Exhibit 10.24
AGREEMENT BETWEEN TULLY’S
COFFEE CORPORATION AND GUARANTOR
RE BENAROYA CAPITAL
FINANCING
THIS AGREEMENT is entered into this
12th day of July, 2007 (the “Effective Date”), among
TULLY’S COFFEE CORPORATION, a Washington corporation (the
“Company”), and MARY KAY MCCAW (the
“Guarantor”), and, for purposes of Sections 6.1 and 7
only, TOM T. O’KEEFE (“Tom
O’Keefe”).
RECITALS
A. On April 26, 2007, the
Company entered into a loan facility (as amended, the “Loan
Facility”) with Benaroya Capital, LLC (“Lender”).
As of the Effective Date, the Loan Facility is being amended by
agreement of the Company and the Lender.
B. In connection with the Loan
Facility, the Lender has required the Guarantor to execute and
deliver that certain Guaranty Agreement of even date herewith (the
“Guaranty”) pursuant to which the Guarantor guarantees
the payment of a certain portion of the Company’s obligations
pursuant to the Loan Facility.
C. The parties desire to enter into
this Agreement to evidence certain terms and conditions they have
agreed upon in connection with the Guaranty.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and premises herein
contained, the parties hereto agree as follows:
1. Guarantor Compensation
. In consideration of the
Guarantor’s execution and delivery of the Guaranty, the
Company shall provide to the Guarantor the compensation described
in the attached Exhibit A.
2. Indemnification; Attorneys
Fees . The Company
hereby agrees to indemnify, defend and hold harmless the Guarantor
from and against any and all claims, liabilities, payments, costs
and expenses incurred by the Guarantor arising out of or related to
the Guaranty. Without limiting the foregoing, the Company shall
indemnify the Guarantor from and against any amounts paid by
Guarantor to Lender pursuant to the Guaranty and the Company shall
reimburse Guarantor, on demand, for all attorneys fees and other
costs incurred in connection with the Guaranty or this
Agreement.
3. Covenant Not to Incur
Additional Secured Debt Without Guarantor Approval.
The Company hereby agrees that,
without the prior written consent of the Guarantor, the Company
shall not enter into any agreement, undertaking or arrangement of
any kind to grant a security interest in any assets of the Company
other than the security interest granted in connection with the
Loan Facility or to the Guarantor under this Agreement.
Notwithstanding the foregoing, the Company may amend, renew,
cancel, reduce or otherwise modify the agreements with Northrim
Funding (but not increase the amounts that the Company
is permitted to borrow thereunder), pursuant to
which the Company has granted a security interest to Northrim, and
may enter into franchising and licensing agreements which may grant
the franchisee or licensee certain actual or conditional rights
related to trademarks of the Company.
4. Covenant to Repay Loan
.
4.1 Equity Investment
. If, after the date of
this Agreement, the Company completes a financing transaction
involving the issuance of debt, equity or convertible securities in
the Company, including without limitation any security exercisable
(with or without additional consideration) for, or convertible
(with or without additional consideration) into capital stock of
the Company, then the Company shall p
