|
Exhibit
10.1
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 30
th
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 it’s entirety and replaced with the
following:
“ Availability
” means, on any date, the Loan Amount, less the sum of the
principal amount of all Notes outstanding under this
Agreement.
3. Express Changes
Only . The parties hereto intend to amend the Note Purchase
Agreement onl
| 
