Exhibit 10.14
 Execution Version




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TABLE OF CONTENTS
 PageSECTION 1. Definitions
    
    
    2SECTION 2. Agreement for Lease, License and Purchase Option Financing;
Covenant of Quiet Enjoyment
    
    
    19SECTION 3. Delivery and Acceptance of Assets
    
    
    20SECTION 4. Term
    
    
    20SECTION 5. End of Term Delivery of Assets
    
    
    20SECTION 6. Payments
    
    
    21SECTION 7. Net Lease and License
    
    
    21SECTION 8. Arabicas Title; Grant of Security Interest
    
    
    22SECTION 9. Use of Assets; Compliance with Laws
    
    
    22SECTION 10. Maintenance and Repair of the Equipment
    
    
    22SECTION 11. Replacement of Parts; Alterations; Modifications and
Additions
    
    
    23SECTION 12. Taxes.
    
    
    23SECTION 13. Assignment, Sublease, Sublicense or other Transfer
    
    
    25SECTION 14. Event of Loss; Obsolete and Worn Out Equipment
    
    
    26SECTION 15. Insurance
    
    
    27SECTION 16. Illegality
    
    
    27SECTION 17. General Indemnity
    
    
    27SECTION 18. Disclaimer
    
    
    29SECTION 19. Representations and Warranties
    
    
    29SECTION 20. Financial Covenants
    
    
    36SECTION 21. Affirmative Covenants
    
    
    36SECTION 22. Negative Covenants
    
    
    42SECTION 23. Events of Default
    
    
    46SECTION 24. Remedies Upon Default
    
    
    48SECTION 25. Arabicas Right to Perform for the Company
    
    
    49SECTION 26. Further Assurances
    
    
    49SECTION 27. Transaction Costs, Fees and Expenses
    
    
    49SECTION 28. Notices
    
    
    49SECTION 29. Call Option
    
    
    50SECTION 30. Put Option
    
    
    51SECTION 31. Arabica Agents, Nominees or Representatives
    
    
    51SECTION 32. Miscellaneous
    
    
    51SECTION 33. Payments, Set-Off and Subordination
    
    
    52SECTION 34. Waiver of Jury Trial
    
    
    52SECTION 35. Effect on Prior Agreement
    
    
    53
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Schedules1
    
    -
    
    Quarterly Dates1(i)
    
    -
    
    Financial Statements2(a)
    
    -
    
    Equipment and Intangible Assets3
    
    -
    
    Registration or Licensing Exceptions6(a)
    
    -
    
    Rent19(i)
    
    -
    
    Intellectual Property Exceptions19(o)
    
    -
    
    Capital Stock of Restricted Group19(p)
    
    -
    
    Environmental Exceptions19(r)(i)
    
    -
    
    UCC Filing Jurisdictions19(r)(ii)
    
    -
    
    Real Property; Leasehold Interests19(t)
    
    -
    
    Stores and Material Agreements19(u)(i)
    
    -
    
    Indebtedness to Remain Outstanding19(u)(ii)
    
    -
    
    Liens to Remain Outstanding22(g)(ii)
    
    -
    
    Existing Investments22(i)
    
    -
    
    Affiliate AgreementsExhibitsA
    
    -
    
    Form of Compliance CertificateB
    
    -
    
    Form of SupplementC
    
    -
    
    Form of Subsidiary Certificate
 ii




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LEASE AND LICENSE FINANCING
AND PURCHASE OPTION AGREEMENT
 Agreement Arabica Company
 2004 Asset Purchase Agreement
 2004
Agreement
  2004 Call Option Letter
 2004 Put Option Letter




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SECTION 1. Definitions
  Acquisition Cost
 Acquisition Target
 Acquisition Transaction
 Administrative Services Agreement
 Affiliate
 Applicable Margin
 Asset Purchase Agreement
 Assets
 Available Amount
 Bank Products
 - 2 -




