EX-10.2 7 d95335ex10-2.txt JOINDER AGREEMENT DATED DECEMBER 21, 2001 EXHIBIT 10.2 JOINDER AGREEMENT THIS JOINDER AGREEMENT (the "Agreement"), dated as of December 21, 2001, is by and between certain Subsidiaries of Dean Foods Company, formerly known as Suiza Foods Corporation, a Delaware corporation, which Subsidiaries are identified on the signature pages attached hereto (each a "Subsidiary Guarantor"), and FIRST UNION NATIONAL BANK, in its capacity as Administrative Agent under that certain Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), dated as of July 31, 2001, by and among DEAN FOODS COMPANY, formerly known as Suiza Foods Corporation, a Delaware corporation, as Borrower, the other Credit Parties identified therein, the banks and financial institutions from time to time parties thereto, First Union National Bank, as Administrative Agent (the "Administrative Agent"), Bank One, NA, as Syndication Agent, and Fleet National Bank, Harris Trust and Savings Bank and SunTrust Bank, as Co-Documentation Agents. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is an Additional Credit Party, and, consequently, the Credit Parties are required by Sections 5.10 and 5.13 of the Credit Agreement to cause the Subsidiary Guarantor to become a "Guarantor" thereunder. Accordingly, the Subsidiary Guarantor hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders: 1. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the Credit Agreement and a "Guarantor" for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Credit Parties set forth in Article III of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the Subsidiary Guarantor hereby (i) jointly and severally together with the other Guarantors, guarantees to each Lender, the Administrative Agent, the Swingline Lender and the Issuing Lender as provided in the Credit Agreement the prompt payment and performance of the Credit Party Obligations of the Borrower in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof and agrees that if any of such Credit Party Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Subsidiary Guarantor will, jointly and severally together with the other Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Credit Party Obligations of the Borrower, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. 2. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement are hereby amended to provide the information shown on the attached Schedule A. 3. The Borrower confirms that all of its obligations under the Credit Agreement are, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term "Credit Party Obligations," as used in the Credit Agreement, shall include all obligations of such Subsidiary Guarantor under the Credit Agreement and under each other Credit Document. 4. The Subsidiary Guarantor hereby agrees that upon becoming a Guarantor it will assume all Credit Party Obligations of a Guarantor as set forth in the Credit Agreement. 5. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts and things as the Administrative Agent may reasonably request in order to effect the purposes of this Agreement. 6. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. 7. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina. 2 IN WITNESS WHEREOF, each of the Borrower and the Subsidiary Guarantor has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. BORROWER: DEAN FOODS COMPANY, a Delaware corporation (formerly known as Suiza Foods Corporation) By: --------------------------------- Name: ------------------------------ Title: ------------------------------ 3 SUBSIDIARY GUARANTORS: NEPTUNE DELAWARE CORPORATION, a Delaware corporation DEAN MANAGEMENT CORPORATION, a Delaware corporation (formerly known as Suiza Management Corporation, by change of name only) SUIZA DAIRY GROUP HOLDINGS, INC., a Nevada corporation PREFERRED HOLDINGS, INC., a Delaware corporation (formerly known as Suiza Preferred Holdings, Inc., by change of name only) THOMPSON BEVERAGE ACQUISITION CORP., a Delaware corporation SFG CAPITAL CORPORATION, a Delaware corporation MORNINGSTAR FOODS HOLDINGS, INC., a Delaware corporation (formerly known as Suiza U.S. Holding Company, by change of name only) MORNINGSTAR FOODS INC., a Delaware corporation NEVA PLASTICS MANUFACTURING CORP., a Delaware corporation SUIZA DAIRY CORPORATION, a Delaware corporation SUIZA FRUIT CORPORATION, a Delaware corporation By: --------------------------------- Name: ------------------------------ Title: ------------------------------ MORNINGSTAR SERVICES INC., a Delaware corporation By: --------------------------------- Name: ------------------------------ Title: ------------------------------ 4 SUIZA DAIRY GROUP GP, LLC, a Delaware limited liability company DAIRY GROUP AVIATION, LLC, a Delaware limited liability company (formerly known as Suiza Dairy Group Aviation, LLC, by change of name only) COUNTRY FRESH, LLC, a Michigan limited liability company LONDON'S FARM DAIRY, LLC, a Delaware limited liability company DEAN NORTHEAST, LLC, a Delaware limited liability company (formerly known as Suiza GTL, LLC, by change of name only) NEW ENGLAND DAIRIES, LLC, a Delaware limited liability company TUSCAN/LEHIGH MANAGEMENT, L.L.C., a Delaware limited liability company DEAN SOUTHEAST, LLC, a Delaware limited liability company (formerly known as Suiza Southeast, LLC, by change of name only) BROUGHTON FOODS, LLC, a Delaware limited liability company DAIRY FRESH, LLC, a Delaware limited liability company LAND-O-SUN