Exhibit 10.15




---



##### 



TABLE OF CONTENTS
 PageSECTION 1.
    
    DEFINITIONS
    
    11.1
    
    Defined Terms
    
    11.2
    
    Other Definitional Provisions
    
    20SECTION 2.
    
    AMOUNT AND TERMS OF COMMITMENTS
    
    202.1
    
    Revolving Commitments
    
    202.2
    
    Procedure for Borrowing
    
    222.3
    
    Commitment Fees, etc.
    
    222.4
    
    Termination or Reduction of Revolving Commitments
    
    222.5
    
    Optional Prepayments
    
    222.6
    
    Mandatory Prepayments and Commitment Reductions
    
    232.7
    
    Continuation of Loans
    
    232.8
    
    Limitations on Eurodollar Tranches
    
    242.9
    
    Interest Rates and Payment Dates
    
    242.10
    
    Computation of Interest and Fees
    
    242.11
    
    Inability to Determine Interest Rate
    
    242.12
    
    Pro Rata Treatment and Payments
    
    252.13
    
    Requirements of Law
    
    262.14
    
    Taxes
    
    272.15
    
    Payments Before End of Interest Period
    
    292.16
    
    Change of Lending Office
    
    30SECTION 3.
    
    LETTERS OF CREDIT
    
    303.1
    
    L/C Commitment
    
    303.2
    
    Procedure for Issuance of Letter of Credit
    
    313.3
    
    Fees and Other Charges
    
    313.4
    
    L/C Participations
    
    313.5
    
    Reimbursement Obligation of the Borrower
    
    323.6
    
    Obligations Absolute
    
    323.7
    
    Letter of Credit Payments
    
    333.8
    
    Applications
    
    33SECTION 4.
    
    REPRESENTATIONS AND WARRANTIES
    
    334.1
    
    Financial Condition
    
    334.2
    
    No Change
    
    344.3
    
    Existence; Compliance with Law
    
    344.4
    
    Power; Authorization; Enforceable Obligations
    
    344.5
    
    No Legal Bar
    
    344.6
    
    Litigation
    
    354.7
    
    No Default
    
    354.8
    
    Ownership of Property; Liens
    
    354.9
    
    Intellectual Property
    
    354.10
    
    Taxes
    
    354.11
    
    Federal Regulations
    
    354.12
    
    Labor Matters
    
    364.13
    
    ERISA
    
    364.14
    
    Investment Company Act; Other Regulations
    
    364.15
    
    Subsidiaries; Capital Stock
    
    364.16
    
    Use of Proceeds
    
    374.17
    
    Environmental Matters
    
    37
 -i-




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##### 



TABLE OF CONTENTS
 Page4.18
    
    Accuracy of Information, etc.
    
    384.19
    
    Security Documents; Real Property
    
    384.20
    
    Solvency
    
    394.21
    
    Intentionally Omitted
    
    394.22
    
    Regulation H
    
    394.23
    
    Certain Documents
    
    394.24
    
    Stores; Material Agreements
    
    394.25
    
    Indebtedness Outstanding
    
    394.26
    
    Anti-Terrorism Laws
    
    394.27
    
    Special Purpose Entity
    
    40SECTION 5.
    
    CONDITIONS PRECEDENT
    
    435.1
    
    Conditions to Initial Extension of Credit
    
    435.2
    
    Conditions to Each Extension of Credit
    
    45SECTION 6.
    
    AFFIRMATIVE COVENANTS
    
    456.1
    
    Financial Statements
    
    456.2
    
    Certificates; Other Information
    
    466.3
    
    Payment of Obligations
    
    486.4
    
    Maintenance of Existence; Compliance; Conduct of Business
    
    486.5
    
    Maintenance of Property; Insurance
    
    486.6
    
    Inspection of Property; Books and Records; Discussions
    
    486.7
    
    Notices
    
    486.8
    
    Environmental Laws
    
    496.9
    
    Special Purpose Covenants
    
    496.10
    
    Additional Collateral, etc.
    
    496.11
    
    Lease/Purchase Documents
    
    516.12
    
    Leasehold Security Documents
    
    516.13
    
    Accounting System
    
    526.14
    
    Further Assurance
    
    526.15
    
    Accounts
    
    52SECTION 7.
    
    NEGATIVE COVENANTS
    
    527.1
    
    Financial Condition Covenants; New Stores
    
    527.2
    
    Indebtedness
    
    537.3
    
    Liens
    
    537.4
    
    Fundamental Changes
    
    537.5
    
    Issuance of Stock
    
    537.6
    
    Restricted Payments
    
    537.7
    
    Capital Expenditures
    
    547.8
    
    Investments
    
    547.9
    
    Intentionally Omitted
    
    547.10
    
    Transactions
    
    547.11
    
    ERISA
    
    547.12
    
    Amendment of Certain Agreements
    
    547.13
    
    Margin Stock
    
    547.14
    
    Negative Pledges, Etc.
    
