AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKINGReceivables Purchase Agreement • July 1st, 2010 • Dean Foods Co • Ice cream & frozen desserts • Illinois
This Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 2, 2007, is among Dairy Group Receivables, L.P., a Delaware limited partnership (“Dairy Group”), Dairy Group Receivables II, L.P., a Delaware limited partnership (“Dairy Group II”), Morningstar Receivables, L.P., a Delaware limited partnership (“Morningstar Receivables”), WhiteWave Receivables, L.P., a Delaware limited partnership (“WhiteWave” and, together with Dairy Group, Dairy Group II and Morningstar Receivables, the “Sellers” and each a “Seller”), each of the parties listed on the signature pages hereof as a Servicer (the Servicers, together with the Sellers, the “Seller Parties,” and each a “Seller Party”), the entities listed on Schedule A to this Agreement under the heading “Financial Institution” (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), the entities listed on Schedule A to this Agreement under the heading “Company” (together with any
AMENDMENT AND RESTATEMENT AGREEMENT Dated as of June 30, 2010Amendment and Restatement Agreement • July 1st, 2010 • Dean Foods Co • Ice cream & frozen desserts • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 2, 2007, as amended and restated as of June 30, 2010 (as it may be amended or modified from time to time, this “Agreement”), among DEAN FOODS COMPANY, the Lenders party hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent and BMO CAPITAL MARKETS FINANCING, INC., BNP PARIBAS, COBANK, ACB, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH, CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, SOCIETE GENERALE, SUNTRUST BANK, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., THE ROYAL BANK OF SCOTLAND PLC and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
