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Exhibit 99.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is
dated as of the 16th day of July, 1999, by and among FLOWERS INDUSTRIES, INC.
(the "Borrower"), the BANKS listed on the signature pages hereof (collectively,
the "Banks"), WACHOVIA BANK, N.A., as Agent (the "Agent"), THE BANK OF NOVA
SCOTIA, as Documentation Agent (the "Documentation Agent"), and NATIONSBANK,
N.A., as Syndications Agent (the "Syndications Agent");
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Agent, the Documentation Agent
and the Syndications Agent executed and delivered that certain Amended and
Restated Credit Agreement, dated as of January 30, 1998, as amended by a First
Amendment to Credit Agreement dated as of September 24, 1998 (as so amended, the
"Credit Agreement");
WHEREAS, the Borrower has requested and the Banks, the Agent, the
Documentation Agent and the Syndications Agent have agreed to a certain
amendment to the Credit Agreement, subject to the terms and conditions hereof;
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrower, the Banks, the
Agent, the Documentation Agent and the Syndications Agent hereby covenant and
agree as follows:
1. Definitions. Unless otherwise specifically defined herein,
each term used herein which is defined in the Credit Agreement shall have the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date hereof refer to
the Credit Agreement as amended hereby.
2. Amendment to Section 5.17. Section 5.17 of the Credit
Agreement hereby is deleted in its entirety, and the following is substituted
therefor:
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SECTION 5.17. Adjusted Fixed Charges Coverage Ratio. At the
end of each Fiscal Quarter, commencing with the Fiscal Quarter ending
July 17, 1999, the ratio of Adjusted EBILT to Adjusted Consolidated
Fixed Charges shall at all times be greater than (i) for the Fiscal
Quarter ending July 17, 1999, 1.5 to 1.0, and (ii) for all Fiscal
Quarters thereafter, 2.0 to 1.0.
3. Substitution of New Compliance Certificate. Exhibit F to the
Credit Agreement hereby is modified by deleting par3 thereof and substituting
the following therefor:
3. Adjusted Fixed Charge Coverage Ratio (Section 5.17)
At the end of each Fiscal Quarter, commencing with the Fiscal
Quarter ending July 17, 1999, the ratio of Adjusted EBILT to
Adjusted Consolidated Fixed Charges shall at all times be
greater than (i) for the Fiscal Quarter ending July 17, 1999,
1.5 to 1.0, and (ii) for all Fiscal Quarters thereafter, 2.0
to 1.0.
(a) Adjusted Consolidated Net Income
Schedule 2 $
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(b) Adjusted Consolidated Interest
Expense - Schedule 2 $
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(c) payments on operating leases
and rental agreements $
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(d) taxes - Schedule 2 $
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(e) sum of (a) plus (b) plus (c)
plus (d) $
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(f) sum of (b) plus (c) $
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Ratio of (e) to (f)
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Requirement [> 1.5 to 1.0]
[> 2.0 to 1.0]
4. Restatement of Representations and Warranties. The Borrower
hereby restates and renews each and every representation and warranty heretofore
made by it in the Credit Agreement and the other Loan Documents as fully as if
made on the date hereof and with specific reference to this Second Amendment and
all other loan documents executed and/or delivered in connection herewith.
5. Effect of Amendment. Except as set forth expressly
hereinabove, all terms of the Credit Agreement and the other Loan Documents
shall be and remain in full force and effect, and shall constitute the legal,
valid, binding and enforceable obligations
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of the Borrower. The amendments contained herein shall be deemed to have
prospective application only, unless otherwise specifically stated herein.
6. Ratification. The Borrower hereby restates, ratifies and
reaffirms each and every term, covenant and condition set forth in the Credit
Agreement and the other Loan Documents effective as of the date hereof.
21. Counterparts. This Second Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which counterparts, taken together, shall constitute but one and the
same instrument.
7. Section References. Section titles and references used in this
Second Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto
evidenced hereby.
8. No Default. To induce the Agent and the Banks to enter into
this Second Amendment and to continue to make advances pursuant to the Credit
Agreement, the Borrower hereby acknowledges and agrees that, as of the date
hereof, and after giving effect to the terms hereof, there exists (i) no Default
or Event of Default and (ii) no right of offset, defense, counterclaim, claim or
objection in favor of the Borrower arising out of or with respect to any of the
Loans or other obligations of the Borrower owed to the Banks under the Credit
Agreement.
9. Further Assurances. The Borrower agrees to take such further
actions as the Agent shall reasonably request in connection herewith to evidence
the amendments herein contained to the Borrower.
10. Governing Law. This Second Amendment shall be governed by
and construed and interpreted in accordance with, the laws of the State of
Georgia.
11. Condition Precedent. This Second Amendment shall become
effective only upon execution and delivery of this Second Amendment by the
Borrower, the Agent and the Required Banks.
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IN WITNESS WHEREOF, the Borrower, the Agent and each of the Banks has
caused this Second Amendment to be duly executed, under seal, by its duly
authorized officer as of the day and year first above written.
FLOWERS INDUSTRIES, INC.,
as Borrower (SEAL)
By: /s/ ▇. ▇. ▇▇▇▇, III
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Title: Senior Vice President and
Chief Financial Officer
WACHOVIA BANK, N.A., THE BANK OF NOVA SCOTIA, as
as Agent and as a Bank (SEAL) Documentation Agent and as
a Bank (SEAL)
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Senior Vice President Title:
NATIONSBANK, N.A., as FIRST UNION NATIONAL BANK
Syndications Agent and as as a Bank (SEAL)
a Bank (SEAL)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ----------------------
---------------------------------- Title: Bank Officer
Title: Vice President
THE FIRST NATIONAL BANK SUNTRUST BANK, ATLANTA,
OF CHICAGO, as a Bank (SEAL) as a Bank (SEAL)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH,
as a Bank (SEAL)
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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