Exhibit 10.2





 


AUGMENTING LENDER SUPPLEMENT


 


AUGMENTING LENDER SUPPLEMENT,
dated August 27, 2019 (this “Supplement”), by and among each of the signatories hereto, to the Credit Agreement,
dated as of February 22, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Dean Foods Company (the “Borrower”), the Lenders party thereto, Coöperatieve
Rabobank U.A., New York Branch, as administrative agent (in such capacity, the “Administrative Agent”), Coöperatieve
Rabobank U.A., New York Branch, as swingline lender (in such capacity, the “Swingline Lender”) and Coöperatieve
Rabobank U.A., New York Branch, as issuing bank (in such capacity, the “Issuing Bank”).


 


W I T N E S S E T H


 


WHEREAS, the Credit Agreement
provides in Section 2.04 thereof that any bank, financial institution or other entity may extend Commitments under the Credit Agreement
subject to the approval of the Borrower and the Administrative Agent, by executing and delivering to the Borrower and the Administrative
Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and


 


WHEREAS, the undersigned
Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto;


 


NOW, THEREFORE, each
of the parties hereto hereby agrees as follows:


 


1.                 
The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall,
on the date of this Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a
party thereto, with a Commitment with respect to Revolving Loans of $40,000,000.


 


2.                 
The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement;
(b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently
and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement
or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument
or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with
such powers as are incidental thereto; (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform
in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it
as a Lender; and (f) represents and warrants that all of the representations and warranties contained in Sections 8.4(c) and (d)
of the Credit Agreement are true and correct and hereby agrees to the covenants contained in such Sections.


 






    	 	1	 



     


    

 


3.                 
The undersigned’s address for notices for the purposes of the Credit Agreement is as follows:


 


CIT Northbridge Funding
I LLC


 


11 West 42nd
Street, 12th Floor


 


New York, NY 10036


 


Attn: Portfolio Manager
(Dean Foods Company)


 


4.                 
The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as
of the date hereof.


 


5.                 
Terms defined in the Credit Agreement shall have their defined meanings when used herein.


 


6.                 
This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


7.                 
This Supplement 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 one and the same
document.


 


[remainder of this page intentionally left
blank]


 






    	 	2	 



     


    







 


IN WITNESS WHEREOF, each
of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above
written.


 


	 	CIT NORTHBRIDGE FUNDING I LLC
	 	 
	 	By:	/s/ David Chang
	 	 	Name: David Chang
	 	 	Title:   Authorized Signatory


 


 


	Accepted and agreed to as of the date first written above:	 
	 	 
	DEAN FOODS COMPANY	 
	 	 
	By:	/s/ Kristy N. Waterman	 
	 	Name: Kristy N. Waterman	 
	 	Title:   Vice President, Deputy General Counsel	 
	 	 and Deputy Corporate Secretary	 
	 	 	 
	 	 	 
	Acknowledged as of the date first written above:	 
	 	 
	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,	 
	as Administrative Agent, Swingline Lender and Issuing Bank	 
	 	 
	By:	/s/ Eric Hurshman	 
	 	Name: Eric Hurshman	 
	 	Title:   Managing Director	 
	 	 	 
	By:	/s/ Eric J. Rogowski	 
	 	Name: Eric J. Rogowski	 
	 	Title:   Executive Director	 







 





[Signature Page to Augmenting Lender Supplement]