1st Amendment to Credit Agreement

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 19, 2001 by and among SUIZA FOODS CORPORATION, a Delaware corporation (the “Borrower”), FIRST UNION NATIONAL BANK, as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement defined below (the “Lenders”), BANK ONE, NA, as Syndication Agent for the Lenders (the “Syndication Agent”), FLEET NATIONAL BANK, HARRIS TRUST AND SAVINGS BANK and SUNTRUST BANK, as Co-Documentation Agents (the “Documentation Agent”), and the Required Lenders.

WHEREAS, the Borrower, the Administrative Agent, the Syndication Agent, the Documentation Agents and the Lenders are parties to that certain Credit Agreement dated as of July 31, 2001 (the “Credit Agreement”), which provides for the making of revolving loans, term loans and other financial accommodations to the Borrower;

WHEREAS, the Borrower has requested that the Required Lenders make certain modifications to the Credit Agreement; and

WHEREAS, the Required Lenders have agreed to amend the Credit Agreement on the terms and subject to the conditions set forth in this Amendment.

Section 1. Definitions. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein as defined therein.

Section 2. Amendments to Credit Agreement and Schedules Thereto. Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Required Lenders hereby agree that the Credit Agreement shall be amended effective on the Funding Date as follows:

(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions of “Existing Letters of Credit”, “Intercreditor Agreement” and “Reimbursement Agreements” thereto in the appropriate alphabetical order:


	“Existing Letters of Credit” means the letters of credit outstanding on the Funding Date and identified on Schedule 1.1(d) hereto.

“Intercreditor Agreement” means the Intercreditor Agreement dated as of the Funding Date by and between the Administrative Agent and Bank One, NA (Main Office Chicago) (the “Receivables Agent”), as agent under the Amended and Restated Receivables Purchase Agreement, dated as of the Funding Date by and among the Borrower, the Subsidiaries of the Borrower party thereto, the Receivables Agent and the financial institutions parties thereto, as amended, modified or supplemented from time to time in accordance with its terms.

“Reimbursement Agreement” means any agreement set forth on Schedule 1.1(e) hereto.

(b) The definitions of “Issuing Lender” and “Letter of Credit” in Section 1.1 of the Credit Agreement are each hereby amended in their entirety to read as follows:


	“Letter of Credit” means any Existing Letter of Credit and any letter of credit issued by an Issuing Lender pursuant to the terms hereof, as such Letters of Credit may be amended, modified, extended, renewed or replaced from time to time.

	“Issuing Lender” means (a) with respect to any Existing Letter of Credit, the financial institutions shown on Schedule 1.1(d) as the issuer of such Letter of Credit and (b) with respect to any other Letter of Credit, (i) First Union or (ii) Bank One, as applicable.

(c) The definition of “Receivables Financing SPC” in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:


	“Receivables Financing SPC” shall mean, in respect of any Permitted Receivables Financing, any Subsidiary or Affiliate of the Borrower to which any Credit Party sells, contributes or otherwise conveys Transferred Assets in connection with such Permitted Receivables Financing and each general partner of any such Subsidiary or Affiliate.

(d) The definition of “Security Documents” in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:


	“Security Documents” shall mean the Security Agreement, the Pledge Agreement, the Mortgage Instruments, the Intercreditor Agreement and such other documents executed in connection with the attachment and perfection of the Administrative Agent’s security interests and liens arising thereunder, including, without limitation, UCC financing statements.

(e) Section 2.3 of the Credit Agreement is hereby amended in its entirety to read as follows (the underlining demonstrates additions and the strikethroughs evidence deletions and are added herein this Amendment for clarification purposes only):

(a) Issuance. ~~Subject~~ The Existing Letters of Credit have been previously issued by the applicable Issuing Lender and subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lender may reasonably require, during the Commitment Period the applicable Issuing Lender shall issue, and the Lenders having a Revolving Commitment shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate amount of Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount, (iii) all Letters of Credit shall be denominated in Dollars and (iv) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs, and trade letters of credit. No Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, (i) so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; and (ii) a Letter of Credit may have an expiration date more than one year from the date of issuance if required under related industrial revenue bond documents and agreed to by the applicable Issuing Lender; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date which is five (5) Business Days prior to the Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. First Union shall be the Issuing Lender on all Letters of Credit issued on or after the Funding Date. All currently outstanding letters of credit issued by First Union for the account of the Borrower, its Subsidiaries, or any predecessor in interest of any of them, shall, as of the Funding Date, be considered Letters of Credit issued and subject to the terms Existing Letters of Credit shall, as of the Funding Date, be deemed to have been issued pursuant hereto as “Letters of Credit” hereunder and subject to and governed by the terms and conditions of this Credit Agreement. It is hereby further agreed that any Existing Letter of Credit which is issued by an Issuing Lender other than First Union shall not be renewed and will be replaced upon its expiration with a Letter of Credit issued by First Union or Bank One, as the case may be, in its capacity as an Issuing Lender hereunder.

(b) Notice and Reports. The request for the issuance of a Letter of Credit shall be submitted to the applicable Issuing Lender and the Administrative Agent at least three (3) Business Days prior to the requested date of issuance. ~~The~~ Each Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding by such Issuing Lender and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. ~~The~~ Each Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit~~. The~~ issued by such Issuing Lender. Each Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and extent of LOC Obligations then outstanding related to the Letters of Credit issued by such Issuing Lender.

(c) Participations. Each Lender with a Revolving Commitment, upon issuance of a Letter of Credit (other than a Letter of Credit in an original face amount of less than $1,000,000), shall be deemed to have purchased without recourse a risk participation from the applicable Issuing Lender in such Letter of Credit (including each Existing Letter of Credit) and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its LOC Commitment Percentage of the obligations under such Letter of Credit (including each Existing Letter of Credit) and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the applicable Issuing Lender therefor and discharge when due, its LOC Commitment Percentage of the obligations arising under such Letter of Credit, unless the applicable Issuing Lender acted with gross negligence or willful misconduct in issuing such Letter of Credit. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that ~~the~~ an Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Lender shall pay to ~~the~~ such Issuing Lender its LOC Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by ~~the~~ such Issuing Lender of an unreimbursed drawing pursuant to the provisions of subsection (d) below if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. The obligation of each Lender to so reimburse the Issuing ~~Lender~~ Lenders shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

(d) Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of

drawing under any Letter of Credit (either with the proceeds of a Swingline Loan or Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse ~~the~~ such Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse ~~the~~ such Issuing Lender, the Borrower shall be deemed to have requested a Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loan in the amount of the drawing as provided in subsection (c) below, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against ~~the~~ any Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The applicable Issuing Lender will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the such Issuing Lender in Dollars and in immediately available funds, the amount of such Lender’s LOC Commitment Percentage of such unreimbursed drawing, unless ~~the~~ such Issuing Lender acted with gross negligence or willful misconduct in issuing such Letter of Credit. Such payment shall be made on the day such notice is received by such Lender from the Administrative Agent for the applicable Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Administrative Agent for the account of the applicable Issuing Lender in full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the applicable Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Administrative Agent for the account of the applicable Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Lender’s obligation to make such payment to the Administrative Agent for the account of the applicable Issuing Lender, and the right of ~~the~~ such Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

(c) Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, (i) a Swingline Loan borrowing to reimburse a drawing under a Letter of Credit, the Swingline Lender shall make the

Swingline Loan advance pursuant to the terms of the request or deemed request in accordance with the provisions for Swingline Loan advances hereunder, or (ii) a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly to the Administrative Agent for the account of the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable to Administrative Agent for the account of the ~~the~~ applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

(f) Designation of Subsidiaries as Account Parties. Notwithstanding anything to the contrary set forth in this Agreement, including without limitation Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower, provided that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.


	(g) Modification, Extension. The issuance of any supplement, modification, amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

	(h) Uniform Customers and Practices. ~~The~~ Unless otherwise agreed to by the applicable Issuing Lender and the Borrower when a Letter of Credit is issued, the applicable Issuing Lender shall have the Letters of Credit be subject to The Uniform Customs and Practice for Documentary Credits (the “UCP”), or the International Standby Practices 1998 (“ISP”), in each case as published as of the date of issue by the International Chamber of Commerce, in which case the UCP or ISP, as applicable, may be incorporated therein and deemed in all respects to be a part thereof.

	(i) Conflict with LOC Documents. In the event of any conflict between this Agreement and any LOC Document (including any letter of credit application), this Agreement shall control. Each of the Reimbursement Agreements is and shall be deemed amended such that the representations and warranties, covenants and events of default (and definitions related thereto) set out in each respective Reimbursement Agreement (the “ Existing Provisions”), except to the extent they relate specifically to the relevant bonds or relevant remarketing program, conform with the representations and warranties, covenants and events of default (and definitions related thereto) set out in this Agreement (the “Incorporated Provisions”). So long as any obligations remain outstanding under the underlying revenue bonds related to any Letter of Credit or any documentation related thereto, such Incorporated Provisions shall survive (i) the payment in full of all obligations due the Lenders by the Borrower under this Agreement, (ii) the termination (for any reason) of this Agreement, (iii) the sale or participation (in whole or in part) of a Lender’s interest in this Agreement, or (iv) any other event which has an effect to terminate the obligations of the Borrower to the Lenders under this Agreement. Upon the happening of one of the events set forth in the immediately preceding sentence, the Borrower agrees to promptly execute a modification of the relevant Reimbursement Agreements to confirm such amendment. Notwithstanding the preceding sentence or the failure of any such modification to be executed, the Credit Parties, to the extent applicable, must remain in compliance with the Incorporated Provisions as if set forth in each of the Reimbursement Agreement. Any future modification of or amendment to the Incorporated Provisions shall be a modification of or amendment to the relevant Reimbursement Agreements for purposes of compliance with such Reimbursement Agreements. Likewise, if the Required Lenders grant a waiver of compliance of the Incorporated Provisions for any period, such waiver shall be deemed to be a waiver of compliance of the relevant Reimbursement Agreements for the limited period of time for which the waiver was granted.

(e) Article IX of the Credit Agreement is hereby amended by adding the following new Section 9.18 immediately to the end thereof:


	It is hereby acknowledged and agreed that the Borrower will change its name to Dean Foods Company effective on the Funding Date and from after the Funding Date, all references in this Agreement or any other Credit Document, including without limitation, the Notes, shall be deemed to refer to Dean Foods Company, formerly known as Suiza Foods Corporation, as Borrower.

B. The Schedules to the Credit Agreement are hereby amended by adding Annex I attached hereto as Schedule 1.1(d) to the Credit Agreement and Annex II attached hereto as Schedule 1.1(e) to the Credit Agreement.

C. References in the Credit Agreement (including references to such Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Credit Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby.

Section 3. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties in Article 3 of the Credit Agreement (as amended hereby) are true and correct on the date hereof as if made on and as of the date hereof as if each reference (whether direct or indirect) therein to “this Agreement” included reference to this Amendment and the Credit Agreement as amended hereby and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof.

Section 4. Condition Precedent. The amendments to the Credit Agreement set forth in Section 2 shall become effective on the Funding Date upon receipt by the Administrative Agent of executed counterparts to this Amendment from the Borrower, the Issuing Lenders and the Required Lenders.

Section 5. Miscellaneous. Except as expressly provided herein, the Credit Agreement shall remain unmodified and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the law of the State of North Carolina.

IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be duly executed and delivered by its proper and duly authorized officers as of the day and year first above written.


	1.	Reimbursement and Security Agreement, dated August 1, 1990, by and among Green Bay Food Company, Dean Foods Company, and Wachovia Bank and Trust Company, N.A., pursuant to which Wachovia Bank and Trust Company, N.A., issued Irrevocable Letter of Credit No. LC 968-090582-G, dated August 23, 1990, for the benefit of First-Citizens Bank & Trust Company, as trustee, and the account of Green Bay Food Company in support of the $3,650,000 City of Atkins, Arkansas, Tax-Exempt Adjustable Mode Industrial Development Revenue Bonds (Green Bay Food Company Project), Series 1990, due August 1, 2010.

	2.	Reimbursement and Security Agreement, dated November 1, 1995, between Dean Foods Company and Wachovia Bank of Georgia, National Association, pursuant to which Wachovia Bank of Georgia, National Association, issued Irrevocable Letter of Credit No. LC 870-007354, dated November 1, 1995, for the benefit of First-Citizens Bank & Trust Company, as trustee, and the account of Dean Foods Company, in support of the $6,000,000 City of Murray, Kentucky, Tax-Exempt Adjustable Mode Industrial Development Revenue Refunding Bonds (Dean Foods Company Project), Series 1995, dated November 1, 1995.

