8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 30, 2010

Dean Foods Company

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12755	75-2559681
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2711 North Haskell Avenue, Suite 3400 Dallas, TX	75204
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 303-3400

2515 McKinney Avenue, Suite 1200

Dallas, TX 75201

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Amendments to Credit Agreement

On June 30, 2010, Dean Foods Company (the “Company”) entered into an Amendment and Restatement Agreement (the “Restatement Agreement”) by and among the Company; the financial institutions consenting to the Restatement Agreement; and JPMorgan Chase Bank, National Association, in its capacity as administrative agent for the lenders (the “Administrative Agent”) under the Company’s Amended and Restated Credit Agreement dated as of April 2, 2007 by and among the Company, the lenders party thereto and the Administrative Agent (the “Existing Agreement”). The Restatement Agreement amends and restates the Existing Agreement.

In connection with the execution of the Restatement Agreement, those lenders consenting to the Restatement Agreement, which hold loans in an aggregate principal amount of approximately $2.4 billion, received extension fees from the Company in an aggregate amount of approximately $20 million. These lenders also agreed to modified pricing and maturity loan terms in respect of the Existing Agreement, including:

• an extension of the maturity date from April 2, 2012 to April 2, 2014 for an aggregate principal amount of approximately $1.3 billion of the revolving credit facility (the “Extended Revolving Credit Facility”) and an aggregate principal amount of approximately $1.1 billion of the tranche A term loan facility (the “Extended Tranche A Term Loan”);

• an extension of the maturity date from April 2, 2014 to April 2, 2016 for an aggregate principal amount of approximately $492 million of the tranche B term loan facility (the “2016 Extended Tranche B Term Loan”);

• an extension of the maturity date from April 2, 2014 to April 2, 2017 for an aggregate principal amount of approximately $561 million of the tranche B term loan facility (the “2017 Extended Tranche B Term Loan”), subject to the condition that the Company meet certain leverage, debt, cash or credit rating tests following December 31, 2015, and provided that if at least one of these tests is not met, the maturity date of the 2017 Extended Tranche B Term Loan will be April 2, 2016;

• a revised schedule of amortization for the Extended Tranche A Term Loan, the 2016 Extended Tranche B Term Loan and the 2017 Extended Tranche B Term Loan;

• an increase of the undrawn cost of the Extended Revolving Credit Facility from 15 basis points to 50 basis points and an increase of the drawn cost from LIBOR plus 75 basis points to LIBOR plus 300 basis points, subject to a performance-based pricing grid, for the Extended Revolving Credit Facility and the Extended Tranche A Term Loan;

• an increase of the drawn cost from LIBOR plus 137.5 basis points to LIBOR plus 300 basis points for the 2016 Extended Tranche B Term Loan, subject to a performance-based pricing grid; and

• an increase of the drawn cost from LIBOR plus 137.5 basis points to LIBOR plus 325 basis points for the 2017 Extended Tranche B Term Loan, subject to a performance-based pricing grid.

Loans held by lenders not agreeing to extend their loans pursuant to the Restatement Agreement, in an aggregate principal amount of approximately $225 million in respect of the revolving credit facility, $175 million in respect of the tranche A term loan facility and $692 million in respect of the tranche B term loan facility, will continue at their existing pricing and maturity.

In addition, the following modified loan terms will apply to all lenders under the Credit Agreement:

• amendment of the maximum leverage ratio covenant to permit a maximum leverage ratio of 5.50x from June 30, 2010 to March 31, 2011; 5.00x from June 30, 2011 to September 30, 2012; and 4.50x from December 31, 2012 through the maturity dates; and

• amendment of certain other terms, including, but not limited to, leverage-based limitations on the payment of dividends and other restricted payments, acquisitions and prepayments of unsecured debt.

The description of the Restatement Agreement is qualified in its entirety by reference to the full text of the Restatement Agreement, which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Amendments to Receivables Purchase Agreement

On June 30, 2010 (the “Effective Date”), the Company entered into Amendment Number 10 (the “Tenth Amendment”) to the Receivables Purchase Agreement and Reaffirmation of Performance Undertaking by and among (1) Dairy Group Receivables, L.P., Dairy Group Receivables II, L.P., Morningstar Receivables, L.P., and WhiteWave Receivables, L.P., as sellers, all of which are subsidiaries of the Company, (2) the financial institutions that are party to the Fifth Amended and Restated Receivables Purchase Agreement (the “Receivables Purchase Agreement”), as amended by the Tenth Amendment, (3) the companies that are party to the Receivables Purchase Agreement, as amended by the Tenth Amendment, (4) JPMorgan Chase Bank, N.A., as agent, (5) the Company, as provider of certain performance undertakings on behalf of its subsidiaries, and (6) each of the Company’s subsidiaries that are party to the Receivables Purchase Agreement, as amended by the Tenth Amendment, as servicers.

Pursuant to Tenth Amendment, the liquidity termination date was extended to June 29, 2011, which date may be extended by mutual consent of the parties for an additional 364 days pursuant to the terms of the Receivables Purchase Agreement.

In addition, the following loan terms were modified:

• amendment of the maximum leverage ratio covenant to permit a maximum leverage ratio of 5.50x from June 30, 2010 to March 31, 2011; 5.00x from June 30, 2011 to September 30, 2012; and 4.50x from December 31, 2012 through the maturity dates; and

• amendment of certain other terms, including, but not limited to, changes in the maximum purchase interest percentage and loss reserve floor.

The description of the Tenth Amendment is qualified in its entirety by reference to the full text of the Tenth Amendment, which is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Amendment and Restatement Agreement by and among Dean Foods Company; the financial institutions listed on the signature pages thereof; and JPMorgan Chase Bank, National Association, in its capacity as Administrative Agent.
99.2	Amendment No. 10 to Fifth Amended and Restated Receivables Purchase Agreement and Reaffirmation of Performance Undertaking.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 1, 2010	DEAN FOODS COMPANY
	By:	/S/    STEVEN J. KEMPS
	Name:	Steven J. Kemps
	Title:	Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Amendment and Restatement Agreement by and among Dean Foods Company; the financial institutions listed on the signature pages thereof; and JPMorgan Chase Bank, National Association, in its capacity as Administrative Agent.
99.2	Amendment No. 10 to Fifth Amended and Restated Receivables Purchase Agreement and Reaffirmation of Performance Undertaking.

EX-99.1

Exhibit 99.1

EXECUTION COPY

AMENDMENT AND RESTATEMENT AGREEMENT

Dated as of June 30, 2010

THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is made as of June 30, 2010 by and among Dean Foods Company (the “Borrower”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”) and JPMorgan Chase Bank, National Association, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of April 2, 2007 by and among the Borrower, the lenders party thereto and the Administrative Agent (as in effect on the date hereof, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Restated Credit Agreement (as defined below).

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have agreed to amend and restate the Existing Credit Agreement;

WHEREAS, the parties hereto have agreed to such amendment and restatement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to enter into this Agreement.

1. Amendment and Restatement of the Existing Credit Agreement. (a) Effective on the Restatement Effective Date (as defined below), the Existing Credit Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit A hereto (the “Restated Credit Agreement”). From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Restated Credit Agreement, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Restated Credit Agreement.

(b) Subject to Section 2 below, all “Revolving Commitments” as defined in, and in effect under, the Existing Credit Agreement on the Restatement Effective Date shall continue in effect under the Restated Credit Agreement, and all “Loans” and “Letters of Credit” as defined in, and outstanding under, the Existing Credit Agreement on the Restatement Effective Date shall continue to be outstanding under the Restated Credit Agreement, and on and after the Restatement Effective Date the terms of the Restated Credit Agreement will govern the rights and obligations of the Borrower, the Lenders and the Administrative Agent with respect thereto.

(c) The amendment and restatement of the Existing Credit Agreement as contemplated hereby shall not be construed to discharge or, except as expressly contemplated under Section 2 below, otherwise affect any obligations of the Borrower accrued or otherwise owing under the Existing Credit Agreement that have not been paid, it being understood that such obligations will constitute obligations under the Restated Credit Agreement.

2. Classification of Commitments and Credit Exposure. Effective upon the Restatement Effective Date (a) each Lender that, on or prior to the requisite time on the date hereof, has

executed and delivered to the Administrative Agent (or its counsel) a counterpart of this Agreement as an “Extended Lender” (or evidence thereof as contemplated by Section 4(a) below) shall be an Extended Lender under the Restated Credit Agreement, and its Revolving Commitment (or applicable portion thereof), Revolving Loans (or applicable portion thereof), Tranche A Term Loans (or applicable portion thereof) and Tranche B Term Loans (or applicable portion thereof) shall be a 2014 Revolving Commitment, 2014 Revolving Loans, 2014 Tranche A Term Loans, 2016 Tranche B Term Loans and 2017 Tranche B Term Loans thereunder, respectively and as applicable and (b) each other Lender shall be a 2012 Lender and/or a 2014 Tranche B Term Lender, as applicable, under the Restated Credit Agreement, and its Revolving Commitment, Revolving Loans, Tranche A Term Loans and Tranche B Term Loans shall be a 2012 Revolving Commitment, 2012 Revolving Loans, 2012 Tranche A Term Loans and 2014 Tranche B Term Loans thereunder, respectively and as applicable (it being understood and agreed that, as contemplated by Section 1.05 of the Restated Credit Agreement, each Extended Lender may elect in its sole discretion to convert, and the Borrower may elect to accept, in whole or in part its Revolving Commitment, Revolving Loans, Tranche A Term Loans and Tranche B Term Loans to a 2014 Revolving Commitment, 2014 Revolving Loans, 2014 Tranche A Term Loans, 2016 Tranche B Term Loans and 2017 Tranche B Term Loans, respectively).

