AMENDMENT TO
GROUND LEASE AGREEMENT
This Amendment to Ground Lease Agreement (the
"Amendment") is made by Pilgrim Partnership, L.L.C. , a
Vermont Limited Liability Company, with principal place of business
in Waterbury, Vermont (the "Landlord") and Green Mountain Coffee
Roasters, Inc ., (the "Tenant").
WHEREAS, Pilgrim Partnership, L.L.C. and Mayflower
Management, L.L.C., have declared and established a condominium
known as Pilgrim Commercial Park Condominiums (the "Condominium")
as described and depicted in the Declaration of Pilgrim Commercial
Park Condominiums and all Exhibits thereto, dated March 24, 2005
and recorded on March 28, 2005, in Book 233, Pages 163-234 of Deeds
in the Town of Waterbury Land Records, as amended (collectively the
"Declaration");
WHEREAS , under the Declaration, the Landlord is the current
declarant;
WHEREAS , Pilgrim Partnership, L.L.C. entered into a Ground
Lease Agreement with Green Mountain Coffee Roasters, Inc. dated
April 14, 2005, subsequent to the recording of the Declaration (the
"Ground Lease");
WHEREAS , while the parties desire to preserve the
transaction reflected in the Ground Lease, certain modifications of
the Ground Lease are required in order to conform its terms to the
Declaration.
NOW THEREFORE, Landlord and Tenant hereby amend the Ground
Lease as follows:
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Paragraph 1 is hereby deleted in its entirety and is amended and
restated as follows:
"1. Demised Premises. Landlord
does hereby demise, let, rent and lease unto Tenant, and Tenant
hereby leases and rents from Landlord's interest in Unit 3 of the
Pilgrim Commercial Park Condominiums, together with an undivided
percentage in the Common Elements apportioned thereto and together
with the Limited Common Elements reserved to Unit 3 in the
Declaration (the "Land") on the Plan of Pilgrim Commercial Park
Condominiums, dated March 2005, prepared by Charles Grenier
Consulting Engineer, P.C. and attached to the Declaration as
Exhibit D, as same may amended from time to time, (the "Park Plan")
and the non-exclusive right to use the roads, parking areas, open
spaces and other common areas included within the condominium as
Common Elements, subject to any limitations imposed by the
Declaration. The Tenant shall have the exclusive right to use any
areas designated in the Declaration as a Limited Common Element of
Building 3, as defined in the Declaration, and Landlord hereby
transfers to Tenant for the term of this Lease all rights of
Landlord under Section 4.4(h) of the Declaration. A copy of the
Park Plan is attached to the Ground Lease as Exhibit A. All
references in this Lease to the "Land" shall be deemed to refer to
Unit 3 and its related undivided interest in the Common Elements
and Limited Common Elements reserved to Unit 3, except that in
Sections 2, 4(b) and 5(b), all references to the "Land" shall be
deemed to refer to Landlord's interest in Unit 3 and its related
undivided interest in the Common Elements and Limited Common
Elements reserved to Unit 3."
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Paragraph 5(a) is hereby deleted in its entirety and is replaced
with the following:
"5. Option to Purchase .
(a)
At all times during the first five (5) years of the term of this
Lease, Tenant shall have the option to purchase (i) Landlord's
entire interest in Unit 3, together with an undivided interest in
the Common Elements and the Limited Common Elements reserved to
Unit 3 in the Declaration and together with the development rights
for the Limited Common Elements reserved to Unit 3 arising in favor
of the owner of Unit 3 pursuant to Section 4.4(h) of the
Declaration (collectively "Unit 3"), and (ii) Landlord's entire
interest in Unit 1, together with an undivided interest in the
Common Elements and the Limited Common Elements reserved to Unit 1
in the Declaration (collectively, "Unit 1") and (iii) the Future
Development Rights reserved in the area designated on the Park Plan
as Site C and Site J ("Future Development Rights Site C and Site
J"), all as shown on Exhibit A and in each case at the applicable
price set forth below. Tenant may exercise each of such options
separately, exce