	3.	Reimbursement and Security Agreement, dated December 1, 1996, among Mayfield Dairy Farms, Inc., Dean Foods Company, and Wachovia Bank of Georgia, National Association, pursuant to which Wachovia Bank of Georgia, National Association, issued Irrevocable Letter of Credit No. LC 870-081124, dated December 20, 1996, for the benefit of First-Citizens Bank & Trust Company, as trustee, and the account of Mayfield Dairy Farms, Inc., in support of the $8,200,000 Joint Development Authority of Athens-Clarke County, Jackson County, Madison County, Morgan County, Oconee County, Oglethorpe County and Walton County, Georgia, Tax-Exempt Adjustable Mode Industrial Development Revenue Bonds (Mayfield Dairy Farms, Inc. Project), Series 1996, dated December 20, 1996, due December 1, 2021, guaranteed by Dean Foods Company.

	4.	Amended and Restated Letter of Credit and Reimbursement Agreement, dated May 18, 1998, by and between DFC Acquisition Co. and American National Bank and Trust Company of Chicago and the related Guaranty of Payment and Performance executed by Dean Foods Company (now known as Dean Holding Company) to American National Bank and Trust Company of Chicago of even date therewith, pursuant to which American National Bank and Trust Company of Chicago, issued Irrevocable Letter of Credit No. 60006833, dated June 25, 1992, for the benefit of Norwest Bank Wisconsin, National Association, as trustee, and the account of Randolph Pickle Corporation, in support of $5,900,000 Illinois Development Finance Authority, Industrial Development Revenue Bonds, Series 1992 (Randolph Pickle Corporation Project) due June 1, 2012, guaranteed by Dean Foods Company.

	5.	Reimbursement agreements contained in each Application for Letter of Credit submitted to the issuer of each Existing Letter of Credit not listed above.

EX-2.4 4 d93220ex2-4.txt AMENDED/RESTATED SECURITIES PURCHASE AGREEMENT EXHIBIT 2.4 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT AMONG SUIZA FOODS CORPORATION, SUIZA DAIRY GROUP HOLDINGS, INC., DAIRY FARMERS OF AMERICA, INC., DAIRY RICH, L.L.C., AND, FOR CERTAIN LIMITED PURPOSES, SUIZA DAIRY GROUP, L.P., AND MID-AM CAPITAL, L.L.C., DATED AS OF DECEMBER 21, 2001 SECURITIES PURCHASE AGREEMENT TABLE OF CONTENTS

i 6.6. Reasonable Best Efforts..................................F-15 6.7. Assistance with Permits and Filings......................F-15 6.8. Confidentiality..........................................F-15 6.9. Intentionally left blank.................................F-15 6.10. Delivery of Disclosure Letter for Bill of Sale...........F-15 6.11. Title Policies and Surveys...............................F-15 6.12. Transfer Taxes...........................................F-17 6.13. Dairy Liabilities........................................F-17 SECTION 7 CONDITIONS PRECEDENT TO HOLDINGS' OBLIGATION TO CLOSE....F-17 7.1. Accuracy of Representations..............................F-17 7.2. DFA's or Mid-Am's Performance............................F-17 7.3. Consents.................................................F-18 7.4. No Proceedings...........................................F-18 7.5. No Prohibition...........................................F-18 7.6. Closing Certificate......................................F-18 7.7. Acquisition of Dean......................................F-18 SECTION 8 CONDITIONS PRECEDENT TO DFA'S OBLIGATION TO CLOSE........F-18 8.1. Accuracy of Representations..............................F-18 8.2. Performance..............................................F-19 8.3. Absence of Material Adverse Effects......................F-19 8.4. Consents.................................................F-19 8.5. No Proceedings...........................................F-19 8.6. No Prohibition...........................................F-19 8.7. Closing Certificates.....................................F-19 8.8. Acquisition of Dean......................................F-20 SECTION 9 INDEMNIFICATION; REMEDIES................................F-20 9.1. Representations; Survival................................F-20 9.2. Indemnification and Payment of Damages by Suiza and Holdings...............................................F-21 9.3. Indemnification and Payment of Damages by DFA............F-21 9.4. Limitations on Amount....................................F-22

ii 9.5. Procedure for Indemnification - Third Party Claims.......F-23 9.6. Procedure for Indemnification - Other Claims.............F-24 9.7. Mitigation...............................................F-24 9.8. Exclusive Monetary Remedy................................F-24 SECTION 10 TERMINATION..............................................F-24 10.1. Termination Events.......................................F-24 10.2. Effect of Termination....................................F-25 SECTION 11 OTHER AGREEMENTS.........................................F-25 11.1. Limited Partnership Agreement............................F-25 11.2. WARN Act.................................................F-25 SECTION 12 GENERAL PROVISIONS.......................................F-25 12.1. Public Announcements.....................................F-25 12.2. Notices..................................................F-26 12.3. Attorney's Fees and Costs................................F-26 12.4. Further Assurances.......................................F-26 12.5. Waiver...................................................F-26 12.6. Entire Agreement and Modification........................F-27 12.7. Assignments, Successors and No Third Party Rights........F-27 12.8. Specific Performance.....................................F-27 12.9. Severability.............................................F-27 12.10. Section Headings, Construction...........................F-27 12.11. Time of Essence..........................................F-28 12.12. Governing Law............................................F-28 12.13. Counterparts.............................................F-28 12.14. Incorporation of Recitals................................F-28 12.15. Dispute Resolution.......................................F-28

