EX-10.2



 Exhibit 10.2 

EXECUTION VERSION 
 THIRD
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
 This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), dated as of February 14, 2014, among Flowers Foods, Inc., a Georgia corporation (the “Borrower”), the Lenders party hereto, Deutsche Bank AG New York Branch, as administrative agent (the
“Administrative Agent”), Swingline Lender and Issuing Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement referred to below, as amended by this
Amendment. References to Sections or Schedules are references to Sections of, or Schedules to, the Credit Agreement, as applicable, unless otherwise stated. 

RECITALS 
 WHEREAS, the
parties hereto are parties to a Credit Agreement, dated as of October 24, 2003 (as amended and restated as of October 29, 2004, as further amended and restated as of June 6, 2006, and as further amended and restated as of May 20,
2011, and as amended as of November 16, 2012 and April 5, 2013 and as amended, amended and restated, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”), among the Borrower, the
Lenders party thereto, the Administrative Agent, the Swingline Lender and Issuing Lender; and 
 WHEREAS, the parties hereto desire to amend
the Credit Agreement pursuant to the terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 
  

	 	1.	Amendments and Agreements With Respect to the Credit Agreement. 

 (a) The
definitions of “Applicable Facility Fee Percentage” and “Applicable Margin” appearing in Section 11.01 of the Credit Agreement are hereby amended by replacing in its entirety the first paragraph thereof and the pricing table
appearing therein with the following: 
 “Applicable Facility Fee Percentage” and “Applicable Margin”
shall mean (I) from and after the Third Amendment Effective Date until the 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 after December 28, 2013, a percentage per annum equal to (x) in the case of the Applicable Facility Fee Percentage, 0.20% and (y) in the case of the Applicable Margin (A) with respect to Loans maintained as Base Rate
Loans, 0.55% and (B) with respect to Loans maintained as Eurodollar Loans, 1.55% and (II) 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 after December 28, 2013 (each, a “Start Date”), to and including the applicable End Date described below, (x) the Applicable Facility Fee Percentage and the Applicable
Margins for all Revolving Loans shall (subject to any adjustment pursuant to the immediately succeeding paragraph) be those set forth below in the table under the caption “Pricing Table”, in each case opposite the Leverage Ratio indicated
to have been achieved in any certificate delivered in accordance with the following sentence: 







 Pricing Table 
  

													
	 Leverage Ratio
	  	Applicable Margin for
Revolving Loans maintained
as Base Rate Loans and
Swingline Loans	 	 	Applicable Margin for
Revolving Loans maintained
as Eurodollar Loans	 	 	Applicable Facility
Fee Percentage	 
	 Equal to or less than 0.50:1.00
	  	 	0.00	% 	 	 	0.95	% 	 	 	0.05	% 
	 Greater than 0.50:1.00 but less than or equal to 1.00:1.00
	  	 	0.05	% 	 	 	1.05	% 	 	 	0.075	% 
	 Greater than 1.00:1.00 but less than or equal to 1.50:1.00
	  	 	0.15	% 	 	 	1.15	% 	 	 	0.10	% 
	 Greater than 1.50:1.00 but less than or equal to 1.75:1.00
	  	 	0.250	% 	 	 	1.25	% 	 	 	0.125	% 
	 Greater than 1.75:1.00 but less than or equal to 2.25:1.00
	  	 	0.35	% 	 	 	1.35	% 	 	 	0.15	% 
	 Greater than 2.25:1.00 but less than or equal to 2.75:1.00
	  	 	0.55	% 	 	 	1.55	% 	 	 	0.20	% 
	 Greater than 2.75:1.00
	  	 	0.95	% 	 	 	1.95	% 	 	 	0.30	% 

 (b) The definition of “Maturity Date” appearing in Section 11.01 of the Credit
Agreement is hereby replaced in its entirety with the following: 
 “Maturity Date” shall mean February 14,
2019, or the applicable anniversary thereof as determined in accordance with Section 3.04. 

  
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 (c) Section 11.01 of the Credit Agreement is hereby amended by inserting in
the appropriate alphabetical order the following new definitions: 
 “Third Amendment” shall mean that certain
Third Amendment to this Agreement, dated as of February 14, 2014, by and among the Borrower, the Lenders party thereto and the Administrative Agent. 

“Third Amendment Effective Date” shall mean February 14, 2014. 

