EX-10.12 SECOND AMENDMENT TO THE CREDIT AGREEMENT

EX-10.12 4 g81433exv10w12.txt EX-10.12 SECOND AMENDMENT TO THE CREDIT AGREEMENT [CONFORMED AS EXECUTED] EXHIBIT 10.12 SECOND AMENDMENT SECOND AMENDMENT (this "Amendment"), dated as of June 15, 2001, among FLOWERS FOODS, INC., a Georgia corporation (the "Borrower"), the Lenders party to the Credit Agreement referred to below (the "Lenders"), SUNTRUST BANK, as syndication agent (the "Syndication Agent"), and BANKERS TRUST COMPANY, as administrative agent (the "Administrative Agent" and, together with the Syndication Agent, the "Agents" and each, an "Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below. W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit Agreement, dated as of March 26, 2001 (as amended, modified, restated and/or supplemented through, but not including, the date hereof, the "Credit Agreement"); WHEREAS, the Borrower has requested, and the Agents and the Lenders have agreed to, the amendments and waivers provided herein on the terms and conditions set forth herein; NOW, THEREFORE, it is agreed: 1. Section 11 of the Credit Agreement is hereby amended by amending the definition of "Test Period" appearing therein by (i) deleting the first reference to "April 1, 2002" appearing therein and inserting a reference to "July 1, 2002" in lieu thereof and (ii) deleting the first reference to "March 31, 2001" appearing therein and inserting a reference to "June 30, 2001" in lieu thereof. 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 "Second Amendment Effective Date") when the Borrower and 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 the Administrative Agent at the Notice Office. 6. In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date, after giving effect to this Amendment, and (ii) on the Second Amendment Effective Date, after giving effect to this Amendment, all representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects only as of such specified date). 7. From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. This Amendment shall constitute a Credit Document for all purposes under the Credit Agreement and the other Credit Documents. * * * -2- IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. FLOWERS FOODS, INC. By: /s/ Thomas B. Jones, Jr. ------------------------------------- Title: Treasurer BANKERS TRUST COMPANY, Individually and as Administrative Agent By: /s/ Scottye D. Lindsey ------------------------------------- Title: Vice President SUNTRUST BANK, Individually and as Syndication Agent By: /s/ Michael Pugsley ------------------------------------- Title: Vice President AG FIRST FARM CREDIT BANK By: /s/ John W. Burnside, Jr. ------------------------------------- Title: Vice President LANDMARK CDO LIMITED By: Aladdin Asset Management LLC as Manager By: /s/ T. Eggoschasik ------------------------------------- Title: Vice President ALLIED IRISH BANKS, P.L.C. By: /s/ Rima Terradista ------------------------------------- Title: Vice President ALLSTATE LIFE INSURANCE COMPANY By: ------------------------------------- Title: By: ------------------------------------- Title: ARES LEVERAGED INVESTMENT FUND II, L.P. By: Ares Management II L.P. its General Partner By: /s/ David Sail ------------------------------------- Title: Unknown ARES IV CLO, LTD. By: ARES CLO Management IV, L.P., as Investment Manager By: ARES CLO GP IV, LLC, its Investment Manager By: /s/ David Sail ------------------------------------- Title: Unknown BAVARIA TRR CORPORATION By: ------------------------------------- Title: GRAYSTON CLO 2001-1 LTD. By: Bear Streans Asset Management, Inc. as its Collateral Manager By: ------------------------------------- Title: BANK HAPOALIM B.M. By: ------------------------------------- Title: THE BANK OF NOVA SCOTIA By: /s/ William E. Zarrett ------------------------------------- Title: Managing Director CHEVY CHASE FEDERAL SAVINGS BANK By: /s/ Carlos L. Heard ------------------------------------- Title: Assistant Vice President ELT LTD. By: ------------------------------------- Title: COBANK By: /s/ Brian J. Klatt ------------------------------------- Title: Vice President CREDIT LYONNAIS By: ------------------------------------- Title: By: ------------------------------------- Title: EATON VANCE CDO III By: Eaton Vance Management, as Investment Advisor By: ------------------------------------- Title: EATON VANCE CDO IV By: Eaton Vance Management, as Investment Advisor By: ------------------------------------- Title: EATON VANCE CDO V By: Eaton Vance Management, as Investment Advisor By: ------------------------------------- Name: Title: EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: ------------------------------------- Title: EATON VANCE GRAYSON & CO. By: Boston Management and Research, as Investment Advisor By: ------------------------------------- Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: ------------------------------------- Title: FARM CREDIT BANK OF WICHITA By: /s/ Patrick Zeka ------------------------------------- Title: Assistant Vice President FARM CREDIT SERVICES OF AMERICA By: /s/ Bruce P. Rouse ------------------------------------- Title: Vice President FLAGSHIP CLO-2001-1 By: /s/ James T. Anderson ------------------------------------- Title: Managing Director FRANKLIN CLO II, LTD. By: ------------------------------------- Title: FRANKLIN FLOAT RATE MASTER SERIES By: ------------------------------------- Title: FRANKLIN FLOATING RATE DAILY ACCESS FUND By: ------------------------------------- Title: APEX (IDM) CDO I, LTD. By: /s/ John W. Stelwagon ------------------------------------- Title: Managing Director FIRST UNION NATIONAL BANK By: /s/ Charles B. Edmondson ------------------------------------- Title: Vice President HARCH CLO I LIMITED By: /s/ Michael E. Lewitt ------------------------------------- Title: Authorized Signatory HARRIS TRUST AND SAVINGS BANK By: /s/ William R. Corya ------------------------------------- Title: Vice President THE INDUSTRIAL BANK OF JAPAN, LTD. By: /s/ James W. Masters ------------------------------------- Title: Senior Vice President RIVIERA FUNDING LLC By: /s/ Ann E. Morris ------------------------------------- Title: Assistant Vice President FLEET NATIONAL BANK As Trust Administrator For Long Lane Master Trust IV By: ------------------------------------- Title: THE MITSUBISHI TRUST AND BANKING CORPORATION By: ------------------------------------- Title: NATEXIS BANQUE POPULARIES By: ------------------------------------- Title: NUVEEN FLOATING RATE FUND | By: Nuveen senior Loan Asset Management, Inc. By: /s/ Lisa M. Mincheski ------------------------------------- Title: Managing Director NUVEEN FLOATING RATE FUND By: Nuveen senior Loan Asset Management, Inc. By: /s/ Lisa M. Mincheski ------------------------------------- Title: Managing Director OAK HILL CLO MANAGEMENT I, LLC as Investment Manager for Oak Hill Credit Partners I, Limited By: /s/ Scott D. Krase ------------------------------------- Title: Authorized Signatory OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities GenPar, L.P. its General Partner By: Oak Hill Securities MGP, Inc., its General Partner By: /s/ Scott D. Krase ------------------------------------- Title: Vice President OAK HILL SECURITIES FUND II, L.P. By: Oak Hill Securities GenPar II, L.P. its General Partner By: Oak Hill Securities MGP II, Inc., its General Partner By: /s/ Scott D. Krase ------------------------------------- Title: Vice President OPPENHEIMER SENIOR FLOATING RATE FUND By: ------------------------------------- Title: PILGRIM PRIME RATE TRUST By: Pilgrim Investments Inc., as its Investment Manager By: ------------------------------------- Title: PILGRIM SENIOR INCOME FUND By: Pilgrim Investments, Inc., as its investment manager By: ------------------------------------- Title: KZH LANGDALE LLC By: /s/ Virginia Conway ------------------------------------- Title: Authorized Agent COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A. RABOBANK INTERNATIONAL NEW YORK BRANCH By: /s/ Juliana Sagona Long ------------------------------------- Title: Vice President By: /s/ James S. Cunningham ------------------------------------- Title: Managing Director Chief Risk Manager REGIONS BANK By: /s/ James Schmalz ------------------------------------- Title: Vice President SANKATY HIGH YIELD PARTNER II, LP By: /s/ Tim Barns ------------------------------------- Title: Vice President SANKATY HIGH YIELD PARTNER III, LP By: /s/ Tim Barns ------------------------------------- Title: Vice President Sankaty Advisors, Inc. as Collateral Manager for GREAT POINT CLO 1999-1 LTD, as Term Lender By: /s/ Tim Barns ------------------------------------- Title: Vice President STANFIELD CLO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher A. Bondy ------------------------------------- Title: Partner STANFIELD ARBITRAGE CDO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher A. Bondy ------------------------------------- Title: Partner STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: ------------------------------------- Title: LIBERTY - STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND By: Stein Roe & Farnham Incorporated as Advisor By: ------------------------------------- Title: SRF TRADING, INC. By: ------------------------------------- Title: STEIN ROE - SRF 2000 LLC By: ------------------------------------- Title: STEIN ROE & FARNHAM CLO I LTD. By: ------------------------------------- Title: THE SUMITOMO TRUST & BANKING CO, LTD. By: ------------------------------------- Title: THERMOPYLAE FUNDING CORP. By: ------------------------------------- Title: TORONTO DOMINION (NEW YORK), INC. By: ------------------------------------- Title: TRANSAMERICA BUSINESS CREDIT By: ------------------------------------- Title: COLUMBUS LOAN FUNDING LTD. By: Travelers Asset Management International Company, LLC By: /s/ Tesresa M. Torrey ------------------------------------- Title: Second Vice President TRAVELERS CORPORATE LOAN FUND, INC. By: Travelers Asset Management International Company, LLC By: /s/ Tesresa M. Torrey ------------------------------------- Title: Second Vice President THE TRAVELERS INSURANCE COMPANY By: /s/ Tesresa M. Torrey ------------------------------------- Title: Second Vice President TRYON CLO LTD. 2000-1 By: /s/ John W. Stelwagon ------------------------------------- Title: Managing Director TYLER TRADING, INC. By: /s/ Johnny E. Graves ------------------------------------- Title: President