exv10w1



 





Exhibit 10.1




FIRST MODIFICATION TO REVOLVING CREDIT AGREEMENT




     This FIRST MODIFICATION TO REVOLVING CREDIT AGREEMENT (“Agreement”) made
and entered into as of the 26th day of January, 2004, by and between PANERA,
LLC (“Borrower”), and BANK OF AMERICA, N.A., a national banking association
(“Lender”).



W I T N E S S E T H:




     WHEREAS, on December 19, 2003, Borrower and Lender consummated that
certain loan (the “Loan”) evidenced by a certain Revolving Credit Note dated
December 19, 2003 made by Borrower to the order of Lender in the original
principal amount of $10,000,000.00 (hereinafter “Note”) and that certain
Revolving Credit Agreement dated December 19, 2003, to and in favor of Lender
(the “Credit Agreement”);



     WHEREAS, Borrower and Lender have agreed to modify the Credit Agreement to
include exhibits as hereinafter provided.



     NOW, THEREFORE, for and in consideration of the above premises, Ten
Dollars in hand paid and other good and valuable consideration, the receipt and
sufficiency whereof are hereby acknowledged, Borrower and Lender hereby agree
as follows:



     1.           The Credit Agreement is hereby modified and amended by deleting Annex
I, Annex II and Annex III which are exhibits to the Credit Agreement and
inserting in lieu thereof Annex I, Annex II and Annex III attached hereto.



     2.           Except as modified and amended hereby, the Credit Agreement shall be
and remain in full force and effect and unchanged.



     3.           This Agreement may be executed in multiple counterparts each of which
shall be deemed to be an original and all such counterparts together shall
constitute one and the same instrument.



 









 





     IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
executed as of the day and year first above written.



	 	 	 	 	 
	

	 	BORROWER:
	 
	 	 	 	 
	

	 	PANERA, LLC, a Delaware limited liability company
	 
	 	 	 	 
	

	 	By:	 	           /s/ Mark Hood



	 

	 	 	 	Mark Hood, Senior Vice President and Chief Financial
Officer

	 
	 	 	 	 
	

	 	By:	 	           /s/ Neal Yanofsky



	

	 	 	 	Neal Yanofsky, Executive Vice President and Chief
Corporate and Administrative Staff Officer
	 
	 	 	 	 
	 

	 	Address:  6710 Clayton Road

                  St. Louis, Missouri 63117
	     
	 	 	 	 
	(Signatures continued on following page)








 









 






	 	 	 	 	 
	

	 	LENDER:
	 
	 	 	 	 
	

	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:	 	           /s/ Bobby Ryan Oliver, Jr.



	

	 	 	 	Name: Bobby Ryan Oliver, Jr.
	

	 	 	 	Title: Vice President







 









 










ANNEX I




JURISDICTION AND QUALIFICATION OF BORROWER




Panera, LLC




Jurisdiction – Delaware



Qualified in the following states –



	 	 	 	 	 	 	 	 	 
	State
	 	Date
	 	Registration No.

	Alabama
	 	 	12/4/02	 	 	 	N/A	 
	California
	 	 	4/23/03	 	 	 	200310910118	 
	Colorado
	 	 	3/15/03	 	 	 	20021065578 C	 
	Connecticut
	 	 	5/14/02	 	 	 	0002417967	 
	Florida
	 	 	1/25/02	 	 	 	M02000000226	 
	Georgia
	 	 	3/18/02	 	 	 	0213111	 
	Illinois
	 	 	3/21/02	 	 	 	F0068-621-2	 
	Indiana
	 	 	3/5/02	 	 	 	2002030500840	 
	Kansas
	 	 	3/14/02	 	 	 	3295459	 
	Kentucky
	 	 	2/26/02	 	 	 	0531874.06	 
	Maryland
	 	 	3/13/02	 	 	 	1000361986760829	 
	Massachusetts
	 	 	3/15/02	 	 	 	043212828	 
	Michigan
	 	 	12/11/02	 	 	 	B94-96D	 
	Minnesota
	 	 	3/14/02	 	 	3692-LFC
	Missouri
	 	 	5/13/02	 	 	 	FL0065355	 
	Nevada
	 	 	4/18/03	 	 	LLC5677-03
	New Hampshire
	 	 	5/14/02	 	 	 	N/A	 
	New Jersey
	 	 	12/4/02	 	 	 	0600156007	 
	New York
	 	 	3/4/02	 	 	 	N/A	 
	North Carolina
	 	 	3/4/02	 	 	 	0622471	 
	Ohio
	 	 	3/15/02	 	 	 	1306629	 
	Pennsylvania
	 	 	3/15/02	 	 	 	3059271	 
	South Carolina
	 	 	3/14/02	 	 	 	N/A	 
	Tennessee
	 	 	3/19/02	 	 	 	0423692	 
	Texas
	 	 	3/18/02	 	 	 	800065548	 
	Virginia
	 	 	2/20/02	 	 	 	T020141	 
	Washington
	 	 	8/25/03	 	 	 	602324284	 







 









 










ANNEX II




SUBSIDIARIES; JURISDICTION; QUALIFICATION




Artisan Bread, LLC




Jurisdiction – Delaware



Qualified in the following states –



Missouri



Asiago Bread, LLC



Jurisdiction – Delaware



Qualified in the following states –



None



Panera Enterprises, Inc.



Jurisdiction – Delaware



Qualified in the following states –



Grand Bahamas, The Bahamas



Pumpernickel Associates, LLC



Jurisdiction – Delaware



Qualified in the following states –



Missouri



Cap City Bread, LLC



Jurisdiction – Delaware



Qualified in the following states –



Missouri

Pennsylvania

Virginia



 









 












ANNEX III




INDEBTEDNESS; LIENS




None