EX-10.1 FIRST AMENDMENT AND WAIVER AS OF 10/5/07



 





EXHIBIT 10.1




FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT




          FIRST AMENDMENT AND WAIVER (this “Amendment”), dated as of October 5, 2007, among FLOWERS
FOODS, INC., a Georgia corporation (the “Borrower”), the lenders party to the Credit Agreement
referred to below (the “Lenders”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in
such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the Credit Agreement.




WITNESSETH:




          WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Credit
Agreement, dated as of October 24, 2003 and amended and restated as of October 29, 2004 and further
amended and restated as of June 6, 2006 (as amended, modified or supplemented through, but not
including, the date hereof, the “Credit Agreement”); and




          WHEREAS, subject to the terms and conditions of this Amendment, the parties hereto wish to
amend or otherwise modify certain provisions of the Credit Agreement as herein provided;




          NOW, THEREFORE, IT IS AGREED:



I. Amendments and Waiver to Credit Agreement.




          1. Section 3 of the Credit Agreement is hereby amended by inserting the following
language immediately following Section 3.03:





“3.04 Commitment Extensions. The Borrower, may, by notice to the
Administrative Agent (which shall promptly deliver a copy to each of the
Lenders) given not less than 45 days and not more than 90 days prior to each
of the first and second anniversary of the First Amendment Effective Date
(each such notice a “Maturity Extension Request”), request that the Lenders
extend the Maturity Date for an additional one-year period, in each such
case. Each Lender shall, by notice to the Borrower and the Administrative
Agent given not later than the 20th day after the date of the Administrative
Agent’s receipt of the Borrower’s Maturity Extension Request, advise the
Borrower whether or not it agrees to the requested extension (each Lender
agreeing to a requested extension being called a “Consenting Lender” and
each Lender declining to agree to a requested extension being called a
“Declining Lender”). Any Lender that has not so advised the Borrower and
the Administrative Agent by such day shall be deemed to have declined to
agree to such extension and shall be a Declining Lender. If Lenders
constituting the Required Lenders shall have agreed to a Maturity Extension
Request, then the Maturity Date shall,



 









 







as to the Consenting Lenders, be extended by one year to the anniversary of
the Maturity Date in effect at such time.  The decision to agree or withhold
agreement to any Maturity Extension Request shall be at the sole discretion
of each Lender. The Commitment of any Declining Lender shall terminate on
the then existing Maturity Date in effect prior to giving effect to any such
extension (such Maturity Date being called the “Existing Maturity Date”).
The principal amount of any outstanding Loans made by Declining Lenders,
together with any accrued interest thereon and any accrued fees and other
amounts payable to or for the account of such Declining Lenders hereunder,
shall be due and payable on the Existing Maturity Date, and on the Existing
Maturity Date the Borrowers shall also make such other prepayments of their
respective Loans pursuant to Section 4.01 as shall be required in order
that, after giving effect to the termination of the Commitments of, and all
payments to, Declining Lenders pursuant to this sentence, (i) no Lender’s
Total Unutilized Commitment shall exceed such Lender’s Commitment and
(ii) the sum of the Total Commitments of all the Lenders shall not exceed
the sum of the Commitments of all Lenders. Notwithstanding the foregoing
provisions of this paragraph, the Borrower shall have the right, pursuant to
Section 1.13, at any time prior to the then Existing Maturity Date, to
replace a Declining Lender with a Lender or other financial institution that
will agree to a Maturity Extension Request, and any such replacement Lender
shall for all purposes constitute a Consenting Lender. Notwithstanding the
foregoing, no extension of the Maturity Date pursuant to this paragraph
shall become effective unless the Borrower shall have satisfied each of the
conditions precedent set forth in Sections 5.02, 5.03, 5.08, 5.09, 5.11 and
5.12, modified, in each case, as appropriate to apply to each such
extension.”



          2. Section 9.07 of the Credit Agreement is hereby amended by deleting the text
“2.75:1.00” appearing therein and inserting the text “3.25:1.00” in lieu thereof.




