Indenture Officer's Certificate pursuant to Section 2.02 of the Indenture



 Exhibit 4.2 
 FLOWERS FOODS, INC. 
 OFFICER’S CERTIFICATE 

APRIL 3, 2012 
 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 terms of which shall be as follows: 

 

	 	(a)	Title: 4.375% Senior Notes due 2022 (the “2012 Notes”). 


 

	 	(b)	Principal Amount: $400,000,000. 

  

	 	(c)	Interest: Interest on the 2012 Notes will accrue from April 3, 2012 and will be payable semiannually in arrears on April 1 and October 1 of each
year, beginning October 1, 2012. 

  

	 	(d)	Form and Denominations: Fully-registered book-entry form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


  

	 	(e)	Form of Note: The 2012 Notes shall be in substantially the form attached hereto as Exhibit A (the “Form of Note”).


  

	 	(f)	Maturity: April 1, 2022. 

  

	 	(g)	Optional Redemption: Prior to January 1, 2022, the 2012 Notes are redeemable, in whole or in part, at the Company’s option at any time and from time to
time under the circumstances described and on the terms specified in the Form of Note attached hereto as Exhibit A. 

  

	 	(h)	Repurchase Upon Change of Control Triggering Event: If a Change of Control Triggering Event (as defined in the Form of Note) occurs, unless the Company has
exercised its right to redeem the 2012 Notes in whole, it will be required to make an offer to repurchase all, or any part (equal to $2,000 or an integral multiple thereof), of each Holder’s 2012 Notes under the circumstances described and on
the terms specified in the Form of Note attached hereto as Exhibit A under “Repurchase Upon Change to Control Triggering Event.” 









	 	(i)	Sinking Fund: None. 

  

	 	(j)	Purchase Price: 99.760% of principal amount of the 2012 Notes, plus accrued interest from April 3, 2012, if settlement occurs after that date.


  

	 	(k)	Place of Payment: Payments of principal and interest on the 2012 Notes will be made to The Depository Trust Company as the registered owner of the global
security. 

  

	 	(l)	Events of Default: Events of Default shall be set forth in Article 6 of the Indenture, as modified by the Form of Note attached hereto as Exhibit A under
“Events of Default and Remedies.” 

  

	 	(m)	Cross Default: If an Event of Default with respect to the 2012 Notes shall occur and be continuing, the principal of the 2012 Notes may be declared, and in
certain cases shall automatically become, due and payable in the manner and with the effect provided in the Indenture; provided that under Section 6.01(4)(A) and (B) of the Indenture, in each case, the principal amount of any such indebtedness,
together with the principal amount of any other such indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates to $50,000,000 or more. 


 

	 	(n)	Restrictive Covenants: As set forth in Article 4 of the Indenture and clauses (o) and (p) below. 


 

	 	(o)	Limitations on Liens: As set forth in the Form of Note attached hereto as Exhibit A under “Limitation on Liens”. 


 

	 	(p)	Limitations on Sale and Leaseback Transactions: As set forth in the Form of Note attached hereto as Exhibit A under “Limitations on Sale and
Leaseback Transactions”. 

  

	 	(q)	Defeasance: The Note shall be defeasible as provided in Article 8 of the Indenture, as modified by the Form of Note attached hereto as Exhibit A under
“Defeasance”. 

  

	 	(r)	Trustee: Wells Fargo Bank, National Association. 








 IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the date first
written above. 
  

			
	 FLOWERS FOODS, INC.

		
	By:	 	 /s/ R. Steve Kinsey

	Name:	 	R. Steve Kinsey
	Title:	 	 Executive Vice President and

Chief Financial Officer










 Exhibit A 

Form of Note