AGREEMENT OF SALE

Exhibit 10.1

AGREEMENT OF SALE

THIS AGREEMENT OF SALE (this “Agreement”), made this 2 ^nd day of June, 2008 (the “Effective Date”), by and between MS Plant, LLC, a California limited liability company (hereinafter called “Seller”), and Green Mountain Coffee Roasters, Inc., a Delaware corporation (hereinafter called “Buyer”).

W I T N E S S E T H :

For and in consideration of the mutual undertakings contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

. Property .

(a) Seller hereby agrees to sell and convey to Buyer who agrees to purchase, all that certain lot, piece or parcel of ground (the “Land”), together with the improvements located thereon (the “Improvements”), situated in KNOXVILLE, TENNESSEE, and known as 3109 Water Plant Road, consisting of an approximately 334,000 square foot facility on approximately 31 acres of land, said lot, piece or parcel being more particularly described on Exhibit “A” attached hereto and made a part hereof, together with all appurtenances, easements and other rights and privileges in any way pertaining or beneficial to the Land or Improvements including all right, title and interest of the Seller in and to any streets or ways adjoining the Land (the Land, Improvements and such appurtenances, easements and privileges being collectively referred to herein as the “Property”).

(b) The sale set forth in this Agreement shall also include (i) the furniture, fixtures, machinery, equipment and systems which are located in or on the Improvements and listed on the attached Exhibit “B” (collectively, the “Furniture, Fixtures and Equipment”); (ii) all certificates, licenses, permits, authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction (collectively, the “Licenses, Permits and Approvals”), to the extent transferable; and (iii) all contracts and agreements relating to the management, operation, servicing and/or maintenance of the Property, to the extent Buyer elects to assume the same as provided herein (“Contracts”).

. Purchase Price . The total consideration and purchase price (the “Purchase Price”), which Buyer agrees to pay to Seller and which Seller agrees to accept for the Property, is TEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($10,500,000.00), payable as follows:

The First Deposit and the Second Deposit (collectively, the “Deposits”) shall be paid to LandAmerica Commercial Services (hereinafter, the “Agent”) and shall be placed in an interest bearing escrow account by the Agent according to Buyer’s direction and the terms of that Escrow Agreement attached hereto as Exhibit “C”. The Deposits shall be applied to the Purchase Price at Settlement. All interest accrued on the Deposits will be paid to Buyer at Settlement or upon the earlier termination of this Agreement, unless such termination shall be as a result of Buyer’s default as finally determined by a court of competent jurisdiction after all appeals, in which event all accrued interest shall be paid to Seller. In the event the Agent incurs wiring fees, such fees shall be charged to Buyer. Subject to Section 3(b) below, the Deposits shall become non-refundable at the expiration of the Due Diligence Period (hereinafter defined) if this Agreement has not been terminated prior to that date by the Buyer.

Buyer’s Federal Tax I.D. Number # 03-0339228

Seller’s Federal Tax I.D. Number # 20-8874068

. Title .

(a) Buyer’s obligation to close this transaction shall be conditioned upon, at Settlement, title to the Property being good and marketable and insurable at regular rates by a title insurance company selected by Buyer licensed to do business in the State of Tennessee (the “Title Company”), free and clear of all liens, encumbrances, and restrictions other than the following (the “Permitted Exceptions”): (i) the lien of real estate taxes, water and sewer charges that are not due and payable on the Settlement Date, (ii) the standard exclusions, conditions and stipulations contained in the Title Commitment (as hereinafter defined) acceptable to Buyer, and (iii) easements, privileges, licenses or rights of public utility or public service companies acceptable to Buyer.

(b) If Seller is unable to convey title in the quality set forth above, Buyer shall have the option of either (i) taking such title as Seller can give, without abatement of the Purchase Price, or (ii) being repaid the Deposits and all other moneys paid on account by Buyer to Seller or the Agent (together with accrued interest, if any), and Buyer shall also be reimbursed for any Title Company and surveyor charges incurred and, if Buyer elects the option in Section 3(b)(ii), there shall be no further liability or obligation by either of the parties hereunder and this Agreement shall become null and void and of no force or effect (except for this Section 3), and all copies of this Agreement shall be returned to Seller for cancellation.

. Representations and Warranties .

