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
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