Exhibit 10.42
Pursuant to 17 CFR 240.24b-2,
confidential information has been omitted in places marked
“[* * *]” and has been filed separately with the
Securities and Exchange Commission pursuant to a Confidential
Treatment Application filed with the Commission.
Keurig, Incorporated
101 Edgewater Drive
Wakefield, MA 01880
July 30, 2007
BY UPS – NEXT
DAY
Diedrich Coffee, Inc.
28 Executive Park, Suite 200
Irvine, CA 92614
Attention: Stephen V. Coffey, CEO
Dear Steve:
This letter serves as notice by
Keurig, Incorporated (“Keurig”) under
Section 6.4.2 of the License and Distribution Agreement dated
July 29, 2003, as amended (as so amended, the
“Agreement”), between Keurig and Diedrich Coffee, Inc.
(“Diedrich”).
Specifically, Keurig gives notice
that:
[* * *]
(2) Keurig is exercising its right
to alter the Base Royalty Rate and, thereby, the Royalty Rate
Schedule (as those terms are defined in the Agreement).
This adjustment will be effective on
August 1, 2008 for all Diedrich K-Cups (as defined in the
Agreement) shipped from and after that date. The details of this
royalty alteration are set forth in the attached Exhibit A
which will replace the Royalty Rate Schedule set forth in
Section 6.1.1 of the Agreement on the date of this
notice.
If you agree to accept the royalty
alteration, please sign the enclosed copy of this letter where
indicated and return such signed copy to me at your earliest
convenience. If you do not so sign and return the enclosed copy of
this letter within 60 days, (a) the current Base Royalty Rate,
to the extent reduced by the volume incentive specified in the
Royalty Rate Schedule set forth in
