EXHIBIT 10.14
LOAN AGREEMENT
AGREEMENT, dated March 20, 1996 by and between RELIV' INTERNATIONAL,
INC. (the COMPANY ) and SOUTHWEST BANK OF ST. LOUIS, a banking institution
organized under the laws of the State of Missouri, (the "BANK").
WHEREAS the COMPANY desires to borrow from the BANK sums not to exceed
Two Million Four Hundred And Fifty Thousand And No/1OO DOLLARS ($2,450,000.00)
and the BANK is willing, subject to and upon the terms and conditions herein set
forth, to lend such sums to the COMPANY.
NOW, THEREFORE, IT IS AGREED:
ARTICLE I - AMOUNT AND TERMS OF LOANS
Section 1.1 - TERM LOAN
Subject to and upon the terms and conditions herein set forth, the BANK
shall lend to the COMPANY and the COMPANY shall borrow from the BANK an
aggregate principal sum of Nine Hundred And Fifty Thousand And No/100 DOLLARS
($950,000.00). Such borrowing by the COMPANY hereunder shall be made at the
offices of the BANK, St. Louis, Missouri.
Section 1.2 - TERM LOAN NOTE
The borrowing under Section 1.1 shall be evidenced by a promissory
note, Term Note, payable to the order of the BANK in the amount of Nine Hundred
And Fifty Thousand And No/100 DOLLARS ($950,000.00). Term Note will be contained
in the form of Exhibit A attached hereto, which shall be dated January 2, 1996
(the "Closing Date") and shall be duly executed by the COMPANY with blanks
appropriately completed in conformity herewith.
Term Note shall be payable in four (4) consecutive monthly interest
only payments, then shall be payable in sixty (60) consecutive monthly interest
and principal payments commencing June 2, 1996, in the amount of Nineteen
Thousand Five Hundred Forty Seven and 18/100 DOLLARS ($19,547.18), each which
shall first be applied to interest, computed as set forth in Section 1.3 below,
and then to principal. Term Note shall mature on June 2, 2001, at which time all
unpaid principal, together with all accrued and unpaid interest, shall be due
and payable.
Section 1.1(a) LINE OF CREDIT A and LINE OF CREDIT B
The BANK shall lend to the COMPANY, subject to and upon the terms and
conditions herein set forth, at any time or from time to time on or before
January 15, 1997, sums not to exceed One Million Dollars (1,000,000.00) for Line
of Credit A and Five Hundred Thousand DOLLARS ($500,000.00) for Line of Credit B
in the aggregate outstanding at any one time; provided, however,
that BANK may extend such termination date for successive one year periods at
its sole option by notice to such effect at least twenty-four hours prior to
January 15, 1997, and provided, further, however, that all such borrowings from
time to time shall be payable on demand and that should demand be made at any
time prior to January 15, 1997, then COMPANY shall have no further rights to
borrow, nor shall BANK have any obligations to lend further sums under this
Section 1.1(a).
Section 1.2(a) LINE OF CREDIT NOTE A and LINE OF CREDIT NOTE B
The obligation of the COMPANY to repay the aggregate unpaid principal
amount of all line of credit loans by the BANK from time to time shall be
evidenced by Line of Credit A and Line of Credit B promissory notes to the order
of the BANK substantially in the form of Exhibit BI and 52, respectively,
attached hereto which shall be dated as of February 1, 1996 for Line of Credit A
and January 2, 1996 for Line of Credit B, and duly executed by the COMPANY with
blanks appropriately filled in conformity herewith.
Line of Credit A shall be revolving and be payable on demand or if
demand be not made then in sixty (60) consecutive monthly interest only payments
commencing March 1, 1996. The maximum available borrowings under Line of Credit
A shall be reduced by Two Hundred Thousand Dollars (200,000.00) each year
beginning February 1, 1997. The Line of Credit A shall mature on February 1,
2001 at which time all unpaid principal, together with all accrued and unpaid
interest, shall be due and payable.
