Execution Version


 


SECOND AMENDMENT TO CREDIT AGREEMENT



 


THIS SECOND AMENDMENT TO CREDIT AGREEMENT,
dated as of July 22, 2013 (this “Amendment”), is by and among JAMBA, INC., a Delaware corporation (the
“Parent”), JAMBA JUICE COMPANY, a California corporation (the “Borrower”), the Subsidiary
Guarantors party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”).


 


RECITALS


 


A.Reference is made to the Credit Agreement,
dated as of February 14, 2012, as amended by the First Amendment to Credit Agreement, dated as of November 1, 2012 (as amended,
modified or supplemented from time to time, the “Credit Agreement”), among the Parent, the Borrower, and the
Bank. Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement.


 


B.The Borrower has requested certain
amendments to the Credit Agreement, including without limitation, an increase in the aggregate revolving commitment thereunder
to $15,000,000. The Bank has agreed to make such amendments on the terms and conditions set forth herein.


 


STATEMENT OF AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


ARTICLE
I


 


Amendments
to CREDIT AGREEMENT


 


1.1Amendments to
Section 1.1 (Defined Terms) of the Credit Agreement. Section 1.1 of the Credit Agreement is amended as follows:


 


		(a)	The following defined terms are hereby added in appropriate alphabetical order:



 


“Consolidated EBITDAR” means, for
any period, the sum of Consolidated EBITDA plus Consolidated Rent Expense, for such period.


 


“Consolidated Fixed Charges” means,
as of any date of determination, the sum of (a) the current portion of long term Indebtedness as of such date, in accordance with
GAAP, plus (b) the current portion of Capitalized Leases as of such date, in accordance with GAAP, plus (c) consolidated
interest expense for the period of four fiscal quarters ending on such date, plus (d) income tax expense for the period
of four fiscal quarters ending on such date, plus (e) dividends paid on preferred stock for the period of four fiscal quarters
ending on such date.


 


“Consolidated Funded Indebtedness”
means, as of any date of determination, all Indebtedness of the Parent and its Subsidiaries, on a consolidated basis, as of such
date, other than Indebtedness described in clause (xi) of the definition thereof.


 






    	 



    	 



    

 


“Consolidated Leverage Ratio” means,
as of any date of determination, the ratio of (a) the sum of (i) Consolidated Funded Indebtedness as of such date plus (ii)
the product of Consolidated Rent Expense for the period of four fiscal quarters ending on such date multiplied by eight,
to (b) Consolidated EBITDAR for the period of four fiscal quarters ending on such date.


 


“Consolidated Rent Expense” means,
for any period, the sum of all rent, common area maintenance charges, property taxes, licenses and property insurance incurred
by the Parent and its Subsidiaries, on a consolidated basis, for such period.


 


“Consolidated Tangible Net Worth”
means, at any time, the aggregate of total stockholders' equity less any intangible assets and less Investments in Affiliates,
in each case, for the Parent and its Subsidiaries on a consolidated basis.


 


“Fixed Charge Coverage Ratio” means,
as of any date of determination, the ratio of (a) Consolidated EBITDA minus Capital Expenditures minus dividends
and other distributions (other than dividends paid on preferred stock), each for the period of four fiscal quarters ending on such
date, to (b) Consolidated Fixed Charges as of such date.


 


“Second Amendment Effective Date”
means July 22, 2013.


 


		(b)	The following defined terms are deleted in their entirety: “Cash Management Products Exposure”, “Dedicated
Deposit Account”, “Specified Amount”, and “Unencumbered Liquidity”.



 


		(c)	The defined terms “Applicable Margin”, “Consolidated EBITDA”, “Revolving Credit Exposure”,
“Revolving Credit Termination Date”, and “Unutilized Revolving Commitment” are deleted in their entirety
and replaced with the following:



 


“Applicable
Margin” means 2.50% per annum.


