Sample Business Contracts

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

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$9,000,000.00                  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
NINE MILLION DOLLARS  ($9,000,000.00),  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, 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 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 for the Revolving  Line of Credit 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  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 March 31, 2001
(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 Base Rate 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

     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 Six
Million  Dollars  ($6,000,000.00)  dated  June 9,  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 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, 1998, 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