exv10w1



 





					
	 	 	 	 	 
	
	 	
	 	






Exhibit 10.1




March 1, 2007




Dean Foods Company

Senior Secured Credit Facilities

Commitment Letter




Dean Foods Company

2515 McKinney Avenue, Suite 1200

Dallas, Texas 75201




Attention: Tim Smith, Vice President and Treasurer




Ladies and Gentlemen:




     You (the “Borrower”) have requested that (i) J.P. Morgan Securities Inc.
(“JPMorgan”), Banc of America Securities LLC (“BAS”) and Wachovia Capital Markets,
LLC (collectively with JPMorgan and BAS, the “Lead Arrangers”) agree to structure, arrange
and syndicate senior secured credit facilities to the Borrower in an initial aggregate principal
amount of $4,800,000,000 (the “Facilities”) consisting of a $1,500,000,000 revolving credit
facility, a $1,500,000,000 tranche A term loan facility and a $1,800,000,000 tranche B term loan
facility, (ii) JPMorgan Chase Bank, National Association (“JPMCB”), Bank of America, N.A.
(“BOA”) and Wachovia Bank, National Association (“WB”; collectively with JPMCB and
BOA, the “Commitment Parties”) commit to provide the entire principal amount of the
Facilities and (iii) JPMCB agree to serve as the administrative agent, BOA agree to serve as the
syndication agent and WB agree to serve as a documentation agent, in each case for the Facilities.
We understand a portion of the proceeds of the Facilities shall be used to finance a special
dividend to the Borrower’s shareholders at $15 per share of the Borrower’s common stock and
otherwise in an amount of approximately $2,000,000,000 in the aggregate.



     The Lead Arrangers are pleased to advise you that they are willing to act as joint lead
arrangers for the Facilities, and JPMorgan and BAS are pleased to advise you that they are willing
to act as joint bookrunners for the Facilities (JPMorgan and BAS acting in such capacities, the
“Bookrunners”).



     Furthermore, (a) each of JPMCB and BOA is pleased to advise you of its several commitment to
provide 37.5% of the Facilities (75% of the Facilities in the aggregate) and (b) WB is pleased to
advise you of its several commitment to provide 25% of the Facilities, in each case upon the terms
and subject to the conditions set forth or referred to in this commitment letter (the
“Commitment Letter”) and in the Summary of Terms and Conditions attached hereto as
Exhibit A (the “Term Sheet”).



     It is agreed that JPMCB will act as the sole and exclusive Administrative Agent, that BOA
will act as the sole and exclusive Syndication Agent, that WB will act as a documentation agent,
that the Lead Arrangers will act as joint lead arrangers for the Facilities and that JPMorgan and
BAS will act as joint bookrunners for the Facilities. You agree that no other agents, co-agents or
arrangers will be appointed, no other titles will be awarded and no compensation (other than that
expressly contemplated by the Term Sheet and the Fee Letters referred to below) will be paid in
connection with the Facilities unless you and the Bookrunners shall so agree.



 









 





     The Bookrunners intend to syndicate the Facilities (including, in the Bookrunners’ discretion,
all or part of each Commitment Party’s commitment hereunder) to a syndicate of financial
institutions identified by the Bookrunners in consultation with you (the “Lenders”). The
Bookrunners intend to commence syndication efforts promptly upon the execution of this Commitment
Letter, and you agree actively to assist us in completing a syndication mutually satisfactory to
you and us. Such assistance shall include (a) your using commercially reasonable efforts to ensure
that the syndication efforts benefit materially from your existing lending relationships, (b)
direct contact between senior management and advisors of the Borrower and the proposed Lenders, (c)
the hosting, with us, of one or more meetings of prospective Lenders and (d) as set forth in the
next paragraph, assistance in the preparation of materials to be used in connection with the
syndication (collectively with the Term Sheet, the “Information Materials”).



     You will assist us in preparing Information Materials, including a Confidential Information
Memorandum and lender slides, for distribution to prospective Lenders. If requested, you also will
assist us in preparing an additional version of the Information Materials (the “Public-Side
Version”) to be used by prospective Lenders’ public-side employees and representatives
(“Public-Siders”) who do not wish to receive material non-public information (within the
meaning of United States federal securities laws) with respect to the Borrower, its affiliates and
any of its securities (“MNPI”) and who may be engaged in investment and other market
related activities with respect to the Borrower’s or its affiliates’ securities or loans. Before
distribution of any Information Materials, you agree to execute and deliver to us (i) a letter in
which you authorize distribution of the Information Materials to a prospective Lender’s employees
willing to receive MNPI (“Private-Siders”) subject to such Private-Siders agreeing to keep
such Information Materials confidential in accordance with the Information Materials and (ii) from
and after the public announcement by the Borrower of the transactions contemplated by this
Commitment Letter, a separate letter in which you authorize distribution of the Public-Side Version
to Public-Siders and represent that no MNPI is contained therein. You also acknowledge that
Public-Siders affiliated with the Lead Arrangers consisting of publishing debt analysts may
participate in any meetings or telephone conference calls held pursuant to clause (c) of the
immediately previous paragraph; provided that such analysts shall not publish any information
obtained from such meetings or calls (i) until the syndication of the Facilities has been completed
upon the making of allocations by the Bookrunners and the Bookrunners freeing the Facilities to
trade or (ii) in violation of any confidentiality agreement between you and the Lead Arrangers.



     The Borrower agrees that the following documents may be distributed to both Private-Siders and
Public-Siders, unless the Borrower advises the Bookrunners in writing (including by email) within a
reasonable time prior to their intended distribution that such materials should only be distributed
to Private-Siders: (a) administrative materials prepared by the Bookrunners for prospective
Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing
memoranda) and (b) notification of changes in the Facilities’ terms. If you advise us that any of
the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive
such materials without further discussions with you.



