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PANERA BREAD CO FILES (8-K) Disclosing Entry into a Material Definitive Agreement

June 12, 2014

Item 1.01. Entry into a Material Definitive Agreement. On June 11, 2014, Panera Bread Company (the "Company") entered into a term loan agreement (the "Term Loan Agreement"), by and among the Company, as borrower, Bank of America, N.A. ("Bank of America"), as administrative agent, and each lender from time to time party thereto. The Term Loan Agreement provides for an unsecured term loan in the amount of $100 million and provides that the Company may select the interest rates under the loan equal to (1) LIBOR plus the "Applicable Rate" for LIBOR loans (which is an amount ranging from 1.00% to 1.50% depending on the Company's consolidated leverage ratio) or (2) the "Base Rate" (which is defined as the higher of the Bank of America prime rate, the Federal funds rate plus 0.50%, or LIBOR plus 1.00%) plus the "Applicable Rate" for Base Rate loans (which is an amount ranging from 0.00% to 0.50% depending on the Company's consolidated leverage ratio). The Company's obligations under the term loan are guaranteed by certain of its direct and indirect subsidiaries. The Term Loan Agreement also allows the Company from time to time to request that the loan be further increased by an amount not to exceed, in the aggregate, $150 million, subject to the arrangement of additional commitments with financial institutions acceptable to the Company and Bank of America and other customary terms and conditions. The Term Loan Agreement contains customary representations and warranties, as well as affirmative and negative covenants. The negative covenants include restrictions on liens, investments in foreign subsidiaries, indebtedness of subsidiaries of the Company, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The Term Loan Agreement contains various financial covenants that, among other things, require the maintenance of certain leverage and fixed charge coverage ratios. The loan will become due on June 11, 2019, subject to acceleration upon certain specified events of defaults, including breaches of representations or covenants, failure to pay other material indebtedness or a change of control of the Company, as defined in the Term Loan Agreement. The Company expects to use the loan for general corporate purposes. A copy of the Term Loan Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference as if fully set forth herein. The description of the Term Loan Agreement set forth above is qualified in its entirety by reference to the full text of the Term Loan Agreement filed herewith. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant



The information in "Item 1.01. Entry Into a Material Definitive Agreement" of this Current Report on Form 8-K related to the Company's entry into the Term Loan Agreement, is incorporated herein by reference. Items 8.01. Other Events

On June 12, 2014, the Company issued a press release announcing the entry into the Term Loan Agreement. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Items 9.01. Financial Statements and Exhibits

(d) Exhibits Exhibit No. Exhibit 10.1 Term Loan Agreement, dated as of June 11, 2014 by and among Panera Bread Company, as borrower, Bank of America, N.A., as administrative agent, and each lender party thereto. 99.1 Press Release, dated June 12, 2014



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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PANERA BREAD COMPANY



Date: June 12, 2014 By: /s/ Roger C. Matthews, Jr.

Name: Roger C. Matthews, Jr. Title: Executive Vice President, Chief Financial Officer



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Exhibit Index Exhibit No. Exhibit 10.1 Term Loan Agreement, dated as of June 11, 2014 by and among Panera Bread Company, as borrower, Bank of America, N.A., as administrative agent, and each lender party thereto. 99.1 Press Release, dated June 12, 2014


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