 


“Consolidated
EBITDA” means, for the Parent and its Subsidiaries, on a consolidated basis, for any period, the aggregate of (i) Consolidated
Net Income of the Parent and its Subsidiaries for such period, plus (ii) the sum of depreciation, amortization of intangible assets,
interest expense, and income tax expense, plus (iii) non-cash share based compensation expense, plus (iv) asset impairment losses,
measured as the amount by which the carrying value of an asset exceeds the fair value of the asset, plus (v) pre-store opening
costs for such period in an aggregate amount not to exceed $75,000 per store location and $750,000 for all store locations in any
period of four fiscal quarters, minus (vi) interest income, all to the extent taken into account in the calculation of Consolidated
Net Income of the Parent and its Subsidiaries for such period, minus, to the extent not already deducted in the calculation of
Consolidated Net Income for such period, all payments made pursuant to the Talbott Teas Earnout for such period.


 


“Revolving
Credit Exposure” means, at any time, the sum of (i) the aggregate principal amount of all Revolving Loans that are outstanding
at such time, (ii) the Stated Amount of each outstanding Letter of Credit and, without duplication of clause (i), all obligations
to reimburse the Bank for drawing under any Letter of Credit, in each case, at such time, and (iii) the Commercial Credit Card
Exposure at such time.


 


“Revolving
Credit Termination Date” means the date of the earliest to occur of the following: (i) July 22, 2016; and (ii) such earlier
date of termination of the Revolving Credit Commitment pursuant to Section 2.7 or 8.2(a).


 






    	 



    	 



    

 


“Unutilized
Revolving Commitment” means, at any time, the Revolving Credit Commitment at such time less the sum of (i) the aggregate
principal amount of all Revolving Loans outstanding at such time, (ii) the Stated Amount of each outstanding Letter of Credit and,
without duplication of clause (i), all obligations to reimburse the Bank for drawing under any Letter of Credit, in each case,
at such time, and (iii) the Commercial Credit Card Exposure at such time.


 


1.2Amendments to
Section 2.1 (Commitments) of the Credit Agreement. Section 2.1 of the Credit Agreement is amended and restated in its entirety
as follows:


 


2.1 Commitments.
(a)The Bank agrees, on the terms and conditions set forth herein, to make loans (each, a “Revolving Loan,”
and collectively, the “Revolving Loans”) to the Borrower, from time to time before the Revolving Credit Termination
Date; provided that, immediately after each Revolving Loan is made, the Revolving Credit Exposure shall not exceed $15,000,000.00
(as such figure may be reduced from time to time as provided in this Agreement, the “Revolving Credit Commitment”).
Subject to Section 3.2, the Borrower may borrow under this Section 2.1(a), repay or prepay Revolving Loans and reborrow
under this Section 2.1(a) at any time before the Revolving Credit Termination Date.


 


1.3Amendments to
Section 2.3 (Principal Payments; Maturity of Loans) of the Credit Agreement. Section 2.3(iii) of the Credit Agreement is amended
and restated in its entirety as follows:


 


(iii)In
part, immediately in the event that the Revolving Credit Exposure exceeds the Revolving Credit Commitment, in the amount of such
excess; provided that, to the extent such excess amount is greater than the aggregate principal amount of the Revolving Loans outstanding
immediately prior to the application of such repayment, the amount so repaid shall be retained by the Bank and held as cash collateral
for outstanding Letters of Credit and Commercial Credit Card Exposure, and thereupon such cash shall be deemed to reduce the aggregate
Revolving Credit Exposure by an equivalent amount.


 


1.4Amendments to
Section 2.6 (Fees) of the Credit Agreement.


 


		(a)	Section 2.6(b) of the Credit Agreement is amended and restated in its entirety as follows:



 


(b)The
Borrower agrees to pay to the Bank, an unused fee for each calendar quarter (or portion thereof) for the period from the date of
this Agreement to the Revolving Credit Termination Date, at a per annum rate of (i) 0.25%, or (ii) at any time the Borrower is
not utilizing a corporate card program with the Bank, 0.375%, in each case on the average daily aggregate Unutilized Revolving
Commitment, excluding clause (iii) of the definition of Unutilized Revolving Commitment for purposes of this Section 2.6(b)
only, payable in arrears (x) on the last Business Day of each calendar quarter, beginning with the first such day to occur after
the Closing Date, and (y) on the Revolving Termination Date.


