exv10w1






Exhibit 10.1




AMENDMENT NO. 4 TO CREDIT AGREEMENT




     This Amendment No. 4 to Credit Agreement (this “Amendment”) dated as of October 31, 2008 (the
“Amendment No. 4 Effectiveness Date”) is made by and among STARBUCKS CORPORATION, a
Washington corporation (the “Borrower”), BANK OF AMERICA, N.A., a national banking association
organized and existing under the laws of the United States (“Bank of America”), in its capacity as
administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such
capacity, the “Administrative Agent”), and each of the Lenders under such Credit Agreement.



WITNESSETH:




     WHEREAS, the Borrower, Bank of America, as the Administrative Agent, Swing Line Lender and L/C
Issuer and the Lenders have entered into that certain Credit Agreement dated as of August 12, 2005
(as amended by Amendment No. 1 to Credit Agreement dated as of August 23, 2006, Amendment No. 2 to
Credit Agreement dated as of March 30, 2007, Amendment No. 3 to Credit Agreement dated as of August
6, 2007, as hereby amended and as from time to time hereafter further amended, modified,
supplemented, restated, or amended and restated, the “Credit Agreement” (and as so amended,
supplemented or modified prior to giving effect to this Amendment, the “Existing Credit
Agreement”); capitalized terms used in this Amendment not otherwise defined herein shall have the
respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made
available to the Borrower a multicurrency revolving credit facility, including a letter of credit
facility and a swing line facility; and



     WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that it desires to
amend certain provisions of the Credit Agreement, and the Administrative Agent and the Lenders
signatory hereto are willing to effect such amendment on the terms and conditions contained in this
Amendment;



     NOW, THEREFORE, in consideration of the premises and further valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:




	 	(a)	 	Section 1.01 is amended by replacing the pricing grid in the definition
of “Applicable Rate” with the following:




 









 











Applicable Rate




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Eurocurrency
	Pricing	 	Fixed Charge	 	Debt Ratings	 	Facility	 	Rate + Letters
	Level	 	Coverage Ratio	 	S&P/Moody's	 	Fee	 	of Credit
	I
	 	Greater than or
equal to 4.50x

	 	AA- / Aa3 or better
	 	 	0.04	%	 	 	0.21	%
	II
	 	Greater than or
equal to 4.00x but
less than 4.50x

	 	A+ / A1
	 	 	0.05	%	 	 	0.25	%
	III
	 	Greater than or
equal to 3.50x but
less than 4.00x

	 	A / A2
	 	 	0.06	%	 	 	0.29	%
	IV
	 	Greater than or
equal to 3.00x but
less than 3.50x

	 	A- / A3
	 	 	0.07	%	 	 	0.43	%
	V
	 	Less than 3.00x

	 	BBB+/ Baa1 or worse
	 	 	0.08	%	 	 	0.67	%







	 	(b)	 	Section 1.01 is amended by replacing the definition of “Operating Lease
and Rental Expense” with the following:






     “Operating Lease and Rental Expense” means, for any period, all
operating lease expense and all other rental expense incurred by the Company and its
Subsidiaries during such period but shall exclude lease termination expenses and
lease exit costs of up to $130,000,000 incurred during the period beginning on June
30, 2008 and ending on September 27, 2009.



     2. Conditions Precedent. The effectiveness of this Agreement and the amendments to
the Credit Agreement herein provided are subject to the satisfaction of the following conditions
precedent:




     (a) The Administrative Agent shall have received each of the following documents or
instruments in form and substance reasonably acceptable to the Administrative Agent:




     (i) the Administrative Agent shall have received five (5) original counterparts
of this Amendment, duly executed by the Borrower, the Administrative Agent and the
Required Lenders; and




     (ii) such other documents, instruments, opinions, certifications, undertakings,
further assurances and other matters as the Administrative Agent shall reasonably
require.




     (b) The Borrower shall have paid to each Lender that signs this Amendment on or before
2:00 P.M. on October 30, 2008, a fee in an amount equal to 0.05% times such Lender’s
Commitment, which fee shall be fully earned and due on the Amendment No. 4 Effectiveness
Date and shall be nonrefundable.



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     (c) All other fees and expenses payable to the Administrative Agent and the Lenders
(including the fees and expenses of counsel to the Administrative Agent) estimated to date
shall have been paid in full (without prejudice to final settling of accounts for such fees
and expenses).



     3. Representations and Warranties. In order to induce the Administrative Agent and
the Lenders to enter into this Amendment, the Borrower represents and warrants to the
Administrative Agent and the Lenders as follows:




     (a) Before and after giving effect to this Amendment, (A) the representations and
warranties contained in Article V and the other Loan Documents are true and correct
on and as of the date hereof, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that the representations and warranties contained in subsections
(a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the
most recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01 of the Credit Agreement, and (B) no Default exists; and




     (b) This Amendment has been duly authorized, executed and delivered by the Borrower and
constitutes a legal, valid and binding obligation of the Borrower, except as may be limited
by general principles of equity or by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors’ rights generally.