     The Borrower hereby authorizes the Bookrunners to distribute drafts of definitive
documentation with respect to the Facilities to Private-Siders and Public-Siders.



     As a Bookrunner, each of JPMorgan and BAS will manage all aspects of the syndication in
consultation with the Borrower, including decisions as to the selection of institutions to be
approached and when they will be approached, when their commitments will be accepted, which
institutions will participate, the allocations of the commitments among the Lenders and the amount
and distribution of fees among the Lenders. In acting as a Bookrunner, neither JPMorgan nor BAS
will have any responsibility other than to arrange the syndication as set forth herein and shall in
no event be subject to



2









 




any fiduciary or other implied duties. Additionally, the Borrower acknowledges and agrees
that, as Lead Arrangers, no Lead Arranger is advising the Borrower as to any legal, tax,
investment, accounting or regulatory matters in any jurisdiction. The Borrower shall consult with
its own advisors concerning such matters and shall be responsible for making its own independent
investigation and appraisal of the transactions contemplated hereby, and no Lead Arranger shall
have any responsibility or liability to the Borrower with respect thereto. Any review by any Lead
Arranger of the Borrower, the transactions contemplated hereby or other matters relating to such
transactions will be performed solely for the benefit of such Lead Arranger and its affiliated
Commitment Party and shall not be on behalf of the Borrower.




     To assist the Bookrunners in their syndication efforts, you agree promptly to prepare and
provide to the Lead Arrangers and the Commitment Parties all information with respect to the
Borrower and the transactions contemplated hereby, including all financial information and
projections (the “Projections”), as the Lead Arrangers and the Commitment Parties may
reasonably request in connection with the arrangement and syndication of the Facilities. You
hereby represent and covenant that (a) all information relating to the Borrower, its subsidiaries
and their operations and financial condition, other than the Projections (the
“Information”) that has been or will be made available to the Lead Arrangers and the
Commitment Parties by you or any of your representatives is or will be, when furnished, taken in
combination with the Borrower’s public filings with the Securities and Exchange Commission,
complete and correct in all material respects and does not or will not, when furnished, taken in
combination with the Borrower’s public filings with the Securities and Exchange Commission, contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements contained therein not materially misleading in light of the circumstances under
which such statements are made and (b) the Projections that have been or will be made available to
any of the Lead Arrangers or the Commitment Parties by you or any of your representatives have been
or will be prepared in good faith based upon reasonable assumptions at the time made. You
understand that in arranging and syndicating the Facilities, the Lead Arrangers and the Commitment
Parties may use and rely on the Information and Projections without independent verification
thereof. Before distribution of any Information, you agree to execute and deliver to us a letter
in which you authorize distribution of the Information to a prospective Lender and its employees.



     As consideration for each Commitment Party’s commitment hereunder and each Lead Arranger’s
agreement to perform the services described herein, you agree to pay to each Commitment Party and
each Lead Arranger the nonrefundable fees set forth in Annex I to the Term Sheet and in the
Fee Letters dated the date hereof and delivered herewith (the “Fee Letters”).



     Each Commitment Party’s commitment hereunder and each Lead Arranger’s agreement to perform the
services described herein are subject to (a) there not occurring or becoming known to us, since
December 31, 2006, any material adverse condition or material adverse change in or affecting the
business, operations, property, or financial condition of the Borrower and its subsidiaries, taken
as a whole (a “Material Adverse Change”), (b) our not becoming aware after the date hereof
of any information or other matter affecting the Borrower or the transactions contemplated hereby
which is inconsistent with any such information or other matter disclosed to us by the Borrower
prior to the date hereof, which inconsistency represents a Material Adverse Change, (c) our
satisfaction that prior to and during the syndication of the Facilities there shall be no competing
offering, placement or arrangement of any debt securities or bank financing by or on behalf of the
Borrower or any subsidiary thereof, (d) the negotiation, execution and delivery on or before April
15, 2007 of Credit Documentation (as defined in the Term Sheet) reasonably satisfactory to the Lead
Arrangers and the Commitment Parties, (e) the Bookrunners being allotted at least 21 days after the
lender meeting with the proposed Lenders to complete the syndication of the Facilities and the
lender meeting shall have occurred no earlier than four (4) business days of the public
announcement by the Borrower of the transactions contemplated by this Commitment Letter and (f) the
other conditions set forth or referred to in the Term Sheet.



3









 





     You agree (a) to indemnify and hold harmless each Commitment Party, each Lead Arranger and
their respective affiliates and their respective officers, directors, employees, advisors, and
agents (each, an “indemnified person”) from and against any and all losses, claims, damages
and liabilities to which any such indemnified person may become subject arising out of or in
connection with this Commitment Letter, the Fee Letters, the Facilities, the use of the proceeds
thereof or any related transaction or any claim, litigation, investigation or proceeding relating
to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to
reimburse each indemnified person upon demand for any legal or other expenses incurred in
connection with investigating or defending any of the foregoing, provided that the
foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages,
liabilities or related expenses to the extent (i) they are found by a judgment of a court to arise
from the willful misconduct or gross negligence of such indemnified person or (ii) they arise from
a breach of the obligations of such indemnified person under this Commitment Letter, and (b) to
reimburse the Bookrunners and their affiliates upon presentation of a statement in reasonable
detail for all reasonable out-of-pocket expenses (including due diligence expenses, syndication
expenses, electronic distribution expenses, travel expenses, and reasonable fees, charges and
disbursements of counsel to the Administrative Agent) incurred in connection with the Facilities
and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letters
and the definitive financing documentation) or the administration, amendment, modification or
waiver thereof. No indemnified person shall be liable for any damages arising from the use by
others of Information or other materials obtained through electronic, telecommunications or other
information transmission systems or for any special, indirect, consequential or punitive damages in
connection with the Facilities.



