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                                CREDIT AGREEMENT

                                      among

                              FLOWERS FOODS, INC.,

                                VARIOUS LENDERS,

                              FLEET NATIONAL BANK,
                          HARRIS TRUST AND SAVINGS BANK
                                       and
                COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEEN BANK,
                B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH,
                           as CO-DOCUMENTATION AGENTS,

                                 SUNTRUST BANK,
                              as SYNDICATION AGENT,

                                       and

                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                             as ADMINISTRATIVE AGENT

                    ----------------------------------------

                          Dated as of October 24, 2003

                    ----------------------------------------

                                  $150,000,000

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                         DEUTSCHE BANK SECURITIES INC.,
                        as LEAD ARRANGER and BOOK RUNNER

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                  CREDIT AGREEMENT, dated as of October 24, 2003, among FLOWERS
FOODS, INC., a Georgia corporation (the "Borrower"), the Lenders party hereto
from time to time, FLEET NATIONAL BANK, HARRIS TRUST AND SAVINGS BANK and
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEEN BANK, B.A., "RABOBANK
INTERNATIONAL", NEW YORK BRANCH, as co-documentation agents (in such capacity,
collectively, the "Co-Documentation Agents" and each, a "Co-Documentation
Agent"), SUNTRUST BANK, as syndication agent (in such capacity, the "Syndication
Agent"), and DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (in such
capacity, the "Administrative Agent") (all capitalized terms used herein and
defined in Section 11 are used herein as therein defined).

                              W I T N E S S E T H:

                  WHEREAS, subject to and upon the terms and conditions set
forth herein, the Lenders are willing to make available to the Borrower the
credit facility provided for herein;

                  NOW, THEREFORE, IT IS AGREED:

                  SECTION 1. Amount and Terms of Credit.

                  1.01 The Commitments. (a) Subject to and upon the terms and
conditions set forth herein, each Lender severally agrees to make, at any time
and from time to time on or after the Effective Date and prior to the Maturity
Date, a revolving loan or revolving loans (each, a "Revolving Loan" and,
collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i)
shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be
incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar
Loans, provided that except as otherwise specifically provided in Section
1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be
of the same Type, (iii) may be repaid and reborrowed in accordance with the
provisions hereof, (iv) shall not exceed for any Lender at any time outstanding
that aggregate principal amount which, when added to the product of (x) such
Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of
Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) at such time and (II) the aggregate principal
amount of all Swingline Loans (exclusive of Swingline Loans which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) then outstanding, equals the Commitment of such
Lender at such time and (v) shall not exceed for all Lenders at any time
outstanding that aggregate principal amount which, when added to (x) the
aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of Revolving Loans) at such time and
(y) the aggregate principal amount of all Swingline Loans (exclusive of
Swingline Loans which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective incurrence of Revolving Loans) then
outstanding, equals the Total Commitment at such time.

                  (b)      Subject to and upon the terms and conditions set
forth herein, the Swingline Lender agrees to make at any time and from time to
time on or after the Effective Date and prior to

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the Swingline Expiry Date, a revolving loan or revolving loans (each, a
"Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower,
which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans,
(ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in
accordance with the provisions hereof, (iv) shall not exceed in aggregate
principal amount at any time outstanding, when combined with the aggregate
principal amount of all Revolving Loans then outstanding and the aggregate
amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which
are repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Swingline Loans) at such time, an amount equal to the
Total Commitment at such time, and (v) shall not exceed in the aggregate
principal amount at any time outstanding the Maximum Swingline Amount.
Notwithstanding anything to the contrary contained in this Section 1.01(b), (i)
the Swingline Lender shall not be obligated to make any Swingline Loans at a
time when a Lender Default exists unless the Swingline Lender has entered into
arrangements satisfactory to it and the Borrower to eliminate the Swingline
Lender's risk with respect to the Defaulting Lender's or Defaulting Lenders'
participation in such Swingline Loans, including by cash collateralizing such
Defaulting Lender's or Defaulting Lenders' Percentage of the outstanding
Swingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan
after it has received written notice from the Borrower, any other Credit Party
or the Required Lenders stating that a Default or an Event of Default exists and
is continuing until such time as the Swingline Lender shall have received
written notice (A) of rescission of all such notices from the party or parties
originally delivering such notice or notices or (B) of the waiver of such
Default or Event of Default by the Required Lenders.

                  (c)      On any Business Day, the Swingline Lender may, in its
sole discretion, give notice to the Lenders that the Swingline Lender's
outstanding Swingline Loans shall be funded with one or more Borrowings of
Revolving Loans (provided that such notice shall be deemed to have been
automatically given upon the occurrence of a Default or an Event of Default
under Section 10.05 or upon the exercise of any of the remedies provided in the
last paragraph of Section 10), in which case one or more Borrowings of Revolving
Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory
Borrowing") shall be made on the immediately succeeding Business Day by all
Lenders pro rata based on each such Lender's Percentage (determined before
giving effect to any termination of the Commitments pursuant to the last
paragraph of Section 10) and the proceeds thereof shall be applied directly by
the Swingline Lender to repay the Swingline Lender for such outstanding
Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans
upon one Business Day's notice pursuant to each Mandatory Borrowing in the
amount and in the manner specified in the preceding sentence and on the date
specified in writing by the Swingline Lender notwithstanding (i) the amount of
the Mandatory Borrowing may not comply with the Minimum Borrowing Amount
otherwise required hereunder, (ii) whether any conditions specified in Section 6
are then satisfied, (iii) whether a Default or an Event of Default then exists,
(iv) the date of such Mandatory Borrowing, and (v) the amount of the Total
Commitment at such time. In the event that any Mandatory Borrowing cannot for
any reason be made on the date otherwise required above (including, without
limitation, as a result of the commencement of a proceeding under the Bankruptcy
Code with respect to the Borrower), then each Lender hereby agrees that it shall
forthwith purchase (as of the date the Mandatory Borrowing would otherwise have
occurred, but adjusted for any payments received from the Borrower on or after
such date and prior to such purchase) from the Swingline Lender such
participations in the outstanding Swingline Loans as shall be necessary to cause
the Lenders to share in such Swingline Loans ratably based upon their respective
Percentages (determined before giving effect to any

                                       -2-

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termination of the Commitments pursuant to the last paragraph of Section 10),
provided that (x) all interest payable on the Swingline Loans shall be for the
account of the Swingline Lender until the date as of which the respective
participation is required to be purchased and, to the extent attributable to the
purchased participation, shall be payable to the participant from and after such
date and (y) at the time any purchase of participations pursuant to this
sentence is actually made, the purchasing Lender shall be required to pay the
Swingline Lender interest on the principal amount of participation purchased for
each day from and including the day upon which the Mandatory Borrowing would
otherwise have occurred to but excluding the date of payment for such
participation, at the overnight Federal Funds Rate for the first three days and
at the interest rate otherwise applicable to Revolving Loans maintained as Base
Rate Loans hereunder for each day thereafter.

                  1.02 Minimum Amount of Each Borrowing. The aggregate principal
amount of each Borrowing of Loans shall not be less than the Minimum Borrowing
Amount applicable to such Loans; provided that Mandatory Borrowings shall be
made in the amounts required by Section 1.01(c). More than one Borrowing may
occur on the same date, but at no time shall there be outstanding more than
eight Borrowings of Eurodollar Loans in the aggregate.

                  1.03 Notice of Borrowing. (a) Whenever the Borrower desires to
incur Revolving Loans hereunder (excluding Borrowings of Swingline Loans and
Revolving Loans incurred pursuant to Mandatory Borrowings), an Authorized
Representative of the Borrower shall give the Administrative Agent at the Notice
Office prior written notice (or telephonic notice promptly confirmed in writing)
not later than 10:00 A.M. (New York time) on the date of each Base Rate Loan
incurred hereunder, and not later than 11:00 A.M. (New York time) on the third
Business Day prior to each Eurodollar Loan incurred hereunder. Each such written
notice or written confirmation of telephonic notice (each a "Notice of
Borrowing"), except as otherwise expressly provided in Section 1.10, shall be
irrevocable and shall be given by an Authorized Representative of the Borrower
in the form of Exhibit A-1, appropriately completed to specify: (i) the
aggregate principal amount of the Revolving Loans to be incurred pursuant to
such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day)
and (iii) whether the Revolving Loans being incurred pursuant to such Borrowing
are to be initially maintained as Base Rate Loans or, to the extent permitted
hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest
Period to be applicable thereto. The Administrative Agent shall promptly give
each Lender notice of such proposed Borrowing, of the Lender's proportionate
share thereof and of the other matters required by the immediately preceding
sentence to be specified in the Notice of Borrowing.

                  (b)      (i) Whenever the Borrower desires to incur Swingline
Loans hereunder, an Authorized Representative of the Borrower shall give the
Swingline Lender not later than 12:00 Noon (New York time) on the date that a
Swingline Loan is to be incurred, written notice (or telephonic notice promptly
confirmed in writing) of each Swingline Loan to be incurred hereunder. Each such
notice shall be irrevocable and specify in each case (A) the date of Borrowing
(which shall be a Business Day) and (B) the aggregate principal amount of the
Swingline Loans to be incurred pursuant to such Borrowing.

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                  (ii)     Mandatory Borrowings shall be made upon the notice
specified in Section 1.01(c), with the Borrower irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as
set forth in Section 1.01(c).

                  (c)      Without in any way limiting the obligation of the
Borrower to confirm in writing any telephonic notice of any Borrowing,
conversion or prepayment of Loans, the Administrative Agent or the Swingline
Lender, as the case may be, may act without liability upon the basis of
telephonic notice of such Borrowing, conversion or prepayment, as the case may
be, believed by the Administrative Agent or the Swingline Lender, as the case
may be, in good faith to be from an Authorized Representative of the Borrower
prior to receipt of written confirmation. In each such case, the Borrower hereby
waives the right to dispute the Administrative Agent's and the Swingline
Lender's record of the terms of such telephonic notice of such Borrowing,
conversion or prepayment of Loans, as the case may be, absent manifest error.

                  1.04 Disbursement of Funds. No later than 12:00 Noon (New York
time) on the date specified in each Notice of Borrowing (or (w) in the case of
Revolving Loans to be maintained as Base Rate Loans, no later than 2:00 P.M.
(New York time) on the date specified in the respective Notice of Borrowing, (x)
in the case of Swingline Loans, no later than 2:00 P.M. (New York time) on the
date specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory
Borrowings, no later than 12:00 Noon (New York time) on the date specified in
Section 1.01(c)), each Lender will make available its pro rata portion
(determined in accordance with Section 1.07) of each such Borrowing requested to
be made on such date (or in the case of Swingline Loans, the Swingline Lender
shall make available the full amount thereof). All such amounts will be made
available in Dollars and in immediately available funds at the Payment Office,
and the Administrative Agent will, except in the case of Revolving Loans made
pursuant to a Mandatory Borrowing, make available to the Borrower at the Payment
Office the aggregate of the amounts so made available by the Lenders ((x) for
Loans other than Swingline Loans and Revolving Loans maintained as Base Rate
Loans, prior to 1:00 P.M. (New York time) on such day, to the extent of funds
actually received by the Administrative Agent prior to 12:00 Noon (New York
time) on such day and (y) for Swingline Loans and Revolving Loans maintained as
Base Rate Loans, prior to 3:00 P.M. (New York time) on such day, to the extent
of funds actually received by the Administrative Agent prior to 2:00 P.M. (New
York time) on such day). Unless the Administrative Agent shall have been
notified by any Lender prior to the date of Borrowing that such Lender does not
intend to make available to the Administrative Agent such Lender's portion of
any Borrowing to be made on such date, the Administrative Agent may assume that
such Lender has made such amount available to the Administrative Agent on such
date of Borrowing and the Administrative Agent may (but shall not be obligated
to), in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Lender, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender. If
such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower to immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
on demand from such Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower until the
date such corresponding amount is recovered by the Administrative Agent, at

                                       -4-

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a rate per annum equal to (i) if recovered from such Lender, the overnight
Federal Funds Rate for the first three days and at the interest rate otherwise
applicable to such Loans for each day thereafter and (ii) if recovered from the
Borrower, the rate of interest applicable to the respective Borrowing, as
determined pursuant to Section 1.08. Nothing in this Section 1.04 shall be
deemed to relieve any Lender from its obligation to make Loans hereunder or to
prejudice any rights which the Borrower may have against any Lender as a result
of any failure by such Lender to make Loans hereunder.

                  1.05 Notes. (a) The Borrower's obligation to pay the principal
of, and interest on, the Loans made by each Lender shall be evidenced in the
Register maintained by the Administrative Agent pursuant to Section 13.17 and
shall, if requested by such Lender, also be evidenced (i) in the case of
Revolving Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-1, with blanks appropriately
completed in conformity herewith (each a "Revolving Note" and, collectively, the
"Revolving Notes") and (ii) in the case of Swingline Loans, by a promissory note
duly executed and delivered by the Borrower substantially in the form of Exhibit
B-2, with blanks appropriately completed in conformity herewith (the "Swingline
Note").

                  (b)      The Revolving Note issued to each Lender shall (i) be
executed by the Borrower, (ii) be payable to such Lender or its registered
assigns and be dated the Effective Date (or, if issued to an Eligible Transferee
after the Effective Date, be dated the date of issuance thereof), (iii) be in a
stated principal amount equal to the Commitment of such Lender and be payable in
the principal amount of the outstanding Revolving Loans evidenced thereby, (iv)
mature on the Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment
as provided in Section 4.01 and mandatory repayment as provided in Section 4.02
and (vii) be entitled to the benefits of this Agreement and the other Credit
Documents.

                  (c)      The Swingline Note issued to the Swingline Lender
shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender
or its registered assigns and be dated the Effective Date, (iii) be in a stated
principal amount equal to the Maximum Swingline Amount and be payable in the
principal amount of the outstanding Swingline Loans evidenced thereby from time
to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided
in the appropriate clause of Section 1.08 in respect of the Base Rate Loans
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (d)      Each Lender will note on its internal records the
amount of each Loan made by it and each payment in respect thereof and prior to
any transfer of any of its Notes will endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby. Failure to make any
such notation or any error in any such notation or endorsement shall not affect
the Borrower's obligations in respect of such Loans.

                  (e)      Notwithstanding anything to the contrary contained
above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be
delivered to Lenders which at any time

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(or from time to time) specifically request the delivery of such Notes. No
failure of any Lender to request or obtain a Note evidencing its Loans to the
Borrower shall affect or in any manner impair the obligations of the Borrower to
pay the Loans (and all related Obligations) incurred by the Borrower which would
otherwise be evidenced thereby in accordance with the requirements of this
Agreement, and shall not in any way affect the guaranties therefor provided
pursuant to the various Credit Documents. Any Lender which does not have a Note
evidencing its outstanding Loans shall in no event be required to make the
notations otherwise described in preceding clause (d). At any time when any
Lender requests the delivery of a Note to evidence any of its Loans, the
Borrower shall (at its expense) promptly execute and deliver to the respective
Lender the requested Note or Notes in the appropriate amount or amounts to
evidence such Loans.

                  1.06 Conversions. The Borrower shall have the option to
convert, on any Business Day, all or a portion equal to at least the Minimum
Borrowing Amount of the outstanding principal amount of Revolving Loans made
pursuant to one or more Borrowings of one or more Types of Revolving Loans into
a Borrowing of another Type of Revolving Loan, provided that (i) except as
otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into
Base Rate Loans only on the last day of an Interest Period applicable to the
Revolving Loans being converted and no such partial conversion of Eurodollar
Loans shall reduce the outstanding principal amount of such Eurodollar Loans
made pursuant to a single Borrowing to less than the Minimum Borrowing Amount
applicable thereto, (ii) unless the Required Lenders specifically otherwise
agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if
no Specified Default or Event of Default is in existence on the date of the
conversion and (iii) no conversion pursuant to this Section 1.06 shall result in
a greater number of Borrowings of Eurodollar Loans than is permitted under
Section 1.02. Each such conversion shall be effected by the Borrower by giving
the Administrative Agent at the Notice Office prior to 12:00 Noon (New York
time) at least three Business Days' prior notice (each a "Notice of
Conversion/Continuation") in the form of Exhibit A-2, appropriately completed to
specify the Revolving Loans to be so converted, the Borrowing or Borrowings
pursuant to which such Revolving Loans were made and, if to be converted into
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall give each Lender prompt notice of any such proposed
conversion.

                  1.07 Pro Rata Borrowings. All Borrowings of Revolving Loans
(including Mandatory Borrowings) under this Agreement shall be incurred from the
Lenders pro rata on the basis of their Commitments. It is understood that no
Lender shall be responsible for any default by any other Lender of its
obligation to make Revolving Loans hereunder and that each Lender shall be
obligated to make the Revolving Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to make its Revolving Loans
hereunder.

                  1.08 Interest. (a) The Borrower agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan from the date of
Borrowing thereof until the earlier of (i) the maturity thereof (whether by
acceleration or otherwise) and (ii) the conversion of such Base Rate Loan to a
Eurodollar Loan pursuant to Section 1.06 or 1.09, as applicable, at a rate per
annum which shall be equal to the sum of the Applicable Margin plus the Base
Rate as in effect from time to time.

                                       -6-

<PAGE>

                  (b)      The Borrower agrees to pay interest in respect of the
unpaid principal amount of each Eurodollar Loan from the date of Borrowing
thereof until the earlier of (i) the maturity thereof (whether by acceleration
or otherwise) and (ii) the conversion of such Eurodollar Loan to a Base Rate
Loan pursuant to Section 1.06, 1.09 or 1.10, as applicable, at a rate per annum
which shall, during each Interest Period applicable thereto, be equal to the sum
of the Applicable Margin plus the Eurodollar Rate for such Interest Period.

                  (c)      Overdue principal and, to the extent permitted by
law, overdue interest in respect of each Loan shall, in each case, bear interest
at a rate per annum equal to the greater of (x) the rate which is 2% in excess
of the rate then borne by such Loans and (y) the rate which is 2% in excess of
the rate otherwise applicable to Base Rate Loans from time to time, and all
other overdue amounts payable hereunder and under any other Credit Document
shall bear interest at a rate per annum equal to the rate which is 2% in excess
of the rate applicable to Base Rate Loans from time to time. Interest that
accrues under this Section 1.08(c) shall be payable on demand.

                  (d)      Accrued (and theretofore unpaid) interest shall be
payable (i) in respect of each Base Rate Loan (x) quarterly in arrears on each
Quarterly Payment Date, (y) on the case of a repayment in full of all
outstanding Base Rate Loans, on the date of such repayment or prepayment, and
(z) at maturity (whether by acceleration or otherwise) and, after such maturity,
on demand, and (ii) in respect of each Eurodollar Loan (x) on the last day of
each Interest Period applicable thereto and, in the case of an Interest Period
in excess of three months, on each date occurring at three month intervals after
the first day of such Interest Period and (y) on any repayment or prepayment (on
the amount repaid or prepaid), at maturity (whether by acceleration or
otherwise) and, after such maturity, on demand.

                  (e)      Upon each Interest Determination Date, the
Administrative Agent shall determine the Eurodollar Rate for each Interest
Period applicable to the respective Eurodollar Loans and shall promptly notify
the Borrower and the Lenders thereof. Each such determination shall, absent
manifest error, be final and conclusive and binding on all parties hereto.

                  1.09 Interest Periods. At the time the Borrower gives any
Notice of Borrowing or Notice of Conversion/Continuation in respect of the
making of, or conversion into, any Eurodollar Loan (in the case of the initial
Interest Period applicable thereto) or on the third Business Day prior to the
expiration of an Interest Period applicable to such Eurodollar Loan (in the case
of any subsequent Interest Period), the Borrower shall have the right to elect,
by having an Authorized Representative of the Borrower give the Administrative
Agent notice thereof, the interest period (each an "Interest Period") applicable
to such Eurodollar Loan, which Interest Period shall, at the option of the
Borrower, be a one, two, three or six-month period, provided that, in each case:

                  (i)      all Eurodollar Loans comprising a Borrowing shall at
         all times have the same Interest Period;

                  (ii)     the initial Interest Period for any Eurodollar Loan
         shall commence on the date of Borrowing of such Eurodollar Loan
         (including the date of any conversion thereto from a Base Rate Loan)
         and each Interest Period occurring thereafter in respect of such

                                       -7-

<PAGE>

         Eurodollar Loan shall commence on the day on which the next preceding
         Interest Period applicable thereto expires;

                  (iii)    if any Interest Period begins on a day for which
         there is no numerically corresponding day in the calendar month at the
         end of such Interest Period, such Interest Period shall end on the last
         Business Day of such calendar month;

                  (iv)     if any Interest Period would otherwise expire on a
         day which is not a Business Day, such Interest Period shall expire on
         the first succeeding Business Day; provided, however, that if any
         Interest Period for a Eurodollar Loan would otherwise expire on a day
         which is not a Business Day but is a day of the month after which no
         further Business Day occurs in such month, such Interest Period shall
         expire on the next preceding Business Day;

                  (v)      unless otherwise agreed in writing by the Required
         Lenders, no Interest Period may be selected at any time when any
         Specified Default or any Event of Default is then in existence;

                  (vi)     no Interest Period in respect of any Borrowing of
         Eurodollar Loans shall be selected which extends beyond the Maturity
         Date; and

                  (vii)    the selection of Interest Periods shall be subject to
         the provisions of Section 1.02.

                  If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new Interest Period to be applicable to such Eurodollar
Loans as provided above, the Borrower shall be deemed to have elected to convert
such Eurodollar Loans into Base Rate Loans effective as of the expiration date
of such current Interest Period.

                  1.10 Increased Costs, Illegality, etc. (a) In the event that
any Lender shall have determined (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto but, with
respect to clause (i) below, may be made only by the Administrative Agent):

                  (i)      on any Interest Determination Date that, by reason of
         any changes arising after the Effective Date affecting the interbank
         Eurodollar market, adequate and fair means do not exist for
         ascertaining the applicable interest rate on the basis provided for in
         the definition of Eurodollar Rate; or

                  (ii)     at any time, that such Lender shall incur increased
         costs or reductions in the amounts received or receivable hereunder
         with respect to any Eurodollar Loan because of (x) any change since the
         Effective Date in any applicable law or governmental rule, regulation,
         order, guideline or request (whether or not having the force of law) or
         in the interpretation or administration thereof and including the
         introduction of any new law or governmental rule, regulation, order,
         guideline or request, such as, for example, but not limited to: (A) a
         change in the basis of taxation of payment to any Lender of the
         principal of or interest on the Loans or the Notes or any other amounts
         payable hereunder

                                       -8-

<PAGE>

         (except for changes in the rate of tax on, or determined by reference
         to, the net income or net profits of such Lender, or any franchise tax
         based on the net income or profits of such Lender, in either case
         pursuant to the laws of the United States of Americas, the jurisdiction
         in which it is organized or in which its principal office or applicable
         lending office is located or any subdivision thereof or therein), but
         without duplication of any amounts payable in respect of Taxes pursuant
         to Section 4.04(a), or (B) a change in official reserve requirements,
         but, in all events, excluding reserves required under Regulation D to
         the extent included in the computation of the Eurodollar Rate and/or
         (y) other circumstances arising since the Effective Date affecting such
         Lender, the interbank Eurodollar market or the position of such Lender
         in such market; or

                  (iii)    at any time, that the making or continuance of any
         Eurodollar Loan has been made (x) unlawful by any law or governmental
         rule, regulation or order, (y) impossible by compliance by any Lender
         in good faith with any governmental request (whether or not having
         force of law) or (z) impracticable as a result of a contingency
         occurring after the Effective Date which materially and adversely
         affects the interbank Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and, except in the case of clause (i) above, to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in
the case of clause (i) above, Eurodollar Loans shall no longer be available
until such time as the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice by the Administrative
Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion/Continuation given by the Borrower with respect to Eurodollar Loans
which have not yet been incurred (including by way of conversion) shall be
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower agrees, subject to the provisions of Section 13.15 (to the extent
applicable), to pay to such Lender, upon such Lender's written request therefor,
such additional amounts (in the form of an increased rate of, or a different
method of calculating, interest or otherwise as such Lender in its reasonable
discretion shall determine) as shall be required to compensate such Lender for
such increased costs or reductions in amounts received or receivable hereunder
(a written notice as to the additional amounts owed to such Lender, showing the
basis for the calculation thereof, submitted to the Borrower by such Lender in
good faith shall, absent manifest error, be final and conclusive and binding on
all the parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the actions specified in Section 1.10(b) as promptly as
possible and, in any event, within the time period required by law. Each of the
Administrative Agent and each Lender agrees that if it gives notice to the
Borrower of any of the events described in clause (i) or (iii) above, it shall
promptly notify the Borrower and, in the case of any such Lender, the
Administrative Agent, if such event ceases to exist. If any such event described
in clause (iii) above ceases to exist as to a Lender, the obligations of such
Lender to make Eurodollar Loans and to convert Base Rate Loans into Eurodollar
Loans on the terms and conditions contained herein shall be reinstated.

                  (b)      At any time that any Eurodollar Loan is affected by
the circumstances described in Section 1.10(a)(ii), the Borrower may, and in the
case of a Eurodollar Loan affected by the circumstances described in Section
1.10(a)(iii), the Borrower shall, either (x) if the affected

                                       -9-

<PAGE>

Eurodollar Loan is then being made initially or pursuant to a conversion, cancel
such Borrowing by giving the Administrative Agent telephonic notice (confirmed
in writing) on the same date that the Borrower was notified by the affected
Lender or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or
(y) if the affected Eurodollar Loan is then outstanding, upon at least one
Business Day's written notice to the Administrative Agent, require the affected
Lender to convert such Eurodollar Loan into a Base Rate Loan at the end of the
then current Interest Period or at such earlier date as may be required to
eliminate such circumstance or to comply with applicable law, provided that if
more than one Lender is affected at any time, then all affected Lenders must be
treated the same pursuant to this Section 1.10(b).

                  (c)      If any Lender determines that after the Effective
Date the introduction or effectiveness of or any change in any applicable law or
governmental rule, regulation, order, guideline, directive or request (whether
or not having the force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by any governmental authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Commitment
hereunder or its Loans or obligations hereunder, then the Borrower agrees,
subject to the provisions of Section 13.15 (to the extent applicable), to pay to
such Lender, upon its written demand therefor, such additional amounts as shall
be required to compensate such Lender or such other corporation for the
increased cost to such Lender or such other corporation or the reduction in the
rate of return to such Lender or such other corporation as a result of such
increase of capital. In determining such additional amounts, each Lender will
act reasonably and in good faith and will use averaging and attribution methods
which are reasonable, provided that such Lender's determination of compensation
owing under this Section 1.10(c) shall, absent manifest error, be final and
conclusive and binding on all the parties hereto. Each Lender, upon determining
that any additional amounts will be payable pursuant to this Section 1.10(c),
will give written notice thereof to the Borrower, which notice shall show the
basis for calculation of such additional amounts.

                  1.11 Compensation. The Borrower agrees, subject to the
provisions of Section 13.15 (to the extent applicable), to compensate each
Lender, upon its written request (which request shall set forth in reasonable
detail the basis for requesting such compensation), for all reasonable losses,
expenses and liabilities (including, without limitation, any loss, expense or
liability incurred by reason of the liquidation or reemployment of deposits or
other funds required by such Lender to fund its Eurodollar Loans but excluding
loss of anticipated profits) which such Lender may sustain: (i) if for any
reason (other than a default by such Lender or the Administrative Agent) a
Borrowing of, or conversion from or into, Eurodollar Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation (whether or not withdrawn by the Borrower or deemed
withdrawn pursuant to Section 1.10(a)); (ii) if any repayment (including any
repayment made pursuant to Sections 1.13, 4.01, 4.02, 13.12(b) or as a result of
an acceleration of the Loans pursuant to Section 10) or conversion of any of its
Eurodollar Loans occurs on a date which is not the last day of an Interest
Period with respect thereto; (iii) if any prepayment of any of its Eurodollar
Loans is not made on any date specified in a notice of prepayment given by the
Borrower; or (iv) as a consequence of (x) any other default by the Borrower to
repay Eurodollar Loans when required by the terms of this Agreement or any Note
held by such Lender or (y) any election made pursuant to Section 1.10(b).

                                      -10-

<PAGE>

                  1.12 Change of Lending Office. Each Lender agrees that upon
the occurrence of any event giving rise to the operation of Section 1.10(a)(ii)
or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending
office for any Loans or Letters of Credit affected by such event, provided that
such designation is made on such terms that such Lender and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of such
Section. Nothing in this Section 1.12 shall affect or postpone any of the
obligations of the Borrower or the right of any Lender provided in Sections
1.10, 2.06 and 4.04.

                  1.13 Replacement of Lenders. (x) If any Lender becomes a
Defaulting Lender or otherwise defaults in its obligations to make Loans or fund
Unpaid Drawings, (y) upon the occurrence of an event giving rise to the
operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or
Section 4.04 with respect to any Lender which results in such Lender charging to
the Borrower increased costs in excess of those being generally charged by the
other Lenders or (z) as provided in Section 13.12(b) in the case of a refusal by
a Lender to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Lenders as (and to the extent) provided in Section 13.12(b), the
Borrower shall have the right, if no Default or Event of Default then exists
(or, in the case of preceding clause (z) will exist immediately after giving
effect to such replacement), to replace such Lender (the "Replaced Lender") with
one or more other Eligible Transferee or Transferees, none of whom shall
constitute a Defaulting Lender at the time of such replacement (collectively,
the "Replacement Lender") and each of whom shall be required to be reasonably
acceptable to the Administrative Agent, provided that (i) at the time of any
replacement pursuant to this Section 1.13, the Replacement Lender shall enter
into one or more Assignment and Assumption Agreements pursuant to Section
13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid
by the Replacement Lender) pursuant to which the Replacement Lender shall
acquire all of the Commitments and outstanding Revolving Loans of, and in each
case participations in Letters of Credit by, the Replaced Lender and, in
connection therewith, shall pay to (x) the Replaced Lender in respect thereof an
amount equal to the sum of (A) an amount equal to the principal of, and all
accrued and unpaid interest on, all outstanding Revolving Loans of the Replaced
Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and
not reimbursed to) such Replaced Lender, together with all then accrued and
unpaid interest with respect thereto at such time, and (C) an amount equal to
all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant
to Section 3.01, (y) each Issuing Lender an amount equal to such Replaced
Lender's Percentage of any Unpaid Drawing (which at such time remains an Unpaid
Drawing) to the extent such amount was not theretofore funded by such Replaced
Lender to such Issuing Lender, together with all then accrued and unpaid
interest with respect thereto at such time and (z) the Swingline Lender an
amount equal to such Replaced Lender's Percentage of any Mandatory Borrowing to
the extent such amount was not theretofore funded by such Replaced Lender to the
Swingline Lender, together with all then accrued and unpaid interest thereon at
such time and (ii) all Obligations of the Borrower due and owing to the Replaced
Lender at such time (other than those specifically described in clause (i) above
in respect of which the assignment purchase price has been, or is concurrently
being, paid) shall be paid in full to such Replaced Lender concurrently with
such replacement. Upon the execution of the respective Assignment and Assumption
Agreement, the payment of amounts referred to in clauses (i) and (ii) above and,
if so requested by the Replacement Lender, delivery to the Replacement

                                      -11-

<PAGE>

Lender of the appropriate Revolving Note executed by the Borrower, the
Replacement Lender shall become a Lender hereunder and the Replaced Lender shall
cease to constitute a Lender hereunder, except with respect to indemnification
provisions under this Agreement (including, without limitation, Sections 1.10,
1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such Replaced
Lender.

                  SECTION 2. Letters of Credit.

                  2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions set forth herein, the Borrower may request that an Issuing Lender
issue, at any time and from time to time on and after the Effective Date and
prior to the 30th day prior to the Maturity Date, for the account of the
Borrower and for the benefit of (x) any holder (or any trustee, agent or other
similar representative for any such holders) of L/C Supportable Obligations of
the Borrower or any of its Subsidiaries, an irrevocable standby letter of
credit, in a form customarily used by such Issuing Lender or in such other form
as has been approved by such Issuing Lender and (y) sellers of goods to the
Borrower or any of its Subsidiaries, an irrevocable trade letter of credit, in a
form customarily used by such Issuing Lender or in such other form as has been
approved by such Issuing Lender (each such letter of credit, a "Letter of
Credit" and, collectively, the "Letters of Credit"). All Letters of Credit shall
be denominated in Dollars and shall be issued on a sight basis only. It is
acknowledged and agreed that each of the letters of credit which were issued
under the Existing Credit Agreement and which remain outstanding on the
Effective Date and are set forth on Schedule III (each such letter of credit, an
"Existing Letter of Credit" and, collectively, the "Existing Letters of Credit")
shall, from and after the Effective Date, constitute a Letter of Credit for all
purposes of this Agreement and shall, for purposes of Sections 2.04 and 3.01, be
deemed issued on the Effective Date. Schedule III sets forth, with respect to
Existing Letters of Credit, (i) the name of the issuing lender, (ii) the letter
of credit number, (iii) the stated amount, (iv) the name of the beneficiary and
(v) the expiry date.

                  (b)      Subject to and upon the terms and conditions set
forth herein, each Issuing Lender agrees that it will, at any time and from time
to time on and after the Effective Date and prior to the 30th day prior to the
Maturity Date, following its receipt of the respective Letter of Credit Request,
issue for the account of the Borrower one or more Letters of Credit as are
permitted to remain outstanding hereunder without giving rise to a Default or an
Event of Default, provided that no Issuing Lender shall be under any obligation
to issue any Letter of Credit of the types described above if at the time of
such issuance:

                  (i)      any order, judgment or decree of any governmental
         authority or arbitrator shall purport by its terms to enjoin or
         restrain such Issuing Lender from issuing such Letter of Credit or any
         requirement of law applicable to such Issuing Lender or any request or
         directive (whether or not having the force of law) from any
         governmental authority with jurisdiction over such Issuing Lender shall
         prohibit, or request that such Issuing Lender refrain from, the
         issuance of letters of credit generally or such Letter of Credit in
         particular or shall impose upon such Issuing Lender with respect to
         such Letter of Credit any restriction or reserve or capital requirement
         (for which such Issuing Lender is not otherwise compensated hereunder),
         in any such case not in effect with respect to such Issuing Lender on
         the date hereof, or any unreimbursed loss, cost or expense which

                                      -12-

<PAGE>

         was not applicable, or in effect with respect to such Issuing Lender as
         of the date hereof and which such Issuing Lender in good faith deems
         material to it; or

                  (ii)     such Issuing Lender shall have received notice from
         the Borrower, any other Credit Party or the Required Lenders prior to
         the issuance of such Letter of Credit of the type described in the
         second sentence of Section 2.03(b).

                  (c)      Notwithstanding the foregoing, (i) no Letter of
Credit shall be issued the Stated Amount of which, when added to the Letter of
Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date
of, and prior to the issuance of, the respective Letter of Credit) at such time
would exceed either (x) $35,000,000 or (y) when added to the aggregate principal
amount of all Revolving Loans then outstanding and the aggregate amount of all
Swingline Loans then outstanding, an amount equal to the Total Commitment at
such time, and (ii) (x) each standby Letter of Credit shall by its terms
terminate on or before the earlier of (A) the date which occurs twelve months
after the date of the issuance thereof (although any such Letter of Credit may
be extendible for successive periods of up to twelve months, but not beyond the
tenth Business Day prior to the Maturity Date, on terms acceptable to the
Issuing Lender thereof) and (B) the tenth Business Day prior to the Maturity
Date, and (y) each trade Letter of Credit shall by its terms terminate on or
before the earlier of (A) the date which occurs 180 days after the date of the
issuance thereof and (B) the date which is 30 Business Days prior to the
Maturity Date.

                  2.02 Minimum Stated Amount. The Stated Amount of each Letter
of Credit shall not be less than $50,000 or such lesser amount as is acceptable
to the respective Issuing Lender.

                  2.03 Letter of Credit Requests. (a) Whenever the Borrower
desires that a Letter of Credit be issued hereunder for its account, the
Borrower shall have (x) executed and delivered to the Administrative Agent and
the respective Issuing Lender at least five Business Days prior to the issuance
thereof (or such shorter period as may be acceptable to the respective Issuing
Lender), a Letter of Credit Request in the form of Exhibit C attached hereto
(each a "Letter of Credit Request").

                  (b)      The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Borrower to the Lenders that
such Letter of Credit may be issued in accordance with, and will not violate the
requirements of, Section 2.01(c). Unless the respective Issuing Lender has
received notice from the Borrower, any other Credit Party or the Required
Lenders before it issues a Letter of Credit that one or more of the conditions
specified in Section 6 are not then satisfied, or that the issuance of such
Letter of Credit would violate Section 2.01(c), then such Issuing Lender shall,
subject to the terms and conditions of this Agreement, issue the requested
Letter of Credit for the account of the Borrower in accordance with such Issuing
Lender's usual and customary practices. Upon the issuance of, or modification or
amendment to, any standby Letter of Credit, the Issuing Lender thereof shall
notify the Administrative Agent and the Borrower, in writing, of such issuance,
modification or amendment and such notice shall be accompanied by a copy of such
Letter of Credit or the respective modification or amendment thereto, as the
case may be. Upon receipt of such notice, the Administrative Agent shall
promptly notify each Lender, in writing, of such issuance, modification or
amendment. With respect to trade Letters of Credit, the Issuing Lender shall on
the first Business Day of each week provide the Administrative Agent with a
written (including via facsimile) report of the daily aggregate

                                      -13-

<PAGE>

outstandings of trade Letters of Credit issued by such Issuing Lender for the
immediately preceding week. Notwithstanding anything to the contrary contained
in this Agreement, in the event that a Lender Default exists, no Issuing Lender
shall be required to issue any Letter of Credit unless such Issuing Lender has
entered into arrangements satisfactory to it and the Borrower to eliminate such
Issuing Lender's risk with respect to the participation in Letters of Credit by
the Defaulting Lender or Lenders, including by cash collateralizing such
Defaulting Lender's or Lenders' Percentage or Percentages of the Letter of
Credit Outstandings.

                  2.04 Letter of Credit Participations. (a) Immediately upon the
issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall
be deemed to have sold and transferred to each Lender, other than such Issuing
Lender (each such Lender, in its capacity under this Section 2.04, a
"Participant"), and each such Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuing Lender, without
recourse or warranty, an undivided interest and participation, to the extent of
such Participant's Percentage, in such Letter of Credit and each drawing or
payment made thereunder and the obligations of the Borrower under this Agreement
with respect thereto, and any security therefor or guaranty pertaining thereto.
Upon any change in the Commitments or Percentages of the Lenders pursuant to
Section 1.13 or 13.04, it is hereby agreed that, with respect to all outstanding
Letters of Credit and Unpaid Drawings relating thereto, there shall be an
automatic adjustment to the participations pursuant to this Section 2.04 to
reflect the new Percentages of the assignor and assignee Lender or of all
Lenders, as the case may be.

                  (b)      In determining whether to pay under any Letter of
Credit, no Issuing Lender shall have any obligation relative to the other
Lenders other than to confirm that any documents required to be delivered under
such Letter of Credit appear to have been delivered and that they appear to
substantially comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by an Issuing Lender under or in
connection with any Letter of Credit if taken or omitted in the absence of gross
negligence or willful misconduct, as determined by a court of competent
jurisdiction in a final and non-appealable proceeding, shall not create for such
Issuing Lender any resulting liability to the Borrower or any Lender.

                  (c)      In the event that any Issuing Lender makes any
payment under any Letter of Credit issued by it and the Borrower shall not have
reimbursed such amount in full to such Issuing Lender pursuant to Section
2.05(a), such Issuing Lender shall promptly notify the Administrative Agent,
which shall promptly notify each Participant of such failure, and each
Participant shall promptly and unconditionally pay to such Issuing Lender the
amount of such Participant's Percentage of such unreimbursed payment in Dollars
and in same day funds. If the Administrative Agent so notifies, on or prior to
11:00 A.M. (New York time) on any Business Day, any Participant required to fund
a payment under a Letter of Credit, such Participant shall make available to the
respective Issuing Lender in Dollars such Participant's Percentage of the amount
of such payment on such Business Day in same day funds. If and to the extent
such Participant shall not have so made its Percentage of the amount of such
payment available to the respective Issuing Lender, such Participant agrees to
pay to such Issuing Lender, forthwith on demand, such amount, together with
interest thereon, for each day from such date until the date such amount is paid
to such Issuing Lender at the overnight Federal Funds Rate for the first three
days and at the interest rate applicable to Base Rate Loans for each day
thereafter. The failure of any Participant to make available to an Issuing
Lender its Percentage of any payment under any Letter of Credit issued by

                                      -14-

<PAGE>

such Issuing Lender shall not relieve any other Participant of its obligation
hereunder to make available to such Issuing Lender its Percentage of any payment
with respect to any Letter of Credit on the date required, as specified above,
but no Participant shall be responsible for the failure of any other Participant
to make available to such Issuing Lender such other Participant's Percentage of
any such payment.

                  (d)      Whenever an Issuing Lender receives a payment of a
reimbursement obligation as to which it has received any payments from the
Participants pursuant to clause (c) above, such Issuing Lender shall pay to each
such Participant which has paid its Percentage thereof, in Dollars and in same
day funds, an amount equal to such Participant's share (based upon the
proportionate aggregate amount originally funded by such Participant to the
aggregate amount funded by all Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of the
respective participations.

                  (e)      Upon the request of any Participant, each Issuing
Lender shall furnish to such Participant copies of any standby Letter of Credit
or modifications or amendments thereto issued by it and such other documentation
as may reasonably be requested by such Participant.

                  (f)      The obligations of the Participants to make payments
to each Issuing Lender with respect to Letters of Credit issued thereunder shall
be irrevocable and not subject to any qualification or exception whatsoever (the
respective Issuing Lender's only obligation being to confirm that any documents
required to be delivered under such Letter of Credit have been delivered and
that they substantially comply on their face with the requirements of such
Letter of Credit) and shall be made in accordance with the terms and conditions
of this Agreement under all circumstances, including, without limitation, any of
the following circumstances:

                  (i)      any lack of validity or enforceability of this
         Agreement or any of the other Credit Documents;

                  (ii)     the existence of any claim, setoff, defense or other
         right which the Borrower or any of its Subsidiaries may have at any
         time against a beneficiary named in a Letter of Credit, any transferee
         of any Letter of Credit (or any Person for whom any such transferee may
         be acting), the Administrative Agent, any Participant, or any other
         Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between the Borrower
         or any Subsidiary of the Borrower and the beneficiary named in any such
         Letter of Credit);

                  (iii)    any draft, certificate or any other document
         presented under any Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect;

                  (iv)     the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

                  (v)      the occurrence of any Default or Event of Default.

                                      -15-

<PAGE>

                  2.05 Agreement to Repay Letter of Credit Drawings. (a) The
Borrower hereby agrees to reimburse the respective Issuing Lender, by making
payment in Dollars to the Administrative Agent at the Payment Office in
immediately available funds for the account of such Issuing Lender, for any
payment or disbursement made by such Issuing Lender under any Letter of Credit
(each such amount so paid until reimbursed, an "Unpaid Drawing"), immediately
after, and in any event on the date of such payment or disbursement (provided
that any such notice shall be deemed to have been given on a certain day only if
given before 10:00 A.M. (New York time) on such day), with interest on the
amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed
prior to 12:00 Noon (New York time) on the date of such payment or disbursement,
from and including the date paid or disbursed to but excluding the date such
Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which
shall be the Base Rate in effect from time to time plus the Applicable Margin,
provided, however, to the extent such amounts are not reimbursed prior to 12:00
Noon (New York time) on the third Business Day following notice by the Issuing
Lender to the Borrower of such payment or disbursement, interest shall
thereafter accrue on the amounts so paid or disbursed by such Issuing Lender
(and until reimbursed by the Borrower) at a rate per annum which shall be the
Base Rate in effect from time to time plus the Applicable Margin plus 2%, in
each such case, with such interest, in each case, to be payable by the Borrower
on demand. The respective Issuing Lender shall give the Borrower prompt notice
of each Drawing under any Letter of Credit, provided that the failure to give
any such notice shall in no way affect, impair or diminish the Borrower's
obligations hereunder.

                  (b)      The obligations of the Borrower under this Section
2.05 to reimburse the respective Issuing Lender with respect to drawings on
Letters of Credit (including interest thereon) (each, a "Drawing") shall be
absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim or defense to payment which the Borrower may have or
have had against any Lender (including in its capacity as issuer of the Letter
of Credit or as Participant), or any nonapplication or misapplication by the
beneficiary of the proceeds of such Drawing, the respective Issuing Lender's
only obligation to the Borrower being to confirm that any documents required to
be delivered under such Letter of Credit have been delivered and that they
substantially comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by any Issuing Lender under or
in connection with any Letter of Credit if taken or omitted in the absence of
gross negligence or willful misconduct, as determined by a court of competent
jurisdiction in a final and non-appealable proceeding, shall not create for such
Issuing Lender any resulting liability to the Borrower.