Anything herein and in the Line of Credit Notes to the contrary
notwithstanding, the line of credit loans shall terminate and the balance due on
the Line of Credit Notes shall become due and payable on demand or if demand be
not made, then on February 1, 2001 for Line of Credit A and January 15, 1997 for
Line of Credit B, as same may be extended at the option of the BANK pursuant to
Section 1.1(a) above. In the event of such extension the COMPANY shall execute a
renewal line of credit note and such other documents and instruments as the BANK
shall request.
The Term Notes and Line of Credit and as any of same may be from time
to time amended, modified or renewed are referred to herein collectively as the
"Notes."
Section 1.3 - INTEREST
(a) Term Note shall bear interest from date thereof to maturity on the
unpaid principal balance thereof at the rate per annum equal to Eight and one
half percent (8.50%), fixed. Line of Credit A and B shall bear interest from
date thereof to maturity on the unpaid principal balance thereof at the rate per
annum equal to the prime rate of the BANK, said interest rate to change
simultaneously with each change in the prime rate of the BANK and after maturity
by acceleration or otherwise at a rate equal to five percent (5%) in excess of
the prime rate of the BANK in effect when such balance is due and payable.
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(b) For purposes of this Agreement, the "prime rate" of the Bank shall
mean the rate of interest announced from time to time by the BANK as its "prime
rate," such term being used only as a reference rate and not necessarily
representing the lowest or other rate charged to any particular customer of the
BANK. In the event the BANK ceases to use the term "prime rate" in setting a
base rate of interest for commercial loans, the term "prime rate" as used herein
shall be determined by reference to the rate used by the BANK as its base rate
of interest for commercial loans.
ARTICLE II - PRE PAYMENTS
Section 2.1 - OPTIONAL PREPAYMENTS
The COMPANY shall have the right from time to time to prepay the Notes
at any time in whole or in part in accordance with the terms of the Notes. Any
such prepayment may be made without premium. Any partial prepayment shall first
be applied to interest with the balance, if any, to be applied to payment of
principal in the inverse order of maturity.
ARTICLE III - CONDITIONS PRECEDENT TO BORROWING
The obligation of the BANK to lend the amount of Two Million Four
Hundred And Fifty Thousand And No/100 DOLLARS ($2,450,000.00) to the COMPANY
hereunder shall be subject to the following conditions precedent in each
instance:
Section 3.1 - BORROWING AUTHORIZATIONS
At or prior to the date of the first borrowing hereunder the COMPANY
shall provide to the BANK evidence of corporate borrowing authority acceptable
to BANK.
Section 3.2 - PROCEEDINGS; RECEIPT OF DOCUMENTS
All corporate and legal proceedings and all documents and instruments
in connection with the borrowings herein referenced shall be satisfactory in
form and substance to the BANK.
ARTICLE IV - GOOD TITLE TO PROPERTIES
The COMPANY has good and marketable title to all its properties and
assets subject to no liens, mortgages, pledges, security interest, encumbrances
or charges of any kind, except such as provided under the provisions of this
Agreements in favor of the BANK and as set forth in Schedule 4 attached hereto.
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ARTICLE V - AFFIRMATIVE COVENANTS
The COMPANY covenants and agrees that, until the Notes, together with
interest and all its other indebtedness and obligation to the BANK under this
Agreement, are paid in full, and the BANK'S commitment hereunder is terminated,
unless specifically waived in writing by the BANK:
Section 5.1 - FINANCIAL STATEMENTS AND OTHER INFORMATION
The COMPANY shall furnish to the BANK:
(a) As soon as practicable and in any event within thirty (30) days
after the close of each month, an unaudited (i) balance sheet of the COMPANY,
and (ii) profit and loss statement of the COMPANY.
