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EXHIBIT 10.25
AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE
$___________
Hartford, Connecticut
December __, 2004
FOR VALUE
RECEIVED, the undersigned, VERMONT PURE HOLDINGS, LTD., a
Delaware corporation with an office located
at 1050 Buckingham Street,
Watertown, Connecticut 06795 ("HOLDINGS "),
and CRYSTAL ROCK LLC, a Delaware
limited liability company with an office at
1050 Buckingham Street, Watertown,
Connecticut 06795 ("CRYSTAL ROCK", and
collectively with Holdings, the
"OBLIGORS"), hereby jointly and severally
promise to pay to the order of
________________, a _____________
(individually, together with its successors
and assigns, the "LENDER"), at its office
at _____________, __________,
____________ ______ or at such other place
as the holder hereof may designate,
the principal amount advanced hereunder and
remaining unpaid, up to a maximum
amount of ____________ MILLION
______________ AND 00/100 DOLLARS ($____________)
(the "PRINCIPAL AMOUNT") in lawful money of
the United States, together with
interest on the Principal Amount, beginning
on the date hereof, before and after
maturity or judgment, at a per annum rate
determined as provided in that certain
Amended and Restated Loan and Security
Agreement dated as of the __ day of
December, 2004, as the same may be amended
from time to time (as so amended from
time to time the "LOAN AND SECURITY
AGREEMENT"), by and among the Obligors, each
of the lenders, including the Lender, which
is a signatory thereto
(collectively, the "LENDERS") and Webster
Bank, National Association, as agent
(in such capacity, together with its
successors and assigns in such capacity,
the "AGENT"). All payments shall be made in
lawful money of the United States in
immediately available funds. All
capitalized terms not defined herein shall have
the meanings assigned to such terms in the
Loan and Security Agreement.
1.
Interest Rate. The interest rate hereunder shall be as set forth in
the
Loan and Security Agreement.
2.
Requests for Advances. Requests for advances hereunder shall be as
set
forth in the Loan and Security
Agreement.
3.
Payments of Interest. Payments of interest hereunder shall be as
set
forth in the Loan and Security
Agreement.
4.
Payments of Principal. Payments of principal hereunder shall be as
set
forth in the Loan and Security
Agreement.
5.
Prepayments. Prepayments of principal hereunder shall be as set
forth
in the Loan and Security Agreement.
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6. Costs
and Expenses. The Obligors shall pay all taxes levied or
assessed
on this Note or the debt evidenced hereby
against the Lender, together with all
costs, expenses and attorneys' and other
professional fees incurred in any
action to collect and/or enforce this Note
or to enforce the Loan and Security
Agreement or any other agreement relating
to this Note or the Loan and Security
Agreement or any other agreement or in any
litigation or controversy arising
from or connected with the Loan and
Security Agreement or any other agreement,
or this Note.
7.
Increased Costs. In the event that applicable law, treaty or
regulation
or directive from any government,
governmental agency or regulatory authority,
or any change therein or in the
interpretation or application thereof, or
compliance by the Lender with any request
or directive (whether or not having
the force of law) from any central bank or
government, governmental agency or
regulatory authority, shall:
a. subject
the Lender to any tax of any kind whatsoever (except
taxes on the overall net income of the Lender) with respect to
the Loan and Security Agreement, this Note or any of the loans
made by it, or change the basis of taxation of payments to the
Lender in respect thereof (except for changes in the rate of
tax on the overall net income of the Lender);
b. impose,
modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirements against
assets held by, deposits or other liabilities in or for the
account of, advances, loans or other extensions of credit by,
or any other acquisition of funds by, any office of the
Lender, including (without limitation) pursuant to Regulations
of the Board of Governors of the Federal Reserve System; or
c. in the
opinion of the Lender, cause this Note, any loan made
under this Note or under the Loan and Security Agreement to be
included in any calculations used in the computation of
regulatory capital standards; or
d. impose
on the Lender any other condition;
and the result of any of the foregoing is
to increase the cost to the Lender, by
an amount that the Lender deems to be
material, of making, converting into,
continuing and/or maintaining the loans
made pursuant to this Note and the Loan
and Security Agreement or to reduce the
amount of any payment (whether of
principal, interest or otherwise) in
respect of any of such loans, then, in any
case, the Obligors shall promptly pay the
Lender, upon its demand, such
additional amounts necessary to compensate
the Lender for such additional costs
or such reduction in payment, as the case
may be (collectively the "Additional
Costs"). The Lender shall certify the
amount of such Additional Costs to the
Obligors, and such certification, absent
manifest error, shall be deemed
conclusive. In determining such amount, the
Lender shall use any reasonable
averaging and attribution methods.
8.
Indemnity. The Obligors agree to indemnify the Lender and to hold
the
Lender harmless from any loss (including
any of the additional costs referred to
above and any lost profits) or expense that
it may sustain or incur as a
consequence of (i) a default by any Obligor
in
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the payment of the principal of or interest
due on this Note, or (ii) the making
of a prepayment of the Principal Amount
bearing interest based upon the LIBOR
Rate on a day which is not the last day of
the then current Interest Period
applicable thereto, including, but not
limited to, in each case any such loss or
expense arising from the reemployment of
funds obtained by it or from fees,
interest or other amounts payable to
terminate the deposits from which such
funds were obtained. The Agent shall
prepare a certificate as to any additional
amounts payable to it pu