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Base Rate
 Business Day provided
 Call Option
 Call Option Letter
 Capital Expenditures
 Capitalized Lease Obligations
 Capital Stock
 Cash Equivalents
 Change in Control
 - 3 -




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Exchange Act
     Code
 Coffeehouse Level EBITDA Margin Schedule 1(i)
 Coffeehouse Level Sales Schedule 1(i)
 Collateral
 Commencement Date
 Commonly Controlled Entity
 - 4 -




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Company Guarantee and Security Agreement
 Company Leasehold Mortgage
 Company Security Documents
 Compliance Certificate Exhibit A
 Consolidated EBITDA plus minus
 Consolidated EBITDAR
 Consolidated Financing Expense
 Consolidated Funded Indebtedness
 - 5 -




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Consolidated Net Income provided
 Consolidated Rental Expense
 Consolidated Senior Leverage Ratio Section 20(a)
 Continuing Directors
 Contractual Obligation
 Control Investment Affiliate
 Default Section 23
 - 6 -




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Disposition Dispose Disposed of
 Disqualified Stock provided however
   Dollars $
 Domestic Subsidiary
 Effective Date Schedule 2(a)
 Environmental Laws
 Equipment Schedule 2(a) Schedule 2(a)
 ERISA
 Eurocurrency Reserve Requirements
 - 7 -




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Eurodollar Base Rate
 Eurodollar Rate
 1.00  Eurocurrency Reserve Requirements
 Event of Default Section 23
 Event of Loss
 Federal Funds Effective Rate
 Final Rent Payment Date
 Foreign Subsidiary
 GAAP Section 20 Section 19(a)
 - 8 -




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Governmental Authority
 Guarantee Obligation guaranteeing person primary obligations primary obligor provided, however
 Guarantors
 Headquarters Building
 Headquarters Lease
 Hedging Agreement
 - 9 -




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Holdings
 Improvement Section 11
 Indebtedness Section 23(e)
 Indemnified Party Section 17(a)
 Independent Director
 - 10 -




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Insolvency Insolvent
 Intangible Assets Schedule 2(a)
 Intellectual Property
 Intellectual Property Security Agreement
 Late Payment Rate plus Section 23(a
 Lease/Purchase Documents
 Leasehold Security Document
 Lien
 Major Maintenance Section 10
 Margin Stock Section 19(k)
 Material Adverse Effect
 Materials of Environmental Concern
 - 11 -




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Mortgage Section 21(i)(ii)
 Multiemployer Plan
 Net Cash Proceeds
 New Store
 New Store Commitment
 New York UCC
 Non-Excluded Taxes Section 12(a)
 Obligations
 Ordinary Maintenance Section 10
 Organizational Documents
 - 12 -




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Other Taxes
 Parts
 PBGC
 Permitted Acquisition
 provided
     Section 20
  Permitted Liens
   - 13 -




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Section 22(a)(vi)
  provided
  Section 13
 Person
 Plan
 Pledged Stock
 Pre-Opening Expenses
 Projections Section 21(b)(iii)
  Properties  Section 19(p)(i)
 Put Option
 - 14 -




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Put Option Letter
 Qualified Investments
 Quarterly Dates Schedule 1
 Recovery Event
 Reference Amount provided provided further
 Reference Bank
 Reference Period
 Registered Holder Section 13(b)
 Regulation U
 Reinvestment Deferred Amount
 Reinvestment Event
 Reinvestment Notice
 - 15 -




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Rent Section 6 Schedule 6(a)
 Rent Payment Date
 Rent Period provided
     Rental Rate Section 1(b) Schedule 6(a)
 Reorganization
 Reportable Event
 Replacement Section 11
 Required Alteration Section 11
 Requirement of Law
 Responsible Officer
 Restricted Group
 - 16 -




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Restricted Payments provided, however bona fide
 SEC
 Single Employer Plan
 Solvent
 Specified Change of Control
 Specified Foreign Jurisdiction
 Store
 Subsidiary
 - 17 -