          3. The definition of the term “Applicable Margin” appearing in Section 11 of the Credit
Agreement is hereby amended by (i) deleting the text “as if the Leverage Ratio were greater than
2.25:1.00” appearing in the second paragraph of said definition and inserting the text “as if the
Leverage Ratio were greater than 2.75:1.00” in lieu thereof and (ii) deleting the Leverage Ratio
table appearing in said definition and inserting the following table in lieu thereof:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin for	 	 	 	 
	 	 	Revolving Loans maintained	 	Applicable Margin for	 	 
	 	 	as Base Rate Loans and	 	Revolving Loans maintained	 	Applicable Facility
	Leverage Ratio	 	Swingline Loans	 	as Eurodollar Loans	 	Fee Percentage
	Equal to or less
than 0.50:1.00
	 	 	0.00	%	 	 	0.40	%	 	 	0.10	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than
0.50:1.00 but less
than or equal to
1.00:1.00
	 	 	0.00	%	 	 	0.50	%	 	 	0.125	%






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	 	 	Applicable Margin for	 	 	 	 
	 	 	Revolving Loans maintained	 	Applicable Margin for	 	 
	 	 	as Base Rate Loans and	 	Revolving Loans maintained	 	Applicable Facility
	Leverage Ratio	 	Swingline Loans	 	as Eurodollar Loans	 	Fee Percentage
	Greater than
1.00:1.00 but less
than or equal to
1.50:1.00
	 	 	0.00	%	 	 	0.60	%	 	 	0.15	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than
1.50:1.00 but less
than or equal to
1.75:1.00
	 	 	0.00	%	 	 	0.675	%	 	 	0.20	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than
1.75:1.00 but less
than or equal to
2.25:1.00
	 	 	0.00	%	 	 	0.875	%	 	 	0.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than
2.25:1.00 but less
than or equal to
2.75:1.00
	 	 	0.20	%	 	 	1.075	%	 	 	0.30	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than
2.75:1.00
	 	 	0.30	%	 	 	1.275	%	 	 	0.35	%






          4. The definition of the term “Maturity Date” appearing in Section 11 of the Credit Agreement
is hereby amended by deleting the text “June 6, 2011” appearing in said definition and inserting
the text “October 5, 2012 or the applicable anniversary thereof as determined in accordance with
Section 3.04” in lieu thereof.




          5. Section 11 of the Credit Agreement is hereby amended by inserting in the appropriate
alphabetical order the following new definitions:





     “Consenting Lender” shall have the meaning provided in Section 3.04.




     “Declining Lender” shall have the meaning provided in Section 3.04.




     “Existing Maturity Date” shall have the meaning provided in Section 3.04.




     “First Amendment Effective Date” shall mean the Amendment Effective Date under and as
defined in the First Amendment to Credit Agreement, dated as of October 5, 2007, to this
Agreement.




     “Maturity Extension Request” shall have the meaning provided in Section 3.04.



          6. (a) The Lenders hereby waive any Default or Event of Default that has occurred in
connection with Section 8.10 of the Credit Agreement due solely to the failure of



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Flower Baking Co. of Kentucky, LLC, a Kentucky LLC, to deliver a Joinder Agreement to the
Subsidiaries Guaranty within twenty (20) Business Days of its creation.




          (b) The Lenders hereby waive (i) any Default or Event of Default that has occurred in
connection with Section 7.01 of the Credit Agreement due solely to the failure of Bailey Street
Bakery, LLC, Flowers Baking Co. of Birmingham, LLC (f/k/a Flowers Bakery of Birmingham, LLC),
Flowers Bakery of Montgomery, LLC, Flowers Baking Co. of Opelika, LLC, or Flowers Baking Co. of
Tuscaloosa, LLC (collectively, the “Alabama Subsidiaries”) to maintain their respective good
standing status in the State of Alabama and (ii) with respect to the Alabama Subsidiaries,
compliance with Section 7.01 of the Credit Agreement; provided that such Alabama Subsidiaries are
in good standing within 30 days after the First Amendment Effective Date and the Borrower shall
have delivered good standing certificates to the Administrative Agent’s counsel evidencing such
compliance by such date.



II. Miscellaneous Provisions.




          1. In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents
and warrants that:





     (a) no Default or Event of Default exists as of the Amendment Effective Date (as
defined below), both before and after giving effect to this Amendment; and




     (b) all of the representations and warranties contained in the Credit Agreement and in
the other Credit Documents are true and correct in all material respects on the 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 Amendment
Effective Date (it being understood that any representation or warranty made as of a
specific date shall be true and correct in all material respects as of such specific date).



          2. This Amendment is limited as specified and shall not constitute a modification, acceptance
or waiver of any other provision of the Credit Agreement or any other Credit Document.




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




          4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.