    54SECTION 8.
    
    EVENTS OF DEFAULT
    
    54SECTION 9.
    
    THE ADMINISTRATIVE AGENT
    
    579.1
    
    Appointment
    
    57
 -ii-




---



##### 



TABLE OF CONTENTS
 Page9.2
    
    Delegation of Duties
    
    589.3
    
    Exculpatory Provisions
    
    589.4
    
    Reliance by Administrative Agent
    
    589.5
    
    Notice of Default
    
    599.6
    
    Non-Reliance on Agents and Other Lenders
    
    599.7
    
    Indemnification
    
    599.8
    
    Administrative Agent in Its Individual Capacity
    
    609.9
    
    Successor Administrative Agent
    
    609.10
    
    Administrative Agent May File Proofs of Claim
    
    609.11
    
    Other Agents; Arrangers and Managers
    
    61SECTION 10.
    
    MISCELLANEOUS
    
    6110.1
    
    Amendments and Waivers
    
    6110.2
    
    Notices
    
    6210.3
    
    No Waiver; Cumulative Remedies
    
    6410.4
    
    Survival of Representations and Warranties
    
    6410.5
    
    Payment of Expenses and Taxes
    
    6410.6
    
    Successors and Assigns; Participations and Assignments
    
    6510.7
    
    Adjustments; Set-off
    
    6810.8
    
    Counterparts
    
    6910.9
    
    Severability
    
    6910.10
    
    Integration
    
    6910.11
    
    Governing Law
    
    6910.12
    
    Submission To Jurisdiction; Waivers
    
    6910.13
    
    Acknowledgements
    
    7010.14
    
    Releases of Guarantees and Liens
    
    7010.15
    
    WAIVERS OF JURY TRIAL
    
    70
 -iii-




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##### 



SCHEDULES:1.1A
    
    Commitments1.1B
    
    Real Property1.1C
    
    Quarterly Dates4.4
    
    Consents, Authorizations, Filings and Notices4.9
    
    Intellectual Property4.15
    
    Subsidiaries4.17
    
    Environmental Matters4.19(a)
    
    UCC Filing Jurisdictions4.24
    
    Stores and Material Agreements4.25(a)
    
    Indebtedness to be Paid4.25(b)
    
    Liens to be Terminated4.25(c)
    
    Liens to Remain OutstandingEXHIBITS:1(a)
    
    Form of Asset Purchase Agreement1(b)
    
    Form of Master Lease1(c)
    
    Form of Supplemental Agreement1(d)
    
    Form of Put Option Letter1(e)
    
    Form of Call Option Letter1(f)
    
    Form of Tax Matters Agreement1(g)
    
    Form of Company Guarantee and Security Agreement1(h)
    
    Financial StatementsA
    
    Form of Borrower Security AgreementB
    
    Form of Collateral AssignmentC
    
    Form of Securities Pledge AgreementD
    
    Form of Compliance CertificateE
    
    Form of Closing CertificateF
    
    Form of Assignment and AssumptionG
    
    Forms of Legal Opinions of Dorsey & Whitney LLPH
    
    Form of Exemption Certificate
 -iv-




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##### 



Agreement Borrower Lenders
   Defined Terms
 Additional Commitment Request
 Additional Lender Supplement
 Administrative Agent
 Administrative Services Agreement
 Affiliate
 Agent Party
 Aggregate Exposure
 Aggregate Exposure Percentage
 Agreement
 Applicable Margin
 Application
 Approved Fund
 Arranger




---



##### 



Asset Purchase Agreement Exhibit 1(a)
 Asset Sale
 Assignee
 Assignment and Assumption Exhibit F
 Assignor
 Available Revolving Commitment over
 Bank Products
 Base Rate
 Base Rate Loan
 Benefitted Lender
 -2-




---



##### 



Board
 Borrower
 Borrower Security Agreement Exhibit A
 Borrowing Date
 Business
 Business Day provided
 Call Option Letter Exhibit 1(e)
 Capital Expenditures
 Capital Lease Obligations
 Capital Stock
 Cash Equivalents S&P Moodys
 -3-