(b) As soon as practicable and in any event within ninety (90) days
after the close of each fiscal year of the COMPANY, a certified audited balance
sheet and a profit and loss statement of the COMPANY whose fiscal year shall
have then ended as at the end of and for the fiscal year just closed, setting
forth corresponding figures of the previous fiscal year in comparative form and
on a consistent basis (except for changes made in accordance with generally
accepted accounting principles which are shown by appropriate notes and/or
schedules) all in reasonable detail.
(c) Promptly upon the commencement thereof, written notice of any
litigation, including arbitrations, and of any proceedings before any
governmental agency which would, if successful, materially adversely affect the
COMPANY or where the amount involved exceeds $100,000; and
(d) With reasonable promptness, such other information respecting the
business, operations and financial condition of the COMPANY as the BANK may from
time to time reasonably request.
The BANK, upon prior notice to the COMPANY, is hereby authorized to
deliver a copy of any financial statement or any other information relating to
the business, operations or financial condition of the COMPANY which may be
furnished to it or come to its attention pursuant to this Agreement or
otherwise, to any regulatory body or agency having jurisdiction over the BANK
or, to any person which shall, or shall have any right or obligation to, succeed
to all or any part of the BANK'S interest in the Notes, this Agreement and any
security herein provided for or otherwise securing the Notes
Section 5.2 INSPECTION BY BANK
The COMPANY shall allow any representative of the BANK to visit and
inspect any of the properties of the COMPANY to examine the books of account and
other records and files of the COMPANY to make copies thereof and to discuss the
affairs, business, finances and accounts of the COMPANY with its respective
directors, officers and employees.
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Section 5.3 DEMAND DEPOSIT ACCOUNTS
The COMPANY shall maintain all its demand deposit accounts with the
BANK.
Section 5.4 - CURRENT RATIO AND NET WORTH
The COMPANY shall at all times maintain a ratio of current assets to
current liabilities of not less than 1.5 to 1.0. The COMPANY will maintain at
all times a tangible net worth not less than Five Million Five Hundred Thousand
Dollars ($5,500,000.00) All of the above accounting and financial terms shall be
determined in accordance with generally accepted accounting principles.
Section 5.5 - INSURANCE
(a) COMPANY shall (i) keep all of its properties fully insured at all
times with responsible insurance carriers satisfactory to the BANK against loss
or damage by fire and other hazards, (ii) maintain adequate insurance at all
times with responsible insurance carriers satisfactory to the BANK against
liability on account of damage to persons and property and under all applicable
workmen's compensation laws, and (iii) maintain adequate insurance covering
other risks as the BANK may reasonably request with responsible insurance
carriers satisfactory to the BANK. The BANK shall be named as loss payee on all
such hazard insurance policies and an additional named insured on such liability
policies and such policies shall be payable to the BANK and the COMPANY as their
interest appear. Such policies shall not be cancelable without the giving of ten
(10) days prior written notice to the BANK nor shall any act or omission by the
COMPANY invalidate the obligation of the insurer to the BANK. A duplicate
original or certificate of each such policy of insurance shall be, delivered by
the COMPANY to the BANK upon the request of the BANK. All recoveries under any
such policy of insurance shall be applied first to the payment of interest due
on unpaid principal and the remainder shall be applied to the prepayment of
installments of principal in the inverse order of their maturities pursuant to
the Notes. For the purpose of this Section 5.5 (a), insurance shall be deemed
adequate if the same is not less extensive in coverage and amount than is
customarily maintained by other persons engaged in the same or similar business
similarly situated.
(b) The COMPANY shall, from time to time upon request of the BANK,
promptly furnish or cause to be furnished to the BANK evidence, in form and
substance satisfactory to the BANK, of the maintenance of all insurance required
by this Section 5.5(b) to be maintained, including, but not limited to such
originals or codes as the BANK may request of policies, certificates of
insurance, riders, and endorsements relating to such insurance and proof of
premium payments
Section 5.6 - PROPERTIES IN GOOD CONDITION
The COMPANY shall keep its properties in good repair, working order and
condition and, from time to time, make all needful and proper repairs, renewals,
replacements, additions and improvements thereto, so that the business carried
on may be properly and advantageously conducted at all times in accordance with
prudent business management.
