EXHIBIT
99.1
SECOND AMENDMENT TO CONVERTIBLE
PROMISSORY NOTE
This Second Amendment to Convertible
Promissory Note (the “Second Amendment”) is entered
into as of May 23, 2005, between TULLY’S COFFEE CORPORATION
(“Borrower”) and KWM INVESTMENTS, LLC, a Washington
limited liability company (“Lender”).
RECITALS
A. Borrower has previously executed
and delivered to Lender that certain Convertible Promissory Note
dated December 14, 2000, in the original face amount of
$3,000,000.00 (the “Original Note”). The Original Note
was amended by the First Amendment to Convertible Promissory Note
dated June 22, 2004 (“Amendment No. 1”). The Original
Note and Amendment No. 1 are collectively referred to herein as the
“Note.” Capitalized terms used in this Second Amendment
that are not defined herein have the meanings assigned to such
terms in the Note.
B. Borrower and Lender have agreed
to modify the terms of the Note, as more particularly set forth
below.
NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties to this Second Amendment agree as
follows:
1. Maturity Date . The Note
hereby is modified and amended to extend th
