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DEVELOPMENT AGREEMENT ADDENDUM
THIS DEVELOPMENT AGREEMENT ADDENDUM (the "Addendum") is entered into as
of April 16, 1998, between Starbucks Corporation ("Starbucks") and Host
International, Inc. ("Licensee").
RECITALS:
WHEREAS, Licensee and Starbucks are parties to that certain development
agreement dated March 1994, as amended (the "Development Agreement"); and
WHEREAS, the parties have developed numerous airport and other locations
pursuant to the Development Agreement; and
WHEREAS, the parties desire to amend the Development Agreement as
provided herein to apply to food and beverage operations and concessions
business at turnpikes, tollways and restricted access highways (the "Travel
Plaza Locations");
NOW THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:
1. Purpose. The parties mutually desire that the Development Agreement, which
currently applies to commercial airports, be extended to apply to Travel Plaza
Locations.
2. Applicability to Travel Plaza Locations. The parties hereby agree that all
references to airports in both the Development Agreement and the Starbucks
System License Agreement attached thereto are deemed to have been revised as of
the date first above written to apply to Travel Plaza Locations (except as
discussed immediately below in Section 3, or by implication).
3. EXCEPTIONS TO APPLICABILITY TO TRAVEL PLAZA LOCATIONS. Notwithstanding any
other provision of this Addendum, the parties mutually agree that the following
new subsection is hereby added to the end of Subsection 4(b) -
(vii) In the event that Licensee has presented to Starbucks a
specific site with a Travel Plaza Location, and Starbucks does
not accept such site within a Travel Plaza or Starbucks fails to
approve such site within thirty (30) days following receipt of
notice from Licensee, Licensee shall be free to develop such
site using any brand Licensee may elect to use for that site.
The failure of Starbucks to approve such initial site, however,
shall not in itself authorize Licensee to develop more than the
single site which Starbucks failed to authorize; therefore, in
the event that a second site is available for development by
Licensee at the same Travel Plaza where Starbucks failed to
authorize Licensee to develop, Licensee shall nevertheless
provide notice to Starbucks requesting authorization to develop
such second (but different) site, even though Starbucks
previously declined an initial site at such Travel Plaza
Location.
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. SITES NOT APPROVED BY STARBUCKS. In the event that Starbucks has not approved
a Travel Plaza Location requested by Licensee, Licensee agrees that it shall
either operate such site as- a Gourmet Bean or other in-house brand, or may
offer a specialty coffee from a concept which offers coffee only as a secondary
product (e.g., Ruby Moon which is offered by Cinnabon). Accordingly, Section
4(b) is amended by adding the following at the end thereof:
(vii) In addition to the above exceptions to protected
status (which shall also apply to Travel Plazas), the parties
agree that in the event Starbucks has not approved a Travel Plaza
Location requested by Licensee, Licensee shall either operate its
own branded coffee concept (currently "Gourmet Bean" which may
offer "Gourmet Bean" trademarked products under the "Gourmet
Bean" name), or may offer a specialty coffee from a concept which
does not offer coffee as its primary product (e.g., Ruby Moon
which is offered by Cinnabon).
5. ENTIRE AGREEMENT. Except as modified hereby, the Development Agreement
remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year written below their signature.
HOST INTERNATIONAL, INC.
BY: /s/ [SIGNATURE ILLEGIBLE]
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ITS: SR. VICE PRESIDENT
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STARBUCKS COOPERATION
BY: /s/ A.B. CRAIG
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ITS: Sr. V.P. Operations
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