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Section 5.7 MAINTENANCE OF BUSINESS
The COMPANY will continue its business and maintain its corporate
existence and its right to transact the business in which it is engaged in good
standing
Section 5.8 TAXES AND CLAIMS
The COMPANY shall duly pay and discharge (a) all taxes, assessments and
governmental levies and charges upon or against the COMPANY or its properties or
assets prior to the date on which penalties attach thereto, unless and to the
extent that such taxes are being diligently contested in good faith and by
appropriate proceedings and appropriate reserves therefor have been established,
and, if requested by the BANK, indemnity satisfactory to the BANK has been
furnished by the COMPANY to the BANK; and, upon request of the BANK, the COMPANY
shall furnish or cause to be furnished to the BANK copies of all tax bills or
assessments evidencing payment of the amounts due thereunder; and (b) all lawful
claims, whether for labor, materials, supplies, services or anything else which
might or could, if unpaid, become a lien or charge upon the properties or assets
of the COMPANY, unless and to the extent only that the same are being diligently
contested in good faith and by appropriate proceedings and appropriate reserves
there for have been established, and, if requested by the BANK, indemnity
satisfactory to the BANK has been furnished by the COMPANY to the BANK.
Section 5.9 - BOOKS AND RESERVES
The COMPANY shall:
(a) maintain, at all times, true and complete books, records and
accounts in which true and correct entries shall be made of its transactions in
accordance with generally accepted accounting principles consistently applied,
and
(b) by means of appropriate entries, not less often than at the end of
each month, reflect in its accounts and in all financial statements furnished
pursuant to Section 5.1 proper liabilities and reserves for all taxes and proper
reserves for depreciation, renewals and replacements, obsolescence and
amortization of its properties and bad debts, all in accordance with generally
accepted accounting principles consistently applied, as above described.
Section 5.10 - SECURITY
All obligations of Company provided for by this agreement and the Note
shall be secured by the existing liens and security interest given by COMPANY to
BANK
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Section 5.11 - ACCOUNTANTS
The COMPANY shall give the BANK prompt notice of any change of the
COMPANY'S independent certified public accountant and a statement of the reasons
for such change. The COMPANY must at all time utilize an independent certified
public accountant acceptable to the BANK.
ARTICLE VI - NEGATIVE COVENANTS
The COMPANY covenants and agrees that, until the Notes together with
interest and all its other indebtedness to the BANK under this Agreement are
paid in full, and the BANK'S commitment hereunder is terminated, the COMPANY
shall not, without the prior written consent of the BANK:
Section 6.1 - CAPITAL EXPENDITURES
Make or be committed to make, directly or indirectly, expenditures for
fixed or capital assets (including but not limited to the total of cash expended
and indebtedness incurred pursuant to Section 6.2(b) herein) amounting, in the
aggregate for the COMPANY, in any fiscal year of the COMPANY (on a
non-cumulative basis, to the effect that any amounts not expended in any one
period may not be expended in any subsequent one) to more than the sum of
$1,000,000.00, excluding those capital expenditures made with the proceeds of
any borrowing hereunder and all expenditures for inventory purchased for resale.
Section 6.2 - MORTGAGES, LIENS, ETC.
Create, incur, assume or suffer to exist any mortgage, pledge, security
interest, encumbrance, lien or charge of any kind upon or defect in title to or
restriction upon the use of any of the COMPANY'S property or assets of any
character under conditional sales, finance lease of other title retention
agreements, except:
(a) Mortgages, liens, pledges and security interest in favor the BANK;
(b) Mortgages, pledges, liens and security interest existing on the
date hereof which are described in Schedule 6.2 hereto, but not the extension of
coverage to other property, extension of maturity, refunding or modification
thereof in whole or in part except as indicated on Schedule 6.2.
