Exhibit


EXHIBIT 10.32




FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”), dated as of November 23, 2015 (the “Effective Date”), is entered into by and among Dean Foods Company, a Delaware corporation (the “Borrower”), each Lender party hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
PRELIMINARY STATEMENTS


WHEREAS, the Borrower, the Lenders from time to time party thereto and the Administrative Agent entered into that certain Credit Agreement, dated as of March 26, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined);
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement to make certain changes as provided herein; 
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to waive certain post-closing deliveries required under Section 5.11 of the Credit Agreement as provided herein; and
WHEREAS, the Borrower, the Required Lenders and the Administrative Agent have agreed that the Credit Agreement be amended, upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1.    Amendment to the Credit Agreement. Schedule 1.01(b) of the Credit Agreement is hereby replaced in its entirety with the schedule attached hereto as Exhibit A.
Section 2.    Limited Waiver of Certain Post-Closing Deliveries. The requirement under Section 5.11 and Schedule 5.11 of the Credit Agreement to deliver those Post-Closing Deliveries set forth on Exhibit B hereto shall be waived, but only to the extent set forth on such Exhibit B.
Section 3.    Representations and Warranties of the Borrower.  The Borrower represents to the Administrative Agent and the Lenders that:
(a)    No Default or Event of Default has occurred and is continuing on and as of the Effective Date. The representations and warranties of the Borrower set forth in Article III of the Credit Agreement or in any other Loan Document are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).  
(b)    This Amendment and the transactions contemplated hereby (a) do not require any Loan Party or any of its Subsidiaries to obtain or make any material consent or approval of, registration or 

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filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or such as will be timely made, (b) will not result in the violation by any Loan Party or any of its Subsidiaries of any applicable law or regulation or the Organizational Documents of such Loan Party or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or any of their respective assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries; and
(c)    This Amendment and the transactions contemplated hereby, as applicable, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, shareholder action. This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable Debtor Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
Section 4.     Reference to and Effect on Loan Documents.
(a)    On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.  This Amendment is an amendment as referred to in the definition of Loan Documents and shall for all purposes constitute a Loan Document.
(b)    The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents. 
Section 5.    Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 6.    Conditions to Effectiveness.  This Amendment (including without limitation, the amendments, waivers and extensions set forth therein) shall become effective at the time that all of the following conditions precedent have been met or waived: 
(a)    Agreement. The Administrative Agent shall have received duly executed signature pages for this Amendment signed by the Administrative Agent, the Required Lenders and the Borrower. 
(b)    Payment of Expenses. The Borrower shall have paid or reimbursed the Administrative Agent for all reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and out-of-pocket expenses and disbursements of Shearman & Sterling LLP, counsel to the Administrative Agent), which shall have been incurred by the Administrative Agent in connection with 

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the preparation, negotiation, execution and delivery of this Amendment and for which invoices have been presented at least two Business Days prior to the Effective Date. 
(c)    Representations and Warranties. The representations and warranties of the Borrower contained in Section 3 of this Amendment are true and correct in all material respects on and as of the date of the Effective Date as if made on and as of such date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).
Section 7.    Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


[The remainder of this page intentionally left blank.]





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EXHIBIT 10.32






IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.


DEAN FOODS COMPANY,
as the Borrower




By:  /s/ James V. Kenwood            
Name:     James V. Kenwood
Title:    Vice President & Corporate Treasurer

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EXHIBIT 10.32






BANK OF AMERICA, N.A., 
as Administrative Agent




By:  /s/ Joan Mok                 
Name:    Joan Mok
Title:    Vice President

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EXHIBIT 10.32






BANK OF AMERICA, N.A., 
as a Lender




By:  /s/ Nicholas Cheng                
Name:    Nicholas Cheng
Title:    Vice President

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EXHIBIT 10.32






JPMORGAN CHASE BANK, N.A., 
as a Lender




By:  /s/ Lisa Whatley                
Name:    Lisa Whatley
Title:    Managing Director 



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COBANK, ACB,
as a Lender




By:  /s/ Zachary Carpenter            
Name:    Zachary Carpenter
Title:    Vice President  





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EXHIBIT 10.32






MORGAN STANLEY BANK, N.A., 
as a Lender




By:  /s/ John Durland                
Name:    John Durland
Title:    Authorized Signatory  





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EXHIBIT 10.32






CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, 
as a Lender




By:  /s/ Gordon Yip                    By:  /s/ Jaime Frontera            
Name:    Gordon Yip                        Name:  Jaime Frontera
Title:    Director                         Title:    Managing Director 