                  2.06 Increased Costs. If at any time after the date of this
Agreement, the introduction of or any change in any applicable law, rule,
regulation, order, guideline or request or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any Issuing Lender or
any Participant with any request or directive by any such authority (whether or
not having the force of law), or any change in generally acceptable accounting
principles, shall either (i) impose, modify or make applicable any reserve,
deposit, capital adequacy or similar requirement against Letters of Credit
issued by any Issuing Lender or participated in by any Participant, or (ii)
impose on any Issuing Lender or any Participant any other conditions relating,
directly or indirectly, to this Agreement or any Letter of Credit; and the
result of any of the foregoing is to increase the cost to any Issuing Lender or
any Participant of issuing, maintaining or participating in any Letter of Credit

                                      -16-

<PAGE>

or reduce the amount of any sum received or receivable by any Issuing Lender or
any Participant hereunder or reduce the rate of return on its capital with
respect to Letters of Credit (except for changes in the rate of tax on, or
determined by reference to, the net income or net profits of such Issuing Lender
or such Participant pursuant to the laws of the jurisdiction in which it is
organized or in which its principal office or applicable lending office is
located or any subdivision thereof or therein), then, upon demand to the
Borrower by such Issuing Lender or any Participant (a copy of which demand shall
be sent by such Issuing Lender or such Participant to the Administrative Agent)
and subject to the provisions of Section 13.15 (to the extent applicable), the
Borrower agrees to pay to such Issuing Lender or such Participant such
additional amount or amounts as will compensate such Lender for such increased
cost or reduction in the amount receivable or reduction on the rate of return on
its capital. Any Issuing Lender or any Participant, upon determining that any
additional amounts will be payable pursuant to this Section 2.06, will give
prompt written notice thereof to the Borrower, which notice shall include a
certificate submitted to the Borrower by such Issuing Lender or such Participant
(a copy of which certificate shall be sent by such Issuing Lender or such
Participant to the Administrative Agent), setting forth in reasonable detail the
basis for the calculation of such additional amount or amounts necessary to
compensate such Issuing Lender or such Participant. The certificate required to
be delivered pursuant to this Section 2.06 shall, if delivered in good faith and
absent manifest error, be final and conclusive and binding on the Borrower.

                  SECTION 3. Facility Fee; Other Fees; Reductions of Commitment.

                  3.01 Fees. (a) The Borrower agrees to pay to the
Administrative Agent for distribution to each Non-Defaulting Lender a facility
fee (the "Facility Fee") for the account of such Non-Defaulting Lenders for the
period from the Effective Date to but excluding the Maturity Date (or such
earlier date as the Total Commitment shall have been terminated), computed at a
rate per annum equal to the Applicable Facility Fee Percentage on the Commitment
of such Non-Defaulting Lender (as in effect from time to time) (regardless of
utilization). Accrued Facility Fees shall be due and payable quarterly in
arrears on each Quarterly Payment Date and on the Maturity Date or such earlier
date upon which the Total Commitment is terminated.

                  (b)      The Borrower agrees to pay to the Administrative
Agent for pro rata distribution to each Non-Defaulting Lender (based on each
such Lender's respective Percentage) a fee in respect of each Letter of Credit
(the "Letter of Credit Fee") for the period from and including the date of
issuance of such Letter of Credit to and including the date of termination or
expiration of such Letter of Credit, computed at a rate per annum equal to the
Applicable Margin (as in effect from time to time) with respect to Eurodollar
Loans on the daily Stated Amount of each such Letter of Credit. Accrued Letter
of Credit Fees shall be due and payable quarterly in arrears on each Quarterly
Payment Date and on the first day on or after the termination of the Total
Commitment upon which no Letters of Credit remain outstanding.

                  (c)      The Borrower agrees to pay to the respective Issuing
Lender, for its own account, a facing fee in respect of each Letter of Credit
issued hereunder (the "Facing Fee"), for the period from and including the date
of issuance of such Letter of Credit to and including the termination of such
Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily
Stated Amount of such Letter of Credit; provided that, in no event shall the
annual (or such shorter

                                      -17-

<PAGE>

period as any Letter of Credit is outstanding) Facing Fee with respect to any
Letter of Credit be less than $500. Accrued Facing Fees shall be due and payable
quarterly in arrears on each Quarterly Payment Date and on the date upon which
the Total Revolving Loan Commitment has been terminated and such Letter of
Credit has been terminated in accordance with its terms.

                  (d)      The Borrower agrees to pay to each Issuing Lender,
for its own account, upon each payment under, issuance of, or amendment to any
Letter of Credit issued by it, such amount as shall at the time of such event be
the administrative charge and the reasonable expenses which such Issuing Lender
is generally imposing in connection with such occurrence with respect to letters
of credit.

                  (e)      The Borrower agrees to pay to the Administrative
Agent, such fees as may be agreed to in writing from time to time by the
Borrower and the Administrative Agent and/or the Lead Arranger.

                  3.02 Optional Commitment Reductions. (a) Upon at least three
Business Days' prior notice from an Authorized Representative of the Borrower to
the Administrative Agent at the Notice Office (which notice the Administrative
Agent shall promptly transmit to each of the Lenders), the Borrower shall have
the right, at any time or from time to time, without premium or penalty, to
terminate or partially reduce the Total Unutilized Commitment, provided that any
partial reduction pursuant to this Section 3.02(a) shall be in an amount of at
least $5,000,000 or, if greater, in integral multiples of $1,000,000. Each such
reduction shall apply proportionately to permanently reduce the Commitment of
each Lender.

                  (b)      In the event of a refusal by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower may, subject to its
compliance with the requirements of Section 13.12(b), upon five Business Days'
prior written notice to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders)
terminate all of the Commitments of such Lender, so long as all Loans, together
with accrued and unpaid interest, Fees and all other amounts, owing to such
Lender are repaid concurrently with the effectiveness of such termination
pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified
to reflect such changed amounts), and such Lender's Percentage of all
outstanding Letters of Credit is cash collateralized in a manner satisfactory to
the Administrative Agent and the respective Issuing Lenders and at such time,
such Lender shall no longer constitute a "Lender" for purposes of this
Agreement, except with respect to indemnifications under this Agreement
(including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and
13.06), which shall survive as to such repaid Lender.

                  3.03 Mandatory Reduction of Commitments. (a) The Total
Commitment (and the Commitment of each Lender) shall terminate in its entirety
on October 31, 2003 unless the Credit Agreement has been executed and delivered
by all of the parties hereto and the Effective Date has occurred.

                  (b)      In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Commitment (and the
Commitment of each Lender) shall terminate in its entirety on the Maturity Date.

                                      -18-

<PAGE>

                  SECTION 4. Prepayments; Payments; Taxes.

                  4.01 Voluntary Prepayments. (a) The Borrower shall have the
right to prepay the Loans, without premium or penalty, in whole or in part at
any time and from time to time on the following terms and conditions: (i) an
Authorized Representative of the Borrower shall give the Administrative Agent
prior to 12:00 Noon (New York time) at the Notice Office (x) at least one
Business Day's prior written notice (or telephonic notice promptly confirmed in
writing) of the Borrower's intent to prepay Base Rate Loans and (y) at least
three Business Days' prior written notice (or telephonic notice promptly
confirmed in writing) of their intent to prepay Eurodollar Loans, whether
Revolving Loans or Swingline Loans shall be prepaid, the amount of such
prepayment and the Type of Loans to be prepaid and, in the case of Eurodollar
Loans, the specific Borrowing or Borrowings pursuant to which made, which notice
the Administrative Agent shall promptly transmit to each of the Lenders; (ii)
each prepayment shall be in an aggregate principal amount of at least $1,000,000
(or $100,000 in the case of Swingline Loans), provided that if any partial
prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the
outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less
than the Minimum Borrowing Amount applicable thereto, then such Borrowing may
not be continued as a Borrowing of Eurodollar Loans and any election of an
Interest Period with respect thereto given by the Borrower shall have no force
or effect; and (iii) each prepayment in respect of any Revolving Loans made
pursuant to a Borrowing shall be applied pro rata among such Revolving Loans,
provided that at the Borrowers' election in connection with any prepayment of
Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not, so
long as no Default or Event of Default then exists, be applied to the prepayment
of Revolving Loans of a Defaulting Lender.

                  (b)      In the event of certain refusals by a Lender as
provided in Section 13.12(b) to consent to certain proposed changes, waivers,
discharges or terminations with respect to this Agreement which have been
approved by the Required Lenders, the Borrower may, upon five Business Days'
written notice by an Authorized Representative of the Borrower to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders) repay all Revolving Loans,
together with accrued and unpaid interest, Fees, and other amounts owing to such
Lender in accordance with, and subject to the requirements of, said Section
13.12(b) so long as (A) the Commitment of such Lender is terminated concurrently
with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall
be deemed modified to reflect the changed Commitments) and (B) the consents
required by Section 13.12(b) in connection with the repayment pursuant to this
clause (b) have been obtained.

                  4.02 Mandatory Repayments and Cash Collateralizations. (a) On
any day on which the sum of (i) the aggregate outstanding principal amount of
all Revolving Loans (after giving effect to all other repayments thereof on such
date), (ii) the aggregate principal amount of all Swingline Loans (after giving
effect to all other repayments thereof on such date) and (iii) the aggregate
amount of all Letter of Credit Outstandings (after giving effect to all other
repayments thereof on such date) exceeds the Total Commitment as then in effect,
the Borrower agrees to prepay on such day the principal of Swingline Loans and,
after the Swingline Loans have been repaid in full, Revolving Loans, in an
amount equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and Revolving Loans, the aggregate amount of the
Letter of Credit Outstandings exceeds the Total Commitment as then in effect,
the Borrower

                                      -19-
<PAGE>

agrees to pay to the Administrative Agent at the Payment Office on such date an
amount of cash and/or Cash Equivalents equal to the amount of such excess (up to
a maximum amount equal to the Letter of Credit Outstandings at such time), such
cash and/or Cash Equivalents to be held as security for all Obligations of the
Borrower to Lenders hereunder in a cash collateral account to be established by
the Administrative Agent on terms reasonably satisfactory to the Administrative
Agent.

                  (b)      With respect to each repayment of Revolving Loans
required by Section 4.02(a), the Borrower may designate the Types of Revolving
Loans which are to be repaid and, in the case of Eurodollar Loans, the specific
Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of
Eurodollar Loans pursuant to Section 4.02(a) may only be made on the last day of
an Interest Period applicable thereto unless all Eurodollar Loans with Interest
Periods ending on such date of required repayment and all Base Rate Loans have
been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a
single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto, then such Borrowing shall be converted at the end of the then current
Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of
Revolving Loans required by Section 4.02(a) shall be applied pro rata among such
Revolving Loans. In the absence of a designation by the Borrower as described in
the preceding sentence, the Administrative Agent shall, subject to the above,
make such designation in its sole discretion with a view, but no obligation, to
minimize breakage costs owing under Section 1.11.

                  (c)      In addition to any other mandatory repayments
required pursuant to this Section 4.02, (i) all then outstanding Revolving Loans
shall be repaid in full on the Maturity Date and (ii) all then outstanding
Swingline Loans shall be repaid in full on the Swingline Expiry Date.

                  4.03 Method and Place of Payment. Except as otherwise
specifically provided herein, all payments under this Agreement or any Note
shall be made to the Administrative Agent for the account of the Lender or
Lenders entitled thereto not later than 12:00 Noon (New York time) on the date
when due and shall be made in Dollars in immediately available funds at the
Payment Office. Any payments received by the Administrative Agent after such
time shall be deemed to have been received on the next Business Day. Whenever
any payment to be made hereunder or under any Note shall be stated to be due on
a day which is not a Business Day, the due date thereof shall be extended to the
next succeeding Business Day and, with respect to payments of principal,
interest shall be payable at the applicable rate during such extension.

                  4.04 Net Payments; Taxes. (a) All payments made by any Credit
Party hereunder or under any Note will be made without setoff, counterclaim or
other defense. Except as provided in Section 4.04(b), 13.04, 13.14 or 13.15, all
such payments will be made free and clear of, and without deduction or
withholding for, any present or future Taxes now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding, except as provided in the
second succeeding sentence, any tax imposed on or measured by the net income or
net profits of a Lender pursuant to the laws of the jurisdiction in which it is
organized or the jurisdiction in which the principal office or applicable
lending office of such Lender is located or any subdivision thereof or therein)
(all such non-excluded Taxes being referred to collectively as "Withholding
Taxes"). If

                                      -20-

<PAGE>

any Withholding Taxes are so levied or imposed, the Borrower agrees to pay the
full amount of such Withholding Taxes, and such additional amounts as may be
necessary so that every payment of all amounts due under this Agreement or any
other Credit Document or under any Note, after withholding or deduction for or
on account of any Withholding Taxes, will not be less than the amount provided
for herein or in such Credit Document or in such Note. If any amounts are
payable in respect of Withholding Taxes pursuant to the preceding sentence, the
Borrower agrees to reimburse each Lender, upon the written request of such
Lender, for taxes imposed on or measured by the net income or net profits of
such Lender pursuant to the laws of the jurisdiction in which such Lender is
organized or in which the principal office or applicable lending office of such
Lender is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which such Lender is organized or in which
the principal office or applicable lending office of such Lender is located and
for any withholding of taxes as such Lender shall determine are payable by, or
withheld from, such Lender, in respect of such amounts so paid to or on behalf
of such Lender pursuant to the preceding sentence and in respect of any amounts
paid to or on behalf of such Lender pursuant to this sentence. The Borrower will
furnish to the Administrative Agent within 45 days after the date the payment of
any Withholding Taxes is due pursuant to applicable law certified copies of tax
receipts evidencing such payment by the Borrower. The Borrower agrees to
indemnify and hold harmless each Lender, and reimburse such Lender upon its
written request, for the amount of any Withholding Taxes so levied or imposed
and paid by such Lender.

                  (b)      Each Lender that is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income
tax purposes agrees to deliver to the Borrower and the Administrative Agent on
or prior to the Effective Date, or in the case of a Lender that is an assignee
or transferee of an interest under this Agreement pursuant to Section 1.13 or
13.04 (unless the respective Lender was already a Lender hereunder immediately
prior to such assignment or transfer), on the date of such assignment or
transfer to such Lender, (i) two accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI or W-8BEN (with respect to complete
exemption under an income tax treaty) (or successor forms) certifying to such
Lender's entitlement as of such date to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement and
under any Note, or (ii) if the Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8ECI or W-8BEN (with respect to complete exemption under an
income tax treaty) pursuant to clause (i) above, (x) a certificate substantially
in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii)
Certificate") and (y) two accurate and complete original signed copies of
Internal Revenue Service Form W-8BEN (with respect to the portfolio interest
exemption) (or successor form) certifying to such Lender's entitlement to a
complete exemption from United States withholding tax with respect to payments
of interest to be made under this Agreement and under any Note. In addition,
each Lender agrees that from time to time after the Effective Date, when a lapse
in time or change in circumstances renders the previous certification obsolete
or inaccurate in any material respect, it will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to the
benefits of any income tax treaty), Form W-8BEN (with respect to the portfolio
interest exemption) and a Section 4.04(b)(ii) Certificate, as the case may be,
and such other forms as may be required in order to confirm or establish the
entitlement of such Lender to a continued exemption from or reduction in United
States withholding tax with respect to payments under this Agreement and any
Note, or it shall

                                      -21-

<PAGE>

immediately notify the Borrower and the Administrative Agent of its inability to
deliver any such Form or Certificate, in which case such Lender shall not be
required to deliver any such Form or Certificate pursuant to this Section
4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a),
but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
Fees or other amounts payable hereunder for the account of any Lender which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes to the extent that such Lender
has not provided to the Borrower U.S. Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and (y) the
Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up
payments to be made to a Lender in respect of income or similar taxes imposed by
the United States if (I) such Lender has not provided to the Borrower the
Internal Revenue Service Forms required to be provided to the Borrower pursuant
to this Section 4.04(b) or (II) in the case of a payment, other than interest,
to a Lender described in clause (ii) above, to the extent that such Forms do not
establish a complete exemption from withholding of such taxes. Notwithstanding
anything to the contrary contained in the preceding sentence or elsewhere in
this Section 4.04 and except as set forth in Section 13.04(b), the Borrower
agrees to pay any additional amounts and to indemnify each Lender in the manner
set forth in Section 4.04(a) (without regard to the identity of the jurisdiction
requiring the deduction or withholding) in respect of any Taxes deducted or
withheld by it as described in the immediately preceding sentence as a result of
any changes that are effective after the Effective Date in any applicable law,
treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof, relating to the deducting or withholding of such Taxes.

                  (c)      If the Borrower pays any additional amount under this
Section 4.04 to a Lender and such Lender determines in its sole discretion that
it has actually received or realized in connection therewith any refund or any
reduction of, or credit against, its Tax liabilities in or with respect to the
taxable year in which the additional amount is paid (a "Tax Benefit"), such
Lender shall pay to the Borrower an amount that the Lender shall, in its sole
discretion, determine is equal to the net benefit, after tax, which was obtained
by the Lender in such year as a consequence of such Tax Benefit; provided,
however, that (i) any Lender may determine, in its sole discretion consistent
with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes
that are imposed on a Lender as a result of a disallowance or reduction
(including through the expiration of any tax credit carryover or carryback of
such Lender that otherwise would not have expired) of any Tax Benefit with
respect to which such Lender has made a payment to the Borrower pursuant to this
Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to
indemnify such Lender pursuant to this Section 4.04 without any exclusions or
defenses; (iii) nothing in this Section 4.04(c) shall require the Lender to
disclose any confidential information to the Borrower; and (iv) no Lender shall
be required to pay any amounts pursuant to this Section 4.04(c) at any time
during which a Default or Event of Default exists.

                  SECTION 5. Conditions Precedent to the Effective Date. The
occurrence of the Effective Date pursuant to Section 13.10 is subject to the
satisfaction of the following conditions:

                  5.01 Execution of Agreement; Notes. On or prior to the
Effective Date (i) this Agreement shall have been executed and delivered as
provided in Section 13.10 and (ii) there

                                      -22-

<PAGE>

shall have been delivered to the Administrative Agent for the account of each
Lender that has requested same the appropriate Revolving Note executed by the
Borrower and to the Swingline Lender, to the extent the Swingline Lender has
requested same, the Swingline Note executed by the Borrower, in each case, in
the amount, maturity and as otherwise provided herein.

                  5.02 Officer's Certificate. On the Effective Date, the
Administrative Agent shall have received a certificate, dated the Effective
Date, and signed on behalf of the Borrower by an Authorized Representative,
stating that all conditions in Sections 5.07, 5.08, 5.09, 5.12 and 6.02 have
been satisfied on such date.

                  5.03 Opinions of Counsel. On the Effective Date, the
Administrative Agent shall have received (i) from Jones Day, counsel to the
Credit Parties, an opinion addressed to the Agents and each of the Lenders and
dated the Effective Date covering the matters set forth in Exhibit E-1 and such
other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request and (ii) from Stephen R. Avera,
general counsel of the Borrower and special counsel to the other Credit Parties,
an opinion addressed to the Agent and each of the lenders and dated the
Effective Date covering the matters set forth in Exhibit E-2 and such other
matters incident to the transactions contemplated herein as the Administrative
Agent may reasonably request.

                  5.04 Corporate Documents; Proceedings; etc. (a) On the
Effective Date, the Administrative Agent shall have received a certificate,
dated the Effective Date, signed by an Authorized Representative of each Credit
Party, and attested to by another Authorized Representative of such Credit
Party, in the form of Exhibit F with appropriate insertions, together with
copies of the certificate of incorporation and by-laws (or equivalent
organizational documents) of such Credit Party, and the resolutions of such
Credit Party referred to in such certificate, and the foregoing shall be in form
and substance reasonably acceptable to the Administrative Agent.

                  (b)      All corporate, partnership, limited liability company
and legal proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Credit Documents shall
be reasonably satisfactory in form and substance to the Administrative Agent,
and the Administrative Agent shall have received all information and copies of
all documents and papers, including governmental approvals, good standing
certificates and bring-down telegrams, if any, which the Administrative Agent
reasonably may have requested in connection therewith, such documents and papers
where appropriate to be certified by proper corporate or governmental
authorities.

                  5.05 Existing Credit Agreement. On the Effective Date, the
total commitments in respect of the Existing Credit Agreement shall have been
terminated (except as to indemnification and similar provisions, which may
survive to the extent provided therein), and all loans and notes (together with
interest thereon) with respect thereto shall have been repaid in full, all
letters of credit (or acceptances created thereunder) issued thereunder shall
have been terminated (or either (x) incorporated herein as Letters of Credit or
(y) fully supported with Letters of Credit issued hereunder) and all other
amounts (including premiums) owing pursuant to the Existing Credit Agreement
shall have been repaid in full and all documents in respect of the Existing
Credit Agreement and all guarantees with respect thereto shall have been
terminated

                                      -23-

<PAGE>

and be of no further force and effect. In addition, the creditors in respect of
the Existing Credit Agreement shall have terminated and released all security
interests in and Liens on the assets of the Borrower and its Subsidiaries
created pursuant to any security documentation relating to the Existing Credit
Agreement, and such creditors shall have returned all such assets to the
Borrower or such Subsidiary. The Administrative Agent shall have received
evidence satisfactory to it that the matters set forth in this Section 5.05 have
been satisfied on such date.

                  5.06 Guaranties. On the Effective Date, each Subsidiary
Guarantor shall have duly authorized, executed and delivered a Subsidiaries
Guaranty in the form of Exhibit G (as amended, modified or supplemented from
time to time, the "Subsidiaries Guaranty"), and the Subsidiaries Guaranty shall
be in full force and effect.

                  5.07 Outstanding Indebtedness; Preferred Stock. On the
Effective Date and after giving effect to the consummation of the Transaction,
the Borrower and its Subsidiaries shall have no outstanding Indebtedness which
has a principal balance of $2,000,000 or more or Preferred Stock other than (i)
Indebtedness pursuant to this Agreement, and (ii) the Scheduled Existing
Indebtedness identified in Schedule VI hereto, which shall remain outstanding
and in effect after giving effect to the consummation of the Transaction, with
no defaults, events of default, breaches, required repayments, required offer to
purchase or termination rights existing thereunder or arising as a result of the
Transaction and the other transactions contemplated hereby. On and as of the
Effective Date, the Administrative Agent shall be satisfied with the amount of
and the terms and conditions of all Scheduled Existing Indebtedness and
Preferred Stock described above in this Section 5.07.

                  5.08 Adverse Change; Governmental Approvals; etc. (a) On the
Effective Date, nothing shall have occurred (and neither the Administrative
Agent nor the Required Lenders shall have become aware of any facts or
conditions not previously known) which the Administrative Agent or the Required
Lenders shall determine has had, or could reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.

                  (b)      On or prior to the Effective Date, all necessary
governmental (domestic and foreign) and third party approvals and/or consents in
connection with the transactions contemplated by the Credit Documents and
otherwise referred to herein shall have been obtained and remain in effect, and
all applicable waiting periods shall have expired without any action being taken
by any competent authority which restrains, prevents or imposes materially
adverse conditions upon the consummation of the transactions contemplated by the
Credit Documents. Additionally, there shall not exist any judgment, order,
injunction or other restraint issued or filed or a hearing seeking injunctive
relief or other restraint pending or notified prohibiting or imposing materially
adverse conditions upon the making of any Loan, issuance of any Letter of Credit
or the consummation of the transactions contemplated by the Credit Documents.

                  5.09 Litigation. On the Effective Date, no litigation by any
entity (private or governmental) shall be pending or threatened in writing with
respect to this Agreement, any other Credit Document or any other documentation
executed in connection herewith and therewith or the transactions contemplated
hereby and thereby, or which the Administrative Agent or the Required Lenders
shall determine has had, or could reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.

                                      -24-

<PAGE>

                  5.10 Financial Statements. On or prior to the Effective Date,
the Administrative Agent shall have received true and correct copies of the
historical financial statements referred to in Section 7.05(a), which historical
financial statements shall be in form and substance satisfactory to the
Administrative Agent and the Required Lenders.

                  5.11 Solvency Certificate; Leverage Ratio Certificate. On or
prior to the Effective Date, the Administrative Agent shall have received (and
be reasonably satisfied with):

                  (a)      a solvency certificate from the chief financial
         officer or treasurer of the Borrower, in the form of Exhibit H, which
         shall be addressed to the Agents and the Lenders and dated the
         Effective Date, setting forth the conclusions that, after giving effect
         to the Transaction and the incurrence of all of the financings
         contemplated hereby, each of the Borrower and the Borrower and its
         Subsidiaries taken as a whole, is or are not insolvent and will not be
         rendered insolvent by the indebtedness incurred in connection
         therewith, will not be left with unreasonably small capital with which
         to engage in its or their business and will not have incurred debts
         beyond its or their ability to pay such debts as they mature; and

                  (b)      a certificate from the chief financial officer of the
         Borrower in form and substance reasonably satisfactory to the
         Administrative Agent, which shall be addressed to the Agents and the
         Lenders and dated the Effective Date, setting forth the Leverage Ratio
         as of the Effective Date together with such calculations as are
         reasonably required by the Administrative Agent in support thereof.

                  5.12 Fees, etc. On the Effective Date, all reasonable costs,
fees and expenses (including, without limitation, legal fees and expenses)
payable under the terms of this Agreement (or any letter or other agreement with
the Agents) to the Agents and the Lenders shall have been paid to the extent
due.

                  SECTION 6. Conditions Precedent to All Credit Events. The
obligation of each Lender to make Loans (including Loans made on the Effective
Date but excluding Mandatory Borrowings made thereafter, which shall be made as
provided in Section 1.01(c)), and the obligation of an Issuing Lender to issue
any Letter of Credit, is subject, at the time of each such Credit Event, to the
satisfaction of the following conditions:

                  6.01 Effective Date. The Effective Date shall have occurred.

                  6.02 No Default; Representations and Warranties. At the time
of each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date).

                  6.03 Notice of Borrowing; Letter of Credit Request. (a) Prior
to the making of each Revolving Loan (excluding Swingline Loans), the
Administrative Agent shall have received

                                      -25-

<PAGE>

the notice required by Section 1.03(a). Prior to the making of each Swingline
Loan, the Swingline Lender shall have received the notice required by Section
1.03(b)(i).

                  (b)      Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Issuing Lender shall have received a
Letter of Credit Request meeting the requirements of Section 2.03.

                  The acceptance of the benefit of each Credit Event shall
constitute a representation and warranty by the Borrower to the Agents and each
of the Lenders that all the conditions specified in Section 5 (with respect to
Credit Events on the Effective Date) and in this Section 6 (with respect to
Credit Events to occur on or after the Effective Date) and applicable to such
Credit Event have been satisfied as of that time. All of the Notes,
certificates, legal opinions and other documents and papers referred to in
Section 5 and in this Section 6, unless otherwise specified, shall be delivered
to the Administrative Agent at the Notice Office for the account of each of the
Lenders and, except for the Notes, in sufficient counterparts or copies for each
of the Lenders and shall be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Lenders.

                  SECTION 7. Representations, Warranties and Agreements. In
order to induce the Lenders to enter into this Agreement and to make the Loans,
and issue (or participate in) the Letters of Credit as provided herein, the
Borrower makes the following representations, warranties and agreements, in each
case after giving effect to the occurrence of the Effective Date, all of which
shall survive the execution and delivery of this Agreement and the Notes and the
making of the Loans and issuance of the Letters of Credit, with the occurrence
of each Credit Event on or after the Effective Date being deemed to constitute a
representation and warranty that the matters specified in this Section 7 are
true and correct in all material respects on and as of the Effective Date and on
the date of each such Credit Event (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date):

                  7.01 Corporate Status. The Borrower and each of its
Subsidiaries (i) is a duly organized and validly existing corporation, limited
liability company or partnership, as the case may be, in good standing under the
laws of the jurisdiction of its organization or formation, (ii) has the
corporate, limited liability company or partnership power and authority, as the
case may be, to own its property and assets and to transact the business in
which it is engaged and presently proposes to engage and (iii) is duly qualified
and is authorized to do business and is in good standing in each jurisdiction
where the conduct of its business requires such qualifications, except for
failures to be so qualified that, individually or in the aggregate, have not
had, and could not reasonably be expected to have, a Material Adverse Effect.

                  7.02 Corporate Power and Authority. Each Credit Party has the
corporate, limited liability company or partnership power and authority, as the
case may be, to execute, deliver and perform the terms and provisions of each of
the Credit Documents to which it is party and has taken all necessary corporate,
limited liability company or partnership action, as the case may be, to
authorize the execution, delivery and performance by it of each of such Credit
Documents. Each Credit Party has duly executed and delivered each of the Credit
Documents to which it is party, and each of such Credit Documents constitutes
the legal, valid

                                      -26-

<PAGE>

and binding obligation of such Credit Party enforceable in accordance with its
terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws generally affecting creditors' rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law).

                  7.03 No Violation. Neither the execution, delivery or
performance by any Credit Party of the Credit Documents to which it is a party,
nor compliance by it with the terms and provisions thereof, (i) will contravene
any provision of any applicable law, statute, rule or regulation or any
applicable order, writ, injunction or decree of any court or governmental
instrumentality, (ii) will conflict with or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any Lien (other than Permitted Liens) upon any of the material properties or
assets of the Borrower or any of its Subsidiaries pursuant to the terms of any
indenture, mortgage, deed of trust, credit agreement or loan agreement, or any
other material agreement, contract or instrument, to which the Borrower or any
of its Subsidiaries is a party or by which it or any of its property or assets
is bound or to which it may be subject or (iii) will violate any provision of
the Certificate or Articles of Incorporation or By-Laws (or equivalent
organizational documents) of the Borrower or any of its Subsidiaries.

                  7.04 Governmental Approvals. No order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with or exemption by, any governmental or public body or authority, or any
subdivision thereof, is required to authorize, or is required in connection
with, (i) the execution, delivery and performance of any Credit Document or (ii)
the legality, validity, binding effect or enforceability of any such Credit
Document.

                  7.05 Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of
the Borrower and its Subsidiaries for the fiscal year of the Borrower ended
December 28, 2002, and the related consolidated statements of income, cash flows
and shareholders' equity of the Borrower and its Subsidiaries for the fiscal
year of the Borrower ended on such date, copies of which have been furnished to
the Lenders prior to the Effective Date and (ii) the unaudited consolidated
balance sheets of the Borrower and its Subsidiaries for the fiscal quarters of
the Borrower ended on April 19, 2003 and July 12, 2003, and the related
consolidated statements of income and cash flows of the Borrower and its
Subsidiaries for the fiscal quarters of the Borrower ended on such dates, copies
of which have been furnished to the Lenders prior to the Effective Date, in each
case, present fairly in all material respects the financial condition of the
Borrower and its Subsidiaries at the date of such balance sheets and the results
of the operations of the Borrower and its Subsidiaries for the periods covered
thereby. All of the foregoing financial statements have been prepared in
accordance with generally accepted accounting principles and practices
consistently applied (except, in the case of the aforementioned unaudited
financial statements, for normal year-end audit adjustments and the absence of
footnotes).

                  (b)      After giving effect to the Transaction (but for this
purpose assuming that the Transaction and the related financing had occurred
prior to December 28, 2002), since December 28, 2002, there has been no
condition or circumstance that, individually or in the aggregate with

                                      -27-

<PAGE>

such other conditions or circumstances, has had, or could reasonably be
expected to have, a Material Adverse Effect.

                  (c)      On and as of the Effective Date, on a pro forma basis
after giving effect to the Transaction and all other transactions contemplated
by this Agreement and the other Credit Documents and to all Indebtedness
(including the Loans) being incurred or assumed, with respect to each of the
Borrower and the Borrower and its Subsidiaries taken as a whole, (x) the sum of
its or their assets (including goodwill), at a fair valuation, will exceed its
or their debts; (y) it or they have not incurred and do not intend to incur, nor
believe that it or they will incur, debts beyond its or their ability to pay
such debts as such debts mature; and (z) it or they will have sufficient capital
with which to conduct its or their business. For purposes of this Section
7.05(c), "debt" means any liability on a claim and "claim" means (i) right to
payment, whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for
breach of performance if such breach gives rise to a payment, whether or not
such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured or unsecured.

                  (d)      Except as fully disclosed in the financial statements
referred to in Section 7.05(a) or created by the transactions contemplated by
this Agreement and the other Credit Documents, there were, as of the Effective
Date, no material liabilities or obligations with respect to the Borrower or any
of its Subsidiaries of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether or not due) which would, under generally
accepted accounting principles, be required to be disclosed on consolidated
financial statements (or footnotes thereto) of the Borrower and its Subsidiaries
if same had been prepared as of the Effective Date. In addition, as of the
Effective Date, there are no liabilities or obligations with respect to the
Borrower or any of its Subsidiaries of any nature whatsoever not required to be
disclosed in such financial statements in accordance with generally accepted
accounting principles that, individually or in the aggregate, have had, or could
reasonably be expected to have, a Material Adverse Effect.

                  7.06 Litigation. There are no actions, suits or proceedings
pending or threatened in writing (i) with respect to any Credit Document or (ii)
that, individually or in the aggregate, has had, or could reasonably be expected
to have, a Material Adverse Effect.

                  7.07 True and Complete Disclosure. All factual information
(taken as a whole) furnished by or on behalf of the Borrower or any of its
Subsidiaries in writing to any Agent or any Lender (including, without
limitation, all factual information contained in the Credit Documents) for
purposes of or in connection with this Agreement, the other Credit Documents or
any transaction contemplated herein or therein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of the
Borrower or any of its Subsidiaries in writing to any Agent or any Lender will
be, true and accurate in all material respects on the date as of which such
information is dated or certified and not incomplete by omitting to state any
fact necessary to make such information (taken as a whole) not misleading in any
material respect at the time such information was provided.

                  7.08 Use of Proceeds; Margin Regulations. (a) All proceeds of
Loans shall be used (i) to repay all outstanding Indebtedness under the Existing
Credit Agreement, (ii) to pay

                                      -28-

<PAGE>

fees and expenses incurred in connection with the consummation of the
Transaction and (iii) for the Borrower's and its Subsidiaries' ongoing working
capital and general corporate purposes (including capital expenditures and
acquisitions).

                  (b)      Neither the making of any Loan nor the use of the
proceeds thereof nor the occurrence of any other Credit Event will violate or be
inconsistent with the provisions of the Margin Regulations. At the time of each
Credit Event and after giving effect thereto (including after giving effect to
the application of proceeds therefrom), no more than 25% of the value of the
assets of the Borrower, or of the Borrower and its Subsidiaries taken as a
whole, constitutes Margin Stock.

                  7.09 Tax Returns and Payments. The Borrower and each of its
Subsidiaries has timely filed or caused to be timely filed, on the due dates
thereof or within applicable grace periods, with the appropriate taxing
authority, all Federal, state, foreign and other material returns, statements,
forms and reports for taxes (the "Returns") required to be filed by or with
respect to the income, properties or operations of the Borrower and its
Subsidiaries. Each of the Borrower and each of its Subsidiaries has paid all
taxes and assessments payable by it which have become due, other than those
contested in good faith and for which adequate reserves have been established in
accordance with generally accepted accounting principles. There is no action,
suit, proceeding, investigation, audit, or claim now pending or threatened in
writing by any authority regarding any material taxes relating to the Borrower
or its Subsidiaries. Neither the Borrower nor any of its Subsidiaries has
entered into an agreement or waiver or been requested to enter into an agreement
or waiver extending any statute of limitations relating to the payment or
collection of taxes of the Borrower or any of its Subsidiaries, or is aware of
any circumstances that would cause the taxable years or other taxable periods of
the Borrower or any of its Subsidiaries not to be subject to the normally
applicable statute of limitations.

                  7.10 Compliance with ERISA. (a) Each Plan is in substantial
compliance with ERISA and the Code; no Reportable Event has occurred with
respect to a Plan; to the knowledge of the Borrower, no Multiemployer Plan is
insolvent or in reorganization; no Plan has an Unfunded Current Liability which,
when added to the aggregate amount of Unfunded Current Liabilities with respect
to all other Plans, exceeds $100,000,000; no Plan has an accumulated or waived
funding deficiency, or has applied for an extension of any amortization period
within the meaning of Section 412 of the Code; neither the Borrower nor any of
its respective Subsidiaries nor any ERISA Affiliate has incurred any liability
to or on account of a Plan and/or a Multiemployer Plan pursuant to Section 515,
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA; no proceedings have been
instituted to terminate or appoint a trustee to administer any Plan; no action,
suit, proceeding, hearing, audit or investigation with respect to the
administration, operation or investment of assets of any Plan (other than
routine claims for benefits) is pending, expected or threatened; no condition
exists which presents a risk to the Borrower or any of its Subsidiaries or any
ERISA Affiliate of incurring a liability to or on account of a Plan and/or a
Multiemployer Plan pursuant to the foregoing provisions of ERISA and the Code;
using actuarial assumptions and computation methods consistent with Part 1 of
subtitle E of Title IV of ERISA, the aggregate liabilities of the Borrower, its
Subsidiaries and its ERISA Affiliates to all Multiemployer Plans in the event of
a complete withdrawal therefrom, as of the close of the most recent fiscal year
of each such Multiemployer Plan ended prior to the date of the most recent
Credit Event, could not reasonably be expected to have a Material Adverse
Effect.

                                      -29-

<PAGE>

                  (b)      Each Foreign Pension Plan has been maintained in
substantial compliance with its terms and with the requirements of any and all
applicable laws, statutes, rules, regulations and orders and has been
maintained, where required, in good standing with applicable regulatory
authorities. Neither the Borrower nor any of its Subsidiaries has incurred any
obligation in connection with the termination of or withdrawal from any Foreign
Pension Plan. The present value of the accrued benefit liabilities (whether or
not vested) under each Foreign Pension Plan, determined as of the end of the
Borrower's most recently ended fiscal year on the basis of actuarial
assumptions, each of which is reasonable, did not exceed the current value of
the assets of such Foreign Pension Plan allocable to such benefit liabilities.

                  7.11 Properties. The Borrower and each of its Subsidiaries has
good and valid title to all properties owned by them, including all property
reflected in the balance sheets referred to in Sections 7.05(a) (except as sold
or otherwise disposed of since the date of such balance sheet in the ordinary
course of business or otherwise as permitted hereunder), free and clear of all
Liens other than Permitted Liens.

                  7.12 Subsidiaries. As of the Effective Date (i) Schedule IV
sets forth the correct legal name of each Subsidiary of the Borrower, the direct
and indirect (if any) owner of each such Subsidiary and whether each such
Subsidiary is a Wholly-Owned Domestic Subsidiary, and (ii) the Borrower has no
Subsidiaries other than those Subsidiaries listed on such Schedule IV.

                  7.13 Compliance with Statutes, etc. The Borrower and each of
its Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property, except such noncompliances as have not had, and could not
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect.

                  7.14 Investment Company Act. Neither the Borrower nor any of
its Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

                  7.15 Public Utility Holding Company Act. Neither the Borrower
nor any of its Subsidiaries is a "holding company," or a "subsidiary company" of
a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

                  7.16 Environmental Matters. Except to the extent that any
matter described below in this Section 7.16, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect,
(i) the Borrower and each of its Subsidiaries is in compliance with all
applicable Environmental Laws and the requirements of any permits required under
such Environmental Laws; (ii) there are no Environmental Claims pending or
threatened in writing against the Borrower or any of its Subsidiaries or any
Real Property presently or formerly owned, leased or operated by the Borrower or
any of its Subsidiaries; and (iii) there are no facts, circumstances, or
conditions relating to the past or present business or operations of the
Borrower or any of its Subsidiaries (including the disposal of any wastes,
hazardous substances or other materials), or to any Real Property at any time
owned, leased,

                                      -30-

<PAGE>

operated or occupied by the Borrower or any of its Subsidiaries that, to the
knowledge of the Borrower after due inquiry, could reasonably be expected to (A)
to form the basis of an Environmental Claim against the Borrower or any of its
Subsidiaries or any such currently owned Real Property, or (B) to cause any such
currently owned Real Property to be subject to any restriction on the ownership,
occupancy, use or transferability of such Real Property by the Borrower or any
of its Subsidiaries under any applicable Environmental Laws.

                  7.17 Labor Relations. Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a Material Adverse Effect. There is (i) no unfair labor
practice complaint pending against the Borrower or any of its Subsidiaries or
threatened in writing against any of them, before the National Labor Relations
Board, and no material grievance or arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against the Borrower or
any of its Subsidiaries or threatened in writing against any of them, (ii) no
strike, labor dispute, slowdown or stoppage pending against the Borrower or any
of its Subsidiaries or threatened in writing against the Borrower or any of its
Subsidiaries and (iii) to the knowledge of the Borrower after due inquiry, no
union representation proceeding pending with respect to the employees of the
Borrower or any of its Subsidiaries, except (with respect to any matter
specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate) such as have not had, and could not reasonably be expected to have, a
Material Adverse Effect.

                  7.18 Patents, Licenses, Franchises and Formulas. The Borrower
and its Subsidiaries own or have valid licenses to use all material patents,
trademarks, permits, service marks, trade names, copyrights, licenses,
franchises and formulas, or rights with respect to the foregoing, and have
obtained assignments of all leases and other rights of whatever nature,
reasonably necessary for the present conduct of their business, without any
known conflict with the rights of others except for such failures and conflicts
which have not had, and could not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.

                  7.19 Scheduled Existing Indebtedness, etc. Schedule VI sets
forth a true and complete list of all Indebtedness of the Borrower and each of
its Subsidiaries which has a principal balance of $2,000,000 or more as of the
Effective Date and which is to remain outstanding after giving effect to the
Transaction (excluding the Loans and the Letters of Credit, the "Scheduled
Existing Indebtedness"), in each case, showing the aggregate principal amount
thereof and the name of the respective borrower and any Credit Party or any of
its Subsidiaries which directly or indirectly guaranteed such debt and
describing any security therefor.

                  SECTION 8. Affirmative Covenants. The Borrower hereby
covenants and agrees that on and after the Effective Date and until the Total
Commitment and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings (in each case together with interest thereon), Fees and all
other Obligations (other than indemnities described in Section 13.13 which are
not then due and payable) incurred hereunder and thereunder, are paid in full:

                                      -31-

<PAGE>

                  8.01 Information Covenants. The Borrower will furnish to each
Lender:

                  (a)      Quarterly Financial Statements. As soon as available
and in any event within 45 days after the close of each of the first three
fiscal quarters in each fiscal year of the Borrower, (i) the consolidated
balance sheets of the Borrower and its Subsidiaries, in each case, as at the end
of such quarterly period and the related consolidated statements of income and
retained earnings and consolidated statements of cash flows, in each case for
such fiscal quarter and for the elapsed portion of the fiscal year ended with
the last day of such quarterly period, and in each case, setting forth
comparative figures for the corresponding quarterly accounting period in the
prior fiscal year, all of which shall be certified by the chief financial
officer of the Borrower, subject to normal year-end audit adjustments and the
absence of footnotes, and (ii) management's discussion and analysis of the
important operational and financial developments during the fiscal quarter and
year-to-date periods (it being understood and agreed that the delivery of such
management's discussion and analysis as contained in the Borrower's quarterly
report on Form 10-Q shall satisfy the requirement contained in this clause
(ii)).

                  (b)      Annual Financial Statements. Within 90 days after the
close of each fiscal year of the Borrower, (i) the consolidated balance sheets
of the Borrower and its Subsidiaries, in each case, as at the end of such fiscal
year and the related consolidated statements of income and retained earnings and
consolidated statements of cash flows, in each case for such fiscal year setting
forth comparative figures for the preceding fiscal year and certified (x) in the
case of such consolidated financial statements, by PricewaterhouseCoopers LLP or
such other independent certified public accountants of recognized national
standing reasonably acceptable to the Administrative Agent, and (y) in the case
of such financial statements, by the chief financial officer of the Borrower
together with a report of such accounting firm stating that in the course of its
regular audit of the financial statements of the Borrower and its Subsidiaries,
which audit was conducted in accordance with generally accepted auditing
standards, such accounting firm obtained no knowledge of any Default or Event of
Default which has occurred and is continuing as a result of a violation of any
of Sections 9.01(xii), 9.02(b), 9.02(c), 9.04, 9.05, 9.07, 9.08, and/or 9.09 or,
if in the opinion of such accounting firm such a Default or Event of Default has
occurred and is continuing, a statement as to the nature thereof and (ii)
management's discussion and analysis of the important operational and financial
developments during such fiscal year (it being understood and agreed that the
delivery of such management's discussion and analysis as contained in the
Borrower's annual report on Form 10-K shall satisfy the requirement contained in
this clause (ii)).

