Amendment No. 1 to Amended and Restated Revolving Credit Agreement



 Exhibit 4.2 
 GREEN MOUNTAIN COFFEE ROASTERS, INC. 
 33 Coffee Lane 
 Waterbury, Vermont 05676 
 Dated as of: July 18, 2008 
 Bank of America, N.A., 
 as Administrative
Agent 
 100 Federal Street 
 Boston, Massachusetts 02110

 Attention: Christopher S. Allen, Senior Vice President 
 The
Lenders Signatory Hereto 
 Re: Amendment No. 1 to Amended and Restated Revolving Credit Agreement  
 Ladies and Gentlemen: 
 We refer to the Amended and Restated
Revolving Credit Agreement (the “Credit Agreement”), dated as of December 3, 2007, by and among Green Mountain Coffee Roasters, Inc. (the “Borrower”), Bank of America, N.A., as administrative agent (the
“Agent”) and lender, the other lenders party thereto (collectively, the “Lenders”), and Banc of America Securities, LLC, as Sole Lead Arranger and Sole Book Manager. All of the words and expressions used in this
letter of agreement (this “Amendment No. 1”) which are not defined herein, but which are defined in the Credit Agreement, shall have the same meanings herein as specified therefore in the Credit Agreement. 
 We have requested you to make certain amendments to the Credit Agreement. You have advised us that you are prepared and would be pleased to make the
amendments so requested by us on the condition that we join with you in this letter of agreement. 







 Accordingly, in consideration of these premises, the promises, mutual covenants and agreements contained
in this Amendment No. 1, and fully intending to be legally bound by this Amendment No. 1, we hereby agree with you as follows: 
 ARTICLE I 
 AMENDMENTS TO CREDIT AGREEMENT 
 Effective as of July 18, 2008 (herein the “Modification Date”), the Credit Agreement is amended as follows: 
 (a) Loan Documents. Each reference in any Loan Document to the Credit Agreement shall be deemed to mean and include this Amendment
No. 1. This Amendment No. 1 shall be deemed a Loan Document for all purposes under the Credit Agreement. 
 (b)
Obligations. The term “Obligations” shall, wherever used in the Credit Agreement or any of the other Loan Documents, be deemed to also mean and include all obligations of the Borrower to the Agent and the Lenders under or in respect
of this Amendment No. 1. 
 (c) Capital Expenditures. Section 6.12(d) of the Agreement is amended to read in
its entirety as follows: 
 “(d) Capital Expenditures. The Borrower Affiliated Group shall not spend or incur
obligations (including the total amount of any capital leases) to acquire fixed assets, in the aggregate, in any fiscal year identified below, in excess of the amount specified below opposite such fiscal year, plus up to $15,000,000 of the unused
amount available for Capital Expenditures under this Section 6.12(d) for the preceding fiscal year (determined on a first-in, first-out basis so that the unused amount carried forward is deemed to be utilized first): 
  

				
	 Period
	  	Amount
	 Fiscal Year 2008 and each fiscal year thereafter
	  	$	60,000,000”

  

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 ARTICLE II 
 CONDITIONS PRECEDENT 
 The obligation of the Agent and the Lenders to make the foregoing amendment to
the Credit Agreement is subject to the fulfillment of the following conditions precedent: 
 (a) The Borrower shall have executed and
delivered (or caused to be delivered) to the Agent originals of this Amendment No. 1, which shall be in form and substance satisfactory to the Agent; 
 (b) Each Lender who is a signatory to this Amendment shall have received an amendment fee from the Borrower in an amount equal to 5 basis points multiplied by such Lender’s Commitment amount; and 
 (c) The Agent and the Required Lenders shall have executed this Amendment No. 1. 
 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 The Borrower hereby represents and warrants to the Agent and the Lenders as follows: 
 (a) Representations in Loan Documents. Each of the representations and warranties made by the Loan Parties to you in any of the Loan Documents, as
amended by this Amendment No. 1, was true and correct when made and is true and correct on and as of the Modification Date (except to the extent that such representations and warranties relate expressly to an earlier date) with the same full
force and effect as if each of such representations and warranties had been made by the Loan Parties on the date hereof and in this Amendment No. 1. 
 (b) Defaults. No Default or Event of Default exists on the date hereof, both before and after giving effect hereto. 
 (c) Binding Effect of Documents. This Amendment No. 1 has been duly executed and delivered to you by the Borrower and is in full force and effect as of the effective date hereof, and the agreements and
obligations of the Borrower contained herein and therein constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms. 
  