3. Extension Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender that becomes an Extended Lender as of the Restatement Effective Date, a fee equal to the Applicable Extension Fee Percentage of the sum of the aggregate amount of its 2014 Revolving Commitment and outstanding 2014 Tranche A Term Loans (such sum, the “Extended Pro Rata Exposure”) as of the Restatement Effective Date, in each case as calculated after giving effect to the transactions effected by this Agreement. Such fees shall be due and payable on the Restatement Effective Date. As used herein, “Applicable Extension Fee Percentage” means the applicable rate set forth below based on the applicable Lender’s Extended Pro Rata Exposure:

Extended Pro Rata Exposure	Applicable Extension Fee Percentage
> $75,000,000	1.000	%
> $50,000,000 but < $75,000,000	0.750	%
> $30,000,000 but < $50,000,000	0.625	%
< $30,000,000	0.375	%

4. Conditions of Effectiveness. The amendment and restatement of the Existing Credit Agreement pursuant to Section 1 of this Agreement shall become effective as of the first date (the “Restatement Effective Date”) on which each of the following conditions shall have been satisfied:

(a) The Administrative Agent (or its counsel) shall have received (i) from each of the Borrower, the Required Lenders, the Required Pro Rata Lenders, each 2014 Lender, each 2016 Tranche B Term Lender and each 2017 Tranche B Term Lender either a counterpart of this Agreement signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors. The Administrative Agent shall be reasonably satisfied that, (x) after giving effect to the amendment and restatement of the Existing Credit Agreement, the aggregate amount of the 2014 Revolving Commitments shall not be less than $1,000,000,000, the aggregate outstanding principal amount of the 2014 Tranche A Term Loans shall not be less than $950,000,000, the aggregate outstanding principal amount of the 2016 Tranche B Term Loans shall not be less than $350,000,000 and the aggregate outstanding principal amount of the 2017 Tranche B Term Loans shall not be less than $350,000,000 and (y) in the event that the aggregate principal amount of Tranche B Term

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Loans that the applicable Lenders wish to extend exceeds $1,000,000,000, the aggregate allocated principal amount of such extended Tranche B Term Loans shall not be less than $1,000,000,000 and, in the event the Borrower elects to not accept and allocate Tranche B Term Loans in excess of an aggregate principal amount of $1,000,000,000, any unallocated principal amount in excess of $1,000,000,000 shall have been reduced ratably among the Lenders submitting a request for extended Tranche B Term Loans within the relevant Class (it being understood and agreed, subject to the foregoing requirements, that if the applicable Lenders consent to an extended principal amount under a Class of Tranche B Term Loans that is greater than $350,000,000 but less than $500,000,000, the entire consented extended principal amount shall be allocated under such Class).

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Borrower, the Loan Documents, this Agreement and the transactions contemplated hereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request, including without limitation documents and certificates relating to the organization, existence and good standing of the Borrower and the authorization of this Agreement (including the Restated Credit Agreement) and the transactions contemplated hereby and any other legal matters relating to the Borrower, the Loan Documents or this Agreement (including the Restated Credit Agreement) and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects as of the Restatement Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, no Default or Event of Default shall have occurred and be continuing as of the Restatement Effective Date and the Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Financial Officer of the Borrower, confirming the foregoing.

(e) The Administrative Agent shall have received (i) all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Loan Documents and (ii) all accrued and unpaid interest under the Existing Credit Agreement and all accrued and unpaid fees under Sections 2.12(a) and 2.12(b) of the Existing Credit Agreement with respect to all periods ending on or prior to the Restatement Effective Date. If any LC Disbursements are outstanding as of the Restatement Effective Date, such LC Disbursements shall be repaid, together with any interest accrued thereon.

Upon the occurrence of the Restatement Effective Date, the Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

5. Borrowing Requests. (a) Promptly upon the effectiveness of the amendment and restatement of the Existing Credit Agreement as provided herein, the Borrower shall, to the reasonable satisfaction of the Administrative Agent, deliver Borrowing Requests with respect to the outstanding Borrowings under the Restated Credit Agreement, identifying each such Borrowing as a 2012 Borrowing, a 2014 Borrowing, a 2016 Borrowing or a 2017 Borrowing, as the case may be, and the amount thereof

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and, in the case of LIBOR Borrowings, the remaining Interest Periods. Such Borrowing Requests shall be reasonably satisfactory to the Borrower and the Administrative Agent. Such Borrowing Requests shall not affect the interest rate or remaining Interest Period of any Borrowing or change the Adjusted LIBO Rate of any Borrowing or require any payment under Section 2.16 of the Restated Credit Agreement, but shall be solely for the purpose of establishing the segregation of outstanding 2012 Borrowings, 2014 Borrowings, 2016 Borrowings and 2017 Borrowings.

(b) If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, the aggregate 2014 Revolving Exposure exceeds the 2014 Revolving Commitments, then the Borrower shall prepay Revolving Loans, on the Restatement Effective Date, in such amount as shall be necessary to eliminate such excess and such other Loans as the Borrower shall specify to the Administrative Agent. The undersigned Lenders hereby waive any requirement of prior notice of any such prepayment.

6. No Novation. This Agreement shall not extinguish the Loans or other obligations outstanding under the Existing Credit Agreement. This Agreement shall be a Loan Document for all purposes.

7. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

8. Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

9. Counterparts. This Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

10. Signature Pages. Each Lender consenting to this Agreement and/or to extend all or any portion of its Revolving Commitment, Tranche A Term Loans and Tranche B Term Loans shall include, on its executed signature page hereto (i) the amount of such Revolving Commitment, Tranche A Term Loans and Tranche B Term Loans, as applicable, held by it, and (ii) the amount of its Revolving Commitment, Tranche A Term Loans and Tranche B Term Loans (if any) that it wishes to extend, all in accordance with this Agreement and the Restated Credit Agreement; provided that information as to the Revolving Commitments and Loans held by such Lender that is provided by such Lender shall be for informational purposes only (it being understood that the actual amount of Revolving Commitments and Loans shall be as set forth in the Register maintained by the Administrative Agent in accordance with Section 9.04(b)(iv) of the Restated Credit Agreement). Each Extended Lender holding Tranche B Term Loans that has checked the box provided for such purpose in its executed signature page hereto, agrees that, to the extent it wishes to hold 2017 Tranche B Term Loans on the Restatement Effective Date in an amount greater than the amount allocated for such Lender on the Restatement Effective Date, such excess may be allocated to 2016 Tranche B Term Loans on the Restatement Effective Date.

[Signature Pages Follow]

4

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written.

DEAN FOODS COMPANY, as the Borrower
By	/s/ Timothy A. Smith
	Name: Timothy A. Smith
	Title: Vice President and Treasurer

Signature Page to Amendment and Restatement Agreement

Dean Foods Company

Credit Agreement dated as of April 2, 2007

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as an Issuing Bank, as Swingline Lender and as Administrative Agent
By	/s/ Gregory T. Martin
	Name: Gregory T. Martin
	Title: Vice President
BANK OF AMERICA, N.A., as an Issuing Bank
By	/s/ David L. Catherall
	Name: David L. Catherall
	Title: Senior Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor by merger to Wachovia Bank, National Association, as an Issuing Bank
By	/s/ Thomas J. Krueger
	Name: Thomas J. Krueger
	Title: Senior Vice President

Signature Page to Amendment and Restatement Agreement

Dean Foods Company

Credit Agreement dated as of April 2, 2007

REMAINDER OF EXECUTED SIGNATURE PAGES ON FILE WITH THE

ADMINISTRATIVE AGENT

CONSENT AND REAFFIRMATION

The undersigned hereby acknowledges receipt of a copy of the foregoing Amendment and Restatement Agreement which amends and restates the Amended and Restated Credit Agreement dated as of April 2, 2007 (the “Existing Credit Agreement”) by and among Dean Foods Company (the “Borrower”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”) and JPMorgan Chase Bank, National Association, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), which Amendment and Restatement Agreement is dated as of June 30, 2010 (the “Agreement”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Restated Credit Agreement (as defined in the Agreement).

In connection with the execution and delivery of the Agreement, each of the undersigned Loan Parties, as debtor, grantor, pledgor, guarantor, or in any other similar capacity in which such Loan Party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, in each case under the Loan Documents heretofore executed and delivered in connection with or pursuant to the Existing Credit Agreement (as amended, supplemented or otherwise modified prior to the date of the Agreement, all such agreements being collectively referred to hereinafter as the “Prior Agreements”), (a) hereby consents to the Agreement and the transactions contemplated thereby, (b) hereby ratifies and reaffirms all of its remaining payment and performance obligations, contingent or otherwise, if any, under each of such Loan Documents (as modified and/or restated by this Agreement) to which it is a party, (c) to the extent such Loan Party granted liens on or security interests in any of its properties pursuant to any such Loan Documents, hereby ratifies and reaffirms such grant of security and confirms that such liens and security interests continue to secure the Obligations, including, without limitation, all additional Obligations resulting from or incurred pursuant to the Agreement and the Restated Credit Agreement and (d) to the extent such Loan Party guaranteed or was an accommodation party with respect to the Obligations or any portion thereof, hereby ratifies and reaffirms such guaranties or accommodation liabilities.

Each of the undersigned Loan Parties further agrees that all references in the Loan Documents being reaffirmed above to any of the Prior Agreements shall hereafter mean and refer to the Existing Credit Agreement as amended and restatement by the Agreement. All references in such Loan Documents to the term “Obligations” shall hereafter mean and refer to the Obligations as redefined in the Restated Credit Agreement and shall include all additional Obligations resulting from or incurred pursuant to the Restated Credit Agreement. All references to Loan Documents in the Prior Agreements and the Existing Credit Agreement shall hereafter mean and refer to all of the Loan Documents as defined in the Restated Credit Agreement and delivered under the Existing Credit Agreement or the Prior Agreements, together with all amendments, restatements, terminations, replacements, supplements and modifications thereof and thereto.

