Exhibit 10.16
December 19, 1997
Mr. Xxxxx Xxxxxxxxx
Ms. Xxxxx Xxxxx
Black & Company
Xxx Xxxxxxxxx Xxxxxxxx, #0000
Xxxxxxxx, Xxxxxx 00000
Dear Xxxxx and Xxxxx,
I appreciated the opportunity to meet with you recently to discuss the fee
arrangement for the transaction with The Second Cup. I think we both recognized
that there were some ambiguities in the interpretation of our letter agreement
dated August 7, 1997, and we both felt it desirable to bring about certainty to
the situation.
As a result of our discussions, we agreed that Coffee People would
compensate Black and company in the amount of $700,000. This sum consists of a
transaction fee of $500,000 and a fairness opinion fee of $200,000.
I am pleased to advise you that the Coffee People Board of Directors has
ratified this agreement at its meeting today.
If the above accurately sets forth our agreement, I would appreciated your
kindly signing and returning the enclosed copy of this letter. Thank you for you
courtesies and consideration in addressing this matter.
Sincerely,
COFFEE PEOPLE, INC.
/s/ XXXXXXX X. XXXX
Xxxxxxx X. Xxxx
CHIEF FINANCIAL OFFICER
KBR/cp
Accepted and agreed,
/s/ XXXXX XXXXX
Black & Company, Inc.
BLACK & COMPANY
April 3, 1998
Xx. Xxxxxx Xxxxxx
President and Chief Executive Officer
Coffee People, Inc.
00000 XX Xxxx Xxxxxxx
Xxxxx X
Xxxxxxxxx, Xxxxxx 00000
and
The Second Cup Ltd.
000 Xxxxx Xxxxxx X
Xxxxx Xxxxx, Xxxxx 000
Toronto, Ontario X0X 0X0 Xxxxxx
Dear Sirs:
Re: Financial Advisory Agreement Dated August 7, 1997 (the "Agreement")
Reference is made to the Agreement which provides that we are entitled to
certain fees with respect to Transactions (as such term is defined in the
Agreement) during the term of the Agreement or within six months following the
termination of the Agreement. We have agreed that should the pending combination
of Xxxxxx Xxxx'x Inc. and Coffee People, Inc. be completed, and we receive
payment in full of the fee of $500,000 to which we are entitled in connection
with such merger (in addition to the $200,000 amount payable for the provision
by us of a fairness opinion in connection with the merger), that the Agreement
shall thereupon be modified such that Coffee People shall be free to retain the
services of an additional investment bank or banks as advisor(s) for future
acquisitions or mergers with other parties, whether on the List or not, to pay
such advisor(s) such fees as Coffee people in its sole discretion shall deem
appropriate, and if such additional advisor(s) are retained or Coffee People
determines to proceed without an investment banker or other such advisors, to
pay Black & Company such reduced fee or no fee as Coffee People in its sole
discretion shall deem appropriate. The purpose of this amendment is to permit
the Company to obtain the services of additional advisor(s) without paying
double fees and to pay its advisor or team of advisors such fees as the Company
may deem reasonable and appropriate for each and any future transaction.
Both parties recognize and recommend the advisability of obtaining for
Coffee People the services of one or more major bracket investment banks to
provide advice, research coverage and market making services and agree to
cooperate in practical arrangements that may be reasonably required to obtain
such services.
Both parties agree to communicate and cooperate regarding future strategic
directions and opportunities for Coffee People (including, if necessary, further
amendments to this Agreement that may be reasonably required).
Yours very truly,
BLACK & COMPANY, INC.
By: /s/ XXXXX XXXXX
-----------------------------------------
Xxxxx Xxxxx
MANAGING DIRECTOR CORPORATE FINANCE
Accepted and agreed:
By: /s/ XXXXXXX X. XXXX, CFO
-----------------------------------------
Coffee People, Inc.
