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Starbucks Corp – ‘10-K’ for 9/29/13 – ‘EX-10.23’

On: Monday, 11/18/13, at 4:44pm ET · For: 9/29/13 · Accession #: 829224-13-44 · File #: 0-20322

  As Of               Filer                 Filing    For·On·As Docs:Size

11/18/13  Starbucks Corp                    10-K        9/29/13  112:17M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.27M 
 2: EX-10.17    Material Contract                                   HTML     75K 
 3: EX-10.23    Material Contract                                   HTML     94K 
 4: EX-10.29    Material Contract                                   HTML     76K 
 5: EX-10.30    Material Contract                                   HTML     88K 
 6: EX-10.32    Material Contract                                   HTML     80K 
 8: EX-21       Subsidiaries List                                   HTML     53K 
 9: EX-23       Consent of Experts or Counsel                       HTML     33K 
 7: EX-12       Statement re: Computation of Ratios                 HTML     48K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     39K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     39K 
12: EX-32       Certification -- §906 - SOA'02                      HTML     35K 
107: R1          Document And Entity Information                     HTML     60K  
69: R2          Consolidated Statements Of Earnings                 HTML    112K 
65: R3          Consolidated Statements of Comprehensive Income     HTML     79K 
25: R4          Consolidated Balance Sheets                         HTML    139K 
67: R5          Consolidated Balance Sheets (Parenthetical)         HTML     44K 
49: R6          Consolidated Statements Of Cash Flows               HTML    151K 
90: R7          Consolidated Statements Of Equity                   HTML     93K 
50: R8          Consolidated Statements of Equity (Parenthetical)   HTML     36K 
53: R9          Summary Of Significant Accounting Policies          HTML    121K 
26: R10         Acquisition                                         HTML     78K 
51: R11         Derivative Financial Instruments                    HTML    105K 
89: R12         Fair Value Measurements                             HTML    186K 
82: R13         Inventories                                         HTML     47K 
66: R14         Equity and Cost Investments                         HTML     67K 
103: R15         Supplemental Balance Sheet Information              HTML     59K  
87: R16         Other Intangible Assets and Goodwill                HTML    119K 
22: R17         Debt                                                HTML     49K 
30: R18         Leases                                              HTML     54K 
101: R19         Shareholders' Equity                                HTML     82K  
106: R20         Employee Stock and Benefit Plans                    HTML    119K  
109: R21         Income Taxes (Notes)                                HTML    181K  
105: R22         Earnings Per Share                                  HTML     53K  
74: R23         Commitments And Contingencies (Notes)               HTML     44K 
27: R24         Segment Reporting                                   HTML    189K 
48: R25         Summary of Significant Accounting Policies          HTML    190K 
                (Policies)                                                       
37: R26         Summary Of Significant Accounting Policies          HTML     58K 
                (Tables)                                                         
36: R27         Acquisitions (Tables)                               HTML     54K 
55: R28         Derivative Financial Instruments (Tables)           HTML     90K 
73: R29         Fair Value Measurements (Tables)                    HTML    169K 
85: R30         Inventories (Tables)                                HTML     43K 
42: R31         Equity and Cost Investments (Tables)                HTML     60K 
56: R32         Supplemental Balance Sheet Information (Tables)     HTML     61K 
95: R33         Other Intangible Assets and Goodwill (Tables)       HTML    120K 
39: R34         Leases (Tables)                                     HTML     52K 
80: R35         Shareholders' Equity (Tables)                       HTML     75K 
81: R36         Employee Stock and Benefit Plans (Tables)           HTML    109K 
58: R37         Income Taxes (Tables)                               HTML    183K 
35: R38         Earnings Per Share (Tables)                         HTML     49K 
79: R39         Segment Reporting (Tables)                          HTML    186K 
40: R40         Summary Of Significant Accounting Policies          HTML     70K 
                (Narrative) (Details)                                            
54: R41         Summary of Significant Accounting Policies          HTML     65K 
                (Condensed Consolidated Statement Of Earnings,                   
                Adjusted For Reclassification Of Certain Shared                  
                Service Expenses) (Details)                                      
86: R42         Acquisition (Narrative) (Details)                   HTML    100K 
46: R43         Acquisitions (Allocation of Purchase Price to Fair  HTML     61K 
                Value of Assets Acquired and Liabilities Assumed)                
                (Details)                                                        
75: R44         Acquisitions (Impact on Shareholder’s Equity of     HTML     42K 
                Acquisition of Minority Interest Holder) (Details)               
64: R45         Derivative Financial Instruments (Narrative)        HTML     62K 
                (Details)                                                        
38: R46         Derivative Financial Instruments (Pretax Effect Of  HTML     41K 
                Derivative Instruments On Earnings And Other                     
                Comprehensive Income) (Details)                                  
93: R47         Derivative Financial Instruments (Pretax Effect of  HTML     37K 
                Derivative Contracts Not Designated as Hedging                   
                Instruments on Earnings) (Details)                               
32: R48         Derivative Financial Instruments (Notional Amounts  HTML     33K 
                of Outstanding Derivative Contracts) (Details)                   
41: R49         Fair Value Measurements (Narrative) (Details)       HTML     62K 
63: R50         Fair Value Measurements (Assets And Liabilities     HTML    115K 
                Measured At Fair Value On A Recurring Basis)                     
                (Details)                                                        
70: R51         Inventories (Narrative) (Details)                   HTML     34K 
92: R52         Inventories (Components of Inventory) (Details)     HTML     43K 
23: R53         Equity and Cost Investments (Narrative) (Details)   HTML     72K 
77: R54         Equity and Cost Investments (Equity and Cost        HTML     40K 