Section 6.3 - INDEBTEDNESS
Create, incur, assume or suffer to exist, contingently or otherwise,
any indebtedness, except
(a) Indebtedness of the COMPANY under this Agreement;
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(b) Unsecured current liabilities incurred in the ordinary course of
business other than those which are for money borrowed or are evidenced by
bonds, debentures, notes or other similar instrument;
(c) Indebtedness (not overdue) secured by mortgages, liens or security
interest permitted by Section 6.2;
(d) Indebtedness under guaranties or for other contingent liabilities,
to the extent permitted by section 6.4;
(e) Unsecured Subordinated Debt, meaning any unsecured obligation which
is expressly subordinated to the obligations of COMPANY to BANK in a form
satisfactory to the BANK and described in Schedule 6.3 attached hereto;
(f) Indebtedness existing on the date hereof described in Schedule 6.3
attached hereto, but not the extension of maturity, increase, refunding or
modification thereof in whole or in part.
Section 6.4 LOANS, INVESTMENTS AND GUARANTIES
Lend or advance money, credit or property to any person, or invest in
(by capital contribution or otherwise) , or acquire any interest whatsoever in,
or purchase or repurchase the stock or indebtedness, or all or a substantial
part of the assets or properties, of any person, or guarantee, assume, endorse
or otherwise become responsible for (directly or indirectly or by an instrument
having the effect of assuring any person's payment or performance or capability)
the indebtedness, performance, obligations, stock or dividends of any person, or
agree to do any of the foregoing, except:
(a) Endorsement of negotiable instruments for deposit or collection in
the ordinary course of business;
(b) Investments in readily marketable, direct obligations of the
Government of the United States of America maturing not more than one year after
the date of purchase thereof, commercial paper rated double "A" or better and/or
in Certificates of Deposit issued by the BANK;
(c) Investments representing the indebtedness of any person owing as a
result of the sale by the COMPANY in the ordinary course of business of products
or services or tangible personal property no longer required in its business;
Section 6.5 - COMPANY
Amend the Articles of Incorporation by By-Laws or other organization or
similar agreements of the COMPANY or liquidate, dissolve or otherwise alter the
form of the COMPANY. The
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COMPANY further agrees that it shall not: (a) sell, lease, transfer or otherwise
dispose of (whether in one transaction or a series of related transactions) any
of its assets if the aggregate value thereof represents a material part of the
aggregate value of all its assets; (b) consolidate with or merge into any other
corporations, or permit another corporation to merge into it, or acquire, in a
transaction analogous in purpose or effect to a merger or consolidation, all or
substantially all of the properties or assets of any other person; or, (c) enter
into any arrangement, directly or indirectly, with any person whereby the
COMPANY shall sell or transfer any property, real or personal, and used and
useful in its business, whether now owned or hereafter acquired, and thereafter
rent or lease such property or other property which the COMPANY intends to use
for substantially the same purpose or purposes as the property being sold or
transferred.
Section 6.6 - MANAGEMENT
Make any material change in the management of the COMPANY.
Section 6.7 - MERGER, DISSOLUTION, SALE OF ASSETS
Enter into any transactions of merger or consolidation, or transfer,
sell, assign, lease, or otherwise dispose of all or a substantial part of its
properties or assets, or any of its notes or accounts receivable, or any assets
or properties necessary or desirable for the proper conduct of its business, or
change the nature of its business, or wind up, liquidate or dissolve, or agree
to do any of the foregoing.