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EXHIBIT 10.32






PNC BANK, NATIONAL ASSOCIATION,
as a Lender




By:  /s/ Christian S. Brown            
Name:    Christian S. Brown 
Title:    Managing Director 





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EXHIBIT 10.32






COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK NEDERLAND”, NEW YORK BRANCH


as a Lender




By:  /s/ Lina A. Garcia            
Name:    Lina A. Garcia 
Title:    Executive Director 




By:  /s/ Pamela Beal                
Name:    Pamela Beal
Title:    Executive Director 



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EXHIBIT 10.32






SUNTRUST BANK, 
as a Lender




By:  /s/ Tesha Winslow            
Name:    Tesha Winslow
Title:    Director 





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EXHIBIT 10.32






BANK OF THE WEST,
as a Lender




By:  /s/ Temple H. Abney            
Name:    Temple H. Abney
Title:    Vice President 





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EXHIBIT 10.32






BRANCH BANKING AND TRUST COMPANY,
as a Lender




By:  /s/ Bradford F. Scott            
Name:    Bradford F. Scott
Title:    Senior Vice President 





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EXHIBIT 10.32






FIFTH THIRD BANK,
as a Lender




By:  /s/ Francisco Gonzalez            
Name:    Francisco Gonzalez 
Title:    Assistant Vice President 





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EXHIBIT 10.32






AMERICAN AGCREDIT, PCA, 
as a Lender




By:  /s/ Bradley K. Leafgren            
Name:    Bradley K. Leafgren 
Title:    Vice President  





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EXHIBIT 10.32






AGSTAR FINANCIAL SERVICES, PCA
as a Lender




By:  /s/ Timothy F. McNamara        
Name:    Timothy F. McNamara
Title:    Associate Vice President-Capital Markets 



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EXHIBIT 10.32






FARM CREIT BANK OF TEXAS, 
as a Lender




By:  /s/ Ria Estrada                
Name:    Ria Estrada 
Title:    Manager, Captial Markets Credit Analysis  





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EXHIBIT 10.32






UNITED FCS, PCA
DBA FCS COMMERICAL FINANCE GROUP,
as a Lender




By:  /s/ Warren Shoen                
Name:    Warren Shoen 
Title:    Senior Vice President  



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EXHIBIT 10.32






REGIONS BANK, 
as a Lender




By:  /s/ Claire Harrison            
Name:    Claire Harrison
Title:    Vice President





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EXHIBIT 10.32






FARM CREDIT MID-AMERICA, PCA
F/K/A FARM CREDIT SERVICES OF MID-AMERICA, PCA,
as a Lender




By:  /s/ Ralph M.  Bowman            
Name:    Ralph M. Bowman
Title:    Vice President 





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EXHIBIT 10.32






THE NORTHERN TRUST COMPANY, 
as a Lender




By:  /s/ Wicks Barkhausen            
Name:    Wicks Barkhausen
Title:    Second Vice President









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EXHIBIT 10.32




Exhibit A
Schedule 1.01(b) – Mortgaged Property
	
		
	Top Tier Properties
	 

	Location Name
	Common Physical Address

	Oak Farms – Houston Plant
	3417 Leeland Street, Houston, TX

	Heartland – City of Industry Plant
	17851 East Railroad Street, City of Industry, CA

	Alta-Dena – City of Industry Plant
	17637 East Valley Boulevard, City of Industry, CA

	Land-O-Sun/PET – Mfg Plant - Spartanburg
	1291 New Cut Road, Spartanburg, SC

	Schepp’s Dairy – Dallas Plant
	3114 S. Haskell Avenue, Dallas, TX

	LeHigh Dairies – Lansdale Plant
	880 Allentown Road, Lansdale, PA

	McArthur – Miami Plant
	6851 NE 2nd Avenue, Miami, FL

	Garelick Farms – NJ Plant
	117 Cumberland Boulevard, Florence, NJ

	Meadow Gold – Las Vegas Plant
	6350 East Centennial Pkwy., North Las Vegas, NV

	 
	 