---



##### 



Change in Control
  Exchange Act
   GSS
  CLO
 Closing Date
 Code
 -4-




---



##### 



Coffeehouse Level EBITDA Margin Exhibit 1(h)
 Coffeehouse Level Sales Exhibit 1(h)
 Collateral
 Collateral Assignment Exhibit B
 Commitment Fee Rate
 Commonly Controlled Entity
 Company
 Company Guarantee and Security Agreement Exhibit 1(g)
 Company Leasehold Mortgage
 Company Security Documents
 Compliance Certificate Exhibit D
 Conduit Lender provided provided further
 -5-




---



##### 



Consolidated EBITDA plus minus
 Consolidated EBITDAR
 Consolidated Funded Indebtedness
 Consolidated Interest Expense
 -6-




---



##### 



Consolidated Net Income provided
 Consolidated Rental Expense
 Consolidated Senior Leverage Ratio
 Continuing Directors
 Contractual Obligation
 Control Investment Affiliate
 Default
 Disposition Dispose Disposed of
 Disqualified Stock provided however
 -7-




---



##### 



Dollars $
 Domestic Subsidiary
 Environmental Laws
 ERISA
 Eurocurrency Reserve Requirements
 Eurodollar Base Rate
 Eurodollar Loans
 Eurodollar Rate
 Eurodollar Base Rate1.00  Eurocurrency Reserve Requirements
 -8-




---



##### 



Eurodollar Tranche
 Event of Default provided
 Facility
 Federal Funds Effective Rate
 Fee Payment Date
 Foreign Subsidiary
 Funding Office
 GAAP
 Governmental Authority
 -9-




---



##### 



Guarantee Obligation guaranteeing person primary
obligations primary obligor provided however
 Guarantors
 Headquarters Building
 Headquarters Lease
 Holdings
 Incremental Lender
 Indebtedness
 -10-




---



##### 



Indebtedness to be Paid
 Independent Director
 Insolvency Insolvent
 Intellectual Property
 Intellectual Property Security Agreement
 Interest Payment Date
 Interest Period provided
 -11-




---



##### 



Issuing Lender
 L/C Commitment
 L/C Obligations
 L/C Participants
 Lease/Purchase Documents
 Lease/Purchase Transactions
 Leasehold Mortgage Assignment
 Leasehold Security Document
 Lenders provided
 Letters of Credit
 Lien
 -12-




---



##### 



Liens to be Terminated
 Loan Documents
 Loans Revolving Loans
 Loan Parties
 Major Decision
 Master Lease Exhibit 1(b)
 Material Adverse Effect
 Materials of Environmental Concern
 Mortgage
 Multiemployer Plan
 Net Cash Proceeds
 -13-




---



##### 



New Lender
 New Store
 New Store Commitment
 Non-Excluded Taxes
 Non-U.S. Lender
 Notes
 Obligations
 Original Credit Facilities
 -14-




---



##### 



Other Taxes
 Participant
 PBGC
 Permitted Acquisition
 Permitted Liens
        -15-




---



##### 



Person
 Plan
 Pledged Stock
 Pre-Opening Expenses
 Projections
 Properties
 Put Option Letter Exhibit 1(d)
 Quarterly Dates Schedule 1.1C
 Recovery Event
 Reference Lender
 Reference Period
 Register
 Regulation U
 Reimbursement Obligation
 -16-




---



##### 



Reinvestment Deferred Amount
 Reinvestment Event
 Reinvestment Notice
 Reinvestment Prepayment Amount
 Reinvestment Prepayment Date
 Reorganization
 Reportable Event
 Required Lenders
 Requirement of Law
 Responsible Officer
 Restricted Group
 Revolving Commitment Schedule 1.1A
 -17-




---



##### 



Revolving Commitment Period
 Revolving Extensions of Credit
 Revolving Percentage provided
 Revolving Termination Date
 SEC
 Securities Pledge Agreement Exhibit C
 Securities Pledgor
 Security Documents
 Single Employer Plan
 Solvent
 -18-




---



##### 



Specified Change of Control
 Specified Foreign Jurisdiction
 Store
 Subsidiary
 Subsidiary Guarantor
 Supplemental Agreement Exhibit 1(c)
 Swap Agreement
 Tax
 Tax Matters Agreement Exhibit 1(f)
 Total Revolving Commitments
 Total Revolving Extensions of Credit
 Transaction Documents
 -19-




---



##### 



Transferee
 Type
 United States
 Wells Fargo
 Wholly Owned Subsidiary
 Wholly Owned Subsidiary Guarantor
 Other Definitional Provisions
     Revolving Commitments Loans Revolving
Loans
 -20-




---



##### 



New Lender Proposed Lender Additional Commitment Request provided Additional Lender Supplement
 Incremental Lender provided
 -21-




