UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
DEAN FOODS COMPANY
6.90% Notes due October 15, 2017
No. 1 $150,000,000
CUSIP 242361AB9
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 CEDE &
Co. or its registered assigns, the principal sum of One Hundred Fifty Million
United States Dollars on October 15, 2017, and to pay interest, semiannually on
April 15 and October 15 of each year, commencing April 15, 1998, on said
principal sum, at the rate per annum specified in the title of this Note, on a
semiannual bond equivalent basis using a 360-day year composed of twelve 30-day
months from the April 15 or the October 15, as the case may be, next preceding
the date of this Note 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
Note, or unless no interest has been paid on this Note, in which case from
October 6, 1997, until payment of said principal sum has been made or duly
provided for. Payments of such principal and interest shall be made at the
office or agency of the Issuer in The City of New York, State of New York,
which, subject to the right of the Issuer to vary or terminate the appointment
of such agency, shall initially be at the principal office or agency of First
Trust National Association, 100 Wall Street, Suite 2000, New York, New York
10005; provided, that payment of interest may be made at the
option of the Issuer by check mailed to the address of the person entitled
thereto as such address shall appear on the Security Register. The interest so
payable on any April 15 or October 15, will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Note is registered at the close of business on the
April 1 or October 1, as the case may be, next preceding such April 15 or
October 15.
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee or Authentication Agent under the Indenture referred to on the
reverse hereof.
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IN WITNESS WHEREOF, DEAN FOODS COMPANY has caused this instrument to
be signed by its duly authorized officers and has caused its corporate seal to
be affixed hereunto or imprinted hereon.
DEAN FOODS COMPANY
By:___________________________
Chairman of the Board and
Chief Executive Officer
ATTEST:
________________________
Title:
This is one of the Securities of the Series designated herein referred
to in the within-mentioned Indenture.
Dated: October 6, 1997 FIRST TRUST NATIONAL ASSOCIATION,
as Trustee
By:__________________________________
Authorized Signatory
ATTEST:
________________________
Title:
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[FORM OF REVERSE OF NOTE]
DEAN FOODS COMPANY
6.90% Note due October 15, 2017
This Note is one of a duly authorized issue of debt securities of the
Company (herein called the "Securities"), issuable in one or more Series,
unlimited in aggregate principal amount except as may be otherwise provided in
respect of the Securities of a particular Series, issued and to be issued under
and pursuant to an Indenture dated as of January 15, 1995 (herein called the
"Indenture"), duly executed and delivered by the Company to First Trust National
Association (successor to the Bank of America Illinois), as Trustee (the
"Trustee"), and is one of a Series designated as the 6.90% Notes due October 15,
2017 limited in aggregate principal amount to $150,000,000. Reference is hereby
made to the Indenture for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of Securities (including Holders of the Securities of this Series)
and of the terms upon which the Securities are, and are to be, authenticated and
delivered. The Securities may be issued in one or more Series, which different
Series may be issued in various aggregate principal amounts, may bear interest
at different rates, which may be fixed or variable, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase or
analogous funds (if any) and may otherwise vary as provided in the Indenture.
The Securities are general, direct, unconditional and unsecured
obligations of the Company and will rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company.
If an Event of Default shall have occurred and be continuing with
respect to the Notes, unless the principal of all of the Notes shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Notes then Outstanding, may
declare the entire principal of, and premium, if any, on all of the Notes then
Outstanding and the interest accrued thereon to be due and payable immediately
in the manner and with the effect provided in the Indenture. Prior to a
declaration of acceleration of the Maturity of any Notes, the Holders of not
less than a majority in aggregate principal amount of the Notes then Outstanding
with respect to which a default or breach or an Event of Default shall have
occurred and be continuing may on behalf of the Holders of all of the Notes
waive any past default or breach or Event of Default and its consequences,
except a default or breach or Event of Default in the payment of principal of,
or premium, if any, or interest on any Notes. Upon any such waiver, such
default or breach shall cease to exist, and any Event of Default arising
therefrom shall be deemed
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to have been cured with the effect provided in the Indenture but no such waiver
shall extend to any subsequent or other default or breach or Event of Default or
impair any right consequent on such subsequent default or breach or Event of
Default.
The Indenture permits the amendment thereof and the modification of
the rights and obligations of the Issuer and the rights of the Holders under the
Indenture at any time by the Issuer and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
Outstanding of all Series which are affected by such amendment or modification,
except that certain amendments which do not adversely affect the rights of any
Holder of the Securities may be made without the approval of Holders of the
Securities and no amendment or modification may, among other things, extend the
Stated Maturity of any Security, reduce the principal amount thereof, reduce the
rate or extend the time of payment of any interest thereon without the consent
of the Holder of each Security so affected or reduce the aforesaid majority in
aggregate principal amount of Securities of any Series, the consent of the
Holders of which is required for any such amendment or modification, without the
consent of the Holders of all Securities of each affected Series.
Notwithstanding any provision in the Indenture or any provision of
this Note, the Holder of this Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of, and premium, if any, and
interest on this Note at the times, place and rate, and in the coin or currency
herein prescribed.
As provided in the Indenture and subject to certain limitations set
forth therein, transfer of this Note is registrable on the Security Register,
upon due presentment for registration of transfer of this Note at the office or
agency of the Issuer in The City of New York, State of New York, or such other
offices or agencies as the Issuer may designate, and thereupon the Issuer shall
execute and the Trustee shall authenticate and deliver in the name of the
transferee or transferees a new Security or Securities of Authorized
Denomination, of the same series and of like aggregate principal amount at
Stated Maturity. "Authorized Denominations" means $1,000 or any amount in
excess thereof which is an integral multiple of $1,000.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. As provided in the
Indenture, and subject to certain limitations set forth therein, Notes in
registered form are exchangeable for one or more new Securities of this series
and of like tenor, for the same aggregate principal amount and of Authorized
Denominations, as requested by the Holder surrendering the same at the agency of
the Issuer in The City of New York, State of New York. No service charge shall
be made for any such
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exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may
deem and treat the registered Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment of, or
on account of, the principal hereof and premium, if any, and interest hereon,
and for all other purposes, and neither the Issuer nor the Trustee nor any
authorized agent of the Issuer or the Trustee shall be affected by any notice to
the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in this Note,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, of the
Issuer or of any successor corporation, either directly or through the Issuer or
any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.
The Indenture with respect to any Series will be discharged and
cancelled except for certain Sections thereof, subject to the terms of the
Indenture, upon the payment of all the Securities of such Series or upon the
irrevocable deposit with the Trustee of cash or Government Obligations (or a
combination thereof) sufficient for such payment in accordance with Article Ten
of the Indenture.
The Indenture and this Note shall be deemed to be contracts made under
the laws of the State of New York, and for all purposes shall be governed by and
construed in accordance with the laws of such State.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT
MIN ACT -__________________ Custodian________________
(Custodian) (minor)
Under Uniform Gifts to Minor Act (_______________)
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT FORM
================================================================================
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
--------------------------
---------------------------
Insert assignee's soc. sec. or tax I.D. no.
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
and irrevocably appoint_________________________________________________________
________________________________________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
________________________________________________________________________________
Dated: ________________ ______________________________________________
______________________________________________
NOTICE: The signature to this assignment must correspond with the name as
it appears on the first page of the within Note in every particular, without
alteration or enlargement or any change whatever; and
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Trustee, which requirements include
membership or participation in STAMP or such other "signature guaranty program"
as may be determined by the Trustee in addition to or in substitution for STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.
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