     This Commitment Letter shall not be assignable (a) by you without the prior written consent of
each Commitment Party and each Lead Arranger or (b) by any Commitment Party or Lead Arranger
without our prior written consent (and any purported assignment by any party without such consent
shall be null and void), is intended to be solely for the benefit of the parties hereto and is not
intended to confer any benefits upon, or create any rights in favor of, any person other than the
parties hereto. This Commitment Letter may not be amended or waived except by an instrument in
writing signed by you, each Commitment Party and each Lead Arranger. This Commitment Letter may be
executed in any number of counterparts, each of which shall be an original, and all of which, when
taken together, shall constitute one agreement. Delivery of an executed signature page of this
Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. This Commitment Letter and the Fee Letters are the only agreements that have
been entered into among us with respect to the Facilities and set forth the entire understanding of
the parties with respect thereto.



     This Commitment Letter shall be governed by, and construed in accordance with, the law of the
State of New York. Each party hereto consents to the nonexclusive jurisdiction and venue of the
state or federal courts located in the City of New York. Each party hereto irrevocably waives, to
the fullest extent permitted by applicable law, (a) any right it may have to a trial by jury in any
legal proceeding arising out of or relating to this Commitment Letter, the Term Sheet, the Fee
Letters or the transactions contemplated hereby or thereby (whether based on contract, tort or any
other theory) and (b) any objection that it may now or hereafter have to the laying of venue of any
such legal proceeding in the state or federal courts located in the City of New York. Each of the
Borrower, each Commitment Party and each Lead Arranger irrevocably agrees to waive trial by jury in
any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to
or arising out of the transactions contemplated hereby, this Commitment Letter, the Term Sheet or
the Fee Letters or the performance of services hereunder.



     This Commitment Letter is delivered to you on the understanding that neither this Commitment
Letter, the Term Sheet or the Fee Letters nor any of their terms or substance shall be disclosed,
directly or indirectly, to any other person without the prior written consent of the Lead Arrangers
except (a) to your officers, directors, employees, agents and advisors (including attorneys and
accountants) who are



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involved in the consideration of this matter, (b) as may be requested or required in a
judicial or administrative proceeding or as otherwise required by law (in which case you agree to
inform us promptly thereof) or (c) other than in the case of the Fee Letters, in filings with the
Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges.




     You acknowledge that each Commitment Party, each Lead Arranger and their respective affiliates
may be providing debt financing, equity capital or other services (including financial advisory
services) to other companies in respect of which you may have conflicting interests regarding the
transactions described herein and otherwise. None of the Commitment Parties and the Lead Arrangers
will use confidential information obtained from you by virtue of the transactions contemplated by
this letter or their other relationships with you in connection with the performance by the
Commitment Parties and the Lead Arrangers of services for other companies, and none of the
Commitment Parties and the Lead Arrangers will furnish any such information to other companies.
You also acknowledge that none of the Commitment Parties and the Lead Arrangers have any obligation
to use in connection with the transactions contemplated by this letter, or to furnish to you,
confidential information obtained from other companies.



     The compensation, reimbursement, indemnification and confidentiality provisions contained
herein and in the Fee Letters shall remain in full force and effect regardless of whether
definitive financing documentation shall be executed and delivered and notwithstanding the
termination of this Commitment Letter or either Commitment Party’s commitment hereunder.



     If the foregoing correctly sets forth our agreement, please indicate your acceptance of the
terms hereof and of the Term Sheet and the Fee Letters by returning to us executed counterparts
hereof and of the applicable Fee Letter not later than 5:00 p.m., New York City time, on March 1,
2007. Each Commitment Party’s commitment and each Lead Arranger’s agreements herein will expire at
such time in the event the relevant Commitment Party has not received such executed counterparts in
accordance with the immediately preceding sentence.



[Signature Page Follows]




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     The Commitment Parties and the Lead Arrangers are pleased to have been given the opportunity
to assist you in connection with this important financing.



	 	 	 	 	 
	 	Very truly yours,



JPMORGAN CHASE BANK,

NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Jason Rastovski
 	 
	 	 	Name:  	Jason Rastovski 	 
	 	 	Title:  	 	 
	 
	 	J.P. MORGAN SECURITIES INC.

 	 
	 	By:  	/s/ Ted Heldring
 	 
	 	 	Name:  	Ted Heldring 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/  David Catherall
 	 
	 	 	Name:  	David Catherall 	 
	 	 	Title:  	 	 
	 
	 	BANC OF AMERICA SECURITIES LLC

 	 
	 	By:  	/s/  Wyatt Smith
 	 
	 	 	Name:  	Wyatt Smith 	 
	 	 	Title:  	 	 
	 
	 	WACHOVIA BANK,

NATIONAL ASSOCIATION

 	 
	 	By:  	/s/  Lewis S. Morris III
 	 
	 	 	Name:  	Lewis S. Morris III 	 
	 	 	Title:  	 	 
	 
	 	WACHOVIA CAPITAL MARKETS, LLC

 	 
	 	By:  	/s/  Lewis S. Morris III
 	 
	 	 	Name:  	Lewis S. Morris III 	 
	 	 	Title:  	 	 
	 



Signature Page

Commitment Letter




 









 








	 	 	 	 	 
	Accepted and agreed to as of
the date first written above by:	 	 
	 
	 	 	 	 
	DEAN FOODS COMPANY	 	 
	 
	 	 	 	 
	By:

	 	/s/ Timothy A. Smith	 	 
	 

	 	 

Name: Timothy A. Smith
	 	 
	 

	 	Title: Vice President and Treasurer	 	 






Signature Page

Commitment Letter





 









 








Exhibit A




DEAN FOODS COMPANY




SENIOR SECURED CREDIT FACILITIES




Summary of Terms and Conditions




March 1, 2007




 






	 	 	 	 	 
	I.

