EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 2 
 Dated as of
August 14, 2014 
 to 

CREDIT AGREEMENT 
 dated as of
July 2, 2013 
 THIS AMENDMENT NO. 2 (“Amendment”) is made as of August 14, 2014 by and among Dean Foods Company
(the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that
certain Credit Agreement dated as of July 2, 2013 by and among the Borrower, the Lenders party thereto and the Administrative Agent (as may be further amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement. 

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have agreed to make certain amendments to the Credit Agreement;

 WHEREAS, the parties hereto have agreed to such amendments on the terms and conditions set forth herein; 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to enter into this Amendment. 

1. Amendments to Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement is hereby amended as follows: 
 (a) The definition of “Applicable Rate” set
forth in Section 1.01 of the Credit Agreement is hereby amended to (i) amend and restate the proviso appearing therein to read as “provided that, from the Amendment No. 2 Effective Date until the delivery, pursuant to
Section 5.01, of the Borrower’s consolidated financial information for the Borrower’s fiscal quarter ending on or about June 30, 2014, the “Applicable Rate” shall be the applicable rate per annum set forth below in
Category 6 (unless the Borrower’s financial statements for such fiscal quarter demonstrate that Category 7 should have been applicable during such period, in which case such other Category shall be deemed to be applicable during such
period)”, (ii) delete the reference to “Category 5” appearing in the final paragraph thereof and replace such reference with “Category 7” and (iii) amend and restate the pricing grid appearing therein to read as
follows: 








													
	 Leverage Ratio
	  	LIBOR
Spread	 	 	ABR
Spread	 	 	Commitment Fee
Rate	 
	 Category 1 < 1.50 to 1.00
	  	 	1.25	% 	 	 	0.25	% 	 	 	0.20	% 
	 Category 2 3 1.50 to 1.00 but < 2.00 to 1.00
	  	 	1.50	% 	 	 	0.50	% 	 	 	0.25	% 
	 Category 3 3 2.00 to 1.00 but < 2.50 to 1.00
	  	 	1.75	% 	 	 	0.75	% 	 	 	0.30	% 
	 Category 4 3 2.50 to 1.00 but < 3.00 to 1.00
	  	 	2.00	% 	 	 	1.00	% 	 	 	0.35	% 
	 Category 5 3 3.00 to 1.00 but < 3.50 to 1.00
	  	 	2.25	% 	 	 	1.25	% 	 	 	0.35	% 
	 Category 6 3 3.50 to 1.00 but < 4.00 to 1.00
	  	 	2.50	% 	 	 	1.50	% 	 	 	0.40	% 
	 Category 7 3 4.00 to 1.00
	  	 	2.75	% 	 	 	1.75	% 	 	 	0.45	% 

 (b) The definition of “Permitted Acquisition” set forth in Section 1.01 of the Credit Agreement
is hereby amended to amend and restate clause (iii) thereof to read as follows: 
 (iii) after giving effect to such
acquisition on a Pro Forma Basis, (x) the Leverage Ratio (1) is less than or equal to 3.50 to 1.00 or (2) if greater than 3.50 to 1.00, the cash consideration in such acquisition is permitted under the Annual Investment Limitation
contained in Section 6.04(t), and (y) the Borrower and its Restricted Subsidiaries are in compliance with each of the financial covenants set forth in Sections 6.11(b) and 6.11(c), 

(c) Section 1.01 of the Credit Agreement is hereby amended to add the following definitions thereto in the appropriate alphabetical order
and, where applicable, replace the corresponding previously existing definitions: 
 “Amendment No. 2 Effective
Date” means August 14, 2014. 
 “Consolidated Senior Secured Indebtedness” means, as of any
date, Consolidated Funded Indebtedness that is secured by a Lien on any assets of the Borrower or any of its Restricted Subsidiaries. 

“Senior Secured Leverage Ratio” means, on any date, the ratio of (a) Consolidated Senior Secured
Indebtedness on such date, minus unrestricted cash and Cash Equivalents, after giving effect to any adjustments for international tax effects at an assumed withholding rate of 35% (or such lesser statutory rate as may be in effect from time
to time), as applicable, in an aggregate amount not to exceed $100,000,000 to the extent held by the Borrower and the Restricted Subsidiaries on a consolidated basis on 

  
 2 








 
such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of
the fiscal quarter most recently ended prior to such date). For purposes of this Agreement, proceeds from Equity Issuances described in Section 6.04(r) shall be deemed not to be “unrestricted cash and Cash Equivalents.” 

(d) Clause (t) of Section 6.04 of the Credit Agreement is hereby amended to add the proviso “; provided that the Annual
Investment Limitation shall mean, for any fiscal year of the Borrower, the greater of (i) $40,000,000 and (ii) 3% of Consolidated Net Tangible Assets as of the first day of such fiscal year if, at the time of the making of such investment
and immediately after giving effect (including giving effect on a Pro Forma Basis) thereto, the Leverage Ratio is greater than 3.50 to 1.00” to the final sentence thereof. 