                  (c)      Officer's Certificates. At the time of the delivery
of the financial statements provided for in Section 8.01(a) and (b), a
certificate of an Authorized Representative of the Borrower in the form of
Exhibit J to the effect that, (i) to the best of such Authorized
Representative's knowledge, no Default or Event of Default has occurred and is
continuing or, if any Default or Event of Default has occurred and is
continuing, specifying the nature and extent thereof, which certificate shall
set forth the calculations required to establish whether the Borrower was in
compliance with the provisions of Sections 9.01(xii), 9.07, 9.08 and 9.09 at the
end of such fiscal quarter or year, as the case may be and (ii) there have been
no changes since the Effective Date or, if later, since the date of the most
recent certificate delivered pursuant to this Section 8.01(c)(ii), to Schedule
IV to this Agreement or, if there have been any such changes, a list in

                                      -32-

<PAGE>

reasonable detail of such changes and a certification that the Borrower and its
Subsidiaries have taken all action required by Sections 8.10 with respect to any
new Subsidiaries.

                  (d)      Notice of Default or Litigation. Promptly, and in any
event within three Business Days (or five Business Days in the case of following
clause (ii)) after the Borrower obtains knowledge thereof, notice of (i) the
occurrence of any event which constitutes a Default or Event of Default, or (ii)
any litigation or governmental investigation or proceeding pending or threatened
in writing (x) against the Borrower or any of its Subsidiaries which has had, or
could reasonably be expected to have, a Material Adverse Effect or (y) with
respect to any Credit Document.

                  (e)      Environmental Matters. Promptly upon, and in any
event within ten Business Days after, the Borrower obtains knowledge thereof,
notice of any of the following environmental matters occurring after the
Effective Date, except to the extent that such environmental matters have not
had, and could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect:

                  (i)      any Environmental Claim pending or threatened in
         writing against the Borrower or any of its Subsidiaries or any Real
         Property owned or operated or occupied by the Borrower or any of its
         Subsidiaries;

                  (ii)     any condition or occurrence on or arising from any
         Real Property owned or operated or occupied by the Borrower or any of
         its Subsidiaries that (a) results in noncompliance by the Borrower or
         such Subsidiary with any applicable Environmental Law or (b) could
         reasonably be expected to form the basis of an Environmental Claim
         against the Borrower or any of its Subsidiaries or any such Real
         Property;

                  (iii)    any condition or occurrence on any Real Property
         owned or operated or occupied by the Borrower or any of its
         Subsidiaries that could reasonably be expected to cause such Real
         Property to be subject to any restrictions on the ownership, occupancy,
         use or transferability by the Borrower or such Subsidiary of such Real
         Property under any Environmental Law; and

                  (iv)     the taking of any removal or remedial action in
         response to the actual or alleged presence of any Hazardous Material on
         any Real Property owned or operated or occupied by the Borrower or any
         of its Subsidiaries as required by any Environmental Law or any
         governmental or other administrative agency.

                  All such notices shall describe in reasonable detail the
nature of the claim, investigation, condition, occurrence or removal or remedial
action and the Borrower's or such Subsidiary's response thereto. In addition,
the Borrower will provide the Lenders with copies of all material communications
with any government or governmental agency and all material communications with
any Person relating to any Environmental Claim of which notice is required to be
given pursuant to this Section 8.01(e), and such detailed reports of any such
Environmental Claim as may reasonably be requested by the Lenders; provided
that, in any event, the Borrower shall deliver to the Administrative Agent all
material notices received by the

                                      -33-

<PAGE>

Borrower or any of its Subsidiaries from any government or governmental agency
under, or pursuant to, CERCLA.

                  (f)      Other Reports and Filings. Promptly, copies of all
financial information, proxy materials and other information and reports, if
any, which the Borrower or any of its Subsidiaries shall file with the
Securities and Exchange Commission or any successor thereto (the "SEC") or
deliver to holders of its Indebtedness (or any trustee, agent or other
representative therefor) pursuant to the terms of the documentation governing
such Indebtedness.

                  (g)      Debt Rating. Promptly upon, and in any event within
five Business Days after, an Authorized Representative of the Borrower obtains
knowledge of any change by Moody's or S&P in any Debt Rating, notice of such
change.

                  (h)      Other Information. From time to time, such other
information or documents (financial or otherwise) with respect to the Borrower
or any of its Subsidiaries as the Administrative Agent or Lender may reasonably
request in writing.

                  8.02 Books, Records and Inspections. The Borrower will, and
will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries in conformity with generally accepted
accounting principles and all requirements of law shall be made of all dealings
and transactions in relation to its business and activities. The Borrower will,
and will cause each of its Subsidiaries to, permit officers and designated
representatives of the Administrative Agent or any Lender to visit and inspect,
after reasonable notice during regular business hours and under guidance of
officers of the Borrower or such Subsidiary, any of the properties of the
Borrower or such Subsidiary, and to examine the books of account of the Borrower
or such Subsidiary and discuss the affairs, finances and accounts of the
Borrower or such Subsidiary with, and be advised as to the same by, its and
their officers and independent accountants, all upon reasonable advance notice
and at such reasonable times and intervals and to such reasonable extent as the
Administrative Agent or such Lender may request.

                  8.03 Maintenance of Property; Insurance. The Borrower will,
and will cause each of its Subsidiaries to, (i) keep all property necessary to
the business of the Borrower and its Subsidiaries in good working order and
condition, ordinary wear and tear excepted, and (ii) maintain insurance on all
its property in at least such amounts and against at least such risks and with
such deductibles or self-insured retentions as is consistent and in accordance
with industry practice.

                  8.04 Corporate Franchises. The Borrower will, and will cause
each of its Subsidiaries to, do or cause to be done, all things necessary to
preserve and keep in full force and effect its existence and its material
rights, franchises, licenses and patents used in its business; provided,
however, that nothing in this Section 8.04 shall prevent (i) sales of assets,
mergers or other transactions by or among the Borrower or any of its
Subsidiaries in accordance with Section 9.02, (ii) the withdrawal by the
Borrower or any of the Subsidiaries of its qualification as a foreign
corporation or the failure to qualify as a foreign corporation in any
jurisdiction which would not in any way materially and adversely affect the
Lenders, and where such withdrawals, failures or amendments, as the case may be,
have not had, and could not reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect or (iii) the abandon-

                                      -34-

<PAGE>

ment by the Borrower or any of its Subsidiaries of any rights, franchises,
licenses and patents that the Borrower reasonably determines are not useful to
or needed in its or their business, as the case may be.

                  8.05 Compliance with Statutes, etc. The Borrower will, and
will cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such noncompliances as have
not had, and could not reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect.

                  8.06 Compliance with Environmental Laws. The Borrower will,
and will cause each of its Subsidiaries to, comply with all Environmental Laws
applicable to the Borrower and its Subsidiaries (and the respective businesses
conducted by them) and the ownership or use of any Real Property now or
hereafter owned or operated by the Borrower or any of its Subsidiaries, and will
within a reasonable time period pay or cause to be paid all costs and expenses
incurred in connection with such compliance (except to the extent being
contested in good faith). Furthermore, neither the Borrower nor any of its
Subsidiaries will generate, use, treat, store, release or dispose of, or permit
the generation, use, treatment, storage, release or disposal of, Hazardous
Materials on any Real Property now or hereafter owned or operated or occupied by
the Borrower or any of its Subsidiaries, or transport or permit the
transportation of Hazardous Materials to or from any such Real Property.
Notwithstanding anything to the contrary contained above, the covenant contained
above in this Section 8.06 shall only be violated if the aggregate effect of all
failures and noncompliances with respect to the matters described above in this
Section 8.06 has had, or could reasonably be expected to have, a Material
Adverse Effect.

                  8.07 ERISA. As soon as possible and, in any event, within 30
days after the Borrower or any of its Subsidiaries or any ERISA Affiliate knows
or has reason to know of the occurrence of any of the following, the Borrower
will deliver to the Administrative Agent, and the Administrative Agent shall
promptly forward to each Lender, a certificate of an Authorized Representative
of the Borrower setting forth details as to such occurrence and the action, if
any, that the Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given to
or filed with or by the Borrower, such Subsidiary, the ERISA Affiliate, the
PBGC, or a Plan or Multiemployer Plan participant, or the Plan administrator
with respect thereto: (i) that a Reportable Event has occurred; (ii) that an
accumulated funding deficiency has been incurred or an application is likely to
be or has been made to the Secretary of the Treasury for a waiver or
modification of the minimum funding standard (including any required installment
payments) or an extension of any amortization period under Section 412 of the
Code with respect to a Plan and/or a Multiemployer Plan; (iii) that a Plan
and/or Multiemployer Plan has been or is reasonably expected to be terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA; (iv)
that a Plan and/or a Multiemployer Plan has an Unfunded Current Liability giving
rise to a lien under ERISA or the Code; (v) that proceedings are likely to be or
have been instituted or notice has been given to terminate or appoint a trustee
to administer a Plan and/or a Multiemployer Plan; (vi) that a proceeding has
been instituted pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Multiemployer Plan if material in amount; (vii) that the
Borrower, any of its

                                      -35-

<PAGE>

Subsidiaries or any ERISA Affiliate will or is reasonably expected to incur any
liability (including any indirect, contingent or secondary liability) to or on
account of the termination of or withdrawal from a Plan and/or Multiemployer
Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan and/or Multiemployer Plan under Section 401(a)(29) of the Code
which could reasonably be expected to have a Material Adverse Effect; or that
the Borrower or any Subsidiary is reasonably expected to incur any liability
pursuant to any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) that provides benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA) or any employee pension benefit
plan (as defined in Section 3(2) of ERISA) which liability, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.
Upon request, the Borrower will deliver to each of the Lenders a complete copy
of the annual report (Form 5500) of each Plan required to be filed with the
Internal Revenue Service. In addition to any certificates or notices delivered
to the Lenders pursuant to the first sentence hereof, copies of such annual
reports and any material notices received by the Borrower or any of its
Subsidiaries or any ERISA Affiliate with respect to any Plan and/or
Multiemployer Plan and/or Foreign Pension Plan shall be delivered to the Lenders
no later than 30 days after the date such report has been requested or such
notice has been received by the Borrower, such Subsidiary or such ERISA
Affiliate, as applicable. The Borrower and each of its applicable Subsidiaries
shall ensure that all Foreign Pension Plans administered by it or into which it
makes payments obtains or retains (as applicable) registered status under and as
required by applicable law and is administered in a timely manner in all
respects in compliance with all applicable laws except where the failure to do
any of the foregoing could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Affect.

                  8.08 End of Fiscal Years; Fiscal Quarters. The Borrower shall
cause (i) each of its, and each of its Subsidiaries', fiscal years to end on the
Saturday closest to December 31 of each year and (ii) each of its, and each of
its Subsidiaries', fiscal quarters to end on the date which is sixteen weeks
after the last day of the previous fiscal year, twenty-eight weeks after the
last day of the previous fiscal year, forty weeks after the last day of the
previous fiscal year, or fifty-two weeks after the last day of the previous
fiscal year.

                  8.09 Payment of Taxes. The Borrower will pay and discharge, or
cause to be paid and discharged, and will cause each of its Subsidiaries to pay
and discharge, all taxes, assessments and governmental charges or levies imposed
upon it or upon its income or profits, or upon any properties belonging to it,
in each case on a timely basis and prior to the date on which penalties attach
thereto and all lawful claims which, if unpaid, might become a Lien or charge
upon any properties of the Borrower or any of its Subsidiaries not otherwise
permitted under Section 9.01(i); provided that neither the Borrower nor any of
its Subsidiaries shall be required to pay any such tax, assessment, charge, levy
or claim which is being contested in good faith and by proper proceedings if it
has maintained adequate reserves with respect thereto in accordance with
generally accepted accounting principles.

                  8.10 Additional Subsidiary Guarantors. The Borrower agrees to
cause each of its Wholly-Owned Domestic Subsidiaries that are acquired or
created after the Effective Date to promptly (and in any event within 20
Business Days of such acquisition or creation) execute and deliver a counterpart
of (or, if requested by the Administrative Agent, an assumption agreement or a
Joinder Agreement in respect of) the Subsidiaries Guaranty.

                                      -36-

<PAGE>

                  8.11 Use of Proceeds. The Borrower will use the proceeds of
the Loans only as provided in Section 7.08.

                  SECTION 9. Negative Covenants. The Borrower covenants and
agrees that on and after the Effective Date and until the Total Commitment and
all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings
(in each case together with interest thereon), Fees and all other Obligations
(other than indemnities described in Section 13.03 which are not then due and
payable) incurred hereunder and thereunder, are paid in full:

                  9.01 Liens. The Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or
with respect to any property or assets (real or personal, tangible or
intangible) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable with recourse to the Borrower
or any of its Subsidiaries), or assign any right to receive income or permit the
filing of any financing statement under the UCC or any other similar notice of
Lien under any similar recording or notice statute; provided that the provisions
of this Section 9.01 shall not prevent the creation, incurrence, filing,
assumption or existence of the following (Liens described below are herein
referred to as "Permitted Liens"):

                  (i)      inchoate Liens for taxes, assessments or governmental
         charges or levies not yet due and payable or Liens for taxes,
         assessments or governmental charges or levies being contested in good
         faith and by appropriate proceedings for which adequate reserves have
         been established in accordance with generally accepted accounting
         principles in the United States (or the equivalent thereof in any
         country in which a Foreign Subsidiary is doing business, as
         applicable);

                  (ii)     Liens in respect of property or assets of the
         Borrower or any of its Subsidiaries imposed by law, which were incurred
         in the ordinary course of business and do not secure Indebtedness for
         borrowed money, such as carriers', warehousemen's, materialmen's and
         mechanics' liens and other similar Liens arising in the ordinary course
         of business, and (x) which do not in the aggregate materially detract
         from the value of the Borrowers' or such Subsidiary's property or
         assets or materially impair the use thereof in the operation of the
         business of the Borrower or such Subsidiary or (y) which are being
         contested in good faith by appropriate proceedings, which proceedings
         (or orders entered in connection with such proceedings) have the effect
         of preventing the forfeiture or sale of the property or assets subject
         to any such Lien;

                  (iii)    Liens in existence on the Effective Date which are
         listed, and the property subject thereto described, in Schedule V, plus
         renewals, replacements and extensions of such Liens, provided that (x)
         the aggregate principal amount of the Indebtedness, if any, secured by
         such Liens does not increase from that amount outstanding at the time
         of any such renewal, replacement or extension and (y) any such renewal,
         replacement or extension does not encumber any additional assets or
         properties of the Borrower or any of its Subsidiaries;

                                      -37-

<PAGE>

                  (iv)     easements, rights-of-way, restrictions (including
         zoning restrictions), encroachments and other similar charges or
         encumbrances, and minor title deficiencies, in each case whether now or
         hereafter in existence, not securing Indebtedness and not materially
         interfering with the conduct of the business of the Borrower or any of
         its Subsidiaries;

                  (v)      Liens arising from the rights of lessors under
         operating leases entered into by the Borrower or any of its
         Subsidiaries in the ordinary course of business;

                  (vi)     Liens arising out of the existence of judgments or
         awards not constituting an Event of Default under Section 10.08;

                  (vii)    statutory and common law landlords' liens (or
         contractual landlords' liens which are limited solely to the leased
         premises which are the subject of such contract and fixtures thereon)
         under leases or subleases to which the Borrower or any of its
         Subsidiaries is a party;

                  (viii)   any interest or title of a lessor, sublessor,
         licensee or licensor under any lease or license agreement permitted by
         this Agreement;

                  (ix)     Liens (other than any Lien imposed by ERISA) incurred
         in the ordinary course of business of the Borrower or any of its
         Subsidiaries in connection with workers' compensation, unemployment
         insurance and other social security legislation;

                  (x)      Liens (x) to secure the performance by the Borrower
         or any of its Subsidiaries of tenders, statutory obligations (other
         than excise taxes), surety, stay, customs and appeal bonds, statutory
         bonds, bids, leases, government contracts, trade contracts, performance
         and return of money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money) and securing liability
         for premiums to insurance carriers or (y) to secure the performance by
         the Borrower or any of its Subsidiaries of leases of Real Property, to
         the extent incurred or made in the ordinary course of business
         consistent with past practices;

                  (xi)     Liens in favor of customs and revenue authorities
         arising as a matter of law to secure the payment of customs duties in
         connection with the importation of goods; and

                  (xii)    Liens not otherwise permitted pursuant to this
         Section 9.01 which secure obligations otherwise permitted under this
         Agreement not exceeding, when added to the aggregate principal amount
         of unsecured Permitted Subsidiary Indebtedness at any time outstanding,
         $75,000,000 in aggregate principal amount at any time outstanding and
         which apply to property and/or assets with an aggregate fair market
         value (as determined in good faith by an Authorized Representative of
         the Borrower or the Board of Directors of the Borrower) not to exceed
         at any time 120% of the amount referred to above in this clause (xii).

                  9.02 Consolidations, Mergers, Sales of Assets and
Acquisitions. (a) The Borrower will not, and will not permit any of its
Subsidiaries to, consolidate or merge with or

                                      -38-

<PAGE>

into any other Person, provided that the Borrower and its Subsidiaries may
consolidate or merge with or into other Persons so long as (i) both before and
immediately after giving effect thereto, no Specified Default or Event of
Default shall have occurred and be continuing, (ii) in the case of any
consolidation or merger involving the Borrower, the Borrower is the corporation
surviving such consolidation or merger and (iii) in the case of any
consolidation or merger involving a Subsidiary Guarantor, the Subsidiary
Guarantor is the surviving Person unless the respective Subsidiary Guarantor is
consolidating with or merging into the Borrower (in which case the Borrower will
be the survivor thereof).

                  (b)      The Borrower will not, and will not permit any of its
Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or
dispose of, voluntarily or involuntarily (any of the foregoing being referred to
in this Section 9.02(b) as a "Disposition" and any series of related
Dispositions constituting but a single Disposition), any of its properties or
assets, tangible or intangible (including but not limited to sale, assignment,
discount or other disposition of accounts, contract rights, chattel paper or
general intangibles with or without recourse), provided that (A) such
Dispositions shall be permitted if (i) such Disposition is in an arm's length
transaction and the Borrower or its respective Subsidiary receives at least fair
market value therefor (as determined in good faith by an Authorized
Representative of the Borrower or the Board of Directors of the Borrower) and
(ii) the fair market value of the assets sold, conveyed, assigned, leased,
abandoned or otherwise transferred or disposed of pursuant to any Disposition or
Dispositions (as determined in good faith by an Authorized Representative of the
Borrower or the Board of Directors of the Borrower), when added to the fair
market value of the assets sold, conveyed, assigned, leased, abandoned or
otherwise transferred or disposed of pursuant to all such other Disposition or
Dispositions previously consummated after the Effective Date (as determined in
good faith by an Authorized Representative of the Borrower or the Board of
Directors of the Borrower), does not constitute more than 20% of the
consolidated assets of the Borrower and its Subsidiaries as of the time of such
Disposition (after giving effect thereto) and (B) the Borrower may make
Dispositions to Subsidiary Guarantors and any Subsidiary Guarantor may make
Dispositions to the Borrower or any other Subsidiary Guarantor.

                  (c)      The Borrower will not, and will not permit any of its
Subsidiaries to, consummate any Significant Acquisition unless (i) no Specified
Default or Event of Default then exists or would result therefrom and (ii) the
Borrower shall have delivered to the Administrative Agent an officer's
certificate (together with reasonably detailed calculations) demonstrating
compliance with the covenants contained in Sections 9.07, 9.08 and 9.09, for the
period (each, a "Calculation Period") of four consecutive fiscal quarters (taken
as one accounting period) most recently ended for which financial statements
have been delivered (or were required to be delivered) pursuant to Section
8.01(a) or (b), as the case may be, prior to the date of such Significant
Acquisition, on a pro forma basis as if the respective Significant Acquisition
(as well as all other Dispositions and Acquisitions theretofore consummated
after the first day of such Calculation Period) had occurred on the first day of
such Calculation Period, and such recalculations shall show that such financial
covenants would have been complied with if such Significant Acquisition (as well
as all other Dispositions and Acquisitions theretofore consummated after the
first day of such Calculation Period) had occurred on the first day of such
Calculation Period.

                                      -39-
<PAGE>

                  9.03 Dissolution, etc. The Borrower will not, and will not
permit any of its Subsidiaries to, dissolve or liquidate, either in whole or in
part, except (i) to the extent permitted by Section 9.02(a) and (ii) inactive
Subsidiaries of the Borrower (i.e., Subsidiaries of the Borrower that do not
conduct business) may be dissolved or liquidated from time to time so long as
(x) no Specified Default or Event of Default then exists or would result
therefrom and (y) the Borrower determines that such dissolution or liquidation
is not adverse to the interests of the Lenders.

                  9.04 Restricted Payments. The Borrower shall not declare or
pay any dividends, purchase, redeem, retire, defease or otherwise acquire for
value any of its Equity Interests now or hereafter outstanding, return any
capital to its shareholders, partners or members (or the equivalent Persons
thereof) as such, make any distribution of assets, Equity Interests, obligations
or securities to its shareholders, partners or members (or the equivalent
Persons thereof) as the case may be, or permit any of its Subsidiaries to
purchase, redeem, retire, defease or otherwise acquire for value any Equity
Interests in the Borrower if, in any case referred to above, either (i) any
Specified Default or any Event of Default has occurred, is continuing or would
result therefrom or (ii) an Event of Default would exist under Section 9.09
after giving effect to any such action described above in this Section 9.04,
assuming for the purposes of this clause (ii) that any such payment, when taken
together with all other actions described above in this Section 9.04 that have
occurred after the last day of the most recently ended fiscal period for which
financial statements have been delivered pursuant to Section 8.01(a) or (b), in
each case, occurred on the last day of the most recently ended fiscal period for
which financial statements have been delivered pursuant to Section 8.01(a) or
(b).

                  9.05 Indebtedness. The Borrower will not, and will not permit
any of its Subsidiaries to, contract, create, incur, assume or suffer to exist
any Indebtedness, except for (i) Indebtedness incurred pursuant to this
Agreement and the other Credit Documents, (ii) Permitted Borrower Indebtedness,
(iii) Permitted Subsidiary Indebtedness, (iv) Permitted Subsidiary Guarantee
Obligations and (v) Scheduled Existing Indebtedness to the extent the same is
listed on Schedule VI, together with, in the case of this clause (v), any
refinancings or renewals thereof, in each case so long as no additional obligors
or guarantors, or additional security, is provided in connection with the
respective renewal or refinancing and so long as the principal amount is not
increased as a result thereof.

                  9.06 Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into or be a party to a
transaction with any Affiliate of the Borrower or any other Subsidiary of the
Borrower, except for transactions between (i) the Borrower and any Subsidiary
Guarantor, (ii) any Subsidiary Guarantor and any other Subsidiary Guarantor or
(iii) the Borrower or any Subsidiary of the Borrower on one hand and any
Affiliate of the Borrower and/or any other Subsidiary of the Borrower on the
other hand, so long as all such transactions referred to in this clause (iii)
are entered into in good faith in the ordinary course of business consistent
with past practice and on terms no less favorable to the Borrower or such
Subsidiary of the Borrower than those that could have been obtained in a
comparable transaction on an arm's length basis from an unrelated Person.

                  9.07 Maximum Leverage Ratio. The Borrower will not permit the
Leverage Ratio at any time to be greater than 2.50:1.00.

                                      -40-
<PAGE>

                  9.08 Minimum Interest Coverage Ratio. The Borrower will not
permit the Consolidated Interest Coverage Ratio on the last day of any fiscal
quarter of the Borrower to be less than 4.50:1.00.

                  9.09 Minimum Tangible Net Worth. The Borrower will permit its
Consolidated Tangible Net Worth on the last day of any fiscal quarter of the
Borrower to be less than $450,000,000.

                  9.10 Business. The Borrower will not, and will not permit any
of its Subsidiaries to, engage (directly or indirectly) in any business other
than substantially the same lines of business in which they are engaged on the
Effective Date and reasonable extensions thereof and other businesses that are
complimentary or reasonably related thereto.

                  9.11 Limitation on Certain Restrictions on Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (x) pay
dividends or make any other distributions on its Equity Interests or any other
interest or participation in its profits owned by the Borrower or any of its
Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its
Subsidiaries, (y) make loans or advances to the Borrower or any of its
Subsidiaries or (z) transfer any of its properties or assets to the Borrower or
any of its Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) this Agreement and the other
Credit Documents, (iii) in the case of the foregoing clauses (y) (solely to the
extent such encumbrance or restriction only applies to loans or advances made by
any such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and
not loans and advances to be made by any such Subsidiary to the Borrower) and
(z) of this Section 9.11, other Indebtedness permitted pursuant to Section 9.05,
(iv) holders of Permitted Liens may restrict the transfer of any assets subject
thereto, (v) customary provisions restricting subletting or assignment of any
lease governing a leasehold interest of the Borrower or of any Subsidiary of the
Borrower, and (vi) customary provisions restricting assignment of any licensing
agreement entered into by the Borrower or any of its Subsidiaries in the
ordinary course of business.

                  9.12 Limitation on Issuance of Capital Stock. (a) The Borrower
will not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock
or (y) Disqualified Preferred Stock so long as, on the date of any an issuance
of Disqualified Preferred Stock, (I) no Specified Default or Event of Default
then exists or would result therefrom and (II) the Borrower is in compliance
with the covenants contained in Sections 9.07, 9.08 and 9.09 for the most
recently ended Calculation Period, on a pro forma basis as if the respective
issuance of Disqualified Preferred Stock (as well as all other issuances of
Disqualified Preferred Stock theretofore consummated after the first day of such
Calculation Period) had occurred on the first day of such Calculation Period or
(ii) any redeemable common stock other than common stock that is redeemable at
the sole option of the Borrower.

                  (b)     The Borrower shall not permit any of its Subsidiaries
to issue any Equity Interests (including by way of sales of treasury stock) or
any options or warrants to purchase, or securities convertible into, capital
stock, except for issuances of non-redeemable common equity interests issued (i)
for transfers and replacements of then outstanding shares of capital stock, (ii)
for

                                      -41-
<PAGE>

stock splits, stock dividends and additional issuances which do not decrease the
percentage ownership of the Borrower or any of its Subsidiaries in any class of
the capital stock of such Subsidiaries, (iii) to qualify directors to the extent
required by applicable law, and (iv) by newly created or acquired Subsidiaries
in accordance with the terms of this Agreement.

                  SECTION 10. Events of Default. Upon the occurrence of any of
the following specified events (each an "Event of Default"):

                  10.01 Payments. The Borrower shall (i) default in the payment
when due of any principal of any Loan or any Note or (ii) default, and such
default shall continue unremedied for three or more Business Days, in the
payment when due of any Unpaid Drawings or interest on any Loan or Note, or any
Fees or any other amounts owing hereunder or thereunder; or

                  10.02 Representations, etc. Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any certificate delivered pursuant hereto or thereto shall prove to be untrue in
any material respect on the date as of which made or deemed made; or

                  10.03 Covenants. The Borrower shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(d)(i), 8.08, 8.10 or Section 9 or (ii) default in the due
performance or observance by it of any other term, covenant or agreement
contained in this Agreement and such default shall continue unremedied for a
period of 30 days after written notice to the Borrower by the Administrative
Agent or any Lender; or

                  10.04 Default Under Other Agreements. (i) The Borrower or any
of its Subsidiaries shall default in any payment of any Indebtedness (other than
the Obligations) beyond the period of grace or cure, if any, provided in the
instrument or agreement under which such Indebtedness was created; or (ii) the
Borrower or any of its Subsidiaries shall default in the observance or
performance of any agreement or condition relating to any Indebtedness (other
than the Obligations) or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or to
permit the holder or holders of such Indebtedness (or a trustee or agent on
behalf of such holder or holders) to cause (after giving effect to any grace or
cure period, but determined without regard to whether any notice is required),
any such Indebtedness to become due prior to its stated maturity; or (iii) any
Indebtedness (other than the Obligations) of the Borrower or any of its
Subsidiaries shall be declared to be due and payable, or required to be prepaid
(other than (x) by a regularly scheduled required prepayment or (y) as a
mandatory prepayment (unless such required prepayment or mandatory prepayment
results from a default thereunder or an event of the type that constitutes an
Event of Default)), prior to the stated maturity thereof, provided that it shall
not be a Default or Event of Default under this Section 10.04 unless the
aggregate principal amount of all Indebtedness as described in preceding clauses
(i) through (iii), inclusive, is at least $25,000,000; or

                  10.05 Bankruptcy, etc. The Borrower or any of its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy" as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code"); or an

                                      -42-
<PAGE>

involuntary case is commenced against the Borrower or any of its Subsidiaries
and the petition is not controverted within 10 days after service of summons, or
is not dismissed within 60 days after service of summons, after commencement of
the case; or a custodian (as defined in the Bankruptcy Code) is appointed for,
or takes charge of, all or substantially all of the property of the Borrower or
any of its Subsidiaries, or the Borrower or any of its Subsidiaries commences
any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Borrower or any
of its Subsidiaries, or there is commenced against the Borrower or any of its
Subsidiaries any such proceeding which remains undismissed for a period of 60
days, or the Borrower or any of its Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or the Borrower or any of its Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or the
Borrower or any of its Subsidiaries makes a general assignment for the benefit
of creditors; or any corporate action is taken by the Borrower or any of its
Subsidiaries for the purpose of effecting any of the foregoing; or

                  10.06 ERISA. (a) Any Plan and/or Multiemployer Plan shall fail
to satisfy the minimum funding standard required for any plan year or part
thereof or a waiver of such standard or extension of any amortization period is
sought or granted under Section 412 of the Code, any Plan and/or Multiemployer
Plan shall have had or is likely to have a trustee appointed to administer such
Plan and/or Multiemployer Plan pursuant to Section 4042 of ERISA, any Plan
and/or Multiemployer Plan shall have been or is reasonably expected to be
terminated or to be the subject of termination proceedings under Section 4042 of
ERISA, any Plan and/or Multiemployer Plan shall have an Unfunded Current
Liability, a contribution required to be made to a Plan, Multiemployer Plan
and/or Foreign Pension Plan has not been timely made, the Borrower or any of its
respective Subsidiaries or any ERISA Affiliate have incurred or is reasonably
expected to incur a liability to or on account of a Plan and/or Multiemployer
Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204
or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the Code, or the
Borrower or any of its respective Subsidiaries have incurred or are reasonably
expected to incur liabilities pursuant to one or more employee welfare benefit
plans (as defined in Section 3(1) of ERISA) which provide benefits to retired
employees or other former employees (other than as required by Section 601 of
ERISA) or employee pension benefit plans (as defined in Section 3(2) of ERISA)
or Foreign Pension Plans; (b) there shall result from any such event or events
the imposition of a lien, the granting of a security interest, or a liability or
a material risk of incurring a liability; (c) and in each case in clauses (a)
and (b) above, such lien, security interest or liability, individually, or in
the aggregate, has had or could reasonably be expected to have a Material
Adverse Effect; or

                  10.07 Subsidiaries Guaranty. The Subsidiaries Guaranty or any
provision thereof shall cease to be in full force or effect as to any Subsidiary
Guarantor (unless such Subsidiary Guarantor is no longer a Subsidiary by virtue
of liquidation, sale, merger or consolidation permitted by Section 9.02 or
Section 9.03), or any Subsidiary Guarantor (or Person acting by or on behalf of
such Subsidiary Guarantor) shall deny or disaffirm such Subsidiary Guarantor's
obligations under the Subsidiaries Guaranty, or any Subsidiary Guarantor shall
default in the due performance or observance of any term, covenant or agreement
on its part to be performed or

                                      -43-
<PAGE>

observed pursuant to the Subsidiaries Guaranty beyond any grace or cure period
(if any) provided therefor; or

                  10.08 Judgments. One or more judgments or decrees shall be
entered against the Borrower or any of its respective Subsidiaries involving in
the aggregate for the Borrower and its respective Subsidiaries a liability (not
paid or fully covered by a reputable and solvent insurance company) and such
judgments and decrees either shall be final and non-appealable or shall not be
vacated, discharged or stayed or bonded pending appeal for any period of 60
consecutive days, and the aggregate amount of all such judgments exceeds
$25,000,000; or

                  10.09 Change of Control. A Change of Control shall occur;
then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to the Borrower, take any or all
of the following actions, without prejudice to the rights of any Agent, any
Lender or the holder of any Note to enforce its claims any Credit Party
(provided that, if an Event of Default specified in Section 10.05 shall occur
with respect to the Borrower, the result of which would occur upon the giving of
such written notice by the Administrative Agent to the Borrower as specified in
clauses (i) and (ii) below shall occur automatically without the giving of any
such notice): (i) declare the Total Commitment terminated, whereupon the
Commitment of each Lender shall forthwith terminate immediately and any Facility
Fees and other Fees shall forthwith become due and payable without any other
notice of any kind; (ii) declare the principal of and any accrued interest in
respect of all Loans and the Notes and all Obligations owing hereunder and
thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by each Credit Party; (iii) terminate any Letter of Credit
which may be terminated in accordance with its terms; (iv) direct the Borrower
to pay (and the Borrower agrees that upon receipt of such notice, or upon the
occurrence of an Event of Default specified in Section 10.05 with respect to the
Borrower, it will pay) to the Administrative Agent at the Payment Office such
additional amount of cash, to be held as security by the Administrative Agent,
as is equal to the aggregate Stated Amount of all Letters of Credit issued for
the account of the Borrower then outstanding; and (v) apply any cash collateral
held for the benefit of the Lenders pursuant to Section 4.02 to repay
outstanding Obligations.

                  SECTION 11. Definitions and Accounting Terms.

                  11.01 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

                  "Acquisition" shall mean the acquisition of all or any portion
of the assets or all or any portion of the Equity Interests of any Person.

                  "Administrative Agent" shall have the meaning provided in the
first paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 12.09.

                                      -44-
<PAGE>

                  "Affiliate" shall mean, with respect to any Person, any other
Person (including, for purposes of Section 9.06 only, all directors, officers
and partners of such Person) directly or indirectly controlling, controlled by,
or under direct or indirect common control with, such Person; provided, however,
that for purposes of Section 9.06, an Affiliate of the Borrowers shall include
any Person that directly or indirectly owns more than 5% of any class of the
Equity Interests of the Borrower and any officer or director of the Borrower or
any of its Subsidiaries. A Person shall be deemed to control another Person if
such Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise. Notwithstanding
anything to the contrary contained above, for purposes of Section 9.06, no Agent
or Lender shall be deemed to constitute an Affiliate of the Borrower or its
Subsidiaries in connection with the Credit Documents or its dealings or
arrangements relating thereto.

                  "Agents" shall mean, collectively, the Administrative Agent,
the Lead Arranger, the Syndication Agent and the Co-Documentation Agents.

                  "Aggregate Consideration" shall mean, with respect to any
Acquisition, the sum (without duplication) of (i) the fair market value of the
common stock of the Borrower (based on (x) the closing and/or trading price of
the common stock of the Borrower on the date of such Acquisition on the stock
exchange on which the common stock of the Borrower is listed or the automated
quotation system on which the common stock is quoted, or (y) if the common stock
of the Borrower is not listed on an exchange or quoted on a quotation system,
the bid and asked prices of the common stock in the over-the-counter market at
the close of trading or (z) if the common stock of the Borrower is not so
listed, based on a good faith determination of an Authorized Representative of
the Borrower or the Board of Directors of the Borrower) issued as consideration
in connection with such Acquisition, (ii) the aggregate amount of all cash paid
by the Borrower or any of its Subsidiaries in connection with such Acquisition
(including payments of fees and costs and expenses in connection therewith),
(iii) the aggregate principal amount of all Indebtedness assumed, incurred
and/or issued in connection with such Acquisition to the extent permitted by
Section 9.05, (iv) the aggregate amount that could reasonably be expected to be
paid (based on good faith projections prepared by an Authorized Representative
of the Borrower or the Board of Directors of the Borrower) pursuant to any
earn-out, non-compete, consulting or deferred compensation or purchase price
adjustment) for such Acquisition and (v) the fair market value (based on good
faith projections prepared by an Authorized Representative of the Borrower or
the Board of Directors of the Borrower) of all other consideration payable in
connection with such Acquisition.

                  "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated, extended, renewed or replaced from time to
time.

                  "Applicable Facility Fee Percentage" and "Applicable Margin"
shall initially mean a percentage per annum equal to (A) in the case of the
Applicable Facility Fee Percentage, 0.125% and (B) in the case of the Applicable
Margin (x) with respect to Loans maintained as Base Rate Loans, 0.0% and (y)
with respect to Loans maintained as Eurodollar Loans, 0.75%. From and after each
day of delivery of any certificate in accordance with the first sentence of the
following paragraph for any fiscal quarter or fiscal year, as the case may be,
of the Borrower ending on or about January 3, 2004 or thereafter, indicating a
different margin than that

                                      -45-
<PAGE>

described in the immediately preceding sentence (each, a "Start Date"), to and
including the applicable End Date described below, the Applicable Facility Fee
Percentage and the Applicable Margins, shall (subject to any adjustment pursuant
to the immediately succeeding paragraph) be that set forth below opposite the
Leverage Ratio indicated to have been achieved in any certificate delivered in
accordance with the following sentence:


<TABLE>
<CAPTION>
                         Applicable Margin for
                            Revolving Loans           Applicable Margin for
                        maintained as Base Rate    Revolving Loans maintained     Applicable Facility
Leverage Ratio         Loans and Swingline Loans       as Eurodollar Loans          Fee Percentage
--------------------------------------------------------------------------------------------------------
<S>                    <C>                         <C>                            <C>
Equal to or less                  0.0%                        0.75%                     0.125%
than 1.00:1.00

--------------------------------------------------------------------------------------------------------

Greater than                      0.0%                        0.85%                      0.15%
1.00:1.00 but less
than or equal to
1.50:1.00

--------------------------------------------------------------------------------------------------------

Greater than                     0.05%                        1.05%                      0.20%
1.50:1.00 but less
than or equal to
1.75:1.00

--------------------------------------------------------------------------------------------------------

Greater than                     0.25%                        1.25%                      0.25%
1.75:1.00 but less
than or equal to
2.25:1.00

--------------------------------------------------------------------------------------------------------

Greater than                     0.45%                        1.45%                      0.30%
2.25:1.00

--------------------------------------------------------------------------------------------------------
</TABLE>

                  The Leverage Ratio shall be determined based on the delivery
of a certificate of the Borrower by an Authorized Representative of the Borrower
to the Administrative Agent and the Lenders, within 45 days of the last day of
any fiscal quarter of the Borrower (or 90 days in the case of the last fiscal
quarter of any fiscal year of the Borrower), which certificate shall set forth
the calculation of the Leverage Ratio as at the last day of the Test Period
ended immediately prior to the relevant Start Date and the Applicable Facility
Fee Percentage and the Applicable Margins which, in each case, shall be
thereafter applicable (until same are changed or cease to apply in accordance
with the following sentences). The Applicable Facility Fee Percentage and the
Applicable Margins so determined shall apply, except as set forth in the
succeeding sentence, from the relevant Start Date to the earlier of (x) the date
on which the next certificate is delivered to the Administrative Agent and (y)
the date which is 45 days (or 90 days in the case of the last fiscal quarter of
any fiscal year of the Borrower) following the last day of the Test Period in
which the previous Start Date occurred (such earliest date, the "End Date"), at
which time, if no certificate has been delivered to the Administrative Agent
(and thus commenc-

                                      -46-
<PAGE>

ing a new Start Date), the Applicable Facility Fee Percentage and the Applicable
Margins shall be those set forth in the table above determined as if the
Leverage Ratio were equal to or greater than 2.25:1.00 (such Applicable Facility
Fee Percentage and Applicable Margins as so determined, being collectively
referred to herein as the "Highest Applicable Margins"). Notwithstanding
anything to the contrary contained above in this definition, (i) the Applicable
Facility Fee Percentage and the Applicable Margins shall be the Highest
Applicable Margins (subject to further adjustment to the extent provided in
Section 1.08(c)) at all times during which there shall exist any Default or
Event of Default and (ii) prior to the date of delivery of the financial
statements pursuant to Section 8.01(b) for the fiscal year of the Borrower ended
on or about January 3, 2004, in no event shall the Applicable Facility Fee
Percentage or the Applicable Margins be less than those described in the first
sentence of this definition.

                  "Assignment and Assumption Agreement" shall mean the
Assignment and Assumption Agreement substantially in the form of Exhibit I
(appropriately completed).

                  "Attributable Debt" shall mean as of the date of determination
thereof, without duplication, (i) in connection with a Sale and Leaseback
Transaction, the net present value (discounted according to generally accepted
accounting principles at the cost of debt implied in the lease) of the
obligations of the lessee for rental payments during the then remaining term of
any applicable lease, and (ii) the principal balance outstanding under any
synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing product to which such Person is a party,
where such transaction is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease in accordance with generally
accepted accounting principles.

                  "Authorized Representative" shall mean, with respect to (i)
delivering Notices of Borrowing, Notices of Conversion/Continuation, Letter of
Credit Requests and similar notices, any person or persons that has or have been
authorized by the Board of Directors of the Borrower to deliver such notices
pursuant to this Agreement and that has or have appropriate signature cards on
file with the Administrative Agent, the Swingline Lender and each Issuing
Lender; (ii) delivering financial information and officer's certificates or
making financial determinations pursuant to this Agreement, any financial
officer of the respective Credit Party and (iii) any other matter in connection
with this Agreement or any other Credit Document, any officer (or a person or
persons so designated by any two officers) of the respective Credit Party.

                  "Bankruptcy Code" shall have the meaning provided in Section
10.05.

                  "Base Rate" shall mean the higher of (x) the Prime Lending
Rate and (y) 1/2 of 1% in excess of the overnight Federal Funds Rate.


                  "Base Rate Loan" shall mean (i) each Swingline Loan and (ii)
each Revolving Loan designated or deemed designated as such by the Borrower at
the time of the incurrence thereof or conversion thereto.

                  "Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

                                      -47-
<PAGE>

                  "Borrowing" shall mean the incurrence of (i) Swingline Loans
by the Borrower from the Swingline Lender on a given date or (ii) one Type of
Revolving Loan by the Borrower from all of the Lenders on a pro rata basis on a
given date (or resulting from conversions on a given date), having in the case
of Eurodollar Loans the same Interest Period; provided that Base Rate Loans
incurred pursuant to Section 1.10(b) shall be considered part of any related
Borrowing of Eurodollar Loans.

                  "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day except Saturday, Sunday and any day which
shall be in New York City a legal holiday or a day on which banking institutions
are authorized or required by law or other government action to close and (ii)
with respect to all notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day for trading by and between
banks in the New York interbank Eurodollar market.

                  "Calculation Period" shall have the meaning provided in
Section 9.02.

                  "Capitalized Lease Obligations" of any Person shall mean all
rental obligations which, under generally accepted accounting principles, are or
will be required to be capitalized on the books of such Person, in each case
taken at the amount thereof accounted for as indebtedness in accordance with
such principles.

                  "Cash Equivalents" shall mean, as to any Person, (i)
securities issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (provided that the full faith
and credit of the United States is pledged in support thereof) having maturities
of not more than one year from the date of acquisition, (ii) time deposits and
certificates of deposit of any commercial bank having, or which is the principal
banking subsidiary of a bank holding company organized under the laws of the
United States, any State thereof, the District of Columbia or any foreign
jurisdiction having capital, surplus and undivided profits aggregating in excess
of $200,000,000, with maturities of not more than one year from the date of
acquisition by such Person, (iii) repurchase obligations with a term of not more
than 90 days for underlying securities of the types described in clause (i)
above entered into with any bank meeting the qualifications specified in clause
(ii) above, (iv) commercial paper issued by any Person incorporated in the
United States rated at least A-1 or the equivalent thereof by S&P or at least
P-1 or the equivalent thereof by Moody's and in each case maturing not more than
one year after the date of acquisition by such Person, (v) investments in money
market funds substantially all of whose assets are comprised of securities of
the types described in clauses (i) through (iv) above.

                  "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. Section 9601 et seq.

                  "Change of Control" shall mean (i) any "Person" or "Group"
(within the meaning of Sections 13(d) and 14(d) under the Exchange Act, as in
effect on the Initial Borrowing Date) (other than the Permitted Holders) is or
shall (A) be the "beneficial owner" (as so defined in Rules 13(d)-3 and 13(d)-5
under the Exchange Act) of 30% or more on a fully diluted basis of

                                      -48-
<PAGE>

the voting and/or economic interest in the Borrower's capital stock or other
Equity Interests or (B) have obtained the power (whether or not exercised) to
elect a majority of the Borrower's directors or (ii) the Board of Directors of
the Borrower shall cease to consist of a majority of Continuing Directors.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and the rulings
issued thereunder. Section references to the Code are to the Code, as in effect
at the date of this Agreement, and to any subsequent provision of the Code,
amendatory thereof, supplemental thereto or substituted therefor.

                  "Co-Documentation Agents" shall have the meaning provided in
the first paragraph of this Agreement, and shall include any successor thereto.