	 	Parties	 	 
	 
	 	 	 	 
	 

	 	Borrower:
	 	Dean Foods Company, a Delaware corporation (the “Borrower”).
	 
	 	 	 	 
	 

	 	Guarantors:
	 	Each of the Borrower’s existing and future domestic material
restricted subsidiaries (defined in a manner consistent with
the Borrower’s existing credit facility) shall
unconditionally guaranty all of the Borrower’s obligations
under and in connection with the Facilities (as defined
below), it being understood that subsidiaries that are
obligors under any permitted receivables financing (and any
general partner of such subsidiaries) shall be considered
unrestricted subsidiaries.
	 
	 	 	 	 
	 

	 	Joint Lead Arrangers:
	 	J.P. Morgan Securities Inc. (“JPMorgan”), Banc of America
Securities LLC and Wachovia Capital Markets, LLC (in such
capacity, the “Lead Arrangers”).
	 
	 	 	 	 
	 

	 	Joint Bookrunners:


	 	J.P. Morgan Securities Inc. and Banc of America Securities LLC

	 
	 	 	 	 
	 

	 	
Administrative Agent:
	 	
JPMorgan Chase Bank, National Association (“JPMCB” and, in
such capacity, the “Administrative Agent”).
	 
	 	 	 	 
	 

	 	Syndication Agent:
	 	Bank of America, N.A. (“BOA”)
	 
	 	 	 	 
	 

	 	Documentation Agents:
	 	Wachovia Bank, National Association (“WBNA”) and other
institutions to be determined.
	 
	 	 	 	 
	 

	 	Lenders:
	 	A syndicate of banks, financial institutions and other
entities selected in consultation with the Borrower,
including JPMCB, BOA and WBNA, arranged by the Lead Arrangers
(collectively, the “Lenders”).
	 
	 	 	 	 
	II.

	 	The Facilities	 	 
	 
	 	 	 	 
	 	 	A. Revolving Credit Facility
	 
	 	 	 	 
	 

	 	Type and Amount of
Facility:
	 	Five-year revolving credit facility (the “Revolving Credit
Facility”) in the amount of up to $1,500,000,000 (the loans
thereunder, the “Revolving Credit Loans”).






 









 






	 	 	 	 	 
	 

	 	Availability:
	 	The Revolving Credit Facility shall be available on a
revolving basis during the period commencing on the Closing
Date and ending on the fifth anniversary thereof (the
“Revolving Credit Termination Date”).
	 
	 	 	 	 
	 

	 	Letters of Credit:
	 	A portion of the Revolving Credit Facility not in excess of
$350,000,000 shall be available for the issuance of letters
of credit (the “Letters of Credit”) by JPMCB, BOA or WBNA (in
such capacity, an “Issuing Lender”). No Letter of Credit
shall have an expiration date after the earlier of (a) one
year after the date of issuance (or such later date as is
agreed to by the relevant Issuing Lender) and (b) five
business days prior to the Revolving Credit Termination Date,
provided that any Letter of Credit may provide for the
renewal thereof for one-year periods (which shall in no event
extend beyond the date referred to in clause (b) above).
	 
	 	 	 	 
	 

	 	 	 	Drawings under any Letter of Credit shall be reimbursed by
the Borrower (whether with its own funds or with the proceeds
of Revolving Credit Loans) on the same business day if the
Borrower is notified by 9:00 a.m. (New York City time) or the
next business day if notified after such time. To the extent
that the Borrower does not so reimburse the applicable
Issuing Lender, the Lenders under the Revolving Credit
Facility shall be irrevocably and unconditionally obligated
to reimburse such Issuing Lender on a pro rata basis.
	 
	 	 	 	 
	 

	 	Swing Line Loans:
	 	A portion of the Revolving Credit Facility not in excess of
$150,000,000 shall be available for swing line loans (the
“Swing Line Loans”) from JPMCB (in such capacity, the “Swing
Line Lender”) on same-day notice. Any such Swing Line Loans
will reduce availability under the Revolving Credit Facility
on a dollar-for-dollar basis. Each Lender under the
Revolving Credit Facility shall acquire, under certain
circumstances, an irrevocable and unconditional pro rata
participation in each Swing Line Loan.
	 
	 	 	 	 
	 

	 	Maturity:
	 	The Revolving Credit Termination Date.
	 
	 	 	 	 
	 

	 	Purpose:
	 	The proceeds of the Revolving Credit Loans shall be used to
finance a special dividend to the Borrower’s shareholders on
the Closing Date, to refinance certain existing indebtedness
of the Borrower and also to finance the Borrower’s working
capital needs and for general corporate purposes of the
Borrower and its subsidiaries in the ordinary course of
business.
	 
	 	 	 	 
	 	 	B. Term Loan A Facility
	 
	 	 	 	 
	 

	 	Type and Amount of
Facility:
	 	A term loan facility (the “Tranche A Term Loan Facility”) in
the amount of $1,500,000,000 (the “Tranche A Term Loan
Commitment,” and the loans thereunder, the “Tranche A Term
Loans”).






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	 	Availability:
	 	The Tranche A Term Loans shall be made available in a single
drawing on the Closing Date (as defined below).
	 
	 	 	 	 
	 

	 	Amortization:
	 	The Tranche A Term Loans will amortize according to the
following percentages for the following years, in each case
with payments to be made on a quarterly basis.
	 
	 	 	 	 
	 

	 	 	 	Year 1: 0%
	 

	 	 	 	Year 2: 0%
	 

	 	 	 	Year 3: 15%
	 

	 	 	 	Year 4: 15%
	 

	 	 	 	Year 5: 70%
	 
	 	 	 	 
	 

	 	Maturity:
	 	The Tranche A Term Loans will mature on the Revolving Credit
Termination Date. The remaining aggregate principal amount
of the Tranche A Term Loans will be repayable on the
Revolving Credit Termination Date.
	 
