FLOWERS FOODS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2012 • Flowers Foods Inc • Food and kindred products • New York
Flowers Foods, Inc., a Georgia corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representatives (the “Representatives”), $400,000,000 aggregate principal amount of its 4.375% Senior Notes due April 1, 2022 (the “Notes”). The respective principal amounts of the Notes to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Notes are to be issued under an indenture, to be dated as of April 3, 2012 (together with the officer’s certificate establishing the terms of the Notes, the “Indenture”), by and between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).
ContractFlowers Foods Inc • April 3rd, 2012 • Food and kindred products • New York
THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”). THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF; ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
FLOWERS FOODS, INC. OFFICER’S CERTIFICATE APRIL 3, 2012Flowers Foods Inc • April 3rd, 2012 • Food and kindred products
Reference is made to the Indenture dated as of April 3, 2012, by and between Flowers Foods, Inc. (the “Company”) and Wells Fargo Bank, National Association, as Trustee (the “Indenture”), and the Underwriting Agreement dated March 29, 2012 (the “Underwriting Agreement”), by and among the Company and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Underwriters named therein, relating to the offer and sale by the Company of $400,000,000 aggregate principal amount of its 4.375% Senior Notes due 2022. Capitalized terms used but not otherwise defined in this Certificate or the exhibits thereto shall have the respective meanings given such terms in the Indenture. The undersigned Executive Vice President and Chief Financial Officer, R. Steve Kinsey, hereby certifies pursuant to Section 203 of the Indenture that, on behalf of the Company, there is hereby established a Series of Notes (as that term is defined the Indenture), the ter
