ADDENDUM TO
AMENDED AND RESTATED SPRING WATER LICENSE
AND SUPPLY AGREEMENT AND ACKNOWLEDGMENT
PARTIES
The parties to this Addendum are Vermont Pure Holdings, Ltd. ("Vermont
Pure"), Pristine Mountain Springs, Inc. ("Pristine"), Amsource LLC ("Amsource"),
Barton Lord ("Lord") and Xxxxxx Xxxxxx ("Xxxxxx").
BACKGROUND
The parties make this agreement based upon the following facts, which
the parties acknowledge to be true and correct:
1. Pristine and Amsource, LLC ("Amsource") were the original parties to an
Amended and Restated Spring Water License and Supply Agreement ("Water
Supply Contract") dated April 13, 1999. A short form version of the Water
Supply Contract was recorded in the Town of Stockbridge Land Records at
Book 59, Page 571-586.
2. Under the terms of the Water Supply Contract, Amsource's rights under the
contract were assignable.
3. Amsource's rights under the Water Supply Contract included, but are not
limited to, the right to purchase spring water from Pristine's spring
property located in Stockbridge, Vermont, a real property license to enter
the Stockbridge property to take and purchase water, and a right of first
refusal to purchase and/or lease Pristine's spring property.
4. Pursuant to a collateral assignment of the Spring Water License and Supply
Agreement ("Collateral Assignment") Amsource and Pristine collaterally
assigned their rights under the Water Supply Contract to Marcon Capital
Corporation ("Marcon").
5. Pursuant to an Assignment, dated September 30, 1999, Marcon assigned its
rights under the Water Supply Contract, in addition to other rights, to
Vermont Pure.
6. Pursuant to a written notice dated October 8, 1999, and recorded in the
Town of Stockbridge Land Records, Vermont Pure assumed all of Amsource's
rights under the Water Supply Contract From October 8th forward. These
included, but were not limited to, the right to purchase water from the
Pristine Mountain Spring, the right to exercise the real property license
to enter the Pristine Mountain Spring property for purposes of taking
water, and the right of first refusal.
7. Pursuant to paragraph 4 of the Settlement Agreement between Vermont Pure
and Pristine dated December 1, 1999, Vermont Pure and Pristine agreed to
the terms of this Addendum and Acknowledgment in relation to the Water
Supply Contract and Amsource LLC agreed to assign all of its rights and
obligations under the Water Supply Contract to Vermont Pure.
Agreement Terms
In Recognitionof the foregoing and the exchange of goods and valuable
consideration, receipt of which is hereby acknowledged, Vermont Pure, Pristine
and Amsource, intending to be legally bound, make the following agreement:
1. Pristine, Amsource, Lord and Colton hereby acknowledge that the assignment
of all rights of Amsource under the Water Supply Contract to Vermont and
the assumption of those rights by Vermont Pure, was final, absolute and
irrevocable. It is agreed between the parties that Vermont Pure is not
obligated to purchase all of its requirements for spring water from
Pristine. Pristine, Amsource, Lord and Colton hereby irrevocably and
finally waive any objection to or argument against the enforcement by
Vermont Pure of the Water Supply Contract according to its terms. Without
limiting the generality of the foregoing, Pristine and Amsource hereby
formally confirm all of Vermont Pure's rights previously provided under the
Water Supply Contract to Amsource including (without limitation) the rights
to purchase water on a priority basis; and the right of first refusal to
purchase or lease the Pristine Spring as provided in the Water Supply
Contract.
2. Pristine, Amsource Barton Lord and Xxxxxx Xxxxxx shall take no action to
interfere with the rights provided Vermont Pure under the Water Supply
Contract or this Addendum.