          5. This Amendment shall become effective on the date (the “Amendment Effective Date”) when:




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     (a) the Borrower and the Lenders constituting the Required Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have delivered
(including by way of facsimile transmission) the same to White & Case LLP, 1155 Avenue of
the Americas, New York, NY 10036 Attention: Judah Frogel (facsimile number 212-354-8113) or
via email in Adobe Corporation’s Portable Document Format or PDF to the following email
address: Jfrogel@whitecase.com;




     (b) the Borrower shall have delivered, in a form satisfactory to the Administrative
Agent, (i) a certificate signed by an Authorized Representative of the Borrower and each
Subsidiary Guarantor certifying as true, correct and complete a copy (attached thereto) of
the duly adopted resolutions of the board of directors of the Borrower and each Subsidiary
Guarantor authorizing the execution and delivery of this Amendment and the Reaffirmation
Agreement, as the case may be, and the performance of the Borrower’s and the Subsidiary
Guarantors’ obligations as contemplated hereby and thereby, (ii) a Reaffirmation Agreement
substantiality in the form of Exhibit A attached hereto (the “Reaffirmation Agreement”)
signed by an Authorized Representative of each Subsidiary Guarantor party to the
Subsidiaries Guaranty and (iii) an opinion addressed to the Administrative Agent, each
Syndication Agent and each of the Lenders from Jones Day, counsel to the Borrower, which
opinion shall cover such matters incident to this Amendment as the Administrative Agent may
reasonably request; and




     (c) the Borrower shall have paid to each Lender which executes and delivers to the
Administrative Agent a counterpart hereof (including by way of facsimile (or other
electronic) transmission) by 5:00 p.m. (New York time) on the later of (i) October 5, 2007
and (ii) the Amendment Effective Date, a non-refundable cash work fee (the “Amendment
Work Fee”) in an amount equal to 0.05% of the sum of each such Lender’s Commitment on
the Amendment Effective Date, which Amendment Work Fee shall be paid by the Borrower to the
Administrative Agent for distribution to the Lenders entitled thereto.



          6. From and after the Amendment Effective Date, all references in the Credit Agreement and
each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the
Credit Agreement as modified hereby.




*     *     *




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




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	1919 Flowers Circle
	 	FLOWERS FOODS, INC.	 	 
	Thomasville, GA 31757
	 	 	 	 	 	 
	Telephone: (229) 226-9110
	 	 	 	 	 	 
	Facsimile: (229) 225-3808

	 	By:
	 	/s/ Stephen Avera	 	 
	 

	 	 	 	 	 	 
	Attention: Secretary and General Counsel

	 	 	 	Name: Stephen Avera	 	 
	 

	 	 	 	Title: Secretary and General Counsel	 	 






	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,

Individually and as Administrative Agent

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



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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT




NAME OF INSTITUTION




Farm Credit Services of America, PCA

 	 
	 	By:  	
/s/ Bruce Dean
 	 
	 	 	Name:  	Bruce Dean 	 
	 	 	Title:  	Vice President 	 



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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT




NAME OF INSTITUTION




REGIONS BANK


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




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	 	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	AGFIRST FARM CREDIT BANK	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	    /s/ Steven J. O’Shea
 

Name: Steven J. O’Shea
	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION	 	 
	 
	 	 	 	 	 	 
	 	 	SunTrust Bank	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Hugh E. Brown
 

Name: Hugh E. Brown
	 	 
	 

	 	 	 	Title: Director	 	 






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	 	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. AgBank, FCB	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Greg E. Somerhalder
 

Name: Greg E. Somerhalder
	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	NAME OF INSTITUTION	 	 
	 
	 	 	 	 	 	 
	 	 	Harris N.A.	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Tara Cuprisin
 

Name: Tara Cuprisin
	 	 
	 

	 	 	 	Title: Vice President	 	 






12









 






	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION	 	 
	 	 	GreenStone Farm Credit Services, ACA/FLCA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Alfred S. Compton, Jr.
 

Name: Alfred S. Compton, Jr.
	 	 