                  "Commitment" shall mean, for each Lender, the amount set forth
opposite such Lender's name in Schedule I hereto directly below the column
entitled "Commitment," as same may be (x) reduced from time to time pursuant to
Sections 3.02, 3.03 and/or 10 or (y) adjusted from time to time as a result of
assignments to or from such Lender pursuant to Section 1.13 or 13.04(b).

                  "Consolidated EBIT" shall mean, for any period, Consolidated
Net Income for such period, before interest expense and provision for taxes
based on income that were included and arriving at Consolidated Net Income for
such period and without giving effect to (x) any extraordinary gains or losses
and (y) any gains or losses from sales of assets other than inventory sold in
the ordinary course of business.

                  "Consolidated EBITDA" shall mean, for any period, Consolidated
EBIT, adjusted by adding thereto the amount of all amortization of intangibles
and depreciation, in each case that were deducted in arriving at Consolidated
EBIT for such period. Furthermore, to the extent Consolidated EBITDA is
determined (I) for any Test Period which ends prior to the last day of the
fiscal quarter of the Borrower ending January 3, 2004, Consolidated EBITDA shall
be adjusted by adding thereto (x) the amount, not to exceed $24,900,000, of the
one-time non-cash charge taken by the Borrower in its fiscal quarter ended
December 28, 2002 as a result of the writedown of goodwill and (y) the amount,
not to exceed $26,600,000, of the one-time non-cash asset impairment charge
taken by the Borrower in its fiscal quarter ended December 28, 2002 and (II) for
any Test Period which ends prior to the last day of the fiscal quarter of the
Borrower ending October 9, 2004, Consolidated EBITDA shall be adjusted by adding
thereto the amount, not to exceed $44,000,000 in the aggregate, of the non-cash
charge or charges taken as a result of the sale on April 24, 2003 of the Mrs.
Smith's Bakeries frozen dessert business as a discontinued operation (to the
extent otherwise permitted by FAS 141), solely, in the case of the each of the
foregoing clauses (I) and (II), to the extent same were deducted in arriving at
Consolidated EBIT for such period.

                  "Consolidated Indebtedness" shall mean, as at any date of
determination and without duplication, (i) the aggregate stated balance sheet
amount of all Indebtedness (but including in any event the then outstanding
principal amount of all Loans, all Capitalized Lease Obligations and all Letter
of Credit Outstandings) of the Borrower and its Subsidiaries on a consolidated
basis as determined in accordance with generally accepted accounting principles,

                                      -49-
<PAGE>

(ii) the aggregate outstanding amount of all Attributable Debt of the Borrower
and its Subsidiaries at such time, and (iii) the aggregate amount of all
Indebtedness of the Borrower determined in accordance with clause (ix) of the
definition thereof; provided that (x) Indebtedness outstanding pursuant to trade
payables and accrued expenses incurred in the ordinary course of business shall
be excluded in determining Consolidated Indebtedness and (y) the items described
in clauses (ii) and (iii) above shall be included notwithstanding any contrary
treatment required by generally accepted accounting principles.

                  "Consolidated Interest Coverage Ratio" shall mean, for any
period, the ratio of Consolidated EBITDA for such period to Consolidated
Interest Expense for such period.

                  "Consolidated Interest Expense" shall mean, for any period,
the total consolidated interest expense of the Borrower and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, (x) that portion of Capitalized Lease
Obligations of the Borrower and its Subsidiaries representing the interest
factor for such period and (y) the product of (i) all dividends actually paid,
whether paid in cash or in any other consideration during such period with
respect to any Disqualified Preferred Stock, multiplied by (ii) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory tax rate of the Borrower,
expressed as a decimal; provided that there shall be excluded from Consolidated
Interest Expense the amortization of any deferred financing costs to the extent
same would otherwise have been included therein.

                  "Consolidated Net Income" shall mean, for any period, the net
after tax income of the Borrower and its Subsidiaries determined on a
consolidated basis; provided that in determining Consolidated Net Income (i) the
net income of any Person that is not a Subsidiary of the Borrower or that is
accounted for by the equity method of accounting shall be included only to the
extent of the payment of dividends or disbursements by such Person to the
Borrower of a Wholly-Owned Subsidiary of the Borrower during such period, (ii)
the net income of any Subsidiary of the Borrower shall be excluded to the extent
that the declaration or payment of dividends and disbursements by that
Subsidiary of net income is not at the date of determination permitted by
operation of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Subsidiary or its
stockholders and (iii) the net income of any Person acquired by the Borrower or
any of its Subsidiaries in a pooling of interests transaction for any period
prior to the date of such acquisition shall be excluded.

                  "Consolidated Net Worth" shall mean, with respect to any
Person, the Net Worth of such Person and its Subsidiaries determined on a
consolidated basis after appropriate deduction for any minority interests in
Subsidiaries; provided that, Consolidated Net Worth shall be determined (x) by
adding thereto the effect of net repurchases by the Borrower of its treasury
stock after the Effective Date (i.e. the amount by which the aggregate amount
paid by the Borrower in respect of repurchases of its treasury stock after the
Effective Date exceeds the aggregate proceeds received by the Borrower from
sales of its treasury stock after the Effective Date) in an aggregate amount not
to exceed $25,000,000, to the extent such net repurchases at such time have the
effect of reducing Consolidated Net Worth and (y) by treating Disqualified
Preferred Stock of the Borrower as Indebtedness and not as capital stock (or
otherwise as a

                                      -50-
<PAGE>

component of Net Worth or Consolidated Net Worth) regardless of any contrary
treatment required by generally accepted accounting principles.

                  "Consolidated Tangible Net Worth" shall mean, as of the date
of any determination, Consolidated Net Worth of the Borrower and its
Subsidiaries on such date less the amount of all intangible items included
therein, including, without limitation, goodwill, franchises, licenses, patents,
trademarks, trade names, copyrights, service marks, brand names and write-ups of
assets.

                  "Contingent Obligation" shall mean, as to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("primary obligations") of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (x) for the purchase or payment of any such primary obligation or
(y) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof;
provided, however, that the term Contingent Obligation shall not include
endorsements of instruments for deposit or collection or product warranties
extended, in each case, in the ordinary course of business. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made (or, if less, the maximum amount of such primary
obligation for which such Person may be liable pursuant to the terms of the
instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

                  "Continuing Directors" shall mean the directors of the
Borrower on the Effective Date and each other director if such director's
nomination for election to the board of directors of the Borrower is recommended
by a majority of the then Continuing Directors or is recommended by a committee
of the Board of Directors a majority of which is composed of the then Continuing
Directors.

                  "Credit Documents" shall mean this Agreement and, after the
execution and delivery thereof pursuant to the terms of this Agreement, each
Note and the Subsidiaries Guaranty and, after the execution and delivery
thereof, each additional guaranty, assumption agreement and Joinder Agreement
executed pursuant to Section 8.10.

                  "Credit Event" shall mean the making of any Loan or the
issuance of any Letter of Credit.

                  "Credit Party" shall mean the Borrower and each Subsidiary
Guarantor.

                                      -51-
<PAGE>

                  "DBAG" shall mean Deutsche Bank AG, New York Branch, in its
individual capacity.

                  "DBSI" shall mean Deutsche Bank Securities Inc., in its
individual capacity.

                  "Debt Rating" shall mean, on any date, each of the Borrower's
senior unsecured long-term Indebtedness rating and/or senior implied corporate
rating (as available), in each case, as most recently publicly announced by
Moody's and S&P.

                  "Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Lender" shall mean any Lender with respect to
which a Lender Default is in effect.

                  "Disposition" shall have the meaning provided in Section 9.02.

                  "Disqualified Preferred Stock" shall mean, collectively, (i)
all Preferred Stock of the Borrower other than Qualified Preferred Stock and
(ii) all Preferred Stock of any Subsidiary of the Borrower (other than such
Preferred Stock held by the Borrower or a Wholly-Owned Subsidiary thereof).

                  "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

                  "Domestic Subsidiary" shall mean each Subsidiary of the
Borrower that is incorporated under the laws of the United States, any State or
territory thereof or the District of Columbia.

                  "Drawing" shall have the meaning provided in Section 2.05(b).

                  "Effective Date" shall have the meaning provided in Section
13.10.

                  "Eligible Transferee" shall mean and include a commercial
bank, a financial institution, any fund that regularly invests in bank loans or
other "accredited investor" (as defined in Regulation D of the Securities Act)
but in any event excluding the Borrower and its Subsidiaries.

                  "End Date" shall have the meaning assigned that term in the
definitions of "Applicable Facility Fee Percentage" and "Applicable Margins",
contained herein.

                  "Environmental Claims" means any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, investigations or
proceedings relating in any way to any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, "Claims"),
including, without limitation, (a) any and all Claims by governmental or
regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (b)
any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief in

                                      -52-
<PAGE>

connection with alleged injury or threat of injury to health, safety or the
environment due to the presence of Hazardous Materials.

                  "Environmental Law" means any applicable Federal, state,
foreign or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy and rule of common
law now or hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, to the extent binding on the Borrower or any
of its respective Subsidiaries, relating to the environment, employee health and
safety or Hazardous Materials, including, without limitation, CERCLA; RCRA; the
Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Toxic
Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Clean Air Act, 42
U.S.C. Section 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 3803
et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.; the
Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C.
Section 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C.
Section 1801 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section
651 et seq. (to the extent it regulates occupational exposure to Hazardous
Materials); and any state and local or foreign counterparts or equivalents, in
each case as amended from time to time.

                  "Equity Interest" of any Person shall mean any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interest in (however designated) equity of such Person,
including, without limitation, any common stock, preferred stock, any limited or
general partnership interest and any limited liability company membership
interest.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Section references to ERISA are to ERISA, as in
effect at the date of this Agreement and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.

                  "ERISA Affiliate" shall mean each person (as defined in
Section 3(9) of ERISA) which together with the Borrower or any Subsidiary of the
Borrower would be deemed to be a "single employer" (i) within the meaning of
Section 414(b), (c), (m) or (o) of the Code or (ii) as a result of the Borrower
or any Subsidiary of the Borrower being or having been a general partner of such
person.

                  "Eurodollar Loan" shall mean each Loan designated as such by
the Borrower at the time of the incurrence thereof or conversion thereto.

                  "Eurodollar Rate" shall mean with respect to each Interest
Period for a Eurodollar Loan, (i) the arithmetic average (rounded to the nearest
1/100 of 1%) of the offered quotation to first-class banks in the New York
interbank Eurodollar market by DBAG for U.S. dollar deposits of amounts in same
day funds comparable to the outstanding principal amount of the Eurodollar Loan
of DBAG for which an interest rate is then being determined with maturities
comparable to the Interest Period to be applicable to such Eurodollar Loan,
determined as of 10:00 A.M. (New York time) on the Interest Determination Date
for such Interest Period divided (and

                                      -53-
<PAGE>

rounded upward to the next whole multiple of 1/16 of 1%) by (ii) a percentage
equal to 100% minus the then stated maximum rate of all reserve requirements
(including, without limitation, any marginal, emergency, supplemental, special
or other reserves) applicable to any member bank of the Federal Reserve System
in respect of Eurocurrency liabilities as defined in Regulation D (or any
successor category of liabilities under Regulation D).

                  "Event of Default" shall have the meaning provided in Section
10.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Existing Credit Agreement" shall mean the Credit Agreement,
dated as of March 26, 2001 among the Borrower, various lending institutions,
SunTrust Bank, as syndication agent and Deutsche Bank Trust Company Americas
(f/k/a Bankers Trust Company), as administrative agent, as such Credit Agreement
has been amended, modified or supplemented prior to the Effective Date.

                  "Existing Letters of Credit" shall have the meaning provided
in Section 2.01(a).

                  "Facility Fee" shall have the meaning provided in Section
3.01(a).

                  "Facing Fee" shall have the meaning provided in Section
3.01(c).

                  "Federal Funds Rate" shall mean for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

                  "Fees" shall mean all amounts payable pursuant to or referred
to in Section 3.01.

                  "Foreign Pension Plan" means any plan, fund (including,
without limitation, any superannuation fund) or other similar program
established or maintained outside the United States by the Borrower or any one
or more of its Subsidiaries primarily for the benefit of employees of the
Borrower or such Subsidiary residing outside the United States, which plan, fund
or other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement or payments to be made upon termination
of employment, and which plan is not subject to ERISA or the Code.

                  "Foreign Subsidiary" shall mean, as to any Person, each
Subsidiary of such Person which is not a Domestic Subsidiary.

                  "Guaranteed Obligations" shall mean the "Guaranteed
Obligations" under, and as defined in, the Subsidiaries Guaranty.

                                      -54-
<PAGE>

                  "Hazardous Materials" means (a) any petroleum or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing any level of polychlorinated biphenyls, and
radon gas; (b) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous substances," "restricted hazardous waste,"
"toxic substances," "toxic pollutants," "contaminants," or "pollutants," or
words of similar import, under any applicable Environmental Law; and (c) any
other chemical, material or substance, exposure to which is prohibited, limited
or regulated by any governmental authority under Environmental Laws.

                  "Highest Applicable Margins" shall have the meaning assigned
that term in the definitions of "Applicable Facility Fee Percentage" and
"Applicable Margin" contained herein.

                  "Indebtedness" shall mean, as to any Person, without
duplication, (i) all indebtedness (including principal, interest, fees and
charges) of such Person for borrowed money or for the deferred purchase price of
property or services, (ii) the maximum amount available to be drawn under all
letters of credit issued for the account of such Person and all unpaid drawings
in respect of such letters of credit, (iii) all Indebtedness of the types
described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition
secured by any Lien on any property owned by such Person, whether or not such
Indebtedness has been assumed by such Person (to the extent of the value of the
respective property), (iv) the aggregate amount required to be capitalized under
leases under which such Person is the lessee, (v) all obligations of such person
to pay a specified purchase price for goods or services, whether or not
delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all
Contingent Obligations of such Person, (vii) all obligations under any Interest
Rate Protection Agreement, Other Hedging Agreement or under any similar type of
agreement, (viii) all Attributable Debt of such Person and (ix) the greater of
the aggregate liquidation value or the maximum fixed repurchase price of all
Disqualified Preferred Stock, provided that, notwithstanding the foregoing,
Indebtedness outstanding pursuant to trade payables and accrued expenses
incurred in the ordinary course of business shall be excluded in determining
Indebtedness.

                  "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

                  "Interest Period" shall have the meaning provided in Section
1.09.

                  "Interest Rate Protection Agreement" shall mean any interest
rate swap agreement, interest rate cap agreement, interest collar agreement,
interest rate hedging agreement, interest rate floor agreement or other similar
agreement or arrangement.

                  "Issuing Lender" shall mean DBAG (which for purposes of this
definition also shall include any banking affiliate of DBAG) and any other
Lender which at the request of the Borrower and with the consent of the
Administrative Agent (which shall not be unreasonably withheld or delayed)
agrees, in such Lender's sole discretion, to become an Issuing Lender for

                                      -55-
<PAGE>

the purpose of issuing Letters of Credit pursuant to Section 2. On the Effective
Date the sole Issuing Lender is DBAG.

                  "Joinder Agreement" shall mean a Joinder Agreement
substantially in the form of Exhibit K (appropriately completed).

                  "L/C Supportable Obligations" shall mean obligations of the
Borrower or its Subsidiaries incurred in the ordinary course of business with
respect to insurance obligations and workers' compensation, surety bonds and
other similar statutory obligations, and all other obligations not otherwise
prohibited by the terms of this Agreement.

                  "Lead Arranger" shall mean DBSI, in its capacity as Lead
Arranger and Bookrunner.

                  "Leaseholds" of any Person means all the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                  "Lender" shall mean each financial institution listed on
Schedule I, as well as any Person which becomes a "Lender" hereunder pursuant to
Section 1.13 or 13.04(b).

                  "Lender Default" shall mean (i) the refusal (which has not
been retracted) or the failure of a Lender to make available its portion of any
Borrowing (including any Mandatory Borrowing) or to fund its portion of any
unreimbursed payment under Section 2.04(c) or (ii) a Lender having notified in
writing the Borrower and/or the Administrative Agent that it does not intend to
comply with its obligations under Section 1.01 or Section 2.

                  "Letter of Credit" shall have the meaning provided in Section
2.01(a).

                  "Letter of Credit Fee" shall have the meaning provided in
Section 3.01(b).

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit and
(ii) the amount of all Unpaid Drawings.

                  "Letter of Credit Request" shall mean any request for the
issuance of a Letter of Credit made by the Borrower pursuant to Section 2.03(a).

                  "Leverage Ratio" shall mean, at any date of determination, the
ratio of Consolidated Indebtedness on such date to Consolidated EBITDA for the
Test Period last ended on or prior to such date.

                  "Lien" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the UCC or any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

                                      -56-
<PAGE>

                  "Loan" shall mean each Revolving Loan and each Swingline Loan.

                  "Mandatory Borrowing" shall have the meaning provided in
Section 1.01(c).

                  "Margin Regulations" shall mean Regulation T, Regulation U and
Regulation X.

                  "Margin Stock" shall have the meaning provided in Regulation
U.

                  "Material Adverse Effect" shall mean (i) a material adverse
effect on the property, assets, nature of assets, operations, liabilities or
condition (financial or otherwise) of the Borrower and its Subsidiaries taken as
a whole or (ii) a material adverse effect (x) on the rights or remedies of the
Administrative Agent or the Lenders under this Agreement or any other Credit
Document or (y) on the ability of the Credit Parties taken as a whole to perform
their obligations to the Administrative Agent or the Lenders under this
Agreement or any other Credit Document.

                  "Maturity Date" shall mean October 24, 2006.

                  "Maximum Swingline Amount" shall mean $25,000,000.

                  "Minimum Borrowing Amount" shall mean (i) for Revolving Loans
$1,000,000 and (ii) for Swingline Loans, $100,000.

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "Multiemployer Plan" shall mean a multiemployer plan as
defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to by
(or to which there is an obligation to contribute of) the Borrower or a
Subsidiary of the Borrower or an ERISA Affiliate and each such plan for the five
year period immediately following the latest date on which the Borrower, any
Subsidiaries of the Borrower or any ERISA Affiliates maintained, contributed to
or had an obligation to contribute to such plan.

                  "Net Worth" shall mean, as to any Person, the sum of its
capital stock, capital in excess of par or stated value of shares of its capital
stock, retained earnings and any other account which, in accordance with
generally accepted accounting principles, constitutes stockholders' equity,
provided that the sum of any treasury stock of such Person shall be deducted
from Net Worth.

                  "Non-Defaulting Lender" shall mean and include each Lender
other than a Defaulting Lender.

                  "Note" shall mean each Revolving Note and the Swingline Note.

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03.

                  "Notice of Conversion/Continuation" shall have the meaning
provided in Section 1.06.

                                      -57-
<PAGE>

                  "Notice Office" shall mean the office of the Administrative
Agent located at 60 Wall Street, 11th Floor, New York, New York 10005-2858,
Attention: Belinda Wheeler, or such other office as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.

                  "Obligations" shall mean all amounts owing to any Agent, any
Issuing Lender or any Lender pursuant to the terms of this Agreement or any
other Credit Document.

                  "Other Hedging Agreements" shall mean any foreign exchange
contracts, currency swap agreements or other similar agreements or arrangements
designed to protect against the fluctuations in currency or commodity values.

                  "Participant" shall have the meaning provided in Section
2.04(a).

                  "Payment Office" shall mean the office of the Administrative
Agent located at 90 Hudson Street, Fifth Floor, Jersey City, New Jersey 07302,
Attn: Nelson Lugaro, or such other office as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

                  "Percentage" of any Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Commitment of such
Lender at such time and the denominator of which is the Total Commitment at such
time, provided that if the Percentage of any Lender is to be determined after
the Total Commitment has been terminated, then the Percentages of the Lenders
shall be determined immediately prior (and without giving effect) to such
termination.

                  "Permitted Holders" shall mean the descendants of William H.
Flowers, Sr. and members of their immediate families.

                  "Permitted Borrower Indebtedness" shall mean any Indebtedness
incurred by the Borrower after the Effective Date, so long as (i) both before
and immediately after giving effect to the incurrence of such Indebtedness, no
Default or Event of Default shall have occurred and be continuing, (ii) based on
calculations made by an Authorized Representative of the Borrower, the Borrower
and its Subsidiaries shall be in compliance with the financial covenant
contained in Section 9.07, both immediately before and after giving effect to
each incurrence of such Indebtedness and (iii) such Indebtedness (and any
guarantees thereof) shall rank pari passu or junior to the Obligations hereunder
and the Guaranteed Obligations.

                  "Permitted Liens" shall have the meaning provided in Section
9.01.

                  "Permitted Subsidiary Guarantee Obligations" shall mean any
guarantee by a Subsidiary Guarantor of Permitted Borrower Indebtedness.

                  "Permitted Subsidiary Indebtedness" shall mean any
Indebtedness incurred by any Subsidiary of the Borrower after the Effective Date
(other than (x) the Guaranteed

                                      -58-
<PAGE>

Obligations and (y) Permitted Subsidiary Guarantee Obligations), so long as (i)
both before and immediately after giving effect to the incurrence of such
Indebtedness, no Default or Event of Default shall have occurred and be
continuing, (ii) based on calculations made by an Authorized Representative of
the Borrower, the Borrower and its Subsidiaries shall be in compliance with the
financial covenant contained in Section 9.07, both immediately before and after
giving effect to each incurrence of such Indebtedness, (iii) such Indebtedness
(and any guarantees thereof) shall rank pari passu or junior to the Obligations
hereunder and the Guaranteed Obligations under (and as defined in) the
Subsidiaries Guaranty, as the case may be, and (iv) the sum of (A) the aggregate
principal amount of all Permitted Subsidiary Indebtedness plus (B) the aggregate
principal amount of all Indebtedness (other than Permitted Subsidiary
Indebtedness) secured by Liens permitted pursuant to Section 9.01(xii), shall
not exceed at any time $75,000,000.

                  "Person" shall mean any individual, partnership, joint
venture, firm, corporation, association, trust or other enterprise or any
government or political subdivision or any agency, department or instrumentality
thereof.

                  "Plan" shall mean any single-employer plan, as defined in
Section 4001 of ERISA, which is maintained or contributed to by (or to which
there is an obligation to contribute of), the Borrower or a Subsidiary of the
Borrower or an ERISA Affiliate and each such plan for the five year period
immediately following the latest date on which the Borrower, a Subsidiary of the
Borrower or an ERISA Affiliate maintained, contributed or had an obligation to
contribute to such plan.

                  "Preferred Stock" as applied to the capital stock of any
Person, means capital stock of such Person of any class or classes (however
designed) that ranks prior, as to the payment of dividends or as to the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of capital stock of any
other class of such Person, and shall include any Qualified Preferred Stock.

                  "Prime Lending Rate" shall mean the rate which DBAG announces
from time to time as its prime lending rate, the Prime Lending Rate to change
when and as such prime lending rate changes. The Prime Lending Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. DBAG may make commercial loans or other loans
at rates of interest at, above or below the Prime Lending Rate.

                  "Qualified Preferred Stock" means any Preferred Stock of the
Borrower, the express terms of which shall provide that dividends thereon shall
not be required to be paid in cash at any time that such cash payment would be
prohibited by the terms of this Agreement or result in a Default or Event of
Default hereunder, and in either case which, by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable), or
upon the happening of any event (including an event which would constitute a
Change of Control), cannot mature and is not mandatorily redeemable, pursuant to
a sinking fund obligation or otherwise, and is not redeemable, or required to be
repurchased, at the sole option of the holder thereof (including, without
limitation, upon the occurrence of an event which would constitute a Change of
Control), in whole or in part, on or prior to the first anniversary of the
Maturity Date.

                                      -59-
<PAGE>


                  "Quarterly Payment Date" shall mean the last Business Day of
each of March, June, September and December, occurring after the Effective Date.

                  "RCRA" shall mean the Resource Conservation and Recovery Act,
as the same may be amended from time to time, 42 U.S.C. Section 6901 et seq.

                  "Real Property" of any Person shall mean all the right, title
and interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

                  "Register" shall have the meaning provided in Section 13.17.

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

                  "Regulation T" shall mean Regulation T of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation U" shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation X" shall mean Regulation X of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Replaced Lender" shall have the meaning provided in Section
1.13.

                  "Replacement Lender" shall have the meaning provided in
Section 1.13.

                  "Reportable Event" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan other than those events as to which the
30-day notice period is waived under subsection .22, .23, .25, .27, or .28 of
PBGC Regulation Section 4043.

                  "Required Lenders" shall mean Non-Defaulting Lenders, the sum
of whose outstanding Commitments (or after the termination thereof, outstanding
Revolving Loans and Percentage of Swingline Loans and Letter of Credit
Outstandings) represent greater than 50% of the Total Commitment less the
Revolving Loan Commitments of all Defaulting Lenders (or after the termination
thereof, the sum of the then total outstanding Revolving Loans of Non-Defaulting
Lenders and the aggregate Percentages of all Non-Defaulting Lenders of the total
outstanding Swingline Loans and Letter of Credit Outstandings at such time).

                  "Returns" shall have the meaning provided in Section 7.09.

                  "Revolving Loan" shall have the meaning provided in Section
1.01(a).

                  "Revolving Note" shall have the meaning provided in Section
1.05(a).

                                      -60-
<PAGE>

                  "S&P" shall mean Standard & Poor's Rating Services.

                  "Sale and Leaseback Transaction" shall mean any arrangement,
directly or indirectly, whereby a seller or transferor shall sell or otherwise
transfer any real or personal property and then or thereafter lease, or
repurchase under an extended purchase contract, conditional sales or other title
retention agreement, the same or similar property.

                  "Scheduled Existing Indebtedness" shall having the meaning
provided in Section 7.19.

                  "SEC" shall have the meaning provided in Section 8.01(f).

                  "Section 4.04(b)(ii) Certificate" shall have the meaning
provided in Section 4.04(b)(ii).

                  "Securities Act" shall mean the Securities Act of 1933, as
amended.

                  "Significant Acquisition" shall mean any Acquisition by the
Borrower or any of its Subsidiaries involving an Aggregate Consideration of
$100,000,000 or more.

                  "Specified Default" shall mean (x) any Default under Section
10.01 or 10.05 or (y) any Default under Section 10.03(ii) occurring as a result
of the failure by the Borrower to deliver the financial statements within the
time period required by Sections 8.01(a) or (b) (together with, in each case,
the accompanying certification required by Section 8.01(c)).

                  "Start Date" shall have the meaning assigned that term in the
definitions of "Applicable Facility Fee Percentage" and "Applicable Margin"
contained herein.

                  "Stated Amount" of each Letter of Credit shall, at any time,
mean the maximum amount available to be drawn thereunder (in each case
determined without regard to whether any conditions to drawing could then be
met).

                  "Subsidiaries Guaranty" shall have the meaning provided in
Section 5.06.

                  "Subsidiary" shall mean, as to any Person, (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of
such Person has more than a 50% Equity Interest at the time.

                  "Subsidiary Guarantor" shall mean each Wholly-Owned Domestic
Subsidiary of the Borrower.

                  "Swingline Expiry Date" shall mean the date which is five
Business Days prior to the Maturity Date.

                                      -61-
<PAGE>

                  "Swingline Lender" shall mean DBAG.

                  "Swingline Loan" shall have the meaning provided in Section
1.01(b).

                  "Swingline Note" shall have the meaning provided in Section
1.05(a).

                  "Syndication Agent" shall have the meaning provided in the
first paragraph of this Agreement, and shall include any successor thereto.

                  "Tax Benefit" shall have the meaning set forth in Section
4.04(c).

                  "Taxes" shall mean all taxes, assessments, charges, duties,
fees, levies or other governmental charges, including, without limitation, all
Federal, state, local, foreign and other income, franchise, profits, capital
gains, capital stock, transfer, sales, use, occupation, property, excise,
severance, windfall profits, stamp, license, payroll, withholding and other
taxes, assessments, charges, duties, fees, levies or other governmental charges
of any kind whatsoever (whether payable directly or by withholding and whether
or not requiring the filing of a Return), all estimated taxes, deficiency
assessments, additions to tax, penalties and interest and shall include any
liability for such amounts as a result either of being a member of a combined,
consolidated, unitary or affiliated group or of a contractual obligation to
indemnify any person or other entity.

                  "Test Period" shall mean each period of four consecutive
fiscal quarters then last ended, in each case taken as one accounting period.

                  "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Lenders.

                  "Total Unutilized Commitment" shall mean, at any time, an
amount equal to the remainder of (i) the Total Commitment then in effect, less
(ii) the sum of the aggregate principal amount of Revolving Loans and Swingline
Loans outstanding plus the then aggregate amount of Letter of Credit
Outstandings.

                  "Transaction" shall mean, collectively, (i) the repayment of
all outstanding loans and all other obligations (and the termination of all
commitments) under the Existing Credit Agreement, (ii) the entering into of the
Credit Documents on the Effective Date and (iii) the payment of all fees and
expenses in connection with the foregoing.

                  "Type" shall mean the type of Loan determined with regard to
the interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

                  "UCC" shall mean the Uniform Commercial Code as from time to
time in effect in the relevant jurisdiction.

                  "Unfunded Current Liability" of any Plan means the amount, if
any, by which the actuarial present value of the accumulated benefits under the
Plan as of the close of its most recent plan year each exceeds the fair market
value of the assets allocable thereto, each determined

                                      -62-
<PAGE>

in accordance with Statement of Financial Accounting Standards No. 87, based
upon the actuarial assumptions used by the Plan's actuary in the most recent
annual valuation of the Plan.

                  "United States" and "U.S." shall each mean the United States
of America.


                  "Unpaid Drawing" shall have the meaning provided for in
Section 2.05(a).

                  "Unutilized Commitment" with respect to any Lender, at any
time, shall mean such Lender's Commitment at such time less the sum of (i) the
aggregate outstanding principal amount of Revolving Loans made by such Lender
and (ii) such Lender's Percentage of the Letter of Credit Outstandings at such
time.

                  "Wholly-Owned Domestic Subsidiary" of any Person shall mean
each Wholly-Owned Subsidiary of such Person which is also a Domestic Subsidiary.

                  "Wholly-Owned Subsidiary" shall mean, as to any Person, (i)
any corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint venture
or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% Equity Interest at such time.

                  "Withholding Taxes" shall have the meaning provided in Section
4.04(a).

                  SECTION 12. The Agents.

                  12.01 Appointment. The Lenders hereby designate (i) DBAG as
Administrative Agent, (ii) DBSI as Lead Arranger, (iii) SunTrust Bank as
Syndication Agent and (iv) each of Fleet National Bank, Harris Trust and Savings
Bank and Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A., "RaboBank
International", New York Branch, as Co-Documentation Agents, in each case to act
as specified herein and in the other Credit Documents. Each Lender hereby
irrevocably authorizes, and each holder of any Note by the acceptance of such
Note shall be deemed irrevocably to authorize, each Agent to take such action on
its behalf under the provisions of this Agreement, the other Credit Documents
and any other instruments and agreements referred to herein or therein and to
exercise such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of such Agent by the terms hereof and
thereof and such other powers as are reasonably incidental thereto. Each Agent
may perform any of its duties hereunder by or through its respective officers,
directors, agents, employees or affiliates.

                  12.02 Nature of Duties. No Agent shall have any duties or
responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents. No Agent nor any of its officers, directors, agents,
employees or affiliates shall be liable for any action taken or omitted by it or
them hereunder or under any other Credit Document or in connection herewith or
therewith, unless caused by its or their gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and
non-appealable decision). The duties of each Agent shall be mechanical and
administrative in nature; no Agent shall have by reason of this Agreement or any
other Credit Document a fiduciary relationship in respect of any Lender or the
holder of any Note; and nothing in this Agreement or any other Credit Document,
expressed or

                                      -63-
<PAGE>

implied, is intended to or shall be so construed as to impose upon any Agent any
obligations in respect of this Agreement or any other Credit Document except as
expressly set forth herein or therein.

                  12.03 Lack of Reliance on the Agents. Independently and
without reliance upon any Agent, each Lender and the holder of each Note, to the
extent it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of the Borrower
and its Subsidiaries in connection with the making and the continuance of the
Loans and the taking or not taking of any action in connection herewith and (ii)
its own appraisal of the creditworthiness of the Borrower and its Subsidiaries
and, except as expressly provided in this Agreement, no Agent shall have any
duty or responsibility, either initially or on a continuing basis, to provide
any Lender or the holder of any Note with any credit or other information with
respect thereto, whether coming into its possession before the making of the
Loans or at any time or times thereafter. No Agent nor any of its affiliates or
any of its officers, directors, agents, or employees shall be responsible to any
Lender or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other
writing delivered in connection herewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectibility, priority or
sufficiency of this Agreement or any other Credit Document or the financial
condition of the Borrower and its Subsidiaries or be required to make any
inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement or any other Credit Document, or the
financial condition of the Borrower and its Subsidiaries or the existence or
possible existence of any Default or Event of Default.

                  12.04 Certain Rights of the Agents. If any Agent shall request
instructions from the Required Lenders with respect to any act or action
(including any failure to act) in connection with this Agreement or any other
Credit Document, such Agent shall be entitled to refrain from such act or taking
such action unless and until such Agent shall have received instructions from
the Required Lenders; and such Agent shall not incur liability to any Person by
reason of so refraining. Without limiting the foregoing, no Lender or holder of
any Note shall have any right of action whatsoever against any Agent as a result
of such Agent acting or refraining from acting hereunder or under any other
Credit Document in accordance with the instructions of the Required Lenders.

                  12.05 Reliance. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that such Agent believed to be the proper Person, and, with respect
to all legal matters pertaining to this Agreement and any other Credit Document
and its duties hereunder and thereunder, upon advice of counsel selected by such
Agent (which may be counsel for the Credit Parties).

                  12.06 Indemnification. To the extent any Agent is not
reimbursed and indemnified by the Borrower, the Lenders will reimburse and
indemnify such Agent, in proportion to their respective "percentages" as used in
determining the Required Lenders (determined as if there were no Defaulting
Lenders), for and against any and all liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, suits, costs, expenses or disbursements
of

                                      -64-
<PAGE>

whatsoever kind or nature which may be imposed on, asserted against or incurred
by such Agent in performing its duties hereunder or under any other Credit
Document, in any way relating to or arising out of this Agreement or any other
Credit Document; provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses or disbursements resulting from such Agent's
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

                  12.07 The Agent in its Individual Capacity. With respect to
its obligation to make Loans and participate in Letters of Credit under this
Agreement (if any), each Agent shall have the rights and powers specified herein
for a "Lender" and may exercise the same rights and powers as though it were not
performing the duties specified herein; and the term "Lenders," "Required
Lenders," "holders of Notes" or any similar terms shall, unless the context
clearly otherwise indicates, include such Agent in its individual capacity. Each
Agent may accept deposits from, lend money to, and generally engage in any kind
of banking, trust or other business with any Credit Party or any Affiliate of
any Credit Party as if they were not performing the duties specified herein, and
may accept fees and other consideration from the Borrower or any other Credit
Party for services in connection with this Agreement and otherwise without
having to account for the same to the Lenders.

                  12.08 Holders. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or endorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

                  12.09 Resignation by the Agents. (a) The Administrative Agent
may resign from the performance of all its functions and duties hereunder and/or
under the other Credit Documents at any time by giving 15 Business Days' prior
written notice to the Lenders. Such resignation shall take effect upon the
appointment of a successor Administrative Agent pursuant to clauses (b) and (c)
below or as otherwise provided below.

                  (b)      Upon any such notice of resignation, the Required
Lenders shall, with the consent of the Borrower (which consent shall not be
unreasonably withheld or delayed and shall not be required at any time when an
Event of Default exists), appoint a successor Administrative Agent hereunder or
thereunder who shall be a commercial bank or trust company.

                  (c)      If a successor Administrative Agent shall not have
been so appointed within such 15 Business Day period, the Administrative Agent,
with the consent of the Borrower (which consent shall not be unreasonably
withheld or delayed and shall not be required at any time when an Event of
Default exists), shall then appoint a successor Administrative Agent who shall
serve as Administrative Agent hereunder or thereunder until such time, if any,
as the Required Lenders appoint a successor Administrative Agent as provided
above.

                                      -65-
<PAGE>

                  (d)      If no successor Administrative Agent has been
appointed pursuant to clause (b) or (c) above by the 20th Business Day after the
date such notice of resignation was given by the Administrative Agent, the
Administrative Agent's resignation shall become effective and the Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder and/or
under any other Credit Document until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided above.

                  (e)      Each of the other Agents may resign from the
performance of all of their respective functions and duties hereunder and/or
under the other Credit Documents at any time by giving five Business Day's prior
written notice to the Administrative Agent. Such resignation shall take effect
at the end of such five Business Day period after the respective notice is given
to the Administrative Agent.

                  (f)      Upon a resignation of any Agent pursuant to this
Section 12.09, such Agent shall remain indemnified to the extent provided in
this Agreement and the other Credit Documents and the provisions of this Section
12 shall continue in effect for the benefit of such Agent for all of its actions
and inactions while serving as an Agent.

                  12.10 Delivery of Information. The Administrative Agent shall
not be required to deliver to any Lender originals or copies of any documents,
instruments, notices, communications or other information received by the
Administrative Agent from the Borrower, any Subsidiary of the Borrower, the
Required Lenders, any Lender or any other Person under or in connection with
this Agreement or any other Credit Document except (i) as specifically provided
in this Agreement or any other Credit Document, (ii) the information provided to
the Administrative Agent by the Borrower under Section 8.01 and (iii) as
specifically requested from time to time in writing by any Lender with respect
to a specific document, instrument, notice or other written communication
received by and in the possession of the Administrative Agent at the time of
receipt of such request and then only in accordance with such specific request.

                  12.11 The Syndication Agent, the Co-Documentation Agents and
the Lead Arranger. Notwithstanding any other provision of this Agreement or any
provision of any other Credit Document, the Syndication Agent, each
Co-Documentation Agent, and the Lead Arranger are named as such for recognition
purposes only, and in their respective capacities as such shall have no powers,
duties, responsibilities or liabilities with respect to this Agreement or the
other Credit Documents or the transactions contemplated hereby and thereby; it
being understood and agreed that (x) the Syndication Agent, each
Co-Documentation Agent and the Lead Arranger shall be entitled to all
indemnification and reimbursement rights in favor of "Agents" as provided for
under Sections 12.06 and 13.01 and (y) the Agents shall have all approval rights
specifically provided in this Agreement. Without limitation of the foregoing,
none of the Syndication Agent, the Co-Documentation Agents or the Lead Arranger
shall, solely by reason of this Agreement or any other Credit Documents, have
any fiduciary relationship in respect of any Lender or any other Person.

                  SECTION 13. Miscellaneous.

                  13.01 Payment of Expenses, etc. The Borrower shall: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and

                                      -66-
<PAGE>

expenses of (x) the Administrative Agent and the Lead Arranger (including,
without limitation, the reasonable fees and disbursements of White & Case LLP)
in connection with the preparation, execution and delivery of this Agreement and
the other Credit Documents and the documents and instruments referred to herein
and therein and any amendment, waiver or consent relating hereto or thereto, (y)
each of the Administrative Agent and the Lead Arranger in connection with its
syndication efforts with respect to this Agreement and (z) each of the
Administrative Agent and the Lead Arranger and, following and during the
continuation of an Event of Default, each of the Lenders in connection with the
enforcement of this Agreement and the other Credit Documents and the documents
and instruments referred to herein and therein (including, without limitation,
the reasonable fees and disbursements of counsel and consultants for the
Administrative Agent and the Lead Arranger and, following and during the
continuation of an Event of Default, for each of the Lenders) in each case
promptly following receipt of a reasonably detailed invoice therefor; (ii) pay
and hold each of the Lenders harmless from and against any and all present and
future stamp, documentary, transfer, sales and use, value added, excise and
other similar taxes with respect to the foregoing matters and hold each of the
Lenders harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to
such Lender) to pay such taxes; and (iii) indemnify each Agent and each Lender
(including in its capacity as an Issuing Lender), and each of their respective
officers, directors, employees, representatives, affiliates and agents from and
hold each of them harmless against any and all liabilities, obligations
(including removal or remedial actions), losses, damages, penalties, claims,
actions, judgments, suits, costs, expenses and disbursements (including
reasonable attorneys' and consultants' fees and disbursements) incurred by,
imposed on or assessed against any of them as a result of, or arising out of, or
in any way related to, or by reason of, (a) any investigation, litigation or
other proceeding (whether or not any Agent or any Lender is a party thereto)
related to the entering into and/or performance of this Agreement or any other
Credit Document or the use of any Letter of Credit or the proceeds of any Loans
hereunder or the consummation of any transactions contemplated herein or in any
other Credit Document or the exercise of any of their rights or remedies
provided herein or in the other Credit Documents, or (b) the actual or alleged
presence of Hazardous Materials in the air, surface water or groundwater or on
the surface or subsurface of any Real Property owned or at any time operated by
the Borrower or any of its Subsidiaries, the generation, storage,
transportation, handling or disposal of Hazardous Materials at any location,
whether or not owned or operated by the Borrower or any of its Subsidiaries, the
non-compliance of any Real Property with foreign, federal, state and local laws,
regulations, and ordinances (including applicable permits thereunder) applicable
to any Real Property, or any Environmental Claim asserted against the Borrower,
any of its Subsidiaries, or any Real Property owned or at any time operated by
the Borrower or any of its Subsidiaries, including, in each case, without
limitation, the reasonable fees and disbursements of counsel and other
consultants incurred in connection with any such investigation, litigation or
other proceeding (but excluding any losses, liabilities, claims, damages or
expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified (as determined by a court of
competent jurisdiction in a final and non-appealable decision)). To the extent
that the undertaking to indemnify, pay or hold harmless any Agent or any Lender
set forth in the preceding sentence may be unenforceable because it is violative
of any law or public policy, the Borrower shall make the maximum contribution to
the payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law.

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<PAGE>

                  13.02 Right of Setoff. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance of
an Event of Default, each Lender is hereby authorized at any time or from time
to time, without presentment, demand, protest or other notice of any kind to the
Borrower or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and apply any and all deposits (general or
special) and any other Indebtedness at any time held or owing by such Lender
(including, without limitation, by branches and agencies of such Lender wherever
located) to or for the credit or the account of any Credit Party against and on
account of the Obligations and liabilities of all Credit Parties to such Lender
under this Agreement or under any of the other Credit Documents, including,
without limitation, all interests in Obligations purchased by such Lender
pursuant to Section 13.06(b), and all other claims of any nature or description
arising out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not such Lender shall have made any demand hereunder
and although said Obligations, liabilities or claims, or any of them, shall be
contingent or unmatured.

                  13.03 Notices. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to the Borrower, at
the Borrower's address specified opposite its signature below; if to any other
Credit Party, at such Credit Party's address set forth in the Subsidiaries
Guaranty; if to any Lender, at its address specified on Schedule II below; and
if to the Administrative Agent, at the Notice Office; or, as to any Credit Party
or the Administrative Agent, at such other address as shall be designated by
such party in a written notice to the other parties hereto and, as to each
Lender, at such other address as shall be designated by such Lender in a written
notice to the Borrower and the Administrative Agent. All such notices and
communications shall, when mailed, telegraphed, telexed, telecopied, or cabled
or sent by overnight courier, be effective when deposited in the mails,
delivered to the telegraph company, cable company or overnight courier, as the
case may be, or sent by telex or telecopier, except that notices and
communications to the Administrative Agent and the Borrower shall not be
effective until received by the Administrative Agent or the Borrower, as the
case may be.

                  13.04 Benefit of Agreement. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, that the
Borrower may not assign or transfer any of its rights, obligations or interest
hereunder or under any other Credit Document without the prior written consent
of all of the Lenders and, provided further, that although any Lender may
transfer, assign or grant participations in its rights hereunder, such Lender
shall remain a "Lender" for all purposes hereunder (and may not transfer or
assign all or any portion of its Commitment hereunder except as provided in
Section 13.04(b)) and the transferee, assignee or participant, as the case may
be, shall not constitute a "Lender" hereunder and, provided further, that no
Lender shall transfer or grant any participation under which the participant
shall have rights to approve any amendment to or waiver of this Agreement or any
other Credit Document except to the extent such amendment or waiver would (i)
extend the final scheduled maturity of any Revolving Loan or Note or extend the
expiry date of any Letter of Credit beyond the Maturity Date, or reduce the rate
or extend the time of payment of interest or Fees thereon (except in connection
with a waiver of applicability of any post-default increase in interest rates)
or reduce the principal

                                      -68-
<PAGE>

amount thereof, or increase the amount of the participant's participation over
the amount thereof then in effect (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the Total Commitment shall not constitute a
change in the terms of such participation, and that an increase in any
Commitment shall be permitted without the consent of any participant if the
participant's participation is not increased as a result thereof) or (ii)
consent to the assignment or transfer by the Borrower of any of their rights and
obligations under this Agreement. In the case of any such participation, the
participant shall not have any rights under this Agreement or any of the other
Credit Documents (the participant's rights against such Lender in respect of
such participation to be those set forth in the agreement executed by such
Lender in favor of the participant relating thereto) and all amounts payable by
the Borrower hereunder shall be determined as if such Lender had not sold such
participation.

