTML     24K 
31: R18         13. Commitments and Contingencies                   HTML     24K 
32: R19         14. Income Taxes                                    HTML     24K 
33: R20         15. Concentration of Credit Risk                    HTML     24K 
34: R21         16. Segment Reporting                               HTML     61K 
35: R22         17. Subsequent Events                               HTML     21K 
36: R23         2. Summary of Significant Accounting Policies       HTML    154K 
                (Policies)                                                       
37: R24         3. Balance Sheet Detail Information (Tables)        HTML     81K 
38: R25         4. Acquisition (Tables)                             HTML     26K 
39: R26         5. Goodwill and Other Intangibles (Tables)          HTML     24K 
40: R27         6. Notes Payable (Tables)                           HTML     49K 
41: R28         9. Series B Convertible Preferred Stock Warrants    HTML     43K 
                (Tables)                                                         
42: R29         10. Stock-based Compensation (Tables)               HTML     57K 
43: R30         11. Earnings Per Share (Tables)                     HTML     41K 
44: R31         16. Segment Reporting (Tables)                      HTML     56K 
45: R32         2. Summary of Significant Accounting Policies       HTML     33K 
                (Details Narrative)                                              
46: R33         3. Balance Sheet Detail Information (Details)       HTML    125K 
47: R34         4. Acquisitions (Details - Purchase allocation)     HTML     49K 
48: R35         4. Acquisitions (Details - Acquisition Income)      HTML     29K 
49: R36         5. Goodwill and Other Intangibles (Details)         HTML     36K 
50: R37         5. Goodwill and Other Intangibles (Details          HTML     24K 
                Narrative)                                                       
51: R38         6. Notes Payable (Details - Note Payable)           HTML     77K 
52: R39         6. Notes Payable (Details - Future Maturities)      HTML     35K 
53: R40         6. Notes Payable (Details Narrative)                HTML     82K 
54: R41         7. Note Payable, Related Party (Details Narrative)  HTML     29K 
55: R42         8. Stockholders' Equity (Details Narrative)         HTML     64K 
56: R43         9. Warrants (Details - Warrants Outstanding)        HTML     53K 
57: R44         9. Warrants (Details - Exercise price)              HTML     38K 
58: R45         10. Stock-based Compensation (Details - Option      HTML     63K 
                activity)                                                        
59: R46         10. Stock-based Compensation (Details - Option      HTML     48K 
                price)                                                           
60: R47         10. Stock-based Compensation (Details - Non         HTML     33K 
                vested)                                                          
61: R48         10. Stock-based Compensation (Details -             HTML     29K 
                Assumptions)                                                     
62: R49         10. Stock-based Compensation (Details Narrative)    HTML     23K 
63: R50         11. Earnings (Loss) Per Share (Details -            HTML     64K 
                Computation of loss per share)                                   
64: R51         12. Related Party Transactions (Details Narrative)  HTML     21K 
65: R52         14. Income Taxes (Details Narrative)                HTML     26K 
66: R53         16. Segment Reporting (Details)                     HTML     51K 
68: XML         IDEA XML File -- Filing Summary                      XML    118K 
67: EXCEL       IDEA Workbook of Financial Reports                  XLSX     80K 
 8: EX-101.INS  XBRL Instance -- live-20161231                       XML   1.17M 
10: EX-101.CAL  XBRL Calculations -- live-20161231_cal               XML    202K 
11: EX-101.DEF  XBRL Definitions -- live-20161231_def                XML    459K 
12: EX-101.LAB  XBRL Labels -- live-20161231_lab                     XML    874K 
13: EX-101.PRE  XBRL Presentations -- live-20161231_pre              XML    698K 
 9: EX-101.SCH  XBRL Schema -- live-20161231                         XSD    128K 
69: ZIP         XBRL Zipped Folder -- 0001683168-17-000266-xbrl      Zip    127K 


‘EX-10.2’   —   Equipment Security Note


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



Exhibit 10.2

 

