exv10w2



 








Exhibit 10.2




SECOND MODIFICATION TO REVOLVING CREDIT AGREEMENT




     This SECOND MODIFICATION TO REVOLVING CREDIT AGREEMENT (“Agreement”) made
and entered into as of the 26th day of March 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 and that certain Revolving Credit Agreement
dated December 19, 2003, to and in favor of Lender and on the 26th day of
January, 2004 entered into a First Modification to Revolving Credit Agreement,
(as amended 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 the
first paragraph of Section 2.1(j)(1) and substituting in lieu therefore the
following:



     (j) Determination of Applicable Margin.



The Applicable Margin in respect of any Base Rate Loan or LIBOR Base Loan, as
applicable, shall be determined as of the last day of the immediately preceding
fiscal quarter by reference to the table set forth below on the basis of the
type of Loan and the Adjusted Total Leverage Ratio determined by reference to
the most recent financial statements delivered pursuant to Section 5.1(a) or
5.1(b). For purposes of this Section 2.1(j)(1), Funded Debt shall not include
the commitments and contingent liabilities relative to the operating leases for
the former Au Bon Pan Division and its franchisees or the franchisee leases
which are described in Note 9 found on page 40 of the 2002 Panera Bread Company
annual report.



     2. The Credit Agreement is hereby further modified and amended by
deleting Section 6.2 in its entirety and substituting in lieu therefore the
following:




     6.2            Maximum Adjusted Total Leverage Ratio. For each twelve-month
period ending on the last day of each fiscal quarter of the Borrower, the
Borrower shall maintain a maximum Adjusted Total Leverage Ratio of 3.00
to 1.00. For purposes of this Section 6.2, Funded Debt shall not include
the commitments and contingent liabilities relative to the operating
leases for the former Au Bon Pan Division and its franchisees or the
franchisee leases which are described in Note 9 found on page 40 of the
2002 Panera Bread Company annual report.



     3. This Amendment shall be deemed effective as of the 27th day of
December, 2003.



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



     5.
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, Chief Financial Officer

	 
	 	 	 	 
	

	 	By:	 	         /s/ Neal Yanofsky



Neal Yanofsky, Executive Vice President, Chief
Administrative and Corporate 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