Seller represents, warrants and covenants to and with the Buyer that: (a) there exists no notice of an uncorrected deed restriction or violation of the housing, building safety or fire ordinances which have been received by Seller; (b) no litigation or governmental proceeding is pending or, to the best of Seller’s knowledge, threatened against or involves the Property or Seller which might adversely affect the Property or the ability of Seller to perform its obligations under this Agreement; (c) the Property is not in a designated wet land, floodplain, or flood insurance area; (d) the Property does not contain any asbestos, ureaformaldehyde foamed-in-place insulation, polychlorinated biphenyl or any other hazardous, dangerous or toxic materials or other substances, the release or disposal of which is regulated by any law, regulation, code or ordinance, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and the Property has not been used for the production,

processing, burial, storage (including inground storage tanks), disposal or release of hazardous materials; (e) no assessments for public improvements have been made against the said Property which remain unpaid, and (f) Seller has no knowledge of, nor has it received any notification from any governmental agency or other institution concerning any pending public improvement or of the proposed exercise of, or offer to purchase under, the power of eminent domain relative to any part of the Property or requiring any alteration or other work thereon that has not been satisfactorily made. The foregoing representations shall survive the Settlement and the Seller shall indemnify and hold the Buyer harmless from any breach thereof, including attorney’s fees and costs, whether such breach is discovered or asserted before or after the Settlement.

Except as expressly stated in this Agreement including, without limitation, the representations and warranties set forth above, the Property is being purchased on an “AS-IS” and “WHERE-IS” basis and has been or will be inspected by Buyer or Buyer’s duly authorized agent.

. Settlement .

(a) Settlement shall be made on or before fifteen (15) days following the expiration of the Due Diligence Period (the “Settlement Date”) at 10:00 a.m. (prevailing time) at the office of the Title Company, unless Seller and Buyer agree in writing to a different time and place (the “Settlement”). The date and time of Settlement is hereby agreed to be of the essence of this Agreement.

(b) Realty taxes, water and sewer rentals, and any other items or charges which are properly apportionable under local law or custom shall be apportioned on a per diem basis pro rata as of the date of Settlement.

(c) State and local realty transfer taxes, if any, applicable to the sale set forth in this Agreement shall be equally divided and half of each paid by Seller and Buyer.

(d) Possession of the Property is to be delivered by executed Deed (defined below) and keys at the time of Settlement. Said Deed shall be prepared by Seller or Seller’s attorney or the Title Company and the acknowledgment and recording fees paid by Buyer. Except as otherwise set forth in this Agreement, Buyer and Seller shall each pay one-half of the Title Company charges and the Agent charges. A survey, if required or desired, is to be obtained by, and at the sole expense of, Buyer; provided, however, that if a survey of the Property is required by the Title Company in order to prepare a legal description of the Property that will satisfy the requirements of the recorder of deeds office in and for the county in which the Property is located, Seller shall pay for the cost of the survey. Seller shall submit to Buyer a copy of the Deed at least fifteen (15) days prior to the time fixed for Settlement. Buyer shall submit to Seller a duplicate copy of the title report issued by the Title Company insuring the title for Buyer and a copy of the survey, if ordered, at least fifteen (15) days prior to the time fixed for Settlement.

(e) Without limitation to other conditions set forth in this Agreement, and notwithstanding anything contained herein to the contrary, Buyer’s obligation to close hereunder is expressly contingent upon the satisfaction, or the express written waiver, of the following conditions:

(i) As of the Settlement, title to the Property shall be as required by Section 3 of this Agreement;

(ii) All representations and warranties made by Seller in this Agreement shall be true, complete and accurate in all material respects as of the Settlement Date;

(iii) Seller shall have performed, observed and complied with all agreements, covenants and obligations to be performed by Seller under this Agreement, including without limitation, the execution and/or delivery of all documents required to be executed and/or delivered by or on behalf of Seller hereunder;

(iv) The entire Property shall be zoned for industrial uses allowing the construction and operation of the Improvements which satisfies Buyer’s intended use thereof;

(v) Buyer shall have obtained all necessary permits, licenses and approvals for the purchase, construction and operation of the Improvements which satisfies Buyer’s intended use thereof;

(vi) [intentionally deleted]

(vii) Buyer’s satisfaction with the due diligence investigations contemplated in Section 20 below;

(viii) Buyer shall have received financing which is acceptable to Buyer in its discretion;

(ix) Buyer shall have received tax abatement, payment-in-lieu and other incentives from applicable government and quasi-governmental agencies as Buyer shall deem necessary or desirable in its discretion;

(x) Buyer shall have received approval to the transactions contemplated in this Agreement from its Board of Directors;

(xi) Buyer’s satisfaction with the Deed, Ti