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EXHIBIT 10.1




SECOND AMENDMENT TO MASTER LICENSE AGREEMENT

BETWEEN CARIBOU COFFEE COMPANY, INC. AND ARABIAN COFFEE

FZCO




     This Second Amendment to Master License Agreement (the “Second MLA Amendment”) is entered into
and made effective as of 24th June, 2011 (“Effective Date,” regardless of the dates of the parties’
signatures) by and between CARIBOU COFFEE COMPANY, INC., a Minnesota, U.S.A. corporation
(“CARIBOU”), and ARABIAN COFFEE FZCO, a Jebel Ali Free Zone company (“ACC”).



     1. Background. (a) On June 23, 2004 and November 10, 2004, CARIBOU signed a Master
License Agreement (the “MLA”) with Al Sayer Enterprises for General Contracting for Building Co.
(Naser Mohamed Al Sayer & Partners), a Kuwait limited liability organization (“Al Sayer”), pursuant
to which CARIBOU granted to Al Sayer the right to construct, open, and operate, and to grant
sublicenses to others to construct, open, and operate, CARIBOU COFFEE® Coffeehouses (the
“Coffeehouses”) within a Development Area encompassing the countries of Bahrain, Egypt, Iraq,
Jordan, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia, Turkey, United Arab Emirates, and Yemen. On
November 17, 2005, pursuant to a formal Assignment and Assumption Agreement executed by the
parties, Al Sayer assigned to ACC, with CARIBOU’S prior written consent, the MLA and all
of Al Sayer’s rights and obligations under the MLA, and ACC accepted the assignment and assumed and
agreed to be bound by all of Al Saver’s obligations under the MLA. Concurrently with signing the
Assignment and Assumption Agreement, Al Sayer signed a Guaranty and Assumption of Obligations under
which Al Sayer. among other things, guaranteed ACC’s performance, and agreed to remain responsible
for the performance of all obligations, under the MLA. On November 1, 2006, CARIBOU and ACC
formally amended the MLA to reflect certain business changes to which they had agreed relating to
development of the CARIBOU COFFEE® brand under the MLA in the countries comprising the Development
Area (the “First MLA Amendment”). [References to the MLA in this Second MLA Amendment are to the
MLA, as amended by the First MLA Amendment.]



     (b) CARIBOU and ACC have discussed making additional changes to the MLA to expand ACC’s
development rights with respect to the CARIBOU COFFEE® brand within the Development Area and now
wish to reflect those changes in this Second MLA Amendment. This Second MLA Amendment is annexed to
and intended to form part of and modify the MLA. Except as expressly provided in this Second MLA
Amendment, the MLA (as amended by the First MLA Amendment) remains in full force and effect as
originally written. If there is any inconsistency between the MLA (as amended by the First MLA
Amendment) and this Second MLA Amendment, this Second MLA Amendment’s terms will govern. All terms
used but not defined in this Second MLA Amendment will have the meanings set forth in the MLA.



     2. Definition of “Development Term”. The definition of “Development Term” in Section 2
of the MLA is amended to read as follows:




	 	 	“Development Term” — the period during which MASTER LICENSEE is authorized to
establish Coffeehouses directly or through Affiliates under




 









 












License Agreements and to grant Sublicenses under Sublicense Agreements, which
period will commence on the Effective Date and expire, unless sooner terminated according
to this Agreement’s terms, on December 31, 2021.