Dated: June 30, 2010

[Signature Pages Follow]

DEAN FOODS COMPANY
ALTA-DENA CERTIFIED DAIRY, LLC
BERKELEY FARMS, LLC
COUNTRY FRESH, LLC
DEAN DAIRY HOLDINGS, LLC
DEAN EAST, LLC
DEAN EAST II, LLC
DEAN FOODS COMPANY OF CALIFORNIA, LLC
DEAN FOODS OF SOUTHERN CALIFORNIA, LLC
DEAN FOODS NORTH CENTRAL, LLC
DEAN FOODS OF WISCONSIN, LLC
DEAN SERVICES, LLC
DEAN SOCAL, LLC
DEAN WEST, LLC
DEAN WEST II, LLC
By:	/s/ Timothy A. Smith
	Name: Timothy A. Smith
	Title: Vice President and Treasurer

Signature Page to Consent and Reaffirmation to Amendment and Restatement Agreement

Dean Food Company

Credit Agreement dated as of April 2, 2007

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
MAYFIELD DAIRY FARMS, LLC
MODEL DAIRY, LLC
MORNINGSTAR FOODS, LLC
REITER DAIRY, LLC
SAMPSON VENTURES, LLC
SHENANDOAH’S PRIDE, LLC
SUIZA DAIRY GROUP, LLC
SWISS II, LLC
VERIFINE DAIRY PRODUCTS OF SHEBOYGAN, LLC
By:	/s/ Timothy A. Smith
	Name: Timothy A. Smith
	Title: Vice President and Treasurer

Signature Page to Consent and Reaffirmation to Amendment and Restatement Agreement

Dean Food Company

Credit Agreement dated as of April 2, 2007

DEAN HOLDING COMPANY
DEAN MANAGEMENT CORPORATION
DEAN TRANSPORTATION, INC.
HORIZON ORGANIC INTERNATIONAL, INC.
MARATHON DAIRY INVESTMENT CORP.
MIDWEST ICE CREAM COMPANY, LLC
TUSCAN/LEHIGH DAIRIES, INC.
WHITEWAVE FOODS COMPANY
WHITEWAVE SERVICES, INC.
By:	/s/ Timothy A. Smith
	Name: Timothy A. Smith
	Title: Vice President and Treasurer
DEAN INTELLECTUAL PROPERTY SERVICES II, INC.
By:	/s/ Timothy A. Smith
	Name: Timothy A. Smith
	Title: Vice President and Treasurer
DEAN INTELLECTUAL PROPERTY SERVICES, INC.
By:	/s/ Timothy A. Smith
	Name: Timothy A. Smith
	Title: Vice President and Treasurer
SOUTHERN FOODS GROUP, LLC
By:	/s/ Timothy A. Smith
	Name: Timothy A. Smith
	Title: Vice President and Treasurer
DIPS LIMITED PARTNER II
BY:	CSC TRUST COMPANY OF
	DELAWARE, as Trustee
By:	/s/ Alan R. Halpern
	Name: Alan R. Halpern
	Title: Vice President

Signature Page to Consent and Reaffirmation to Amendment and Restatement Agreement

Dean Food Company

Credit Agreement dated as of April 2, 2007

EXHIBIT A

SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of

April 2, 2007

as amended and restated as of June 30, 2010

among

DEAN FOODS COMPANY

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Administrative Agent

BANK OF AMERICA, N.A.,

as Syndication Agent

BMO CAPITAL MARKETS FINANCING, INC., BNP PARIBAS, COBANK, ACB, COÖPERATIEVE

CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK

BRANCH, CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, SOCIETE GENERALE,

SUNTRUST BANK, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., THE ROYAL BANK OF

SCOTLAND PLC and WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC and WELLS FARGO

SECURITIES, LLC,

as Joint Lead Arrangers

J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC and WELLS FARGO

SECURITIES, LLC,

as Joint Bookrunners

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions
SECTION 1.01. Defined Terms	1
SECTION 1.02. Classification of Loans and Borrowings	29
SECTION 1.03. Terms Generally	29
SECTION 1.04. Accounting Terms; GAAP	30
SECTION 1.05. Amendment and Restatement of Existing Credit Agreement	30
ARTICLE II
The Credits
SECTION 2.01. Commitments	31
SECTION 2.02. Loans and Borrowings	31
SECTION 2.03. Requests for Revolving Borrowings	32
SECTION 2.04. Increase of Commitments	33
SECTION 2.05. Swingline Loans	34
SECTION 2.06. Letters of Credit	35
SECTION 2.07. Funding of Borrowings	39
SECTION 2.08. Interest Elections	40
SECTION 2.09. Termination and Reduction of Commitments	41
SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt	41
SECTION 2.11. Prepayment of Loans	43
SECTION 2.12. Fees	45
SECTION 2.13. Interest	46
SECTION 2.14. Alternate Rate of Interest	47
SECTION 2.15. Increased Costs	47
SECTION 2.16. Break Funding Payments	48
SECTION 2.17. Taxes	49
SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs	50
SECTION 2.19. Mitigation Obligations	52
SECTION 2.20. Departing Lenders; Replacement of Lenders	52
SECTION 2.21. Defaulting Lenders	53
ARTICLE III
Representations and Warranties
SECTION 3.01. Organization; Powers	53
SECTION 3.02. Authorization; Enforceability	54
SECTION 3.03. Governmental Approvals; No Conflicts	54
SECTION 3.04. Financial Condition; No Material Adverse Change	54
SECTION 3.05. Properties	54
SECTION 3.06. Litigation and Environmental Matters	55

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SECTION 3.07. Compliance with Laws	55
SECTION 3.08. Investment Company Status	55
SECTION 3.09. Taxes	55
SECTION 3.10. ERISA	55
SECTION 3.11. Disclosure	55
SECTION 3.12. Solvency	56
SECTION 3.13. Security Interest in Collateral	56
SECTION 3.14. Labor Disputes	56
SECTION 3.15. No Default	56
SECTION 3.16. Federal Reserve Regulations	56
ARTICLE IV
Conditions
SECTION 4.01. Effectiveness	57
SECTION 4.02. Each Credit Event	57
ARTICLE V
Affirmative Covenants
SECTION 5.01. Financial Statements and Other Information	57
SECTION 5.02. Notices of Material Events	59
SECTION 5.03. Existence; Conduct of Business	59
SECTION 5.04. Payment of Obligations	59
SECTION 5.05. Maintenance of Properties	59
SECTION 5.06. Books and Records; Inspection Rights	59
SECTION 5.07. Compliance with Laws	60
SECTION 5.08. Use of Proceeds	60
SECTION 5.09. Insurance	60
SECTION 5.10. Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances	60
SECTION 5.11. Maintenance of Ratings	62
ARTICLE VI
Negative Covenants
SECTION 6.01. Indebtedness	62
SECTION 6.02. Liens	63
SECTION 6.03. Fundamental Changes	65
SECTION 6.04. Investments, Loans, Advances and Acquisitions	65
SECTION 6.05. Asset Sales	66
SECTION 6.06. Sale and Leaseback Transactions	67
SECTION 6.07. Restricted Payments	67
SECTION 6.08. Transactions with Affiliates	67
SECTION 6.09. Restrictive Agreements	68
SECTION 6.10. Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents; Certain Payments of Indebtedness	69
SECTION 6.11. Financial Covenants	69

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ARTICLE VII
Events of Default
ARTICLE VIII
The Administrative Agent
ARTICLE IX
Miscellaneous
SECTION 9.01. Notices	75
SECTION 9.02. Waivers; Amendments	77
SECTION 9.03. Expenses; Indemnity; Damage Waiver	78
SECTION 9.04. Successors and Assigns	79
SECTION 9.05. Survival	82
SECTION 9.06. Counterparts; Integration; Effectiveness	83
SECTION 9.07. Severability	83
SECTION 9.08. Right of Setoff	83
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process	83
SECTION 9.10. WAIVER OF JURY TRIAL	84
SECTION 9.11. Headings	84
SECTION 9.12. Confidentiality	84
SECTION 9.13. Several Obligations; Nonreliance; Violation of Law	85
SECTION 9.14. USA PATRIOT Act	85
SECTION 9.15. Disclosure	85
SECTION 9.16. Appointment for Perfection	85

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SCHEDULES:

Commitment Schedule

Schedule 2.06 — Existing Letters of Credit

Schedule 3.01 — Subsidiaries

Schedule 3.06 — Disclosed Matters

Schedule 6.01 — Existing Indebtedness

Schedule 6.02 — Existing Liens

Schedule 6.04 — Existing Investments

EXHIBITS:

Exhibit A — Form of Assignment and Assumption

Exhibit B — Form of Commitment and Acceptance

Exhibit C — Form of Compliance Certificate

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 2, 2007, as amended and restated as of June 30, 2010 (as it may be amended or modified from time to time, this “Agreement”), among DEAN FOODS COMPANY, the Lenders party hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent and BMO CAPITAL MARKETS FINANCING, INC., BNP PARIBAS, COBANK, ACB, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH, CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, SOCIETE GENERALE, SUNTRUST BANK, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., THE ROYAL BANK OF SCOTLAND PLC and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

WHEREAS, the Borrower, the Lenders and the Administrative Agent are currently party to that certain Amended and Restated Credit Agreement dated as of April 2, 2007 (the “Existing Credit Agreement”).

WHEREAS, the Borrower, the Lenders party to the Amendment and Restatement Agreement and the Administrative Agent now desire to amend and restate in its entirety the provisions of the Existing Credit Agreement to extend the applicable maturity dates for certain Extended Lenders (as defined herein) and make certain other modifications and amendments, all 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, which shall be payable in accordance with the terms hereof.

WHEREAS, it is also the intent of the Borrower and the Subsidiary Guarantors to confirm that all obligations under the “Loan Documents” (as referred to and defined in the Existing Credit Agreement) shall continue in full force and effect as modified and/or restated by the Loan Documents (as referred to and defined herein) and that, from and after the Restatement Effective Date, all references to the “Credit Agreement” contained in any such existing “Loan 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 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“2012 Applicable Percentage” means, with respect to any 2012 Lender, (a) with respect to 2012 Revolving Loans, LC Exposure or Swingline Loans, a percentage equal to a fraction the numerator of which is such 2012 Revolving Lender’s 2012 Revolving Commitment and the denominator of which is the aggregate 2012 Revolving Commitments of all 2012 Revolving Lenders (or if the 2012 Revolving Commitments have terminated or expired, the 2012 Applicable Percentages shall be

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determined based upon such 2012 Revolving Lender’s share of the aggregate 2012 Revolving Exposures at that time) and (b) with respect to the 2012 Tranche A Term Loans, a percentage equal to a fraction the numerator of which is such 2012 Tranche A Term Lender’s outstanding principal amount of the 2012 Tranche A Term Loans and the denominator of which is the aggregate outstanding amount of the 2012 Tranche A Term Loans of all 2012 Tranche A Term Lenders.

“2012 Available Revolving Commitment” means, at any time, the 2012 Revolving Commitments then in effect minus the 2012 Revolving Exposure of all 2012 Revolving Lenders at such time.

“2012 Lender” means any 2012 Revolving Lender or 2012 Tranche A Term Lender.

“2012 Revolving Availability Period” means the period from and including the Original Effective Date to but excluding the earlier of the 2012 Revolving Credit Maturity Date and the date of termination of the 2012 Revolving Commitments.