---



##### 



Procedure for Borrowing provided pro rata
 Commitment Fees, etc
  Termination or Reduction of Revolving Commitments provided
 Optional Prepayments provided
 -22-




---



##### 



Mandatory Prepayments and Commitment Reductions
 provided
  first second
 Continuation of Loans provided provided further
 -23-




---



##### 



Limitations on Eurodollar Tranches
 Interest Rates and Payment Dates
  plus
 provided
 Computation of Interest and Fees
  Inability to Determine Interest Rate
   -24-




---



##### 



Pro Rata Treatment and Payments pro rata
 pro rata
 Borrower Account
 -25-




---



##### 



pro rata
 Requirements of Law
   -26-




---



##### 



Taxes
 -27-




---



##### 



Tax Non-Excluded Taxes provided however
   Non-U.S. Lender Exhibit H
 -28-




---



##### 



provided
 provided
  Payments Before End of Interest Period
 -29-




---



##### 



L =
    
    
    (R  T) x P x D360L =
    
    
    amount payable to the Administrative Agent for the account
of the LendersR =
    
    
    interest rate on such Loan (excluding the Applicable Margin)T =
    
    
    effective interest rate per annum at which any readily
marketable bond or other obligation of the United States,
selected at the Administrative Agents sole discretion,
maturing on or near the last day of the then applicable
Interest Period and in approximately the same amount as such
Loan can be purchased by the Lenders on the day of such payment
of principal or failure to borrow, continue or convertP =
    
    
    the amount of principal prepaid or the amount of the
requested LoanD =
    
    
    the number of days remaining in the Interest Period as of
the date of such payment or the number of days of the requested
Interest Period
  Change of Lending Office provided provided further
  L/C Commitment Letters of Credit provided provided
 -30-




---



##### 



Procedure for Issuance of Letter of Credit
 Fees and Other Charges
  L/C Participations
 -31-




---



##### 



pro rata pro rata provided however
 Reimbursement Obligation of the Borrower
 Obligations Absolute
 -32-




---



##### 



Letter of Credit Payments
 Applications
   Financial Condition
 -33-




---



##### 



No Change
 Existence; Compliance with Law
 Power; Authorization; Enforceable Obligations Schedule
4.4
 No Legal Bar
 Litigation
 -34-




---



##### 



No Default
 Ownership of Property; Liens
 Intellectual Property Schedule 4.9 Schedule 4.9 Schedule 4.9
 Taxes
 Federal Regulations
 Labor Matters
 -35-




---



##### 



ERISA
 Investment Company Act; Other Regulations
 Subsidiaries; Capital Stock
 Schedule 4.15 Schedule
4.15
 Schedule 4.15
 Use of Proceeds
 -36-




---



##### 



Environmental Matters Schedule 4.17
 Properties
 Business
      Accuracy of Information, etc pro forma
 -37-




---



##### 



Security Documents; Real Property Schedule 4.19(a) Schedule 4.19(a)
 Schedule 4.19(a) Schedule 4.19(a)
 Schedule 1.1B
 Solvency
 Intentionally Omitted
 -38-




---



##### 



Regulation H
 Certain Documents
 Stores; Material Agreements Schedule 4.24 Schedule 4.24 Schedule 4.24
 Indebtedness Outstanding
 Schedule 4.25(a) Indebtedness to Be Paid
 Schedule 4.25(b) Liens to be Terminated
 Schedule 4.25(c)
 Anti-Terrorism Laws
 Anti-Terrorism Laws Executive Order
  -39-




---



##### 



Special Purpose Entity
     -40-




---



##### 



-41-




---



##### 



Conditions to Initial Extension of Credit
 Credit Agreement; Loan Documents
 -42-




---



##### 



Schedule 1.1A
 Lease/Purchase Documents; Indebtedness to be Paid
   Equity Arrangements
 Financial Statements
 Approvals
 Lien Searches
 Fees
 Closing Certificate; Certified Certificate of Incorporation; Good Standing
Certificates Exhibit E
 -43-




---



##### 



Legal Opinions
 Exhibit
G
   Pledged Stock; Stock Powers; Pledged Notes
 Filings, Registrations and Recordings
 Solvency Certificate
 Insurance
 Headquarters Lease
 Conditions to Each Extension of Credit
 -44-




---



##### 



Representations and Warranties
 No Default
 Lease/Purchase Documents
 Other Documents
    Financial Statements
   -45-




---



##### 



Certificates; Other Information
  provided however
that
 -46-




---



##### 



Projections
       Payment of Obligations
 -47-




---



##### 



Maintenance of Existence; Compliance; Conduct of Business
 Maintenance of Property; Insurance
 Inspection of Property; Books and Records; Discussions
 Notices
     -48-