     3. Development Quota. Exhibit A of the MLA, which identifies the Development Quota that ACC
must satisfy during specific Development Periods during the Development Term, is amended to read as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cumulative	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Number of	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Coffeehouses	 
	 	 	 	 	 	 	 	 	 	 	Coffeehouses	 	 	to be Open	 
	 	 	Date	 	 	 	 	 	 	to be Opened	 	 	and Operating	 
	 	 	Development	 	 	Date	 	 	During	 	 	in the	 
	Development	 	Period	 	 	Development	 	 	Development	 	 	Development	 
	Period	 	Commences	 	 	Period Ends	 	 	Period	 	 	Area	 
	First (1st)
	 	January 1, 2005	 	December 31, 2005	 	 	1	 	 	 	1	 
	Second (2nd)
	 	January 1, 2006	 	December 31, 2006	 	 	15	 	 	 	16	 
	Third (3rd)
	 	January 1, 2007	 	December 31, 2007	 	 	15	 	 	 	31	 
	Fourth (4th)
	 	January 1, 2008	 	December 31, 2008	 	 	20	 	 	 	51	 
	Fifth (5th)
	 	January 1, 2009	 	December 31, 2009	 	 	20	 	 	 	71	 
	Sixth (6th)
	 	January 1, 2010	 	December 31, 2010	 	 	13	 	 	 	84	 
	Seventh (7th)
	 	January 1, 2011	 	December 31, 2011	 	 	20	 	 	 	104	 
	Eighth (8th)
	 	January 1, 2012	 	December 31, 2012	 	 	44	 	 	 	148	 
	Ninth (9th)
	 	January 1, 2013	 	December 31, 2013	 	 	32	 	 	 	180	 
	Tenth (10th)
	 	January 1, 2014	 	December 31, 2014	 	 	31	 	 	 	211	 
	Eleventh (11th)
	 	January 1, 2015	 	December 31, 2015	 	 	26	 	 	 	237	 
	Twelfth (12th)
	 	January 1, 2016	 	December 31, 2016 	 	 	26	 	 	 	263	 
	Thirteenth (13th)
	 	January 1, 2017	 	December 31, 2017	 	 	21	 	 	 	284	 
	Fourteenth (14th)
	 	January 1, 2018	 	December 31, 2018	 	 	21	 	 	 	305	 
	Fifteenth (15th)
	 	January 1, 2019	 	December 31, 2019	 	 	18	 	 	 	323	 
	Sixteenth (16th)
	 	January 1, 2020	 	December 31, 2020	 	 	15	 	 	 	338	 
	Seventeenth (17th)
	 	January 1, 2021	 	December 31, 2021	 	 	12	 	 	 	350	 






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     4. (a) Initial Rental Payments for Rights to Territory. Section 7.A.(2) of
the MLA is amended to read as follows:




     (2) One Million Two Hundred Fifty Thousand Dollars
($1,250,000) in a lump sum upon signing this Agreement as partial
payment for the initial rental payments due to LICENSOR for each of
the first two hundred fifty (250) CARIBOU COFFEE Coffeehouses
scheduled for development in the Development Area during the
Development Term.



     (b) Initial Rental Payments for Licenses and Sublicenses. Section 7.B. of the MLA
is amended to read as follows:




     In addition to the initial rental payments specified in
Section 7.A. above, and subject to the three (3) exceptions
provided below in this Section 7.B., MASTER LICENSEE shall pay
LICENSOR:




(1) a Twenty Thousand Dollar ($20,000) initial rental payment for
each of the first one hundred (100) CARIBOU COFFEE Coffeehouses in
the Development Area for which a License Agreement is signed;




(2) a Fifteen Thousand Dollar ($15,000) initial rental payment for
each of the one hundred and first (101st) through two hundred
fiftieth (250th) CARIBOU COFFEE Coffeehouses in the Development
Area for which a License Agreement is signed;




(3) a Fifteen Thousand Dollar ($15,000) initial rental payment for
each of the two hundred fifty-first (251st) and subsequent CARIBOU
COFFEE Coffeehouses in the Development Area for which a License
Agreement is signed;




(4) a Ten Thousand Dollar ($10,000) initial rental payment for each
CARIBOU COFFEE Coffeehouse in the Development Area for which a
Sublicense Agreement is signed (between MASTER LICENSEE and a party
that is not an Affiliate of MASTER LICENSEE), if that CARIBOU
COFFEE Coffeehouse is one of the first two hundred fifty (250)
CARIBOU COFFEE Coffeehouses in the Development Area for which a
License Agreement or Sublicense Agreement is signed; and




(5) a Ten Thousand Dollar ($10,000) initial rental payment for each
CARIBOU COFFEE Coffeehouse in the Development Area for which a
Sublicense Agreement is signed (between MASTER LICENSEE and a party
that is not an Affiliate of MASTER LICENSEE), if that CARIBOU
COFFEE Coffeehouse is one of the two hundred fifty-first (251st)
and subsequent CARIBOU COFFEE Coffeehouses in the Development Area
for which a License Agreement or Sublicense Agreement is signed.