	 

	 	 	 	Title: VP/Managing Director	 	 






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	 	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	COOPERATIEVE CENTRALE RAIFFEISEN-	 	 
	 	 	BOERENLEENBANK B.A. “RABOBANK	 	 
	 	 	NEDERLAND”, NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Stewart Kalish
 

Name: Stewart Kalish
	 	 
	 

	 	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Rebecca Morrow	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Rebecca Morrow	 	 
	 

	 	 	 	Title: Executive Director	 	 






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	 	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION	 	 
	 
	 	 	 	 	 	 
	 	 	Bank of America, N.A.	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ David L. Catherall
 

Name: David L. Catherall
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






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	 	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	NAME OF INSTITUTION	 	 
	 
	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann Agarwal
 

Name: Ann Agarwal
	 	 
	 

	 	 	 	Title: Second Vice President	 	 







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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT



NAME OF INSTITUTION



COMERICA BANK


 	 
	 	By:  	/s/ Richard C. Hampson
 	 
	 	 	Name:  	Richard C. Hampson 	 
	 	 	Title:  	Vice President 	 
	 




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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT



NAME OF INSTITUTION



BRANCH BANKING AND
TRUST COMPANY


 	 
	 	By:  	/s/ Brantley Echols
 	 
	 	 	Name:  	BRANTLEY ECHOLS 	 
	 	 	Title:  	SENIOR VICE PRESIDENT 	 
	 




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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT



COBANK, ACB

 	 
	 	By:  	/s/ Thomas N. Martin
 	 
	 	 	Name:  	Thomas N. Martin 	 
	 	 	Title:  	Vice President 	 
	 




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	 	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
OCTOBER 5, 2007, TO THE CREDIT AGREEMENT, DATED AS OF
OCTOBER 24, 2003 (AS AMENDED AND RESTATED AS OF
OCTOBER 29, 2004 AND FURTHER AMENDED AND RESTATED AS
OF JUNE 6, 2006) AMONG FLOWERS FOODS, INC., THE
VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Greg Hennenfent	 	 
	 

	 	 	 	 	 	 
	 

	 	By:
	 	Greg Hennenfent	 	 
	 

	 	Its:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Blake Wright	 	 
	 

	 	 	 	 	 	 
	 

	 	By:
	 	Blake Wright	 	 
	 

	 	Its:
	 	Managing Director	 	 







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EXHIBIT A




REAFFIRMATION AGREEMENT



REAFFIRMATION AGREEMENT (this "Agreement"), dated as of October 5, 2007, among FLOWERS
FOODS, INC., a Georgia corporation (the “Borrower”), each subsidiary of the Borrower
identified herein (each, a "Subsidiary Guarantor” and, together with the Borrower, the
"Reaffirming Parties") and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in
such capacity, the "Administrative Agent") under the Credit Agreement referred to below.
Capitalized terms used herein but not defined herein shall have the meanings given such terms in
the Amended Credit Agreement (as defined below).




          WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Credit
Agreement, dated as of October 24, 2003 and amended and restated as of October 29, 2004 and further
amended and restated as of June 6, 2006 (as amended, modified or supplemented through, but not
including, the date hereof, the “Credit Agreement”);




          WHEREAS, the Borrower, the Lenders and the Administrative Agent, have entered into the First
Amendment Credit Agreement dated as of October 5, 2007 (the “First Amendment”, together
with the Credit Agreement, as so amended by the First Amendment, the “Amended Credit
Agreement”);




          WHEREAS, each Reaffirming Party expects to realize, or has realized, substantial direct and
indirect benefits as a result of the First Amendment becoming effective and the consummation of the
transactions contemplated thereby; and




          WHEREAS, the execution and delivery of this Agreement is a condition precedent to the
respective obligations of the parties to the First Amendment.




          NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject
to the conditions set forth herein, the parties hereto hereby agree as follows:




Reaffirmation and Amendment




          Reaffirmation. Each of the Reaffirming Parties (i) hereby consents to the First Amendment and
the transactions contemplated thereby, (ii) hereby confirms its guarantees, pledges, grants of
security interests and other agreements, as applicable, under each of the Credit Documents to which
it is a party and (iii) agrees that notwithstanding the effectiveness of the First Amendment and
the consummation of the transactions contemplated thereby, such guarantees and other agreements
shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under
the Amended Credit Agreement.




          Amendment. On and after the Amendment Effective Date (as defined in the First Amendment),
(a) each reference in each Credit Document to the “Credit Agreement”, “thereunder”, “thereof” or
words of like import shall mean and be a reference to the Amended Credit Agreement as such
agreement may be amended, modified or supplemented and in effect from time to time and (b) the
definition of any




 









 




22



term defined in any Credit Document by reference to the terms defined in the Credit Agreement
shall be amended to be defined by reference to the applicable defined term in the Amended Credit
Agreement, as the same may be amended, modified or supplemented and in effect from time to time.