                Investments) (Details)                                           
60: R55         Equity and Cost Investments (Financial Position of  HTML     48K 
                Equity Method Investments) (Details)                             
29: R56         Equity and Cost Investments (Results of Operations  HTML     41K 
                of Equity Method Investments) (Details)                          
34: R57         Supplemental Balance Sheet Information (Narrative)  HTML     37K 
                (Details)                                                        
68: R58         Supplemental Balance Sheet Information (Property,   HTML     57K 
                Plant And Equipment, Net) (Details)                              
99: R59         Supplemental Balance Sheet Information (Schedule    HTML     49K 
                Of Accrued Liabilities) (Details)                                
111: R60         Other Intangible Assets and Goodwill (Narrative)    HTML     50K  
                (Details)                                                        
110: R61         Other Intangible Assets and Goodwill (Other         HTML     45K  
                Intangible Assets) (Details)                                     
83: R62         Other Intangible Assets and Goodwill (Changes In    HTML     67K 
                Carrying Amount Of Goodwill By Reportable                        
                Operating Segment) (Details)                                     
45: R63         Debt (Narrative) (Details)                          HTML     83K 
43: R64         Leases (Narrative) (Details)                        HTML     33K 
78: R65         Leases (Rental Expense Under Operating Lease        HTML     42K 
                Agreements) (Details)                                            
98: R66         Leases (Minimum Future Rental Payments Under        HTML     50K 
                Non-Cancelable Operating Leases) (Details)                       
28: R67         Shareholders' Equity (Narrative) (Details)          HTML     50K 
104: R68         Shareholders' Equity (Share Repurchase Activity)    HTML     39K  
                (Details)                                                        
47: R69         Shareholders' Equity (Dividends Declared)           HTML     46K 
                (Details)                                                        
59: R70         Shareholders' Equity (Components Of Accumulated     HTML     46K 
                Other Comprehensive Income, Net Of Tax) (Details)                
57: R71         Employee Stock and Benefit Plans (Narrative)        HTML     74K 
                (Details)                                                        
44: R72         Employee Stock and Benefit Plans (Stock-Based       HTML     43K 
                Compensation Expense Recognized In Consolidated                  
                Statement Of Earnings) (Details)                                 
52: R73         Employee Stock and Benefit Plans (Employee Stock    HTML     48K 
                Options Granted During the Period, Valuation                     
                Assumptions) (Details)                                           
88: R74         Employee Stock and Benefit Plans (Stock Option      HTML     87K 
                Transactions) (Details)                                          
72: R75         Employee Stock and Benefit Plans (RSU               HTML     62K 
                Transactions) (Details)                                          
20: R76         Income Taxes (Narrative) (Details)                  HTML     48K 
76: R77         Income Taxes (Components of Earnings Before Income  HTML     52K 
                Taxes) (Details)                                                 
21: R78         Income Taxes (Provision for Income Taxes)           HTML     99K 
                (Details)                                                        
71: R79         Income Taxes (Reconciliation of the Statutory US    HTML     96K 
                Federal Income Tax Rate With Our Effective Income                
                Tax Rate) (Details)                                              
33: R80         Income Taxes (Tax Effect of Temporary Differences   HTML    103K 
                and Carryforwards That Comprise Significant                      
                Portions of Deferred Tax Assets and Liabilities)                 
                (Details)                                                        
96: R81         Income Taxes (Summary of Activity Related to        HTML     49K 
                Unrecognized Tax Benefits) (Details)                             
94: R82         Earnings Per Share (Narrative) (Details)            HTML     35K 
100: R83         Earnings Per Share (Calculation Of Net Earnings     HTML     54K  
                Per Common Share ("EPS") - Basic And Diluted)                    
                (Details)                                                        
108: R84         Commitments And Contingencies (Narrative)           HTML     50K  
                (Details)                                                        
112: R85         Segment Reporting (Narrative) (Details)             HTML     57K  
19: R86         Segment Reporting (Consolidated Revenue Mix By      HTML     41K 
                Product Type) (Details)                                          
31: R87         Segment Reporting (Net Revenues From External       HTML     34K 
                Customers By Geographic Area) (Details)                          
97: R88         Segment Reporting (Long Lived Assets By Geographic  HTML     33K 
                Area) (Details)                                                  
84: R89         Segment Reporting (Financial Information For        HTML     61K 
                Reportable Operating Segments And All Other                      
                Segments) (Details)                                              
91: R90         Segment Reporting (Reconciliation of Total Segment  HTML     41K 
                Operating Income to Consolidated Earnings Before                 
                Income Taxes) (Details)                                          
62: XML         IDEA XML File -- Filing Summary                      XML    166K 
24: EXCEL       IDEA Workbook of Financial Reports                  XLSX    318K 
61: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.45M 
13: EX-101.INS  XBRL Instance -- sbux-20130929                       XML   3.83M 
15: EX-101.CAL  XBRL Calculations -- sbux-20130929_cal               XML    367K 
16: EX-101.DEF  XBRL Definitions -- sbux-20130929_def                XML    736K 
17: EX-101.LAB  XBRL Labels -- sbux-20130929_lab                     XML   2.30M 
18: EX-101.PRE  XBRL Presentations -- sbux-20130929_pre              XML   1.30M 
14: EX-101.SCH  XBRL Schema -- sbux-20130929                         XSD    233K 
102: ZIP         XBRL Zipped Folder -- 0000829224-13-000044-xbrl      Zip    352K