 

 

 

Banc of America Leasing & Capital, LLC Equipment Security Note Number 002

 

This Equipment Security Note No. 002, dated as of December 20, 2016 (this "Equipment Note"), is entered into pursuant to and incorporates by this reference all of the terms and provisions of that certain Master Loan and Security Agreement No. 3149-70000 dated as of August 5, 2016 (the "Master Agreement"), by end between Banc of America Leasing & Capital, LLC ("Lender") and Marquis Industries, Inc. ("Borrower"). All capitalized terms used herein and not defined herein shall have the respective meanings assigned to such terms in the Master Agreement. If any provision of this Equipment Note conflicts with any provision of the Master Agreement, the provisions contained in this Equipment Note shall prevail. Borrower hereby authorizes Lender to insert the serial numbers and other identification data of the Equipment, dates, and other omitted factual matters or descriptions in this Equipment Note.

 

The occurrence of an Event or Default,” as defined in the Master Agreement, shall entitle Lender to accelerate the maturity of this Equipment Note and to declare the Prepayment Amount to be immediately due and payable, and to proceed at once to exercise each and every one of the remedies provided in the Master Agreement or otherwise available at law or in equity. All of Borrower’s Obligations under this Equipment Note are absolute and unconditional, and shall not be subject to any offset or deduction whatsoever. Borrower waives any right to assert, by way of counterclaim or affirmative defense in any action to enforce Borrower's Obligations hereunder, any claim whatsoever against Lender.

 

1. Equipment Financed; Equipment Location; Grant of Security Interest. Subject to the. terms and provisions of the Master Agreement and as provided herein, Lender is providing financing in the principal amount described in Section 2 below to Borrower in connection with the acquisition or financing of the following described Equipment:

 

Quantity Description Serial Number Cost

 

1       Barmag Compact Monofilament Lines with in-line Texturing with Extruders, type 7E10/3-D, in-line pumps, type GCV50K (Q-45 cv/rev), Hydraulic screen changers, type KSW-80, Mell adapter systems, Mel pressure gouges, Melt temperature gauges, monofilament dies, die chart for monofilament die, Water quench bath, type KBF1/550-bi-color, Heat exchanger for quenching tank, Monofilament drying system, Draw Stand I, type STB9/i/5/550/2xNR, Oil heater for 2 heated godets, yarn break sensor on draw stand I, Hot air stretching over HLS1/550, Draw stand II, type S'TB9/1/1/5/550/NR, 2 monofilament oscillation devised, set of static eliminator bar, reinforced version, injector monofilament aspirating system, spin finish oil applicator device, yarn suction guns, for 8x resp. 9x550 dtex, UPS for control voltage, isolating transformer for 480 volts supply, set of spare parts, Electrical System, 17 positions in-line monofilament texturing machines, per Appendix l to Contra 11110 and equipment per Exhibit A attached hereto and made a part hereof.

 

Location of Equipment. The Equipment will be located or (in the case of over-the-road vehicles) based at the following locations:

 

Location Address City County State Zip
           
A 1805 South Hamilton Dalton Whitfield Georgia 30720

 

Borrower has agreed and does hereby grant a security interest in and to the Equipment and the Collateral related thereto, whether now owned or hereafter acquired and wherever located, in order to secure the payment and performance of all Obligations owing to Lender, including but not limited to this Equipment Note, all as more particularly provided in the Master Agreement. Lender’s agreement to provide the financing contemplated herein shall be subject to the satisfaction of all conditions established by Lender and Lender's prior receipt of all required documentation in form and substance satisfactory to Lender in its sole discretion.

