THE WHITEWAVE FOODS COMPANY [ ] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products • New York
CREDIT AGREEMENT Dated as of October 12, 2012 among THE WHITEWAVE FOODS COMPANY, as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as...Credit Agreement • October 17th, 2012 • WHITEWAVE FOODS Co • Dairy products • New York
This CREDIT AGREEMENT is entered into as of October 12, 2012 among THE WHITEWAVE FOODS COMPANY, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 17th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2012 by and between The WhiteWave Foods Company, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AGREEMENT AND PLAN OF MERGER by and among THE WHITEWAVE FOODS COMPANY, DANONE S.A., and JULY MERGER SUB INC. Dated as of July 6, 2016Merger Agreement • July 7th, 2016 • WHITEWAVE FOODS Co • Dairy products • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 6, 2016, is by and among THE WHITEWAVE FOODS COMPANY, a Delaware corporation (the “Company”), DANONE S.A., a société anonyme organized under the laws of France (“Parent”) and JULY MERGER SUB INC., a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
THE WHITEWAVE FOODS COMPANY [—] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • July 10th, 2013 • WHITEWAVE FOODS Co • Dairy products • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of The WhiteWave Foods Company, a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares (the “Underwritten Shares”) of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”). Dean Foods Company, a Delaware corporation (“Dean Foods”), holds as of the date hereof an aggregate of 34,400,000 shares of Class A Common Stock and no shares of Class B common stock, par value $0.01 per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). The Selling Stockholders also propose to sell to the Underwriters, at the option of the Underwriters, up to an additional [—] shares of Class A Common Stock (the “Option Shares”) solely to cover over-allotments. The U
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 2nd, 2014 • WHITEWAVE FOODS Co • Dairy products • New York
This CREDIT AGREEMENT is entered into as of October 12, 2012 among THE WHITEWAVE FOODS COMPANY, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2015 • WHITEWAVE FOODS Co • Dairy products • New York
This CREDIT AGREEMENT is entered into as of October 12, 2012 among THE WHITEWAVE FOODS COMPANY, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
THE WHITEWAVE FOODS COMPANY FOR U.S. EXECUTIVE OFFICERSRestricted Stock Unit Award Agreement • August 7th, 2015 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS AWARD AGREEMENT (this “Agreement”), effective as of the date indicated on the Notice of Grant delivered herewith (the “Notice of Grant”), is made and entered into by and between The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of October 25, 2012, between Dean Foods Company, a Delaware corporation (“Dean Foods”), and The WhiteWave Foods Company, a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
EMPLOYMENT AGREEMENT, dated as of December 4, 2012 to be effective as of October 26, 2012, by and between Dean Foods Company, a Delaware corporation (the “Parent”), The WhiteWave Foods Company, a Delaware corporation (the “Company”), and Kelly J. Haecker (“Executive”).
THE WHITEWAVE FOODS COMPANY FOR U.S. EXECUTIVE OFFICERSNon-Qualified Stock Option Agreement • August 7th, 2015 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS AWARD AGREEMENT (this “Agreement”), effective as of the date indicated on the Notice of Grant delivered herewith (the “Notice of Grant”), is made and entered into by and between The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 17th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of [Date], by and between DEAN FOODS COMPANY, a Delaware corporation (together with its subsidiaries, the “Company”), and «Executive» (the “Executive”).
Amendment To the Amended and Restated Change in Control AgreementChange in Control Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
WHEREAS, Dean Foods Company, a Delaware Corporation (the “Company”) and Gregg L. Engles (the “Executive”) have previously entered into an Amended and Restated Change in Control Agreement (the “Change in Control Agreement”);
AMENDED AND RESTATED TAX MATTERS AGREEMENTTax Matters Agreement • May 9th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS AMENDED AND RESTATED TAX MATTERS AGREEMENT (this “Agreement”) dated as of May 1, 2013 is made and entered into by Dean Foods Company, a Delaware corporation (“Dean Foods”), on behalf of itself and the Dean Foods Affiliates (as defined below), and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”), on behalf of itself and the WhiteWave Affiliates (as defined below).
THE WHITEWAVE FOODS COMPANYPhantom Shares Award Agreement • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
This AGREEMENT (this “Agreement”), effective as of the date indicated on the Notice of Grant delivered herewith (the “Notice of Grant”), is made and entered into by and between The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
AMENDED AND RESTATED CO-PACKING AGREEMENTCo-Packing Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS AMENDED AND RESTATED CO-PACKING AGREEMENT (“Agreement”), dated December 2, 2012, but effective as of the Effective Date (as defined below), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“Buyer”), and Morningstar Foods, LLC, a Delaware limited liability company, on the other hand (“Supplier”).
THE WHITEWAVE FOODS COMPANYDirector’s Non-Qualified Stock Option Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS AGREEMENT (the “Agreement”), effective as of the date indicated on the attached Notice of Grant, is made and entered into by and between The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the cover page of this Agreement (“you”).
EMPLOYEE MATTERS AGREEMENT by and between Dean Foods Company The WhiteWave Foods Company and WWF Operating Company dated as of October 25, 2012Employee Matters Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Texas
This Employee Matters Agreement (this “Agreement”) dated as of October 25, 2012, is made and entered by and among Dean Foods Company, a Delaware Corporation (“Dean Foods”), The WhiteWave Foods Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WhiteWave”) and WWF Operating Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WWF Operating Company” and together with WhiteWave, the “WhiteWave Companies”).
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2012, by and among Dean Foods Company, a Delaware corporation (“Dean Foods”), The WhiteWave Foods Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WhiteWave”), and WWF Operating Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WWF Operating Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.
