Distribution Agreement

Exhibit 2.1

Distribution Agreement

Dated as of June 27, 2005

Between

Dean Foods Company

and

TreeHouse Foods, Inc.

Table of Contents

i

ii

Schedules

iii

DISTRIBUTION AGREEMENT

          THIS DISTRIBUTION AGREEMENT is made on June 27, 2005 by and between Dean Foods Company, a Delaware corporation (“ Dean ”), and TreeHouse Foods, Inc., a Delaware corporation (“ TreeHouse ”).

          WHEREAS, Dean, through its subsidiaries, operates the Specialty Foods Group, MochaMix ®, SecondNature ®, and food service dressings businesses (collectively, the “ Transferred Businesses ”);

          WHEREAS, the Board of Directors of Dean has determined that it would be advisable and in the best interests of Dean and its stockholders for Dean to transfer and assign, or cause to be transferred and assigned, to TreeHouse substantially all the business, operations, assets and liabilities related to the Transferred Businesses;

          WHEREAS, Dean desires to transfer and assign, or cause to be transferred or assigned, to the TreeHouse Parties the assets and properties of the Transferred Businesses and the TreeHouse Parties desire to accept the transfer and assignment of such assets and to assume, or cause to be assumed, the liabilities and obligations arising out of or relating to the Transferred Businesses (the “ Contribution ”);

          WHEREAS, the Board of Directors of Dean has determined that it would be advisable and in the best interests of Dean and its stockholders for Dean to distribute on a pro rata basis to the holders of Dean’s common stock, par value $0.01 per share (the “ Dean Common Stock ”), without any consideration being paid by the holders of such Dean Common Stock, all of the outstanding shares of TreeHouse common stock, par value $0.01 per share (together with the preferred share purchase rights associated therewith, the “ TreeHouse Common Stock ”), then owned by Dean (the “ Distribution ”);

          WHEREAS, for federal income tax purposes, the Distribution is intended to qualify under Section 355 of the Internal Revenue Code of 1986, as amended (the “ Code ”); and

          WHEREAS, it is appropriate and desirable to set forth the principal transactions required to effect the Contribution and Distribution and certain other agreements that will govern the relationship of Dean and TreeHouse following the Distribution.

          NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto hereby agree as follows:

ARTICLE I.
DEFINITIONS

          Section 1.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth in this Section 1.1.

          “ Actions ” means any action, claim, demand, suit, arbitration, inquiry, subpoena, discovery request, proceeding or investigation by or before any court or grand jury, any governmental or other regulatory or administrative entity, agency or commission or any arbitration tribunal, domestic or foreign.

          “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. For the purpose of this definition, the term “control” means the power to direct the management of an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” has the meaning correlative to the foregoing. After the Distribution, TreeHouse and Dean shall not be deemed to be under common control for purposes hereof due solely to the fact that TreeHouse and Dean have common stockholders.

          “ Agent ” means The Bank of New York, the distribution agent appointed by Dean to distribute shares of TreeHouse Common Stock pursuant to the Distribution.

          “ Agreement ” has the meaning set forth in the first paragraph of this Agreement.

          “ Assumed Actions ” has the meaning set forth in Section 6.8(a).

          “ Assumed Liabilities ” has the meaning set forth in Section 2.3.

          “ Balance Sheet ” has the meaning set forth in Section 2.1(a).

          “ Co-Pack Agreement ” means the Co-Pack Agreement, dated the date hereof, between Dean and TreeHouse.

          “ Code ” has the meaning set forth in the Recitals.

          “ Contracts ” has the meaning set forth in Section 2.1(h).

          “ Contribution ” has the meaning set forth in the Recitals.

          “ Conveyancing Instruments ” has the meaning set forth in Section 4.1.

          “ Copyrights ” means United States and foreign copyrights, both registered and unregistered, along with the registrations and applications to register any such copyrights.

          “ Corporate Transactions ” means, collectively, each of the mergers, transfers, conveyances, contributions, distributions, dividends, assignments, redemptions and other transactions described or contemplated by the Information Statement and the Private Letter Ruling (or in the various Private Letter Ruling request submissions made to the IRS in connection therewith).

          “ Dean ” has the meaning set forth in the first paragraph of this Agreement.

          “ Dean Common Stock ” has the meaning set forth in the Recitals.

          “ Dean Indemnified Parties ” has the meaning set forth in Section 10.2.

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          “ Dean Parties ” means Dean and its Subsidiaries (including those formed or acquired after the date hereof).

