0001193125-14-344501 Sample Contracts

THE WHITEWAVE FOODS COMPANY Underwriting Agreement
Underwriting 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”).

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Standard Contracts

The WhiteWave Foods Company, The Guarantors party hereto and Wells Fargo Bank, National Association, as Trustee First Supplemental Indenture Dated as of September 17, 2014 $500,000,000 aggregate principal amount of 5.375% Senior Notes due 2022
First Supplemental Indenture • September 17th, 2014 • WHITEWAVE FOODS Co • Dairy products • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 17, 2014, among The WhiteWave Foods Company, a Delaware corporation (the “Company”), each Guarantor party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).

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