	Mid-Tier Properties
	 

	Location Name
	Common Physical Address

	Berkeley Farms – Hayward, CA Milk Plant
	25500 Clawiter Road, Hayward, CA

	Mayfield – Braselton, GA Plant
	1160 Broadway Avenue, Braselton, GA

	Dean Dairy – Sharpsville Plant
	1858 Oneida Lane, Sharpsville, PA

	Meadow Gold - Hawaii – Honolulu Plant
	1302 Elm Street, Honolulu, HI

	Meadow Gold – Englewood - Englewood Plant
	1325 W. Oxford Avenue, Englewood, CO

	Land-O-Sun/PET – Mfg Plant – Richmond
	1505 Robin Hood Road, Richmond, VA

	Dairy Fresh – Winston-Salem Plant
	2221 Patterson Avenue, Winston-Salem, NC

	T.G. Lee – Orlando Plant
	315 N. Bumby Avenue, Orlando, FL

	Reiter Dairy – Springfield Plant
	1961 Commerce Circle, Springfield, OH

	Country Fresh – Livonia Plant
	31770 Enterprise Drive, Livonia, MI

	Pet O’Fallon – Plant
	610 East State Street, O’Fallon, IL

	Dean Foods of Decatur – Plant
	400 South Chamber Drive, Decatur, IN

	Meadow Gold – Salt Lake City Plant
	3730 W. 1820 S., Salt Lake City, UT

	Dean Foods North Central (DFNCI) – Woodbury Plant
	1930 Wooddale Drive, Woodbury, MN

	Mayfield – Birmingham, AL Ice Cream Plant
	126 Barber Court, Homewood, AL

	Gandy’s – Plant
	201 University Avenue, Lubbock, TX

	Schenkel’s Dairy – Huntington Plant
	1019 Flaxmill Road, Huntington, IN

	Land-O-Sun/Frostbite Mfg Plant – Toledo
	4117 Fitch Road, Toledo, OH

	Meadow Gold – Orem Plant
	845 S. State Street, Orem, UT

	 
	 







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EXHIBIT 10.32




Exhibit B
	
			
	Property
	Item Waived
	Permitted Exception To Title Policy or Ownership and Encumbrance Report

	Top-Tier Properties
	 

	All Top-Tier Properties
	Schedule 5.11 Section 1(b)(a)(E)
	“Any claim that the Title is subject to a trust or lien created under The Perishable Agricultural Commodities Act, 1930 (7 U.S.C. §§499a, et seq.) or the Packers and Stockyards Act (7 U.S.C. §§181 et seq.) or under similar state laws.”



	6851 NE 2nd Avenue, Miami, FL
	Schedule 5.11 Section 1(b)(a)(E)
	Exception for mechanics’ liens due to Notice of Commencement filed October 16, 2014, recorded in Book 29352, Page 1136 (Schedule B-1, Requirement 7):


“Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land.”

	3114 South Haskell Avenue, Dallas, TX
	Schedule 5.11 Section 1(b)(a)(E)
	Exception for mechanics’ liens due to ongoing construction at site.


“Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land.”

	Mid-Tier Properties
	 

	315 N. Bumby Avenue, Orlando, FL
	Schedule 5.11 Section 1(b)(b)
	Exception for mechanics’ liens due to Notice of Commencement filed October 16, 2014, recorded in Book 29352, Page 1136.


“Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land associated with the Notice of Commencement filed October 16, 2014, recorded in Book 29352, Page 1136.”

	4117 Fitch Road, Toledo, OH
	Schedule 5.11 Section 1(b)(b)
	1.    Notice of Lien by Ohio Department of Job and Family Services against Weatherly Frozen Foods Group I, case filed August 31, 2005, recorded as Lucas County Recorder’s Document No. 20050831-0064339, amounting to $145.76.
1.    Bureau of Workers’ Compensation, Plaintiff, vs Weatherly Frozen Food Group Inc., Defendant, case filed May 6, 1994, as Lucas County Lien No. 456025, in the amount of $207,247.22 of Lucas County Clerk of Courts.
a.    Renewal of lien, as Lucas County Lien No. 503683, amounting to $303,847.06 of Lucas County Clerk of Courts.
2.    Bureau of Workers’ Compensation, Plaintiff, vs Weatherly Frozen Food Group Inc., Defendant, case filed May 6, 1994, as Lucas County Recorder’s Document No. 94 1180 D03, in the amount of $207,247.22.
Renewal of lien, as Lucas County Recorder’s Document No. 00 0685 C10, in the amount of $303,847.06.

	845 South State Street, Orem, UT
	Schedule 5.11 Section 1(b)(b)
	Exception for mechanics’ liens due to Notice of Commencement of Construction recorded March 31, 1998 as Entry No. 30517 in Book 4581 at Page 156 and Notice of Commencement of Project recorded June 16, 2004 as Entry No. 69064.











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