Execution Version TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of March 19, 2020, by and among (i) Dean Foods Company, a company organized under the laws of the State of Delaware whose...
Execution Version TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of March 19, 2020, by and among (i) Xxxx Foods Company, a company organized under the laws of the State of Delaware whose address is 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000 (“Seller”), (ii) each of the Subsidiaries of Seller listed on the signature pages hereto (together with Seller, the “Selling Entities”), and (iii) Dairy Farmers of America, Inc., a cooperative organized and existing under the laws of the State of Kansas (“Buyer”). The Buyer and the Selling Entities are sometimes collectively referred to herein as the “Parties” and each individually is sometimes referred to herein as a “Party”. RECITALS WHEREAS, on February 16, 2020, Buyer and the Selling Entities entered into an Asset Purchase Agreement (as amended, supplemented, or restated from time to time, the “Purchase Agreement”); and WHEREAS, in accordance with Section 12.01(a) of the Purchase Agreement, the Parties desire to terminate the Purchase Agreement. NOW, THEREFORE, in consideration of the foregoing, the Parties hereby agree as follows: AGREEMENT 1. Definitions. Capitalized terms used herein without definition have the meanings assigned to such terms in the Purchase Agreement. 2. Termination of Purchase Agreement. The Purchase Agreement is hereby terminated pursuant to Section 12.01(a) of the Purchase Agreement. 3. Miscellaneous. Section 14.09 of the Purchase Agreement is incorporated herein by reference as if set out fully herein and shall apply in all respects to this Termination Agreement, mutatis mutandis. 4. Conditions to Effectiveness. The effectiveness of this Termination Agreement is subject to the execution and delivery by the Parties of this Termination Agreement. 5. Counterparts and Delivery. This Termination Agreement may be executed in one (1) or more counterparts, each of which will be deemed to be an original of this Termination Agreement and all of which, when taken together, will constitute one and the same instrument. Notwithstanding anything to the contrary in Section 14.02 of the Purchase Agreement, delivery of an executed counterpart of a signature page to this Termination Agreement by email attachment will be effective as delivery of a manually executed counterpart of this Termination Agreement. [The remainder of this page is intentionally left blank.] US-DOCS\114640617.3
IN WITNESS WHEREOF, this Termination Agreement has been duly executed as of the date first written above. DAIRY FARMERS OF AMERICA, INC. By: Name: Xxxxxxx X. Xxxxx Title: President & Chief Executive Officer [Signature Page to Termination Agreement]
IN WITNESS WHEREOF, this Termination Agreement has been duly executed as of the date first written above. SELLING ENTITIES: XXXX FOODS COMPANY By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX-XXXX CERTIFIED DAIRY, LLC ~~ N. \j)ccteMctY1 By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary BERKELEY FARMS, LLC ~~ N. \j)ccteMctY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary CASCADE EQUITY REALTY, LLC ~~ N. \j)ccteMctY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary [Signature Page to Termination Agreement]
COUNTRY FRESH, LLC N. 'J)ccteMan By: ¥~ Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary DAIRY INFORMATION SYSTEMS HOLDINGS, LLC ~ N. 'J)ctleMClY) By: ¥ Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary DAIRY INFORMATION SYSTEMS, LLC ~ N. 'J)ctleMClY) By: ¥ Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX DAIRY HOLDINGS, LLC ~ N. 'J)ctleMClY) By: ¥ Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX EAST, LLC ~ N. 'J)ctleMClY) By: ¥ Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary [Signature Page to Termination Agreement]
XXXX EAST II, LLC ~~ N. \J)ccteMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX FOODS NORTH CENTRAL, LLC By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX FOODS OF WISCONSIN, LLC ~~ N. \J)ccteMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX HOLDING COMPANY By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX INTELLECTUAL PROPERTY SERVICES II, INC. ~ ~ N. \J)ccteMctY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary [Signature Page to Termination Agreement]
XXXX INTERNATIONAL HOLDING COMPANY By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX MANAGEMENT, LLC N. \J)ccteMan By: ~~ Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX PUERTO RICO HOLDINGS, LLC ~~ N. \J)ctleMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX SERVICES, LLC By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX TRANSPORTATION, INC. ~ ~ N. \J)ctleMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary [Signature Page to Termination Agreement]
XXXX XXXX, LLC ~ ~ N. \DccteMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXX XXXX II, LLC By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary DFC AVIATION SERVICES, LLC ~~ N. \DccteMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary DFC ENERGY PARTNERS, LLC N. \DccteMClY) By: ~~ Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary DFC VENTURES, LLC ~ ~ N. \DccteMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary [Signature Page to Termination Agreement]
DGI VENTURES, INC. N. \J)cctern\ctn By: ~~ Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary FRANKLIN HOLDINGS, INC. By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary FRIENDL Y'S ICE CREAM HOLDINGS CORP. By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary FRIENDLY'S MANUFACTURING AND RETAIL,LLC ~ ~ N. \J)cctern\ClY 1 By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary [Signature Page to Termination Agreement]
FRESH DAIRY DELIVERY, LLC ~ ~ N. \j)ccteMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary GARELICK FARMS, LLC ~ ~ N. \j)ccteMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXXXXXX DAIRY FARMS, LLC ~ ~ N. \j)ccteMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary MIDWEST ICE CREAM COMPANY, LLC By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary [Signature Page to Termination Agreement]
MODEL DAIRY, LLC ~~ N. \J)ccteMctY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXXXX DAIRY, LLC By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary XXXXXXX VENTURES, LLC ~~ N. \J)ccteMctY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary SHENANDOAH'S PRIDE, LLC By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary SOUTHERN FOODS GROUP, LLC ~~ N. \J)ccteMctY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary [Signature Page to Termination Agreement]
STEVE'S ICE CREAM, LLC By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary SUIZA DAIRY GROUP, LLC ~ ~ N. \j)ctleMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary TUSCAN/LEHIGH DAIRIES, INC. ~ ~ N. \j)ctleMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary VERIFINE DAIRY PRODUCTS OF SHEBOYGAN, LLC ~ ~ N. \j)ctleMClY) By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary [Signature Page to Termination Agreement]
DIPS LIMITED PARTNER II By: Delaware Trust Company, not in its individual capacity, but solely as Trustee By: Name: Xxxxxxxx Xxxxxxx Title: Assistant Vice President [Signature Page to Termination Agreement]
