Amendment No. 3 to Northrim Funding Services



 Exhibit 10.1 
 

 
 AMENDMENT # 1 
 TO CONTRACT OF SALE & SECURITY AGREEMENT between Northrim Funding Services, a Division of Northrim Bank & Tully’s Coffee Corporation 
 DATED: August 1, 2008 
 NFS/BANK COVENANTS: 
 1. Paragraph 19. as follows: 
 “Purchase Formula” means at
any time, and amount equal to 130.00% of the net amount of all Acceptable/Eligible Accounts. 
 Is replaced with: 
 “Purchase Formula” means at any time, and amount equal to 125.00% of the net amount of all Acceptable/Eligible Accounts. 
 2. Paragraph 22. as follows: 
 Amounts funded by NFS/BANK to
CLIENT for the purchase of Accounts Receivable hereunder are subject to a daily fee equal to the prime rate reported in the “Money Rates” column or section of The Wall Street Journal as being the base rate on
corporate loans at larger U.S. Money Center Banks on such date (the “Index Rate”) + 6% /360 calculated on the Client Liability on such date as determined by NFS/BANK and set forth in the Funding Availability Report provided to
CLIENT for such date. The calculation period will usually be 1 calendar day except for weekends and or weeks where holidays or other non-operating days prevent the fee from being taken on a daily basis. In the event The Wall Street
Journal ceases publication of the prime rate, then the “Index Rate” shall be such substantially similar interest rate selected by NFS/BANK. 
 Is replaced with: 
 Amounts funded by NFS/BANK to CLIENT for the purchase of Accounts Receivable hereunder are subject
to a daily fee equal to the prime rate reported in the “Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger U.S. Money Center Banks on such date (the “Index
Rate”) + 7% /360 calculated on the Client Liability on such date as determined by NFS/BANK and set forth in the Funding Availability Report provided to CLIENT for such date. The calculation period will
usually be 1 calendar day except for weekends and or weeks where holidays or other non-operating days prevent the fee from being taken on a daily basis. In the event The Wall Street Journal ceases publication of the prime rate, then the
“Index Rate” shall be such substantially similar interest rate selected by NFS/BANK. The daily fee will be subject to a minimum floor rate of 12% and a maximum ceiling rate of 14% during the contract term as amended.

  


					
	170 120th Avenue N.E. Suite 202, Bellevue, WA 98005	  	
	 Telephone (425) 453-1105
	 	 Fax (425) 453-1205
	  	Page 1 of 2









 3. Paragraph 49. as follows: 
 Subject to the terms and conditions of this Agreement, NFS/BANK agrees to fund against the purchase of Accounts Receivable hereunder an amount not to exceed the sum of ($5,000,000.00) Five Million and 00/100 or the Purchase
Formula for the purchase of ALL of the Acceptable/Eligible Accounts, whichever is less. 
 Is replaced with: 
 Subject to the terms and conditions of this Agreement, NFS/BANK agrees to fund against the purchase of Accounts Receivable hereunder an amount not to exceed the
sum of ($6,500,000.00) Six Million Five Hundred Thousand and 00/100 or the Purchase Formula for the purchase of ALL of the Acceptable/Eligible Accounts, whichever is less.

 4. Paragraph 50. as follows: 
 This Agreement shall
have an initial term ending October 31, 2008 unless terminated by either party giving not less than thirty (30) days prior written notice to the other party. 
 Is replaced with: 
 This Agreement shall have an initial term ending December 15, 2008
unless terminated by either party giving not less than thirty (30) days prior written notice to the other party. 
 THIS AMENDMENT is
effective and applicable to invoices purchased under the CONTRACT of SALE & SECURITY AGREEMENT of even date. All other terms, covenants and conditions will remain in effect and unchanged. 
 Executed this 16th day of October, 2008 
 At: Seattle, Washington 

Tully’s Coffee Corporation 
  

							
	By:	  	/s/ Carl Pennington	 	Date:	  	10/20/2008

  

																			
	Northrim Funding Services, a division of Northrim Bank
	
	Accepted this 16th day of October, 2008, at Bellevue, WA.
		
	By:	 	/s/ Daniel J. Lowell
		 	Daniel J. Lowell, Senior Vice President

  
  


					
	170 120th Avenue N.E. Suite 202, Bellevue, WA 98005	  	
	 Telephone (425) 453-1105
	 	 Fax (425) 453-1205
	  	Page 2 of 2









 

 
 AMENDMENT # 1 
 To INVENTORY SECURITY AGREEMENT between Northrim Funding Services, 
 a Division of Northrim
Bank & Tully’s Coffee Corporation 
 DATED: August 1, 2008 
 OBLIGATIONS SECURED: 
 1. Paragraph 1 as follows:

 The payment of all liabilities due NFS/BANK per the contract of sale and agreement dated August 1, 2008 executed and delivered by CLIENT to
NFS/BANK for $5,000,000.00 (The Maximum Purchase Amount) 
 Is replaced with: 
 The payment of all liabilities due NFS/BANK per the contract of sale and agreement dated August 1, 2008 executed and delivered by CLIENT to NFS/BANK for $6,500,000.00 (The Maximum Purchase Amount) and as
amended in AMENDMENT #1 dated October 16, 2008.  
 THIS AMENDMENT is effective and applicable to invoices purchased under the CONTRACT of
SALE & SECURITY AGREEMENT of even date. All other terms, covenants and conditions will remain in effect and unchanged. 
 Executed this 16th day of
October, 2008 
 At: Seattle, Washington 
 Tully’s Coffee
Corporation 
  

							
	By:	 	/s/ Carl Pennington	 	Date:	 	10/20/2008

 Northrim Funding Services, a division of Northrim Bank 
 Accepted this 16th day of October, 2008 
 At Bellevue, WA. 
  

			
	By:	 	/s/ Daniel J. Lowell
		 	Daniel J. Lowell, Senior Vice President

  


					
	170 120th Avenue N.E. Suite 202, Bellevue, WA 98005	  	
	 Telephone (425) 453-1105
	 	 Fax (425) 453-1205
	  	Page 1 of 1