	 	 	 	 
	 

	 	Purpose:
	 	The proceeds of the Tranche A Term Loans shall be used to
finance a special dividend to the Borrower’s shareholders on
the Closing Date, to refinance certain existing indebtedness
of the Borrower and also to finance the Borrower’s working
capital needs and for general corporate purposes of the
Borrower and its subsidiaries in the ordinary course of
business.
	 
	 	 	 	 
	 	 	C. Term Loan B Facility
	 
	 	 	 	 
	 

	 	Type and Amount of
Facility:
	 	A term loan facility (the “Tranche B Term Loan Facility” and
collectively with the Tranche A Term Loan Facility, the “Term
Loan Facilities”) in the amount of $1,800,000,000 (the
“Tranche B Term Loan Commitment”; and collectively with the
Tranche A Term Loan Commitment, the “Term Loan Commitments”)
and the loans thereunder, the “Tranche B Term Loans”;
collectively with the Tranche A Term Loans, the “Term
Loans”).
	 
	 	 	 	 
	 

	 	Availability:
	 	The Tranche B Term Loans shall be made available in a single
drawing on the Closing Date (as defined below).
	 
	 	 	 	 
	 

	 	Amortization:
	 	The Tranche B Term Loans will amortize 1% per year on a
quarterly basis, with any remaining principal balance due at
final maturity.
	 
	 	 	 	 
	 

	 	Maturity:
	 	The seventh anniversary of the Closing Date.
	 
	 	 	 	 
	 

	 	Purpose:
	 	The proceeds of the Tranche B Term Loans shall be used to
finance a special dividend to the Borrower’s shareholders on
the Closing Date, to refinance certain existing indebtedness
of the Borrower and also to finance the Borrower’s working
capital needs and for general corporate purposes of the
Borrower and its subsidiaries in the ordinary course of
business.






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	 	D. Expansion Option
	 	From time to time, the Borrower may request to increase the
aggregate commitment under the Revolving Credit Facility
and/or obtain incremental term loans under the Tranche A Term
Loan Facility or the Tranche B Term Loan Facility by up to an
aggregate principal amount of $500,000,000 without the
consent of any Lenders not participating in such increase and
subject to customary conditions; provided that the aggregate
amount of such increases shall not exceed $500,000,000 and
provided further that (i) at the time of such request, no
default or event of default shall have occurred and be
continuing and (ii) at the time of such request, the Borrower
shall be in compliance on a pro forma basis with the
financial covenants in the Credit Documentation. The
Borrower may arrange for such increase to be provided by one
or more Lenders or by additional financial institutions
reasonably acceptable to the Administrative Agent.
	 
	 	 	 	 
	III.	 	Certain Payment Provisions
	 
	 	 	 	 
	 

	 	Fees and Interest Rates:
	 	As set forth on Annex I.
	 
	 	 	 	 
	 

	 	Optional Prepayments
and Commitment
Reductions:
	 	Loans may be prepaid (without premium or penalty but subject
to break funding payments) and commitments may be reduced by
the Borrower in minimum amounts to be agreed upon. Such
optional prepayments shall be applied to the obligations
under the Facilities in a manner determined by the Borrower.
	 
	 	 	 	 
	 

	 	Mandatory Prepayments:
	 	The Facilities shall be prepaid by amounts equal to: (a) 100%
of the net cash proceeds of any sale or other disposition of
assets by the Borrower or any of its material restricted
subsidiaries (except for the sale of inventory in the
ordinary course of business, obsolete or worn-out property in
the ordinary course of business and subject to materiality
thresholds and reinvestment periods consistent with the
Borrower’s existing credit facility) and of casualty and
insurance proceeds (subject to materiality thresholds and
reinvestment periods consistent with the Borrower’s existing
credit facility) and (b) commencing with the fiscal year
ending on or about December 31, 2007, excess cash flow of the
Borrower and its consolidated subsidiaries in percentages and
manner to be agreed upon. The foregoing mandatory
prepayments shall be applied to the obligations under the
Facilities in a manner to be agreed upon in the definitive
Credit Documentation.
	 
	 	 	 	 
	IV.

	 	Collateral	 	 
	 
	 	 	 	 
	 

	 	Collateral:
	 	The Facilities will be secured by a first perfected security
interest in all of the assets of the Borrower and the
Guarantors, whether consisting of personal, tangible or
intangible property (including a pledge of, and a first
perfected security interest in, (i) all of the shares of
capital stock of the Guarantors and (ii) 65% of the shares






4









 






	 	 	 	 	 
	 

	 	 	 	of
the capital stock of the Borrower’s material first-tier
foreign subsidiaries, in each case subject to exceptions and
time periods to be agreed upon by the Borrower and the
Administrative Agent and in any event excluding the Excluded
Collateral defined below) (collectively, the “Collateral”).
The Collateral will also secure swap obligations and cash
management obligations owing to any Lender or any of its
affiliates. “Excluded Collateral” shall mean the collective
reference to (a) the capital stock, and any assets, of any
unrestricted subsidiary, (b) all real property owned by Dean
Holding Company and its subsidiaries and (c) all capital
stock of any direct or indirect subsidiary of Dean Holding
Company which owns any real property.
	 
	 	 	 	 
	V.

	 	Certain Conditions	 	 
	 
	 	 	 	 
	 

	 	Initial Conditions:
	 	The availability of the Facilities shall be conditioned upon
satisfaction of the following conditions precedent (the date
upon which all such conditions precedent shall be satisfied,
the “Closing Date”) on or before April 15, 2007:
	 
	 	 	 	 
	 

	 	 	 	(a) The Borrower and the Guarantors shall have executed and
delivered reasonably satisfactory definitive financing
documentation with respect to the Facilities (the “Credit
Documentation”).
	 
