FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of February 14, 2014, 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”). 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 First Amendment. References to Sections or Schedules are references to Sections of, or Schedules to, the Credit Agreement, as applicable, unless otherwise stated.

W I T N E S S E T H:

WHEREAS, the parties hereto are parties to a Credit Agreement, dated as of 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 and the Administrative Agent; 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:

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

(a) The definition of “Applicable Margin” appearing in Section 11.01 of the Credit Agreement is hereby amended by replacing in its entirety the first paragraph thereof and the pricing table appearing therein with the following:

“Applicable Margin” shall mean (a) from and after the First Amendment Effective Date until the date 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, a percentage per annum equal to (i) as to any Base Rate Loans, 0.75% and (ii) any Eurodollar Loans, 1.75% and (b) 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, the Applicable Margins for all Term 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 Term Loans maintained as Base Rate Loans				Applicable Margin for Term Loans maintained as Eurodollar Loans
Equal to or less than 0.50:1.00			0.00	%			1.00	%
Greater than 0.50:1.00 but less than or equal to 1.00:1.00			0.125	%			1.125	%
Greater than 1.00:1.00 but less than or equal to 1.50:1.00			0.25	%			1.25	%
Greater than 1.50:1.00 but less than or equal to 1.75:1.00			0.375	%			1.375	%
Greater than 1.75:1.00 but less than or equal to 2.25:1.00			0.50	%			1.50	%
Greater than 2.25:1.00 but less than or equal to 2.75:1.00			0.75	%			1.75	%
Greater than 2.75:1.00			1.25	%			2.25	%

(b) Section 11.01 of the Credit Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definitions:

“First Amendment” shall mean that certain First Amendment to this Agreement, dated as of February 14, 2014, by and among the Borrower, the Lenders party thereto and the Administrative Agent.

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

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

(d) Section 1.10(c) of the Credit Agreement is hereby amended by inserting the word “liquidity” after the words “capital adequacy,” and before the words “or any change in interpretation or administration thereof”.

II. Conditions Precedent to Effectiveness.

This First Amendment shall become effective on the date (the “First 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 First Amendment shall not become effective and shall be of no force or effect with respect to the Credit Agreement:

1. The Borrower, the Administrative Agent 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.

2. The Administrative Agent shall have received favorable customary legal opinion of Xxxxx Day, counsel to the Credit Parties addressed to the Administrative Agent and each of the Lenders party to the Credit Agreement on the First Amendment Effective Date and dated the First Amendment Effective Date covering such matters incidental to this First Amendment and the transactions contemplated hereby as the Administrative Agent may reasonably request.

3. 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 First Amendment, certified as of the First 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.

4. All of the representations and warranties made pursuant to Part III hereof shall be true and correct in all material respects on the First Amendment Effective Date, both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First 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).

5. 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.

6. 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.

7. 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 “Term Loan Consent Deadline”), a non-refundable consent fee payable in Dollars in an amount equal to 0.05% of the Term Loan Commitment of each such existing Lender in effect as of the First Amendment Effective Date and in connection with each new Lender, the rate separately agreed with such new Lender.

8. 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.

9. The Administrative Agent shall have received such other documents, information or agreements regarding the Borrower as the Administrative Agent shall reasonably request.

III. 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 First Amendment:

1. The execution, delivery and performance of this First Amendment has been duly authorized by all necessary action on the part of the Borrower.

2. This First 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.

3. 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 First Amendment Effective Date, both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First 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).

4. No Default or Event of Default has occurred and is continuing.

5. 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.

6. This First 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.

IV. General Provisions.

1. Governing Law. THIS FIRST 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.

2. Execution in Counterparts. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which 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 First Amendment by facsimile or other electronic transmission shall have the same effect as delivery of a manually executed counterpart of this First Amendment.

3. 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.

4. Successors; Assignment. The terms of this First 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.

5. Effect on Credit Documents. (i) Except as expressly set forth herein, this First 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.

6. Reference to Amendment. On and after the First 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 First Amendment shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents.

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

0000 Xxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Secretary and General Counsel				FLOWERS FOODS, INC.
				By:		/s/ R. Xxxxx Xxxxxx Name: R. Xxxxx Xxxxxx Title: Executive Vice President and           Chief Financial Officer

[Signature Page to First Amendment to Flowers Term Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and a Lender
By:		/s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President
By:		/s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director

[Signature Page to First Amendment to Flowers Term Credit Agreement]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
Bank of America, N.A.
By:		/s/ Xxxxx X. Xxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxx
		Title: Managing Director

[Signature Page to First Amendment to Flowers Term Credit Agreement]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
BRANCH BANKING AND TRUST COMPANY
By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: SeniorVice President

[Signature Page to First Amendment to Flowers Term Credit Agreement]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
COÖOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH
By:		/s/ Vikram Malkanl
		Name: Vikram Malkanl
		Title: Managing Director
By:		/s/ Xxxxx X. Xxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxx
		Title: Managing Director

[Signature Page to First Amendment to Flowers Term Credit Agreement]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT REGIONS BANK
By:		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Executive Vice President

[Signature Page to First Amendment to Flowers Term Credit Agreement]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
The Northern Trust Company,
By:		/s/ Xxxxxxx Xxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxx Xxxxxxx
		Title: SVP

[Signature Page to First Amendment to Flowers Term Credit Agreement]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
PNC Bank, National Association
By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Senior Vice President

[Signature Page to First Amendment to Flowers Term Credit Agreement

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
ROYAL BANK OF CANADA
By:		/s/ Xxxxxx XxxXxxxxx
		Name: Xxxxxx XxxXxxxxx
		Title: Authorized Signatory

[Signature Page to First Amendment to Flowers Term Credit Agreement

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
Xxxxx Fargo Bank, National Association
By:		/s/ Xxxxxxxx X. Xxxxxxxxxx
		Name: Xxxxxxxx X. Xxxxxxxxxx
		Title: Vice President

[Signature Page to First Amendment to Flowers Term Credit Agreement

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, 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/ Xxxxxx X. X’Xxxx
		Name: Xxxxxx X. X’Xxxx
		Title: Vice President

[Signature Page to First Amendment to Flowers Term Credit Agreement]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
CoBank, ACB
By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Vice President

[Signature Page to First Amendment to Flowers Term Credit Agreement]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
Farm Credit Services of America, PCA
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Vice President

[Signature Page to First Amendment to Flowers Term Credit Agreement]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
GreenStone Farm Credit Services, ACA/FLCA,
By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxx X. Xxxxxxx, Xx.
		Title: SVP/Managing Director

[Signature Page to First Amendment to Flowers Term Credit Agreement]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST ABOVE WRITTEN, TO THE CREDIT AGREEMENT, DATED AS OF APRIL 5, 2013, AMONG FLOWERS FOODS, INC., THE VARIOUS LENDERS PARTY THERETO AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
[INSERT LEGAL NAME OF INSTITUTION]
SunTrust Bank
By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Vice President

[Signature Page to First Amendment to Flowers Term Credit Agreement]