SCHEDULES 4.3 Milk Supply Agreements EXHIBITS iii Exhibit A Excluded Assets Exhibit B Certain Dairy Liabilities Exhibit C Certain Excluded Liabilities Exhibit D Form of Subordinated Promissory Note Exhibit E Form of Bill of Sale, Assignment and Assumption Agreement Exhibit F Form of Fourth Amendment to Milk Supply Agreement iv AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement ("AGREEMENT") is made as of DECEMBER 21, 2001, by and among Suiza Foods Corporation, a Delaware corporation ("SUIZA"), Suiza Dairy Group Holdings, Inc., a Nevada corporation ("HOLDINGS"), Dairy Farmers of America, Inc., a Kansas cooperative marketing association ("DFA"), Dairy Rich, L.L.C., a Nevada limited liability company ("DAIRY RICH"), and, for the limited purposes indicated on the signature pages hereto, Suiza Dairy Group, L.P., a Delaware limited partnership ("SDG"), and Mid-Am Capital, L.L.C., a Delaware limited liability company ("MID-AM"). RECITALS Each of Dairy Rich and Mid-Am owns certain limited partner interests in SDG, and Holdings owns the remaining limited partner interests in SDG. Holdings desires to purchase from Dairy Rich and Mid-Am, and Dairy Rich and Mid-Am desire to sell to Holdings, all the limited partner interests in SDG held by each of them, on the terms and subject to the conditions set forth in this Agreement. The parties (except for Dairy Rich) have previously entered into that certain Securities Purchase Agreement dated as of April 4, 2001, as amended on September 19, 2001 (as amended, the "ORIGINAL AGREEMENT"), and desire to amend and restate the Original Agreement as provided herein. At the time of the execution of the Original Agreement, DFA held the limited partner interests in SDG that are now owned by Dairy Rich. Simultaneously with the execution of this Agreement, DFA is assigning its rights hereunder to receive the transfer and conveyance of the Divested Companies (defined below), which comprise part of the consideration herein to be paid for the limited partner interests in SDG owned by Dairy Rich, to National Dairy Holdings, LP, a Delaware limited partnership ("NDH"). The Divested Companies and the Dairy Receivables will be transferred and conveyed to NDH in exchange for preferred limited partner interests in NDH. As the assignee of the limited partner interests in SDG formerly held by DFA, Dairy Rich shall be the transferee of preferred limited partner interests in NDH to be issued in exchange for the transfer and conveyance to NDH of the Divested Companies and the Dairy Receivables. NDH, as the assignee of DFA, will receive the transfer and conveyance of the Divested Companies and the Dairy Receivables directly from Holdings at the Closing (defined below), and thus will execute and deliver the conveyance documents relating to the Divested Companies and the Dairy Receivables that are contemplated herein to be executed and delivered at the Closing. F-1 The parties, intending to be legally bound, agree as follows: SECTION 1 DEFINITIONS For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1: "ACCOUNTANT" - as defined in Section 2.2(b). "ACTUAL CASH CONSIDERATION" - the Closing Date Cash Consideration (a) increased or decreased, as appropriate, by an amount equal to the amount by which the Working Capital as of the close of business on Saturday, December 22, 2001 is less or more than $19,140,000, (b) increased or decreased, as appropriate, by an amount equal to the amount by which DFA's and Mid-Am's proportional share of the reported earnings (excluding any gains relating to divestitures) of SDG from and including January 1, 2001 through the day immediately preceding the Closing Date is more or less than $50,424,977, and (c) increased or decreased, as appropriate, by an amount equal to the amount by which the deemed distributions (for stock option exercises) deemed paid to DFA and Mid-Am under the Limited Partnership Agreement from and including January 1, 2001 through the day immediately preceding the Closing Date is more or less than $3,020,260. For purposes of the calculation of Actual Cash Consideration, all stock options held by employees of Burger Dairy, Flav-O-Rich Dairies, Huntsville Dairy, Oberlin Farms and Velda Farms shall be considered exercised on the day immediately prior to the Closing Date. "ACTUAL WORKING CAPITAL" - the actual amount of Working Capital of the Divested Companies and the Divested Companies' Subsidiaries on and as of the close of business on December 22, 2001. "AFFILIATE" - means with respect to any Person, any other Person, directly or indirectly, controlling, controlled by, or under common control with, such Person. For purposes of this definition, the term "CONTROL" (including the correlative terms "CONTROLLING", "CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The term "AFFILIATE" also includes any director or executive officer (or person performing similar functions) of Dean, Holdings, DFA, Dairy Rich, Mid-Am, any Divested Company, any Divested Companies' Subsidiaries (as applicable) and any director or executive officer of any Person that controls any such entity (as applicable). "ASSIGNMENT" - the Amended and Restated Assignment Agreement dated December 21, 2001 by and between NDH, DFA, Dairy Rich, Suiza, Holdings and certain other parties. "AVERAGE WORKING CAPITAL" means the amount of $18,650,000, as agreed between DFA and Holdings. F-2 "BILL OF SALE" - the Bill of Sale, Assignment and Assumption Agreement attached hereto as Exhibit E, to be executed and delivered at the Closing. "BURGER DAIRY" - CF Burger Dairy, LLC, a Delaware limited liability company. "CLOSING" - as defined in Section 2.3. "CLOSING DATE" - the date and time as of which the Closing actually takes place. "CLOSING DATE CASH CONSIDERATION" - as defined in Section 2.2(a). "COBURG DAIRY" - Coburg Dairy, Inc., a South Carolina corporation. "COMMITMENT" - as defined in Section 6.11(a). "CONSENT" - any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization). "CONTRACT" - any agreement, contract, obligation, promise or undertaking that is legally binding. "C.O.W. TRANSPORT" - C.O.W. Transport, LLC, a Utah limited liability company. "CREAM O'WEBER" - Cream O'Weber Dairy, Inc., a Utah corporation, which will be converted into a Utah limited liability company prior to the Closing. "CURRENT ASSETS" - as of any day, the book value on such day of cash on hand and in banks (net of outstanding checks), trade accounts (including the Dairy Receivables) and other receivables (net of customary allowances and reserves), inventories (excluding the book value of plastic cases), prepaid expenses and other current assets in each case incurred in the Ordinary Course of Business by the Dairy Operations. The book value of Current Assets represent the amounts determined from the historical accounting records of the applicable Dairy Operation (or Affiliates of the applicable Dairy Operations), calculated in accordance with past practices of the applicable Dairy Operation as adjusted to comply with U.S. generally accepted accounting principles (on a basis comparable to the categories and types of assets used in determining the Average Working Capital). Current Assets shall not include the amounts typically included in current assets to the extent that they are Excluded Assets. "CURRENT LIABILITIES" - as of any day, the book value on such day of trade and other accounts payable, accrued expenses (including reserves for medical and other insurance claims) and other current liabilities in each case incurred in the Ordinary Course of Business by the Dairy Operations. The book value of Current Liabilities represents the amounts determined from the historical accounting records of the applicable Dairy Operation (or Affiliates of the applicable Dairy Operations), calculated in accordance with past practices of the applicable Dairy Operation as adjusted to comply with U.S. generally accepted accounting principles (on a basis comparable to the categories and types of liabilities used in determining the Average Working Capital). Current Liabilities shall specifically exclude the current portion of long-term F-3 debt, accrued interest on indebtedness, income taxes payable, deferred income taxes and any other Excluded Liabilities. "DAIRY LIABILITIES" - (i) the liabilities set forth on Exhibit B hereto (provided, with respect to the Contracts listed thereon, only such liabilities described in clauses (ii) (iii) and (iv) of this definition); (ii) performance obligations of the Divested Companies and the Divested Companies' Subsidiaries following the Closing under Contracts listed on Exhibit B hereto; provided, however, that such performance obligations have not been adversely affected as a result of a breach by Suiza or any Affiliate of Suiza (or Dean or any Affiliate of Dean) prior to the Closing; (iii) performance obligations of the Divested Companies and the Divested Companies' Subsidiaries following the Closing under Contracts entered into in the Ordinary Course of Business but not listed on Exhibit B hereto; provided, however, that such performance obligations have not been adversely affected as a result of a breach by Suiza or any Affiliate of Suiza (or Dean or any Affiliate of Dean) prior to the Closing; and (iv) Current Liabilities in each case incurred in the Ordinary Course of Business by the Dairy Operations as of the close of business on December 22, 2001. Dairy Liabilities shall not include the current portion of Excluded Liabilities, unless agreed to in writing by Holdings and DFA. "DAIRY OPERATIONS" - the dairy and related product manufacturing, processing and distribution operations conducted by Coburg Dairy; Cream O'Weber; Flav-O-Rich Dairies; H. Meyer Dairy; Huntsville Dairy; Oberlin Farms; U.C. Milk, Velda Farms and the Divested Companies' Subsidiaries. "DAIRY RECEIVABLES" - the outstanding trade accounts receivable (whether billed or unbilled) generated by the Dairy Operations conducted by Burger Dairy, Flav-O-Rich Dairies and Huntsville Dairy. "DAIRY RICH" - Dairy Rich, L.L.C., a Nevada limited liability company. "DAMAGES" - as defined in Section 9.2. "DEAN" - Dean Foods Company, a Delaware corporation. ---- "DEAN DAIRY OPERATIONS" - the dairy and related product manufacturing, processing and distribution operations conducted by Coburg Dairy; Cream O'Weber; U.C. Milk and H. Meyer Dairy. "DISCLOSURE LETTER" - the disclosure letter executed by DFA, NDH, Suiza and Holdings, as applicable, concurrently with the execution and delivery of the Bill of Sale. "DIVESTED COMPANIES" - Coburg Dairy; Cream O'Weber; Flav-O-Rich Dairies; H. Meyer Dairy; Huntsville Dairy; Oberlin Farms; U.C. Milk and Velda Farms. "DIVESTED COMPANIES' SUBSIDIARIES" - Burger Dairy, C.O.W. Transport, Modern Foods, and RGC. "DFA" - Dairy Farmers of America, Inc., a Kansas cooperative marketing association. F-4 "DFA COMPANIES" - DFA, Dairy Rich and Mid-Am. "DFA MATERIAL ADVERSE EFFECT" - any material adverse effect on the business, properties, assets, condition (financial or otherwise), liabilities or results of operations of the DFA Companies, taken as a whole, other than any effects arising out of or resulting from changes affecting the economy or financial conditions generally or the dairy industry generally. "DFA'S ADVISORS" - as defined in Section 6.1. "EBITDA" - means an amount equal to earnings before interest, income taxes, depreciation and amortization, as calculated in accordance with U.S. generally accepted accounting principles. "ENCUMBRANCE" - any lien, mortgage, easement, servitude, right of way, charge, pledge, security interest, escrow, proxy, right of first refusal, preemptive right, title retention agreement, indenture or any other encumbrance, restriction or limitation of any kind. "ENVIRONMENT" - soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), ground waters, drinking water supply, stream sediments, ambient air, plant and animal life, and any other environmental medium. "ENVIRONMENTAL LAW" - any Legal Requirement that relates to the Environment. "ERISA" - the Employee Retirement Income Security Act of 1974 or any successor law, and regulations and rules issued pursuant to that act or any successor law. "EXCLUDED ASSETS" - as defined in Exhibit A. "EXCLUDED LIABILITIES" - any Liability other than the Dairy Liabilities, including, without limitation, the Liabilities set forth on Exhibit C. "FLAV-O-RICH DAIRIES" - Flav-O-Rich Dairies, LLC, a Delaware limited liability company. "GOVERNMENTAL AUTHORIZATION" - any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement. "GOVERNMENTAL BODY" - any: (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental authority of any nature; or F-5 (d) other body exercising any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power. "H. MEYER DAIRY" - H. Meyer Dairy Company, a Delaware corporation, which will be converted to a Delaware limited liability company prior to the Closing. "HAZARDOUS MATERIALS" - any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law. "HOLDINGS" - Suiza Dairy Group Holdings, Inc., a Nevada corporation. "HOLDINGS MATERIAL ADVERSE EFFECT" - any material adverse effect on the business, properties, assets, condition (financial or otherwise), liabilities or results of operations of Holdings and its subsidiaries, taken as a whole, other than any effects arising out of or resulting from changes affecting the economy or financial conditions generally or the dairy industry generally. "HUNTSVILLE DAIRY" - Huntsville Dairy, LLC, a Delaware limited liability company. "INDEMNIFIED PERSON" - any Person to be indemnified under Section 9. "LEGAL REQUIREMENT" - any administrative order, constitution, law, ordinance, principle of common law, regulation, rule or statute of any Governmental Body, including without limitation all federal, state and local laws related to Taxes, ERISA, Hazardous Materials and the Environment, zoning and land use, occupational safety and health, product quality and safety, employment and labor matters. "LIABILITIES" - any direct or indirect debts, obligations or liabilities of any nature, whether absolute, accrued, contingent, liquidated or otherwise, and whether due or to become due, asserted or unasserted, known or unknown. "LIMITED PARTNERSHIP AGREEMENT" - The Second Amended and Restated Limited Partnership Agreement of SDG, as amended. "MID-AM" - Mid-Am Capital, L.L.C., a Delaware limited liability company. "MODERN FOODS" - Modern Foods, LLC, a Kentucky limited liability company. "NDH" - National Dairy Holdings, LP, a Delaware limited partnership, to whom DFA and Dairy Rich are assigning certain of their rights under this Agreement, including, among others, the right to receive the transfer and conveyance of the Divested Companies and the Dairy Receivables. "NOTE"- as defined in Section 2.2(a). "OBERLIN FARMS" - Oberlin Farms Dairy, LLC, a Delaware limited liability company. F-6 "ORDER" - any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator. "ORDINARY COURSE OF BUSINESS" - an action taken by a Person will be deemed to have been taken in the "Ordinary Course of Business" only if: (a) such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person; and (b) such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority). "ORIGINAL AGREEMENT" - the Securities Purchase Agreement dated as of April 4, 2001, as amended on September 19, 2001. "PERMITTED ENCUMBRANCE" - as to any Person (i) liens for current Taxes not yet due or payable and liens for Taxes being contested in good faith, as to which appropriate reserves have been established by such Person; (ii) liens for obligations not yet due that arise as a matter of law in the Ordinary Course of Business of such Person that would not prevent NDH (as assignee of DFA and Dairy Rich) from obtaining full title insurance over any general or standard exception; (iii) zoning or planning restrictions or regulations imposed by any Governmental Body, non-utility easements, Government Authorizations, restrictive covenants of record, encroachments and other minor restrictions or limitations on the use of any real property or minor imperfections of title on real property, which in the case of any matter contained in this item (iii) does not render title unmarketable (or defeasible, as the case may be, depending upon the state in which the property is located) or adversely affect the present use or value (as either are reasonably agreed to by the parties) of such real property; (iv) Encumbrances disclosed in Section 1 of the Disclosure Letter as reasonably agreed to by the parties; and (v) public utility easements that do not lie beneath any buildings located on such real property and which do not render title unmarketable (or defeasible, as the case may be, depending upon the state in which the property is located) or adversely affect the present use or value (as either are reasonably agreed to by the parties) of such real property. Survey Defects shall not be a Permitted Encumbrance. "PERSON" - any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, cooperative marketing association, joint venture, estate, trust, association or