	 	 	 	 
	 

	 	 	 	(b) The Lenders, the Administrative Agent and the Lead
Arrangers shall have received all fees required to be paid,
and all expenses for which invoices have been presented, on
or before the Closing Date.
	 
	 	 	 	 
	 

	 	 	 	(c) All governmental and third-party approvals necessary or,
in the reasonable discretion of the Administrative Agent,
advisable in connection with the financing and the
transactions contemplated hereby and the continuing
operations of the Borrower and its subsidiaries shall have
been obtained and be in full force and effect.
	 
	 	 	 	 
	 

	 	 	 	(d) The Lenders shall have received (i) satisfactory audited
consolidated financial statements of the Borrower for the two
most recent fiscal years ended prior to the Closing Date
(including for the fiscal year ended December 31, 2006) and
(ii) financial statement projections through and including
the Borrower’s next five (5) fiscal years, together with such
additional financial information as the Administrative Agent
may reasonably request (including, without limitation, a
detailed description of the assumptions used in preparing
such projections).
	 
	 	 	 	 
	 

	 	 	 	(e) The Administrative Agent and the Lenders shall have
received a written certification from an officer of the
Borrower that, after giving effect to the incurrence of
indebtedness in connection with the Facilities, (i) the
Borrower is solvent and will be solvent subsequent to
incurring such indebtedness, will be able to pay its debts
and liabilities as they become due and will not be






5









 






	 	 	 	 	 
	 

	 	 	 	left with
unreasonably small capital with which to engage in its
business and (ii) the Borrower’s assets exceed its
liabilities.
	 
	 

	 	 	 	(f) The Borrower shall have demonstrated, to the
Administrative Agent’s satisfaction, pro forma compliance
with all financial covenants set forth in the Credit
Documentation.
	 
	 	 	 	 
	 

	 	 	 	(g) Liens creating a first priority security interest in the
Collateral being delivered on the Closing Date shall have
been perfected.
	 
	 	 	 	 
	 

	 	 	 	(h) Absence of any injunction or temporary restraining order
or any litigation or threatened litigation which, in the
reasonable judgment of the Administrative Agent, could
prohibit the making of the loans under the Facilities.
	 
	 	 	 	 
	 

	 	 	 	(i) The Administrative Agent shall have received evidence
satisfactory to it with respect to the repayment in full of
all obligations under the Borrower’s existing loan and credit
facilities, termination of the commitments thereunder and
release of all liens granted thereunder.
	 
	 	 	 	 
	 

	 	 	 	(j) Compliance with all applicable requirements of law,
including Regulations T, U and X of the Board of Governors of
the Federal Reserve System.
	 
	 	 	 	 
	 

	 	 	 	(k) The Lenders shall have received such legal opinions,
documents and other instruments as are customary for
transactions of this type or as they may reasonably request.
	 
	 	 	 	 
	 

	 	On-Going Conditions:
	 	The making of each extension of credit shall be conditioned
upon (a) the accuracy in all material respects of all
representations and warranties in the Credit Documentation
(including, without limitation, the material adverse change
and litigation representations) and (b) there being no
default or event of default in existence at the time of, or
after giving effect to the making of, such extension of
credit. As used herein and in the Credit Documentation a
“material adverse change” shall mean any event, development
or circumstance that has had or could reasonably be expected
to have a material adverse effect on (a) the business,
assets, property or financial condition of the Borrower and
its subsidiaries taken as a whole, or (b) the validity or
enforceability of any of the Credit Documentation or the
rights or remedies of the Administrative Agent and the
Lenders thereunder.
	 
	 	 	 	 
	VI.	 	Certain Documentation Matters
	 
	 	 	 	 
	 

	 	 	 	The Credit Documentation shall contain representations,
warranties, covenants and events of default generally
consistent with the Borrower’s existing credit facility,
including, without limitation:






6









 






	 	 	 	 	 
	 

	 	Representations and
Warranties:
	 	Financial statements; absence of undisclosed liabilities; no
material adverse change; corporate existence; compliance with
law; corporate power and authority; enforceability of Credit
Documentation; no conflict with law or contractual
obligations; no material litigation; no default; ownership of
property; liens; intellectual property; no burdensome
restrictions; taxes; Federal Reserve regulations; ERISA;
Investment Company Act; environmental matters; labor matters;
accuracy of disclosure; solvency; subsidiaries; and security
interest.
	 
	 	 	 	 
	 

	 	Affirmative Covenants:
	 	Delivery of financial statements,
reports, accountants’
certificates, officers’
certificates and other
information reasonably requested
by the Lenders; payment of other
obligations; continuation of
business and maintenance of
existence and material rights and
privileges; compliance with laws;
maintenance of property and
insurance; maintenance of books
and records; right of the Lenders
to inspect property and books and
records; notices of defaults,
litigation and other material
events; compliance with
environmental laws; maintenance
of ratings; and guarantor and
collateral requirements.
	 
	 	 	 	 
	 

	 	Financial Covenants:
	 	The Borrower will comply with the

following financial covenants:
	 
	 	 	 	 
	 

	 	 	 	-      Leverage Ratio The Borrower
shall maintain a ratio of
consolidated funded debt
(excluding letters of credit and
defined in a manner generally
consistent with the Borrower’s
existing credit facility except
that no more than $100,000,000 in
cash shall be netted against
consolidated funded debt) to
consolidated EBITDA of not more
than 6.5 to 1.0, with the
following step-downs: 6.25 to 1.0
at December 31, 2007; 5.75 to 1.0
at December 31, 2008; 5.0 to 1.0
at December 31, 2009 and 4.5 to
1.0 at December 31, 2010 and
thereafter. Consolidated EBITDA
(to be defined in a manner
generally consistent with the
Borrower’s existing credit
facility) will be calculated on a
rolling four quarter basis.