          “ Dean Policies ” has the meaning set forth in Section 8.2.

          “ Distribution ” has the meaning set forth in the Recitals.

          “ Distribution Date ” means the date on which the Distribution is paid to holders of Dean Common Stock on the Record Date.

          “ Employee Matters Agreement ” means the Employee Matters Agreement, dated the date hereof, between Dean and TreeHouse.

          “ Employment Agreements ” means the Employment Agreements, dated as of January 27, 2005, between TreeHouse and each of the Management Investors.

          “ Environmental Permits ” has the meaning set forth in Section 6.1(b).

          “ Escalation Notice ” has the meaning set forth in Section 11.1(a).

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          “ Expenses ” means any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

          “ Foreign Exchange Rate ” means, with respect to any currency other than United States dollars, as of any date of determination, the average of the opening bid and asked rates on such date at which such currency may be exchanged for United States dollars as quoted by Citibank, N.A. (or any successor thereto or other major money center commercial bank agreed to by the Parties).

          “ Governmental Authority ” means any foreign, federal, state, local or other government, governmental, statutory or administrative authority, regulatory body or commission or any court, tribunal or judicial or arbitral body.

          “ Indemnified Party ” has the meaning set forth in Section 10.5(a).

          “ Indemnifying Party ” has the meaning set forth in Section 10.5(a).

          “ Indemnity Payment ” has the meaning set forth in Section 10.5(a).

          “ Information ” has the meaning set forth in Section 12.1(a).

          “ Information Statement ” has the meaning set forth in Section 6.7.

          “ Insurance Charges ” has the meaning set forth in Section 8.6.

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          “ Intercompany Agreements ” means any Contract between Dean or one of its Subsidiaries and TreeHouse or one of its Subsidiaries entered into prior to the Distribution excluding this Agreement and the Operating Agreements.

          “ IRS ” means the Internal Revenue Service.

          “ Letters of Credit ” has the meaning set forth in Section 8.9.

          “ Liability ” means any and all debts, liabilities and obligations, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising (unless otherwise specified in this Agreement), including all costs and expenses relating thereto, and including, without limitation, those debts, liabilities and obligations arising under any law, rule, regulation, Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitrator of any kind, and those arising under any contract, commitment or undertaking.

          “ Losses ” means any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, fees, expenses, deficiencies, claims or other charges, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown (including, without limitation, the costs and expenses of any and all Actions, threatened Actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened Actions).

          “ Management Investors ” means Sam K. Reed, David B. Vermylen, E. Nichol McCully, Thomas E. O’Neill, and Harry J. Walsh.

          “ Material Governmental Approvals and Consents ” means any material notices, reports or other filings to be made with or to, or any material consents, registrations, approvals, permits, clearances or authorizations to be obtained from, any Governmental Authority.

          “ Non-Permitted Names ” has the meaning set forth in Section 6.9.

          “ NYSE ” means the New York Stock Exchange, Inc.

          “ Operating Agreements ” means the Transition Services Agreement, the Employee Matters Agreement, the Tax Sharing Agreement, the Trademark License Agreements, the Co-Pack Agreement, and any other agreement regarding the ongoing business and service relationships between the Dean Parties and TreeHouse following the Distribution.

          “ Owned Real Property ” has the meaning set forth in Section 2.1(d)(i).

          “ Party ” means Dean or TreeHouse.

          “ Patents ” means United States and foreign patents and applications for patents, including any continuations, continuations-in-part, divisions, renewals, reissues and extensions thereof.

          “ Payment Period ” has the meaning set forth in Section 6.6.

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          “ Person ” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

          “ Personal Property Leases ” has the meaning set forth in Section 2.1(e).

          “ Prime Rate ” means the prime rate as published in The Wall Street Journal on the last day of the applicable Payment Period.

          “ Private Letter Ruling ” means the private letter ruling received by Dean from the IRS on April 29, 2005.

          “ Privilege ” has the meaning set forth in Section 12.8(a).

          “ Privileged Information ” has the meaning set forth in Section 12.8(a).

          “ Real Estate Leases ” has the meaning set forth in Section 2.1(d)(ii).

          “ Receivables ” has the meaning set forth in Section 2.1(b)(i).

          “ Record Date ” means the date determined by the Board of Directors of Dean as the record date for the Distribution.

          “ Registration Statement ” has the meaning set forth in Section 6.7.

          “ Retained Assets ” has the meaning set forth in Section 2.2.

