Amendment to Revolving Loan Agreement between Mid-Peninsula Bank and Fresh Choice, Inc. (November 19, 2003)
This letter agreement amends the existing Revolving Loan Agreement between Mid-Peninsula Bank and Fresh Choice, Inc. The amendment updates financial covenants, including requirements for debt-to-net-worth ratio, net income ratio, capital expenditure limits, and minimum tangible net worth. Fresh Choice, Inc. must maintain these financial standards to remain in compliance. All other terms of the original loan agreement remain unchanged. The amendment is effective upon acceptance and signature by Fresh Choice, Inc.
Exhibit 10.64
November 19, 2003
David E. Pertl, Senior Vice President & Chief Financial Officer
Fresh Choice, Inc.
485 Cochrane Circle
Morgan Hill, Ca 95037
Dear David,
In response to your recent request, Mid-Peninsula Bank, subject to your acceptance and acknowledgement, hereby agrees to amend our Revolving Loan Agreement with Fresh Choice, Inc. dated October 5, 2001 (as amended June 3, 2002 and subsequently amended as of December 10, 2002, April 7, 2003, and August 13, 2003) as follows:
| • | Section 4.7 | Net Worth Ratio. |
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| At all times, maintain a ratio of Debt to Tangible Net Worth of not greater than 1.00 to 1.00. | |
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| • | Section 4.8 | Other Ratio. |
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| Maintain a ratio, as of the end of each fiscal quarter of Borrower, as measured on a rolling four fiscal quarter basis, of (x) the amount of Borrower’s annual Net Income adjusted to exclude any non-cash income and to exclude expenses for interest, taxes, depreciation, amortization, asset impairment, and restaurant opening costs; less the amount of dividends and distributions paid to shareholders of Borrower, to (y) the amount of the current portion of long-term obligations as reflected on Borrower’s most recent balance sheet date plus the amount of the interest expense for the preceding four fiscal quarters, that is equal to or greater than 1.50 to 1. Except as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Borrower as being true and correct. | |
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| • | Section 4.9 | Capital Expenditures. |
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| Not make Total Capital Expenditures in excess of $4,000,000.00 during the fiscal year ending December 28, 2003. | |
| • | Section 4.10 | Total Shareholder Equity. |
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| Maintain at all times a Tangible Net Worth in excess of $15,000,000.00. | |
Please sign and return the acknowledgement copy to this letter to me to confirm your acceptance of the above modifications on behalf of Fresh Choice, Inc. In addition, your acknowledgement will confirm to Mid-Peninsula Bank that, except as expressly changed by this agreement, the terms of the original obligations of Fresh Choice, Inc. to Mid-Peninsula Bank, including all agreements evidencing or securing the obligations, remain unchanged and in full force and effect.
| Sincerely, |
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| /s/ Joe Stafford |
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| Joe Stafford |
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Acknowledged and Accepted by:
Fresh Choice, Inc.
By:
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| /s/ David E. Pertl |
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| David E. Pertl, Senior Vice President & Chief Financial Officer |
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