EX-10.2



 Exhibit 10.2 

EXECUTION COPY 
 AMENDMENT NO. 18 TO FIFTH AMENDED AND RESTATED 
 RECEIVABLES PURCHASE
AGREEMENT 
 AND 
 REAFFIRMATION OF PERFORMANCE UNDERTAKING 
 This Amendment No. 18 to
Fifth Amended and Restated Receivables Purchase Agreement (this “Amendment”) is entered into as of July 2, 2013, among Dairy Group Receivables, L.P., a Delaware limited partnership (“Dairy Group”) and 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 Servicer (each, a “Servicer” and collectively, the “Servicers”), each of the parties listed on the signature pages hereof as a Financial Institution (each, a “Financial Institution” and
collectively, the “Financial Institutions”), each of the parties listed on the signature pages hereof as a Company (each, a “Company” and collectively, the “Companies”), JPMorgan Chase Bank, N.A., as Agent
(the “Agent”), PNC Bank, National Association, as LC Bank, and Dean Foods Company, as Provider (“Provider”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in
the Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 2, 2007, among the Sellers, the Servicers party thereto, the Financial Institutions, the Companies and the Agent (as last amended by Amendment No. 17 thereto,
dated as of March 8, 2013, the “Existing Agreement,” and as further amended from time to time, the “Receivables Purchase Agreement.” 
 R E C I T A L S: 

WHEREAS, in connection with the Receivables Purchase Agreement, Provider entered into each of (i) that certain Third Amended and
Restated Performance Undertaking, dated as of March 30, 2004, in favor of Dairy Group and (ii) that certain Second Amended and Restated Performance Undertaking, dated as of March 30, 2004, in favor of Dairy Group II (collectively, the
“Performance Undertakings”); 
 WHEREAS, the Sellers, the Servicers, the Companies, the Financial Institutions
and the Agent desire to amend the Receivables Purchase Agreement and Provider desires to reaffirm its obligations under the Performance Undertakings, all as more fully described herein. 

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. Amendment to Receivables Purchase
Agreement. Subject to the terms and conditions set forth herein and upon satisfaction of the conditions precedent set forth in Section 3 hereof, the definition of “Dean Credit Agreement” set forth on Exhibit I to the
Receivables Purchase Agreement is hereby amended and restated as follows: 
 “Dean Credit
Agreement” means that certain Credit Agreement, dated as of July 2, 2013 by and among Dean Foods Company, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as









 AMENDMENT NO. 18 TO FIFTH
AMENDED AND RESTATED 
 RECEIVABLES PURCHASE
AGREEMENT 
 AND REAFFIRMATION OF PERFORMANCE
UNDERTAKING 
  

 
syndication agent and CoBank, ACB, Credit Agricole Corporate & Investment Bank, Raiffeisen – Boerenleenbank, B.A. “Rabobank Nederland,” New York Branch, Suntrust Bank and
Wells Fargo Bank, National Association, as co-documentation agents, without giving effect to any amendment, restatement, modification, refinancing or replacement thereof. 
 Section 2. Reaffirmation of Performance Guaranty. Provider acknowledges the amendments to the Receivables Purchase Agreement effected hereby and reaffirms that its obligations under
each of the Performance Undertakings and each other Transaction Document to which it is a party continue in full force and effect with respect to the Receivables Purchase Agreement. 

Section 3. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date hereof 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 of the parties hereto. 
 (b) 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 shall be true and correct
as though made on and as of the date hereof (and by its execution hereof, each Seller Party shall be deemed to have represented and warranted such). 
 (c) 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 Party shall be deemed to have represented and warranted such). 
 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 the Companies, the Financial Institutions 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” or to the “Purchase Agreement” or 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. 








 AMENDMENT NO. 18 TO FIFTH
AMENDED AND RESTATED 
 RECEIVABLES PURCHASE
AGREEMENT 
 AND REAFFIRMATION OF PERFORMANCE
UNDERTAKING 
  

 (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) Costs, Fees and Expenses. Each Seller agrees to reimburse the Agent and the Purchasers upon demand for all costs, fees and expenses (including the reasonable fees and expenses of Sidley Austin
LLP, counsel to the Agent and the Purchasers and the cost of rating the Commercial Paper by independent financial rating agencies) incurred in connection with the preparation, execution and delivery of this Amendment. 