ARTICLE VII - DEFAULTS AND REMEDIES
Section 7.1 EVENTS OF DEFAULT
If any one or more of the following events (herein called "Events of
Default") shall occur for any reason whatsoever (and whether such occurrence
shall be voluntary or involuntary or come about or be effected by operation of
law or pursuant to or in compliance with any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body) , that is to say:
(a) If default shall be made in the due and punctual payment of the
installments of principal and interest or, any premium on, any one or more of
the Notes, or any other obligation or liabilities of the COMPANY to the BANK
whether direct, indirect, contingent, liquidated or unliquidated when and as the
same shall become due and payable, whether at maturity or by acceleration or
otherwise, such default continuing for a period of ten days after notice thereof
to the COMPANY from the BANK;
(b) If default shall be made in the performance or observance of, or
shall occur under, any covenant, agreement, or provisions contained in this
Agreement or in any instrument or
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document delivered to the BANK in connection with or pursuant to this Agreement
or if any such instrument or document shall terminate or become void or
unenforceable without the written consent of the BANK and such, action shall not
be cured within ten business days after notice thereof to the COMPANY from the
BANK;
(c) If any representation or warranty or any other statement of fact
herein or in any writing, certificate, report or statement at any time furnished
to the BANK pursuant to or in connection with, this Agreement, or otherwise,
shall be false in any material respect or misleading in any material respect;
(d) If the COMPANY shall admit in writing its inability to pay its
debts generally as they become due; file a petition in bankruptcy or petition to
take advantage of any insolvency act; make an assignment for the benefit of its
creditors; commence a proceeding for the appointment of a receiver, trustee,
liquidator or conservator of itself or of the whole or any substantial part of
its property; file a petition or answer seeking reorganization or arrangement or
similar relief under the Federal bankruptcy laws or any other applicable law or
statute of the United States or any State;
(e) If the COMPANY shall be adjudged a bankrupt; or a court of
competent jurisdiction shall enter an order, judgment or decree appointing a
receiver, trustee, liquidator or conservator of the COMPANY or of the whole or
any substantial part of its properties, or approve a petition filed against the
COMPANY seeking reorganization or similar relief under the Federal bankruptcy
laws or any other applicable law or statute of the United States or any State;
or if, under the provisions of any other law for the relief or aid of debtors, a
court of competent jurisdiction shall assume custody or control of the COMPANY
or of the whole or any substantial part of its properties; or if there is
commenced against the COMPANY and such proceeding or petition remains
undismissed for a period of 30 days; or if the COMPANY by any act indicated its
consent to, approval of or acquiescence in any such proceeding or petition; or
(f) Any default by the COMPANY under any indenture, mortgage, loan
agreement, note, deed of trust, agreement or other instrument to which it or any
of its properties is a party or by which it is bound or failure by COMPANY in
the due performance of any covenant contained in any such document; or
(g) If this Agreement or any security or any other document delivered
in connection with a purchase to this Agreement shall at any time for any reason
cease to be in full force and effect or shall be declared to be null and void,
or the validity or enforceability of any thereof shall be contested by the
COMPANY or any other obligor thereunder, or the transactions completed or
contemplated hereunder shall be contested by the COMPANY, or if the COMPANY
shall deny that it has any or further liability or obligation hereunder;
Then, and in any such event, and at any time thereafter, if such or any
other Event of Default shall then be continuing, the BANK may, at its option,
declare the Notes to be due and payable and terminate its commitment to lend any
further funds pursuant hereto, whereupon the maturity of the
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then unpaid balance of the Notes shall be accelerated and the same, and all
interest accrued thereon, as well as all other liabilities and indebtedness of
the COMPANY to the BANK whether now existing or hereafter arising and whether
direct, indirect, contingent, liquidated or unliquidated, shall forthwith become
due and payable without presentment, demand, protest or notice of any kind, all
of which is hereby expressly waived, anything contained herein or in the Notes
to the contrary notwithstanding.
Section 7.2 - SUITS FOR ENFORCEMENT
In case any one or more Events of Default shall occur and be
continuing, the BANK may proceed to protect and enforce its rights or remedies
either by suit in equity or by action at law, or both, whether for the specific
performance of any covenant, agreement or other provision contained herein, in
the Notes or in any document or instrument delivered in connection with or
pursuant to this Agreement, or to enforce the payment of the Notes or any other
legal or equitable right or remedy.