(e) Clause (a) of Section 6.11 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

(a) Leverage Ratio. The Borrower shall not permit the Leverage Ratio as of the end of each of its fiscal quarters set
forth below to be greater than the ratio set forth opposite such fiscal quarter: 
  

			
	 Fiscal Quarter Ending On or About
	  	Leverage Ratio
		
	 June 30, 2014
	  	4.00 to 1.00
	 September 30, 2014
	  	5.25 to 1.00
	 December 31, 2014
	  	5.25 to 1.00
	 March 31, 2015
	  	5.00 to 1.00
	 June 30, 2015
	  	4.50 to 1.00
	 September 30, 2015 and thereafter
	  	4.00 to 1.00

 (f) Section 6.11 of the Credit Agreement is hereby amended to add the following as a new clause
(c) thereof: 
 (c) Senior Secured Leverage Ratio. The Borrower shall not permit the Senior Secured Leverage
Ratio as of the end of any fiscal quarter of the Borrower to be greater than 2.50 to 1.00. 
 2. Conditions of Effectiveness. The
effectiveness of this Amendment is subject to the conditions precedent that: (a) the Administrative Agent shall have received counterparts of (i) this Amendment duly executed by the Borrower, the Required Lenders and the Administrative
Agent and (ii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors, (b) the Administrative Agent shall have received for the account of each Lender that delivers its executed signature page hereto by
such time as is requested by the Borrower and the Administrative Agent, an amendment fee equal to 0.10% of such Lender’s Commitment and (c) the Borrower shall have paid, to the extent invoiced, all reasonable out-of-pocket fees and
expenses of the Agents and their applicable affiliates (including reasonable attorneys’ fees and expenses) in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents. 

3. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows: 

(a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, 

  
 3 








 
valid and binding obligations of the Borrower, enforceable in accordance with their 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. 
 (b) As of the date hereof and after giving effect to the terms of this Amendment,
(i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, 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 date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall be 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) as of such earlier date. 

4. Reference to and Effect on the Credit Agreement. 

(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be
a reference to the Credit Agreement as amended hereby. 
 (b) Except as specifically amended above, the Credit Agreement and all other
documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. 

5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, but giving
effect to federal laws applicable to national banks. 
 6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 
 7. Counterparts. This
Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF
shall have the same force and effect as manual signatures delivered in person. 
 [Signature Pages Follow] 

  
 4 








 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

					
	DEAN FOODS COMPANY, as the Borrower
		
	By	 	 /s/ Timothy A. Smith

		 	Name:	 	Timothy A. Smith
		 	Title:	 	Senior Vice President and Treasurer



  
 Signature Page to
Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	JPMORGAN CHASE BANK, N.A., individually as a Lender and as Administrative Agent
		
	By	 	 /s/ Dana J. Moran

		 	Name:	 	Dana J. Moran
		 	Title:	 	Vice President



  
 Signature Page to
Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	Bank of America, N.A.
		
	By	 	/s/ David Catherall
		 	Name:	 	David Catherall
		 	Title:	 	Managing Director



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	American AgCredit, PCA
		
	By	 	/s/ Bradley K. Leafgren
		 	Name:	 	Bradley K. Leafgren
		 	Title:	 	Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	FARM CREDIT BANK OF TEXAS
		
	By	 	/s/ Luis M. H. Requejo
		 	Name:	 	Luis M. H. Requejo
		 	Title:	 	Director Capital Markets



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	SunTrust Bank
		
	By	 	/s/ Tesha Winslow
		 	Name:	 	Tesha Winslow
		 	Title:	 	Director



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	PNC BANK, NATIONAL ASSOCIATION
		
	By	 	/s/ Brett R. Schweikle
		 	Name:	 	Brett R. Schweikle
		 	Title:	 	Senior Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	 UNITED FCS, PCA D/B/A FCS COMMERCIAL

FINANCE GROUP, as a Lender

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



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK NEDERLAND,” NEW YORK BRANCH
		
	By	 	/s/ Robert M. Mandula
		 	Name:	 	Robert M. Mandula
		 	Title:	 	Managing Director
		
	By	 	/s/ James V. Kenwood
		 	Name:	 	James V. Kenwood
		 	Title:	 	Managing Director



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	COBANK, ACB
		
	By	 	/s/ Zachary Carpenter
		 	Name:	 	Zachary Carpenter
		 	Title:	 	Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	 Farm Credit Mid-America, PCA, f/k/a

Farm Credit Services of Mid-America, PCA

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



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	AgFirst Farm Credit Bank
		
	By	 	/s/ John Burnside, Jr.
		 	Name:	 	John Burnside, Jr.
		 	Title:	 	Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	AGSTAR FINANCIAL SERVICES, PCA
		
	By	 	/s/ Troy Mostaert
		 	Name:	 	Troy Mostaert
		 	Title:	 	Vice President Capital Markets