‘EX-10.23’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

SBUX - 9.29.2013 - Exhibit 10.23

Exhibit 10.23

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 15, 2013 is made by and among STARBUCKS CORPORATION, a Washington corporation (the “Company”), BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as administrative agent for the Lenders (defined below) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Credit Agreement as defined below.

W I T N E S S E T H:

WHEREAS, the Company, Bank of America, as Administrative Agent, Swing Line Lender and L/C Issuer, and the lenders from time to time party thereto (collectively, the “Lenders”) have entered into that certain Credit Agreement dated as of February 5, 2013 (as hereby amended and as from time to time hereafter further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”), pursuant to which the Lenders have made available to the Company a multicurrency revolving credit facility, including a letter of credit facility and a swing line facility; and

WHEREAS, the Company 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 amendments 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)	The definition of “Consolidated EBITDA” in Section 1.01 is deleted in its entirety and the following is inserted in lieu thereof:

“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 excluding any tax credits for such period, (iii) depreciation and amortization expense, (iv) fees, charges, reserves, costs or expenses related to litigation, restructuring, severance activities, discontinued operations, casualty events and financing, acquisition or divestiture activities; provided, that the total cash amount of such items shall not exceed $250,000,000in the aggregate, (v) commencing with the fiscal quarter ending September 29, 2013 and through and

\52335065.1

including all fiscal quarters ending on or before December 31, 2014, fees, charges, reserves, costs or expenses related to the Kraft Matter; provided, that the total cash amount of such items shall not exceed $2,900,000,000 in the aggregate, and (vi) other expenses of the Company and its Subsidiaries reducing such Consolidated Net Income that do not represent a cash item in such period or any future period 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) that do not represent cash items for such period or any future period.


