EXHIBIT 10.2
AMENDMENT NO. 6 TO
CONTINGENT CONVERTIBLE NOTE
PURCHASE AGREEMENT
THIS AMENDMENT NO. 6 TO CONTINGENT
CONVERTIBLE NOTE PURCHASE AGREEMENT (this “ Amendment
”) is entered into as of April 29, 2009, by and between
Diedrich Coffee, Inc., a Delaware corporation (the “
Company ”), and Sequoia Enterprises, L.P., a
California limited partnership (“ Sequoia ”),
with reference to the following facts:
WHEREAS, the Company and Sequoia are
parties to that certain Contingent Convertible Note Purchase
Agreement, dated as of May 10, 2004, as amended (the “
Note Purchase Agreement ”); and
WHEREAS, the parties wish to extend
the maturity date of the Note Purchase Agreement until
March 31, 2010 on the terms set forth herein.
NOW, THEREFORE, in consideration of
the foregoing and the respective covenants and agreements set forth
herein, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Extension of Maturity Date
. The definition of “Maturity Date” set forth in
Section 1.1 of the Note Purchase Agreement is hereby amended
and restated in its entirety as follows (for the avoidance of
doubt, the term “Maturity Date” used in the outstanding
notes under the Note Purchase Agreement (the “ Notes
”) is hereby amended and restated to reflect the following
amended and restated definition):
““ Maturity Date
” shall mean the earliest of (i) the date of
consummation of a Change of Control transaction, (ii) the date
Notes are declared due and