other entity. "PROCEEDING" - any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, any Governmental Body or arbitrator. "PURCHASE PRICE" - as defined in Section 2.2. "REPRESENTATIVE" - with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors. F-7 "RGC" - RGC, LLC, a Delaware limited liability company. "SDG" - Suiza Dairy Group, L.P., a Delaware limited partnership. "SDG COMMON INTERESTS" - as defined in Section 2.1. "SDG PREFERRED INTERESTS" - as defined in Section 2.1. "SUIZA" - Suiza Foods Corporation, a Delaware corporation. "SUIZA COMPANIES" - Burger Dairy; Flav-O-Rich Dairies; Huntsville Dairy; Oberlin Farms and Velda Farms. "SUIZA COMPANIES MATERIAL ADVERSE EFFECT" - any material adverse effect on the business, properties, assets, condition (financial or otherwise), liabilities or results of operations of the Suiza Companies, taken as a whole, other than any effects arising out of or resulting from (a) changes affecting the economy or financial conditions generally or the dairy industry generally, (b) any material customer notifying any Suiza Company after June 30, 2001 that such material customer intends to terminate or materially alter its relationship with the applicable Suiza Company (including as a result of or relating to a transaction involving such a material customer that occurs or is announced prior to Closing) other than as a result of a dispute with, or that arises out of the actions or activities of the applicable Suiza Company, or (c) any transaction that was announced after June 30, 2001, or that occurs after June 30, 2001 (but was not announced prior to June 30, 2001) involving any such material customer which results or could result in such material customer terminating or materially altering its relationship with the applicable Suiza Company, other than a transaction in which the applicable Suiza Company or an Affiliate of Suiza is a party and other than any such termination or alteration that arises as a result of a dispute with, or out of the actions or activities of, the applicable Suiza Company or an Affiliate of Suiza. "SUIZA DAIRY OPERATIONS" - the dairy and related product manufacturing, processing and distribution operations conducted by Burger Dairy; Flav-O-Rich Dairies; Huntsville Dairy; Oberlin Farms and Velda Farms. "SUPPLY AMENDMENT" - as defined in Section 2.2(a). "SURVEY" - as defined in Section 6.11(b). "SURVEY DEFECT" - as defined in Section 6.11(c). "TAXES" - all taxes, charges, fees, duties, levies or other assessments, including, without limitation, income, gross receipts, net proceeds, ad valorem, real and personal property (tangible and intangible), sales, use, franchise, user, transfer, fuel, excess profits, occupational, employees' income withholding, unemployment and Social Security taxes, which are imposed by any Governmental Body. "TERMINATION DATE" - as defined in Section 10.1(c). F-8 "TITLE COMPANY" - as defined in Section 6.11(a). "TITLE POLICY" - as defined in Section 6.11(a). "TRANSACTION MATERIAL ADVERSE EFFECT" - any material adverse effect on the business, properties, assets, condition (financial or otherwise), liabilities or results of operations of the Dairy Operations, taken as a whole, other than any effects arising out of or resulting from (a) changes affecting the economy or financial conditions generally or the dairy industry generally, (b) any material customer notifying any of the Suiza Dairy Operations after June 30, 2001, or any of the Dean Dairy Operations after August 26, 2001 that such material customer intends to terminate or materially alter its relationship with such Dairy Operation (including as a result of or relating to a transaction involving such a material customer that occurs or is announced prior to Closing) other than as a result of a dispute with, or that arises out of the actions or activities of, such Dairy Operation or an Affiliate of Suiza, or (c) any transaction that is announced after June 30, 2001, or that occurs after June 30, 2001 (but was not announced prior to June 30, 2001), in the case of any Suiza Dairy Operation, or that is announced after August 26, 2001 (but was not announced prior to August 26, 2001), in the case of any Dean Dairy Operation, involving any such material customer which results or could result in such material customer terminating or materially altering its relationship with such Dairy Operation, other than a transaction in which such Dairy Operation or an Affiliate of Suiza or Dean is a party and other than any such termination or alteration that arises as a result of a dispute with, or out of the actions or activities of, such Dairy Operation or an Affiliate of Suiza or Dean. "UNPERMITTED ENCUMBRANCES" - as defined in Section 6.11(c). "U.C. MILK" - U.C. Milk Company, Inc., a Kentucky corporation. "VELDA FARMS" - Velda Farms, LLC, a Delaware limited liability company. "WORKING CAPITAL" - (i) the aggregate book value of the Current Assets, minus (ii) the aggregate book value of Current Liabilities. SECTION 2 SALE AND PURCHASE OF SECURITIES 2.1. SALE AND PURCHASE OF LIMITED PARTNER INTERESTS. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Holdings will purchase (i) from Dairy Rich, its 33.8% common limited partner interests in SDG (the "SDG COMMON INTERESTS"), which constitute all limited partner interests in SDG owned, directly or indirectly, by DFA, and (ii) from Mid-Am, its $90 million stated amount of preferred limited partner interests in SDG (the "SDG PREFERRED INTERESTS"), which constitute all limited partner interests in SDG owned, directly or indirectly, by Mid-Am. The SDG Common Interests and the SDG Preferred Interests will be conveyed to Holdings free and clear of any Encumbrances, pursuant to assignment documents in form and substance reasonably satisfactory to the parties hereto. F-9 2.2. PURCHASE PRICE. (a) In exchange for the SDG Common Interests and the SDG Preferred Interests, Holdings will (i) transfer, sell and convey all of the outstanding equity interests in the Divested Companies and the Dairy Receivables (with an aggregate fair value of $300,000,000) directly to NDH, as assignee of DFA and Dairy Rich, (ii) pay an amount equal to $145,396,111 million in cash to Dairy Rich, as assignee of DFA, and Mid-Am (the "CLOSING DATE CASH Consideration"), in the relative amounts designated by the DFA Companies as soon as practicable prior to Closing, (iii) deliver a subordinated promissory note executed by Suiza in the principal amount of $40,000,000 to Dairy Rich, as assignee of DFA, in substantially the form of Exhibit D attached hereto (the "NOTE"), and (iv) deliver a Fourth Amendment to Milk Supply Agreement executed by Suiza, in substantially the form of Exhibit F attached hereto (the "SUPPLY AMENDMENT"). Items (i), (ii), (iii) and (iv) are collectively referred to as the "PURCHASE PRICE". The Divested Companies will not assume or retain, as applicable, any Liabilities other than the Dairy Liabilities and will not receive or retain, as applicable, any of the Excluded Assets. The applicable Affiliate of Holdings will retain the Excluded Liabilities and the Excluded Assets. (b) Within sixty (60) days after the Closing, Holdings will calculate the amount of the Actual Cash Consideration, and notify DFA of such calculation. If DFA disputes the accuracy of Holdings' calculation within thirty (30) days after receipt thereof, and the parties are unable to settle such dispute within an additional fifteen (15) days, then the dispute shall be submitted promptly to a nationally known independent certified public accounting firm reasonably acceptable to Holdings and DFA (the "ACCOUNTANT"), which will determine the Actual Cash Consideration within twenty (20) days after such submission. If DFA does not dispute the calculation within the thirty (30) day period referenced above, then the calculation shall be considered final and binding on DFA and Holdings. Holdings and DFA will each pay one-half of the fees and expenses of the Accountant. Any determination by the Accountant of the Actual Cash Consideration will be final and binding upon Holdings and DFA. (c) If the Actual Cash Consideration, as determined by Holdings, by agreement between the parties or by the Accountant (as provided in Section 2.2(b)) exceeds the Closing Date Cash Consideration, then Holdings will pay to Dairy Rich the amount of such excess in cash by wire transfer of immediately available funds (to an account specified in writing by Dairy Rich) within five (5) days after determination of the Actual Cash Consideration. If the Actual Cash Consideration is less than the Closing Date Cash Consideration, then Dairy Rich will pay to Holdings the amount of such shortfall in cash by wire transfer of immediately available funds (to accounts specified in writing by Holdings) within five (5) days after determination of the Actual Working Capital. Any payment required pursuant to this paragraph will be considered an adjustment to the Purchase Price. 2.3. CLOSING. The closing of the transactions contemplated hereby (the "CLOSING") will take place at the offices of Hughes & Luce, L.L.P. at 1717 Main Street, Suite 2800, Dallas, Texas, at 10:00 a.m. (local time) on the third business day following the satisfaction or waiver of F-10 all conditions precedent set forth in Sections 7 and 8 or at such other time and place as Holdings and DFA agree. 2.4. CLOSING OBLIGATIONS. At the Closing: (a) Suiza, Holdings, DFA, Dairy Rich, Mid-Am and NDH will execute and deliver the Bill of Sale (and the related certificates, documents, instruments and agreements referenced therein) in substantially the forms attached hereto as Exhibit E transferring (i) the Divested Companies and the Dairy Receivables directly to NDH, as assignee of DFA and Dairy Rich, (ii) the SDG Common Interests to Holdings, and (iii) the SDG Preferred Interests to Holdings. (b) Holdings will pay the Closing Date Cash Consideration by wire transfer of immediately available funds to the appropriate party or parties designated by the DFA Companies. (c) Suiza will execute and deliver to Dairy Rich the Note, substantially in the form attached hereto as Exhibit D. (d) Suiza and DFA will execute and deliver the Supply Amendment, substantially in the form attached hereto as Exhibit F. (e) Suiza, Holdings, SDG, DFA and Mid-Am will execute and deliver such other documents and agreements required under Sections 7 and 8, as applicable. SECTION 3 REPRESENTATIONS AND WARRANTIES OF DFA DFA represents and warrants to Suiza and Holdings as follows: 3.1. ORGANIZATION AND GOOD STANDING. Each DFA Company is a cooperative company or limited liability company duly organized, validly existing, and in good standing under the laws of its state of formation, with full cooperative company or limited liability company power and authority to conduct its business as it is now being conducted. DFA owns 99.99% of the outstanding equity interests in Dairy Rich, and Flav-O-Rich, Inc., a Kentucky agricultural cooperative corporation, and wholly-owned subsidiary of DFA, owns .01% of the outstanding equity interests in Dairy Rich. 3.2. AUTHORITY. (a) This Agreement constitutes the legal, valid, and binding obligation of each DFA Company, enforceable against each DFA Company in accordance with its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other laws relating or affecting creditors' rights generally and by general equity principles. F-11 (b) Each DFA Company has the requisite cooperative company or limited liability company right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by each DFA Company have been duly authorized by all necessary cooperative company or limited liability company action on the part of each DFA Company and its owners. SECTION 4 REPRESENTATIONS AND WARRANTIES OF SUIZA AND HOLDINGS Suiza and Holdings, jointly and severally, represent and warrant to DFA as follows: 4.1. ORGANIZATION AND GOOD STANDING. Each of Suiza and Holdings is a corporation duly organized, validly existing, and in good standing under the laws of its state of formation, with full corporate power and authority to conduct its business as it is now being conducted. Each of Suiza and Holdings is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which the nature of the activities conducted by it requires such qualification, except where such failure to so qualify does not have a Holdings Material Adverse Effect. 4.2. AUTHORITY. (a) This Agreement constitutes the legal, valid, and binding obligation of each of Suiza and Holdings, enforceable against such entities in accordance with its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other laws relating or affecting creditors' rights generally and by general equity principles. (b) Each of Suiza and Holdings has the requisite corporate right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by each of Suiza and Holdings have been duly authorized by all necessary corporate or limited partnership action on the part of such entity and its owners. 4.3. MILK SUPPLY AGREEMENTS. Except as set forth on Schedule 4.3 and except for milk supply agreements with DFA, neither Coburg Dairy, Cream O'Weber, H. Meyer Dairy nor Velda Farms is a party to a supply agreement which has (a) a term in excess of one (1) year or (b) a right of first offer or right of first refusal with respect to the supply of raw milk. 4.4 DIVESTED COMPANIES. Except for the Excluded Assets, the Divested Companies will own, lease or otherwise have the right to use, on the Closing Date all of the assets used in the conduct of the Dairy Operations conducted by Suiza or Dean at the following locations: (i) the Burger Dairy plant located in New Paris, Indiana; (ii) the Coburg Dairy plant located in N. Charleston, South Carolina and associated branches; (iii) the Cream O'Weber plant located in Salt Lake City, Utah and the associated branch; (iv) the Flav-O-Rich Dairies fluid milk plants located in London, Kentucky and Bristol, Virginia, and associated branches (including the distribution branch located in Morristown, Tennessee); (v) the H. Meyer Dairy plant located in F-12 Cincinnati, Ohio and the associated branch; (vi) the Huntsville Dairy Meadow Gold fluid milk plant located in Huntsville, Alabama (to replace the fluid milk plant of Barber Dairies, Inc. located in Birmingham, Alabama) and associated branches; (vii) the Oberlin Farms - Dairymen's plant located in Cleveland, Ohio; (viii) the U.C. Milk - Goldenrod plant located in Madisonville, Kentucky, and associated branches; and (ix) the Velda Farms plants located in Miami, Florida and Winterhaven, Florida and associated branches. On the Closing Date, Flav-O-Rich Dairies will own the Flav-O-Rich trademark, and therefore, the ownership of this mark will be transferred to NDH (as the assignee of DFA) on the Closing Date as a result of the transfer of the ownership of Flav-O-Rich Dairies to NDH. SECTION 5 COVENANTS OF DFA COMPANIES PRIOR TO CLOSING DATE 5.1. NOTIFICATION. Between the date of this Agreement and the Closing Date, DFA and Mid-Am will promptly notify Holdings of the occurrence of any material breach of any covenant of DFA or Mid-Am in this Section 5 or of the occurrence of any event that may make the satisfaction of the conditions in Section 7 impossible. 5.2. NO NEGOTIATION. Until such time, if any, as this Agreement is terminated pursuant to Section 10, DFA and Mid-Am will not, and will cause their Representatives not to, directly or indirectly solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to any Person (other than Suiza and its Affiliates or Representatives and lenders of DFA and Mid-Am and their Representatives) relating to any transaction involving the sale of the SDG Common Interests and SDG Preferred Interests. 5.3. REASONABLE BEST EFFORTS. Between the date of this Agreement and the Closing Date, each of DFA and Mid-Am will continue to use its reasonable best efforts to cause the conditions in Sections 7 and 8 to be satisfied. 5.4. ASSISTANCE WITH PERMITS AND FILINGS. DFA and Mid-Am will furnish Holdings with all information that is required for inclusion in any application or filing to be made by Suiza or by Dean or their respective Affiliates to any Governmental Body in connection with the transactions contemplated hereby. Each of DFA and Mid-Am will use its reasonable best efforts to assist Suiza, Dean or their respective Affiliates in obtaining any Governmental Authorizations, or any Consents related thereto, that any of such parties will require in connection with the transfer of the Dairy Operations, the Dairy Liabilities, the SDG Common Interests and the SDG Preferred Interests. 