0000950134-05-022271 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 28th, 2005 • Dean Foods Co/ • Ice cream & frozen desserts • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 18, 2005, by and among DEAN FOODS COMPANY, a Delaware corporation (the “Borrower”), those certain subsidiaries of the Borrower party to the Credit Agreement referred to below (the “Guarantors”), the lenders party to the Credit Agreement defined below (the “Lenders”) pursuant to the authorization (in the form attached hereto as Annex I, the “Authorization”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as Syndication Agent for the Lenders (the “Syndication Agent”) and BANK OF AMERICA, N.A., HARRIS TRUST AND SAVINGS BANK and SUNTRUST BANK, each as a documentation agent (collectively, the “Documentation Agents”). Except as otherwise defined in this Amendment, terms defined in the Credit Agreement referred to below are used herein as defined therein.

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