Exhibit
10.2


 


FIRST
AMENDMENT

TO AGREEMENT BETWEEN TULLY’S COFFEE AND GUARANTORS

RE KENT CENTRAL FINANCING


 


THIS FIRST AMENDMENT is entered into as of March 7,
2003, between TULLY’S COFFEE CORPORATION, a Washington corporation (the
“Company”) and MARC EVANGER (“Evanger”); RON NEUBAUER (“Neubauer”); KEVIN
FORTUN (“Fortun”); TOM 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 and the Guarantors are parties to that certain Agreement Between
Tully’s Coffee Corporation and Guarantors re Kent Central Financing dated
October 29, 2002 (the “Agreement”), pursuant to which the Company and the
Guarantors have agreed to certain terms and conditions related to certain
Guaranty Agreements (each a “Guaranty” and, collectively, the “Guaranties”)
that each of the Guarantors has delivered to Kent Central, LLC (“Lender”) in
connection with a loan facility (the “Loan Facility”) entered into between
Lender and the Company.


 


B.                                     Subject
to the terms and conditions contained in this First Amendment, the Company and
the Guarantors now wish to amend certain of the terms and conditions contained
in the Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and premises herein contained, the
parties hereto agree as follows:


 


1.                                      Definitions.    Capitalized terms used herein and
not otherwise defined shall have the meaning given in the Agreement.


 


2.                                      Amendments.


 


2.1                               New
Section 5.                The Agreement
is hereby amended to add a new Section 5 of the Agreement reading as follows:


 


5.                                      Covenant
Not to Enter into Any Agreement Involving a Material Change to the License or
Supply Agreements with TCJ or UCC.   
The Company shall not, without the prior written consent of all of
the Guarantors, enter into any agreement or arrangement that involves a
Material Change (as defined below) with respect to the terms and conditions
contained in any of the existing License and Supply Agreements (collectively,
the “License and Supply Agreements”) between the Company and (i) FOODX Globe
Co. (“TCJ”),  (ii) UCC Ueshima Coffee
Co. Ltd. (“UCC”), or (iii) any of TCJ or UCC’s subsidiaries or affiliates.


 


1

















 


As used herein, the term “Material Change” shall mean
a permanent or temporary amendment, modification or change to the terms and
conditions of one or more of the License and Supply Agreements which changes
any of the material terms and conditions of any of the License and Supply
Agreements in exchange for (x) a cash payment not currently provided for in the
License and Supply Agreements, or (y) an acceleration of any payments of
royalties, fees or other sums due from either UCC or TCJ to the Company under
any of the License and Supply Agreements. 
The term “Material Change” shall not apply to any modification or change
to the terms and conditions of one or more of the License and Supply Agreements
which occur in the ordinary course of business.


 


2.2                               Renumbering.                  The existing Section 5 of the Agreement
entitled “Grant of a Security Interest” shall be renumbered to become Section
6.  All Sections thereafter shall be
renumbered sequentially.  All internal
cross-referencing between Sections shall be renumbered accordingly.


 


3.                                      No Further Amendment.  Except as expressly modified by this Amendment, the Agreement shall
remain unmodified and in full force and effect and the parties hereby ratify
their respective obligations thereunder.


 


4.                                      Miscellaneous.


 


4.1                               Entire Agreement.  This Amendment comprises the entire agreement
of the parties with respect to the subject matter hereof and supersedes all
prior oral or written agreements, representations or commitments.


 


4.2                               Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original, and all of which
taken together shall constitute one and the same Amendment.


 


4.3                               Governing Law.  This Amendment and the other
agreements provided for herein and the rights and obligations of the parties
hereto and thereto shall be construed and interpreted in accordance with the
laws of the State of Washington.


 


[SIGNATURE PAGE FOLLOWS]


 


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EXECUTED as of the day and year first
written above.


 


 


	
   

  	
  GUARANTORS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Marc Evanger

  	
   

  	
   

  
	
   

  	
  Marc Evanger

  
	
   

  	
   

  
	
   

  	
  /s/ Ron Neubauer

  	
   

  	
   

  
	
   

  	
  Ron Neubauer

  
	
   

  	
   

  
	
   

  	
  /s/ Richard Padden

  	
   

  	
   

  
	
   

  	
  Richard Padden

  
	
   

  	
   

  
	
   

  	
  /s/ Larry Hood

  	
   

  	
   

  
	
   

  	
  Larry Hood

  
	
   

  	
   

  
	
   

  	
  /s/ George Hubman

  	
   

  	
   

  
	
   

  	
  George Hubman

  
	
   

  	
   

  
	
   

  	
  /s/ Tom O’Keefe

  	
   

  	
   

  
	
   

  	
  Tom O’Keefe

  
	
   

  	
   

  
	
   

  	
  /s/ Kevin Fortun

  	
   

  	
   

  
	
   

  	
  Kevin Fortun

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TULLY’S
  COFFEE CORPORATION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Anthony J. Gioia

  	
   

  
	
   

  	
  Anthony J. Gioia, Its President and CEO

  
											



 


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