          “ Retained Business ” means the business of Dean and its Subsidiaries other than the Transferred Businesses.

          “ Retained Contracts ” has the meaning set forth in Section 2.1(h).

          “ Retained Liabilities ” has the meaning set forth in Section 2.4.

          “ Retained Names ” has the meaning set forth in Section 2.2(e).

          “ SEC ” means the United States Securities and Exchange Commission.

          “ Self Insurance Costs ” has the meaning set forth in Section 8.9.

          “ Shared Contracts ” means any Contract with a third Person that directly benefits both Dean and TreeHouse following the Distribution.

          “ Software ” means computer software programs, in source code and object code form, including, without limitation, all related source diagrams, flow charts, specifications, documentation and all other materials and documentation necessary to allow a reasonably skilled third party programmer or technician to maintain, support or enhance the Software.

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          “ Specified Employee Liabilities ” means the following Liabilities of any Dean Party:

     (a) any termination or severance payments or benefits owing or becoming payable to any Business Employee;

     (b) any liability resulting from any collective bargaining agreement entered into between any Dean Party and a union representing a Business Employee, any liability resulting from TreeHouse’s failure to assume any such collective bargaining agreement, or any liability resulting from any negotiation or any amendments or modifications to such collective bargaining agreements that TreeHouse negotiates or implements;

     (c) any liability resulting from any Multiemployer Plan relating to the Transferred Businesses, including, but not limited to, any contribution required to be made to such Multiemployer Plan or any liability to such Multiemployer Plan that occurs as a result of the Distribution;

     (d) any liability resulting from any Dean Welfare Plan or Non-ERISA Benefit Arrangement related to any Business Employee, including, but not limited to, any claims payable on or after the Distribution Date, any liability related to the continuation of coverage of Business Employees under the Dean Welfare Plans, and any premium payments due as of the Distribution Date;

     (e) any liability resulting from any TreeHouse Welfare Plan;

     (f) any liability resulting from any TreeHouse flexible spending account plan or any liability resulting from any Dean flexible spending account plan related to any Business Employee;

     (g) any claims by any Business Employee for (i) weekly indemnity and short-term disability benefits and (ii) long-term disability benefits;

     (h) any liability resulting from any agreement, including, but not limited to, confidentiality and non-compete agreements, entered into between any Dean Party and Business Employees;

     (i) any liability resulting from any agreement entered into between any Dean Party and independent contractors providing services to the Transferred Businesses;

     (j) any liability resulting from any wages, salary, incentive compensation, commissions and bonuses payable to Business Employees;

     (k) any liability resulting from any immigration-related rights, obligations and liabilities related to Business Employees, including, but not limited to, all obligations, liabilities and undertakings of any labor condition applications filed on behalf of H-1B employees;

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     (l) any claims of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category brought by Business Employees;

     (m) any claims by Business Employees for workers’ compensation;

     (n) any liability resulting from any vacation, sick, personal, bereavement or flex day or holiday accrued by Business Employees;

     (o) any liability resulting from any TreeHouse 401(k) Plan, TreeHouse Union 401(k) Plan, TreeHouse Pension Plan or TreeHouse Deferred Compensation Plan; and

     (p) any liability resulting from any Dean 401(k) Plan, Dean Union 401(k) Plan or Dean Pension Plan related to any Business Employee.

All capitalized terms used in the preceding definition not defined in this Agreement shall have the meanings set forth in the Employee Matters Agreement. Notwithstanding the foregoing, “Specified Employee Liabilities” do not include any liabilities or claims described in paragraphs (a), (b), (h), (j), (k), (l) and (m) above that did not arise out of or in connection with, involve or in any way relate to, directly or indirectly, any Business Employee’s employment by any of the Transferred Businesses.

          “ Stockholders Agreement ” means the Stockholders Agreement dated as of January 27, 2005, among TreeHouse, Dean, the Management Investors and each other Person who becomes a party thereto.

          “ Subsidiary ” means, when used with reference to any Person, any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries. After the Distribution, TreeHouse and Dean shall not be deemed to be under common control for purposes hereof due solely to the fact that TreeHouse and Dean have common stockholders.

          “ Taxes ” means all federal, state, local or foreign taxes, charges, fees, duties, levies, imposts, rates or assessments, including, but not limited to, income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise, payroll, withholding, social security, value added or other taxes, including any interest, penalties or additions to tax attributable thereto, and a “Tax” shall mean any one of such Taxes.

          “ Tax Sharing Agreement ” means the Tax Sharing Agreement, dated the date hereof, between Dean and TreeHouse.

