Sample Business Contracts

Revolving Line of Credit/Term Promissory Note - Green Mountain Coffee Roasters Inc. and Fleet Bank - NH

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$4,500,000.00 U.S.              Manchester, NH                February 20, 1998

corporation  with a principal  place of business at 33 Coffee  Lane,  Waterbury,
Vermont 05676 (the "Borrower"), promises to pay to the order of FLEET BANK - NH,
a bank organized under the laws of the State of New Hampshire with an address of
Mail Stop NHNA E02A,  1155 Elm  Street,  Manchester,  New  Hampshire  03101 (the
"Bank"), at such address, or such other place or places as the holder hereof may
designate in writing from time to time hereafter,  the maximum  principal sum of
FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS  ($4,500,000.00),  or so much thereof
as may be advanced or  readvanced  by the Bank to the Borrower from time to time
hereafter  (such amounts defined as the "Debit  Balance"  below),  together with
interest as provided for herein  below,  in lawful money of the United States of

     The Borrower's  "Debit  Balance" shall mean the debit balance in an account
on the  books of the Bank,  maintained  in the form of a ledger  card,  computer
records or  otherwise  in  accordance  with the Bank's  customary  practice  and
appropriate  accounting procedures wherein there shall be recorded the principal
amount of all  advances and  readvances  made by the Bank to the  Borrower,  all
principal  payments  made by the Borrower to the Bank  hereunder,  and all other
appropriate  debits and  credits  to  principal.  The Bank  shall  render to the
Borrower a statement  of account with respect  thereto on a monthly  basis.  The
statement  shall  be  considered  correct  and  be  considered  accepted  by the
Borrower, and shall conclusively bind the Borrower, unless Borrower notifies the
Bank to the  contrary  within  thirty  (30) days  after  the date of  Borrower's
receipt of the statement.

     The Bank agrees to lend to the  Borrower,  and the  Borrower may borrow and
reborrow from time to time, up to the maximum principal sum provided for in this
Note in accordance with and subject to the terms, conditions, and limitations of
this Note and the Seventh  Amendment and First  Restatement  of Commercial  Loan
Agreement  dated April 12, 1996,  as amended by Eighth  Amendment to  Commercial
Loan Agreement and Loan Documents dated February 19, 1997, by Ninth Amendment to
Commercial  Loan  Agreement  and Loan  Documents  dated June 9,  1997,  by Tenth
Amendment to Commercial  Loan Agreement  dated January 15, 1998, and by Eleventh
Amendment to Commercial Loan Agreement and Loan Documents of even date herewith,
entered into by and between the Borrower, its subsidiary,  Green Mountain Coffee
Roaster  Franchising  Corporation,  and the Bank,  and as said  agreement may be
further  amended  from  time  to  time  (collectively,  as  amended,  the  "Loan
Agreement").  The holder of this Note is  entitled  to all of the  benefits  and
rights,  and is  subject to all of the  obligations,  of the Bank under the Loan
Agreement.  However,  neither  this  reference  to the  Loan  Agreement  nor any
provision thereof shall impair the absolute and unconditional  obligation of the
Borrower to pay the  principal  and  interest  of this Note as herein  provided.
Terms not otherwise  defined herein shall have the meanings  ascribed to them in
the Loan Agreement.

     The Borrower  agrees that the Bank may deliver all advances under this Note
by direct deposit to any demand account of the Borrower with the Bank or in such
other  reasonable  manner as may be  designated  in  writing  by the Bank to the
Borrower,  and that all such advances shall represent binding obligations of the

     The  Borrower  acknowledges  that this Note is to evidence  the  Borrower's
obligation  to pay its Debit  Balance,  plus  interest and any other  applicable
charges as  determined  from time to time,  and that it shall  continue to do so
despite the  occurrence of intervals  when no Debit Balance  exists  because the
Borrower has paid the previously existing Debit Balance in full.