(d) Notwithstanding anything to the contrary in this Amendment or the Credit Agreement, all accrued and unpaid interest with
respect to the Revolving Loans extended prior to the Third Amendment Effective Date shall be calculated at the rates set forth in the definition of “Applicable Margin” without giving effect to the Third Amendment. 

(e) Section 2.06(i) of the Credit Agreement is hereby amended by inserting the word “, liquidity” after the
words “capital adequacy” and before the words “or similar requirement”. 
 2. Conditions Precedent to
Effectiveness. This Amendment shall become effective on the date (the “Third Amendment Effective Date”) when each of the following conditions shall have been satisfied; provided that if the following conditions are not
satisfied by February 14, 2014, this Amendment shall not become effective and shall be of no force or effect with respect to the Credit Agreement: 

(i) the Borrower, the Administrative Agent, each Issuing Lender and each other Lender shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including by way of facsimile, pdf or other electronic transmission) the same to the Administrative Agent; 

(ii) the Administrative Agent shall have received favorable customary legal opinion of Jones Day, counsel to the Credit Parties
addressed to the Administrative Agent and each of the Lenders party to the Credit Agreement on the Third Amendment Effective Date and dated the Third Amendment Effective Date covering such matters incidental to this Amendment and the transactions
contemplated hereby as the Administrative Agent may reasonably request; 
 (iii) the Administrative Agent shall have received
(A) true and complete copies of resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance of the Credit Agreement and the Credit Documents, in each case as modified by this
Amendment, certified as of the Third Amendment Effective Date by an Authorized Representative and attested to by another Authorized Representative of the Borrower as being in full force and effect without modification or amendment and (B) good
standing certificates for the Borrower from the jurisdiction in which the Borrower is organized; 

  
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 (iv) all of the representations and warranties made pursuant to Section 3
hereof shall be true and correct in all material respects on the Third Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the
Third Amendment Effective Date (it being understood and agreed that (x) 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 and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such specified date); 

(v) since December 29, 2012, 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; 
 (vi) no litigation by any entity (private or governmental) shall be pending or threatened in writing with
respect to the Credit 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 shall determine has had, or
could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; 
 (vii) the
Administrative Agent shall have received payment from the Borrower, for the account of each Lender that executes and delivers a counterpart signature page to this Amendment prior to 10:00 A.M., New York City time, on February 14, 2014 (the
“Revolver Consent Deadline”), a non-refundable consent fee payable in Dollars in an amount equal to 0.05% of the Commitment of each such existing Lender in effect as of the Third Amendment Effective Date and in connection with each
new Lender, the rate separately agreed with such new Lender; 
 (viii) the Borrower shall have paid reasonable and documented
out-of-pocket expenses of the Administrative Agent required to be paid or reimbursed pursuant to Section 13.01 of the Credit Agreement, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative
Agent; and 
 (ix) the Administrative Agent shall have received such other documents, information or agreements regarding the
Borrower as the Administrative Agent shall reasonably request. 
 3. Representations and Warranties. The Borrower represents and
warrants to the Administrative Agent and the Lenders that, as of the date of and after giving effect to this Amendment: 
 (a) the
execution, delivery and performance of this Amendment has been duly authorized by all necessary action on the part of the Borrower; 

  
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 (b) this Amendment is a legal, valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and to general principles of equity; 

(c) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all
material respects on the Third Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it
being understood and agreed that (x) 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 and (y) any
representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such specified date); 

(d) no Default or Event of Default has occurred and is continuing; 

(e) the Credit Agreement and all other Credit Documents are and remain legal, valid, binding and enforceable obligations in accordance with
the terms thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and to general principles of equity; and 

(f) this Amendment (i) does not require any 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 subdivision thereof, (ii) will not violate any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or
governmental instrumentality, (iii) will not 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 and (iv) will not violate any provision of
the Certificate or Articles of Incorporation or By-Laws (or equivalent organizational documents) of the Borrower or its Subsidiaries. 
 4.
General Provisions. 
 (a) Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
 (b) Execution in Counterparts. This Amendment
may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which 

  
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when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile or other electronic transmission shall have the same effect as delivery of a manually executed counterpart of this Amendment. 