FOR TRANSLATION PURPOSES ONLY – ORIGINAL AGREEMENT TO BE EXECUTED IN DUTCH AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2012 • WHITEWAVE FOODS Co • Dairy products
WHEREAS ALPRO N.V. has been converted into a commanditaire vennootschap op aandelen under Belgian corporate law by decision of an extraordinary shareholders meeting.
CO-PACKING AGREEMENTCo-Packing Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS CO-PACKING AGREEMENT (“Agreement”), dated August 2, 2012, but effective as of the Effective Date (as defined below), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“Buyer”), and Suiza Dairy Group, LLC, a Delaware limited liability company and Dean Dairy Holdings, LLC, a Delaware limited liability company, on the other hand (collectively with each of their wholly-owned subsidiaries other than Buyer, “Supplier”).
Amendment To the Amended and Restated Change in Control AgreementChange in Control Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
WHEREAS, Dean Foods Company, a Delaware Corporation (the “Company”) and Roger E. Theodoredis (the “Executive”) have previously entered into an Amended and Restated Change in Control Agreement (the “Change in Control Agreement”);
THE WHITEWAVE FOODS COMPANY Underwriting AgreementUnderwriting Agreement • September 17th, 2014 • WHITEWAVE FOODS Co • Dairy products • New York
The WhiteWave Foods Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $500,000,000 principal amount of its 5.375% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of September 12, 2014 (the “Base Indenture”) among the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended by a Supplemental Indenture to be dated as of September 12, 2014, among the Company, the guarantors listed on Schedule 2 hereto (the “Guarantors”) and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), and will be guaranteed on a senior basis by each of the Guarantors (the “Guarantees”).
AMENDMENT 1 TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
THIS AMENDMENT 1 TO TRANSITION SERVICES AGREEMENT (this “Amendment”), is dated November 20, 2012 is by and between Dean Foods Company, a Delaware corporation, (“Dean Foods”) and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”).
AMENDMENT 2 TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
THIS AMENDMENT 2 TO TRANSITION SERVICES AGREEMENT (this “Amendment”), dated as of December 28, 2012 but effective as of October 31, 2012, is by and between Dean Foods Company, a Delaware corporation, (“Dean Foods”) and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2015 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into and effective as of August 27, 2015 (the “Effective Date”), by and between Dean Foods Company, a Delaware corporation (“Dean Foods”), The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”), and Edward F. Fugger (the “Executive”).
PRODUCT SALES AND DISTRIBUTION AGREEMENTProduct Sales and Distribution Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS PRODUCT SALES AND DISTRIBUTION AGREEMENT (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between Suiza Dairy Group, LLC, a Delaware limited liability company and Dean Dairy Holdings, LLC, a Delaware limited liability company, on the one hand (collectively with each of their wholly-owned subsidiaries other than Seller, “Buyer”) and WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the other hand (“Seller”).
THE WHITEWAVE FOODS COMPANY CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 9th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into as of May 1, 2013, by and between The WhiteWave Foods Company, a Delaware corporation (together with its subsidiaries, the “Company”), and [ ] (the “Executive”), and will be effective as of the Distribution Effective Date (as defined below).
LAND O’ LAKES TRANSITIONAL SALES AGREEMENTTransitional Sales Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS LAND O’ LAKES TRANSITIONAL SALES AGREEMENT (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“Buyer”) and Morningstar Foods, LLC, a Delaware limited liability company, on the other hand (“Seller”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG WWF OPERATING COMPANY; BLOCKER MERGER SUB INC.; TIERRA MERGER SUB, LLC; EB SAV INC.; EARTHBOUND HOLDINGS I, LLC; AND HM EARTHBOUND LLC (solely in its capacity as the Sellers’ Representative) AND THE WHITEWAVE...Merger Agreement • January 8th, 2014 • WHITEWAVE FOODS Co • Dairy products • Delaware
TRANSITIONAL SALES AGREEMENTTransitional Sales Agreement • October 19th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS TRANSITIONAL SALES AGREEMENT (“Agreement”), dated August 1, 2012, but effective as of the Effective Date (as defined below), is by and between Morningstar Foods, LLC a Delaware limited liability company, on the one hand (“Buyer”) and WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the other hand (“Seller”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 19th, 2013 • WHITEWAVE FOODS Co • Dairy products
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of October 25, 2012, between Dean Foods Company, a Delaware corporation (“Dean Foods”), and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”).
THE WHITEWAVE FOODS COMPANY FOR NON-U.S. EXECUTIVE OFFICERSNon-Qualified Stock Option Agreement • August 7th, 2015 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS AWARD AGREEMENT, including any special terms and conditions for your country set forth in the appendix attached hereto (the “Appendix”), is effective as of the date indicated on the Notice of Grant delivered herewith (the “Notice of Grant”) (together, the “Agreement”), and is made and entered into by and between The WhiteWave Foods Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 17th, 2012 • WHITEWAVE FOODS Co • Dairy products • Delaware
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of , by and between WhiteWave Foods Company (the “Company”), and «Executive» (the “Executive”).
AMENDMENT TO COMMERCIAL AGREEMENTSCommercial Agreements • October 11th, 2012 • WHITEWAVE FOODS Co • Dairy products
THIS AMENDMENT TO COMMERCIAL AGREEMENTS (this “Amendment”), dated October 1, 2012, but effective as of the Effective Date (as defined in the Agreements), is by and between WWF Operating Company, a Delaware corporation (f/k/a WhiteWave Foods Company), on the one hand (“WW”), and Morningstar Foods, LLC, a Delaware limited liability company, on the other hand (“MS”).