5.5. CONFIDENTIALITY. DFA and Mid-Am will maintain in confidence, and will cause their respective Representatives to maintain in confidence, any non-public information furnished to them by Suiza, Dean or any their respective Affiliates or Representatives in connection with this Agreement or the transactions contemplated hereby. F-13 SECTION 6 COVENANTS OF HOLDINGS PRIOR TO CLOSING DATE 6.1. ACCESS AND INVESTIGATION. Following the date of this Agreement, Holdings will continue to cause SDG to (a) afford DFA and its Representatives and lenders and their Representatives (collectively, "DFA'S ADVISORS") reasonable access during normal business hours to the personnel, properties, contracts, books and records, and other documents and data relating to the Suiza Dairy Operations, and will use its reasonable best efforts to cause Dean to afford DFA and DFA's Advisors reasonable access during normal business hours to the personnel, properties, contracts, books and records and other documents and data relating to the Dean Dairy Operations, (b) furnish DFA and DFA's Advisors with such additional financial, operating and other data and information with respect to the Suiza Dairy Operations as DFA may reasonably request, and use its reasonable best efforts to cause Dean to furnish DFA and DFA's Advisors with such additional financial, operating and other data and information with respect to the Dean Dairy Operations as DFA may reasonably request and (c) furnish DFA and DFA's Advisors with copies of all such contracts, books and records, and other existing documents and data with respect to the Suiza Diary Operations as DFA may reasonably request, and use its reasonable best efforts to cause Dean to furnish DFA and DFA's Advisors with copies of all such contracts, books and records, and other existing documents and data with respect to the Dean Dairy Operations as DFA may reasonably request. 6.2. OPERATION OF THE BUSINESS OF THE SUIZA COMPANIES. Between the date of this Agreement and the Closing Date, Holdings will continue to cause each of the Suiza Companies to: (a) conduct its business only in the Ordinary Course of Business; (b) use its commercially reasonable efforts to maintain its relations and goodwill with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with it; and (c) otherwise report periodically to DFA concerning the status of its business, operations and finances as may be reasonably requested by DFA. 6.3. NEGATIVE COVENANT. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, neither Suiza nor Holdings will, without the prior consent of DFA, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which a Suiza Companies Material Adverse Effect will occur. 6.4. NOTIFICATION. Between the date of this Agreement and the Closing Date, Holdings will promptly notify DFA of the occurrence of any material breach of any covenant in this Section 6 or of the occurrence of any event that may make the satisfaction of the conditions in Section 8 impossible. 6.5. NO NEGOTIATION. Until such time, if any, as this Agreement is terminated pursuant to Section 10, neither Suiza nor Holdings will, and will cause their Representatives not to, F-14 directly or indirectly solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to any Person (other than DFA and DFA's Advisors) relating to any transaction involving the sale of the Suiza Companies (other than in the Ordinary Course of Business) or any merger, consolidation, business combination, or similar transaction involving the Suiza Companies. 6.6. REASONABLE BEST EFFORTS. Between the date of this Agreement and the Closing Date, each of Suiza and Holdings will continue to use its reasonable best efforts to cause the conditions in Sections 7 and 8 to be satisfied. 6.7. ASSISTANCE WITH PERMITS AND FILINGS. Each of Suiza and Holdings will furnish DFA or Mid-Am, as applicable, with all information that is required for inclusion in any application or filing to be made by DFA or their Affiliates to any Governmental Body in connection with the transactions contemplated hereby. Each of Suiza and Holdings will use its reasonable best efforts to assist DFA or Mid-Am, as applicable, in obtaining any Governmental Authorizations, or any Consents related thereto, that DFA or Mid-Am, as applicable, will require in connection with the transactions contemplated hereby. 6.8. CONFIDENTIALITY. Each of Suiza and Holdings will maintain in confidence, and will cause their respective Representatives to maintain in confidence, any non-public information furnished to them by either DFA or Mid-Am in connection with this Agreement or the transactions contemplated hereby. 6.9. INTENTIONALLY LEFT BLANK. 6.10. DELIVERY OF DISCLOSURE LETTER FOR BILL OF SALE. Holdings will deliver a draft of the Disclosure Letter related to the Bill of Sale as soon as practicable prior to the Closing. Items listed on the Disclosure Letter shall be subject to the reasonable approval of DFA. Without limiting the foregoing, Suiza and Holdings and each DFA Company hereby acknowledge that the matters set forth on the Disclosure Letter to be delivered under the Bill of Sale shall not be deemed to expand the definition of Dairy Liabilities, except as otherwise specifically agreed in writing by DFA. 6.11. TITLE POLICIES AND SURVEYS. (a) Holdings shall cause to be delivered to DFA commitments (each, a "COMMITMENT") issued by a title company reasonably acceptable to DFA (the "TITLE COMPANY") for the issuance of ALTA (or state equivalent) Owner's Policies of Title Insurance for each parcel of real property used in the Dairy Operations (each, a "TITLE Policy"), each in an amount not to exceed the fair market value of each such parcel, as soon as practicable prior to the Closing. Each Commitment shall show fee simple title to the applicable parcel vested in the applicable Suiza Affiliate, Dean Affiliate or the applicable landlord, as the case may be, subject in each case only to the Permitted Encumbrances. Unless the issuance of same is generally legally prohibited by the insurance regulatory agency of the state in which the real property is located, each Title Policy to be issued by the Title Company shall have all standard and general exceptions deleted so as to afford full "extended form coverage" and shall contain tax parcel, zoning F-15 with parking, non-imputation, access, survey, utility facility, owner's comprehensive, contiguity (if applicable), deletion of creditors' rights exception, and such other endorsements as may be reasonably requested by DFA in order to insure over an Unpermitted Encumbrance or Survey Defect. At the Closing, Holdings shall deliver or cause to be delivered such affidavits or other instruments as the Title Company may reasonably require to delete standard and general exceptions and to provide the special endorsements required hereunder. Unless the issuance of same is generally legally prohibited by the insurance regulatory agency of the state in which the real property is located, Holdings shall cause the Commitments to be later-dated to cover the Closing and cause the Title Company to delete all Schedule B requirements and all standard exceptions in the Commitments at the Closing as directed by DFA. Notwithstanding anything to the contrary contained in this Agreement, Holdings shall pay or cause to be paid the entire premium for each Title Policy at the Closing. (b) Holdings, at its sole cost and expense, shall deliver to DFA and the Title Company, as soon as practicable prior to the Closing, an as-built survey for each parcel of real property used in the Dairy Operations (each, a "SURVEY") prepared by a registered land surveyor or engineer, licensed in the state in which the applicable parcel is located, dated on or after April 4, 2001, certified to DFA, DFA's lender, DFA's counsel, the Title Company, and such other entities as DFA may designate in writing to Holdings, and in accordance with the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, jointly established and adopted by ALTA, ACSM and NSPS in 1999, and including such Table A Items as are reasonably required by DFA's lender or, if there is no such lender, as is customary (as reasonably agreed to by the parties) in the state in which the real property is located, and pursuant to the Accuracy Standards (as adopted by ALTA, NSPS and ACSM and in effect on the date of certification) such that the survey measurements are made in accordance with the Minimum Angle, Distance and Closure Requirements for Survey Measurements Which Control Land Boundaries for ALTA/ACSM Land Title Surveys, sufficient to cause the Title Company to delete the standard printed survey exception. (c) If (i) any Commitment discloses a title exception other than a Permitted Encumbrance (an "UNPERMITTED ENCUMBRANCE") or (ii) any Survey discloses any encroachment, overlap, boundary dispute, gap or any other matter which renders title to any parcel of real property used in the Dairy Operations unmarketable (or defeasible, as the case may be, depending on the state in which the property is located) or reflects that any utility service to the improvements or access thereto from the public right-of-way does not lie wholly within any such parcel, or within an easement for the benefit of any such parcel, or reflects any other matter adversely affecting the present use or value (as either are reasonably agreed to by the parties) of any such parcel (any of the foregoing, a "SURVEY DEFECT"), then Holdings, at its sole cost and expense, prior to the Closing, shall use its reasonable best efforts to cause all Unpermitted Encumbrances to be removed from the applicable Commitment(s) and/or all Survey Defects eliminated or, if not reasonably practicable to be removed or eliminated, insured over by an appropriate title insurance endorsement, all in a manner reasonably satisfactory to DFA. F-16 (d) If, due to an Unpermitted Encumbrance or Survey Defect, the present use or value of the real property is adversely affected (as either are reasonably determined by the parties), Suiza and Holdings shall indemnify DFA in accordance with Section 9 hereof against Damages (as defined in Section 9.2). (e) The parties agree that required governmental notices will be supplemented as such parties learn the identity and location of such properties. To the extent any real property is located in the State of Florida and as required by applicable Florida statute, Holdings hereby discloses to DFA the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 6.12. TRANSFER TAXES. Holdings will pay, or will cause to be paid, the transfer taxes related to the transfer of the Dairy Operations and the Divested Companies, including, without limitation, all transfer taxes related to any reorganization of the Divested Companies prior to and in anticipation of the Closing. 6.13. DAIRY LIABILITIES. In no event shall any milk supply agreement, other than those listed on Schedule 4.3, which has (a) a term in excess of one (1) year or (b) a right of first offer or right of first refusal with respect to the supply of raw milk, constitute a Dairy Liability. SECTION 7 CONDITIONS PRECEDENT TO HOLDINGS' OBLIGATION TO CLOSE The obligation of each of Suiza and Holdings to complete the transactions contemplated hereby and take the other actions required to be taken by them at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Holdings, in whole or in part): 7.1. ACCURACY OF REPRESENTATIONS. All of DFA's representations and warranties in this Agreement must have been accurate in all material respects (if not qualified by materiality) or in all respects (if qualified by materiality) as of the date of this Agreement and must, along with the representations and warranties of DFA and NDH in the Bill of Sale, be accurate in all material respects (if not qualified by materiality) or in all respects (if qualified by materiality) as of the Closing Date as if made on the Closing Date, except where the failure of any representation and warranty to be accurate would not reasonably be expected to have a Holdings Material Adverse Effect. 7.2. DFA'S OR MID-AM'S PERFORMANCE. (a) All of the covenants and obligations that any DFA Company is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must F-17 have been duly performed and complied with in all material respects, except where the failure to perform or comply with any covenant or obligation would not reasonably be expected to have a Holdings Material Adverse Effect. (b) Each document required to be delivered by any DFA Company pursuant to Section 2.4 and under the Bill of Sale must have been delivered. 7.3. CONSENTS. Any Consents that Suiza, Holdings, any DFA Company or any Divested Company may be required to obtain to consummate the transactions contemplated hereby must have been obtained and must be in full force and effect, except where the failure to obtain such Consent would not result in a Holdings Material Adverse Effect or Suiza Companies Material Adverse Effect. 7.4. NO PROCEEDINGS. Since April 4, 2001, there must not have been commenced or threatened against Suiza or Holdings, or against any Affiliate of Suiza or Holdings, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated hereby, or (b) that may have the effect of preventing or making illegal any of the transactions contemplated hereby. 7.5. NO PROHIBITION. Neither the consummation nor the performance of any of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time) result in a material violation of any applicable Legal Requirement or Order that would cause Suiza or any of its Affiliates to suffer any material adverse effect. 7.6. CLOSING CERTIFICATE. Each DFA Company shall have delivered to Holdings a closing certificate, substantially in the form agreed to by Holdings and DFA. 7.7. ACQUISITION OF DEAN. All conditions to the acquisition by Suiza or one of its Affiliates of Dean (other than consummation of the transactions contemplated hereby) shall have been satisfied or waived, and the consummation of such acquisition shall occur at substantially the same time as the Closing. SECTION 8 CONDITIONS PRECEDENT TO DFA'S OBLIGATION TO CLOSE The obligation of the DFA Companies to complete the transactions contemplated hereby and take the other actions required to be taken by them at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by DFA, in whole or in part). 8.1. ACCURACY OF REPRESENTATIONS. All of the representations and warranties of Suiza and Holdings in this Agreement must have been accurate in all material respects (if not qualified by materiality) or in all respects (if qualified by materiality) as of the date of this Agreement and must, along with the representations and warranties of Suiza and Holdings and NDH in the Bill of Sale, be accurate in all material respects (if not qualified by materiality) or in all respects (if qualified by materiality) as of the Closing Date as if made on the Closing Date, except where the failure of any representation and warranty to be accurate would not reasonably be expected to F-18 have a DFA Material Adverse Effect or a Transaction Material Adverse Effect. Notwithstanding the foregoing, the failure of the representation and warranty contained in Section 4.3 to be accurate as of the date hereof or on the Closing Date shall not be the basis for or cause the condition set forth in this Section 8.1 to fail to be satisfied. If the representation and warranty contained in Section 4.3 fails to be accurate on the date hereof or on the Closing Date, DFA (assuming the other conditions precedent to DFA's obligation to Close have either been satisfied or waived as of the Closing Date) will not be permitted to terminate this Agreement and will not be released from its obligations to Close the transactions contemplated hereby. Nothing in this Section 8.1 shall limit DFA's right to be indemnified in respect of a breach of the representation and warranty contained in Section 4.3, as provided in Section 9 of the Agreement. 8.2. PERFORMANCE. (a) All of the covenants and obligations that any of Suiza or Holdings is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been duly performed and complied with in all material respects, except where the failure to perform or comply with any covenant or obligation would not reasonably be expected to have a DFA Material Adverse Effect or a Transaction Material Adverse Effect. (b) Each document required to be delivered by any of Suiza or Dean or any of their respective Affiliates pursuant to Section 2.4 and under the Bill of Sale must have been delivered. 8.3. ABSENCE OF MATERIAL ADVERSE EFFECTS. Since June 30, 2001, in the case of the Suiza Dairy Operations, and August 26, 2001, in the case of the Dean Dairy Operations, no Transaction Material Adverse Effect shall have occurred that is continuing. 8.4. CONSENTS. Any Consents that any DFA Company, Suiza, Holdings or any Divested Company may be required to obtain to consummate the transactions contemplated hereby must have been obtained and must be in full force and effect, except where the failure to obtain such Consent would not result in a DFA Material Adverse Effect or a Transaction Material Adverse Effect. 8.5. NO PROCEEDINGS. Since April 4, 2001, there must not have been commenced or threatened against any DFA Company, or against any Affiliate of any DFA Company, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated hereby, or (b) that may have the effect of preventing or making illegal any of the transactions contemplated hereby. 