3. The Water Supply Contract shall remain in full force and effect, except to
the extent that it is amended by this Addendum as follows: Vermont Pure
shall have an equal priority with Amsource to purchase five million gallons
of water per month from the spring in Stockbridge, Vermont. By equal
priority, this paragraph means that Amsource and Vermont Pure shall have an
equal right, superior to any other party, to purchase in the aggregate the
first ten million gallons per month from the spring. Any shortfall in
supply shall be borne equally by Vermont Pure and Amsource. provided,
further, in the event Vermont Pure determines that it needs more than one
million gallons per month for the months of September through May or two
million gallons per month for the months of June, July and August in any
year then Vermont Pure shall notify Pristine in writing at least seven (7)
days prior to purchasing water for the succeeding seven (7) day period as
to its requirements ("Requirements") for spring water and if Vermont Pure
does not use the full requirements and if Pristine can prove by executed
contracts that it could have sold the unused water and lost such sales,
Vermont Pure shall be deemed to have bought the unused water and shall pay
Pristine for same according to the terms of the Water Supply Contract.
However, in the event Vermont Pure does not notify Pristine of its intent
to use its full five million gallon equal right as set forth above, any
amount not so purchased shall be available on a priority basis for purchase
by Amsource. Vermont Pure shall retain all other priority rights provided
by the Water Supply Contract. Pristine shall not convey priority rights in
the spring to any other party.
4. The equal priority rights provided by amsource under this addendum may only
be exercised by amsource, and are non-assignable. provided, however, that
in the event that a majority of amsource's membership interests are
transferred or conveyed to another party, amsource, llc may continue to
exercise the rights provided by this addendum. n except to the extent
provided for by this addendum, all other provisions of the water supply
contract remain in full force and effect and are fully enforceable by
vermont pure and pristine.
5. Barton Lord and Xxxxxx Xxxxxx join this agreement inasmuch as they are
parties to a settlement agreement involving the remaining parties. Messrs.
Colton and Lord are also principals of amsource. Xx. Xxxxxx is a principal
shareholder of Pristine.
DATED AT _________________________THIS __________ DAY OF ____________, 1999.
WITNESS: VERMONT PURE HOLDINGS, LTD.
_____________________ BY: ____________________________
Duly Authorized Agent
STATE OF ______________________)
SS
________________________COUNTY )
On this _________ day of _____________, 1999, personally appeared
_________________________, duly authorized agent of Vermont Pure Holdings, Ltd.,
and acknowledged this instrument, by him sealed and subscribed, to be his free
act and deed and the free act and deed of the corporation.
[graphic omitted]
Notary Public
Dated at __________________________ this ___________ day of
________________, 1999.
WITNESS: AMSOURCE, LLC
_______________________ BY:___________________________
Duly Authorized Agent
STATE OF ___________________)
)SS
___________________ COUNTY )
On this ___________ day of ___________________, 1999, personally appeared
___________________________, duly authorized agent of Pristine Mountain Springs,
Inc. and acknowledged this instrument, by him sealed and subscribed, to be his
free act and deed and the free act and deed of the corporation.
[GRAPHIC OMITTED]
Notary Public
WITNESS: PRISTINE MOUNTAIN SPRINGS, INC.
_______________________ BY:_______________________________
Duly Authorized Agent
STATE OF _________________)
)SS
___________________ COUNTY)
On this ____________ day of _________________, 1999, personally appeared
__________________________, and acknowledged this instrument, by him sealed and
subscribed, to be his free act and deed and the free act and deed of the
corporation.
[GRAPHIC OMITTED]
Notary Public
Dated at ___________________, this ____________ day of
__________________, 1999.
WITNESS:
_________________________ _______________________________
Barton Lord
STATE OF ________________)
) SS
_________________ COUNTY )
On this ____________ day of ________________, 1999, personally appeared
Barton Lord and acknowledged this instrument, by him sealed and subscribed, to
be his free act and deed and the free act and deed of the corporation.
______________________________
Notary Public
Dated at _____________________, this _______________ day of
______________________, 1999.
WITNESS:
__________________________ _____________________________
Barton Lord