“2012 Revolving Commitment” means, with respect to each 2012 Lender, the commitment, if any, of such 2012 Lender to make 2012 Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such 2012 Lender’s 2012 Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such 2012 Lender pursuant to Section 9.04. The initial amount of each 2012 Lender’s 2012 Revolving Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such 2012 Lender shall have assumed its 2012 Revolving Commitment, as applicable. The aggregate amount of the 2012 Lenders’ 2012 Revolving Commitments is $224,789,340.00 on the Restatement Effective Date.

“2012 Revolving Credit Maturity Date” means April 2, 2012 or any earlier date on which the 2012 Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

“2012 Revolving Exposure” means, with respect to any 2012 Revolving Lender at any time, the sum of the outstanding principal amount of such 2012 Revolving Lender’s 2012 Revolving Loans and its LC Exposure and Swingline Exposure at such time.

“2012 Revolving Lender” means, as of any date of determination, a Lender with a 2012 Revolving Commitment or, if the 2012 Revolving Commitments have terminated or expired, a Lender with 2012 Revolving Exposure.

“2012 Revolving Loan” means a Loan made pursuant to Section 2.01(a) or a Loan made pursuant to Section 2.01(a) of the Existing Credit Agreement and outstanding hereunder immediately prior to the Restatement Effective Date that was converted into a 2012 Revolving Loan on the Restatement Effective Date.

“2012 Tranche A Term Lenders” means, as of any date of determination, Lenders having outstanding 2012 Tranche A Term Loans.

“2012 Tranche A Term Loan” means a Loan made on the Original Effective Date pursuant to Section 2.01(b) of the Existing Credit Agreement and outstanding hereunder immediately prior to the Restatement Effective Date that was converted into a 2012 Tranche A Term Loan on the Restatement Effective Date.

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“2014 Applicable Percentage” means, with respect to any 2014 Lender, (a) with respect to 2014 Revolving Loans, LC Exposure or Swingline Loans, a percentage equal to a fraction the numerator of which is such 2014 Revolving Lender’s 2014 Revolving Commitment and the denominator of which is the aggregate 2014 Revolving Commitments of all 2014 Revolving Lenders (or if the 2014 Revolving Commitments have terminated or expired, the 2014 Applicable Percentages shall be determined based upon such 2014 Revolving Lender’s share of the aggregate 2014 Revolving Exposures at that time) and (b) with respect to the 2014 Tranche A Term Loans, a percentage equal to a fraction the numerator of which is such 2014 Tranche A Term Lender’s outstanding principal amount of the 2014 Tranche A Term Loans and the denominator of which is the aggregate outstanding amount of the 2014 Tranche A Term Loans of all 2014 Tranche A Term Lenders.

“2014 Available Revolving Commitment” means, at any time, the 2014 Revolving Commitments then in effect minus the 2014 Revolving Exposure of all 2014 Revolving Lenders at such time; it being understood and agreed that any 2014 Lender’s Swingline Exposure shall not be deemed to be a component of the 2014 Revolving Exposure for purposes of calculating the commitment fee in respect of 2014 Revolving Commitments under Section 2.12(a).

“2014 Lender” means any 2014 Revolving Lender or 2014 Tranche A Term Lender.

“2014 Revolving Availability Period” means the period from and including the Original Effective Date to but excluding the earlier of the 2014 Revolving Credit Maturity Date and the date of termination of the 2014 Revolving Commitments.

“2014 Revolving Commitment” means, with respect to each 2014 Lender, the commitment, if any, of such 2014 Lender to make 2014 Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such 2014 Lender’s 2014 Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.04 and (c) reduced or increased from time to time pursuant to assignments by or to such 2014 Lender pursuant to Section 9.04. The initial amount of each 2014 Lender’s 2014 Revolving Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such 2014 Lender shall have assumed its 2014 Revolving Commitment, as applicable. The aggregate amount of the 2014 Lenders’ 2014 Revolving Commitments is $1,275,210,660.00 on the Restatement Effective Date.

“2014 Revolving Credit Maturity Date” means April 2, 2014 or any earlier date on which the 2014 Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

“2014 Revolving Exposure” means, with respect to any 2014 Revolving Lender at any time, the sum of the outstanding principal amount of such 2014 Revolving Lender’s 2014 Revolving Loans and its LC Exposure and Swingline Exposure at such time.

“2014 Revolving Lender” means, as of any date of determination, a Lender with a 2014 Revolving Commitment or, if the 2014 Revolving Commitments have terminated or expired, a Lender with 2014 Revolving Exposure.

“2014 Revolving Loan” means a Loan made pursuant to Section 2.01(b) or a Loan made pursuant to Section 2.01(a) of the Existing Credit Agreement and outstanding hereunder immediately prior to the Restatement Effective Date that was converted into a 2014 Revolving Loan on the Restatement Effective Date.

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“2014 Tranche A Term Lenders” means, as of any date of determination, Lenders having outstanding 2014 Tranche A Term Loans.

“2014 Tranche A Term Loan” means a Loan made on the Original Effective Date pursuant to Section 2.01(b) of the Existing Credit Agreement and outstanding hereunder immediately prior to the Restatement Effective Date that was converted into a 2014 Tranche A Term Loan on the Restatement Effective Date.

“2014 Tranche B Applicable Percentage” means, with respect to any 2014 Tranche B Term Lender, a percentage equal to a fraction the numerator of which is such 2014 Tranche B Term Lender’s outstanding principal amount of the 2014 Tranche B Term Loans and the denominator of which is the aggregate outstanding amount of the 2014 Tranche B Term Loans of all 2014 Tranche B Term Lenders.

“2014 Tranche B Maturity Date” April 2, 2014.

“2014 Tranche B Term Lenders” means, as of any date of determination, Lenders having outstanding 2014 Tranche B Term Loans.

“2014 Tranche B Term Loan” means a Loan made on the Original Effective Date pursuant to Section 2.01(c) of the Existing Credit Agreement and outstanding hereunder immediately prior to the Restatement Effective Date that was converted into a 2014 Tranche B Term Loan on the Restatement Effective Date.

“2016 Tranche B Applicable Percentage” means, with respect to any 2016 Tranche B Term Lender, a percentage equal to a fraction the numerator of which is such 2016 Tranche B Term Lender’s outstanding principal amount of the 2016 Tranche B Term Loans and the denominator of which is the aggregate outstanding amount of the 2016 Tranche B Term Loans of all 2016 Tranche B Term Lenders.

“2016 Tranche B Maturity Date” means April 2, 2016.

“2016 Tranche B Term Lenders” means, as of any date of determination, Lenders having outstanding 2016 Tranche B Term Loans.

“2016 Tranche B Term Loan” means a Loan made on the Original Effective Date pursuant to Section 2.01(c) of the Existing Credit Agreement and outstanding hereunder immediately prior to the Restatement Effective Date that was converted into a 2016 Tranche B Term Loan on the Restatement Effective Date.

“2017 Tranche B Applicable Percentage” means, with respect to any 2017 Tranche B Term Lender, a percentage equal to a fraction the numerator of which is such 2017 Tranche B Term Lender’s outstanding principal amount of the 2017 Tranche B Term Loans and the denominator of which is the aggregate outstanding amount of the 2017 Tranche B Term Loans of all 2017 Tranche B Term Lenders.

“2017 Tranche B Maturity Date” means April 2, 2017; provided that in the event the 2017 Tranche B Maturity Requirement is not satisfied, “2017 Tranche B Maturity Date” means April 2, 2016.

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“2017 Tranche B Maturity Requirement” means that any one of the following has occurred as of the earlier of March 15, 2016 and the date of delivery by the Borrower to the Administrative Agent and the Lenders of its audited financial statements as described in Section 5.01(a) for its fiscal year ending on or about December 31, 2015 and the Administrative Agent shall have received a certificate from a Financial Officer certifying to the same: (i) the Leverage Ratio for the period ending on or about December 31, 2015 is less than 4.25 to 1.00, (ii) the aggregate outstanding principal balance of the Senior Notes described in clause (ii) of the definition thereof is not more than $250,000,000, (iii) the sum of (x) unrestricted and unencumbered (other than Liens created pursuant to any Loan Document) cash maintained by the Borrower and its Subsidiaries as of January 31, 2016, (y) the aggregate amount available to be drawn by the Borrower under Permitted Receivables Financings and (z) the aggregate amount available to be drawn by the Borrower under a revolving credit facility is an aggregate amount greater than $750,000,000 (and such certificate shall include a representation that there has been no decrease in such aggregate amount since January 31, 2016 that has caused such aggregate amount to be less than $750,000,000) or (iv) the Borrower shall have in effect (A) senior secured long-term debt ratings from Moody’s of Baa3 or better or (B) senior secured long-term debt ratings from S&P of BBB- or better.

“2017 Tranche B Term Lenders” means, as of any date of determination, Lenders having outstanding 2017 Tranche B Term Loans.

“2017 Tranche B Term Loan” means a Loan made on the Original Effective Date pursuant to Section 2.01(c) of the Existing Credit Agreement and outstanding hereunder immediately prior to the Restatement Effective Date that was converted into a 2017 Tranche B Term Loan on the Restatement Effective Date.

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Adjusted LIBO Rate” means, with respect to any LIBOR Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, National Association, in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 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” means the Administrative Agent and the Syndication Agent.

“Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders.

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“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  ¹ /2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“Amendment and Restatement Agreement” means the Amendment and Restatement Agreement dated as of June 30, 2010, among the Borrower, the Lenders party thereto and the Administrative Agent.

“Applicable Aggregate Percentage” means, with respect to any Revolving Lender a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the aggregate Revolving Commitments of all Revolving Lenders (or if the Revolving Commitments have terminated or expired, the Applicable Aggregate Percentages shall be determined based upon such Revolving Lender’s share of the aggregate Revolving Exposures at that time). For the avoidance of doubt, each Revolving Lender’s Applicable Aggregate Percentage shall be determined without regard to whether such Revolving Lender’s Revolving Commitment is a 2012 Revolving Commitment or a 2014 Revolving Commitment.

“Applicable Pledge Percentage” means 100% in the case of a pledge of Equity Interests of a Material Restricted Subsidiary which is a Domestic Subsidiary and 65% in the case of a pledge of Equity Interests of a Material Restricted Subsidiary which is a Foreign Subsidiary; provided, that no Receivables Financing SPC shall be required to pledge its Equity Interest in any Person.