          “ Third Party Claim ” has the meaning set forth in Section 10.6(a).

          “ Third Party Consents ” has the meaning set forth in Section 6.4(a).

          “ Trademark License Agreements ” means (a) the Trademark License Agreement, dated the date hereof, between Dean and TreeHouse and (b) the Trademark License Agreement, dated the date hereof, between TreeHouse and Dean, Dean Intellectual Property Services II, L.P., a Delaware limited partnership and Dean Specialty Intellectual Property Services, L.P., a Delaware limited partnership.

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          “ Trademarks ” means all United States, state and foreign trademarks, service marks, logos, trade dress and trade names, domain names, websites and all other trade identities whether registered or unregistered, including all goodwill associated with the foregoing, and all registrations and pending applications to register the foregoing.

          “ Transferred Actions ” has the meaning set forth in Section 6.8(b).

          “ Transferred Assets ” has the meaning set forth in Section 2.1.

          “ Transferred Businesses ” has the meaning set forth in the recitals.

          “ Transferred Intellectual Property ” has the meaning set forth in Section 2.1(g).

          “ Transition Services Agreement ” means the Transition Services Agreement, dated the date hereof, between Dean and TreeHouse.

          “ TreeHouse ” has the meaning set forth in the first paragraph of this Agreement.

          “ TreeHouse Common Stock ” has the meaning set forth in the recitals.

          “ TreeHouse Distributable Share ” means for each holder of record of Dean Common Stock as of the close of business on the Record Date one share of TreeHouse Common Stock for every five (5) shares of Dean Common Stock outstanding and held of record by such holder at such time.

          “ TreeHouse Indemnified Parties ” has the meaning set forth in Section 10.3.

          “ TreeHouse Parties ” means TreeHouse and its Subsidiaries (including those formed or acquired after the date hereof).

          “ TreeHouse Share(s) ” mean(s) each share of TreeHouse Common Stock.

          Section 1.2 Interpretation . (a) In this Agreement, unless the context clearly indicates otherwise:

               (i) words used in the singular include the plural and words used in the plural include the singular;

               (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement;

               (iii) reference to any gender includes the other gender;

               (iv) the word “including” means “including but not limited to”;

               (v) reference to any Article, Section, Exhibit or Schedule means such Article or Section of, or such Exhibit or Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

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               (vi) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof;

               (vii) reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

               (viii) reference to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

               (ix) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

               (x) accounting terms used herein shall have the meanings historically ascribed to them by Dean and its Subsidiaries based upon Dean’s internal financial policies and procedures in effect prior to the date of this Agreement;

               (xi) if there is any conflict between the provisions of the body of this Agreement and the Exhibits or Schedules hereto, the provisions of the body of this Agreement shall control unless explicitly stated otherwise in such Exhibit or Schedule;

               (xii) the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

               (xiii) any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be; and

               (xiv) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States.

          (b) This Agreement was negotiated by the Parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against either Party shall not apply to any construction or interpretation hereof.

ARTICLE II.
BUSINESS SEPARATION

          Section 2.1 Transfer of Transferred Businesses . As more fully set forth in this Article II and subject to the terms and conditions of this Agreement and the Operating Agreements, prior to the Distribution, Dean shall, and shall cause its Subsidiaries to, convey, assign, transfer, contribute and set over, or cause to be conveyed, assigned, transferred, contributed and set over,

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to the TreeHouse Parties, and Dean and TreeHouse shall cause the TreeHouse Parties to accept and receive, all right, title and interest of Dean and its Subsidiaries in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise, that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses (other than the Retained Assets) (all of such assets being hereinafter referred to as the “ Transferred Assets ”), including the following:

          (a)  Balance Sheet Assets . All assets reflected or disclosed on the unaudited balance sheet of the Transferred Businesses as of March 31, 2005 attached as Exhibit A hereto (the “ Balance Sheet ”) that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses, subject to acquisitions, dispositions and adjustments in the operation of the Transferred Businesses from the date of the Balance Sheet through the Distribution Date;

          (b)  Receivables .

               (i) All accounts receivable, notes receivable, lease receivables, prepayments (other than prepaid insurance), advances and other receivables arising out of or produced by the Transferred Businesses and owing by any Persons (the “ Receivables ”); and

               (ii) All cash payments received after the Distribution Date on account of the Receivables;

          (c)  Inventories . All supplies, packaging, work-in-process and other inventories that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses;

          (d)  Owned Real Property and Real Estate Leases .

