EXHIBIT 10.10
RELIV' INTERNATIONAL, INC. 148671-2006943 HH/as/ph
LINE OF CREDIT NOTE
St. Louis, Missouri
$1,000,000.00 and interest November 15, 2002
On Demand, and if no demand be made, then on the 1st day of December,
2003, the undersigned promise(s) to pay to the order of SOUTWEST BANK OF ST.
LOUIS, St. Louis, Missouri, 63110-3498 (herein called "Bank") at its office in
said City or to such other place as the holder hereof shall from time to time
designate, the principal sum of ONE MILLION AND 00/100 Dollars, or the then
outstanding and unpaid principal balance of the sums advanced hereunder together
with accrued interest. Each borrowing hereunder shall bear interest from the
date advanced by Bank at the rate of 0.00% in excess of Southwest Bank of St.
Louis' Prime Rate, to be adjusted with each change thereto, payable monthly, and
shall be calculated on the actual number of days on the basis of a year of 360
days. This note shall bear interest after maturity whether by demand,
acceleration or otherwise at the rate of five percent (5 %) over the stated
rate. As used herein, the term "Prime Rate" 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 rate
charged to any customer of the Bank. In the event the Bank ceases to use the
term "Prime Rate" in setting a base rate 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.
Until the occurrence of any event of default herein described or any
default or any event which with the passage of time or giving of notice, or
both, would constitute a default under any agreements listed below, or the
maturity of this note, whether by demand, acceleration or otherwise, the
undersigned may borrow and repay and re-borrow such amounts, hereunder, except
that each advance or repayment will be in a minimum amount of ONE THOUSAND AND
00/100 Dollars or any multiples thereof, but not exceeding the maximum amount
set forth above. Unless otherwise instructed by the undersigned, all advances
under this note will be credited to checking account No.058726 carried on the
books of Bank in the name of Reliv' International, Inc. and the undersigned
agrees that Bank may make advances at its discretion, upon oral instructions of
any of the undersigned or upon occurrence of an overdraft in said checking
account. If any payment of principal or interest under this Note is not paid
within thirty (30) days after the payment is due, then the Undersigned shall pay
to Bank a late charge of ten percent (10%) of such payment, but in any event not
less than Ten Dollars ($10.00).
Upon the occurrence of any of the following events of default: failure of
the undersigned to make any payments required hereunder or comply with any of
the provisions contained in this note or any other obligations of the
undersigned to Bank or to any other party, and the continuation of such default
following applicable notice and cure rights, if any, or if any instrument,
document, agreement or guaranty delivered in connection with any of the
indebtedness evidenced by this note or otherwise owed to Bank, shall not be, or
shall cease to be, enforceable in accordance with its terms or be contested by
any obligor thereunder, or death, dissolution, termination of existence,
insolvency, failure to pay debts as they mature, appointment of a receiver of
any part of the property of, an assignment for the benefit of creditors, or the
commencement of any proceedings under bankruptcy or insolvency laws, by or
against any of the undersigned, then or at any time thereafter, this note and
all other obligations of each of the undersigned to the Bank shall, at the
option of Bank, become due and payable without notice or
demand and no further advances will thereafter be made by Bank under the terms
of this note. Furthermore, Bank reserves the right to offset without notice all
funds or other property held by Bank against matured debts owing to Bank by
undersigned. The undersigned will pay on demand all costs of collection, legal
expenses and attorney's fees incurred or paid in collecting or enforcing this
note including representation in any bankruptcy or insolvency proceedings and
whether or not any lawsuit is ever Filed with respect thereto. Each of the
undersigned hereby waives presentment, protest, demand, notice of dishonor or
default and consents to any and all renewals, extensions, and/or the release of
any collateral or party directly or indirectly liable for the payment hereof,
all without notice to and without affecting the liability of any of the
undersigned. As used herein "undersigned" shall mean each maker and each
endorser, and each jointly and severally, agrees to all the provisions hereof.
This note shall be governed by the laws of the State of Missouri without regard
to conflict of law principle and shall bind the undersigned and shall inure to
the benefit of the Bank and any holder hereof.
In addition to all other rights and security of Bank, security for this
note and all other indebtedness owing to Bank:
Security Agreement dated 5/25/99 and 1/2/96 covering Accounts, Inventory and
Equipment.
All payments hereunder shall be made in immediately available funds by
1:00 p.m. St. Louis, Missouri time on the day when due. If any payment of
principal or interest on this note, shall become due on a Saturday, Sunday or
any day on which the Bank is legally closed to business, such payment shall be
made on the next succeeding business day and such extension of time shall be
included in computing interest in connection with such payment.
The rights and remedies of the Bank under this note are cumulative and are
not in lieu of, but are in addition to any other rights or remedies which the
Bank shall have under any other instrument, or at law or in equity.
THE UNDERSIGNED HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE COURT
LOCATED WITIIIN THE CITY OF ST. LOUIS OR ST. LOUIS COUNTY, MISSOURI OR FEDERAL
COURT IN THE EASTERN DISTRICT OF MISSOURI, EASTERN DIVISION. THE UNDERSIGNED
WAVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST
IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE. THE UNDERSIGNED EURTHER AGREES NOT TO ASSERT AGAINST THE
BANK (EXCEPT BY WAY OF A DEFENSE OR COUNTERCLAIM IN A PROCEEDING INITIATED BY
THE BANK) ANY CLAIM OR OTHER ASSERTION OF LIABILITY WITH RESPECT TO THIS NOTE,
THE BANK'S CONDUCT OR OTHERWISE IN ANY JURSDICTION OTHER THAN THE FOREGOING
JURISDICTIONS.
THE UNDERSIGNED HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY (WHICH THE BANK
ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING
OUT OF OR RELATING TO THIS NOTE, THE OBLIGATIONS OF THE UNDERSIGNED HEREUNDER OR
THE BANK'S CONDUCT IN RESPECT OF ANY OF THE FOREGOING.
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The following notice is given pursuant to Section 432.045 of the Missouri
Revised Statutes; nothing contained in such notice shall be deemed to limit or
modify the terms of this note. ORAL AGREEMENTS OR COMMITTMENTS 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.
Signature(s) below constitutes execution of this note and acknowledgement
of receipt of a copy of note.
RELIV' INTERNATIONAL, INC.
By: /s/ Robert L. Montgomery
-------------------------
Name: Robert L. Montgomery
Its: President
By: /s/ Steven D. Albright
-------------------------
Name: Steven D. Albright
Its: Controller
Address: P.O. Box 405
Chesterfield, MO 63006-0405
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