	 
	 	 	 	 
	 

	 	 	 	-      Interest Coverage Ratio The
Borrower shall maintain a ratio
of consolidated EBITDA to
consolidated cash interest
expense of not less than 2.25 to
1.0, with the following step-ups: 2.5 to 1.0 at December 31, 2008,
2.75 to 1.0 at December 31, 2009
and 3.0 to 1.0 at December 31, 2010 and thereafter.


	 
	 	 	 	 
	 

	 	Negative Covenants:
	 	Limitations on: indebtedness;
liens; guarantee obligations;
mergers, acquisitions,
consolidations, liquidations and
dissolutions; sales of assets;
leases; dividends and other
payments in respect of capital
stock and debt (with appropriate
carve-outs for repayment of
currently outstanding public
notes and the special dividend to
be paid on the Closing Date);
investments, loans and advances;
optional payments and
modifications of subordinated and
other debt instruments;
transactions with affiliates;
sale and leasebacks;





7









 






	 	 	 	 	 
	 

	 	 	 	changes in
fiscal year; negative pledge
clauses and other restrictive
agreements; and changes in lines
of business.
	 
	 	 	 	 
	 

	 	Events of Default:
	 	Nonpayment of principal when due;
nonpayment of interest, fees or
other amounts after a grace
period to be agreed upon;
material inaccuracy of
representations and warranties;
Credit Documentation ceasing to
be in full force and effect or
any party thereto so asserting;
violation of covenants (subject,
in the case of certain
affirmative covenants, to a grace
period to be agreed upon);
cross-default with other material
indebtedness; bankruptcy events;
certain ERISA events; material
judgments; and change of control.
	 
	 	 	 	 
	 

	 	Unrestricted Subsidiaries:
	 	Unrestricted subsidiaries will
not be subject to affirmative or
negative covenants, events of
default and other provisions of
the Credit Documentation.
	 
	 	 	 	 
	 

	 	Voting:
	 	Amendments and waivers with
respect to the Credit
Documentation shall require the
approval of Lenders holding
greater than 50% of the aggregate
amount of the Term Loans,
Revolving Credit Loans,
participations in Letters of
Credit and unused commitments
under the Revolving Credit
Facility, except that (a) so long
as the Revolving Credit Facility
is in effect or Revolving Credit
Loans or Tranche A Term Loans are
outstanding, only the consent of
the Lenders holding greater than
50% of the aggregate amount of
the Tranche A Term Loans,
Revolving Credit Loans,
participations in Letters of
Credit and unused commitments
under the Revolving Credit
Facility shall be required to
amend or waive the financial
covenants, (b) the consent of
each Lender directly affected
thereby shall be required with
respect to (i) reductions in the
amount or extensions of the
scheduled date of amortization or
final maturity of any Loan, (ii)
reductions in the rate of
interest or any fee or extensions
of any due date thereof and (iii)
increases in the amount or
extensions of the expiry date of
any Lender’s commitment and (c)
the consent of 100% of the
Lenders shall be required with
respect to (i) modifications to
any of the voting percentages,
(ii) releases of all or
substantially all of the
Guarantors and (iii) releases of
all or substantially all of the
Collateral. The Credit
Documentation shall contain
customary bank replacement
provisions so long as Lenders
holding greater than 50% of the
Loans and unused commitments
shall have consented to the
applicable amendment or
modification.
	 
	 	 	 	 
	 

	 	Assignments
and Participations:
	 	The Lenders shall be permitted to
assign all or a portion of their
Loans and commitments with the
consent, not to be unreasonably
withheld, of (a) the Borrower,
unless (i) the assignee is a
Lender, an affiliate of a Lender
or an approved fund or (ii) an
Event of Default has occurred and
is continuing, (b) the
Administrative Agent, unless a
Term Loan is being assigned to a
Lender, an affiliate of a Lender
or an approved fund and (c) the
Issuing Lenders, unless a Term
Loan is being assigned to a
Lender, an affiliate of a Lender
or an approved fund. In the case
of partial assignments (other
than to another Lender, to an
affiliate of a Lender or an
approved fund), the






8









 






	 	 	 	 	 
	 

	 	 	 	minimum
assignment amount shall be
$5,000,000, in the case of a
commitment under the Revolving
Credit Facility, and $1,000,000,
in the case of a Term Loan,
unless otherwise agreed by the
Borrower and the Administrative
Agent. All assignments will
require the payment by the
assignor or assignee of a
processing and recordation fee of
$3,500 (except in the case of
assignments by the Commitment
Parties pursuant to the primary
syndication of the Facilities).
	 
	 	 	 	 
	 

	 	 	 	The Lenders shall also be
permitted to sell participations
in their Loans. Participants
shall have the same benefits as
the Lenders with respect to yield
protection and increased cost
provisions. Voting rights of
participants shall be limited to
those matters with respect to
which the affirmative vote of the
Lender from which it purchased
its participation would be
required as described under
“Voting” above. Pledges of Loans
in accordance with applicable law
shall be permitted without
restriction. Promissory notes
shall be issued under the
Facilities only upon request.
	 
	 	 	 	 
	 

	 	Yield Protection:
	 	The Credit Documentation shall
contain customary provisions (a)
protecting the Lenders against
increased costs or loss of yield
resulting from changes in
reserve, tax, capital adequacy
and other requirements of law and
from the imposition of or changes
in withholding or other taxes and
(b) indemnifying the Lenders for
“breakage costs” incurred in
connection with, among other
things, any prepayment of a
Eurodollar Loan (as defined in
Annex I) on a day other than the
last day of an interest period
with respect thereto.
	 
