PROMISORY NOTE
$100,000 Waterbury Vermont
March 21, 2000
1. XxxxXxxxxxx.xxx, Inc., a corporation organized and existing under the laws of
the State of Delaware (hereinafter Borrower"), for value received, hereby
promises to pay to Green Mountain Coffee Roasters, Inc. (hereinafter "Holder")
on or before May 31, 2000, the principal sum of One Hundred Thousand Dollars
($100,000), and to pay such interest on the principal sum from the date hereof
at the rate of eight percent (8%) per annum (based on a 365 day year) until
payment in full of principal.
2. Principal and interest under this Note shall be in lawful money of the United
States. Borrower waives diligence, presentment, protest, demand and notice of
protest, demand, dishonor, and nonpayment of this Note.
3. Borrower may extend this Note one time only for a period not exceeding ninety
(90) days without cost or penalty. To extend this Note, Borrower must notify
Holder in writing at least ten (10) days prior to the payment date specified
herein of its exercise of this right. The notice must specify the new day for
payment of principal and interest.
4.
a. Xxxxxxxx agrees that at least thirty (30) days prior to the
maturity date of this Note (as may be extended pursuant to
Paragraph 3 above), it shall offer to Holder the opportunity
to purchase fully paid, non-assessable common stock of
Borrower ("the Shares") at the same price per share and on the
same other terms and conditions as those provided to all other
potential investors in Borrower's initial private placement
offering, and subject to the following additional terms and
conditions:
b. No fractional Shares shall be issuable on any purchase in
consideration for the cancellation of principal owing on this
Note. In lieu of issuing fractional Shares, Borrower shall pay
Holder the cash portion of the indebtedness not so cancelled.
c. Upon such surrender of the Note, interest owing on this Note
shall cease. All accrued interest shall be paid in cash at
the time the Shares are issued to Holder.
d. Nothing herein shall obligate Holder to accept Xxxxxxxx's
offer of Shares, in which case all of the terms and conditions
of this Note shall remain in full force and effect.
5. Holder shall not transfer, sell, or assign Holder's interest in this Note, or
any portion thereof, without the express written consent of Borrower.
6. All notices or other communications required or permitted by this Note or by
law to be served on or given either party by the other party shall be in writing
and shall be deemed duly served and given when personally delivered to the party
to whom it is directed or in lieu of personal service when mailed by first class
mail, postage prepaid, addressed to the parties as follows:
a. Borrower: XxxxXxxxxxx.xxx, Inc.
Attn: Xxxxxxx X. Xxxxxxxxx
00 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
x. Xxxxxx Green Mountain Coffee Roasters, Inc.
Attn: Xxx Xxxxxxx, Chairman/CEO
00 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Either party may change that party's address by giving written
notice of the change to the other party in the manner provided in this section.
7. Whether or not suit is filed, Xxxxxxxx agrees to pay all reasonable
attorney's fees, cost of collection, costs, and expenses incurred by Holder in
connection with the enforcement or collection of this Note. Xxxxxxxx further
agrees to pay all costs of suit and the sum adjudged as attorneys' fees in any
action to enforce payment of this Note or any part of it.
8. This Note shall be governed by and construed in accordance with the laws of
the State of Vermont without regard to the laws as to choice of or conflict of
laws.
XxxxXxxxxxx.xxx, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------
Chairman of the Board
