10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
For the Quarterly Period Ended September 30, 2004
Or
[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from           to
Commission File Number 001-12755

Dean Foods Company

(Exact name of the registrant as specified in its charter)

Delaware	75-2559681
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

2515 McKinney Avenue, Suite 1200

Dallas, Texas 75201

(214) 303-3400

(Address, including zip code, and telephone number, including

area code, of the registrant’s principal executive offices)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [X]    No [ ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes [X]    No [ ]

     As of November 5, 2004 the number of shares outstanding of each class of common stock was: 149,030,904

Common Stock, par value $.01

Table of Contents

		Page
Part I — Financial Information
	Item 1 — Financial Statements		3
	Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
	Item 3 — Quantitative and Qualitative Disclosures About Market Risk		42
	Item 4 — Controls and Procedures		43
Part II — Other Information
	Item 1 — Legal Proceedings		45
	Item 2 — Unregistered Sales of Securities and Use of Proceeds		45
	Item 6 — Exhibits		46
Amended and Restated Credit Agreement
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

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Part I — Financial Information

Item 1. Financial Statements

DEAN FOODS COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

			September 30,			December 31,
			2004			2003
			(unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	11,696		$	47,143
	Accounts receivable, net			819,466			742,934
	Inventories			543,008			426,478
	Deferred income taxes			121,090			137,055
	Prepaid expenses and other current assets			62,989			47,271
	Income tax receivable			37,639			—
		Total current assets		1,595,888			1,400,881
Property, plant and equipment, net				1,895,550			1,773,555
Goodwill				3,337,677			3,197,548
Identifiable intangible and other assets				800,093			620,552
		Total	$	7,629,208		$	6,992,536
Liabilities and Stockholders’ Equity
Current liabilities:
	Accounts payable and accrued expenses		$	942,389		$	924,707
	Income taxes payable			—			65,528
	Current portion of long-term debt			134,658			180,158
		Total current liabilities		1,077,047			1,170,393
Long-term debt				3,191,700			2,611,356
Deferred income taxes				507,853			388,151
Other long-term liabilities				268,178			279,823
Commitments and contingencies (See Note 10)
Stockholders’ equity:
	Common stock, 150,337,511 and 154,993,214 shares issued and outstanding			1,503			1,550
	Additional paid-in capital			1,341,283			1,498,025
	Retained earnings			1,260,763			1,074,258
	Accumulated other comprehensive income			(19,119	)		(31,020	)
		Total stockholders’ equity		2,584,430			2,542,813
		Total	$	7,629,208		$	6,992,536

See Notes to Condensed Consolidated Financial Statements.

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DEAN FOODS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except share data)

			Three Months Ended					Nine Months Ended
			September 30					September 30
			2004		2003			2004			2003
			(unaudited)					(unaudited)
Net sales			$	2,772,495	$	2,306,848		$	8,031,210		$	6,674,298
Cost of sales				2,127,682		1,713,311			6,135,754			4,908,375
Gross profit				644,813		593,537			1,895,456			1,765,923
Operating costs and expenses:
	Selling and distribution			387,789		339,296			1,131,429			1,009,479
	General and administrative			90,720		76,024			266,045			232,810
	Amortization expense			2,015		1,110			4,694			3,744
	Facility closing and reorganization costs			20,919		2,118			28,625			3,453
	Gain on sale of operations			—		(65,892	)		(122	)		(65,892	)
		Total operating costs and expenses		501,443		352,656			1,430,671			1,183,594
Operating income				143,370		240,881			464,785			582,329
Other (income) expense:
	Interest expense, net			43,190		45,806			129,770			137,018
	Costs related to early extinguishment of debt			32,613		—			32,613			—
	Financing charges on trust issued preferred securities			—		—			—			14,164
	Other (income) expense, net			397		(1,845	)		(1,164	)		(2,795	)
		Total other (income) expense		76,200		43,961			161,219			148,387
Income before income taxes				67,170		196,920			303,566			433,942
Income taxes				26,978		74,758			117,061			164,782
Net income			$	40,192	$	122,162		$	186,505		$	269,160
Average common shares:
	Basic			155,920,588		155,090,232			156,450,474			141,709,125
	Diluted			162,100,926		161,088,893			162,793,019			160,404,492
Earnings per common share:
	Basic		$	0.26	$	0.79		$	1.19		$	1.90
	Diluted		$	0.25	$	0.76		$	1.15		$	1.73

See Notes to Condensed Consolidated Financial Statements.

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DEAN FOODS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

					Nine Months Ended
					September 30
					2004			2003
					(unaudited)
Cash Flows From Operating Activities
	Net income				$	186,505		$	269,160
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				166,458			142,137
		Gain on disposition of assets				(726	)		(2,546	)
		Gain on sale of operations				(122	)		(65,892	)
		Write-down of impaired assets				12,777			1,897
		Deferred income taxes				125,091			103,071
		Taxes on equity compensation				17,548			22,681
		Costs related to early extinguishment of debt				32,613			—
		Other, net				(613	)		(3,258	)
		Changes in operating assets and liabilities, net of acquisitions:
			Accounts receivable			(41,113	)		(15,972	)
			Inventories			(89,642	)		(70,597	)
			Prepaid expenses and other assets			1,598			(154	)
			Accounts payable, accrued expenses and other liabilities			(56,192	)		(77,259	)
			Income taxes payable			(86,747	)		34,858
				Net cash provided by operating activities		267,435			338,126
Cash Flows From Investing Activities
	Net additions to property, plant and equipment					(264,905	)		(199,462	)
	Cash outflows for acquisitions					(366,990	)		(61,092	)
	Net proceeds from divestitures					—			89,950
	Proceeds from sale of fixed assets					9,528			9,889
				Net cash used in investing activities		(622,367	)		(160,715	)
Cash Flows From Financing Activities
	Proceeds from issuance of debt					1,731,695			175,136
	Repayment of debt					(1,207,929	)		(301,091	)
	Payment of deferred financing costs					(9,309	)		(4,459	)
	Issuance of common stock, net of expenses					62,371			81,979
	Redemption of common stock					(257,343	)		(152,472	)
	Redemption of TIPES					—			(2,420	)
				Net cash provided by (used in) financing activities		319,485			(203,327	)
Decrease in cash and cash equivalents						(35,447	)		(25,916	)
Cash and cash equivalents, beginning of period						47,143			45,896
Cash and cash equivalents, end of period					$	11,696		$	19,980

See Notes to Condensed Consolidated Financial Statements.

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DEAN FOODS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2004

(unaudited)

1.     General

      Basis of Presentation — The unaudited Condensed Consolidated Financial Statements contained in this report have been prepared on the same basis as the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2003. In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) in order to present fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. Certain reclassifications have been made to conform our 2003 Consolidated Financial Statements to the current classifications. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. Our results of operations for the period ended September 30, 2004 may not be indicative of our operating results for the full year. The Condensed Consolidated Financial Statements contained in this report should be read in conjunction with our 2003 Consolidated Financial Statements and the notes thereto contained in our Annual Report on Form 10-K (filed with the Securities and Exchange Commission on March 15, 2004).

      Unless otherwise indicated, references in this report to “we,” “us” or “our” refer to Dean Foods Company and its subsidiaries, taken as a whole.

      Recently Adopted Accounting Pronouncements — In December 2003, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits” in an attempt to improve financial statement disclosures regarding defined benefit plans. This standard requires that companies provide more details about their plan assets, benefit obligations, cash flows, benefit costs and other relevant information. In addition to expanded annual disclosures, we are required to report the various elements of pension and other postretirement benefit costs on a quarterly basis. SFAS No. 132 (revised 2003) is effective for fiscal years ending after December 15, 2003, and for quarters beginning after December 15, 2003. The expanded disclosure requirements are included in this report.

      On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was signed into law. The Act introduces a prescription drug benefit under Medicare Part D, as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. In April 2004, the FASB issued Staff Position (“FSP”) No. SFAS 106-2 to address the accounting and disclosure requirements related to the Act. The FSP is effective for interim or annual periods beginning after September 15, 2004. Substantially all of our postretirement benefits terminate at age 65. Therefore, the FSP will have no material affect on our Condensed Consolidated Financial Statements.

      Stock-Based Compensation — We measure compensation expense for our stock-based compensation plans using the intrinsic value method and provide the required pro forma disclosures of the effect on net income and earnings per share as if the fair value-based method had been applied in measuring compensation expense.

      We have elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for our stock options. All options granted to date have been to employees, officers and directors. No compensation expense has been recognized as the stock options were granted at exercise prices that were at or above market value at the grant date. Compensation expense for grants of deferred stock units (“DSUs”) is recognized over the vesting period. See Note 6 for more information about our stock option and DSU programs. Had compensation expense been determined for stock option grants using fair value methods provided for in SFAS No. 123,

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“Accounting for Stock-Based Compensation,” our pro forma net income and net income per common share would have been the amounts indicated below:

		Three Months Ended						Nine Months Ended
		September 30						September 30
		2004			2003			2004			2003
		(In thousands, except share data)
Net income, as reported		$	40,192		$	122,162		$	186,505		$	269,160
Add: Stock-based compensation expense included in net income, net of tax			943			594			2,760			1,781
Less: Stock-based compensation expense determined under fair value-based methods for all awards, net of income tax benefit			(8,704	)		(8,946	)		(26,584	)		(27,624	)
Pro forma net income		$	32,431		$	113,810		$	162,681		$	243,317
Net income per share:
	Basic — as reported	$	0.26		$	0.79		$	1.19		$	1.90
	Basic — pro forma		0.21			0.73			1.04			1.72
	Diluted — as reported		0.25			0.76			1.15			1.73
	Diluted — pro forma		0.20			0.71			1.00			1.57
Stock option share data:
	Stock options granted during period		51,370			55,176			2,228,658			3,477,167
	Weighted average option fair value	$	8.68		$	13.99		$	8.87		$	11.59

      The fair value of each stock option grant is calculated using the Black-Scholes option-pricing model, with the following assumptions:

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2004			2003			2004			2003
Expected volatility		25	%		37	%		25	%		37-38	%
Expected dividend yield		0	%		0	%		0	%		0	%
Expected option term		5 years			7 years			5 years			7 years
Risk-free rate of return		3.38	%		3.99- 4.00	%		2.98- 3.81	%		3.03- 4.00	%

      Shipping and Handling Fees — Our shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of the costs. Shipping and handling costs included in cost of sales include inventory warehouse costs, product loading and handling costs and costs associated with transporting finished products from our manufacturing facilities to our own distribution warehouses. Shipping and handling costs included in selling and distribution expense consist primarily of route delivery costs for both company-owned delivery routes and independent distributor routes, to the extent that such independent distributors are paid a delivery fee, and the cost of shipping products to customers through third party carriers. Shipping and handling costs that were recorded as a component of selling and distribution expense were approximately $289.3 million and $245 million in the third quarter of 2004 and 2003, respectively, and $830.9 million and $730.9 million during the first nine months of 2004 and 2003, respectively.

2. Acquisitions

      On May 31, 2004, Leche Celta, our Spanish subsidiary, acquired Tiger Foods, a dairy processing business with one plant located in Avila, Spain. Tiger Foods, which had net sales of approximately $29 million in 2003, manufactures and distributes branded and private label UHT milk and dairy-based drinks throughout Spain, with an emphasis in the southern and central regions. Tiger Foods’ operations complement our Spanish operations and we expect this acquisition to allow us to reduce our transportation costs for raw milk and finished products due to their geographic proximity to our raw milk suppliers and

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certain customers. We paid approximately $21.9 million for the purchase of the company, all of which was funded with borrowings under our senior credit facility.

      On April 5, 2004, our Branded Products Group acquired a soy processing and packaging plant located in Bridgeton, New Jersey. Prior to the acquisition, the previous owner of the plant co-packed Silk® products for us at the plant. As a result of the acquisition, we have increased our in-house processing and packaging capabilities for our soy products, which should enable us to reduce our costs. We paid approximately $25.5 million for the purchase of the plant, all of which was funded using borrowings under our senior credit facility.

      In 2002, we purchased a perpetual license to use the LAND O’LAKES® brand on certain dairy products nationally, excluding cheese and butter. This perpetual license was subject, however, to a pre-existing sublicense entitling a competitor to manufacture and sell cream, sour cream and whipping cream in certain channels in the eastern United States. Effective March 31, 2004, we acquired that sublicense and certain customer relationships of the sublicensee for an aggregate purchase price of approximately $17 million, all of which was funded using borrowings under our senior credit facility. We now have the exclusive right to use the LAND O’LAKES brand on dairy products (other than cheese and butter) throughout the entire United States.

      On January 26, 2004, our Dairy Group acquired Ross Swiss Dairies, a dairy distributor based in Los Angeles, California, which had net sales of approximately $120 million in 2003. As a result of this acquisition, we have increased the distribution capability of our Dairy Group in southern California, allowing us to better serve our customers. Ross Swiss Dairies has historically purchased a significant portion of its products from other processors. Now the majority of products distributed by Ross Swiss Dairies are manufactured in our southern California plants. We paid approximately $21.8 million, including transaction costs, for the purchase of Ross Swiss Dairies and funded the purchase price with borrowings under our receivables-backed facility.

      On January 2, 2004, we completed the acquisition of the 87% of Horizon Organic Holding Corporation (“Horizon Organic”) that we did not already own. Horizon Organic had sales of over $200 million during 2003. We already owned approximately 13% of the outstanding common stock of Horizon Organic as a result of investments made in 1998. Third-party co-packers, including us, have historically done all of Horizon Organic’s manufacturing. During 2003, we produced approximately 27% of Horizon Organic’s fluid dairy products. We also distributed Horizon Organic’s products in several parts of the country. Horizon Organic is a leading branded organic foods company in the United States. Because organic foods are gaining popularity with consumers and because Horizon Organic’s products offer consumers an alternative to our Dairy Group’s traditional dairy products, we believe Horizon Organic is an important addition to our portfolio of brands. The aggregate purchase price for the 87% of Horizon Organic that we did not already own was approximately $287 million, including approximately $217 million of cash paid to Horizon Organic’s stockholders, the repayment of approximately $40 million of borrowings under Horizon Organic’s former credit facilities, and transaction expenses of approximately $9 million, all of which was funded using borrowings under our senior credit facility and our receivables-backed facility. In addition, each of the options to purchase Horizon Organic’s common stock outstanding on January 2, 2004 was converted into an option to purchase .7301 shares of our stock, with an aggregate fair value of approximately $21 million. Beginning with the first quarter of 2004, Horizon Organic’s financial results are reported in our Branded Products Group segment.

      We have not completed the final allocation of purchase price to the fair values of assets and liabilities acquired in 2004 and late 2003, or the related business integration plans. We expect that the ultimate purchase price allocation may include additional adjustments to the fair values of depreciable tangible assets, identifiable intangible assets and the carrying values of certain liabilities. Accordingly, to the extent that such assessments indicate that the fair value of the assets and liabilities differ from their preliminary purchase price allocation, such difference would adjust the amounts allocated to the assets and liabilities and would change the amounts allocated to goodwill.

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3. Inventories

		September 30,		December 31,
		2004		2003
		(In thousands)
Raw materials and supplies		$	215,630	$	165,206
Finished goods			327,378		261,272
	Total	$	543,008	$	426,478

      Approximately $113.6 million and $97.6 million of our inventory was accounted for under the last-in, first-out (LIFO) method of accounting at September 30, 2004 and December 31, 2003, respectively. Our LIFO reserve was $2 million and $1.4 million at September 30, 2004 and December 31, 2003, respectively.

4. Intangible Assets

      Changes in the carrying amount of goodwill for the nine months ended September 30, 2004 are as follows:

				Branded		Specialty
				Products		Foods
	Dairy Group			Group		Group			Other			Total
	(In thousands)
Balance at January 1, 2004	$	2,410,364		$	390,269	$	311,790		$	85,125		$	3,197,548
Acquisitions		32,343			114,886		—			12,146			159,375
Purchase accounting adjustments		(11,579	)		—		(5,953	)		—			(17,532	)
Currency changes and other		—			—		—			(1,714	)		(1,714	)
Balance at September 30, 2004	$	2,431,128		$	505,155	$	305,837		$	95,557		$	3,337,677

      The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of September 30, 2004 and December 31, 2003 are as follows:

		September 30, 2004							December 31, 2003
		Gross					Net		Gross					Net
		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
		Amount		Amortization			Amount		Amount		Amortization			Amount
		(In thousands)
Intangible assets with indefinite lives:
	Trademarks	$	654,449	$	(14,274	)	$	640,175	$	485,358	$	(14,274	)	$	471,084
Intangible assets with finite lives:
	Customer-related		101,069		(16,816	)		84,253		50,850		(12,187	)		38,663
Total		$	755,518	$	(31,090	)	$	724,428	$	536,208	$	(26,461	)	$	509,747

      Amortization expense on intangible assets for the three months ended September 30, 2004 and 2003 was $2.3 million and $1.4 million and $4.8 million and $4.2 million for the nine months ended September 30, 2004 and 2003, respectively. Estimated aggregate intangible asset amortization expense for the next five years is as follows:

2005	$8.6 million
2006	8.4 million
2007	8.2 million
2008	8.0 million
2009	7.9 million

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5. Long-Term Debt

				September 30, 2004						December 31, 2003
				Amount			Interest			Amount			Interest
				Outstanding			Rate			Outstanding			Rate
				(Dollars in thousands)
Senior credit facility				$	2,140,897			3.15	%	$	1,784,053			3.05	%
Subsidiary debt obligations:
	Senior notes				663,657			6.625-8.15			660,663			6.625-8.15
	Receivables-backed facility				471,000			2.14			302,500			1.84
	Other lines of credit				24,603			2.78			6,401			2.76
	Industrial development revenue bonds				—						11,700			1.35-1.40
	Capital lease obligations and other				26,201						26,197
					3,326,358						2,791,514
		Less current portion			(134,658	)					(180,158	)
			Total	$	3,191,700					$	2,611,356

      Senior Credit Facility — Our senior credit facility provides for a $1.5 billion revolving credit facility and a $1.5 billion term loan. At September 30, 2004 there were outstanding term loan borrowings of $1.5 billion under the senior credit facility, and $640.9 million outstanding under the revolving line of credit. Letters of credit in the aggregate amount of $101.2 million were issued but undrawn. At September 30, 2004, approximately $757.9 million was available for future borrowings under the revolving credit facility, subject to satisfaction of certain ordinary course conditions contained in the credit agreement.

      Both the revolving credit facility and term loan bear interest, at our election, at the base rate plus a margin that varies from 0 to 62.5 basis points depending on our credit ratings (as issued by Standard & Poor’s and Moody’s), or LIBOR plus a margin that varies from 75 to 187.5 basis points, depending on our credit ratings (as issued by Standard & Poor’s and Moody’s). The blended interest rate in effect on borrowings under the senior credit facility, including the applicable interest rate margin, was 3.15% at September 30, 2004. However, we had interest rate swap agreements in place that hedged $1.13 billion of our borrowings under the senior credit facility at an average rate of 4.32%, plus the applicable interest rate margin. Interest is payable quarterly or at the end of the applicable interest period.

      Principal payments are required on the term loan as follows:

•  $56.25 million quarterly beginning on December 31, 2006 through September 30, 2008;

•  $262.5 million quarterly beginning on December 31, 2008 through June 30, 2009; and

•  A final payment of $262.5 million on the maturity date of August 13, 2009.

      No principal payments are due on the $1.5 billion revolving credit facility until maturity on August 13, 2009.

      The credit agreement also requires mandatory principal prepayments upon the occurrence of certain asset dispositions or recovery events.

      In consideration for the revolving commitment, we pay a quarterly commitment fee on unused amounts of the revolving credit facility that ranges from 25 to 37.5 basis points, depending on our credit ratings (as issued by Standard & Poor’s and Moody’s).

      The senior credit facility contains various financial and other restrictive covenants and requires that we maintain certain financial ratios, including a leverage and interest coverage ratio. We are currently in compliance with all covenants contained in our credit agreement.

      Our credit agreement permits us to complete acquisitions that meet the following conditions without obtaining prior approval: (1) the acquired company is involved in the manufacture, processing and

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distribution of food or packaging products or any other line of business in which we are currently engaged, (2) the net cash purchase price is not greater than $500 million, (3) we acquire at least 51% of the acquired entity, (4) the transaction is approved by the Board of Directors or shareholders, as appropriate, of the target and (5) after giving effect to such acquisition on a pro-forma basis, we are in compliance with all financial covenants. All other acquisitions must be approved in advance by the required lenders.

      The senior credit facility also contains limitations on liens, investments and the incurrence of additional indebtedness, and prohibits certain dispositions of property and restricts certain payments, including dividends. The senior credit facility is secured by liens on substantially all of our domestic assets (including the assets of our subsidiaries, but excluding the capital stock of the former Dean Foods Company’s subsidiaries, and the real property owned by the former Dean Foods Company and its subsidiaries).

      The credit agreement contains standard default triggers, including without limitation: failure to maintain compliance with the financial and other covenants contained in the credit agreement, default on certain of our other debt, a change in control and certain other material adverse changes in our business. The credit agreement does not contain any default triggers based on our credit rating.

      In August 2004, we amended our senior credit facility to (1) increase the size of our revolving credit facility from $1 billion to $1.5 billion, (2) increase the size of our term loan A from $850 million to $1.5 billion, (3) eliminate term loans B and C and, (4) modify the interest rate and payment terms. When we amended our credit facility, we were required to write-off approximately $32.6 million of deferred financing costs that were incurred in connection with our credit facility prior to the amendment, which were being amortized over the previous terms of the revolving credit facility and term loans.

      Senior Notes — One of our subsidiaries, the former Dean Foods Company, has certain senior notes outstanding with the following interest rates and maturities:

•  $99 million ($100 million face value), at 6.75% interest, maturing in June 2005;

•  $250.3 million ($250 million face value), at 8.15% interest, maturing in 2007;

•  $187.5 million ($200 million face value), at 6.625% interest, maturing in 2009; and

•  $126.9 million ($150 million face value), at 6.9% interest, maturing in 2017.

      The related indentures do not contain financial covenants but do contain certain restrictions including a prohibition against the former Dean Foods Company and its subsidiaries granting liens on their respective real estate interests and a prohibition against the former Dean Foods Company granting liens on the stock of its subsidiaries. The indentures also place certain restrictions on the former Dean Foods Company’s ability to divest assets not in the ordinary course of business.

      Receivables-Backed Facility — We have entered into a $500 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts receivable to four wholly-owned special purpose entities intended to be bankruptcy-remote. The special purpose entities then transfer the receivables to third-party asset-backed commercial paper conduits sponsored by major financial institutions. The assets and liabilities of these four special purpose entities are fully reflected on our balance sheet, and the securitization is treated as a borrowing for accounting purposes. The receivables-backed facility bears interest at a variable rate based on the commercial paper yield as defined in the agreement. At September 30, 2004, $471 million was outstanding under this facility at an average interest rate of 2.14%. Our ability to re-borrow under this facility is subject to a standard “borrowing base” formula. At September 30, 2004, our availability under this facility was $4.9 million.

      Other Lines of Credit — Leche Celta, our Spanish subsidiary, has certain lines of credit separate from the senior credit facility described above. At September 30, 2004, $24.6 million was outstanding under these lines of credit at an average interest rate of 2.78%.

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      Industrial Development Revenue Bonds — During 2004, we repaid the remaining principal balances of our outstanding industrial development revenue bonds, which had an aggregate outstanding principal balance of $11.7 million at December 31, 2003.

      Capital Lease Obligations and Other — Capital lease obligations and other subsidiary debt includes various promissory notes for the purchase of property, plant, and equipment and capital lease obligations. The various promissory notes payable provide for interest at varying rates and are payable in monthly installments of principal and interest until maturity, when the remaining principal balances are due. Capital lease obligations represent machinery and equipment financing obligations, which are payable in monthly installments of principal and interest and are collateralized by the related assets financed.

      Interest Rate Agreements — We have interest rate swap agreements in place that have been designated as cash flow hedges against variable interest rate exposure on a portion of our debt, with the objective of minimizing our interest rate risk and stabilizing cash flows. These swap agreements provide hedges for variable rate borrowings by limiting or fixing the LIBOR interest rates at the interest rates noted below until the indicated expiration dates of these interest rate swap agreements.

      The following table summarizes our various interest rate agreements in effect as of September 30, 2004 and December 31, 2003:

Fixed Interest Rates	Expiration Date		Notional Amounts
			(In millions)
1.48% to 6.69%		December 2004	$	650
5.20% to 6.74%		December 2005		400
6.78%		December 2006		75

      We also have an interest rate swap agreement that provides a hedge for euro-denominated loans under our senior credit facility. The following table describes this agreement at September 30, 2004 and December 31, 2003:

Fixed Interest Rates	Expiration Date		Notional Amounts
5.6%		November 2004	12 million euros (approximately $14.8 million as of September 30, 2004 and
			$15.1 million as of December 31, 2003)

      These swaps are required to be recorded as an asset or liability on our consolidated balance sheet at fair value, with an offset to other comprehensive income to the extent the hedge is effective. Derivative gains and losses included in other comprehensive income are reclassified into earnings as the underlying transaction occurs. Any ineffectiveness in our hedges is recorded as an adjustment to interest expense.

      As of September 30, 2004, our derivative liability totaled $23.9 million on our consolidated balance sheet including approximately $18.3 million recorded as a component of accounts payable and accrued expenses and $5.6 million recorded as a component of other long-term liabilities. There was no hedge ineffectiveness, as determined in accordance with SFAS No. 133, for the quarter or nine months ended September 30, 2004. Approximately $5.1 million and $16.5 million of losses (net of taxes) were reclassified to interest expense from other comprehensive income during the quarter and nine months ended September 30, 2004, respectively. We estimate that approximately $11.9 million of net derivative losses (net of taxes) included in other comprehensive income will be reclassified into earnings within the next 12 months. These losses, if realized, will effectively raise the interest expense that would otherwise be payable on our variable rate debt.

      We are exposed to market risk under these arrangements due to the possibility of interest rates on the credit facilities falling below the rates on our interest rate swap agreements. Credit risk under these arrangements is believed to be remote as the counterparties to our interest rate swap agreements are major financial institutions.

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6. Stockholders’ Equity

      Stock Award Plans — The following table summarizes stock option activity during the first nine months of 2004 under our stock-based compensation programs:

					Weighted Average
		Options			Exercise Price
Options outstanding at December 31, 2003			16,599,126		$	18.50
	Granted(1)		2,228,658			31.43
	Options issued to Horizon Organic option holders(2)		1,137,308			16.37
	Cancelled(3)		(179,767	)		22.49
	Exercised		(2,930,183	)		17.23
Options outstanding at September 30, 2004			16,855,142		$	20.17

(1)	Employee options vest as follows: one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date, and one-third on the third anniversary of the grant date. Options granted to non-employee directors vest upon grant. On June 30 of each year, each non-employee director receives an immediately vested option to purchase 7,500 shares of common stock.
(2)	In connection with our acquisition of Horizon Organic in January 2004, all options to purchase Horizon Organic stock outstanding at the time of the acquisition were converted into options to purchase our stock, most of which were automatically vested when we completed the acquisition.
(3)	Pursuant to the terms of our stock award plans, options that are cancelled or forfeited become available for future grants.

      We also issued 23,486 shares of restricted stock during the first nine months of 2004 to non-employee directors as compensation for services rendered. Shares of restricted stock granted to non-employee directors vest one-third on grant, one-third on the first anniversary of grant and one-third on the second anniversary of grant.

      In January 2003, we began issuing deferred stock units (“DSUs”) to certain key employees and directors as part of our long-term incentive program. A DSU represents the right to receive one share of common stock in the future. DSUs have no exercise price. Each employee’s DSU grant vests ratably over five years, subject to certain accelerated vesting provisions based primarily on our stock price. DSUs granted to non-employee directors vest ratably over three years. The following table summarizes the status of our DSU compensation program:

		Employees			Directors			Total
DSUs outstanding at December 31, 2003			653,500			28,050			681,550
	DSUs issued		403,200			28,050			431,250
	Shares issued		(99,930	)		(5,950	)		(105,880	)
	DSUs cancelled		(48,770	)		—			(48,770	)
DSUs outstanding at September 30, 2004			908,000			50,150			958,150
Weighted average fair value at September 30, 2004		$	27.57		$	34.99		$	27.94
Compensation expense (in thousands)			4,239			234			4,473

      Earnings Per Share — Basic earnings per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is based on the weighted average number of common shares outstanding and the effect of all dilutive common stock equivalents during each

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period. The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share (“EPS”):

			Three Months Ended				Nine Months Ended
			September 30				September 30
			2004		2003		2004		2003
			(In thousands, except share data)
Basic EPS computation:
	Numerator:
		Net income	$	40,192	$	122,162	$	186,505	$	269,160
	Denominator:
		Average common shares		155,920,588		155,090,232		156,450,474		141,709,125
	Basic EPS		$	0.26	$	0.79	$	1.19	$	1.90
Diluted EPS computation:
	Numerator:
		Net income	$	40,192	$	122,162	$	186,505	$	269,160
		Net effect on earnings from conversion of mandatorily redeemable convertible preferred securities		—		—		—		8,994
		Income applicable to common stock	$	40,192	$	122,162	$	186,505	$	278,154
	Denominator:
		Average common shares — basic		155,920,588		155,090,232		156,450,474		141,709,125
		Stock option conversion(1)		5,218,145		5,283,856		5,409,654		5,373,049
		DSUs		962,193		714,805		932,891		730,859
		Dilutive effect of conversion of mandatorily redeemable convertible preferred securities(2)		—		—		—		12,591,459
		Average common shares — diluted		162,100,926		161,088,893		162,793,019		160,404,492
		Diluted EPS	$	0.25	$	0.76	$	1.15	$	1.73

(1)	Stock option conversion excludes anti-dilutive shares of 96,000 and 34,210 for the quarter and nine months ended September 30, 2004, respectively; and 82,500 and 32,940 shares for the quarter and nine months ended September 30, 2003, respectively.
(2)	During the second quarter of 2003, we called for redemption all outstanding mandatorily redeemable convertible preferred securities.

      Stock Repurchases — During the first nine months of 2004, we spent approximately $257.3 million, including commissions and fees, to repurchase 7.98 million shares of our common stock for an average price of $32.27 per share.

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7. Comprehensive Income

      Comprehensive income consists of net income plus all other changes in equity from non-owner sources. Consolidated comprehensive income was $45.4 million and $198.4 million for the third quarter and first nine months of 2004. The amounts of income tax (expense) benefit allocated to each component of other comprehensive income during the nine months ended September 30, 2004 are included below.

		Pre-Tax Income			Tax Benefit			Net
		(Loss)			(Expense)			Amount
		(In thousands)
Accumulated other comprehensive income, December 31, 2003		$	(62,731	)	$	31,711		$	(31,020	)
	Cumulative translation adjustment arising during period		(1,776	)		—			(1,776	)
	Net change in fair value of derivative instruments		(1,569	)		576			(993	)
	Amounts reclassified to income statement related to derivatives		26,005			(9,552	)		16,453
	Minimum pension liability adjustment		(2,876	)		1,093			(1,783	)
Accumulated other comprehensive income, September 30, 2004		$	(42,947	)	$	23,828		$	(19,119	)

8. Employee Retirement and Postretirement Benefits

      Defined Benefit Plans — The benefits under our defined benefit plans are based on years of service and employee compensation.

		Three Months Ended						Nine Months Ended
		September 30						September 30
		2004			2003			2004			2003
		(In thousands)
Components of net period cost:
	Service cost	$	783		$	700		$	2,349		$	2,100
	Interest cost		4,401			4,438			13,203			13,314
	Expected return on plan assets		(3,337	)		(2,608	)		(10,011	)		(7,824	)
Amortizations:
	Unrecognized transition obligation		36			27			71			81
	Prior service cost		191			177			573			531
	Unrecognized net loss		426			458			1,278			1,374
	Effect of settlement		476			636			1,428			1,908
Net period benefit cost		$	2,976		$	3,828		$	8,891		$	11,484

      We expect to contribute $39.5 million to the pension plans during 2004.

      Postretirement Benefits — Certain of our subsidiaries provide healthcare benefits to certain retirees who are covered under specific group contracts.

		Three Months						Nine Months
		Ended						Ended
		September 30						September 30
		2004			2003			2004			2003
		(In thousands)
Components of net period cost:
	Service cost	$	262		$	292		$	786		$	876
	Interest cost		319			304			957			912
Amortizations:
	Prior service cost		(17	)		(52	)		(51	)		(156	)
	Unrecognized net loss		85			58			255			174
Net period benefit cost		$	649		$	602		$	1,947		$	1,806

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      We expect to contribute $2.8 million to the postretirement health plans during 2004.

9. Facility Closing and Reorganization Costs

      Facility Closing and Reorganization Costs — As part of our continued rationalization and cost reduction efforts, we recorded net costs of $28.6 million and $3.5 million during the first nine months of 2004 and 2003, respectively.

      The charges recorded during the first nine months of 2004 are primarily related to the following:

•  Exiting the nutritional beverages business operated by our Specialty Foods Group segment, including the closure of a manufacturing facility in Benton Harbor, Michigan;

•  Closing Dairy Group manufacturing facilities in Madison, Wisconsin; San Leandro and South Gate, California; Westwego, Louisiana; Pocatello, Idaho and Wilkesboro, North Carolina;

•  Reorganizing our Branded Products Group including consolidating the operations of the three distinct operating units: White Wave, Horizon Organic, and Dean National Brand Group; and

•  The transfer of Morningstar Foods’ private label and manufacturing operations to the Dairy Group.

      These charges were accounted for in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which became effective for us in January 2003. We expect to incur additional charges related to these restructuring plans of approximately $8.3 million, including an additional $1 million in work force reduction costs and approximately $7.3 million in shut down and other costs. Approximately $3.5 million and $4.8 million of these additional charges are expected to be completed by December 2004 and December 2005, respectively.

      The principal components of our continued rationalization and cost reduction efforts include the following:

•  Workforce reductions as a result of facility closings, facility reorganizations and consolidation of administrative functions;

•  Shutdown costs, including those costs that are necessary to prepare abandoned facilities for closure;

•  Costs incurred after shutdown such as lease obligations or termination costs, utilities and property taxes;

•  Costs associated with the reorganization of the Branded Products Group supply chain and distribution activities, including termination of certain contractual agreements; and

•  Write-downs of property, plant and equipment and other assets, primarily for asset impairments as a result of facilities that are no longer used in operations. The impairments relate primarily to owned buildings, land and equipment at the facilities, which are written down to their estimated fair value and held for sale. The effect of suspending depreciation on the buildings and equipment related to the closed facilities was not significant. The carrying value of closed facilities at September 30, 2004 was approximately $15.6 million. We are marketing these properties for sale.

      In the second quarter of 2004, we sold a closed Dairy Group facility in Honolulu, Hawaii. In 2003, when we closed this facility, we recorded facility closing costs which included a write-down in the value of the facility and accruals for certain lease obligations. Because we sold the facility for more than expected, we reversed the impairment charge by recording a credit to restructuring expense of $1.7 million and reversed $0.5 million of lease obligations that were cancelled.

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      Activity with respect to facility closing and reorganization costs for exit plans approved after January 1, 2003, which were accounted for under SFAS No. 146, is summarized below:

			Accrued		Nine Months Ended						Accrued
			Charges at		September 30, 2004						Charges at
			December 31,								September 30,
			2003		Charges			Payments			2004
					(In thousands)
Cash charges:
	Workforce reduction costs		$	5,962	$	7,396		$	(7,954	)	$	5,404
	Shutdown costs			—		4,651			(4,651	)		—
	Lease obligations after shutdown			477		(90	)		(241	)		146
	Settlement of contracts			—		3,788			(3,788	)		—
	Other			53		1,871			(1,873	)		51
	Subtotal		$	6,492		17,616		$	(18,507	)	$	5,601
Noncash charges:
Write-down of assets						12,777
Gain on sale of facility						(1,695	)
		Total charges			$	28,698

      Activity with respect to facility closing and reorganization costs for exit plans approved before January 1, 2003, which were accounted for under EITF 94-3, is summarized below:

			Accrued		Nine Months Ended						Accrued
			Charges at		September 30, 2004						Charges at
			December 31,								September 30,
			2003		Charges			Payments			2004
					(In thousands)
Cash charges:
	Workforce reduction costs		$	1,443	$	(245	)	$	(715	)	$	483
	Shutdown costs			557		—			(208	)		349
	Other			292		172			(141	)		323
		Total	$	2,292	$	(73	)	$	(1,064	)	$	1,155

      The majority of future cash requirements to reduce the liability at September 30, 2004 are expected to be completed within a year.

      In the first nine months of 2003, we recorded charges of $5.1 million related to closing a Dairy Group ice cream facility in Honolulu, Hawaii, the organizational realignment of the Midwest Region of our Dairy Group, closing a New York distribution facility in our Dairy Group, closing a Dairy Group ice cream operating and maintenance facility in Ohio and the realignment of Morningstar’s private label business and manufacturing operations into the Dairy Group. We also recorded a gain of $1.7 million as a reduction of facility closing expense related to the sale of a closed Dairy Group facility in Port Huron, Michigan. In 2001, when we closed this facility we recorded facility closing costs, which included a write-down in the value of the facility. We sold the facility for more than expected, resulting in the $1.7 million gain, which was recorded as a reduction of facility closing expense. Net facility closing costs were $3.5 million for the first nine months of 2003.

      Acquired Facility Closing Costs — As part of our purchase price allocations, we accrue costs pursuant to plans to exit certain activities and operations of acquired businesses in order to rationalize production and reduce costs and inefficiencies. During the first nine months of 2004, we accrued costs to close two Dairy Group facilities acquired in 2003 and the Horizon Organic Farm and Education Center acquired in 2004.

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      The principal components of the plans include the following:

•  Workforce reductions as a result of facility closings, facility reorganizations and consolidation of administrative functions and offices;

•  Shutdown costs, including those costs that are necessary to clean and prepare abandoned facilities for closure; and

•  Costs incurred after shutdown such as lease obligations or termination costs, utilities and property taxes after shutdown of the facility.

      Also during the first nine months of 2004, we recorded certain adjustments to reduce our acquisition liability by approximately $1.7 million related to exit activities in our Specialty Foods Group segment. The liabilities were recorded as part of our overall integration and efficiency efforts related to our acquisition of the former Dean Foods Company. These adjustments reduced goodwill.

      Activity with respect to these acquisition liabilities during the first nine months of 2004 is summarized below:

		Accrued		Nine Months Ended								Accrued
		Charges at		September 30, 2004								Charges at
		December 31,										September 30,
		2003		Accruals		Payments			Adjustments			2004
		(In thousands)
Workforce reduction costs		$	2,871	$	2,458	$	(1,803	)	$	(474	)	$	3,052
Shutdown costs			6,317		5,050		(2,925	)		(1,263	)		7,179
	Total	$	9,188	$	7,508	$	(4,728	)	$	(1,737	)	$	10,231

10. Commitments and Contingencies

      Leases — We lease certain property, plant and equipment used in our operations under both capital and operating lease agreements. Such leases, which are primarily for machinery, equipment and vehicles, have lease terms ranging from 1 to 20 years. Certain of the operating lease agreements require the payment of additional rentals for maintenance, along with additional rentals based on miles driven or units produced. Certain leases require us to guarantee a minimum value of the leased asset at the end of the lease. Our maximum exposure under those guarantees is not a material amount.

      Contingent Obligations Related to Milk Supply Arrangements — On December 21, 2001, in connection with our acquisition of the former Dean Foods Company, we purchased Dairy Farmers of America’s (“DFA”) 33.8% interest in our Dairy Group. In connection with that transaction, we entered into two agreements with DFA designed to ensure that DFA has the opportunity to continue to supply raw milk to certain of our plants, or be paid for the loss of that business. One such agreement is a promissory note with a 20-year term that bears interest based on the consumer price index. Interest will not be paid in cash but will be added to the principal amount of the note annually, up to a maximum principal amount of $96 million. We may prepay the note in whole or in part at any time, without penalty. The note will only become payable if we ever materially breach or terminate one of our milk supply agreements with DFA without renewal or replacement. Otherwise, the note will expire in 2021, without any obligation to pay any portion of the principal or interest. Payments made under the note, if any, would be expensed as incurred. The other agreement would require us to pay damages to DFA if we fail to offer DFA the right to supply milk to certain plants that we acquired as part of the former Dean Foods after the pre-existing agreements with certain other suppliers or producers expire.

      Contingent Obligations Related to Divested Operations — We have sold several businesses in recent years. In each case, we have retained certain known contingent obligations related to those businesses and/or assumed an obligation to indemnify the purchasers of the businesses for certain unknown contingent liabilities, including environmental liabilities. In the case of the sale of our Puerto Rico operations, we were required to post collateral, including one surety bond and one letter of credit, to secure

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our obligation to satisfy the retained known liabilities and to fulfill our indemnification obligation. We believe we have established adequate reserves for any potential liability related to our divested businesses. Moreover, we do not expect any liability that we may have for these retained liabilities, or any indemnification liability, to be material.

      Insurance — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party carriers with high deductible limits. In other areas, we are self-insured with stop-loss coverages. These deductibles range from $350,000 for medical claims to $2 million for casualty claims. We believe we have established adequate reserves to cover these claims.

      Litigation, Investigations and Audits — We and our subsidiaries are parties from time to time to certain other claims, litigation, audits and investigations. We believe that we have established adequate reserves to satisfy any potential liability we may have under all such claims, litigations, audits and investigations that are currently pending. In our opinion, the settlement of any such currently pending or threatened matter is not expected to have a material adverse impact on our financial position, results of operations or cash flows.

11. Business and Geographic Information and Major Customers

      We currently have three reportable segments: the Dairy Group, the Branded Products Group and the Specialty Foods Group.

      Our Dairy Group segment is our largest segment. It manufactures, markets and distributes a wide variety of “dairy case” products, such as milk, cream, ice cream, cultured dairy products and juices, to retailers, distributors, foodservice outlets, schools and governmental entities across the United States under customer labels and under our local and regional brands.

      Our Branded Products Group segment develops, markets and sells a variety of value-added dairy and dairy-related products, such as Silk soymilk; Sun Soy® soymilk; Silk cultured soy products; White Wave® and Tofu Town® branded tofu; Horizon Organic® dairy products and juices; Rachel’s Organic® dairy products (sold in the United Kingdom); International Delight® coffee creamers; Hershey’s® milks and milkshakes; LAND O’LAKES fluid and cultured products; Marie’s® dips and dressings; and Dean’s® dips. The Branded Products Group sells its products to a variety of customers, including grocery stores, club stores, natural foods stores, mass merchandisers, convenience stores and foodservice outlets. The Branded Products Group’s operations have historically been conducted through three distinct operating units, including White Wave, Horizon Organic and Dean National Brand Group. We are currently in the process of consolidating these three operating units and expect the consolidation to be completed by early 2006.

      Prior to 2004, we had a Morningstar Foods division that manufactured, marketed and sold all of our nationally branded products except for our soy products, and also manufactured and sold private label dairy products. Approximately half of Morningstar Foods’ 2003 sales consisted of private label dairy products. In mid-2003, we began the process of reorganizing the operations of our Morningstar Foods division, as part of a company-wide effort to sharpen our focus on our branded products and to maximize our manufacturing efficiency. Effective January 1, 2004, we (1) shifted all of Morningstar Foods’ private label sales and all of its manufacturing operations to the Dairy Group, (2) formed the National Brand Group, and (3) transferred Morningstar Foods’ branded business to the National Brand Group. As a result of this reorganization, we implemented a new segment reporting structure effective January 1, 2004. All periods prior to 2004 have been restated to reflect our new segment reporting structure.

      The Dairy Group, which now manufactures a portion of the Branded Products Group’s products, transfers finished products to the Branded Products Group at or near cost. A small percentage of our Branded Products Group’s products (approximately $13.3 million and $6.3 million in the third quarter of 2004 and 2003, respectively, and approximately $35.6 million and $16.9 million in the first nine months of 2004 and 2003, respectively) are sold through the Dairy Group’s direct store delivery network. Those sales,

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together with their related costs, are included in the Branded Products Group for segment reporting purposes. Fixed assets, capital expenditures and depreciation related to the facilities that manufacture the Branded Products Group’s products (except for three plants which are owned and operated by White Wave) are reported as part of the Dairy Group, while intangibles and any associated amortization related to the Branded Products Group’s brands are reported as part of the Branded Products Group.

      Our Specialty Foods Group is the nation’s leading private label pickle processor, and one of the largest manufacturers and sellers of powdered non-dairy coffee creamers in the United States. The Specialty Foods Group also manufactures and sells a variety of specialty foods, such as powdered ingredients, aseptic sauces and nutritional beverages. On September 7, 2004 we announced our plan to exit the nutritional beverages business. We expect to cease nutritional beverages production by December 2004.

      Our International Group, which does not qualify as a reportable segment, manufactures, markets and sells private label and branded milk, butter, cream and cheese through its internal sales force to retailers and distributors across Spain and Portugal. Net sales, income and assets of the International Group are reflected in the charts below on the Corporate/ Other lines.

      We evaluate the performance of our segments based on operating profit or loss before gains and losses on the sale of assets, facility closing and reorganization costs and foreign exchange gains and losses. Therefore, the measure of segment profit or loss presented below is before such items.

      The accounting policies of our segments are the same as those described in the summary of significant accounting policies set forth in Note 1 to our 2003 Consolidated Financial Statements contained in our 2003 Annual Report on Form 10-K.

      The amounts in the following tables are obtained from reports used by our executive management team and do not include any allocated income taxes or management fees. There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization.

			Three Months Ended						Nine Months Ended
			September 30						September 30
			2004			2003			2004			2003
			(In thousands)
Net sales to external customers:
	Dairy Group		$	2,229,578		$	1,907,393		$	6,448,745		$	5,487,991
	Branded Products Group			303,166			174,985			854,075			500,907
	Specialty Foods Group			162,788			165,748			502,439			504,362
	Corporate/ Other			76,963			58,722			225,951			181,038
		Total	$	2,772,495		$	2,306,848		$	8,031,210		$	6,674,298
Intersegment sales:
	Dairy Group		$	16,178		$	7,293		$	40,304		$	18,937
	Branded Products Group			1,666			388			4,626			1,217
	Specialty Foods Group			603			1,819			2,907			8,733
		Total	$	18,447		$	9,500		$	47,837		$	28,887
Operating income:
	Dairy Group		$	148,263		$	165,062		$	440,979		$	479,165
	Branded Products Group			32,798			(1,120	)		66,356			10,480
	Specialty Foods Group			10,335			26,462			49,473			76,237
	Corporate/ Other			(27,107	)		(13,297	)		(63,520	)		(45,992	)
Segment operating income				164,289			177,107			493,288			519,890
	Facility closing and reorganization costs			20,919			2,118			28,625			3,453
	Gain on sale of operations			—			(65,892	)		(122	)		(65,892	)
		Total	$	143,370		$	240,881		$	464,785		$	582,329

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			September 30,		December 31,
			2004		2003
			(In thousands)
Assets:
	Dairy Group		$	5,319,932	$	5,207,262
	Branded Products Group			1,127,750		638,788
	Specialty Foods Group			629,003		635,321
	Corporate/ Other			552,523		511,165
		Total	$	7,629,208	$	6,992,536

Geographic Information

		Net Sales
		Three Months Ended				Nine Months Ended				Long-Lived Assets
		September 30				September 30
										September 30,		December 31,
		2004		2003		2004		2003		2004		2003
		(In thousands)
United States		$	2,683,133	$	2,248,126	$	7,769,359	$	6,493,260	$	5,807,279	$	5,429,202
Europe			89,362		58,722		261,851		181,038		226,041		162,453
	Total	$	2,772,495	$	2,306,848	$	8,031,210	$	6,674,298	$	6,033,320	$	5,591,655

      Significant Customers — Our Dairy Group, Branded Products Group and Specialty Foods Group segments each had one customer that represented greater than 10% of their sales in the first nine months of 2004. Approximately 12.6% of our consolidated sales in the first nine months of 2004 were to that same customer. In addition, our International Group had three customers that represented greater than 10% of their sales in the first nine months of 2004. Each of these customers represented less than 1% of our consolidated sales.

12. Subsequent Events

      Acquisition — On October 15, 2004 our Dairy Group acquired Milk Products of Alabama, a dairy manufacturer based in Decatur, Alabama, and a former subsidiary of Parmalat. Milk Products of Alabama had net sales of approximately $34 million in 2003. As a result of this acquisition, we have expanded our production capabilities in the Southeastern United States, allowing us to better serve our customers. Milk Products of Alabama’s results of operations will be included in our Dairy Group. We paid approximately $24.9 million for the purchase of Milk Products of Alabama, including costs of acquisition, and funded the purchase price with borrowings under our senior credit facility.

      Stock Repurchase — Between October 1 and November 5, 2004 we spent approximately $39.7 million to repurchase 1.33 million shares of our common stock for an average price of $29.72 per share, including commissions and fees. On November 2, 2004, our Board authorized a $100 million increase in our stock repurchase program. At November 5, 2004, approximately $118 million remained available under our stock repurchase authorization.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

      We are a leading food and beverage company. Our Dairy Group is the largest processor and distributor of milk and various other dairy products in the United States. Our Branded Products Group markets and sells a variety of well known dairy and dairy-related branded products including, for example: Silk soymilk; Horizon Organic dairy products and juices; International Delight coffee creamers; Marie’s refrigerated dips and dressings; and LAND O’LAKES fluid and cultured dairy products. Our Specialty Foods Group is the leading private label pickle processor in the United States and maker of a variety of other specialty food products. We also own the fourth largest dairy processor in Spain.

      Dairy Group — Our Dairy Group segment is our largest segment, with approximately 80% of our consolidated sales in the first nine months of 2004. Our Dairy Group manufactures, markets and distributes a wide variety of branded and private label “dairy case” products, such as milk, cream, ice cream, cultured dairy products and juices, to retailers, distributors, foodservice outlets, schools and governmental entities across the United States. The Dairy Group also manufactures a portion of the products marketed and sold by our Branded Products Group. Due to the perishable nature of the Dairy Group’s products, our Dairy Group delivers the majority of its products directly to its customers’ stores in refrigerated trucks that we own or lease. This form of delivery is called a “direct store delivery” or “DSD” system and we believe we have one of the most extensive refrigerated DSD systems in the United States.

      Branded Products Group — Our Branded Products Group segment develops, markets and sells a variety of value-added dairy and dairy-related products, such as Silk soymilk; Sun Soy soymilk; Silk cultured soy products; White Wave and Tofu Town branded tofu; Horizon Organic dairy products and juices; Rachel’s Organic dairy products (sold in the United Kingdom); International Delight coffee creamers; Hershey’s milks and milkshakes; LAND O’LAKES fluid and cultured products; Marie’s dips and dressings; and Dean’s dips. The Branded Products Group sells its products to a variety of customers, including grocery stores, club stores, natural foods stores, mass merchandisers, convenience stores and foodservice outlets. The Branded Products Group’s operations have historically been conducted through three distinct operating units, including White Wave, Horizon Organic and Dean National Brand Group. We are currently in the process of consolidating these three operating units and expect consolidation to be completed by early 2006.

      Prior to 2004, we had a Morningstar Foods division that manufactured, marketed and sold all of our nationally branded products except for our soy products, and also manufactured and sold private label dairy products. Approximately half of Morningstar Foods’ 2003 sales consisted of private label dairy products. In mid-2003, we began the process of reorganizing the operations of our Morningstar Foods division, as part of a company-wide effort to sharpen our focus on our branded products and to maximize our manufacturing efficiency. Effective January 1, 2004, we (1) shifted all of Morningstar Foods’ private label sales and all of its manufacturing operations to the Dairy Group, (2) formed the National Brand Group, and (3) transferred Morningstar Foods’ branded business to the National Brand Group. As a result of this reorganization, we implemented a new segment reporting structure effective January 1, 2004. All periods prior to 2004 have been restated to reflect our new segment reporting structure.

      Specialty Foods Group — Our Specialty Foods Group is the nation’s leading private label pickle processor, and one of the largest manufacturers and sellers of powdered non-dairy coffee creamers in the United States. The Specialty Foods Group also manufactures and sells a variety of specialty foods, such as powdered ingredients, aseptic sauces, and nutritional beverages. On September 7, 2004 we announced our plan to exit the nutritional beverages business. We expect to cease nutritional beverages production by December 2004.

      International Group — Our International Group, which does not qualify as a reportable segment, manufactures, markets and sells private label and branded milk, butter, cream and cheese through its internal sales force to retailers and distributors across Spain and Portugal.

      Key Performance Indicators — The key performance indicators that we use to evaluate the performance of our segments are sales volumes, gross profit (net sales less cost of sales) and segment

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operating income. Because we cannot predict the timing and amount of gains and losses on the sales of assets, facility closing and reorganization costs, and foreign exchange gains and losses, we do not consider these types of charges when evaluating the performance of our segments, when making decisions regarding the allocation of resources, or in determining incentive compensation for management. Therefore, gains and losses on the sale of assets, facility closing and reorganization costs and foreign exchange gains and losses are not reported in any of our operating segments.

Recent Developments

Acquisitions

      On October 15, 2004 our Dairy Group acquired Milk Products of Alabama, a dairy manufacturer based in Decatur, Alabama, and a former subsidiary of Parmalat. Milk Products of Alabama had net sales of approximately $34 million in 2003. As a result of this acquisition, we have expanded our production capabilities in the Southeastern United States, allowing us to better serve our customers. Milk Products of Alabama’s results of operations will be included in our Dairy Group. We paid approximately $24.9 million for the purchase of Milk Products of Alabama, including costs of acquisition, and funded the purchase price with borrowings under our senior credit facility.

      On May 31, 2004, Leche Celta, our Spanish subsidiary, acquired Tiger Foods, a dairy processing business with one plant located in Avila, Spain. Tiger Foods, which had net sales of approximately $29 million in 2003, manufactures and distributes branded and private label UHT milk and dairy-based drinks throughout Spain, with an emphasis in the southern and central regions. Tiger Foods’ operations complement our Spanish operations and we expect this acquisition to allow us to reduce our transportation costs for raw milk and finished products due to their geographic proximity to our raw milk suppliers and certain customers. We paid approximately $21.9 million for the purchase of the company, all of which was funded with borrowings under our senior credit facility.

      On April 5, 2004, our Branded Products Group acquired a soy processing and packaging plant located in Bridgeton, New Jersey. Prior to the acquisition, the previous owner of the plant co-packed Silk products for us at the plant. As a result of the acquisition, we have increased our in-house processing and packaging capabilities for our soy products, which should enable us to reduce costs. We paid approximately $25.5 million for the purchase of the plant, all of which was funded using borrowings under our senior credit facility.

      In 2002, we purchased a perpetual license to use the LAND O’LAKES brand on certain dairy products nationally, excluding cheese and butter. This perpetual license was subject, however, to a pre-existing sublicense entitling a competitor to manufacture and sell cream, sour cream and whipping cream in certain channels in the eastern United States. Effective March 31, 2004, we acquired that sublicense and certain customer relationships of the sublicensee (“LAND O’LAKES East”) for an aggregate purchase price of approximately $17 million, all of which was funded using borrowings under our senior credit facility. We now have the exclusive right to use the LAND O’LAKES brand on dairy products (other than cheese and butter) throughout the entire United States.

      On January 26, 2004, our Dairy Group acquired Ross Swiss Dairies, a dairy distributor based in Los Angeles, California, which had net sales of approximately $120 million in 2003. As a result of this acquisition, we have increased the distribution capability of our Dairy Group in southern California, allowing us to better serve our customers. Ross Swiss Dairies has historically purchased a significant portion of its products from other processors. Now the majority of products distributed by Ross Swiss Dairies are manufactured in our southern California plants. We paid approximately $21.8 million, including transaction costs, for the purchase of Ross Swiss Dairies and funded the purchase price with borrowings under our receivables-backed facility.

      On January 2, 2004, we completed the acquisition of the 87% of Horizon Organic that we did not already own. Horizon Organic had sales of over $200 million during 2003. We already owned approximately 13% of the outstanding common stock of Horizon Organic as a result of investments we made in 1998. All of Horizon Organic’s manufacturing has historically been done by third-party co-packers, including us. During 2003, we produced approximately 27% of Horizon Organic’s fluid dairy

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products. We also distributed Horizon Organic’s products in several parts of the country. Because organic foods are gaining popularity with consumers and because Horizon Organic’s products offer consumers an alternative to our Dairy Group’s traditional dairy products, we believe Horizon Organic is an important addition to our portfolio of brands. The aggregate purchase price for the 87% of Horizon Organic that we did not already own was approximately $287 million, including approximately $217 million of cash paid to Horizon Organic’s stockholders, the repayment of approximately $40 million of borrowings under Horizon Organic’s former credit facilities, and transaction expenses of approximately $9 million, all of which was funded using borrowings under our senior credit facility and our receivables-backed facility. In addition, each of the options to purchase Horizon Organic’s common stock outstanding on January 2, 2004 was converted into an option to purchase ..7301 shares of our stock, with an aggregate fair value of approximately $21 million. Beginning in the first quarter of 2004, Horizon Organic’s financial results are reported in our Branded Products Group segment.

Amendments to Credit Facility

      In August 2004, we amended our senior credit facility to (1) increase the size of our revolving credit facility from $1 billion to $1.5 billion, (2) increase the size of our term loan A from $850 million to $1.5 billion, (3) eliminate term loans B and C, and (4) modify the interest rate and payment terms. With the amendment, we lowered the interest margin on both the revolving credit facility and term loan to 0 to 62.5 basis points, depending on our credit ratings (as issued by Standard & Poor’s and Moody’s), for base rate borrowings, or 75 to 187.5 basis points, depending on our credit ratings (as issued by Standard & Poor’s and Moody’s), for LIBOR borrowings.

      When we amended our credit facility, we were required to write-off approximately $32.6 million of deferred financing costs that were incurred in connection with our credit facility prior to the amendment, which were being amortized over the previous terms of the revolving credit facility and term loans.

Facility Closings and Reorganization Activities

      As part of our continued reorganization and cost reduction efforts in our Dairy Group, we have closed or announced the closure of eight Dairy Group facilities in 2004. The facilities that have been closed or identified for closure are located in Lansing, Michigan; Wilkesboro, North Carolina; Madison, Wisconsin; Sulphur Springs, Texas; San Leandro and South Gate, California; Westwego, Louisiana and Pocatello, Idaho.

      In the third quarter of 2004, we announced our plans to reorganize our Branded Products Group, including consolidating the operations of the three distinct operating units included in this segment. We also closed the Horizon Organic Farm and Education Center near Annapolis, Maryland.

      On September 7, 2004, we announced our plan to exit the nutritional beverages business operated by our Specialty Foods Group segment, including the closure of a manufacturing facility in Benton Harbor, Michigan. In 2004 we experienced significant declines in volume on this product line and we believe these volumes cannot be replaced. We expect to cease nutritional beverages production by December 2004.

      We recorded a total of approximately $28.6 million in facility closing and reorganization costs during the nine months ended September 30, 2004, compared to $3.5 million in the nine months ended September 30, 2003. We have not yet finalized our rationalization and cost reduction plans for 2005. However, we do expect to close fewer plants in 2005 than we have in 2004.

Stock Buyback

      Between January 1, 2004 and November 5, 2004, we spent approximately $297 million, including commissions and fees, to repurchase 9.31 million shares of our common stock for an average price of $31.90 per share. We base our decisions regarding when to repurchase stock on a variety of factors, including an analysis of the optimal use of available capital, taking into account the market value of our stock, the relative expected return on alternative investments and the financial covenants in our credit facility. At November 5, 2004, approximately $118 million remained available under our stock repurchase authorization.

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Results of Operations

      The following table presents certain information concerning our results of operations, including information presented as a percentage of net sales.

			Three Months Ended September 30											Nine Months Ended September 30
			2004					2003						2004						2003
			Dollars		Percent			Dollars			Percent			Dollars			Percent			Dollars			Percent
			(Dollars in thousands)
Net sales			$	2,772,495		100.0	%	$	2,306,848			100.0	%	$	8,031,210			100.0	%	$	6,674,298			100.0	%
Cost of sales				2,127,682		76.7			1,713,311			74.3			6,135,754			76.4			4,908,375			73.5
Gross profit				644,813		23.3			593,537			25.7			1,895,456			23.6			1,765,923			26.5
Operating costs and expenses:
	Selling and distribution			387,789		14.0			339,296			14.7			1,131,429			14.0			1,009,479			15.1
	General and administrative			90,720		3.3			76,024			3.3			266,045			3.3			232,810			3.5
	Amortization of intangibles			2,015		0.1			1,110			0.1			4,694			0.1			3,744			0.1
	Facility closing and reorganization costs			20,919		0.7			2,118			0.1			28,625			0.4			3,453			0.1
Gain on sale of operations				—		—			(65,892	)		(2.9	)		(122	)		—			(65,892	)		(1.0	)
		Total operating expenses		501,443		18.1			352,656			15.3			1,430,671			17.8			1,183,594			17.8
Total operating income			$	143,370		5.2	%	$	240,881			10.4	%	$	464,785			5.8	%	$	582,329			8.7	%

Quarter Ended September 30, 2004 Compared to Quarter Ended September 30, 2003 — Consolidated Results

      Net Sales — Consolidated net sales increased approximately 20.2% to $2.77 billion during the third quarter of 2004 from $2.31 billion during the third quarter of 2003. Net sales by segment are shown in the table below.

		Quarter Ended September 30
						$ Increase/			% Increase/
		2004		2003		(Decrease)			(Decrease)
		(Dollars in thousands)
Dairy Group		$	2,229,578	$	1,907,393	$	322,185			16.9	%
Branded Products Group			303,166		174,985		128,181			73.3
Specialty Foods Group			162,788		165,748		(2,960	)		(1.8	)
Corporate/ Other			76,963		58,722		18,241			31.1
	Total	$	2,772,495	$	2,306,848	$	465,647			20.2	%

      The change in net sales was due to the following:

		Quarter Ended September 30, 2004 vs. Quarter Ended September 30, 2003
									Pricing, Volume
							Foreign		and Product			Total
		Acquisitions		Divestitures			Exchange		Mix Changes			Increase/(Decrease)
		(In millions)
Dairy Group		$	102.9	$	(4.4	)	$	—	$	223.7		$	322.2
Branded Products Group			73.6		(0.6	)		—		55.2			128.2
Specialty Foods Group			1.0		—			—		(4.0	)		(3.0	)
Corporate/ Other			7.3		—			5.6		5.3			18.2
	Total	$	184.8	$	(5.0	)	$	5.6	$	280.2		$	465.6

      Net sales for the third quarter of 2004 increased approximately $465.6 million compared to the third quarter of 2003 primarily due to higher selling prices resulting from the pass-through of increased raw milk costs and due to acquisitions. We acquired Kohler Mix Specialties and Ross Swiss Dairies in our Dairy

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Group segment; Horizon Organic and LAND O’LAKES East in our Branded Products Group segment; Cremora in our Specialty Foods Group segment; and Tiger Foods in our Corporate/ Other segment.

      See “— Results by Segment” for more information.

      Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales, such as raw material, ingredient and packaging costs; labor costs; plant and equipment costs, including costs to operate and maintain our coolers and freezers; and costs associated with transporting our finished products from our manufacturing facilities to our own distribution facilities. Our cost of sales ratio was 76.7% in the third quarter of 2004 compared to 74.3% in the third quarter of 2003 due almost entirely to increased raw material costs that affected all of our segments in 2004.

      Operating Costs and Expenses — Our operating expenses increased approximately $148.8 million, or approximately 42.2%, during the third quarter of 2004 as compared to the same period in the prior year. Operating expenses increased primarily due to:

•  Gain on the sale of our frozen pre-whipped topping business of $65.9 million that reduced operating expenses in the third quarter of 2003;

•  Acquisitions, which we estimate represented approximately $28 million of the increase;

•  Increase in net facility closing and reorganization costs of approximately $18.8 million;

•  Corporate overhead expenses that were approximately $10 million higher than last year, including higher professional and legal fees primarily related to the reorganization of our Branded Products Group, increased transactional activity and higher compliance fees; and

•  Higher fuel costs across all segments and increased volumes at the Branded Products Group, which added a combined total of approximately $7 million to distribution costs in the third quarter of 2004 compared to the prior year.

      Our operating expense ratio increased to 18.1% in the third quarter of 2004 compared to 15.3% during the third quarter of 2003.

      Operating Income — Operating income during the third quarter of 2004 was $143.4 million, a decrease of $97.5 million, or approximately 40.5%, from the third quarter of 2003 operating income of $240.9 million. Our operating margin in the third quarter of 2004 was 5.2% compared to 10.4% in the third quarter of 2003. Our operating income decreased primarily as a result of higher raw material costs, an $18.8 million increase in net facility closing and reorganization costs in 2004 and the sale of the frozen pre-whipped topping business in the third quarter of 2003, which resulted in a prior year gain of $65.9 million. Our operating margin decreased for the same reasons. See “— Results by Segment” for more information about raw material costs, and “— Recent Developments — Facility Closings and Reorganization Activities” for more information about facility closing and reorganization costs.

      Other (Income) Expense — Total other expense increased by $32.2 million in the third quarter of 2004 compared to the third quarter of 2003. Interest expense decreased to $43.2 million in the third quarter of 2004 as compared to $45.8 million in the third quarter of 2003. We recorded a charge of $32.6 million in the third quarter of 2004 to write-off deferred financing costs related to our senior credit facility amended in August 2004.

      Income Taxes — The effective income tax rate was 40.2% in the third quarter of 2004 compared to approximately 38% in the third quarter of 2003. Our effective tax rate will vary based on the relative earnings of our business units. The effective income tax rate was higher in the third quarter of 2004 as compared to the same period in the prior year primarily due to the tax effect of the write-off of deferred financing costs in August 2004 that were incurred in a business unit with a lower relative effective tax rate.

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Quarter Ended September 30, 2004 Compared to Quarter Ended September 30, 2003 — Results by Segment

          Dairy Group —

	Quarter Ended September 30
	2004					2003
	Dollars		Percent			Dollars		Percent
	(Dollars in thousands)
Net sales	$	2,229,578		100.0	%	$	1,907,393		100.0	%
Cost of sales		1,723,785		77.3			1,421,209		74.5
Gross profit		505,793		22.7			486,184		25.5
Operating costs and expenses		357,530		16.0			321,122		16.8
Total segment operating income	$	148,263		6.7	%	$	165,062		8.7	%

      The Dairy Group’s net sales increased by approximately $322.2 million, or 16.9%, in the third quarter of 2004 versus the third quarter of 2003. The change in net sales from the third quarter of 2003 to the third quarter of 2004 was due to the following:

		Dollars			Percent
		(Dollars in millions)
2003 Net sales		$	1,907.4
	Acquisitions		102.9			5.4	%
	Divestitures		(4.4	)		(0.2	)
	Volume		4.9			0.3
	Pricing and product mix		218.8			11.4
2004 Net sales		$	2,229.6			16.9	%

      The increase in the Dairy Group’s net sales primarily resulted from price increases. In general, we change the prices that we charge our customers for dairy products on a monthly basis, as the costs of our raw materials fluctuate. The increase in net sales due to price and product mix shown in the above table primarily results from higher raw milk costs in the third quarter of 2004 compared to the third quarter of 2003. The following table sets forth the average monthly Class I “mover” and average monthly Class II minimum prices for raw skim milk and butterfat (which are indicators of the prices we pay for raw milk and butterfat) for the third quarter of 2004 compared to the third quarter of 2003:

	Quarter Ended September 30*
	2004			2003			% Change
Class I raw skim milk mover(1)	$	8.82	(2)	$	7.50	(2)		17.6	%
Class I butterfat mover(1)		2.00	(3)		1.21	(3)		65.3
Class II raw skim milk minimum(4)		7.07	(2)		6.65	(2)		6.3
Class II butterfat minimum(4)		1.93	(3)		1.23	(3)		56.9

*	The prices noted in this table are not the prices that we actually pay. The minimum prices applicable at any given location for Class I raw skim milk or Class I butterfat are based on the Class I mover plus a location differential. Class II prices noted in the table are federal minimum prices, applicable at all locations. Our actual cost also includes producer premiums, procurement costs and other related charges that vary by location and vendor. Please see “Part I — Item 1. Business — Government Regulation — Milk Industry Regulation” in our Annual Report on Form 10-K for 2003, and “— Known Trends and Uncertainties — Prices of Raw Milk, Cream and Other Commodities” in this Quarterly Report for a more complete description of raw milk pricing.
(1)	We process Class I raw skim milk and butterfat into fluid milk products.
(2)	Prices are per hundredweight.
(3)	Prices are per pound.

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(4)  We process Class II raw skim milk and butterfat into products such as cottage cheese, creams and creamers, ice cream and sour cream.

      The other primary cause of the increase in the Dairy Group’s net sales was acquisitions. The Dairy Group acquired Kohler Mix Specialties in October 2003 and Ross Swiss Dairies in January 2004. We estimate acquisitions contributed a combined total of $102.9 million in sales during the third quarter of 2004.

      Volume sales of all products, net of the effect of acquisitions, increased approximately 0.3% in the third quarter of 2004 compared to the third quarter of 2003, through a combination of increased sales to existing customers and the addition of new customers.

      A small portion of these increases in sales was offset by decreases attributable to the divestiture in July 2003 of the private label frozen creamer and frozen pre-whipped topping operations.

      The Dairy Group’s cost of sales ratio increased to 77.3% in the third quarter of 2004 compared to 74.5% in the third quarter of 2003, almost entirely due to the increase in raw milk costs compared to the prior year. The average minimum price of Class I raw skim milk (as indicated by the Class I mover, described above) was 17.6% higher in the third quarter of 2004 compared to the third quarter of 2003.

      The Dairy Group’s operating expenses increased approximately $36.4 million during the third quarter of 2004 compared to the third quarter of 2003. The increase was primarily due to (1) acquisitions, which we estimate contributed approximately $14 million in operating costs, (2) an increase in fuel costs of approximately $4 million, and (3) an increase in insurance and other costs. Despite the increased operating expenses, the Dairy Group’s operating expense ratio decreased slightly to 16% in the third quarter of 2004 from 16.8% in the third quarter of 2003 due to the effect of increased sales.

Branded Products Group —

	Quarter Ended September 30
	2004					2003
	Dollars		Percent			Dollars			Percent
	(Dollars in thousands)
Net sales	$	303,166		100.0	%	$	174,985			100.0	%
Cost of sales		199,282		65.7			118,944			68.0
Gross profit		103,884		34.3			56,041			32.0
Operating costs and expenses		71,086		23.5			57,161			32.6
Total segment operating income (loss)	$	32,798		10.8	%	$	(1,120	)		(0.6	)%

      The Branded Products Group’s net sales increased by $128.2 million, or 73.3%, in the third quarter of 2004 versus the third quarter of 2003. The change in net sales from the third quarter of 2003 to the third quarter of 2004 was due to the following:

		Dollars			Percent
		(Dollars in millions)
2003 Net sales		$	175.0
	Acquisitions		73.6			42.0	%
	Divestitures		(0.6	)		(0.3	)
	Volume		24.1			13.8
	Pricing and product mix		31.1			17.8
2004 Net sales		$	303.2			73.3	%

      The most significant cause of the increase in sales was acquisitions, which contributed $73.6 million in sales. The Branded Products Group acquired Horizon Organic effective January 1, 2004 and LAND O’LAKES East effective March 31, 2004. See “— Recent Developments — Acquisitions.”

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      Higher selling prices were another cause of the increase in the Branded Product Group’s sales. The two primary drivers of this increase were increased pricing of our branded products driven by increased commodity costs, and a decline in slotting fees, couponing and certain other promotional costs that are required to be recorded as reductions of sales, as we shift our focus toward consumer-oriented advertising and marketing, which is recorded as operating expense.

      Another significant cause of the increase in sales was increased volume sales. Volume sales for the Branded Products Group increased approximately 13.8% in the third quarter of 2004 (net of the effects of acquisitions and divestitures) due to the success of our branded products, particularly Silk and International Delight. Silk volumes increased 21% and International Delight volumes increased 29% compared to the third quarter of 2003. We believe increased Silk volumes were due primarily to: (1) the introduction of new products with nutritional enhancements, new flavors and larger size offerings; (2) growth of the soymilk category in club, mass and natural foods channels; and (3) the positive effects of increased consumer advertising. We believe the increased demand for International Delight is due primarily to consumer acceptance of new packaging introduced in 2003 and new low-carb flavors introduced in 2004.

      These increases were offset slightly by the divestiture in July 2003 of the branded frozen pre-whipped topping and frozen creamer operations.

      Cost of sales increased approximately $80.4 million to $199.3 million in the third quarter of 2004 from $118.9 million in the third quarter of 2003. This increase was primarily due to the impact of higher raw material costs, particularly Class II butterfat and organic soybeans, and the addition of Horizon Organic, which has a higher cost of sales ratio. The average minimum price of Class II butterfat was 56.9% higher in the third quarter of 2004 than in the third quarter of 2003. Our average cost of organic soybeans was approximately 50% higher in the third quarter of 2004 than in the third quarter of 2003, primarily due to an increase in domestic organic soybean prices and the utilization of foreign grown organic soybeans, which have a higher price than domestic beans. The cost of sales ratio for the Branded Products Group decreased to 65.7% in the third quarter of 2004 from 68% in the third quarter of 2003 due to the effect of increased sales.

      Operating expenses increased approximately $14 million in the third quarter of 2004 compared to the same period in the prior year primarily due to acquisitions, which we estimate contributed approximately $14 million in costs, and increased volumes which caused distribution expenses to increase by approximately $4 million. These increases were offset by a decline of approximately $4.9 million related to the expiration of the White Wave management incentive plan entered into in connection with the White Wave acquisition and lower marketing spending, net of the effect of acquisitions, of approximately $3.1 million. The operating expense ratio decreased to 23.5% during the third quarter of 2004 from 32.6% during the third quarter of 2003 due to the effect of increased sales.

Specialty Foods Group —

	Quarter Ended September 30
	2004					2003
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	162,788		100.0	%	$	165,748		100.0	%
Cost of sales		134,428		82.6			122,937		74.2
Gross profit		28,360		17.4			42,811		25.8
Operating costs and expenses		18,025		11.1			16,349		9.8
Total segment operating income	$	10,335		6.3	%	$	26,462		16.0	%

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      The Specialty Foods Group’s net sales decreased by $3 million, or 1.8%, in the third quarter of 2004 versus the third quarter of 2003. The change in net sales from the third quarter of 2003 to the third quarter of 2004 was due to the following:

		Dollars			Percent
		(Dollars in millions)
2003 Net sales		$	165.7
	Acquisitions		1.0			0.6	%
	Volume		(4.9	)		(3.0)
	Pricing and product mix		1.0			0.6
2004 Net sales		$	162.8			(1.8	)%

      The net decrease in sales was primarily due to an overall decline in volumes in the nutritional beverages, pickle and aseptic product categories, partly offset by an increase in non-dairy coffee creamer sales (net of the effect of the acquisition of Cremora). The decrease in volumes was primarily due to decreased consumer demand for nutritional beverages and pickles. Nutritional beverage sales declined approximately $6.5 million during the third quarter of 2004 compared to the same period in the prior year. During the third quarter, we announced our plan to exit our nutritional beverages business as a result of these significant volume declines during 2004 because we believe these volumes cannot be replaced. The increase in non-dairy coffee creamer sales was primarily due to increased volume with existing customers.

      Despite a decrease in sales, the Specialty Foods Group’s cost of sales increased by approximately $11.5 million, and its cost of sales ratio increased to 82.6% in the third quarter of 2004 versus 74.2% in the third quarter of 2003. This increase was due to substantially higher commodity costs, particularly soybean oil and casein. In addition, we wrote off approximately $3.3 million of excess nutritional beverages inventory.

      Operating expenses for the Specialty Foods Group increased $1.7 million and the operating expense ratio increased to 11.1% in the third quarter of 2004 as compared to 9.8% in the third quarter of 2003. The increase in operating expenses was primarily due to an increase in distribution expenses related to higher fuel costs. In addition, we wrote off approximately $1.2 million of accounts receivable from a nutritional beverages customer.

First Nine Months of 2004 Compared to the First Nine Months of 2003 — Consolidated Results

      Net Sales — Consolidated net sales increased approximately 20.3% to $8.03 billion during the first nine months of 2004 from $6.67 billion during the first nine months of 2003. Net sales by segment are shown in the table below.

		Nine Months Ended September 30
						$ Increase/			% Increase/
		2004		2003		(Decrease)			(Decrease)
		(In thousands)
Dairy Group		$	6,448,745	$	5,487,991	$	960,754			17.5	%
Branded Products Group			854,075		500,907		353,168			70.5
Specialty Foods Group			502,439		504,362		(1,923	)		(0.4	)
Corporate/ Other			225,951		181,038		44,913			24.8
	Total	$	8,031,210	$	6,674,298	$	1,356,912			20.3	%

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      The change in net sales was due to the following:

		Nine Months Ended September 30, 2004 vs.
		Nine Months Ended September 30, 2003
									Pricing, Volume
							Foreign		and Product			Total
		Acquisitions		Divestitures			Exchange		Mix Changes			Increase
		(In millions)
Dairy Group		$	341.6	$	(26.2	)	$	—	$	645.4		$	960.8
Branded Products Group			200.0		(4.0	)		—		157.2			353.2
Specialty Foods Group			4.9		—			—		(6.8	)		(1.9	)
Corporate/ Other			10.5		—			20.8		13.5			44.8
	Total	$	557.0	$	(30.2	)	$	20.8	$	809.3		$	1,356.9

      Net sales for the first nine months of 2004 increased approximately $1.36 billion, or approximately 20.3%, compared to the same period in the prior year primarily due to higher selling prices resulting from the pass-through of increased raw milk costs and due to acquisitions. We acquired Kohler Mix Specialties, Ross Swiss Dairies and Melody Farms in our Dairy Group segment; Horizon Organic and LAND O’LAKES East in our Branded Products Group segment; Cremora in our Specialty Foods Group segment and Tiger Foods in our Corporate/ Other segment.

      See “— Results by Segment” for more information.

      Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales, such as raw material, ingredient and packaging costs; labor costs; plant and equipment costs, including costs to operate and maintain our coolers and freezers; and costs associated with transporting our finished products from our manufacturing facilities to our own distribution facilities. Our cost of sales ratio was 76.4% in the first nine months of 2004 compared to 73.5% in the first nine months of 2003 due almost entirely to increased raw material costs that affected all of our segments in 2004.

      Operating Costs and Expenses — Our operating expenses increased approximately $247.1 million, or approximately 20.9%, during the first nine months of 2004 as compared to the same period in the prior year. Operating expenses increased primarily due to the following:

•  Acquisitions, which we estimate represented approximately $92 million of the increase;

•  Gain on sale of our frozen pre-whipped topping business of $65.9 million that reduced operating expenses in 2003;

•  Net facility closing and reorganization costs that were approximately $25.2 million higher;

•  Corporate overhead expenses that were approximately $14 million higher than last year, including higher professional fees and legal fees primarily related to the reorganization of our Branded Products Group, increased transactional activity and higher compliance fees; and

•  Higher fuel costs across all segments and increased volumes at the Branded Products Group, which added a combined total of approximately $14 million to distribution costs in the first nine months of 2004 compared to last year.

      Our operating expense ratio remained consistent at 17.8% for the first nine months of 2004 as compared to the first nine months of 2003.

      Operating Income — Operating income during the first nine months of 2004 was $464.8 million, a decrease of $117.5 million, or approximately 20.2%, from the first nine months of 2003 operating income of $582.3 million. Our operating margin in the first nine months of 2004 was 5.8% compared to 8.7% in the first nine months of 2003. Our operating margin decreased primarily as a result of higher raw material costs and the effect of increased sales. See “— Results by Segment” for more information.

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      Other (Income) Expense — Total other expense increased by $12.8 million in the first nine months of 2004 compared to the first nine months of 2003. Interest expense decreased to $129.8 million in the first nine months of 2004 from $137 million in the first nine months of 2003. This decrease was the result of lower interest rates in the first nine months of 2004 compared to the same period in the prior year. Our convertible preferred securities were converted into common stock in the second quarter of 2003. Financing charges on preferred securities were $14.2 million in the first nine months of 2003. We also recorded a charge of $32.6 million in the third quarter of 2004 to write-off the deferred financing costs related to our senior credit facility amended in August 2004.

      Income Taxes — The effective income tax rate was 38.6% in the first nine months of 2004 compared to 38% in the first nine months of 2003. Our effective tax rate will vary based on the relative earnings of our business units. The effective income tax rate was higher in the first nine months of 2004 as compared to the same period in the prior year primarily due to the tax effect of the write-off of deferred financing costs in August 2004 that were incurred in a business unit with a lower relative effective tax rate.

First Nine Months of 2004 Compared to the First Nine Months of 2003 — Results by Segment

Dairy Group —

	Nine Months Ended September 30
	2004					2003
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	6,448,745		100.0	%	$	5,487,991		100.0	%
Cost of sales		4,965,949		77.0			4,051,000		73.8
Gross profit		1,482,796		23.0			1,436,991		26.2
Operating costs and expenses		1,041,817		16.2			957,826		17.5
Total segment operating income	$	440,979		6.8	%	$	479,165		8.7	%

      The Dairy Group’s net sales increased by approximately $960.8 million, or 17.5%, in the first nine months of 2004 versus the first nine months of 2003. The change in net sales from the first nine months of 2003 to the first nine months of 2004 was due to the following:

		Dollars			Percent
		(Dollars in millions)
2003 Net sales		$	5,488.0
	Acquisitions		341.6			6.2	%
	Divestitures		(26.2	)		(0.4	)
	Volume		(15.6	)		(0.3	)
	Pricing and product mix		660.9			12.0
2004 Net sales		$	6,448.7			17.5	%

      The increase in the Dairy Group’s net sales primarily resulted from price increases. In general, we change the prices that we charge our customers for dairy products on a monthly basis, as the costs of our raw materials fluctuate. The increase in net sales due to price and product mix shown in the above table primarily results from higher raw milk costs in the first nine months of 2004 compared to the first nine months of 2003. The following table sets forth the average monthly Class I “mover” and average monthly

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Class II minimum prices for raw skim milk and butterfat for the first nine months of 2004 compared to the first nine months of 2003:

	Nine Months Ended
	September 30*
	2004			2003			% Change
Class I raw skim milk mover(1)	$	8.54	(2)	$	6.57	(2)		30.0	%
Class I butterfat mover(1)		1.97	(3)		1.18	(3)		67.0
Class II raw skim milk minimum(4)		6.83	(2)		6.76	(2)		1.0
Class II butterfat minimum(4)		2.08	(3)		1.19	(3)		74.8

*	The prices noted in this table are not the prices that we actually pay. The minimum prices applicable at any given location for Class I raw skim milk or Class I butterfat are based on the Class I mover plus a location differential. Class II prices noted in the table are federal minimum prices, applicable at all locations. Our actual cost also includes producer premiums, procurement costs and other related charges that vary by location and vendor. Please see “Part I — Item 1. Business — Government Regulation — Milk Industry Regulation” in our Annual Report on Form 10-K for 2003, and “— Known Trends and Uncertainties — Prices of Raw Milk, Cream and Other Commodities” in this Quarterly Report for a more complete description of raw milk pricing.
(1)	We process Class I raw skim milk and butterfat into fluid milk products.
(2)	Prices are per hundredweight.
(3)	Prices are per pound.
(4)	We process Class II raw skim milk and butterfat into products such as cottage cheese, creams and creamers, ice cream and sour cream.

      The other cause of the increase in the Dairy Group’s net sales was acquisitions. The Dairy Group acquired Kohler Mix Specialties in October 2003, Ross Swiss Dairies in January 2004, and Melody Farms in June 2003, which we estimate contributed a combined total of $341.6 million in sales during the first nine months of 2004.

      A small portion of these increases in sales was offset by decreases attributable to the divestiture in July 2003 of the private label frozen creamer and frozen pre-whipped topping operations, and by volume declines. Volume sales of all products, net of the effect of acquisitions, fell approximately 0.3% in the first nine months of 2004 compared to the first nine months of 2003 which we believe was primarily due to decreased demand.

      The Dairy Group’s cost of sales ratio was substantially higher in the first nine months of 2004 at 77% compared to 73.8% for the first nine months of 2003 primarily due to the increase in raw milk costs compared to the prior year. The average minimum price of Class I raw skim milk (as indicated by the Class I mover, described above) was 30% higher in the third quarter of 2004 than in the third quarter of 2003.

      The Dairy Group’s operating expenses increased approximately $84 million during the first nine months of 2004 compared to the first nine months of 2003 primarily due to (1) acquisitions, which we estimate contributed approximately $52 million in operating costs; (2) higher distribution expenses of approximately $7 million related to the addition of certain large customers who require more frequent deliveries, and to an increase in fuel costs, and (3) an increase in insurance and other costs. The Dairy Group’s operating expense ratio decreased to 16.2% in the first nine months of 2004 from 17.5% in the first nine months of 2003 due to the effect of increased sales.

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Branded Products Group —

	Nine Months Ended September 30
	2004					2003
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	854,075		100.0	%	$	500,907		100.0	%
Cost of sales		574,305		67.2			329,467		65.8
Gross profit		279,770		32.8			171,440		34.2
Operating costs and expenses		213,414		25.0			160,960		32.1
Total segment operating income	$	66,356		7.8	%	$	10,480		2.1	%

      The Branded Products Group’s net sales increased by $353.2 million, or 70.5%, in the first nine months of 2004 versus the first nine months of 2003. The change in net sales from the first nine months of 2003 compared to the first nine months of 2004 was due to the following:

		Dollars			Percent
		(Dollars in millions)
2003 Net sales		$	500.9
	Acquisitions		200.0			39.9	%
	Divestitures		(4.0	)		(0.8	)
	Volume		79.4			15.9
	Pricing and product mix		77.8			15.5
2004 Net sales		$	854.1			70.5	%

      The most significant cause of the increase in the Branded Products Group’s sales was acquisitions. The Branded Products Group acquired Horizon Organic effective January 1, 2004 and LAND O’LAKES East effective March 31, 2004.

      Another significant cause of the increase in sales was increased volumes. Volume sales for the Branded Products Group increased approximately 15.9% in the first nine months of 2004 (net of the effects of acquisitions and divestitures) due to the success of our brands, particularly Silk and International Delight. Silk volumes increased 28% and International Delight volumes increased 22% compared to the first nine months of 2003. We believe increased Silk volumes were due primarily to: (1) the introduction of new products with nutritional enhancements, new flavors and larger size offerings; (2) growth of the soymilk category in club, mass and natural foods channels; and (3) the positive effects of increased consumer advertising. We believe the increased demand for International Delight is due primarily to consumer acceptance of new packaging introduced in 2003 and new low-carb flavors introduced in 2004.

      Higher selling prices also contributed to the increase in sales. The two primary drivers of this increase were increased pricing in response to increased commodity costs and a decline in slotting fees, couponing and certain other promotional costs that are required to be recorded as reductions of revenue, as we shift our focus toward consumer-oriented advertising and marketing, which is recorded as operating expense.

      These increases were offset slightly by the divestiture in July 2003 of the branded frozen pre-whipped topping and frozen creamer operations.

      The cost of sales ratio for the Branded Products Group increased to 67.2% in the first nine months of 2004 from 65.8% in the first nine months of 2003 primarily due to the impact of higher raw material costs, particularly Class II butterfat and organic soybeans, and the addition of Horizon Organic, which has a higher cost of sales ratio. The average minimum price of Class II butterfat was 74.8% higher in the first nine months of 2004 than in the first nine months of 2003. Our average cost of organic soybeans was approximately 40% higher in the first nine months of 2004 than in the first nine months of 2003 primarily due to an increase in domestic organic soybean prices and the utilization of foreign grown organic soybeans, which have a higher price than domestic beans.

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      Operating expenses increased approximately $52.5 million in the first nine months of 2004 compared to the prior year primarily due to acquisitions, which we estimate contributed approximately $40 million in costs, and to an approximately $10.9 million increase in marketing spending at the National Brand Group and White Wave. Increased volumes also contributed approximately $7 million to distribution expenses. These increases were somewhat offset by a decline of approximately $10.5 million related to the expiration of the White Wave management incentive plan. The operating expense ratio decreased to 25% during the first nine months of 2004 from 32.1% during the same period of the prior year primarily due to the relative increase in operating expense dollars compared to the increase in sales dollars.

Specialty Foods Group —

	Nine Months Ended September 30
	2004					2003
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	502,439		100.0	%	$	504,362		100.0	%
Cost of sales		398,636		79.3			376,512		74.7
Gross profit		103,803		20.7			127,850		25.3
Operating costs and expenses		54,330		10.8			51,613		10.2
Total segment operating income	$	49,473		9.9	%	$	76,237		15.1	%

      The Specialty Foods Group’s net sales decreased by $1.9 million, or 0.4%, in the first nine months of 2004 versus the first nine months of 2003. The change in net sales from the first nine months of 2003 to the first nine months of 2004 was due to the following:

		Dollars			Percent
		(Dollars in millions)
2003 Net sales		$	504.4
	Acquisitions		4.9			1.0	%
	Volume		(5.4	)		(1.1	)
	Pricing and product mix		(1.5	)		(0.3	)
2004 Net sales		$	502.4			(0.4	)%

      The net decrease in sales was primarily due to an overall decline in volumes in the nutritional beverages, pickle and aseptic product categories. This decline was primarily due to decreased consumer demand for nutritional beverages and pickles and an increase in promotional spending (which is required to be recorded as a reduction of revenue) in response to competition. Nutritional beverages sales declined approximately $9 million. During the third quarter, we announced our plan to exit our nutritional beverages business as a result of these significant volume declines during 2004 because we believe these volumes cannot be replaced.

      These decreases were partly offset by an increase in non-dairy coffee creamer sales (net of the effect of the acquisition of Cremora) due to increased sales to existing customers and higher pricing.

      Sales also increased slightly due to the acquisition of Cremora in December 2003.

      The Specialty Foods Group’s cost of sales ratio increased to 79.3% for the first nine months of 2004 from 74.7% for the first nine months of 2003, primarily due to substantially higher commodity costs, particularly soybean oil, casein and cheese, as well as increases in glass and other packaging costs.

      Operating expenses for the Specialty Foods Group increased approximately $3.7 million primarily related to increased distribution expenses as a result of higher fuel costs.

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Liquidity and Capital Resources

Historical Cash Flow

      During the first nine months of 2004, we met our working capital needs with cash flow from operations.

      Net cash provided by operating activities was $267.4 million for the first nine months of 2004 compared to $338.1 million for the same period in 2003, a decrease of $70.7 million. Net cash provided by operating activities was primarily impacted by changes in operating assets and liabilities, which used $272.1 million of cash in the first nine months of 2004. The largest uses of cash were accounts receivable and inventory, which used $41.1 million and $89.6 million of cash, respectively, in the nine months ended September 30, 2004. These increases occurred primarily as a result of higher raw materials costs, which increase the cost of our inventory and increase our receivables as we pass through most of the higher prices to our customers. Income taxes payable decreased due to the timing of estimated tax payments made in 2004. In addition, we recorded an income tax receivable for a tax refund we received in the fourth quarter of 2004.

      Net cash used in investing activities was $622.4 million in the first nine months of 2004 compared to $160.7 million in the first nine months of 2003, an increase of $461.7 million. We used approximately $367 million for acquisitions and approximately $264.9 million for capital expenditures during the first nine months of 2004.

      We received a net amount of $523.8 million from borrowings in the first nine months of 2004. We spent approximately $257.3 million, including commissions and fees, to repurchase 7.98 million shares of our common stock during the first nine months of 2004. We received approximately $62 million from the exercise of stock options.

Current Debt Obligations

      At September 30, 2004, we had outstanding borrowings of $2.14 billion under our senior credit facility (compared to $1.78 billion at December 31, 2003), including $1.5 billion in term loan borrowings, and $640.9 million outstanding under the revolving credit facility. In addition, at September 30, 2004, there were $101.2 million of letters of credit under the revolver that were issued but undrawn. We are currently, and have always been, in compliance with all covenants contained in our credit agreement.

      In addition to our senior credit facility, we also have a $500 million receivables-backed credit facility, which had $471 million outstanding at September 30, 2004 (compared to $302.5 million at December 31, 2003).

      Our outstanding borrowings under the senior credit facility and receivables-backed credit facility increased primarily to fund our acquisitions and share repurchases.

      Other indebtedness outstanding at September 30, 2004 included $700 million face value of outstanding indebtedness under senior notes issued by a subsidiary, a $24.6 million line of credit at our Spanish subsidiary and approximately $26.4 million face value of capital lease and other obligations.

      See Note 5 to our Condensed Consolidated Financial Statements.

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      The table below summarizes our obligations for indebtedness and lease obligations at September 30, 2004.

				Payments Due by Period
Indebtedness & Lease				10/01/04-		10/01/05-		10/01/06-		10/01/07-		10/01/08-
Obligations		Total		09/30/05		09/30/06		09/30/07		09/30/08		09/30/09		Thereafter
								(In thousands)
Senior credit facility		$	2,140,897	$	—	$	—	$	225,000	$	225,000	$	1,690,897	$	—
Senior notes(1)			700,000		100,000		—		250,000		—		—		350,000
Receivables-backed facility			471,000		—		—		471,000		—		—		—
Foreign line of credit			24,603		24,603		—		—		—		—		—
Capital lease obligations and other(1)			26,411		11,083		9,832		3,556		1,454		370		116
Purchasing obligations			337,996		253,820		52,912		13,804		8,447		6,612		2,401
Operating leases			472,091		98,582		81,020		66,643		55,647		48,407		121,792
Interest payments(2)			360,106		105,142		73,958		47,936		23,600		23,600		85,870
	Total	$	4,533,104	$	593,230	$	217,722	$	1,077,939	$	314,148	$	1,769,886	$	560,179

(1)	Represents face value.
(2)	Only includes our fixed rate interest obligations, which consist of our senior notes and our interest rate swap agreements.

Other Long-Term Liabilities

      We offer pension benefits through various defined benefit pension plans and also offer certain health care and life insurance benefits to eligible employees and their eligible dependents upon the retirement of such employees. Reported costs of providing non-contributory defined pension benefits and other postretirement benefits are dependent upon numerous factors, assumptions and estimates.

      For example, these costs are impacted by actual employee demographics (including age, compensation levels and employment periods), the level of contributions made to the plan and earnings on plan assets. Our pension plan assets are primarily made up of equity and fixed income investments. Changes made to the provisions of the plan may also impact current and future pension costs. Fluctuations in actual equity market returns as well as changes in general interest rates may result in increased or decreased pension costs in future periods. Pension costs may also be significantly affected by changes in key actuarial assumptions, including anticipated rates of return on plan assets and the discount rates used in determining the projected benefit obligation and pension costs.

      We expect to contribute approximately $39.5 million to the pension plans and approximately $2.8 million to the postretirement health plans in 2004.

Other Commitments and Contingencies

      On December 21, 2001, in connection with our acquisition of the former Dean Foods, we issued a contingent, subordinated promissory note to Dairy Farmers of America (“DFA”) in the original principal amount of $40 million. DFA is our primary supplier of raw milk, and the promissory note is designed to ensure that DFA has the opportunity to continue to supply raw milk to certain of our plants until 2021, or be paid for the loss of that business. The promissory note has a 20-year term and bears interest based on the consumer price index. Interest will not be paid in cash, but will be added to the principal amount of the note annually, up to a maximum principal amount of $96 million. We may prepay the note in whole or in part at any time, without penalty. The note will only become payable if we ever materially breach or terminate one of our milk supply agreements with DFA without renewal or replacement. Otherwise, the note will expire in 2021, without any obligation to pay any portion of the principal or interest. Payments we make under this note, if any, will be expensed as incurred. In addition, one of our milk supply agreements with DFA would require us to pay damages to DFA if we fail to offer DFA the right to supply milk to certain plants that we acquired as part of the former Dean Foods after the pre-existing agreements with other suppliers or producers expire.

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      We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party carriers with high deductible limits. In other areas, we are self-insured with stop-loss coverages. These deductibles range from $350,000 for medical claims to $2 million for casualty claims. We believe we have established adequate reserves to cover these claims.

      We also have contingent liabilities related to litigation and audits and certain indemnification obligations related to businesses that we have divested. See Note 10 to our Condensed Consolidated Financial Statements for more information about our commitments and contingent obligations.

Future Capital Requirements

      In the first nine months of 2004, we spent approximately $265 million on capital expenditures. For 2004, we intend to invest between $300 and $350 million in capital expenditures primarily for our existing manufacturing facilities and distribution capabilities. We intend to fund these expenditures using cash flow from operations. In 2005 we expect to spend approximately $300 to $350 million in capital expenditures, which we expect to be more heavily weighted toward increasing our production capabilities within our Branded Products Group.

      For 2004, we expect cash interest to be approximately $162 million based on anticipated debt levels and cash taxes to be approximately $31 million.

      We expect that cash flow from operations will be sufficient to meet our requirements for our existing businesses for the foreseeable future. If necessary, we believe that we have the ability to secure additional debt or equity financing for our future capital acquisitions, stock repurchases or other requirements and we will explore those alternatives as appropriate.

Known Trends and Uncertainties

Prices of Raw Milk, Cream and Other Commodities

      We were adversely affected by rising and, in some cases, volatile input costs during the first nine months of 2004, and we expect our financial results to continue to be adversely affected by high input costs for the remainder of the year and into 2005.

      Dairy Group — The primary raw material used in our Dairy Group is raw milk (which contains both raw skim milk and butterfat). The federal government and certain state governments set minimum prices for raw milk, and those prices change on a monthly basis. The regulated minimum prices differ based on how the raw milk is utilized. Raw milk processed into fluid dairy products is priced at the Class I price, and raw milk processed into products such as cottage cheese, creams and creamers, ice cream and sour cream is priced at the Class II price. Generally, we pay the federal minimum prices for raw milk, plus certain producer premiums (or “over-order” premiums) and location differentials. We also incur other raw milk procurement costs in some locations (such as hauling, field personnel, etc.). A change in the federal minimum price does not necessarily mean an identical change in our total raw milk costs, as over-order premiums may increase or decrease. This relationship is different in every region of the country, and sometimes within a region based on supplier arrangements. However, in general, the overall change in our raw milk costs can be linked to the change in federal minimum prices.

      In general, our Dairy Group changes the prices that it charges for dairy products on a monthly basis, as the costs of raw milk and other materials fluctuate. Prices for some Class II products are not changed on a monthly basis, but are changed from time to time as circumstances warrant. There can be a lag between the time of a raw material cost increase or decrease and the effectiveness of a corresponding price change to our customers, especially in the case of Class II butterfat because Class II butterfat prices for each month are not announced by the government until after the end of that month. Also, in some cases we are competitively or contractually constrained with the means and timing of implementing price changes. These factors can cause volatility in our earnings. Our sales and operating profit margin fluctuate with the price of our raw materials and other inputs.

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      In the first nine months of 2004, our Dairy Group was adversely affected by extreme volatility in the prices of raw skim milk and butterfat. Currently, prices have stabilized somewhat (although still at a relatively high level) and we expect them to remain at or near current levels into 2005, which would result in an average expense in 2005 that would be slightly lower than in 2004. Of course raw milk prices are difficult to predict and we change our forecasts frequently based on current market activity. If raw milk prices do not remain at or near current levels throughout the fourth quarter and into 2005, we may not be able to achieve our targeted profitability goals. If raw milk prices do remain at or near current levels throughout 2005, we would expect our sales for 2005 to be less than in 2004 because, in general, we change the prices of our products to reflect changes in raw material prices.

      Because our Class II products typically have a higher fat content than that contained in raw milk, we also purchase bulk cream for use in some of our Class II products. Bulk cream is typically purchased based on a multiple of the AA butter price on the Chicago Mercantile Exchange. The prices of AA butter started rising by moderate amounts in late 2003, and then increased significantly during the first nine months of 2004. They remain high and we currently anticipate that these costs will remain high throughout 2004 and into 2005. Of course, like raw milk prices, bulk cream prices are difficult to predict and we change our forecasts frequently based on current market activity. We try to change our prices based on changes in the price of bulk cream, but sometimes we are competitively or contractually constrained. Therefore, increases in bulk cream prices can have an adverse effect on our results of operations.

      Prices for resin, which is used in plastic milk bottles, are also extremely high and are expected to remain high for the foreseeable future. Finally, the Dairy Group uses a great deal of diesel fuel in its direct store delivery system, and diesel fuel prices are currently very high and expected to remain high for the foreseeable future. High fuel and resin costs can adversely affect the Dairy Group’s profitability.

      Specialty Foods Group — Many of the raw materials used by our Specialty Foods Group also rose to unusually high levels during the first nine months of 2004, including soybean oil, casein, cheese and packaging materials. High fuel costs are also having a negative impact on the Specialty Foods Group’s results. Prices for many of these raw materials and packaging materials used by the Specialty Foods Group are expected to remain high for the foreseeable future. For competitive reasons, the Specialty Foods Group is not able to pass along increases in raw material and other input costs as quickly as the Dairy Group. Therefore, the current raw material environment is expected to significantly adversely affect the Specialty Foods Group’s financial results for the remainder of 2004 and into 2005.

Competitive Environment

      There has been significant consolidation in the retail grocery industry in recent years, and this trend is continuing. As our customer base consolidates, we expect competition to intensify as we compete for the business of fewer customers. There can be no assurance that we will be able to keep our existing customers, or gain new customers. There are several large regional grocery chains that have captive dairy operations. As the consolidation of the grocery industry continues, we could lose sales if any one or more of our existing customers were to be sold to a chain with captive dairy operations.

      Many of our retail customers have become increasingly price sensitive in the current intensely competitive environment. Over the past few years, we have been subject to a number of competitive bidding situations in our Dairy Group and Specialty Foods Group segments, which has resulted in margin erosion on sales to several customers, including some large customers. We expect this trend to continue. In bidding situations we are subject to the risk of losing certain customers altogether. Loss of any of our largest customers could have a material adverse impact on our financial results. We do not have contracts with many of our largest customers, and most of the contracts that we do have are generally terminable at will by the customer.

      Both the difficult economic environment and the increased competitive environment at the retail level have caused competition to become increasingly intense at the processor level. We expect this trend to continue for the foreseeable future.

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Tax Rate

      Our 2003 tax rate was approximately 38%. Primarily as a result of the impact of the write-off of the deferred financing costs in August 2004, we have estimated the effective tax for 2004 to be approximately 38.4%. Changes in the relative profitability of our operating segments, as well as recent and proposed changes to federal and state tax codes may cause the rate to change from historical rates.

      See “— Risk Factors” for a description of various other risks and uncertainties concerning our business.

Seasonality

      In general, demand for our products tends to be higher in the fourth quarter.

Risk Factors

      This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Statements that are not historical in nature are forward-looking statements about our future that are not statements of historical fact. Most of these statements are found in this report under the following subheadings: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk.” In some cases, you can identify these statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “seek to,” “anticipates,” “plans,” “believes,” “estimates,” “intends,” “predicts,” “projects,” “potential” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions, and in evaluating those statements, you should carefully consider the information above, including in “— Known Trends and Uncertainties,” as well as the risks outlined below. Actual performance or results may differ materially and adversely.

Reorganization of our Branded Products Group Segment Could Temporarily Adversely Affect the Performance of the Segment

      We are in the process of consolidating the three operating units that currently comprise our Branded Products Group segment into a single business. As part of this process, we intend to develop a single national sales force for the segment, and to consolidate certain administrative, purchasing, manufacturing, marketing and distribution functions. We expect the consolidation to be complete by early 2006. These changes present a number of challenges and are requiring a significant amount of management’s attention. Our failure to successfully manage this process could cause us to incur unexpected costs or to lose customers or sales.

Recent Financial Difficulty at Specialty Foods Group Segment Could Continue Longer Than We Expect

      Our Specialty Foods Group segment has experienced financial difficulty during 2004 due primarily to rising input costs and to a decline in demand for Specialty Foods’ line of nutritional beverages. Specialty Foods Group’s pickle business also was adversely affected by inclement weather conditions during the summer of 2004. We have made the decision to exit the nutritional beverages business by the end of 2004. Also, the former President of the Specialty Foods Group segment returned in late October. With these changes and certain other changes we are implementing at the Specialty Foods Group, it is our goal to return the Specialty Foods Group segment to its historical levels of profitability. However, there can be no assurance as to how long it will take to return the Specialty Foods Group to its historical levels of profitability, if ever. Many factors are beyond our control, such as the costs of raw materials and packaging supplies and competitive pressures that limit our ability to raise prices in reaction to increased input costs.

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Recent Successes of Our Products Could Attract Increased Competitive Activity, Which Could Impede Our Growth Rate and Cost Us Sales, and, in the Case of Organic Products, Put Pressure on the Availability of Raw Materials

      Our Silk soymilk and Horizon Organic organic food and beverage products have leading market shares in their categories and have benefited in many cases from being the first to introduce products in their categories. As soy and organic products continue to gain in popularity with consumers, we expect our products in these categories to continue to attract competitors. Many large food and beverage companies have substantially more resources than we do and they may be able to market their soy and organic products more successfully than us, which could cause our growth rate in these categories to be slower than our forecast and could cause us to lose sales. The increase in popularity of soy and organic milks is also attracting private label competitors who sell their products at a lower price. The success of private label brands could adversely our sales and profitability. Finally, there is a limited supply of organic raw materials in the United States, including especially organic soybeans and organic raw milk. New entrants into our markets can reduce available supply and drive up costs. Even without new entrants, our own rapid growth can put pressure on the availability and price of organic raw materials.

      Our International Delight coffee creamer competes intensely with Nestlé’s CoffeeMate business, and our Hershey’s milks and milkshakes compete intensely with Nestlé’s Nesquik. Nestle has significantly greater resources than we do, which allows them to promote their products more aggressively. Our failure to successfully compete with Nestle could have a material adverse effect on the sales and profitability of our International Delight and/or our Hershey’s businesses.

Loss of Rights to Any of Our Licensed Brands Could Adversely Affect Our Sales and Profits

      We sell certain of our products under licensed brand names such as Hershey’s, Borden®, Pet®, Folgers, LAND O’LAKES and others. In some cases, we have invested, and intend to continue to invest, significant capital in product development and marketing and advertising related to these licensed brands. Should our rights to manufacture and sell products under any of these names be terminated for any reason, our financial performance and results of operations could be materially and adversely affected.

We Have Substantial Debt and Other Financial Obligations and We May Incur Even More Debt

      We have substantial debt and other financial obligations and significant unused borrowing capacity. See “— Liquidity and Capital Resources.”

      We have pledged substantially all of our assets (including the assets of our subsidiaries) to secure our indebtedness. Our high debt level and related debt service obligations:

•  require us to dedicate significant cash flow to the payment of principal and interest on our debt which reduces the funds we have available for other purposes,

•  may limit our flexibility in planning for or reacting to changes in our business and market conditions,

•  impose on us additional financial and operational restrictions, and

•  expose us to interest rate risk since a portion of our debt obligations are at variable rates.

      The interest rate on our debt is based on our debt rating, as issued by Standard & Poor’s and Moody’s. We have no ability to control the ratings issued by Standard & Poor’s and Moody’s. A downgrade in our debt rating could cause our interest rate to increase, which could adversely affect our ability to achieve our targeted profitability level, as well as our cash flow.

      Our ability to make scheduled payments on our debt and other financial obligations depends on our financial and operating performance. Our financial and operating performance is subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. A significant increase in interest rates could adversely impact our net income. If we do not comply with the

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financial and other restrictive covenants under our credit facilities, we may default under them. Upon default, our lenders could accelerate the indebtedness under the facilities, foreclose against their collateral or seek other remedies, which would jeopardize our ability to continue our current operations.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

Interest Rates

      In order to reduce the volatility of earnings that arises from changes in interest rates, we manage interest rate risk through the use of interest rate swap agreements. These swap agreements provide hedges for a portion of our variable rate borrowings by limiting or fixing the LIBOR interest rates at the interest rates noted below until the indicated expiration dates.

      These swaps have been designated as cash flow hedges against variable interest rate exposure. The following table summarizes our various interest rate swap agreements in effect as of September 30, 2004 and December 31, 2003:

	Expiration		Notional
Fixed Interest Rates	Date		Amounts
			(In millions)
1.48 to 6.69%		December 2004	$	650
5.20% to 6.74%		December 2005		400
6.78%		December 2006		75

      We have also entered into an interest rate swap agreement that provides a hedge for euro-denominated loans under our senior credit facility. See Note 5 to our Condensed Consolidated Financial Statements. The following table summarizes this agreement as of September 30, 2004 and December 31, 2003:

	Expiration
Fixed Interest Rates	Date		Notional Amounts
5.6%		November 2004	12 million euros (approximately $14.8 million as of September 30, 2004 and $15.1 million as of December 31, 2003)

      We are exposed to market risk under these arrangements due to the possibility of interest rates on our credit facilities falling below the rates on our interest rate derivative agreements. We incurred approximately $5.1 million and $16.5 million of additional interest expense, net of taxes, during the quarter and nine months ending September 30, 2004, respectively, as a result of interest rates on our variable rate debt falling below the agreed-upon interest rate on our existing swap agreements. Credit risk under these arrangements is remote since the counterparties to our interest rate derivative agreements are major financial institutions.

      A majority of our debt obligations are currently at variable rates. We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in interest rates. As of September 30, 2004, the analysis indicated that such interest rate movement would not have a material effect on our financial position, results of operations or cash flows. However, actual gains and losses in the future may differ materially from that analysis based on changes in the timing and amount of interest rate movement and our actual exposure and hedges.

Foreign Currency

      We are exposed to foreign currency risk due to operating cash flows and various financial instruments that are denominated in foreign currencies. Our most significant foreign currency exposures relate to the euro. At this time, we believe that potential losses due to foreign currency fluctuations would not have a material impact on our consolidated financial position, results of operations or operating cash flow.

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Bulk Cream

      Our Dairy Group buys a significant amount of bulk cream for use in certain of our products. The price that we pay for bulk cream is typically based on a multiple of the AA butter price on the Chicago Mercantile Exchange. From time to time, we purchase butter futures and butter inventory in an effort to better manage our bulk cream costs. Futures contracts are marked to market in accordance with SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” and physical inventory is valued at the lower of cost or market. We are exposed to market risk under these arrangements if the cost of butter falls below the cost that we have agreed to pay in a futures contract or that we actually paid for the physical inventory and we are unable to pass on the difference to our customers. At this time we believe that potential losses due to bulk cream activities would not have a material impact on our consolidated financial position, results of operations or operating cash flow. During the first nine months of 2004, we recognized losses of $1.4 million related to our butter purchasing activities.

Item 4.     Controls and Procedures

Quarterly Controls Evaluation and Related CEO and CFO Certifications

      We conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (“Disclosure Controls”) as of the end of the period covered by this Quarterly Report. The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

      Attached as exhibits to this quarterly report are certifications of the CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Definition of Disclosure Controls

      Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed with the Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with US generally accepted accounting principles.

Limitations on the Effectiveness of Controls

      We do not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of

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the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Scope of the Controls Evaluation

      Our evaluations of our Disclosure Controls include reviews of the controls’ objectives and design, our implementation of the controls and the effect of the controls on the information generated for use in our SEC filings. In the course of our controls evaluations, we seek to identify data errors, controls problems or acts of fraud and confirm that appropriate corrective actions, including process improvements, are undertaken. Many of the components of our Disclosure Controls are evaluated on an ongoing basis by our Audit Services department. The overall goals of these various evaluation activities are to monitor our Disclosure Controls, and to modify them as necessary. Our intent is to maintain the Disclosure Controls as dynamic systems that change as conditions warrant.

Conclusions

      Based upon our most recent controls evaluation, our CEO and CFO have concluded that as of the end of the period covered by this Quarterly Report, our Disclosure Controls were effective to provide reasonable assurance that material information is made known to management, particularly during the period when our periodic reports are being prepared. In the three months ended September 30, 2004, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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Part II — Other Information

Item 1. Legal Proceedings

      On November 4, 2003, we received a notice (a so-called “Wells Notice”) from the Staff of the Securities and Exchange Commission (the “SEC”) informing us that the Staff was planning to recommend that the SEC bring a civil injunctive action against our company. The notice cited the Staff’s belief that we aided and abetted The Fleming Companies in Fleming’s improper acceleration of revenue recognition by providing Fleming with correspondence that allowed Fleming to characterize two payments totaling $2.7 million made by us to Fleming as current income rather than deferred revenue to be recognized over future periods. We expensed the two payments made to Fleming during the quarters in which they were paid, and the Wells Notice contained no allegations regarding our financial statements.

      During the third quarter of this year, we consented to the entry of an agreed judgment in this matter. Pursuant to the agreed judgment, we agreed to pay a civil penalty of $400,000. This amount is not reimbursable from any source, and we will not receive a tax deduction or tax credit for the payment. Without admitting or denying the SEC’s allegations or findings, we also agreed to the SEC’s issuance of an administrative order requiring us to cease and desist from aiding and abetting future violations of the securities laws.

      One officer of our Dairy Group segment also received a Wells Notice related to the Fleming Matter. He also settled with the SEC, agreeing to pay a civil fine and to cease and desist from aiding and abetting future violations of the securities laws. No allegations were made against any other company officers, including the company’s corporate executive officers.

Item 2. Unregistered Sales of Securities and Use of Proceeds

      The following table summarizes the repurchase of our common stock during the quarter ended September 30, 2004:

							Maximum Number
					At End of Period,		(or Approximate
					Total Number		Dollar Value)
					of Shares (or Units)		of Shares (or Units)
					Purchased as		that May Yet
	Total Number		Average		Part of Publicly		be Purchased
	of Shares (or Units)		Price Paid		Announced		Under the
Period	Purchased		Per Share(1)		Plans or Programs		Plans or Programs
August 2004		2,170,000	$	36.24		44,111,466	$	31.2 million
September 2004		5,655,000		30.69		49,766,466		57.7 million	(2)
Total		7,825,000	$	32.21

(1)	Excludes fees and commissions paid on stock repurchases.
(2)	On September 15, 1998, our Board of Directors authorized a stock repurchase program of up to $100 million. Thereafter, the Board increased the authorization on the following dates in the following amounts:

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		New
	Amount	Authorized
Date of Increase	of Increase	Total
September 28, 1999	$100 million	$200 million
November 17, 1999	$100 million	$300 million
May 19, 2000	$100 million	$400 million
November 2, 2000	$100 million	$500 million
January 8, 2003	$150 million	$650 million
February 12, 2003	$150 million	$800 million
September 7, 2004	$200 million	$1.0 billion
November 2, 2004	$100 million	$1.1 billion

Item 6. Exhibits

      (a) Exhibits

10	.1	Amended and Restated Credit Agreement
31	.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31	.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32	.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

      Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DEAN FOODS COMPANY

/s/ Ronald L. McCrummen

Ronald L. McCrummen

Senior Vice President and Chief Accounting Officer

Date: November 9, 2004

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EXHIBIT INDEX

Exhibit
Number			Description
	10	.1	Amended and Restated Credit Agreement
	31	.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32	.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-10.1

                                                                    EXHIBIT 10.1

================================================================================

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                               DEAN FOODS COMPANY,
                                  as Borrower,

                   CERTAIN OF THE DOMESTIC SUBSIDIARIES OF THE
                   BORROWER FROM TIME TO TIME PARTIES HERETO,
                                 as Guarantors,

                           THE LENDERS PARTIES HERETO,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent,

                                       and

                                  BANK ONE, NA,
                              as Syndication Agent

                                       and

                             BANK OF AMERICA, N.A.,
                       HARRIS TRUST AND SAVINGS BANK, AND
                                 SUNTRUST BANK,
                           each as Documentation Agent

                          WACHOVIA CAPITAL MARKETS, LLC

                                       and

                          J.P. MORGAN SECURITIES INC.,
                  as Co-Lead Arrangers and Joint Book Runners

                           Dated as of August 13, 2004

================================================================================



                                TABLE OF CONTENTS



                                                                                                          Page
                                                                                                          ----
                                                                                                       
ARTICLE I DEFINITIONS................................................................................       2

    Section 1.1 Defined Terms........................................................................       2
    Section 1.2 Other Definitional Provisions........................................................      34
    Section 1.3 Accounting Terms.....................................................................      34

ARTICLE II THE LOANS; AMOUNT AND TERMS...............................................................      34

    Section 2.1 Revolving-1 Loans....................................................................      34
    Section 2.2 Swingline Loan Subfacility...........................................................      37
    Section 2.3 Letter of Credit Subfacility.........................................................      39
    Section 2.4 Tranche A-1 Term Loan Facility.......................................................      44
    Section 2.5 [Reserved.]..........................................................................      46
    Section 2.6 Incremental Term Loan Facility.......................................................      46
    Section 2.7 Fees.................................................................................      48
    Section 2.8 Reduction of the Revolving-1 Commitments.............................................      49
    Section 2.9 Prepayments..........................................................................      50
    Section 2.10 Minimum Borrowing Amounts and Principal Amounts of Tranches.........................      52
    Section 2.11 Interest; Interest Payment Dates....................................................      52
    Section 2.12 Conversion Options..................................................................      53
    Section 2.13 Computation of Interest and Fees....................................................      53
    Section 2.14 Pro Rata Treatment and Payments.....................................................      55
    Section 2.15 Non-Receipt of Funds by the Administrative Agent....................................      56
    Section 2.16 Inability to Determine Interest Rate................................................      57
    Section 2.17 Illegality..........................................................................      58
    Section 2.18 Requirements of Law.................................................................      58
    Section 2.19 Indemnity...........................................................................      60
    Section 2.20 Taxes...............................................................................      60
    Section 2.21 Indemnification; Nature of Issuing Lender's Duties..................................      62
    Section 2.22 Defaulting Lenders; Limitation on Claims............................................      64
    Section 2.23 Replacement of Lenders..............................................................      65
    Section 2.24 Alternative Currency Matters........................................................      65

ARTICLE III REPRESENTATIONS AND WARRANTIES...........................................................      68

    Section 3.1 Financial Condition..................................................................      68
    Section 3.2 No Change............................................................................      68
    Section 3.3 Corporate Existence..................................................................      68
    Section 3.4 Corporate Power; Authorization; Enforceable Obligations..............................      69
    Section 3.5 No Legal Bar; No Default.............................................................      69
    Section 3.6 No Material Litigation...............................................................      69
    Section 3.7 Government Acts......................................................................      70
    Section 3.8 Margin Regulations...................................................................      70
    Section 3.9 ERISA................................................................................      70
    Section 3.10 Environmental Matters...............................................................      70
    Section 3.11 Purpose of Loans....................................................................      71


                                        i


                                                                                                        
    Section 3.12 Subsidiaries........................................................................      71
    Section 3.13 Ownership...........................................................................      72
    Section 3.14 Indebtedness........................................................................      72
    Section 3.15 Taxes...............................................................................      72
    Section 3.16 Intellectual Property...............................................................      72
    Section 3.17 Solvency............................................................................      72
    Section 3.18 Investments.........................................................................      73
    Section 3.19 Location of Collateral..............................................................      73
    Section 3.20 No Burdensome Restrictions..........................................................      73
    Section 3.21 Brokers' Fees.......................................................................      73
    Section 3.22 Labor Matters.......................................................................      73
    Section 3.23 Security Documents..................................................................      73
    Section 3.24 Material Contracts..................................................................      73
    Section 3.25 Accuracy and Completeness of Information............................................      73

ARTICLE IV CONDITIONS PRECEDENT......................................................................      74

    Section 4.1 Conditions to Closing Date and Initial Extensions of Credit..........................      74
    Section 4.2 Conditions to All Extensions of Credit...............................................      77

ARTICLE V AFFIRMATIVE COVENANTS......................................................................      78

    Section 5.1 Financial Statements.................................................................      78
    Section 5.2 Certificates; Other Information......................................................      79
    Section 5.3 Payment of Obligations...............................................................      80
    Section 5.4 Conduct of Business and Maintenance of Existence.....................................      80
    Section 5.5 Maintenance of Property, Insurance...................................................      80
    Section 5.6 Inspection of Property; Books and Records; Discussions...............................      81
    Section 5.7 Notices..............................................................................      82
    Section 5.8 Environmental Laws...................................................................      83
    Section 5.9 Financial Covenants..................................................................      84
    Section 5.10 Obligations Regarding Subsidiaries; Additional Credit Parties; Pledged Assets.......      84
    Section 5.11 Compliance with Law.................................................................      86
    Section 5.12 Amendments, Modifications...........................................................      86
    Section 5.13 Further Assurances..................................................................      86

ARTICLE VI NEGATIVE COVENANTS........................................................................      86

    Section 6.1 Indebtedness.........................................................................      86
    Section 6.2 Liens................................................................................      87
    Section 6.3 Nature of Business...................................................................      87
    Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc...............................      88
    Section 6.5 Advances, Investments and Loans......................................................      89
    Section 6.6 Transactions with Affiliates.........................................................      89
    Section 6.7 Ownership of Subsidiaries; Restrictions..............................................      90
    Section 6.8 Fiscal Year; Organizational Documents; Material Contracts............................      90
    Section 6.9 Limitation on Actions................................................................      90
    Section 6.10 Restricted Payments.................................................................      91
    Section 6.11 Payments of Subordinated Debt, etc..................................................      92
    Section 6.12 Sale Leasebacks.....................................................................      92



                                       ii


                                                                                                       
    Section 6.13 Use of Proceeds.....................................................................      92

ARTICLE VII EVENTS OF DEFAULT........................................................................      92

    Section 7.1 Events of Default....................................................................      92
    Section 7.2 Acceleration; Remedies...............................................................      95
    Section 7.3 Judgment Currency....................................................................      95

ARTICLE VIII THE AGENT...............................................................................      96

    Section 8.1 Appointment..........................................................................      96
    Section 8.2 Delegation of Duties.................................................................      96
    Section 8.3 Exculpatory Provisions...............................................................      96
    Section 8.4 Reliance by Administrative Agent.....................................................      97
    Section 8.5 Notice of Default....................................................................      97
    Section 8.6 Non-Reliance on Administrative Agent and Other Lenders...............................      97
    Section 8.7 Indemnification......................................................................      98
    Section 8.8 Administrative Agent in Its Individual Capacity......................................      98
    Section 8.9 Successor Administrative Agent.......................................................      99
    Section 8.10 Responsibility of other Agents......................................................      99
    Section 8.11 Collateral and Guaranty Matters.....................................................      99

ARTICLE IX MISCELLANEOUS.............................................................................     100

    Section 9.1 Amendments, Waivers and Consents.....................................................     100
    Section 9.2 Notices..............................................................................     101
    Section 9.3 No Waiver; Cumulative Remedies.......................................................     102
    Section 9.4 Survival of Representations and Warranties...........................................     103
    Section 9.5 Payment of Expenses and Taxes........................................................     103
    Section 9.6 Successors and Assigns; Participations; Purchasing Lenders...........................     103
    Section 9.7 Adjustments; Set-off.................................................................     106
    Section 9.8 Table of Contents and Section Headings...............................................     108
    Section 9.9 Counterparts.........................................................................     108
    Section 9.10 Effectiveness.......................................................................     108
    Section 9.11 Severability........................................................................     108
    Section 9.12 Integration.........................................................................     108
    Section 9.13 Governing Law.......................................................................     108
    Section 9.14 Consent to Jurisdiction and Service of Process......................................     108
    Section 9.15 Confidentiality.....................................................................     109
    Section 9.16 Acknowledgments.....................................................................     110
    Section 9.17 Approvals and Acknowledgements......................................................     110
    Section 9.18 Waivers of Jury Trial...............................................................     111
    Section 9.19 Patriot Act.........................................................................     111

ARTICLE X GUARANTY...................................................................................     111

    Section 10.1 The Guaranty........................................................................     111
    Section 10.2 Bankruptcy..........................................................................     112
    Section 10.3 Nature of Liability.................................................................     112
    Section 10.4 Independent Obligation..............................................................     112
    Section 10.5 Authorization.......................................................................     113
    Section 10.6 Reliance............................................................................     113



                                       iii


                                                                                                       
    Section 10.7 Waiver..............................................................................     113
    Section 10.8 Limitation on Enforcement...........................................................     114
    Section 10.9 Confirmation of Payment.............................................................     114
    Section 10.10 Agreements for Contribution........................................................     115
    Section 10.11 Reinstatement......................................................................     115



                                       iv


SCHEDULES

Schedule 1.1(a)            Account Designation Letter
Schedule 1.1(b)            Investments
Schedule 1.1(c)            Liens
Schedule 1.1(d)            Mandatory Cost Formulae
Schedule 1.1(e)            Existing Letters of Credit
Schedule 1.1(f)            Form of Master Amendment and Reaffirmation Agreement
Schedule 2.1(b)(i)         Form of Notice of Borrowing
Schedule 2.1(d)            Form of Revolving-1 Note
Schedule 2.2(d)            Form of Swingline Note
Schedule 2.4(c)            Form of Tranche A-1 Term Note
Schedule 2.6(c)            Form of Incremental Term Note
Schedule 2.12              Form of Notice of Conversion/Extension
Schedule 2.20              2.20 Certificate
Schedule 3.1               Material Contingencies Not Otherwise Shown on
                           Financial Statements
Schedule 3.6               Litigation
Schedule 3.12              Subsidiaries
Schedule 3.16              Intellectual Property
Schedule 3.19              Real Property Owned by Borrower and its Restricted
                           Subsidiaries
Schedule 3.22              Labor Matters
Schedule 3.24              Material Contracts
Schedule 4.1(b)            Form of Secretary's Certificate
Schedule 4.1(h)            Form of Solvency Certificate
Schedule 5.5(b)            Insurance
Schedule 5.10              Form of Joinder Agreement
Schedule 6.1(b)            Indebtedness
Schedule 9.2               Lenders' Lending Offices
Schedule 9.6(c)            Form of Commitment Transfer Supplement



      AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 13, 2004, among
DEAN FOODS COMPANY, a Delaware corporation (the "Borrower"), those Domestic
Subsidiaries of the Borrower identified as a "Guarantor" on the signature pages
hereto and such other Domestic Subsidiaries of the Borrower as may from time to
time become a party hereto (collectively, the "Guarantors" and individually, a
"Guarantor"), the several banks and other financial institutions as may from
time to time become parties to this Agreement (collectively, the "Lenders"; and
individually, a "Lender"), WACHOVIA BANK, NATIONAL ASSOCIATION, a national
banking association, as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent"), BANK ONE, NA, a national banking
association, as syndication agent for the Lenders hereunder (in such capacity,
the "Syndication Agent") and BANK OF AMERICA, N.A., HARRIS TRUST AND SAVINGS
BANK and SUNTRUST BANK, each as documentation agent for the Lenders hereunder.

                              W I T N E S S E T H:

      WHEREAS, the Borrower, certain financial institutions, the Administrative
Agent and the Syndication Agent executed and delivered that certain Credit
Agreement dated as of July 31, 2001 (as amended, restated or otherwise modified
prior to the date hereof, the "Existing Credit Agreement").

      WHEREAS, the Borrower, the Guarantors, the Lenders, the Administrative
Agent and the Syndication Agent now desire to amend and restate the provisions
of the Existing Credit Agreement to extend the maturity date and make certain
other modifications and amendments as more particularly described herein.

      WHEREAS, it is the intent of the parties hereto that this Agreement not
constitute a novation of the obligations and liabilities of the parties under
the Existing Credit Agreement or be deemed to evidence or constitute full
repayment of such obligations and liabilities, but that this Agreement amend and
restate in its entirety the Existing Credit Agreement and re-evidence the
obligations and liabilities of the Borrower and the other credit parties
outstanding thereunder.

      WHEREAS, it is also the intent of the Borrower and the Guarantors to
confirm that all obligations under the "Credit Documents" (as referred to and
defined in the Existing Credit Agreement) shall continue in full force and
effect as modified by the Credit Documents (as referred to and defined herein)
and that, from and after the Closing Date, all references to the "Credit
Agreement" contained in any such existing "Credit Documents" shall be deemed to
refer to this Agreement.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree that the Existing Credit
Agreement is hereby amended and restated as follows:



                                    ARTICLE I
                                   DEFINITIONS

      SECTION 1.1 DEFINED TERMS.

      As used in this Agreement, terms defined in the preamble and recitals to
this Agreement have the meanings therein indicated, and the following terms have
the following meanings:

      "Account Designation Letter" shall mean the Notice of Account Designation
Letter dated as of the Closing Date from the Borrower to the Administrative
Agent substantially in the form attached hereto as Schedule 1.1(a).

      "Additional Credit Party" shall mean each Person that becomes a Guarantor
by execution of a Joinder Agreement in accordance with Section 5.10.

      "Administrative Agent" shall have the meaning set forth in the preamble to
this Agreement and any successors in such capacity.

      "Administrative Agent's Correspondent" shall mean Wachovia Bank, National
Association, London Branch, or any other financial institution designated by the
Administrative Agent to act as its correspondent hereunder with respect to the
distribution and payment of Alternative Currency Loans.

      "Affiliate" shall mean as to any Person, any Person that directly or
indirectly controls, or is under common control with, or is controlled by, such
Person and, if such Person is an individual, any member of the immediate family
(including parents, spouse, children and siblings) of such individual and any
trust whose principal beneficiary is such individual or one or more members of
such immediate family and any Person who is controlled by any such member or
trust. As used in this definition, "control" (including, with its correlative
meanings, "controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities or partnership
or other ownership interests, by contract or otherwise); provided that, in any
event, any Person that owns directly or indirectly securities having ten percent
(10%) or more of the voting power for the election of directors or other
governing body of a corporation or ten percent (10%) or more of the partnership
or other ownership interests of any other Person (other than as a limited
partner of such other Person) will be deemed to control such corporation or
other Person. Notwithstanding the foregoing, (a) no individual shall be an
Affiliate solely by reason of his or her being a director, officer or employee
of the Borrower or any of its Subsidiaries, and (b) none of the Restricted
Subsidiaries of the Borrower shall be considered Affiliates. For purposes
hereof, all Unrestricted Subsidiaries shall be considered Affiliates of the
Borrower and its Restricted Subsidiaries.

      "Agents" shall mean a collective reference to the Administrative Agent and
the Syndication Agent.

      "Agreement" shall mean this Credit Agreement, as amended, modified,
supplemented or restated from time to time in accordance with its terms.

                                       2


      "Alternate Base Rate" shall mean, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof:
"Prime Rate" shall mean, at any time, the rate of interest per annum publicly
announced from time to time by the Administrative Agent at its principal office
as its prime rate. Each change in the Prime Rate shall be effective as of the
opening of business on the day such change in the Prime Rate occurs. The parties
hereto acknowledge that the rate announced publicly by the Administrative Agent
as its Prime Rate is an index or base rate and shall not necessarily be its
lowest or best rate charged to its customers or other banks; and "Federal Funds
Effective Rate" shall mean, for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published on the next succeeding Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive in the absence of manifest error) that it is unable to ascertain the
Federal Funds Effective Rate, for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with
the terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the opening of business on the date of such
change.

      "Alternate Base Rate Loans" shall mean Loans that bear interest at an
interest rate based on the Alternate Base Rate.

      "Alternative Currency" shall mean (a) euro and (b) with the prior written
consent of each Lender with a Multi-currency Revolving-1 Subcommitment, any
other lawful currency (other than Dollars); provided that such currency is
freely transferable and convertible into Dollars and freely available to each
Lender with a Multi-currency Revolving-1 Subcommitment in the London interbank
deposit market.

      "Alternative Currency Amount" shall mean, with respect to each Alternative
Currency Loan, the amount of such Alternative Currency which is equivalent to
the principal amount in Dollars of such Loan at the most favorable spot exchange
rate determined by the Administrative Agent to be available to it at
approximately 11:00 a.m. (Charlotte time) two (2) Business Days before such Loan
is issued or extended (or to be issued or extended). When used with respect to
any other sum expressed in Dollars, "Alternative Currency Amount" shall mean the
amount of such Alternative Currency which is equivalent to the amount so
expressed in Dollars at the most favorable spot exchange rate determined by the
Administrative Agent to be available to it at the relevant time.

      "Alternative Currency Loan" shall mean any Multi-currency Revolving-1 Loan
denominated in an Alternative Currency.

                                       3


      "Applicable Percentage" shall mean, for any day, the rate per annum set
forth below opposite the applicable level (the "Level") then in effect,
determined on the basis of the Borrower's debt rating for senior secured
long-term debt (the "Debt Rating") as determined by S&P and Moody's, it being
understood that the Applicable Percentage for (a) Revolving-1 Loans and Tranche
A-1 Term Loans which are Alternate Base Rate Loans shall be the percentage set
forth under the column "Alternate Base Rate Margin for Revolving-1 Loans and
Tranche A-1 Term Loans", (b) Revolving-1 Loans and Tranche A-1 Term Loans which
are LIBOR Rate Loans shall be the percentage set forth under the column "LIBOR
Rate Margin for Revolving-1 Loans, Tranche A-1 Term Loans and Letter of Credit
Fee", (c) the Letter of Credit Fee shall be the percentage set forth under the
column "LIBOR Rate Margin for Revolving-1 Loans, Tranche A-1 Term Loans and
Letter of Credit Fee" and (d) the Commitment Fee shall be the percentage set
forth under the column "Commitment Fee":



                                  LIBOR Rate           Alternate
                                   Margin for          Base Rate
                              Revolving-1 Loans,      Margin for
                                   Tranche         Revolving-1 Loans
        Debt Rating (S&P /    A-1 Term Loans and     and Tranche
Level        Moody's)        Letter of Credit Fee   A-1 Term Loans    Commitment Fee
- -----  --------------------  --------------------  -----------------  --------------
                                                          
 I     BBB / Baa2 or higher         0.750%                 0.000%          0.250%
 II        BBB- / Baa3              1.000%                 0.000%          0.300%
 III        BB+ / Ba1               1.250%                 0.000%          0.375%
 IV         BB / Ba2                1.625%                 0.375%          0.375%
 V      BB- / Ba3 or lower          1.875%                 0.625%          0.375%


provided, that if (i) only one of S&P or Moody's shall have in effect a Debt
Rating, then such Debt Rating shall be utilized to determine the Level; and (ii)
neither S&P and Moody's shall have in effect a Debt Rating, then such Debt
Rating shall be deemed to be Level V. In the event that the corresponding Debt
Ratings publicly announced by S&P and Moody's listed above differ, the
Applicable Percentage shall be that Level which corresponds to the Debt Rating
which is one rating immediately below the higher of the two announced Debt
Ratings. Any change in the Applicable Percentage shall be effective as of the
Business Day on which the increase or decrease, as applicable, in the applicable
Debt Rating is announced or is made publicly available. If the rating system of
S&P and Moody's shall change, or if both of such rating agencies shall cease to
be in the business of rating corporate debt obligations, the Borrower and the
Lenders shall negotiate in good faith to amend this definition to reflect such
changed rating system or the unavailability of ratings from such rating agencies
and, pending the effectiveness of any such amendment, the Applicable Percentage
shall be determined by reference to the Debt Rating most recently in effect
prior to such change or cessation.

The initial Applicable Percentage shall be determined based upon the Debt Rating
in effect on the Closing Date. Thereafter, each change in the Applicable
Percentage shall be effective as of

                                       4


the Business Day on which the change in the applicable Debt Rating is announced
or is made publicly available.

With respect to each LIBOR Rate Loan denominated in an Alternative Currency, the
Applicable Percentage shall be increased by an amount equal to the applicable
Mandatory Cost, as determined pursuant to the relevant formula set forth on
Schedule 1.1(d).

      "Approved Fund" shall mean, with respect to any Lender under any of the
Term Loans, a fund that invests in bank loans, any other fund that invests in
commercial loans and is managed or advised by the same investment advisor as
such Lender or by an Affiliate of such investment advisor.

      "Arrangers" shall mean a collective reference to WCM and JPMS and
"Arranger" shall mean either of them.

      "Asset Disposition" shall mean the disposition of any or all of the assets
(including, without limitation, the Capital Stock of a Restricted Subsidiary) of
any Credit Party or any Restricted Subsidiary whether by sale, lease, transfer
or otherwise; provided, however, the term "Asset Disposition" shall not include
(i) Specified Sales, (ii) the sale, lease or transfer of assets permitted by
Section 6.4(c)(iii) or (iv), or (iii) any Equity Issuance.

      "Attributed Principal Amount" shall mean, on any day, with respect to any
Permitted Receivables Financing entered into by any Credit Party, the aggregate
amount (with respect to any such transaction, the "Invested Amount") paid to, or
borrowed by, such Person as of such date under such Permitted Receivables
Financing, minus the aggregate amount received by the applicable Receivables
Financier and applied to the reduction of the Invested Amount under such
Permitted Receivables Financing.

      "Bank One" shall mean Bank One, NA and its successors and assigns.

      "Bankruptcy Code" shall mean the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

      "Borrower" shall have the meaning set forth in the first paragraph of this
Agreement.

      "Borrowing Date" shall mean, in respect of any Loan, the date such Loan is
made.

      "Business" shall have the meaning set forth in Section 3.10.

      "Business Day" shall mean a day

            (a) other than a Saturday, Sunday or other day on which commercial
      banks in Charlotte, North Carolina or New York, New York are authorized or
      required by law to close;

                                       5


            (b) if such day relates to any interest rate settings as to a LIBOR
      Rate Loan denominated in Dollars, any fundings, disbursements, settlements
      and payments in Dollars in respect of any such LIBOR Rate Loan, or any
      other dealings in Dollars to be carried out pursuant to this Agreement in
      respect of any such LIBOR Rate Loan, on which dealings in deposits in
      Dollars are conducted by and between banks in the London interbank
      eurodollar market;

            (c) if such day relates to any interest rate settings as to a LIBOR
      Rate Loan denominated in euros, any fundings, disbursements, settlements
      and payments in euros in respect of any such LIBOR Rate Loan, or any other
      dealings in euro to be carried out pursuant to this Agreement in respect
      of any such LIBOR Rate Loan, which is a TARGET Day;

            (d) if such day relates to any interest rate settings as to a LIBOR
      Rate Loan denominated in a currency other than Dollars or euros, on which
      dealings in deposits in the relevant currency are conducted by and between
      banks in the London or other applicable offshore interbank market for such
      currency; and

            (e) if such day relates to any fundings, disbursements, settlements
      and payments in a currency other than Dollars or euro in respect of a
      LIBOR Rate Loan denominated in a currency other than Dollars or euro, or
      any other dealings in any currency other than Dollars or euro to be
      carried out pursuant to this Agreement in respect of any such LIBOR Rate
      Loan (other than any interest rate settings), on which banks are open for
      foreign exchange business in the principal financial center of the country
      of such currency.

      "Capital Lease" shall mean any lease of property, real or personal, the
obligations with respect to which are required to be capitalized on a balance
sheet of the lessee in accordance with GAAP.

      "Capital Lease Obligations" shall mean the aggregate principal component
of capitalized lease obligations relating to a Capital Lease determined in
accordance with GAAP.

      "Capital Stock" shall mean (i) in the case of a corporation, capital
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability
company, membership interests and (v) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

      "Captive Insurance Company" shall mean any Subsidiary of the Borrower that
is organized and subject to regulation as an insurance company, or the principal
purpose of which is to procure insurance for the benefit of the Borrower and/or
its Restricted Subsidiaries.

      "Cash Equivalents" shall mean (i) securities issued directly or fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full

                                       6


faith and credit of the United States of America is pledged in support thereof)
having maturities of not more than twelve (12) months from the date of
acquisition ("Government Obligations"), (ii) U.S. dollar denominated (or foreign
currency fully hedged) time deposits, certificates of deposit, Eurodollar time
deposits and Eurodollar certificates of deposit of (y) any domestic commercial
bank of recognized standing having capital and surplus in excess of $250,000,000
or (z) any bank whose short-term commercial paper rating from S&P is at least
A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such bank being an "Approved Bank"), in each case with maturities
of not more than one (1) year from the date of acquisition, (iii) commercial
paper and variable or fixed rate notes issued by any Approved Bank (or by the
parent company thereof) or any commercial paper or variable rate notes issued
by, or guaranteed by any domestic corporation rated A-1 (or the equivalent
thereof) or better by S&P or P-1 (or the equivalent thereof) or better by
Moody's and maturing within nine (9) months of the date of acquisition, (iv)
repurchase agreements with a bank or trust company (including a Lender) or a
recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States of America, (v) obligations of any state of the United States or any
political subdivision thereof rated A-1 (or the equivalent thereof) or better by
S&P or P-1 (or the equivalent thereof) or better by Moody's having maturities of
not more than one (1) year from the date of acquisition thereof, and (vi)
auction preferred stock rated in the highest short-term credit rating category
by S&P or Moody's.

      "Change of Control" shall mean (a) any Person or two or more Persons
acting in concert (other than Mr. Gregg L. Engles or any other director or
officer of the Borrower as of the Closing Date), shall have acquired "beneficial
ownership," directly or indirectly, of, or shall have acquired by contract or
otherwise, or shall have entered into a contract or arrangement that, upon
consummation, will result in its or their acquisition of, control over, Voting
Stock of the Borrower (or other securities convertible into such Voting Stock)
representing twenty-five percent (25%) or more of the combined voting power of
all Voting Stock of the Borrower, or (b) during any period of up to twenty-five
(25) consecutive months, commencing after the Closing Date, individuals who at
the beginning of such twenty-five (25) month period were directors of the
Borrower (together with any new director whose election by the Borrower's Board
of Directors or whose nomination for election by the Borrower's shareholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the directors of the Borrower then in office. As used
herein, "beneficial ownership" shall have the meaning provided in Rule 13d-3 of
the Securities and Exchange Commission under the Securities Act of 1934.

      "Closing Date" shall mean the date of this Agreement.

      "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

      "Collateral" shall mean a collective reference to the collateral which is
identified in, and at any time will be covered by, the Security Documents.

                                       7


      "Commitment" shall mean the Revolving-1 Commitment, the LOC Commitment,
the Swingline Commitment, the Tranche A-1 Term Loan Commitment and the
Incremental Term Loan Commitments, individually or collectively, as appropriate.

      "Commitment Fee" shall have the meaning set forth in Section 2.7(a).

      "Commitment Percentage" shall mean the Dollar Revolving-1 Commitment
Percentage, the Multi-currency Revolving-1 Commitment Percentage, the Tranche
A-1 Term Loan Commitment Percentage and/or the Incremental Term Loan Commitment
Percentage, as appropriate.

      "Commitment Period" shall mean the period from and including the Closing
Date to but not including the Revolving-1 Commitment Termination Date.

      "Commitment Transfer Supplement" shall mean a Commitment Transfer
Supplement, substantially in the form of Schedule 9.6(c).

      "Commonly Controlled Entity" shall mean an entity, whether or not
incorporated, which is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group which includes the Borrower and
which is treated as a single employer under Section 414 of the Code.

      "Compliance Certificate" shall mean the officer's certificate delivered
pursuant to Section 5.2(c).

      "Consolidated Capital Expenditures" shall mean for any period, all
expenditures of the Borrower and its Restricted Subsidiaries on a consolidated
basis for such period which in accordance with GAAP would be classified as
capital expenditures, including without limitation, Capital Lease Obligations.

      "Consolidated EBITDA" shall mean, for any period, the sum of (i)
Consolidated Net Income for such period, plus (ii) an amount which, in the
determination of Consolidated Net Income for such period, has been deducted for
(A) Consolidated Interest Expense, (B) total federal, state, local and foreign
income, value added and similar taxes, (C) depreciation, amortization expense
and other noncash charges, (D) pro forma cost savings add-backs resulting from
non-recurring charges related to acquisitions to the extent permitted hereunder,
as permitted pursuant to Regulation S-X of the Securities Exchange Act of 1934
or as approved by the Agents, and (E) other adjustments to Consolidated EBITDA
reasonably acceptable to the Agents. Except as otherwise provided herein, the
applicable period shall be for the four (4) consecutive quarters ending as of
the date of computation.

      "Consolidated Interest Expense" shall mean, for any period, all interest
expense of the Borrower and its Restricted Subsidiaries, including the interest
component under Capital Leases and the implied interest component under
Permitted Receivables Financings, plus net amounts payable (or minus net amounts
receivable) under Hedging Agreements, minus interest income for such period, in
each case as determined in accordance with GAAP. Except as otherwise

                                       8


provided herein, the applicable period shall be for the four (4) consecutive
quarters ending as of the date of computation.

      "Consolidated Net Income" shall mean, for any period, net income
(excluding extraordinary items) after taxes for such period of the Borrower and
its Restricted Subsidiaries on a consolidated basis, as determined in accordance
with GAAP, including net income attributable to Permitted Acquisitions after
giving effect to such Permitted Acquisitions on a Pro Forma Basis. Except as
otherwise provided herein, the applicable period shall be for the four (4)
consecutive quarters ending as of the date of computation.

      "Contingent Subordinated Obligation" shall mean the contingent
subordinated obligation described on Schedule 6.1(b).

         "Contractual Obligation" shall mean, as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "Credit Documents" shall mean this Agreement, each of the Notes, any
Joinder Agreement, the Letters of Credit, the LOC Documents, each Incremental
Term Loan Agreement and the Security Documents.

      "Credit Party" shall mean any of the Borrower or the Guarantors.

      "Credit Party Obligations" shall mean, without duplication, (i) all of the
obligations of the Credit Parties to the Lenders (including each relevant
Issuing Lender) and the Administrative Agent, whenever arising, under this
Agreement, the Notes or any of the other Credit Documents (including, but not
limited to, any interest accruing after the occurrence of a filing of a petition
of bankruptcy under the Bankruptcy Code with respect to any Credit Party,
regardless of whether such interest is an allowed claim under the Bankruptcy
Code) and (ii) all liabilities and obligations, whenever arising, owing from any
Credit Party or any of its Restricted Subsidiaries under any Hedging Agreement
(which such Hedging Agreement is permitted hereunder) with any Person that is a
Lender (or an Affiliate of any such Lender) hereunder at the time such Hedging
Agreement is executed or becomes a Lender (or an Affiliate of a Person that
becomes a Lender) at any time after such Hedging Agreement was executed (all
such liabilities and obligations with respect to any such Hedging Agreement,
"Hedging Obligations").

      "Dean Holding Company" means Dean Holding Company, a Delaware corporation.

      "Debt Issuance" shall mean the issuance of any Indebtedness for borrowed
money by any Credit Party or any of its Restricted Subsidiaries (excluding, for
purposes hereof, any Equity Issuance or any Indebtedness of the Borrower and its
Restricted Subsidiaries permitted to be incurred pursuant to Section 6.1 (other
than Indebtedness permitted to be incurred pursuant to Section 6.1(i))).

                                       9


      "Default" shall mean the occurrence of any of the events specified in
Section 7.1, whether or not any requirement for the giving of notice or the
lapse of time, or both, or any other condition, has been satisfied.

      "Defaulting Lender" shall mean, at any time, any Lender that, at such time
(a) has failed to make a Loan required pursuant to the terms of this Agreement,
including the funding of a Participation Interest in accordance with the terms
hereof, (b) has failed to pay to the Administrative Agent or any other Lender an
amount owed by such Lender pursuant to the terms of this Credit Agreement, or
(c) has been deemed insolvent by its principal regulator or has become subject
to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar
official.

      "Dollar Amount" shall mean (a) with respect to each Loan made or continued
in Dollars, the principal amount thereof and (b) with respect to each Loan made
or continued in an Alternative Currency, the amount of Dollars which is
equivalent to the principal amount of such Loan, at the most favorable spot
exchange rate determined by the Administrative Agent at approximately 11:00 a.m.
(the time of the Administrative Agent's Correspondent) two (2) Business Days
before such Loan is made or continued (or to be made or continued). When used
with respect to any other sum expressed in an Alternative Currency, "Dollar
Amount" shall mean the amount of Dollars which is equivalent to the amount so
expressed in such Alternative Currency at the most favorable spot exchange rate
determined by the Administrative Agent to be available to it at the relevant
time.

      "Dollar Letter of Credit" shall mean each Letter of Credit issued under
the Dollar Revolving-1 Committed Amount pursuant to Section 2.3(a).

      "Dollar LOC Obligations" shall mean, at any time, the sum of (i) the
maximum amount which is, or at any time thereafter may become, available to be
drawn under Dollar Letters of Credit then outstanding, assuming compliance with
all requirements for drawings referred to in such Dollar Letters of Credit plus
(ii) the aggregate amount of all drawings under Dollar Letters of Credit honored
by the relevant Issuing Lender but not theretofore reimbursed.

      "Dollar Revolving-1 Commitment Percentage" shall mean, for each Lender,
the percentage identified as its Dollar Revolving-1 Commitment Percentage on the
Register, as such percentage may be modified from time to time in accordance
with the provisions hereof.

      "Dollar Revolving-1 Committed Amount" shall mean the sum of the Dollar
Revolving-1 Subcommitments. As of the Closing Date, the Dollar Revolving-1
Committed Amount shall be One Billion Dollars ($1,000,000,000), as such amount
may be modified from time in accordance with the provisions hereof.

      "Dollar Revolving-1 Loans" shall have the meaning set forth in Section
2.1(a)(i).

      "Dollar Revolving-1 Subcommitment" shall mean, with respect to each
Lender, the amount of such Lender's Revolving-1 Commitment available for Dollar
Revolving-1 Loans in an aggregate principal amount at any time outstanding up to
such Lender's Dollar Revolving-1

                                       10


Subcommitment as specified in the Register, as such amount may be modified from
time to time in accordance with the provisions hereof.

      "Dollars" and "$" shall mean dollars in lawful currency of the United
States of America.

      "Domestic Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's Domestic Lending Office shown on Schedule 9.2; and
thereafter, such other office of such Lender as such Lender may from time to
time specify to the Administrative Agent and the Borrower as the office of such
Lender at which Alternate Base Rate Loans of such Lender are to be made.

      "Domestic Subsidiary" shall mean any Subsidiary that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

      "EMU" shall mean economic and monetary union as contemplated in the Treaty
on European Union.

      "EMU Legislation" shall mean legislative measures of the Council of
European Union for the introduction of, change over to or operation of the euro.

      "Environmental Claim" shall mean, with respect to any Person, any written
notice, claim, demand or other communication (collectively, a "claim") by any
other Person alleging or asserting such Person's liability for investigatory
costs, cleanup costs, governmental response costs, damages to natural resources
or other Property, personal injuries, fines or penalties arising out of, based
on or resulting from (a) the presence, or release into the environment, of any
Hazardous Material at any location, whether or not owned by such Person, or (b)
circumstances forming the basis of any violation, or alleged violation, of any
Environmental Law. The term "Environmental Claim" shall include, without
limitation, any claim by any Governmental Authority for enforcement, cleanup,
removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law, and any claim by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief
resulting from the presence of Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment.

      "Environmental Laws" shall mean any and all applicable foreign, Federal,
state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time be in effect during the term of this
Agreement.

      "Equity Issuance" shall mean any issuance by the Borrower or any of its
Restricted Subsidiaries to any Person which is not the Borrower or a Subsidiary
of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant
to the exercise of options (excluding for purposes hereof the issuance of
Capital Stock pursuant to the exercise of stock options held by directors,
officers or other employees or former employees of the Credit Parties or
personal

                                       11


representatives or heirs or beneficiaries of any of them) or warrants or (c) any
shares of its Capital Stock pursuant to the conversion of any debt securities to
equity.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.

      "ERISA Affiliate" shall mean any corporation or trade or business that is
a member of any group of organizations (i) described in Section 414(b) or (c) of
the Code of which any Credit Party or any of its Subsidiaries is a member, (ii)
solely for purposes of potential liability under Section 302(c)(11) of ERISA and
Section 412(c)(11) of the Code and the lien created under Section 302(f) of
ERISA and Section 412(n) of the Code, described in Section 414(m) or (o) of the
Code of which any Credit Party or any of its Subsidiaries is a member and (iii)
which are under common control with any Credit Party or any of its Subsidiaries
within the meaning of Section 4001(a)(14) of ERISA.

      "euro" shall mean the single currency to which the Participating Member
States of the European Union have converted.

      "Eurodollar Reserve Percentage" shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in
respect of Eurocurrency liabilities, as defined in Regulation D of such Board as
in effect from time to time, or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.

      "Event of Default" shall mean any of the events specified in Section 7.1;
provided, however, that any requirement for the giving of notice or the lapse of
time, or both, or any other condition, has been satisfied.

      "Excluded Collateral" shall mean the collective reference to (a) the
Capital Stock, and any assets, of any Unrestricted Subsidiary, (b) all real
property owned by Dean Holding Company and its Subsidiaries and (c) all Capital
Stock of any Subsidiary of Dean Holding Company which owns any real property.

      "Excluded Disposition" shall mean the sale, transfer, or other disposition
of (a) any motor vehicles or other equipment no longer used or useful in the
business of the Borrower or any of its Restricted Subsidiaries, (b) any
inventory, materials and other assets in the ordinary course of business and on
ordinary business terms, (c) Permitted Investments described in clause (a) of
the definition thereof and (d) an Investment Tax Credit.

      "Existing Credit Agreement" shall have the meaning set forth in the
recitals of this Agreement.

      "Existing Letters of Credit" shall mean the letters of credit outstanding
on the Closing Date and identified on Schedule 1.1(e).

                                       12


      "Existing Tranche A-1 Term Loan" shall have the meaning set forth in
Section 2.4.

      "Existing Tranche B-1 Term Loan" shall have the meaning set forth in
Section 2.4.

      "Existing Tranche C Term Loan" shall have the meaning set forth in Section
2.4.

      "Extension of Credit" shall mean, as to any Lender, the making of a Loan
by such Lender or the issuance of, or participation in, a Letter of Credit by
such Lender.

      "Federal Funds Effective Rate" shall have the meaning set forth in the
definition of "Alternate Base Rate".

      "Fee Letter" shall mean the letter agreement dated June 30, 2004 addressed
to the Borrower from the Administrative Agent, the Syndication Agent, Wachovia
Capital Markets, LLC and Banc One Capital Markets, Inc., as amended, modified or
otherwise supplemented.

      "First Tier Foreign Subsidiary" shall mean any direct Foreign Subsidiary
of a Credit Party.

      "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

      "Funded Debt" shall mean, with respect to any Person, without duplication,
(a) all Indebtedness of such Person other than Indebtedness of the types
referred to in clauses (e), (g), (i) and (m) of the definition of "Indebtedness"
set forth in this Section 1.1, (b) all Funded Debt of others of the type
referred to in clause (a) above secured by (or for which the holder of such
Funded Debt has an existing right, contingent or otherwise, to be secured by)
any Lien on, or payable out of the proceeds of production from, property owned
or acquired by such Person, whether or not the obligations secured thereby have
been assumed, (c) all Guaranty Obligations of such Person with respect to Funded
Debt of the type referred to in clause (a) above of another Person and (d)
Funded Debt of the type referred to in clause (a) above of any partnership or
unincorporated joint venture in which such Person is legally obligated or has a
reasonable expectation of being liable with respect thereto. For purposes
hereof, the definition of "Funded Debt" shall exclude any Indebtedness under the
Contingent Subordinated Obligation until such time as the Borrower is required
to make a cash payment thereunder.

      "GAAP" shall mean generally accepted accounting principles in effect in
the United States of America applied on a consistent basis, subject, however, in
the case of determination of compliance with the financial covenants set out in
Section 5.9 to the provisions of Section 1.3.

      "Government Acts" shall have the meaning set forth in Section 2.21.

      "Governmental Authority" shall mean any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

                                       13


      "Guarantor" shall mean any of the Domestic Subsidiaries identified as a
"Guarantor" on the signature pages hereto and the Additional Credit Parties
which execute a Joinder Agreement, together with their successors and permitted
assigns, in each case as the same may from time to time be replaced, removed or
added as a Guarantor in accordance with the terms of this Agreement.

      "Guaranty" shall mean the guaranty of the Guarantors set forth in Article
X.

      "Guaranty Obligations" shall mean, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (i) to purchase any such Indebtedness or
any property constituting security therefor, (ii) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements or similar agreements or arrangements) for the benefit of any holder
of Indebtedness of such other Person, (iii) to lease or purchase assets,
securities or services primarily for the purpose of assuring the holder of such
Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such
Indebtedness against loss in respect thereof. The amount of any Guaranty
Obligation hereunder shall (subject to any limitations set forth therein) be
deemed to be an amount equal to the outstanding principal amount (or maximum
principal amount, if larger) of the Indebtedness in respect of which such
Guaranty Obligation is made.

      "Hazardous Material" shall mean, collectively, (a) any petroleum or
petroleum products, flammable materials, explosives, radioactive materials,
asbestos, urea formaldehyde foam insulation, and transformers or other equipment
that contain polychlorinated biphenyls ("PCBs"), (b) any chemicals or other
materials or substances that are now or hereafter become defined as or included
in the definition of "hazardous substances", "hazardous wastes", "hazardous
materials", "extremely hazardous wastes", "restricted hazardous wastes", "toxic
substances", "toxic pollutants", "contaminants", "pollutants" or words of
similar import under any Environmental Law and (c) any other chemical or other
material or substance, exposure to which is now or hereafter prohibited, limited
or regulated under any Environmental Law.

      "Hedging Agreements" shall mean, with respect to any Person, any agreement
entered into to protect such Person against fluctuations in interest rates, or
currency values, including, without limitation, any interest rate swap, cap or
collar agreement or similar arrangement between such Person and one or more
counterparties, any foreign currency exchange agreement, currency protection
agreements, or other interest or exchange rate hedging agreements.

      "Hedging Obligation" shall have the meaning set forth in the definition of
Credit Party Obligations.

                                       14


      "Incremental Term Loan" shall mean any incremental term loan made to the
Borrower pursuant to Section 2.6, and "Incremental Term Loans" means all such
incremental term loans collectively as the context requires.

      "Incremental Term Loan Agreement" shall mean each agreement executed
pursuant to Section 2.6 by the Borrower and one or more existing Lenders or New
Term Lenders not theretofore Lenders, as applicable, and acknowledged by the
Administrative Agent and the Borrower, providing for an Incremental Term Loan
hereunder; it being understood and agreed that any New Term Lender not
theretofore a Lender shall be, as of the relevant Incremental Term Loan
Effective Date, a party hereto as a Lender and have the rights and obligations
of a Lender hereunder, and such agreement shall set forth the Incremental Term
Loan Commitment of such Lender.

      "Incremental Term Loan Commitment" shall mean (a) as to any Lender, the
obligation of such Lender to make Incremental Term Loans, as applicable, to the
Borrower in an aggregate principal amount not to exceed the amount described in
the relevant Incremental Term Loan Agreement and as set forth opposite such
Lender's name in the Register, as such amount may be increased, reduced or
otherwise modified at any time or from time to time pursuant to the terms hereof
and (b) as to all Lenders, the aggregate obligations of all Lenders to make the
Incremental Term Loans, as such amount may be increased, reduced or otherwise
modified at any time or from time to time. The Incremental Term Loan Commitment
of all Lenders as of the Closing Date shall be $0.

      "Incremental Term Loan Commitment Percentage" shall mean, for any Lender
with respect to any Incremental Term Loan, the percentage identified as its
Incremental Term Loan Commitment Percentage in the Register, as such percentage
may be modified from time to time in accordance with the provisions hereof.

      "Incremental Term Loan Effective Date" shall mean, with respect to any
Incremental Term Loan, the date, which shall be a Business Day, on or before the
applicable Incremental Term Loan Maturity Date, but no earlier than thirty (30)
days after the date of delivery of the applicable Incremental Term Loan
Notification, on which each of the applicable Incremental Term Loan Lenders make
such Incremental Term Loan to the Borrower pursuant to Section 2.6.

      "Incremental Term Loan Lenders" shall have the meaning assigned thereto in
Section 2.6(b).

      "Incremental Term Loan Maturity Date" with respect to any Incremental Term
Loan, shall have the meaning set forth in the applicable Incremental Term Loan
Notification, or such earlier date as payment of the remaining outstanding
principal amount of such Incremental Term Loan or of all remaining outstanding
Credit Party Obligations (excluding Hedging Obligations) shall be due (whether
by acceleration or otherwise) in accordance with this Agreement.

      "Incremental Term Loan Note" or "Incremental Term Loan Notes" shall mean
the promissory note or notes made by the Borrower in favor of a Lender
evidencing the portion of the Incremental Term Loans made by such Lender,
substantially in the form of Schedule 2.6(c),

                                       15


individually or collectively, as such promissory notes may be amended, modified,
restated, supplemented, extended, renewed or replaced from time to time.

      "Incremental Term Loan Notification" shall have the meaning assigned
thereto in Section 2.6(a).

      "Indebtedness" shall mean, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to assets purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (d) all obligations of such Person issued
or assumed as the deferred purchase price of assets or services purchased by
such Person (other than trade debt incurred in the ordinary course of business
and due within six (6) months of the incurrence thereof) which would appear as
liabilities on a balance sheet of such Person, (e) all obligations of such
Person under take-or-pay or similar arrangements, (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on, or payable out of the
proceeds of production from, assets owned or acquired by such Person, whether or
not the obligations secured thereby have been assumed, (g) all Guaranty
Obligations of such Person with respect to Indebtedness of another Person, (h)
the principal portion of all obligations of such Person under Capital Leases,
(i) all obligations of such Person under Hedging Agreements, (j) the maximum
amount of all standby letters of credit issued or bankers' acceptances
facilities created for the account of such Person and, without duplication, all
drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital
Stock issued by such Person and which by the terms thereof could be (at the
request of the holders thereof or otherwise) subject to mandatory sinking fund
payments, redemption or other acceleration, (l) the principal balance
outstanding under any synthetic lease, tax retention operating lease, accounts
receivable securitization program, off-balance sheet loan or similar off-balance
sheet financing product, including without limitation, the outstanding
Attributed Principal Amount under any Permitted Receivables Financing, and (m)
the Indebtedness of any partnership or unincorporated joint venture in which
such Person is a general partner or a joint venturer.

      "Insolvency" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

      "Insolvent" shall mean being in a condition of Insolvency.

      "Intellectual Property" has the meaning set forth in Section 3.16.

      "Intercreditor Agreement" shall mean the Fourth Amended and Restated
Intercreditor Agreement dated as of August 13, 2004, by and between the
Administrative Agent and Bank One, NA (Main Office Chicago) (the "Receivables
Agent"), as agent under the Fourth Amended and Restated Receivables Purchase
Agreement, dated as of March 30, 2004, by and among the Borrower, the
Subsidiaries of the Borrower party thereto, the Receivables Agent and the

                                       16


financial institutions parties thereto, as amended, modified or supplemented
from time to time in accordance with its terms.

      "Interest Coverage Ratio" shall mean, with respect to the Borrower and its
Restricted Subsidiaries on a consolidated basis for the twelve (12) month period
ending on the last day of any fiscal quarter of the Borrower, the ratio of (a)
Consolidated EBITDA to (b) Consolidated Interest Expense.

      "Interest Payment Date" shall mean (a) as to any Alternate Base Rate Loan
or Swingline Loan, the last day of each March, June, September and December, (b)
as to any LIBOR Rate Loan having an Interest Period of three (3) months or less,
the last day of such Interest Period, and (c) as to any LIBOR Rate Loan having
an Interest Period longer than three (3) months, the day which is three (3)
months after the first day of such Interest Period (and in the case of any LIBOR
Rate Loan having an Interest Period of six (6), nine (9) or twelve (12) months,
the day which is three (3) months after the prior Interest Payment Date) and the
last day of such Interest Period.

      "Interest Period" shall mean, with respect to any LIBOR Rate Loan,

            (i) initially, the period commencing on the Borrowing Date or
      conversion date, as the case may be, with respect to such LIBOR Rate Loan
      and ending one (1), two (2), three (3) or six (6) months and, to the
      extent available to all of the Lenders directly affected thereby, four
      (4), nine (9) or twelve (12) months thereafter, as selected by the
      Borrower in the Notice of Borrowing or Notice of Conversion given with
      respect thereto; and

            (ii) thereafter, each period commencing on the last day of the
      immediately preceding Interest Period applicable to such LIBOR Rate Loan
      and ending one (1), two (2), three (3) or six (6) months and, to the
      extent available to all of the Lenders directly affected thereby, four
      (4), nine (9) or twelve (12) months thereafter, as selected by the
      Borrower by irrevocable notice to the Administrative Agent not less than
      three (3) Business Days prior to the last day of the then current Interest
      Period with respect thereto;

            provided that the foregoing provisions are subject to the following:

                  (A) if any Interest Period pertaining to a LIBOR Rate Loan
            would otherwise end on a day that is not a Business Day, such
            Interest Period shall be extended to the next succeeding Business
            Day unless the result of such extension would be to carry such
            Interest Period into another calendar month in which event such
            Interest Period shall end on the immediately preceding Business Day;

                  (B) any Interest Period pertaining to a LIBOR Rate Loan that
            begins on the last Business Day of a calendar month (or on a day for
            which there is no numerically corresponding day in the calendar
            month at the end of such Interest Period) shall end on the last
            Business Day of the relevant calendar month;

                                       17


                  (C) if the Borrower shall fail to give notice as provided
            above, the Borrower shall be deemed to have selected an Alternate
            Base Rate Loan to replace the affected LIBOR Rate Loan;

                  (D) no Interest Period in respect of any Loan shall otherwise
            extend beyond the applicable Maturity Date for such Loan and,
            further with regard to any Term Loan, no Interest Period shall
            extend beyond any principal amortization payment date unless the
            portion of such Term Loan consisting of Alternate Base Rate Loans
            together with the portion of such Term Loan consisting of LIBOR Rate
            Loans with Interest Periods expiring prior to or concurrently with
            the date such principal amortization payment date is due, is at
            least equal to the amount of such principal amortization payment due
            on such date; and

                  (E) no more than sixteen (16) LIBOR Rate Loans may be in
            effect at any time. For purposes hereof, LIBOR Rate Loans with
            different Interest Periods shall be considered as separate LIBOR
            Rate Loans, even if they shall begin on the same date and have the
            same duration, although borrowings, extensions and conversions may,
            in accordance with the provisions hereof, be combined at the end of
            existing Interest Periods to constitute a new LIBOR Rate Loan with a
            single Interest Period.

      "Investment" shall mean an investment, in cash or by delivery of assets
made, directly or indirectly in, to or from any Person, whether by acquisition
of shares of Capital Stock, property, assets, indebtedness or other obligations
or securities or by loan, advance, capital contribution or otherwise.

      "Investment Tax Credit" shall mean an investment tax credit to which the
Borrower or any of its Restricted Subsidiaries may be entitled pursuant to the
Puerto Rico Agricultural Tax Incentives Act of 1995.

      "Issuing Lender" shall mean (a) with respect to any Existing Letter of
Credit, the financial institutions shown on Schedule 1.1(e) as the issuer of
such Letter of Credit and (b) with respect to any other Letter of Credit, (i)
Wachovia or (ii) Bank One, as applicable.

      "Joinder Agreement" shall mean a Joinder Agreement substantially in the
form of Schedule 5.10, executed and delivered by an Additional Credit Party in
accordance with the provisions of Section 5.10.

      "JPMS" shall mean J.P. Morgan Securities Inc.

      "Lender" shall have the meaning set forth in the first paragraph of this
Agreement.

      "Letter of Credit" shall mean any Existing Letter of Credit and any letter
of credit issued by an Issuing Lender pursuant to the terms of this Agreement
and the LOC Documents, as such Letters of Credit may be amended, modified,
extended, renewed or replaced from time to time.

                                       18


      "Letter of Credit Fee" shall have the meaning set forth in Section 2.7(b).

      "Leverage Ratio" shall mean, with respect to the Borrower and its
Restricted Subsidiaries on a consolidated basis for the twelve (12) month period
ending on the last day of any fiscal quarter, the ratio of (a) Funded Debt of
the Borrower and its Restricted Subsidiaries on a consolidated basis on the last
day of such period, minus cash held on a consolidated basis on such day, to (b)
Consolidated EBITDA for such period.

      "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in the Permitted Currency in which
the applicable Loan is denominated at approximately 11:00 A.M. (London time) two
(2) Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason such rate is not
available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest
Period therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in the Permitted Currency in which the
applicable Loan is denominated at approximately 11:00 A.M. (London time) two (2)
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period; provided, however, if more than one rate is
specified on Reuters Screen LIBO Page, the applicable rate shall be the
arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest
1/100 of 1%). If, for any reason, neither of such rates is available, then
"LIBOR" shall mean the rate per annum at which, as determined by the
Administrative Agent, the Permitted Currency in which the applicable Loan is
denominated in an amount comparable to such LIBOR Rate Loan are being offered to
leading banks at approximately 11:00 A.M. London time, two (2) Business Days
prior to the commencement of the applicable Interest Period for settlement in
immediately available funds by leading banks in the London interbank market for
a period equal to the Interest Period selected.

      "LIBOR Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's LIBOR Lending Office shown on Schedule 9.2; and
thereafter, such other office of such Lender as such Lender may from time to
time specify to the Administrative Agent and the Borrower as the office of such
Lender at which the LIBOR Rate Loans of such Lender are to be made.

      "LIBOR Rate" shall mean:

      (a) with respect to any LIBOR Rate Loan denominated in Dollars, a rate per
annum (rounded upwards, if necessary, to the next higher 1/100th of 1%)
determined by the Administrative Agent pursuant to the following formula:

                                                       LIBOR
                            LIBOR Rate = ------------------------------------
                                         1.00 - Eurodollar Reserve Percentage

      and

                                       19


      (b) with respect to any LIBOR Rate Loan denominated in an Alternative
Currency, a rate per annum (rounded upwards, if necessary, to the next higher
1/100th of 1%) equal to LIBOR.

      "LIBOR Rate Loan" shall mean a Loan the rate of interest applicable to
which is based on the LIBOR Rate.

      "Lien" shall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Capital Lease having
substantially the same economic effect as any of the foregoing).

      "Loan" shall mean a Revolving-1 Loan, a Swingline Loan, the Tranche A-1
Term Loan and/or the Incremental Term Loans, as appropriate.

      "LOC Commitment" shall mean, collectively, the commitment of the Issuing
Lenders to issue Letters of Credit and with respect to each Lender, the
commitment of such Lender to purchase Participation Interests in the Letters of
Credit as provided in Section 2.3(c), as such commitments may be modified from
time to time in accordance with the provisions hereof.

      "LOC Committed Amount" shall have the meaning set forth in Section 2.3(a).

      "LOC Obligations" shall mean, collectively, the Dollar LOC Obligations and
the Multi-currency LOC Obligations.

      "LOC Obligations" shall mean, at any time, the sum of (i) the maximum
amount which is, or at any time thereafter may become, available to be drawn
under Letters of Credit then outstanding, assuming compliance with all
requirements for drawings referred to in such Letters of Credit plus (ii) the
aggregate amount of all drawings under Letters of Credit honored by the relevant
Issuing Lender but not theretofore reimbursed.

      "Mandatory Borrowing" shall have the meaning set forth in Section
2.2(b)(ii).

      "Mandatory Cost" shall mean the percentage rate per annum calculated by
the Administrative Agent in accordance with Schedule 1.1(d).

      "Mandatory Dollar Borrowing" shall have the meaning set forth in Section
2.3(e)(i).

      "Mandatory Multi-currency Borrowing" shall have the meaning set forth in
Section 2.3(e)(ii).

      "Material Adverse Effect" shall mean a material adverse effect on (a) the
business, operations, property, prospects or financial condition of the Borrower
and its Restricted Subsidiaries taken as a whole, (b) the ability of the
Borrower and Guarantors, taken as a whole,

                                       20


to perform their obligations, when such obligations are required to be
performed, under this Agreement or any other Credit Document or (c) the validity
or enforceability of this Agreement or any of the other Credit Documents or the
rights or remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

      "Material Contract" shall mean any contract or other arrangement, whether
written or oral, to which the Borrower or any of its Restricted Subsidiaries is
a party as to which the breach, nonperformance, cancellation or failure to renew
by any party thereto could reasonably be expected to have a Material Adverse
Effect.

      "Material Restricted Subsidiary" shall mean any Restricted Subsidiary
(other than a Receivables Financing SPC) with assets of $500,000 or more;
provided, however, if the aggregate assets of Restricted Subsidiaries (other
than Receivables Financing SPCs) that are not Material Restricted Subsidiaries
at any time exceeds $10,000,000, the Borrower shall designate one or more of
such Restricted Subsidiaries as Material Restricted Subsidiaries such that,
after giving effect to such designations, the aggregate assets of Restricted
Subsidiaries (other than Receivables Financing SPCs) that are not Material
Restricted Subsidiaries shall be less than $10,000,000.

      "Maturity Date" shall mean (i) with respect to the Tranche A-1 Term Loan,
the Tranche A-1 Term Loan Maturity Date, (ii) with respect to each Incremental
Term Loan, the applicable Incremental Term Loan Maturity Date, and (iii) with
respect to the Revolving-1 Loans and the Swingline Loans, the Revolving-1
Commitment Termination Date.

      "Moody's" shall mean Moody's Investors Service, Inc.

      "Mortgage Documents" shall mean the mortgages, deeds of trust or deeds to
secure debt, encumbering the fee interest in the properties listed in Schedule
3.19 as properties owned by the Credit Parties and designated as real property
material to the operations of the Borrower and its Subsidiaries, taken as a
whole (as reasonably determined by the Agents, in consultation with the
Borrower), other than the Excluded Collateral, and any legal opinions, fixture
filings, surveys, environmental reports and other documents delivered in
connection therewith, each as may be amended, modified, restated or supplemented
from time to time.

      "Multi-currency Letter of Credit" shall mean each Letter of Credit issued
under the Multi-currency Revolving-1 Committed Amount pursuant to Section
2.3(a).

      "Multi-currency LOC Obligations" shall mean, at any time, the sum of (i)
the maximum amount which is, or at any time thereafter may become, available to
be drawn under Multi-currency Letters of Credit then outstanding, assuming
compliance with all requirements for drawings referred to in such Multi-currency
Letters of Credit plus (ii) the aggregate amount of all drawings under
Multi-currency Letters of Credit honored by the relevant Issuing Lender but not
theretofore reimbursed.

                                       21


      "Multi-currency Revolving-1 Commitment Percentage" shall mean, for each
Lender, the percentage identified as its Multi-currency Revolving-1 Commitment
Percentage in the Register, as such percentage may be modified from time to time
in accordance with the provisions hereof.

      "Multi-currency Revolving-1 Committed Amount" shall mean the sum of the
Multi-currency Revolving-1 Subcommitments. As of the Closing Date, the
Multi-currency Revolving-1 Committed Amount shall be Five Hundred Million
Dollars ($500,000,000), as such amount may be modified from time in accordance
with the provisions hereof.

      "Multi-currency Revolving-1 Loans" shall have the meaning set forth in
Section 2.1(a)(ii).

      "Multi-currency Revolving-1 Subcommitment" shall mean, with respect to
each Lender, the amount of such Lender's Revolving-1 Commitment available for
Multi-currency Revolving-1 Loans in an aggregate principal amount at any time
outstanding up to such Lender's Multi-currency Revolving-1 Subcommitment as
specified in the Register, as such amount may be modified from time to time in
accordance with the provisions hereof.

      "Multiemployer Plan" shall mean a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

      "Net Cash Proceeds" shall mean the aggregate cash proceeds received by any
Credit Party or any Restricted Subsidiary in respect of any Asset Disposition,
Equity Issuance or Debt Issuance, net of (a) direct costs (including, without
limitation, legal, accounting and investment banking fees, and sales
commissions) and (b) taxes paid or payable as a result thereof; it being
understood that "Net Cash Proceeds" shall include, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration
received by the Borrower or any Restricted Subsidiary in any Asset Disposition,
Equity Issuance or Debt Issuance.

      "New Term Lender" shall have the meaning set forth in Section 2.6(b).

      "Note" or "Notes" shall mean the Revolving-1 Notes, the Swingline Note,
the Tranche A-1 Term Notes and/or the Incremental Term Notes, collectively,
separately or individually, as appropriate. Some or all of the Loans may not be
evidenced by Notes, and consequently, with respect to any Lender that has made
Loans not evidenced by Notes, any reference to a Revolving-1 Note, Tranche A-1
Term Note, Incremental Term Note, or Note, shall, as applicable, be deemed to be
a reference to the related Credit Party Obligations that would be represented by
such a Revolving-1 Note, Tranche A-1 Term Note, Incremental Term Note or Note
had such Lender elected to have its Loans represented by Notes.

      "Notice of Borrowing" shall mean the written notice of borrowing as
referenced and defined in Section 2.1(b)(i).

      "Notice of Conversion/Extension" shall mean the written notice of
extension or conversion as referenced and defined in Section 2.12.

                                       22


      "Obligations" shall mean, collectively, Loans and LOC Obligations.

      "Participants" shall have the meaning set forth in Section 9.6(b).

      "Participation Interest" shall mean the purchase by a Lender of a
participation interest in Swingline Loans as provided in Section 2.2(b)(ii) or
in Letters of Credit as provided in Section 2.3.

      "Participating Member State" shall mean each state so described in any EMU
Legislation.

      "Patent License" shall mean all agreements, whether written or oral,
providing for the grant by or to a Credit Party of any right to manufacture, use
or sell any invention covered by a Patent, including, without limitation, any
thereof referred to in Schedule 3.16.

      "Patents" shall mean (a) all letters patent of the United States or any
other country and all reissues and extensions thereof, including, without
limitation, any thereof referred to in Schedule 3.16, and (b) all applications
for letters patent of the United States or any other country and all divisions,
continuations and continuations-in-part thereof, including, without limitation,
any thereof referred to in Schedule 3.16.

      "PBGC' shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

      "Permitted Acquisition" shall mean an acquisition by the Borrower or any
of its Restricted Subsidiaries which (i) is an acquisition of a Person or assets
of a Person in a line of business permitted by Section 6.3, (ii) is in an amount
not greater than $500,000,000 in total cash consideration (after deducting cash
on the balance sheet of the Person acquired or included in the assets being
acquired) for any single acquisition; provided, however, the total cash
consideration (after deducting cash on the balance sheet of the Person acquired
or included in the assets being acquired) for any single acquisition may exceed
$500,000,000 with the consent of the Required Lenders, (iii) is approved by the
Board of Directors or the requisite shareholders of the Person being acquired or
Person transferring the assets being acquired, (iv) if an acquisition of Capital
Stock of a Person, at least fifty-one percent (51%) of all issued and
outstanding Capital Stock of such Person is acquired, and (v) after giving
effect to such acquisition on a Pro Forma Basis, the Borrower and its Restricted
Subsidiaries are in compliance with each of the financial covenants set forth in
Section 5.9.

      "Permitted Currency" shall mean Dollars or any Alternative Currency, or
each such currency, as the context requires.

      "Permitted Investments" shall mean:

            (a) cash or Cash Equivalents;

                                       23


            (b) Investments outstanding as of the Closing Date and identified in
      Schedule 1.1(b) or other investments outstanding as of the Closing Date
      not exceeding in acquisition cost $20,000,000 in the aggregate;

            (c) Investments by any Subsidiary of the Borrower in the Borrower
      and Investments by any Credit Party or any Restricted Subsidiary in any
      Credit Party or any Restricted Subsidiary (including, but not limited to,
      loans from a Restricted Subsidiary to another Restricted Subsidiary);

            (d) Permitted Acquisitions;

            (e) operating deposit accounts with depository institutions;

            (f) Hedging Agreements;

            (g) (i) Investments permitted under Section 6.4(b), (ii) investments
      received in connection with a disposition permitted by Section 6.4(c) and
      (iii) indemnities executed in connection with the sale of Investment Tax
      Credits;

            (h) Investments by the Borrower and its Subsidiaries in the Capital
      Stock of their Subsidiaries to the extent outstanding as of the Closing
      Date;

            (i) loans and advances to employees in the ordinary course of
      business not exceeding $10,000,000 in the aggregate;

            (j) deposits to secure bids, tenders, utilities, vendors, leases,
      licenses, statutory obligations, surety and appeal bonds and other
      deposits of like nature arising in the ordinary course of business;

            (k) Investments by any Credit Party in a Receivables Financing SPC
      made in connection with a Permitted Receivables Financing;

            (l) Investments by the Borrower and its Subsidiaries in a Captive
      Insurance Company in a cumulative amount from the Closing Date not to
      exceed $75,000,000;

            (m) additional Investments up to but not exceeding $80,000,000 in
      the aggregate during each fiscal year, including investments in
      Unrestricted Subsidiaries; provided, however, that notwithstanding the
      foregoing, the Borrower shall be permitted to make additional investments
      in Unrestricted Subsidiaries during any fiscal year in an amount equal to
      the aggregate amount of dividends and other distributions received by the
      Borrower or its Restricted Subsidiaries from Unrestricted Subsidiaries and
      payments of Indebtedness by an Unrestricted Subsidiary to the Borrower or
      a Restricted Subsidiary during such fiscal year; and

                                       24


            (n) Investments by the Borrower or any of its Restricted
      Subsidiaries, each of which (i) existed before the time of acquisition of
      the Person or assets of the Person who made such investment and (ii) was
      not made in anticipation of such acquisition.

      "Permitted Liens" shall mean:

            (a) Liens created by or otherwise existing, under or in connection
      with this Agreement or the other Credit Documents in favor of the Lenders;

            (b) Liens in connection with Hedging Agreements, but only (i) to the
      extent such Liens secure Hedging Obligations, (ii) to the extent such
      Liens are on the same collateral as to which the Administrative Agent on
      behalf of the Lenders also has a Lien and (iii) if the provider of any
      such Hedging Agreement and the Lenders shall share pari passu in the
      collateral subject to such Liens;

            (c) Liens in existence on the Closing Date and listed on Schedule
      1.1(c) and any renewals or extensions thereof; provided that the property
      covered thereby is not changed and the amount secured or benefited thereby
      is not increased;

            (d) Liens imposed by any Governmental Authority for taxes,
      assessments or charges not yet delinquent or that are being contested in
      good faith and by appropriate proceedings if, unless the amount thereof is
      not material with respect to it or its financial condition, adequate
      reserves with respect thereto are maintained on the books of the Borrower
      or the affected Subsidiaries, as the case may be, in accordance with GAAP;

            (e) carriers', warehousemen's, mechanics', materialmen's,
      landlord's, repairmen's or other like Liens arising in the ordinary course
      of business that are not overdue for a period of more than thirty (30)
      days or that are being contested in good faith and by appropriate
      proceedings;

            (f) Liens securing judgments but only to the extent for an amount
      and for a period not resulting in an Event of Default under Section
      7.1(f);

            (g) pledges or deposits under worker's compensation, unemployment
      insurance and other social security legislation;

            (h) deposits or pledges to secure the performance of bids, trade
      contracts (other than for Indebtedness), leases, licenses, statutory
      obligations, surety and appeal bonds, performance bonds and other
      obligations of a like nature incurred in the ordinary course of business;

            (i) easements, rights-of-way, restrictions and other similar
      encumbrances incurred in the ordinary course of business and encumbrances
      consisting of zoning restrictions, easements, licenses, restrictions on
      the use of Property or minor imperfections in title thereto that, in the
      aggregate, are not material in amount, and that do not in any case
      materially detract from the value of the Property subject thereto or

                                       25


      interfere with the ordinary conduct of the business of the Borrower or any
      of its Subsidiaries;

            (j) Liens upon personal Property acquired after the Closing Date (by
      purchase, construction or otherwise), or upon other assets acquired after
      the Closing Date as a capital expenditure, by the Borrower or any of its
      Restricted Subsidiaries, each of which Liens either (i) existed on such
      assets before the time of its acquisition and was not created in
      anticipation thereof or (ii) was created solely for the purpose of
      securing Indebtedness representing, or incurred to finance, refinance or
      refund, the cost of such assets; provided that (A) no such Lien shall
      extend to or cover any assets of the Borrower or such Restricted
      Subsidiary other than the assets so acquired, (B) the principal amount of
      Indebtedness secured by any such Lien shall at no time exceed the fair
      market value (as determined in good faith by a Responsible Officer of the
      Borrower) of such assets at the time they were acquired, and (C) the
      principal amount of all Indebtedness (other than Indebtedness permitted by
      Section 6.1(c) hereof) secured by such Liens shall not exceed $30,000,000
      in the aggregate;

            (k) Liens upon real Property heretofore leased or leased after the
      Closing Date (under operating or Capital Leases) in the ordinary course of
      business by the Borrower or any of its Subsidiaries in favor of the lessor
      created at the inception of the lease transaction, securing obligations of
      the Borrower or any of its Subsidiaries under or in respect of such lease
      and extending to or covering only the Property subject to such lease and
      improvements thereon;

            (l) Liens of sellers or creditors of sellers of farm products
      encumbering such farm products when sold to any of the Borrower or its
      Subsidiaries pursuant to the Food Security Act of 1985 or pursuant to
      similar state laws to the extent such Liens may be deemed to extend to the
      assets of such Person;

            (m) protective Uniform Commercial Code filings with respect to
      personal Property leased by, or consigned to, any of the Borrower or its
      Subsidiaries;

            (n) Liens upon Capital Stock or assets of Unrestricted Subsidiaries;

            (o) Liens in favor of a Receivables Financing SPC or Receivables
      Financier created or deemed to exist in connection with a Permitted
      Receivables Financing (including any related filings of any financing
      statements), but only to the extent that any such Lien relates to the
      applicable Transferred Assets actually sold, contributed, financed or
      otherwise conveyed or pledged pursuant to such transaction;

            (p) any extension, renewal or replacement of the foregoing;
      provided, however, that the Liens permitted under this clause (p) shall
      not be spread to cover any additional Indebtedness or assets and the
      principal amount of such Indebtedness shall not be increased; and

                                       26


            (q) Liens securing Indebtedness to the extent such Indebtedness is
      permitted pursuant to Section 6.1(c), (g) or (j).

      "Permitted Receivables Financing" shall mean any one or more receivables
financings in which (a) any Credit Party or any Restricted Subsidiary (i) sells
(as determined in accordance with GAAP) any accounts (as defined in the Uniform
Commercial Code as in effect in the State of New York), payment intangibles (as
defined in the Uniform Commercial Code as in effect in the State of New York),
notes receivable, rights to future lease payments or residuals (collectively,
together with certain property relating thereto and the right to collections
thereon, being the "Transferred Assets") to any Person that is not a Subsidiary
or Affiliate of the Borrower (with respect to any such transaction, the
"Receivables Financier"), (ii) borrows from such Receivables Financier and
secures such borrowings by a pledge of such Transferred Assets and/or (iii)
otherwise finances its acquisition of such Transferred Assets and, in connection
therewith, conveys an interest in such Transferred Assets to the Receivables
Financier or (b) any Credit Party or any Restricted Subsidiary sells, conveys or
otherwise contributes any Transferred Assets to a Receivables Financing SPC,
which Receivables Financing SPC then (i) sells (as determined in accordance with
GAAP) any such Transferred Assets (or an interest therein) to any Receivables
Financier, (ii) borrows from such Receivables Financier and secures such
borrowings by a pledge of such Transferred Assets or (iii) otherwise finances
its acquisition of such Transferred Assets and, in connection therewith, conveys
an interest in such Transferred Assets to the Receivables Financier, provided
that (A) the aggregate Attributed Principal Amount for all such financings shall
not at any time exceed $600,000,000 and (B) such financings shall not involve
any recourse to any Credit Party or any Restricted Subsidiary for any reason
other than (x) repurchases of non-eligible assets or (y) indemnifications for
losses other than credit losses related to the Transferred Assets.

      "Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

      "Plan" shall mean, at any particular time, any employee benefit plan which
is covered by Title IV of ERISA and in respect of which the Borrower or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

      "Pledge Agreement" shall mean the Pledge Agreement dated as of December
21, 2001 given by the Borrower and certain of the other Credit Parties to the
Administrative Agent, and any other pledge agreement executed by any of the
Credit Parties and delivered pursuant to the terms hereof, each as amended,
modified or supplemented from time to time in accordance with its terms.

      "Prime Rate" shall have the meaning set forth in the definition of
Alternate Base Rate.

      "Pro Forma Basis" shall mean, with respect to any Permitted Acquisition or
any dividend made pursuant to Section 6.10, that such Permitted Acquisition or
dividend shall be deemed to have occurred or been made, as applicable, as of the
first day of the four (4) fiscal-quarter period

                                       27


ending as of the most recent fiscal quarter end preceding the date of such
Permitted Acquisition or dividend.

      "Property" shall mean any tangible property or assets, whether real or
personal.

      "Purchasing Lenders" shall have the meaning set forth in Section 9.6(c).

      "Reaffirmation Agreement" shall mean the Master Amendment and
Reaffirmation Agreement dated as of the date hereof and substantially in the
form of Schedule 1.1(f), executed by the Administrative Agent and each of the
initial Credit Parties, as amended, modified or supplemented from time to time
in accordance with its terms.

      "Real Properties" shall have the meaning set forth in Section 3.10(a).

      "Receivables Financier" shall have the meaning set forth in the definition
of Permitted Receivables Financing.

      "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.

      "Recovery Event" shall mean the receipt by the Borrower or any of its
Restricted Subsidiaries of any cash insurance proceeds or condemnation award
payable by reason of theft, loss, physical destruction or damage, taking or
similar event with respect to any of their respective property or assets.

      "Register" shall have the meaning set forth in Section 9.6(d).

      "Reorganization" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning of such term as
used in Section 4241 of ERISA.

      "Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty-day notice
period is waived under PBGC Reg. Section 4043.

      "Required Lenders" shall mean Lenders holding in the aggregate greater
than fifty percent (50%) of (i) the outstanding Loans plus the aggregate unused
Revolving-1 Commitments at such time (and Participation Interests therein)
(treating for purposes hereof in the case of Swingline Loans and LOC
Obligations, in the case of the Swingline Lender and the Issuing Lender, only
the portion of the Swingline Loans and the LOC Obligations of the Swingline
Lender and the Issuing Lender, respectively, which is not subject to the
Participation Interests of the other Lenders and, in the case of the Lenders
other than the Swingline Lender and the Issuing Lender, the Participation
Interests of such Lenders in Swingline Loans and LOC Obligations hereunder as
direct Obligations of such Lenders) or (ii) if the Commitments have been

                                       28


terminated, the outstanding Loans and Participation Interests (including the
Participation Interests of the Swingline Lender in Swingline Loans and the
Participation Interests of the Issuing Lender in any Letters of Credit);
provided, however, that if any Lender shall be a Defaulting Lender at such time,
then there shall be excluded from the determination of Required Lenders,
Obligations (including Participation Interests) owing to such Defaulting Lender
and such Defaulting Lender's Commitments or, after termination of the
Commitments, the principal balance of the Obligations owing to such Defaulting
Lender.

      "Requirement of Law" shall mean, as to any Person, the Certificate of
Incorporation and By-laws or other organizational or governing documents of such
Person, and each law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

      "Responsible Officer" of any Person shall mean the President, the Chief
Executive Officer, the Chief Financial Officer or the Vice President/Treasurer
of such Person.

      "Restricted Payment" shall mean (a) any dividend or other distribution,
direct or indirect, on account of any shares of any class of Capital Stock of
the Borrower or any of its Restricted Subsidiaries, now or hereafter
outstanding, (b) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of
any class of Capital Stock of the Borrower or any of its Restricted
Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or
to obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of Capital Stock of the Borrower or any of its
Restricted Subsidiaries, now or hereafter outstanding, or (d) any payment or
prepayment of principal or premium, if any, or interest on, redemption,
purchase, retirement defeasance, sinking fund or similar payment with respect
to, any Subordinated Indebtedness.

      "Restricted Subsidiaries" shall mean the Subsidiaries of the Borrower
other than the Unrestricted Subsidiaries.

      "Revaluation Date" shall mean (a) with respect to any Alternative Currency
Loan, each of the following: (i) each date of a borrowing of such Alternative
Currency Loan, (ii) each date of a continuation of such Alternative Currency
Loan, and (iii) following the occurrence and during the continuance of an Event
of Default, such additional dates as the Administrative Agent shall determine or
the Required Lenders shall require; and (b) with respect to any Multi-currency
Letter of Credit denominated in an Alternative Currency, each of the following:
(i) each date of issuance of such Multi-currency Letter of Credit, (ii) each
date of an amendment of such Multi-currency Letter of Credit having the effect
of increasing the amount thereof (solely with respect to the increased amount),
(iii) each date of any payment by the Issuing Lender of any drawing under any
Multi-currency Letter of Credit denominated in an Alternative Currency, and (iv)
following the occurrence and during the continuance of an Event of Default, such
additional dates as the Administrative Agent or the L/C Issuer shall determine
or the Required Lenders shall require.

                                       29


      "Revolving-1 Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to (a) make Dollar Revolving-1 Loans in an aggregate
principal amount at any time outstanding up to the amount of such Lender's
Dollar Revolving-1 Subcommitment as specified in the Register, and (b) make
Multi-currency Revolving-1 Loans in an aggregate principal amount at any time
outstanding up to such Lender's Multi-currency Revolving-1 Subcommitment as
specified in the Register, in each case, as such amounts may be modified from
time to time in accordance with the provisions hereof. The aggregate amount of
all of the Revolving-1 Commitments on the Closing Date is One Billion Five
Hundred Million Dollars ($1,500,000,000).

      "Revolving-1 Commitment Termination Date" shall mean August 13, 2009.

      "Revolving-1 Committed Amount" shall mean, collectively, the Dollar
Revolving-1 Committed Amount and the Multi-currency Revolving-1 Committed
Amount.

      "Revolving-1 Loans" shall mean, collectively, the Dollar Revolving-1 Loans
and the Multi-currency Revolving-1 Loans.

      "Revolving-1 Note" or "Revolving-1 Notes" shall mean the promissory notes
of the Borrower in favor of each of the Lenders evidencing the Revolving-1 Loans
provided pursuant to Section 2.1(d), individually or collectively, as
appropriate, as such promissory notes may be amended, modified, supplemented,
extended, renewed or replaced from time to time.

      "S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc.

      "Scheduled Funded Debt Payments" shall mean, as of any date of
determination for the Borrower and its Restricted Subsidiaries, the sum of all
scheduled payments of principal on Funded Debt for the applicable period ending
on the date of determination (including the principal component of payments due
on Capital Leases during the applicable period ending on the date of
determination).

      "SEC" shall mean the Securities and Exchange Commission or any successor
thereto.

      "Security Agreement" shall mean the Security Agreement dated as of
December 21, 2001 given by the Borrower and the other Credit Parties to the
Administrative Agent, and any other security agreement executed by any of the
Credit Parties and delivered pursuant to the terms hereof, each as amended,
modified or supplemented from time to time in accordance with its terms.

      "Security Documents" shall mean the Security Agreement, the Pledge
Agreement, the Mortgage Documents, the Intercreditor Agreement, the
Reaffirmation 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.

                                       30


      "Senior Notes" shall mean those certain Senior Debt Securities issued
pursuant to the terms of the Indenture dated as of January 15, 1998 by and
between Dean Holding Company and The Bank of New York, as trustee, and issued
pursuant to the Indenture dated as of January 15, 1995 by and between Dean
Holding Company and Bank of America Illinois, as trustee, in an aggregate
principal amount of $700,000,000.

      "Single Employer Plan" shall mean any Plan which is not a Multiemployer
Plan.

      "Specified Sales" shall mean (a) the sale, transfer, lease or other
disposition of inventory and materials in the ordinary course of business, (b)
the sale, transfer, lease or other disposition of obsolete or worn-out property
or assets in the ordinary course of business, (c) the sale, transfer or other
disposition of Permitted Investments described in clause (a) of the definition
thereof, and (d) the sale, transfer or other disposition of Capital Stock of
Unrestricted Subsidiaries.

      "Subordinated Indebtedness" shall mean any publicly issued Indebtedness
specifically subordinated in right of payment and priority to the Credit Party
Obligations, with customary payment blockage and other provisions, having a
maturity no earlier than the date which is one (1) year after the later of (a)
the Tranche A-1 Term Loan Maturity Date and (b) any Incremental Term Loan
Maturity Date, and which shall otherwise be on terms and conditions reasonably
satisfactory to the Agents.

      "Subsidiary" shall mean, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrower.

      "Swingline Commitment" shall mean the commitment of the Swingline Lender
to make Swingline Loans in an aggregate principal amount at any time outstanding
up to the Swingline Committed Amount, and the commitment of the Lenders to
purchase Participation Interests in the Swingline Loans as provided in Section
2.2(b)(ii), as such amounts may be modified from time to time in accordance with
the provisions hereof.

      "Swingline Committed Amount" shall mean the amount of the Swingline
Lender's Swingline Commitment as specified in Section 2.2(a), as such amount may
be modified from time to time in accordance with the provisions hereof.

      "Swingline Lender" shall mean Wachovia, in its capacity as such.

      "Swingline Loan" or "Swingline Loans" shall have the meaning set forth in
Section 2.2(a).

                                       31


      "Swingline Note" shall mean the promissory note of the Borrower in favor
of the Swingline Lender evidencing the Swingline Loans provided pursuant to
Section 2.2(d), as such promissory note may be amended, modified, supplemented,
extended, renewed or replaced from time to time.

      "TARGET Day" shall mean any day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such
payment system ceases to be operative, such other payment system (if any)
determined by the Administrative Agent to be a suitable replacement) is open for
the settlement of payments in euro.

      "Taxes" shall have the meaning set forth in Section 2.20(a).

      "Term Loans" shall mean collectively, the Tranche A-1 Term Loans and the
Incremental Term Loans.

      "Trademark License" shall mean any agreement, written or oral, providing
for the grant by or to a Credit Party of any right to use any Trademark,
including, without limitation, any thereof referred to in Schedule 3.16.

      "Trademarks" shall mean (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade dress and
service marks, logos and other source or business identifiers, and the goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof, or otherwise, including, without
limitation, any thereof referred to in Schedule 3.16, and (b) all renewals
thereof, including, without limitation, any thereof referred to in Schedule
3.16.

      "Tranche" shall mean the collective reference to LIBOR Rate Loans whose
Interest Periods begin and end on the same day. A Tranche may sometimes be
referred to as a "LIBOR Tranche".

      "Tranche A-1 Term Loan" shall have the meaning set forth in Section
2.4(a).

      "Tranche A-1 Term Loan Commitment" shall mean, with respect to each
Lender, the commitment of such Lender to make its portion of the Tranche A-1
Term Loan in a principal amount equal to such Lender's Tranche A-1 Term Loan
Commitment Percentage of the Tranche A-1 Term Loan Committed Amount (and for
purposes of making determinations of Required Lenders hereunder after the
Closing Date, the principal amount outstanding on the Tranche A-1 Term Loan).

      "Tranche A-1 Term Loan Commitment Percentage" shall mean, for any Lender,
the percentage identified as its Tranche A-1 Term Loan Commitment Percentage in
the Register, as such percentage may be modified in connection with any
assignment made in accordance with the provisions of Section 2.23 or 9.6.

                                       32


      "Tranche A-1 Term Loan Committed Amount" shall have the meaning set forth
in Section 2.4(a).

      "Tranche A-1 Term Loan Maturity Date" shall mean August 13, 2009.

      "Tranche A-1 Term Note" or "Tranche A-1 Term Notes" shall mean the
promissory notes of the Borrower in favor of each of the Lenders evidencing the
portion of the Tranche A-1 Term Loan provided pursuant to Section 2.4(c),
individually or collectively, as appropriate, as such promissory notes may be
amended, modified, restated, supplemented, extended, renewed or replaced from
time to time.

      "Transfer Effective Date" shall have the meaning set forth in each
Commitment Transfer Supplement.

      "Transferred Assets" shall have the meaning set forth in the definition of
Permitted Receivables Financing.

      "Treaty on European Union" shall mean the Treaty of Rome of March 25,
1957, as amended by the Single European Act of 1986 and the Maastricht Treaty
(signed February 7, 1992), as amended from time to time.

      "2.20 Certificate" shall have the meaning set forth in Section 2.20(b).

      "Type" shall mean, as to any Loan, its nature as an Alternate Base Rate
Loan, LIBOR Rate Loan or Swingline Loan, as the case may be.

      "Unrestricted Subsidiaries" shall mean (a) Regan LLC, Colorado ES LLC,
Curan LLC, Neptune Colorado, LLC, Importadora y Distribuidora Dean Foods, S.A.
de C.V. and Tenedora Dean Foods Internacional, S.A. de C.V., (b) Franklin
Holdings, Inc., and its Subsidiaries (including Dixie Holding, Inc., and
Franklin Plastics, Inc.), (c) each Captive Insurance Company and (d) any other
Subsidiary of the Borrower designated by the Borrower as such in writing in
accordance with Section 5.10(d); it being understood and agreed that (i) the
term "Unrestricted Subsidiary" shall include all Subsidiaries of any such
designated Subsidiary, and (ii) any Unrestricted Subsidiary may subsequently be
designated by the Borrower as a Restricted Subsidiary subject to the terms of
Section 5.10(d).

      "Voting Stock" shall mean, with respect to any Person, Capital Stock
issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

      "Wachovia" shall mean Wachovia Bank, National Association, a national
banking association and its successors and assigns.

      "WCM" shall mean Wachovia Capital Markets, LLC.

                                       33


      SECTION 1.2 OTHER DEFINITIONAL PROVISIONS.

      (a) Unless otherwise specified therein, all terms defined in this
Agreement shall have such defined meanings when used in the Notes or other
Credit Documents or any certificate or other document made or delivered pursuant
hereto.

      (b) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, subsection,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

      (c) The word "including" is by way of example and not limitation.

      (d) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

      SECTION 1.3 ACCOUNTING TERMS.

      Unless otherwise specified herein, all accounting terms used herein shall
be interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent with the most recent audited
consolidated financial statements of the Borrower delivered to the Lenders;
provided that, if the Borrower notifies the Administrative Agent that it wishes
to amend any covenant in Section 5.9 to eliminate the effect of any change in
GAAP on the operation of such covenant (or if the Administrative Agent notifies
the Borrower that the Required Lenders wish to amend Section 5.9 for such
purpose), then the Credit Parties' compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant
is amended in a manner satisfactory to the Borrower and the Required Lenders.

      The Borrower shall deliver to the Administrative Agent and each Lender at
the same time as the delivery of any annual or quarterly financial statements
given in accordance with the provisions of Section 5.1, (i) a description in
reasonable detail of any material change in the application of accounting
principles employed in the preparation of such financial statements from those
applied in the most recently preceding quarterly or annual financial statements
as to which no objection shall have been made in accordance with the provisions
above and (ii) a reasonable estimate of the effect on the financial statements
on account of such changes in application.

                                   ARTICLE II

                           THE LOANS; AMOUNT AND TERMS

      SECTION 2.1 REVOLVING-1 LOANS

                                       34


      (a)   Revolving-1 Commitment.

            (i)   Dollar Revolving-1 Loans. During the Commitment Period,
                  subject to the terms and conditions hereof, each Lender with a
Dollar Revolving-1 Subcommitment severally agrees to make revolving credit loans
in Dollars ("Dollar Revolving-1 Loans") to the Borrower from time to time for
the purposes hereinafter set forth; provided, however, that (i) with regard to
each Lender individually, the sum of such Lender's share of outstanding Dollar
Revolving-1 Loans plus such Lender's Dollar Revolving-1 Commitment Percentage of
Swingline Loans plus such Lender's Dollar Revolving-1 Commitment Percentage of
Dollar LOC Obligations shall not exceed such Lender's Dollar Revolving-1
Subcommitment and (ii) with regard to the Lenders collectively, the sum of the
aggregate amount of outstanding Dollar Revolving-1 Loans plus Swingline Loans
plus Dollar LOC Obligations shall not exceed the Dollar Revolving-1 Committed
Amount. Dollar Revolving-1 Loans may consist of Alternate Base Rate Loans or
LIBOR Rate Loans, or a combination thereof, as the Borrower may request, and may
be repaid and reborrowed in accordance with the provisions hereof. LIBOR Rate
Loans shall be made by each Lender at its LIBOR Lending Office and Alternate
Base Rate Loans at its Domestic Lending Office.

            (ii)  Multi-currency Revolving-1 Loans. During the Commitment
Period, subject to the terms and conditions hereof, each Lender with a
Multi-currency Revolving-1 Subcommitment severally agrees to make revolving
credit loans in a Permitted Currency ("Multi-currency Revolving-1 Loans") to the
Borrower from time to time for the purposes hereinafter set forth; provided,
however, that (i) with regard to each Lender individually, the sum of the Dollar
Amount of such Lender's share of outstanding Multi-currency Revolving-1 Loans
plus such Lender's Multi-currency Revolving-1 Commitment Percentage of the
Dollar Amount of Multi-currency LOC Obligations shall not exceed such Lender's
Multi-currency Revolving-1 Subcommitment and (ii) with regard to the Lenders
collectively, the sum of the aggregate Dollar Amount of outstanding
Multi-currency Revolving-1 Loans plus the Dollar Amount of Multi-currency LOC
Obligations shall not exceed the Multi-currency Revolving-1 Committed Amount.
Multi-currency Revolving-1 Loans denominated in Dollars may consist of Alternate
Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower
may request, and may be repaid and reborrowed in accordance with the provisions
hereof. Alternative Currency Loans must be LIBOR Rate Loans, shall be funded in
an amount equal to the Alternative Currency Amount of such Alternative Currency
Loan and may be repaid and reborrowed in accordance with the provisions hereof.
LIBOR Rate Loans shall be made by each Lender at its LIBOR Lending Office and
Alternate Base Rate Loans at its Domestic Lending Office.

      (b)   Revolving-1 Loan Borrowings.

            (i)   Notice of Borrowing. The Borrower shall request Revolving-1
Loans by written notice (or telephone notice promptly confirmed in writing which
confirmation may be by fax) to the Administrative Agent not later than 1:30 P.M.
(Charlotte, North Carolina time) (A) on the date of the requested borrowing in
the case of Alternate Base Rate Loans, (B) on the third (3rd) Business Day prior
to the date of the requested borrowing in the case of LIBOR Rate Loans
denominated in Dollars and (C) on the fourth (4th) Business Day prior to the
date of the requested

                                       35


borrowing in the case of Alternative Currency Loans. Each such request for
borrowing shall be irrevocable and shall specify (1) that a Revolving-1 Loan is
requested, (2) the date of the requested borrowing (which shall be a Business
Day), (3) the aggregate principal amount to be borrowed, (4) whether the
borrowing is to be made under the Dollar Revolving-1 Subcommitment or the
Multi-currency Revolving-1 Subcommitment, (5) if such borrowing is to be made
under the Multi-currency Revolving-1 Subcommitment, whether the borrowing shall
be denominated in Dollars or an Alternative Currency, (6) if such borrowing is
denominated in Dollars, whether the borrowing shall be comprised of Alternate
Base Rate Loans, LIBOR Rate Loans or a combination thereof, and (7) if LIBOR
Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of
Borrowing (a "Notice of Borrowing") is attached hereto as Schedule 2.1(b)(i). If
the Borrower shall fail to specify in any such Notice of Borrowing (I) an
applicable Interest Period in the case of a LIBOR Rate Loan, then such notice
shall be deemed to be a request for an Interest Period of one (1) month, (II)
the Type of Revolving-1 Loan requested, then such notice shall be deemed to be a
request for an Alternate Base Rate Loan, or (III) the applicable portion for the
Revolving-1 Loan requested, then such notice shall be deemed to be a request for
first, a Dollar Revolving-1 Loan (up to the Dollar Revolving-1 Committed
Amount), and then a Multi-currency Revolving-1 Loan denominated in Dollars (up
to the Multi-currency Revolving-1 Committed Amount). The Administrative Agent
shall give notice to each Lender promptly upon receipt of each Notice of
Borrowing, the contents thereof and each such Lender's share thereof.

            (ii)  Advances of Revolving-1 Loans Denominated in Dollars. Each
Lender will make its Dollar Revolving-1 Commitment Percentage of each Dollar
Revolving-1 Loan borrowing, or its Multi-currency Revolving-1 Commitment
Percentage of each Multi-currency Revolving-1 Loan borrowing denominated in
Dollars, as applicable, available to the Administrative Agent for the account of
the Borrower at the office of the Administrative Agent specified in Section 9.2,
or at such other office as the Administrative Agent may designate in writing, by
4:00 P.M. (Charlotte, North Carolina time) on the date specified in the
applicable Notice of Borrowing in Dollars and in funds immediately available to
the Administrative Agent. Such borrowing will then be made available to the
Borrower by the Administrative Agent by crediting the account of the Borrower on
the books of such office with the aggregate of the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.

            (iii) Advances of Alternative Currency Loans. Each Lender will make
its Multi-currency Revolving-1 Commitment Percentage of the Alternative Currency
Amount of each Alternative Currency Loan borrowing available to the
Administrative Agent for the account of the Borrower at the office of the
Administrative Agent's Correspondent specified in Section 9.2, or at such other
office as the Administrative Agent may designate in writing, by 11:00 A.M. (the
time of the Administrative Agent's Correspondent) on the date specified in the
applicable Notice of Borrowing in the Alternative Currency of the Alternative
Currency Loan to be made and in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to the Borrower
by the Administrative Agent by crediting the account of the Borrower on the
books of such office with the aggregate of the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.

                                       36


      (c)   Repayment. The principal amount of all Revolving-1 Loans shall be
due and payable in full, in the currency in which each Revolving-1 Loan was
initially funded, on the Revolving-1 Commitment Termination Date.

      (d)   Revolving-1 Notes. Each Lender's Revolving-1 Loans may, at the
election of such Lender, be evidenced by a Revolving-1 Note of the Borrower to
such Lender in the original amount of such Lender's Revolving-1 Commitment and
in substantially the form of Schedule 2.1(d).

      (e)   Increases in Revolving-1 Committed Amount.

            (i)   At any time prior to the Revolving-1 Commitment Termination
Date, the Borrower shall have the ability, in consultation with the Agents, to
request increases in the Revolving-1 Committed Amount; provided that (A) no
Lender shall have any obligation to increase its Revolving-1 Commitment, (B) the
Borrower shall only be permitted to request such an increase on four (4)
separate occasions, (C) each such requested increase shall be in a minimum
principal amount of $50,000,000 or, if less, the remaining amount permitted
pursuant to clause (D) below, (D) in no event shall the aggregate amount of all
such increases plus the aggregate principal outstanding amount of all
Incremental Term Loans exceed $500,000,000, (E) no Default or Event of Default
shall have occurred and be continuing or would result from the proposed
increase, and (F) the Borrower shall have demonstrated pro forma compliance with
all financial covenants set forth in Section 5.9 before and after giving effect
to such increase. The Borrower shall specify in such notice whether the
requested increase is to be applied to the Dollar Revolving-1 Committed Amount,
the Multi-currency Revolving-1 Committed Amount or a combination thereof, and,
if a combination thereof, the amount allocable to each.

            (ii)  The Administrative Agent shall promptly give notice of such
requested increase to the Lenders. Each Lender shall notify the Administrative
Agent within ten (10) Business Days (or such longer period of time which may be
agreed upon by the Administrative Agent and the Borrower and communicated to the
Lenders) from the date of delivery of such notice to the Lenders whether or not
it agrees to increase its Revolving-1 Commitment and, if so, by what amount. Any
Lender not responding within such time period shall be deemed to have declined
to increase its Revolving-1 Commitment. The Administrative Agent shall notify
the Borrower of the Lenders' responses to each request made hereunder. The
Borrower may also invite additional Purchasing Lenders which meet the
requirements set forth in Section 9.6(c) to become Lenders pursuant to a joinder
agreement in form and substance reasonably satisfactory to the Administrative
Agent.

            (iii) The outstanding Revolving-1 Loans will be reallocated on the
effective date of such increase among the Lenders in accordance with their
revised Commitment Percentages (and the Lenders agree to make all payments and
adjustments necessary to effect the reallocation and the Borrower shall pay any
and all costs required pursuant to Section 2.19 in connection with such
reallocation as if such reallocation were a repayment).

      SECTION 2.2 SWINGLINE LOAN SUBFACILITY

                                       37


      (a)   Swingline Commitment. During the Commitment Period, subject to the
terms and conditions hereof, the Swingline Lender, in its individual capacity,
agrees to make certain revolving credit loans to the Borrower (each a "Swingline
Loan" and, collectively, the "Swingline Loans") for the purposes hereinafter set
forth; provided, however, (i) the aggregate amount of Swingline Loans
outstanding at any time shall not exceed ONE HUNDRED MILLION DOLLARS
($100,000,000) (the "Swingline Committed Amount"), and (ii) the sum of the
aggregate amount of outstanding Dollar Revolving-1 Loans plus Swingline Loans
plus Dollar LOC Obligations shall not exceed the Dollar Revolving-1 Committed
Amount. Swingline Loans hereunder may be repaid and reborrowed in accordance
with the provisions hereof.

      (b)   Swingline Loan Borrowings.

            (i)   Notice of Borrowing and Disbursement. The Swingline Lender
will make Swingline Loans available to the Borrower on any Business Day upon
request made by the Borrower not later than 4:00 P.M. (Charlotte, North Carolina
time) on such Business Day. A request for a Swingline Loan borrowing shall be
made in the form of a Notice of Borrowing with appropriate modifications.
Swingline Loan borrowings hereunder shall be made in minimum amounts of $100,000
and integral multiples of $100,000 in excess thereof.

            (ii)  Repayment of Swingline Loans. Each Swingline Loan borrowing
shall be due and payable on or before the fifth (5th) Business Day after the
date on which such Swingline Loan borrowing is made or such later date to which
the Swingline Lender and the Borrower agree and, in any event, on the Maturity
Date. The Swingline Lender may, at any time, in its sole discretion, by written
notice to the Borrower and the Administrative Agent, demand repayment of its
Swingline Loans by way of a Dollar Revolving-1 Loan borrowing, in which case the
Borrower shall be deemed to have requested a Dollar Revolving-1 Loan borrowing
comprised entirely of Alternate Base Rate Loans in the amount of such Swingline
Loans; provided, however, that, in the following circumstances, any such demand
shall also be deemed to have been given one (1) Business Day prior to each of
(i) the Maturity Date, (ii) the occurrence of any Event of Default described in
Section 7.1(e), (iii) upon acceleration of any Credit Party Obligations
hereunder, whether on account of an Event of Default described in Section 7.1(e)
or any other Event of Default, and (iv) the exercise of remedies in accordance
with the provisions of Section 7.2 (each such Dollar Revolving-1 Loan borrowing
made on account of any such deemed request therefor as provided herein being
hereinafter referred to as a "Mandatory Borrowing"). Each Lender with a Dollar
Revolving-1 Subcommitment hereby irrevocably agrees to make such Dollar
Revolving-1 Loans promptly 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
Dollar Revolving-1 Loans otherwise required hereunder, (II) whether any
conditions specified in Section 4.1 are then satisfied, (III) whether a Default
or an Event of Default then exists, (IV) failure of any such request or deemed
request for Dollar Revolving-1 Loans to be made by the time otherwise required
in Section 2.1(b)(i), (V) the date of such Mandatory Borrowing, or (VI) any
reduction in the Dollar Revolving-1 Committed Amount or any termination of the
Dollar Revolving-1 Subcommitments immediately prior to such Mandatory Borrowing
or

                                       38


contemporaneously therewith. 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 Lender with a Dollar Revolving-1
Subcommitment hereby agrees that it shall forthwith purchase (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)
from the Swingline Lender such participations in the outstanding Swingline Loans
as shall be necessary to cause each such Lender to share in such Swingline Loans
ratably based upon its respective Dollar Revolving-1 Commitment Percentage
(determined before giving effect to any termination of the Commitments pursuant
to Section 7.2), provided that (A) all interest payable on the Swingline Loans
shall be for the account of the Swingline Lender until the date as of which the
respective participation is purchased, and (B) at the time any purchase of
participations pursuant to this sentence is actually made, the purchasing Lender
shall be required to pay to the Swingline Lender interest on the principal
amount of such participation purchased for each day from and including the day
upon which the Mandatory Borrowing would otherwise have occurred to but
excluding the date of payment for such participation, at the rate equal to, if
paid within two (2) Business Days of the date of such Mandatory Borrowing, the
Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate
Base Rate.

      (c)   Interest on Swingline Loans. Subject to the provisions of Section
2.11(b), Swingline Loans shall bear interest at a per annum rate equal to the
lesser of (i) the Alternate Base Rate plus the Applicable Percentage for Dollar
Revolving-1 Loans that are Alternate Base Rate Loans or (ii) a rate agreed upon
by the Swingline Lender and the Borrower. Interest on Swingline Loans shall be
payable in arrears on each Interest Payment Date.

      (d)   Swingline Note. The Swingline Loans may, at the election of the
Swingline Lender, be evidenced by a Swingline Note of the Borrower to the
Swingline Lender in the original amount of the Swingline Committed Amount and
substantially in the form of Schedule 2.2(d).

      SECTION 2.3 LETTER OF CREDIT SUBFACILITY.

      (a)   Issuance. 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-1
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 Dollar Amount of all
LOC Obligations shall not at any time exceed TWO HUNDRED FIFTY MILLION DOLLARS
($250,000,000) (the "LOC Committed Amount"), (ii) the sum of the aggregate
amount of Dollar Revolving-1 Loans plus Swingline Loans plus Dollar LOC
Obligations shall not at any time exceed the Dollar Revolving-1 Committed
Amount, (iii) the sum of the aggregate Dollar Amount of Multi-currency
Revolving-1 Loans plus the Dollar Amount of Multi-currency LOC Obligations shall
not at any time exceed the Multi-currency Revolving-1 Committed Amount, (iv) all
Dollar Letters of Credit shall be denominated in Dollars, (v) all Multi-currency

                                       39


Letters of Credit shall be denominated in a Permitted Currency, and (vi) all
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. Except
as otherwise expressly agreed upon by the applicable Issuing Lender and the
Administrative Agent, no Letter of Credit shall have an original expiry date
more than twelve (12) months from the date of issuance; provided, however, (i)
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 twelve (12) months from the date of issuance if 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-1 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. All Existing Letters of Credit shall 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 Agreement. All Existing Letters of Credit shall
be deemed to be Dollar Letters of Credit.

      (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 (i) at least three (3) Business Days prior to the requested
date of issuance of a Letter of Credit denominated in Dollars and (ii) at least
four (4) Business Days prior to the requested date of issuance of a Letter of
Credit denominated in an Alternative Currency, and shall specify (A) whether the
Letter of Credit is to be issued as a Dollar Letter of Credit or a
Multi-currency Letter of Credit and (B) if such Letter of Credit is to be issued
as a Multi-currency Letter of Credit, whether the Letter of Credit shall be
denominated in Dollars or an Alternative Currency. Each Issuing Lender will
promptly upon request provide to the Administrative Agent for dissemination to
the Lenders a detailed report specifying the Dollar Letters of Credit and
Multi-currency 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. Each Issuing Lender will
further provide to the Administrative Agent promptly upon request copies of the
Letters of Credit 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.

            (i)   Dollar Letters of Credit. Each Lender with a Dollar
Revolving-1 Subcommitment, upon issuance of a Dollar Letter of Credit (other
than a Dollar 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 Dollar 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 Dollar Revolving-1 Commitment Percentage of the obligations under such
Dollar Letter of Credit (including each

                                       40


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 Dollar
Revolving-1 Commitment Percentage of the obligations arising under such Dollar
Letter of Credit, unless the applicable Issuing Lender acted with gross
negligence or willful misconduct in issuing such Dollar Letter of Credit.

            (ii)  Multi-currency Letters of Credit. Each Lender with a
Multi-currency Revolving-1 Subcommitment, upon issuance of a Multi-currency
Letter of Credit (other than a Multi-currency Letter of Credit in an original
face amount of less than $1,000,000 or, with respect to any Multicurrency Letter
of Credit denominated in an Alternative Currency, the Alternative Currency
Amount of $1,000,000), shall be deemed to have purchased without recourse a risk
participation from the applicable Issuing Lender in such Multi-currency Letter
of Credit and the obligations arising thereunder and any collateral relating
thereto, in each case in an amount equal to its Multi-currency Revolving-1
Commitment Percentage of the obligations under such Multi-currency 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 Multi-currency Revolving-1
Commitment Percentage of the obligations arising under such Multi-currency
Letter of Credit, unless the applicable Issuing Lender acted with gross
negligence or willful misconduct in issuing such Multi-currency Letter of
Credit.

            (iii) Without limiting the scope and nature of each Lender's
participation in any Letter of Credit, to the extent that an Issuing Lender has
not been reimbursed as required hereunder or under any LOC Document, each such
Lender shall pay to such Issuing Lender its Dollar Revolving-1 Commitment
Percentage or Multi-currency Revolving-1 Commitment Percentage, as applicable,
of such unreimbursed drawing in same day funds on the day of notification by
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 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-1 Loan obtained hereunder or otherwise) in same day
funds in the applicable Permitted Currency in which such Letter of Credit was
denominated, as provided herein or in the LOC Documents. If the Borrower shall
fail to reimburse such Issuing Lender as provided herein, the unreimbursed
Dollar 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 such Issuing Lender,

                                       41


the Borrower shall be deemed to have requested a Dollar Revolving-1 Loan (in the
case of a Dollar Letter of Credit) or Multi-currency Revolving-1 Loan (in the
case of a Multi-currency Letter of Credit), in the Dollar Amount of the drawing
as provided in subsection (e) 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 applicable Issuing Lender, the
Administrative Agent, any of 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 applicable Lenders of the
Dollar Amount of any unreimbursed drawing and each applicable Lender shall
promptly pay to the Administrative Agent for the account of such Issuing Lender
in Dollars and in immediately available funds, the amount of such Lender's
Dollar Revolving-1 Commitment Percentage or Multi-currency Revolving-1
Commitment Percentage, as applicable, of such unreimbursed drawing, unless 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 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 relevant
Credit Party Obligations hereunder and shall be made without any offset,
abatement, withholding or reduction whatsoever.

      (e)   Repayment with Revolving-1 Loans.

            (i)   Mandatory Dollar Borrowings. On any day on which the Borrower
shall have requested, or been deemed to have requested, (A) a Swingline Loan
borrowing to reimburse a drawing under a Dollar 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 (B) a Dollar Revolving-1 Loan to reimburse a drawing
under a Dollar Letter of Credit, the Administrative Agent shall give notice to
the Lenders that a Dollar Revolving-1 Loan has been requested or deemed
requested in connection with a drawing under a Dollar Letter of Credit, in which
case a Dollar Revolving-1 Loan borrowing comprised entirely of Alternate Base
Rate Loans (each such borrowing, a "Mandatory Dollar Borrowing") shall be
immediately made (without giving effect to any termination of the

                                       42


Commitments pursuant to Section 7.2) pro rata based on each Lender's respective
Dollar Revolving-1 Commitment Percentage (determined before giving effect to any
termination of the Commitments pursuant to Section 7.2) and in the case of both
clauses (A) and (B) the proceeds thereof shall be paid directly to the
Administrative Agent for the account of the applicable Issuing Lender for
application to the respective Dollar LOC Obligations.

            (ii)  Mandatory Multi-currency Borrowings. On any day on which the
Borrower shall have requested, or been deemed to have requested, a
Multi-currency Revolving-1 Loan to reimburse a drawing under a Multi-currency
Letter of Credit, the Administrative Agent shall give notice to the Lenders that
a Multi-currency Revolving-1 Loan has been requested or deemed requested in
connection with a drawing under a Multi-currency Letter of Credit, in which case
a Multi-currency Revolving-1 Loan borrowing comprised entirely of Alternate Base
Rate Loans in Dollars equal to the Dollar Amount of such drawing (each such
borrowing, a "Mandatory Multi-currency 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 Multi-currency Revolving-1
Commitment Percentage (determined before giving effect to any termination of the
Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid
directly to the Administrative Agent for the account of the applicable Issuing
Lender for application to the respective Multi-currency LOC Obligations.

            (iii) Obligation Irrevocable. Each Lender hereby irrevocably agrees
to make such Dollar Revolving-1 Loans or Multi-currency Revolving-1 Loans, as
applicable, pursuant to clauses (i) and (ii) above, immediately upon any such
request or deemed request on account of each Mandatory Dollar Borrowing or
Mandatory Multi-currency Borrowing, as applicable, in the amount and in the
manner specified in the preceding sentence and on the same such date
notwithstanding (i) the amount of such Mandatory Dollar Borrowing or Mandatory
Multi-currency Borrowing, as applicable, may not comply with the minimum amount
for borrowings of Dollar Revolving-1 Loans or Multi-currency Revolving-1 Loans,
as applicable, 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
such Dollar Revolving-1 Loan or Multi-currency Revolving-1 Loan, as applicable,
to be made by the time otherwise required in Section 2.1(b), (v) the date of
such Dollar Revolving-1 Loan or Mandatory Multi-currency Borrowing, as
applicable, or (vi) any reduction in the Dollar Revolving-1 Committed Amount or
Multi-currency Revolving-1 Committed Amount, as applicable, after any such
Dollar Revolving-1 Letter of Credit or Multi-currency Letter of Credit, as
applicable, may have been drawn upon. In the event that any Mandatory Dollar
Borrowing or Mandatory Multi-currency 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 applicable Lender hereby agrees that it shall forthwith
fund (as of the date the Mandatory Dollar Borrowing or Mandatory Multi-currency
Borrowing, as applicable, 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 Dollar LOC Obligations
or Multi-currency LOC Obligations, as applicable; provided, further, that in the
event any Lender shall fail to fund its Participation Interest on the day the
Mandatory Dollar Borrowing or Mandatory Multi-currency Borrowing, as applicable,
would otherwise have occurred, then the amount of such Lender's

                                       43


unfunded Participation Interest therein shall bear interest payable to
Administrative Agent for the account of 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 Customs and Practices. 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 such Letter 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.

      SECTION 2.4 TRANCHE A-1 TERM LOAN FACILITY

      (a)   Immediately prior to the Closing Date, (i) the aggregate outstanding
principal balance of the Tranche A-1 Term Loan made under (and as defined in)
the Existing Credit Agreement was EIGHT HUNDRED FIFTY MILLION DOLLARS
($850,000,000) (the "Existing Tranche A-1 Term Loan"); (ii) the aggregate
outstanding principal balance of the Tranche B-1 Term Loan made under (and as
defined in) the Existing Credit Agreement was SEVEN HUNDRED FORTY-TWO MILLION
FIVE HUNDRED THOUSAND DOLLARS ($742,500,000) (the "Existing Tranche B-1 Term
Loan"); and (iii) the aggregate outstanding principal balance of the Tranche C
Term Loan made under (and as defined in) the Existing Credit Agreement was THREE
HUNDRED NINETY-NINE MILLION DOLLARS ($399,000,000) (the "Existing Tranche C Term
Loan"). After giving effect to the transactions contemplated to occur under this
Agreement on the Closing Date, including the reallocation of the Existing
Tranche A-1 Term Loan among the Lenders (pro rata in accordance with their
respective Tranche A-1 Term Loan Commitment Percentages), the repayment in full
of the Existing Tranche B-1 Term Loan (together with all accrued interest
thereon and, if applicable, amounts payable pursuant to Section 2.18 of the
Existing Credit Agreement), the repayment in

                                       44


full of the Existing Tranche C Term Loan (together with all accrued interest
thereon and, if applicable, amounts payable pursuant to Section 2.18 of the
Existing Credit Agreement), and advancing of additional Tranche A-1 Term Loans
on the Closing Date, in each case as evidenced in the Register, the aggregate
outstanding principal amount of the Tranche A-1 Term Loan under this Section
2.4(a) shall be equal to ONE BILLION FIVE HUNDRED MILLION DOLLARS
($1,500,000,000), (the "Tranche A-1 Term Loan Committed Amount"); and the
Tranche A-1 Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate
Loans, or a combination thereof, as the Borrower may request. LIBOR Rate Loans
shall be made by each Lender at its LIBOR Lending Office and Alternate Base Rate
Loans at its Domestic Lending Office. Amounts repaid on the Tranche A-1 Term
Loan may not be reborrowed. On the Closing Date, the Existing Tranche A-1 Term
Loan will be reallocated to the Lenders in accordance with their Commitment
Percentages (and the Lenders agree, on the Closing Date, to make all payments
and adjustments to and with the lenders party to the Existing Credit Agreement
necessary to effect such reallocation and, on the Closing Date, the Borrower
shall pay any and all costs required pursuant to Section 2.18 of the Existing
Credit Agreement in connection with such reallocation as if such reallocation
were a repayment). The Existing Tranche A-1 Term Loan shall be deemed to be a
Tranche A-1 Term Loan under and for purposes of this Agreement.

      (b)   Repayment of Tranche A-1 Term Loan. The principal amount of the
Tranche A-1 Term Loan shall be repaid, unless accelerated sooner pursuant to
Section 7.2, in accordance with the following schedule:



Principal Amortization                          Tranche A-1 Term Loan
    Payment Date                            Principal Amortization Payment
    ------------                            ------------------------------
                                         
December 31, 2004                                   $          0
March 31, 2005                                      $          0
June 30, 2005                                       $          0
September 30, 2005                                  $          0
December 31, 2005                                   $          0
March 31, 2006                                      $          0
June 30, 2006                                       $          0
September 30, 2006                                  $          0
December 31, 2006                                   $ 56,250,000
March 31, 2007                                      $ 56,250,000
June 30, 2007                                       $ 56,250,000
September 30, 2007                                  $ 56,250,000
December 31, 2007                                   $ 56,250,000


                                       45




Principal Amortization                          Tranche A-1 Term Loan
    Payment Date                            Principal Amortization Payment
    ------------                            ------------------------------
                                         
March 31, 2008                                      $ 56,250,000
June 30, 2008                                       $ 56,250,000
September 30, 2008                                  $ 56,250,000
December 31, 2008                                   $262,500,000
March 31, 2009                                      $262,500,000
June 30, 2009                                       $262,500,000
Tranche A-1 Term Loan Maturity                      $262,500,000
Date


      (c)   Tranche A-1 Term Notes. Each Lender's Tranche A-1 Term Loan
Commitment Percentage of the Tranche A-1 Term Loan Committed Amount may, at the
election of such Lender, be evidenced by a Tranche A-1 Term Note of the Borrower
to such Lender in substantially the form of Schedule 2.4(c).

      SECTION 2.5 [RESERVED.]

      SECTION 2.6 INCREMENTAL TERM LOAN FACILITY.

      (a)   Subject to the conditions set forth below, at any time prior to the
Tranche A-1 Term Loan Maturity Date, the Borrower shall have the right, upon not
less than fifteen (15) days' prior written notice (an "Incremental Term Loan
Notification") to the Administrative Agent (which shall promptly advise each
Lender of its receipt and the contents thereof) to request Incremental Term Loan
Commitments under this Agreement. Such Incremental Term Loan Notification shall
specify the applicable Incremental Term Loan Effective Date.

      (b)   Each Incremental Term Loan Commitment shall be obtained from
existing Lenders or from other banks, financial institutions or Approved Funds
that qualify as Purchasing Lender pursuant to Section 9.6 (each such other bank,
financial institution or Approved Fund, a "New Term Lender" and, collectively
with the existing Lenders providing an Incremental Term Loan Commitment with
respect to such Incremental Term Loan, the "Incremental Term Loan Lenders"), in
each case in accordance with this Section 2.6; provided that no existing Lender
shall have any obligation to provide any portion of such Incremental Term Loan
and the failure by any existing Lender to respond to an Incremental Term Loan
Notification within ten (10) days of the Administrative Agent's receipt thereof
shall be deemed to be a refusal of such request by such existing Lender.

      (c)   The following terms and conditions shall apply to each Incremental
Term Loan:

                                       46


            (i)   such Incremental Term Loan shall constitute Credit Party
Obligations and shall be secured and guaranteed with the other Obligations on a
pari passu basis;

            (ii)  the outstanding principal amount of all Incremental Term Loans
plus the aggregate amount of all increases in the Revolving-1 Committed Amount
pursuant to Section 2.1(e) shall not exceed $500,000,000 at any time;

            (iii) the initial principal amount of each such Incremental Term
Loan shall not be less than $100,000,000, or if less, the remaining amount
permitted pursuant to clause (ii) above;

            (iv)  each Incremental Term Loan will mature and amortize in a
manner reasonably acceptable to the Administrative Agent and the Incremental
Term Loan Lenders making such Incremental Term Loan, but will not in any event
have a shorter average life than the Tranche A-1 Term Loan or a maturity date
earlier than the Tranche A-1 Term Loan Maturity Date;

            (v)   the Borrower shall, upon the request of any Incremental Term
Loan Lender, execute such Incremental Term Loan Notes as are necessary to
reflect the Incremental Term Loan of such Incremental Term Loan Lender;

            (vi)  the Administrative Agent and the Lenders shall have received a
certificate of the chief financial officer or treasurer of the Borrower in form
and substance reasonably satisfactory to the Administrative Agent, demonstrating
that, as of the applicable Incremental Term Loan Effective Date and after giving
effect thereto and to any Incremental Term Loans made or to be made in
connection therewith, the Borrower is in pro forma compliance with the
requirements of Section 5.9;

            (vii) no Default or Event of Default shall have occurred and be
continuing as of the applicable Incremental Term Loan Effective Date or after
giving effect to the making of any such Incremental Term Loan;

            (viii) the Administrative Agent shall have received a resolution
duly adopted by the governing body of each of the Credit Parties authorizing
such Incremental Term Loan;

            (ix)  the Borrower and each Incremental Term Loan Lender shall
execute and deliver one or more Incremental Term Loan Agreements to the
Administrative Agent, for its acceptance and recording in the Register, which
shall be acknowledged by the Administrative Agent and the Borrower and shall be
in form and substance reasonably satisfactory to the Administrative Agent;

            (x)   the terms and conditions applicable to such Incremental Term
Loan shall, except to the extent otherwise provided in this Section 2.6, be
substantially similar to the terms and conditions applicable to the Tranche A-1
Term Loan and any prior Incremental Term Loan; and

                                       47


            (xi)  the Administrative Agent shall have received any documents or
information, including opinions of counsel, in connection with such Incremental
Term Loan as and to the extent it may reasonably request.

      (d)   Upon the execution, delivery, acceptance and recording of the
applicable Incremental Term Loan Agreement, from and after the applicable
Incremental Term Loan Effective Date, each Incremental Term Loan Lender shall
have an Incremental Term Loan Commitment as set forth in the Register and all
the rights and obligations of a Lender with such an Incremental Term Loan
Commitment hereunder. The applicable Incremental Term Loan Lenders shall make
the Incremental Term Loan to the Borrower on the applicable Incremental Term
Loan Effective Date in an amount equal to the Incremental Term Loan Commitment
of each Incremental Term Loan Lender with respect to such Incremental Term Loan
pursuant to subsection (b) above.

      (e)   The Applicable Percentage and pricing grid, if applicable, for any
proposed Incremental Term Loan shall be determined by the Borrower and each
Incremental Term Lender on or before the applicable Incremental Term Loan
Effective Date.

      SECTION 2.7 FEES.

      (a)   Commitment Fee. In consideration of the Commitments, the Borrower
agrees to pay to the Administrative Agent a fee (the "Commitment Fee") (i) for
the ratable benefit of the Lenders holding a Dollar Revolving-1 Subcommitment,
equal to the Applicable Percentage per annum on the average daily unused amount
of the Dollar Revolving-1 Committed Amount and (ii) for the ratable benefit of
the Lenders holding a Multi-currency Revolving-1 Subcommitment, equal to the
Applicable Percentage per annum on the average daily unused amount of the
Multi-currency Revolving-1 Committed Amount. For purposes of computing the
Commitment Fee hereunder, (i) Dollar LOC Obligations shall be considered usage
under the aggregate Dollar Revolving-1 Committed Amount, (ii) Multi-currency LOC
Obligations shall be considered usage under the aggregate Multi-currency
Revolving-1 Committed Amount and (iii) Swingline Loans shall not be considered
usage under the aggregate Dollar Revolving-1 Committed Amount unless and until,
in the case of this clause (iii), other Lenders having Dollar Revolving-1
Subcommitments purchase participation interests in such Swingline Loans pursuant
to Section 2.2(b)(ii). The Commitment Fee shall be payable quarterly in arrears
on the fifteenth (15th) day following the last day of each calendar quarter for
the prior calendar quarter and upon termination of the Revolving-1 Commitments.

      (b)   Letter of Credit Fees. In consideration of the LOC Commitments, the
Borrower agrees to pay to the Administrative Agent (i) for the ratable benefit
of the Lenders (including the Issuing Lender, as applicable) holding Dollar
Revolving-1 Subcommitments, a letter of credit fee (the "Dollar Letter of Credit
Fee") equal to the Applicable Percentage per annum on the average daily maximum
amount available to be drawn under each Dollar Letter of Credit as such fee may
be increased or decreased subject to the provisions of Section 2.11(b) from the
date of issuance (or, in the case of Existing Letters of Credit outstanding on
the Closing Date, from the Closing Date) to the date of expiration and (ii) for
the ratable benefit of the Lenders (including the Issuing Lender, as applicable)
holding Multi-currency Revolving-1 Subcommitments, a letter of

                                       48


credit fee (the "Multi-currency Letter of Credit Fee", and together with the
Dollar Letter of Credit Fee, the "Letter of Credit Fee") equal to the Applicable
Percentage per annum on the average daily maximum amount available to be drawn
under each Multi-currency Letter of Credit as such fee may be increased or
decreased subject to the provisions of Section 2.11(b) from the date of issuance
(or, in the case of Existing Letters of Credit outstanding on the Closing Date,
from the Closing Date) to the date of expiration. The Letter of Credit Fee shall
be payable quarterly in arrears on the fifteenth (15th) day following the last
day of each calendar quarter for the prior calendar quarter. In addition to such
Letter of Credit Fee, the Issuing Lender may charge, and retain for its own
account without sharing by the other Lenders, an additional facing fee of
one-eighth of one percent (0.125%) per annum on the average daily maximum amount
available to be drawn under each such Letter of Credit issued by it, such facing
fee to be paid by the Borrower directly to the applicable Issuing Lender.

      (c)   Issuing Lender Fees. In addition to the Letter of Credit Fees
payable pursuant to subsection (b) above, the Borrower shall pay to the Issuing
Lender for its own account without sharing by the other Lenders the reasonable
and customary charges from time to time of the Issuing Lender with respect to
the amendment, transfer, administration, cancellation and conversion of, and
drawings under, such Letters of Credit (collectively, the "Issuing Lender
Fees").

      (d)   Administrative Fee. The Borrower agrees to pay to the Agents the
annual administrative fee as described in the Fee Letter.

      (e)   The commissions, fees, charges, costs and expenses payable pursuant
to this Section 2.7 shall be payable in the Permitted Currency in which the
applicable Letter of Credit is denominated.

      SECTION 2.8 REDUCTION OF THE REVOLVING-1 COMMITMENTS

      (a)   Voluntary Reductions. The Borrower shall have the right to terminate
or permanently reduce the unused portion of the Dollar Revolving-1 Committed
Amount or the Multi-currency Revolving-1 Committed Amount at any time or from
time to time upon not less than one (1) Business Day prior notice to the
Administrative Agent (which shall notify the Lenders thereof as soon as
practicable) of each such termination or reduction, which notice shall specify
the effective date thereof and the amount of any such reduction which shall be
in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof and shall be irrevocable and effective upon receipt by the
Administrative Agent; provided that no such reduction or termination shall be
permitted if after giving effect thereto, and to any prepayments of Revolving-1
Loans made on the effective date thereof, (i) the sum of the then outstanding
aggregate principal amount of Dollar Revolving-1 Loans plus Swingline Loans plus
Dollar LOC Obligations would exceed the Dollar Revolving-1 Committed Amount or
(ii) the then outstanding aggregate principal Dollar Amount of Multi-currency
Revolving-1 Loans plus the Dollar Amount of Multi-currency LOC Obligations would
exceed the Multi-currency Revolving-1 Committed Amount. If the Borrower shall
fail to specify in any such notice the applicable portion of the Revolving-1
Committed Amount to be reduced, then such reduction shall be

                                       49


applied pro rata to the Dollar Revolving-1 Committed Amount and the
Multi-currency Revolving-1 Committed Amount.

      (b)   Maturity Date. The Revolving-1 Commitments, the LOC Commitments and
the Swingline Commitments shall automatically terminate on the Revolving-1
Commitment Termination Date.

      SECTION 2.9 PREPAYMENTS

      (a)   Optional Prepayments. The Borrower shall have the right to prepay
Loans in whole or in part from time to time; provided, however, that (i) each
partial prepayment of Loans (other than Swingline Loans) shall be in a minimum
principal amount of $5,000,000 and integral multiples of $1,000,000 (or the
Alternative Currency Amount thereof, as applicable) in excess thereof and (ii)
each prepayment of Swingline Loans shall be in a minimum principal amount of
$100,000 and integral multiples of $100,000 in excess thereof. The Borrower
shall give irrevocable written notice (or telephone notice promptly confirmed in
writing which confirmation may be by fax) of any such voluntary prepayment to
the Administrative Agent (which shall notify the Lenders thereof as soon as
practicable) not later than 1:30 P.M. (Charlotte, North Carolina time) on the
Business Day prior to the date of the requested prepayment in the case of
Alternate Base Rate Loans, on the third (3rd) Business Day prior to the date of
the requested prepayment in the case of LIBOR Rate Loans denominated in Dollars
and on the fourth (4th) Business Day prior to the date of the requested
prepayment in the case of Alternative Currency Loans. Each such notice of
prepayment shall specify (A) the date of repayment, (B) the amount of repayment,
(C) whether the repayment is of Dollar Revolving-1 Loans, Multi-currency
Revolving-1 Loans (including the applicable Permitted Currency), Swingline
Loans, Tranche A-1 Term Loans, Incremental Term Loans or a combination thereof,
and, if of a combination thereof, the amount allocable to each and (D) whether
the repayment is of LIBOR Rate Loans or Alternate Base Rate Loans, or a
combination thereof, and, if of a combination thereof, the amount allocable to
each. Prepayments of the Tranche A-1 Term Loan or an Incremental Term Loan under
this Section 2.9(a) shall be applied ratably to the remaining principal
installments thereof. Subject to the foregoing terms, amounts prepaid under this
Section 2.9(a) shall be applied first to Alternate Base Rate Loans and then to
LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments
under this Section 2.9(a) shall be without premium or penalty except that all
prepayments shall be subject to Section 2.19. Interest on the principal amount
prepaid shall be payable on the date of such prepayment. Amounts prepaid on the
Swingline Loans and the Revolving-1 Loans may be reborrowed in accordance with
the terms hereof. Amounts prepaid on the Tranche A-1 Term Loan and the
Incremental Term Loans may not be reborrowed.

      (b)   Mandatory Prepayments.

            (i)   Revolving-1 Committed Amount.

                  (A)   Dollar Revolving-1 Subcommitment. If at any time the sum
of the aggregate principal amount of outstanding Dollar Revolving-1 Loans plus
Swingline Loans plus Dollar LOC Obligations shall exceed the Dollar Revolving-1
Committed Amount, the Borrower

                                       50


immediately shall prepay Dollar Revolving-1 Loans and (after all Dollar
Revolving-1 Loans have been repaid) cash collateralize the Dollar LOC
Obligations, in an amount sufficient to eliminate such excess (such prepayment
to be applied as set forth in clause (iv) below).

                  (B)   Multi-currency Revolving-1 Subcommitment. If at any
time, for any reason, the sum of the aggregate principal Dollar Amount of
outstanding Multi-currency Revolving-1 Loans plus the Dollar Amount of
Multi-currency LOC Obligations shall exceed the Multi-currency Revolving-1
Committed Amount, the Borrower immediately shall prepay Multi-currency
Revolving-1 Loans and (after all Multi-currency Revolving-1 Loans have been
repaid) cash collateralize the Multi-currency LOC Obligations, in an amount
sufficient to eliminate such excess and in the Permitted Currency in which each
of the applicable Multi-currency Letters of Credit are denominated (such
prepayment to be applied as set forth in clause (iv) below).

            (ii)  Asset Dispositions. Promptly following any Asset Disposition
or series of Asset Dispositions which cumulatively aggregate in excess of
$250,000,000 in any fiscal year, the Borrower shall prepay the Loans in an
aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds
derived from all such Asset Dispositions (such prepayment to be applied as set
forth in clause (iv) below); provided, however, that such Net Cash Proceeds
shall not be required to be so applied to the extent (1) the Borrower delivers
to the Administrative Agent a certificate stating that it intends to use such
Net Cash Proceeds to acquire fixed or capital assets in replacement of the
disposed assets, (2) such acquisition is committed to within one hundred eighty
(180) days of receipt of the Net Cash Proceeds and (3) such acquisition is
consummated within two hundred seventy (270) days of receipt of such Net Cash
Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested
shall be applied to repay the Loans immediately thereafter.

            (iii) Recovery Event. To the extent of cash proceeds received in
connection with a Recovery Event which are in excess of $10,000,000 in the
aggregate and which are not applied to repair, replace or relocate damaged
property or to purchase or acquire fixed or capital assets in replacement of the
assets lost or destroyed within two hundred seventy (270) days (or three hundred
sixty (360) days, in the case of improvements to real property) of the receipt
of such cash proceeds, the Borrower shall prepay the Loans in an aggregate
amount equal to one hundred percent (100%) of such cash proceeds (such
prepayment to be applied as set forth in clause (iv) below).

            (iv)  Application of Mandatory Prepayments. All amounts required to
be paid pursuant to this Section 2.9(b) shall be applied as follows: (A) with
respect to all amounts prepaid pursuant to Section 2.9(b)(i)(A), to the Dollar
Revolving-1 Loans and then (after all Dollar Revolving-1 Loans have been repaid)
to a cash collateral account in respect of Dollar LOC Obligations, (B) with
respect to all amounts prepaid pursuant to Section 2.9(b)(i)(B), to the
Multi-currency Revolving-1 Loans and then (after all Multi-currency Revolving-1
Loans have been repaid) to a cash collateral account in respect of
Multi-currency LOC Obligations, and (C) with respect to all amounts prepaid
pursuant to Sections 2.9(b)(ii) and (iii), (1) first, pro rata to the Tranche
A-1 Term Loan and the Incremental Term Loans (ratably to the remaining principal
installments thereof), and (2) second, pro rata to the Dollar Revolving-1 Loans
and the Multi-currency Revolving-1 Loans with corresponding permanent pro rata
reductions of the Dollar

                                       51


Revolving-1 Committed Amount and the Multi-currency Revolving-1 Committed Amount
and (after all Revolving-1 Loans have been repaid) to a cash collateral account
in respect of Dollar LOC Obligations and Multi-currency LOC Obligations, pro
rata. Within the parameters of the applications set forth above, prepayments
shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans
in direct order of Interest Period maturities. All prepayments under this
Section 2.9(b) shall be subject to Section 2.19 and be accompanied by interest
on the principal amount prepaid through the date of prepayment.

            (v)   Escrow of Prepayment Amounts. Notwithstanding the foregoing,
so long as no Event of Default has occurred and is then continuing and at the
Borrower's option, the Administrative Agent shall hold in escrow for the benefit
of the Lenders all amounts required to be prepaid pursuant to this Section
2.9(b) and applied to LIBOR Rate Loans and shall release such amounts upon the
expiration of the Interest Periods applicable to any such LIBOR Rate Loans being
prepaid; provided, however, that upon the occurrence and during the continuance
of an Event of Default, such escrowed amounts may be applied to LIBOR Rate Loans
without regard to the expiration of any Interest Period and the Borrower shall
make all payments under Section 2.19 resulting therefrom.

      SECTION 2.10 MINIMUM BORROWING AMOUNTS AND PRINCIPAL AMOUNTS OF TRANCHES.

      (a)   Each Alternate Base Rate Loan (other than Swingline Loans) borrowing
shall be in a minimum amount of $5,000,000 and whole multiples of $1,000,000 in
excess thereof.

      (b)   Each LIBOR Rate Loan borrowing shall be in a minimum amount of
$10,000,000 and whole multiples of $1,000,000 (or, in each case, the Alternative
Currency Amount thereof, as applicable) in excess thereof.

      (c)   All borrowings, payments and prepayments in respect of Revolving-1
Loans shall be in such amounts and be made pursuant to such elections so that
after giving effect thereto the aggregate principal amount of the Revolving-1
Loans comprising any Tranche shall either be zero or shall not be less than
$10,000,000 or a whole multiple of $1,000,000 (or, in each case, the Alternative
Currency Amount thereof, as applicable) in excess thereof.

      SECTION 2.11 INTEREST; INTEREST PAYMENT DATES.

      (a)   Subject to the provisions of Section 2.11(b), all Loans (other than
Swingline Loans) shall bear interest as follows:

            (i)   Alternate Base Rate Loans. During such periods as Loans shall
be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan
shall bear interest at a per annum rate equal to the sum of the Alternate Base
Rate plus the Applicable Percentage; and

            (ii)  LIBOR Rate Loans. During such periods as Loans shall be
comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at
a per annum rate equal to the sum of the applicable LIBOR Rate plus the
Applicable Percentage.

                                       52


      (b)   Upon the occurrence, and during the continuance, of an Event of
Default under Section 7.1(a) or (e), or at the option of the Required Lenders
during the continuance of any other Event of Default, the principal of and, to
the extent permitted by law, interest on the Loans, and any other amounts owing
hereunder or under the other Credit Documents shall bear interest, payable on
demand, at a per annum rate two percent (2%) greater than the applicable rate
(including the Applicable Percentage) then in effect or, if no rate is then in
effect, at a per annum rate two percent (2%) greater than the Alternate Base
Rate plus the Applicable Percentage and the Letter of Credit Fees shall be
increased by two percent (2%) per annum.

      (c)   Interest on Loans shall be payable in arrears on each Interest
Payment Date, subject to Section 2.14; provided that (i) interest owing under
Section 2.11(b) shall be payable on demand, (ii) interest owing in connection
with any amounts repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) interest owing on LIBOR Loans which are
converted pursuant to Section 2.12, shall be payable on the date of such
conversion.

      SECTION 2.12 CONVERSION OPTIONS.

      (a)   The Borrower may elect from time to time to convert Alternate Base
Rate Loans to LIBOR Rate Loans (and, on the expiration of the applicable
Interest Period with respect thereto, LIBOR Rate Loans to Alternate Base Rate
Loans) by giving irrevocable written notice (or telephone notice promptly
confirmed in writing which confirmation may be by fax) to the Administrative
Agent not later than 1:30 P.M. (Charlotte, North Carolina time) on the third
(3rd) Business Day prior to the date of the requested conversion (a "Notice of
Conversion/Extension"). A form of Notice of Conversion/Extension is attached as
Schedule 2.12. If the date upon which an Alternate Base Rate Loan is to be
converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall
be made on the next succeeding Business Day and during the period from such last
day of an Interest Period to such succeeding Business Day such Loan shall bear
interest as if it were an Alternate Base Rate Loan. All or any part of
outstanding Alternate Base Rate Loans may be converted as provided herein,
provided that (i) no Loan may be converted into a LIBOR Rate Loan when any
Default or Event of Default has occurred and is continuing and (ii) partial
conversions shall be in an aggregate principal amount of $5,000,000 or a whole
multiple of $1,000,000 (or, in each case, the Alternative Currency Amount
thereof, as applicable) in excess thereof.

      (b)   Any LIBOR Rate Loans may be continued as such upon the expiration of
an Interest Period with respect thereto by compliance by the Borrower with the
notice provisions contained in Section 2.12(a); provided, that no LIBOR Rate
Loan may be continued as such when any Default or Event of Default has occurred
and is continuing, in which case such Loan shall be automatically converted to
an Alternate Base Rate Loan at the end of the applicable Interest Period with
respect thereto. If the Borrower shall fail to give timely notice of an election
to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not
permitted hereunder, such LIBOR Rate Loans shall be automatically converted to
Alternate Base Rate Loans at the end of the applicable Interest Period with
respect thereto.

      SECTION 2.13 COMPUTATION OF INTEREST AND FEES.

                                       53


      (a)   Interest payable hereunder with respect to Alternate Base Rate Loans
based on the Prime Rate shall be calculated on the basis of a year of 365 days
(or 366 days, as applicable) for the actual days elapsed. All other fees,
interest and all other amounts payable hereunder shall be calculated on the
basis of a 360 day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Borrower and the Lenders of each
determination of a LIBOR Rate on the Business Day of the determination thereof.
Any change in the interest rate on a Loan resulting from a change in the
Alternate Base Rate shall become effective as of the opening of business on the
day on which such change in the Alternate Base Rate shall become effective. The
Administrative Agent shall as soon as practicable notify the Borrower and the
Lenders of the effective date and the amount of each such change.

      (b)   Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the computations used by the Administrative Agent
in determining any interest rate.

      (c)   It is the intent of the Lenders and the Credit Parties to conform to
and contract in strict compliance with applicable usury law from time to time in
effect. All agreements between the Lenders and the Credit Parties are hereby
limited by the provisions of this paragraph which shall override and control all
such agreements, whether now existing or hereafter arising and whether written
or oral. In no way, nor in any event or contingency (including but not limited
to prepayment or acceleration of the maturity of any obligation), shall the
interest taken, reserved, contracted for, charged, or received under this
Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount
permissible under applicable law. If, from any possible construction of any of
the Credit Documents or any other document, interest would otherwise be payable
in excess of the maximum nonusurious amount, any such construction shall be
subject to the provisions of this paragraph and such interest shall be
automatically reduced to the maximum nonusurious amount permitted under
applicable law, without the necessity of execution of any amendment or new
document. If any Lender shall ever receive anything of value which is
characterized as interest on the Loans under applicable law and which would,
apart from this provision, be in excess of the maximum nonusurious amount, an
amount equal to the amount which would have been excessive interest shall,
without penalty, be applied to the reduction of the principal amount owing on
the Loans and not to the payment of interest, or refunded to the Borrower or the
other payor thereof if and to the extent such amount which would have been
excessive exceeds such unpaid principal amount of the Loans. The right to demand
payment of the Loans or any other Indebtedness evidenced by any of the Credit
Documents does not include the right to receive any interest which has not
otherwise accrued on the date of such demand, and the Lenders do not intend to
charge or receive any unearned interest in the event of such demand. All
interest paid or agreed to be paid to the Lenders with respect to the Loans
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full stated term (including any renewal or
extension) of the Loans so that the amount of interest on account of such
indebtedness does not exceed the maximum nonusurious amount permitted by
applicable law.

                                       54


      SECTION 2.14 PRO RATA TREATMENT AND PAYMENTS.

      (a)   Each borrowing of Revolving-1 Loans and any reduction of the
Revolving-1 Commitments shall be made pro rata according to the respective
Commitment Percentages of the Lenders. Each payment under this Agreement or any
Note shall be applied, first, to any fees then due and owing by the Borrower
pursuant to Section 2.7, second, to interest then due and owing in respect of
the Loans and, third, to principal then due and owing hereunder and under the
Loans. Each payment on account of any fees pursuant to Section 2.7 shall be made
pro rata in accordance with the respective amounts due and owing (except as to
the portion of the Letter of Credit retained by the Issuing Lender, the Issuing
Lender Fees and fees payable to the Agents). Each payment (other than
prepayments) by the Borrower on account of principal of and interest on the
Loans shall be made pro rata to the applicable Lenders entitled thereto (on the
basis of the applicable Commitment Percentage) according to the respective
amounts due and owing first to Alternate Base Rate Loans and then to LIBOR Rate
Loans in the direct order of Interest Period maturities. Each optional
prepayment on account of principal of the Loans shall be applied as set forth in
Section 2.9(a). Each mandatory prepayment on account of principal of the Loans
shall be applied in accordance with Section 2.9(b). All payments (including
prepayments) to be made by the Borrower on account of principal, interest and
fees shall be made without defense, set-off or counterclaim (except as provided
in Section 2.20(b)) and shall be made (A) with respect to all Credit Party
Obligations denominated in Dollars, to the Administrative Agent for the account
of the Lenders entitled thereto, in Dollars and in immediately available funds
not later than 2:00 P.M. (Charlotte, North Carolina time) on the date when due,
and (B) with respect to all Alternative Currency Loans, to the Administrative
Agent's Correspondent for the account of the Lenders entitled thereto, in such
Alternative Currency and in immediately available funds not later than 11:00
A.M. (the time of the Administrative Agent's Correspondent) on the date when
due. The Administrative Agent shall distribute such payments to the Lenders
entitled thereto promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension. If
any payment on a LIBOR Rate Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day.

      (b)   Allocation of Payments After Acceleration. Notwithstanding any other
provisions of this Agreement to the contrary, after an acceleration of the
obligations under the Credit Documents pursuant to Section 7.2, all amounts
collected or received by the Administrative Agent or any Lender on account of
the Credit Party Obligations or any other amounts outstanding under any of the
Credit Documents or in respect of the Collateral shall be paid over or delivered
as follows:

            FIRST, to the payment of all reasonable out-of-pocket costs and
      expenses (including without limitation reasonable attorneys' fees) of the
      Administrative Agent in connection with enforcing the rights of the
      Lenders under the Credit Documents and any

                                       55


      protective advances made by the Administrative Agent with respect to the
      Collateral under or pursuant to the terms of the Security Documents;

            SECOND, to payment of any fees owed solely to the Administrative
      Agent;

            THIRD, to the payment of all reasonable out-of-pocket costs and
      expenses (including without limitation, reasonable attorneys' fees) of
      each of the Lenders in connection with enforcing its rights under the
      Credit Documents or otherwise with respect to the Credit Party Obligations
      owing to such Lender;

            FOURTH, to the payment of all of the Credit Party Obligations
      consisting of accrued fees and interest;

            FIFTH, to the payment of the outstanding principal amount of the
      Credit Party Obligations (including the payment or cash collateralization
      of the outstanding LOC Obligations) and any Hedging Obligations (including
      any termination payments and any accrued and unpaid interest thereon) (pro
      rata in accordance with all such amounts due);

            SIXTH, to all other Credit Party Obligations and other obligations
      which shall have become due and payable under the Credit Documents or
      otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH"
      above; and

            SEVENTH, to the payment of the surplus, if any, to whoever may be
      lawfully entitled to receive such surplus.

      In carrying out the foregoing, (i) amounts received shall be applied in
      the numerical order provided until exhausted prior to application to the
      next succeeding category; (ii) each of the Lenders shall receive an amount
      equal to its pro rata share (based on the proportion that the then
      outstanding Loans and LOC Obligations held by such Lender bears to the
      aggregate then outstanding Loans and LOC Obligations) of amounts available
      to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH"
      above; and (iii) to the extent that any amounts available for distribution
      pursuant to clause "FIFTH" above are attributable to the issued but
      undrawn amount of outstanding Letters of Credit, such amounts shall be
      held by the Administrative Agent in a cash collateral account and applied
      (A) first, to reimburse the Issuing Lender from time to time for any
      drawings under such Letters of Credit and (B) then, following the
      expiration of all Letters of Credit, to all other obligations of the types
      described in clauses "FIFTH" and "SIXTH" above in the manner provided in
      this Section 2.14(b).

      SECTION 2.15 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.

      (a)   Unless the Administrative Agent shall have been notified in writing
by a Lender prior to the date (or, in the case of an Alternate Base Rate Loan,
prior to the time) a Loan is to be made by such Lender (which notice shall be
effective upon receipt) that such Lender does not intend to make the proceeds of
such Loan available to the Administrative Agent, the Administrative Agent may
assume that such Lender has made such proceeds available to the

                                       56


Administrative Agent on such date, and the Administrative Agent may in reliance
upon such assumption (but shall not be required to) make available to the
Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent, the Administrative Agent shall be
able to recover such corresponding amount from such Lender. If such Lender does
not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent will promptly notify the Borrower and
the Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
from the Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower to the
date such corresponding amount is recovered by the Administrative Agent at a per
annum rate equal to (i) from the Borrower at the applicable rate for the
applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender
at the Federal Funds Effective Rate.

      (b)   Unless the Administrative Agent shall have been notified in writing
by the Borrower, prior to the date on which any payment is due from it hereunder
(which notice shall be effective upon receipt) that the Borrower does not intend
to make such payment, the Administrative Agent may assume that the Borrower has
made such payment when due, and the Administrative Agent may in reliance upon
such assumption (but shall not be required to) make available to each Lender on
such payment date an amount equal to the portion of such assumed payment to
which such Lender is entitled hereunder, and if the Borrower has not in fact
made such payment to the Administrative Agent, such Lender shall, on demand,
repay to the Administrative Agent the amount made available to such Lender. If
such amount is repaid to the Administrative Agent on a date after the date such
amount was made available to such Lender, such Lender shall pay to the
Administrative Agent on demand interest on such amount in respect of each day
from the date such amount was made available by the Administrative Agent to such
Lender to the date such amount is recovered by the Administrative Agent at a per
annum rate equal to the Federal Funds Effective Rate.

      (c)   A certificate of the Administrative Agent submitted to the Borrower
or any Lender with respect to any amount owing under this Section 2.15 shall be
conclusive in the absence of manifest error.

      SECTION 2.16 INABILITY TO DETERMINE INTEREST RATE.

      Notwithstanding any other provision of this Agreement, if (i) the
Administrative Agent shall reasonably determine (which determination shall be
conclusive and binding absent manifest error) that, (A) by reason of
circumstances affecting the relevant market, reasonable and adequate means do
not exist for ascertaining LIBOR for an Interest Period or for an Alternative
Currency, (B) a fundamental change has occurred in the foreign exchange or
interbank markets with respect to any Alternative Currency (including, without
limitation, changes in national or international financial, political or
economic conditions or currency exchange rates or exchange controls) or (C) it
has become otherwise materially impractical for the Administrative Agent or the
Lenders to make any Loan in an Alternative Currency, or (ii) the Required
Lenders shall reasonably determine (which determination shall be conclusive and
binding absent manifest error) that the LIBOR Rate does not adequately and
fairly reflect the cost to such Lenders of

                                       57


funding LIBOR Rate Loans that the Borrower has requested be outstanding as a
LIBOR Tranche during an Interest Period, the Administrative Agent shall
forthwith give telephone notice of such determination, confirmed in writing, to
the Borrower and the Lenders. Unless the Borrower shall have notified the
Administrative Agent upon receipt of such telephone notice that it wishes to
rescind or modify its request regarding such LIBOR Rate Loans or Alternative
Currency Loans, as applicable, any Loans that were requested to be made as LIBOR
Rate Loans or Alternative Currency Loans, as applicable, shall be made as
Alternate Base Rate Loans in Dollars and any Loans that were requested to be
converted into or continued as LIBOR Rate Loans or Alternative Currency Loans,
as applicable, shall be converted into Alternate Base Rate Loans in Dollars.
Until any such notice has been withdrawn by the Administrative Agent, no further
Loans shall be made as, continued as, or converted into, LIBOR Rate Loans or
Alternative Currency Loans, as applicable, for the Interest Periods or
Alternative Currencies so affected.

      SECTION 2.17 ILLEGALITY.

      Notwithstanding any other provision of this Agreement, if the adoption of
or any change, in each case after the Closing Date, in any Requirement of Law or
in the interpretation or application thereof by the relevant Governmental
Authority to any Lender shall make it unlawful for such Lender or its LIBOR
Lending Office to make or maintain LIBOR Rate Loans or Alternative Currency
Loans, as applicable, as contemplated by this Agreement or to obtain in the
interbank eurodollar market through its LIBOR Lending Office the funds with
which to make such Loans, (a) such Lender shall promptly notify the
Administrative Agent and the Borrower thereof, (b) the commitment of such Lender
hereunder to make LIBOR Rate Loans or Alternative Currency Loans, as applicable,
or continue LIBOR Rate Loans or Alternative Currency Loans, as applicable, as
such shall forthwith be suspended until the Administrative Agent shall give
notice that the condition or situation which gave rise to the suspension shall
no longer exist, and (c) such Lender's Loans then outstanding as LIBOR Rate
Loans or Alternative Currency Loans, as applicable, if any, shall be converted
on the last day of the Interest Period for such Loans or within such earlier
period as required by law as Alternate Base Rate Loans in Dollars. The Borrower
hereby agrees promptly to pay any Lender, upon its demand, any additional
amounts necessary to compensate such Lender for actual and direct costs (but not
including anticipated profits) reasonably incurred by such Lender in making any
repayment in accordance with this Section including, but not limited to, any
currency exchange loss and any interest or fees payable by such Lender to
lenders of funds obtained by it in order to make or maintain its LIBOR Rate
Loans or Alternative Currency Loans, as applicable, hereunder. A certificate as
to any additional amounts payable pursuant to this Section submitted by such
Lender, through the Administrative Agent, to the Borrower shall be conclusive in
the absence of manifest error. Each Lender agrees to use reasonable efforts
(including reasonable efforts to change its LIBOR Lending Office) to avoid or to
minimize any amounts which may otherwise be payable pursuant to this Section;
provided, however, that such efforts shall not cause the imposition on such
Lender of any additional costs or legal or regulatory burdens deemed by such
Lender in its sole discretion to be material.

      SECTION 2.18 REQUIREMENTS OF LAW.

                                       58


      (a)   If the adoption of or any change, in each case after the Closing
Date, in any Requirement of Law or in the interpretation or application thereof
or compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the Closing Date:

            (i)   shall subject such Lender to any tax of any kind whatsoever
with respect to any Letter of Credit or any application relating thereto, any
LIBOR Rate Loan made by it, any Alternative Currency Loan made by it, or change
the basis of taxation of payments to such Lender in respect thereof (except for
changes in the rate of tax on the overall net income of such Lender);

            (ii)  shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by, deposits
or other liabilities in or for the account of, advances, loans or other
extensions of credit by, or any other acquisition of funds by, any office of
such Lender which is not otherwise included in the determination of the LIBOR
Rate hereunder; or

            (iii) shall impose on such Lender any other condition;

      and the result of any of the foregoing is to increase the cost to such
Lender of making or maintaining LIBOR Rate Loans, Alternative Currency Loans, or
the Letters of Credit or to reduce any amount receivable hereunder or under any
Note and such Lender's costs have increased with respect to other customers
under similar circumstances, then, in any such case, the Borrower shall promptly
pay such Lender, upon its demand, any additional amounts necessary to compensate
such Lender for such additional cost or reduced amount receivable which such
Lender reasonably deems to be material as determined by such Lender with respect
to its LIBOR Rate Loans, Alternative Currency Loans, or Letters of Credit;
provided that the Borrower shall not be obligated to so pay or compensate such
Lender to the extent such increased cost or reduced amount receivable was
effected more than ninety (90) days prior to the date of delivery of the
certificate required by the following sentence, provided that such 90-day period
shall be extended to include any period of retroactive effect. A certificate as
to any additional amounts payable pursuant to this Section submitted by such
Lender, through the Administrative Agent, to the Borrower (which certificate
shall be delivered to the Administrative Agent promptly following a Lender's
receipt of notice or knowledge of any such adoption or change) shall be
conclusive in the absence of manifest error. Each Lender agrees to use
reasonable efforts (including reasonable efforts to change its Domestic Lending
Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this paragraph of this
Section; provided, however, that such efforts shall not cause the imposition on
such Lender of any additional costs or legal or regulatory burdens deemed by
such Lender to be material.

      (b)   If any Lender shall have reasonably determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central bank
or Governmental Authority made subsequent to the Closing Date does or shall have

                                       59


the effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender to be material, and such Lender has experienced such
effect with respect to other customers under similar circumstances, then from
time to time, within fifteen (15) days after demand by such Lender, the Borrower
shall pay to such Lender such additional amount as shall be certified by such
Lender as being required to compensate it for such reduction. Such a certificate
as to any additional amounts payable under this Section submitted by a Lender
(which certificate shall include a description of the basis for the
computation), through the Administrative Agent, to the Borrower shall be
conclusive absent manifest error.

      (c)   The agreements in this Section 2.18 shall survive the termination of
this Agreement and payment of the Credit Party Obligations.

      SECTION 2.19 INDEMNITY.

      The Borrower hereby agrees to indemnify each Lender and to hold such
Lender harmless from any funding loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in payment of the
principal amount of or interest on any LIBOR Rate Loan by such Lender in
accordance with the terms hereof, (b) default by the Borrower in accepting a
borrowing of a LIBOR Rate Loan after the Borrower has given a notice in
accordance with the terms hereof, (c) default by the Borrower in making any
prepayment of a LIBOR Rate Loan after the Borrower has given a notice in
accordance with the terms hereof, and/or (d) the making by the Borrower of a
prepayment of a LIBOR Rate Loan, or the conversion thereof, on a day which is
not the last day of the Interest Period with respect thereto, or in a currency
other than as required hereunder, in each case including, but not limited to,
any foreign exchange cost and any such loss or expense arising from interest or
fees payable by such Lender to lenders of funds obtained by it in order to
maintain its LIBOR Rate Loans hereunder; provided that the Borrower shall not be
obligated to so indemnify or hold harmless any Lender to the extent such loss or
expense was incurred by such Lender more than ninety (90) days prior to the date
of delivery of the certificate required by the following sentence (nothing
herein being meant to impair or otherwise affect the Borrower's liability for
any other such loss or expense subsequently incurred by such Lender). A
certificate as to any additional amounts payable pursuant to this Section
submitted by any Lender, through the Administrative Agent, to the Borrower
(which certificate shall be delivered to the Administrative Agent promptly
following such default, prepayment or conversion) shall be conclusive in the
absence of manifest error. The agreements in this Section shall survive
termination of this Agreement and payment of the Credit Party Obligations.

      SECTION 2.20 TAXES.

      (a)   All payments made by the Borrower hereunder or under any Note will
be, except as provided in Section 2.20(b), made free and clear of, and without:
deduction or withholding for, any present or future taxes, levies, imposts,
duties, fees, assessments or other charges of

                                       60


whatever nature now or hereafter imposed by any Governmental Authority or by any
political subdivision or taxing authority thereof or therein with respect to
such payments (but excluding any tax imposed on or measured by the net income or
profits of a Lender or its LIBOR Lending Office and franchise taxes imposed on
such Lender or its LIBOR Lending Office) and all interest, penalties or similar
liabilities with respect thereto (all such non-excluded taxes, levies, imposts,
duties, fees, assessments or other charges being referred to collectively as
"Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the
full amount of such Taxes, and such additional amounts as may be necessary so
that every payment of all amounts due under this Agreement or under any Note,
after withholding or deduction for or on account of any Taxes, will not be less
than the amount provided for herein or in such Note. The Borrower will furnish
to the Administrative Agent as soon as practicable after the date the payment of
any Taxes is due pursuant to applicable law certified copies (to the extent
reasonably available and required by law) of tax receipts evidencing such
payment by the Borrower. The Borrower agrees to indemnify and hold harmless each
Lender, and reimburse such Lender upon its written request, for the amount of
any Taxes so levied or imposed and paid by such Lender but excluding any
interest or penalties caused by such Lender's failure to pay any such taxes when
due.

      (b)   Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower
and the Administrative Agent on or prior to the Closing Date, or in the case of
a Lender that is an assignee or transferee of an interest under this Agreement
pursuant to Section 9.6(d) (unless the respective Lender was already a Lender
hereunder immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) if the Lender is a "bank" within the
meaning of Section 881(c)(3)(A) of the Code, two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN or W-8ECI (or successor
forms) certifying such Lender's entitlement to a complete exemption from United
States withholding tax with respect to payments to be made under this Agreement
and under any Note, or (ii) if the Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code, either Internal Revenue Service Form W8BEN or
W-8ECI as set forth in clause (i) above, or (x) a certificate substantially in
the form of Schedule 2.20 (any such certificate, a "2.20 Certificate") and (y)
two accurate and complete original signed copies of Internal Revenue Service
Form W-8 (or successor form) certifying such Lender's entitlement to an
exemption from United States withholding tax with respect to payments of
interest to be made under this Agreement and under any Note. In addition, each
Lender agrees that it will deliver upon the Borrower's request updated versions
of the foregoing, as applicable, whenever the previous certification has become
obsolete or inaccurate in any material respect, together with such other forms
as may be required in order to confirm or establish the entitlement of such
Lender to a continued exemption from or reduction in United States withholding
tax with respect to payments under this Agreement and any Note. Notwithstanding
anything to the contrary contained in Section 2.20(a), but subject to the
immediately succeeding sentence, (x) each Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold Taxes imposed by
the United States (or any political subdivision or taxing authority thereof or
therein) from interest, fees or other amounts payable hereunder for the account
of any Lender which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the
extent that such Lender has not provided to the Borrower U.S. Internal Revenue
Service Forms that

                                       61


establish a complete exemption from such deduction or withholding and (y) the
Borrower shall not be obligated pursuant to Section 2.20(a) to gross-up payments
to be made to a Lender in respect of Taxes imposed by the United States if (I)
such Lender has not provided to the Borrower the Internal Revenue Service Forms
required to be provided to the Borrower pursuant to this Section 2.20(b) or (II)
in the case of a payment, other than interest, to a Lender described in clause
(ii) above, to the extent that such Forms do not establish a complete exemption
from withholding of such Taxes. Notwithstanding anything to the contrary
contained in the preceding sentence or elsewhere in this Section 2.20, the
Borrower agrees to pay additional amounts and to indemnify each Lender in the
manner set forth in Section 2.20(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes after the Closing Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of Taxes.

      (c)   Each Lender agrees to use reasonable efforts (including reasonable
efforts to change its Domestic Lending Office or LIBOR Lending Office, as the
case may be) to avoid or to minimize any amounts which might otherwise be
payable pursuant to this Section; provided, however, that such efforts shall not
cause the imposition on such Lender of any additional costs or legal or
regulatory burdens deemed by such Lender in its sole discretion to be material.

      (d)   If the Borrower pays any additional amount pursuant to this Section
2.20 with respect to a Lender, such Lender shall use reasonable efforts to
obtain a refund of tax or credit against its tax liabilities on account of such
payment; provided that such Lender shall have no obligation to use such
reasonable efforts if either (i) it is in an excess foreign tax credit position
or (ii) it believes in good faith, in its sole discretion, that claiming a
refund or credit would cause adverse tax consequences to it. In the event that
such Lender receives such a refund or credit, such Lender shall pay to the
Borrower an amount that such Lender reasonably determines is equal to the net
tax benefit obtained by such Lender as a result of such payment by the Borrower.
In the event that no refund or credit is obtained with respect to the Borrower's
payments to such Lender pursuant to this Section 2.20(d), then such Lender shall
upon request provide a certification that such Lender has not received a refund
or credit for such payments. Nothing contained in this Section 2.20(d) shall
require a Lender to disclose or detail the basis of its calculation of the
amount of any tax benefit or any other amount or the basis of its determination
referred to in the proviso to the first sentence of this Section 2.20(d) to the
Borrower or any other party.

      (e)   The agreements in this Section 2.20 shall survive the termination of
this Agreement and the payment of the Credit Party Obligations.

      SECTION 2.21 INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES.

      (a)   In addition to its other obligations under Section 2.3, the Borrower
hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless
from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable attorneys' fees) that the
Issuing Lender may incur or be subject to as a consequence, direct or indirect,
of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing
Lender to

                                       62


honor a drawing under a Letter of Credit as a result of any act or omission,
whether rightful or wrongful, of any present or future de jure or de facto
government or governmental authority (all such acts or omissions, herein called
"Government Acts").

      (b)   As between the Borrower and the Issuing Lender, the Borrower shall
assume all risks of the acts, omissions or misuse of any Letter of Credit by the
beneficiary thereof. The Issuing Lender shall not be responsible: (i) for the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of any Letter of Credit, even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii)
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, that may prove to be
invalid or ineffective for any reason; (iii) for failure of the beneficiary of a
Letter of Credit to comply fully with conditions required in order to draw upon
a Letter of Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) for errors in interpretation of
technical terms; (vi) for any loss or delay in the transmission or otherwise of
any document required in order to make a drawing under a Letter of Credit or of
the proceeds thereof; and (vii) for any consequences arising from causes beyond
the control of the Issuing Lender, including, without limitation, any Government
Acts. None of the above shall affect, impair, or prevent the vesting of the
Issuing Lender's rights or powers hereunder.

      (c)   In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Issuing
Lender, under or in connection with any Letter of Credit or the related
certificates, if taken or omitted in good faith, shall not put such Issuing
Lender under any resulting liability to the Borrower. It is the intention of the
parties that this Agreement shall be construed and applied to protect and
indemnify the Issuing Lender against any and all risks involved in the issuance
of the Letters of Credit, all of which risks are hereby assumed by the Borrower,
including, without limitation, any and all risks of the acts or omissions,
whether rightful or wrongful, of any Governmental Authority. The Issuing Lender
shall not, in any way, be liable for any failure by the Issuing Lender or anyone
else to pay any drawing under any Letter of Credit as a result of any Government
Acts or any other cause beyond the control of the Issuing Lender.

      (d)   Nothing in this Section 2.21 is intended to limit the reimbursement
obligation of the Borrower contained in Section 2.3(d). The obligations of the
Borrower under this Section 2.21 shall survive the termination of this
Agreement. No act or omissions of any current or prior beneficiary of a Letter
of Credit shall in any way affect or impair the rights of the Issuing Lender to
enforce any right, power or benefit under this Agreement.

      (e)   Notwithstanding anything to the contrary contained in this Section
2.21, the Borrower shall have no obligation to indemnify any Issuing Lender in
respect of any liability incurred by such Issuing Lender arising out of the
gross negligence or willful misconduct of the Issuing Lender (including action
not taken by an Issuing Lender), as determined by a court of competent
jurisdiction.

                                       63


      SECTION 2.22 DEFAULTING LENDERS; LIMITATION ON CLAIMS.

      (a)   Generally. In addition to the rights and remedies that may be
available to the Administrative Agent or the Borrower under this Agreement or
applicable law, if at any time a Lender is a Defaulting Lender such Defaulting
Lender's right to participate in the administration of the Loans, this Agreement
and the other Credit Documents (excluding for purposes hereof, those matters
requiring the unanimous consent or approval of the Lenders, or requiring the
approval of each Lender directly affected thereby, pursuant to Section 9.1(a)
through 9.1(e) or Section 9.6(a)), including without limitation, any right to
vote in respect of, to consent to or to direct any action or inaction of the
Administrative Agent or to be taken into account in the calculation of the
Required Lenders, shall be suspended during the pendency of such failure or
refusal. If a Lender is a Defaulting Lender because it has failed to make timely
payment to the Administrative Agent of any amount required to be paid to the
Administrative Agent hereunder (without giving effect to any notice or cure
periods), in addition to other rights and remedies which the Administrative
Agent or the Borrower may have under the immediately preceding provisions or
otherwise, the Administrative Agent shall be entitled (i) to collect interest
from such Defaulting Lender on such delinquent payment for the period from the
date on which the payment was due until the date on which the payment is made at
the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in
satisfaction of the defaulted payment and any related interest, any amounts
otherwise payable to such Defaulting Lender under this Agreement or any other
Credit Document until such defaulted payment and related interest has been paid
in full and such default no longer exists and (iii) to bring an action or suit
against such Defaulting Lender in a court of competent jurisdiction to recover
the defaulted amount and any related interest. Any amounts received by the
Administrative Agent in respect of a Defaulting Lender's Loans shall not be paid
to such Defaulting Lender and shall be held uninvested by the Administrative
Agent and either applied against the purchase price of such Loans under the
following subsection (b) or paid to such Defaulting Lender upon the default of
such Defaulting Lender being cured.

      (b)   Purchase of Defaulting Lender's Commitment. Any Lender who is not a
Defaulting Lender shall have the right, but not the obligation, in its sole
discretion, to acquire at par all of a Defaulting Lender's Commitment and all
outstanding Credit Party Obligations owing to such Defaulting Lender. If more
than one Lender exercises such right, each such Lender shall have the right to
acquire such proportion of such Defaulting Lender's Commitment on a pro rata
basis. Upon any such purchase, the Defaulting Lender's interest in the Loans and
its rights hereunder (but not its liability in respect thereof or under the
Credit Documents or this Agreement to the extent the same relate to the period
prior to the effective date of the purchase) shall terminate on the date of
purchase, and the Defaulting Lender shall promptly execute all documents
reasonably requested to surrender and transfer such interest to the purchaser
thereof subject to and in accordance with the requirements set forth in Section
9.6, including an appropriate Commitment Transfer Supplement. The purchase price
for the Commitment of a Defaulting Lender shall be equal to the sum of the
amount of the principal balance of the Loans outstanding and owed by the
Borrower to the Defaulting Lender, plus any accrued interest with respect
thereto, plus any fees or other amounts owed by the Borrower to the Defaulting
Lender. Prior to payment of such purchase price to a Defaulting Lender, the
Administrative Agent shall apply against such purchase price any amounts
retained by the Administrative Agent pursuant to

                                       64


the last sentence of the immediately preceding subsection (a). The Defaulting
Lender shall be entitled to receive amounts owed to it by the Borrower on
account of principal of and interest on the Loans and the Notes, and fees and
other amounts due under the Credit Documents which accrued prior to the date of
the payment of the purchase price, to the extent the same are received by the
Administrative Agent from or on behalf of the Borrower net of any amount then
owing by the Defaulting Lender to the Administrative Agent. There shall be no
recourse against any Lender or the Administrative Agent for the payment of such
sums by the Borrower except to the extent of the receipt of payments from any
other party or in respect of the Loans.

      SECTION 2.23 REPLACEMENT OF LENDERS.

      If any Lender (a) shall become affected by any of the changes or events
described in Sections 2.16, 2.17, 2.18 or 2.20 and shall petition the Borrower
for any increased cost or amounts thereunder, (b) is a Defaulting Lender or (c)
has failed to consent to a proposed amendment, waiver, discharge or termination
which pursuant to the terms of Section 9.1 or any other provision of any Credit
Document requires the consent of all affected Lenders and with respect to which
the Required Lenders shall have granted their consent (any such Lender being
hereinafter referred to as a "Replaced Lender"), then in such case, the Borrower
may, upon at least five (5) Business Days' notice to the Administrative Agent
and such Replaced Lender (or such shorter notice period specified by the
Administrative Agent), designate a replacement lender (a "Replacement Lender")
acceptable to the Administrative Agent in its reasonable discretion, to which
such Replaced Lender shall, subject to its receipt (unless a later date for the
remittance thereof shall be agreed upon by the Borrower and the Replaced Lender)
of all amounts owed to such Replaced Lender under Sections 2.16, 2.17, 2.18 and
2.20 assign all (but not less than all) of its rights, obligations, Loans and
Commitments hereunder; provided, that all amounts owed to such Replaced Lender
by the Borrower (except liabilities which by the terms hereof survive the
payment in full of the Loans and termination of this Agreement) shall be paid in
full as of the date of such assignment. Upon any assignment by any Lender
pursuant to this Section 2.23 becoming effective, the Replacement Lender shall
thereupon be deemed to be a "Lender" for all purposes of this Agreement (unless
such Replacement Lender was, itself, a Lender prior thereto) and such Replaced
Lender shall thereupon cease to be a "Lender" for all purposes of this Agreement
and shall have no further rights or obligations hereunder (other than pursuant
to Section 2.16, 2.17, 2.18 or 2.20 and Section 9.5 while such Replaced Lender
was a Lender;).

      Notwithstanding any Replaced Lender's failure or refusal to assign its
rights, obligations, Loans and Commitments under this Section 2.23, the Replaced
Lender shall cease to be a "Lender" for all purposes of this Agreement and the
Replacement Lender shall be substituted therefor upon payment to the Replaced
Lender by the Replacement Lender of all amounts set forth in this Section 2.23
without any further action of the Replaced Lender.

      SECTION 2.24 ALTERNATIVE CURRENCY MATTERS.

      (a)   Effectiveness of euro Provisions. With respect to any state (or the
currency of such state) that is not a Participating Member State on the Closing
Date, the provisions of this

                                       65


Section 2.24 shall become effective in relation to such state (and the currency
of such state) at and from the date on which such state becomes a Participating
Member State.

      (b)   Basis of Accrual. Subject to clause (a) above, with respect to the
currency of any state that becomes a Participating Member State after the
Closing Date, the accrual of interest or fees expressed in this Agreement with
respect to such currency shall be based upon the applicable convention or
practice in the London Interbank Market for the basis of accrual of interest or
fees in respect of the euro, which such convention or practice shall replace
such expressed basis effective as of and from the date on which such state
becomes a Participating Member State; provided that if any Loan in the currency
of such state is outstanding immediately prior to such date, such replacement
shall take effect, with respect to such Loan, at the end of the then current
Interest Period.

      (c)   Redenomination of Alternative Currency Loans.

            (i)   Conversion to the Alternate Base Rate. If any Alternative
Currency Loan is required to bear interest based on the Alternate Base Rate
rather than the LIBOR Rate pursuant to Section 2.16, Section 2.17 or any other
applicable provision hereof, such Loan shall be funded in Dollars in an amount
equal to the Dollar Amount of such Loan, all subject to the provisions of
Section 2.9(b). The Borrower shall reimburse the Lenders upon any such
conversion for any amounts required to be paid under Section 2.19.

            (ii)  Redenomination of Loans. Subject to clause (a) above, any Loan
to be denominated in the currency of the applicable Participating Member State
shall be made in the euro.

            (iii) Redenomination of Obligations. Subject to clause (a) above,
any obligation of any party under this Agreement or any other Credit Document
which has been denominated in the currency of a Participating Member State shall
be redenominated into the euro.

            (iv)  Further Assurances. The terms and provisions of this Agreement
will be subject to such reasonable changes of construction as reasonably
determined by the Administrative Agent to reflect the implementation of the EMU
in any Participating Member State or any market conventions relating to the
fixing and/or calculation of interest being changed or replaced and to reflect
market practice at that time, and subject thereto, to put the Administrative
Agent, the Lenders and the Borrower in the same position, so far as possible,
that they would have been if such implementation had not occurred. In connection
therewith, the Borrower agrees, at the request of the Administrative Agent, at
the time of or at any time following the implementation of the EMU in any
Participating Member State or any market conventions relating to the fixing
and/or calculation of interest being changed or replaced, to enter into an
agreement amending this Agreement in such manner as the Administrative Agent
shall reasonably request.

      (d)   Regulatory Limitation. In the event, as a result of increases in the
value of Alternative Currencies against the Dollar or for any other reason, the
obligation of any of the

                                       66


Lenders to make Multi-currency Revolving-1 Loans (taking into account the Dollar
Amount of the Obligations and all other indebtedness required to be aggregated
under 12 U.S.C.A. Section 84, as amended, the regulations promulgated thereunder
and any other Requirement of Law) is determined by such Lender to exceed its
then applicable legal lending limit under 12 U.S.C.A. Section 84, as amended,
and the regulations promulgated thereunder, or any other Requirement of Law, the
amount of additional Multi-currency Revolving-1 Loans such Lender shall be
obligated to make or issue or participate in hereunder shall immediately be
reduced to the maximum amount which such Lender may legally advance (as
determined by such Lender), the obligation of each of the remaining Lenders
hereunder shall be proportionately reduced, based on their applicable
Multi-currency Revolving-1 Commitment Percentages and, to the extent necessary
under such laws and regulations (as determined by each of the Lenders, with
respect to the applicability of such laws and regulations to itself), and the
Borrower shall reduce, or cause to be reduced, complying to the extent
practicable with the remaining provisions hereof, the Multi-currency Revolving-1
Loans outstanding hereunder by an amount sufficient to comply with such maximum
amounts.

      (e)   Exchange Indemnification and Increased Costs. The Borrower shall,
upon demand from the Administrative Agent, pay to the Administrative Agent, any
Issuing Lender or any applicable Lender, the amount of (i) any loss or cost or
increased cost incurred by the Administrative Agent, any Issuing Lender or any
applicable Lender, (ii) any reduction in any amount payable to or in the
effective return on the capital to the Administrative Agent, any Issuing Lender
or any applicable Lender, (iii) any interest or any other return, including
principal, foregone by the Administrative Agent or any applicable Lender as a
result of the introduction of, change over to or operation of the euro, or (iv)
any currency exchange loss, that Administrative Agent, any Issuing Lender or any
Lender sustains as a result of any payment being made by the Borrower in a
currency other than that originally extended to the Borrower or as a result of
any other currency exchange loss incurred by the Administrative Agent or any
applicable Lender under this Agreement; provided that the Borrower shall not be
obligated to make any such payment to any Lender to the extent any such loss,
cost or expense was incurred by such Lender more than ninety (90) days prior to
the date of delivery of the certificate required by the following sentence
(nothing herein being meant to impair or otherwise affect the Borrower's
liability for any other such loss, cost or expense subsequently incurred by such
Lender). A certificate of the Administrative Agent, such Issuing Lender or such
Lender delivered through the Administrative Agent to the Borrower (which
certificate shall be delivered to the Administrative Agent promptly following
the event causing any such payment) setting forth the basis for determining such
additional amount or amounts necessary to compensate the Administrative Agent,
such Issuing Lender or the applicable Lender shall be conclusively presumed to
be correct save for manifest error.

      (f)   Exchange Rates. For purposes of determining the Borrower's
compliance with Section 2.9(b)(i)(B) or the borrowing limits set forth in
Section 2.1(a)(ii) and Section 2.3(a), the Dollar Amount of any Multi-currency
Revolving-1 Loan or Multi-currency LOC Obligation with respect to a
Multi-currency Letter of Credit to be made, continued, converted or issued in an
Alternative Currency shall be determined in accordance with the terms of this
Agreement by the Administrative Agent (in respect of the most recent Revaluation
Date). Such Dollar Amount shall become effective as of such Revaluation Date for
such Multi-currency Revolving-1 Loan or

                                       67


Multi-currency Letter of Credit and shall be the Dollar Amount employed in
converting any amounts between the applicable currencies until the next
Revaluation Date to occur for such Multi-currency Revolving-1 Loan or
Multi-currency Letter of Credit.

      (g)   Rounding and Other Consequential Changes. Subject to clause (a)
above, without prejudice and in addition to any method of conversion or rounding
prescribed by any EMU Legislation and without prejudice to the respective
obligations of the Borrower to the Administrative Agent and the Lenders and the
Administrative Agent and the Lenders to the Borrower under or pursuant to this
Agreement, except as expressly provided in this Agreement, each provision of
this Agreement, including, without limitation, the right to combine currencies
to effect a set-off, shall be subject to such reasonable changes of
interpretation as the Administrative Agent may from time to time specify to be
necessary or appropriate to reflect the introduction of or change over to the
euro in Participating Member States.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      To induce the Lenders to enter into this Agreement and to make the
Extensions of Credit herein provided for, the Credit Parties hereby represent
and warrant to the Administrative Agent and to each Lender that:

      SECTION 3.1 FINANCIAL CONDITION. The consolidated balance sheets and the
related statements of income, retained earnings and cash flows of the Borrower
and its Subsidiaries for the fiscal year ending December 31, 2003 and for the
most recently ended fiscal quarter ending more than sixty (60) days prior to the
Closing Date, are complete and correct and present fairly, in all material
respects, the financial condition of, and the results of operations for, such
Persons as of such dates. All such financial statements, including the related
schedules and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as disclosed therein). The
Borrower and its Restricted Subsidiaries, taken as a whole, have on the Closing
Date no material contingent liabilities, liabilities for taxes, unusual forward
or long-term commitments or unrealized or anticipated losses from any
unfavorable commitments, except as referred to or reflected or provided for in
the annual financial information provided as of the immediately preceding fiscal
year end referred to above and as set forth on Schedule 3.1 or as set forth on
Schedule 6.1(b).

      SECTION 3.2 NO CHANGE. Since December 31, 2003 (or after delivery of
annual audited financial statements in accordance with Section 5.1(a), from the
date of the most recently delivered annual audited financial statements) there
has been no development or event which has had or could reasonably be expected
to have a Material Adverse Effect.

      SECTION 3.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each of the Borrower
and its Restricted Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the requisite power and authority and the legal right to own and operate all its
material property, to lease the material property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified to

                                       68


conduct business and in good standing under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its business
requires such qualification except to the extent that the failure to so qualify
or be in good standing could not, in the aggregate, reasonably be expected to
have a Material Adverse Effect and (d) is in compliance with all Requirements of
Law except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

      SECTION 3.4 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. Each
of the Borrower and the other Credit Parties has the requisite corporate or
company power and authority and the legal right to make, deliver and perform the
Credit Documents to which it is party and has taken all necessary limited
liability company or corporate action to authorize the execution, delivery and
performance by it of the Credit Documents to which it is party. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
borrowings hereunder or with the execution, delivery or performance of any
Credit Document by the Borrower and the other Credit Parties (other than those
which have been obtained) or with the validity or enforceability of any Credit
Document against the Borrower and the other Credit Parties (except such filings
as are necessary in connection with the perfection of the Liens created by such
Credit Documents). Each Credit Document to which it is a party has been duly
executed and delivered on behalf of each of the Borrower and the other Credit
Parties, as the case may be. Each Credit Document to which it is a party
constitutes a legal, valid and binding obligation of each of the Borrower and
the other Credit Parties, as the case may be, enforceable against each of the
Borrower and Credit Parties, as the case may be, in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

      SECTION 3.5 NO LEGAL BAR; NO DEFAULT. The execution, delivery and
performance of the Credit Documents, the borrowings thereunder and the use of
the proceeds of the Loans will not violate any Requirement of Law or any
Contractual Obligation of the Borrower or its Restricted Subsidiaries (except
those as to which waivers or consents have been obtained) in any respect which
could reasonably be expected to have a Material Adverse Effect, and will not
result in, or require, the creation or imposition of any Lien on any of its or
their respective properties or revenues pursuant to any Requirement of Law or
Contractual Obligation other than the Liens arising under or contemplated in
connection with the Credit Documents. Neither the Borrower nor any of its
Restricted Subsidiaries is in default under or with respect to any of its
Contractual Obligations in any respect which could reasonably be expected to
have a Material Adverse Effect. No Default or Event of Default has occurred and
is continuing.

      SECTION 3.6 NO MATERIAL LITIGATION. Except as set forth in Schedule 3.6,
no litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the best knowledge of the Borrower,
threatened by or against the Borrower or any of its Restricted Subsidiaries or
against any of its or their respective properties or revenues (a) with respect
to the Credit Documents or any Loan or any of the transactions contemplated
hereby, or (b) which could reasonably be expected to have a Material Adverse
Effect.

                                       69


      SECTION 3.7 GOVERNMENT ACTS.

      (a)   Neither the Borrower nor any Credit Party is an "investment
company", or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

      (b)   Neither the Borrower nor any of its Restricted Subsidiaries is a
"holding company", or an "affiliate" of a "holding company" or a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

      SECTION 3.8 MARGIN REGULATIONS. No part of the proceeds of any Loan
hereunder will be used directly or indirectly for any purpose which violates, or
which would be inconsistent with, the provisions of Regulation T, U or X of the
Board of Governors of the Federal Reserve System as now and from time to time
hereafter in effect. The aggregate value of all "margin stock" owned by the
Borrower and its Restricted Subsidiaries taken as a group does not exceed
twenty-five percent (25%) of the value of their assets.

      SECTION 3.9 ERISA.

      Except as could not reasonably be expected to have a Material Adverse
Effect,

      (a)   neither a Reportable Event nor an "accumulated funding deficiency"
(within the meaning of Section 412 of the Code or Section 302 of ERISA) has
occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code;

      (b)   no termination of a Single Employer Plan has occurred resulting in
any liability that has remained underfunded, and no Lien in favor of the PBGC or
a Plan has arisen, during such five-year period; and

      (c)   neither the Borrower, nor any of its Subsidiaries, nor any Commonly
Controlled Entity is currently subject to any liability for a complete or
partial withdrawal from a Multiemployer Plan.

      SECTION 3.10 ENVIRONMENTAL MATTERS.

      Except as to matters which could not reasonably be expected to have a
Material Adverse Effect:

      (a)   the facilities and properties owned, leased or operated by the
Borrower or any of its Restricted Subsidiaries (the "Real Properties") do not
contain any Hazardous Materials in amounts or concentrations which (i)
constitute a violation of, or (ii) could give rise to liability under, any
Environmental Law;

                                       70


      (b)   the Real Properties and all operations of the Borrower and/or its
Subsidiaries at the Real Properties are in compliance, and have in the last five
(5) years been in compliance, in all material respects with all applicable
Environmental Laws, and there is no contamination at, under or about the Real
Properties or violation of any Environmental Law with respect to the Real
Properties or the business operated by the Borrower or any of its Subsidiaries
(the "Business");

      (c)   neither the Borrower nor any of its Restricted Subsidiaries has
received any written or actual notice of violation, alleged violation,
non-compliance, liability or potential liability regarding environmental matters
or compliance with Environmental Laws with regard to any of the Real Properties
or the Business, nor does the Borrower or any of its Restricted Subsidiaries
have knowledge or reason to believe that any such notice will be received or is
being threatened;

      (d)   Hazardous Materials have not been transported or disposed of from
the Real Properties in violation of, or in a manner or to a location which could
give rise to liability under any Environmental Law, nor have any Hazardous
Materials been generated, treated, stored or disposed of at, on or under any of
the Real Properties in violation of, or in a manner that could give rise to
liability under, any applicable Environmental Law;

      (e)   no judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Restricted Subsidiary is or will
be named as a party with respect to the Real Properties or the Business, nor are
there any consent decrees or other decrees, consent orders, administrative
orders or other orders, or other administrative or judicial requirements
outstanding under any Environmental Law with respect to the Real Properties or
the Business; and

      (f)   there has been no release or threat of release of Hazardous
Materials at or from the Real Properties, or arising from or related to the
operations of the Borrower or any Restricted Subsidiary in connection with the
Real Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could give rise to liability under Environmental
Laws.

      SECTION 3.11 PURPOSE OF LOANS. The proceeds of the Loans hereunder shall
be used solely by the Borrower to provide for working capital, Permitted
Acquisitions, Restricted Payments permitted hereunder and other general
corporate purposes (including Capital Stock repurchase programs). The Letters of
Credit shall be used for general corporate purposes.

      SECTION 3.12 SUBSIDIARIES. Set forth on Schedule 3.12 is a complete and
accurate list of all Subsidiaries of the Borrower. Information on the attached
Schedule includes jurisdiction of incorporation; the number of shares of each
class of Capital Stock or other equity interests outstanding; the number and
percentage of outstanding shares of each class of stock owned by Borrower or its
Subsidiaries; and the number and effect, if exercised, of all outstanding
options, warrants, rights of conversion or purchase and similar rights. The
outstanding Capital Stock and other equity interests of all such Subsidiaries is
validly issued, fully paid and non-assessable and is owned, free and clear of
all Liens (other than those arising under or contemplated in

                                       71


connection with the Credit Documents). As of the Closing Date, there are no
Unrestricted Subsidiaries other than the Unrestricted Subsidiaries specifically
listed in the definition thereof.

      SECTION 3.13 OWNERSHIP. Each of the Borrower and its Restricted
Subsidiaries (a) is the owner of, and has good and marketable title to, all of
its respective assets, except as may be permitted pursuant to Section 6.12
hereof, and none of such assets is subject to any Lien other than Permitted
Liens and (b) enjoys peaceful and undisturbed possession of all Real Properties
that are necessary for the operation and conduct of its business.

      SECTION 3.14 INDEBTEDNESS. Except as otherwise permitted under Section
6.1, the Borrower and its Restricted Subsidiaries have no Indebtedness.

      SECTION 3.15 TAXES. Each of the Borrower and its Restricted Subsidiaries
has filed, or caused to be filed, all tax returns (federal, state, local and
foreign) required to be filed other than returns for which failure to file would
not have a Material Adverse Effect and paid (a) all amounts of taxes shown
thereon to be due (including interest and penalties) and (b) all other taxes,
fees, assessments and other governmental charges (including mortgage recording
taxes, documentary stamp taxes and intangibles taxes) owing by it, except for
such taxes (i) which are not yet delinquent or (ii) that are being contested in
good faith and by proper proceedings, and against which adequate reserves are
being maintained in accordance with GAAP or (iii) for which nonpayment would not
have a Material Adverse Effect. Neither the Borrower nor any of its Restricted
Subsidiaries is aware as of the Closing Date of any proposed tax assessments
against it or any of its Restricted Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.

      SECTION 3.16 INTELLECTUAL PROPERTY. Each of the Borrower and its
Restricted Subsidiaries owns, or has the legal right to use, all trademarks,
tradenames, patents, copyrights, technology, know-how and processes
(collectively, the "Intellectual Property") material and necessary for each of
them to conduct its business as currently conducted. Set forth on Schedule 3.16
is a list of all Intellectual Property owned by the Borrower and its Restricted
Subsidiaries or that the Borrower and its Restricted Subsidiaries have the right
to use. Except as provided on Schedule 3.16, no claim has been asserted and is
pending by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor does the Borrower or any of its Restricted Subsidiaries know of
any such claim, and, to the knowledge of the Borrower or any of its Restricted
Subsidiaries, the use of such Intellectual Property by the Borrower or any of
its Restricted Subsidiaries does not infringe on the rights of any Person,
except for such claims and infringements that in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

      SECTION 3.17 SOLVENCY. The fair saleable value of all Credit Parties'
assets, measured on a going concern basis, exceeds all probable liabilities,
including those to be incurred pursuant to this Credit Agreement. The Credit
Parties on a consolidated basis, will not (a) have unreasonably small capital in
relation to the business in which they are engaged or (b) have incurred, or
believe that they will have incurred after giving effect to the transactions
contemplated by this Credit Agreement, Indebtedness beyond their ability to pay
such Indebtedness as it becomes due.

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      SECTION 3.18 INVESTMENTS. All Investments of each of the Borrower and its
Restricted Subsidiaries are Permitted Investments.

      SECTION 3.19 LOCATION OF COLLATERAL. Set forth on Schedule 3.19 is, as of
the Closing Date, a list of the owned real property of the Borrower and its
Restricted Subsidiaries with street address, county and state where located.

      SECTION 3.20 NO BURDENSOME RESTRICTIONS. None of the Borrower or any of
its Restricted Subsidiaries is a party to any agreement or instrument or subject
to any other obligation or any charter or corporate restriction or any provision
of any applicable law, rule or regulation which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

      SECTION 3.21 BROKERS' FEES. None of the Borrower or any of its Restricted
Subsidiaries has any obligation to any Person in respect of any finder's,
broker's, investment banking or other similar fee in connection with the
Extensions of Credit contemplated under the Credit Documents other than the
closing and other fees payable pursuant to this Credit Agreement and the Fee
Letter.

      SECTION 3.22 LABOR MATTERS. None of the Borrower or any of its Restricted
Subsidiaries (i) is currently suffering any strikes, walkouts, work stoppages or
other material labor difficulty, other than as set forth in Schedule 3.22 or
(ii) has knowledge of any potential or pending strike, walkout or work stoppage,
other than as set forth in Schedule 3.22.

      SECTION 3.23 SECURITY DOCUMENTS. The Security Documents create valid
security interests in, and Liens on, the Collateral purported to be covered
thereby, which security interests and Liens are currently (or will be, upon the
filing of appropriate financing statements and the recordation of the applicable
Mortgage Documents in each case in favor of Wachovia, as Administrative Agent
for the Lenders) perfected security interests and Liens, prior to all other
Liens other than Permitted Liens to the extent required by the Security
Documents.

      SECTION 3.24 MATERIAL CONTRACTS. Schedule 3.24 sets forth a true and
correct and complete list of all Material Contracts currently in effect. All of
the Material Contracts are in full force and effect and no material defaults
currently exist thereunder.

      SECTION 3.25 ACCURACY AND COMPLETENESS OF INFORMATION. All factual
information heretofore, contemporaneously or hereafter furnished by or on behalf
of the Borrower or any of its Subsidiaries to the Administrative Agent or any
Lender for purposes of or in connection with this Agreement or any other Credit
Document, or any transaction contemplated hereby or thereby, is or will be true
and accurate in all material respects and not incomplete by omitting to state
any material fact necessary to make such information not misleading. There is no
fact now known to the Borrower or any of its Subsidiaries which has, or could
reasonably be expected to have, a Material Adverse Effect which fact has not
been set forth herein, in the financial statements of the Borrower and its
Subsidiaries furnished to the Administrative Agent and/or the Lenders, or in any
certificate, opinion or other written statement made or furnished by the

                                       73


Borrower to the Administrative Agent and/or the Lenders. Notwithstanding
anything contained in this Section 3.25, the parties hereto acknowledge and
agree that uncertainty is inherent in any forecasts and projections and that
such forecasts and projections do not constitute guarantees of future
performance.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

      SECTION 4.1 CONDITIONS TO CLOSING DATE AND INITIAL EXTENSIONS OF CREDIT.

      The effectiveness of this Agreement and the obligation of the Lenders to
make the initial Extensions of Credit is subject to the satisfaction of the
following conditions precedent:

      (a)   Execution of Agreement. The Administrative Agent shall have received
the following, executed by a duly authorized officer of each party thereto: (i)
counterparts of this Agreement and each of the Security Documents not previously
delivered and (ii) an appropriate Note for the account of each Lender requesting
a Note.

      (b)   Authority Documents. The Administrative Agent shall have received a
secretary's certificate substantially in the form of Schedule 4.1(b) with
respect to each Credit Party attaching the following:

            (i)   Charter Documents. To the extent requested by the
Administrative Agent, copies of the articles of incorporation or other charter
documents, as applicable, of each of the Credit Parties certified to be true and
complete as of a recent date by the appropriate Governmental Authority of the
state of its organization.

            (ii)  Resolutions. Copies of resolutions of the governing body of
each of the Credit Parties approving and adopting the Credit Documents, the
transactions contemplated therein and authorizing execution, delivery and
performance thereof, certified by an officer or general partner of such Person,
as applicable, as of the Closing Date to be true and correct and in force and
effect as of such date.

            (iii) Bylaws. A copy of the bylaws or similar document of each of
the Credit Parties and each corporate general partner of such Person, as
applicable, certified by an officer of such Person or corporate general partner,
as applicable, as of the Closing Date to be true and correct and in force and
effect as of such date.

            (iv)  Good Standing. To the extent requested by the Administrative
Agent, copies of certificates of good standing, existence or its equivalent with
respect to each of the Credit Parties certified as of a recent date by the
appropriate Governmental Authorities of the state of incorporation or
organization.

                                       74


            (v)   Incumbency. An incumbency certificate of each of the Credit
Parties and each corporate general partner of such Person, as applicable,
certified by a secretary or assistant secretary to be true and correct as of the
Closing Date.

      (c)   Legal Opinions of Counsel. The Administrative Agent shall have
received opinions of legal counsel for the Credit Parties, dated the Closing
Date and addressed to the Administrative Agent and the Lenders, in form and
substance reasonably acceptable to the Administrative Agent.

      (d)   Litigation. There shall not exist any pending litigation or
investigation or unresolved regulatory matters affecting or relating to the
Borrower or any of its Restricted Subsidiaries, this Agreement and the other
Credit Documents that could reasonably be expected to have a Material Adverse
Effect, that has not been settled, dismissed, vacated, discharged or terminated
prior to the Closing Date.

      (e)   Reaffirmation Agreement. The Administrative Agent shall have
received the Reaffirmation Agreement, executed by a duly authorized officer of
each party thereto. Notwithstanding anything in the Credit Documents to the
contrary, the Credit Parties shall not be required to obtain or reimburse any
costs related to (i) updated Uniform Commercial Code lien searches, (ii) any
updates or amendments to any Mortgage Documents, (iii) any title endorsements
with respect to the real property subject to the Mortgage Documents or (iv) any
legal opinions with respect to the real property subject to the Mortgage
Documents.

      (f)   Liability, Casualty and Business Interruption Insurance. The
Administrative Agent shall have received copies of insurance policies or
certificates of insurance evidencing liability and casualty insurance meeting
the requirements set forth herein or in the Security Documents and business
interruption insurance satisfactory to the Agents. The Administrative Agent
shall be named (to the extent permitted) as loss payee and/or additional insured
on all such insurance policies for the benefit of the Lenders.

      (g)   Fees. The Administrative Agent, the Syndication Agent and the
Lenders shall have received all fees, if any, owing pursuant to the Fee Letter
and Section 2.7.

      (h)   Solvency Evidence. The Administrative Agent shall have received an
officer's certificate for the Credit Parties prepared by the chief financial
officer or treasurer of the Borrower as to the financial condition, solvency and
related matters of the Credit Parties taken as a whole, after giving effect to
the initial borrowings under the Credit Documents, in substantially the form of
Schedule 4.1(h).

      (i)   Account Designation Letter. The Administrative Agent shall have
received the executed Account Designation Letter in the form of Schedule 1.1(a).

      (j)   Corporate Structure. The corporate, capital and ownership structure
of the Borrower and its Subsidiaries shall be as described in Schedule 3.12.

                                       75


      (k)   Government Consent. The Administrative Agent shall have received
evidence that all governmental, shareholder and material third party consents
and approvals necessary in connection with the transactions contemplated by the
Credit Documents and the financings and other transactions contemplated hereby
have been obtained and all applicable waiting periods have expired without any
action being taken by any authority that could restrain, prevent or impose any
material adverse conditions on such transactions or that could seek or threaten
any of the foregoing.

      (l)   Compliance with Laws. The financings and other transactions
contemplated hereby shall be in compliance with all applicable laws and
regulations (including Environmental Laws and all applicable securities and
banking laws, rules and regulations).

      (m)   Financial Statements. The Administrative Agent shall have received
copies of the financial statements referred to in Section 3.1 hereof.

      (n)   Material Adverse Change. There shall not have been any occurrence or
happening resulting in a Material Adverse Effect since December 31, 2003.

      (o)   Officer's Certificates. The Administrative Agent shall have received
a certificate or certificates executed by the chief financial officer or
treasurer of the Borrower on behalf of the Credit Parties as of the Closing Date
stating that (A) the Credit Parties and each of their Subsidiaries are in
compliance in all material respects with all existing material financial
obligations, (B) all governmental, shareholder and third party consents and
approvals, if any, with respect to the Credit Documents and the transactions
contemplated thereby have been obtained, (C) no action, suit, investigation or
proceeding; is pending or threatened in any court or before any arbitrator or
governmental instrumentality that purports to affect a Credit Party, any of the
Credit Parties' Subsidiaries or any transaction contemplated by the Credit
Documents, if such action, suit, investigation or proceeding would have or be
reasonably expected to have a Material Adverse Effect, and (D) immediately after
giving effect to this Credit Agreement, the other Credit Documents and all the
transactions contemplated therein to occur on such date, (1) no Default or Event
of Default exists, (2) all representations and warranties contained herein and
in the other Credit Documents are true and correct in all material respects, and
(3) the Credit Parties are in compliance with each of the financial covenants
set forth in Section 5.9 on a pro forma basis.

      (p)   Disclosure Schedules. The Lenders shall have received each of the
disclosure schedules to this Agreement and shall have approved the information
contained therein to their reasonable satisfaction.

      (q)   Payment of Certain Amounts Outstanding under Existing Credit
Agreement. The Borrower shall have been paid in cash in full all accrued but
unpaid interest and fees due pursuant to the Existing Credit Agreement.

      (r)   Additional Matters. All other documents and legal matters in
connection with the transactions contemplated by this Agreement shall be
reasonably satisfactory in form and substance to the Administrative Agent and
its counsel.

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      SECTION 4.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT. The obligation of each
Lender to make any Loan and issue any Letter of Credit is subject to the
satisfaction of the following conditions precedent on the date of making such
Loan or issuing such Letter of Credit:

      (a)   Representations and Warranties. The representations and warranties
made by the Credit Parties herein, in the Security Documents or which are
contained in any certificate furnished at any time under or in connection
herewith shall be true and correct in all material respects on and as of the
date of such Extension of Credit as if made on and as of such date (or, if any
such representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date).

      (b)   No Default or Event of Default. No Default or Event of Default shall
have occurred and be continuing on such date or after giving effect to the
Extension of Credit to be made on such date unless such Default or Event of
Default shall have been waived in accordance with this Agreement.

      (c)   Compliance with Commitments. Immediately after giving effect to the
making of any such Extension of Credit (and the application of the proceeds
thereof), (i) the sum of the aggregate principal amount of outstanding Dollar
Revolving-1 Loans plus Swingline Loans plus Dollar LOC Obligations shall not
exceed the Dollar Revolving-1 Committed Amount, (ii) the sum of the aggregate
principal Dollar Amount of outstanding Multi-currency Revolving-1 Loans plus the
Dollar Amount of Multi-currency LOC Obligations shall not exceed the
Multi-currency Revolving-1 Committed Amount, (iii) the Dollar Amount of the LOC
Obligations shall not exceed the LOC Committed Amount and (iv) the Swingline
Loans shall not exceed the Swingline Committed Amount.

      (d)   Additional Conditions to Revolving-1 Loans. If such Loan is made
pursuant to Section 2.1, all conditions set forth in such Section shall have
been satisfied.

      (e)   Additional Conditions to Swingline Loan. If such Loan is made
pursuant to Section 2.2, all conditions set forth in such Section shall have
been satisfied.

      (f)   Additional Conditions to Letters of Credit. If such Letter of Credit
is issued pursuant to Section 2.3, all conditions set forth in such Section
shall have been satisfied.

      Each request for the making of a Loan or issuance of a Letter of Credit
and each acceptance by the Borrower of any such Loan or Letter of Credit shall
be deemed to constitute a representation and warranty by the Borrower as of the
date of the making of such Loan or the issuance of such Letter of Credit that
the applicable conditions in paragraphs (a) through (f) of this Section have
been satisfied.

                                       77


                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

      The Borrower hereby covenants and agrees that on the Closing Date and
thereafter for so long as this Agreement is in effect and until the Commitments
have terminated, no Loan remains outstanding and unpaid and the Obligations,
together with interest, Commitment Fees and all other amounts owing to the
Administrative Agent or any Lender hereunder, are paid in full, the Borrower
shall, and shall cause each of its Restricted Subsidiaries to:

      SECTION 5.1 FINANCIAL STATEMENTS.

      Furnish to the Administrative Agent for distribution to each of the
Lenders:

      (a)   Annual Financial Statements. As soon as available and in any event
within ninety (90) days after the end of each fiscal year of the Borrower:

            (i)   (A) consolidated statements of income, stockholders' equity
and cash flows of the Borrower and its Subsidiaries for such fiscal year and (B)
the related consolidated balance sheet of the Borrower and its Subsidiaries as
at the end of such fiscal year, setting forth in comparative form the
corresponding consolidated figures for the preceding fiscal year, and
accompanied by an opinion thereon of independent certified public accountants of
recognized national standing, which opinion shall state that such consolidated
financial statements fairly present the consolidated financial condition and
results of operations of the Borrower and its Subsidiaries, as at the end of,
and for, such fiscal year in accordance with GAAP, and a certificate of such
accountants stating that, in making the examination necessary for their opinion,
they obtained no knowledge, except as specifically stated, of any Default or
Event of Default; and

            (ii)  (A) consolidated statements of income and cash flows of the
Borrower and its Restricted Subsidiaries and (B) the related consolidated
balance sheet of the Borrower and its Restricted Subsidiaries combined in
significant groups, in each case as at the end of such fiscal year, setting
forth in comparative form the corresponding consolidated figures for the
preceding fiscal year, accompanied by a certificate of a Responsible Officer of
the Borrower, which certificate shall state that such consolidated financial
statements fairly present the consolidated financial condition and results of
operations of the Borrower and its Restricted Subsidiaries as combined or of the
Borrower and its Restricted Subsidiaries, as the case may be, and such
consolidated financial statements fairly present the respective financial
condition and results of operations of the Borrower and its Restricted
Subsidiaries, in accordance with GAAP consistently applied, as at the end of and
for such period (subject to normal year-end audit adjustments); and

      (b)   Quarterly Financial Statements. As soon as available and in any
event within forty-five (45) days after the end of each of the first three
quarterly fiscal periods of each fiscal year of the Borrower, (i) (A)
consolidated statements of income and cash flows of the Borrower and its
Subsidiaries, (B) consolidated statements of income and cash flows of the
Borrower and its Restricted Subsidiaries, in each case for such period and for
the period from the beginning of

                                       78


the respective fiscal year to the end of such period, and (C) consolidating
statements of income of the Borrower and its directly owned Subsidiaries
combined in significant groups for such period, and (ii) (A) the related
consolidated and consolidating balance sheet of the Borrower and its
Subsidiaries and (B) the related consolidated balance sheet of the Borrower and
its Restricted Subsidiaries, in each case as at the end of such period, setting
forth in comparative form the corresponding consolidated figures for the
corresponding periods in the preceding fiscal year, accompanied by a certificate
of a Responsible Officer of the Borrower, which certificate shall state that
such consolidated financial statements fairly present the consolidated financial
condition and results of operations of the Borrower and its Subsidiaries or of
the Borrower and its Restricted Subsidiaries, as the case may be, and such
consolidating financial statements fairly present the respective unconsolidated
financial condition and results of operations of the Borrower and each group of
such Subsidiaries, in accordance with GAAP consistently applied, as at the end
of, and for, such period (subject to normal year-end audit adjustments);

      all such financial statements to be accompanied by a description of, and
an estimation of the effect on the financial statements on account of, a change,
if any, in the application of accounting principles as provided in Section 1.3.

      SECTION 5.2 CERTIFICATES; OTHER INFORMATION.

      Furnish to the Administrative Agent for distribution to each of the
Lenders:

      (a)   promptly upon their becoming available, to the extent not available
by electronic means, copies of all registration statements and regular periodic
reports, if any, that the Borrower shall have filed with the SEC or any national
securities exchange;

      (b)   promptly upon mailing thereof to the shareholders of the Borrower
generally, copies of all financial statements, reports and proxy statements so
mailed;

      (c)   at the time it furnishes each set of financial statements pursuant
to Sections 5.1(a) and 5.1(b) above, a certificate of a Responsible Officer of
the Borrower (i) certifying that (A) the Borrower and its Restricted
Subsidiaries during such period observed or performed in all material respects
all of its covenants and other agreements, and satisfied in all material
respects every condition, contained in this Agreement to be observed, performed
or satisfied by it and (B) no Default or Event of Default has occurred and is
continuing (or, if any Default or Event of Default has occurred and is
continuing, describing the same in reasonable detail and describing the action
that the Borrower has taken or proposes to take with respect thereto) and (ii)
setting forth in reasonable detail the computations necessary to determine
whether the Borrower and its Restricted Subsidiaries are in compliance with
Section 5.9 as of the end of the respective quarterly fiscal period or fiscal
year;

      (d)   within thirty (30) days after the same are sent, to the extent not
available by electronic or other readily accessible means, copies of all reports
(other than those otherwise provided pursuant to Section 5.1 and those which are
of a promotional nature) and other financial information which the Borrower
sends to its stockholders, and within thirty (30) days after the same are filed,
copies of all financial statements and non-confidential reports which the

                                       79


Borrower may make to, or file with the Securities and Exchange Commission or any
successor or analogous Governmental Authority;

      (e)   within ninety (90) days after the end of each fiscal year of the
Borrower, a certificate containing information regarding the amount of all Asset
Dispositions, Debt Issuances, and Equity Issuances that were made during such
prior fiscal year and amounts received in connection with any Recovery Event
during such prior fiscal year; and

      (f)   from time to time such other information regarding the financial
condition, operations, business or prospects of the Borrower or any of its
Subsidiaries or any ERISA Affiliate (including, without limitation, any reports
or other information required to be filed under ERISA with respect to any Plan
or Multiemployer Plan, or any other information regarding the assets, operations
or liabilities of any Plan or Multiemployer Plan) as any Lender or the
Administrative Agent may reasonably request.

      SECTION 5.3 PAYMENT OF OBLIGATIONS.

      Pay, discharge or otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, in accordance with industry practice
(subject, where applicable, to specified grace periods) all of its material
obligations of whatever nature and any additional costs that are imposed as a
result of any failure to so pay, discharge or otherwise satisfy such
obligations, except when the amount or validity of such obligations and costs is
currently being contested in good faith by appropriate proceedings and reserves,
if applicable, in conformity with GAAP with respect thereto have been provided
on the books of the Borrower or its Restricted Subsidiaries, as the case may be.

      SECTION 5.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

      (a)   Preserve and maintain (i) its legal existence and (ii) all of its
material rights, privileges, licenses and franchises, except with respect to
clause (ii), where failure to so maintain could not reasonably be expected to
have a Material Adverse Effect (provided that nothing in this Section 5.4 shall
prohibit any transaction expressly permitted under Section 6.4).

      (b)   Pay and discharge all taxes, assessments and governmental charges or
levies imposed on it or on its income or profits or on any of its assets prior
to the date on which penalties attach thereto, except for any such tax,
assessment, charge or levy (i) the payment of which is being contested in good
faith and by proper proceedings and against which adequate reserves are being
maintained or (ii) in respect of which the failure to make such payment or
discharge could not reasonably be expected to have a Material Adverse Effect.

      SECTION 5.5 MAINTENANCE OF PROPERTY, INSURANCE.

      (a)   Keep all material property used or useful in its business in good
working order and condition (ordinary wear and tear and obsolescence excepted).

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      (b)   Maintain insurance with financially sound and reputable insurance
companies, and with respect to Property and risks of a character usually
maintained by corporations engaged in the same or similar business similarly
situated, against loss, damage and liability of the kinds and in the amounts as
currently maintained by the Borrower and its Restricted Subsidiaries; and
furnish to the Administrative Agent, upon written request, full information as
to the insurance carried; provided, however, that the Borrower and its
Restricted Subsidiaries may maintain self insurance plans to the extent
companies of similar size and in similar businesses do so. The Administrative
Agent shall be named as loss payee or mortgagee, as its interest may appear,
and/or additional insured with respect to any such insurance providing coverage
in respect of any Collateral, and each provider of any such insurance shall
agree, by endorsement upon the policy or policies issued by it or by independent
instruments furnished to the Administrative Agent, that it will give the
Administrative Agent thirty (30) days' prior written notice before any such
policy or policies shall be altered or canceled, and that no act or default of
the Borrower or any of its Restricted Subsidiaries or any other Person shall
affect the rights of the Administrative Agent or the Lenders under such policy
or policies. The present insurance coverage of the Borrower and its Restricted
Subsidiaries is outlined as to carrier, policy number, expiration date, type and
amount on Schedule 5.5(b).

      (c)   On or before the Closing Date, deliver, to the extent not previously
delivered, to the Administrative Agent certificates of insurance satisfactory to
the Administrative Agent evidencing the existence of all insurance required to
be maintained by the Borrower and its Restricted Subsidiaries hereunder and
setting forth the respective coverages, limits of liability, carrier, policy
number and period of coverage. Thereafter, each year the Borrower will deliver
to the Administrative Agent certificates of insurance evidencing that all
insurance required to be maintained by the Borrower and its Restricted
Subsidiaries hereunder will be in effect through the calendar year following the
date of such certificates, subject only to the payment of premiums as they
become due.

      (d)   In case of any material loss, damage to or destruction of the
Property of any Credit Party or any part thereof, such Credit Party shall
promptly give written notice thereof to the Administrative Agent generally
describing the nature and extent of such damage or destruction.

      SECTION 5.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

      (a)   Keep adequate records and books of account in which complete entries
in accordance with GAAP consistently applied and all Requirements of Law shall
be made of all dealings and transactions in relation to its businesses and
activities.

      (b)   Upon reasonable prior notice, permit representatives of the Agents
(or upon the occurrence and during the continuance of any Event of Default, the
Administrative Agent and the Lenders), during normal business hours, to examine,
copy and make extracts from its books and records, to inspect any of its Real
Properties, and to discuss its business and affairs with its officers, all to
the extent reasonably requested by the Agents (or upon the occurrence and during
the continuance of any Event of Default, the Administrative Agent and the
Lenders).

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      SECTION 5.7 NOTICES.

      Give prompt notice in writing to the Administrative Agent (which shall
promptly transmit such notice to each Lender) of:

      (a)   within five (5) Business Days after any Credit Party knows or has
reason to know thereof, the occurrence of any Default or Event of Default or a
change in the Borrower's Debt Rating by either S&P or Moody's;

      (b)   any default or event of default under any Contractual Obligation of
the Borrower or any of its Restricted Subsidiaries which could reasonably be
expected to have a Material Adverse Effect;

      (c)   any legal or arbitral proceedings before any Governmental Authority
and any material development in respect of such legal or other proceedings
affecting the Borrower or any of its Restricted Subsidiaries, except proceedings
that could not (either individually or in the aggregate) reasonably be expected
to have a Material Adverse Effect;

      (d)   as soon as possible, and in any event within ten (10) days after any
Credit Party or any of its Restricted Subsidiaries or any ERISA Affiliate knows
or has reason to believe that any of the events or conditions specified below
with respect to any Plan or Multiemployer Plan has occurred or exists, a
statement signed by a Responsible Officer of the Borrower or such Credit Party
setting forth details respecting such event or condition and the action, if any,
that the Borrower, any Credit Party or any ERISA Affiliate proposes to take with
respect thereto (and a copy of any report or notice required to be filed with or
given to PBGC by the Borrower, any Credit Party or any ERISA Affiliate with
respect to such event or condition):

            (i)   any Reportable Event with respect to a Plan, as to which PBGC
has not by regulation waived the requirement of Section 4043(a) of ERISA that it
be notified within thirty (30) days of the occurrence of such event (provided;
that a failure to meet the minimum funding standard of Section 412 of the Code
or Section 302 of ERISA, including, without limitation, the failure to make on
or before its due date a required installment under Section 412(m) of the Code
or Section 302(e) of ERISA, shall be a reportable event regardless of the
issuance of any waivers in accordance with Section 412(d) of the Code) and any
request for a waiver under Section 412(d) of the Code for any Plan;

            (ii)  the distribution under Section 4041 of ERISA of a notice of
intent to terminate any Plan or any action taken by any Credit Party or any of
its Subsidiaries or any ERISA Affiliate to terminate any Plan;

            (iii) the institution by PBGC of proceedings under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Plan, or the receipt by any Credit Party or any of its Subsidiaries or any ERISA
Affiliate of a notice from a Multiemployer Plan that such action has been taken
by PBGC with respect to such Multiemployer Plan;

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            (iv)  the complete or partial withdrawal from a Multiemployer Plan
by any Credit Party or any of its Subsidiaries or any ERISA Affiliate that
results in liability under Section 4201 or 4204 of ERISA (including the
obligation to satisfy secondary liability as a result of a purchaser default) or
the receipt by the Borrower or any of its Restricted Subsidiaries or any ERISA
Affiliate of notice from a Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to
terminate or has terminated under Section 4041A of ERISA;

            (v)   the institution of a proceeding by a fiduciary of any
Multiemployer Plan against any Credit Party or any of its Subsidiaries or any
ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not
dismissed within thirty (30) days; and

            (vi)  the adoption of an amendment to any Plan that, pursuant to
Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss
of tax-exempt status of the trust of which such Plan is a part if any Credit
Party or any of its Subsidiaries or any ERISA Affiliate fails to timely provide
security to the Plan in accordance with the provisions of said Sections;

      (e)   any assertion of any Environmental Claim by any Person against, or
with respect to the activities of, the Borrower or any of its Restricted
Subsidiaries and notice of any alleged violation of or non-compliance with any
Environmental Laws or any permits, licenses or authorizations, other than any
Environmental Claim or alleged violation that, if adversely determined, would
not (either individually or in the aggregate) have a Material Adverse Effect;
and

      (f)   any other development or event which could reasonably be expected to
have a Material Adverse Effect.

      Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer setting forth- details of the occurrence referred to
therein and stating what action the Borrower proposes to take with respect
thereto. In the case of any notice of a Default or Event of Default, the
Borrower shall specify that such notice is a Default or Event of Default notice
on the face thereof.

      SECTION 5.8 ENVIRONMENTAL LAWS.

      Without limiting the general terms set forth in Section 5.11:

      (a)   Comply in all material respects with, and ensure compliance in all
material respects by all tenants and subtenants, if any, with, all applicable
Environmental Laws and obtain and comply in all material respects with and
maintain, and ensure that all tenants and subtenants obtain and comply in all
material respects with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws except to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect;

                                       83



      (b)   Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws except to the extent that the same are being contested in good faith by
appropriate proceedings and the pendency of such proceedings could not
reasonably be expected to have a Material Adverse Effect; and

      (c)   Defend, indemnify and hold harmless the Administrative Agent and the
Lenders, and their respective employees, agents, officers and directors, from
and against any and all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Borrower any of its Restricted Subsidiaries
or the Real Properties, or any orders, requirements or demands of Governmental
Authorities related thereto, including, without limitation, reasonable
attorney's and consultant's fees, investigation and laboratory fees, response
costs, court costs and litigation expenses, except to the extent that any of the
foregoing arise out of the gross negligence or willful misconduct of the party
seeking indemnification therefor. The agreements in this paragraph shall survive
repayment of the Credit Party Obligations.

      SECTION 5.9 FINANCIAL COVENANTS.

      The Borrower shall, and shall cause each of its Restricted Subsidiaries
to, comply with the following financial covenants:

      (a)   Leverage Ratio. The Leverage Ratio, as of the last day of each
fiscal quarter of the Borrower and its Restricted Subsidiaries, shall be less
than or equal to 4.00 to 1.00.

      (b)   Interest Coverage Ratio. The Interest Coverage Ratio, as of the last
day of each fiscal quarter of the Borrower and its Restricted Subsidiaries,
shall be greater than or equal to 3.00 to 1.0.

      SECTION 5.10 OBLIGATIONS REGARDING SUBSIDIARIES; ADDITIONAL CREDIT
PARTIES; PLEDGED ASSETS.

      (a)   Except as permitted by Section 6.4, the Borrower will, and will
cause each of its Restricted Subsidiaries to take such action from time to time
as shall be necessary to ensure that each of its Restricted Subsidiaries remains
a Subsidiary at all times.

      (b)   As soon as practicable and in any event within thirty (30) days
after the date (the "Creation Date") that (i) any Person (whether newly formed,
acquired or otherwise) becomes a Material Restricted Subsidiary or (ii) any
existing Credit Party acquires any additional Collateral, the Borrower shall
provide the Administrative Agent with written notice thereof setting forth
information in reasonable detail describing the assets of such Person and shall:

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            (i)   within sixty (60) days (or such longer period, not to exceed a
total of ninety (90) days, as agreed to by the Administrative Agent in its sole
discretion) after the Creation Date, if such Person is a wholly-owned Domestic
Subsidiary of a Credit Party, cause such Person to become a Guarantor hereunder
by executing a Joinder Agreement,

            (ii)  within sixty (60) days (or such longer period as agreed to by
the Administrative Agent in its sole discretion) after the Creation Date, cause
one hundred percent (100%) (if such Person is a Domestic Subsidiary) or, unless
otherwise agreed by the Administrative Agent, sixty-five percent (65%) (if such
Person is a First Tier Foreign Subsidiary) of the Capital Stock of such Person
to be delivered to the Administrative Agent (together with, in the case of a
Person that has issued certificated Capital Stock, undated stock powers signed
in blank (unless, with respect to a First Tier Foreign Subsidiary, such stock
powers are inapplicable or deemed unnecessary by the Administrative Agent in its
reasonable discretion under the law of the jurisdiction of incorporation of such
Person)) and pledged to the Administrative Agent pursuant to, in the case of the
pledge of Capital Stock of a Domestic Subsidiary, a joinder to the Pledge
Agreement and, in the case of the pledge of Capital Stock of a First Tier
Foreign Subsidiary, an appropriate pledge agreement(s) in form reasonably
acceptable to the Administrative Agent,

            (iii) within sixty (60) days (or such longer period as agreed to by
the Administrative Agent in its sole discretion) after the Creation Date, if
such Person is a Domestic Subsidiary, cause such Person to grant a security
interest in all owned real property of such Person that is material to the
operations of the Borrower and its Subsidiaries, taken as a whole (as reasonably
determined by the Agents, in consultation with the Borrower), and all personal
property of such Person pursuant to appropriate mortgages and/or security
agreements in substantially the form of the Security Agreement and the Mortgage
Documents, as applicable, or a joinder to the Security Agreement or the Mortgage
Documents, as applicable, subject to no other Liens other than Permitted Liens,
and

            (iv)  within sixty (60) days (or such longer period as agreed to by
the Administrative Agent in its sole discretion) after the Creation Date,
deliver such other documentation as the Administrative Agent may reasonably
request in connection with the foregoing, including, without limitation,
appropriate Collateral filings, certified resolutions and other organizational
and authorizing documents of such Person and favorable opinions of counsel to
such Person (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to above and the
perfection of the Administrative Agent's liens thereunder).

      (c)   Each Credit Party will cause all existing and newly-acquired
Collateral to be subject at all times to a first priority, perfected Lien in
favor of the Administrative Agent pursuant to the requirements of Section
5.10(b) and the terms and conditions of the Security Documents or such other
security documents as the Administrative Agent shall reasonably request, subject
only to Permitted Liens.

      (d)   Notwithstanding the provisions of this Section 5.10 to the contrary,
(i) the Borrower and its Subsidiaries shall not be required to pledge a security
interest in any Excluded

                                       85



Collateral and (ii) so long as no Default or Event of Default has occurred and
is then continuing or would result therefrom and the Borrower has demonstrated
pro forma compliance (after giving effect to such redesignation) with the
financial covenants set forth in Section 5.9 to the reasonable satisfaction of
the Agents, the Borrower may from time to time designate or change any of its
Subsidiaries' status as a Restricted Subsidiary or an Unrestricted Subsidiary.

      SECTION 5.11 COMPLIANCE WITH LAW. The Borrower will, and will cause each
of its Restricted Subsidiaries to, comply with all laws, rules, regulations and
orders, and all applicable restrictions imposed by all Governmental Authorities,
applicable to it and its assets, all to the extent noncompliance with any such
law, rule, regulation, order or restriction could reasonably be expected to have
a Material Adverse Effect.

      SECTION 5.12 AMENDMENTS, MODIFICATIONS. The Borrower will furnish to the
Administrative Agent a copy of each modification, supplement or waiver of any
provisions of any agreement, instrument or other document evidencing or relating
to the charter or bylaws of the Borrower or any of its Restricted Subsidiaries
promptly upon the effectiveness thereof.

      SECTION 5.13 FURTHER ASSURANCES. Upon the request of the Administrative
Agent promptly perform or cause to be performed any and all acts and execute or
cause to be executed any and all documents (including, without limitation,
authorization letters in respect of financing statements and continuation
statements) for filing under the provisions of the Uniform Commercial Code or
any other Requirement of Law which are necessary or advisable to maintain in
favor of the Administrative Agent, for the benefit of the Lenders, Liens on the
Collateral that are duly perfected in accordance with all applicable
Requirements of Law.

                                   ARTICLE VI
                               NEGATIVE COVENANTS

      The Borrower hereby covenants and agrees that on the Closing Date, and
thereafter for so long as this Agreement is in effect and until the Commitments
have terminated, no Loan remains outstanding and unpaid and the Obligations,
together with interest, Commitment Fees and all other amounts owing to the
Administrative Agent or any Lender hereunder, are paid in full, the Borrower
shall, and shall cause each of its Restricted Subsidiaries, to act in accordance
with the following:

      SECTION 6.1 INDEBTEDNESS.

      The Borrower will not, nor will it permit any Restricted Subsidiary to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

      (a)   Indebtedness arising or existing under this Agreement and the other
Credit Documents;

      (b)   Indebtedness of the Borrower and its Restricted Subsidiaries
existing as of the Closing Date as referenced in the financial statements
referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b))
hereto and renewals, refinancings or extensions thereof in a

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principal amount not in excess of that outstanding as of the date of such
renewal, refinancing or extension;

      (c)   Indebtedness (including Capital Lease Obligations and obligations
permitted under Section 6.12) incurred to finance the purchase of equipment, and
other Capital Lease Obligations, not to exceed $50,000,000 in the aggregate
outstanding at any time; provided that (i) such Indebtedness when incurred shall
not exceed the purchase price or cost of construction of such asset and (ii) no
such Indebtedness shall be refinanced for a principal amount in excess of the
principal balance outstanding thereon at the time of such refinancing;

      (d)   intercompany Indebtedness of the Restricted Subsidiaries of the
Borrower to the Borrower or to other Restricted Subsidiaries of the Borrower or
of the Borrower to any of its Restricted Subsidiaries;

      (e)   obligations in connection with any Permitted Receivables Financing,
to the extent such obligations constitute Indebtedness;

      (f)   additional unsecured Indebtedness of the Borrower and its Restricted
Subsidiaries; provided that both before and after giving effect to the
incurrence of such Indebtedness, the Borrower and its Restricted Subsidiaries
shall be in pro forma compliance with the financial covenants set forth in
Section 5.9;

      (g)   Indebtedness of a Restricted Subsidiary (i) consisting of
tax-advantaged industrial revenue bond, industrial development bond or other
similar financings assumed (or taken subject to) in connection with (but not
incurred in connection with or in anticipation of) a Permitted Acquisition and
(ii) existing at the time such Person becomes a Restricted Subsidiary pursuant
to a Permitted Acquisition provided that such Indebtedness was not incurred by
such Person in connection with, or in anticipation or contemplation of, such
Person becoming a Restricted Subsidiary;

      (h)   Indebtedness in respect of Hedging Agreements to the extent
permitted hereunder;

      (i)   other Subordinated Indebtedness; and

      (j)   other secured Indebtedness of the Borrower and its Restricted
Subsidiaries up to but not exceeding $50,000,000 in the aggregate at any one
time outstanding.

      SECTION 6.2 LIENS.

            The Borrower will not, nor will it permit any Restricted Subsidiary
to, contract, create, incur, assume or permit to exist any Lien with respect to
any of its assets, whether now owned or hereafter acquired, except for Permitted
Liens.

      SECTION 6.3 NATURE OF BUSINESS.

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      Neither the Borrower nor any of its Restricted Subsidiaries will engage to
any substantial extent in any line or lines of business activity other than
operations involved in the manufacture, processing and distribution of food or
packaging products or the lines of business conducted by the Borrower or any of
its Restricted Subsidiaries as of the Closing Date or which are related thereto.

      SECTION 6.4 CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.

      The Borrower will not, nor will it permit any Restricted Subsidiary to,

      (a)   enter into any transaction of merger or consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution);

      (b)   acquire any business or assets from, or Capital Stock of, or be a
party to any acquisition of, any Person except:

            (i)   for purchases of inventory and other assets to be sold or used
in the ordinary course of business;

            (ii)  Investments permitted under Section 6.5, and

            (iii) Permitted Acquisitions;

      (c)   convey, sell, lease, transfer or otherwise dispose of, in one
transaction or a series of transactions, any part of its business or assets,
whether now owned or hereafter acquired (including, without limitation,
receivables and leasehold interests), but excluding:

            (i)   any Excluded Disposition or Specified Sale;

            (ii)  obsolete or worn-out Property, tools or equipment no longer
used or useful in its business (other than any Excluded Disposition) or real
Property no longer used or useful in its business;

            (iii) any sale, lease or transfer of assets from a Credit Party to
another Credit Party;

            (iv)  any sale of Transferred Assets by such Person to a Receivables
Financier in connection with a Permitted Receivables Financing;

            (v)   any sale to the extent permitted under Section 6.12; and

            (vi)  sales, transfers and other dispositions of other assets so
long as the aggregate amount thereof sold or otherwise disposed of in any single
fiscal year by the Borrower and its Restricted Subsidiaries shall not have a
book value in excess of ten percent (10%) of the book value of the total assets
of the Borrower and its Restricted Subsidiaries owned on the later of the
Closing Date or the first day of such fiscal year;

                                       88



      provided, that in each case with respect to subsection (vi) above at least
eighty-five (85%) of the consideration received therefor by the Borrower or any
such Restricted Subsidiary is in the form of cash or Cash Equivalents or Capital
Stock or assets acquired in connection with a Permitted Acquisition or Permitted
Investment; and

      (d)   Notwithstanding the foregoing provisions of this Section 6.4, if
after giving effect to any of the succeeding transactions, no Default or Event
of Default will exist hereunder:

            (i)   any Subsidiary of the Borrower may be merged or consolidated
with or into: (A) the Borrower if the Borrower shall be the continuing or
surviving corporation or (B) any other Subsidiary; provided that when any
Restricted Subsidiary is merging or consolidating with or into an Unrestricted
Subsidiary and the Restricted Subsidiary is not the continuing or surviving
Person, the Borrower shall have complied with the requirements of Section
5.10(d); and

            (ii)  the Borrower or any Subsidiary of the Borrower may sell,
lease, transfer or otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or any other Subsidiary of the
Borrower; provided that if the transferor in such a transaction is the Borrower
or a Restricted Subsidiary and the transferee is not the Borrower or a
Restricted Subsidiary, the Borrower shall have complied with the requirements of
Section 5.10(d) with respect to the transfer of such assets.

      (e)   Notwithstanding the foregoing provisions of this Section 6.4, any
Unrestricted Subsidiary may be sold, liquidated, wound up or dissolved, or may
sell, lease, transfer or otherwise dispose of any or all of its assets.

      SECTION 6.5 ADVANCES, INVESTMENTS AND LOANS.

      The Borrower will not, nor will it permit any Restricted Subsidiary to,
lend money or extend credit or make advances to any Person, or purchase or
acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any Person except for Permitted Investments.

      SECTION 6.6 TRANSACTIONS WITH AFFILIATES.

      Except as expressly permitted by this Agreement, the Borrower will not,
nor will it permit any of its Restricted Subsidiaries to, directly or
indirectly: (a) make any investment in an Affiliate other than Permitted
Investments; (b) transfer, sell, lease, assign or otherwise dispose of any
assets to an Affiliate other than Permitted Investments; (c) merge into or
consolidate with or purchase or acquire assets from an Affiliate other than
Permitted Acquisitions or other transactions permitted under Section 6.4 or 6.5;
or (d) enter into any other transaction directly or indirectly with or for the
benefit of an Affiliate (including, without limitation, guarantees and
assumptions of obligations of an Affiliate); provided that (i) any Affiliate who
is an individual may serve as a director, officer or employee of the Borrower or
any of its Restricted Subsidiaries and receive reasonable compensation for his
or her services in such capacity and (ii) the

                                       89



Borrower and its Restricted Subsidiaries may enter into transactions (other than
extensions of credit by the Borrower or any of its Restricted Subsidiaries to an
Affiliate that are not Permitted Investments) if the monetary or business
consideration arising therefrom would be substantially as advantageous to the
Borrower and its Restricted Subsidiaries as the monetary or business
consideration that would be obtained in a comparable transaction with a Person
not an Affiliate.

      SECTION 6.7 OWNERSHIP OF SUBSIDIARIES; RESTRICTIONS. The Borrower will
not, nor will it permit any Restricted Subsidiary to, create, form or acquire
any Subsidiaries, except for (a) wholly-owned Domestic Subsidiaries which, if
Material Restricted Subsidiaries, are joined as Additional Credit Parties in
accordance with the terms hereof, (b) other Domestic Subsidiaries (i) which are
Restricted Subsidiaries or (ii) subject to the requirements of Section 5.10(d),
which are Unrestricted Subsidiaries, or (c) Foreign Subsidiaries. The Borrower
will not, nor will it permit its Restricted Subsidiaries to, sell, transfer,
pledge or otherwise dispose of any Capital Stock or other equity interests in
any of its Restricted Subsidiaries, nor will it permit any of its Restricted
Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of its
Capital Stock or other equity interests, except in a transaction permitted by
Section 6.4.

      SECTION 6.8 FISCAL YEAR; ORGANIZATIONAL DOCUMENTS; MATERIAL CONTRACTS. The
Borrower will not, nor will it permit any of its Restricted Subsidiaries to,
change its fiscal year except in the event that any such change could not
reasonably be expected to have a Material Adverse Effect. The Borrower will not,
nor will it permit any Restricted Subsidiary to, amend, modify or change its
articles of incorporation (or corporate charter or other similar organizational
document) or bylaws (or other similar document) or its jurisdiction of
incorporation in any manner that could reasonably be expected to have a Material
Adverse Effect without the prior written consent of the Required Lenders. The
Borrower will not, nor will it permit any of its Restricted Subsidiaries to,
without the prior written consent of the Administrative Agent, amend, modify,
cancel or terminate or fail to renew or extend or permit the amendment,
modification, cancellation or termination of any of the Material Contracts,
except in the event that such amendments, modifications, cancellations or
terminations could not reasonably be expected to have a Material Adverse Effect.

      SECTION 6.9 LIMITATION ON ACTIONS.

      (a)   The Borrower will not, nor will it permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any such
Person to (i) pay dividends or make any other distributions to any Credit Party
on its Capital Stock or with respect to any other interest or participation in,
or measured by, its profits, (ii) pay any Indebtedness or other obligation owed
to any Credit Party, (iii) make loans or advances to any Credit Party, (iv)
sell, lease or transfer any of its properties or assets to any Credit Party, or
(v) act as a Guarantor and pledge its assets pursuant to the Credit Documents or
any renewals, refinancings, exchanges, refundings or extension thereof, except
(in respect of any of the matters referred to in clauses (i)-(v) above) for such
encumbrances or restrictions existing under or by reason of (A) this Agreement
and the other Credit Documents, (B) applicable law, (C) any document or
instrument governing Indebtedness incurred pursuant to Section 6.1(c), provided
that any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (D) customary restrictions and
conditions

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contained in agreements relating to the sale of a Subsidiary or assets pending
such sale, provided such restrictions and conditions apply only to the
Subsidiary or assets that are to be sold and such sale is permitted hereunder,
(E) restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the assets securing such Indebtedness, (F) customary provisions in
leases and other contracts restricting the assignment thereof, (G) restrictions
contained in documents executed in connection with any Permitted Receivables
Financing, (H) any Permitted Lien or any document or instrument governing any
Permitted Lien, provided that any such restriction contained therein relates
only to the asset or assets subject to such Permitted Lien, (I) restrictions or
conditions existing as a result of the issuance of preferred stock by a
Subsidiary pursuant to warrants outstanding as of the Closing Date for the
acquisition thereof, (J) any document or instrument governing the Senior Notes
as in effect on the Closing Date, and (K) any indenture agreement, instrument or
other arrangement relating to the assets or business of any Subsidiary and
existing prior to the consummation of the Permitted Acquisition in which such
Subsidiary was acquired.

      (b)   The Borrower will not, nor will it permit any Restricted Subsidiary
to, enter into, assume or become subject to any agreement prohibiting or
otherwise restricting the creation or assumption of any Lien upon its properties
or assets, whether now owned or hereafter acquired, or requiring the grant of
any security for such obligation if security is given for some other obligation
except (i) pursuant to this Agreement and the other Credit Documents, (ii)
pursuant to applicable law, (iii) pursuant to any document or instrument
governing Indebtedness incurred pursuant to Section 6.1(c), provided that in the
case of Section 6.1(c) any such restriction contained therein relates only to
the asset or assets constructed or acquired in connection therewith, (iv)
customary restrictions and conditions contained in agreements relating to the
sale of a Subsidiary or assets pending such sale, provided such restrictions and
conditions apply only to the Subsidiary or assets that are to be sold and such
sale is permitted hereunder, (v) restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the assets securing such Indebtedness,
(vi) restrictions or conditions as the result of the issuance of preferred stock
by a Subsidiary pursuant to warrants outstanding as of the Closing Date for the
acquisition thereof, (vii) customary provisions in leases and other contracts
restricting the assignment thereof, (viii) pursuant to the documents executed in
connection with any Permitted Receivables Financing (but only to the extent that
the related prohibitions against other encumbrances pertain to the applicable
Transferred Assets actually sold, contributed, financed or otherwise conveyed or
pledged pursuant to such Permitted Receivables Financing), (ix) restrictions in
any document or instrument governing any Permitted Lien, provided that any such
restriction contained therein relates only to the asset or assets subject to
such Permitted Lien, (x) restrictions or conditions contained in any document or
instrument governing the Senior Notes as in effect on the Closing Date, and (xi)
any indenture agreement, instrument or other arrangement relating to the assets
or business of any Subsidiary and existing prior to the consummation of the
Permitted Acquisition in which such Subsidiary was acquired.

      SECTION 6.10 RESTRICTED PAYMENTS. The Borrower will not, nor will it
permit any Restricted Subsidiary to, directly or indirectly, declare, order,
make or set apart any sum for or pay any Restricted Payment, except (a) to make
dividends payable solely in the same class of Capital Stock of such Person, (b)
to make dividends or other distributions payable to any

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Credit Party (directly or indirectly through Subsidiaries), (c) to make
dividends to or repurchases from the Borrower or the holders of ownership
interests of such Restricted Subsidiary the proceeds of which shall be used to
pay taxes that are then due and payable, (d) in the case of a Receivables
Financing SPC, to make Restricted Payments to its owners to the extent of net
income or other assets available therefor under applicable law, and (e) to make
other Restricted Payments; provided, however (i) for so long as the Leverage
Ratio of the Borrower as of the end of the most recently ended fiscal quarter
for which financial statements have been delivered in accordance with Section
5.1(b) is greater than or equal to 3.75 to 1.0, such Restricted Payments shall
not exceed $50,000,000 during any fiscal year, and (ii) after giving effect to
such Restricted Payments on a Pro Forma Basis, no Default or Event of Default
shall have occurred and/or be continuing or be directly or indirectly caused as
a result thereof. For the purpose of clarification, it is hereby understood and
agreed that to the extent any Restricted Payments are made by the Borrower or
any Restricted Subsidiary in a fiscal year prior to the time upon which
subclause (e)(i) above applies (i.e., at the time that the Leverage Ratio of the
Borrower as of the end of the most recently ended fiscal quarter is less than
3.75 to 1.0), the amount of such Restricted Payments made prior to such time
shall not be counted in the limitation set forth in subclause (e)(i) above.

      SECTION 6.11 PAYMENTS OF SUBORDINATED DEBT, ETC. The Borrower will not,
nor will it permit any Restricted Subsidiary to, after the issuance thereof,
amend or modify (or permit the amendment or modification of) any of the terms of
any Subordinated Indebtedness in a manner materially adverse to the interests of
the Lenders (including specifically shortening the final maturity or average
life to maturity or requiring any payment to be made sooner than originally
scheduled or increase the interest rate or fees applicable thereto or change any
subordination provision thereof). The Borrower will not, nor will it permit any
Restricted Subsidiary to make any optional or voluntary prepayment of
Subordinated Indebtedness.

      SECTION 6.12 SALE LEASEBACKS. The Borrower will not, nor will it permit
any Restricted Subsidiary to, directly or indirectly, become or remain liable as
lessee or as guarantor or other surety with respect to any lease, whether an
operating lease or a Capital Lease, of any property (whether real, personal or
mixed), whether now owned or hereafter acquired in excess of $50,000,000 in the
aggregate on an annual basis, (a) which the Borrower or any Restricted
Subsidiary has sold or transferred or is to sell or transfer to a Person which
is not the Borrower or any Subsidiary or (b) which the Borrower or any
Restricted Subsidiary intends to use for substantially the same purpose as any
other property which has been sold or is to be sold or transferred by the
Borrower or any Restricted Subsidiary to another Person which is not the
Borrower or any Subsidiary in connection with such lease.

      SECTION 6.13 USE OF PROCEEDS. The Borrower will not use the proceeds of
the Loans and Letters of Credit in a manner inconsistent with the uses permitted
under Section 3.11 hereof.

                                   ARTICLE VII
                                EVENTS OF DEFAULT

      SECTION 7.1 EVENTS OF DEFAULT.

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      An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

      (a)   The Borrower shall fail to pay any principal on any Loan when due in
accordance with the terms thereof or hereof; or the Borrower shall fail to
reimburse the Issuing Lender for any LOC Obligations when due in accordance with
the terms hereof; or the Borrower shall fail to pay any interest on any Loan or
any fee or other amount payable hereunder when due in accordance with the terms
thereof or hereof and such failure shall continue unremedied for three (3)
Business Days (or any Guarantor shall fail to pay on the Guaranty in respect of
any of the foregoing or in respect of any other Guaranty Obligations
thereunder); or

      (b)   Any representation or warranty made or deemed made herein, in the
Security Documents or in any of the other Credit Documents or which is contained
in any certificate, document or financial or other statement furnished at any
time under or in connection with this Agreement shall prove to have been
incorrect, false or misleading in any material respect on or as of the date made
or deemed made; or

      (c)   (i) Any Credit Party shall fail to perform, comply with or observe
any term, covenant or agreement applicable to it contained in Sections 5.4(a),
5.7(a) or 5.9 or Article VI hereof; or (ii) any Credit Party shall fail to
comply with any other covenant, contained in this Credit Agreement or the other
Credit Documents or any other agreement, document or instrument among any Credit
Party, the Administrative Agent and the Lenders or executed by any Credit Party
in favor of the Administrative Agent or the Lenders (other than as described in
Sections 7.1 (a) or 7.1(c)(i) above), and in the event such breach or failure to
comply is capable of cure, is not cured within thirty (30) days of its
occurrence; or

      (d)   The Borrower or any of its Restricted Subsidiaries shall (i) default
in any of its obligations under the Contingent Subordinated Obligation; (ii)
default in any payment of principal of or interest on any Indebtedness (other
than the Credit Party Obligations) in a principal amount outstanding of at least
$50,000,000 in the aggregate for the Borrower and any of its Restricted
Subsidiaries beyond the period of grace (not to exceed thirty (30) days), if
any, provided in the instrument or agreement under which such Indebtedness was
created; or (iii) default in the observance or performance of any other
agreement or condition relating to any Indebtedness in a principal amount
outstanding of at least $50,000,000 in the aggregate for the Borrower and its
Restricted Subsidiaries or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or to
permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause, with the giving of
notice if required, such Indebtedness to become due prior to its stated
maturity; or

      (e)   (i) The Borrower or any of its Restricted Subsidiaries shall
commence any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution,

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composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or the
Borrower or any Restricted Subsidiary shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the Borrower
or any Restricted Subsidiary any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of sixty (60) days; or (iii) there shall
be commenced against the Borrower or any Restricted Subsidiary any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within sixty (60) days from the entry thereof; or (iv) the Borrower or any
Restricted Subsidiary shall take any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (v) the Borrower or any Restricted Subsidiary
shall generally not, or shall be unable to, or shall admit in writing its
inability to pay its debts as they become due; or

      (f)   One or more judgments or decrees shall be entered against the
Borrower or any of its Restricted Subsidiaries involving in the aggregate a
liability (to the extent not paid when due or covered by insurance or other
creditworthy indemnitor) of $50,000,000 or more and all such judgments or
decrees shall not have been paid and satisfied, vacated, discharged, stayed or
bonded pending appeal within thirty (30) days from the entry thereof; or

      (g)   (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of
the Borrower, any of its Restricted Subsidiaries or any Commonly Controlled
Entity, (iii) a Reportable Event shall occur with respect to, or proceedings
shall commence to have a trustee appointed, or a trustee shall be appointed, to
administer or to terminate, any Single Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a Trustee is, in the reasonable
opinion of the Required Lenders, likely to result in the termination of such
Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
terminate for purposes of Title IV of ERISA, or (v) the Borrower, any of its
Restricted Subsidiaries or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Lenders is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, any
Multiemployer Plan; and in each case in clauses (i) through (v) above, such
event or condition, together with all other such events or conditions, if any,
could reasonably be expected to have a Material Adverse Effect; or

      (h)   A reasonable basis shall exist for the assertion against the
Borrower or any of its Restricted Subsidiaries, or any predecessor in interest
of the Borrower or any of its Restricted Subsidiaries, of (or there shall have
been asserted against the Borrower or any of its Restricted Subsidiaries) an
Environmental Claim that, in the judgment of the Required Lenders, is reasonably
likely to be determined adversely to the Borrower or any of its Restricted
Subsidiaries, and the amount thereof (either individually or in the aggregate)
is reasonably likely

                                       94



to have a Material Adverse Effect (insofar as such amount is payable by the
Borrower or any of its Restricted Subsidiaries but after deducting any portion
thereof that is reasonably expected to be paid by other creditworthy Persons
jointly and severally liable therefor); or

      (i)   A Change of Control shall occur; or

      (j)   The Guaranty or any provision thereof shall cease to be in full
force and effect or any Guarantor or any Person acting by or on behalf of any
Guarantor shall deny or disaffirm any Guarantor's obligations under the
Guaranty; or

      (k)   Any other Credit Document shall fail to be in full force and effect
or to give the Administrative Agent and/or the Lenders the security interests,
liens, rights, powers and privileges purported to be created thereby (except as
such documents may be terminated or no longer in force and effect in accordance
with the terms thereof, other than those indemnities and provisions which by
their terms shall survive).

      SECTION 7.2 ACCELERATION; REMEDIES. Upon the occurrence of an Event of
Default, then, and in any such event, (a) if such event is an Event of Default
specified in Section 7.1(e) above, automatically the Commitments shall
immediately terminate and the Loans (with accrued interest thereon), and all
other amounts under the Credit Documents (including without limitation the
maximum amount of all contingent liabilities under Letters of Credit) shall
immediately become due and payable, the Administrative Agent shall have the
right to enforce any and all other rights and interests created and existing
under the Credit Documents, including, without limitation, all rights and
remedies existing under the Security Documents, all rights and remedies against
a Guarantor and all rights of set-off, and the Administrative Agent shall have
the right to enforce any and all other rights and remedies of a creditor under
applicable law, and (b) if such event is any other Event of Default, with the
written consent of the Required Lenders, the Administrative Agent may, or upon
the written request of the Required Lenders, the Administrative Agent shall, by
notice to the Borrower (a copy of which shall be sent to the Lenders), take any
or all of the following actions: (i) declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; (ii) declare
the Loans (with accrued interest thereon) and all other amounts owing under this
Agreement and the Notes to be due and payable forthwith and direct the Borrower
to pay to the Administrative Agent cash collateral as security for the LOC
Obligations for subsequent drawings under then outstanding Letters of Credit in
an amount equal to the maximum amount of which may be drawn under Letters of
Credit then outstanding, whereupon the same shall immediately become due and
payable; (iii) enforce any and all other rights and interests created and
existing under the Credit Documents, including, without limitation, all rights
and remedies existing under the Security Documents, all rights and remedies
against a Guarantor and all rights of set-off; and (iv) enforce any and all
rights and remedies of a creditor under applicable law. Except as expressly
provided above in this Section 7.2, presentment, demand, protest and all other
notices of any kind are hereby expressly waived.

      SECTION 7.3 JUDGMENT CURRENCY. The obligation of the Borrower to pay the
Credit Party Obligations and the obligation of any such Person to make payments
of any other amounts payable hereunder or pursuant to any other Credit Document
in the currency specified for such

                                       95



payment shall not be discharged or satisfied by any tender, or any recovery
pursuant to any judgment, which is expressed in or converted into any other
currency, except to the extent that such tender or recovery shall result in the
actual receipt by each of the Administrative Agent and Lenders of the full
amount of the particular Permitted Currency expressed to be payable pursuant to
the applicable Credit Document. The Administrative Agent shall, using all
amounts obtained or received from the Borrower pursuant to any such tender or
recovery in payment of principal of and interest on the Credit Party
Obligations, promptly purchase the applicable currency at the most favorable
spot exchange rate determined by the Administrative Agent to be available to it.
The obligation of the Borrower to make payments in the applicable currency shall
be enforceable as an alternative or additional cause of action solely for the
purpose of recovering in the applicable currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the currency
expressed to be payable pursuant to the applicable Credit Document.

                                  ARTICLE VIII
                                    THE AGENT

      SECTION 8.1 APPOINTMENT. Each Lender hereby irrevocably designates and
appoints Wachovia as the Administrative Agent of such Lender under this
Agreement, and each such Lender irrevocably authorizes Wachovia, as the
Administrative Agent for such Lender, to take such action on its behalf under
the provisions of this Agreement and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of
this Agreement, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent.

      SECTION 8.2 DELEGATION OF DUTIES. The Administrative Agent may execute any
of its duties under this Agreement by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to such
duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care. Without limiting the foregoing, the Administrative Agent may appoint one
of its Affiliates as its agent to perform the functions of the Administrative
Agent hereunder relating to the advancing of funds to the Borrower and
distribution of funds to the Lenders and to perform such other related functions
of the Administrative Agent hereunder as are reasonably incidental to such
functions.

      SECTION 8.3 EXCULPATORY PROVISIONS. Neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement (except
for its or such Person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Credit Party or any officer thereof
contained in this Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement or for the value, validity,

                                       96



effectiveness, genuineness, enforceability or sufficiency of any of the Credit
Documents or for any failure of any Credit Party to perform its obligations
hereunder or thereunder. The Administrative Agent shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance by the Credit Parties of any of the agreements contained in, or
conditions of, this Agreement, or to inspect the properties, books or records of
the Credit Parties.

      SECTION 8.4 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
Note, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it in good faith to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel (including, without limitation,
counsel to the Credit Parties), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent may deem and
treat the payee of any Note as the owner thereof for all purposes unless (a) a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Administrative Agent and (b) the Administrative Agent shall have
received the written agreement of such assignee to be bound hereby as fully and
to the same extent as if such assignee were an original Lender party hereto, in
each case in form satisfactory to the Administrative Agent. The Administrative
Agent shall be fully justified in failing or refusing to take any action under
this Agreement unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under any of the Credit Documents in accordance with a
request of the Required Lenders or all of the Lenders, as may be required under
this Agreement, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the
Loans.

      SECTION 8.5 NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received written notice
from a Lender or the Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders;
provided, however, that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders except to the extent that this Credit Agreement
expressly requires that such action be taken, or not taken, only with the
consent or upon the authorization of the Required Lenders, or all of the
Lenders, as the case may be.

      SECTION 8.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates has
made any representation or warranty to it and that no act by the Administrative
Agent hereinafter taken, including any review of the affairs

                                       97



of the Credit Parties, shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Lender. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also represents
that it will, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Credit Parties which may come
into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

      SECTION 8.7 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent in its capacity hereunder (to the extent not reimbursed by
a Credit Party and without limiting the obligation of a Credit Party to do so),
ratably according to their respective Commitment Percentages in effect on the
date on which indemnification is sought under this Section, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time (including, without limitation, at any time following the
payment of the Loans) be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of any Credit
Document or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by the Administrative Agent under or in connection with any of the foregoing;
provided, however, that no Lender shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements to the extent resulting from
the Administrative Agent's gross negligence or willful misconduct, as determined
by a court of competent jurisdiction. The agreements in this Section 8.7 shall
survive the termination of this Agreement and payment of the Credit Party
Obligations.

      SECTION 8.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The
Administrative Agent in its individual capacity and not in its capacity as
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative Agent hereunder. With respect
to its Loans made or renewed by it and any Note issued to it, the Administrative
Agent in its individual capacity shall have the same rights and powers under
this Agreement as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

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      SECTION 8.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon thirty (30) days' prior notice to the
Borrower and the Lenders. If the Administrative Agent shall resign as
Administrative Agent under this Agreement and the other Credit Documents, then
the Required Lenders shall appoint from among the Lenders a successor agent for
the Lenders, which successor agent shall be approved by the Borrower, so long as
no Default or Event of Default has occurred and is continuing, whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. If no successor Administrative Agent has accepted
appointment as Administrative Agent within sixty (60) days after the retiring
Administrative Agent's giving notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless become effective and the Lenders shall
perform all duties of the Administrative Agent hereunder until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as
provided for above. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Section 8.9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

      SECTION 8.10 RESPONSIBILITY OF OTHER AGENTS. Except as specifically
provided herein, the Syndication Agent, each documentation agent and any other
agents designated as such on the signature pages hereto (other than the
Administrative Agent) shall have no responsibilities under this Agreement or the
other Credit Documents other than as a Lender.

      SECTION 8.11 COLLATERAL AND GUARANTY MATTERS. The Lenders irrevocably
authorize the Administrative Agent, at its option and in its discretion,

      (a)   to release any Lien (granted to or held by the Administrative Agent,
for the ratable benefit of itself and the Lenders, under any Credit Document) on
any Collateral (i) upon repayment of the outstanding principal of and all
accrued interest on the Loans, payment of all outstanding fees and expenses
hereunder, the termination of the Lenders' Commitments and the expiration or
termination of, or other arrangements for cash collateral or security through
one or more letters of credit in respect of, all Letters of Credit, (ii) that is
sold or to be sold as part of or in connection with any sale permitted hereunder
or under any other Credit Document, (iii) owned by an Unrestricted Subsidiary or
any Restricted Subsidiary which is designated as an Unrestricted Subsidiary
pursuant to Section 5.10(d), or (iv) subject to Section 9.1, if approved,
authorized or ratified in writing by the Required Lenders;

      (b)   to subordinate any Lien on any Collateral granted to or held by the
Administrative Agent under any Credit Document to the holder of any Lien on such
Collateral that is permitted by clause (c) of the definition of Permitted Liens;
and

      (c)   to release any Guarantor from its obligations under the Guaranty if
such Person ceases to be a Restricted Subsidiary as a result of a transaction
permitted hereunder; it being understood and agreed that the consent of any of
the Lenders shall not be required in connection

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with the sale of assets or equity interests, or the designation or removal from
time to time of certain Subsidiaries as Guarantors, in each case in compliance
with Section 5.10(d) and Article VI.

Upon request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty, in each case pursuant to
this Section 8.11.

                                   ARTICLE IX
                                  MISCELLANEOUS

      SECTION 9.1 AMENDMENTS, WAIVERS AND CONSENTS. Neither this Agreement, nor
any of the other Credit Documents, nor any terms hereof or thereof may be
amended, supplemented, waived or modified except in accordance with the
provisions of this Section 9.1. The Required Lenders may, or, with the written
consent of the Required Lenders, the Administrative Agent may, from time to
time, enter into with the Borrower written amendments, supplements or
modifications hereto and to the other Credit Documents for the purpose of adding
any provisions to this Agreement or the other Credit Documents or changing in
any manner the rights of the Lenders or of the Borrower hereunder or thereunder
or waive, on such terms and conditions as the Required Lenders may specify in
such instrument, any of the requirements of this Agreement or the other Credit
Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, waiver, supplement or
modification shall:

      (a)   reduce the amount or extend the scheduled date of maturity of any
Loan or Note or any installment thereon, or the reimbursement obligations with
respect to any Letters of Credit, or extend the expiry of any Letter of Credit
beyond the Maturity Date, or reduce the stated rate of any interest or fee
payable hereunder (other than interest at the increased post default rate) or
extend the scheduled date of any payment thereof or increase the amount or
extend the expiration date of any Lender's Commitment, in each case without the
written consent of each Lender directly affected thereby (it being understood
and agreed that changes to the financial definitions and financial covenants
herein shall only require the consent of the Required Lenders and waivers of
mandatory prepayments of the Loans required pursuant to Section 2.9(b) shall not
constitute increases in the Commitment of any Lender or extensions of the
scheduled date of any payments to any Lender); or

      (b)   amend, modify or waive any provision of Section 2.14 in a manner
that would reduce the pro rata amount of any Lender's share of the payments or
commitment reductions required thereby, or this Section 9.1, or reduce the
percentage specified in the definition of Required Lenders, without the written
consent of all the Lenders; or

      (c)   amend, modify or waive any provision of Article VIII without the
written consent of the then Administrative Agent, or affect the rights or duties
of the Issuing Lenders under this Agreement or any LOC Documents relating to any
Letter of Credit issued or to be issued without the written consent of the
Issuing Lenders, or affect the rights or duties of the Swingline Lender

                                      100



under this Agreement without the written consent of the Swingline Lender, or
amend, modify or waive any provisions of the Fee Letter without the written
consent of the parties thereto; or

      (d)   release all or substantially all of the Guarantors from their
obligations under the Guaranty (other than as specifically permitted or
contemplated in this Agreement or the other Credit Documents) without the
written consent of all of the Lenders; or

      (e)   release all or substantially all of the Collateral (other than as
specifically permitted or contemplated in this Agreement or the other Credit
Documents) without the written consent of all of the Lenders; or

      Any such waiver, any such amendment, supplement or modification shall
apply equally to each of the Lenders and shall be binding upon the Borrower, the
other Credit Parties, the Lenders, the Administrative Agent and all future
holders of the Loans. In the case of any waiver, the Borrower, the other Credit
Parties, the Lenders and the Administrative Agent shall be restored to their
former position and rights hereunder and under the outstanding Loans and Notes
and other Credit Documents, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.

      Notwithstanding any of the foregoing to the contrary, the consent of the
Credit Parties shall not be required for any amendment, modification or waiver
of the provisions of Article VIII (other than the provisions of Section 8.9);
provided, however, that the Administrative Agent will provide written notice to
the Borrower of any such amendment, modification or waiver. In addition, the
Borrower and the Lenders hereby authorize the Administrative Agent to modify
this Agreement by unilaterally amending or supplementing the Register from time
to time in the manner requested by the Borrower, the Administrative Agent or any
Lender in order to reflect any assignments or transfers of the Loans as provided
for hereunder; provided, however, that the Administrative Agent shall promptly
deliver a copy of any such modification to the Borrower and each Lender.

      Notwithstanding the fact that the consent of all the Lenders is required
in certain circumstances as set forth above, (x) each Lender is entitled to vote
as such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersede the unanimous consent provisions set forth herein
and (y) the Required Lenders may consent to allow a Credit Party to use cash
collateral in the context of a bankruptcy or insolvency proceeding.

      SECTION 9.2 NOTICES. Except as otherwise provided in Article II, all
notices, requests and demands to or upon the respective parties hereto or to the
Administrative Agent's Correspondent to be effective shall be in writing
(including by telecopy), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) when delivered by hand, (b) when
transmitted via telecopy (or other facsimile device) to the number set out
herein and the appropriate confirmation is received, (c) the day following the
day on which the same has been delivered prepaid or pursuant to an invoice
arrangement to a reputable national overnight air courier service, or (d) on the
earlier of receipt or the fifth (5th) Business Day following the day on

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which the same is sent by certified or registered mail, postage prepaid, return
receipt requested, in each case, addressed as follows in the case of the
Borrower, the other Credit Parties, the Administrative Agent and the
Administrative Agent's Correspondent, and as set forth on Schedule 9.2 in the
case of the Lenders, or to such other address as may be hereafter notified by
the respective parties hereto and any future holders of the Loans:

      The Borrower and the    [Borrower/Name of Credit Party]
      other Credit Parties:   c/o Dean Foods Company
                              2515 McKinney Ave., Suite 1200
                              Dallas, Texas 75201
                              Attention: Treasurer
                              Telecopier: (214) 303-3499
                              Telephone: (214) 303-3400

      The Administrative      Wachovia Bank, National Association
      Agent:                  Charlotte Plaza, 8th Floor
                              201 South College Street
                              Charlotte, North Carolina 28288-0608
                              Attention: Syndication Agency Services
                              Telecopier: (704) 383-0288
                              Telephone: (704) 374-2698

                              with a copy to:

                              Wachovia Bank, National Association
                              One Wachovia Center, DC-5
                              Charlotte, North Carolina 28288-0737
                              Attention: Mr. Jorge Gonzalez
                              Telecopier: (704) 715-1117
                              Telephone: (704) 383-8461

      The Administrative      Wachovia Bank, National Association, London Branch
      Agent's Correspondent:  3 Bishopsgate
                              London 3C2N 3AB
                              United Kingdom
                              Attn: Ms. Maureen Hart
                              Telephone No.: +44 (0) 207 956 4309
                              Telecopy No.: +44 (0) 207 929 4644

      SECTION 9.3 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

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      SECTION 9.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the Notes and the making of the
Loans; provided that all such representations and warranties shall terminate on
the date upon which the Commitments have been terminated and all of the Credit
Party Obligations (excluding the Hedging Obligations) have been paid in full.

      SECTION 9.5 PAYMENT OF EXPENSES AND TAXES. The Credit Parties (jointly and
severally) agree (a) to pay or reimburse the Administrative Agent for all its
reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation, negotiation, printing and execution of, and any
amendment, supplement or modification to, this Agreement and the other Credit
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, together with the reasonable fees and disbursements of counsel to
the Administrative Agent, (b) to pay or reimburse each Lender, the Swingline
Lender, each Issuing Lender, and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the Notes, the other Credit Documents, and any such
other documents, including, without limitation, the reasonable fees and
disbursements of counsel (which may be separate counsel) to each of the
foregoing Persons (including reasonable allocated costs of in-house legal
counsel), (c) on demand, to pay, indemnify, and hold each Lender, the Swingline
Lender, each Issuing Lender, and the Administrative Agent harmless from, any and
all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other similar taxes, if
any, which may be payable or determined to be payable in connection with the
execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, the Credit Documents and any
such other documents, and (d) to pay, indemnify, and hold each Lender, the
Swingline Lender, each Issuing Lender, and the Administrative Agent and their
Affiliates harmless from and against, any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of the Credit
Documents and any such other documents and the use, or proposed use, of proceeds
of the Loans (all of the foregoing, collectively, the "indemnified
liabilities"); provided, however, that the Borrower shall not have any
obligation hereunder to the Administrative Agent or any Lender, the Swingline
Lender, or any Issuing Lender, with respect to indemnified liabilities arising
from the gross negligence or willful misconduct of such Person, as determined by
a court of competent jurisdiction. The agreements in this Section 9.5 shall
survive repayment or assignment of the Loans, Notes and all other amounts
payable hereunder.

      SECTION 9.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING LENDERS.

      (a)   This Agreement shall be binding upon and inure to the benefit of the
Borrower, the other Credit Parties, the Lenders, the Agents, all future holders
of the Loans and their respective successors and assigns, except that no Credit
Party may assign or transfer any of its

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rights or obligations under this Agreement or the other Credit Documents without
the prior written consent of each Lender.

      (b)   Any Lender may, without notice to or consent of any Credit Party or
any Agent, in the ordinary course of its commercial banking business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any Loan owing to such
Lender, any Note held by such Lender, any Commitment of such Lender, or any
other interest of such Lender hereunder; (provided, however, that no settlement
date relating to any such sale shall occur prior to the date which is one (1)
Business Day after the Closing Date). In the event of any such sale by a Lender
of participating interests to a Participant, such Lender's obligations under
this Agreement to the other parties to this Agreement shall remain unchanged,
such Lender shall remain solely responsible for the performance thereof, such
Lender shall remain the holder of any such Loan for all purposes under this
Agreement, and the Credit Parties and the Agents shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. No Lender shall transfer or grant any
participation under which the Participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the scheduled maturity of
any Loan, or extend the expiry date of any Letter of Credit in which such
Participant is participating beyond the Maturity Date, or any installment
thereon in which such Participant is participating, or reduce the stated rate or
extend the time of payment of interest or fees thereon (except in connection
with a waiver of interest at the increased post-default rate) or reduce the
principal amount thereof, or increase the amount of the Participant's
participation over the amount thereof then in effect (it being understood that a
waiver of any Default or Event of Default shall not constitute a change in the
terms of such participation, and that an increase in any Commitment or Loan
shall be permitted without consent of any Participant if the Participant's
participation is not increased as a result thereof), (ii) release all or
substantially all of the Guarantors from their obligations under the Guaranty,
(iii) release all or substantially all of the Collateral, or (iv) consent to the
assignment or transfer by any Credit Party of any of its rights and obligations
under this Agreement other than in accordance with this Agreement. In the case
of any such participation, the Participant shall not have any rights under this
Agreement or any of the other Credit Documents (the Participant's rights against
such Lender in respect of such participation to be those set forth in the
agreement executed by such Lender in favor of the Participant relating thereto)
and all amounts payable by the Borrower hereunder shall be determined as if such
Lender had not sold such participation; provided that each Participant shall be
entitled to the benefits of Sections 2.16, 2.17, 2.18, 2.19, 2.20 and 9.5 with
respect to its participation in the Commitments and the Loans outstanding from
time to time, but no Participant shall be entitled to receive any greater amount
pursuant to such Sections than the transferor Lender would have been entitled to
receive in respect of the amount of the participation transferred by such
transferor Lender to such Participant had no such transfer occurred.

      (c)   Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time after the Closing Date, sell or
assign to any Lender, any Affiliate of a Lender, or in the case of the Tranche
A-1 Term Loan or any Incremental Term Loans, any special purpose entity created
thereby (including, without limitation, any entity which is engaged

                                      104



in investing in bank loans and is administered by a Lender or an Affiliate of a
Lender) or an Approved Fund and with the consent of the Administrative Agent
(provided, however, that no settlement date relating to such sale or assignment
shall occur prior to the date which is one (1) Business Day after the Closing
Date) and, so long as no Event of Default has occurred and is continuing, the
Borrower (in each case, which consent shall not be unreasonably withheld or
delayed), to one or more additional banks, funds or other financial institutions
("Purchasing Lenders"), all or any part of its rights and obligations under this
Agreement and the Loans in minimum amounts of (x) $5,000,000 with respect to its
Dollar Revolving-1 Subcommitment and its Dollar Revolving-1 Loans, (y)
$5,000,000 with respect to its Multi-currency Revolving-1 Subcommitment and its
Multi-currency Revolving-1 Loans or (z) $1,000,000 with respect to its Tranche
A-1 Term Loan or any Incremental Term Loan (or, if less, the entire amount of
such Lender's obligations or such lesser amount agreed to by the Borrower and
the Administrative Agent), pursuant to a Commitment Transfer Supplement,
executed by such Purchasing Lender and such transferor Lender (and, in the case
of a Purchasing Lender that is not then a Lender or an affiliate thereof, the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower), and delivered to the Administrative Agent for its
acceptance and recording in the Register; provided, however, that any sale or
assignment to an existing Lender, an Affiliate of a Lender or in the case of the
Tranche A-1 Term Loan or any Incremental Term Loan, a special purpose entity
created thereby or an Approved Fund shall not require the consent of the
Administrative Agent or the Borrower nor shall any such sale or assignment be
subject to the minimum assignment amounts specified herein. Upon such execution,
delivery, acceptance and recording, from and after the Transfer Effective Date
specified in such Commitment Transfer Supplement, (x) the Purchasing Lender
thereunder shall be a party hereto and, to the extent provided in such
Commitment Transfer Supplement, have the rights and obligations of a Lender
hereunder with a Commitment as set forth therein, and (y) the transferor Lender
thereunder shall, to the extent provided in such Commitment Transfer Supplement,
be released from its obligations under this Agreement (and, in the case of a
Commitment Transfer Supplement covering all or the remaining portion of a
transferor Lender's rights and obligations under this Agreement, such transferor
Lender shall cease to be a party hereto). Such Commitment Transfer Supplement
shall be deemed to amend this Agreement to the extent, and only to the extent,
necessary to reflect the addition of such Purchasing Lender and the resulting
adjustment of Commitment Percentages arising from the purchase by such
Purchasing Lender of all or a portion of the rights and obligations of such
transferor Lender under this Agreement. On or prior to the Transfer Effective
Date specified in such Commitment Transfer Supplement, the Borrower, at its own
expense, and to the extent requested by the Purchasing Lender shall execute and
deliver to the Administrative Agent in exchange for the Notes delivered by the
transferor Lender to the Administrative Agent pursuant to such Commitment
Transfer Supplement new Notes to the order of such Purchasing Lender in an
amount equal to the Commitment assumed by it pursuant to such Commitment
Transfer Supplement and, unless the transferor Lender has not retained a
Commitment hereunder, new Notes to the order of the transferor Lender in an
amount equal to the Commitment retained by it hereunder. Such new Notes shall be
dated the Closing Date and shall otherwise be in the form of the Notes replaced
thereby. The Notes surrendered by the transferor Lender shall be returned by the
Administrative Agent to the Borrower marked "canceled".

                                      105



      (d)   The Administrative Agent shall maintain at its address referred to
in Section 9.2 a copy of each Commitment Transfer Supplement delivered to it and
a register (the "Register") for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amount of the Loans owing to,
each Lender from time to time. The entries in the Register shall be conclusive,
in the absence of manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register as the
owner of the Loan(s) and the Commitment recorded therein for all purposes of
this Agreement. The Register shall be available for inspection by the Borrower
or any Lender at any reasonable time and from time to time upon reasonable prior
notice.

      (e)   Upon its receipt of a duly executed Commitment Transfer Supplement,
together with payment to the Administrative Agent by the transferor Lender or
the Purchasing Lender, as agreed between them, of a registration and processing
fee of $3,500 for each Purchasing Lender listed in such Commitment Transfer
Supplement and any Notes subject to such Commitment Transfer Supplement, the
Administrative Agent shall (i) accept such Commitment Transfer Supplement, (ii)
record the information contained therein in the Register and (iii) give prompt
notice of such acceptance and recordation to the Lenders and the Borrower.

      (f)   The Credit Parties authorize each Lender to disclose to any
Participant or Purchasing Lender (each, a "Transferee") and any prospective
Transferee any and all financial information in such Lender's possession
concerning the Credit Parties, their Subsidiaries and their Affiliates which has
been delivered to such Lender by or on behalf of the Credit Parties pursuant to
this Agreement or which has been delivered to such Lender by or on behalf of the
Credit Parties in connection with such Lender's credit evaluation of the Credit
Parties and their Affiliates prior to becoming a party to this Agreement, in
each case subject to Section 9.15.

      (g)   At the time of each assignment pursuant to this Section 9.6 to a
Person which is not already a Lender hereunder and which is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) for Federal
income tax purposes, the respective assignee Lender shall provide to the
Borrower and the Administrative Agent the appropriate Internal Revenue Service
Forms (and, if applicable, a 2.20 Certificate) described in Section 2.20.

      (h)   Nothing herein shall prohibit any Lender from pledging or assigning
any of its rights under this Agreement (including, without limitation, any right
to payment of principal and interest of any Loan) to any creditor or
representative of creditors including any assignment to any Federal Reserve Bank
or a Farm Credit Bank in accordance with applicable laws. In the case of any
Lender that is a fund that invests in bank loans, such Lender may, without the
consent of any Credit Party or the Administrative Agent, assign or pledge all or
any portion of its Tranche A-1 Term Loan or its Incremental Term Loan or any
instrument evidencing its rights as a Lender under the Tranche A-1 Term Loan or
any Incremental Term Loan under this Agreement to any trustee for, or any other
representative of, holders of obligations owed or securities issued, by such
fund, as security for such obligations or securities; provided that any
foreclosure or similar action by such trustee or representative shall be subject
to the provisions of this Section 9.6 concerning assignments.

      SECTION 9.7 ADJUSTMENTS; SET-OFF.

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      (a)   Each Lender agrees that if any Lender (a "benefited Lender") shall
at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 7.1(e), or otherwise) in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Loans, or interest thereon, such benefited Lender shall
promptly notify the Administrative Agent thereof, and purchase for cash from the
other Lenders a participating interest in such portion of each such other
Lender's Loans, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such
benefited Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest. Each
Credit Party agrees that each Lender so purchasing a portion of another Lender's
Loans may exercise all rights of payment (including, without limitation, rights
of set-off) with respect to such portion as fully as if such Lender were the
direct holder of such portion.

      (b)   In addition to any rights and remedies of the Lenders provided by
law (including, without limitation, other rights of set-off), each Lender shall
have the right, without prior notice to any Credit Party, any such notice being
expressly waived by each Credit Party to the extent permitted by applicable law,
upon the occurrence and during the continuance of any Event of Default, to
setoff and appropriate and apply any and all deposits (general or special, time
or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or the
account of a Credit Party, or any part thereof in such amounts as such Lender
may elect, against and on account of the obligations and liabilities of such
Credit Party to such Lender hereunder and claims of every nature and description
of such Lender against such Credit Party, in any currency, whether arising
hereunder, under the Notes or under any documents contemplated by or referred to
herein or therein, as such Lender may elect, whether or not such Lender has made
any demand for payment and although such obligations, liabilities and claims may
be contingent or unmatured. The aforesaid right of set-off may be exercised by
such Lender against each Credit Party or against any trustee in bankruptcy,
debtor in possession, assignee for the benefit of creditors, receiver or
execution, judgment or attachment creditor of such Credit Party, or against
anyone else claiming through or against such Credit Party or any such trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receiver, or execution, judgment or attachment creditor, notwithstanding the
fact that such right of set-off shall not have been exercised by such Lender
prior to the occurrence of any Event of Default. Each Lender agrees promptly to
notify the Borrower (or other Credit Party, as the case may be) and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.

      (c)   Any amount to be set-off pursuant to clause (b) above may be
denominated in any Permitted Currency. Any such amount which is denominated in
an Alternative Currency shall be

                                      107



converted to Dollars in an amount equal to the Dollar Amount of such amount at
the most favorable spot exchange rate determined by the Administrative Agent to
be available to it; provided that if at the time of any such determination no
such spot exchange rate can reasonably be determined, the Administrative Agent
may use any reasonable method as it deems applicable to determine such rate, any
such determination to be conclusive absent manifest error. Each Lender and any
assignee or participant of such Lender in accordance with Section 9.6 are hereby
authorized by each Credit Party to combine currencies, as deemed necessary by
such Person, in order to effect any set-off pursuant to clause (b) above.

      SECTION 9.8 TABLE OF CONTENTS AND SECTION HEADINGS. The table of contents
and the Section and subsection headings herein are intended for convenience only
and shall be ignored in construing this Agreement.

      SECTION 9.9 COUNTERPARTS. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Borrower and the Administrative Agent.

      SECTION 9.10 EFFECTIVENESS. This Credit Agreement shall become effective
on the date on which all of the parties have signed a copy hereof (whether the
same or different copies) and shall have delivered the same to the
Administrative Agent pursuant to Section 9.2 or, in the case of the Lenders,
shall have given to the Administrative Agent written, telecopied or telex notice
(actually received) at such office that the same has been signed and mailed to
it.

      SECTION 9.11 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      SECTION 9.12 INTEGRATION. This Agreement and the other Credit Documents
represent the entire agreement of the Credit Parties, the Agents and the Lenders
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by any Agent, any Credit Party or
any Lender relative to the subject matter hereof not expressly set forth or
referred to herein or in the other Credit Documents.

      SECTION 9.13 GOVERNING LAW. This Agreement and the rights and obligations
of the parties under this Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

      SECTION 9.14 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. All judicial
proceedings brought against the Borrower and/or any other Credit Party with
respect to this Agreement or any of the other Credit Documents may be brought in
any state or federal court of competent jurisdiction in the State of North
Carolina or the State of New York, and, by execution and delivery of this
Agreement, each of the Borrower and the other Credit Parties accepts, for itself

                                      108



and in connection with its properties, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be
bound by any final judgment rendered thereby in connection with this Agreement
from which no appeal has been taken or is available. Each of the Borrower and
the other Credit Parties irrevocably agrees that all service of process in any
such proceedings in any such court may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to it at its address set forth in Section 9.2 or at such other
address of which the Administrative Agent shall have been notified pursuant
thereto, such service being hereby acknowledged by each of the Borrower and the
other Credit Parties to be effective and binding service in every respect. To
the fullest extent it may legally and effectively do so, each of the Borrower,
the other Credit Parties, the Administrative Agent and the Lenders irrevocably
waives any objection, including, without limitation, any objection to the laying
of venue or based on the grounds of forum non conveniens which it may now or
hereafter have to the bringing of any such action or proceeding in any such
jurisdiction. Nothing herein shall affect the right to serve process in any
other manner permitted by law or shall limit the right of any Lender to bring
proceedings against the Borrower or the other Credit Parties in the court of any
other jurisdiction.

      SECTION 9.15 CONFIDENTIALITY.

      The Administrative Agent and each of the Lenders agrees that it will use
its commercially reasonable efforts not to disclose without the prior consent of
the Borrower (other than to its employees, affiliates, auditors or counsel or to
another Lender) any information with respect to the Borrower and its
Subsidiaries which is furnished pursuant to this Agreement, any other Credit
Document or any documents contemplated by or referred to herein or therein and
which is designated by the Borrower to the Lenders in writing as confidential or
as to which it is otherwise reasonably clear such information is not public,
except that any Lender may disclose any such information (a) as has become
generally available to the public other than by a breach of this Section 9.15,
(b) as may be required or appropriate in any report, statement or testimony
submitted to any municipal, state or federal regulatory body having or claiming
to have jurisdiction over such Lender or to the Federal Reserve Board or the
Federal Deposit Insurance Corporation or the Office of the Comptroller of the
Currency ("OCC") or the National Association of Insurance Commissioners ("NAIC")
or the Farm Credit Administration ("FCA") or similar organizations (whether in
the United States or elsewhere) or their successors, (c) as may be required or
appropriate in response to any summons or subpoena or any law, order, regulation
or ruling applicable to such Lender, after notice to the Borrower and
opportunity to object to such disclosure to the extent reasonably practicable,
(d) to any direct or indirect contractual counterparty in any swap, hedge or
similar agreement (or to any such contractual counterparty's professional
advisor), so long as such contractual counterparty (or such professional
advisor) agrees to be bound by the provisions of this Section 9.15, (e) to any
prospective Participant or assignee in connection with any contemplated transfer
pursuant to Section 9.6, provided that such prospective transferee shall have
been made aware of this Section 9.15 and shall have agreed to be bound by its
provisions as if it were a party to this Agreement or (f) to Gold Sheets and
other similar bank trade publications; such information to consist of deal terms
and other information regarding the credit facilities evidenced by this
Agreement customarily found in such publications.

                                      109



      SECTION 9.16 ACKNOWLEDGMENTS.

      The Borrower and the other Credit Parties each hereby acknowledges that:

      (a)   it has been advised by counsel in the negotiation, execution and
delivery of each Credit Document;

      (b)   neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower or any other Credit Party arising out
of or in connection with this Agreement and the relationship between
Administrative Agent and Lenders, on one hand, and the Borrower and the other
Credit Parties, on the other hand, in connection herewith is solely that of
debtor and creditor;

      (c)   no joint venture exists among the Lenders or among the Borrower or
the other Credit Parties and the Lenders; and

      (d)   this Agreement constitutes an amendment and restatement of the
Existing Credit Agreement, as amended, effective from and after the Closing
Date. The execution and delivery of this Agreement shall not constitute a
novation of any indebtedness or other obligations owing to the Lenders or the
Administrative Agent under the Existing Credit Agreement based on facts or
events occurring or existing prior to the execution and delivery of this
Agreement. On the Closing Date, the credit facilities described in the Existing
Credit Agreement, as amended, shall be amended, supplemented, modified and
restated in their entirety by the facilities described herein, and all loans and
other obligations of the Borrower outstanding as of such date under the Existing
Credit Agreement, as amended, shall be deemed to be loans and obligations
outstanding under the corresponding facilities described herein, without any
further action by any Person, except that the Administrative Agent shall make
such transfers of funds as are necessary in order that the outstanding balance
of such Loans, together with any Loans funded on the Closing Date, reflect the
Commitments of the Lenders hereunder.

      SECTION 9.17 APPROVALS AND ACKNOWLEDGEMENTS.

      (a)   The Credit Parties and the Lenders hereby acknowledge and approve
the amendments to the Security Documents set forth in the Reaffirmation
Agreement.

      (b)   The Borrower has previously designated certain Subsidiaries as
Restricted Subsidiaries. Pursuant to the terms of the Existing Credit Agreement,
the Credit Parties are required to deliver to the Administrative Agent certain
documents, certificates and confirmations in connection with such designation.
The Administrative Agent and the Lenders hereby waive any Default or Event of
Default that may have resulted from the failure of the Borrower and its
Subsidiaries to comply with applicable deadlines in the Credit Documents with
respect to such designation. As soon as possible but in any event within ninety
(90) days after the Closing Date (unless such time period is extended by the
Administrative Agent in its sole discretion), the Borrower shall have complied
with the provisions of Section 5.10 with respect to the designation of such
Restricted Subsidiaries.

                                      110



      SECTION 9.18 WAIVERS OF JURY TRIAL. THE BORROWER, THE OTHER CREDIT
PARTIES, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN. The parties hereto agree that they shall not have
a remedy of punitive or exemplary damages against the other in any judicial
proceeding, any dispute, claim or controversy arising out of, connected with or
relating to this Agreement and other Credit Documents ("Disputes"), and hereby
waive any right or claim to punitive or exemplary damages they have now or which
may arise in the future in connection with any Dispute.

      SECTION 9.19 PATRIOT ACT. Each Lender that is subject to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act") hereby notifies the Borrower that pursuant to the
requirements of the Act, it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of
the Borrower and other information that will allow such Lender to identify the
Borrower in accordance with the Act.

                                    ARTICLE X
                                    GUARANTY

      Each of the Guarantors hereby agrees as follows:

      SECTION 10.1 THE GUARANTY.

      In order to induce the Lenders to enter into this Agreement and to extend
credit hereunder and in recognition of the direct benefits to be received by the
Guarantors from the Extensions of Credit hereunder, each of the Guarantors
hereby agrees with the Administrative Agent and the Lenders as follows: each
Guarantor hereby unconditionally and irrevocably jointly and severally
guarantees as primary obligor and not merely as surety the full and prompt
payment when due, whether upon maturity, by acceleration or otherwise, of any
and all indebtedness of the Borrower to the Administrative Agent and the
Lenders. If any or all of the indebtedness of the Borrower to the Administrative
Agent and the Lenders becomes due and payable hereunder, each Guarantor
unconditionally promises to pay such indebtedness to the Administrative Agent
and the Lenders, on order, on demand, together with any and all reasonable
expenses which may be incurred by the Administrative Agent or the Lenders in
collecting any of the indebtedness. The word "indebtedness" is used in this
Article X in its most comprehensive sense and includes any and all advances,
debts, obligations and liabilities of the Borrower arising in connection with
this Agreement, including, without limitation, Hedging Obligations permitted
hereunder, in each case, heretofore, now, or hereafter made, incurred or
created, whether voluntarily or involuntarily, absolute or contingent,
liquidated or unliquidated, determined or undetermined, whether or not such
indebtedness is from time to time reduced, or extinguished and thereafter
increased or incurred, whether the Borrower may be liable individually or
jointly with others, whether or not recovery upon such indebtedness may be or
hereafter become barred by any

                                      111



statute of limitations, and whether or not such indebtedness may be or hereafter
become otherwise unenforceable.

      Notwithstanding any provision to the contrary contained herein or in any
other of the Credit Documents, to the extent the obligations of a Guarantor
shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each such Guarantor
hereunder shall be limited to the maximum amount that is permissible under
applicable law (whether federal or state and including, without limitation, the
Bankruptcy Code).

      SECTION 10.2 BANKRUPTCY. Additionally, each of the Guarantors
unconditionally and irrevocably guarantees jointly and severally the payment of
any and all indebtedness of the Borrower to the Lenders whether or not due or
payable by the Borrower upon the occurrence of any of the events specified in
Section 7.1(e), and unconditionally promises to pay such indebtedness to the
Administrative Agent for the account of the Lenders, or order, on demand, in
lawful money of the United States. Each of the Guarantors further agrees that to
the extent that the Borrower or a Guarantor shall make a payment or a transfer
of an interest in any property to the Administrative Agent or any Lender, which
payment or transfer or any part thereof is subsequently invalidated, declared to
be fraudulent or preferential, or otherwise is avoided, and/or required to be
repaid to the Borrower or a Guarantor, the estate of the Borrower or a
Guarantor, a trustee, receiver or any other party under any bankruptcy law,
state or federal law, common law or equitable cause, then to the extent of such
avoidance or repayment, the obligation or part thereof intended to be satisfied
shall be revived and continued in full force and effect as if said payment had
not been made.

      SECTION 10.3 NATURE OF LIABILITY. The liability of each Guarantor
hereunder is exclusive and independent of any security for or other guaranty of
the indebtedness of the Borrower whether executed by any such Guarantor, any
other guarantor or by any other party, and no Guarantor's liability hereunder
shall be affected or impaired by (a) any direction as to application of payment
by the Borrower or by any other party, or (b) any other continuing or other
guaranty, undertaking or maximum liability of a guarantor or of any other party
as to the indebtedness of the Borrower, or (c) any payment on or in reduction of
any such other guaranty or undertaking, or (d) any dissolution, termination or
increase, decrease or change in personnel by the Borrower, or (e) any payment
made to the Administrative Agent or the Lenders on the indebtedness which the
Administrative Agent or such Lenders repay the Borrower pursuant to court order
in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each of the Guarantors waives any right to the deferral
or modification of its obligations hereunder by reason, of any such proceeding.
The obligations of the Guarantors hereunder are absolute and unconditional,
irrespective of the value, genuineness, validity, regularity or enforceability
of any of the Credit Documents, any Hedging Agreement entered into in connection
with this Agreement, or any other agreement or instrument referred to therein,
to the fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or a guarantor.

      SECTION 10.4 INDEPENDENT OBLIGATION. The obligations of each Guarantor
hereunder are independent of the obligations of any other Guarantor or the
Borrower, and a separate action or

                                      112



actions may be brought and prosecuted against each Guarantor whether or not
action is brought against any other Guarantor or the Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.

      SECTION 10.5 AUTHORIZATION. Each of the Guarantors authorizes the
Administrative Agent and each Lender without notice or demand (except as shall
be required by applicable statute and cannot be waived), and without affecting
or impairing its liability hereunder, from time to time to (a) renew,
compromise, extend, increase, accelerate or otherwise change the time for
payment of, or otherwise change the terms of the indebtedness or any part
thereof in accordance with this Agreement, including any increase or decrease of
the rate of interest thereon, (b) take and hold security from any Guarantor or
any other party for the payment of this Guaranty or the indebtedness and
exchange, enforce, waive and release any such security, (c) apply such security
and direct the order or manner of sale thereof as the Administrative Agent and
the Lenders in their discretion may determine and (d) release or substitute any
one or more endorsers, guarantors, the Borrower or other obligors.

      SECTION 10.6 RELIANCE. It is not necessary for the Administrative Agent or
the Lenders to inquire into the capacity or powers of the Borrower or the
officers, directors, partners or agents acting or purporting to act on their
behalf, and any indebtedness made or created in reliance upon the professed
exercise of such powers shall be guaranteed hereunder.

      SECTION 10.7 WAIVER.

      (a)   Each of the Guarantors waives any right (except as shall be required
by applicable statute and cannot be waived) to require the Administrative Agent
or any Lender to (i) proceed against the Borrower, any other Guarantor or any
other party, (ii) proceed against or exhaust any security held from the
Borrower, any other Guarantor or any other party, or (iii) pursue any other
remedy in the Administrative Agent's or any Lender's power whatsoever. Each of
the Guarantors waives any defense based on or arising out of any defense of the
Borrower, any other Guarantor or any other party other than payment in full of
the indebtedness, including without limitation any defense based on or arising
out of the disability of the Borrower, any other Guarantor or any other party,
or the unenforceability of the indebtedness or any part thereof from any cause,
or the cessation from any cause of the liability of the Borrower other than
payment in full of the indebtedness. Without limiting the generality of the
provisions of this Article X, each of the Guarantors hereby specifically waives
the benefits of N.C. Gen. Stat. Section 26-7 through 26-9, inclusive or similar
provision of any Applicable Law. The Administrative Agent or any of the Lenders
may, at their election, foreclose on any security held by the Administrative
Agent or a Lender by one or more judicial or nonjudicial sales, whether or not
every aspect of any such sale is commercially reasonable (to the extent such
sale is permitted by applicable law), or exercise any other right or remedy the
Administrative Agent and any Lender may have against the Borrower or any other
party, or any security, without affecting or impairing in any way the liability
of any Guarantor hereunder except to the extent the indebtedness has been paid.
Each of the Guarantors waives any defense arising out of any such election by
the Administrative Agent and each of the Lenders, even though such election
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of the Guarantors against the Borrower or any other party
or any security.

                                      113



      (b)   Each of the Guarantors waives all presentments, demands for
performance, protests and notices, including without limitation notices of
nonperformance, notice of protest, notices of dishonor, notices of acceptance of
this Guaranty, and notices of the existence, creation or incurring of new or
additional indebtedness. Each Guarantor assumes all responsibility for being and
keeping itself informed of each of the Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the indebtedness and the nature, scope and extent of the risks which such
Guarantor assumes and incurs hereunder, and agrees that neither the
Administrative Agent nor any Lender shall have any duty to advise such Guarantor
of information known to it regarding such circumstances or risks.

      (c)   Each of the Guarantors hereby agrees it will not exercise any rights
of subrogation which it may at any time otherwise have as a result of this
Guaranty (whether contractual, under Section 509 of the U.S. Bankruptcy Code, or
otherwise) to the claims of the Administrative Agent and the Lenders against the
Borrower or any other guarantor of the indebtedness of the Borrower owing to the
Lenders (collectively, the "Other Parties") and all contractual, statutory or
common law rights of reimbursement, contribution or indemnity from any Other
Party which it may at any time otherwise have as a result of this Guaranty until
such time as the Loans hereunder shall have been paid, the Letters of Credit
have expired or terminated (or otherwise have been cash collateralized to the
satisfaction of the Issuing Lenders) and the Commitments have been terminated.
Each of the Guarantors hereby further agrees not to exercise any right to
enforce any other remedy which the Administrative Agent and the Lenders now have
or may hereafter have against any Other Party, any endorser or any other
guarantor of all or any part of the indebtedness of the Borrower and any benefit
of, and any right to participate in, any security or collateral given to or for
the benefit of the Administrative Agent and the Lenders to secure payment of the
indebtedness of the Borrower until such time as the Loans hereunder shall have
been paid, the Letters of Credit have expired or terminated (or otherwise have
been cash collateralized to the satisfaction of the Issuing Lenders) and the
Commitments have been terminated.

      SECTION 10.8 LIMITATION ON ENFORCEMENT. The Lenders agree that this
Guaranty may be enforced only by the action of the Administrative Agent acting
upon the instructions of the Required Lenders and that no Lender shall have any
right individually to seek to enforce or to enforce this Guaranty, it being
understood and agreed that such rights and remedies may be exercised by the
Administrative Agent for the benefit of the Lenders upon the terms of this
Agreement. The Lenders further agree that this Guaranty may not be enforced
against any director, officer, employee or stockholder of the Guarantors.

      SECTION 10.9 CONFIRMATION OF PAYMENT. The Administrative Agent and the
Lenders will, upon request after payment of the indebtedness and obligations
which are the subject of this Guaranty and termination of the commitments
relating thereto, confirm to the Borrower, the Guarantors or any other Person
that such indebtedness and obligations have been paid and the commitments
relating thereto terminated, subject to the provisions of Section 10.2.

                                      114



      SECTION 10.10 AGREEMENTS FOR CONTRIBUTION.

      (a)   To the extent any Guarantor is required, by reason of its
obligations hereunder, to pay to any Lender an amount greater than the amount of
value (as determined in accordance with applicable law) actually made available
to or for the benefit of such Guarantor on account of this Agreement, this
Guaranty or any other Credit Document, such Guarantor shall have an enforceable
right of contribution against the Borrower and the remaining Guarantors, and the
Borrower and the remaining Guarantors shall be jointly and severally liable, for
repayment of the full amount of such excess payment. Subject only to the
subordination provided in Section 10.7(c), such Guarantor further shall be
subrogated to any and all rights of the Lenders against the Borrower and the
remaining Guarantors to the extent of such excess payment.

      (b)   To the extent that any Guarantor would, but for the operation of
this Section 10.10 and by reason of its obligations hereunder or its obligations
to other Guarantors under this Section 10.10, be rendered insolvent for any
purpose under applicable law (whether federal or state and including, without
limitation, the Bankruptcy Code), each of the Guarantors hereby agrees to
indemnify such Guarantor and commits to make a contribution to such Guarantor's
capital in an amount at least equal to the amount necessary to prevent such
Guarantor from having been rendered insolvent by reason of the incurrence of any
such obligations.

      (c)   To the extent that any Guarantor would, but for the operation of
this Section 10.10 be rendered insolvent under any applicable law (whether
federal or state and including, without limitation, the Bankruptcy Code) by
reason of its incurring of obligations to any other Guarantor under the
foregoing clauses (a) and (b), such Guarantor shall, in turn, have rights of
contribution and indemnity, to the full extent provided in the foregoing clauses
(a) and (b), against the Borrower and the remaining Guarantors, such that all
obligations of all of the Guarantors hereunder and under this Section 10.10
shall be allocated in a manner such that no Guarantor shall be rendered
insolvent for any purpose under applicable law (whether federal or state and
including, without limitation, the Bankruptcy Code) by reason of its incurrence
of such obligations.

      SECTION 10.11 REINSTATEMENT. The Guarantors agree that, if any payment
made by the Borrower or any other Person applied to the Credit Party Obligations
is at any time annulled, set aside, rescinded, invalidated, declared to be
fraudulent or preferential or otherwise required to be refunded or repaid, or
the proceeds of any collateral are required to be returned by the Administrative
Agent or any Lender to the Borrower, its estate, trustee, receiver or any other
party, including, without limitation, any Guarantor, under any applicable law or
equitable cause, then, to the extent of such payment or repayment, the liability
of each Guarantor hereunder shall be and remain in full force and effect, as
fully as if such payment had never been made, and, if prior thereto, this
Guaranty shall have been canceled or surrendered, this Guaranty shall be
reinstated in full force and effect, and such prior cancellation or surrender
shall not diminish, release, discharge, impair or otherwise affect the
obligations of the Guarantors in respect of the amount of such payment.

                            [Signature Pages Follow]

                                      115



                                      116



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

BORROWER:                     DEAN FOODS COMPANY

                              By: ______________________________________
                              Name: Cory M Olson
                              Title: SVP/Treasurer

GUARANTORS:                   31 LOGISTICS, INC., a Delaware corporation

                              ALTA-DENA CERTIFIED DAIRY, INC., a Delaware
                              corporation

                              BARBER ICE CREAM, LLC, a Delaware limited
                              liability company

                              BARBER MILK, INC., a Delaware corporation
                              (formerly known as Barber Dairies, Inc., by change
                              of name only)

                              BERKELEY FARMS, INC., a California corporation

                              BROUGHTON FOODS, LLC, a Delaware limited liability
                              company

                              COUNTRY DELITE FARMS, LLC, a Delaware limited
                              liability company

                              COUNTRY FRESH, LLC, a Michigan limited liability
                              company

                              CREAMLAND DAIRIES, INC., a New Mexico corporation

                              DAIRY FRESH, LLC, a Delaware limited liability
                              company

                              DEAN DAIRY HOLDINGS, LLC, a Delaware limited
                              liability company

                              DEAN DAIRY PRODUCTS COMPANY, a Pennsylvania
                              corporation

                              DEAN FOODS COMPANY OF CALIFORNIA, INC., a Delaware
                              corporation

                              DEAN FOODS COMPANY OF INDIANA, INC., a Delaware
                              corporation

                              Each of the above:
                              By: ______________________________________
                              Name:  Cory Olson
                              Title: Authorized Agent

[Amended and Restated Credit Agreement - Dean Foods Company]



                              DEAN FOODS NORTH CENTRAL, INC., a Delaware
                              corporation

                              DEAN HOLDING COMPANY, a Delaware corporation
                              (formerly known as Blackhawk Acquisition Corp.,
                              successor by merger to Dean Foods Company, a
                              Delaware corporation)

                              DEAN ILLINOIS DAIRIES, LLC, a Delaware limited
                              liability company

                              DEAN INTERNATIONAL HOLDING COMPANY, a Delaware
                              corporation

                              DEAN MANAGEMENT CORPORATION, a Delaware
                              corporation (formerly known as Suiza Management
                              Corporation, by change of name only)

                              DEAN MIDWEST II, LLC, a Delaware limited liability
                              company

                              DEAN MIDWEST, LLC, a Delaware limited liability
                              company

                              DEAN MILK COMPANY, INC., a Kentucky corporation

                              DEAN NATIONAL BRAND GROUP, INC., a Delaware
                              corporation (formerly known as Morningstar Foods
                              Inc.)

                              DEAN NORTHEAST II, LLC, a Delaware limited
                              liability company

                              DEAN NORTHEAST, LLC, a Delaware limited liability
                              company (formerly known as Suiza GTL, LLC, by
                              change of name only)

                              DEAN PICKLE AND SPECIALTY PRODUCTS COMPANY, a
                              Wisconsin corporation

                              DEAN PUERTO RICO HOLDINGS, LLC, a Delaware limited
                              liability company (formerly known as Suiza Dairy
                              Corporation by change of name only)


                              DEAN SOCAL, LLC, a Delaware limited liability
                              company (formerly known as Suiza SoCal, LLC by
                              change of name only)

                              DEAN SOUTHEAST II, LLC, a Delaware limited
                              liability company

                              DEAN SOUTHEAST, LLC, a Delaware limited liability
                              company (formerly known as Suiza Southeast, LLC,
                              by change of name only)

                              DEAN SOUTHWEST II, LLC, a Delaware limited
                              liability company

                              Each of the above:
                              By:  _____________________________________
                              Name:  Cory Olson
                              Title: Authorized Agent

[Amended and Restated Credit Agreement - Dean Foods Company]



                              DEAN SOUTHWEST, LLC, a Delaware limited liability
                              company (formerly known as Suiza Southwest, LLC,
                              by change of name only)

                              DEAN SPECIALTY FOODS GROUP, LLC, a Delaware
                              limited liability company

                              DEAN TRANSPORTATION, INC., an Ohio corporation

                              DIPS GP II, INC., a Delaware corporation

                              DIPS GP, INC., a Delaware corporation

                              DIPS LIMITED PARTNER II, a Delaware statutory
                              trust (formerly known as DTMC, Inc.)

                              DIPS LIMITED PARTNER, a Delaware entity (formerly
                              known as Dips LP, Inc.)

                              ELGIN BLENDERS, INCORPORATED, an Illinois
                              corporation

                              FAIRMONT DAIRY, LLC, a Delaware limited liability
                              company

                              GANDY'S DAIRIES, INC., a Texas corporation

                              HORIZON ORGANIC DAIRY, CALIFORNIA FARM, INC., a
                              Delaware corporation

                              HORIZON ORGANIC DAIRY, IDAHO FARM, INC., a
                              Colorado corporation

                              HORIZON ORGANIC DAIRY, INC., a Colorado
                              corporation

                              HORIZON ORGANIC DAIRY, MARYLAND FARM, INC., a
                              Colorado corporation

                              HORIZON ORGANIC HOLDING CORPORATION, a Delaware
                              corporation

                              HORIZON ORGANIC INTERNATIONAL, INC., a Delaware
                              corporation

                              INTERNATIONAL DAIRY HOLDINGS, LLC, a Delaware
                              limited liability company

                              KOHLER MIX SPECIALTIES OF MINNESOTA, LLC, a
                              Delaware limited liability company (formerly known
                              as M-Foods Dairy, LLC)

                              KOHLER MIX SPECIALTIES, LLC, a Delaware limited
                              liability company (formerly known as M-Foods Dairy
                              TXCT)

                              LAND-O- SUN DAIRIES, LLC, a Delaware limited
                              liability company

                              LIBERTY DAIRY COMPANY, a Michigan corporation

                              Each of the above:
                              By:  _____________________________________
                              Name:  Cory Olson
                              Title: Authorized Agent

[Amended and Restated Credit Agreement - Dean Foods Company]



                              LOUIS TRAUTH DAIRY, LLC, a Delaware limited
                              liability company

                              MARATHON DAIRY INVESTMENT CORP., a Minnesota
                              corporation

                              MAYFIELD DAIRY FARMS, INC., a Delaware corporation

                              MCARTHUR DAIRY, INC., a Florida corporation

                              MEADOW BROOK DAIRY COMPANY, a Pennsylvania
                              corporation

                              MELODY FARMS, L.L.C., a Delaware limited liability
                              company

                              MIDWEST ICE CREAM COMPANY, a Delaware corporation
                              (formerly known as Dean Foods Ice Cream Company,
                              by change of name only)

                              MODEL DAIRY, LLC, a Delaware limited liability
                              company

                              MORNINGSTAR FOODS, LLC, a Delaware limited
                              liability company

                              MORNINGSTAR SERVICES INC., a Delaware corporation

                              NEW ENGLAND DAIRIES, LLC, a Delaware limited
                              liability company

                              PET O'FALLON, LLC, a Delaware limited liability
                              company

                              PURITY DAIRIES, INCORPORATED, a Delaware
                              corporation

                              REITER DAIRY OF AKRON, INC., an Ohio corporation
                              (formerly known as Reiter Akron, Inc.)

                              REITER DAIRY OF SPRINGFIELD, LLC, a Delaware
                              limited liability company (formerly known as
                              Reiter Springfield, LLC)

                              ROBINSON DAIRY, LLC, a Delaware limited liability
                              company

                              SCHENKEL'S ALL-STAR DAIRY, LLC, a Delaware limited
                              liability company

                              SCHENKEL'S ALL-STAR DELIVERY, LLC, a Delaware
                              limited liability company

                              SFG MANAGEMENT LIMITED LIABILITY COMPANY, a
                              Delaware limited liability company

                              SHENANDOAH'S PRIDE, LLC, a Delaware limited
                              liability company

                              Each of the above:
                              By:  _____________________________________
                              Name:  Cory Olson
                              Title: Authorized Agent

[Amended and Restated Credit Agreement - Dean Foods Company]



                              SOUTHERN FOODS HOLDINGS, a Delaware statutory
                              trust (formerly known as Southern Foods Holding
                              Company, LLC)

                              SUIZA DAIRY GROUP HOLDINGS, INC., a Delaware
                              corporation (formerly known as Preferred Holdings,
                              Inc.)

                              SUIZA DAIRY GROUP, INC., a Delaware corporation
                              (formerly known as Suiza Dairy Group, L.P.)

                              SULPHUR SPRINGS CULTURED SPECIALTIES, LLC, a
                              Delaware limited liability company

                              SWISS II, LLC, a Delaware limited liability
                              company

                              SWISS PREMIUM DAIRY, INC., a Delaware corporation
                              (formerly known as Wengert's Dairy, Inc.)

                              T.G. LEE FOODS, INC., a Florida corporation

                              TERRACE DAIRY, LLC, a Delaware limited liability
                              company

                              TUSCAN/ LEHIGH DAIRIES, INC, a Delaware
                              corporation (formerly known as Tuscan/Lehigh
                              Dairies, L.P.)

                              VERIFINE DAIRY PRODUCTS CORPORATION OF SHEBOYGAN,
                              INC., a Wisconsin corporation

                              WHITE WAVE, INC., a Colorado corporation

                              Each of the above:
                              By:  _____________________________________
                              Name:  Cory Olson
                              Title: Authorized Agent

[Amended and Restated Credit Agreement - Dean Foods Company]



                              DEAN SPECIALTY INTELLECTUAL PROPERTY SERVICES,
                              L.P., a Delaware limited partnership

                              By:    DIPS GP II, INC., its general partner

                              By: ______________________________________
                              Name:  Cory Olson
                              Title: Authorized Agent

                              DEAN INTELLECTUAL PROPERTY SERVICES II, L.P., a
                              Delaware limited partnership

                              By:    DIPS GP II, INC., its general partner

                              By: ______________________________________
                              Name:  Cory Olson
                              Title: Authorized Agent

                              DEAN INTELLECTUAL PROPERTY SERVICES, L.P., a
                              Delaware limited partnership

                              By:    DIPS GP, INC., its general partner

                              By: ______________________________________
                              Name:  Cory Olson
                              Title: Authorized Agent

                              SOUTHERN FOODS GROUP, L.P.,
                              a Delaware limited partnership

                              By:    SFG MANAGEMENT LIMITED LIABILITY COMPANY,
                                     a Delaware limited liability company

                              By: ______________________________________
                              Name:  Cory Olson
                              Title: Authorized Agent

[Amended and Restated Credit Agreement - Dean Foods Company]



[Amended and Restated Credit Agreement - Dean Foods Company]



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

                              By: ______________________________________
                              Name:
                              Title:

[Amended and Restated Credit Agreement - Dean Foods Company]



                              BANK ONE, NA, in its capacity as Syndication Agent
                              and individually in its capacity as a Lender

                              By: ______________________________________
                              Name:
                              Title:

[Amended and Restated Credit Agreement - Dean Foods Company]



                                            [ADDITIONAL LENDER SIGNATURE PAGES]

[Amended and Restated Credit Agreement - Dean Foods Company]

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Gregg Engles, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Dean Foods Company;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Dean Foods Company as of, and for, the periods presented in this quarterly report;
4.	Dean Foods Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Dean Foods Company and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Dean Foods Company and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	Evaluated the effectiveness of Dean Foods Company’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
c.	Disclosed in this report any change in Dean Foods Company’s internal control over financial reporting that occurred during Dean Foods Company’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect, Dean Foods Company’s internal control over financial reporting.

5. Dean Foods Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Dean Foods Company’s auditors and the audit committee of Dean Foods Company’s board of directors:

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Dean Foods Company’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in Dean Foods Company’s internal control over financial reporting.

	/s/ Gregg L. Engles
	Gregg L. Engles
	Chairman of the Board and Chief Executive Officer
November 9, 2004

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Barry A. Fromberg, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Dean Foods Company;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Dean Foods Company as of, and for, the periods presented in this quarterly report;
4.	Dean Foods Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Dean Foods Company and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Dean Foods Company and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	Evaluated the effectiveness of Dean Foods Company’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and
c.	Disclosed in this quarterly report any change in Dean Foods Company’s internal control over financial reporting that occurred during Dean Foods Company’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect, Dean Foods Company’s internal control over financial reporting.

5. Dean Foods Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Dean Foods Company’s auditors and the audit committee of Dean Foods Company’s board of directors:

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Dean Foods Company’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in Dean Foods Company’s internal control over financial reporting.

	/s/ Barry A. Fromberg
	Barry A. Fromberg
	Executive Vice President and Chief Financial Officer
November 9, 2004

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of Dean Foods Company (the “Company”) for the quarter ended September 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregg Engles, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company.

	/s/ Gregg L. Engles
	Gregg L. Engles
	Chairman of the Board and Chief Executive Officer
November 9, 2004

Note:  This certification accompanies the Report pursuant to Section 902 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed, except to the extent required by the Sarbanes-Oxley Act of 2002, by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of Dean Foods Company (the “Company”) for the quarter ended September 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Barry A. Fromberg, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of the Company.

	/s/ Barry A. Fromberg
	Barry A. Fromberg
	Executive Vice President and Chief Financial Officer
November 9, 2004

Note:  This certification accompanies the Report pursuant to Section 902 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed, except to the extent required by the Sarbanes-Oxley Act of 2002, by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.