(b)	Section 1.01 is amended by inserting the following new definition in the appropriate alphabetical location:

“Kraft Matter” means that certain matter involving Kraft Foods Global, Inc. and/or Mondelez International, Inc. that is discussed in Schedule 5.06 and in Part II, Item 1. - “Legal Proceedings” of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2012 and in Footnote 9 to the Consolidated Financial Statements of the Company filed therewith.


(c)	Section 5.06 is deleted in its entirety and the following is inserted in lieu thereof:

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company after reasonable due and diligent investigation, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.


(d)	Section 8.01(h) is deleted in its entirety and the following is inserted in lieu thereof:

(h) Judgments. There is entered against the Company or any Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding $100,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) (other than with respect to the Kraft Matter, in which event, such final judgment or order is for the payment of money in an aggregate amount exceeding $2,900,000,000), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten consecutive days during which a stay of enforcement of such judgment, by reason of a pending

\52335065.1

appeal or otherwise, is not in effect; or


(e)	Exhibit E to the Credit Agreement is hereby amended by deleting it in its entirety and inserting Exhibit E attached hereto in lieu thereof.

2.Conditions Precedent. The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent (the first date on which such conditions have been satisfied, the “Amendment Effective Date”):


(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)	one or more counterparts of this Amendment, duly executed by the Company, 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; and


(b)	unless waived by the Administrative Agent, all fees and expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) in connection with this Amendment 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 Company represents and warrants to the Administrative Agent and the Lenders as follows:

(a)

After giving effect to this Amendment, (i) the representations and warranties contained in Article V of the Credit Agreement and in each other Loan Document 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 (ii) no Default exists.


(b)	Since the date of the Audited Financial Statements, no act, event, condition or circumstance has occurred or arisen which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.


(c)	This Amendment has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, except as may

\52335065.1

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.

Entire Agreement. This Amendment constitutes a Loan Document and, together with all other 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 any other party 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.

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 imaging means (e.g., “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of this Amendment.


7.	Governing Law. This Amendment 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 Company, 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.]

\52335065.1

IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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: vice president and treasurer

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

BANK OF AMERICA, N.A., as

Administrative Agent

By: /s/ Ronaldo Naval

Name: Ronaldo Naval

Title: Vice President

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

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

By: /s/ Sabrina Hassan

Name: Sabrina Hassan

Title: Vice President

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

WELLS FARGO BANK, N.A.

By: /s/ Susan T. Gallagher

Name: Susan T. Gallagher

Title: Managing Director

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

CITIBANK, N.A.

By: /s/ Robert J. Kane

Name: Robert J. Kane

Title: Managing Director & VP

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

GOLDMAN SACHS BANK USA

By: /s/ Michelle Latzoni

Name: Michelle Latzoni

Title: Authorized Signatory

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Mark D. Rodgers

Name: Mark D. Rodgers

Title: Vice President

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

THE BANK OF NOVA SCOTIA

By: /s/ Christopher Usas

Name: Christopher Usas

Title: Director

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

JPMORGAN CHASE BANK, N.A.

By: /s/ Tony Wong

Name: Tony Wong

Title: Vice President

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

MORGAN STANLEY BANK, N.A.

By: /s/ Brendan MacBride

Name: Brendan MacBride

Title: Authorized Signatory

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD.

