CREDIT AGREEMENT Dated as of October 9, 2012 among BOJANGLES’ RESTAURANTS, INC., as the Borrower, BHI INTERMEDIATE HOLDING CORP., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER LENDERS PARTY...Credit Agreement • March 11th, 2015 • Bojangles', Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 9, 2012, among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDMENT NO. 1Credit Agreement • January 12th, 2015 • Bojangles', Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 9, 2012, among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDMENT NO. 1Credit Agreement • April 6th, 2015 • Bojangles', Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 9, 2012, among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
BOJANGLES’, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2016 • Bojangles', Inc. • Retail-eating places • New York
AGREEMENT AND PLAN OF MERGER by and among WALKER PARENT, INC., WALKER MERGER SUB, INC., and BOJANGLES’, INC. Dated as of November 5, 2018Agreement and Plan of Merger • November 9th, 2018 • Bojangles', Inc. • Retail-eating places • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2018 (this “Agreement”), by and among Walker Parent, Inc., a Delaware corporation (“Parent”), Walker Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Bojangles’, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • December 21st, 2017 • Bojangles', Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (as amended, amended and restated, restated, supplemented, modified or otherwise in effect from time to time, this “Agreement”) is entered into as of October 9, 2012, among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BOJANGLES’, INC. (AS SUCCESSOR IN INTEREST TO BHI INTERMEDIATE HOLDING CORP.), a Delaware corporation (“Holdings”, as further defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDMENT NO. 4Credit Agreement • September 28th, 2015 • Bojangles', Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 9, 2012, among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BOJANGLES’, INC. (AS SUCCESSOR IN INTEREST TO BHI INTERMEDIATE HOLDING CORP.), a Delaware corporation (“Holdings”, as further defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
BHI HOLDING CORP. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • April 6th, 2015 • Bojangles', Inc. • Retail-eating places • Delaware
THIS AGREEMENT (the “Award Agreement”), is made effective as of the 17th day of April, 2012 (the “Date of Grant”), by and between BHI Holding Corp., a Delaware corporation (the “Company”), and Kenneth E. Avery (the “Participant”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE BOJANGLES’, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLANIncentive Stock Option Agreement • June 11th, 2015 • Bojangles', Inc. • Retail-eating places • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made between Bojangles’, Inc., a Delaware corporation (the “Company”), and [ ] (the “Optionee”).
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE BOJANGLES’, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLANNon-Qualified Stock Option Agreement • June 11th, 2015 • Bojangles', Inc. • Retail-eating places • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made between Bojangles’, Inc., a Delaware corporation (the “Company”), and [ ] (the “Optionee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2015 • Bojangles', Inc. • Retail-eating places • North Carolina
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered by and between BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (“Employer” or “Company”), BOJANGLES’ INTERNATIONAL, LLC (“BI”), a Delaware limited liability company; and BHI EXCHANGE, INC., (“BHI”) a Delaware Corporation and ERIC M. NEWMAN (“Employee”), effective as of August 18, 2012, (the “Effective Date”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE BOJANGLES’, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLANRestricted Stock Award Agreement • April 27th, 2015 • Bojangles', Inc. • Retail-eating places • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by and between Bojangles’, Inc. (the “Company”) and (the “Participant”).
Kenneth E. Avery Fort Mill, SC 29715Bojangles', Inc. • January 12th, 2015 • Retail-eating places
In recognition of your years of service with Bojangles’ Restaurants, Inc. (the “Company”) and to provide you with some additional comfort in connection with the Company’s search for a new Chief Executive Officer, the Company has decided that you will be eligible to receive the severance payments described in this letter agreement (the “Agreement”) upon a termination of your employment under the circumstances described in the Agreement, subject to the terms and conditions of the Agreement.