“Applicable Pro Rata Rate” means, for any day, (a) with respect to any ABR Loan or LIBOR Loan that is made or held by a 2012 Lender, or with respect to the commitment fees payable hereunder in respect of the 2012 Revolving Commitments, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “LIBOR Spread” or “Commitment Fee Rate”, as the case may be, based upon the Borrower’s Leverage Ratio as of the most recent determination date:

Leverage Ratio	LIBOR Spread		ABR Spread		Commitment Fee Rate
Category 1 £ 4.0 to 1.0	0.625	%	0	%	0.125	%
Category 2 > 4.0 to 1.0 but £ 4.5 to 1.0	0.75	%	0	%	0.15	%
Category 3 > 4.5 to 1.0 but £ 5.0 to 1.0	1.00	%	0	%	0.20	%
Category 4 > 5.0 to 1.0 but £ 5.5 to 1.0	1.25	%	0.25	%	0.25	%
Category 5 > 5.5 to 1.0 but £ 6.0 to 1.0	1.50	%	0.50	%	0.30	%
Category 6 > 6.0 to 1.0	1.75	%	0.75	%	0.375	%

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and (b) with respect to any ABR Loan or LIBOR Loan that is made or held by a 2014 Lender, or with respect to the commitment fees payable hereunder in respect of the 2014 Revolving Commitments, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “LIBOR Spread” or “Commitment Fee Rate”, as the case may be, based upon the Borrower’s Leverage Ratio as of the most recent determination date; provided that until the delivery, pursuant to Section 5.01, of the Borrower’s consolidated financial information for the Borrower’s fiscal quarter ending on or about September 30, 2010, the “Applicable Pro Rata Rate” shall be the applicable rate per annum set forth below in Category 5 (unless the Borrower’s financial statements for its fiscal quarters ending on or about June 30, 2010 or September 30, 2010 demonstrate that Category 6 should have been applicable during such period, in which case Category 6 shall be deemed to be applicable during such period):

Leverage Ratio	LIBOR Spread		ABR Spread		Commitment Fee Rate
Category 1 £ 3.0 to 1.0	2.00	%	1.00	%	0.375	%
Category 2 > 3.0 to 1.0 but £ 3.5 to 1.0	2.25	%	1.25	%	0.50	%
Category 3 > 3.5 to 1.0 but £ 4.0 to 1.0	2.50	%	1.50	%	0.50	%
Category 4 > 4.0 to 1.0 but £ 4.5 to 1.0	2.75	%	1.75	%	0.50	%
Category 5 > 4.5 to 1.0 but £ 5.0 to 1.0	3.00	%	2.00	%	0.50	%
Category 6 > 5.0 to 1.0	3.25	%	2.25	%	0.50	%

For purposes of the foregoing clauses (a) and (b), (i) the Applicable Pro Rata Rate shall be determined as of the end of each fiscal quarter of the Borrower based upon the Borrower’s annual or quarterly consolidated financial statements delivered pursuant to Section 5.01 and (ii) each change in the Applicable Pro Rata Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Leverage Ratio shall be deemed to be in (x) Category 6 with respect to 2012 Loans and commitment fees payable in respect of 2012 Revolving Commitments and (y) Category 6 with respect to 2014 Loans and commitment fees payable in respect of 2014 Revolving Commitments, in each case at the option of the Administrative Agent or at the request of the Required Lenders if the Borrower fails to deliver the annual or quarterly consolidated financial statements required to be delivered by it pursuant to Section 5.01, during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.

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“Applicable Tranche B Rate” means, for any day, (a) with respect to any ABR Loan or LIBOR Loan that is made or held by a 2014 Tranche B Term Lender, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread” or “LIBOR Spread”, as the case may be, based upon the Borrower’s Leverage Ratio as of the most recent determination date:

Leverage Ratio	LIBOR Spread		ABR Spread
Category 1 £ 4.5 to 1.0	1.375	%	0.375	%
Category 2 > 4.5 to 1.0 but £ 5.75 to 1.0	1.50	%	0.50	%
Category 3 > 5.75 to 1.0	1.75	%	0.75	%

(b) with respect to any ABR Loan or LIBOR Loan that is made or held by a 2016 Tranche B Term Lender, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread” or “LIBOR Spread”, as the case may be, based upon the Borrower’s Leverage Ratio as of the most recent determination date; provided that until the delivery, pursuant to Section 5.01, of the Borrower’s consolidated financial information for the Borrower’s fiscal quarter ending on or about September 30, 2010, the “Applicable Tranche B Rate” for 2016 Tranche B Term Loans shall be the applicable rate per annum set forth below in Category 1 (unless the Borrower’s financial statements for its fiscal quarters ending on or about June 30, 2010 or September 30, 2010 demonstrate that Category 2 should have been applicable during such period, in which case Category 2 shall be deemed to be applicable during such period):

Leverage Ratio	LIBOR Spread		ABR Spread
Category 1 £ 5.0 to 1.0	3.00	%	2.00	%
Category 2 > 5.0 to 1.0	3.25	%	2.25	%

and (c) with respect to any ABR Loan or LIBOR Loan that is made or held by a 2017 Tranche B Term Lender, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread” or “LIBOR Spread”, as the case may be, based upon the Borrower’s Leverage Ratio as of the most recent determination date; provided that until the delivery, pursuant to Section 5.01, of the Borrower’s consolidated financial information for the Borrower’s fiscal quarter ending on or about September 30, 2010, the “Applicable Tranche B Rate” for 2017 Tranche B Term Loans shall be the applicable rate per annum set forth below in Category 1 (unless the Borrower’s financial statements for its fiscal quarters ending on or about June 30, 2010 or September 30, 2010 demonstrate that Category 2 should have been applicable during such period, in which case Category 2 shall be deemed to be applicable during such period):

Leverage Ratio	LIBOR Spread		ABR Spread
Category 1 £ 5.0 to 1.0	3.25	%	2.25	%
Category 2 > 5.0 to 1.0	3.50	%	2.50	%

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For purposes of the foregoing, (a) the Applicable Tranche B Rate shall be determined as of the end of each fiscal quarter of the Borrower based upon the Borrower’s annual or quarterly consolidated financial statements delivered pursuant to Section 5.01 and (b) each change in the Applicable Tranche B Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Leverage Ratio shall be deemed to be in (x) Category 3 with respect to 2014 Tranche B Term Loans and (y) Category 2 with respect to 2016 Tranche B Term Loans and 2017 Tranche B Term Loans, in each case at the option of the Administrative Agent or at the request of the Required Lenders if the Borrower fails to deliver the annual or quarterly consolidated financial statements required to be delivered by it pursuant to Section 5.01, during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.

“Approved Fund” has the meaning assigned to such term in Section 9.04.

“Asset Sale” means any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of the Borrower or any Material Restricted Subsidiary, other than (i) Excluded Dispositions and Specified Sales, (ii) sales, transfer or dispositions described in Section 6.05(b), (c) or (d) and (iii) any Equity Issuance.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Attributed Principal Amount” means, on any day, with respect to any Permitted Receivables Financing entered into by any Loan 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.

“Banking Services” means each and any of the following bank services provided to the Borrower or any Subsidiary by any Lender or any of its Affiliates: (a) credit cards or debit cards for commercial customers (including, without limitation, commercial credit cards, debit cards and purchasing cards), (b) stored value cards and (c) treasury or other cash management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Banking Services Agreement” means any agreement entered into by the Borrower or any Subsidiary in connection with Banking Services.

“Banking Services Obligations” means any and all obligations of the Borrower or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

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“Borrower” means Dean Foods Company, a Delaware corporation.

“Borrowing” means (a) Revolving Loans of the same Class and Type, made, converted or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect; provided that until the 2012 Revolving Credit Maturity Date, the 2012 Revolving Loans and the 2014 Revolving Loans will be deemed to constitute a single Class for purposes of this definition, (b) with respect to a Tranche A Term Loan, a Tranche A Term Loan of the same Class, made, converted or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect, (c) with respect to a Tranche B Term Loan, a Tranche B Term Loan of the same Class made, converted or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect, (d) with respect to an Incremental Term Loan, an Incremental Term Loan of the same Class made, converted or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect and (e) a Swingline Loan.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.02.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Chicago are authorized or required by law to remain closed; provided that, when used in connection with a LIBOR Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capital Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP.

“Capital Lease” means 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” means the aggregate principal component of capitalized lease obligations relating to a Capital Lease determined in accordance with GAAP.

“Captive Insurance Company” means 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.

“Change in Control” means (a) the acquisition of record or beneficial ownership by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Original Effective Date), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated. 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.

“Change in Law” means (a) the adoption of any law, rule or regulation after the Original Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Original Effective Date or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such

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Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Original Effective Date.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are 2012 Revolving Loans, 2014 Revolving Loans, 2012 Tranche A Term Loans, 2014 Tranche A Term Loans, 2014 Tranche B Term Loans, 2016 Tranche B Term Loans, 2017 Tranche B Term Loans, Incremental Term Loans or Swingline Loans, and, when used in reference to any Commitment, refers to whether such Commitment is a 2012 Revolving Commitment, a 2014 Revolving Commitment or a commitment for Incremental Term Loans, and, when used in reference to any Lender, refers to whether such Lender is a 2012 Revolving Lender, a 2014 Revolving Lender, a 2012 Tranche A Term Lender, a 2014 Tranche A Term Lender, a 2014 Tranche B Term Lender, a 2016 Tranche B Term Lender, a 2017 Tranche B Term Lender or a Lender that holds Incremental Term Loans.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means any and all property owned, leased or operated by a Person, which property is covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of Administrative Agent, on behalf of itself and the Holders of Secured Obligations, to secure the Secured Obligations, other than the Excluded Collateral.

“Collateral Documents” means, collectively, the Security Agreement, the Mortgages and all other agreements, instruments and documents executed in connection with this Agreement that are intended to create or evidence Liens to secure the Secured Obligations, including, without limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether heretofore, now, or hereafter executed by the Borrower or any of its Material Restricted Subsidiaries and delivered to the Administrative Agent.

“Commitment” means a 2012 Revolving Commitment, a 2014 Revolving Commitment or a commitment for Incremental Term Loans.