8.6. NO PROHIBITION. Neither the consummation nor the performance of any of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time) result in a material violation of any applicable Legal Requirement or Order that would cause any DFA Company or any Affiliate of any DFA Company or any Divested Company to suffer any material adverse effect. 8.7. CLOSING CERTIFICATES. Holdings shall have delivered to DFA a closing certificate, substantially in the form agreed to by Holdings and DFA. F-19 8.8. ACQUISITION OF DEAN. All conditions to the acquisition by Suiza or one of its Affiliates of Dean (other than consummation of the transactions contemplated hereby) shall have been satisfied or waived, and the consummation of such acquisition shall occur at substantially the same time as the Closing. SECTION 9 INDEMNIFICATION; REMEDIES 9.1. REPRESENTATIONS; SURVIVAL. Except for the express representations and warranties contained in Section 3 and Section 4 of this Agreement, contained in Section 3 and Section 4 of the Bill of Sale, or contained in any certificate or any conveyance, assignment or assumption document delivered pursuant to this Agreement or the Bill of Sale, none of the parties to this Agreement are making any representation or warranty whatsoever, express or implied, including but not limited to any implied warranty or representation as to condition, merchantability or suitability, as to any of the Dairy Operations or the Divested Companies. It is understood that, except as otherwise specified in this Agreement or in the Bill of Sale and except to the extent included within or incorporated into any Disclosure Letter, any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to any party to this Agreement or any other Person are not and shall not be deemed to be or to include representations or warranties of any party to this Agreement or the Bill of Sale or any certificate or conveyance, assignment or assumption document delivered pursuant to this Agreement or the Bill of Sale. Except as otherwise provided in this Section 9.1, all representations and warranties in this Agreement and the Bill of Sale and any certificate or conveyance, assignment or assumption document delivered pursuant to this Agreement or the Bill of Sale will terminate eighteen months after the Closing; provided, however, that (a) the representations and warranties set forth in Section 4.3 of this Agreement will survive for a period of five years after the Closing, (b) the representations and warranties set forth in Sections 4.1(c)(i), 4.1(c)(iii) and 4.1(c)(iv) of the Bill of Sale will survive until the expiration of the applicable statute of limitations for any such violation, breach or other matter that is the subject of such representations and warranties, (c) if any breach of the representations and warranties set forth herein, or in Sections 3.1, 4.1, 4.7, 4.9, 4.10, 4.11, 4.15 or 5.1 of the Bill of Sale is based on a violation of any Legal Requirement, then such representations and warranties and any claim for indemnification applicable to such a violation shall survive for the longer of eighteen months from the Closing Date and the applicable statute of limitation with respect thereto; and (d) with respect to the representations and warranties set forth in Sections 3.2, 4.4, 4.5(b) and 4.5(e) of the Bill of Sale, such representations and warranties and any claim for indemnification with respect thereto shall survive indefinitely. Notwithstanding the foregoing, any claim for indemnification that is asserted by notice as provided in Sections 9.5 and 9.6 within the applicable survival period shall survive until resolved by the parties or pursuant to a final non-appealable judicial determination. The representations and warranties contained in this Agreement and in the Bill of Sale and any certificate or conveyance, assignment or assumption document delivered pursuant to this Agreement or the Bill of Sale shall not be affected by any investigation, verification or examination by any party hereto or by anyone on behalf of any such party. All covenants and agreements contained in this Agreement, in the Bill of Sale or in any certificate or conveyance, assignment or assumption document delivered pursuant to this Agreement or the Bill of Sale shall be deemed to have been F-20 relied upon by the parties hereto and shall survive the Closing until fully performed. Without limiting the foregoing, the obligation of Suiza and Holdings to indemnify DFA and its Affiliates from and against the Excluded Liabilities, and the obligation of DFA to indemnify Suiza and its Affiliates from and against the Dairy Liabilities, shall each survive indefinitely. All representations and warranties set forth herein and in the Bill of Sale and any certificate or conveyance, assignment or assumption document delivered pursuant to this Agreement or the Bill of Sale shall be deemed to have been relied upon by the parties hereto and to the Bill of Sale. 9.2. INDEMNIFICATION AND PAYMENT OF DAMAGES BY SUIZA AND HOLDINGS. Notwithstanding any investigation by DFA or its Representatives, Suiza and Holdings, jointly and severally, will indemnify, defend and hold harmless DFA, its Affiliates and their respective directors, officers, employees and agents for, and will pay to such party the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "DAMAGES"), arising, directly or indirectly, from or in connection with: (a) any breach of any representation or warranty made by Suiza and Holdings in this Agreement, or by Suiza and Holdings in the Bill of Sale or in any certificate or conveyance, assignment or assumption document delivered by Suiza or Holdings pursuant to this Agreement or the Bill of Sale that survives the Closing in accordance with Section 9.1 or any allegation by a third party that, if true, would constitute such a breach; provided that any claim for indemnification pursuant to this subparagraph (a) is made within the time period specified in Section 9.1 for the survival of the applicable representation or warranty that has been breached or is the subject of the third party claim; provided further, that for purposes of determining any such breach, any materiality qualifiers appearing in such representations and warranties will not be given effect; (b) any Excluded Liability; (c) any breach by Suiza or Holdings or any of their Affiliates of any covenant or obligation of such Person in this Agreement or the Bill of Sale; (c) any Unpermitted Encumbrances or Survey Defects, as contemplated in Section 6.11(d); or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Suiza or Holdings (or any Person acting on their behalf) in connection with any of the transactions contemplated hereby. 9.3. INDEMNIFICATION AND PAYMENT OF DAMAGES BY DFA. Notwithstanding any investigation by Suiza or its Representatives, DFA will indemnify, defend and hold harmless Suiza and Holdings, their respective Affiliates and their respective directors, officers, employees and agents for, and will pay to such party the amount of, any Damages, arising, directly or indirectly, from or in connection with: F-21 (a) any breach of any representation or warranty made by DFA in this Agreement or in the Bill of Sale or in any certificate or conveyance, assignment or assumption document delivered by any DFA Company pursuant to this Agreement or the Bill of Sale that survives the Closing in accordance with Section 9.1 or any allegation by a third party that, if true, would constitute such a breach; provided that any claim for indemnification pursuant to this subparagraph (a) is made within the time period specified in Section 9.1 for the survival of the applicable representation or warranty that has been breached or is the subject of the third party claim; provided further, that for purposes of determining any such breach, any materiality qualifiers appearing in such representations and warranties will not be given effect; (b) any Dairy Liability; (c) any breach by any DFA Company of any covenant or obligation of such Person in this Agreement or the Bill of Sale; or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any DFA Company (or any Person acting on their behalf) in connection with any of the transactions contemplated hereby. 9.4. LIMITATIONS ON AMOUNT. (a) In determining the amount of Damages for which an Indemnified Person is entitled to indemnification under Section 9.2 or Section 9.3, any insurance proceeds or tax benefits that are realized or that could reasonably be expected to be realized by such Indemnified Person (if a claim were properly pursued under the relevant insurance arrangements or Legal Requirements), as well as any costs associated with obtaining such insurance proceeds or tax benefits, will be considered. (b) DFA will be entitled to indemnification from Suiza and Holdings under paragraph (a) of Section 9.2 only to the extent that the aggregate amount of indemnifiable Damages incurred by DFA under such clause exceeds $1,000,000. (c) Suiza and Holdings will be entitled to indemnification from DFA under paragraph (a) of Section 9.3 only to the extent and in the amount that the aggregate amount of indemnifiable Damages incurred by Suiza and Holdings under such clause exceeds $1,000,000. (d) The maximum amount to which (i) DFA will be entitled to indemnification under paragraph (a) of Section 9.2, and (ii) Suiza and Holdings will be entitled to indemnification under paragraph (a) of Section 9.3, is limited to $10,000,000 for each such clause (i) and (ii) of this Section 9.4(d). (e) Notwithstanding the foregoing, the limitations set forth in Section 9.4(b), (c) and (d) will not apply to Damages arising from or in connection with a breach or alleged breach of (i) the representations and warranties of DFA set forth in Section 3.2 of this Agreement and Sections 3.1(a), 3.1(b) and 3.2 of the Bill of Sale, (ii) the F-22 representations and warranties of Suiza and Holdings set forth in Sections 4.2 and 4.3 of this Agreement and Sections 4.1(a) and 4.1(b) of the Bill of Sale, (iii) the representations and warranties of Suiza and Holdings set forth in Sections 4.4, 4.5(b) and 4.5(e) of the Bill of Sale, (iv) the covenants and agreements of the parties in this Agreement or in the Bill of Sale, including, without limitation, those concerning the Dairy Liabilities or the Excluded Liabilities or the covenants and agreements set forth in Section 6.11(d), or (v) the representations and warranties of NDH set forth in Sections 5.1(a) and 5.1(b) of the Bill of Sale. 9.5. PROCEDURE FOR INDEMNIFICATION - THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 9.2 or 9.3 of notice of the commencement of any Proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice. (b) If any Proceeding referred to in Section 9.5(a) is brought against an Indemnified Person and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), assume the defense of such Proceeding with counsel satisfactory to the Indemnified Person and, after notice from the indemnifying party to the Indemnified Person of its election to assume the defense of such Proceeding and an acknowledgment of its indemnification obligation with respect thereto, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding in accordance with the preceding sentence, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the Indemnified Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (ii) the Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any F-23 determination made in such Proceeding or any compromise or settlement reasonably effected by the Indemnified Person prior to notification by the indemnifying party, after such ten day period, if any, of its election to assume the defense thereof. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding (at the expense of the indemnifying party), but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). 9.6. PROCEDURE FOR INDEMNIFICATION - OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought. 9.7. MITIGATION. Upon and after becoming aware of any event that could reasonably be expected to give rise to any Damages that are indemnifiable under this Section 9, the Indemnified Person shall make reasonable efforts to mitigate such Damages. 9.8. EXCLUSIVE MONETARY REMEDY. The parties acknowledge and agree that, upon and following the Closing, the indemnification rights provided in this Section 9 shall be the sole and exclusive remedy for monetary damages available to the parties for any claim or cause of action arising out of any breach of this Agreement and the Bill of Sale. SECTION 10 TERMINATION 10.1. TERMINATION EVENTS. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by Holdings if satisfaction of a condition in Section 7 has not been fulfilled prior to the Termination Date (other than through the failure of any of Suiza or Holdings to comply with its obligations under this Agreement) and Holdings has not waived such condition on or before the Termination Date or (ii) by DFA, if satisfaction of a condition in Section 8 has not been fulfilled prior to the Termination Date (other than through the failure of any DFA Company to comply with its respective obligations under this Agreement) and DFA has not waived such condition on or before the Termination Date; (b) by mutual consent of Holdings and DFA; or (c) by either Holdings or DFA if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement or its affiliates to comply fully with its obligations under this Agreement) on or before the termination date identified in the Agreement and Plan of Merger between Suiza and Dean dated as of F-24 April 4, 2001 as amended, (the "TERMINATION DATE") or such later date as the parties may agree upon. 10.2. EFFECT OF TERMINATION. Each party's right of termination under Section 10.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 10.1, all further obligations of the parties under this Agreement will terminate and no party will have any liability or obligation (for reimbursement of expenses or otherwise) to any other party, except that the obligations in Sections 5.5 and 6.8 will survive and except that each party will remain liable to the other parties for any breach of this Agreement by such party occurring prior to such termination and all legal remedies of the other parties in respect of any such breach will survive such termination unimpaired. SECTION 11 OTHER AGREEMENTS 11.1. LIMITED PARTNERSHIP AGREEMENT. (a) Except as otherwise provided in Section 11.1(b), effective as of the Closing, (i) the Limited Partnership Agreement shall be terminated and no party thereto shall have any continuing liability or obligation thereunder, and (ii) each party thereto fully and completely releases and forever discharges each other and all other parties to the Limited Partnership Agreement, and the officers, directors, agents, successors and assigns of such parties from any liability, obligation or claim under the Limited Partnership Agreement, whether known or unknown and whether arising in contract or in tort. (b) Notwithstanding the foregoing, the provisions of sections 4.4(b), 4.4(c), 7.10, 7.11 and articles V, VI, IX, X and, to the extent applicable in interpreting and enforcing the foregoing provisions, article XIV of the Limited Partnership Agreement shall survive the Closing in accordance with their respective terms, for the sole purpose of indemnification and determining profit and loss and related taxes and allocations for the period from and including January 1, 2001 through the Closing. 11.2. WARN ACT. Holdings shall comply, or shall cause the applicable Affiliate of Holdings to comply, with all requirements of the Worker Adjustment and Retraining Notification Act, as amended, with respect to the sale of the Divested Companies and shall make all required disclosure and give all required notices thereunder to Governmental Bodies and the affected employees who are employed on the day of and immediately prior to the Closing Date. SECTION 12 GENERAL PROVISIONS 12.1. PUBLIC ANNOUNCEMENTS. So long as this Agreement is in effect, Holdings, DFA and Mid-Am agree to consult with each other in issuing any press release or otherwise making F-25 any public statement with respect to the transactions contemplated by this Agreement, and none of the parties to this Agreement will issue any such press release or make any such public statement prior to such consultation, except as may be required by Legal Requirements. 12.2. NOTICES. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service, in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties): If to any DFA Company: with a copy to: Dairy Farmers of America, Inc. McDermott, Will & Emery Northpointe Tower, Suite 1000 227 W. Monroe 10220 N. Executive Hills B-1 Suite 4400 Kansas City, MO 64153 Chicago, IL 60606 Attention: President and General Counsel Attention: Michael R. Fayhee, P.C. Telecopy: (816) 801-6593 and John Tamisiea Telecopy: (312) 984-7700 If to Suiza or Holdings: with a copy to: c/o Suiza Foods Corporation Hughes & Luce, L.L.P. 2515 McKinney Ave., LB 30, Suite 1200 1717 Main Street, Suite 2800 Dallas, Texas 75201 Dallas, Texas 75201 Attention: Chief Executive Officer Attention: William A. McCormack and General Counsel Telecopy: (214) 939-5849 Telecopy: (214) 303-3851