               (i) Those certain parcels of land described on Schedule 2.1(d)(i) (the “ Owned Real Property ”) and any and all improvements, fixtures, machinery, equipment and other property located on the premises demised under such Owned Real Property; and

               (ii) Those certain real estate leases set forth on Schedule 2.1(d)(ii) (the “ Real Estate Leases ”) and any and all improvements, fixtures, machinery, equipment and other property located on the premises demised under such Real Estate Leases;

          (e)  Personal Property Leases . Those certain machinery, equipment or other tangible personal property leases (the “ Personal Property Leases ”) set forth on Schedule 2.1(e) ;

          (f)  Equipment . All fixtures, machinery, installations, equipment, computers, furniture, tools, spare parts, supplies, automobiles, trucks, materials, and other personal property that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses;

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          (g)  Intellectual Property . (i) All Copyrights, Patents and Trademarks set forth on Schedule 2.1(g) ; (ii) all Software used primarily in the Transferred Businesses, including the Software set forth on Schedule 2.1(g) ; (iii) all business and technical information, non-patented inventions, including the patent disclosures set forth on Schedule 2.1(g) , discoveries, processes, formulations, trade secrets, know-how and technical data that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses made or conceived by employees, consultants or contractors of Dean or its Subsidiaries as to which Dean or its Subsidiaries have rights under any agreement or otherwise relating to the foregoing; (iv) all business and technical information, non-patented inventions, discoveries, processes, formulations, trade secrets, know-how and technical data that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses made or conceived by third parties as to which Dean or its Subsidiaries have rights pursuant to executory agreements with said third parties relating to the foregoing; and (v) all permits, grants, contracts, agreements and licenses running to or from Dean or its Subsidiaries relating to the foregoing; and all rights that are associated with the foregoing (collectively, the “ Transferred Intellectual Property ”);

          (h)  Contracts . Except for the Contracts listed on Schedule 2.1(h) (the “ Retained Contracts ”), all of the contracts, agreements, arrangements, leases (other than Real Estate Leases and Personal Property Leases), manufacturers’ warranties, memoranda, understandings and offers open for acceptance of any nature, whether written or oral that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses (the “ Contracts ”), including the following:

               (i) all Contracts related to acquisitions or divestitures of assets or stock, except to the extent indicated on Schedule 2.1(h)(i) ;

               (ii) all supplier Contracts, including those set forth on Schedule 2.1(h)(ii) ;

               (iii) all Contracts with third parties relating to services provided to, or for the benefit of, the Transferred Businesses, including those set forth on Schedule 2.1(h)(iii) ; and

               (iv) the Shared Contracts set forth on Schedule 2.1(h)(iv) ; and

               (v) any Contracts set forth on Schedule 2.1(h)(v).

          (i)  Permits and Licenses . All permits, approvals, licenses, franchises, authorizations or other rights granted by any Governmental Authority held or applied for by Dean and its Subsidiaries and that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses or that relate primarily to the Transferred Assets, and all other consents, grants and other rights that are used primarily for the lawful ownership of the Transferred Assets or the operation of the Transferred Businesses, in each case to the extent legally transferable to TreeHouse;

          (j)  Claims and Indemnities . All rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether absolute or contingent, contractual or otherwise, in favor of Dean or any of its Subsidiaries relating primarily to the Transferred Businesses, including the right to sue, recover and retain such recoveries and the right to continue in the name of Dean and its Subsidiaries any pending actions relating to the foregoing, and to recover and retain any damages therefrom (including all manufacturers’

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warranties or guarantees related primarily to the Transferred Assets and all manufacturers’ or third party service or replacement programs related primarily to the Transferred Assets);

          (k)  Books and Records . All books and records (including all records pertaining to customers, suppliers and personnel), wherever located, that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses;

          (l)  Supplies . All office supplies, production supplies, spare parts, purchase orders, forms, labels, shipping material, art work, catalogues, sales brochures, operating manuals and advertising and promotional material and all other printed or written material that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses;

          (m)  Employee Benefit Assets . Assets relating to the provision of benefits to present or former employees of the Transferred Businesses (including, without limitation, pension and other post-retirement benefit assets) or relating to the Specified Employee Liabilities; and

          (n)  Other Assets . All other assets, tangible or intangible, including all goodwill, that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses, other than e-mail addresses.