December 30, 2013Bojangles', Inc. • January 12th, 2015 • Retail-eating places • Delaware
We are pleased to offer you the position of Non-Executive Chairman of BHI Holding Corp. (the “Company”) effective as of February 1, 2014 (“Effective Date”). The purpose of this letter agreement is to confirm the terms of your appointment as Non-Executive Chairman of the Board of Directors of the Company (the “Board”) and the obligations of the Company to provide you with certain fees and expense reimbursement rights while you are Non-Executive Chairman of the Board (the “Non-Executive Chairman”).
Award Agreement for Restricted Stock Units under the Bojangles’, Inc. Amended and Restated 2011 Equity Incentive PlanAward Agreement • June 11th, 2015 • Bojangles', Inc. • Retail-eating places • Delaware
THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made by Bojangles’, Inc. (the “Company”) to the participant named on the grant schedule attached hereto (the “Grantee”), dated as of the date set forth on the grant schedule attached hereto (the “Grant Date”).
STOCKHOLDERS’ AGREEMENT BY AND AMONG BHI HOLDING CORP. AND ITS STOCKHOLDERS August 18, 2011Joinder Agreement • April 6th, 2015 • Bojangles', Inc. • Retail-eating places • Delaware
AGREEMENT AND RELEASEAgreement and Release • May 11th, 2017 • Bojangles', Inc. • Retail-eating places • North Carolina
THIS AGREEMENT AND RELEASE is made this 17th day of April, 2017, by and between Kenneth E. Avery (“Employee”), and Bojangles’ Restaurants, Inc., a Delaware corporation (the “Company”).
Award Agreement for Restricted Stock Units under the Bojangles’, Inc. Amended and Restated 2011 Equity Incentive PlanAward Agreement • August 2nd, 2018 • Bojangles', Inc. • Retail-eating places • Delaware
THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made by Bojangles’, Inc. (the “Company”) to the participant named on the grant schedule attached hereto (the “Grantee”), dated as of the date set forth on the grant schedule attached hereto (the “Grant Date”).
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2015 • Bojangles', Inc. • Retail-eating places • North Carolina
THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on December 18, 2014, effective as of January 27, 2014 (the “Effective Date”), by and between Clifton Rutledge (“Executive”) and Bojangles’ Restaurants, Inc. (the “Company”).
SEPARATION AGREEMENTSeparation Agreement • October 25th, 2016 • Bojangles', Inc. • Retail-eating places
This SEPARATION AGREEMENT (“Agreement”) is made and entered into by and between Eric M. Newman (“Newman”) and Bojangles’, Inc. and its subsidiaries (“Company”).
AMENDMENT NO. 5 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENTCredit Agreement • November 4th, 2016 • Bojangles', Inc. • Retail-eating places • New York
This Amendment No. 5 to Credit Agreement and Amendment No. 1 to Security Agreement dated as of October 19, 2016 (this “Amendment”), is among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BOJANGLES’, INC., a Delaware corporation (as successor in interest to BHI Intermediate Holding Corp.) (“Holdings”), BOJANGLES’ INTERNATIONAL, LLC, a Delaware limited liability company, BJ GEORGIA, LLC, a Georgia limited liability company, BJ RESTAURANT DEVELOPMENT, LLC, a North Carolina limited liability company, each lender party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties (under and as defined in the Credit Agreement as defined below), L/C Issuer and Swing Line Lender.
BOJANGLES’, INC. RETENTION BONUS PLAN AWARD AGREEMENTAward Agreement • November 9th, 2018 • Bojangles', Inc. • Retail-eating places • Delaware
Unless otherwise defined herein, the terms defined in the Bojangles’ Inc. Retention Bonus Plan (the “Retention Plan”) shall have the same defined meanings in this Retention Bonus Plan Award Agreement (the “Retention Award Agreement”).
March 5, 2018 Via Hand Delivery James R. Kibler Dear Mr. Kibler:Bojangles', Inc. • March 5th, 2018 • Retail-eating places
On behalf of Bojangles’ Restaurants, Inc. (the “Company”), this letter will confirm your appointment and agreement to serve as the Interim President and Interim Chief Executive Officer of both the Company and its parent corporation, Bojangles’, Inc. (the “Parent”), commencing March 5, 2018.