Representations and Warranties




          Each Reaffirming Party hereby represents and warrants, which representations and warranties
shall survive execution and delivery of this Agreement, as follows:




          Organization. Other than with respect to the Alabama Subsidiaries (as defined in the First
Amendment and subject to the First Amendment), such Reaffirming Party is duly organized and validly
existing in good standing under the laws of the jurisdiction of its formation.




          Authority; Enforceability. Such Reaffirming Party has the power and authority to execute,
deliver and carry out the terms and provisions of this Agreement and has taken all necessary
corporate or other action to authorize the execution, delivery and performance by it of this
Agreement. Such Reaffirming Party has duly executed and delivered this Agreement, and this
Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.




          Credit Documents. The representations and warranties of such Reaffirming Party contained in
each Credit Document (a) that are qualified as to materiality or Material Adverse Effect are true
and correct and (b) that are not so qualified are true and correct in all material respects, in
each case on and as of the date hereof (other than with respect to any representation and warranty
that expressly relates to an earlier date, in which case such representation and warranty is true
and correct, or true and correct in all material respects, as the case may be, as of such earlier
date).




Miscellaneous




          Notices. All notices and other communications hereunder shall be made at the addresses, in
the manner and with the effect provided in Section 13.03 of the Amended Credit Agreement.




          Expenses. Each Reaffirming Party agrees to pay all reasonable costs, fees and expenses
incurred by the Administrative Agent or any Lender in collecting or enforcing any Reaffirming
Party’s obligations under this Agreement to the extent required under Section 13.01 of the Amended
Credit Agreement.




          Collateral Document. This Agreement is a “Credit Document” executed pursuant to the Amended
Credit Agreement and shall (unless otherwise expressly




 









 





23


indicated herein) be construed, administered and applied in accordance with the terms and
provisions thereof.




          Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.




          No Novation. Neither this Agreement nor the execution, delivery or effectiveness of the First
Amendment shall extinguish the obligations for the payment of money outstanding under the Credit
Agreement. Nothing herein contained shall be construed as a substitution or novation of the
obligations outstanding under the Credit Agreement or instruments securing the same, which shall
remain in full force and effect, except to any extent modified hereby or by instruments executed
concurrently herewith, including the First Amendment. Nothing implied in this Agreement, the First
Amendment or in any other document contemplated hereby or thereby shall be construed as a release
or other discharge of the Borrower or any Subsidiary Guarantor under any Credit Document from any
of its obligations and liabilities as the “Borrower” or a “Subsidiary Guarantor” under the Credit
Agreement or the Credit Documents. Each of the Amended Credit Agreement and the Credit Documents
shall remain in full force and effect, until (as applicable) and except to any extent modified
hereby or by the First Amendment or in connection herewith and therewith.




          Applicable Law; Waiver of Jury Trial. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.




          EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 13.08 OF THE CREDIT AGREEMENT AS IF
SUCH SECTIONS WERE SET FORTH IN FULL HEREIN.




          Counterparts; Amendment. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or
electronic transmission shall be effective as delivery of a manually executed counterpart of this
Agreement. This Agreement may not be amended nor may any provision hereof be waived except
pursuant to a writing signed by each of the parties hereto.




          Headings. The Section headings used herein are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be taken into consideration
in interpreting, this Agreement.




[Signature Page Follows]




 









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.




	 	 	 	 	 
	 	FLOWERS FOODS, INC.

 	 
	 	By:  	/s/ Stephen Avera
 	 
	 	 	Name:  	Stephen Avera 	 
	 	 	Title:  	Secretary and General Counsel 	 



 









 




2

	 	 	 	 	 



	 	 	 	 	 
	 	BAILEY STREET BAKERY, LLC

FLOWERS BAKING CO. OF BIRMINGHAM, LLC (f/k/a Flowers Bakery of Birmingham, LLC)

