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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
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