TREEHOUSE FOODS, INC. UNDERWRITING AGREEMENT dated February 25, 2014 Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • March 3rd, 2014 • 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 “Representative”) are acting as sole representative, $400,000,000 principal amount of its 4.875% Senior Notes due 2022 (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 March 2, 2010, among the Company, Bay Valley Foods, LLC, a Delaware limited liability company, EDS Holdings, LLC, a Delaware limited liability company, and Wells Fargo Bank, National Association, as trustee (the “Trustee”) (the “Base Indenture”). Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of the Closing Time, among the Compa
