EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
 AMENDMENT
NO. 1 
 Dated as of June 12, 2014 

to 
 CREDIT AGREEMENT 

dated as of July 2, 2013 

THIS AMENDMENT NO. 1 (“Amendment”) is made as of June 12, 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 “LIBO Rate” appearing in
Section 1.01 of the Credit Agreement is amended and restated in its entirety to read as follows: 
 “LIBO
Rate” means, with respect to any LIBOR Borrowing for any applicable Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for
dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such
screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (in each case the “LIBOR
Screen Rate”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be
zero for purposes of this Agreement; provided, further, that if a LIBOR Screen Rate shall not be available at such time for such Interest Period (the “Impacted Interest Period”), then the LIBO Rate for such Interest
Period shall be the Interpolated 







 
Rate; provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. It is understood and agreed that all of the terms and
conditions of this definition of “LIBO Rate” shall be subject to Section 2.14. 
 (b) Clause (k) of Section 6.07 of
the Credit Agreement is hereby amended and restated in its entirety to read as new clauses (k) and (l) thereof as follows: 

(k) the Borrower may repurchase and otherwise redeem its common shares in an aggregate amount not to exceed $25,000,000 during
its fiscal year ending December 31, 2014; and (l) the Borrower and its Restricted Subsidiaries may make other Restricted Payments so long as at the time of the making thereof and after giving effect thereto on a Pro Forma Basis,
(i) no Default shall have occurred and/or be continuing or be directly or indirectly caused as a result thereof and (ii) the Borrower is in compliance with the financial covenants set forth in Section 6.11; provided that if the
Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payment) would be greater than 3.25 to 1.00, the Borrower may only make Restricted Payments pursuant to this clause (l) if, after giving effect to such
Restricted Payment, the aggregate amount of all such Restricted Payments made pursuant to this clause (l) does not exceed $30,000,000 during any fiscal year of the Borrower. 

(c) 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 any fiscal quarter of the Borrower
to be greater than (i) 4.00 to 1.00 for each fiscal quarter ending on or prior to September 30, 2014 and (ii) 3.50 to 1.00 for each fiscal quarter ending thereafter. 

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 0.03% 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, 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


  
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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] 

  
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 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. 1 
 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. 1 
 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
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








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



  
 Signature Page to
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	Name of Lender:
	
	 SunTrust Bank

		
	By	 	/s/ Garrett O’Malley
		 	Name: Garrett O’Malley
		 	Title: Director



  
 Signature Page to
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch:
		
	By	 	/s/ Pamela Beal
		 	Name: Pamela Beal
		 	Title: Executive Director
		
	By	 	/s/ Robert M. Mandula
		 	Name: Robert M. Mandula
		 	Title: Managing Director



  
 Signature Page to
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	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
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	Name of Lender:
	
	 COBANK, ACB

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



  
 Signature Page to
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By	 	/s/ Kelli Poindexter
		 	Name: Kelli Poindexter
		 	Title: Vice President



  
 Signature Page to
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	Name of Lender:
	
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

		
	By	 	/s/ Harumi Kambara
		 	Name: Harumi Kambara
		 	Title: Authorized Signatory



  
 Signature Page to
Amendment No. 1 
 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
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	HSBC Bank USA, N.A.
		
	By	 	/s/ Brian Meyers
		 	Name: Brian Meyers
		 	Title: Senior V.P. Corporate Banking



  
 Signature Page to
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	COMPASS BANK, as a Lender
		
	By	 	/s/ Michael Dixon
		 	Name: Michael Dixon
		 	Title: Senior Vice President



  
 Signature Page to
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	Name of Lender:
	
	 AgFirst Farm Credit Bank

		
	By 	 	/s/ Neda K. Beal
		 	Name: Neda K. Beal
		 	Title: Vice President



  
 Signature Page to
Amendment No. 1 
 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
Amendment No. 1 
 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
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	Branch Banking and Trust Company
		
	By	 	/s/ Bradford F. Scott
		 	Name: Bradford F. Scott
		 	Title: Senior Vice President



  
 Signature Page to
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	Sumitomo Mitsui Banking Corporation
		
	By	 	/s/ David W. Kee
		 	Name: David W. Kee
		 	Title: Managing Director



  
 Signature Page to
Amendment No. 1 
 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
Amendment No. 1 
 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
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	UNITED FCS, PCA D/B/A FCS COMMERCIAL FINANCE GROUP, as a Lender
		
	By	 	/s/ Lisa Caswell
		 	Name: Lisa Caswell
		 	Title: Vice President



  
 Signature Page to
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
		
	 By
	 	 /s/ Michael Spaight

		 	 Name: Michael Spaight

		 	 Title: Authorized Signatory

		
	 By
	 	 /s/ Tyler R. Smith

		 	 Name: Tyler R. Smith

		 	 Title: Authorized Signatory




  
 Signature Page to
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








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



  
 Signature Page to
Amendment No. 1 
 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
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 
			
	Name of Lender:
	
	 THE BANK OF NOVA SCOTIA

		
	By	 	/s/ David Mahmood
		 	Name: David Mahmood
		 	Title: Managing Director



  
 Signature Page to
Amendment No. 1 
 Dean Foods Company 

Credit Agreement 








 CONSENT AND REAFFIRMATION 

The undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 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. 1 is dated as of June 12, 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: June 12, 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 IT, 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. 1 
 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. 1 
 Dean Foods Company 

Credit Agreement