Exhibit 10.2


 


AMENDMENT
NO. 3 TO NINTH AMENDED AND RESTATED 


RECEIVABLES PURCHASE
AGREEMENT


 


This Amendment No. 3
to Ninth Amended and Restated Receivables Purchase Agreement (this “Amendment”) is entered into as of March
27, 2020 among Dairy Group Receivables, L.P., a Delaware limited partnership (“Dairy Group”), Dairy Group Receivables
II, L.P., a Delaware limited partnership (“Dairy Group II” and, together with Dairy Group, the “Sellers”
and each a “Seller”), each of the parties listed on the signature pages hereof as a “Company” (the
 “Companies” and each a “Company”), each of the parties listed on the signature pages hereof
as a “Financial Institution” (the “Financial Institutions” and each a “Financial Institution”)
and Coöperatieve Rabobank U.A., New York Branch, as agent for the Purchasers (the “Agent”). Capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in, or by reference in, the Ninth Amended
and Restated Receivables Purchase Agreement, dated as of November 14, 2019, among the Seller Parties, Financial Institutions, Companies,
the Agent and the Co-Agent (as amended by the Amendment No. 1 to Ninth Amended and Restated Receivables Purchase Agreement, dated
as of December 16, 2019, the Amendment No. 2 to Ninth Amended and Restated Receivables Purchase Agreement, dated as of February
10, 2020, the Final Order (as defined in the Dean Credit Agreement), and the Amended Bid Procedures Order (as defined in the Dean
Credit Agreement), the “Existing Agreement,” and as further amended from time to time, the “Receivables
Purchase Agreement”).


 


RECITALS:


 


WHEREAS, the Sellers
wish to amend the Existing Agreement in certain respects, upon and subject to the terms and conditions set forth in this Amendment;


 


WHEREAS, pursuant to
Section 14.1(b) of the Existing Agreement, each Company, each Seller and the Agent, at the direction of the Required Purchasers,
may amend the Existing Agreement upon and subject to the terms and conditions set forth in this Amendment.


 


NOW, THEREFORE, in consideration
of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:


 


Section 1. Amendments.
Subject to the terms and conditions set forth herein and upon satisfaction of the conditions precedent set forth in Section 2
hereof, Exhibit I of the Existing Agreement is amended by deleting the stricken text (indicated textually in the same manner
as the following example: stricken text) and by inserting the text therein which
is double underlined (indicated textually in the same manner as the following example: double
underlined text) in the place where such text appears below:


 


“Dean
Credit Agreement” means that certain Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of
the Effective Date (as amended by the Final Order (as defined in the Dean Credit Agreement) and,
the Amended Bid Procedures Order (as defined in the Dean Credit Agreement), the First Amendment to Senior Secured Superpriority
Debtor-In-Possession Credit Agreement, dated as of February 10, 2020,
and the Second Amendment to Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of March 27, 2020),
by and among Provider, the lenders from time to time party thereto, and Coöperatieve Rabobank U.A., New York Branch., as
administrative agent, lead arranger and bookrunner, without giving effect to any further amendment, restatement, modification,
waiver, refinancing or replacement thereof (including, without limitation, any extension of any time for compliance with, or other
modification to the terms of, Section 5.14 of the Dean Credit Agreement), in each case, unless consented to in writing by the
Agent and the Required Purchasers.


 






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Section 2. Conditions
to Effectiveness of Amendment. This Amendment shall become effective as of the date hereof (the “Amendment Effective
Date”) upon the satisfaction of the following conditions precedent:


 


(a)                  
Amendment. The Agent shall have received, on or before the date hereof, executed counterparts of this Amendment duly
executed by each Company and each Seller.


 


(b)                 
Amendment to Dean Credit Agreement. The Agent shall have received, on or before the date hereof, executed counterparts
of the Second Amendment to Senior Secured Superpriority Debtor-In-Possession Credit Agreement, which amendment shall have become
effective in accordance with its terms.


 


(c)                  
Representations and Warranties. As of the date hereof, both before and after giving effect to this Amendment, all
of the representations and warranties contained in the Receivables Purchase Agreement and in each other Transaction Document (except
representations and warranties which relate to a specific date, which were true and correct as of such date) shall be true and
correct as though made on and as of the date hereof (and by its execution hereof, each Seller shall be deemed to have represented
and warranted such).