          Section 2.2 Retained Assets . Notwithstanding anything to the contrary herein, the following assets (the “ Retained Assets ”) are not, and shall not be deemed to be, Transferred Assets:

          (a) cash and cash equivalents, any cash on hand or in bank accounts, certificates of deposit, commercial paper and similar securities, except for (i) deposits securing bonds, letters of credit, leases and all other obligations that primarily relate to, or are primarily held for use in connection with, the Transferred Businesses, and (ii) bank accounts of TreeHouse (it being understood and agreed that on or prior to the Distribution Date, Dean will sweep, and will be entitled to retain, any and all available cash in the bank accounts of TreeHouse);

          (b) the Retained Contracts;

          (c) any amounts accrued on the books and records of Dean or its Subsidiaries with respect to any Retained Liabilities;

          (d) any right, title or interest in and to any prepaid insurance premiums for the Dean Policies existing immediately prior to the Distribution;

          (e) the trade names “Dean,” “Carb Conquest” and “Fieldcrest” (and any derivatives of any such trade name) and associated logos (collectively, the “ Retained Names ”) and all Trademarks other than the Trademarks set forth on Schedule 2.1(g) ;

          (f) all Copyrights and Patents other than those set forth on Schedule 2.1(g) ; and

          (g) all assets of Dean and its Subsidiaries other than the Transferred Assets.

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          Section 2.3 Assumption of Liabilities . In connection with the transactions contemplated by Section 2.1, and except as set forth in Section 2.4, TreeHouse shall, and shall cause the TreeHouse Parties to, assume on a joint and several basis with TreeHouse, and to pay, comply with and discharge all contractual and other Liabilities of Dean or its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Transferred Businesses, whether due or to become due, including:

          (a) all Liabilities of Dean and its Subsidiaries that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Transferred Businesses from the date of the Balance Sheet through the Distribution Date;

          (b) all Liabilities of Dean and its Subsidiaries under or related to the Real Estate Leases, the Personal Property Leases and the Contracts, such assumption to occur as (i) assignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to TreeHouse, or (ii) subcontractor, sublessee or sublicensee as provided in Section 6.2 if such assignment of such Real Estate Leases, Personal Property Leases and Contracts and/or proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other contracting party;

          (c) all Liabilities of any Dean Party related to the Business Employees (as defined in the Employee Matters Agreement) including, without limitation, the Specified Employee Liabilities;

          (d) all Liabilities of Dean and its Subsidiaries related to any and all Actions asserting a violation of any law, rule or regulation arising out of the operations of the Transferred Businesses or the ownership or use of the Transferred Assets, whether before or after the Distribution Date and all Liabilities relating to Assumed Actions;

          (e) all Liabilities for which TreeHouse is liable in accordance with the terms of the Operating Agreements;

          (f) if registration of the TreeHouse Common Stock occurs and trading of the TreeHouse Common Stock commences, up to $10,000,000 of fees and expenses incurred by Dean and TreeHouse in connection with (i) drafting, negotiating and implementing this Agreement, the Stockholders Agreement, the Employment Agreements or any of the Operating Agreements and (ii) planning, analyzing and executing the Distribution; and

          (g) all other Liabilities of Dean and its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Transferred Businesses, whether existing on the date hereof or arising at any time or from time to time after the date hereof, and whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and whether or not reflected on the books and records of Dean and its Subsidiaries or TreeHouse and its Subsidiaries or the Balance Sheet.

          The Liabilities described in this Section 2.3 are referred to in this Agreement collectively as the “ Assumed Liabilities .”

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          Section 2.4 Retained Liabilities . Notwithstanding anything to the contrary in this Agreement, neither TreeHouse nor any of the other TreeHouse Parties shall assume any of the following Liabilities of the Dean Parties (the “ Retained Liabilities ”):

          (a) Liabilities consisting of indebtedness for borrowed money (other than capital lease obligations) to, or guarantees for any such indebtedness of, Dean, any of its Affiliates (other than TreeHouse) or any third party;

          (b) Liabilities for which Dean is liable in accordance with the terms of the Operating Agreements; and

          (c) Liabilities arising out of the ownership or use of the Retained Assets or the operation of the Retained Business.

          Section 2.5 Termination of Existing Intercompany Agreements . Except as otherwise expressly provided in this Agreement, the Operating Agreements, the Stockholders Agreement or as set forth on Schedule 2.5 , and except for all receivables accrued in the ordinary course of business of the Dean Parties and TreeHouse, all Intercompany Agreements and all other intercompany arrangements and course of dealings, whether or not in writing and whether or not binding, in effect immediately prior to the Distribution Date, shall be terminated and be of no further force and effect from and after the Distribution Date.

