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EXHIBIT 10.9
FIRST AMENDMENT TO
PROMISSORY NOTE
THIS FIRST AMENDMENT TO PROMISSORY NOTE (this "Amendment") is made and
entered into as of the 21st day of February, 2001 by and among Vital Living
Products, Inc., a Delaware corporation (the "the Borrower"), and C. Xxxxxx
Xxxxxx (the "Lender").
STATEMENT OF PURPOSE
Borrower is indebted to Lender pursuant to that certain Promissory Note
dated July 1, 1999, in the original principal amount of $750,000.00 (the
"Note"). Pursuant to a Securities Purchase Agreement dated the date hereof
between the Borrower and the Buyers party thereto (the "Securities Purchase
Agreement") it is contemplated that the Buyers will purchase certain Convertible
Debentures and Warrants from the Borrower. It is a condition precedent to
closing of the transactions contemplated by the Securities Purchase Agreement
that the Lender amend the Note to extend the term thereof and make certain other
amendments thereto as provided for herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Acknowledgment of Debt. The Borrower hereby acknowledges and
agrees that as of the date of this Agreement, the outstanding balance due under
the Note is $755,919.33, including principal and accrued but unpaid interest.
2. Extension of Term; Continued Payment of Interest. The Lender
hereby agrees that notwithstanding the occurrence or existence of any default
prior to the date hereof the outstanding principal due on the Note shall not be
due and payable until February 23, 2003. In furtherance of the foregoing, clause
(a) of the first paragraph of the Note is hereby replaced with the following:
(a) Principal shall be payable in full on February 23,
2003 (the "Maturity Date"), subject to prepayment
or acceleration as provided herein; and
The Borrower hereby agrees to continue to pay interest on the Note on the last
day of each month, per the terms of the Note.
3. Amendment of Default Provisions. The Lender hereby agrees to
amend the Note so that the failure of the Borrower to pay interest on the Note
as provided therein prior to the Maturity Date shall not constitute an "Event of
Default" thereunder. In furtherance of the foregoing, clause (a) of the sixth
paragraph of the Note is hereby replaced with the following:
(a) The failure of Borrower after the Maturity Date to
pay any installment of principal or interest
hereunder when due, and the continuation of such
failure for five (5) days after written notice
thereof, demanding such payment, is given by the
holder hereof to Borrower; or
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4. Full Force and Effect. Except as expressly provided herein,
this Amendment shall not amend or modify the terms and conditions of the Note,
which terms and conditions shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal as of the date first above written.
VITAL LIVING PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
President
/s/ C. Xxxxxx Xxxxxx [SEAL]
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C. Xxxxxx Xxxxxx
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