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	The Bank of Nova Scotia
		
	By	 	/s/ Rafael Tobon
		 	Name:	 	Rafael Tobon
		 	Title:	 	Director



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
		
	By	 	/s/ Harumi Kambara
		 	Name:	 	Harumbi Kambara
		 	Title:	 	Authorized Signatory



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	Bank of the West
		
	By	 	/s/ Temple H. Abney
		 	Name:	 	Temple H. Abney
		 	Title:	 	Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	Branch Banking and Trust Company, as a Lender
		
	By	 	/s/ Bradford F. Scott
		 	Name:	 	Bradford F. Scott
		 	Title:	 	Senior Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	COMPASS BANK, as a Lender
		
	By	 	/s/ Daniel Feldman
		 	Name:	 	Daniel Feldman
		 	Title:	 	Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	Credit Agricole Corporate & Investment Bank
		
	By	 	/s/ Blake Wright
		 	Name:	 	Blake Wright
		 	Title:	 	Managing Director
		
	By	 	/s/ James Austin
		 	Name:	 	James Austin
		 	Title:	 	Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH:
		
	By	 	/s/ Michael Spaight
		 	Name:	 	Michael Spaight
		 	Title:	 	Authorized Signatory
		
	By	 	/s/ Vipul Dhadda
		 	Name:	 	Vipul Dhadda
		 	Title:	 	Authorized Signatory



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	The Northern Trust Company
		
	By	 	/s/ Sara Bravo McCaulay
		 	Name:	 	Sara Bravo McCaulay
		 	Title:	 	Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Documentation Agent
		
	By	 	/s/ Andrew M. Widmer
		 	Name:	 	Andrew M. Widmer
		 	Title:	 	Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	HSBC Bank USA, National Association
		
	By	 	/s/ Brian B. Myers
		 	Name:	 	Brian B. Myers
		 	Title:	 	Senior Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	Regions Bank
		
	By	 	/s/ Robert L. Nelson
		 	Name:	 	Robert L. Nelson
		 	Title:	 	Senior Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	Name of Lender:
	
	Sumitomo Mitsui Banking Corp.
		
	By	 	/s/ Katsuyuki Kubo
		 	Name:	 	Katsuyuki Kubo
		 	Title:	 	Managing Director



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 CONSENT AND REAFFIRMATION 

The undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 2 to the Credit Agreement dated as of July 2,
2013 (the “Credit Agreement”) by and among Dean Foods Company (the “Borrower”), the financial institutions listed on the signature pages thereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent
for the Lenders (the “Administrative Agent”), which Amendment No. 2 is dated as of August 14, 2014 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall
have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the
Credit Agreement (including, but not limited to, the Security Agreement and the Subsidiary Guaranty) and any other Loan Document executed by it and acknowledges and agrees that such agreements and each and every such Loan Document executed by the
undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced
documents shall be a reference to the Credit Agreement as so modified by the Amendment. 
 Dated: August 14, 2014 

[Signature Pages Follow] 







 
					
	 ALTA-DENA CERTIFIED DAIRY, LLC

	 BERKELEY FARMS, LLC

	 COUNTRY FRESH, LLC

	 DEAN DAIRY HOLDINGS, LLC

	 DEAN EAST II, LLC

	 DEAN EAST, LLC

	 DEAN FOODS NORTH CENTRAL, LLC

	 DEAN FOODS OF WISCONSIN, LLC

	 DEAN HOLDING COMPANY

	 DEAN INTELLECTUAL PROPERTY SERVICES II, INC.

	 DEAN MANAGEMENT, LLC

	 DEAN SERVICES, LLC

	 DEAN TRANSPORTATION, INC.

	 DEAN WEST II, LLC

	 DEAN WEST, LLC

	 FRESH DAIRY DELIVERY, LLC

	 GANDY’S DAIRIES, LLC

	 GARELICK FARMS, LLC

	 LAND-O-SUN DAIRIES, LLC

	 MAYFIELD DAIRY FARMS, LLC

	 MIDWEST ICE CREAM COMPANY, LLC

	 MODEL DAIRY, LLC

	 REITER DAIRY, LLC

	 SAMPSON VENTURES, LLC

	 SHENANDOAH’S PRIDE, LLC

	 SOUTHERN FOODS GROUP, LLC

	 SUIZA DAIRY GROUP, LLC

	 TUSCAN/LEHIGH DAIRIES, INC.

	 VERIFINE DAIRY PRODUCTS OF SHEBOYGAN, LLC

		
	By	 	 /s/ Timothy A. Smith

		 	Name:	 	Timothy A. Smith
		 	Title:	 	Senior Vice President and Treasurer



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement 








 
					
	DIPS LIMITED PARTNER II
		
	By:	 	 CSC TRUST COMPANY OF DELAWARE, as Trustee

		
	By	 	 /s/ Alan R. Halpern

		 	Name:	 	Alan R. Halpern
		 	Title:	 	Vice President



  
 Signature Page to Consent
and Reaffirmation to Amendment No. 2 
 Dean Foods Company 

Credit Agreement