0000950133-05-002773 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • June 23rd, 2005 • Dean Foods Co/ • Ice cream & frozen desserts

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) executed as of June 22, 2005 by and among Dean Holding Company, a Delaware corporation (formerly, Dean Foods Company) (the “Company”), Dean Pickle and Specialty Products Company, a Wisconsin corporation (“Dean Pickle”) and U.S. Bank National Association (as successor to Bank of America Illinois), as Trustee (the “Trustee”).

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Memorandum of Amendment
Dean Foods Co/ • June 23rd, 2005 • Ice cream & frozen desserts

This memorandum is intended to amend that certain Employment Agreement dated as of January 27, 2005 (the “Employment Agreement”) by and between TreeHouse Foods, Inc., f/k/a Dean Specialty Foods Holdings, Inc. (the “Company”), and you pursuant to Section 10(k) of the Employment Agreement. This memorandum is further intended to amend that certain Stockholders Agreement dated as of January 27, 2005 (the “Stockholders Agreement”) among the Company, Dean Foods Company, all of you and certain other individuals who may become a party thereto, pursuant to Section 12 of the Stockholders Agreement.

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