AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 6th, 1998 • Au Bon Pain Co Inc • Retail-eating places
Exhibit 4.1.8 ----------------------------------------------------------------- --------------- FIFTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT --------------------------------------------------------------...Revolving Credit Agreement • April 10th, 2000 • Panera Bread Co • Retail-eating places • Massachusetts
EXHIBIT 10.6.18 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement is made as of this 29th day of October, 2002 by and between Paul Twohig, a Seattle, Washington resident ("Mr. Twohig") and Panera, LLC, a Delaware corporation ("the...Executive Employment Agreement • March 28th, 2003 • Panera Bread Co • Retail-eating places • Massachusetts
1 FOURTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Fourth Amendment and Waiver to Amended and Restated Revolving Credit and Term Loan Agreement dated as of November 22, 1996 (the "Fourth Amendment"), by and...Loan Agreement • March 31st, 1997 • Au Bon Pain Co Inc • Retail-eating places • Massachusetts
ARTICLE 1 TERMS OF SALEAsset Purchase Agreement • March 27th, 1998 • Au Bon Pain Co Inc • Retail-eating places • Missouri
1 ----------------------------------------------------------------------------- --- SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT --------------------------------------------------------------------- -----------...Au Bon Pain Co Inc • March 31st, 1997 • Retail-eating places • Massachusetts
andRights Agreement • November 1st, 1996 • Au Bon Pain Co Inc • Retail-eating places • Delaware
1 THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE SECURITIES LAWS. THIS DEBENTURE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN...Au Bon Pain Co Inc • March 31st, 1997 • Retail-eating places • New York
AMENDMENT OF RIGHTS AGREEMENTRights Agreement • February 2nd, 1999 • Au Bon Pain Co Inc • Retail-eating places • Delaware
Exhibit 10.6.8.1 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT ("Amendment") is made this 17th day of November, 1999, by and between Thomas R. Howley ("Employee") and Panera Bread Company (formerly known...Executive Employment Agreement • April 24th, 2000 • Panera Bread Co • Retail-eating places
Projected New Cafe Capital Expenditures. Those Consolidated New Cafe Capital Expenditures of the Borrowers and their Subsidiaries anticipated by the Borrowers and their Subsidiaries to be incurred in connection with the opening of new bakery cafes or...Credit and Term Loan Agreement • March 31st, 1997 • Au Bon Pain Co Inc • Retail-eating places • Massachusetts
ARTICLE I DEFINITIONSRegistration Rights Agreement • March 31st, 1997 • Au Bon Pain Co Inc • Retail-eating places • New York
EXHIBIT 10.6.5Executive Employment Agreement • April 26th, 1999 • Au Bon Pain Co Inc • Retail-eating places • Massachusetts
Exhibit 4.1.2 AMENDED AND RESTATED REVOLVING CREDIT NOTE $18,666,666.67 as of February 13, 1998 FOR VALUE RECEIVED, the undersigned, AU BON PAIN CO., INC., a Delaware corporation, SAINT LOUIS BREAD COMPANY, INC., a Delaware corporation, and ABP...Au Bon Pain Co Inc • March 27th, 1998 • Retail-eating places
This Note evidences borrowings under and has been issued pursuant to, is entitled to the benefits of, and is subject to, the provisions of the Credit Agreement. This Note is executed and delivered in substitution for, and as an amendment and replacement of, that certain Amended and Restated Revolving Credit Note dated as of September 6, 1995 (the "Original Note") issued by the Borrowers to the Bank under the Credit Agreement as previously in effect. Nothing herein or in any other document shall be construed to constitute payment of such Original Note or to release or terminate any security interest granted to secure the obligations evidenced thereby. The principal of this Note is subject to prepayment in whole or in part in the manner and to the extent specified in the Credit Agreement.
Exhibit 4.1.3 AMENDED AND RESTATED REVOLVING CREDIT NOTE $9,333,333.33 as of February 13, 1998 FOR VALUE RECEIVED, the undersigned, AU BON PAIN CO., INC., a Delaware corporation, SAINT LOUIS BREAD COMPANY, INC., a Delaware corporation, and ABP MIDWEST...Au Bon Pain Co Inc • March 27th, 1998 • Retail-eating places
This Note evidences borrowings under and has been issued pursuant to, is entitled to the benefits of, and is subject to, the provisions of the Credit Agreement. This Note is executed and delivered in substitution for, and as an amendment and replacement of, that certain Amended and Restated Revolving Credit Note dated as of September 6, 1995 (the "Original Note") issued by the Borrowers to the Bank under the Credit Agreement as previously in effect. Nothing herein or in any other document shall be construed to constitute payment of such Original Note or to release or terminate any security interest granted to secure the obligations evidenced thereby. The principal of this Note is subject to prepayment in whole or in part in the manner and to the extent specified in the Credit Agreement.
CREDIT AGREEMENT Dated as of November 27, 2007 among PANERA BREAD COMPANY as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole...Credit Agreement • December 3rd, 2007 • Panera Bread Co • Retail-eating places • New York
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered within two (2) Business Days after when due in accordance with such Section, then Pricing Level V shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered.