                  (b)      Notwithstanding the foregoing, any Lender (or any
Lender together with one or more other Lenders) may (x) assign all or a portion
of its Commitment and related outstanding Obligations hereunder (or, if the
Commitments have terminated, its outstanding Obligations) to (i)(A) its parent
company and/or any affiliate of such Lender which is at least 50% owned by such
Lender or its parent company or (B) to one or more other Lenders or any
affiliate of such Lender which is at least 50% owned by such other Lender or its
parent company or (ii) in the case of any Lender that is a fund that invests in
bank loans, any other fund that invests in bank loans and is managed by the same
investment advisor of any Lender or by an Affiliate of such investment advisor
or (y) assign all, or if less than all, a portion equal to at least $2,500,000
in the aggregate for the assigning Lender or assigning Lenders, of such
Commitments and related outstanding Obligations hereunder (or, if the
Commitments have terminated, its outstanding Obligations) to one or more
Eligible Transferees (treating any fund that invests in bank loans and any other
fund that invests in bank loans and is managed or advised by the same investment
advisor of such fund or by an Affiliate of such investment advisor as a single
Eligible Transferee), each of which assignees shall become a party to this
Agreement as a Lender by execution of an Assignment and Assumption Agreement,
provided that (i) at such time Schedule I shall be deemed modified to reflect
the Commitment of such new Lender and of the existing Lenders, (ii) at the
request of the assignee Lender, and upon surrender of the relevant Revolving
Notes or the provision of a customary lost note indemnification agreement from
the assignor or assignee Lender, as the case may be, new Revolving Notes will be
issued, at the Borrowers' expense, to such new Lender and to the assigning
Lender, such new Revolving Notes to be in conformity with the requirements of
Section 1.05 (with appropriate modifications) to the extent needed to reflect
the revised Commitments, (iii) the consent of the Administrative Agent, each
Issuing Lender and, at any time when no Default or Event of Default is in
existence, the Borrower shall be required in connection with any such assignment
pursuant to clause (y) above (each of which consents shall not to be
unreasonably withheld or delayed), and (iv) the Administrative Agent shall
receive at the time of each such assignment, from the assigning or assignee
Lender, the payment of a non-refundable assignment fee of $3,500 and, provided
further, that such transfer or assignment will not be effective until recorded
by the Administrative Agent on the Register pursuant to Section 13.17 hereof. To
the extent of any assignment pursuant to this Section 13.04(b), the assigning
Lender shall be relieved of its obligations hereunder with respect to its
assigned Commitments and related assigned Obligations (it being understood that,
in the event that an assigning Lender assigns all of its Commitments and related
outstanding Obligations hereunder, the indemnification provisions under this
Agreement (including, without limitation, Section 1.10, 1.11, 2.06, 4.04,

                                      -69-
<PAGE>

13.01 and 13.06) shall, in any event, survive as to such assigning Lender). At
the time of each assignment pursuant to this Section 13.04(b) to a Person which
is not already a Lender hereunder and which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for Federal income tax
purposes, the respective assignee Lender shall provide to the Borrower and the
Administrative Agent the appropriate Internal Revenue Service Forms (and, if
applicable a Section 4.04(b)(ii) Certificate) described in Section 4.04(b). To
the extent that an assignment of all or any portion of a Lender's Commitments
and related outstanding Obligations pursuant to Section 1.13 or this Section
13.04(b) would, at the time of such assignment, result in increased costs under
Section 1.10, 1.11, 2.06 or 4.04 greater than those being charged by the
respective assigning Lender prior to such assignment, then the Borrower shall
not be obligated to pay such greater increased costs (although the Borrower
shall be obligated to pay any other increased costs of the type described above
resulting from changes after the date of the respective assignment).

                  (c)      Nothing in this Agreement shall prevent or prohibit
any Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank
in support of borrowings made by such Lender from such Federal Reserve Bank and,
with prior notification to the Administrative Agent (but without the consent of
either the Borrower or the Administrative Agent), any Lender which is a fund may
pledge all or any portion of its Notes or Loans to its trustee or to a
collateral agent providing credit or credit support to such Lender in support of
its obligations to its trustee or such collateral agent, as the case may be. No
pledge pursuant to this clause (c) shall release the transferor Lender from any
of its obligations hereunder.

                  13.05 No Waiver; Remedies Cumulative. No failure or delay on
the part of any Agent or any Lender or any holder of any Note in exercising any
right, power or privilege hereunder or under any other Credit Document and no
course of dealing between the Borrower or any other Credit Party and any Agent,
any Issuing Lender or any Lender or the holder of any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights, powers and remedies herein or in any other
Credit Document expressly provided are cumulative and not exclusive of any
rights, powers or remedies which any Agent, any Issuing Lender or any Lender or
the holder of any Note would otherwise have. No notice to or demand on any
Credit Party in any case shall entitle any Credit Party to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of any Agent, any Issuing Lender or any Lender or the holder of any Note
to any other or further action in any circumstances without notice or demand.

                  13.06 Payments Pro Rata. (a) Except as otherwise provided in
this Agreement, the Administrative Agent agrees that promptly after its receipt
of each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, it shall distribute such payment to the Lenders (other than any
Lender that has consented in writing to waive its pro rata share of any such
payment) pro rata based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

                  (b)      Each of the Lenders agrees that, if it should receive
any amount hereunder (whether by voluntary payment, by realization upon
security, by the exercise of the right of setoff

                                      -70-
<PAGE>

or banker's lien, by counterclaim or cross action, by the enforcement of any
right under the Credit Documents, or otherwise), which is applicable to the
payment of the principal of, or interest on, the Loans, Unpaid Drawings,
Facility Fees or other Fees, of a sum which with respect to the related sum or
sums received by other Lenders is in a greater proportion than the total of such
Obligation then owed and due to such Lender bears to the total of such
Obligation then owed and due to all of the Lenders immediately prior to such
receipt, then such Lender receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an interest in the
Obligations of the Borrower to such Lenders in such amount as shall result in a
proportional participation by all the Lenders in such amount; provided that if
all or any portion of such excess amount is thereafter recovered from such
Lender, such purchase shall be rescinded and the purchase price restored to the
extent of such recovery, but without interest.

                  (c)      Notwithstanding anything to the contrary contained
herein, the provisions of the preceding Sections 13.06(a) and (b) shall be
subject to the express provisions of this Agreement which require, or permit,
differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting
Lenders.

                  13.07 Calculations; Computations. (a) The financial statements
to be furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by the Borrower to the
Lenders), provided that except as otherwise specifically provided herein, all
computations of the Applicable Facility Fee Percentage and the Applicable
Margin, and all computations and all definitions (including accounting terms)
used in determining compliance with Sections 9.07, 9.08 and 9.09, shall utilize
accounting principles and policies in conformity with those used to prepare the
historical financial statements referred to in Section 7.05(a).

                  (b)      All computations of interest on Eurodollar Loans and
computations of Fees hereunder shall be made on the basis of a year of 360 days
for the actual number of days (including the first day but excluding the last
day) occurring in the period for which such interest or Fees are payable. All
computations of interest on Base Rate Loans shall be made on the basis of a year
of 365/366 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest is
payable.

                  13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER
OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE
COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE
BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY

                                      -71-
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SUCH COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR
CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH
COURTS LACK PERSONAL JURISDICTION OVER IT. THE BORROWER FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH
OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT, ANY LENDER OR
THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY
OTHER JURISDICTION.

                  (b)      THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                  (c)      EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  13.09 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.

                  13.10 Effectiveness. This Agreement shall become effective on
the date (the "Effective Date") on which (i) the Borrower, each Lender and each
Agent shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile) the same
to the Administrative Agent at the Notice Office or, in the case of the Lenders,
shall have given the Administrative Agent telephonic (confirmed in writing),
written or telex notice (actually received) at such office that same has been
signed and mailed to it and (ii) the conditions contained in Section 5 are met
to the satisfaction of the Administrative Agent and the Required Lenders. Unless
the Administrative Agent has received actual notice from the Required Lenders
that the conditions contained in Section 5 have not been met to its reasonable
satisfaction, upon the satisfaction of the condition described in clause (i) of
the immediately preceding sentence and upon the Administrative Agent's good
faith determination

                                      -72-
<PAGE>

that the conditions described in clause (ii) of the immediately preceding
sentence have been met, then the Effective Date shall have been deemed to have
occurred, regardless of any subsequent determination that one or more of the
conditions thereto had not been met (although the occurrence of the Effective
Date shall not release the Borrower from any liability for failure to satisfy
one or more of the applicable conditions contained in Section 5). The
Administrative Agent will give the Borrower and each Lender prompt written
notice of the occurrence of the Effective Date.

                  13.11 Headings Descriptive. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor
any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party thereto
and the Required Lenders, provided that no such change, waiver, discharge or
termination shall, without the consent of each Lender (other than a Defaulting
Lender) (with Obligations being directly affected thereby in the case of
following clause (i)), (i) extend the final scheduled maturity of any Loan or
Note, or extend the stated maturity of, or any reimbursement obligation under,
any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the
time of payment of interest or Fees (it being understood that any amendment or
modification to the financial definitions in this Agreement or to Section
13.07(a) shall not constitute a reduction in the rate of interest or Fees for
the purposes of this clause (i)), or reduce the principal amount thereof, or
reduce any reimbursement obligations under any Letter of Credit, (ii) amend,
modify or waive any provision of this Section 13.12 (except for technical
amendments with respect to additional extensions of credit under this Agreement
of the type which afford the protections to such additional extensions of credit
provided to the Commitments on the Effective Date), (iii) reduce the percentage
specified in the definition of Required Lenders (it being understood and agreed
that, with the consent of the Required Lenders, additional extensions of credit
pursuant to this Agreement may be included in the determination of the Required
Lenders on substantially the same basis as the Commitments are included on the
Effective Date) or (iv) consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement; provided further, that
no such change, waiver, discharge or termination shall (1) increase the
Commitment of any Lender over the amount thereof then in effect without the
consent of such Lender (it being understood and agreed that waivers or
modifications of conditions precedent, covenants (including, without limitation,
by means of modifications to the financial definitions or modifications in the
method of calculation of any financial covenants), Defaults or Events of Default
or of a mandatory reduction in the Total Commitments shall not constitute an
increase of the Commitment of any Lender, and that an increase in the available
portion of any Commitment of any Lender shall not constitute an increase in the
Commitment of such Lender), (2) without the consent of the respective Issuing
Lender or Issuing Lenders, amend, modify or waive any provision of Section 2
with respect to Letters of Credit issued by it or alter its rights or
obligations with respect to Letters of Credit, (3) without the consent of the
Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and
(c) or alter its rights and obligations with respect to Swingline Loans or (4)
without the consent of each Agent affected thereby, amend, modify or waive any

                                      -73-
<PAGE>

provision of Section 12 as same applies to such Agent or any other provision as
same relates to the rights or obligations of such Agent.

                  (b)      If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clauses (i) through (iv), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not
obtained, then the Borrower shall have the right, so long as all non-consenting
Lenders whose individual consent is required are treated as described in either
clauses (A) or (B) below, to either (A) replace each such non-consenting Lender
or Lenders with one or more Replacement Lenders pursuant to Section 1.13 so long
as at the time of such replacement, each such Replacement Lender consents to the
proposed change, waiver, discharge or termination or (B) terminate such
non-consenting Lender's Commitment in accordance with Sections 3.02(b) and/or
4.01(b), provided that, unless the Commitments are terminated, and Loans repaid,
pursuant to the preceding clause (B) are immediately replaced in full at such
time through the addition of new Lenders or the increase of the Commitments
and/or outstanding Loans of existing Lenders (who in each case must specifically
consent thereto), then in the case of any action pursuant to preceding clause
(B) the Required Lenders (determined before giving effect to the proposed
action) shall specifically consent thereto, provided further, that in any event
the Borrower shall not have the right to replace a Lender, terminate its
Commitment or repay its Loans solely as a result of the exercise of such
Lender's rights (and the withholding of any required consent by such Lender)
pursuant to the second proviso to Section 13.12(a).

                  13.13 Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06, 13.01 and 13.06
shall, subject to Section 13.15 (to the extent applicable) survive the
execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Loans.

                  13.14 Domicile of Loans. Each Lender may transfer and carry
its Loans at, to or for the account of any office, Subsidiary or Affiliate of
such Lender. Notwithstanding anything to the contrary contained herein, to the
extent that a transfer of Loans pursuant to this Section 13.14 would, at the
time of such transfer, result in increased costs under Section 1.10, 1.11, 2.06
or 4.04 from those being charged by the respective Lender prior to such
transfer, then the Borrower shall not be obligated to pay such increased costs
(although the Borrower shall be obligated to pay any other increased costs of
the type described above resulting from changes after the date of the respective
transfer).

                  13.15 Limitation on Additional Amounts, etc. Notwithstanding
anything to the contrary contained in Sections 1.10, 1.11, 2.06 or 4.04 of this
Agreement, unless a Lender gives notice to the Borrower that they are obligated
to pay an amount under any such Section within 180 days after the later of (x)
the date the Lender incurs the respective increased costs, Taxes, loss, expense
or liability, reduction in amounts received or receivable or reduction in return
on capital or (y) the date such Lender has actual knowledge of its incurrence of
the respective increased costs, Taxes, loss, expense or liability, reductions in
amounts received or receivable or reduction in return on capital, then such
Lender shall only be entitled to be compensated for such amount by the Borrower
pursuant to said Section 1.10, 1.11, 2.06 or 4.04, as the case may be, to the
extent the costs, Taxes, loss, expense or liability, reduction in amounts
received or receivable

                                      -74-
<PAGE>

or reduction in return on capital are incurred or suffered on or after the date
which occurs 180 days prior to such Lender giving notice to the Borrowers that
it is obligated to pay the respective amounts pursuant to said Section 1.10,
1.11, 2.06 or 4.04, as the case may be. This Section 13.15 shall have no
applicability to any Section of this Agreement other than said Sections 1.10,
1.11, 2.06 and 4.04.

                  13.16 Confidentiality. (a) Subject to the provisions of clause
(b) of this Section 13.16, each Lender agrees that it will not disclose without
the prior consent of the Borrower (other than to its employees, auditors,
advisors or counsel or to another Lender if the Lender or such Lender's holding
or parent company in its sole discretion determines that any such party should
have access to such information, provided such Persons shall be subject to the
provisions of this Section 13.16 to the same extent as such Lender) any
information with respect to the Borrower or any of its Subsidiaries which is now
or in the future furnished pursuant to this Agreement or any other Credit
Document and which is designated by the Borrower to the Lenders in writing as
confidential, provided that any Lender may disclose any such information (a) as
has become generally available to the public, (b) as may be required or
appropriate in any report, statement or testimony submitted to any municipal,
state or Federal regulatory body having or claiming to have jurisdiction over
such Lender or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors, (c) as may be required or appropriate in respect to any
summons or subpoena or in connection with any litigation, (d) in order to comply
with any law, order, regulation or ruling applicable to such Lender, (e) to any
Agent, and (f) to any prospective or actual transferee or participant in
connection with any contemplated transfer or participation of any of the Notes
or Commitments or any interest therein by such Lender, provided that such
prospective transferee agrees to be subject to the provisions contained in this
Section 13.16.

                  (b)      The Borrower hereby acknowledges and agrees that each
Lender may share with any of its Affiliates any information related to the
Borrower or any of its Subsidiaries (including, without limitation, any
nonpublic customer information regarding the creditworthiness of the Borrower
and its Subsidiaries), provided such Persons shall be subject to the provisions
of this Section 13.16 to the same extent as such Lender.

                  (c)      No Agent, Lender, any of their respective affiliates
or the Borrower provide accounting, tax or legal advice. Notwithstanding
anything provided herein, or in any other agreement or document relating to the
transactions contemplated by this Agreement, each Agent, each Lender and the
Borrower hereby agree and acknowledge that the Borrower and each Agent and each
Lender (and each of their employees, representatives or other agents) are
authorized to disclose to any and all persons, beginning immediately upon
commencement of their discussions concerning the transactions contemplated by
this Agreement and without limitation of any kind, the tax treatment and tax
structure of such transactions, and all materials of any kind (including
opinions or other tax analyses) that are provided to the Borrower, any Agent or
any Lender relating to such tax treatment and tax structure, except (i) to the
extent that such disclosure is subject to restrictions reasonably necessary to
comply with securities laws and (ii) that, with respect to any such materials
that contain information relating to the tax treatment or tax structure of the
transaction as well as other information, the authorization to disclose under
this paragraph (c) shall apply only to such portions of such materials that
describe, or may be relevant to an understanding of, such tax treatment or tax
structure. In this regard, each Agent, each Lender and the Borrower

                                      -75-
<PAGE>

acknowledge and agree that disclosure of the tax treatment and tax structure of
the transactions contemplated by this Agreement has not been and is not limited
in any manner by an express or implied understanding or agreement (whether oral
or written, and whether or not such understanding or agreement is legally
binding), except to the extent that such disclosure is subject to restrictions
reasonably necessary to comply with securities laws. For purposes of this
authorization, "tax treatment" means the purported or claimed U.S. federal
income tax treatment of the transaction, and "tax structure" means any fact that
may be relevant to understanding the purported or claimed U.S. federal income
tax treatment of the transaction. This paragraph is intended to reflect the
understanding of each Agent, each Lender and the Borrower that the transactions
contemplated by this Agreement have not been offered under "conditions of
confidentiality" as that phrase is used in Treasury Regulation Sections
1.6011-4(b)(3)(i) and 301.6111-2(c)(i), and shall be interpreted in a manner
consistent therewith. Nothing herein is intended to imply that any Agent, any
Lender or the Borrower has made or provided to, or for the benefit of, the other
any oral or written statement as to any potential U.S. federal tax consequences
that are related to, or may result from, the transactions contemplated by this
Agreement.

                  13.17 Register. The Borrower hereby designates the
Administrative Agent to serve as the Borrower's agent, solely for purposes of
this Section 13.17, to maintain a register (the "Register") on which it will
record the Commitments from time to time of each of the Lenders, the Loans made
by each of the Lenders and each repayment in respect of the principal amount of
the Loans of each Lender. The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error. Failure to make any such
recordation, or any error in such recordation shall not affect the Borrower's
obligations in respect of such Loans. With respect to any Lender, the transfer
of the Commitments of such Lender and the rights to the principal of, and
interest on, any Revolving Loan made pursuant to such Commitments shall not be
effective until such transfer is recorded on the Register maintained by the
Administrative Agent with respect to ownership of such Commitments and Revolving
Loans and prior to such recordation all amounts owing to the transferor with
respect to such Commitments and Revolving Loans shall remain owing to the
transferor. The registration of assignment or transfer of all or part of any
Commitments and Revolving Loans shall be recorded by the Administrative Agent on
the Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment and Assumption Agreement pursuant to Section
13.04(b). Coincident with the delivery of such an Assignment and Assumption
Agreement to the Administrative Agent for acceptance and registration of
assignment or transfer of all or part of a Revolving Loan, or as soon thereafter
as practicable, the assigning or transferor Lender shall surrender the Note
evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in
the same aggregate principal amount shall be issued to the assigning or
transferor Lender and/or the new Lender. The Borrower agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this Section
13.17.

                                     * * *

                                      -76-
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

Address:

1919 Flowers Circle                         FLOWERS FOODS, INC.
Thomasville, GA 31757

Telephone: (229) 226-9110                   By: /s/ Jimmy M. Woodward
Facsimile: (229) 225-3808                       --------------------------------
Attention: Secretary and General Counsel        Title: Senior Vice President and
                                                       Chief Financial Officer

                                            DEUTSCHE BANK AG, NEW YORK BRANCH,
                                                Individually and
                                                as Administrative Agent

                                            By: /s/ Belinda Wheeler
                                                --------------------------------
                                                Title: Vice President

                                            By: /s/ Frederick W. Laird
                                                --------------------------------
                                                 Title: Managing Director

                                            DEUTSCHE BANK SECURITIES INC.,
                                                as Lead Arranger and Book Runner

                                            By: /s/ Robert W. Hevner
                                                --------------------------------
                                                Title: Managing Director

                                            By: /s/ Jeff Ogden
                                                --------------------------------
                                                Title: Managing Director

<PAGE>

                                            SUNTRUST BANK, Individually and as
                                                Syndication Agent

                                            By: /s/ Michel Odermatt
                                                --------------------------------
                                                Title:  Director

                                            FLEET NATIONAL BANK, Individually
                                                and as Co-Documentation Agent

                                            By: /s/ Ravi Kacker
                                                --------------------------------
                                                Title: Director

                                            HARRIS TRUST AND SAVINGS BANK,
                                                Individually and as Co-
                                                Documentation Agent

                                            By: /s/ William R. Corya
                                                --------------------------------
                                                Title: Vice President

                                            COOPERATIEVE CENTRALE RAIFFEISEN-
                                                BOERENLEEN BANK, B.A., "RABOBANK
                                                INTERNATIONAL", NEW YORK BRANCH,
                                                Individually and as Co-
                                                Documentation Agent

                                            By: /s/ Theodore Cox
                                                --------------------------------
                                                Title: Executive Director

                                            By: /s/ Edward J. Peyser
                                                --------------------------------
                                                Title: Managing Director

<PAGE>

                                            COBANK, ACB

                                            By: /s/ Brian J. Klatt
                                                --------------------------------
                                                Title: Senior Vice President

                                            CREDIT LYONNAIS NEW YORK BRANCH

                                            By: /s/ Lee E. Greve
                                                --------------------------------
                                                Title: First Vice President

                                            FARM CREDIT SERVICES OF AMERICA, PCA

                                            By: /s/ Bruce P. Rouse
                                                --------------------------------
                                                Title: Vice President

                                            U.S. AGBANK, FCB

                                            By: /s/ Greg E. Somerhalder
                                                --------------------------------
                                                Title: Vice President

                                            AGFIRST FARM CREDIT BANK

                                            By: /s/ Steve McClam
                                                --------------------------------
                                                Title: Vice President

                                            GREENSTONE FARM CREDIT SERVICES,
                                                FLCA/ACA

                                            By: /s/ Alfred S. Compton, Jr.
                                                -------------------------------
                                                Title: VP/ Sr. Lending Officer

<PAGE>

                                            REGIONS BANK

                                            By: /s/ James W. Newport
                                                --------------------------------
                                                Title: Senior Vice President

                                            COMERICA BANK

                                            By: /s/ Richard Hampson
                                                --------------------------------
                                                Title: Vice President

                                            BANK HAPOLIM B.M.

                                            By: /s/ Marc Bosc
                                                --------------------------------
                                                Title: Vice President

                                            CHEVY CHASE BANK, FSB

                                            By: /s/ Brian J. Klatt
                                                --------------------------------
                                                Title: Senior Vice President

                                            NORTHERN TRUST COMPANY

                                            By: /s/ John C. Canty
                                                --------------------------------
                                                Title: Vice President
<PAGE>

                                                                      SCHEDULE I

                                   COMMITMENTS

<TABLE>
<CAPTION>
                          Lender                                    Commitment
                          ------                                    ----------
<S>                                                                <C>
Deutsche Bank AG, New York Branch                                  $ 11,250,000

SunTrust Bank                                                      $ 10,250,000

Fleet National Bank                                                $ 10,250,000

Harris Trust and Savings Bank                                      $ 10,250,000

Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A.,             $ 10,250,000
"RaboBank International", New York Branch

CoBank, ACB                                                        $ 10,250,000

Credit Lyonnais New York Branch                                    $ 10,250,000

Farm Credit Services of America, PCA                               $ 10,250,000

U.S. AgBank, FCB                                                   $ 10,250,000

AgFirst Farm Credit Bank                                           $ 10,250,000

GreenStone Farm Credit Services, FLCA/ACA                          $ 10,250,000

Regions Bank                                                       $ 10,250,000

Comerica Bank                                                      $  8,000,000

Bank Hapoalim B.M.                                                 $  6,000,000

Chevy Chase Bank, FSB                                              $  6,000,000

Northern Trust Company                                             $  6,000,000

Total                                                              $150,000,000
                                                                   ============
</TABLE>

<PAGE>

                                                                     SCHEDULE II

                                LENDER ADDRESSES

Lender                                Address

Deutsche Bank AG, New York Branch     60 Wall Street
                                      New York, NY 10005
                                      Telephone: (212) 250-8372
                                      Facsimile: (212) 797-4344
                                      Attention: Belinda Wheeler
                                      E-mail: belinda.wheeler@db.com

SunTrust Bank                         303 Peachtree Street- N.E., 3rd Floor
                                      Atlanta, GA 30308
                                      Telephone: (404) 724-3163
                                      Facsimile: (404) 230-5305
                                      Attention: Doug O'Bryan
                                      E-mail: douglas.o'bryan@suntrust.com

Fleet National Bank                   100 Federal Street
                                      Boston, MA 02110
                                      Telephone: (617) 434-4708
                                      Facsimile: (617) 434-0637
                                      Attention: Ravi Kacker
                                      E-mail: ravi_kacker@fleet.com

Harris Trust and Savings Bank         111 W. Monroe Street- 20th Floor West
                                      Chicago, IL 60603
                                      Telephone: (312) 461-3519
                                      Facsimile: (312) 765-8095
                                      Attention: William R. Corya
                                      E-mail: william.corya@harrisnesbitt.com

Cooperatieve Centrale Raiffeisen-     1201 W. Peachtree Street- Suite 3450
Boerenleenbank B.A., "RaboBank        Atlanta, GA 30309
International", New York Branch       Telephone: (404) 877-9114
                                      Facsimile: (404) 877-9150
                                      Attention: Melissa Ayala
                                      E-mail: melissa.ayala@rabobank.com

CoBank, ACB                           5500 S. Quebec Street
                                      Greenwood Village, CO 80111
                                      Telephone: (303) 740-4197
                                      Facsimile: (303) 740-4366
                                      Attention: S. Richard Dill
                                      E-mail: rdill@cobank.com

<PAGE>

                                                                          Page 2

Lender                                Address

Credit Lyonnais New York Branch       227 W. Monroe Street- Suite 3800
                                      Chicago, IL 60606
                                      Telephone: (312) 220-7302
                                      Facsimile: (312) 641-0527
                                      Attention: Julie Kanak
                                      E-mail: julie.kanak@clamericas.com

Farm Credit Services of America, PCA  5015 S. 118th Street
                                      Omaha, NE 68137
                                      Telephone: (402) 348-3262
                                      Facsimile: (402) 348-3324
                                      Attention: Jennifer Witt
                                      E-mail: wittj@fcsamerica.com

U.S. AgBank, FCB                      245 N. Waco 67202
                                      P.O. Box 2940
                                      Wichita, KS 67201-2940
                                      Telephone: (316) 266-5283
                                      Facsimile: (316) 291-5011
                                      Attention: Greg Somerhalder
                                      E-mail: greg.somerhalder@usagbank.com

AgFirst Farm Credit Bank              1401 Hampton Street
                                      Columbia, SC 29201
                                      Telephone: (803) 753-2221
                                      Facsimile: (803) 254-4219
                                      Attention: John W. Burnside, Jr.
                                      E-mail: jburnside@agfirst.com

GreenStone Farm Credit Services,      1760 Abbey Road- Suite 200
FLCA/ACA                              East Lansing, MI 48823
                                      Telephone: (517) 318-4128
                                      Facsimile: (517) 318-1240
                                      Attention: Al Compton
                                      E-mail: acompto@greenstonefcs.com

Regions Bank                          333 W. Broad Avenue
                                      Albany, GA 30701
                                      Telephone: (229) 432-8460
                                      Facsimile: (229) 432-8004
                                      Attention: James W. Newport
                                      E-mail: jim.newport@regions.com

<PAGE>

                                                                          Page 3

Lender                                Address

Comerica Bank                         P.O. Box 75000
                                      Detroit, MI 48275-3279
                                      Telephone: (313) 222-3463
                                      Facsimile: (313) 222-3330
                                      Attention: Richard C. Hampson
                                      E-mail: richard_c_hampson@comerica.com

Bank Hapoalim B.M.                    1177 Avenue of the Americas
                                      New York, NY 10036
                                      Telephone: (212) 782-2181
                                      Facsimile: (212) 782-2382
                                      Attention: Marc Bosc
                                      E-mail: mbosc@hapoalim.com

Chevy Chase Bank, FSB                 7501 Wisconsin Avenue- 12th Floor
                                      Bethesda, MD 20814
                                      Telephone: (240) 497-7776
                                      Facsimile: (240) 497-7718
                                      Attention: Dory Halati
                                      E-mail: dxhalati@chevychasebank.net

Northern Trust Company                50 South LaSalle
                                      Chicago, IL 60675
                                      Telephone: (312) 444-7729
                                      Facsimile: (312) 444-7028
                                      Attention: John C. Canty
                                      E-mail: jc92@ntrs.com

<PAGE>

FLOWERS FOODS, INC.
SCHEDULE III
EXISTING LETTERS OF CREDIT
AS OF 10/23/2003

<TABLE>
<CAPTION>
ISSUING LENDER                               APPLICANT              BENEFICIARY                          EXPIRY DATE   STATED AMOUNT
--------------                               ---------              -----------                          -----------   -------------
<S>                                          <C>                    <C>                                  <C>           <C>
DEUTSCHE BANK TRUST COMPANY AMERICAS         Flowers Foods, Inc.    Pacific Employers Ins. Co., etal.    3/26/2004      4,353,341.00
(f/k/a Bankers Trust Company)
                                             Flowers Foods, Inc.    Travelers                            3/22/2004         2,450,000
                                                                                                                        ------------
TOTAL LETTERS OF CREDIT                                                                                                 6,803,341.00
                                                                                                                        ============
</TABLE>

<PAGE>

                        SCHEDULE IV TO CREDIT AGREEMENT

                             CORPORATE STRUCTURE OF
                             FLOWERS FOODS, INC.(1)

<TABLE>
<CAPTION>
                                                           Original Date of   Conversion Date of    State of       Other Qualified
                           ENTITY                            Organization        Organization      Organization         States
                           ------                          ----------------   ------------------   ------------   ----------------
<S>                                                        <C>                <C>                  <C>             <C>
FLOWERS FOODS, INC.                                            10/19/00                                (GA)
  S - Flowers Finance, LLC                                     03/23/01                                (DE)
  S - Flowers Baking Co. of Batesville, Inc. (f/k/a            10/25/02                                (AR)               MO
      Ideal Baking Company, LLC)
           p - Batesville, Arkansas
  S - Flowers Foods Bakeries Group, LLC (f/k/a                 05/27/98            12/30/00            (GA)
      Flowers Bakeries, LLC)
      ss - Flowers Bakeries Brands, Inc.                       12/21/00                                (DE)
      ss - Flowers Baking Co. of Florida, LLC (h)              01/07/77            12/27/00            (FL)
           sss -Flowers Baking Co. of Miami, LLC               08/05/77            12/27/00            (FL)
                     p - Miami, Florida
           sss -Flowers Baking Co. of Jacksonville, LLC        01/03/77            12/27/00            (FL)             GA, SC
                     p - Jacksonville, Florida
           sss -Flowers Baking Co. of Bradenton, LLC           10/30/84            12/27/00            (FL)
                     p - Bradenton, Florida
      ss - Flowers Baking Co. of Thomasville, LLC              06/30/78            12/30/00            (GA)             AL, FL
               p - Thomasville, Georgia
      ss - Flowers Baking Co. of Villa Rica, LLC               11/23/93            12/30/00            (GA)             AL, TN
               p - Villa Rica, Georgia
      ss - Table Pride, LLC (i)                                05/30/89            12/30/00            (GA)
               p. - Chamblee, Georgia
      ss - Flowers Baking Co. of Opelika, LLC                  06/28/78            12/30/00            (AL)               GA
               p - Opelika, Alabama
           sss -Bailey Street Bakery, LLC                      10/22/96            12/30/00            (AL)               GA
                p - Atlanta, Georgia
      ss - Flowers Baking Co. of Tucker, LLC (f/k/a            11/30/74            12/30/00            (GA)
           Flowers Bakery of Tucker, LLC) (f/ka Mrs.
           Smith's Bakery of Tucker, LLC) (fka European
           Bakers, LLC)
               p - Tucker, Georgia
      ss - Flowers Baking Co. of Tuscaloosa, LLC (f/k/a        11/12/46            12/30/00            (AL)             MS, TN
           Hardin's Bakery, LLC)
               p - Tuscaloosa, Alabama
      ss - Flowers Baking Co. of Lafayette, LLC (f/k/a         02/12/76            12/28/00            (LA)
           Huval Bakery, LLC)
               p - Lafayette, Louisiana
           sss -   Flowers Baking Co. of New Orleans,          09/22/57            12/28/00            (LA)             AL, MS
               LLC (f/k/a    Bunny Bread, LLC)
                   p - New Orleans, Louisiana
               ssss -   Flowers Baking Co. of Baton            07/20/87            12/28/00            (LA)               MS
                        Rouge, LLC
                        p - Baton Rouge, Louisiana
</TABLE>
----------------
(1)        All subsidiaries (other than El Paso Baking Co. de Mexico, S.A. de
C.V.) are "Wholly-Owned Domestic Subsidiaries" as that term is defined in the
Credit Agreement to which this Schedule IV is attached.

<PAGE>

<TABLE>
<CAPTION>
                                                           Original Date of   Conversion Date of    State of       Other Qualified
                           ENTITY                            Organization        Organization      Organization         States
                           ------                          ----------------   ------------------   ------------   ----------------
<S>                                                        <C>                <C>                  <C>             <C>
      ss - Flowers Baking Co. of Jamestown, LLC                07/02/84            12/22/00            (NC)               SC
               p - Jamestown, North Carolina
      ss - Franklin Baking Company, LLC                        01/30/98            12/22/00            (NC)               SC
               p - Goldsboro, NC
      ss - Flowers Baking Co. of Lynchburg, LLC                12/13/77            12/30/00            (VA)
               p - Lynchburg, Virginia
      ss - Flowers Baking Co. of Norfolk, LLC (f/k/a           12/01/00                                (VA)               NC
           Hampton Roads Baking Company, LLC)
               p - Norfolk, Virginia
      ss - Flowers Baking Co. of Morristown, LLC               07/15/80            12/30/00            (TN)           SC, NC, VA
               p - Morristown, Tennessee
      ss - Flowers Baking Co. of Memphis, LLC (i)              10/14/99            12/30/00            (TN)
      ss - Flowers Baking Co. of Nashville, LLC (f/k/a         07/03/01                                (TN)               KY
           East Tennessee Baking Co., LLC) (distribution
           company)
      ss - West Tennessee Baking Co., LLC (distribution        07/03/01                                (TN)           AR, KY, MS
           company)
      ss - Flowers Baking Co. of Houston, LLC (f/ka            03/07/24            12/30/00            (TX)
           Schott's Bakery, LLC)
               p - Houston, Texas
      ss - Flowers Baking Co. of West Virginia, LLC            06/26/85            12/29/00            (WV)           KY, VA, OH
               p - Bluefield, West Virginia
           sss -The Donut House, LLC (i)                       11/17/69            12/29/00            (WV)
                     p - Charleston, West Virginia
      ss - Flowers Baking Co. of Texas, LLC (h)                11/05/81            12/30/00            (TX)
           sss -Flowers Baking Co. of Denton, LLC              08/21/03                                (TX)
                     p -
           sss -Flowers Baking Co. of Tyler, LLC               12/17/91            12/30/00            (GA)       A, OK, AR, MO, TX
                     p - Tyler, Texas
                ssss - Flowers Baking Co. of San               01/06/97            12/30/00            (TX)
                      Antonio, LLC (f/k/a ButterKrust
                      Bakery, LLC)
                          p - San Antonio, Texas
           sss -Flowers Baking Co. of El Paso, LLC             06/17/94            12/30/00            (TX)             NM, CO
                (f/k/a El Paso Baking Co., LLC)
                     p - El Paso, Texas
                ssss - El Paso Baking Co. de Mexico,            09/ /94                              (MEXICAN
                      S.A. de C.V. (d)                                                                CORP.)
           sss - San Antonio Baking Co., LLC (i)               01/06/97            12/30/00            (TX)
           sss - Austin Baking Co., LLC (i)                    02/03/97            12/30/00            (TX)
                     p - Austin, Texas
           sss -Corpus Christi Baking Co., LLC (i)             02/18/97            12/30/00            (TX)
      ss - Flowers Baking Co. of Texarkana, LLC                11/10/86            12/22/00            (AR)
               p - Texarkana, Arkansas
      ss - Flowers Baking Co. of Pine Bluff, LLC (f/k/a        03/27/46            12/22/00            (AR)
           Holsum Baking Company, LLC)
               p - Pine Bluff, Arkansas
      ss - Shipley Baking Company, LLC                         09/18/96            12/22/00            (AR)             OK, MO
               p - Fort Smith, Arkansas
      ss - Storck Baking Company, LLC                          10/19/95            12/29/00            (WV)         OH, PA, MD, KY
               p - Parkersburg, West Virginia
  S - Flowers Foods Specialty Group, LLC (f/k/a Flowers        07/16/02                                (GA)
      Snack, LLC)
</TABLE>


                                       2

<PAGE>

<TABLE>
<CAPTION>
                                                           Original Date of   Conversion Date of    State of       Other Qualified
                           ENTITY                            Organization        Organization      Organization         States
                           ------                          ----------------   ------------------   ------------   ----------------
<S>                                                        <C>                <C>                  <C>             <C>
      ss - Flowers Bakery of Atlanta, LLC (f/k/a Flowers       03/28/95            12/30/02            (GA)
           Snack of Atlanta, LLC ) (fka Mrs. Smith's
           Bakery of Atlanta, LLC (fka Aunt Fanny's
           Bakery, LLC)
               p - Atlanta , Georgia
      ss - Flowers Bakery of Suwanee, LLC (f/k/a Mrs.          06/14/99            12/30/00            (GA)
           Smith's Bakery of Suwanee, LLC)
      ss - Flowers Bakery of London, LLC (f/k/a Flowers        05/31/83            12/27/02            (KY)
           Snack of London, LLC) (f/k/a Mrs. Smith's
           Bakery of London, LLC)
               p - London, Kentucky
      ss - Flowers Bakery of Crossville, LLC (f/k/a            12/30/77            12/30/02            (TN)
           Flowers Snack of Crossville, LLC) (f/k/a Mrs.
           Smith's Bakery of Crossville, LLC)
               p - Crossville, Tennessee
      ss - Flowers Bakery Distributors, Inc. (f/k/a            08/01/94               NA               (TN)
           Flowers Snack Distributors, Inc.) (f/k/a Mrs.
           Smith's Fresh Bakery Distributors, Inc.) (d)
      ss - Flowers Bakery of Cleveland, LLC (f/k/a             11/15/02               NA               (TN)
           Flowers Snack of Cleveland, TN., LLC)
               p - Cleveland, Tennessee
      ss - Flowers Bakery of Montgomery, LLC (f/k/a Mrs.       03/31/89            12/30/00            (AL)
           Smith's Bakery of Montgomery, LLC)
               p - Montgomery, Alabama
      ss - Flowers Bakery of Birmingham, LLC (f/k/a Home       05/28/99            12/30/00            (AL)        R, FL, GA, , LA,
           Baking Company, LLC)                                                                                    MD, MS, NC, SC,
               p - Birmingham, Alabama                                                                             TN, TX, VA, WVA
      ss - Flowers Frozen Desserts, LLC (f/k/a Mrs.            04/28/98            12/30/00            (GA)
           Smith's Bakeries, LLC)
               p - Montgomery, Alabama
                ssss - Flowers Frozen Desserts of              04/13/93            12/22/00            (NC)
                      Pembroke, LLC (f/k/a Mrs. Smith's
                      Bakery of Pembroke, LLC ) (f/k/a
                      Daniel's Home Bakery of North
                      Carolina, LLC)
                          p - Pembroke, North Carolina
           sss -Flowers Frozen Desserts Sales Group, LLC       06/02/89            12/30/00            (GA)        CA, KY, LA, MN,
                (f/k/a Mrs. Smith's Bakeries Sales                                                                    OH, PA, TN
                Support Group, LLC) (d)
                ssss - Flowers Foil Company, LLC               01/29/98            12/30/00            (GA)               PA
                      (f/k/a Mrs. Smith's Foil Company,
                      LLC)
                          p - Pottstown, PA
           sss -Flowers Frozen Desserts of Pennsylvania,       04/30/96            3/21/01             (GA)               PA
                LLC (f/k/a Mrs. Smith's Bakeries of
                Pennsylvania, LLC)
                     p - Pottstown, PA
           sss -Flowers Frozen Desserts of Spartanburg,        08/21/69            12/21/00            (SC)
                LLC (f/k/a Mrs. Smith's Bakery of
                Spartanburg, LLC)
                     p - Spartanburg, South Carolina
           sss -Flowers Frozen Distributors, LLC (f/k/a        08/16/94            12/30/00            (GA)
                Mrs. Smith's Bakeries Frozen
                Distributors, LLC) (d)
</TABLE>


                                       3

<PAGE>

<TABLE>
<CAPTION>
                                                           Original Date of   Conversion Date of    State of       Other Qualified
                           ENTITY                            Organization        Organization      Organization         States
                           ------                          ----------------   ------------------   ------------   ----------------
<S>                                                        <C>                <C>                  <C>             <C>
           sss -Flowers Specialty Brands, Inc. (f/k/a          05/26/98              N/A               (SC)
                Flowers Frozen Dessert Brands, Inc.--
                f/n/a Mrs. Smith's Brands, Inc.)
           sss -Flowers Frozen Desserts of Stilwell, LLC       04/01/74            12/29/00            (OK)
                (f/k/a Mrs. Smith's Bakery of Stilwell,
                LLC )
                     p - Stilwell, Oklahoma
</TABLE>

--------------------------

* -     These are the states, other than the states of incorporation, in
        which the subsidiary is authorized to do business.