     Interest shall be calculated  and charged  daily,  based on the actual days
elapsed  over a three  hundred  sixty  (360) day  banking  year,  on the  unpaid
principal balance outstanding from time to time. Except as provided hereinbelow,
the unpaid principal balance outstanding  hereunder from time to time shall bear
interest at a variable  annual  rate equal to the Bank's  Base Rate,  so called,
plus the Applicable Base Rate Margin for the Revolving Line of Credit/Term  Loan
as determined under the Loan Agreement from time to time. The Base Rate shall be
the Base Rate of the Bank as  established  and  changed by the Bank from time to
time  whether or not such rate  shall be  otherwise  published  or  Borrower  is
provided with notice thereof. Each time the Base Rate changes, the interest rate
hereunder  shall  change  contemporaneously  with  such  change in the Base Rate
effective  as of the  opening of business  on the date of change.  The  Borrower
acknowledges that the Base Rate is used for reference  purposes only as an index
and is not  necessarily  the  lowest  interest  rate  charged  by  the  Bank  on
commercial  loans.  Notwithstanding  the foregoing,  the Borrower may elect from
time to time the a LIBOR-based variable rate of interest to apply to some or all
of the outstanding  principal  hereunder in accordance  with, and subject to the
limitations of, the Loan Agreement.

     Accrued interest only on the outstanding  Debit Balance  hereunder shall be
payable  monthly in arrears  commencing  February 28, 1998 and continuing on the
last day of each month thereafter through and including  September 30, 1999 (the
"Conversion  Date") and thereafter  shall be payable  monthly as provided herein
below. Through the Conversion Date, the Borrower shall only be obligated to make
payments of principal hereunder such that the outstanding Debit Balance does not
exceed the maximum amount  available to the Borrower under the Revolving Line of
Credit/Term  Loan  evidenced  hereby as provided in the Loan  Agreement.  On the
Conversion Date, all accrued and unpaid interest on the Debit Balance  hereunder
shall  be paid and the  entire  outstanding  Debit  Balance  hereunder  shall be
converted  to a term  loan  in  accordance  with  the  provisions  of  the  Loan
Agreement.  The entire Debit Balance  hereunder so converted  shall be repaid in
equal monthly payments of principal, each in the amount of Seventy-five Thousand
Dollars  ($75,000.00),  together  with a monthly  payment of accrued  and unpaid
interest,  such  payments to commence on October 31, 1999 and to continue on the
last day of each month  thereafter  through and including  February 28, 2003. On
March 31,  2003,  all  remaining  outstanding  principal  and accrued and unpaid
interest shall be due and payable in full. The Debit Balance converted to a term
loan hereunder,  and the Borrower's obligation to repay the same, shall continue
to be evidenced by this Note after the Conversion Date.

     The  Borrower  may prepay this Note in whole or in part at any time without
premium or penalty; provided,  however, that such prepayment shall be subject to
the  terms  and  conditions  of the  Loan  Agreement  and the  charges  provided
thereunder  payable by Borrower to Bank.  In the event that any such  prepayment
shall be made by the  Borrower,  the amount  thereof  shall be applied  first to
accrued interest and thereafter to principal.

     At the  option of the Bank,  this Note  shall  become  immediately  due and
payable  in full,  without  further  demand or  notice,  if any  installment  of
principal or interest is not paid when due  hereunder or upon the  occurrence of
any other Event of Default under the terms hereof, under the Loan Agreement,  or
under any other Loan Document.

     The holder  may  impose  upon the  Borrower  a  delinquency  charge of five
percent  (5%) of the  amount of the  principal  and/or  interest  not paid on or
before the tenth (10th) day after such  installment is due. The entire principal
balance hereof, together with accrued interest,  shall after an Event of Default
or maturity, whether by demand,  acceleration or otherwise, bear interest at the
Base Rate plus an additional five percent (5%) per annum.

     The Borrower  grants to Bank the right to set off and apply,  upon an Event
of Default and without demand or notice of any nature,  all, or any portion,  of
deposits, credits and other property now or hereafter due from the holder to the
Borrower, against the indebtedness evidenced by this Note.

