ASSET PURCHASE AGREEMENT By and Among GREEN MOUNTAIN COFFEE ROASTERS, INC. (Buyer) and TULLY’S COFFEE CORPORATION (Seller) TULLY’S BELLACCINO, LLC Dated as of September 15, 2008Asset Purchase Agreement • December 11th, 2008 • Green Mountain Coffee Roasters Inc • Miscellaneous food preparations & kindred products • New York
This Asset Purchase Agreement (the “Agreement”) is dated as of September 15, 2008, by and among GREEN MOUNTAIN COFFEE ROASTERS, INC., a Delaware corporation (the “Buyer”) and TULLY’S COFFEE CORPORATION, a Washington corporation (the “Seller Parent”) and Tully’s Bellaccino, LLC, a Washington limited liability company and wholly-owned subsidiary of the Seller (the “Seller Subsidiary” and together with the Seller Parent, the “Seller”). The Buyer, the Seller and the Seller Subsidiary are collectively referred to herein as the “Parties.” Capitalized terms used in this Agreement are defined or otherwise referenced in Section 1.
GREEN MOUNTAIN COFFEE ROASTERS, INC.Green Mountain Coffee Roasters Inc • December 11th, 2008 • Miscellaneous food preparations & kindred products
We refer to the Amended and Restated Revolving Credit Agreement (the “Credit Agreement”), dated as of December 3, 2007, by and among Green Mountain Coffee Roasters, Inc. (the “Borrower”), Bank of America, N.A., as administrative agent (the “Agent”) and lender, the other lenders party thereto (collectively, the “Lenders”), and Banc of America Securities, LLC, as Sole Lead Arranger and Sole Book Manager. All of the words and expressions used in this letter of agreement (this “Amendment No. 1”) which are not defined herein, but which are defined in the Credit Agreement, shall have the same meanings herein as specified therefore in the Credit Agreement.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 11th, 2008 • Green Mountain Coffee Roasters Inc • Miscellaneous food preparations & kindred products
This Amendment No. 1 (the “Amendment”), dated as of November 12, 2008 amends that certain Asset Purchase Agreement dated as of September 15, 2008 (the “Agreement”) by and among Green Mountain Coffee Roasters, Inc., a Delaware corporation (the “Buyer”), Tully’s Coffee Corporation, a Washington corporation (the “Seller Parent”) and Tully’s Bellaccino, LLC, a Washington limited liability company (the “Seller Subsidiary” and together with the Seller Parent, “Seller”). Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Agreement.
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • December 11th, 2008 • Green Mountain Coffee Roasters Inc • Miscellaneous food preparations & kindred products • Delaware
This Settlement and License Agreement (“AGREEMENT”), effective as described herein, is made by and between Keurig, Incorporated, a Delaware corporation having a principal place of business at 55 Walkers Brook Drive, Reading, Massachusetts; and Kraft Foods Global, Inc. (“KFG”), a Delaware corporation having a place of business at 1250 West North Street, Dover, Delaware; Tassimo Corporation (“TASSIMO CORP.”), a Delaware corporation having a mailing address of P.O. Box 6361, Dover, Delaware; and Kraft Foods Inc. (“KRAFT FOODS”), a Virginia corporation having a place of business at Three Lakes Drive, Northfield, Illinois.
Re: Deferred Compensation AgreementGreen Mountain Coffee Roasters Inc • December 11th, 2008 • Miscellaneous food preparations & kindred products
Reference is made to the stock option award dated October 31, 2003 (the “Stock Option”) under the 2000 Stock Option Plan (the “Plan”) of Green Mountain Coffee, Inc. (the “Company”). We have determined that the exercise price of the Stock Option is lower on a per-share basis than the per-share fair market value of the common stock (the “Stock”) of the Company on the date the Stock Option was granted. Because the Stock Option was not fully vested and exercisable prior to January 1, 2005, under applicable interim guidance issued by the Internal Revenue Service (Notice 2005-1 and later Proposed Regulations issued under Section 409A) (the “Interim Guidance”) it will be deemed to constitute a “nonqualified deferred compensation” plan or arrangement, or part of such a plan or arrangement, subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), unless amended as hereinafter provided.
