Exhibit 4.2
(Face of Note)
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.02 OF THE
SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.02(a) OF THE SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE
AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (DTC) TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP 855244 AC3
6.250% Senior Notes due 2017
| No. _____ | $________ |
STARBUCKS CORPORATION
promises
to pay to CEDE & CO. or registered assigns, the principal sum of ____________________________________________________ on August 15, 2017.
Interest Payment Dates: February 15 and August 15
Record Dates: February 1 and August 1
Dated: August 23, 2007
| STARBUCKS CORPORATION |
||||
| By: | ||||
| Name: | Troy Alstead | |||
| Title: | senior vice president, Finance | |||
Date of Authentication: August 23, 2007
This is one of the Global
Notes referred to in the
within-mentioned Supplemental Indenture:
Notes referred to in the
within-mentioned Supplemental Indenture:
Dated: August 23, 2007
DEUTSCHE BANK TRUST COMPANY AMERICAS
BY DEUTSCHE BANK NATIONAL TRUST COMPANY
as Trustee
BY DEUTSCHE BANK NATIONAL TRUST COMPANY
as Trustee
| By: | ||||
| Name: | ||||
| Title: | ||||
(Back of Note)
6.250% Senior Notes due 2017
6.250% Senior Notes due 2017
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.
1. INTEREST. Starbucks Corporation, a Washington corporation (the Company), promises
to pay interest on the principal amount of this Note at 6.250% per annum from the date hereof until
maturity. The Company will pay interest semi-annually on February 15 and August 15 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day (each an Interest
Payment Date). Interest on the Notes will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment Date, interest will
accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date will be February 15, 2008. The Company will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the
then applicable interest rate on the Notes to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest at the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest)
to the Persons who are registered Holders of Notes at the close of business on the February 1 or
August 1 next preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the
Base Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the
Notes will be payable at the office or agency of the Paying Agent and Registrar within the Borough
of Manhattan in the City of New York or, at the option of the Company, payment of interest may be
made by check mailed to the Holders of the Notes at their respective addresses set forth in the
register of Holders of Notes; provided that all payments of principal, premium and interest with
respect to Notes the Holders of which have given wire transfer instructions to the Trustee will be
required to be made by wire transfer of immediately available funds to the accounts specified by
the Holders thereof. Such payment will be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts.
3. PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity.
4. INDENTURE. This Note is one of a duly authenticated series of securities of the Company
issued and to be issued in one or more series under an indenture (the Base Indenture), dated as
of August 23, 2007 between the Company and the Trustee, as amended by the Supplemental Indenture
(the Supplemental Indenture and, together with the Base Indenture, the Indenture), dated as of
August 23, 2007, between the Company and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms,
and Holders are referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the Base Indenture, the
provisions of the Note will govern and be controlling, and to the extent any provision of the Notes
conflicts with the Supplemental Indenture, the provisions of the Supplemental Indenture will govern
and be controlling, and to the extent
any provision of the Base Indenture conflicts with the express provisions of the Supplemental
Indenture, the provisions of the Supplemental Indenture will govern and be controlling. The
Company will be entitled to issue Additional Notes pursuant to Section 2.03 of the Supplemental
Indenture.
5. OPTIONAL REDEMPTION.
At any time prior to August 15, 2017, the Company may, on any one or more occasions,
redeem, in whole or in part, at a redemption price equal to the greater of the following amounts,
plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Notes being
redeemed to the date of redemption or purchase (Redemption Date):
100% of the aggregate principal amount of the Notes to be redeemed; or
the sum of the present value at such Redemption Date of (1) the principal amount of the
Notes on the Redemption Date plus (2) all required remaining scheduled interest payments due
on such Notes (but not including any portion of such payments of interest accrued to the
Redemption Date) through August 15, 2017 computed using a discount rate equal to the
Adjusted Treasury Rate plus 25 basis points.
Calculation of the foregoing shall be made by the Company or on the Companys behalf by such
Person as the Company shall designate; provided, however, that such calculation shall not be a duty
or obligation of the Trustee.
On and after the Redemption Date, interest will cease to accrue on the Notes or portions
thereof called for redemption as long as the Company has deposited with the Paying Agent funds in
satisfaction of the applicable redemption price.