(c) Severability. Any provision hereof which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without rendering the remaining provisions hereof invalid, illegal or unenforceable in such jurisdiction and without affecting the validity, legality or
enforceability of any provision in any other jurisdiction. 
 (d) Successors; Assignment. The terms of this Amendment shall be
binding upon, and shall inure for the benefit of, the parties hereto and their respective successors and assigns; provided that the Borrower may not assign or transfer any of its rights, obligations or interest hereunder without the prior
written consent of each Lender. 
 (e) Effect on Credit Documents. (i) Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Credit Document, all of which are ratified and affirmed in all
respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to receive consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances. 
 (f) Reference to
Amendment. On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the
Credit Agreement in any other Credit Document shall be deemed a reference to the Credit Agreement as modified hereby. This Amendment shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit
Documents. 
 [The remainder of this page is intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Credit Agreement to be
executed by their respective officers thereunto duly authorized, as of the date first set forth above. 
  

					
	FLOWERS FOODS, INC.
		
	By:	 	 /s/ R. Steve Kinsey

		 	Name:	 	R. Steve Kinsey
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a Lender
		
	By:	 	 /s/ Ming K. Chu

		 	Name:	 	Ming K. Chu
		 	Title:	 	Vice President
		
	By:	 	 /s/ Heidi Sandquist

		 	Name:	 	Heidi Sandquist
		 	Title:	 	Director


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	Bank of America, N.A.,
	as a Lender
		
	By:	 	 /s/ David L. Catherall

		 	Name:	 	David L. Catherall
		 	Title:	 	Managing Director



  
 [Signature Page to
Flowers Foods Third Amendment to A&R Credit Agreement] 








 
					
	BRANCH BANKING AND TRUST COMPANY,
	as a Lender
		
	By:	 	 /s/ Brantley Echols

		 	Name:	 	Brantley Echols
		 	Title:	 	SeniorVice President



  
 [Signature Page to
Flowers Foods Third Amendment to A&R Credit Agreement] 








 
					
	Cooperatieve Centrale Raiffeisen-Boerenleenbank
	B.A. “Rabobank Nederland”, New York Branch, asa Lender
		
	By:	 	 /s/ Betty Janelle

		 	Name:	 	Betty Janelle
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Stewart Kalish

		 	Name:	 	Stewart Kalish
		 	Title:	 	Executive Director


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	REGIONS BANK,
	as a Lender
		
	By:	 	 /s/ Donald Q. Dalton

		 	Name:	 	Donald Q. Dalton
		 	Title:	 	Executive Vice President


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	The Northern Trust Company,
	as a Lender
		
	By:	 	 /s/ Kathryn Schad Reuther

		 	Name:	 	Kathryn Schad Reuther
		 	Title:	 	SVP


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	PNC Bank, National Association,
	as a Lender
		
	By:	 	 /s/ Susan J. Dimmick

		 	Name:	 	Susan J. Dimmick
		 	Title:	 	Senior Vice President


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	 ROYAL BANK OF CANADA,
 as a
Lender

		
	By:	 	 /s/ Gordon MacArthur

		 	Name:	 	Gordon MacArthur
		 	Title:	 	Authorized Signatory


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	 Wells Fargo Bank, National Association,

as a Lender

		
	By:	 	 /s/ Virginia S. Singletary

		 	Name:	 	Virginia S. Singletary
		 	Title:	 	Vice President


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	 AGFIRST FARM CREDIT BANK,
 as a
Lender

		
	By:	 	 /s/ Steven J. O’Shea

		 	Name:	 	Steven J. O’Shea
		 	Title:	 	Vice President


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	 CoBank, ACB,
 as a
Lender

		
	By:	 	 /s/ Natalya Rivkin

		 	Name:	 	Natalya Rivkin
		 	Title:	 	Vice President


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	Farm Credit Services of America, PCA,
	as a Lender
		
	By:	 	 /s/ Curt A. Brown

		 	Name:	 	Curt A. Brown
		 	Title:	 	Vice President


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	GreenStone Farm Credit Services, ACA/FLCA,
	as a Lender
		
	By:	 	 /s/ Alfred S. Compton, Jr.

		 	Name:	 	Alfred S. Compton, Jr.
		 	Title:	 	SVP/Managing Director


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement] 







 
					
	SunTrust Bank
	as a Lender
		
	By:	 	 /s/ Tesha Winslow

		 	Name:	 	Tesha Winslow
		 	Title:	 	Vice President


 [Signature Page to Flowers Foods Third Amendment to A&R Credit Agreement]