 


(d)                 
No Amortization Event or Potential Amortization Event. As of the date hereof, both before and after giving effect
to this Amendment, no Amortization Event or Potential Amortization Event shall have occurred and be continuing (and by its execution
hereof, each Seller shall be deemed to have represented and warranted as such).


 


Section
3.Release; Covenant not to Sue.


 


(a)                  
In consideration of this Amendment and the agreements and waivers of the Agent and each Company set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Seller Party, and each
of their respective successors and assigns (collectively, as the “Releasing Parties” and each, individually,
as a “Releasing Party”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges
the Agent and each Company and their respective successors and assigns, and their respective present and former shareholders, affiliates,
subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Agent,
each Company and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually
as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies,
agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses,
rights of set off, demands and liabilities whatsoever of every name and nature now known or unknown, suspected or unsuspected,
both at law and in equity, which any Releasing Party may hold, have or claim to have against the Releasees or any of them for,
upon, or by reason of any circumstance, action, cause or thing whatsoever, for or on account of, or in relation to, or in any way
in connection with this Amendment or the transactions hereunder, in each case which has arisen at any time on or prior to the Amendment
Effective Date; provided that for the avoidance of doubt, nothing in this Section 3 shall affect continuing obligations of the
Releasees under this Amendment, the Existing Agreement and the other Transaction Documents.


 






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(b)                 
Each Seller Party confirms, on behalf of itself and each other Releasing Party, that it and they (i) understand, acknowledge
and agree that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction
against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such
release and (ii) agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter
be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above.


 


(c)                  
Each Seller Party, on behalf of itself and each other Releasing Party, hereby absolutely, unconditionally and irrevocably
covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or
otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to Section 3.



 


Section
4.Miscellaneous.


 


(a)                  
Effect; Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and
shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver or modification of
any other term or condition of the Receivables Purchase Agreement or of any other instrument or agreement referred to therein;
or (ii) prejudice any right or remedy which any Purchaser, the LC Bank or the Agent may now have or may have in the future under
or in connection with the Receivables Purchase Agreement or any other instrument or agreement referred to therein. Each reference
in the Receivables Purchase Agreement to “this Agreement,” “herein,” “hereof” and words of
like import and each reference in the other Transaction Documents to the “Receivables Purchase Agreement” shall mean
the Receivables Purchase Agreement, as amended hereby. This Amendment shall be construed in connection with and as part of the
Receivables Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the
Receivables Purchase Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby
ratified and confirmed and shall remain in full force and effect.


 






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(b)                 
Transaction Documents. This Amendment is a Transaction Document executed pursuant to the Receivables Purchase Agreement
and shall be construed, administered and applied in accordance with the terms and provisions thereof.


 


(c)                  
Counterparts. This Amendment may be executed in any number of counterparts, each such counterpart constituting an
original and all of which when taken together shall constitute one and the same instrument.


 


(d)                 
Severability. Any provision contained in this Amendment which is held to be inoperative, unenforceable or invalid
in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions
of this Amendment in that jurisdiction or the operation, enforceability or validity of such provision in any other jurisdiction.


 


(e)                  
GOVERNING LAW. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT
OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY
CODE.


 


(f)                   
Direction of Required Purchasers. By its execution of a signature page hereto, each Company and each Financial Institution
represents to the Agent that, together with the other Companies and Financial Institutions executing a signature page hereto, all
such Companies and Financial Institutions comprise the “Required Purchasers” and hereby directs the Agent to execute
this Amendment.


 


 


 


(Signature Pages Follow)


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.


 





	 	DAIRY GROUP RECEIVABLES, L.P., as a Seller
	 	 	 
	 	By: Dairy Group Receivables GP, LLC
	 	 	 
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Kristy N. Waterman
	 	Name: Kristy N. Waterman
	 	Title: Senior Vice President, General Counsel and Corporate Secretary
	 	 	 
	 	DAIRY GROUP RECEIVABLES II, L.P., as a Seller
	 	 	 
	 	By: Dairy Group Receivables GP II, LLC
	 	 	 
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Kristy N. Waterman
	 	Name: Kristy N. Waterman
	 	Title: Senior Vice President, General Counsel and Corporate Secretary


  


Signature
Page to Amendment No 3 to Ninth Amended and Restated Receivables Purchase Agreement


 









     

    



    

 


 