DAIRIES, LLC, a Delaware limited liability company LOUIS TRAUTH DAIRY, LLC, a Delaware limited liability company SCHENKEL'S ALL-STAR DAIRY, LLC, a Delaware limited liability company SCHENKEL'S ALL-STAR DELIVERY, LLC, a Delaware limited liability company DEAN SOUTHWEST, LLC, a Delaware limited liability company (formerly known as Suiza Southwest, LLC, by change of name only) COUNTRY DELITE FARMS, LLC, a Delaware limited liability company MODEL DAIRY, LLC, a Delaware limited liability company ROBINSON DAIRY, LLC, a Delaware limited liability company SFG MANAGEMENT LIMITED LIABILITY COMPANY, 5 a Delaware limited liability company SOUTHERN FOODS HOLDING COMPANY, LLC a Delaware limited liability company SULPHUR SPRINGS CULTURED SPECIALTIES, LLC, a Delaware limited liability company GARRIDO Y COMPANIA, LLC, a Delaware limited liability company SHENANDOAH'S PRIDE, LLC a Delaware limited liability company DEAN DAIRY SERVICES, LLC a Delaware limited liability company (formerly known as Suiza Dairy Services, LLC, by change of name only) RYAN FOODS COMPANY, LLC, a Delaware limited liability company (formerly Ryan Foods Company) DEAN DIP AND DRESSING COMPANY, LLC, a Delaware limited liability company (formerly Dean Dip and Dressing Company) By: --------------------------------- Name: ------------------------------ Title: ------------------------------ 6 SUIZA DAIRY GROUP, L.P., a Delaware limited partnership By: SUIZA DAIRY GROUP GP, LLC, a Delaware limited liability company By: ----------------------------- Name: -------------------------- Title -------------------------- SOUTHERN FOODS SERVICES, L.P., a Delaware limited partnership By: SFG MANAGEMENT LIMITED LIABILITY COMPANY, a Delaware limited liability company By: ----------------------------- Name: -------------------------- Title: -------------------------- SOUTHERN FOODS GROUP, L.P., a Delaware limited partnership By: SFG MANAGEMENT LIMITED LIABILITY COMPANY, a Delaware limited liability company By: ----------------------------- Name: -------------------------- Title: -------------------------- 7 TUSCAN/LEHIGH DAIRIES, L.P., a Delaware limited partnership By: TUSCAN/LEHIGH MANAGEMENT, L.L.C., a Delaware limited liability company and its general partner By: ----------------------------- Name: -------------------------- Title -------------------------- DEAN HOLDING COMPANY, a Delaware corporation (formerly known as Blackhawk Acquisition Corp., successor by merger to Dean Foods Company, a Delaware corporation) By: ----------------------------- Name: -------------------------- Title: -------------------------- 8 ALTA-DENA CERTIFIED DAIRY, INC., a Delaware corporation ALTA-DENA HOLDINGS, INC., a California corporation 31 LOGISTICS, INC., a Delaware corporation BARBER DAIRIES, INC., a Delaware corporation BELL DAIRY PRODUCTS, INC., a Texas corporation BERKELEY FARMS, INC., a California corporation CREAMLAND DAIRIES, INC., a New Mexico corporation DEAN DAIRY PRODUCTS COMPANY, a Pennsylvania corporation DEAN FOODS BUSINESS SERVICES COMPANY, a Delaware corporation DEAN FOODS COMPANY OF CALIFORNIA, INC., a Delaware corporation DEAN FOODS COMPANY OF INDIANA, INC. a Delaware corporation DEAN FOODS ICE CREAM COMPANY, a Delaware corporation DEAN FOODS NORTH CENTRAL, INC., a Delaware corporation DEAN FOODS REGIONAL BUSINESS SERVICES, INC., a Delaware corporation DEAN MILK COMPANY, INC., a Kentucky corporation DEAN MILK PROCUREMENT COMPANY, a Delaware corporation DEAN PICKLE AND SPECIALTY PRODUCTS COMPANY, a Wisconsin corporation DEAN SPECIALTY FOODS COMPANY, a Delaware corporation DEAN TRANSPORTATION, INC., an Ohio corporation DTMC, INC., a Delaware corporation ELGIN BLENDERS, INCORPORATED, an Illinois corporation GANDY'S DAIRIES, INC., a Texas corporation LIBERTY DAIRY COMPANY, a Michigan corporation 9 MCARTHUR DAIRY, INC., a Florida corporation MAYFIELD DAIRY FARMS, INC., a Delaware corporation MEADOW BROOK DAIRY COMPANY, a Pennsylvania corporation THE MEADOWS DISTRIBUTING COMPANY, an Illinois corporation PURITY DAIRIES, INCORPORATED, a Delaware corporation RDPC, INC., a Delaware corporation REITER DAIRY, INC., an Ohio corporation T.G. LEE FOODS, INC., a Florida corporation VERIFINE DAIRY PRODUCTS CORPORATION OF SHEBOYGAN, INC., a Wisconsin corporation WENGERT'S DAIRY, INC., a Delaware corporation RYAN FOODS NORTH CENTRAL, INC., a Delaware corporation By: --------------------------------- Name: ------------------------------ Title: ------------------------------ 10 MAPLEHURST FARMS, LLC, an Indiana limited liability company DEAN SPECIALTY FOODS GROUP, LLC, a Delaware limited liability company DEAN DAIRY HOLDINGS, LLC, a Delaware limited liability company DEAN MIDWEST, LLC, a Delaware limited liability company DEAN SOUTHEAST II, LLC, a Delaware limited liability company DEAN SOUTHWEST II, LLC, a Delaware limited liability company DEAN SOCAL, LLC, a Delaware limited liability company (formerly known as Suiza SoCal, LLC, by change of name only) DEAN DAIRY SPECIALTIES, LLC, a Delaware limited liability company ICE CREAM PRODUCTS, LLC, a Delaware limited liability company By: --------------------------------- Name: ------------------------------ Title: ------------------------------ 11 Accepted and agreed to as of the date first above written. FIRST UNION NATIONAL BANK, as Administrative Agent By: --------------------------------- Name: ------------------------------ Title: ------------------------------ 12 SCHEDULE A to Joinder Agreement Schedules to Credit Agreement 13