Exhibit 10.23
AGREEMENT BETWEEN TULLY’S
COFFEE AND GUARANTOR
RE BENAROYA CAPITAL
FINANCING
THIS AGREEMENT is entered into this
25 day of April, 2007, between TULLY’S COFFEE CORPORATION, a
Washington corporation (the “Company”) and TOM T.
O’KEEFE (the “Guarantor”).
RECITALS
A. The Company has entered into a
loan facility (the “Loan”) with Benaroya Capital, LLC
(“Lender”).
B. In connection with the Loan, 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 the Company’s obligations with respect to the
Loan.
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. [Intentionally
Omitted]
2. Indemnification
. 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
Lender’s demands under any of the Guaranty. Without limiting
the foregoing, the Company shall indemnify the Guarantor against
any costs and fees demanded by Lender in connection with the
Guaranty.
3. Covenant Not to Incur
Additional Secured Debt Without Guarantor Approval.
The Company hereby agrees that,
without the prior written consent of the Guarantor (which consent
shall not unreasonably be withheld), 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 or to the
Guarantor under this Agreement. Notwithstanding the foregoing, the
Company may amend, renew, increase, cancel, reduce or otherwise
modify the ag