(d) 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. 
 (e) 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. 
 (f) GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS. 
 (Signature Pages Follow) 








 AMENDMENT NO. 18 TO FIFTH
AMENDED AND RESTATED 
 RECEIVABLES PURCHASE
AGREEMENT 
 AND REAFFIRMATION OF PERFORMANCE
UNDERTAKING 
  

 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
	
	 DAIRY GROUP II RECEIVABLES II, L P,
 as a Seller

		
	By:	 	Dairy Group Receivables GP II, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Timothy A. Smith
	Name:	 	Timothy A. Smith
	Title:	 	President and Treasurer










 AMENDMENT NO. 18 TO FIFTH
AMENDED AND RESTATED 
 RECEIVABLES PURCHASE
AGREEMENT 
 AND REAFFIRMATION OF PERFORMANCE
UNDERTAKING 
  

 
			
	 CHARIOT FUNDING LLC,

as a Company

		
	By:	 	JPMorgan Chase Bank, N.A.
	Its:	 	Attorney-In-Fact
		
	By:	 	/s/ Joel Gedroic
	Name:	 	Joel Gedroic
	Title:	 	Executive Director
	
	 JPMORGAN CHASE BANK, N.A.
 as a Financial Institution, LC Participant and as Agent

		
	By:	 	/s/ Joel Gedroic
	Name:	 	Joel Gedroic
	Title:	 	Executive Director










 AMENDMENT NO. 18 TO FIFTH
AMENDED AND RESTATED 
 RECEIVABLES PURCHASE
AGREEMENT 
 AND REAFFIRMATION OF PERFORMANCE
UNDERTAKING 
  

 
			
	 NIEUW AMSTERDAM RECEIVABLES CORPORATION,
 as a Company

		
	By:	 	/s/ Bernard J. Angelo
	Name:	 	Bernard J. Angelo
	Title:	 	Vice President
	
	 COOPERATIVE CENTRALE RAIFFEISEN -
 BOERENLEENBANK B.A.
 “Rabobank International”, New York Branch, as a

Financial Institution and LC

Participant

		
	By:	 	/s/ Christopher Lew
	Name:	 	Christopher Lew
	Title:	 	Vice President
		
	By:	 	/s/ Dana Hartman
	Name:	 	Dana Hartman
	Title:	 	Executive Director










 AMENDMENT NO. 18 TO FIFTH
AMENDED AND RESTATED 
 RECEIVABLES PURCHASE
AGREEMENT 
 AND REAFFIRMATION OF PERFORMANCE
UNDERTAKING 
  

 
			
	 SUNTRUST BANK,
 as
a Company, Financial Institution, LC Participant
 and as SunTrust Company Agent

		
	By:	 	/s/ Michael Peden
	Name:	 	Michael Peden
	Title:	 	Vice President










 AMENDMENT NO. 18 TO FIFTH
AMENDED AND RESTATED 
 RECEIVABLES PURCHASE
AGREEMENT 
 AND REAFFIRMATION OF PERFORMANCE
UNDERTAKING 
  

 
			
	 MARKET STREET FUNDING LLC,
 as a Company

		
	By:	 	/s/ Doris J. Hearn
	Name:	 	Doris J. Hearn
	Title:	 	Vice President
	
	 PNC BANK, NATIONAL ASSOCIATION,
 as a Financial Institution, LC Participant and LC Bank

		
	By:	 	/s/ William P. Falcon
	Name:	 	William P. Falcon
	Title:	 	Senior Vice President










 AMENDMENT NO. 18 TO FIFTH
AMENDED AND RESTATED 
 RECEIVABLES PURCHASE
AGREEMENT 
 AND REAFFIRMATION OF PERFORMANCE
UNDERTAKING 
  

 
			
	 DEAN FOODS COMPANY,

as Provider

		
	By:	 	/s/ Timothy A. Smith
	Name:	 	Timothy A. Smith
	Title:	 	Senior Vice President, Finance and Treasurer
	
	 DEAN DAIRY HOLDINGS, LLC, as a Servicer
 SUIZA DAIRY GROUP, LLC, as a Servicer

		
	By:	 	/s/ Timothy A. Smith
	Name:	 	Timothy A. Smith
	Title:	 	Senior Vice President, Finance and Treasurer
	
	 ALTA-DENA CERTIFIED DAIRY, LLC, as a Servicer
 BERKELEY FARMS, LLC, as a Servicer
 COUNTRY FRESH, 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 WEST, LLC, as a Servicer
 DEAN WEST II, LLC, as a Servicer

GANDY’S DAIRIES, LLC, as a Servicer

GARELICK FARMS, LLC, as a Servicer

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










 AMENDMENT NO. 18 TO FIFTH
AMENDED AND RESTATED 
 RECEIVABLES PURCHASE
AGREEMENT 
 AND REAFFIRMATION OF PERFORMANCE
UNDERTAKING 
  

 
			
	 LAND-O-SUN DAIRIES, 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/ Timothy A. Smith
	Name:	 	Timothy A. Smith
	Title:	 	Senior Vice President, Finance and Treasurer