Section 7.3 - RIGHTS AND REMEDIES CUMULATIVE
No right or remedy herein conferred upon the BANK is intended to be
exclusive of any other right or remedy contained herein, in the Notes or in any
instrument or document delivered in connection with or pursuant to this
Agreement, and every such right or remedy shall be cumulative and shall be in
addition to every other such right or remedy contained herein and therein or now
or hereafter existing at law or in equity or by statute, or otherwise.
Section 7.4 - RIGHT AND REMEDIES NOT WAIVED
No course of dealing between the COMPANY and the BANK or any failure or
delay on the part of the BANK in exercising any rights or remedies hereunder
shall operate as a waiver of any rights or remedies of the BANK and no single or
partial exercise of any rights or remedies hereunder shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder.
ARTICLE VIII - MISCELLANEOUS
Section 8.1- COLLECTION COSTS
In the event that the BANK shall retain or engage an attorney or
attorneys to collect or enforce or protect their interests with respect to this
Agreement, or the Notes, or any instrument or document delivered pursuant to
this Agreement, or to protect the rights of any holder or holders with respect
thereto, including the representation of BANK or any holder or holders of any of
the Notes in connection with any bankruptcy, reorganization, receivership or any
other action affecting creditor's rights, and regardless of whether a suit or
action is commenced, the COMPANY shall pay all of the costs and expenses of such
collection, enforcement or protection, including reasonable
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attorneys' fees, and the BANK or the holder of any of the Notes, as the case may
be, may take judgment for all such amounts, in addition to the unpaid principal
balance of the Notes and accrued interest thereon.
Section 8.2 - SETOFF
In addition to any rights now or hereafter granted under the provisions
of the any applicable law, rule or regulation and, not by way of limitation of
any such rights, upon the occurrence of (a) any Event of Default or (b) any
event which with the lapsed of time or the giving of notice, or both, would
constitute an Event of Default, the BANK is hereby authorized by the COMPANY, at
any time or from time to time, without notice to the COMPANY or to any other
person, any such notice being hereby expressly waived,
(a) to setoff and to appropriate and to apply any and all deposits
(general or special, time or demand, including, but not limited to, indebtedness
evidenced by certificates of deposit, in each case whether matured or unmatured)
and any other indebtedness at any time held or owing by the BANK or such holder
to or for the credit or account of the COMPANY against and on account of the
obligations and liabilities of the COMPANY to such BANK or any holder of any of
the Notes, including, but not limited to, all claims of any nature or
description arising out of or connected with this Agreement, the Notes or any
instrument or document delivered in connection with or pursuant to this
Agreement, irrespective of whether or not (i) the BANK shall have made any
demand under this Agreement, the Notes or any instrument or document delivered
in connection with or pursuant to this Agreement, or (ii) the BANK shall have
declared the principal of and interest on any of the Notes or any other amounts
under this Agreement, any of the Notes or any instrument or document delivered
in connection with or pursuant to this Agreement to be due and payable as
permitted by Section 8.1 and by the terms of any of the Notes or any instrument
or document delivered in connection with or pursuant to this Agreement, and
although said obligations and liabilities, or any of them, shall be contingent
or unmatured, and
(b) pending any such setoff or appropriation or application, to hold
the amounts of all deposits as collateral and to return as unpaid any or all
checks drawn against such deposits that are presented for payment as the BANK in
its sole discretion shall decide.
Section 8.3 - MODIFICATION, WAIVERS AND APPROVALS
No modification or waiver of any provision of the Notes or of this
Agreement, no approvals required from the BANK and no consent by the BANK to any
departure therefrom by the COMPANY shall be effective unless such modification,
waiver, approval or consent shall be in writing and signed by duly authorized
officers of the BANK, and the same shall then be effective only for the period
and on the conditions and for the specific instances and purposes specified in
such writing. No notice to or demand on the COMPANY in any case shall entitle
the COMPANY to any other or further notice or demand in similar or other
circumstances
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ORAL AGREEMENTS OR COMMITMENTS TO LEND MONEY, EXTEND CREDIT OR TO FOREBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.