“Commitment and Acceptance” has the meaning assigned to such term in Section 2.04.

“Commitment Schedule” means the Schedule attached hereto identified as such.

“Consolidated EBITDA” means, 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 expenses (except any such expense that requires accrual of a reserve for anticipated future cash payments for any period), (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 Administrative Agent, and (E) other adjustments to Consolidated EBITDA reasonably acceptable to the Administrative Agent. Except as otherwise provided herein, the applicable period shall be for the four (4) consecutive quarters ending as of the date of computation. Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to any Permitted Acquisition, relevant sale or disposition or any designation or change of any of the Borrower’s Subsidiaries’ status as a Restricted Subsidiary or an Unrestricted Subsidiary effected during such period.

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“Consolidated Funded Indebtedness” means, at any date, the aggregate principal amount of all Funded Indebtedness of the Borrower and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, 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, minus interest income for such period, in each case as determined in accordance with GAAP. Except as otherwise provided herein, the applicable period shall be for the four (4) consecutive quarters ending as of the date of computation.

“Consolidated Net Income” means, 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. 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” means the contingent subordinated obligation described on Schedule 6.01.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Exposure at such time, plus (b) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder unless such Lender’s failure to fund is based on such Lender’s good faith determination that the conditions precedent to each funding under this Agreement have not been satisfied and such Lender has notified the Administrative Agent in writing of such determination, (b) notified the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations (i) under this Agreement or (ii) under other agreements in which it is obligated to extend credit unless, in the case of this clause (ii), such obligation is subject to a good faith dispute, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans unless subject to a good faith dispute based on such Lender’s good faith determination that the conditions precedent to funding under this Agreement have not been satisfied and such Lender has notified the Administrative Agent in writing of such determination, provided that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of

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a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that a Lender shall not become a Defaulting Lender (1) solely as the result of (x) the acquisition or maintenance of an ownership interest in such Lender or a Person controlling such Lender or (y) the exercise of control over a Lender or a Person controlling such Lender, in each case, by a governmental authority or an instrumentality thereof or (2) if, in the case of any Lender referred to in this clause (e), the Borrower, the Administrative Agent and each Issuing Bank shall be satisfied that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder.

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

“dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is incorporated or organized under the laws of the United States of America, any state thereof or in the District of Columbia.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, or the management, release or threatened release of any Hazardous Material.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Equity Issuance” means 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 Equity Interests or Hybrid Equity Securities (excluding issuances of Equity Interests to directors, officers, consultants or other employees under any equity award program, employee stock purchase plan or other employee benefit plan in existence from time to time), (b) any shares of its Equity Interests pursuant to the exercise of options (excluding for purposes hereof the issuance of Equity Interests pursuant to the exercise of stock options held by directors, officers, consultants or other employees or former employees of the Loan Parties or personal representatives or heirs or beneficiaries of any of them) or warrants or (c) any shares of its Equity Interests or Hybrid Equity Securities pursuant to the conversion of any debt securities to equity.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” has the meaning assigned to such term in Article VII.

“Excess Cash Flow” means, for any fiscal year of the Borrower, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) decreases in Working Capital for such fiscal year, and (iv) the aggregate net amount of non cash loss on the disposition of property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income minus (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such fiscal year on account of Capital Expenditures (excluding the principal amount of Indebtedness (other than Indebtedness under any revolving credit facility) incurred in connection with such expenditures and any such expenditures financed with the proceeds of asset dispositions that have not yet been used to pay down the Loans), (iii) the aggregate amount of all regularly scheduled principal payments of Long-Term Debt (including the Term Loans) of the Borrower and Restricted Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), all to the extent such payments are not financed with the proceeds of Indebtedness (other than Indebtedness under any revolving credit facility) incurred by the Borrower or any Restricted Subsidiary, (iv) increases in Working Capital for such fiscal year, (v) the aggregate net amount of non-cash gain on the disposition of property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (vi) any fees and expenses incurred in connection with the financing evidenced by this Agreement, (vii) make-whole or prepayment premiums or penalties paid as a result of

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the prepayment of any Indebtedness and (viii) cash payments constituting the purchase price, earn-outs and similar obligations in respect of Permitted Acquisitions, all to the extent such payments are not financed with the proceeds of Indebtedness (other than Indebtedness under any revolving credit facility) incurred by the Borrower or any Restricted Subsidiary.

“Excluded Collateral” means the collective reference to (a) the Equity Interests in, and any assets of, any Unrestricted Subsidiary, (b) all real property owned by Dean Holding Company and its direct or indirect subsidiaries (excluding any real property sold, disposed or otherwise transferred from a Loan Party which is not Dean Holding Company and its direct or indirect subsidiaries), (c) all Equity Interests in any direct or indirect subsidiary of Dean Holding Company which owns any real property, (d) all Equity Interests in excess of the Applicable Pledge Percentage in any Foreign Subsidiary that is a Pledge Subsidiary, (e) the Equity Interests owned by any Receivables Financing SPC, (f) any Equity Interests in any Foreign Subsidiary which is not a Pledge Subsidiary, and (g) all other real property not required by the Administrative Agent to be mortgaged pursuant to Section 5.10(b).

“Excluded Disposition” means 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.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise Taxes imposed on (or measured by) its net income (i) by the United States of America, (ii) by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or (iii) otherwise as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax; (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which the Borrower is located; (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.20), any withholding Tax that would apply to or be imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.17(a); and (d) any United States withholding Tax that is imposed on amounts payable to any lender that is a United States person as defined in Section 7701(a)(30) of the Code that is attributable to such Lender’s failure to comply with Section 2.17(e).

“Existing Credit Agreement” is defined in the recitals hereof.

“Existing Letters of Credit” is defined in Section 2.06.

“Extended Lender” means any 2014 Revolving Lender, 2014 Tranche A Term Lender, 2016 Tranche B Term Lender or 2017 Tranche B Term Lender.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

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“Financial Officer” means the chief executive officer, chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“First Tier Foreign Subsidiary” means each Foreign Subsidiary with respect to which any one or more of the Borrower and its Domestic Subsidiaries directly owns or controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located and any other Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

“Funded Indebtedness” means, with respect to any Person, without duplication, (a) all Indebtedness of such Person other than (i) Indebtedness of the types referred to in clauses (e), (g), (i) and (m) of the definition of “Indebtedness” and (ii) Indebtedness referred to in clause (j) of such definition except to the extent such Indebtedness consists of unpaid reimbursement obligations in respect of drawn amounts under letters of credit or bankers’ acceptance facilities, (b) all Funded Indebtedness of others of the type referred to in clause (a) above secured by (or for which the holder of such Funded Indebtedness 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 Indebtedness of the type referred to in clause (a) above of another Person and (d) Funded Indebtedness 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 Indebtedness” shall exclude any Indebtedness under the Contingent Subordinated Obligation until such time as the Borrower is required to make a cash payment thereunder.

“Funding Account” means the deposit account of the Borrower to which the Administrative Agent is authorized by the Borrower to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guaranty Obligations” means, 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)

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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 Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Holders of Secured Obligations” means the holders of the Secured Obligations from time to time and shall include (i) each Lender and each Issuing Bank in respect of its Loans and LC Exposure respectively, (ii) the Administrative Agent, the Issuing Banks and the Lenders in respect of all other present and future obligations and liabilities of the Borrower and each Subsidiary of every type and description arising under or in connection with this Agreement or any other Loan Document, (iii) each Lender and affiliate of such Lender in respect of Swap Agreements and Banking Services Agreements entered into with such Person by the Borrower or any Subsidiary, (iv) each indemnified party under Section 9.03 in respect of the obligations and liabilities of the Borrower to such Person hereunder and under the other Loan Documents, and (v) their respective successors and (in the case of a Lender, permitted) transferees and assigns.

“Hybrid Equity Securities” means any securities issued by the Borrower any Subsidiary or a financing vehicle of the Borrower or any Subsidiary that (i) are classified as possessing a minimum of “intermediate equity content” by S&P and Basket C equity credit by Moody’s and (ii) other than solely through the issuance of Equity Interests, (A) require no repayments or prepayments and no redemptions, repurchases, sinking fund payments or defeasement and (B) do not otherwise provide for (1) any obligations thereunder or in connection therewith to become due prior to their scheduled maturity or (2) an ability (with or without the giving of notice, the lapse of time or both) for the holder or holders of any such securities or any trustee or agent on its or their behalf to cause any such obligations to become due, in each case, prior to at least 91 days after the 2017 Tranche B Maturity Date.

“Incremental Term Loans” has the meaning assigned to such term in Section 2.04.

“Indebtedness” of any Person means, without duplication, 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

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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 Swap 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 Equity Interests 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.

“Indemnified Taxes” means Taxes other than Excluded Taxes and Other Taxes.

“Interest Coverage Ratio” means, the ratio, determined as of the end of each of fiscal quarter of the Borrower for the most-recently ended four fiscal quarters, of (a) Consolidated EBITDA to (b) Consolidated Interest Expense paid or payable in cash, all calculated for the Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP. Solely for the purpose of calculating the Interest Coverage Ratio to determine compliance with Section 6.11(a), Consolidated EBITDA will be adjusted to (i) add an amount which, in the determination of Consolidated Net Income for the applicable period, has been deducted for (A) non-cash losses from foreign exchange translation adjustments or Swap Agreements during such period and (B) the fees, costs and expenses paid to third parties during such period that directly arise out of and are incurred in order to consummate acquisitions, investments, dispositions and the incurrence or early extinguishment of Indebtedness to the extent such items were subject to capitalization prior to the effectiveness of Financial Accounting Standards Board Statement No. 141R “Business Combinations” but are required under such statement to be expensed currently and (ii) subtract an amount which, in the determination of Consolidated Net Income for the applicable period, has been added for non-cash gains from foreign exchange translation adjustments or Swap Agreements during such period.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan and any Swingline Loan, the last day of each March, June, September and December and (b) with respect to any LIBOR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a LIBOR Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means with respect to any LIBOR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is seven days or one, two, three or six months (and, to the extent available to all of the Lenders directly affected thereby, four, nine or twelve months) thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) other than in the case of an Interest Period of seven days, any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

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“Investment Tax Credit” means 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 Bank” means each of JPMorgan Chase Bank, National Association, Bank of America, N.A., and Wells Fargo Bank, National Association in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any 2014 Revolving Lender at any time shall be its 2014 Applicable Percentage (after giving effect to the reallocation of the aggregate “Revolving Commitments” (as defined in the Existing Credit Agreement) described in Section 1.05 hereof) of the total LC Exposure at such time.