12.3. ATTORNEY'S FEES AND COSTS. In the event of a breach by any party to this Agreement and commencement of a subsequent legal action in a court of law or forum of arbitration, or in the event legal counsel is consulted in the event of any such breach or in anticipation of any such prospective legal action, the prevailing party in any such dispute shall be entitled to reimbursement of reasonable attorney's fees and expenses. 12.4. FURTHER ASSURANCES. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. Without limiting the foregoing, following the Closing, Suiza and its Affiliates will refer to DFA as promptly as practicable any telephone calls, letters, orders, notices, requests, inquiries and other communications relating to the Dairy Operations, and otherwise assist DFA in good faith in the orderly transfer of the Dairy Operations to DFA. 12.5. WAIVER. Except as otherwise expressly provided herein, the rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any F-26 delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in a writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. 12.6. ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement, including the Bill of Sale, the Note and the Assignment) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment. 12.7. ASSIGNMENTS, SUCCESSORS AND NO THIRD PARTY RIGHTS. No party may assign any of its rights under this Agreement without the prior consent of the other parties; provided, that DFA shall be entitled to assign its rights and obligations under this Agreement to any Affiliate of DFA without the consent of any other party hereto; provided, however, that except to the extent otherwise expressly agreed in writing by Suiza, DFA shall in all events remain liable hereunder. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Except as set forth in the immediately preceding sentence or Section 9, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as set forth in Section 9, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns. 12.8. SPECIFIC PERFORMANCE. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder, including its failure to take all required actions on its part necessary to consummate the transactions contemplated hereby, will cause irreparable injury to the other parties for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party's obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder. 12.9. SEVERABILITY. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. F-27 12.10. SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "SECTION" or "SECTIONS" refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms. 12.11. TIME OF ESSENCE. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence. 12.12. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE-OF-LAW RULES THAT MAY REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 12.13. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. 12.14. INCORPORATION OF RECITALS. The recitals set forth in this Agreement are hereby incorporated into and made a part of this Agreement for all purposes. 12.15. DISPUTE RESOLUTION. Except with respect to the matters set forth in Section 2.2(b), which will be resolved as provided in such Section, if any dispute arises out of this Agreement or the Bill of Sale or any certificate or conveyance, assignment or assumption document delivered pursuant to this Agreement or the Bill of Sale, the parties agree not to commence any lawsuit with respect to such dispute until the following procedures have been completed: (a) The party believing a dispute to exist will give the other parties written notice thereof, setting forth in reasonable detail the facts alleged to give rise to such dispute, the relevant contractual provisions, the nature of any claimed default or breach and a statement of the manner in which such party believes the dispute should be resolved. (b) Within twenty (20) days after receipt of such notice, each party against whom relief is sought in connection with such dispute will deliver a written response, setting forth in reasonable detail its view of the facts alleged to give rise to such dispute, the relevant contractual provisions, the nature of the claimed default or breach and a statement of the manner in which such party believes the dispute should be resolved. (c) If the parties do not agree on the manner in which the dispute should be resolved, they will arrange to hold a meeting within ten (10) days after delivery of the response. Each party will have in attendance at such meeting a representative with authority to bind the represented party to any agreement resolving the dispute. At the meeting (and any adjournments thereof), the parties will negotiate in good faith in an attempt to agree as to whether a dispute exists, the exact nature of the dispute and the F-28 manner in which the dispute should be resolved. If deemed appropriate by the parties, a professional mediator may be engaged to assist in resolving the dispute. Any resolution of the dispute will be evidenced by a written agreement setting forth in reasonable detail the actions to be taken by each party. If no such written agreement is reached within twenty (20) days after the first meeting, the parties may pursue any legal remedies available to them with respect to such dispute. (d) Notwithstanding the foregoing, to the extent necessary to prevent irreparable harm, either party may commence an action in a court of competent jurisdiction seeking a temporary restraining order, preliminary injunction or other injunctive relief without complying with the foregoing dispute resolution procedures. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] F-29 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. SUIZA FOODS CORPORATION By: /s/ MICHELLE P. GOOLSBY Name: Michelle P. Goolsby Title: Executive Vice President SUIZA DAIRY GROUP HOLDINGS, INC. By: /s/ MICHELLE P. GOOLSBY Name: Michelle P. Goolsby Title: Executive Vice President DAIRY FARMERS OF AMERICA, INC. By: /s/ Gerald L. Bos Name: Gerald L. Bos Title: Chief Financial Officer DAIRY RICH, L.L.C. By: /s/ Tina J. Ford Name: Tina J. Ford Title: President / Manager Mid-Am is executing this Agreement solely to indicate its agreement to be bound by the provisions of Sections 2.1(ii), 2.2(a)(ii), 2.2(b), 5.1, 5.2, 5.3, 5.4, 5.5, 7.6, Section 9, 10.1, 10.2, 11 and, to the extent applicable in interpreting or enforcing the foregoing provisions, Section 1 and Section 12, and has no obligations under this Agreement except under such Sections. MID-AM CAPITAL, L.L.C. By: /s/ Gerald L. Bos Name: Gerald L. Bos Title: Chief Executive Officer F-30 SDG is executing this Agreement solely to indicate its agreement to be bound by the provisions of Section 11.1 and, to the extent applicable in interpreting or enforcing the foregoing provisions, Section 1 and Section 12, and has no obligations under this Agreement except under such Sections. SUIZA DAIRY GROUP, L.P. By: SUIZA DAIRY GROUP GP, LLC, the sole general partner By: /s/ MICHELLE P. GOOLSBY Name: Michelle P. Goolsby Title: Executive Vice President F-31 EX-99.1 5 d93220ex99-1.txt PRESS RELEASE DATED DECEMBER 21, 2001 EXHIBIT 99.1 [GRAPHIC] NEWS RELEASE CONTACTS: Suiza Foods Dean Foods Cory Olson Barbara Klein (214) 303-3645 (847) 233-5263 P.I. Aquino William Luegers (214) 303-3437 (847) 233-5361 - -------------------------------------------------------------------------------- SUIZA FOODS AND DEAN FOODS COMPLETE MERGER Combination Creates Dairy Processing and Distribution Leader Servicing Over 150,000 Customers Coast-to-Coast Via More Than 6,000 DSD Routes Merged Company Will Be Named Dean Foods Company (NYSE: DF) and Will Have Annual Revenues of Approximately $10 Billion DALLAS and FRANKLIN PARK, Ill., December 21, 2001 - Suiza Foods Corporation (NYSE: SZA) and Dean Foods Company (NYSE: DF) today completed their merger that was announced on April 5, 2001. The combined company, to be called Dean Foods, will have approximately $10 billion in annual revenues and will be the nation's leading processor and distributor of fresh milk and other dairy products and a leader in the specialty foods industry. With operations in 39 states, the combined company will have a total of 129 plants and will service more than 150,000 customers coast-to-coast via a direct-store-delivery system of more than 6,000 routes. Dean Foods will be headquartered in Dallas, and the combined company will trade as DF on the New York Stock Exchange effective Monday, December 24, 2001. The company's fiscal year end will be December 31. "We are extremely pleased to have completed the merger, and we will be intently focused on integrating the companies in 2002, bringing together our complementary operations quickly and delivering on the promise of this merger for our customers, shareholders and employees," said Gregg Engles, Dean Foods Chief Executive Officer. "We are committed to providing our customers with the best possible products and services, our shareholders with enhanced value and our employees with greater growth opportunities." "The merger is an important step in our company's history," said Howard Dean, Chairman of the Board of Dean Foods. "We are very excited about the prospects for the combined company, and I am grateful to all of the individuals who have helped make this combination a reality." Upon closing, legacy Dean Foods shareholders will receive $21.00 in cash and 0.429 shares of the new Dean Foods Company for each share owned. In connection with the merger, the company repurchased its 33.8% stake in Suiza Dairy Group that was owned by Dairy Farmers of America, Inc. (DFA) for approximately $145 million in cash, the ownership of 11 plants and a $40 million contingent note. As a result of this transaction, all of Dean Foods' dairy operations are now 100% owned by the company's shareholders. Simultaneously with the closing, the merged company replaced former credit facilities and closed and funded a new credit facility with borrowing capacity of up to $2.7 billion, approximately $1.9 billion of which was borrowed at closing. An $800 million revolver remained undrawn and will be used for general corporate purposes and future acquisitions. A conference call to discuss the merger and the new company's outlook for 2002 will be held at 10:00 a.m. EST on Thursday, January 10, 2002. Interested parties may listen to the live webcast by visiting the company website at www.deanfoods.com and clicking on "Webcasts." ABOUT DEAN FOODS: Dean Foods Company is the nation's leading processor and distributor of fresh milk and other dairy products, and a leader in the specialty foods industry. The company produces a full line of company-branded and private label dairy products such as milk and milk-based beverages, ice cream, coffee creamers, half and half, whipping cream, whipped toppings, sour cream, cottage cheese, yogurt, dips, dressings and soy milk. The company is also a leading supplier of pickles and other specialty food products, juice, juice drinks and water, and has holdings in the consumer goods packaging industry. The company operates 129 plants in 39 U.S. states and 3 countries, and employs more than 30,000 people. (Transaction Fact Sheet to follow) # # # [DEAN FOODS LOGO] TRANSACTION FACT SHEET
SUIZA DEAN COMBINED ----- ---- -------- Corporate Identity Suiza Foods Corporation Dean Foods Company DEAN FOODS COMPANY Headquarters Dallas, TX Franklin Park, IL DALLAS, TX Number of U.S. States 31 24 39 Number of Operations 81 domestic, 3 International 55 domestic; 1 International 129(1) U.S. DSD Routes 4,000 2,200 6,000+ Employees 18,000 14,000 30,000+ Officers Gregg Engles, Chairman & CEO Howard M. Dean, Chairman & CEO HOWARD DEAN, CHAIRMAN GREGG ENGLES, CEO Fiscal Year End December 31 Last Sunday of May DECEMBER 31 Sales $6,045M(2) $4,542M(2) APPROX. $10 B(1) Diluted Shares Outstanding 36.6M 36.6M 52.3M Stock Exchange Listing NYSE: SZA NYSE: DF NYSE: DF
(1) Adjusted for divestiture of 11 facilities to National Dairy Holdings (NDH) as part of the transaction (2) Last twelve months ended September 30, 2001 for Suiza and last twelve months ended November 25, 2001 for Dean
DEAN FOODS COMPANY Divisions Brands --------- ------ DAIRY GROUP kidsmilk and fitmilk(R), Adohr Farms(R), Branded and private label fresh, flavored, Alta Dena(R), Barbe's(R), Barber's(R), single serve and extended shelf life fluid Bell/Gandy's(TM), Berkeley Farms(TM), milk, organic milk, ice cream and novelties, Brown's Dairy(TM), Broughton(R), Country sour cream, cottage cheese, dips and yogurt, Charm(R), Country Fresh(R), Creamland(TM), half-and-half, coffee creamers, juice drinks Dairy Gold(R), Dairy Ease(R), Dean's(R), and bottled water Fieldcrest(R), Flav-O-Rich(R), Gandy's(TM), Garelick Farms(R), Lehigh Valley Farms(R), London's(R), Maplehurst(R), Mayfield(R), Meadow Gold(R), McArthur(R), Meadowbrook(TM), Milk Chug(R), Model Dairy(R), Oak Farms(R), Poudre Valley(R), Price's(TM), Purity(TM), Reiter(TM), Robinson(R), Schenkel's All Star Dairy(TM), Schepps(R), Shenandoah's Pride(R), Louis Trauth Dairy(R), T.G.Lee(R), Tuscan(R), Verifine(R), Wengert's(R) and West Lynn Creamery(R). Licensed products include Borden(R), Land O'Lakes(R) and NesQuik(TM). Divisions Brands --------- ------ INTERNATIONAL AND PUERTO RICO Suiza Dairy(R) in Puerto Rico Branded and value-added UHT milk Celta(R) in Spain MORNINGSTAR AND Dairy Pure(R), Dean Foods Ultra(R), Dean NATIONAL REFRIGERATED PRODUCTS Dips, Dips for One(TM), Easy 2%(R), Branded value-added and private label IMO(R), International Delight(R), extended shelf life flavored and single Marie's(R), Mocha Mix(R), Naturally serve milk, soymilk, lactose-free milk, Yours(R), Rod's(R), Second Nature(R) and sour cream, cottage cheese, dips, yogurt, Sun Soy(R). Licensed products include egg substitute, half-and-half, coffee Grip'n Go(R), Hershey's(R) and Folgers(R) creamers, aerosol and pre-whip topping Jakada(TM). SPECIALTY FOODS GROUP Private label pickles and regional brands Pickles, non-dairy coffee creamers, including Arnold's(R), Atkins(R), Aunt puddings and sauces Jane's(R), Bennetts(R), Cates(R), Dailey(R), Heifetz(R), Nalley's(TM), Paramount(R), Peter Piper's(R), Rainbo(R), Roddenbery's(R), Schwartz's(R) and Steinfeld's(TM).
-----END PRIVACY-ENHANCED MESSAGE-----