	 	 	 	 
	 

	 	Expenses and
Indemnification:
	 	The Borrower shall pay (a) all
reasonable out-of-pocket expenses
of the (i) Bookrunners associated
with the syndication of the
Facilities and (ii) the
Administrative Agent associated
with the preparation, execution,
delivery and administration of
the Credit Documentation and any
amendment or waiver with respect
thereto (including the reasonable
fees, disbursements and other
charges of counsel to the
Administrative Agent) and (b) all
out-of-pocket expenses of the
Administrative Agent and the
Lenders (including the fees,
disbursements and other charges
of counsel) in connection with
the enforcement of the Credit
Documentation.
	 
	 	 	 	 
	 

	 	 	 	The Administrative Agent, the
Lead Arrangers and the Lenders
(and their affiliates and their
respective officers, directors,
employees, advisors and agents)
will have no liability for, and
will be indemnified and held
harmless against, any loss,
liability, cost or expense
incurred in respect of the
financing contemplated hereby or
the use or the proposed use of
proceeds thereof (except to the
extent resulting from the gross
negligence or willful misconduct
of the indemnified party or the
breach of any obligation of an
indemnified party).
	 
	 	 	 	 
	 

	 	Governing Law and Forum:
	 	State of New York.






9









 






	 	 	 	 	 
	 

	 	Counsel to the
Administrative Agent:
	 	Sidley Austin LLP.






10









 






Annex I




Interest and Certain Fees




	 	 	 	 	 
	Interest Rate Options:	 	The Borrower may elect that the Loans comprising each borrowing bear interest at a rate per

annum equal to:
	 
	 	 	 	 
	 

	 	 	 	the ABR plus the Applicable Margin; or
	 
	 	 	 	 
	 

	 	 	 	the Adjusted LIBO Rate plus the Applicable Margin.
	 
	 	 	 	 
	 	 	As used herein:
	 
	 	 	 	 
	 	 	“ABR” means the higher of (i) the rate of interest publicly announced by JPMCB as its prime
rate in effect at its principal office in New York City (the “Prime Rate”), and (ii) the
federal funds effective rate from time to time plus 0.5%.
	 
	 	 	 	 
	 	 	“Adjusted LIBO Rate” means the LIBO Rate, as adjusted for statutory reserve requirements for
eurocurrency liabilities (to the extent imposed) and other applicable mandatory costs.
	 
	 	 	 	 
	 	 	“Applicable Margin” means a per annum percentage determined and adjusted as shall be
negotiated and set forth in a pricing grid in the definitive Credit Documentation. Based on
current market conditions and assuming that, on the Closing Date and after giving effect to
the transactions being entered into in connection with the Facilities, the Borrower receives
a “corporate family rating” of at least Ba3 (with stable outlook) from Moody’s and an “issuer
credit rating” of at least BB- (with stable outlook) from S&P:
	 
	 	 	 	 
	 

	 	 	 	(a) the initial Applicable Margin for “Eurodollar Loans” (as defined
below) (i) under the Revolving Credit Facility and the Tranche A Term
Loan Facility shall be 1.50% per annum and (ii) under the Tranche B
Term Loan Facility shall be 1.75% per annum; and
	 
	 	 	 	 
	 

	 	 	 	(b) the initial Applicable Margin for “ABR Loans” (as defined below)
(i) under the Revolving Credit Facility and the Tranche A Term Loan
Facility shall be 0.50% per annum and (ii) under the Tranche B Term
Loan Facility shall be 0.75% per annum.
	 
	 	 	 	 
	 	 	“LIBO Rate” means the rate at which eurocurrency deposits in the London interbank market for
one, two, three or six months (as selected by the Borrower) are quoted on the applicable Dow
Jones Market Service screen.
	 
	 	 	 	 
	 	 	“Moody’s” means Moody’s Investors Service, Inc.






 









 






	 	 	 	 	 
	 	 	“S&P” means Standard and Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.
	 
	 	 	 	 
	Interest Payment Dates:	 	In the case of Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears.
	 
	 	 	 	 
	 	 	In the case of Loans bearing interest based upon the Adjusted LIBO Rate (“Eurodollar Loans”),
on the last day of each relevant interest period and, in the case of any interest period
longer than three months, on each successive date three months after the first day of such
interest period.
	 
	 	 	 	 
	Commitment Fees:	 	The Borrower shall pay a commitment fee (assuming the Borrower receives the ratings
identified above, calculated initially at the rate of 0.30% per annum) on the average daily
unused amount of the Revolving Credit Facility, payable quarterly in arrears from the Closing
Date until the termination of the Revolving Credit Facility, adjusted subsequently based on
the pricing grid negotiated and set forth in a pricing grid in the definitive Credit
Documentation. Swing Line Loans shall not count as usage for purposes of determining the
commitment fees.
	 
	 	 	 	 
	Letter of Credit Fees:	 	The Borrower shall pay a commission on all outstanding Letters of Credit at a per annum rate
equal to the Applicable Margin then in effect with respect to Eurodollar Loans on the face
amount of each such Letter of Credit. Such commission shall be shared ratably among the
Lenders under the Revolving Credit Facility (including the Administrative Agent in its
capacity as a Lender) and shall be payable quarterly in arrears.
	 
	 	 	 	 
	 	 	A fronting fee equal to 0.125%, or such other rate as is agreed to by the Borrower and the
applicable Issuing Lender, per annum on the face amount of each Letter of Credit shall be
payable quarterly in arrears to such Issuing Lender for its own account. In addition,
customary administrative, issuance, amendment, payment and negotiation charges shall be
payable to the applicable Issuing Lender for its own account.
	 
	 	 	 	 
	Default Rate:	 	At any time when the Borrower is in default in the payment of any amount of principal due
under the Facilities, such amount shall bear interest at 2% above the rate otherwise
applicable thereto. Overdue interest, fees and other amounts shall bear interest at 2% above
the rate applicable to ABR Loans.
	 
	 	 	 	 
	Rate and Fee Basis:	 	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days,
in the case of ABR Loans the interest rate payable on which is then based on the Prime Rate)
for actual days elapsed.







2