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The three (3) exceptions to the initial rental payments specified above are that: (i) the
initial rental payment that MASTER LICENSEE must pay for each CARIBOU COFFEE Coffeehouse
Kiosk in the Development Area, if that CARIBOU COFFEE Coffeehouse Kiosk is one of the first
two hundred fifty (250) CARIBOU COFFEE Coffeehouses in the Development Area for which a
License Agreement is signed, shall be Ten Thousand Dollars ($10,000), (ii) the initial
rental payment that MASTER LICENSEE must pay for each CARIBOU COFFEE Coffeehouse Kiosk in
the Development Area, if that CARIBOU COFFEE Coffeehouse Kiosk is one of the two hundred
fifty-first (251st) or subsequent CARIBOU COFFEE Coffeehouses in the Development Area for
which a License Agreement is signed, shall be Ten Thousand Dollars ($10,000), and (iii) the
initial rental payment that MASTER LICENSEE must pay for a second or subsequent CARIBOU
COFFEE Coffeehouse for which a License Agreement is signed and that is developed and
intended to be operated at the same location at which another CARIBOU COFFEE Coffeehouse
already operates (for example, two CARIBOU COFFEE Coffeehouses in the same mall) shall be
Ten Thousand Dollars ($10,000).




Five Thousand Dollars ($5,000) of the initial rental payment paid under Section 7.A.(2)
above shall be applied as a credit against each initial rental payment due for each of the
first two hundred fifty (250) CARIBOU COFFEE Coffeehouses in the Development Area for which
a License Agreement or Sublicense Agreement is signed.




After the Five Thousand Dollar ($5,000) credits referenced in the preceding paragraph have
been applied against the initial rental payments due for each of the first two hundred
fifty (250) CARIBOU COFFEE Coffeehouses in the Development Area for which a License
Agreement or Sublicense Agreement is signed, MASTER LICENSEE must pay LICENSOR without
credit the full initial rental payment, as applicable in the circumstances described above,
for each CARIBOU COFFEE Coffeehouse in the Development Area for which additional License
Agreements or Sublicense Agreements are signed. This paragraph recognizes that, during the
Development Term and because of closures and other circumstances, MASTER LICENSEE
necessarily will sign more than two hundred fifty (250) License Agreements and Sublicense
Agreements in order to satisfy the Development Quota with respect to the first two hundred
fifty (250) CARIBOU COFFEE Coffeehouses that must be open and operating in the Development
Area and that, with the two hundred fiftieth (250th) License Agreement and/or Sublicense
Agreement signed, MASTER LICENSEE will have used and exhausted all previously-paid
deposits. Beginning with the two hundred fifty-first (251st) cumulative License Agreement
or Sublicense Agreement signed, and in connection with all subsequent License Agreements
and Sublicense Agreements signed, MASTER LICENSEE must pay LICENSOR the full initial rental
payment due for the CARIBOU COFFEE Coffeehouses covered by such License Agreements and
Sublicense Agreements, without any further credit. Previous credits may not be re-applied.



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If MASTER LICENSEE or its Affiliate signs a License Agreement for a
Coffeehouse, the required payment is due when it signs the License Agreement. However, if a
Sublicense Agreement is signed for a Coffeehouse, the required payment is due within
fifteen (15) days after the Sublicensee signs the Sublicense Agreement, whether or not the
Sublicensee makes any payment to MASTER LICENSEE. These rental payments are nonrefundable
and fully earned by LICENSOR upon payment. [The rental payments specified above will be
treated as license fee payments for United States tax and accounting purposes.]



     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment on the dates of
their signatures below, to be effective as of the Effective



	 	 	 	 	 	 	 

	CARIBOU COFFEE COMPANY, INC., a	 	ARABIAN COFFEE FZCO,  a Jebel Ali Free
	Minnesota, U.S.A. corporation	 	Zone company
	 
	 	 	 	 	 	 
	By:

	/s/ Daniel Humile	By: 	/s/ Sayer Badre Al Sayer
	 

	 
	 	 	 
	 

	Daniel Humile
	 	 	Sayer Badre Al Sayer
	Title:  Senior Vice President, Retail
	 	Title:  Executive Director
	 
	 	 	 	 	 	 
	Date:

	 	6/24/11
	 	Date:
	 	24/06/2011












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