Letter Agreement for Lender Consent to Corporate Name Changes – Peet's Coffee and Tea, Inc., Peet's Companies, Inc., Peet's Trademark Company, and General Electric Capital Corporation

Summary

This agreement, dated October 11, 2000, is between Peet's Coffee and Tea, Inc., Peet's Companies, Inc., Peet's Trademark Company, and General Electric Capital Corporation. It grants the lender's consent for Peet's Coffee and Tea, Inc. and Peet's Companies, Inc. to change their corporate names and amend their charters or bylaws solely for this purpose. All other terms of the existing credit agreement remain unchanged, and the lender does not waive any other rights or obligations under the original agreement.

EX-10.2 12 0012.txt LETTER AGREEMENT DATED OCTOBER 11, 2000 EXHIBIT 10.2 October 11, 2000 Peet's Coffee and Tea, Inc. Peet's Trademark Company 1400 Park Avenue 1400 Park Avenue Emeryville, California 94608 Emeryville, California 94608 Attention: Mark N. Rudolph Attention: Mark N. Rudolph Chief Financial Officer Chief Financial Officer Peet's Companies, Inc. 1400 Park Avenue Emeryville, California 94608 Attention: Mark N. Rudolph Chief Financial Officer Re: Consent to Changes of Corporate Name for Certain Credit Parties --------------------------------------------------------------- Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of September 1, 2000 (the "Credit Agreement"), by and among Peet's Coffee and Tea, Inc. ---------------- ("Borrower"), Peet's Companies, Inc. ("Holdings"), Peet's Trademark Company -------- -------- ("Trademark Co."), the other Credit Parties signatory thereto, and General ------------- Electric Capital Corporation ("Lender"). In this letter, (a) capitalized terms ------ or matters of construction defined or established in Annex A to the Credit ------- Agreement shall be applied as defined or established therein, and (b) each citation to a "Section" shall refer to the corresponding section of the Credit Agreement. Section 6.15 provides, among other things, that no Credit Party shall change its corporate name without at least 30 days' prior written notice to Lender and after Lender's written acknowledgement that any reasonable action requested by Lender in connection therewith, including to continue the perfection of any Liens in favor of Lender in any Collateral, has been completed or taken. Section 6.5 provides in part that no Credit Party shall amend its charter or bylaws in a manner that would adversely affect Lender or such Credit Party's duty or ability to repay the Obligations. Credit Parties have advised Lender that Credit Parties anticipate the issuance of Stock of Holdings in connection with a Public Offering (the "Proposed Transaction"). In furtherance of the Proposed Transaction, Credit -------------------- Parties have requested Lender's consent to (a) immediate changes in the corporate names of Borrower and Holdings, and (b) amendment of the charter or bylaws of Borrower and Holdings reflecting such name changes. Subject to the terms and conditions of this letter agreement, Lender consents, effective as of the date of this letter agreement, to: Peet's Coffee and Tea, Inc. October 11, 2000 Page 2 (i) The change of the corporate name of Borrower to "Peet's Operating Company, Inc."; (ii) The change of the corporate name of Holdings to "Peet's Coffee & Tea, Inc."; and, (iii) Amendment of the charter or bylaws of Borrower and Holdings solely to the extent required to accommodate such name changes. Except as specifically set forth herein, (a) this letter shall not constitutes an amendment or waiver by Lender of any provision of the Credit Agreement or any other Loan Document, and (b) all of the provisions of the Credit Agreement and the Loan Documents shall remain in full force and effect. Without limiting the generality of the preceding sentence, this letter does not constitute consent to the Proposed Transaction or a waiver of any of the obligations of Credit Parties to take all steps reasonably requested by Lender to ensure that no financing or continuation statement filed under the Code in connection with the Loan Documents is seriously misleading within the meaning of Section 9402(7) of the Code. Please indicate your acknowledgment and agreement to all of the foregoing by executing a copy of this letter where indicated on the following page and returning it to the undersigned. Very truly yours, GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Todd Gronski -------------------------------- Todd Gronski Duly Authorized Signatory [ACKNOWLEDGMENTS BY CREDIT PARTIES ON THE FOLLOWING PAGE]