“Lenders” means the Persons listed on the Commitment Schedule, the Persons that are “Lenders” under the Existing Credit Agreement as of the Restatement Effective Date and any other Person that shall have become a party hereto pursuant to Section 2.04 or pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“Leverage Ratio” means, on any date, the ratio of (a) Consolidated Funded Indebtedness on such date, minus unrestricted cash in an aggregate amount not to exceed $100,000,000 to the extent held by the Borrower and the Restricted Subsidiaries on a consolidated basis on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date). Solely for the purposes of calculating the Leverage Ratio to determine compliance with Section 6.11(b), (1) Consolidated Funded Indebtedness shall exclude Hybrid Equity Securities issued by the Borrower or any Subsidiary and (2) Consolidated EBITDA will be adjusted to (i) add an amount which, in the determination of Consolidated Net Income for the applicable period, has been deducted for (A) non-cash losses from foreign exchange translation adjustments or Swap Agreements during such period and (B) the fees, costs and expenses paid to third parties during such period that directly arise out of and are incurred in order to consummate acquisitions, investments, dispositions and the incurrence or early extinguishment of Indebtedness to the extent such items were subject to capitalization prior to the effectiveness of Financial Accounting Standards Board Statement No. 141R “Business Combinations” but are required under such statement to be expensed currently and (ii) subtract an amount which, in the determination of Consolidated Net Income for the applicable period, has been added for non-cash gains from foreign exchange translation adjustments or Swap Agreements during such period.

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“LIBO Rate” means, with respect to any LIBOR Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such LIBOR Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“LIBOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” means this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral Documents, the Subsidiary Guaranty, the Amendment and Restatement Agreement, and all other agreements, instruments, documents and certificates executed and delivered to, or in favor of, the Administrative Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with the Agreement or the transactions contemplated thereby. Any reference in the Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to the Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Parties” means the Borrower and the Subsidiary Guarantors.

“Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans and Incremental Term Loans.

“Long-Term Debt” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, property or financial condition of the Borrower and the Subsidiaries taken as a whole or (b) the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent, the Issuing Banks or the Lenders thereunder.

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“Material Indebtedness” means (i) the Contingent Subordinated Obligation and (ii) Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of determining Material Indebtedness, the “obligations” of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Restricted Subsidiary” means (i) each Restricted Subsidiary that is a guarantor of any Indebtedness under the Senior Notes or any other secured or unsecured notes issued by the Borrower or any other Restricted Subsidiary and (ii) any other 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.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means each mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, on real property owned or leased by a Loan Party to the extent not constituting Excluded Collateral, including any amendment, restatement, modification or supplement thereto.

“Mortgage Instruments” means such title reports, title insurance, opinions of counsel and surveys as are requested by, and in form and substance reasonably acceptable to, the Administrative Agent from time to time.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” means, with respect to any Asset Sale, (a) the cash proceeds received in respect of such Asset Sale including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, net of (b) the sum of (i) all fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such Asset Sale, (ii) the amount of all payments required to be made as a result of such Asset Sale to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such Asset Sale and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such Asset Sale occurred or the next succeeding year and that are directly attributable to such Asset Sale (as determined reasonably and in good faith by a Financial Officer).

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, the Administrative Agent, the Issuing Banks or to any Issuing Bank or any indemnified party arising under the Loan Documents.

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“Original Effective Date” means April 2, 2007.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” has the meaning set forth in Section 9.04.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Acquisition” means 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 6.03(b), (ii) is in an amount not greater than $100,000,000 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 $100,000,000 (but shall not exceed $500,000,000) if the Leverage Ratio (calculated on a Pro Forma Basis giving effect to such acquisition and related incurrence of Indebtedness) is not greater than 4.50 to 1.00 or with the consent of the Required Lenders (it being understood and agreed that any portion of the cash consideration for such acquisition that is composed of the proceeds of the issuance of Equity Interests or Hybrid Equity Securities to finance such acquisition shall not count toward such dollar limitation), (iii) is approved by the Board of Directors (or similar governing body) or the requisite shareholders (or other equityholders) of the Person being acquired or Person transferring the assets being acquired, (iv) if an acquisition of Equity Interests of a Person, at least fifty-one percent (51%) of all issued and outstanding Equity Interests 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 6.11.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes that are not yet delinquent or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

(c) pledges and deposits under workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits or pledges to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

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(f) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by law or incurred or granted by the Borrower or any Subsidiary in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary; and

(g) minor imperfections in title that do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of Borrower or any Subsidiary.

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in (1) commercial paper and variable or fixed rate notes issued by (A) any domestic commercial bank of recognized standing having capital and surplus in excess of $250,000,000 or (B) 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”) (or by the parent company thereof) or (2) 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 in each case maturing within 270 days from the date of acquisition thereof;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any Approved Bank;

(d) repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (b) above;

(e) auction preferred stock rated in the highest short-term credit rating category by S&P or Moody’s with a maximum maturity of one year, for which the reset date will be used to determine the maturity date; and

(f) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“Permitted Receivables Financing” means any one or more receivables financings in which (a) any Loan 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

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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 Loan 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 Loan 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” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledge Subsidiary” means (i) each Domestic Subsidiary which is a Restricted Subsidiary, (ii) each First Tier Foreign Subsidiary which is a Material Restricted Subsidiary and (iii) each Domestic Subsidiary which is a Receivables Financing SPC, but, in the case of the foregoing clauses (i) and (iii), excluding any Equity Interests owned by a Receivables Financing SPC.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, National Association as its prime rate at its principal office; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Pro Forma Basis” means, with respect to any Permitted Acquisition or sale or disposition of a Restricted Subsidiary or assets or operations constituting a business group or division of the Borrower or a Restricted Subsidiary or any Restricted Payment made pursuant to Section 6.07 or any designation or change of any of the Borrower’s Subsidiaries’ status as a Restricted Subsidiary or an Unrestricted Subsidiary, that such Permitted Acquisition, sale or disposition or Restricted Payment or designation or change shall be deemed to have occurred or been made, as applicable, as of the first day of the four (4) fiscal-quarter period ending as of the most recent fiscal quarter end preceding the date of such Permitted Acquisition, sale or disposition, Restricted Payment or designation or change.

“Pro Rata Facilities” means the Revolving Commitments, the Revolving Loans and the Tranche A Term Loans.

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

“Receivables Financing SPC” means, in respect of any Permitted Receivables Financing, any Subsidiary or Affiliate of the Borrower to which any Loan 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.

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“Receivables Purchase Agreement” means the Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 2, 2007 among Dairy Group Receivables, L.P., Dairy Group Receivables II, L.P., WhiteWave Receivables, L.P., the servicers, the companies, and the financial institutions party thereto and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent.

“Recovery Event” means 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” has the meaning set forth in Section 9.04.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Required Lenders” means, at any time, Lenders having Credit Exposure and unused Commitments representing more than 50% of the sum of the total Credit Exposure and unused Commitments at such time. The “Required Lenders” of a particular Class of Loans means Lenders having Revolving Credit Exposures, outstanding Tranche A Term Loans, outstanding Tranche B Term Loans and unused Commitments of such Class, as applicable, representing more than 50% of the total Revolving Credit Exposures, outstanding Tranche A Term Loans, outstanding Tranche B Term Loans and unused Commitments of such Class, as applicable, at such time.

“Required Pro Rata Lenders” means, at any time, Lenders having Credit Exposure (excluding the Tranche B Term Loans and any similar incremental term loans or commitments under Section 2.04) and unused Revolving Commitments representing more than 50% of the sum of the total Credit Exposure (excluding Tranche B Term Loans, any similar incremental term loans or commitments under Section 2.04) and unused Revolving Commitments at such time.

“Requirement of Law” means, as to any Person, the Certificate of Incorporation and By Laws or other organizational or governing documents of such Person, and any 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.

“Restatement Effective Date” has the meaning specified in the Amendment and Restatement Agreement.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests and Hybrid Equity Securities in (or of) the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests and Hybrid Equity Securities in (or of) the Borrower or any option, warrant or other right to acquire any such Equity Interests and Hybrid Equity Securities in (or of) the Borrower.

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“Restricted Subsidiaries” means the Subsidiaries of the Borrower other than the Unrestricted Subsidiaries.

“Revolving Commitment” means a 2012 Revolving Commitment or a 2014 Revolving Commitment, and “Revolving Commitments” means, collectively, the 2012 Revolving Commitments and the 2014 Revolving Commitments.

“Revolving Exposure” means 2012 Revolving Exposure or 2014 Revolving Exposure, and “Revolving Exposures” means, collectively, the 2012 Revolving Exposures and the 2014 Revolving Exposures.

“Revolving Lender” means a 2012 Revolving Lender or a 2014 Revolving Lender, and “Revolving Lenders” means, collectively, the 2012 Revolving Lenders and the 2014 Revolving Lenders.

“Revolving Loan” means a 2012 Revolving Loan or a 2014 Revolving Loan, and “Revolving Loans” means, collectively, the 2012 Revolving Loans and the 2014 Revolving Loans.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

“Secured Obligations” means all Obligations, together with all Swap Obligations and Banking Services Obligations owing to one or more Lenders or their respective Affiliates.

“Security Agreement” means that certain Amended and Restated Pledge and Security Agreement (including any and all supplements thereto), dated as of the Original Effective Date, between the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Holders of Secured Obligations, and any other pledge or security agreement entered into, after the Original Effective Date by any other Loan Party (as required by this Agreement or any other Loan Document), or any other Person, as the same may be amended, restated or otherwise modified from time to time.

“Senior Notes” means (i) those certain Senior Debt Securities 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 outstanding principal amount of $142,000,000 as of the Restatement Effective Date and (ii) those certain 7% Senior Notes due 2016 issued pursuant to the terms of the Indenture dated as of May 15, 2006 by and between the Borrower, the guarantors listed therein and The Bank of New York Trust Company, as trustee, in an aggregate principal amount of $500,000,000.

“Solvent” means, in reference to the Loan Parties, that the fair value of all assets of the Loan Parties (taken as a whole), measured on a going concern basis, exceeds all probable liabilities of the Loan Parties (taken as a whole), including those to be incurred pursuant to this Agreement.

