Dean Foods Company 22,500,000 Shares1 Common Stock, par value $0.01 per share Underwriting AgreementDean Foods Co • May 6th, 2009 • Ice cream & frozen desserts • New York
Dean Foods Company, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell an aggregate of 22,500,000 shares (the “Firm Stock”) of the Company’s common stock, par value, $0.01 per share (the “Common Stock”) to the several underwriters named in Schedule I (the “Underwriters”) pursuant to this agreement. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 shares (the “Optional Stock”) of Common Stock to cover overallotments, if any, as provided in Section 2 hereof. The Firm Stock and, if and to the extent such option is exercised, the Optional Stock are collectively called the “Stock”. Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities Inc. (“J.P. Morgan”), Barclays Capital Inc. and Wachovia Capital Markets, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with t