 






    	 



    	 



    

 


		(b)	Section 2.6(c) of the Credit Agreement is amended and restated in its entirety as follows:



 


(c)The
Borrower agrees to pay to the Bank a letter of credit fee for each calendar quarter (or portion thereof) in respect of all Letters
of Credit outstanding during such quarter, at a per annum rate equal to 2.50% on the daily average aggregate Stated Amount of such
Letters of Credit, payable in arrears (i) on the last Business Day of each calendar quarter, beginning with the first such day
to occur after the Closing Date, and (ii) on the later of the Revolving Credit Termination Date and the date of termination of
the last outstanding Letter of Credit.


 


		(c)	A new Section 2.6(e) of the Credit Agreement is hereby added as follows:



 


(e)The
Borrower agrees to pay to the Bank a non-refundable second amendment upfront fee, in an aggregate amount equal to $45,000, which
fee shall be due and payable in the amount of $15,000 on each of the Second Amendment Effective Date and the first two anniversaries
of the Second Amendment Effective Date; provided that, if the Borrower has established and its utilizing a purchase card
program with the Bank on terms acceptable to the Bank on the date any installment of the foregoing fee is due and payable, such
installment due on such date shall be waived by the Bank and shall not be payable by the Borrower hereunder.


 


1.5Article VI (Financial
Covenants) of the Credit Agreement. Article VI of the Credit Agreement is amended and restated in its entirety as follows:


 


ARTICLE
VI

FINANCIAL COVENANTS


 


Until payment
in full of all Obligations of the Borrower to the Bank and the termination of the Revolving Credit Commitment, each of the Parent
and the Borrower covenants and agrees that it will not:


 


6.1Maximum
Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter to be greater
than the ratio set forth below opposite such fiscal quarter (or opposite the period that includes such fiscal quarter):


 


	

Period	Maximum Consolidated 

Leverage Ratio
	Fiscal quarter ending September 30, 2013	5.50 to 1.00
	Fiscal quarter ending December 31, 2013 through the fiscal quarter ending September 30, 2014	5.25 to 1.00
	Fiscal quarter ending December 31, 2014 through the fiscal quarter ending September 30, 2015	5.00 to 1.00
	Each fiscal quarter thereafter	4.75 to 1.00


 






    	 



    	 



    

 


6.2Minimum
Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio as of the last day of any fiscal quarter to be less than
1.50 to 1.00.


 


6.3Minimum
Consolidated Tangible Net Worth. Permit, at any time, Consolidated Tangible Net Worth to be less than $14,000,000.


 


1.6Amendments to
Section 7.17 (Dedicated Deposit Account) of the Credit Agreement. Section 7.17 of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:


 


7.17[Reserved]


 


1.7Amendments to
Section 8.2 (Remedies) of the Credit Agreement. Section 8.2(b) of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:


 


(b)Right
of Set-off. The Bank may, and is hereby authorized by the Borrower, at any time and from time to time, to the fullest extent
permitted by applicable laws, without advance notice to the Borrower (any such notice being expressly waived by the Borrower),
set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other
indebtedness at any time owing by the Bank or any of its Affiliates to or for the credit or the account of the Borrower against
any or all of the Obligations of the Borrower under this Agreement or the other Credit Documents now or hereafter existing, whether
or not such obligations have matured. The Bank agrees promptly to notify the Borrower after any such set-off or application; provided,
however, that the failure to give such notice shall not affect the validity of such set-off and application.


 


1.8Amendments to
Section 9.3 (Notices) of the Credit Agreement. The notice information for the Bank in Section 9.3 of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:


 


	 	Bank	Wells Fargo Bank, National Association
	 	 	301 S. Tryon Street, 28th Floor
	 	 	Charlotte, NC 28288
	 	 	Attention: Cavan J. Harris
	 	 	Telephone:  (704) 383-6423
	 	 	Fax:  (704) 374-6483
	 	 	 
	 	 	with a copy to:
	 	 	 
	 	 	Moore & Van Allen PLLC
	 	 	100 N. Tryon Street, Suite 4700
	 	 	Attn: Mac McBryde
	 	 	Telecopy No.:  (704) 378-1944


 






    	 



    	 



    

 


1.9Amendments to
Exhibit B (Compliance Certificate) to the Credit Agreement. Exhibit B to the Credit Agreement is hereby amended in its entirety
as set forth on Appendix I to this Amendment.


