EXHIBIT 10.2
RELIV' INTERNATIONAL, INC. 148671-1089253 HH/ph/as
MODIFICATION AGREEMENT
THIS AGREEMENT, made and entered into as of this 1st day of June, 2002 by
and between SOUTHWEST BANK OF ST. LOUIS, whose address is 2301 South
Kingshighway, St. Louis, Missouri 63110-3498 (hereinafter referred to as
"Southwest"), and RELIV' INTERNATIONAL, INC. whose address is P.O. Box 405,
Chesterfield, MO 63006-0405 (hereinafter referred to as "Borrower")
WITNESSETH
WHEREAS, Borrower has executed a certain Note dated September 2, 1997 in
the original amount of $4,430,000.00 secured by a Deed of Trust dated September
2 1997 and recorded in Book 11284 Page 0095 in the Office of the Recorder of
Deeds of the County of St. Louis, State of Missouri; and
WHEREAS, Southwest is the present holder of the aforementioned Note and
Deed of Trust; and
WHEREAS, Borrower has requested Southwest to modify said Note; and
WHEREAS, Southwest is, subject to certain conditions hereinafter set out,
willing to modify said Note.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, the parties agree as follows:
1. The outstanding principal balance under the Note as of June 1, 2002
is $4,020,517.40.
2. The maturity date of the Note shall remain the same at March 1,
2004.
3. Borrower agrees that commencing July 1, 2002, it shall rnake
payments of principal and interest in the amount of $38,802.13
monthly and on the 1st day of each succeeding month thereafter with
all outstanding principal and interest due on March 1, 2004. A late
charge in the amount of 10% of the monthly installment will be
assessed if payment is 30 days late, but in no event not less than
$10.00.
4. The interest rate shall be changed to Southwest Bank of St. Louis'
Prime Rate plus 0.00% to be adjusted on the first day of the month
following any change in said Prime Rate, and after maturity, by
acceleration or otherwise, at a rate of 5.00% per annum in excess of
the rate in effect at maturity.
5. Nothing contained herein shall impair the security of Southwest, its
successors or assigns under said Note and Deed of Trust nor effect
or impair any rights or power which it may have under said Note and
Deed of Trust for the recovery of the debt, with interest. Except as
expressly provided herein, the parties hereto acknowledge that all
conditions, covenants and agreements contained in said Note and Deed
of Trust are hereby continued in full force and effect, and said
Deed of Trust shall be and remain a lien upon the real
estate described therein until the principal and interest provided
for in said Note and Deed of Trust are fully paid.
6. If any payment of principal and interest is not. paid when due as
described herein such failure shall constitute a default under the
Note and Deed of Trust, or if there is a default in the due
performance of any of the covenants and obligations contained in the
Deed of Trust.
7. Borrower certifies and represents that it has no defenses, offsets,
credits, or counterclaims against Southwest to its obligations under
the Note and Deed of Trust and that Southwest has fulfilled all of
its obligations, covenants and warranties under the Note and Deed of
Trust and is not in default of any such obligations, covenants or
warranties.
8. This modification shall be binding upon the heirs, executors,
administrators, legal representatives, successors and assigns of the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have subscribed their names this
1st day of June, 2002.
Property Address:
RELIV' INTERNATIONAL, INC.
112 & 136 Chesterfield Industrial Blvd.
2nd and 3rd Deed of Trust
By: /s/ Robert L. Montgomery
------------------------
Maturity Date: Name: Robert L. Montgomery
March 1, 2004 ------------------------
Its: President
By: /s/ Steven D. Albright
------------------------
Name: Steven D Albright
------------------------
Its: Controller
SOUTHWEST BANK OF ST. LOUS
By: /s/ Hord Hardin, II
------------------------
Name: Hord Hardin, II
------------------------
Its: Senior Vice President