S  -    subsidiary of Flowers Foods, Inc.
ss -    subsidiary of a subsidiary
sss-    subsidiary of a subsidiary of a subsidiary
ssss-   subsidiary of a subsidiary of a subsidiary of a subsidiary
P-      plant
(i)-    inactive
(d)-    distribution center
(h)-    holding company


                                      4

<PAGE>

                                                                     SCHEDULE V

                                 EXISTING LIENS

<TABLE>
<CAPTION>
DEBTOR                                          SECURED PARTY        DESCRIPTION OF LIEN        BALANCE SECURED AS
                                                                                                OF THE EFFECTIVE
                                                                                                DATE
-------------------------------------------     -------------        ---------------------      ------------------
<S>                                             <C>                  <C>                        <C>
Flowers Baking Co. of Batesville, Inc.          Bank of America,     IRB Mortgage on                $3,300,000
(formerly known as Ideal Baking Comparny,       N.A.                 manufacturing
Inc.)                                                                facility at 1223
                                                                     St. Louis Street,
                                                                     Batesville, Arkansas
</TABLE>

<PAGE>


FLOWERS FOODS, INC.
SCHEDULE VI
SCHEDULED EXISTING INDEBTEDNESS > $2,000,000
AS OF 10/23/2003
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

BORROWER                                              DESCRIPTION                                                BALANCE
--------                                              -----------                                             ------------
<S>                                                   <C>                                                     <C>
Flowers Baking Co. of Batesville, Inc. (f/k/a         Promissory Notes Payable - (6 notes) to                 $  3,219,091
Ideal Baking Company, LLC)                            members of the Cochran family

Flowers Baking Co. of Batesville, Inc. (f/k/a         Letter of Credit backing Independence County,
Ideal Baking Company, LLC)                            Arkansas - Industrial Development Revenue
                                                      Bonds                                                   $  3,331,644
                                                                                                              ------------

TOTAL SCHEDULED EXISTING INDEBTEDNESS > $2,000,000                                                            $  6,550,735
=======================================================================================                       ============

</TABLE>
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                                                                                                                  <C>
SECTION 1.        Amount and Terms of Credit.....................................................................      1

         1.01     The Commitments................................................................................      1
         1.02     Minimum Amount of Each Borrowing...............................................................      3
         1.03     Notice of Borrowing............................................................................      3
         1.04     Disbursement of Funds..........................................................................      4
         1.05     Notes..........................................................................................      5
         1.06     Conversions....................................................................................      6
         1.07     Pro Rata Borrowings............................................................................      6
         1.08     Interest.......................................................................................      6
         1.09     Interest Periods...............................................................................      7
         1.10     Increased Costs, Illegality, etc...............................................................      8
         1.11     Compensation...................................................................................     10
         1.12     Change of Lending Office.......................................................................     11
         1.13     Replacement of Lenders.........................................................................     11

SECTION 2.        Letters of Credit..............................................................................     12

         2.01     Letters of Credit..............................................................................     12
         2.02     Minimum Stated Amount..........................................................................     13
         2.03     Letter of Credit Requests......................................................................     13
         2.04     Letter of Credit Participations................................................................     14
         2.05     Agreement to Repay Letter of Credit Drawings...................................................     16
         2.06     Increased Costs................................................................................     16

SECTION 3.        Facility Fee; Other Fees; Reductions of Commitment.............................................     17

         3.01     Fees...........................................................................................     17
         3.02     Optional Commitment Reductions.................................................................     18
         3.03     Mandatory Reduction of Commitments.............................................................     18

SECTION 4.        Prepayments; Payments; Taxes...................................................................     19

         4.01     Voluntary Prepayments..........................................................................     19
         4.02     Mandatory Repayments and Cash Collateralizations...............................................     19
         4.03     Method and Place of Payment....................................................................     20
         4.04     Net Payments; Taxes............................................................................     20

SECTION 5.        Conditions Precedent to the Effective Date.....................................................     22

         5.01     Execution of Agreement; Notes..................................................................     22
         5.02     Officer's Certificate..........................................................................     23
         5.03     Opinions of Counsel............................................................................     23
         5.04     Corporate Documents; Proceedings; etc..........................................................     23
         5.05     Existing Credit Agreement......................................................................     23
         5.06     Guaranties.....................................................................................     24
</TABLE>

                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

<TABLE>
<S>                                                                                                                   <C>
         5.07     Outstanding Indebtedness; Preferred Stock......................................................     24
         5.08     Adverse Change; Governmental Approvals; etc....................................................     24
         5.09     Litigation.....................................................................................     24
         5.10     Financial Statements...........................................................................     25
         5.11     Solvency Certificate; Leverage Ratio Certificate...............................................     25
         5.12     Fees, etc......................................................................................     25

SECTION 6.        Conditions Precedent to All Credit Events......................................................     25

         6.01     Effective Date.................................................................................     25
         6.02     No Default; Representations and Warranties.....................................................     25
         6.03     Notice of Borrowing; Letter of Credit Request..................................................     25

SECTION 7.        Representations, Warranties and Agreements.....................................................     26

         7.01     Corporate Status...............................................................................     26
         7.02     Corporate Power and Authority..................................................................     26
         7.03     No Violation...................................................................................     27
         7.04     Governmental Approvals.........................................................................     27
         7.05     Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc...........     27
         7.06     Litigation.....................................................................................     28
         7.07     True and Complete Disclosure...................................................................     28
         7.08     Use of Proceeds; Margin Regulations............................................................     28
         7.09     Tax Returns and Payments.......................................................................     29
         7.10     Compliance with ERISA..........................................................................     29
         7.11     Properties.....................................................................................     30
         7.12     Subsidiaries...................................................................................     30
         7.13     Compliance with Statutes, etc..................................................................     30
         7.14     Investment Company Act.........................................................................     30
         7.15     Public Utility Holding Company Act.............................................................     30
         7.16     Environmental Matters..........................................................................     30
         7.17     Labor Relations................................................................................     31
         7.18     Patents, Licenses, Franchises and Formulas.....................................................     31
         7.19     Scheduled Existing Indebtedness, etc...........................................................     31

SECTION 8.        Affirmative Covenants..........................................................................     31

         8.01     Information Covenants..........................................................................     32
         8.02     Books, Records and Inspections.................................................................     34
         8.03     Maintenance of Property; Insurance.............................................................     34
         8.04     Corporate Franchises...........................................................................     34
         8.05     Compliance with Statutes, etc..................................................................     35
         8.06     Compliance with Environmental Laws.............................................................     35
         8.07     ERISA..........................................................................................     35
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

<TABLE>
<S>                                                                                                                   <C>
         8.08     End of Fiscal Years; Fiscal Quarters...........................................................     36
         8.09     Payment of Taxes...............................................................................     36
         8.10     Additional Subsidiary Guarantors...............................................................     36
         8.11     Use of Proceeds................................................................................     37

SECTION 9.        Negative Covenants.............................................................................     37

         9.01     Liens..........................................................................................     37
         9.02     Consolidations, Mergers, Sales of Assets and Acquisitions......................................     38
         9.03     Dissolution, etc...............................................................................     40
         9.04     Restricted Payments............................................................................     40
         9.05     Indebtedness...................................................................................     40
         9.06     Transactions with Affiliates...................................................................     40
         9.07     Maximum Leverage Ratio.........................................................................     40
         9.08     Minimum Interest Coverage Ratio................................................................     41
         9.09     Minimum Tangible Net Worth.....................................................................     41
         9.10     Business.......................................................................................     41
         9.11     Limitation on Certain Restrictions on Subsidiaries.............................................     41
         9.12     Limitation on Issuance of Capital Stock........................................................     41

SECTION 10.       Events of Default..............................................................................     42

         10.01    Payments.......................................................................................     42
         10.02    Representations, etc...........................................................................     42
         10.03    Covenants......................................................................................     42
         10.04    Default Under Other Agreements.................................................................     42
         10.05    Bankruptcy, etc................................................................................     42
         10.06    ERISA..........................................................................................     43
         10.07    Subsidiaries Guaranty..........................................................................     43
         10.08    Judgments......................................................................................     44
         10.09    Change of Control..............................................................................     44

SECTION 11.       Definitions and Accounting Terms...............................................................     44

         11.01    Defined Terms..................................................................................     44

SECTION 12.       The Agents.....................................................................................     63

         12.01    Appointment....................................................................................     63
         12.02    Nature of Duties...............................................................................     63
         12.03    Lack of Reliance on the Agents.................................................................     64
         12.04    Certain Rights of the Agents...................................................................     64
         12.05    Reliance.......................................................................................     64
         12.06    Indemnification................................................................................     64
         12.07    The Agent in its Individual Capacity...........................................................     65
</TABLE>

                                      -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

<TABLE>
<S>                                                                                                                   <C>
         12.08    Holders........................................................................................     65
         12.09    Resignation by the Agents......................................................................     65
         12.10    Delivery of Information........................................................................     66
         12.11    The Syndication Agents, Documentation Agents and the Lead Arranger.............................     66

SECTION 13.       Miscellaneous..................................................................................     66

         13.01    Payment of Expenses, etc.......................................................................     66
         13.02    Right of Setoff................................................................................     68
         13.03    Notices........................................................................................     68
         13.04    Benefit of Agreement...........................................................................     68
         13.05    No Waiver; Remedies Cumulative.................................................................     70
         13.06    Payments Pro Rata..............................................................................     70
         13.07    Calculations; Computations.....................................................................     71
         13.08    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.........................     71
         13.09    Counterparts...................................................................................     72
         13.10    Effectiveness..................................................................................     72
         13.11    Headings Descriptive...........................................................................     73
         13.12    Amendment or Waiver; etc.......................................................................     73
         13.13    Survival.......................................................................................     74
         13.14    Domicile of Loans..............................................................................     74
         13.15    Limitation on Additional Amounts, etc..........................................................     74
         13.16    Confidentiality................................................................................     75
         13.17    Register.......................................................................................     76
</TABLE>

SCHEDULE I          Commitments
SCHEDULE II         Lender Addresses
SCHEDULE III        Existing Letters of Credit
SCHEDULE IV         Subsidiaries
SCHEDULE V          Existing Liens
SCHEDULE VI         Scheduled Existing Indebtedness

EXHIBIT A-1         Notice of Borrowing
EXHIBIT A-2         Notice of Conversion/Continuation
EXHIBIT B-1         Revolving Note
EXHIBIT B-2         Swingline Note
EXHIBIT C           Letter of Credit Request
EXHIBIT D           Section 4.04(b)(ii) Certificate
EXHIBIT E-1         Opinion of Jones Day, counsel to the Credit Parties
EXHIBIT E-2         Opinion of Stephen R. Avera, general counsel of the
                    Borrower and special counsel to the other Credit Parties

                                      -iv-



<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

EXHIBIT F           Officers' Certificate
EXHIBIT G           Subsidiaries Guaranty
EXHIBIT H           Solvency Certificate
EXHIBIT I           Assignment and Assumption Agreement
EXHIBIT J           Compliance Certificate
EXHIBIT K           Joinder Agreement

                                       -v-
<PAGE>

                                                                     EXHIBIT A-1

                               NOTICE OF BORROWING

                                                                          [Date]

Deutsche Bank AG, New York Branch,
  as Administrative Agent for the Lenders party to
  the Credit Agreement referred to below
90 Hudson Street
Fifth Floor
Jersey City, New Jersey  07302

Attention: Nelson Lugaro

Ladies and Gentlemen:

                  The undersigned, Flowers Foods, Inc. (the "Borrower"), refers
to the Credit Agreement, dated as of October 24, 2003 (as amended, modified or
supplemented from time to time, the "Credit Agreement," the terms defined
therein being used herein as therein defined), among the Borrower, certain
financial institutions from time to time party thereto (the "Lenders"), Fleet
National Bank, Harris Trust and Savings Bank and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch, as
Co-Documentation Agents, SunTrust Bank, as Syndication Agent, and you, as
Administrative Agent for such Lenders, and hereby gives you notice, irrevocably,
pursuant to Section 1.03(a) of the Credit Agreement, that the undersigned hereby
requests a Borrowing under the Credit Agreement, and in that connection sets
forth below the information relating to such Borrowing (the "Proposed
Borrowing") as required by Section 1.03(a) of the Credit Agreement:

                  (i)      The Business Day of the Proposed Borrowing is
         ____________.(1)

                  (ii)     The aggregate principal amount of the Proposed
         Borrowing is $____________.

                  (iii)    The Proposed Borrowing shall consist of [Revolving
         Loans] [Swingline Loans].

                  [(iv) The Revolving Loans to be made pursuant to the Proposed
         Borrowing shall be initially maintained as [Base Rate Loans]
         [Eurodollar Loans].]

---------
(1)      Shall be a Business Day on or after the date hereof in the case of Base
         Rate Loans and three Business Days after the date hereof in the case of
         Eurodollar Loans, provided that any such notice shall be deemed to have
         been given on a certain day only if given before (a) 10:00 A.M. (New
         York time) in the case of a Borrowing of Revolving Loans maintained as
         Base Rate Loans, (b) 11:00 A.M. (New York time) in the case of
         Eurodollar Loans and (c) 12:00 Noon (New York time) in the case of a
         Borrowing of Swingline Loans).

<PAGE>

                                                                     EXHIBIT A-1
                                                                          Page 2


                  [(v)     The initial Interest Period for the Proposed
         Borrowing is____________  month(s).]

                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Borrowing:

                  (A)      the representations and warranties contained in the
         Credit Agreement and in the other Credit Documents are and will be true
         and correct in all material respects, both before and after giving
         effect to the Proposed Borrowing and to the application of the proceeds
         thereof, as though made on such date, unless stated to relate to a
         specific earlier date, in which case such representations and
         warranties shall be true and correct in all material respects as of
         such earlier date; and

                  (B)      no Default or Event of Default has occurred and is
         continuing, or would result from such Proposed Borrowing or from the
         application of the proceeds thereof.

                                            Very truly yours,

                                            FLOWERS FOODS, INC.

                                            By:______________________________
                                               Name:
                                               Title:

<PAGE>

                                                                     EXHIBIT A-2

                        NOTICE OF CONVERSION/CONTINUATION

                                                                          [Date]

Deutsche Bank AG, New York Branch,
  as Administrative Agent for the Lenders party
  to the Credit Agreement referred to below
90 Hudson Street
Fifth Floor
Jersey City, New Jersey  07302

Attention: Nelson Lugaro

Ladies and Gentlemen:

                  The undersigned, Flowers Foods, Inc. (the "Borrower"), refers
to the Credit Agreement, dated as of October 24, 2003 (as amended, modified or
supplemented from time to time, the "Credit Agreement," the terms defined
therein being used herein as therein defined), among the Borrower, the lenders
from time to time party thereto (the "Lenders"), Fleet National Bank, Harris
Trust and Savings Bank and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank International", New York Branch, as Co-Documentation Agents, SunTrust
Bank, as Syndication Agent, and you, as Administrative Agent for such Lenders
and hereby give you notice, irrevocably, pursuant to Section [1.06][1.09] of the
Credit Agreement, that the undersigned hereby requests to [convert] [continue]
the Borrowing of Revolving Loans referred to below, and in that connection sets
forth below the information relating to such [conversion] [continuation] (the
"Proposed [Conversion] [Continuation]") as required by Section [1.06][1.09] of
the Credit Agreement:

                  (i)      The Proposed [Conversion] [Continuation] relates to
the Borrowing of Revolving Loans originally made on _____ __, 20__ (the
"Outstanding Borrowing") in the principal amount of $________ and currently
maintained as a Borrowing of [Base Rate Loans] [Eurodollar Loans with an
Interest Period ending on______ _____,_______].

                  (ii)     The Business Day of the Proposed [Conversion]
[Continuation] is ____________.(1)

                  (iii)    The Outstanding Borrowing shall be [continued as a
Borrowing of Eurodollar Loans with an Interest Period of _______] [converted
into a Borrowing of [Base Rate Loans] [Eurodollar Loans with an Interest Period
of ___]].(2)

------------
(1)      Shall be a Business Day after the date hereof provided that such notice
         shall be deemed to have been given on a certain day only if given
         before 12:00 Noon (New York time) on such day.

<PAGE>

                                                                     EXHIBIT A-2
                                                                          Page 2

                  [The undersigned hereby certifies that no Default or Event of
Default has occurred and is continuing on the date hereof or will have occurred
and be continuing on the date of the Proposed [Conversion][Continuation].](3)

                                                       Very truly yours,

                                                       FLOWERS FOODS, INC.

                                                       By _____________________
                                                          Name:
                                                          Title:

----------------
(...continued)

(2)      In the event that either (x) only a portion of the Outstanding
         Borrowing is to be so converted or continued or (y) the Outstanding
         Borrowing is to be divided into separate Borrowings with different
         Interest Periods, the Borrower should make appropriate modifications to
         this clause to reflect same.

(3)      In the case of a Proposed Conversion or Continuation, insert this
         sentence only in the event that the conversion is from a Base Rate Loan
         to a Eurodollar Loan or in the case of a continuation of a Eurodollar
         Loan.

<PAGE>

                                                                     EXHIBIT B-1

                                 REVOLVING NOTE

$________________                                             New York, New York
                                                              ________ __, 200_

                  FOR VALUE RECEIVED, FLOWERS FOODS, INC. (the "Borrower")
hereby promises to pay to ______________ or its registered assigns (the
"Lender"), in Dollars (as defined in the Agreement referred to below) in
immediately available funds, at the office of Deutsche Bank AG, New York Branch
(the "Administrative Agent") located at 90 Hudson Street, Fifth Floor, Jersey
City, New Jersey 07302 on the Maturity Date (as defined in the Agreement) the
principal sum of ________ DOLLARS ($___) or, if less, the unpaid principal
amount of all Revolving Loans (as defined in the Agreement) made by the Lender
pursuant to the Agreement.

                  The Borrower promises also to pay interest on the unpaid
principal amount hereof in like money at said office from the date hereof until
paid at the rates and at the times provided in Section 1.08 of the Agreement.

                  This Note is one of the Revolving Notes referred to in the
Credit Agreement, dated as of October 24, 2003, among the Borrower, certain
financial institutions from time to time party thereto (including the Lender),
Fleet National Bank, Harris Trust and Savings Bank and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch, as
Co-Documentation Agents, SunTrust Bank, as Syndication Agent, and the
Administrative Agent (as amended, modified or supplemented from time to time,
the "Agreement") and is entitled to the benefits thereof and of the other Credit
Documents (as defined in the Agreement). This Note is entitled to the benefits
of the Subsidiaries Guaranty (as defined in the Agreement). This Note is subject
to voluntary prepayment and mandatory repayment prior to the Maturity Date, in
whole or in part, as provided in the Agreement.

                  In case an Event of Default (as defined in the Agreement)
shall occur and be continuing, the principal of and accrued interest on this
Note may become or be declared to be due and payable in the manner and with the
effect provided in the Agreement.

                  The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Note.

                  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                                                  FLOWERS FOODS, INC.

                                                  By:_________________________
                                                     Name:
                                                     Title:

<PAGE>

                                                                     EXHIBIT B-2

                                 SWINGLINE NOTE

$25,000,000                                                   New York, New York
                                                              ________ __, 200__

                  FOR VALUE RECEIVED, FLOWERS FOODS, INC. (the "Borrower")
hereby promises to pay to DEUTSCHE BANK AG, NEW YORK BRANCH, or its registered
assigns (the "Lender"), in Dollars (as defined in the Agreement referred to
below) in immediately available funds, at the office of Deutsche Bank AG, New
York Branch (the "Administrative Agent") located at 90 Hudson Street, Fifth
Floor, Jersey City, New Jersey 07302 on the Swingline Expiry Date (as defined in
the Agreement) the principal sum of TWENTY-FIVE MILLION DOLLARS ($25,000,000)
or, if less, the unpaid principal amount of all Swingline Loans (as defined in
the Agreement) made by the Lender pursuant to the Agreement.

                  The Borrower promises also to pay interest on the unpaid
principal amount hereof in like money at said office from the date hereof until
paid at the rates and at the times provided in Section 1.08 of the Agreement.

                  This Note is the Swingline Note referred to in the Credit
Agreement, dated as of October 24, 2003, among the Borrower, certain financial
institutions from time to time party thereto (including the Lender), Fleet
National Bank, Harris Trust and Savings Bank and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch, as
Co-Documentation Agents, SunTrust Bank, as Syndication Agent, and the
Administrative Agent (as amended, modified or supplemented from time to time,
the "Agreement") and is entitled to the benefits thereof and of the other Credit
Documents (as defined in the Agreement). This Note is entitled to the benefits
of the Subsidiaries Guaranty (as defined in the Agreement). This Note is subject
to voluntary prepayment and mandatory repayment prior to the Swingline Expiry
Date, in whole or in part, as provided in the Agreement.

                  In case an Event of Default (as defined in the Agreement)
shall occur and be continuing, the principal of and accrued interest on this
Note may become or be declared to be due and payable in the manner and with the
effect provided in the Agreement.

                  The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Note.

                  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                                            FLOWERS FOODS, INC.

                                            By:___________________________
                                               Name:
                                               Title:

<PAGE>

                                                                       EXHIBIT C

                        FORM OF LETTER OF CREDIT REQUEST


Dated__________(1)

Deutsche Bank AG, New York Branch, as
Administrative Agent (the "Administrative
Agent") under that certain Credit Agreement
(as amended, modified or supplemented from
time to time, the "Credit Agreement"), dated
as of October 24, 2003, among Flowers Foods,
Inc. (the "Borrower"), the lenders from time
to time party thereto, Fleet National Bank,
Harris Trust and Savings Bank and
Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank
International", New York Branch, as
Co-Documentation Agents, SunTrust Bank, as
Syndication Agent, and the Administrative
Agent

c/o Deutsche Bank
60 Wall Street, 38th Floor
New York Branch, New York 10005
Attention: Global Loan Operations
           Standby LC Unit - MS NYC60-3812

[Insert name and address of Issuing Lender.]

Dear Sirs:

         We hereby request that _______(2), in its individual capacity as an
Issuing Lender under the Credit Agreement, issue an irrevocable [trade]
[standby] Letter of Credit for the account of the undersigned on _______(3) (the
"Date of Issuance") in an aggregate stated amount of _______(4).

         For purposes of this Letter of Credit Request, unless otherwise defined
herein, all capitalized terms used herein which are defined in the Credit
Agreement shall have the respective meaning provided therein.

-------------
(1)      Insert date of Letter of Credit Request.

(2)      Insert name of Issuing Lender.

(3)      Date of Issuance which shall be at least five Business Days from the
         date hereof (or such shorter period as may be acceptable to the Issuing
         Lender).

(4)      Insert aggregate initial stated amount of the Letter of Credit which
         shall not be less than $50,000.00 (or such lesser amount as is
         acceptable to the Issuing Lender).

<PAGE>

                                                                       EXHIBIT C

                                                                          Page 2

         The beneficiary of the Letter of Credit will be _______(5), and such
Letter of Credit will be in support of _______(6) and will have a stated
expiration date of _______(7).

                  We hereby certify that:

                  (1)      The representations and warranties contained in the
Credit Agreement will be true and correct in all material respects on the Date
of Issuance, both before and after giving effect to the issuance of the Letter
of Credit requested hereby (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date).

                  (2)      No Default or Event of Default has occurred and is
continuing nor, after giving effect to the issuance of the Letter of Credit
requested hereby, would such a Default or an Event of Default occur.

                                                 FLOWERS FOODS, INC.

                                                 By:___________________________
                                                    Name:
                                                    Title:

----------------
(5)      Insert full name and address of the beneficiary of the Letter of
         Credit.

(6)      Insert description of (A) in the case of trade Letters of Credit, the
         obligations supported by the trade Letter of Credit and (B) in the case
         of standby Letters of Credit, the L/C Supportable Obligations.

(7)      Insert last date upon which drafts may be presented as provided in
         Section 2.01(c) of the Credit Agreement.

<PAGE>

                                                                       EXHIBIT D

                         SECTION 4.04(b)(ii) CERTIFICATE

                  Reference is hereby made to the Credit Agreement, dated as of
October 24, 2003, among Flowers Foods, Inc., the financial institutions from
time to time party thereto as lenders, Fleet National Bank, Harris Trust and
Savings Bank and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
International", New York Branch, as Co-Documentation Agents, SunTrust Bank, as
Syndication Agent, and Deutsche Bank AG, New York Branch, as Administrative
Agent (as amended, modified or supplemented from time to time, the "Credit
Agreement"). Pursuant to the provisions of Section 4.04(b)(ii) of the Credit
Agreement, the undersigned hereby certifies that it is not a "bank" as such term
is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as
amended.

                  The undersigned shall promptly notify the Borrower and the
Administrative Agent if the warranty and representation made herein is no longer
true and correct.

                                                     [NAME OF LENDER]

                                                     By ________________________
                                                        Name:
                                                        Title:

Date:_______________, 200_

<PAGE>
                                                                    EXHIBIT E-1


                                October 27, 2003

To the Lenders and the Agents
 Referred to Below
c/o Deutsche Bank AG, New York Branch
60 Wall Street
New York, New York 10005

                             Re: Flowers Foods, Inc.

Ladies/Gentlemen:

         We have acted as special counsel for Flowers Foods, Inc., a Georgia
corporation (the "Company"), and the directly and indirectly wholly owned
subsidiaries of the Company listed on Schedule 1 to this opinion letter (each,
individually, a "Subco," and collectively, the "Subcos") in connection with the
Credit Agreement, dated as of October 24, 2003 (the "Financing Agreement"),
among the Company, the financial institutions listed on the signature pages
thereof (the "Lenders"), Fleet National Bank, Harris Trust and Savings Bank and
Cooperative Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International,"
New York Branch, as co-documentation agents, SunTrust Bank, as syndication
agent, and Deutsche Bank AG, New York Branch, as administrative agent under the
Financing Agreement (in such capacity, the "Agent"). The Company and the Subcos
are sometimes referred to herein individually as a "Transaction Party" and
collectively as the "Transaction Parties." The Subcos listed on Schedule 2 to
this opinion letter are sometimes referred to herein individually as a
"Specified Transaction Party" and collectively as the "Specified Transaction
Parties." This opinion letter is delivered to you pursuant to Section 5.03 of
the Financing Agreement. Capitalized terms used herein and not otherwise defined
herein have the meanings assigned to such terms in the Financing Agreement. With
your permission, all assumptions and statements of reliance herein have been
made without any independent investigation or verification on our part except to
the extent, if any, otherwise expressly stated, and we express no opinion with
respect to the subject matter or accuracy of the assumptions or items upon which
we have relied.

         In connection with the opinions expressed herein, we have examined such
documents, records and matters of law as we have deemed necessary for the
purposes of such opinions. We have examined, among other documents, the
following:

         (1)      an executed copy of the Financing Agreement;

         (2)      a copy of each of the Revolving Notes and the Swingline Note
                  executed and delivered on the date hereof (the "Notes");

         (3)      an executed copy of the Subsidiaries Guaranty, dated as of
                  October 24, 2003 (the "Guaranty"), of the Subcos for the
                  benefit of the Agent and the Lenders; and

<PAGE>

         (4)      the Officer's Certificate in respect of each Transaction Party
                  delivered to us in connection with this opinion letter, a copy
                  of which is attached hereto as Exhibits A-1 through A-2 (as to
                  each relevant Transaction Party, the "Officer's Certificate"
                  and, collectively, the "Officer's Certificates").

         The documents referred to in items (1) through (3) above, inclusive,
are referred to herein collectively as the "Documents."

         In all such examinations, we have assumed the legal capacity of all
natural persons executing documents, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to original
or certified copies of all copies submitted to us as conformed or reproduction
copies. As to various questions of fact relevant to the opinions expressed
herein, we have relied upon, and assume the accuracy of, representations and
warranties contained in the Documents and certificates and oral or written
statements and other information of or from representatives of the Transaction
Parties and others and assume compliance on the part of the Transaction Parties
with their covenants and agreements contained therein. In connection with the
opinions expressed in the first sentence of paragraph (a) below, we have relied
solely upon certificates of public officials as to the factual matters set forth
therein and have assumed that such public officials have performed their
statutory and regulatory duties with respect to the issuance of such
certificates. With respect to the opinions expressed in clause (i) in paragraph
(a) below and clauses (i) and (ii)(A) of paragraph (b)(2) below, our opinions as
to the business activities and properties of the Transaction Parties are limited
(x) to the business activities and properties of the Transaction Parties
described in the Officer's Certificates without any independent investigation or
verification on our part and (y) to only those laws and regulations that, in our
experience, are normally applicable to transactions of the type contemplated by
the Documents.

         Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that:

         (a) Each Transaction Party (other than a Specified Transaction Party)
is (x) a corporation or limited liability company, as the case may be, in good
standing under the laws of the state of its organization, and (y) is authorized
or qualified to do business and is in good standing as a foreign corporation or
limited liability company, as the case may be, in the case of this clause (y),
each jurisdiction, and as of the dates, listed on Exhibit B hereto. Each
Transaction Party (other than a Specified Transaction Party) has the corporate
or limited liability company power and authority, as the case may be, (i) to own
its properties and conduct its business substantially as described in the
Officer's Certificate of such Transaction Party and (ii) to enter into and to
incur and perform its obligations under the Documents to which it is a party.

         (b) (1) The execution and delivery to the Agent and the Lenders by each
Transaction Party (other than a Specified Transaction Party) of the Documents to
which it is a party and the performance by such Transaction Party of its
obligations thereunder (i) have been duly authorized by all necessary corporate
and shareholder, or limited liability company and member, as the case may be,
action in respect of such Transaction Party and (ii) do not contravene any
provision of the Certificate of Incorporation or By-laws or Certificate of
Formation or Limited Liability Company Agreement, as applicable, of such
Transaction Party.

                                       2
<PAGE>

         (2) The execution and delivery to the Agent and the Lenders by each
Transaction Party of the Documents to which it is a party, the performance by
such Transaction Party of its obligations thereunder, the enforceability of the
Documents against such Transaction Party and the extensions of credit under the
Documents (i) do not require under present law, or present regulation of any
governmental agency or authority, of the States of New York, Georgia or Texas,
or of the United States of America, any filing or registration by such
Transaction Party with, or approval or consent to such Transaction Party of, any
governmental agency or authority of the States of New York, Georgia or Texas, or
the United States of America, that has not been made or obtained, except those
required after the Effective Date in the ordinary course of business in
connection with the performance by such Transaction Party of its obligations
under certain covenants contained in the Documents to which it is a party, and
filings in respect of ordinary course reporting requirements under securities
laws and (ii) do not violate (A) any present law, or present regulation of any
governmental agency or authority, of the States of New York, Georgia or Texas,
or of the United States of America applicable to such Transaction Party or its
property or (B) any agreement binding upon such Transaction Party or its
property that is listed on Annex I to the Officer's Certificate thereof or any
court decree or order binding upon such Transaction Party or its property that
is listed on Annex II to the Officer's Certificate thereof (this opinion being
limited in that we express no opinion with respect to any violation not readily
ascertainable from the face of any such agreements, decrees or orders, or
arising under or based upon any cross default provision insofar as it relates to
a default under an agreement not so identified to us, or arising under or based
upon any covenant of a financial or numerical nature or requiring computation,
other than any express covenant to not incur or guarantee a sum certain amount
of debt) and (iii) will not result in or require the creation or imposition of
any security interest or lien upon any of its properties pursuant to the
provisions of any agreement binding upon such Transaction Party or its
properties that is listed on Annex I to the Officer's Certificate thereof other
than any liens in favor of the Agent or the Lenders arising under any of the
Documents or applicable law.

         (c) Each Document has been duly executed and delivered on behalf of
each Transaction Party signatory thereto. Each Document constitutes a valid and
binding obligation of such Transaction Party enforceable in accordance with its
terms.

         (d) The borrowings by the Company under the Financing Agreement and the
application of the proceeds thereof as provided in the Financing Agreement will
not violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System (the "Margin Regulations").

         (e) The Company is not required to register as an "investment company"
(under, and as defined in, the Investment Company Act of 1940, as amended (the
"1940 Act")) and is not a company controlled by a company required to register
as such under the 1940 Act, and is not a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company," or of
a "subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

         The opinions set forth above are subject to the following
qualifications and limitations:

         (A)      Our opinions in the second sentence in paragraph (c) above are
subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent
transfer and conveyance, voidable

                                       3
<PAGE>

preference, moratorium, receivership, conservatorship, arrangement or similar
laws, and related regulations and judicial doctrines, from time to time in
effect affecting creditors' rights and remedies generally, and (ii) general
principles of equity (including, without limitation, standards of materiality,
good faith, fair dealing and reasonableness, equitable defenses, the exercise of
judicial discretion and limits on the availability of equitable remedies),
whether such principles are considered in a proceeding at law or in equity, in
each case subject to the other qualifications contained in this letter.

         (B)      We express no opinion as to the enforceability of any
provision in the Documents:

                  (i)      providing that any person or entity may enforce any
         right or remedy thereunder except in compliance with applicable laws;

                  (ii)     relating to indemnification, contribution or
         exculpation in connection with violations of any securities laws or
         statutory duties or public policy, or in connection with willful,
         reckless or unlawful acts or gross negligence of the indemnified or
         exculpated party or the party receiving contribution;

                  (iii)    providing that any person or entity may exercise
         set-off rights other than in accordance with and pursuant to applicable
         law;

                  (iv)     relating to choice of governing law to the extent
         that the enforceability of any such provision is to be determined by
         any court other than a court of the State of New York or may be subject
         to constitutional limitations;

                  (v)      purporting to confer, or constituting an agreement
         with respect to, subject matter jurisdiction of United States federal
         courts to adjudicate any matter;

                  (vi)     purporting to create a trust or other fiduciary
         relationship;

                  (vii)    specifying that provisions thereof may be waived only
         in writing, to the extent that an oral agreement or an implied
         agreement by trade practice or course of conduct has been created that
         modifies any provision of such Documents;

                  (viii)   giving any person or entity the power to accelerate
         obligations without any notice to the obligor; or

                  (ix)     providing for the performance by any guarantor of any
         of the nonmonetary obligations of any person or entity not controlled
         by such guarantor.

         (C)      Our opinions as to enforceability are subject to the effect of
generally applicable rules of law that:

                  (i)      provide that forum selection clauses in contracts are
         not necessarily binding on the court(s) in the forum selected; and

                  (ii)     may, where less than all of a contract may be
         unenforceable, limit the enforceability of the balance of the contract
         to circumstances in which the unenforceable

                                       4
<PAGE>

         portion is not an essential part of the agreed exchange, or that permit
         a court to reserve to itself a decision as to whether any provision of
         any agreement is severable ; and

                  (iii)    limit the availability of a remedy under certain
         circumstances when another remedy has been elected.

         (D) We express no opinion as to the enforceability of any purported
waiver, release, variation, disclaimer, consent or other agreement to similar
effect (all of the foregoing, collectively, a "Waiver") by any Transaction Party
under any of the Documents to the extent limited by provisions of applicable law
(including judicial decisions), or to the extent that such a Waiver applies to a
right, claim, duty or defense or a ground for, or a circumstance that would
operate as, a discharge or release otherwise existing or occurring as a matter
of law (including judicial decisions) , except to the extent that such a Waiver
is effective under and is not prohibited by or void or invalid under provisions
of applicable law (including judicial decisions).

         (E) We express no opinion under the laws of:

         (a)      the States of Georgia or Texas with respect to

                  (i)      usury laws; or

                  (ii)     waivers of any rights to trial by jury.

         (b)      the State of Texas with respect to any provision of any
Document

                  (i)      relating integration, statute of frauds or notice of
                  the entire agreement of the parties;

                  (ii)     relating to indemnification, contribution or
                  exculpation in connection with violations of any securities
                  laws or statutory duties or public policy, or in connection
                  with willful, reckless or unlawful acts or gross or ordinary
                  negligence of the indemnified or exculpated party or the party
                  receiving contribution; or

                  (iii)    relating to indemnification, contribution or
                  exculpation of any party that a court would determine in the
                  circumstances under applicable law to be insufficiently
                  explicit or conspicuous.

         (F) To the extent it may be relevant to the opinions expressed herein,
we have assumed that the parties to the Documents (other than the Transaction
Parties) have the power to enter into and perform such documents and to
consummate the transactions contemplated thereby and that such documents have
been duly authorized, executed and delivered by, and constitute legal, valid and
binding obligations of, such parties. For purposes of our opinions above insofar
as they relate to the Specified Transaction Parties, we have assumed that each
Specified Transaction Party is a corporation or limited liability company, as
the case may be, is validly existing in good standing in its jurisdiction of
organization, has all requisite power and authority, and has obtained all
requisite corporate or limited liability company, third party and governmental
authorizations, consents and approvals, and made all requisite filings and
registrations, necessary

                                       5
<PAGE>

to execute, deliver and perform the Documents to which it is a party and to
grant the guaranties contemplated thereby (except to the extent noted in
paragraph (b) above), and that such execution, delivery, performance and grant
will not violate or conflict with any law, rule, regulation, order, decree,
judgment, instrument or agreement binding upon or applicable to it or its
properties (except to the extent noted in paragraph (b) above).

         (G) For purposes of the opinions set forth in paragraph (d) above, we
have assumed that (the following assumptions made with respect to agreements,
arrangements or extensions of credit exclude the Documents) (i) neither the
Agent nor any of the Lenders has or will have the benefit of any agreement or
arrangement pursuant to which any extensions of credit to any Transaction Party
are directly or indirectly secured by "margin stock" (as defined under the
Margin Regulations), (ii) neither the Agent nor any of the Lenders nor any of
their respective affiliates has extended or will extend any other credit to any
Transaction Party directly or indirectly secured by margin stock, and (iii) no
more than 25% of the value of the assets of the Borrower, or of the Borrower and
the other Transaction Parties taken as a whole, constitutes "margin stock" (as
defined in the Margin Regulations).

         (H) The opinions expressed in this opinion letter are limited to the
federal laws of the United States of America, the laws of the State of New York,
and, to the extent relevant in (x) the first sentence in paragraph (c), the laws
of the State of Georgia and (y) paragraphs (a), (b)(1), (b)(2)(i), (b)(2)(ii)(A)
and (b)(2)(ii)(B), the laws of the States of Georgia and Texas, as the case may
be, and the general corporation laws and general limited liability company laws
of the State of Delaware.

         (I) Our opinions are limited to those expressly set forth herein, and
we express no opinions by implication.

         (J) We express no opinion as to the compliance or noncompliance, or the
effect of the compliance or noncompliance, of any of the addressees or any other
person or entity with any state or federal laws or regulations applicable to any
of them by reason of their status as or affiliation with a federally insured
depository institution.

         The opinions expressed herein are solely for the benefit of the
addressees hereof and of any other person or entity becoming a Lender or Agent
under the Financing Agreement, in each case, in connection with the transaction
referred to herein, and may not be relied on by such addressees or such other
person or entity for any other purpose or in any manner or for any purpose by
any other person or entity.

                                                          Very truly yours,

                                                          JONES DAY

                                       6
<PAGE>

                          SCHEDULE 1 TO OPINION LETTER

                        FLOWERS FOODS, INC. SUBSIDIARIES

<TABLE>
<CAPTION>
                   ENTITY                                                        STATE OF ORGANIZATION
                   ------                                                        ---------------------
<S>                                                                              <C>
Flowers Finance, LLC                                                                      DE
Flowers Foods Bakeries Group, LLC                                                         GA
Flowers Bakeries Brands, Inc.                                                             DE
Flowers Baking Co. of Thomasville, LLC                                                    GA
Flowers Baking Co. of Villa Rica, LLC                                                     GA
Table Pride, LLC                                                                          GA
Flowers Baking Co. of Tucker, LLC                                                         GA
Flowers Baking Co. of Houston, LLC                                                        TX
Flowers Baking Co. of Texas, LLC                                                          TX
Flowers Baking Co. of Tyler, LLC                                                          GA
Flowers Baking Co. of San Antonio, LLC                                                    TX
Flowers Baking Co. of El Paso, LLC                                                        TX
San Antonio Baking Co., LLC                                                               TX
Austin Baking Co., LLC                                                                    TX
Corpus Christi Baking Co., LLC                                                            TX
Flowers Foods Specialty Group, LLC                                                        GA
Flowers Bakery of Atlanta, LLC                                                            GA
Flowers Bakery of Suwanee, LLC                                                            GA
Flowers Frozen Desserts, LLC                                                              GA
Flowers Frozen Desserts Sales Group, LLC                                                  GA
Flowers Foil Company, LLC                                                                 GA
Flowers Frozen Desserts of Pennsylvania, LLC                                              GA
Flowers Frozen Distributors, LLC                                                          GA
Flowers Baking Co. of Denton, LLC                                                         TX
Flowers Baking Co. of Batesville, Inc.                                                    AR
Flowers Baking Co. of Florida, LLC                                                        FL
Flowers Baking Co. of Miami, LLC                                                          FL
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
                   ENTITY                                                        STATE OF ORGANIZATION
                   ------                                                        ---------------------
<S>                                                                              <C>
Flowers Baking Co. of Jacksonville, LLC                                                   FL
Flowers Baking Co. of Bradenton, LLC                                                      FL
Flowers Baking Co. of Opelika, LLC                                                        AL
Bailey Street Bakery, LLC                                                                 AL
Flowers Baking Co. of Tuscaloosa, LLC                                                     AL
Flowers Baking Co. of Lafayette, LLC                                                      LA
Flowers Baking Co. of New Orleans, LLC                                                    LA
Flowers Baking Co. of Baton Rouge, LLC                                                    LA
Flowers Baking Co. of Jamestown, LLC                                                      NC
Franklin Baking Company, LLC                                                              NC
Flowers Baking Co. of Lynchburg, LLC                                                      VA
Flowers Baking Co. of Norfolk, LLC                                                        VA
Flowers Baking Co. of Morristown, LLC                                                     TN
Flowers Baking Co. of Memphis, LLC                                                        TN
Flowers Baking Co. of Nashville, LLC                                                      TN
West Tennessee Baking Co., LLC                                                            TN
Flowers Baking Co. of West Virginia, LLC                                                  WV
The Donut House, LLC                                                                      WV
Flowers Baking Co. of Texarkana, LLC                                                      AR
Flowers Baking Co. of Pine Bluff, LLC                                                     AR
Shipley Baking Company, LLC                                                               AR
Storck Baking Company, LLC                                                                WV
Flowers Bakery of London, LLC                                                             KY
Flowers Bakery of Crossville, LLC                                                         TN
Flowers Bakery Distributors, Inc.                                                         TN
Flowers Bakery of Cleveland, LLC                                                          TN
Flowers Bakery of Montgomery, LLC                                                         AL
Flowers Bakery of Birmingham, LLC                                                         AL
Flowers Frozen Desserts of Pembroke, LLC                                                  NC
Flowers Frozen Desserts of Spartanburg, LLC                                               SC
</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>
                 ENTITY                                                          STATE OF ORGANIZATION
                 ------                                                          ---------------------
<S>                                                                              <C>
Flowers Specialty Brands, Inc.                                                            SC
Flowers Frozen Desserts of Stilwell, LLC                                                  OK
</TABLE>

                                       9
<PAGE>

                          SCHEDULE 2 TO OPINION LETTER

                          SPECIFIED TRANSACTION PARTIES
                        (FLOWERS FOODS, INC. SUBSIDIARIES
                        EXCLUDING GA, DE, TX AND MEXICO)

<TABLE>
<CAPTION>
                   ENTITY                                                             STATE OF ORGANIZATION
                   ------                                                             ---------------------
<S>                                                                                   <C>
Flowers Baking Co. of Batesville, Inc.                                                          AR
Flowers Baking Co. of Florida, LLC                                                              FL
Flowers Baking Co. of Miami, LLC                                                                FL
Flowers Baking Co. of Jacksonville, LLC                                                         FL
Flowers Baking Co. of Bradenton, LLC                                                            FL
Flowers Baking Co. of Opelika, LLC                                                              AL
Bailey Street Bakery, LLC                                                                       AL
Flowers Baking Co. of Tuscaloosa, LLC                                                           AL
Flowers Baking Co. of Lafayette, LLC                                                            LA
Flowers Baking Co. of New Orleans, LLC                                                          LA
Flowers Baking Co. of Baton Rouge, LLC                                                          LA
Flowers Baking Co. of Jamestown, LLC                                                            NC
Franklin Baking Company, LLC                                                                    NC
Flowers Baking Co. of Lynchburg, LLC                                                            VA
Flowers Baking Co. of Norfolk, LLC                                                              VA
Flowers Baking Co. of Morristown, LLC                                                           TN
Flowers Baking Co. of Memphis, LLC                                                              TN
Flowers Baking Co. of Nashville, LLC                                                            TN
West Tennessee Baking Co., LLC                                                                  TN
Flowers Baking Co. of West Virginia, LLC                                                        WV
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>
                   ENTITY                                                             STATE OF ORGANIZATION
                   ------                                                             ---------------------
<S>                                                                                   <C>
The Donut House, LLC                                                                            WV
Flowers Baking Co. of Texarkana, LLC                                                            AR
Flowers Baking Co. of Pine Bluff, LLC                                                           AR
Shipley Baking Company, LLC                                                                     AR
Storck Baking Company, LLC                                                                      WV
Flowers Bakery of London, LLC                                                                   KY
Flowers Bakery of Crossville, LLC                                                               TN
Flowers Bakery Distributors, Inc.                                                               TN
Flowers Bakery of Cleveland, LLC                                                                TN
Flowers Bakery of Montgomery, LLC                                                               AL
Flowers Bakery of Birmingham, LLC                                                               AL
Flowers Frozen Desserts of Pembroke, LLC                                                        NC
Flowers Frozen Desserts of Spartanburg, LLC                                                     SC
Flowers Specialty Brands, Inc.                                                                  SC
Flowers Frozen Desserts of Stilwell, LLC                                                        OK
</TABLE>

                                       11
<PAGE>

                                                                     EXHIBIT A-1

                              OFFICER'S CERTIFICATE

         The undersigned officer of FLOWERS FOODS, INC. (the "Company"), hereby
certifies, as of the date hereof in connection with the execution, delivery and
performance by the Company of the Credit Agreement, dated as of October ___,
2003 (the "Financing Agreement"), among the Company, various lenders party
thereto, Fleet National Bank, Harris Trust and Savings Bank and Cooperative
Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International," New York
Branch, as co-documentation agents, SunTrust Bank, as syndication agent, and
Deutsche Bank AG, New York Branch, as administrative agent under the Financing
Agreement and with the consummation of the transactions contemplated thereby and
the opinion of Jones Day (the "Opinion") delivered in connection therewith, as
follows with respect to the Company:

         Attached as (a) Annex I hereto is a list of all material indentures,
mortgages, deeds of trust, security and/or pledge agreements, guarantees, loan
and/or credit agreements and other agreements or instruments (other than the
Documents) and (b) Annex II hereto is a list of all decrees and orders, in each
case in clause (a) and (b) above, to which the Company is a party or that are
otherwise binding upon the Company or any of its assets or property and that
contain financial or other covenants or provisions for defaults or events of
default or similar events or occurrences or other provisions that otherwise
would or could have the effect of (i) restricting the types of provisions that
any other agreement to which the Company becomes a party may contain, (ii)
restricting the conduct of the Company's business, the incurrence by the Company
of indebtedness, guarantees, or other liabilities or obligations, or the
creation of liens upon any of the Company's property or assets, or otherwise
restricting the execution, delivery, and performance of, or the consummation of
the transactions contemplated by, the Financing Agreement or any of the other
Documents to which the Company is a party, or (iii) resulting in, or requiring
the creation or imposition of, any lien upon any of the Company's assets or
property as a result of the execution, delivery or performance of, or the
consummation of the transactions contemplated by, any of the Documents to which
the Company is a party.

         A true and complete copy of each of the above agreements, instruments
and decrees and orders has heretofore been furnished to Jones Day. As of the
date of this Officer's Certificate, the Company's consolidated Indebtedness (as
defined in the Financing Agreement) does not exceed $13,613,000.

