Exhibit 10.3


 





INCREASING LENDER SUPPLEMENT


 


INCREASING 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 and Coöperatieve
Rabobank U.A., New York Branch, as administrative agent (in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H


 


WHEREAS, pursuant to
Section 2.04 of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to effectuate
from time to time an increase in the Aggregate Commitment under the Credit Agreement by requesting one or more Lenders to increase
the amount of its Commitment;


 


WHEREAS, the Borrower
has given notice to the Administrative Agent of its intention to increase the Aggregate Commitment pursuant to such Section
2.04; and


 


WHEREAS, pursuant to
Section 2.04 of the Credit Agreement, the undersigned Increasing Lender now desires to increase the amount of its Commitment
under the Credit Agreement by executing and delivering to the Borrower and the Administrative Agent this Supplement;


 


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


 


1.                 
The undersigned increasing lender agrees, subject to the terms and conditions of the credit agreement, that on the date
of this supplement it shall have its commitment increased by $12,500,000, thereby making the aggregate amount of its total commitments
equal to $142,500,000.


 


2.                 
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.


 


3.                 
Terms defined in the Credit Agreement shall have their defined meanings when used herein.


 


4.                 
This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


5.                 
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.


 






    	 	1	 



     


    

 


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.


 


	 	COBANK, ACB
	 	 
	 	By:	/s/ Robert Prickett
	 	 	Name: Robert Prickett
	 	 	Title:   Vice President


 


	Accepted and agreed to as of the date first written above:	 
	 	 
	DEAN FOODS COMPANY	 
	 	 
	By:	/s/ Edgar A. DeGuia	 
	 	Name: Edgar A. DeGuia	 
	 	Title:   Vice President & Treasurer	 
	 	 	 
	Acknowledged as of the date first written above:	 
	 	 
	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,	 
	as Administrative Agent	 
	 	 
	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 Increasing Lender Supplement]