Amended Wells Fargo Credit Note, dated February 1, 2003



 Exhibit 10.1 
  
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 1, 2003, by and between GARDEN FRESH RESTAURANT
CORP., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”). 
  
 RECITALS 
  
 WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of November 1, 2002, as amended from time to time (“Credit Agreement”).

  
 WHEREAS, Bank and Borrower have agreed to certain changes in
the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes. 
  
 NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows: 
  

	1.	 	Sections 1.1. (c) and (d) are hereby renumbered as Sections 1.1. (d) and (e). 

  


	2.	 	The following is hereby added to the Credit Agreement as the new section 1.1. (c): 

  
 “(c) Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from
time to time during the term thereof to issue or cause an affiliate to issue standby or commercial letters of credit for the account of Borrower to accommodate various business needs including but not limited to insurance purposes (each, a
“Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Two Million dollars ($2,000,000.00) The form and
substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed there hundred sixty-five (365) days, as designated by Borrower; provided however, that no
Letter of Credit shall have an expiration date more than sixty (60) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings
thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a
Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, 








 
that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the
full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that
Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.” 
  
 3. The following is hereby added to the Credit Agreement as the new Section 1.2. (d): 
  
 “(d) Letter of Credit Fees. Borrower shall pay to Bank (i) fees upon the issuance of each Letter
of Credit equal to one and one quarter percent (1.25%) per annum (computed on the basis of a 360-day year, actual days elapsed) of the face amount thereof, and (ii) fees upon the payment or negotiation of each drawing under any Letter of Credit and
fees upon the occurrence of any other activity with respect to any Letter of Credit (including without limitation, the transfer, amendment or cancellation of any Letter of Credit) determined in accordance with Bank’s standard fees and charges
then in effect for such activity.” 
  
 4. Section 4.3.(d) is
hereby deleted in its entirety, and the following substituted therefor: 
  
 (d) not later than 60 days after and as of each December 30th and June 30th, a
report detailing store sales, margin and cash-flow with year to year comparisons for all stores;” 
  
 5. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. 
  
 6. Borrower hereby remakes all representations and warranties contained in
the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the
giving of notice or the passage of time or both would constitute any such Event of Default. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year
first written above. 
  

	 GARDEN FRESH RESTAURANT CORP.
	 	 	 	 WELLS FARGO BANK, NATIONAL ASSOCIATION

					
	 By:
	 	 /s/ David W. Qualls

	 	 	 	 By:
	 	 /s/ Alva Diaz


	 Title:
	 	 CFO
	 	 	 	 	 	 Alva Diaz

	 	 	 	 	 	 	 	 	 Vice President


  

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