Sample Business Contracts

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

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$6,000,000.00                    Manchester, NH                     June 9, 1997

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
SIX MILLION  DOLLARS  ($6,000,000.00),  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
hereinbelow, in lawful money of the United States of America.

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  made by the Bank to the Borrower,  all principal  payments made by
the  Borrower  to the Bank  hereunder,  and all  other  appropriate  debits  and

Under the  Revolving  Line of Credit Loan  evidenced  by this Note (the "Line of
Credit"),  the Bank agrees to lend to the Borrower, and the Borrower may borrow,
up to the lesser of (a) the maximum  principal  sum provided for in this Note or
(b) the Borrower's  Borrowing  Base,  all 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, and by Ninth  Amendment to Commercial Loan Agreement and Loan
Documents  of even date  herewith,  entered into by and between the Borrower 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 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 shall make requests for advances under this Note as provided in the
Loan  Agreement.  The Borrower  agrees that the Bank may make all advances under
this Note by direct  deposit to any demand account of the Borrower with the Bank
or in such other manner as may be provided in the Loan  Agreement,  and that all
such advances shall represent binding obligations of the Borrower.

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 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 Revolving  LIBOR-based Rate to apply to
some or all of the  outstanding  principal  hereunder in  accordance  with,  and
subject to the limitations of, the Loan Agreement.

Pending an Event of Default as provided in the Loan  Agreement and herein below,
the Bank shall  extend the Line of Credit  through and until  February  28, 1999
(the "Review  Date"),  and, if the Line of Credit is renewed and extended by the
Bank pursuant to the Loan Agreement,  through and until each anniversary of such
date with  respect  to which the Line of Credit is  renewed  and  extended.  The
Borrower  shall (i) make payments of principal  from time to time as provided in
the Loan  Agreement  and (ii) make  payments  of  interest  monthly  in  arrears
commencing  thirty  (30) days from the date hereof (or on any day within 30 days
of the date  hereof  agreed to by the  Borrower  and the Bank to  provide  for a
convenient  payment  date)  and  continuing  on the  same  date  of  each  month
thereafter  through and until the earlier of the  acceleration of this Note upon
an  Event  of  Default  as  provided  herein  below  or the  Review  Date or any
anniversary  thereof  with respect to which the Line of Credit is not renewed by
the Bank,  whereupon all principal,  accrued and unpaid interest,  and any other
charges  provided for hereunder,  shall be due and payable in full. In the event
that the Line of Credit is  renewed  pursuant  to the Loan  Agreement  as of the
Review Date or any anniversary  thereof,  this Note shall thereafter continue to
evidence amounts advanced and due under the Line of Credit as renewed.

This Note is being  executed and delivered in  accordance  with the terms of the
Loan Agreement and the documents  defined therein as the "Loan  Documents".  The
payment and performance of the  obligations  contained in the Loan Documents are
secured by the collateral granted to the Bank therein (the "Collateral") and the
security granted to the Bank in the Loan Documents.

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

The holder may impose upon the  Borrower a  delinquency  charge of five  percent
(5%) of the amount of 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 the occurrence and during the  continuance of an
Event of  Default  under the Loan  Agreement  or  maturity,  whether  by demand,
acceleration or otherwise,  bear interest at the then contract rate of this Note
plus an additional five percent (5%) per annum.

The Borrower  agrees that any other  property  upon or in which the Borrower has
granted or hereafter grants the holder a mortgage or security interest, securing
the  payment  and  performance  of any other  liability  of the  Borrower to the
holder, shall also constitute Collateral. As additional Collateral, the Borrower
grants (1) a security  interest  in, or  pledges,  assigns  and  delivers to the
holder,  as  appropriate,  all  deposits,  credits  and  other  property  now or
hereafter due from the holder to the Borrower;  and (2) the right to set off and
apply (and a security  interest in said right),  from time to time hereafter and
without demand or notice of any nature,  all, or any portion,  of such deposits,
credits and other  property,  against the  indebtedness  evidenced  by this Note
whether the other Collateral, if any, is deemed adequate or not.

The Borrower,  and every maker, endorser, or guarantor of this Note, jointly and
severally,  agree  to  pay on  demand  all  reasonable  out-of-pocket  costs  of
collection  hereof,  including  reasonable  attorneys' fees,  whether or not any
foreclosure or other 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,  and the
holder shall have, in addition to all other rights and remedies,  the rights and
remedies of a secured party under the Uniform  Commercial Code of New Hampshire.
The  holder  shall  have no  duty  as to the  collection  or  protection  of the
Collateral or of any income  thereon,  or as to the  preservation  of any rights
pertaining thereto beyond the safe custody thereof. Surrender of this Note, upon
payment  or  otherwise,  shall not  affect the right of the holder to retain the
Collateral as security for the payment and performance of any other liability of
the  Borrower  to the  holder  in  accordance  with the  provisions  of the Loan

The  Borrower,  and every maker,  endorser,  or  guarantor of this Note,  hereby
jointly waive,  to the fullest  extent  permitted by law,  presentment,  notice,
protest and all other  demands and notices and assents (1) to any  extension  of
the time of payment or any other indulgence,  (2) to any substitution,  exchange
or release of Collateral,  and (3) to the release of any other person  primarily
or secondarily liable for the obligations evidenced hereby.

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

This Note is executed and  delivered in  replacement  of, but not in novation or
discharge of, the  Replacement  Revolving Line of Credit  Promissory Note of the
undersigned  payable  to the order of the Bank in the  principal  amount of Five
Million Dollars  ($5,000,000.00)  dated February 19, 1997 (the "Old Note").  All
references  to the Old Note in the Loan  Agreement  or any other  Loan  Document
shall be deemed to refer to this Note.

                 Executed and delivered this 9th day of June, 1997.

                                      GREEN MOUNTAIN COFFEE ROASTERS, INC.

/s/ Kimberley S. Cameron              By:  /s/ Robert D. Britt
------------------------                   -------------------
Witness                                    Robert D. Britt,
                                           Chief Financial Officer

STATE OF   Vermont
COUNTY OF   Washington

On this the 9th day of June, 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
                                          Notary Public