First Amendment to Operating Agreement

EX-10.5.1 3 c69968exv10w5w1.txt FIRST AMENDMENT TO OPERATING AGREEMENT 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/ William W. Moreton By: /s/ Richard Postle --------------------------- ------------------------- William W. Moreton Richard Postle, 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 Greene Amelia Hanover Arlington Henrico Charles City King George Chesterfield King William Clarke Loudoun Culpepper Nottoway Dinwiddie Powhatan District of Columbia Prince George Fairfax Prince William Fauquier Spotsylvania Fluvanna Stafford Frederick Rockingham Goochland Warren Cities: Alexandria Fredericksburg Charlottesville Harrisonburg Falls Church Manassas Fairfax Richmond Or any other city in noted counties 3. The following counties located in Pennsylvania: Adams Lancaster Berks Lebanon Carbon Northhampton Cumberland Perry Dauphin 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 James City Virginia Beach Newport News York Norfolk Cities: Chesapeake Portsmouth Hampton Virginia Beach Newport News Williamsburg Norfolk Or any other city in noted counties