     4. Entire Agreement. This Amendment, together with all the Loan Documents
(collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the
parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and
agreements among the parties relating to such subject matter. No promise, condition,
representation or warranty, express or implied, not set forth in the Relevant Documents shall bind
any party hereto, and no such party has relied on any such promise, condition, representation or
warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in
the Relevant Documents, no representations, warranties or commitments, express or implied, have
been made by any party to the other in relation to the subject matter hereof or thereof. None of
the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or
otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.



     5. Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed
and ratified in all respects and shall be and remain in full force and effect according to their
respective terms.



     6. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon, and all
of which shall together constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy shall be effective as a manually
executed counterpart of this Amendment.



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     7. Governing Law. This Agreement shall in all respects be governed by, and construed
in accordance with, the laws of the State of New York applicable to contracts executed and to be
performed entirely within such State, and shall be further subject to the provisions of
Sections 10.14 and 10.15 of the Credit Agreement.



     8. Enforceability. Should any one or more of the provisions of this Amendment be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the parties hereto.



     9. References. All references in any of the Loan Documents to the “Credit Agreement”
shall mean the Credit Agreement, as amended hereby.



     10. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Borrower, the Administrative Agent and each of the Lenders, and their respective
successors, legal representatives, and assignees to the extent such assignees are permitted
assignees as provided in Section 10.06 of the Credit Agreement.



[Signature pages follow.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Credit Agreement to
be made, executed and delivered by their duly authorized officers as of the day and year first
above written.



	 	 	 	 	 
	 	STARBUCKS CORPORATION

 	 
	 	By:  	/s/ Richard Lautch
 	 
	 	 	Name:  	Richard Lautch 	 
	 	 	Title:  	VP, Treasurer	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as

Administrative Agent

 	 
	 	By:  	
/s/  Mollie S. Canup	 
	 	 	Name:  	Mollie S. Canup	 
	 	 	Title:  	Vice
President	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and

Swing Line Lender

 	 
	 	By:  	/s/
John H. Schmidt	 
	 	 	Name:  	John H. Schmidt 	 
	 	 	Title:  	Vice President 	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page




 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/
Deborah S. Watson	 
	 	 	Name:  	Deborah S. Watson	 
	 	 	Title:  	Senior Vice President	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page




 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	
/s/ Susan T. Gallagher	 
	 	 	Name:  	Susan T. Gallagher	 
	 	 	Title:  	Director	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page



 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH

 	 
	 	By:  	/s/
Heidi Sandquist
 	 
	 	 	Name:  	 Heidi
Sandquist	 
	 	 	Title:  	 Vice
President	 
	 
	 	 	 
	 	By:  	
 /s/ Ming K. Chu	 
	 	 	Name:  	 Ming
K. Chu	 
	 	 	Title:  	 Vice
President	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	
 /s/ Barry Bergman	 
	 	 	Name:  	 Barry
Bergman	 
	 	 	Title:  	 Managing
Director	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page





 









 








	 	 	 	 	 
	 	U.S BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Conan Schleicher
 	 
	 	 	Name:  	Conan Schleicher 	 
	 	 	Title:  	Vice President	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page




 









 








	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/
Diane Emanuel
 	 
	 	 	Name:  	Diane Emanuel 	 
	 	 	Title:  	Director	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page




 









 








	 	 	 	 	 
	 	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,

“RABOBANK INTERNATIONAL”, NEW YORK BRANCH

 	 
	 	By:  	/s/  Jana Dombrowski	 
	 	 	Name:  	Jana Dombrowski	 
	 	 	Title:  	Executive Director	 
	 





	 	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/  Rebecca O. Morrow	 
	 	 	Name:  	Rebecca O. Morrow	 
	 	 	Title:  	Executive Director	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page





 









 






	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD., NEW YORK BRANCH

 	 
	 	 	 
	 	By:  	/s/
Victor Pierzchalksi	 
	 	 	Name:  	Victor Pierzchalksi	 
	 	 	Title:  	Authorized
Signatory	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page



 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/
Richard L. Tavrow	 
	 	 	Name:  	Richard L. Tavrow	 
	 	 	Title:  	Director	 
	 
	 	 	 
	 	By:  	/s/
Mary E. Evans	 
	 	 	Name:  	Mary E. Evans	 
	 	 	Title:  	Associate
Director	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page




 









 








	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	By:  	
/s/ Mohan Mahimtura	 
	 	 	Name:  	Mohan Mahimtura	 
	 	 	Title:  	Vice
President	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page




 









 








	 	 	 	 	 
	 	SCOTIABANC INC.

 	 
	 	By:  	/s/
H.S. Thind
 	 
	 	 	Name:  	H.S. Thind	 
	 	 	Title:  	Director	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page




 









 








	 	 	 	 	 
	 	WILLIAM STREET COMMITMENT CORPORATION

 	 
	 	By:  	
/s/ Mark Walton 	 
	 	 	Name:  	Mark
Walton 	 
	 	 	Title:  	Assistant
Vice President 	 
	 



Starbucks Corporation

Amendment Agreement No. 4

Signature Page