# **Exhibit 10.62**

 

 

August 13, 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, herebyagrees to amend our Revolving Loan Agreement with Fresh Choice, Inc. datedOctober 5, 2001 (as amended June 3, 2002 and subsequently amended December 10,2002) as follows:

 

•                  **Section 4.8****                              OtherRatio.**

Maintain a ratio, as of the end of eachfiscal 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 anynon-cash income and to exclude expenses for interest, taxes, depreciation,amortization, asset impairment, and restaurant openingcosts; less the amount of dividends and distributions paid to shareholders ofBorrower, to (y) the amount of the current portion of long-term obligations asreflected on Borrower’s most recent balance sheet plus the amount of theinterest expense for the preceding four fiscal quarters, that is equal to orgreater than 2.00 to 1.  Except asprovided above, all computations made to determine compliance with therequirements contained in this paragraph shall be made in accordance withgenerally accepted accounting principles, applied on a consistent basis, andcertified by Borrower as being true and correct.

 

Please sign and return the acknowledgement copy to this letter to me toconfirm your acceptance of the above modifications on behalf of Fresh Choice,Inc.  In addition, your acknowledgementwill confirm to Mid-Peninsula Bank that, except as expressly changed by thisagreement, the terms of the original obligations of Fresh Choice, Inc. toMid-Peninsula Bank, including all agreements evidencing or securing theobligations, remain unchanged and in full force and effect.

 

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| Sincerely,                                                          |
|---------------------------------------------------------------------|
|                                                                |
|                                                                |
| /s/ Joe Stafford                                                    |   |
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| Joe Stafford                                                        |
| Senior Vice President                                               |
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| Acknowledged and Accepted by:                                       |
| Fresh Choice, Inc.                                                  |
| By:                                                                 |
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|                                                                |
| /s/ David E. Pertl                                                  |   |
| David E. Pertl, Senior Vice President & Chief Financial Officer |
|                                                                     |  |  |

 

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