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Subsidiary Guarantor
 Supplement Section 2(b)
 Supplemental Agreement
 Supplemental Payments
 Swap Agreement
 Target EBITDA plus
 Tax Section 12
 Tax Matters Agreement
 Term Section 4
 Third Rent Component Section 1(c) Schedule 6(a)
 Third Rent Component Rate
 Total Purchase Price
 2004 Agreement
 2004 Call Option Letter
 - 18 -




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2004 Put Option Letter
 United States
 Wholly-Owned Subsidiary
 Wholly-Owned Subsidiary Guarantor 
 Section 1(a) Section 1(a)
   SECTION 2. Agreement for Lease, License and Purchase Option Financing; Covenant of
Quiet Enjoyment
 Schedule 2(a) Schedule 2(a)
 Exhibit B Supplement
 - 19 -




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SECTION 3. Delivery and Acceptance of Assets Schedule 3
 SECTION 4. Term Term Section
24 provided, however
 SECTION 5. End of Term Delivery of Assets Section 5
 - 20 -




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SECTION 6. Payments
 Section 6 Schedule 6(a) Schedule 6(a) Schedule 6(a)
 Section 6(b)
  SECTION 7. Net Lease and License
 - 21 -




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SECTION 8. Arabicas Title; Grant of Security Interest
  Section 8(a)
 SECTION 9. Use of Assets; Compliance with Laws Section 15 Section 15 Section 15
 SECTION 10. Maintenance and Repair of the Equipment
 Ordinary Maintenance
 - 22 -




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Major Maintenance
 SECTION 11. Replacement of Parts; Alterations; Modifications and Additions Required Alteration Sections 10 or 11 Replacement Improvement provided Section 11
 SECTION 12. Taxes
 Tax
 - 23 -




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Non-Excluded Taxes provided, however
   Non U.S. Person
  - 24 -




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provided
 Section 12 Section 12 provided
  SECTION 13. Assignment, Sublease, Sublicense or other Transfer.
 Assignment, Sublease, Sublicense or Other Transfer by the Company.
 - 25 -




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Section 13(a)
 Assignments By Arabica. Registered Holder Section 13(b)
 SECTION 14. Event of Loss; Obsolete and Worn Out Equipment
 Termination Upon Event of Loss. provided Section 14(b) provided, further, however
 Event of Loss Payments
 Application of Payments Not Relating to an Event of Loss
 - 26 -




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Sections 10 and 11
 SECTION 15. Insurance
 Coverage  Property Damage
 Coverage  Liability and Other.
 Insurance Policies
 SECTION 16. Illegality
 SECTION 17. General Indemnity
 Indemnified Party
 - 27 -




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Section 17 Section 17 Section 17
 - 28 -




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Section 17
 Section 17 Section 17 Section 17
 SECTION 18. Disclaimer provided, however
 SECTION 19. Representations and Warranties
 - 29 -




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Financial Condition
 No Change.
 Existence; Compliance with Law.
 Power; Authorization; Enforceable Obligations.
 - 30 -




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No Legal Bar
 Litigation.
 No Default
 Ownership of Property; Liens.
 Intellectual Property Schedule 19(i) Schedule 19(i) Schedule 19(i) Section 13
 Taxes.
 Federal Regulations.
 - 31 -




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Labor Matters
 ERISA.
 Investment Company Act; Other Regulations.
 Subsidiaries; Capital Stock
 Schedule 19(o) Schedule 19(o)
 Schedule 19(o)
 - 32 -




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Environmental Matters Schedule 19(p)
 Properties
 Business
      Accuracy of Information, etc
 - 33 -




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pro forma
 Company Security Documents, Real Property
 Schedule 19(r)(ii) Schedule 19(r)(i)
 Schedule 19(r)(ii)
 Solvency
 Stores; Material Agreements Schedule 19(t) Schedule 19(t) Schedule 19(t)
 Indebtedness Outstanding.
 - 34 -




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Schedule 19(u)(i)
 Schedule 19(u)(ii)
 Anti-Terrorism Laws.
 Anti-Terrorism Laws Executive Order
         - 35 -