     The Borrower agrees to pay on demand all reasonable  out-of-pocket costs of
collection  hereof,  including  reasonable  attorneys' fees,  whether or not any
action is instituted by the holder in its discretion.

     No delay or  omission  on the part of the holder in  exercising  any right,
privilege or remedy shall impair such right, privilege or remedy or be construed
as a waiver thereof or of any other right, privilege or remedy. No waiver of any
right,  privilege  or remedy or any  amendment  to this Note shall be  effective
unless made in writing and signed by the holder. Under no circumstances shall an
effective  waiver  of  any  right,  privilege  or  remedy  on any  one  occasion
constitute  or be  construed  as a bar to the  exercise  of or a waiver  of such
right, privilege or remedy on any future occasion.

     The  acceptance  by the  holder  hereof of any  payment  after any  default
hereunder  shall not  operate to extend  the time of payment of any amount  then
remaining  unpaid  hereunder or  constitute a waiver of any rights of the holder
hereof under this Note.

     All rights and remedies of the holder, whether granted herein or otherwise,
shall be cumulative and may be exercised singularly or concurrently.

     The  Borrower  hereby  waives,  to the  fullest  extent  permitted  by law,
presentment,  notice, and protest. Borrower assents to any extension of the time
of payment or any other indulgence.

     This Note and the provisions, hereof shall be binding upon the Borrower and
the  Borrower's  successors  and  assigns  and shall inure to the benefit of and
shall  bind  the  holder,   the  holder's  heirs,   administrators,   executors,
successors, legal representatives and assigns.

     The word  "holder" as used herein  shall mean the payee or endorsee of this
Note who is in  possession  of it,  or the  bearer,  if this Note is at the time
payable to the bearer.

     This Note may not be amended,  changed or modified in any respect except by
a written document which has been executed by each party.  This Note constitutes
a New Hampshire contract to be governed by the laws of such state and to be paid
and performed therein.

     The provisions of this Note are expressly  subject to the condition that in
no event shall the amount paid or agreed to be paid to the holder  hereunder and
deemed interest under  applicable law exceed the maximum rate of interest on the
unpaid  principal  balance  hereunder  allowed by  applicable  law, if any, (the
"Maximum  Allowable  Rate"),  which  shall  mean the law in  effect  on the date
hereof,  except that if there is a change in such law which  results in a higher
Maximum  Allowable Rate being  applicable to this Note,  then this Note shall be
governed by such  amended law from and after its  effective  date.  In the event
that  fulfillment  of any  provisions  of this Note results in the interest rate
hereunder  being in excess of the Maximum  Allowable  Rate, the obligation to be
fulfilled  shall   automatically  be  reduced  to  eliminate  such  excess.   If
notwithstanding  the  foregoing,  the  holder  receives  an amount  which  under
applicable  law would cause the  interest  rate  hereunder to exceed the Maximum
Allowable Rate, the portion thereof which would be excessive shall automatically
be applied to and deemed a prepayment of the unpaid principal  balance hereunder
and not a payment of interest.

     Executed and delivered this 20th day of February, 1998.


                                    GREEN MOUNTAIN COFFEE ROASTERS, INC.

/s/ Betty Omansky                   By: /s/ Robert D. Britt
-----------------                    ----------------------------------------
Witness                                 Robert D. Britt, Chief Financial Officer

STATE OF  Vermont

COUNTY OF Washington

  On this the 20th day of February, 1997, before  me, the undersigned  notary or
justice, personally appeared Robert D. Britt, who acknowledged himself to be the
Chief Financial Officer of Green Mountain Coffee Roasters,  Inc., a corporation,
and that he, as such authorized officer, being authorized so to do, executed the
foregoing instrument for the purposes therein contained,  by signing the name of
the corporation by himself as such authorized officer.

                                             /s/ Betty Omansky
                                             Justice of the Peace/Notary Public