[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