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Use of Proceeds
 Regulation H
 SECTION 20. Financial Covenants
 Maximum Senior Leverage Ratio. Consolidated Senior Leverage Ratio
 Minimum Interest Coverage Ratio.
 Maximum Capital Expenditures minus
 New Store Commitments Section 21(a)(ii) less
 SECTION 21. Affirmative Covenants
 Financial Reporting
  - 36 -




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Certificates; Other Information.
 Section 21(a)
 Sections 21(a)(i) and 21(a)(ii) Section 21(i) provided however Section 21(b)(ii) Section 21(a)(ii)
  - 37 -




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Projections
       Payment of Obligations
 Maintenance of Existence; Compliance; Conduct of Business
 - 38 -




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Maintenance of Property; Insurance Sections 10, 11 and 15
 Inspection of Property; Books and Records; Discussions
 Notices
     - 39 -




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Section 21(g)
 Environmental Laws
   Additional Collateral, Etc
  - 40 -




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Mortgage
 Exhibit C
  Leasehold Security Documents
 - 41 -




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Accounting System Section 19(a)
 Further Assurance
 Use of Proceeds
 Accounts
 SECTION 22. Negative Covenants
 Indebtedness; Contingent Liabilities.
  - 42 -




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Section 22(a) Schedule 19(u)(i)
  Section 22(a)
  provided
 Liens Restrictive
Agreement
 Disposition of Assets,
 - 43 -




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Amendment to Organizational Documents
 Mergers; Consolidations; Issuance of Securities; Etc provided
 Restricted Payments
   Section 20 Section 21(a) Section 21(a)(ii)
 Investments, Loans and Acquisitions
 - 44 -




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Investments
  Schedule 22(g)(ii)
    Sale and Leaseback
 Transaction with Affiliates Section 22(a) Schedule 22(i)
 ERISA.
 Amendment of Certain Agreements
 Margin Stock
 - 45 -




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Negative Pledges, Etc
 SECTION 23. Events of Default Event of Default
 Sections 29 or 30
  Sections 21(b)(v), (vi), (vii) or (viii), 21(d), 21(e), 21(f) or 21(g) or Section 22 Sections 5.2 or 5.5 Section 21(a) or Sections 21(b)(i), (ii), (iii), (iv)
or (ix)
   - 46 -




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provided
     - 47 -




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SECTION 24. Remedies Upon Default
   - 48 -




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Section 24
 SECTION 25. Arabicas Right to Perform for the Company Section 6(b) provided, however
 SECTION 26. Further Assurances
 SECTION 27. Transaction Costs, Fees and Expenses Section 6(b)
 SECTION 28. Notices
 - 49 -




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SECTION 29. Call Option
 Company Call Option Section 29(a)
 Settlement Terms Section 29(a)
 Representations and Warranties of the Company
   provided
 - 50 -




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Survival Beyond Closing Section 29(b)(i)
 Seller
 Payment
 SECTION 30. Put Option
 SECTION 31. Arabica Agents, Nominees or Representatives
 SECTION 32. Miscellaneous
 - 51 -




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Section 13(a)
 SECTION 33. Payments, Set-Off and Subordination
    SECTION 34. Waiver of Jury Trial
 - 52 -




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SECTION 34
 SECTION 35. Effect on Prior Agreement
 - 53 -




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ARABICA FUNDING, INC.ByName:Title:Address
c/o Global Securitization Services, LLC
68 South Service Road, Suite 120
Melville, NY 11747

CARIBOU COFFEE COMPANY, INC.ByName:Title:Address
3900 Lakebreeze Avenue North
Brooklyn Center, MN 55429 - 54 -




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RENT
 SECTION 1. Rent Calculation Methodology
 (a)
    
