FLOWERS FOODS INC
FIRST AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g70667ex10-1.txt
<DESCRIPTION>FIRST AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>   1
                                                                   EXHIBIT 10.1


                                 FIRST AMENDMENT

                  FIRST AMENDMENT (this "Amendment"), dated as of May 10, 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.

                                   WITNESSETH:

                  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:

I.       Amendments to the Credit Agreement

                  1.       Section 11 of the Credit Agreement is hereby amended
by inserting in the definition of "Consolidated EBITDA" appearing therein the
following new clause (w) immediately preceding clause (x) thereto:

                  "(w) change of control and severance payments made in cash on
the Initial Borrowing Date by the Borrower and its Subsidiaries in connection
with the Transaction, solely to the extent such payments are deducted in the
calculation of Consolidated Net Income for such period,".

                  2.       Section 11 of the Credit Agreement is hereby further
amended by amending the definition of "Applicable Margin" appearing therein by
(x) deleting (i) the reference to "2.00%" appearing in clause (ii)(x) thereof
and inserting a reference to "1.75%" in lieu thereof and (ii) the reference to
"3.00%" appearing in clause (ii)(y) thereof and inserting a reference to "2.75%"
in lieu thereof and (y) deleting (i) each reference to "3.00%" appearing in the
column entitled "B Term Loans maintained as Eurodollar Loans" appearing in the
table set forth therein and inserting references to "2.75%" in lieu thereof and
(ii) each reference to "2.00%" appearing in the column entitled "B Term Loans
maintained as Base Rate Loans" appearing in the table set forth therein and
inserting references to "1.75%" in lieu thereof.


<PAGE>   2

                  It is understood and agreed that the amendments contained in
this Section 2 shall be effective as of the First Amendment Effective Date and
that interest accruing in respect of B Term Loans prior to the First Amendment
Effective Date shall accrue in accordance with the terms of the Credit Agreement
prior to giving effect to this Amendment.

                  3.       Section 9.07(a) of the Credit Agreement is hereby
amended by inserting the text", but, in any event, shall not include Capital
Expenditures relating to the purchase of equipment under operating leases made
on the Initial Borrowing Date and constituting part of the Transaction"
immediately preceding the period at the end thereof.

                  4.       Section 13.12(a) of the Credit Agreement is hereby
amended by deleting the reference to "Section 13.19(b)" appearing in clause (x)
thereof and inserting a reference to "Section 13.19(c)" in lieu thereof.

II.      Waivers to the Credit Agreement

                  1.       The Lenders hereby (i) agree to extend the time for
completion of the post-closing items specified on Schedule IX to the Credit
Agreement to June 4, 2001 and (ii) waive any Default or Event of Default that
has arisen pursuant to Section 13.18 of the Credit Agreement solely as a result
of the non-completion of the actions described on Schedule IX to the Credit
Agreement prior to the date of this Amendment, it being understood that such
waiver shall be in effect only until June 4, 2001, at which time any failure to
comply with the requirements of said Section 13.18 shall become an immediate
Event of Default.

III.     Miscellaneous

                  1.       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.

                  2.       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.

                  3.       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.

                  4.       This Amendment shall become effective on the date
(the "First 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.


                                      -2-
<PAGE>   3

                  5.       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 First Amendment Effective Date, after giving
effect to this Amendment, and (ii) on the First 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).

                  6.       From and after the First 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.

                                      * * *


                                      -3-
<PAGE>   4

                  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.
                                       -----------------------------------------
                                       Name: Thomas B. Jones, Jr.
                                       Title: Treasurer

                                    BANKERS TRUST COMPANY,
                                      Individually and as Administrative Agent


                                    By: /s/ Scottye D. Lindsey
                                       -----------------------------------------
                                       Name: Scottye D. Lindsey
                                       Title: Vice President

                                    SUNTRUST BANK, Individually and as
                                      Syndication Agent


                                    By: /s/ Michael Pugsley
                                       -----------------------------------------
                                       Name: Michael Pugsley
                                       Title: Vice President


</TEXT>
</DOCUMENT>