         No default or event of default under, or violation of, any such
agreement, instrument, or decree or order exists or, immediately after giving
effect to entry into the Documents or consummation of any of the transactions
contemplated thereby, will exist.

         The nature of the Company's business and properties, and the purpose of
the Company, is to engage in the production and marketing of bakery products
(the "Business"). Except for the Business, the Company does not engage or
propose to engage in any industry or business or activity, or own any property
or asset, that causes or would cause it to be subject to special local, state or
federal regulation not applicable to business organizations generally
(including, without

                                       12
<PAGE>

limitation, those regulations applicable only to banks, savings and loan
institutions, insurance companies, public utilities or investment companies).

         To the best knowledge of the Company (i) no proceeding is pending in
any jurisdiction for the dissolution or liquidation of the Company, and the
Company has not filed any certificate or order of dissolution, (ii) no event has
occurred that has adversely affected the good standing of the Company under the
laws of its state of organization, and the Company has paid all taxes currently
due, if any, and taken all other action required by state law to maintain such
good standing and (iii) no grounds exist for the revocation or forfeiture of the
Company's organizational documents.

         Jones Day may rely upon the accuracy of all factual representations and
warranties of the Company contained in the Documents, in this Officer's
Certificate and in all documents and certificates referred to therein or
delivered in connection therewith.

         Capitalized terms used but not defined in this Officer's Certificate
have the meanings ascribed to them in the Opinion.

         IN WITNESS WHEREOF, I have hereunto set my hand as of October ___, 2003

         _______________________________________
         Name:
         Title:

                                       13
<PAGE>

                                     ANNEX I

1.       Employee Benefits Agreement by and between Flowers Industries, Inc. and
Flowers Foods, Inc., dated as of October 26, 2000 (Incorporated by reference to
Flowers Foods' Registration Statement on Form 10, dated February 9, 2001, File
No. 1-16247).

2.       First Amendment to Employee Benefits Agreement by and between Flowers
Industries, Inc. and Flowers Foods, Inc., dated as of February 6, 2001
(Incorporated by reference to Flowers Foods' Registration Statement on Form 10,
dated February 9, 2001, File No. 1-16247).

3.       Flowers Foods, Inc. Retirement Plan No. 1 (Incorporated by reference to
Flowers Foods' Annual Report on Form 10-K, dated March 30, 2001. File No.
1-16247).

4.       Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan
(Incorporated by reference to Flowers Foods' Annual Report on Form 10-K, dated
March 30, 2001, File No. 1-16247).

5.       Credit Agreement, dated as of March 26, 2001, among Flowers Foods,
Inc., the Lenders party thereto from time to time, SunTrust Bank, as Syndication
Agent and Bankers Trust Company, as Administrative Agent (Incorporated by
reference to Flowers Foods' Annual Report on Form 10-K, dated March 30, 2001,
File No. 1-16247).

6.       Debenture Tender Agreement, dated as of March 12, 2001, by and among
Flowers Industries, Inc., Flowers Foods, Inc. and the Holders (Incorporated by
reference to Flowers Foods' Annual Report on Form 10-K, dated March 30, 2001,
File No. 1-16247).

7.       Employment Agreement, effective as of December 31, 2001, by and between
Flowers Foods, Inc. and G. Anthony Campbell. (Incorporated by reference to
Flowers Foods' Annual Report on Form 10-K, dated March 27, 2002, File No.
1-16247).

8.       Flowers Foods, Inc. Stock Appreciation Rights Plan. (Incorporated by
reference to Flowers Foods' Annual Report on Form 10-K, dated March 27, 2002,
File No. 1-6247).

9.       Flowers Foods, Inc. Annual Executive Bonus Plan. (Incorporated by
reference to Flowers Foods' Annual Report on Form 10-K, dated March 27, 2002,
File No. 1-6247).

10.      Flowers Foods, Inc. Supplemental Executive Retirement Plan.
(Incorporated by reference to Flowers Foods' Annual Report on Form 10-K, dated
March 27, 2002, File No. 1-6247).

11.      Indemnification Agreement, by and between Flowers Foods, Inc., certain
executive officers and the directors of Flowers Foods, Inc. (Incorporated by
reference to Flowers Foods' Annual Report on Form 10-K, dated March 28, 2003).

                                       14
<PAGE>

                                    ANNEX II

None.

                                       15
<PAGE>

                                                                     EXHIBIT A-2

                              OFFICER'S CERTIFICATE

         The undersigned officer of each of the subsidiaries listed on Exhibit A
attached hereto (the "Subsidiaries") of Flowers Foods, Inc. (the "Company"),
hereby certifies, as of the date hereof in connection with the execution,
delivery and performance by the Company of the Credit Agreement, dated as of
October ___, 2003 (the "Financing Agreement"), among the Company, various
lenders party thereto, Fleet National Bank, Harris Trust and Savings Bank and
Cooperative Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International,"
New York Branch, as co-documentation agents, SunTrust Bank, as syndication
agent, and Deutsche Bank AG, New York Branch, as administrative agent under the
Financing Agreement and with the consummation of the transactions contemplated
thereby and the opinion of Jones Day (the "Opinion") delivered in connection
therewith, as follows with respect to each Subsidiary:

         Attached as (a) Annex I hereto is a list of all material indentures,
mortgages, deeds of trust, security and/or pledge agreements, guarantees, loan
and/or credit agreements and other agreements or instruments (other than the
Documents) and (b)Annex II hereto is a list of all decrees and orders, in each
case in clause (a) and (b) above, to which the Subsidiaries are a party or that
are otherwise binding upon the Subsidiaries or any of its assets or property and
that contain financial or other covenants or provisions for defaults or events
of default or similar events or occurrences or other provisions that otherwise
would or could have the effect of (i) restricting the types of provisions that
any other agreement to which any Subsidiary becomes a party may contain, (ii)
restricting the conduct of any Subsidiary's business, the incurrence by any
Subsidiary of indebtedness, guarantees, or other liabilities or obligations, or
the creation of liens upon any of the Subsidiary's property or assets, or
otherwise restricting the execution, delivery, and performance of, or the
consummation of the transactions contemplated by, the Financing Agreement or any
of the other Documents to which any Subsidiary is a party, or (iii) resulting
in, or requiring the creation or imposition of, any lien upon any of the
Subsidiary's assets or property as a result of the execution, delivery or
performance of, or the consummation of the transactions contemplated by, any of
the Documents to which a Subsidiary is a party.

         A true and complete copy of each of the above agreements, instruments
and decrees and orders has heretofore been furnished to Jones Day.

         No default or event of default under, or violation of, any such
agreement, instrument, or decree or order exists or, immediately after giving
effect to entry into the Documents or consummation of any of the transactions
contemplated thereby, will exist.

         The nature of the Subsidiaries' business and properties, and the
purpose of the Subsidiaries, is to engage in the production and marketing of
bakery products (the "Business"). Except for the Business, the Subsidiaries do
not engage or propose to engage in any industry or business or activity, or own
any property or asset, that causes or would cause it to be subject to special
local, state or federal regulation not applicable to business organizations
generally (including, without limitation, those regulations applicable only to
banks, savings and loan institutions, insurance companies, public utilities or
investment companies).

                                       16
<PAGE>

         To the best knowledge of each Subsidiary (i) no proceeding is pending
in any jurisdiction for the dissolution or liquidation of any Subsidiary, and no
Subsidiary has filed any certificate or order of dissolution, (ii) no event has
occurred that has adversely affected the good standing of any Subsidiary under
the laws of its state of organization, and each Subsidiary has paid all taxes
currently due, if any, and taken all other action required by state law to
maintain such good standing and (iii) no grounds exist for the revocation or
forfeiture of any Subsidiary's organizational documents.

         Jones Day may rely upon the accuracy of all factual representations and
warranties of the Subsidiaries contained in the Documents, in this Officer's
Certificate and in all documents and certificates referred to therein or
delivered in connection therewith.

         Capitalized terms used but not defined in this Officer's Certificate
have the meanings ascribed to them in the Opinion.

         IN WITNESS WHEREOF, I have hereunto set my hand as of October ___, 2003

         ______________________________________
         Name:
         Title:

                                       17
<PAGE>

                                    EXHIBIT A

                        FLOWERS FOODS, INC. SUBSIDIARIES

<TABLE>
<CAPTION>
                   ENTITY                                                       STATE OF ORGANIZATION
                   ------                                                       ---------------------
<S>                                                                             <C>
Flowers Finance, LLC                                                                      DE
Flowers Foods Bakeries Group, LLC                                                         GA
Flowers Bakeries Brands, Inc.                                                             DE
Flowers Baking Co. of Thomasville, LLC                                                    GA
Flowers Baking Co. of Villa Rica, LLC                                                     GA
Table Pride, LLC                                                                          GA
Flowers Baking Co. of Tucker, LLC                                                         GA
Flowers Baking Co. of Houston, LLC                                                        TX
Flowers Baking Co. of Texas, LLC                                                          TX
Flowers Baking Co. of Tyler, LLC                                                          GA
Flowers Baking Co. of San Antonio, LLC                                                    TX
Flowers Baking Co. of El Paso, LLC                                                        TX
San Antonio Baking Co., LLC                                                               TX
Austin Baking Co., LLC                                                                    TX
Corpus Christi Baking Co., LLC                                                            TX
Flowers Foods Specialty Group, LLC                                                        GA
Flowers Bakery of Atlanta, LLC                                                            GA
Flowers Bakery of Suwanee, LLC                                                            GA
Flowers Frozen Desserts, LLC                                                              GA
Flowers Frozen Desserts Sales Group, LLC                                                  GA
Flowers Foil Company, LLC                                                                 GA
Flowers Frozen Desserts of Pennsylvania, LLC                                              GA
Flowers Frozen Distributors, LLC                                                          GA
Flowers Baking Co. of Denton, LLC                                                         TX
Flowers Baking Co. of Batesville, Inc.                                                    AR
Flowers Baking Co. of Florida, LLC                                                        FL
Flowers Baking Co. of Miami, LLC                                                          FL
</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>
                   ENTITY                                                       STATE OF ORGANIZATION
                   ------                                                       ---------------------
<S>                                                                             <C>
Flowers Baking Co. of Jacksonville, LLC                                                   FL
Flowers Baking Co. of Bradenton, LLC                                                      FL
Flowers Baking Co. of Opelika, LLC                                                        AL
Bailey Street Bakery, LLC                                                                 AL
Flowers Baking Co. of Tuscaloosa, LLC                                                     AL
Flowers Baking Co. of Lafayette, LLC                                                      LA
Flowers Baking Co. of New Orleans, LLC                                                    LA
Flowers Baking Co. of Baton Rouge, LLC                                                    LA
Flowers Baking Co. of Jamestown, LLC                                                      NC
Franklin Baking Company, LLC                                                              NC
Flowers Baking Co. of Lynchburg, LLC                                                      VA
Flowers Baking Co. of Norfolk, LLC                                                        VA
Flowers Baking Co. of Morristown, LLC                                                     TN
Flowers Baking Co. of Memphis, LLC                                                        TN
Flowers Baking Co. of Nashville, LLC                                                      TN
West Tennessee Baking Co., LLC                                                            TN
Flowers Baking Co. of West Virginia, LLC                                                  WV
The Donut House, LLC                                                                      WV
Flowers Baking Co. of Texarkana, LLC                                                      AR
Flowers Baking Co. of Pine Bluff, LLC                                                     AR
Shipley Baking Company, LLC                                                               AR
Storck Baking Company, LLC                                                                WV
Flowers Bakery of London, LLC                                                             KY
Flowers Bakery of Crossville, LLC                                                         TN
Flowers Bakery Distributors, Inc.                                                         TN
Flowers Bakery of Cleveland, LLC                                                          TN
Flowers Bakery of Montgomery, LLC                                                         AL
Flowers Bakery of Birmingham, LLC                                                         AL
Flowers Frozen Desserts of Pembroke, LLC                                                  NC
Flowers Frozen Desserts of Spartanburg, LLC                                               SC
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>
                   ENTITY                                                       STATE OF ORGANIZATION
                   ------                                                       ---------------------
<S>                                                                             <C>
Flowers Specialty Brands, Inc.                                                            SC
Flowers Frozen Desserts of Stilwell, LLC                                                  OK
</TABLE>

                                       20
<PAGE>

                                     ANNEX I

1.       Reimbursement Agreement between Flowers Baking Co. of Batesville, Inc.,
and Bank of America, N.A., dated October 1, 1997.

2.       Mortgage and Security Agreement between Flowers Baking Co. of
Batesville, Inc., and Bank of America, N.A., dated October 1, 1997.

3.       Lease Agreement between Flowers Baking Co. of Batesville, Inc., and
Independence County, Arkansas, dated October 1, 1997.

                                       21
<PAGE>

                                    ANNEX II

None.

                                       22
<PAGE>

                           EXHIBIT B TO OPINION LETTER

<TABLE>
<CAPTION>
                                                                             DATE OF GOOD
                                                        STATE OF               STANDING              DATE QUALIFIED IN
                 ENTITY                               ORGANIZATION           CERTIFICATE                OTHER STATES
                 ------                               ------------           ------------            -----------------
<S>                                                   <C>                    <C>                     <C>
Flowers Foods, Inc.                                        GA                   10/9/03                      -
Flowers Finance, LLC                                       DE                   10/9/03                      -
Flowers Baking Co. of Batesville, Inc.                     AR                  10/10/03                      -
Flowers Foods Bakeries Group, LLC                          GA                   10/9/03                      -
Flowers Bakeries Brands, Inc.                              DE                   10/9/03                      -
Flowers Baking Co. of Florida, LLC                         FL                  10/10/03                      -
Flowers Baking Co. of Miami, LLC                           FL                  10/10/03                      -
Flowers Baking Co. of Jacksonville, LLC                    FL                  10/10/03                 GA- 10/15/03
                                                                                                        SC- 10/10/03
Flowers Baking Co. of Bradenton, LLC                       FL                  10/10/03                      -
Flowers Baking Co. of Thomasville, LLC                     GA                   10/9/03                 AL- 10/10/03
                                                                                                        FL- 10/10/03
Flowers Baking Co. of Villa Rica, LLC                      GA                   10/9/03                 AL- 10/10/03
                                                                                                        TN- 10/10/03
Table Pride, LLC                                           GA                  10/10/03                      -
Flowers Baking Co. of Opelika, LLC                         AL                  10/10/03                  GA- 10/9/03
Bailey Street Bakery, LLC                                  AL                  10/10/03                  GA- 10/9/03
Flowers Baking Co. of Tucker, LLC                          GA                   10/9/03                      -
Flowers Baking Co. of Tuscaloosa, LLC                      AL                  10/10/03                  MS- 10/9/03
                                                                                                        TN- 10/10/03
Flowers Baking Co. of Lafayette, LLC                       LA                   10/9/03                      -
Flowers Baking Co. of New Orleans, LLC                     LA                   10/9/03                 AL- 10/10/03
                                                                                                         MS- 10/9/03
Flowers Baking Co. of Baton Rouge, LLC                     LA                   10/9/03                  MS- 10/9/03
</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>
                                                                             DATE OF GOOD
                                                        STATE OF               STANDING              DATE QUALIFIED IN
                 ENTITY                               ORGANIZATION           CERTIFICATE                OTHER STATES
                 ------                               ------------           ------------            -----------------
<S>                                                   <C>                    <C>                     <C>
Flowers Baking Co. of Jamestown, LLC                       NC                  10/10/03                 SC- 10/10/03
Franklin Baking Company, LLC                               NC                  10/10/03
Flowers Baking Co. of Lynchburg, LLC                       VA                  10/10/03                      -
Flowers Baking Co. of Norfolk, LLC                         VA                  10/10/03                 NC- 10/10/03
Flowers Baking Co. of Morristown, LLC                      TN                  10/10/03                 SC- 10/10/03
                                                                                                        NC- 10/10/03
                                                                                                        VA- 10/10/03
Flowers Baking Co. of Memphis, LLC                         TN                  10/10/03                      -
Flowers Baking Co. of Nashville, LLC                       TN                  10/10/03                 KY- 10/10/03
West Tennessee Baking Co., LLC                             TN                  10/10/03                 AR- 10/10/03
                                                                                                        KY- 10/10/03
                                                                                                         MS- 10/9/03
Flowers Baking Co. of Houston, LLC                         TX                  10/23/03                      -
Flowers Baking Co. of West Virginia, LLC                   WV                  10/10/03                 KY- 10/10/03
                                                                                                         VA- 10/9/03
                                                                                                         OH- 10/9/03
Flowers Baking Co. of Texas, LLC                           TX                  10/23/03                      -
Flowers Baking Co. of Tyler, LLC                           GA                   10/9/03                  LA- 10/9/03
                                                                                                        OK- 10/13/03
                                                                                                        AR- 10/10/03
                                                                                                        MO- 10/10/03
                                                                                                        TX- 10/23/03
Flowers Baking Co. of San Antonio, LLC                     TX                  10/23/03                      -
Flowers Baking Co. of El Paso, LLC                         TX                  10/23/03                  NM- 10/9/03
                                                                                                         CO- 10/1/03
San Antonio Baking Co., LLC                                TX                  10/23/03                      -
Austin Baking Co., LLC                                     TX                  10/23/03                      -
</TABLE>

                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                                             DATE OF GOOD
                                                        STATE OF               STANDING              DATE QUALIFIED IN
                 ENTITY                               ORGANIZATION           CERTIFICATE                OTHER STATES
                 ------                               ------------           ------------            -----------------
<S>                                                   <C>                    <C>                     <C>
Corpus Christi Baking Co., LLC                             TX                  10/23/03                      -
Flowers Baking Co. of Texarkana, LLC                       AR                  10/10/03                      -
Flowers Baking Co. of Pine Bluff, LLC                      AR                  10/10/03                      -
Shipley Baking Company, LLC                                AR                  10/10/03                 OK- 10/13/03
                                                                                                        MO- 10/10/03
Storck Baking Company, LLC                                 WV                  10/10/03                 OH- 10/14/03
                                                                                                        PA- 10/15/03
Flowers Foods Specialty Group, LLC                         GA                   10/9/03                      -
Flowers Bakery of Atlanta, LLC                             GA                   10/9/03                      -
Flowers Bakery of Suwanee, LLC                             GA                   10/9/03                      -
Flowers Bakery of London, LLC                              KY                  10/10/03                      -
Flowers Bakery of Crossville, LLC                          TN                  10/10/03                      -
Flowers Bakery Distributors, Inc.                          TN                  10/10/03                      -
Flowers Bakery of Cleveland, LLC                           TN                  10/10/03                      -
Flowers Bakery of Montgomery, LLC                          AL                  10/10/03                      -
Flowers Bakery of Birmingham, LLC                          AL                  10/10/03                 AR- 10/10/03
                                                                                                        FL- 10/10/03
                                                                                                         GA- 10/9/03
                                                                                                         LA- 10/9/03
                                                                                                        MD- 10/10/03
                                                                                                         MS- 10/9/03
                                                                                                        NC- 10/10/03
                                                                                                        SC- 10/10/03
                                                                                                        TN- 10/10/03
                                                                                                        TX- 10/23/03
                                                                                                        VA- 10/10/03
</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>
                                                                             DATE OF GOOD
                                                        STATE OF               STANDING              DATE QUALIFIED IN
                 ENTITY                               ORGANIZATION           CERTIFICATE                OTHER STATES
                 ------                               ------------           ------------            -----------------
<S>                                                   <C>                    <C>                     <C>
                                                                                                        WV- 10/10/03
Flowers Frozen Desserts, LLC                               GA                   10/9/03                      -
Flowers Frozen Desserts of Pembroke, LLC                   NC                  10/10/03                      -
Flowers Frozen Desserts Sales Group, LLC                   GA                   10/9/03                 CA- 10/10/03
                                                                                                        KY- 10/10/03
                                                                                                         LA- 10/9/03
                                                                                                        MN- 10/10/03
                                                                                                         OH- 10/9/03
                                                                                                        PA- 10/15/03
                                                                                                        TN- 10/10/03
Flowers Foil Company, LLC                                  GA                   10/9/03                 PA- 10/15/03
Flowers Frozen Desserts of Pennsylvania, LLC               GA                   10/9/03                 PA- 10/15/03
Flowers Frozen Desserts of Spartanburg, LLC                SC                  10/10/03                      -
Flowers Frozen Distributors, LLC                           GA                   10/9/03                      -
Flowers Specialty Brands, Inc.                             SC                  10/10/03                      -
Flowers Frozen Desserts of Stilwell, LLC                   OK                  10/13/03                      -
Flowers Baking Co. of Denton, LLC                          TX                  10/23/03                      -
</TABLE>

                                       26

<PAGE>
                                                                    EXHIBIT E-2


                                October 27, 2003

To the Lenders and the Agents
 Referred to Below
c/o Deutsche Bank AG, New York Branch
60 Wall Street
New York, New York 10005

                             Re: Flowers Foods, Inc.

Ladies/Gentlemen:

         I am General Counsel for Flowers Foods, Inc., a Georgia corporation
(the "Company"), and special counsel for the directly and indirectly wholly
owned subsidiaries of the Company listed on Schedule 1 to this opinion letter
(each, individually, a "Subco," and collectively, the "Subcos") in connection
with the Credit Agreement, dated as of October 24, 2003 ( the "Financing
Agreement"), among the Company, the financial institutions listed on the
signature pages thereof (the "Lenders"), Fleet National Bank, Harris Trust and
Savings Bank and Cooperative Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
International," New York Branch, as co-documentation agents, SunTrust Bank, as
syndication agent, and Deutsche Bank AG, New York Branch, as administrative
agent under the Financing Agreement (in such capacity, the "Agent"). The Company
and the Subcos are sometimes referred to herein individually as a "Transaction
Party" and collectively as the "Transaction Parties." This opinion letter is
delivered to you pursuant to Section 5.03 of the Financing Agreement.
Capitalized terms used herein and not otherwise defined herein have the meanings
assigned to such terms in the Financing Agreement. With your permission, all
assumptions and statements of reliance herein have been made without any
independent investigation or verification on my part except to the extent, if
any, otherwise expressly stated, and I express no opinion with respect to the
subject matter or accuracy of the assumptions or items upon which I have relied.

         In connection with the opinions expressed herein, I have examined such
documents, records and matters of law as I have deemed necessary for the
purposes of such opinions. I have examined, among other documents, the
following:

         (1)      an executed copy of the Financing Agreement;

         (2)      a copy of each of the Revolving Notes and the Swingline Note
                  executed and delivered on the date hereof (the "Notes"); and

         (3)      an executed copy of the Subsidiaries Guaranty, dated as of
                  October 24, 2003 (the "Guaranty"), of the Subcos for the
                  benefit of the Agent and the Lenders.

<PAGE>

         The documents referred to in items (1) through (3) above, inclusive,
are referred to herein collectively as the "Documents."

         In all such examinations, I have assumed the legal capacity of all
natural persons executing documents, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to original
or certified copies of all copies submitted to me as conformed or reproduction
copies. As to various questions of fact relevant to the opinions expressed
herein, I have relied upon, and assume the accuracy of, representations and
warranties contained in the Documents and certificates and oral or written
statements and other information of or from representatives of the Transaction
Parties and others and assume compliance on the part of the Transaction Parties
with their covenants and agreements contained therein. In connection with the
opinions expressed in the first sentence of paragraph (a) below, I have relied
solely upon certificates of public officials as to the factual matters set forth
therein and have assumed that such public officials have performed their
statutory and regulatory duties with respect to the issuance of such
certificates. With respect to the opinions expressed in clause (i) in paragraph
(a) below my opinions as to the business activities and properties of the
Transaction Parties are limited to only those laws and regulations that, in my
experience, are normally applicable to transactions of the type contemplated by
the Documents.

         Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, I am of the opinion that:

         (a) Each Transaction Party is (x) a corporation or limited liability
company, as the case may be, in good standing under the laws of the state of its
organization, and (y) is authorized or qualified to do business and is in good
standing as a foreign corporation or limited liability company, as the case may
be, in the case of this clause (y), each jurisdiction, and as of the dates,
listed on Exhibit A hereto. Each Transaction Party has the corporate or limited
liability company power and authority, as the case may be, (i) to own its
properties and conduct its business and (ii) to enter into and to incur and
perform its obligations under the Documents to which it is a party.

         (b) The execution and delivery to the Agent and the Lenders by each
Transaction Party of the Documents to which it is a party and the performance by
such Transaction Party of its obligations thereunder (i) have been duly
authorized by all necessary corporate and shareholder, or limited liability
company and member, as the case may be, action in respect of such Transaction
Party and (ii) do not contravene any provision of the Certificate of
Incorporation or By-laws or Certificate of Formation or Limited Liability
Company Agreement, as applicable, of such Transaction Party.

         The opinions set forth above are subject to the following
qualifications and limitations:

         (A) I am a member of the Bars of the States of Georgia, Alabama and
Florida and in rendering the foregoing opinions, my examination of matters of
law has been limited to the laws of the States of Alabama and Florida and the
federal laws of the United States of America with respect to those Subcos
organized and existing under the laws of the States of Alabama and Florida. I do
not hold myself out as being conversant with the laws of any jurisdiction other
than those of the States of Alabama and Florida. With respect to those Subcos
organized and existing under the laws of states other than the States of Alabama
and Florida, the foregoing opinions are

                                       2
<PAGE>

based solely upon my review of the generally available compilations of the
general corporate statutes or limited liability statutes, as the case may be, of
such jurisdictions.

         (B) My opinions are limited to those expressly set forth herein, and I
express no opinions by implication.

         The opinions expressed herein are solely for the benefit of the
addressees hereof and of any other person or entity becoming a Lender or Agent
under the Financing Agreement, in each case above, in connection with the
transaction referred to herein and may not be relied on by such addressees or
such other person or entity for any other purpose or in any manner or for any
purpose by any other person or entity.

                                                          Very truly yours,

                                       3
<PAGE>

                                   SCHEDULE 1

                        FLOWERS FOODS, INC. SUBSIDIARIES
                        (excluding GA, DE, TX and Mexico)

<TABLE>
<CAPTION>
                  ENTITY                                             STATE OF ORGANIZATION
                  ------                                             ---------------------
<S>                                                                  <C>
Flowers Baking Co. of Batesville, Inc.                                        AR
Flowers Baking Co. of Florida, LLC                                            FL
Flowers Baking Co. of Miami, LLC                                              FL
Flowers Baking Co. of Jacksonville, LLC                                       FL
Flowers Baking Co. of Bradenton, LLC                                          FL
Flowers Baking Co. of Opelika, LLC                                            AL
Bailey Street Bakery, LLC                                                     AL
Flowers Baking Co. of Tuscaloosa, LLC                                         AL
Flowers Baking Co. of Lafayette, LLC                                          LA
Flowers Baking Co. of New Orleans, LLC                                        LA
Flowers Baking Co. of Baton Rouge, LLC                                        LA
Flowers Baking Co. of Jamestown, LLC                                          NC
Franklin Baking Company, LLC                                                  NC
Flowers Baking Co. of Lynchburg, LLC                                          VA
Flowers Baking Co. of Norfolk, LLC                                            VA
Flowers Baking Co. of Morristown, LLC                                         TN
Flowers Baking Co. of Memphis, LLC                                            TN
Flowers Baking Co. of Nashville, LLC                                          TN
West Tennessee Baking Co., LLC                                                TN
Flowers Baking Co. of West Virginia, LLC                                      WV
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
                  ENTITY                                             STATE OF ORGANIZATION
                  ------                                             ---------------------
<S>                                                                  <C>
The Donut House, LLC                                                          WV
Flowers Baking Co. of Texarkana, LLC                                          AR
Flowers Baking Co. of Pine Bluff, LLC                                         AR
Shipley Baking Company, LLC                                                   AR
Storck Baking Company, LLC                                                    WV
Flowers Bakery of London, LLC                                                 KY
Flowers Bakery of Crossville, LLC                                             TN
Flowers Bakery Distributors, Inc.                                             TN
Flowers Bakery of Cleveland, LLC                                              TN
Flowers Bakery of Montgomery, LLC                                             AL
Flowers Bakery of Birmingham, LLC                                             AL
Flowers Frozen Desserts of Pembroke, LLC                                      NC
Flowers Frozen Desserts of Spartanburg, LLC                                   SC
Flowers Specialty Brands, Inc.                                                SC
Flowers Frozen Desserts of Stilwell, LLC                                      OK
</TABLE>

                                       5
<PAGE>

                                    EXHIBIT A

<TABLE>
<CAPTION>
                                                                           DATE OF GOOD
                                                       STATE OF              STANDING              DATE QUALIFIED IN
                     ENTITY                          ORGANIZATION           CERTIFICATE              OTHER STATES
                     ------                          ------------          ------------            -----------------
<S>                                                  <C>                   <C>                     <C>
Flowers Foods, Inc.                                       GA                   10/9/03                     -
Flowers Finance, LLC                                      DE                   10/9/03                     -
Flowers Baking Co. of Batesville, Inc.                    AR                  10/10/03                     -
Flowers Foods Bakeries Group, LLC                         GA                   10/9/03                     -
Flowers Bakeries Brands, Inc.                             DE                   10/9/03                     -
Flowers Baking Co. of Florida, LLC                        FL                  10/10/03                     -
Flowers Baking Co. of Miami, LLC                          FL                  10/10/03                     -
Flowers Baking Co. of Jacksonville, LLC                   FL                  10/10/03               GA- 10/15/03
                                                                                                     SC- 10/10/03
Flowers Baking Co. of Bradenton, LLC                      FL                  10/10/03                     -
Flowers Baking Co. of Thomasville, LLC                    GA                   10/9/03               AL- 10/10/03
                                                                                                     FL- 10/10/03
Flowers Baking Co. of Villa Rica, LLC                     GA                   10/9/03               AL- 10/10/03
                                                                                                     TN- 10/10/03
Table Pride, LLC                                          GA                  10/10/03                     -
Flowers Baking Co. of Opelika, LLC                        AL                  10/10/03                GA- 10/9/03
Bailey Street Bakery, LLC                                 AL                  10/10/03                GA- 10/9/03
Flowers Baking Co. of Tucker, LLC                         GA                   10/9/03                     -
Flowers Baking Co. of Tuscaloosa, LLC                     AL                  10/10/03                MS- 10/9/03
                                                                                                     TN- 10/10/03
Flowers Baking Co. of Lafayette, LLC                      LA                   10/9/03                     -
Flowers Baking Co. of New Orleans, LLC                    LA                   10/9/03               AL- 10/10/03
                                                                                                      MS- 10/9/03
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                                           DATE OF GOOD
                                                       STATE OF              STANDING               DATE QUALIFIED IN
                     ENTITY                          ORGANIZATION           CERTIFICATE               OTHER STATES
                     ------                          ------------          ------------             -----------------
<S>                                                  <C>                   <C>                      <C>
Flowers Baking Co. of Baton Rouge, LLC                    LA                   10/9/03                 MS- 10/9/03
Flowers Baking Co. of Jamestown, LLC                      NC                  10/10/03                SC- 10/10/03
Franklin Baking Company, LLC                              NC                  10/10/03
Flowers Baking Co. of Lynchburg, LLC                      VA                  10/10/03                      -
Flowers Baking Co. of Norfolk, LLC                        VA                  10/10/03                NC- 10/10/03
Flowers Baking Co. of Morristown, LLC                     TN                  10/10/03                SC- 10/10/03
                                                                                                      NC- 10/10/03
                                                                                                      VA- 10/10/03
Flowers Baking Co. of Memphis, LLC                        TN                  10/10/03                      -
Flowers Baking Co. of Nashville, LLC                      TN                  10/10/03                KY- 10/10/03
West Tennessee Baking Co., LLC                            TN                  10/10/03                AR- 10/10/03
                                                                                                      KY- 10/10/03
                                                                                                       MS- 10/9/03
Flowers Baking Co. of Houston, LLC                        TX                  10/23/03                      -
Flowers Baking Co. of West Virginia, LLC                  WV                  10/10/03                KY- 10/10/03
                                                                                                       VA- 10/9/03
                                                                                                       OH- 10/9/03
Flowers Baking Co. of Texas, LLC                          TX                  10/23/03                      -
Flowers Baking Co. of Tyler, LLC                          GA                   10/9/03                 LA- 10/9/03
                                                                                                      OK- 10/13/03
                                                                                                      AR- 10/10/03
                                                                                                      MO- 10/10/03
                                                                                                      TX- 10/23/03
Flowers Baking Co. of San Antonio, LLC                    TX                  10/23/03                      -
Flowers Baking Co. of El Paso, LLC                        TX                  10/23/03                 NM- 10/9/03
                                                                                                       CO- 10/1/03
San Antonio Baking Co., LLC                               TX                  10/23/03                      -
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                                           DATE OF GOOD
                                                       STATE OF              STANDING              DATE QUALIFIED IN
                ENTITY                               ORGANIZATION           CERTIFICATE              OTHER STATES
                ------                               ------------          ------------            -----------------
<S>                                                  <C>                   <C>                     <C>
Austin Baking Co., LLC                                    TX                  10/23/03                     -
Corpus Christi Baking Co., LLC                            TX                  10/23/03                     -
Flowers Baking Co. of Texarkana, LLC                      AR                  10/10/03                     -
Flowers Baking Co. of Pine Bluff, LLC                     AR                  10/10/03                     -
Shipley Baking Company, LLC                               AR                  10/10/03               OK- 10/13/03
                                                                                                     MO- 10/10/03
Storck Baking Company, LLC                                WV                  10/10/03               OH- 10/14/03
                                                                                                     PA- 10/15/03
                                                          GA                   10/9/03                     -
Flowers Foods Specialty Group, LLC                        GA                   10/9/03                     -
Flowers Bakery of Atlanta, LLC                            GA                   10/9/03                     -
Flowers Bakery of Suwanee, LLC                            KY                  10/10/03                     -
Flowers Bakery of London, LLC                             TN                  10/10/03                     -
Flowers Bakery of Crossville, LLC                         TN                  10/10/03                     -
Flowers Bakery Distributors, Inc.                         TN                  10/10/03                     -
Flowers Bakery of Cleveland, LLC                          AL                  10/10/03                     -
Flowers Bakery of Montgomery, LLC                         AL                  10/10/03               AR- 10/10/03
Flowers Bakery of Birmingham, LLC                                                                    FL- 10/10/03
                                                                                                      GA- 10/9/03
                                                                                                      LA- 10/9/03
                                                                                                     MD- 10/10/03
                                                                                                      MS- 10/9/03
                                                                                                     NC- 10/10/03
                                                                                                     SC- 10/10/03
                                                                                                     TN- 10/10/03
                                                                                                     TX- 10/23/03
</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                           DATE OF GOOD
                                                       STATE OF              STANDING               DATE QUALIFIED IN
                     ENTITY                          ORGANIZATION           CERTIFICATE                OTHER STATES
                     ------                          ------------          ------------             -----------------
<S>                                                  <C>                   <C>                      <C>
                                                                                                       VA- 10/10/03
                                                                                                       WV- 10/10/03
Flowers Frozen Desserts, LLC                              GA                   10/9/03                      -
Flowers Frozen Desserts of Pembroke, LLC                  NC                  10/10/03                      -
Flowers Frozen Desserts Sales Group, LLC                  GA                   10/9/03                 CA- 10/10/03
                                                                                                       KY- 10/10/03
                                                                                                        LA- 10/9/03
                                                                                                       MN- 10/10/03
                                                                                                        OH- 10/9/03
                                                                                                       PA- 10/15/03
                                                                                                       TN- 10/10/03
Flowers Foil Company, LLC                                 GA                   10/9/03                 PA- 10/15/03
Flowers Frozen Desserts of Pennsylvania, LLC              GA                   10/9/03                 PA- 10/15/03
Flowers Frozen Desserts of Spartanburg, LLC               SC                  10/10/03                      -
Flowers Frozen Distributors, LLC                          GA                   10/9/03                      -
Flowers Specialty Brands, Inc.                            SC                  10/10/03                      -
Flowers Frozen Desserts of Stilwell, LLC                  OK                  10/13/03                      -
Flowers Baking Co. of Denton, LLC                         TX                  10/23/03                      -
</TABLE>

                                       9
<PAGE>


                                                                       EXHIBIT F

                              OFFICERS' CERTIFICATE

                  I, the undersigned, [Authorized Representative] of [Name of
Credit Party], a corporation organized and existing under the laws of the State
of _________ (the "Company"), do hereby certify on behalf of the Company that:

                  1.       This Certificate is furnished pursuant to Section
[5.02] [5.04(a)] of the Credit Agreement, dated as of October 24, 2003, among
Flowers Foods, Inc. [the Company], certain financial institutions from time to
time party thereto, Fleet National Bank, Harris Trust and Savings Bank and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International",
New York Branch, as Co-Documentation Agents, SunTrust Bank, as Syndication
Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent (such
Credit Agreement, as in effect on the date of this Certificate, being herein
called the "Credit Agreement"). Unless otherwise defined herein, capitalized
terms used in this Certificate shall have the meanings set forth in the Credit
Agreement.

                  2.       The following named individuals are elected officers
of the Company, each of which holds the office of the Company set forth opposite
his name as of the date hereof. The signature written opposite the name and
title of each such officer is his genuine signature.

<TABLE>
<CAPTION>
        Name(1)                        Office                     Signature
        -------                        ------                     ---------
<S>                                <C>                        <C>
____________________               _______________            __________________

____________________               _______________            __________________

____________________               _______________            __________________
</TABLE>

                  3.       Attached hereto as Annex A is a certified copy of the
[Certificate of Incorporation] [Articles of Incorporation] [Certificate of
Formation] of the Company, as filed in the Office of the Secretary of State of
the State of _______ on ___________, ____, together with all amendments thereto
adopted through the date hereof.

                  4.       Attached hereto as Annex B is a true and correct copy
of the [By-Laws] [Limited Liability Company Agreement] [Partnership Agreement]
of the Company together with all amendments thereto adopted through the date
hereof which [were] [was] duly adopted and [are] [is] in full force and effect
on the date hereof.

                  5.       Attached hereto as Annex C is a true and correct copy
of resolutions which were duly adopted on __________, ____ [by unanimous written
consent of the Board of Directors of the Company] [by a meeting of the Board of
Directors of the Company at which a

-----------------

(1)      Include name, office and signature of each officer who will sign any
         Credit Document, including the officer who will sign the certification
         at the end of this Certificate or related documentation.


<PAGE>

                                                                       Exhibit F
                                                                          Page 2

quorum was present and acting throughout], and said resolutions have not been
rescinded, amended or modified. Except as attached hereto as Exhibit C, no
resolutions have been adopted by the Board of Directors of the Company which
deal with the execution, delivery or performance of any of the Credit Documents
to which the Company is party.

                  [6.      On the date hereof, all of the applicable conditions
set forth in Sections 5.07, 5.08, 5.09, 5.12 and 6.02 of the Credit Agreement
have been satisfied.](2)

                  [6.][7.] On the date hereof, the representations and
warranties contained in the Credit Agreement and in the other Credit Documents
are true and correct in all material respects with the same effect as though
such representations and warranties had been made on the date hereof, both
before and after giving effect to the incurrence of the Loans on the date hereof
and the application of the proceeds thereof, unless stated to relate to a
specific earlier date, in which case such representations and warranties were
true and correct in all material respects as of such earlier date.

                  [7.][8.] On the date hereof, no Default or Event of Default
has occurred and is continuing or would result from the incurrence of the Loans
on the date hereof or from the application of the proceeds thereof.

                  [8.][9.] There is no proceeding for the dissolution or
liquidation of the Company or threatening its existence.

                  IN WITNESS WHEREOF, I have hereunto set my hand this ____ day
of October, 2003.

                                                     [NAME OF CREDIT PARTY]

                                                     By________________________
                                                       Name:
                                                       Title:

-----------------

(2)      Insert only in Officers' Certificate of the Borrower.

<PAGE>

                                                                       Exhibit F
                                                                          Page 3

                  I, the undersigned, [Authorized Representative] of the
Company, do hereby certify on behalf of the Company that:

                  1. [Name of Person making above certifications] is the duly
elected and qualified [Authorized Representative] of the Company and the
signature above is his genuine signature.

                  2. The certifications made by [name of Person making above
certifications] on behalf of the Company in Items 2, 3, 4, 5, and [7][9] above
are true and correct.

                  IN WITNESS WHEREOF, I have hereunto set my hand this ____ day
of _________, 200__.

                                                  [NAME OF CREDIT PARTY]

                                                  By___________________________
                                                    Name:
                                                    Title:
<PAGE>

                                                                       EXHIBIT G

                              SUBSIDIARIES GUARANTY

                  SUBSIDIARIES GUARANTY, dated as of October 24, 2003 (as
amended, modified or supplemented from time to time, this "Guaranty"), made by
each of the undersigned guarantors (each a "Guarantor," and together with any
other entity that becomes a guarantor hereunder pursuant to Section 26 hereof,
the "Guarantors"). Except as otherwise defined herein, capitalized terms used
herein and defined in the Credit Agreement (as defined below) shall be used
herein as therein defined.

                              W I T N E S S E T H :

                  WHEREAS, Flowers Foods, Inc., various financial institutions
from time to time party thereto (the "Lenders"), Fleet National Bank, Harris
Trust and Savings Bank and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank International", New York Branch, as Co-Documentation Agents (in such
capacity, collectively, the "Co-Documentation Agents"), SunTrust Bank, as
Syndication Agent (in such capacity, the "Syndication Agent"), and Deutsche Bank
AG, New York Branch, as Administrative Agent (together with any successor
administrative agent, the "Administrative Agent") are parties to that certain
Credit Agreement, dated as of October 24, 2003 (as amended, modified or
supplemented from time to time, the "Credit Agreement"), providing for the
making of Loans to, and the issuance of, and participation in, Letters of Credit
for the account of, the Borrower as contemplated therein (the Lenders, the
Co-Documentation Agents, the Syndication Agent and the Administrative Agent are
herein called the "Creditors");

                  WHEREAS, each Guarantor is a direct or indirect Subsidiary of
the Borrower;

                  WHEREAS, each Guarantor is required to execute and deliver
this Guaranty pursuant to the Credit Agreement; and

                  NOW, THEREFORE, in consideration of the foregoing and other
benefits accruing to each Guarantor, the receipt and sufficiency of which are
hereby acknowledged, each Guarantor hereby makes the following representations
and warranties to the Creditors and hereby covenants and agrees with each
Creditor as follows:

                  1. Each Guarantor, jointly and severally, irrevocably,
absolutely and unconditionally guarantees: to the Lender Creditors the full and
prompt payment when due (whether at the stated maturity, by acceleration or
otherwise) of (x) the principal of, premium, if any, and interest on the Notes
issued by, and the Loans made to, the Borrower under the Credit Agreement, and
all reimbursement obligations and Unpaid Drawings with respect to Letters of
Credit issued under the Credit Agreement and (y) all other obligations
(including obligations which, but for the automatic stay under Section 362(a) of
the Bankruptcy Code, would become due), liabilities and indebtedness owing by
the Borrower to the Lender Creditors under the Credit Agreement and each other
Credit Document to which the Borrower is a party (including, without limitation,
indemnities, Fees and interest thereon including, in each case, any interest
accruing after the commencement of any bankruptcy, insolvency, receivership or
similar proceeding at the

<PAGE>
                                                                       Exhibit G
                                                                          Page 2

rate provided for in the Credit Agreement, whether or not such interest is an
allowed claim in any such proceeding), whether now existing or hereafter
incurred under, arising out of or in connection with the Credit Agreement and
any such other Credit Document and the due performance and compliance by the
Borrower with all of the terms, conditions and agreements contained in all such
Credit Documents (all such principal, premium, interest, liabilities,
indebtedness and obligations being herein collectively called the "Guaranteed
Obligations." Each Guarantor understands, agrees and confirms that the Creditors
may enforce this Guaranty up to the full amount of the Guaranteed Obligations
against such Guarantor without proceeding against any other Guarantor, the
Borrower, or under any other guaranty covering all or a portion of the
Guaranteed Obligations.

                  2. Additionally, each Guarantor, jointly and severally,
unconditionally, absolutely and irrevocably, guarantees the payment of any and
all Guaranteed Obligations whether or not due and payable by the Borrower upon
the occurrence of any of the events specified in Section 10.05 of the Credit
Agreement, and unconditionally and irrevocably, jointly and severally, promises
to pay such Guaranteed Obligations to the Creditors, or order, on demand, in
Dollars. This Guaranty shall constitute a guaranty of payment, and not of
collection.