 

2.       Payments. For value received, Borrower promises to pay to the order of Lender, the principal amount of $2,209,807.47 together with interest thereon as provided herein. This Equipment Note shall be payable by Borrower to Lender in Sixty (6) consecutive monthly installments of principal and interest (the “Payments”) commencing on Jan. 30, 2017 (the “Initial Payment”) and continuing thereafter through and including the Maturity Date (as defined below) (collectively, the “Equipment Note Term”). Each Payment shall be in the amount provided below, and due and payable on the same day of the month as the Initial Payment set forth above in each succeeding payment period (each, a “Payment Date” and the final such scheduled Payment Date, the “Maturity Date”) during Equipment Note Term. All interest hereunder shall be calculated on the basis of a year of 360 days comprised of 12 months of 30 days each. The final Payment due and payable on the Maturity Date shall in any event be equal to the entire outstanding and unpaid principal amount of this Equipment Note, together with all accrued and unpaid interest, charges and other amounts owing hereunder and under the Master Agreement.

  

 

 

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(a) Interest Rate.

 

Interest shall accrue on the entire principal amount of this Equipment Note outstanding from time to time at a fixed rate of Four and 63/100 percent (4.63%) per annum or, if less, the highest rate of interest permitted by applicable law (the “Interest Rate”), from the Advance Date set forth below until the principal amount of this Equipment Note is paid in full, and shall be due and payable on each Payment Date.

 

(b) Payment Amount.

 

The principal and interest amount of each of the first Fifty nine (59) Payments shall be $34,767.67, with the final Payment of principal and interest in the amount of $476,729.16.

 

3.       Prepayment. Borrower may prepay all (but not less than all) of the outstanding principal balance of this Equipment Note on a scheduled Payment Date occurring after one (1) year from the date hereof upon 30 days prior written notice from Borrower to Lender. provided that any such prepayment shall be made together with (a) all accrued interest and other charges and amounts owing hereunder through the date of prepayment and (b) a prepayment charge equal to one percent (1%) of the amount prepaid multiplied by number of years or fraction thereof for the then remaining Equipment Note Term; provided, however, that, if any prepayment of this Equipment Note is made following an Event of Default, by reason of acceleration or otherwise, the prepayment charge shall be calculated based upon the full original Equipment Note Term.

 

4. Borrower Acknowledgements. Upon delivery and acceptance of the Equipment, Borrower shall execute this Equipment Note evidencing the amounts financed by Lender in respect of such Equipment and the Payments of principal and interest hereunder. By its execution and delivery of this Equipment Note, Borrower:

 

(a)reaffirms of all of Borrower’s representations, warranties and covenants as set forth in the Master Agreement and represents and warrants that no Default or Event of Default under the Master Agreement exists as of the date hereof;

 

(b)represents, warrants and agrees that: (1) the Equipment has been delivered and is in an operating condition and performing the operation for which it is intended to the satisfaction of Borrower; (ii) each item of Equipment has been unconditionally accepted by Borrower for all purposes under the Master Agreement and this Equipment Note; and (iii) there has been no material adverse change in the operations, business, properties or condition, financial or otherwise, of Borrower or any Guarantor since September 30, 2015;

 

(c)authorizes and direct Lender (i) to advance the principal amount of this Equipment Note to reimburse Borrower or any Vendors all or a portion of the purchase price of Equipment in accordance with Vendors’ invoices therefor, receipt and approval of which are hereby reaffirmed by Borrower, and (ii) to enter the date of such advance below Lender’s signature as the “Advance Date” for all purposes hereof; and

 

(d)agrees that Borrower is absolutely and unconditionally obligated to pay Lender all Payments at the times and in the manner set forth herein.

 

BANC OF AMERICA LEASING & CAPITAL, LLC   Borrower: MARQUIS INDUSTRIES, INC.
     
By: /s/ Donna Askren                             By: /s/ Tim A. Bailey                              
Printed Name: Donna Askren   Printed Name: Tim A. Bailey
Title: Assistant Vice President   Title: CEO
Advance Date: Dec. 30, 2016    

 

 

 

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:2/9/178-K
1/30/17
For Period end:12/31/1610-Q/A
12/30/16
12/20/16
8/5/16
9/30/1510-K,  NT 10-K
 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
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Filing Submission 0001683168-17-000266   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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