Exhibit 10.25
AMENDMENT NO. 1
TO
CONTINGENT CONVERTIBLE NOTE
PURCHASE AGREEMENT
This Amendment No. 1 to
Contingent Convertible Note Purchase Agreement (this
“Amendment ”) is made and entered into as of
this 30th day of June, 2004 by and between Diedrich Coffee, Inc., a
Delaware corporation (the “ Company ”), and
Sequoia Enterprises, L.P., a California limited partnership
(“ Lender ”).
RECITALS
A. On May 10, 2004, Company and
Lender entered into that certain Contingent Convertible Note
Purchase Agreement (the “ Note Purchase Agreement
”) pursuant to which Lender agreed to loan to the Company an
aggregate principal amount of up to $5,000,000 on the terms and
conditions set forth in the Note Purchase Agreement.
B. The parties desire to revise the
definition of “Availability” set forth in the Note
Purchase Agreement and therefore amend the Note Purchase Agreement
on the terms and as provided in this Amendment.
AGREEMENT
In consideration of the foregoing
recitals, the parties agree as follows:
1. Definitions . Capitalized
terms not otherwise defined in this Amendment shall have the
meanings given to them in the Note Purchase Agreement.
2. Revised Definition of
Availability . The definition of “Availability” set
forth in Section 1.1 of the Note Purchase Agreement shall be
deleted in its entirety and replaced with the following:
“ Availability ”
means, on any d