 


ARTICLE II


 


REPRESENTATIONS
AND WARRANTIES


 


Each Credit Party hereby represents and
warrants to the Bank as follows:


 


2.1Representations and Warranties.
After giving effect to this Amendment, each of the representations and warranties of the Credit Parties contained in the Credit
Agreement and each other Credit Document is true and correct in all material respects (except for such representations and warranties
that are qualified as to materiality, which shall be true and correct in all respects) on and as of the date hereof with the same
effect as if made on and as of the date hereof (except to the extent any such representation or warranty is expressly stated to
have been made as of a specific date, in which case such representation or warranty shall be true and correct, or true and correct
in all material respects, as applicable, as of such date).


 


2.2No Default. After giving effect
to this Amendment, no Default or Event of Default has occurred and is continuing.


 


2.3Authorization. The execution,
delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the corporate authority
of each Credit Party, (ii) have been duly authorized by all necessary corporate action of the each Credit Party, (iii) do
not and will not violate any provision of law, statute, rule or regulation to which any Credit Party is subject or any judgment,
order, writ, injunction, license or permit applicable to any Credit Party, (iv) do not violate or breach any provision of
the governing documents of any Credit Party, and (v) do not violate or breach any agreement or other instrument binding upon any
Credit Party, in each case under this clause (v) where such violation or breach, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


 


2.4Governmental Approvals. The
execution, delivery and performance of this Amendment by each Credit Party do not require the approval or consent of, or filing
with, any Governmental Authority, except such approvals or consents as have been obtained and are in full force and effect and
such filings as have been made.


 


2.5Enforceability. This Amendment
has been duly executed and delivered by the each Credit Party and constitutes each Credit Party’s legal, valid and binding
obligation, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity
and conflicts of laws or by bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to
or affecting the enforcement of creditors’ rights.


 






    	 



    	 



    

 


ARTICLE
III


 


conditions
OF EFFECTIVENESS


 


This Amendment shall become effective as
of the date hereof (the “Second Amendment Effective Date”) when, and only when, each of the following conditions
precedent shall have been satisfied:


 


(a)The Bank shall have received from
each party hereto either (i) a counterpart of this Amendment signed on behalf of each Credit Party and the Bank, or (ii) written
evidence satisfactory to the Bank (which may include facsimile or other electronic image scan transmission of a signed signature
page of this Amendment) that each such party has signed a counterpart of this Amendment.


 


(b)The Bank shall have received a second
amended and restated Revolving Note, duly executed by the Borrower for the account of the Bank.


 


(c)The Bank shall have received an opinion
of counsel to the Parent and its Subsidiaries dated as of the Second Amendment Effective Date and addressed to the Bank, in form
and substance reasonably satisfactory to the Bank.


 


(d)The Bank shall have received a certificate
of the secretary or an assistant secretary of each of the Parent and each of its Subsidiaries as of the Second Amendment Effective
Date, dated as of the Second Amendment Effective Date and in form and substance reasonably satisfactory to the Bank, certifying,
in a form acceptable to Bank, (i) the articles or certificate of incorporation, certificate of formation or other organizational
document and all amendments thereto of such party, (ii) the bylaws, operating agreement or similar governing document of such party,
as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted
to and including the date of such certificate, (iii) a true and complete copy of resolutions adopted by the board of directors
(or similar governing body) of such party, authorizing the execution, delivery and performance of this Agreement and the other
Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such
party executing this Amendment, and attaching all such copies of the documents described above.


 


(e)The Bank shall have received a certificate
as of a recent date of the good standing of each of the Parent and each of its Subsidiaries as of the Second Amendment Effective
Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of
such jurisdiction.


 


(f)The Bank shall have received certified
reports from an independent search service satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code
financing statement that names the Parent or the Borrower as debtor in any of the jurisdictions listed beneath its name on Schedule
I to the Security Agreement, and the results thereof shall be reasonably satisfactory to the Bank.


 


(g)The Bank shall have received updated
certificates of insurance evidencing the insurance coverages described on Schedule 4.16 and all other or additional coverages required
under the Security Documents and naming the Bank as loss payee or additional insured, as its interests may appear.


 


(h)The Bank shall have received payment
of (i) all fees due and payable on the Second Amendment Effective Date, and (ii) all other fees and other amounts due and payable
on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses (including fees, charges and disbursements of counsel to the Bank) required to be reimbursed or paid by the Borrower under
the Credit Agreement, this Amendment or any other Credit Document.