FLOWERS BAKING CO. OF OPELIKA, LLC

FLOWERS BAKING CO. OF TUSCALOOSA, LLC

FLOWERS BAKING CO. OF BATESVILLE, LLC

FLOWERS BAKING CO. OF PINE BLUFF, LLC

FLOWERS BAKING CO. OF BRADENTON, LLC

FLOWERS BAKING CO. OF JACKSONVILLE, LLC

FLOWERS BAKING CO. OF MIAMI, LLC

FLOWERS BAKING CO. OF MCDONOUGH, LLC

FLOWERS BAKING CO. OF THOMASVILLE, LLC

FLOWERS BAKING CO. OF TUCKER, LLC

FLOWERS BAKING CO. OF TYLER, LLC

FLOWERS BAKING CO. OF VILLA RICA, LLC

FLOWERS FOODS BAKERIES GROUP, LLC

FLOWERS BAKING CO. OF BATON ROUGE, LLC

FLOWERS BAKING CO. OF LAFAYETTE, LLC

FLOWERS BAKING CO. OF NEW ORLEANS, LLC

FLOWERS BAKING CO. OF JAMESTOWN, LLC

FRANKLIN BAKING COMPANY, LLC

FLOWERS FINANCE, LLC

FLOWERS BAKING CO. OF NEWTON, LLC

FLOWERS BAKING CO. OF MORRISTOWN, LLC

FLOWERS BAKING CO. OF NASHVILLE, LLC

WEST TENNESSEE BAKING CO., LLC

FLOWERS BAKING CO. OF DENTON, LLC

FLOWERS BAKING CO. OF EL PASO, LLC

FLOWERS BAKING CO. OF HOUSTON, LLC

FLOWERS BAKING CO. OF SAN ANTONIO, LLC

FLOWERS BAKING CO. OF LYNCHBURG, LLC

DERST BAKING COMPANY, LLC

FLOWERS BAKERY OF MONTGOMERY, LLC

 	 
	 	By:  	/s/ Stephanie Tillman
 	 
	 	 	Name:  	Stephanie Tillman 	 
	 	 	Title:  	Assistant Secretary 	 
	 





 









 




3

	 	 	 	 	 
	 	FLOWERS BAKERY OF ATLANTA, LLC

FLOWERS BAKERY OF SUWANEE, LLC

FLOWERS FOODS SPECIALTY GROUP, LLC

FLOWERS SPECIALTY FOODSERVICE SALES, LLC

FLOWERS BAKERY OF LONDON, LLC

FLOWERS BAKERY OF CLEVELAND, LLC

FLOWERS BAKERY OF CROSSVILLE, LLC

FLOWERS BAKERY OF FORT SMITH, LLC

FLOWERS BAKERY OF TEXARKANA, LLC

FLOWERS BAKERY OF WINSTON-SALEM, LLC

FLOWERS BAKERIES BRANDS, INC.

FLOWERS SPECIALTY SNACK SALES, INC.

FLOWERS BAKING CO. OF NORFOLK, LLC

FLOWERS BAKING CO. OF WEST VIRGINIA, LLC

STORCK BAKING COMPANY, LLC

FLOWERS BAKING CO. OF TEXAS, LLC

LEELAND BAKING CO., LLC

THE DONUT HOUSE, LLC

 	 
	 	By:  	/s/ Stephanie Tillman
 	 
	 	 	Name:  	Stephanie Tillman 	 
	 	 	Title:  	Assistant Secretary 	 
	 





 









 





4

	 	 	 	 	 
	 	FLOWERS BAKING CO. OF FLORIDA, LLC

TABLE PRIDE, LLC

FLOWERS BAKING CO. OF MEMPHIS, LLC

FLOWERS FROZEN DESSERTS, LLC

FLOWERS FROZEN DESSERTS OF PEMBROKE, LLC

FLOWERS FROZEN DESSERTS SALES GROUP, LLC

FLOWERS FOIL COMPANY, LLC

FLOWERS FROZEN DESSERTS OF PENNSYLVANIA, LLC

FLOWERS FROZEN DESSERTS OF SPARTANBURG, LLC

FLOWERS FROZEN DISTRIBUTORS, LLC

FLOWERS SPECIALTY BRANDS, INC.

FLOWERS FROZEN DESSERTS OF STILWELL, LLC

FLOWERS BAKING CO. OF KENTUCKY, LLC

 	 
	 	By:  	/s/ Stephanie Tillman
 	 
	 	 	Name:  	Stephanie Tillman 	 
	 	 	Title:  	Secretary 	 
	 





 









 





5

	 	 	 	 	 
	 	CORPUS CHRISTI BAKING CO. LLC

AUSTIN BAKING CO., LLC

SAN ANTONIO BAKING CO., LLC

 	 
	 	By:  	/s/ Stephanie Tillman
 	 
	 	 	Name:  	Stephanie Tillman 	 
	 	 	Title:  	Secretary and Treasurer 	 
	 





 









 





6

	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,



as Administrative Agent

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