13TH Amendment of Fleet Credit Facility

THIRTEENTH AMENDMENT AGREEMENT

This Thirteenth Amendment Agreement ("Amendment Agreement") is dated as of this 17th day of September, 2001, by and between GREEN MOUNTAIN COFFEE ROASTERS, INC., a Vermont corporation with a principal place of business at 33 Coffee Lane, Waterbury, Vermont, 05676 (the "Borrower"), GREEN MOUNTAIN COFFEE ROASTERS FRANCHISING CORPORATION., a Delaware corporation (the "Subsidiary"), and FLEET NATIONAL BANK (successor by merger to FLEET BANK - NH), a national bank organized under the laws of the United States with a place of business at 1155 Elm Street, Manchester, New Hampshire, 03101 (the "Bank").


WITNESSETH:

WHEREAS, the Bank and the Borrower entered into a Seventh Amendment and First Restatement of the Commercial Loan Agreement dated April 12, 1996 and have executed certain documents and instruments in connection therewith, as amended (the Loan Agreement and all of the foregoing, as amended, are herinafter referred to collectively as the "Loan Documents");

WHEREAS, pursuant to the Loan Agreement, the Bank has extended to the Borrower certain credit facilities including a revolving line of credit loan up to the maximum principal amount of Fifteen Million Dollars ($15,000,000) (the "Revolving Line of Credit Loan");

WHEREAS, the parties desire to amend the Loan Agreement and Loan Documents to (i) amend the financial covenants and (ii) amend the Loan Documents in certain other respects.

NOW, THEREFORE, in consideration of the foregoing and mutual covenants and agreements therein contained, the receipt and adequacy of which are hereby acknowledged, the parties covenant, stipulate and agree as follows:

Representation and Warranties Of The Borrower And The Subsidiary. The Borrower and the Subsidiary represent and warrant to the Bank as follows:

Except as modified by this Agreement, the representations and warranties of the Borrower and the Subsidiary made in the Loan Documents remain true and accurate and are hereby reaffirmed as of the date hereof.

The Borrower and the Subsidiary have performed, in all material respects, all obligations to be performed by each of them to date under the Loan Document and no event of default exists thereunder.

The Borrower is a corporation duly organized, qualified and existing in good standing under the laws of the State of Vermont. The Borrower is a corporation duly organized and validly existing, in good standing, under the laws of the jurisdiction of the respective organization.

The execution, delivery, and performance of this Amendment Agreement and the documents relating hereto (the "Amendment Documents") are within the power of the Borrower and are not in contravention of law, the Borrower's Articles of Incorporation, By-Laws, formation agreement, or the terms of any other documents, agreements, or undertaking to which the Borrower is a party or by which the Borrower is bound. No approval of any person, corporation, governmental body, or other entity not provided herewith is a prerequisite to the execution, delivery, and performance by the Borrower of the Amendment Documents or any of the documents submitted to the Bank in connection with the Amendment Documents or upon execution by the Bank to ensure the validity of enforceability thereof.

When executed on behalf of the Borrower and the Subsidiary, the Amendment Documents will constitute a legally ...