EX-10.85



 EXHIBIT 10.85 

AMENDMENT 7 TO TRANSITION SERVICES AGREEMENT 

THIS AMENDMENT 7 TO TRANSITION SERVICES AGREEMENT (this “Amendment), made as of December 31 2013, is by and between
Dean Foods Company, a Delaware corporation, (“Dean Foods”) and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”). 

WHEREAS, Dean Foods and WhiteWave previously entered into a Transition Services Agreement dated October 25, 2012, which became effective
as of October 31, 2012 (the “Original Agreement”); 
 WHEREAS, the Original Agreement has been amended by Amendment 1
to Transition Services Agreement dated November 20, 2012 (“Amendment 1”), Amendment 2 to Transition Services Agreement dated December 28, 2012 (“Amendment 2”), Amendment 5 to Transition Services Agreement
dated May 28, 2013 (“Amendment 5”), and Amendment 6 to Transition Services Agreement dated November 13, 2013 (“Amendment 6,” and collectively with Amendment 1, Amendment 2, Amendment 5 and the Original
Agreement, the “Agreement”); 
 WHEREAS, Dean Foods and WhiteWave have not entered into any amendments entitled Amendment 3
or Amendment 4 to Transition Services Agreement nor any other amendments to the Original Agreement other than Amendment 1, Amendment 2, Amendment 5 and Amendment 6; and 

WHEREAS, Dean Foods and WhiteWave desire to amend the Schedules to the Agreement as more fully set forth herein. 

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: 

1. Capitalized Terms. Capitalized terms contained in this Amendment and not otherwise defined shall have the meaning ascribed to them in
the Agreement. 
 2. Amendment to Schedule A. 

Schedule A of the Agreement is hereby revised to change the End Date of 12/31/13 to 1/31/14 for the following services: 

 

	
	 HUMAN RESOURCES

	 Compensation

	 •    Market Intelligence—Salaries, Surveys, (ePrism)

	 •    Salary Planning & STI Admin (OSM)

	 •    Exec & Board Comp (Mercer/Dean Comp)

	 •    Comp Communications (Dean Comp)

	 •    Base Salary, STI, LTI-existing and new- (Dean Comp)


 3. The Agreement. All other terms and provisions of the Agreement not expressly modified by this
Amendment shall remain in full force and effect and are hereby expressly ratified and confirmed. 







 4. Titles. The titles of the articles, sections and subsections of this Amendment are for
convenience of reference only and shall not be considered a part of or affect the construction or interpretation of any provisions of this Amendment. The words “herein,” “hereof,” “hereto” and “hereunder” and
other words of similar import refer to this Amendment as a whole and not to any particular Article, Section or other subdivision. 
 5.
Execution. This Amendment may be executed in any number of original, facsimile, or portable document format (pdf) counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one
instrument. 
 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their proper and duly authorized
representatives as of the date first set forth above. 
  

			
	DEAN FOODS COMPANY
		
	By:	 	/S/    KIM WARMBIER        
	
	Name: Kim Warmbier
	Title: Executive Vice President – Human Resources


  

			
	THE WHITEWAVE FOODS COMPANY
		
	By:	 	/S/    MIKE SHINBEIN        
	
	Name: Mike Shinbein
	Title: Vice President, Total Rewards, HR Services and Technology