1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 4, 2001Agreement and Plan of Merger • April 9th, 2001 • Dean Foods Co • Dairy products • Delaware
andRights Agreement • May 29th, 1998 • Dean Foods Co • Dairy products • Illinois
ANDStock Purchase Agreement • August 31st, 1998 • Dean Foods Co • Dairy products • Illinois
RECITALS:Change in Control Agreement • April 9th, 2001 • Dean Foods Co • Dairy products • Delaware
1 EXHIBIT 10(a) EMPLOYMENT AGREEMENT AGREEMENT made on December 2 , 1996 between Dean Foods Company, a Delaware corporation (the "Company"), and Philip A. Marineau ("Executive"). In consideration of the mutual covenants contained herein and other good...Employment Agreement • April 7th, 1997 • Dean Foods Co • Dairy products • Illinois
ANDRights Agreement • August 31st, 1998 • Dean Foods Co • Dairy products • Illinois
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENTControl Agreement • August 10th, 2001 • Dean Foods Co • Dairy products
DEAN FOODS COMPANY 6.90% Senior Notes Due October 15, 2017 UNDERWRITING AGREEMENTDean Foods Co • October 8th, 1997 • Dairy products • New York
INDENTUREDean Foods Co • January 23rd, 1998 • Dairy products
RECITALSSecurity Agreement • April 1st, 2002 • Dean Holding Co • Dairy products • North Carolina
Rights Agent RIGHTS AGREEMENTRights Agreement • April 9th, 2001 • Dean Foods Co • Dairy products
CONFORMED COPY CREDIT AGREEMENT dated as of March 31, 1998Credit Agreement • August 31st, 1998 • Dean Foods Co • Dairy products • New York
No. $ CUSIP DEAN FOODS COMPANY Dean Foods Company, a Delaware corporation (herein called the "Issuer", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to...Dean Foods Co • January 23rd, 1998 • Dairy products
Dean Foods Company, a Delaware corporation (herein called the "Issuer", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________ or registered assigns, the principal sum of ___________ United States Dollars on _______________, and to pay interest, semiannually on ____________ and _______________ of each year, commencing _______________, on said principal sum, at the rate per annum specified in the title of this [ ], on a semiannual bond equivalent basis using a 360-day year composed of twelve 30-day months from the _______________ or the ___________, as the case may be, next preceding the date of this [ ] to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this [ ], or unless no interest has been paid on this [ ], in which case from ______________, _____________, until payment of said principal sum has been made o
JOINDER AGREEMENTJoinder Agreement • April 1st, 2002 • Dean Holding Co • Dairy products • North Carolina
May 27, 2001 2.4:1 August 26,2001 2.4:1 November 25,2001 2.4:1 February 24, 2002 2.4:1 May 26, 2002 2.4:1 August 25, 2002 and thereafter 3.0:1 SECTION 3. Amendments to Pricing Schedule. The Pricing Schedule attached to the Credit Agreement is hereby...Credit Agreement • August 10th, 2001 • Dean Foods Co • Dairy products • New York
Harris Trust & Savings Bank, as Co-Agent and Morgan Guaranty Trust Company of New York, as AgentCredit Agreement • August 22nd, 1997 • Dean Foods Co • Dairy products • New York
SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT, dated the 4th day of March, 1998 (the "Agreement") by and between DEAN FOODS COMPANY ("Dean") and RICHARD E. BAILEY ("Employee"). WHEREAS, Dean has offered employment to Employee as President and Chief...Severance Agreement • August 31st, 1998 • Dean Foods Co • Dairy products • Illinois
EXHIBIT 2.2 SECURITIES EXCHANGE AGREEMENT This Securities Exchange Agreement (this "Agreement") is made and entered into as of this 21st day of December, 2001 by and between Dean Holding Company, a Delaware corporation ("DHC"), and Morningstar Foods,...Securities Exchange Agreement • January 7th, 2002 • Dean Holding Co • Dairy products • Delaware
1 EXHIBIT 10(a) AMENDATORY AGREEMENT THIS AMENDATORY AGREEMENT (this "Amendatory Agreement") is entered into on September 10, 1998, by and between Dean Foods Company, a Delaware corporation ("Dean"), and Agrilink Foods, Inc., a New York corporation...Amendatory Agreement • October 14th, 1998 • Dean Foods Co • Dairy products
July 13, 1998Dean Foods Co • August 31st, 1998 • Dairy products
May 23, 2001 VIA FEDERAL EXPRESS Mr. Richard E. Bailey Dear Dick: This letter is to confirm our recent conversation regarding a clarification of the letter agreement dated April 30, 2001 (the "Severance Agreement") between you and Dean Foods Company...Dean Foods Co • August 10th, 2001 • Dairy products
1 EXHIBIT 10(B) SEVERANCE, CONSULTING AND NON-COMPETE AGREEMENT This Agreement is made and entered into as of December 5, 1996 by and between DEAN FOODS COMPANY, a Delaware corporation (the "Company"), and THOMAS L. ROSE ("Executive"). RECITALS: A....Consulting and Non-Compete Agreement • April 7th, 1997 • Dean Foods Co • Dairy products • Illinois
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • June 23rd, 2005 • Dean Holding Co • Dairy products
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) executed as of June 22, 2005 by and among Dean Holding Company, a Delaware corporation (formerly, Dean Foods Company) (the “Company”), Dean Pickle and Specialty Products Company, a Wisconsin corporation (“Dean Pickle”) and The Bank of New York Trust Company N.A. (as successor to The Bank of New York), as Trustee (the “Trustee”).
DISTRIBUTION AGREEMENTDistribution Agreement • June 30th, 2005 • Dean Holding Co • Dairy products • Delaware
Distribution Agreement, dated as of June 24, 2005 (the “Agreement”) by and between Dean Holding Company, a Wisconsin corporation formerly known as Dean Pickle and Specialty Products Company (“Pickle”), TreeHouse Foods, Inc., a Delaware corporation (the “Company”) and Dean Foods Company, a Delaware corporation (the “Sole Stockholder”).
1 EXHIBIT 10 April 3, 2000 PERSONAL AND CONFIDENTIAL Mr. William R. McManaman {Address intentionally omitted} Dear Bill: This letter is to confirm our recent conversation and serve as a binding agreement between you and Dean Foods Company (the...Dean Foods Co • April 12th, 2000 • Dairy products
Memorandum of AmendmentDean Holding Co • June 23rd, 2005 • Dairy products
This memorandum is intended to amend that certain Employment Agreement dated as of January 27, 2005 (the “Employment Agreement”) by and between TreeHouse Foods, Inc., f/k/a Dean Specialty Foods Holdings, Inc. (the “Company”), and you pursuant to Section 10(k) of the Employment Agreement. This memorandum is further intended to amend that certain Stockholders Agreement dated as of January 27, 2005 (the “Stockholders Agreement”) among the Company, Dean Foods Company, all of you and certain other individuals who may become a party thereto, pursuant to Section 12 of the Stockholders Agreement.
April 30, 2001 PERSONAL AND CONFIDENTIAL Mr. Richard E. Bailey Dear Dick: This letter is to confirm our recent conversation and serve as a binding agreement between you and Dean Foods Company (the "Company") concerning your separation from employment...Dean Foods Co • August 10th, 2001 • Dairy products