Amendment #1 to Amended and Restated Employment AgreementEmployment Agreement • November 4th, 2016 • Bojangles', Inc. • Retail-eating places
THIS AMENDMENT #1 (this “Amendment”) is made by and between BOJANGLES’ RESTAURANTS, INC. (the “Company”) and CLIFTON RUTLEDGE (“Executive”).
AMENDMENT No. 2 to THE ISDA® 2002 MASTER AGREEMENTMaster Agreement • January 12th, 2015 • Bojangles', Inc. • Retail-eating places • New York
THIS AMENDMENT NO. 2, dated as of May 17, 2013 (this “Amendment”), between BANK OF AMERICA, N.A. (“Party A”) and BOJANGLES’ RESTAURANTS, INC. and each entity listed on Appendix A to the Agreement (defined below) (collectively “Party B”) and
AMENDMENT TO MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • November 4th, 2015 • Bojangles', Inc. • Retail-eating places
THIS AMENDMENT TO MASTER DISTRIBUTION AGREEMENT (“Amendment”) is entered into effective as of October 20, 2015 (“Effective Date”) by and between Bojangles’ Restaurants, Inc. (“Company”), and McLane Foodservice, Inc. (“McLane”).
SECOND AMENDMENT TO MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • November 4th, 2016 • Bojangles', Inc. • Retail-eating places
This Second Amendment to Master Distribution Agreement is entered into effective as of September 7, 2016 by and between Bojangles’ Restaurants, Inc. (“Company”) and McLane Foodservice, Inc. (“McLane”), and amends the Master Distribution Agreement between them dated September 9, 2015 (as previously amended by Amendment to Master Distribution Agreement dated October 20, 2015, the “Agreement”).
AMENDMENT NO. 3Bojangles', Inc. • July 24th, 2015 • Retail-eating places • New York
This Amendment No. 3 dated as of July 23, 2015 (this “Amendment”), is among BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Borrower”), BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (“BHI Intermediate”) (to be merged with and into BOJANGLES’, INC., a Delaware corporation (“Holdings”) (as successor in interest to BHI Intermediate) on the BHI Merger Effective Date (as defined below)), BOJANGLES’ INTERNATIONAL, LLC, a Delaware limited liability company, BJ GEORGIA, LLC, a Georgia limited liability company, BJ RESTAURANT DEVELOPMENT, LLC, a North Carolina limited liability company, each lender party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties (under and as defined in the Credit Agreement as defined below).
AMENDMENT No. 1 to THE ISDA® 2002 MASTER AGREEMENT2002 Master Agreement • January 12th, 2015 • Bojangles', Inc. • Retail-eating places • New York
THIS AMENDMENT NO. 1, dated as of October 26, 2012 (this “Amendment”), between BANK OF AMERICA, N.A. (“Party A”) and BOJANGLES’ RESTAURANTS, INC. and each entity listed on Appendix A to the Agreement (defined below) (collectively “Party B”) and
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 5th, 2018 • Bojangles', Inc. • Retail-eating places • North Carolina
THIS SEPARATION AND RELEASE AGREEMENT (this “Release”) is made by and between Clifton Rutledge (the “Executive”) and Bojangles’ Restaurants, Inc. (the “Company”). The Executive and the Company shall be referred to individually as a “Party” and collectively as “Parties”.
AMENDED AND RESTATED SEVERANCE AGREEMENTAmended and Restated Severance Agreement • January 12th, 2015 • Bojangles', Inc. • Retail-eating places • North Carolina
THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made and entered by and between BOJANGLES’ RESTAURANTS, INC., a Delaware corporation (the “Employer” or the “Company”) and KENNETH E. AVERY (“Employee”), effective as of April 27, 2011 (the “Effective Date”).
