**Exhibit10.61**

 

April 7, 2003

 

David E. Pertl, SeniorVice President & Chief Financial Officer

Fresh Choice, Inc.

485 Cochrane Circle

Morgan Hill, Ca 95037

 

Dear David,

 

In response to yourrecent 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 amendedDecember 10, 2002) as follows:

 

•                  **Section 4.7                    Net Worth Ratio.**

At all times, maintain a ratio of Debt to TangibleNet Worth of not greater than 0.80 to 1.00.

 

•                  **Section 4.8                    OtherRatio.**

Maintaina ratio, as of the end of each fiscal quarter of Borrower, as measured on arolling four fiscal quarter basis, of (x) the sum of Borrower’s annual earningbefore interest, taxes, depreciation, asset impairment and amortization expenses (but excluding anynon-cash income) less dividends and distributions paid to shareholders ofBorrower, to (y) the amount of current portion of long-term obligations as reflectedon Borrower’s most recent balance sheet date plus the amount of the interestexpense for the preceding four fiscal quarters, of 2.00 to 1.00.  Except as provided above, all computationsmade to determine compliance with the requirements contained in this paragraphshall be made in accordance with generally accepted accounting principles,applied on a consistent basis, and certified by Borrower as being true andcorrect.

 

•                  **Section 4.9                    CapitalExpenditures.**

Not make Total Capital Expenditures in excess of$5,000,000.00 during the fiscal year ending December 28, 2003.

 

•                  **Section 4.10                 TotalShareholder Equity.**

Maintain at all times a Tangible Net Worth in excessof $20,000,000.00.

 

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Please sign and returnthe acknowledgement copy to this letter to me to confirm your acceptance of theabove modifications on behalf of Fresh Choice, Inc.  In addition, your acknowledgement will confirm to Mid-PeninsulaBank that, except as expressly changed by this agreement, the terms of theoriginal obligations of Fresh Choice, Inc. to Mid-Peninsula Bank, including allagreements evidencing or securing the obligations, remain unchanged and in fullforce and effect.

 
| Sincerely,                                                           |
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| /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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