0001193125-15-061804 Sample Contracts

FLOWERS FOODS, INC.
Performance Stock Agreement • February 25th, 2015 • Flowers Foods Inc • Food and kindred products • Georgia

WHEREAS, (the “Grantee”) is a Participant in the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (the “Plan”) and is an employee of Flowers Foods, Inc. (the “Company”) or a Subsidiary; and

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SECOND AMENDMENT TO RECEIVABLES LOAN, SECURITY AND SERVICING AGREEMENT
Receivables Loan, Security and Servicing Agreement • February 25th, 2015 • Flowers Foods Inc • Food and kindred products • New York

THIS SECOND AMENDMENT TO RECEIVABLES LOAN, SECURITY AND SERVICING AGREEMENT dated as of December 17, 2014 (this “Amendment”) is entered into among FLOWERS FINANCE II, LLC, a Delaware limited liability company (the “Borrower”), FLOWERS FOODS, INC., a Georgia corporation (the “Servicer”), NIEUW AMSTERDAM RECEIVABLES CORPORATION, a Delaware corporation, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK”, NEW YORK BRANCH, as facility agent for the Nieuw Amsterdam Lender Group and as a Committed Lender, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK”, NEW YORK BRANCH, as administrative agent (the “Administrative Agent”) for each of the Lenders (as defined below).

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