Panera Bread 2009 Annual Report Download - page 70

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to pay other material indebtedness or a change of control of the Company, as defined in the Amended and Restated
Credit Agreement.
The Amended and Restated Credit Agreement allows the Company from time to time to request that the credit
facility be further increased by an amount not to exceed, in the aggregate, $150.0 million, subject to receipt of lender
commitments and other conditions precedent. The Company has not exercised these requests for increases in
available borrowings as of December 29, 2009. The proceeds from the credit facility will be used for general
corporate purposes, including working capital, capital expenditures, and permitted acquisitions and share
repurchases.
As of December 29, 2009, the Company had no loans outstanding under the Amended and Restated Credit
Agreement. The Company incurred $0.4 million of commitment fees for the fiscal year ended December 29, 2009.
As of December 29, 2009, the Company was in compliance with all covenant requirements in the Amended and
Restated Credit Agreement, and accrued interest related to the commitment fees on the Amended and Restated
Credit Agreement was $0.1 million.
As of December 30, 2008, the Company had no loans outstanding under the Amended and Restated Credit
Agreement. The Company incurred $0.3 million of commitment fees and $1.2 million of interest for the fiscal year
ended December 30, 2008 and accrued interest related to the commitment fees on the Amended and Restated Credit
Agreement was $0.1 million. In connection with the amendment and restatement of the Original Credit Agreement,
the Company capitalized $1.2 million of debt issuance costs in fiscal 2008, which are being amortized over the life
of the Amended and Restated Credit Agreement.
12. Share Repurchase Program
On November 17, 2009, the Company’s Board of Directors approved a three year share repurchase program of
up to $600 million of the Company’s Class A common stock. The share repurchases may be effected from time to
time on the open market or in privately negotiated transactions and the Company may make such repurchases under
a Rule 10b5-1 Plan. Repurchased shares will be retired immediately and will resume the status of authorized but
unissued shares. The repurchase program may be modified, suspended, or discontinued by the Board of Directors at
any time. Under the share repurchase program, the Company repurchased a total of 27,429 shares of the Company’s
Class A common stock at a weighted-average price of $62.98 per share for an aggregate purchase price of
$1.7 million in fiscal 2009.
On November 27, 2007, in connection with a share repurchase program approved by the Company’s Board of
Directors on November 20, 2007, the Company entered into a written trading plan in compliance with Rule 10b5-1
under the Securities Exchange Act of 1934, as amended, to purchase up to an aggregate of $75.0 million of the
Company’s Class A common stock, subject to maximum per share purchase price. The Company entered into a
credit facility that initially provided for $75.0 million in secured loans to the Company. Proceeds from the credit
facility were used to finance the share repurchase program. See Note 11 for further information with respect to the
credit facility. Under the share repurchase program, the Company repurchased a total of 752,930 shares of its
Class A common stock at a weighted-average price of $36.02 per share for an aggregate purchase price of
$27.1 million during the fiscal year ended December 25, 2007. During the fiscal year ended December 30, 2008, the
Company repurchased a total of 1,413,358 shares of its Class A common stock at a weighted-average price of
$33.87 per share for an aggregate purchase price of $47.9 million, which completed its share repurchase program.
Shares repurchased under the program were retired immediately and resumed the status of authorized but unissued
shares.
In addition, the Company has repurchased shares of its Class A common stock through a share repurchase
program approved by its Board of Directors from participants of the Panera Bread 1992 Stock Incentive Plan and the
Panera Bread 2006 Stock Incentive Plan, which are netted and surrendered as payment for applicable tax
withholding on the vesting of their restricted stock. Shares so surrendered by the participants are repurchased
64
PANERA BREAD COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)