6. MANDATORY REDEMPTION. Except as set forth in paragraph 7, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.
7. REPURCHASE AT OPTION OF HOLDER.
Upon the occurrence of a Change of Control Triggering Event, the Company will be required
to offer to purchase all of the outstanding Notes at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.
8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its
registered address. No Notes of a principal amount of $2,000 or less shall be redeemed in part.
9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000. Notes may be transferred or exchanged as
provided in the Supplemental Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the Supplemental
Indenture. The Company need not exchange or transfer any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the
Company need not exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and the corresponding
Interest Payment Date.
10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for
all purposes.
11. AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein.
Subject to certain exceptions, the Supplemental Indenture or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal amount of the
Notes then outstanding, including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes, voting as a single class, and compliance
with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes, including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, voting as
a single class. Without the consent of any Holder of a Note, the Supplemental Indenture or the
Notes may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency; (ii) to
provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide
for the assumption of the Companys obligations to Holders of the Notes in case of a merger or
consolidation or sale of all or substantially all of the Companys assets; (iv) to make any change
that would provide any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Supplemental Indenture of any such Holder; (v) to
comply with the requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act; (vi) to provide for the issuance of Additional Notes in
accordance with the Supplemental Indenture; or (vii) to evidence and provide for the acceptance of
appointment by a successor trustee with respect to the Notes.
12. DEFAULTS AND REMEDIES. An EVENT OF DEFAULT occurs if: (i) default for a period of 30
days in the payment when due of interest on the Notes; (ii) default in the payment when due of
principal of or premium, if any, on the Notes; (iii) the Company fails for 90 days after receipt of
notice to the Company to comply with any covenant or warranty of the Company in the Indenture; or
(iv) certain events of bankruptcy or insolvency occur with respect to the Company or any Material
Subsidiary.
If any Event of Default occurs and is continuing, the Trustee or the Holders of at least
25% in principal amount of the then outstanding Notes may declare all the Notes to be due and
payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain
events of bankruptcy or insolvency with respect to the Company or any Material Subsidiary, all
outstanding Notes will become due and payable without further action or notice. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes
notice of any continuing Default or Event of Default if it determines that withholding notice is in
their interest, except a Default or Event of Default relating to the payment of principal, premium
or interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding
by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance with the Indenture,
and the Company is required no later than five days after becoming aware of any Default or Event of
Default to deliver to the Trustee a statement specifying such Default or Event of Default.
13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.
14. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder,
of the Company, as such, will not have any liability for any obligations of the Company under the
Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance of the Notes.
15. AUTHENTICATION. This Note will not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.
16. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).
17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes
and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon. The Company will furnish to any Holder upon written request and without
charge a copy of the Base Indenture and the Supplemental Indenture. Requests may be made to:
Starbucks Corporation
2401 Utah Avenue South
Seattle, Washington 98134
Facsimile No.: (206) 318-1045
Attention: General Counsel
2401 Utah Avenue South
Seattle, Washington 98134
Facsimile No.: (206) 318-1045
Attention: General Counsel
ASSIGNMENT FORM
To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:_____________________________________________________
(Insert assignees legal name)
(Print or type assignees name, address and zip code)
and irrevocably appoint ____________________________________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute another to act for
him.
Date:_______________________
| Your Signature: | ||||
| (sign exactly as your name appears | ||||
| on the face of this senior note) | ||||
| Tax Identification No: | ||||
| Signature Guarantee: | ||||
Signatures must be guaranteed by an eligible guarantor institution meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (STAMP) or such other signature guarantee program as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
Option of Holder to Elect Purchase
If you want to elect to have this Note purchased by the Company pursuant to Section 4.02 of
the Supplemental Indenture, check the box below:
| o | Section 4.02 |
If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.02 of the Supplemental Indenture, state the amount you elect to have purchased: $
Date: _____________________________
| Your Signature: | ||||
| (sign exactly as your name appears | ||||
| on the face of this senior note) | ||||
| Tax Identification No: | ||||
| Signature Guarantee: | ||||
Signatures must be guaranteed by an eligible guarantor institution meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (STAMP) or such other signature guarantee program as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.