TREEHOUSE FOODS, INC. (a Delaware corporation) 2,350,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • February 24th, 2010 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
TreeHouse Foods, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Morgan Stanley & Co. Incorporated are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 352,500 additional shares of Common Stock to cover overallotments, if any. The
TREEHOUSE FOODS, INC. PURCHASE AGREEMENT dated February 19, 2010 Banc of America Securities LLC Wells Fargo Securities, LLCPurchase Agreement • February 24th, 2010 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
TreeHouse Foods, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $400,000,000.00 principal amount of its 7.750% Senior Notes due 2018 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture dated as of the Closing Time (as defined in Section 3 hereof) (the “Base Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of the Closing Time (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indentu
