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EXHIBIT 99.01
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT made this 23rd day of
January, 1998, by and among Flowers Industries, Inc., a Georgia corporation (the
"Company") and each of the holders (the "Holders") of the Notes (as defined in
that certain Note Purchase Agreement dated December 20, 1995 by and among the
Company and each of the Purchasers (the "Note Purchase Agreement"). Capitalized
terms not otherwise defined in this First Amendment to Note Purchase Agreement
shall have the meaning given them in the Note Purchase Agreement;
W I T N E S S E T H:
WHEREAS, the Company and the Holders have entered into the Note
Purchase Agreement;
WHEREAS, the parties hereto desire to amend the Note Purchase Agreement
to amend the ratio of Consolidated Total Debt to Total Capitalization;
WHEREAS, pursuant to Section 17.1 of the Note Purchase Agreement, the
Note Purchase Agreement may be amended with the written consent of the Company
and the Required Holders;
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises, agreements, representations, warranties and covenants hereinafter set
forth, and the sum of ten dollars and other good and valuable consideration, the
receipt and sufficiency of which is hereby specifically agreed to and
acknowledged, the Note Purchase Agreement is hereby amended as follows:
1. Section 10.3 of the Note Purchase Agreement is hereby amended by
deleting from such Section "65%" and substituting in lieu thereof "75%".
2. The foregoing amendment shall remain in effect until the earlier of
(i) the closing of a public offering of common stock by the Company or (ii)
December 31, 1998.
3. Except to the extent expressly amended herein, all terms and
conditions of the Note Purchase Agreement are hereby affirmed and shall remain
in full force and effect.
4. The Company hereby represents to the Holders that as of the date
hereof no Default or Event of Default exists under the Note Purchase Agreement;
5. This First Amendment to Note Purchase Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each party hereto has executed or caused this First
Amendment to Note Purchase Agreement to be executed on its behalf, all on the
day and year first above written.
FLOWERS INDUSTRIES, INC.
"Company"
By: /s/ X. X. Xxxx III
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Name: X. X. Xxxx III
Title: Senior Vice President
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SCHEDULE OF HOLDERS
ALLIED LIFE INSURANCE COMPANY
By: Lincoln Investment Management, Inc.,
Its Attorney-In-Fact
By: /s/ J. Xxxxxx Xxxxxx
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Name: J. Xxxxxx Xxxxxx
Title: Vice President
THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY
By: Lincoln Investment Management, Inc., its
Attorney-in-fact
By: /s/ J. Xxxxxx Xxxxxx
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Name: J. Xxxxxx Xxxxxx
Title: Vice President
LINCOLN-SECURITY LIFE INSURANCE COMPANY
By: Lincoln Investment Management, Inc., its
Attorney-in-Fact
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, Investments
SECURITY-CONNECTICUT LIFE INSURANCE
COMPANY
By: Lincoln Investment Management, Inc.,
its Attorney-in-Fact
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
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AMERICAN GENERAL LIFE INSURANCE
COMPANY and THE VARIABLE ANNUITY
LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Investment Officer
CUNA MUTUAL INSURANCE SOCIETY
By: Century Investment Management Co.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
EMPLOYERS LIFE INSURANCE COMPANY
OF WAUSAU
By: /s/ Xxxxx X. XxXxxxxxxx, Xx.
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Name: Xxxxx X. XxXxxxxxxx, Xx.
Title: Vice President, Fixed-Income Securities
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Managing Director
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METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Director
METROPOLITAN PROPERTY AND CASUALTY
INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
NATIONWIDE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. XxXxxxxxxx, Xx.
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Name: Xxxxx X. XxXxxxxxxx, Xx.
Title: Vice President, Fixed-Income Securities
NATIONWIDE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT OH
By: /s/ Xxxxx X. XxXxxxxxxx, Xx.
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Name: Xxxxx X. XxXxxxxxxx, Xx.
Title: Vice President, Fixed-Income Securities
UNITED OF OMAHA LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: First Vice President
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