AMENDMENT NO. 4 TO CREDIT AGREEMENT

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/Xxxxx'x		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/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	VP, Treasurer

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	BANK OF AMERICA, N.A., as Administrative Agent
	By:	/s/  Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		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/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Vice President

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	XXXXX FARGO BANK, N.A.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	WACHOVIA BANK, NATIONAL ASSOCIATION
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxx
		Title:	Director

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	DEUTSCHE BANK AG NEW YORK BRANCH
	By:	/s/ Xxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxxxxx
		Title:	Vice President
	By:	/s/ Xxxx X. Xxx
		Name:	Xxxx X. Xxx
		Title:	Vice President

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Managing Director

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	U.S BANK NATIONAL ASSOCIATION
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Vice President

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	THE BANK OF NOVA SCOTIA
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Director

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH
	By:	/s/  Xxxx Xxxxxxxxxx
		Name:	Xxxx Xxxxxxxxxx
		Title:	Executive Director

	By:	/s/  Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Executive Director

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
	By:	/s/ Xxxxxx Pierzchalksi
		Name:	Xxxxxx Pierzchalksi
		Title:	Authorized Signatory

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	UBS LOAN FINANCE LLC
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Director
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Associate Director

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	HSBC BANK USA, NATIONAL ASSOCIATION
	By:	/s/ Xxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxxxxx
		Title:	Vice President

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	SCOTIABANC INC.
	By:	/s/ X.X. Xxxxx
		Name:	X.X. Xxxxx
		Title:	Director

Starbucks Corporation
Amendment Agreement No. 4
Signature Page

	XXXXXXX STREET COMMITMENT CORPORATION
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Assistant Vice President

Starbucks Corporation
Amendment Agreement No. 4
Signature Page