    The Rent shall be paid in installments payable on each Rent Payment Date, each
of which shall be in an amount equal to the aggregate of (i) the Rental Rate (as
defined below) for the Rent Period ending on such Rent Payment Date, calculated in
accordance with Section 1(b), below, plus (ii) the Third Rent Component
computed in accordance with Section 1(c) below, plus (iii) the amount
of $100,000, plus (iv) the amount of $6,000, plus (v) on each Rent
Payment Date that occurs on the last day of the second fiscal quarter of the Company
only, the amount of $35,000, providedthat the Rent payable on the Final Rent Payment
Date shall equal the foregoing aggregate amount plus the unpaid Acquisition Cost.(b)
    
    The Rental Rate (the Rental Rate) payable on any Rent Payment Date shall be
an amount (determined by the Company) equal to the sum of:
 (i)
    
    the Primary Rate Component, which shall apply to Assets that
are subject to this Agreement on the first day of a Rent Period, and which
equals the product of (A) the aggregate unpaid Acquisition Cost of such Assets
multiplied by (B) the Eurodollar Rate applicable to such Rent Period
plus the Applicable Margin multiplied by (C) a fraction equal
to the number of days in such Rent Period divided by 360, plus(ii)
    
    the Additional Rate Component, which shall apply to Assets that
are added to this Agreement during such Rent Period pursuant to a Supplement,
and which equals the product of (A) the Acquisition Cost of such Assets
multiplied by (B) the Eurodollar Rate applicable to the period from the
date such Assets are added to this Agreement to the end of such Rent Period,
plus the Applicable Margin multiplied by (C) a fraction equal
to the number of days from the date such Assets are added to this Agreement to
the end of such Rent Period divided by 360. The Additional Rate Component
shall be computed for each group of Assets added to this Agreement during a
Rent Period.
 (c)
    
    The Third Rent Component referenced in Section 1(a)(ii) of this
Schedule shall be determined for each day during a Rent Period and shall equal the
product of (i) the Reference Amount on such day, multiplied by (ii) the Third Rent
Component Rate, multiplied by (iii) a fraction the numerator of which is one and the
denominator of which is 360.(d)
    
    Arabica and the Company agree that the amount set out in clause (iii) of
Section 1(a) of this Schedule represents the initial estimate of the cost that
will be incurred by Arabica during each Rent Period to obtain or cause to be obtained
property insurance for the Equipment and to perform or cause to be performed Major
Maintenance and Required Alterations for the Equipment. Arabica and the Company agree
that, except as otherwise provided in this Schedule 6(a), any change in any
component of the Rent, including such estimated cost, shall be subject to the written
agreement of Arabica and the Company, and




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that any such change shall apply only to Rent Periods commencing after the date of
such agreement.
 SECTION 2. Supplemental Payments
 SECTION 3. Method of Payment; Full Recourse Section 13 Schedule 6(a) Section 1(a)(iv)
 SECTION 4. Increased Costs
   (i)
    
    increase the cost to, or impose an additional cost on, Arabica
as a result of Arabica performing its obligations under the Agreement; and/or(ii)
    
    reduce the amount payable or the effective return to Arabica
pursuant to the Agreement; and/or(iii)
    
    reduce the rate of return of Arabica on its overall capital by
reason of a change in the manner in which it is required to allocate capital
resources to its obligations pursuant to the Agreement or the Supplemental
Agreement; and/or
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(iv)
    
    require Arabica to make a payment or forego a return on or
calculated by reference to any amount received or receivable by it under the
Agreement,
  Section 4
 SECTION 5. Payments Before End of Rent Period
 L =
    
    (R - T) x P x D360L =
    
    amount payable to ArabicaR =
    
    Rental Rate (excluding the Applicable Margin)T =
    
    effective interest rate per annum at which any readily marketable bondor other obligation of the United States, selected at Arabicas solediscretion, maturing on or near the last day of the then applicableRent Period and in approximately the same amount as such amount ofRent can be purchased by Arabica on the day of such payment of Rent prepaidP =
    
    the amount of Rent prepaidD =
    
    the number of days remaining in the Rent Period as of the date of suchpayment
 -3-




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SECTION 6. Funding Eurodollar Notice
 -4-