Exhibit 10.2
TERMINATION OF AGREEMENT BETWEEN
TULLY’S COFFEE AND
GUARANTORS
RE KENT CENTRAL
FINANCING
THIS AGREEMENT is entered into this
15th day of August, 2005, between TULLY’S COFFEE CORPORATION,
a Washington corporation (the “Company”) and MARC
EVANGER (“Evanger”); RON NEUBAUER
(“Neubauer”); KEVIN FORTUN (“Fortun”); TOM
T. O’KEEFE (“O’Keefe”); RICHARD PADDEN
(“Padden”); GEORGE HUBMAN (“Hubman”) and
LARRY HOOD (“Hood”) (individually, a
“Guarantor,” and collectively, the
“Guarantors”).
RECITALS
A. The Company has entered into a
loan facility (as amended from time to time, the “Loan
Facility”) with Kent Central, LLC
(“Lender”).
B. In connection with the Loan
Facility, the Lender has required the Gurarantors to execute and
deliver those certain Guaranty Agreements dated October 30, 2002
(each individually, a “Guaranty,” and collectively, the
“Guaranties”) pursuant to which each Guarantor, to some
extent, guarantees the payment of the Company’s obligations
with respect to the Loan Facility.
C. In connection with the
Guaranties, the Company and the Guarantors have previously entered
into that certain Agreement Between Tully’s Coffee and the
Guarantors Re Kent Central Financing, dated October 30, 2002 (as
amended from time to time, the “Guarantors Agreement”).
The Company now anticipates paying off the Loan Facility in full
and, therefore, the parties desire to enter into this Agreement to
evidence the termination of the Guarantors Agreement subject to the
terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and premises herein
contained, the parties hereto agree as follows:
1. Termination; Guaranty
Compensation; Continuation of Indemnification .
Effective upon the date (the
“Effective Date”) upon which the Company pays off all
amounts currently due and owing under the Loan Facility in
accordance with a valid payoff letter executed by Lender (the
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