Section 8.4 - LAW
This Agreement shall be construed in accordance with and governed by
the laws of the State of Missouri.
Section 8.5 - NOTICES
All notice, requests, demands or other communications provided for
herein shall be in writing and shall be deemed to have been given when sent by
prepaid telegram or registered or certified mail, return receipt requested,
addressed, as the case may be, to the BANK, 700 Corporate Park Drive, St. Louis,
Missouri, 63105 attention Hord Hardin II, Senior Vice President, or to the
COMPANY, P.O. Box 405, Chesterfield, MO, 63006 attention David Kreher, Executive
Vice President to such other person or address as any party shall designate to
the others from time to time in writing forwarded in like manner.
Section 8.6 - BENEFIT OF AGREEMENT
This Agreement shall be binding upon and inure to the benefit of the
COMPANY and the BANK and their respective successors and assigns, and all
subsequent holders of the Notes, except that the obligation of the BANK to make
loans hereunder shall not inure to the benefit of any successors and assigns of
the COMPANY.
Section 8.7 CAPTIONS
The captions of the various sections and paragraphs of this Agreement
have been inserted only for the purposes of convenience; such captions are not a
part of this Agreement and shall not be deemed in any manner to modify, explain,
enlarge or restrict any of the provisions of this Agreement.
Section 8.8 - PAYMENT DUE ON HOLIDAY
Whenever any payment to be made hereunder or on the Notes shall become
due and payable on a Saturday, Sunday or a legal holiday under the laws of the
State of Missouri, such payment may
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be made on the next succeeding business day and such extension of time shall in
such case be included in computing interest on such payment.
Section 8.9 - REINSTATEMENT OF OBLIGATIONS
If at any time any payments on the Notes or any other indebtedness or
liabilities owed to the BANK theretofore made by the COMPANY or any other person
must be disgorged by the BANK for any reason whatsoever (including, without
limitation, the insolvency, bankruptcy or reorganization of the COMPANY or other
person), this Agreement and the BANK'S mortgages, liens, pledges and security
interests granted hereunder shall be reinstated as to all disgorged payments as
though such payment had not been made, and the COMPANY shall sign and deliver to
the BANK all documents and things necessary to reperfect all terminated
mortgages, liens, pledges and security interests.
Section 8.10 - SEVERABILITY
If any provision of this Agreement shall be held invalid by any court
of competent jurisdiction, such holding shall not invalidate any other provision
hereof.
IN WITNESS WHEREOF, the COMPANY and the BANK have caused this Agreement
to be duly executed by their officers thereunto duly authorized as of the day
and year first above written.
RELIV' INTERNATIONAL, INC.
By: /s/ David Kreher
-----------------------------
David Kreher
Executive Vice President
SOUTHWEST BANK OF ST. LOUIS
By:/s/ Hord Hardin II
-----------------------------
Hord Hardin II
Senior Vice President
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SCHEDULE 4
LOAN AGREEMENT
Dated February 1, 1996
Between Reliv' International, Inc. and SOUTHWEST BANK OF ST LOUIS.
Property Owned by Reliv' International, Inc.
Subject to Lien, Mortgage, Pledge, Security Interest or Charge
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SCHEDULE 6.3
Unsecured Subordinated Debt and other Indebtedness:
NONE
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SCHEDULE 6.2
Mortgages, pledges, liens and security interests between RELIV' INTERNATIONAL,
INC. and SOUTHWEST BANK OF ST. LOUIS:
Security Agreement dated January 2, 1996 covering Accounts Receivable,
Inventory and Equipment.
Deed of Trust dated January 2, 1996 on "Adjusted Lot 2-A of Boundary
Adjustment Plat of Lot 2, Lot 3 and Lot 4 of the Resubdivision of Lot 1
of CHESTERFIELD INDUSTRTAL PARK, according to the plat thereof recorded
in Plat Book 230, Page(s) 99 of the St. Louis County Records. Commonly
known as 112 Chesterfield Industrial Blvd." Locator # 17U130088
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