By: /s/ Christine Howatt

Name: Christine Howatt

Title: Authorized Signatory

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

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HSBC BANK USA, NATIONAL ASSOCIATION

By: /s/ Jason Fuqua

Name: Jason Fuqua

Title: Vice President

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

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

By: /s/ Gillian Dickson

Name: Gillian Dickson

Title: Executive Director

By: /s/ Matthew Gregg

Name: Matthew Gregg

Title: Vice President

Starbucks Corporation

Amendment Agreement No. 1

Signature Page

\52335065

EXHIBIT E

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: _______________, 20__

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of February 5, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Starbucks Corporation, a Washington corporation (the “Company”), from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _____________________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. The Company has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered by such financial statements.

3. A review of the activities of the Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents, and

E-1

Form of Compliance Certificate

\52335065.1

[select one:]

[to the best knowledge of the undersigned during such fiscal period, the Company performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

--or--

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of the Company contained in Article V of the Agreement and in each other Loan Document or in any document furnished at any time under or in connection with the 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 for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

5. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _______________, 20__.

STARBUCKS CORPORATION

By: __________________________________

Name: ________________________________

Title: _________________________________

E-2

Form of Compliance Certificate

\52335065.1

For the Quarter/Year ended ___________________(“Statement Date”)

SCHEDULE 2

to the Compliance Certificate

($ in 000’s)


I.	Section 7.06 - Consolidated Fixed Charge Coverage Ratio.



A.	Consolidated EBITDA for four consecutive fiscal quarters ending on above date ("Subject Period"):
	1.	Consolidated Net Income for Subject Period:	$______________
	2.	Consolidated Interest Charges for Subject Period:	$______________
	3.	Provision for income taxes (excluding tax credits) for Subject Period:	$______________
	4.	Depreciation expenses for Subject Period:	$______________
	5.	Amortization expenses for Subject Period:	$______________
	6.	Fee, charges, reserves, costs or expenses related to litigation, restructuring, severance activities, discontinued operations, casualty events and financing, acquisition or divestiture activities:	$______________
	7.	Fees, charges, reserves, costs or expenses related to the Kraft Matter:	$______________
	8.	Non-cash reductions of Consolidated Net Income for Subject Period:	$______________
	9.	Income tax credits for Subject Period:	$______________
	10.	Non-recurring gains increasing Consolidated Net Income (or reducing net loss), which do not represent cash items for Subject Period or any future period:	$______________
	11.	Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 - 9 - 10):	$______________
B.	Operating Lease and Rental Expense:		$______________
C.	Consolidated Interest Charges for Subject Period:		$______________
D.	Consolidated Fixed Charge Coverage Ratio ((Lines I.A.11 + I.B) ÷ (Lines I.B + I.C)):		____________ to 1
	Minimum required: 2.50 to 1.00

E-3

Form of Compliance Certificate

\52335065.1

For the Quarter/Year ended ___________________(“Statement Date”)

SCHEDULE 3

to the Compliance Certificate

($ in 000’s)

Consolidated EBITDA

(in accordance with the definition of Consolidated EBITDA

as set forth in the Agreement)



Consolidated EBITDA		Quarter Ended __________	Quarter Ended __________	Quarter Ended __________	Quarter Ended __________	Twelve Months Ended __________
Consolidated Net Income
+	Consolidated Interest Charges
+	income taxes
+	depreciation expense
+	amortization expense
+	other permitted fees, charges, reserves, costs or expenses
+	permitted fees, charges, reserves, costs or expenses related to the Kraft Matter
+	non-cash expenses
-	income tax credits
-	non-recurring gains increasing net income (or reducing net loss)
=	Consolidated EBITDA

E-4

Form of Compliance Certificate

\52335065.1

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	12/31/14	SD
Filed on:	11/18/13	4
	11/15/13	4
For Period end:	9/29/13	ARS
	2/5/13	4, 8-K, ARS
	12/30/12	10-Q
		List all Filings

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Filing Submission 0000829224-13-000044 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Starbucks Corp – ‘10-K’ for 9/29/13 – ‘EX-10.23’

On: Monday, 11/18/13, at 4:44pm ET · For: 9/29/13 · Accession #: 829224-13-44 · File #: 0-20322

Previous ‘10-K’: ‘10-K’ on 11/16/12 for 9/30/12 · Next: ‘10-K’ on 11/14/14 for 9/28/14 · Latest: ‘10-K’ on 11/17/23 for 10/1/23

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.23’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents