AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Exhibit 10.30(a)
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
This Amendment No. 1 (the Amendment), dated as of November 12, 2008 amends that certain Asset Purchase Agreement dated as of September 15, 2008 (the Agreement) by and among Green Mountain Coffee Roasters, Inc., a Delaware corporation (the Buyer), Tullys Coffee Corporation, a Washington corporation (the Seller Parent) and Tullys Bellaccino, LLC, a Washington limited liability company (the Seller Subsidiary and together with the Seller Parent, Seller). Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Agreement.
WHEREAS, the parties to this Amendment desire to amend the Agreement as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby as follows:
1. Amendment of Section 8.1(b)(ii).
1.1 Section 8.1(b)(ii) of the Agreement is hereby amended by deleting the date December 31, 2008 in the first line thereof and inserting in lieu thereof the date February 9, 2009.
1.2. Section 8.1(b)(ii) of the Agreement is hereby amended by deleting the date February 15, 2009 in the ninth line thereof and inserting in lieu thereof the date March 24, 2009.
2. The parties hereby agree that the Escrow Agent shall be an escrow agent to be mutually agreed upon by the Buyer and the Seller.
3. Except as amended hereby, the Agreement is hereby ratified and confirmed and shall remain in full force and effect.
4. This Amendment may be executed in several counterparts, each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement. Facsimile copies of signed signatures will be deemed binding originals.
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as an agreement under seal as of the date first above written.
THE BUYER: | GREEN MOUNTAIN COFFEE ROASTERS, INC. | |||||||
By: | /s/ Lawrence J. Blanford | |||||||
Name: | Lawrence J. Blanford | |||||||
Title: | President and Chief Executive Officer |
THE SELLER PARENT: | TULLYS COFFEE CORPORATION | |||||||
By: | /s/ Tom T. OKeefe | |||||||
Name: | Tom T. OKeefe | |||||||
Title: | Chairman of the Board and Director | |||||||
THE SELLER SUBSIDIARY: | TULLYS BELLACCINO, LLC | |||||||
By: | TULLYS COFFEE CORPORATION, | |||||||
Its Sole Member | ||||||||
By: | /s/ Tom T. OKeefe | |||||||
Name: | Tom T. OKeefe | |||||||
Title: | Chairman of the Board and Director |