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 ARTICLE IV 
 PROVISIONS OF GENERAL APPLICATION 
 (a) No Other Changes. Except as otherwise expressly
provided by this Amendment No. 1, all of the terms, conditions and provisions of the Credit Agreement and the other Loan Documents remain unaltered. The Credit Agreement and this Amendment No. 1 shall be read and construed as one
agreement. The making of the amendments in this Amendment No. 1 does not imply any obligation or agreement by the Agent to make any other amendment, waiver, modification or consent as to any matter on any subsequent occasion. 
 (b) Governing Law. This Amendment No. 1 is intended to take effect as a sealed instrument and shall be deemed to be a contract under the laws
of the Commonwealth of Massachusetts. This Amendment No. 1 and the rights and obligations of each of the parties hereto are contracts under the laws of the Commonwealth of Massachusetts and shall for all purposes be construed in accordance with
and governed by the laws of such Commonwealth (without regard to conflicts of law rules). 
 (c) Binding Effect; Assignment. This
Amendment No. 1 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 
 (d) Counterparts. This Amendment No. 1 may be executed in any number of counterparts, but all such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment No. 1, it shall not
be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. 
 (e) Conflict with Other
Agreements. If any of the terms of this Amendment No. 1 shall conflict in any respect with any of the terms of any of the Loan Documents, the terms of this Amendment No. 1 shall be controlling. 
  

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 If you are in agreement with the foregoing, please sign below and deliver a signed counterpart hereof to
the undersigned, whereupon this Amendment No. 1, as so accepted by you, shall become a binding agreement among you and the undersigned. 
  

			
	Very truly yours,
	
	 GREEN MOUNTAIN COFFEE ROASTERS, INC.

		
	By:	 	 /s/ Frances G. Rathke

	Name:	 	Frances G. Rathke
	Title:	 	Chief Financial Officer


  

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	ACCEPTED AND AGREED:	 	
		
	ADMINISTRATIVE AGENT:	 	
		
	BANK OF AMERICA, N.A.	 	
				
	By:	 	 /s/ Christopher S. Allen
	 		 	
	Name:	 	Christopher S. Allen	 		 	
	Title:	 	Senior Vice President	 		 	
			
	THE LENDERS:	 		 	
			
	BANK OF AMERICA, N.A.	 		 	
				
	By:	 	 /s/ Christopher S. Allen
	 		 	
	Name:	 	Christopher S. Allen	 		 	
	Title:	 	Senior Vice President	 		 	

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	SOVEREIGN BANK
		
	By:	 	 /s/ Angela Pecjo

	Name:	 	Angela Pecjo
	Title:	 	Vice President

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	TD BANKNORTH, N.A.
		
	By:	 	 /s/ Douglas S. Graham

	Name:	 	Douglas S. Graham
	Title:	 	Senior Vice President

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	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Martin J. Costello

	Name:	 	Martin J. Costello
	Title:	 	Vice President

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	BMO CAPITAL MARKETS FINANCING, INC.
		
	By:	 	 /s/ Tara Cuprisin

	Name:	 	Tara Cuprisin
	Title:	 	Vice President

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	 COOPERATIEVE CENTRALE RAIFFEISEN-
 BOERENLEENBANK B.A. “RABOBANK NEDERLAND”,
 NEW YORK BRANCH

		
	By:	 	 /s/ Claire Laury

	Name:	 	Claire Laury
	Title:	 	Executive Director
		
	By:	 	 /s/ Rebecca Morrow

	Name:	 	Rebecca Morrow
	Title:	 	Executive Director

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	BROWN BROTHERS HARRIMAN & CO.
		
	By:	 	 /s/ Amy Lyons

	Name:	 	Amy Lyons
	Title:	 	Senior Vice President

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	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Timothy Rudge

	Name:	 	Timothy Rudge
	Title:	 	Vice President

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	SUNTRUST BANK
		
	By:	 	 /s/ Gabe Bonfield

	Name:	 	Gabe Bonfield
	Title:	 	Vice President

  

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