          Section 2.6 Shared Contracts . (a) Notwithstanding anything in this Agreement to the contrary, with respect to Liabilities pursuant to, arising under or relating to any Shared Contract, such Liabilities shall be allocated between the Dean Parties, on the one hand, and the TreeHouse Parties on the other hand, as follows:

               (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party, the Party receiving such benefit shall be responsible for such Liability; and

               (ii) second, if a Liability cannot be so allocated under clause (i), such Liability shall be allocated between the Parties based on the relative proportions of total benefit received under the relevant Shared Contract. Notwithstanding the foregoing, each Party shall be responsible for any and all Liabilities arising out of or resulting from its breach of the relevant Shared Contract.

          (b) If any of the Dean Parties, on the one hand, or any of the TreeHouse Parties, on the other hand, receive any benefit or payment under any Shared Contract that was intended for the other Party, the Party receiving such benefit or payment will use commercially reasonable efforts to deliver, transfer or otherwise afford such benefit or payment to the other Party.

          (c) With respect to any Shared Contract that is transferred to TreeHouse pursuant to Section 2.1(h)(iv), TreeHouse shall exercise and exploit its rights under such Shared Contracts and take such other action as may be reasonably requested by Dean and at Dean’s expense in order to place Dean in the same position it would have been if such Contract had not been transferred as contemplated hereby on the Distribution Date.

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          (d) With respect to any Shared Contract that is not transferred to TreeHouse pursuant to Section 2.1(h)(iv) and is instead retained by Dean, Dean shall exercise and exploit its rights under such Shared Contracts and take such other action as may be reasonably requested by TreeHouse and at TreeHouse’s expense in order to place TreeHouse in the same position it would have been if such Contract had been transferred on the Distribution Date.

          Section 2.7 Corporate Transactions . On or prior to the Distribution Date (but in any event prior to the Distribution), each of Dean and TreeHouse will, and will cause each of their respective Subsidiaries to, as applicable, take such commercially reasonable action or actions as are necessary to consummate the Corporate Transactions. Notwithstanding the foregoing, each of the Parties agrees that, at any time prior to the Distribution, the Corporate Transactions may be amended, modified or supplemented in any manner determined in good faith to be appropriate or necessary by Dean, including to qualify any of such transactions as a non-taxable transaction under the Code.

          Section 2.8 Tax Matters . Notwithstanding anything in this Agreement to the contrary, the assumption or retention of any liabilities for Taxes and the transfer, retention or ownership of any Tax assets such as Tax refunds, Tax credits, or Tax attributes shall be governed exclusively by the Tax Sharing Agreement and to the extent there is any inconsistency between this Agreement and the Tax Sharing Agreement as to any Tax matter the terms of the Tax Sharing Agreement shall control.

ARTICLE III.
THE DISTRIBUTION

          Section 3.1 Issuance and Delivery of TreeHouse Shares . TreeHouse shall issue to Dean the number of TreeHouse Shares required so that the total number of TreeHouse Shares held by Dean immediately prior to the Distribution is equal to the total number of TreeHouse Shares distributable by Dean pursuant to Section 3.2. Dean shall deliver to the Agent one or more stock certificates representing all TreeHouse Shares held by Dean, together with one or more stock power(s) endorsed in blank and, with respect to any uncertificated shares to be distributed pursuant to Section 3.2, shall take such steps as are necessary to permit such shares to be distributed in the manner described in Section 3.2. The Agent will distribute such shares in the manner described in Section 3.2.

          Section 3.2 Distribution of TreeHouse Shares . Dean shall instruct the Agent to distribute the TreeHouse Distributable Share to each holder of record of Dean Common Stock at the close of business on the Record Date. Each distributed TreeHouse Share shall be validly issued, fully paid and nonassessable and free of preemptive rights. The shares of TreeHouse Common Stock distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. Except as required by applicable law, no certificates therefor shall be distributed. The Agent shall deliver an account statement to each holder of TreeHouse Common Stock reflecting such holder’s ownership interest in shares of TreeHouse Common Stock.

