EXHIBIT 10.5.1
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,
LLC and Capitol Dough, Inc. as the existing members of Cap City Bread, LLC
(hereinafter referred to as the "Members") to amend certain terms of the
Operating Agreement originally entered into as of October 7, 2001 (the
"Operating Agreement").
Each capitalized term which is used but not defined herein shall have
the same meaning ascribed thereto in the Operating Agreement.
The Members hereby agree that the Operating Agreement shall be amended
as follows:
1. Exhibit B to the Operating Agreement is hereby amended and restated
in its entirety to read as set forth in the attached Exhibit B-1. All
references to Exhibit B in the Operating Agreement shall be amended to
refer to Exhibit B-1 as set forth in this Amendment.
All other terms and conditions of the Operating Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, the Members of CAP CITY BREAD, LLC have
duly executed this Amendment to the Operating Agreement as of the date set forth
above.
MEMBERS:
Artisan Bread, LLC Capitol Dough, Inc.
By: Panera, LLC
Its sole member
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
--------------------------- -------------------------
Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxxx, President
Chief Financial Officer
EXHIBIT B-1
TERRITORY
The Territory shall consist only of the following areas:
1. The District of Columbia
2. The following counties located in northern Virginia and Richmond,
Virginia, which shall include the independent cities located within
their geographic boundaries, including but not limited to those cities
listed below:
Counties:
Albemarle Xxxxxx
Xxxxxx Hanover
Arlington Henrico
Xxxxxxx City King Xxxxxx
Chesterfield King Xxxxxxx
Xxxxxx Loudoun
Xxxxxxxxx Nottoway
Dinwiddie Powhatan
District of Columbia Prince Xxxxxx
Fairfax Prince Xxxxxxx
Xxxxxxxx Spotsylvania
Fluvanna Xxxxxxxx
Xxxxxxxxx Rockingham
Goochland Xxxxxx
Cities:
Alexandria Fredericksburg
Charlottesville Harrisonburg
Falls Church Manassas
Fairfax Richmond
Or any other city in noted counties
3. The following counties located in Pennsylvania:
Xxxxx Lancaster
Berks Lebanon
Carbon Northhampton
Cumberland Xxxxx
Xxxxxxx York
Lehigh
4. The following counties located in Virginia, which shall include the
independent cities located within their geographic boundaries,
including but not limited to those cities listed below:
Counties:
Chesapeake Poquoson
Hampton Suffolk
Xxxxx City Virginia Beach
Newport News York
Norfolk
Cities:
Chesapeake Portsmouth
Hampton Virginia Beach
Newport News Williamsburg
Norfolk
Or any other city in noted counties