 






    	 



    	 



    

 


ARTICLE
IV


 


AFFIRMATION
OF OBLIGATIONS


 


4.1Affirmation of Obligations.
Each Credit Party hereby approves and consents to the amendments contemplated by this Amendment and agrees that its obligations
under the Credit Documents to which it is a party shall not be diminished as a result of the execution of this Amendment. This
acknowledgement by each Credit Party is made and delivered to induce the Bank to enter into this Amendment, and each Credit Party
acknowledges that the Bank would not enter into this Amendment in the absence of the acknowledgements contained herein.


 


4.2Liens. Each Credit Party hereby
ratifies and confirms the grant of a security interest in and Lien on the Collateral contained in the Security Documents that were
executed in connection with the Credit Agreement, which security interest and Lien shall continue in full force and effect without
interruption.


 


ARTICLE
V


 


MISCELLANEOUS


 


5.1Release. In consideration
of the Bank's willingness to enter into this Amendment, the Credit Parties hereby release the Bank and each of its respective officers,
employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages
and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that
any of the foregoing arises from any action or failure to act solely in connection with the Credit Documents on or prior to the
date hereof.


 


5.2Governing Law. This Amendment
shall be governed by and construed and enforced in accordance with the laws of the State of New York (including Sections 5-1401
and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).


 


5.3Full Force and Effect. Except
as expressly amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof
on the date hereof. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and
words of similar import shall, unless the context otherwise requires, mean the Credit Agreement after amendment by this Amendment.
Any reference to the Credit Agreement or any of the other Credit Documents herein or in any such documents shall refer to the Credit
Agreement and Credit Documents as amended hereby. This Amendment is limited as specified and shall not constitute or be deemed
to constitute an amendment, modification or waiver of any provision of the Credit Agreement except as expressly set forth herein.
This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.


 


5.4Expenses. The Borrower agrees
on demand (i) to pay all reasonable fees and expenses of counsel to the Bank, and (ii) to reimburse the Bank for all reasonable
out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation, execution and delivery of this
Amendment and the other Credit Documents delivered in connection herewith.


 


5.5Severability. To the extent
any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall
be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating
such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction.


 






    	 



    	 



    

 


5.6Successors and Assigns. This
Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns
of the parties hereto.


 


5.7Construction. The headings
of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in any way affect
the meaning or construction of any of the provisions hereof.


 


5.8Counterparts. This Amendment
may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed
and delivered shall be an original, but all of which shall together constitute one and the same instrument.


 


[Signature Page to Follow]


 






    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to Credit Agreement to be executed by their duly authorized officers as of the date first above written.


 


	 	THE BORROWER:
	 	 	 
	 	JAMBA JUICE & COMPANY
	 	 	 
	 	 	 
	 	By:	/s/ Karen Luey
	 	Name: 	Karen Luey
	 	Title:	Executive Vice President, Chief Financial Officer,
Chief Accounting Officer and Secretary
	 	 	 
	 	 	 
	 	THE PARENT:
	 	 	 
	 	JAMBA, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Karen Luey
	 	Name: 	Karen Luey
	 	Title:	Executive Vice President, Chief Financial Officer,
Chief Accounting Officer and Secretary
	 	 	 
	 	 	 
	 	THE SUBSIDIARY GUARANTORS:
	 	 	 
	 	JAMBA JUICE ADVERTISING FUND INC.
	 	 	 
	 	 	 
	 	By:	/s/ Karen Luey
	 	Name: 	Karen Luey
	 	Title:	Executive Vice President, Chief Financial Officer,
Chief Accounting Officer and Secretary
	 	 	 
	 	 	 
	 	TALBOTT TEAS INC.
	 	 	 
	 	 	 
	 	By:	/s/ Karen Luey
	 	Name: 	Karen Luey
	 	Title:	Executive Vice President, Chief Financial Officer,
Chief Accounting Officer and Secretary


 


 


 


 





Signature Page to Second Amendment


Jamba Juice Company 


 






    	 



    	 



    

 


	 	THE BANK:
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:	/s/ Cavan J. Harris
	 	Name: 	Cavan J. Harris
	 	Title:	Senior Vice President 


 


 


 


 





Signature Page to Second Amendment


Jamba Juice Company