	 	ALTA-DENA CERTIFIED DAIRY, LLC, as a Servicer
	 	BERKELEY FARMS, LLC, as a Servicer
	 	COUNTRY FRESH, LLC, as a Servicer
	 	DEAN DAIRY HOLDINGS, LLC, as a Servicer
	 	DEAN EAST, LLC as a Servicer
	 	DEAN EAST II, LLC as a Servicer
	 	DEAN FOODS NORTH CENTRAL, LLC, as a Servicer
	 	DEAN FOODS OF WISCONSIN, LLC, as a Servicer
	 	DEAN WEST, LLC, as a Servicer
	 	DEAN WEST II, LLC, as a Servicer
	 	FRIENDLY’S ICE CREAM HOLDINGS CORP., as a Servicer
	 	FRIENDLY’S MANUFACTURING AND RETAIL, LLC, as a Servicer
	 	GARELICK FARMS, LLC, as a Servicer
	 	MAYFIELD DAIRY FARMS, LLC, as a Servicer
	 	MIDWEST ICE CREAM COMPANY, LLC, as a Servicer
	 	MODEL DAIRY, LLC, as a Servicer
	 	REITER DAIRY, LLC, as a Servicer
	 	SHENANDOAH’S PRIDE, LLC, as a Servicer
	 	SOUTHERN FOODS GROUP, LLC, as a Servicer
	 	SUIZA DAIRY GROUP, LLC, as a Servicer
	 	TUSCAN/LEHIGH DAIRIES, INC., as a Servicer VERIFINE DAIRY PRODUCTS OF SHEBOYGAN, LLC, as a Servicer
	 	 	 
	 	By:	/s/
Kristy N. Waterman 
	 	Name: Kristy N. Waterman
	 	Title: Senior Vice President, General Counsel and Corporate Secretary


 





Signature
Page to Amendment No 3 to Ninth Amended and Restated Receivables Purchase Agreement










 






     

    



    

 





	 	DEAN FOODS COMPANY,
	 	as a Provider
	 	 	 
	 	By:	/s/ Kristy N. Waterman
	 	Name: Kristy N. Waterman
	 	Title: Senior Vice President, General Counsel and Corporate Secretary


 





Signature
Page to Amendment No 3 to Ninth Amended and Restated Receivables Purchase Agreement







 




     

    



    

 


	 	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Agent
	 	 	 
	 	By: 	/s/ Christopher Lew 
	 	Name: Christopher Lew
	 	Title: MD
	 	 	 
	 	By: 	/s/ Jinyang Wang 
	 	Name: Jinyang Wang
	 	Title: Vice President





 


Signature
Page to Amendment No 3 to Ninth Amended and Restated Receivables Purchase Agreement


 









     

    



    

 





	 	COÖPERATIEVE RABOBANK U.A., as a Financial Institution
	 	 	 
	 	By:	/s/ T.V.H. Stive-Pham
	 	Name: T.V.H. Stive-Pham
	 	Title: Director
	 	 	 
	 	By: 	/s/ E. Van Esveld
	 	Name: E. Van Esveld
	 	Title: M.D.


 


Signature
Page to Amendment No 3 to Ninth Amended and Restated Receivables Purchase Agreement


 









     

    



    

 


	 	NIEUW AMERSTERDAM RECEIVABLES CORPORATION B.V., as a Company
	 	 	 
	 	By: 	/s/ M.W. Knol 
	 	Name: M.W. Knol
	 	Title: Proxyholder
	 	 	 
	 	By: 	/s/ Edwin van Ankeren 
	 	Name: Edwin van Ankeren
	 	Title: Director


 





Signature
Page to Amendment No 3 to Ninth Amended and Restated Receivables Purchase Agreement


 









     

    



    

 





	 	ACF FINCO I LP, as a Company and Financial Institution
	 	 	 
	 	By: 	/s/ Oleh Szczupak 
	 	Name: Oleh Szczupak
	 	Title: Authorized Signor


  


Signature
Page to Amendment No 3 to Ninth Amended and Restated Receivables Purchase Agreement


 









     

    



    

 





	 	CAPITAL ONE, NATIONAL ASSOCIATION, as a Company and Financial Institution
	 	 	 
	 	By: 	/s/ Julianne Low 
	 	Name: Julianne Low
	 	Title: Senior Director


  





Signature
Page to Amendment No 3 to Ninth Amended and Restated Receivables Purchase Agreement