1 THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED IN A TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE...Stock Purchase Warrant • March 31st, 1997 • Au Bon Pain Co Inc • Retail-eating places • Delaware
BY AND AMONGStock Purchase Agreement • August 21st, 1998 • Au Bon Pain Co Inc • Retail-eating places • Massachusetts
OPERATING AGREEMENT FOR CAP CITY BREAD, LLC A DELAWARE LIMITED LIABILITY COMPANYOperating Agreement • March 22nd, 2002 • Panera Bread Co • Retail-eating places • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 7, 2008 among PANERA BREAD COMPANY, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto, BANC OF AMERICA...Credit Agreement • March 13th, 2008 • Panera Bread Co • Retail-eating places • New York
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered within two (2) Business Days after when due in accordance with such Section, then Pricing Level V shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered.
AGREEMENT AND PLAN OF MERGER By and Among PANERA BREAD COMPANY, RYE PARENT CORP., RYE MERGER SUB, INC. And JAB HOLDINGS B.V. Dated as of April 4, 2017Agreement and Plan of Merger • April 5th, 2017 • Panera Bread Co • Retail-eating places • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 4, 2017, by and among Panera Bread Company, a Delaware corporation (the “Company”), Rye Parent Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (the “HoldCo”), the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”.
1 THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE SECURITIES LAWS. THIS DEBENTURE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN...Au Bon Pain Co Inc • March 31st, 1997 • Retail-eating places • New York
1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made this 5th day of October, 1996, by and between Robert Taft ("Employee") and Au Bon Pain, Co., Inc., a Delaware corporation with a principal place of business in...Executive Employment Agreement • March 31st, 1997 • Au Bon Pain Co Inc • Retail-eating places • Massachusetts
AU BON PAIN CO., INC. SAINT LOUIS BREAD COMPANY, INC. ABP MIDWEST MANUFACTURING CO., INC. INVESTMENT AGREEMENTInvestment Agreement • March 31st, 1997 • Au Bon Pain Co Inc • Retail-eating places • New York
FIRST AMENDMENT TO OPERATING AGREEMENT FOR CAP CITY BREAD, LLC A DELAWARE LIMITED LIABILITY COMPANY This First Amendment to the Operating Agreement for Cap City Bread, LLC (this "Amendment") is made as of the 5th day of March, 2002, by Artisan Bread,...Operating Agreement • June 3rd, 2002 • Panera Bread Co • Retail-eating places
EXHIBIT 4.1.1 REVOLVING CREDIT AGREEMENT dated as of December 26, 2000Revolving Credit Agreement • March 28th, 2001 • Panera Bread Co • Retail-eating places • Tennessee
Affiliate" shall mean, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of determining whether a Person is an Affiliate, the term "control" shall...Bakery Product Supply Agreement • March 21st, 2003 • Panera Bread Co • Retail-eating places • Missouri
EMPLOYEE AND CONSULTANT NON-QUALIFIED STOCK OPTION AGREEMENT PANERA BREAD COMPANYEmployee and Consultant Non-Qualified Stock Option Agreement • September 1st, 2005 • Panera Bread Co • Retail-eating places • Delaware
AGREEMENT made as of the ___day of ___, 2005, between Panera Bread Company the “Company”), a Delaware corporation having a principal place of business in Richmond Heights, Missouri, and «First_Name» «Last_Name» (the “Participant”).
EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made this 16th day of June, 1998, by and between Sam Yong ("Employee") and Au Bon Pain, Co., Inc., a Delaware corporation with a principal place of business in Boston,...Executive Employment Agreement • August 25th, 1998 • Au Bon Pain Co Inc • Retail-eating places • Massachusetts
CREDIT AGREEMENT Dated as of July 16, 2015, among PANERA BREAD COMPANY, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • July 21st, 2015 • Panera Bread Co • Retail-eating places • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 16, 2015, among PANERA BREAD COMPANY, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 20th, 2016 • Panera Bread Co • Retail-eating places
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of April 14, 2016 is made by and among PANERA BREAD COMPANY, a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as administrative agent for the Lenders (defined below) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Credit Agreement as defined below.
August 12, 1998Au Bon Pain Co Inc • August 21st, 1998 • Retail-eating places • Massachusetts
PANERA, LLC CONFIDENTIAL AND PROPRIETARY INFORMATION AND NON-COMPETITION AGREEMENTConfidential and Proprietary Information and Non-Competition Agreement • September 1st, 2005 • Panera Bread Co • Retail-eating places • Massachusetts
I, «FirstName» «LastName» , in consideration of the offer of employment to me by Panera, LLC (“Panera” and/or “Company”) or to continue employment with Panera, as the case may be, and the compensation and other consideration that may hereafter be paid to me, agree to the following:
EXHIBIT 10.12 LEASE AND CONSTRUCTION EXHIBIT THE ESQUIRE OFFICE BUILDING I. BASIC LEASE PROVISIONS A. BUILDING: The Esquire Office Building 6710 Clayton Road St. Louis, Missouri 63117 B. LANDLORD and ADDRESS: Bachelor Foods, Inc., a Kentucky...Panera Bread Co • March 28th, 2001 • Retail-eating places • Missouri
PANERA BREAD COMPANY NON-COMPETITION AGREEMENTNon-Competition Agreement • April 5th, 2017 • Panera Bread Co • Retail-eating places • Missouri
Non-Competition Agreement (the “Agreement”), dated as of April 4, 2017, by and between Panera Bread Company, a Delaware corporation (together with its affiliates, the “Company”), with its principal offices at 3630 South Geyer Road, St. Louis, Missouri 63127, and Ronald M. Shaich (“Executive”).