---



##### 



Environmental Laws
  Special Purpose Covenants
 Additional Collateral, etc
 -49-




---



##### 



Mortgage
 Exhibit E
 -50-




---



##### 



Lease/Purchase Documents
 Leasehold Security Documents
 Accounting System
 Further Assurance
 -51-




---



##### 



Accounts
   Financial Condition Covenants; New Stores
 Maximum Senior Leverage Ratio Consolidated Senior
Leverage Ratio
 Minimum Interest Coverage Ratio
 Maximum Capital Expenditures
  minus
 Minimum Rental Payments
 -52-




---



##### 



New Store Commitments Section 6.1(b) less
 Indebtedness
 Liens Restrictive Agreement
 Fundamental Changes
 Issuance of Stock
 Restricted Payments
 Capital Expenditures
 Investments
 -53-




---



##### 



Investments
 Intentionally Omitted
 Transactions
 ERISA
 Amendment of Certain Agreements
 Margin Stock
 Negative Pledges, Etc
     -54-




---



##### 



provided
  -55-




---



##### 



-56-




---



##### 



Appointment
 -57-




---



##### 



Delegation of Duties
 Exculpatory Provisions Agent Parties
 Reliance by Administrative Agent
   -58-




---



##### 



Notice of Default provided
 Non-Reliance on Agents and Other Lenders
 Indemnification provided
 -59-




---



##### 



however
 Administrative Agent in Its Individual Capacity
 Successor Administrative Agent
 Administrative Agent May File Proofs of Claim
  -60-




---



##### 



Other Agents; Arrangers and Managers
  Amendments and Waivers provided however
  -61-




---



##### 



Notices
 Borrower:
    
    Arabica Funding, Inc.c/o Global Securitization Services, LLC68 South Service Road, Suite 120Melville, NY 11747Attention: Mr. Bernard J. AngeloTelecopy: (212) 302-8767Telephone: (631) 930-7202with a copy (which shall not constitute notice) toCaribou Coffee Company, Inc.3900 Lakebreeze Avenue NorthBrooklyn Center, MN 55429
 -62-




---



##### 



Attention: Timothy Hennessy, Chief Financial OfficerTelecopy: (612) 359-2730Telephone: (763) 592-2222andCaribou Coffee Company, Inc.3900 Lakebreeze Avenue NorthBrooklyn Center, MN 55429Attention: Dan Lee, General CounselTelecopy: (612) 359-2730Telephone: (763) 592-2456with a copy (which shall not constitute notice) to:Dorsey & Whitney LLP50 South Sixth Street, Suite 1500Minneapolis, MN 55402Attention: Elizabeth Buckingham, Esq.Telecopy: (612) 340-8856Telephone: (612) 343-2178Administrative Agent:For borrowing and
    
    Wells Fargo Bank, N.A., as Administrative Agentprepayment notices:
    
    5938 Priestly Drive, Suite 200Carlsbad, CA 92008Attention: Luis VictorioTelecopy: (760) 918-2727Telephone: (760) 918-2700For all other notices:
    
    Wells Fargo Bank, N.A., as Administrative AgentLoan Administration5938 Priestly Drive, Suite 200Carlsbad, CA 92008Attention: Henry Li, Relationship ManagerTelecopy: (760) 918-2727Telephone: (760) 918-2700with a copy (which shall not constitute notice) to:Susan E. Siebert, Esq.Edwards Angell Palmer & Dodge LLP111 Huntington AvenueBoston, MA 02199Telecopy: (617) 227-4420Telephone: (617) 951-2220
 provided
 -63-




---



##### 



provided provided
 No Waiver; Cumulative Remedies
 Survival of Representations and Warranties
 Payment of Expenses and Taxes Indemnitee
 -64-




---



##### 



Indemnified Liabilities provided
 Successors and Assigns; Participations and Assignments
  provided
 provided
   -65-




---



##### 



provided
   provided
  Approved Fund
 CLO
  -66-




---



##### 



Register
  Participant
   -67-




---



##### 



provided
 Adjustments; Set-off Benefitted
Lender provided however
 provided
 Counterparts
 -68-




---



##### 



Severability
 Integration
 Governing Law
 Submission To Jurisdiction; Waivers
      Acknowledgements
  -69-




---



##### 



Releases of Guarantees and Liens
  WAIVERS OF JURY TRIAL THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
 ****Signature Page Follows****
 -70-




---



##### 



ARABICA FUNDING, INC.By:Name:Title:WELLS FARGO BANK, N.A., 
as Administrative Agent and as a LenderBy:Name:Title: