exv4w1

DEAN FOODS COMPANY

/s/ Timothy Smith

Name: Timothy A. Smith

Title: Vice President and Treasurer

EXHIBIT 4.1

SUPPLEMENTAL INDENTURE NO. 2

THIS SUPPLEMENTAL INDENTURE NO. 2, dated as of July 31, 2007 (this “Supplemental Indenture No. 2”), between DEAN FOODS COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), EACH OF THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

RECITALS:

WHEREAS, the Company, the Guarantors and the Trustee are parties to an Indenture, dated as of May 15, 2006 (the “Base Indenture”), as supplemented by Supplemental Indenture No. 1, dated as of May 17, 2006, between the Company, the Guarantors and the Trustee (“Supplemental Indenture No. 1” and together with the Base Indenture, the “Indenture”), relating to the issuance from time to time by the Company of its Securities on terms to be specified at the time of issuance;

WHEREAS, the following direct and indirect subsidiaries of the Company have become guarantors under the Senior Credit Agreement: SOUTHERN FOODS GROUP, LLC, a Delaware limited liability company, DAN MORTON, LLC, a Delaware limited liability company, DEAN SERVICES, LLC, a Delaware limited liability company, FRIENDSHIP DAIRIES, LLC, a Delaware limited liability company, HORIZON ORGANIC DAIRY, LLC, a Delaware limited liability company, and SAMPSON VENTURES, LLC, a Delaware limited liability company (collectively, the “Additional Subsidiaries”);

WHEREAS, in connection herewith, each of the Additional Subsidiaries have executed and delivered a Subsidiary Guarantee pursuant to Section 13.03 of the Indenture;

WHEREAS, Section 9.01 of the Indenture contemplates the execution of supplemental indentures without the consent of the Holders of the Securities for the purposes stated herein;

WHEREAS, the Company and the Guarantors desire and have requested the Trustee to join in the execution and delivery of this Supplemental Indenture as permitted by Section 9.01 of the Indenture to allow any Guarantor to execute a supplemental indenture in respect of a Subsidiary Guarantee;

WHEREAS, all conditions and requirements of the Indenture necessary to make this Supplemental Indenture No. 2 a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto.

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows:

ARTICLE I
ADDITIONAL SUBSIDIARY GUARANTEES

Section 1.01 Additional Subsidiary Guarantees. Subject to the provisions of Article Thirteen of the Indenture, which provisions are incorporated herein by reference, each of the Additional Subsidiaries hereby agrees, jointly and severally, to unconditionally guarantee, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture or this Supplemental Indenture No. 2, the Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and interest, if any, on, the Securities will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption, purchase or otherwise, and (b) all other obligations of the Company to the Holders or the Trustee under the Indenture, and the Securities will be fully and punctually performed within the grace period set forth in Section 6.01(c) of the Indenture, if applicable, all in accordance with the terms of Article Thirteen of the Indenture.

ARTICLE II
MISCELLANEOUS

Section 2.01 Integral Part; Effect of Supplement on Indenture. This Supplemental Indenture No. 2 constitutes an integral part of the Indenture. Except for the amendments and supplements made by this Supplemental Indenture No. 2, the Indenture shall remain in full force and effect as executed.

Section 2.02 General Definitions. For purposes of this Supplemental Indenture No. 2:

(1) Capitalized terms used herein without definition shall have the meanings specified in the Indenture:

(2) All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture No. 2; and

(3) The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental Indenture No. 2.

Section 2.03 Adoption, Ratification and Confirmation. The Indenture, as supplemented by this Supplemental Indenture No. 2, is in all respects hereby adopted, ratified and confirmed.

Section 2.04 Trustee Not Responsible for Recitals. The recitals in this Supplemental Indenture No. 2 are made by the Company and the Guarantors, and the Trustee assumes no responsibility for the correctness of such recitals. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture No. 2.

Section 2.05 Counterparts. This Supplemental Indenture No. 2 may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original and all of which shall constitute but one and the same instrument.

Section 2.06 Governing Law. This Supplemental Indenture No. 2 shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into, in each case, performed in said state.

IN WITNESS WHEREOF, the Company, the Guarantors and the Trustee have executed this Supplemental Indenture No. 2 as of the date first above written.


		31 LOGISTICS, LLC
		ALTA-DENA CERTIFIED DAIRY, LLC
		BARBER ICE CREAM, LLC
		BARBER MILK, LLC
		BERKELEY FARMS, LLC
		BROUGHTON FOODS, LLC
		COUNTRY DELITE FARMS, LLC
		COUNTRY FRESH, LLC
		CREAMLAND DAIRIES, LLC
		DAIRY FRESH, LLC
		DAN MORTON, LLC
		DEAN DAIRY HOLDINGS, LLC
		DEAN DAIRY PRODUCTS COMPANY, LLC
		DEAN EAST, LLC
		DEAN EAST II, LLC
		DEAN FOODS COMPANY OF CALIFORNIA, LLC
		DEAN FOODS COMPANY OF INDIANA, LLC
		DEAN FOODS NORTH CENTRAL, LLC
		DEAN MILK COMPANY, LLC
		DEAN SERVICES, LLC
		DEAN SoCAL, LLC
		DEAN WEST, LLC
		DEAN WEST II, LLC
		DIPS GP II, LLC

		By:		/s/ Timothy Smith Timothy A. Smith
				Vice President and Treasurer


		FAIRMONT DAIRY, LLC
		FRIENDSHIP DAIRIES, LLC
		GANDY’S DAIRIES, LLC
		GARELICK FARMS, LLC
		HORIZON ORGANIC DAIRY, LLC
		KOHLER MIX SPECIALTIES OF MINNESOTA, LLC
		KOHLER MIX SPECIALTIES, LLC
		LAND-O-SUN DAIRIES, LLC
		LOUIS TRAUTH DAIRY, LLC
		MAYFIELD DAIRY FARMS, LLC
		McARTHUR DAIRY, LLC
		MELODY FARMS, L.L.C.
		MODEL DAIRY, LLC
		MORNINGSTAR FOODS, LLC
		NEW ENGLAND DAIRIES, LLC
		PET O’FALLON, LLC
		PURITY DAIRIES, LLC
		REITER DAIRY, LLC
		ROBINSON DAIRY, LLC
		SAMPSON VENTURES, LLC
		SCHENKEL’S ALL-STAR DAIRY, LLC
		SCHENKEL’S ALL-STAR DELIVERY, LLC
		SFG MANAGEMENT LIMITED LIABILITY COMPANY
		SHENANDOAH’S PRIDE, LLC
		SOUTHERN FOODS GROUP, LLC
		SUIZA DAIRY GROUP, LLC
		SULPHUR SPRINGS CULTURED SPECIALTIES, LLC
		SWISS II, LLC
		SWISS PREMIUM DAIRY, LLC
		TERRACE DAIRY, LLC
		T.G. LEE FOODS, LLC
		VERIFINE DAIRY PRODUCTS OF SHEBOYGAN, LLC


	DEAN ILLINOIS DAIRIES, LLC MIDWEST ICE CREAM COMPANY, LLC
	By:	/s/ Timothy Smith
	Timothy A. Smith
	Vice President

	DEAN HOLDING COMPANY DEAN LEGACY BRANDS, INC. DEAN MANAGEMENT CORPORATION DEAN TRANSPORTATION, INC. DIPS GP, INC. HORIZON ORGANIC INTERNATIONAL, INC. LIBERTY DAIRY COMPANY MARATHON DAIRY INVESTMENT CORP. MEADOW BROOK DAIRY COMPANY TUSCAN/LEHIGH DAIRIES, INC. WHITEWAVE FOODS COMPANY WHITEWAVE SERVICES, INC.
	By:	/s/ Timothy Smith
		Timothy A. Smith
		Vice President and Treasurer


		DEAN INTELLECTUAL PROPERTY
		SERVICES II, L.P.

		BY: DIPS GP II, LLC, its General Partner

		By:		/s/ Timothy Smith Timothy A. Smith
				Vice President and Treasurer

		DEAN INTELLECTUAL PROPERTY
		SERVICES, L.P.

		BY: DIPS GP, INC., its General Partner

		By:		/s/ Timothy Smith Timothy A. Smith
				Vice President and Treasurer

		DIPS LIMITED PARTNER II
		DIPS LIMITED PARTNER
		SOUTHERN FOODS HOLDINGS

		BY: CSC TRUST COMPANY OF DELAWARE, as Trustee

		By:		/s/ CSC Trust Company of Delaware