          Section 3.3 Treatment of Fractional Shares . No certificates or scrip representing fractional TreeHouse Shares shall be issued in the Distribution. In lieu of receiving fractional

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shares, each holder of Dean Common Stock who would otherwise be entitled to receive a fractional TreeHouse Share pursuant to the Distribution will receive cash for such fractional share. Dean and TreeHouse shall instruct the Agent to determine the number of whole TreeHouse Shares and fractional TreeHouse Shares allocable to each holder of record of Dean Common Stock as of the close of business on Record Date, to aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in the open market at the then prevailing prices on behalf of holders who would otherwise be entitled to receive fractional share interests, and to distribute to each such holder such holder’s ratable share of the total proceeds of such sale after making appropriate deductions of any amounts required for U.S. federal tax withholding purposes and after deducting any taxes attributable to the sale of such fractional share interests.

          Section 3.4 Dean Board Action . The Dean Board of Directors shall, in its discretion, establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Board of Directors of Dean shall also have the right to adjust the TreeHouse Distributable Share at any time prior to the Distribution. The consummation of the transactions provided for in this Article III shall only be effected after the Distribution has been declared by the Dean Board of Directors.

          Section 3.5 Additional Approvals . Dean shall cooperate with TreeHouse in effecting any actions which are reasonably necessary or desirable to be taken by TreeHouse to effectuate the transactions referenced in or contemplated by this Agreement in a manner consistent with the terms hereof, including the preparation and implementation of appropriate plans, agreements and arrangements for employees of the Transferred Businesses and non-employee members of TreeHouse’s Board of Directors.

ARTICLE IV.
BUSINESS SEPARATION CLOSING MATTERS

          Section 4.1 Delivery of Instruments of Conveyance . In order to effectuate the transactions contemplated by Article II, the Parties shall execute and deliver, or cause to be executed and delivered, prior to or as of the Distribution such deeds, bills of sale, instruments of assumption, instruments of assignment, stock powers, certificates of title and other instruments of assignment, transfer, assumption and conveyance (collectively, the “ Conveyancing Instruments ”) as the Parties shall reasonably deem necessary or appropriate to effect such transactions.

          Section 4.2 Delivery of Other Agreements . Prior to or as of the Distribution, the Parties shall execute and deliver, or shall cause to be executed and delivered, each of the Operating Agreements.

          Section 4.3 Provision of Corporate Records . Prior to or as promptly as practicable after the Distribution, Dean shall deliver to TreeHouse all corporate books and records of the TreeHouse Parties and copies of all corporate books and records of the Dean Parties relating to the Transferred Businesses.

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ARTICLE V.
NO REPRESENTATIONS AND WARRANTIES

          Section 5.1 No Dean Representations or Warranties . Dean does not represent or warrant in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any of the Transferred Assets or Assumed Liabilities or (ii) as to the legal sufficiency to convey title to any of the Transferred Assets on the execution, delivery and filing of the Conveyancing Instruments. ALL TRANSFERRED ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE, FREEDOM FROM ENCUMBRANCE OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and the TreeHouse Parties shall bear the economic and legal risks that any conveyances of the Transferred Assets shall prove to be insufficient or that the TreeHouse Parties’ title to any such Transferred Assets shall be other than good and marketable and free of encumbrances. Without limiting the Dean Parties’ obligations set forth in any other provision of this Agreement, Dean does not represent or warrant that the obtaining of the consents or approvals, the execution and delivery of any amendatory agreements and the making of the filings and applications contemplated by this Agreement shall satisfy the provisions of all applicable agreements or the requirements of all applicable laws or judgments, and, subject to Section 6.3, the TreeHouse Parties shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of law or judgments are not complied with.

ARTICLE VI.
CERTAIN COVENANTS

          Section 6.1 Material Governmental Approvals and Consents; Transition Environmental Matters . (a) The Parties will use commercially reasonable efforts to obtain any Material Governmental Approvals and Consents required by the transactions contemplated by this Agreement. Except with respect to Environmental Permits (which are addressed exclusively in Section 6.1(b) below), if and to the extent that the Parties do not obtain any Material Governmental Approval and Consent, unless prohibited by law or the terms of the applicable Material Governmental Approval and Consent, (i) the relevant Dean Party shall continue to be bound thereby, if applicable, and the purported transfer or assignment to any TreeHouse Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary approvals or consents have been obtained; (ii) the TreeHouse Parties shall pay, perform and discharge fully all of the obligations of the Dean Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Dean Parties for all Losses arising out of such performance by such TreeHouse Party; and (iii) the Dean Parties shall exercise or exploit their rights and options under all such Material Governmental Approvals and Consents and take such other action as may be reasonably requested by TreeHouse and at TreeHouse’s expense in order to place TreeHouse in the same position it would have been if such approval or consent had been obtained