                  3. The liability of each Guarantor hereunder is primary,
absolute, joint and several, and unconditional and is exclusive and independent
of any security for or other guaranty of the indebtedness of the Borrower
whether executed by such Guarantor, any other Guarantor, any other guarantor or
by any other party, and the liability of each Guarantor hereunder shall not be
affected or impaired by any circumstance or occurrence whatsoever, including,
without limitation: (a) any direction as to application of payment by the
Borrower or by any other party, (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the
Guaranteed Obligations, (c) any payment on or in reduction of any such other
guaranty or undertaking, (d) any dissolution, termination or increase, decrease
or change in personnel by the Borrower, (e) any payment made to any Creditor on
the indebtedness which any Creditor repays the Borrower pursuant to court order
in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each Guarantor waives any right to the deferral or
modification of its obligations hereunder by reason of any such proceeding, (f)
any action or inaction by the Creditors as contemplated in Section 6 hereof or
(g) any invalidity, irregularity or unenforceability of all or any part of the
Guaranteed Obligations or of any security therefor.

                  4. The obligations of each Guarantor hereunder are independent
of the obligations of any other Guarantor, any other guarantor, the Borrower,
and a separate action or actions may be brought and prosecuted against each
Guarantor whether or not action is brought against any other Guarantor, any
other guarantor or the Borrower and whether or not any other Guarantor, other
guarantor, or the any Borrower be joined in any such action or actions. Each
Guarantor waives, to the fullest extent permitted by law, the benefits of any
statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by the Borrower or other circumstance which operates to
toll any statute of limitations as to the Borrower shall operate to toll the
statute of limitations as to each Guarantor.

                  5. Each Guarantor hereby waives notice of acceptance of this
Guaranty and notice of any liability to which it may apply, and waives
promptness, diligence, presentment,

<PAGE>
                                                                       Exhibit G
                                                                          Page 3

demand of payment, protest, notice of dishonor or nonpayment of any such
liabilities, suit or taking of other action by the Administrative Agent or any
other Creditor against, and any other notice to, any party liable thereon
(including such Guarantor, any other Guarantor, any other guarantor or the
Borrower).

                  6. Any Creditor may at any time and from time to time without
the consent of, or notice to, any Guarantor, without incurring responsibility to
such Guarantor, and without impairing or releasing the obligations of such
Guarantor hereunder, upon or without any terms or conditions and in whole or in
part:

(a)      change the manner, place or terms of payment of, and/or change,
         increase or extend the time of payment of, renew or alter, any of the
         Guaranteed Obligations (including any increase or decrease in the rate
         of interest thereon or the principal amount thereof), any security
         therefor, or any liability incurred directly or indirectly in respect
         thereof, and the guaranty herein made shall apply to the Guaranteed
         Obligations as so changed, extended, renewed or altered;

(b)      take and hold security for the payment of the Guaranteed Obligations
         and sell, exchange, release, surrender, impair, realize upon or
         otherwise deal with in any manner and in any order any property by
         whomsoever at any time pledged or mortgaged to secure, or howsoever
         securing, the Guaranteed Obligations or any liabilities (including any
         of those hereunder) incurred directly or indirectly in respect thereof
         or hereof, and/or any offset thereagainst;

(c)      exercise or refrain from exercising any rights against the Borrower,
         any other Credit Party, any Subsidiary thereof or otherwise act or
         refrain from acting;

(d)      release or substitute any one or more endorsers, Guarantors, other
         guarantors, the Borrower, or other obligors;

(e)      settle or compromise any of the Guaranteed Obligations, any security
         therefor or any liability (including any of those hereunder) incurred
         directly or indirectly in respect thereof or hereof, and may
         subordinate the payment of all or any part thereof to the payment of
         any liability (whether due or not) of the Borrower to creditors of the
         Borrower other than the Creditors;

(f)      apply any sums by whomsoever paid or howsoever realized to any
         liability or liabilities of the Borrower to the Creditors regardless of
         what liabilities of the Borrower remain unpaid;

(g)      consent to or waive any breach of, or any act, omission or default
         under, any of the Credit Documents or any of the instruments or
         agreements referred to therein, or otherwise amend, modify or
         supplement any of the Credit Documents or any of such other instruments
         or agreements;

(h)      act or fail to act in any manner referred to in this Guaranty which may
         deprive such Guarantor of its right to subrogation against the Borrower
         to recover full indemnity for any payments made pursuant to this
         Guaranty; and/or

<PAGE>

                                                                       Exhibit G
                                                                          Page 4

(i)      take any other action which would, under otherwise applicable
         principles of common law, give rise to a legal or equitable discharge
         of such Guarantor from its liabilities under this Guaranty.

                  7. This Guaranty is a continuing one and all liabilities to
which it applies or may apply under the terms hereof shall be conclusively
presumed to have been created in reliance hereon. No failure or delay on the
part of any Creditor in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein expressly specified are cumulative and not exclusive of any
rights or remedies which any Creditor would otherwise have. No notice to or
demand on any Guarantor in any case shall entitle such Guarantor to any other
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of any Creditor to any other or further action in any
circumstances without notice or demand. It is not necessary for any Creditor to
inquire into the capacity or powers of the Borrower or the officers, directors,
partners or agents acting or purporting to act on their behalf, and any
indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

                  8. Any indebtedness of the Borrower now or hereafter held by
any Guarantor is hereby subordinated to the indebtedness of the Borrower to the
Creditors, and such indebtedness of the Borrower to any Guarantor, if the
Administrative Agent, after the occurrence and during the continuance of an
Event of Default, so requests, shall be collected, enforced and received by such
Guarantor as trustee for the Creditors and be paid over to the Creditors on
account of the indebtedness of the Borrower to the Creditors, but without
affecting or impairing in any manner the liability of such Guarantor under the
other provisions of this Guaranty. Without limiting the generality of the
foregoing, each Guarantor hereby agrees with the Creditors that it will not
exercise any right of subrogation which it may at any time otherwise have as a
result of this Guaranty (whether contractual, under Section 509 of the
Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
irrevocably paid in full in cash (other than contingent indemnification
obligations that are not then due and payable).

                  9. (a) Each Guarantor waives any right (except as shall be
required by applicable law and cannot be waived) to require the Creditors to:
(i) proceed against the Borrower, any other Guarantor, any other guarantor of
the Guaranteed Obligations or any other party; (ii) proceed against or exhaust
any security held from the Borrower, any other Guarantor, any other guarantor of
the Guaranteed Obligations or any other party; or (iii) pursue any other remedy
in the Creditors' power whatsoever. Each Guarantor waives any defense based on
or arising out of any defense of the Borrower, any other Guarantor, any other
guarantor of the Guaranteed Obligations or any other party other than payment in
full in cash of the Guaranteed Obligations in accordance with the terms thereof,
including, without limitation, any defense based on or arising out of the
disability of the Borrower, any other Guarantor, any other guarantor of the
Guaranteed Obligations or any other party, or the unenforceability of the
Guaranteed Obligations or any part thereof from any cause, or the cessation from
any cause of the liability of the Borrower other than payment in full in cash of
the Guaranteed Obligations. The Creditors may, at their election, foreclose on
any security held by the Administrative Agent, or the other Creditors by one or
more judicial or nonjudicial sales, whether or not every aspect of any such

<PAGE>

                                                                       Exhibit G
                                                                          Page 5

sale is commercially reasonable, or exercise any other right or remedy the
Creditors may have against the Borrower, or any other party, or any security,
without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Guaranteed Obligations have been paid in full
in cash in accordance with the terms thereof. Each Guarantor waives any defense
arising out of any such election by the Creditors, even though such election
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of such Guarantor against the Borrower, or any other party
or any security.

                  (b) Each Guarantor waives all presentments, demands for
performance, protests and notices, including, without limitation, notices of
nonperformance, notices of protest, notices of dishonor, notices of acceptance
of this Guaranty, and notices of the existence, creation or incurring of new or
additional indebtedness. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower's financial condition and assets, and of
all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which such Guarantor
assumes and incurs hereunder, and agrees that the Creditors shall have no duty
to advise any Guarantor of information known to them regarding such
circumstances or risks.

                  10. Each Creditor agrees (by its acceptance of the benefits of
this Guaranty) that this Guaranty may be enforced only by the action of the
Administrative Agent acting upon the instructions of the Required Lenders (or,
after the date on which all Credit Document Obligations have been paid in full,
the holders of at least the majority of the outstanding Other Obligations) and
that no other Creditor shall have any right individually to seek to enforce or
to enforce this Guaranty, it being understood and agreed that such rights and
remedies may be exercised by the Administrative Agent or, after all the Credit
Document Obligations have been paid in full (other than contingent
indemnification obligations that are not then due and payable), by the holders
of at least a majority of the outstanding Other Obligations, as the case may be,
for the benefit of the Creditors upon the terms of this Guaranty. Each Creditor
further agrees (by its acceptance of the benefits of this Guaranty) that this
Guaranty may not be enforced against any director, officer, employee, partner,
member or stockholder of any Guarantor (except to the extent such partner,
member or stockholder is also a Guarantor hereunder).

                  11. In order to induce the Lenders to continue to make Loans
to, and issue Letters of Credit for the account of, the Borrower pursuant to the
Credit Agreement, each Guarantor represents, warrants and covenants that:

(a)      Such Guarantor (i) is a duly organized and validly existing
         corporation, limited liability company or partnership, as the case may
         be, in good standing under the laws of the jurisdiction of its
         organization of formation, (ii) has the corporate, limited liability
         company or partnership power and authority, as the case may be, to own
         its property and assets and to transact the business in which it is
         engaged and presently proposes to engage and (iii) is duly qualified
         and is authorized to do business and is in good standing in each
         jurisdiction where the conduct of its business requires such
         qualifications, except for failures to be so qualified that,
         individually or in the aggregate, have not had, and could not
         reasonably be expected to have, a Material Adverse Effect.

<PAGE>

                                                                       Exhibit G
                                                                          Page 6

(b)      Such Guarantor has the corporate, limited liability company or
         partnership power and authority, as the case may be, to execute,
         deliver and perform the terms and provisions of this Guaranty and each
         other Credit Document to which it is party and has taken all necessary
         corporate, limited liability company or partnership action, as the case
         may be, to authorize the execution, delivery and performance by it of
         this Guaranty and each such other Credit Document. Such Guarantor has
         duly executed and delivered this Guaranty and each other Credit
         Document to which it is party, and this Guaranty and each such other
         Credit Document constitutes the legal, valid and binding obligation of
         such Guarantor enforceable in accordance with its terms, except to the
         extent that the enforceability hereof or thereof may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws generally affecting creditors' rights and by equitable
         principles (regardless of whether enforcement is sought in equity or at
         law).

(c)      Neither the execution, delivery or performance by such Guarantor of
         this Guaranty or any other Credit Document to which it is a party, nor
         compliance by it with the terms and provisions hereof and thereof, (i)
         will contravene any provision of any applicable law, statute, rule or
         regulation or any applicable order, writ, injunction or decree of any
         court or governmental instrumentality, (ii) will conflict with or
         result in any breach of any of the terms, covenants, conditions or
         provisions of, or constitute a default under, or result in the creation
         or imposition of (or the obligation to create or impose) any Lien
         (other than Permitted Liens) upon any of the material properties or
         assets of such Guarantor or any of its Subsidiaries pursuant to the
         terms of any indenture, mortgage, deed of trust, credit agreement, loan
         agreement or any other material agreement, contract or instrument, to
         which such Guarantor or any of its Subsidiaries is a party or by which
         it or any of its property or assets is bound or to which it may be
         subject or (iii) will violate any provision of the Certificate or
         Articles of Incorporation or By-Laws (or equivalent organizational
         documents) of such Guarantor or any of its Subsidiaries.

(d)      No order, consent, approval, license, authorization or validation of,
         or filing, recording or registration with, or exemption by, any
         governmental or public body or authority, or any subdivision thereof,
         is required to authorize, or is required in connection with, (i) the
         execution, delivery and performance of this Guaranty by such Guarantor
         or any other Credit Document to which such Guarantor is a party or (ii)
         the legality, validity, binding effect or enforceability of this
         Guaranty or any other Credit Document to which such Guarantor is a
         party.

(e)      There are no actions, suits or proceedings pending or, threatened in
         writing (i) with respect to this Guaranty or any other Credit Document
         to which such Guarantor is a party, or (ii) with respect to such
         Guarantor that, individually or in the aggregate, has had, or could
         reasonably be expected to have, a Material Adverse Effect.

                  12. Each Guarantor covenants and agrees that on and after the
Effective Date and until the termination of the Total Commitment, and until such
time as no Note or Letter of Credit remains outstanding and all Guaranteed
Obligations have been paid in full (other than contingent indemnification
obligations that are not then due and payable), such Guarantor will comply, and
will cause each of its Subsidiaries to comply, with all of the applicable
provisions, covenants and agreements contained in Sections 8 and 9 of the Credit
Agreement, and will take, or will refrain

<PAGE>

                                                                       Exhibit G
                                                                          Page 7

from taking, as the case may be, all actions that are necessary to be taken or
not taken so that it is not in violation of any provision, covenant or agreement
contained in Section 8 or 9 of the Credit Agreement, and so that no Default or
Event of Default, is caused by the actions of such Guarantor or any of its
Subsidiaries.

                  13. The Guarantors hereby jointly and severally agree to pay
all reasonable out-of-pocket costs and expenses of each Creditor in connection
with the enforcement of this Guaranty and of the Administrative Agent in
connection with any amendment, waiver or consent relating hereto (including in
each case, without limitation, the reasonable fees and disbursements of counsel
employed by each Creditor).

                  14. This Guaranty shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the Creditors and their
successors and assigns.

                  15. Neither this Guaranty nor any provision hereof may be
changed, waived, discharged or terminated except with the written consent of
each Guarantor directly affected thereby and with the written consent of either
the Required Lenders (or to the extent required by Section 13.12 of the Credit
Agreement, each Lender) at all times prior to the time on which the Total
Commitment has been terminated and all Credit Document Obligations have been
paid in full.

                  16. Each Guarantor acknowledges that an executed (or
conformed) copy of each of the Credit Documents, has been made available to its
principal executive officers and such officers are familiar with the contents
thereof.

                  17. In addition to any rights now or hereafter granted under
applicable law (including, without limitation, Section 151 of the New York
Debtor and Secured Creditor Law) and not by way of limitation of any such
rights, upon the occurrence and during the continuance of an Event of Default
(such term to mean and include any "Event of Default" as defined in the Credit
Agreement each Creditor is hereby authorized, at any time or from time to time,
without notice to any Guarantor or to any other Person, any such notice being
expressly waived, to set off and to appropriate and apply any and all deposits
(general or special) and any other indebtedness at any time held or owing by
Creditor (including without limitation, by branches and agencies of such
Creditor wherever located) to or for the credit or the account of such
Guarantor, against and on account of the obligations and liabilities of such
Guarantor to such Creditor under this Guaranty, irrespective of whether or not
such Creditor shall have made any demand hereunder and although said
obligations, liabilities, deposits or claims, or any of them, shall be
contingent or unmatured.

                  18. All notices, requests, demands or other communications
pursuant hereto shall be deemed to have been duly given or made when delivered
to the Person to which such notice, request, demand or other communication is
required or permitted to be given or made under this Guaranty, addressed to such
party at (i) in the case of any Lender Creditor, as provided in the Credit
Agreement, and (ii) in the case of any Guarantor, c/o Flowers Foods, Inc., 1919
Flowers Circle, Thomasville, GA 31757, Telephone: (229) 227-2278, Facsimile No.:
(229) 225-3808 Attention: Kirk L. Tolbert or in any case at such other address
as any of the Persons listed above may hereafter notify the others in writing.

<PAGE>

                                                                       Exhibit G
                                                                          Page 8

                  19. If claim is ever made upon any Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any of
the Guaranteed Obligations and any of the aforesaid payees repays all or part of
said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee
with any such claimant (including the Borrower) then and in such event each
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Guarantor, notwithstanding any revocation hereof or
other instrument evidencing any liability of the Borrower, and such Guarantor
shall be and remain liable to the aforesaid payees hereunder for the amount so
repaid or recovered to the same extent as if such amount had never originally
been received by any such payee.

                  20. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE
CREDITORS AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Guaranty or any other Credit Document to which any
Guarantor is a party may be brought in the courts of the State of New York or of
the United States of America for the Southern District of New York Branch, in
each case located in the County of New York Branch, and, by execution and
delivery of this Guaranty, each Guarantor hereby irrevocably accepts for itself
and in respect of its property, generally and unconditionally, the jurisdiction
of the aforesaid courts. Each Guarantor hereby further irrevocably waives any
claim that any such court lacks personal jurisdiction over such Guarantor, and
agrees not to plead or claim in any legal action or proceeding with respect to
this Guaranty or any other Credit Document to which such Guarantor is a party
brought in any of the aforesaid courts that any such court lacks personal
jurisdiction over such Guarantor. Each Guarantor further irrevocably consents to
the service of process out of any of the aforementioned courts in any such
action or proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to such Guarantor at its address set forth in Section 18
hereof, such service to become effective 30 days after such mailing. Each
Guarantor hereby irrevocably waives any objection to such service of process and
further irrevocably waives and agrees not to plead or claim in any action or
proceeding commenced hereunder or under any other Credit Document to which such
Guarantor is a party that such service of process was in any way invalid or
ineffective. Nothing herein shall affect the right of any of the Creditors to
serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against each Guarantor in any other
jurisdiction.

                  (b) Each Guarantor hereby irrevocably waives (to the fullest
extent permitted by applicable law) any objection which it may now or hereafter
have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Guaranty or any other Credit Document
to which such Guarantor is a party brought in the courts referred to in clause
(a) above and hereby further irrevocably waives and agrees not to plead or claim
in any such court that such action or proceeding brought in any such court has
been brought in an inconvenient forum.

                  (c) EACH GUARANTOR AND EACH CREDITOR (BY ITS ACCEPTANCE OF THE
BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM

<PAGE>

                                                                       Exhibit G
                                                                          Page 9

ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH
SUCH GUARANTOR IS A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  21. In the event that all of the capital stock of one or more
Guarantors is sold or otherwise disposed of or liquidated in compliance with the
requirements of the Credit Agreement (or such sale or other disposition has been
approved in writing by the Required Lenders (or all the Lenders if required by
Section 13.12 of the Credit Agreement)), such Guarantor shall upon consummation
of such sale or other disposition (except to the extent that such sale or
disposition is to the Borrower or another Subsidiary thereof) be released from
this Guaranty automatically and without further action and this Guaranty shall,
as to each such Guarantor or Guarantors, terminate, and have no further force or
effect (it being understood and agreed that the sale of one or more Persons that
own, directly or indirectly, all of the capital stock of any Guarantor shall be
deemed to be a sale of such Guarantor for the purposes of this Section 21).

                  22. At any time a payment in respect of the Guaranteed
Obligations is made under this Guaranty, the right of contribution of each
Guarantor against each other Guarantor shall be determined as provided in the
immediately following sentence, with the right of contribution of each Guarantor
to be revised and restated as of each date on which a payment (a "Relevant
Payment") is made on the Guaranteed Obligations under this Guaranty. At any time
that a Relevant Payment is made by a Guarantor that results in the aggregate
payments made by such Guarantor in respect of the Guaranteed Obligations to and
including the date of the Relevant Payment exceeding such Guarantor's
Contribution Percentage (as defined below) of the aggregate payments made by all
Guarantors in respect of the Guaranteed Obligations to and including the date of
the Relevant Payment (such excess, the "Aggregate Excess Amount"), each such
Guarantor shall have a right of contribution against each other Guarantor who
has made payments in respect of the Guaranteed Obligations to and including the
date of the Relevant Payment in an aggregate amount less than such other
Guarantor's Contribution Percentage of the aggregate payments made to and
including the date of the Relevant Payment by all Guarantors in respect of the
Guaranteed Obligations (the aggregate amount of such deficit, the "Aggregate
Deficit Amount") in an amount equal to (x) a fraction the numerator of which is
the Aggregate Excess Amount of such Guarantor and the denominator of which is
the Aggregate Excess Amount of all Guarantors multiplied by (y) the Aggregate
Deficit Amount of such other Guarantor. A Guarantor's right of contribution
pursuant to the preceding sentences shall arise at the time of each computation,
subject to adjustment pursuant to the preceding sentences; provided that no
Guarantor may take any action to enforce such right until the Guaranteed
Obligations have been irrevocably paid in full in cash, it being expressly
recognized and agreed by all parties hereto that any Guarantor's right of
contribution arising pursuant to this Section 22 against any other Guarantor
shall be expressly junior and subordinate to such other Guarantor's obligations
and liabilities in respect of the Guaranteed Obligations and any other
obligations owing under this Guaranty. As used in this Section 22: (i) each
Guarantor's "Contribution Percentage" shall mean the percentage obtained by
dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y)
the aggregate Adjusted Net Worth of all Guarantors; (ii) the "Adjusted Net
Worth" of each Guarantor shall mean the greater of (x) the Net Worth (as defined
below) of such Guarantor and (y) zero; and (iii) the "Net Worth" of each
Guarantor shall mean the amount by which the fair salable value of such
Guarantor's assets on the date of any Relevant Payment exceeds its existing
debts and other liabilities (including contingent liabilities,

<PAGE>

                                                                       Exhibit G
                                                                         Page 10

but without giving effect to any Guaranteed Obligations arising under this
Guaranty) on such date. All parties hereto recognize and agree that, except for
any right of contribution arising pursuant to this Section 22, each Guarantor
who makes any payment in respect of the Guaranteed Obligations shall have no
right of contribution or subrogation against any other Guarantor in respect of
such payment until all of the Guaranteed Obligations have been irrevocably paid
in full in cash (other than contingent indemnification obligations that are not
then due and payable). Each of the Guarantors recognizes and acknowledges that
the rights to contribution arising hereunder shall constitute an asset in favor
of the party entitled to such contribution. In this connection, each Guarantor
has the right to waive its contribution right against any Guarantor to the
extent that after giving effect to such waiver such Guarantor would remain
solvent, in the determination of the Required Lenders.

                  23. Each Guarantor and each Creditor (by its acceptance of the
benefits of this Guaranty) hereby confirms that it is its intention that this
Guaranty not constitute a fraudulent transfer or conveyance for purposes of the
Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or state law. To effectuate the foregoing
intention, each Guarantor and each Creditor (by its acceptance of the benefits
of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations
guaranteed by such Guarantor shall be limited to such amount as will, after
giving effect to such maximum amount and all other (contingent or otherwise)
liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any rights to contribution pursuant to any agreement providing
for an equitable contribution among such Guarantor and other Guarantors, result
in the Guaranteed Obligations of such Guarantor in respect of such maximum
amount not constituting a fraudulent transfer or conveyance.

                  24. This Guaranty may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Guarantors and the
Administrative Agent.

                  25. All payments made by any Guarantor hereunder will be made
without setoff, counterclaim or other defense and on the same basis as payments
are made by the Borrower under Sections 4.03 and 4.04 of the Credit Agreement.

                  26. It is understood and agreed that any Subsidiary of any
Borrower that is required to execute a counterpart of this Guaranty after the
date hereof pursuant to the Credit Agreement shall become a Guarantor hereunder
by executing and delivering a counterpart hereof (or an assumption agreement or
a Joinder Agreement in respect of) to the Administrative Agent.

                                      * * *

<PAGE>

                                                                       Exhibit G
                                                                         Page 11

                  IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to
be executed and delivered as of the date first above written.

                                         [INSERT SUBSIDIARY GUARANTORS]

                                         By:____________________________________
                                            Name:
                                            Title:

Accepted and Agreed to:

DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent

By:________________________________________
   Name:
   Title:

By:________________________________________
   Name:
   Title:

<PAGE>

                                                                       EXHIBIT H

                              SOLVENCY CERTIFICATE

                  I, the undersigned, the Chief Financial Officer of Flowers
Foods, Inc., a Georgia corporation (the "Company"), do hereby certify in such
capacity and on behalf of the Company that:

                  1. This Certificate is furnished to the Agents and each of the
Lenders pursuant to Section 5.11(a) of the Credit Agreement, dated as of October
24, 2003, among the Company, the lenders party thereto from time to time (the
"Lenders"), Fleet National Bank, Harris Trust and Savings Bank and Cooperatieve
Centrale Raiffeisen-Boerenleen Bank, B.A., "Rabobank International", New York
Branch, as Co-Documentation Agents, SunTrust Bank, as Syndication Agent, and
Deutsche Bank AG, New York Branch, as Administrative Agent (such Credit
Agreement, as in effect on the date of this Certificate, being herein called the
"Credit Agreement"). Unless otherwise defined herein, capitalized terms used in
this Certificate shall have the meanings set forth in the Credit Agreement.

                  2. For purposes of this Certificate, the terms below shall
have the following definitions:

         (a)      "Fair Value"

                  The amount at which the assets, in their entirety, of each of
                  the Company on a stand-alone basis and the Company and its
                  Subsidiaries taken as a whole, would change hands between a
                  willing buyer and a willing seller, within a commercially
                  reasonable period of time, each having reasonable knowledge of
                  the relevant facts, with neither being under any compulsion to
                  act.

         (b)      "Present Fair Salable Value"

                  The amount that could be obtained by an independent willing
                  seller from an independent willing buyer if the assets of each
                  of the Company on a stand-alone basis and the Company and its
                  Subsidiaries taken as a whole, are sold with reasonable
                  promptness under normal selling conditions in a current
                  market.

         (c)      "New Financing"

                  The Indebtedness incurred or to be incurred by the Company and
                  its Subsidiaries under the Credit Documents (assuming the full
                  utilization by the Company of the Total Commitment under the
                  Credit Agreement), after giving effect to the Transaction and
                  all financing contemplated therewith.

         (d)      "Stated Liabilities"

                  The recorded liabilities that would be recorded in accordance
                  with generally accepted accounting principles ("GAAP") of the
                  Company on a stand-alone basis, and of the Company and its
                  Subsidiaries taken as a whole, as of the date hereof

<PAGE>

                                                                          Page 2

                  after giving effect to Transaction, determined in accordance
                  with GAAP consistently applied, together with the amount of
                  all New Financing.

         (e)      "Identified Contingent Liabilities"

                  The maximum estimated amount of liabilities reasonably likely
                  to result from pending litigation, asserted claims and
                  assessments, guaranties, uninsured risks and other contingent
                  liabilities of each of the Company on a stand-alone basis and
                  the Company and its Subsidiaries taken as a whole, after
                  giving effect to the Transaction, as identified and explained
                  in terms of their nature and estimated magnitude by
                  responsible officers of the Company or any of its Subsidiaries
                  or that have been identified as such by an officer of the
                  Company or any of its Subsidiaries.

         (f)      "Will be able to pay its Stated Liabilities and Identified
                  Contingent Liabilities, as they mature"

                  For the period from the date hereof through the stated
                  maturity of all the New Financing, each of the Company on a
                  stand-alone basis and the Company and its Subsidiaries taken
                  as a whole, will have sufficient assets and cash flow to pay
                  its Stated Liabilities and Identified Contingent Liabilities
                  as those liabilities mature or otherwise become payable.

         (g)      "Does not have Unreasonably Small Capital"

                  For the period from the date hereof through the stated
                  maturity of all the New Financing, each of the Company on a
                  stand-alone basis and the Company and its Subsidiaries taken
                  as a whole, after consummation of the Transaction and all
                  Indebtedness being incurred or assumed and Liens created by
                  the Company and its Subsidiaries in connection therewith, is a
                  going concern and has sufficient capital to ensure that it
                  will continue to be a going concern for such period and to
                  remain a going concern.

                  3. For purposes of this Certificate, I, other officers of the
Company and its Subsidiaries under my direction and supervision, have performed
the following procedures as of and for the periods set forth below.

         (a)      I have reviewed the financial statements referred to in
                  Section 7.05 of the Credit Agreement.

         (b)      I have made inquiries of certain officials of the Company and
                  its Subsidiaries who have responsibility for financial and
                  accounting matters regarding the existence and amount of
                  Identified Contingent Liabilities associated with the
                  respective businesses of the Company and its Subsidiaries.

         (c)      I have knowledge of and have reviewed to my satisfaction the
                  Credit Documents and the respective Schedules and Exhibits
                  thereto.

                                      -2-

<PAGE>
                                                                          Page 3

         (d)      With respect to Identified Contingent Liabilities, I:

                  1.       inquired of certain officials of the Company and its
                           Subsidiaries who have responsibility for legal,
                           financial and accounting matters as to the existence
                           and estimated liability with respect to all
                           contingent liabilities known to them;

                  2.       confirmed with officers of the Company and its
                           Subsidiaries that, to the best of such officers'
                           knowledge, (i) all appropriate items were included in
                           Stated Liabilities or Identified Contingent
                           Liabilities and (ii) the amounts relating thereto
                           were the maximum estimated amount of liabilities
                           reasonably likely to result therefrom as of the date
                           hereof; and

                  3.       hereby certify that, to the best of my knowledge, all
                           material Identified Contingent Liabilities that may
                           arise from any pending litigation, asserted claims
                           and assessments, guarantees, uninsured risks and
                           other Identified Contingent Liabilities of the
                           Company and its Subsidiaries (exclusive of such
                           Identified Contingent Liabilities to the extent
                           reflected in Stated Liabilities) (after giving effect
                           to the consummation the Transaction and the
                           incurrence of all financings in connection therewith)
                           have been considered in making the certification set
                           forth in paragraph 4 below, and with respect to each
                           such Identified Contingent Liability, the estimable
                           maximum amount of liability with respect thereto was
                           used in making such certification.

         (e)      I have made inquiries of certain officers of the Company and
                  its Subsidiaries who have responsibility for financial
                  reporting and accounting matters regarding whether they were
                  aware of any events or conditions that, as of the date hereof,
                  would cause either the Company on a stand-alone basis or the
                  Company and its Subsidiaries taken as a whole, in each case
                  after giving effect to the Transaction and the related
                  financing transactions (including the incurrence of the New
                  Financing), to (i) have assets with a Fair Value or Present
                  Fair Salable Value that are less than the sum of Stated
                  Liabilities and Identified Contingent Liabilities; (ii) have
                  Unreasonably Small Capital; or (iii) not be able to pay its
                  Stated Liabilities and Identified Contingent Liabilities as
                  they mature or otherwise become payable.

                  4. Based on and subject to the foregoing, I, in my capacity as
the chief financial officer of the Company, hereby certify on behalf of the
Company that, after giving effect to the Transaction and the related financing
transactions (including the incurrence of the New Financing), it is my informed
opinion that (i) the Fair Value and Present Fair Salable Value of the assets of
each of the Company on a stand-alone basis and the Company and its Subsidiaries
taken as a whole, exceed its Stated Liabilities and Identified Contingent
Liabilities; (ii) neither the Company on a stand-alone basis nor the Company and
its Subsidiaries taken as a whole, has Unreasonably Small Capital; and (iii)
each of the Company on a stand-alone basis and the Company and its Subsidiaries
taken as a whole, as the case may be, will be able to pay its Stated Liabilities
and Identified Contingent Liabilities, as they mature or otherwise become
payable.* * *

                                      -3-

<PAGE>

                  IN WITNESS WHEREOF, I have hereto set my hand this __ day of
October, 2003.

                                                          FLOWERS FOODS, INC.

                                                          By____________________
                                                            Name:
                                                            Title:
<PAGE>

                                                                       EXHIBIT I

                                   ASSIGNMENT
                                       AND
                              ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this "Assignment"), is dated as of the
Effective Date set forth below and is entered into by and between the Assignor
identified in item 1 below (the "Assignor") and the Assignee identified in item
2 below (the "Assignee"). Capitalized terms used herein but not defined herein
shall have the meanings given to them in the Credit Agreement identified below,
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 hereto (the "Standard Terms and
Conditions") are hereby agreed to and incorporated herein by reference and made
a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns
to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below, the interest in and to all of the
Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represent the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including Letters of Credit and Swingline Loans) (the "Assigned Interest").
Such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment, without representation or warranty by the
Assignor.

1.       Assignor:                     ____________________________

2.       Assignee:                     ____________________________

3.       Credit Agreement:             Credit  Agreement,  dated as of  October
                                       24, 2003, as amended, restated,
                                       supplemented or otherwise modified from
                                       time to time, the "Credit Agreement",
                                       among Flowers Foods, Inc., the Lenders
                                       party thereto from time to time, Fleet
                                       National Bank, Harris Trust and Savings
                                       Bank and Cooperatieve Centrale
                                       Raiffeisen-Boerenleenbank B.A., "Rabobank
                                       International", New York Branch, as
                                       Co-Documentation Agents, SunTrust Bank,
                                       as Syndication Agent, and Deutsche Bank
                                       AG, New York Branch, as Administrative
                                       Agent.

<PAGE>

                                                                       Exhibit I
                                                                          Page 2

4. Assigned Interest:

<TABLE>
<CAPTION>
        Aggregate Amount of                          Amount of                Percentage Assigned
Commitments/Revolving Loans for all            Commitments/Revolving            of Commitments/
              Lenders                             Loans Assigned               Revolving Loans(1)
-----------------------------------            ---------------------          -------------------
<S>                                            <C>                            <C>
                $                                        $
</TABLE>

Effective Date ___________, ____, 200__.

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR                                    ASSIGNEE
[NAME OF ASSIGNOR]                          [NAME OF ASSIGNEE](2)
     By:____________________________            By:_____________________________
     Name:                                      Name:
     Title                                      Title:

                                            Payment Instructions:
                                            ____________________________________
                                            ____________________________________
                                            ____________________________________
                                            Attention:__________________________

                                            Reference:

                                            Address for Notices:
                                            ____________________________________
                                            ____________________________________
                                            ____________________________________
                                            Relationship Contact:_______________

--------------------
(1)  Set forth, to at least 9 decimals, as a percentage of the Commitments/
     Revolving Loans of all Lenders thereunder.

(2)  Add additional signature blocks, as needed, if this Form of Assignment and
     Assumption Agreement is being used by funds managed by the same or related
     investment managers.

<PAGE>

                                                                       Exhibit I
                                                                          Page 3

[Consented to and](3) Accepted:

DEUTSCHE BANK AG, NEW YORK BRANCH,
  as Administrative Agent

     By:______________________________________________
     Name:
     Title:

[Consented to:

-----------------
(3)  Insert only if assignment is being made pursuant to Section 13.04(b)(y) of
     the Credit Agreement.

<PAGE>

                                                                       Exhibit I
                                                                          Page 4

FLOWERS FOODS, INC.

     By:_____________________________________________
     Name:
     Title:](4)

[Consented to:

[Insert signature blocks for each Issuing Lender](5)

----------------------
(4)  Insert only if (x) assignment is being made pursuant to Section 13.04(b)(y)
     of the Credit Agreement and (y) no Default or Event of Default then exists.

(5)  Insert only if assignment is being made pursuant to Section 13.04(b)(y) of
     the Credit Agreement.

<PAGE>

                                                                         ANNEX 1

                               Flowers Foods, Inc.

                                CREDIT AGREEMENT

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1.     Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and to consummate the transactions contemplated hereby;
and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with any Credit Document, (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any other Credit Document or any other instrument or
document delivered pursuant thereto, other than this Assignment, or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any
Credit Document or (iv) the performance or observance by the Borrower, any of
its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Credit Documents.

1.2.     Assignee. The Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute an deliver
this Assignment and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement, (ii) it meets all requirements of an
Eligible Transferee under the Credit Agreement, (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement and,
to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section
7.05(a) or 8.01(a) or (b) thereof, as applicable, and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision and (v) if it is
organized under the laws of a jurisdiction outside the United States, attached
to this Assignment is any documentation required to be delivered by it pursuant
to the terms of the Credit Agreement, duly completed and executed by the
Assignee; and (b) agrees that (i) it will, independently and without reliance on
the Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender.

2.       Payment. From and after the Effective Date, the Administrative Agent
shall make all payments in respect to the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.

<PAGE>

                                                                         Annex 1
                                                                          Page 2

3.       General Provisions. This Assignment shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns.
This Assignment may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment by telecopy shall be effective as delivery of
a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS).

<PAGE>

                                                                       EXHIBIT J

                             COMPLIANCE CERTIFICATE

                  This Compliance Certificate is delivered to you pursuant to
Section 8.01(c) of the Credit Agreement, dated as of October 24, 2003 (as
amended, supplemented or modified from time to time, the "Credit Agreement"),
among Flowers Foods, Inc. (the "Borrower"), the lenders from time to time party
thereto, Fleet National Bank, Harris Trust and Savings Bank and Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York
Branch, as Co-Documentation Agents, SunTrust Bank, as Syndication Agent, and
Deutsche Bank AG, New York Branch, as Administrative Agent. Terms defined in the
Credit Agreement and not otherwise defined herein are used herein as therein
defined.

                  1.       I am the duly elected, qualified and acting
__________[Insert title of the Authorized Representative].

                  2.       I have reviewed and am familiar with the contents of
this Compliance Certificate. The matters set forth herein are true to the best
of my knowledge after due inquiry.

                  3.       I have reviewed the terms of the Credit Agreement and
the other Credit Documents and have made or caused to be made under my
supervision a review in reasonable detail of the transactions and condition of
the Borrower and its Subsidiaries during the accounting period covered by the
financial statements attached hereto as ANNEX 1 (the "Financial Statements").
Such review did not disclose the existence during or at the end of the
accounting period covered by the Financial Statements, and I have no knowledge
of the existence, as of the date of this Compliance Certificate, of any
condition or event which constitutes a Default or an Event of Default [, except
as set forth below].

                  4.       Attached hereto as ANNEX 2 are the computations
showing (in reasonable detail) compliance with the covenants specified therein.

                  5.       Attached hereto as ANNEX 3 is the information
required by Section 8.01(c)(ii) of the Credit Agreement as of the date of this
Compliance Certificate and the Borrower and its Subsidiaries have taken all
actions required to be taken by them pursuant to Section 8.11 of the Credit
Agreement with respect to any new Subsidiaries in connection with the
information set forth on ANNEX 3.

                  IN WITNESS WHEREOF, I have executed this Compliance
Certificate this ____ day of ______.

                                                     FLOWERS FOODS, INC.

                                                     By: ______________________
                                                         Name:
                                                         Title:

<PAGE>

                                                                         ANNEX 1

                [Applicable Financial Statements To Be Attached]

<PAGE>
\
                                                                         ANNEX 2

                  The information described herein is as of _________, ____ (the
"Computation Date") and, except as otherwise indicated below, pertains to the
period from __________ __, ____ to _______ __, ____ (the "Test Period").

<TABLE>
<S>                                                                                     <C>
Negative and Financial Covenants

A.       Liens (Section 9.01)

         a.  Liens included in 9.01(xii) basket outstanding as of
            the Computation Date (other than Liens in respect of
            secured Permitted Subsidiary Indebtedness)                                  $__________

         b.  Permitted Subsidiary Indebtedness outstanding as of
             the Computation Date                                                       $__________

         c.  The sum of line a and line b                                               $__________

         d.  Maximum Amount allowable                                                   $75,000,000

B.       Financial Covenants

                  1.       Leverage Ratio (Section 9.07)

                           a.      Consolidated Indebtedness(1) as
                                   at the Computation Date                              $__________

                           b.      Consolidated EBITDA(2)
                                   for the Test Period                                  $__________

                           c.      Ratio of line a to line b                            ______:1.00

                           d.      Maximum Covenant Level                               ______:1.00
</TABLE>

--------------------------
(1)  Attach hereto in reasonable detail the calculations required to arrive at
     Consolidated Indebtedness.

(2)  Attach hereto in reasonable detail the calculations to arrive at
     Consolidated EBITDA.

<PAGE>

                                                                         Annex 2
                                                                          Page 2

<TABLE>
<S>                                                                                     <C>
                  2.       Consolidated Interest Coverage
                           Ratio (Section 9.08)

                           a.      Consolidated EBITDA
                                   for the Test Period                                  $__________

                           b.      Consolidated Interest Expense(3)
                                   for the Test Period                                  $__________

                           c.      Ratio of line a to line b                            ______:1.00

                           d.      Minimum Covenant Level                               ______:1.00

                  3.       Consolidated Tangible Net Worth (Section 9.09)

                           a.      Consolidated Tangible Net Worth(4) as
                                   at the Computation Date                              $__________

                           b.      Minimum Covenant Level                               $__________
</TABLE>

----------------------
(3)  Attached hereto in reasonable detail the calculations required to arrive at
     Consolidated Interest Expense.

(4)  Attach hereto in reasonable detail the calculations required to arrive at
     Consolidated Tangible Net Worth.

<PAGE>

                                                                       EXHIBIT K

                                JOINDER AGREEMENT

                  THIS JOINDER IN SUBSIDIARIES GUARANTY, (this "Joinder") is
executed as of [DATE] by [NAME OF NEW SUBSIDIARY], a __________ [corporation]
[limited liability company] [partnership] ("Joining Party"), and delivered to
DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent, for the benefit of
the Lender Creditors (as defined below). Except as otherwise defined herein,
capitalized terms used herein and defined in the Credit Agreement (as defined
below) shall be used herein as therein defined.

                              W I T N E S S E T H:

                  WHEREAS, Flowers Foods, Inc. (the "Borrower"), the lenders
from time to time party thereto (the "Lenders"), Fleet National Bank, Harris
Trust and Savings Bank and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank International", New York Branch, as Co-Documentation Agents (in such
capacity, collectively, the "Co-Documentation Agents"), SunTrust Bank, as
Syndication Agent (in such capacity, the "Syndication Agent"), and Deutsche Bank
AG, New York Branch, as Administrative Agent (together with any successor
Administrative Agent, the "Administrative Agent"), have entered into a Credit
Agreement, dated as of October 24, 2003 (as amended, modified or supplemented
from time to time, the "Credit Agreement"), providing for the making of Loans to
the Borrower and the issuance of, and participation in, Letters of Credit for
the account of the Borrower, all as contemplated therein (the Lenders, the
Syndication Agent, the Co-Documentation Agents and the Administrative Agent are
herein called the "Creditors");

                  WHEREAS, the Joining Party is a direct or indirect Subsidiary
of the Borrower and desires, or is required pursuant to the provisions of the
Credit Agreement, to become a Subsidiary Guarantor under the Subsidiaries
Guaranty; and

                  WHEREAS, the Joining Party will obtain benefits from the
incurrence of Loans by, and the issuance of, and participation in, Letters of
Credit for the account of, the Borrower, in each case pursuant to the Credit
Agreement and, accordingly, desires to execute this Joinder in order to satisfy
the requirements described in the preceding recital;

                  NOW, THEREFORE, in consideration of the foregoing and other
benefits accruing to the Joining Party, the receipt and sufficiency of which are
hereby acknowledged, the Joining Party hereby makes the following
representations and warranties to the Creditors and hereby covenants and agrees
with each Creditor as follows:

                  NOW, THEREFORE, the Joining Party agrees as follows:

                  1. By this Joinder, the Joining Party becomes a Subsidiary
Guarantor for all purposes under the Subsidiaries Guaranty, pursuant to Section
26 thereof.

                  2. The Joining Party agrees that, upon its execution hereof,
it will become a Subsidiary Guarantor under the Subsidiaries Guaranty with
respect to all Guaranteed Obligations
<PAGE>

                                                                       Exhibit K
                                                                          Page 2

(as defined in the Subsidiaries Guaranty), and will be bound by all terms,
conditions and duties applicable to a Subsidiary Guarantor under the
Subsidiaries Guaranty and the other Credit Documents. Without limitation of the
foregoing, and in furtherance thereof, the Joining Party unconditionally,
absolutely and irrevocably guarantees on a joint and several basis the due and
punctual payment and performance of all Guaranteed Obligations (on the same
basis as the other Subsidiary Guarantors under the Subsidiaries Guaranty).

                  3. Without limiting the foregoing, the Joining Party hereby
makes and undertakes, as the case may be, each covenant, representation and
warranty made by, and as each Subsidiary Guarantor pursuant to Sections 11 and
12 of the Subsidiaries Guaranty and agrees to be bound by all covenants,
agreements and obligations of a Subsidiary Guarantor pursuant to the
Subsidiaries Guaranty and all other Credit Documents to which it is or becomes a
party.

                  4. This Joinder shall be binding upon the parties hereto and
their respective successors and assigns and shall inure to the benefit of and be
enforceable by each of the parties hereto and its successors and assigns,
provided, however, the Joining Party may not assign any of its rights,
obligations or interest hereunder or under any other Credit Document without the
prior written consent of the Administrative Agent or as otherwise permitted by
the Credit Documents. THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Joinder may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument. In the event that any provision of
this Joinder shall prove to be invalid or unenforceable, such provision shall be
deemed to be severable from the other provisions of this Joinder which shall
remain binding on all parties hereto.

                  5. From and after the execution and delivery hereof by the
parties hereto, this Joinder shall constitute a "Credit Document" for all
purposes of the Credit Agreement and the other Credit Documents.

                  6. The effective date of this Joinder is [DATE].

                                      * * *

<PAGE>

                                                                       EXHIBIT K
                                                                          Page 3

                  IN WITNESS WHEREOF, the Joining Party has caused this Joinder
to be duly executed as of the date first above written.

                                              [NAME OF NEW SUBSIDIARY]

                                              By:_______________________________
                                                 Name:
                                                 Title:

Accepted and Acknowledged by:

DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent

By:__________________________________
   Name:
   Title: