Dean Foods Company Underwriting AgreementDean Foods Co/ • May 17th, 2006 • Ice cream & frozen desserts • New York
Dean Foods Company, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, the principal amount of its securities identified in Schedule I hereto (the “Notes”), to be issued under an indenture dated as of May 15, 2006, between the Company, the subsidiary guarantors listed therein (individually each a “Guarantor” and collectively the “Guarantors”), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”) as supplemented by a supplemental indenture to be dated as of the Closing Date (as defined herein), between the Company, the Guarantors and the Trustee (the indenture, as so supplemented, the “Indenture”). The Notes will be fully and unconditionally guaranteed on a senior basis, jointly and severally, by the Guarantors (the “Guarantees”). The Notes, as guaranteed, are referred to as the
