This Stockholders Agreement ("Agreement") is entered into on this 31st day of July, 1997, among Franklin
Plastics, Inc., a Delaware corporation (the "Company"), Suiza Foods Corporation, a Delaware corporation
("Suiza"), Peter M. Bernon and Alan J. Bernon (collectively, the "Purchasers"). Capitalized terms not defined
elsewhere herein shall have the respective meanings assigned to them in part 11 of this Agreement.
Suiza has entered into a Stock Purchase Agreement (the "Purchase Agreement") dated as of June 20, 1997 and
amended as of July 30, 1997, providing, among other things, for the purchase by Suiza from certain sellers
named therein, including the Purchasers, of all of the shares of outstanding common stock and limited liability
company interests of the Plastics Companies, as that term is defined in the Purchase Agreement (the "Plastic
Suiza desires to contribute all of the Plastic Interests to the Company in exchange for (i) a Senior Note in the
original principal amount of $71,500,000 and in substantially the form of EXHIBIT A (the "Senior Note"),
(ii) a Mezzanine Note in the original principal amount of $32,500,000 and in substantially the form of EXHIBIT B
(the "Mezzanine Note"), (iii) 21,667 shares of Series A Preferred Stock, and (iv) 433,049 shares of the
The Purchasers desire to purchase from the Company certain Common Stock Purchase Warrants in substantially
the form of EXHIBIT C (the "Warrants"), providing for the right to purchase an aggregate of 91,880 shares of
Common Stock for $10.00 per share.
This is one of the Plastics Documents referred to in the Purchase Agreement. The execution and delivery of this
Agreement is a closing condition to the obligations of Suiza and the Purchasers to effect the transactions
contemplated by the Purchase Agreement.
The parties hereto agree as follows:
1. AUTHORIZATION AND SALE OF SECURITIES.
1A. AUTHORIZATION. The Company has, or before the Closing, will have duly auth