BORROWER:		SUIZA FOODS CORPORATION,
		a Delaware corporation

		By: /s/ Cory M. Olson

		Name: Cory M. Olson
		Title: V.P.






AGENTS AND LENDERS:		FIRST UNION NATIONAL BANK,
		in its capacity as Administrative Agent and individually in its capacity as a Lender

		By: /s/ Jorge A. Gonzalez

		Name: Jorge A. Gonzalez
		Title: Senior Vice President






LENDERS:		THE BANK OF NOVA SCOTIA [Lender]

		By: /s/ A.S. Norsworthy

		Name: A.S. Norsworthy
		Title: Sr. Team Leader-Loan Operations






LENDERS:		CREDIT LYONNAIS NEW YORK BRANCH [Lender]

		By: /s/ Attila Koo

		Name: Attila Koo
		Title: Senior Vice President






LENDERS:		CITIBANK, N.A.
		By: /s/ Danilo Ondina

		Name: Danilo Ondina
		Title: Vice President






LENDERS:		SunTrust Bank [Lender]
		By: /s/ James V. Kenwood

		Name: JAMES V. KENWOOD
		Title: VICE PRESIDENT






LENDERS:		Sawgrass Trading LLC [Lender]
		By: /s/ Diana L. Mushill

		Name: DIANA L. MUSHILL
		Title: ASST. VICE PRESIDENT






LENDERS:		Ag Star Financial Services, PCA [Lender] dba FCS Commercial Finance Group
		By: /s/ Warren Shoen

		Name: Warren Shoen
		Title: Vice President






FIRST AMENDMENT TO CREDIT AGREEMENT AMONG SUIZA FOODS CORP.		AMMC CDO I, LIMITED By: American Money Management Corp. as Collateral Manager


		By: /s/ David P. Meyer

		Name: David P. Meyer

		Title: Vice President






FIRST AMENDMENT TO CREDIT AGREEMENT AMONG SUIZA FOODS CORP.		AMMC CDO II, LIMITED By: American Money Management Corp. as Collateral Manager


		By: /s/ David P. Meyer

		Name: David P. Meyer

		Title: Vice President






FIRST AMENDMENT TO CREDIT AGREEMENT AMONG SUIZA FOODS CORP.		NATIONAL WESTMINSTER BANK PLC By: NatWest Capital Markets Limited, its Agent Greenwich Capital Markets, Inc., its Agent
		By: /s/ Harry Paschalidis

		Name: Harry Paschalidis

		Title: AVP


		BNP Paribas
LENDERS:
		By: /s/ Richard L. Sted

		Name: Richard L. Sted

		Title: Central Region Manager


		By: /s/ Timothy J. Devane

		Name: Timothy J. Devane

		Title: Vice President






LENDERS:		CREDIT INDUSTRIEL ET COMMERCIAL
		By: /s/ Sean Mounier

		Name: Sean Mounier
		Title: First Vice President

		By: /s/ Brian O’Leary

		Name: Brian O’Leary
		Title: Vice President






LENDERS:		APEX (TRIMARAN) CDO I, LTD.
		BY: Trimaran Advisors, L.L.C.

		By: /s/ Dean T. Criares

		Name: Dean T. Criares
		Title: Managing Director






LENDERS:		VAN KAMPEN PRIME RATE
		INCOME TRUST

		BY: Van Kampen Investment Advisory Corp.

		By: /s/ Darvin D. Pierce

		Name: DARVIN D. PIERCE
		Title: EXECUTIVE DIRECTOR






LENDERS:		TORONTO DOMINION (NEW YORK), INC.
		[Lender]
		By: /s/ Stacey L. Malek

		Name: Stacey L. Malek
		Title: Vice President






LENDERS:		Allied Irish Banks, plc. [Lender]

		By: /s/ Rima Terradista

		Name: Rima Terradista
		Title: V.P.

		/s/ Conor Geary

		Name: Conor Geary
		Title: V.P.






LENDERS:		NORTHWOODS CAPITAL, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER [Lender]

		By: /s/ John W. Fraser

		Name: JOHN W. FRASER
		Title: MANAGING DIRECTOR






LENDERS:		VAN KAMPEN CLO I, LIMITED
		By: Van Kampen Investment Advisory Corp As Collateral Manager
		By: /s/ Darvin D. Pierce

		Name: Darvin D. Pierce
		Title: Executive Director






LENDERS:		VAN KAMPEN CLO II, LIMITED
		By: Van Kampen Investment Advisory Corp As Collateral Manager
		By: /s/ Darvin D. Pierce

		Name: Darvin D. Pierce
		Title: Executive Director






LENDERS:		VAN KAMPEN SENIOR INCOME TRUST
		By: Van Kampen Investment Advisory Corp.
		By: /s/ Darvin D. Pierce

		Name: Darvin D. Pierce
		Title: Executive Director






LENDERS:		THE BANK OF NEW YORK

		[Lender]
		By: /s/ David S. Sunderwirth

		Name: David S. Sunderwirth
		Title: Vice President






LENDERS:		ABN AMRO BANK N.V.
		By: /s/ Ellen M. Coleman

		Name: ELLEN M. COLEMAN
		Title: GROUP VICE PRESIDENT
		By: /s/ Delia B. Fance

		Name: DELIA B. FANCE
		Title: GROUP VICE PRESIDENT






LENDERS:		U.S. BANK NATIONAL ASSOCIATION
		[Lender]
		By: /s/ Douglas S. Hoffner

		Name: Douglas S. Hoffner
		Title: Vice President






LENDERS:		BANCO POPULAR DE PUERTO RICO
		By: /s/ Hector A. Viña

		Name: Hector A. Viña
		Title: Vice President






LENDERS:		IKB CAPITAL CORPORATION
		[Lender]
		By: /s/ David Snyder

		Name: DAVID SNYDER
		Title: PRESIDENT






LENDERS:		The Northern Trust Company [Lender]

		By: /s/ [ILLEGIBLE]

		Name:
		Title:






LENDERS:		RZB Finance LLC [Lender]

		By: /s/ Christoph Hoedl

		Name: CHRISTOPH HOEDL
		Title: Assistant Vice President

		/s/ John A. Valiska

		Name: John A. Valiska
		Title: Vice President






LENDERS:		BANK ONE, NA (Lender)

		By: /s/ Kathy Turner

		Name: Kathy Turner
		Title: Director






LENDERS:		Baycrische Hypo-und Vereinsbank, AG New York Branch [Lender]

		By: /s/ Francesco Ossino

		Name: FRANCESCO OSSINO
		Title: DIRECTOR

		By: /s/ David M. Harnisch

		Name: DAVID M. HARNISCH
		Title: MANAGING DIRECTOR






LENDERS:		Oak Brook Bank

		By: /s/ Henry Wessel

		Name: Henry Wessel
		Title: Vice President






LENDERS:		COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH

By: /s/ David L. Streeter Name: DAVID L. STREETER Title: VICE PRESIDENT		By: /s/ W. Jeffrey Vollack Name: W. Jeffrey Vollack Title: Managing Director Senior Credit Officer






LENDERS:		NORTHWOODS CAPITAL II, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER [Lender]

		By: /s/ John W. Fraser

		Name: John W. Fraser
		Title: Managing Director






LENDERS:		NORTHWOODS CAPITAL III, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER [Lender]

		By: /s/ John W. Fraser

		Name: JOHN W. FRASER
		Title: MANAGING DIRECTOR


		Thoroughbred Limited Partnership I By: Appaloosa Management L.P., its general partner By: Appaloosa Management, Inc., its general partner

		By: /s/ James E. Bolin

		Name: James E. Bolin
		Title: Vice President


		ARES Leveraged Investment Fund II, L.P.

		By: ARES Management II, L.P.
		Its: General Partner

		By: /s/ David A. Sachs

		Name: David A. Sachs
		Title: Vice President

		ARES III CLO Ltd.

		By: ARES CLO Management, LLC
		Its: Investment Manager

		By: /s/ David A. Sachs

		Name: David A. Sachs
		Title: Vice President

		ARES IV CLO LTD.

		By: Ares CLO Management IV, L.P.
		Investment Manager

		By: Ares CLO GP IV, LLC
		Its: Managing Member

		By: /s/ David A. Sachs

		Name: David A. Sachs
		Title: Vice President

		Ares V CLO LTD.

		By: Ares CLO Management V, L.P.,
		Investment Manager

		By: Ares CLO GP V, LLC,
		Its: Managing Member

		By: /s/ David A. Sachs

		Name: David A. Sachs
		Title: Vice President






LENDERS:		BANK OF MONTREAL

		[Lender]

		By: /s/ Rebecca D. Kuntz

		Name: Rebecca D. Kuntz
		Title: Vice President






LENDERS:		JPMorgan Chase Bank

		By: /s/ Buddy Wuthrich

		Name: Buddy Wuthrich
		Title: Vice President