EX-10.2







	 	 	 	 	 



Exhibit 10.2




Execution Version




AMENDMENT NO. 5 TO CREDIT AGREEMENT





     This
Amendment No. 5 to Credit Agreement (this “Amendment” ) dated as of June 8, 2009 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 signatory hereto.



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, Amendment No. 4 to Credit Agreement dated as of October 31, 2008, as hereby amended and as
from time to time hereafter further amended, modified, supplemented, restated, or amended and
restated, the “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 to clarify the intent of the parties with respect
to Amendment No. 4, 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 definition of
“Consolidated EBITDA” with the following:
	 
	 	 	 	     “Consolidated EBITDA” means, for any period, for the Company and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus (a) the following to the extent deducted in
calculating such Consolidated Net Income: (i) Consolidated Interest Charges for
such period, (ii) the provision for Federal, state, local and foreign income taxes
payable by the Company and its Subsidiaries for such period, (iii) depreciation and
amortization expense, (iv) other expenses of the Company and its Subsidiaries
reducing such




 









 












	 	 	 	Consolidated Net Income which do not represent a cash item in such period or any
future period and (v) up to $130,000,000 in the aggregate for lease termination
expenses and lease exit costs (whether accounted for as restructuring costs, lease
expense or otherwise) incurred during the period beginning June 30, 2008 and ending
September 27, 2009 and minus (b) the following to the extent included in
calculating such Consolidated Net Income: (i) Federal, state, local and foreign
income tax credits of the Company and its Subsidiaries for such period and (ii)
non-recurring gains increasing Consolidated Net Income (or reducing net loss) which
do not represent cash items for such period or any future period.





     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)	 	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,




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	 	 	 	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. Consolidated Fixed Charge Coverage Ratio Calculations. The parties hereto
acknowledge and agree that the definition of Consolidated EBITDA, as amended by Section
l(a) of this Amendment, shall be used in calculating the Consolidated Fixed Charge Coverage Ratio

for prior fiscal quarters, as well as prospectively.



     5. 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.



     6. 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.



     7. 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, facsimile or other electronic
transmission (including .PDF) shall be effective as delivery of a manually executed
counterpart of this Amendment.



     8. 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.



     9. 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.



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



     11. 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



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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. 5 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. 5

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	 	BANK OF AMERICA, N.A., as 

Administrative Agent

 	 
	 	By:  	/s/ Don B. Pinzon
 	 
	 	 	Name:  	Don B. Pinzon 	 
	 	 	Title:  	Vice President 	 
	 



Starbucks Corporation

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	 	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. 5

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	 	WELLS FARGO BANK, N.A.

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



Starbucks Corporation

Amendment Agreement No. 5

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	 	WACHOVIA BANK, NATIONAL

ASSOCIATION

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



Starbucks Corporation

Amendment Agreement No. 5

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	 	DEUTSCHE BANK AG NEW YORK BRANCH

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






Starbucks Corporation

Amendment Agreement No. 5

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	 	JPMORGAN CHASE BANK, N.A.

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



Starbucks Corporation

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	 	U.S BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Conan Schleicher
 	 
	 	 	Conan Schleicher 	 
	 	 	Vice President 	 
	 



Starbucks Corporation

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	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/
Patrik G. Nome
 	 
	 	 	Name:  	Patrik G. Nome 	 
	 	 	Title:  	Director 	 
	 



Starbucks Corporation

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	 	COOPERATIEVE CENTRALE RAIFFEISEN-

BOERENLEENBANK B.A., “RABOBANK

INTERNATIONAL”, NEW YORK BRANCH

 	 
	 	By:  	/s/
Steven Casajola
 	 
	 	 	Name:  	/s/ Steven Casajola 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	          /s/ Rebecca O. Morrow
 	 
	 	 	Name:  	Rebecca O. Morrow   	 
	 	 	Title:  	Executive Director 	 
	 



Starbucks Corporation

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	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 

NEW YORK BRANCH

 	 
	 	By:  	/s/ Victor Pierzchalski
 	 
	 	 	Name:  	Victor Pierzchalski 	 
	 	 	Tile:  	Authorized Signatory 	 
	 



Starbucks Corporation

Amendment Agreement No. 5

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	 	UBS AG, STAMFORD BRANCH

 	 
	 	By:  	/s/ Marie A. Haddad
 	 
	 	 	Name:  	Marie A. Haddad  	 
	 	 	Title:  	Associate Director
 Banking Products
Services, US 	 
	 	 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title: 	Associate Director
 Banking Products
Services, US 	 
	 



Starbucks Corporation

Amendment Agreement No. 5

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	 	HSBC BANK USA, NATIONAL 

ASSOCIATION

 	 
	 	By:  	/s/ James P. Kelly
 	 
	 	 	Name:  	James P. Kelly   	 
	 	 	Title:  	Managing Director 	 
	 



Starbucks
Corporation

Amendment Agreement No. 5

Signature Page




 









 








	 	 	 	 	 
	 	SCOTIABANC INC.

 	 
	 	By:  	/s/ J.F. Todd
 	 
	 	 	Name:  	J.F. Todd 	 
	 	 	Title:  	Managing Director 	 
	 



Starbucks
Corporation

Amendment Agreement No. 5

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	 	WILLIAM STREET COMMITMENT 

CORPORATION

 	 
	 	By:  	/s/ Andrew Caditz
 	 
	 	 	Name:  	Andrew Caditz              	 
	 	 	Title:  	Authorized Signatory 	 
	 



Starbucks
Corporation

Amendment Agreement No. 5

Signature Page