“Specified Sales” means (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 cash or Permitted Investments, and (d) the sale, transfer or other disposition of Equity Interests of Unrestricted Subsidiaries.

“Specified Subsidiary” means any Restricted Subsidiary that is not a Loan Party (or not required to become a Loan Party pursuant to the terms of this Agreement).

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“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBOR Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” of the Borrower or any Subsidiary means any Indebtedness of such Person the payment and priority of which is subordinated to payment of the Secured 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 Revolving Credit Maturity Date and (b) the 2017 Tranche B Maturity Date and the terms and conditions of which are otherwise reasonably satisfactory to, the Administrative Agent.

“Subordinated Indebtedness Documents” means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Borrower.

“Subsidiary Guarantor” means each Material Restricted Subsidiary that becomes a party to a Subsidiary Guaranty (including pursuant to a joinder or supplement thereto); provided, that notwithstanding any other provision of this Agreement, no Foreign Subsidiary shall be a Subsidiary Guarantor or shall otherwise be required to guarantee or pledge its assets in support of any obligations hereunder.

“Subsidiary Guaranty” means that certain Amended and Restated Guaranty dated as of the Original Effective Date (including any and all supplements thereto) and executed by each Subsidiary Guarantor, and any other guaranty agreements as are requested by the Administrative Agent and its counsel, in each case as amended, restated, supplemented or otherwise modified from time to time.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than in respect of Equity Interests of the Borrower), in each case entered into to hedge or mitigate risks to which the Borrower or any Subsidiary reasonably believes it has actual exposure or entered into in order to effectively cap, collar or exchange interest rates; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

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“Swap Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements (including any “Swap Agreements” (as defined in the Existing Credit Agreement)) permitted hereunder (to the extent the provider of such Swap Agreement is a Lender or was a Lender (or an Affiliate of any such Lender) at the time such Swap Agreement is entered into), and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any 2014 Lender at any time shall be its 2014 Applicable Percentage (after giving effect to the reallocation of the aggregate “Revolving Commitments” (as defined in the Existing Credit Agreement) described in Section 1.05 hereof) of the total Swingline Exposure at such time.

“Swingline Lender” means JPMorgan Chase Bank, National Association, in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.05.

“Syndication Agent” means Bank of America, N.A., in its capacity as syndication agent for the Lenders hereunder, and its successors and assigns in such capacity.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings in the nature of a tax imposed by any Governmental Authority.

“Term Loans” means the Tranche A Term Loans, Tranche B Term Loans or Incremental Term Loans.

“Tranche A Term Loan” means a 2012 Tranche A Term Loan or a 2014 Tranche A Term Loan.

“Tranche B Term Loan” means a 2014 Tranche B Term Loan, 2016 Tranche B Term Loan or a 2017 Tranche B Term Loan.

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

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

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

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“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

“Unrestricted Subsidiaries” means (a) Azuis Holding B.V., Carnival Ice Cream, N.V., Consolidated Container Holdings LLC, Dairy Information Systems Holdings, LLC, Dairy Information Systems, LLC, Dean Foods Foundation, Dean International Holding Company, Dean Puerto Rico Holdings, LLC, DF-AP, LLC, DF-AP #1 LLC, DFC Energy Partners, LLC, DGI Ventures, Inc., Franklin Holdings, Inc., Franklin Plastics, Inc., Importadora y Distribuidora Dean Foods, S.A. de C.V., Reeves Street, LLC and Tenedora Dean Foods Internacional, S.A. de C.V., (b) each Captive Insurance Company and (c) any other Subsidiary of the Borrower designated by the Borrower as such in writing in accordance with Section 5.10(e); 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(e).

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Working Capital” means, at any date, the excess of current assets (other than cash and Permitted Investments) of the Borrower and its Restricted Subsidiaries on such date over current liabilities (other than Revolving Loans and the current portion of any Funded Indebtedness) of the Borrower and its Restricted Subsidiaries on such date, all determined on a consolidated basis in accordance with GAAP.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “LIBOR Loan”) or by Class and Type (e.g., a “LIBOR Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “LIBOR Borrowing”) or by Class and Type (e.g., a “LIBOR Revolving Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change in GAAP occurring after the Restatement Effective Date or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein.

SECTION 1.05. Amendment and Restatement of Existing Credit Agreement. The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Effective Date. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) Existing Letters of Credit which remain outstanding on the Restatement Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” and/or “Swap Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations or Swap Obligations, as applicable, under this Agreement and the other Loan Documents, (d) the liens and security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations, (e) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any LIBOR Loans and such reallocation described below, in each case on the terms and in the manner set forth in Section 2.16 hereof, (f) the “Revolving Commitments” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, 2012 Revolving Commitments and 2014 Revolving Commitments hereunder, (g) the “Tranche A Term Loans” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, 2012 Tranche A Term Loans and 2014 Tranche A Term Loans hereunder and, in connection therewith, the Administrative Agent shall, and is hereby authorized to, prepare a schedule reflecting the outstanding Tranche A Term Loans as of the Restatement Effective Date, (h) the “Tranche B Term Loans” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, 2014 Tranche B Term Loans, 2016 Tranche B Term Loans and 2017 Tranche B Term Loans hereunder and, in connection therewith, the Administrative Agent shall, and is hereby authorized to, prepare a schedule reflecting the outstanding Tranche B Term Loans as of the Restatement Effective Date and (i) the Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the

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Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Exposure, outstanding Tranche A Term Loans hereunder and outstanding Tranche B Term Loans hereunder reflects such Lender’s 2012 Applicable Percentage, 2014 Applicable Percentage, 2014 Tranche B Applicable Percentage, 2016 Tranche B Applicable Percentage or 2017 Tranche B Applicable Percentage, as applicable, of the outstanding aggregate Revolving Exposures and Term Loans on the Restatement Effective Date. In the event that any Revolving Lender holds both a 2012 Revolving Commitment and a 2014 Revolving Commitment (or a Term Lender holds both 2012 Tranche A Term Loans and 2014 Tranche A Term Loans or holds both 2014 Tranche B Term Loans, 2016 Tranche B Term Loans and 2017 Tranche B Term Loans), such Lender shall be deemed, for all purposes of this Agreement (with the exception of Section 9.02), to be two distinct and separate Lenders, such that such Revolving Lender shall be deemed to be one Lender with respect to its 2012 Revolving Commitment (or 2012 Tranche A Term Loans or 2014 Tranche B Term Loans, as the case may be) and another Lender with respect to its 2014 Revolving Commitment (or 2014 Tranche A Term Loans, 2016 Tranche B Term Loans or 2017 Tranche B Term Loans, as the case may be).

ARTICLE II

The Credits

SECTION 2.01. Commitments and Loans. Prior to the Restatement Effective Date, certain revolving loans and term loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.05, the Existing Loans shall be reevidenced as Revolving Loans and Term Loans of a particular Class, as applicable, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. As of the Restatement Effective Date and immediately after giving effect to this Agreement, the aggregate outstanding principal balance of the (1) 2012 Tranche A Term Loans is $172,574,399.74, (2) 2014 Tranche A Term Loans is $1,102,425,600.26, (3) 2014 Tranche B Term Loans is $692,465,418.04, (4) 2016 Tranche B Term Loans is $492,393,209.95 and (5) 2017 Tranche B Term Loans is $561,141,372.01. Subject to the terms and conditions set forth herein, (a) each 2012 Revolving Lender agrees to make 2012 Revolving Loans in dollars to the Borrower from time to time during the 2012 Revolving Availability Period in an aggregate principal amount that will not result in (i) such 2012 Revolving Lender’s 2012 Revolving Exposure exceeding such 2012 Revolving Lender’s 2012 Revolving Commitment or (ii) the total 2012 Revolving Exposures exceeding the sum of the total 2012 Revolving Commitments or (iii) the total Revolving Exposures exceeding the sum of the total Revolving Commitments and (b) each 2014 Revolving Lender agrees to make 2014 Revolving Loans in dollars to the Borrower from time to time during the 2014 Revolving Availability Period in an aggregate principal amount that will not result in (i) such 2014 Revolving Lender’s 2014 Revolving Exposure exceeding such 2014 Revolving Lender’s 2014 Revolving Commitment or (ii) the total 2014 Revolving Exposures exceeding the sum of the total 2014 Revolving Commitments or (iii) the total Revolving Exposures exceeding the sum of the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.

SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders of such Class ratably in accordance with their respective Commitments of the applicable Class; provided, however, that (x) until the 2012 Revolving Credit Maturity Date, each Borrowing of Revolving Loans shall consist of both Classes of Revolving Loans (including both 2012 Revolving Loans and 2014

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Revolving Loans) made by the Revolving Lenders (including both 2012 Revolving Lenders and 2014 Revolving Lenders, respectively) ratably in accordance with their respective Revolving Commitments on the date such Loans are made hereunder and (ii) thereafter, each Borrowing of Revolving Loans shall consist of 2014 Revolving Loans made by the 2014 Revolving Lenders ratably in accordance with their respective 2014 Revolving Commitments on the date such Loans are made hereunder. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. Incremental Term Loans may be established as set forth in Section 2.04. The Term Loans shall amortize as set forth in Section 2.10, provided that the Incremental Term Loans shall, subject to the requirements of Section 2.04, amortize as set forth in the applicable Commitment and Acceptance.

(b) Subject to Section 2.14, each Revolving Borrowing and Term Borrowing shall be comprised entirely of ABR Loans or LIBOR Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan or shall bear interest at an alternate rate agreed upon by the Borrower and the Swingline Lender. Each Lender at its option may make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any LIBOR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of sixteen (16) LIBOR Borrowings outstanding of which no more than two (2) such LIBOR Borrowings may be for an Interest Period of seven (7) days.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested (i) with respect to a Borrowing consisting of 2012 Revolving Loans or 2012 Tranche A Term Loans would end after the 2012 Revolving Credit Maturity Date, (ii) with respect to a Borrowing consisting of 2014 Revolving Loans or 2014 Tranche A Term Loans would end after the 2014 Revolving Credit Maturity Date, (iii) with respect to a 2014 Tranche B Term Loan Borrowing would end after the 2014 Tranche B Maturity Date, (iv) with respect to a 2016 Tranche B Term Loan Borrowing would end after the 2016 Tranche B Maturity Date, (v) with respect to a 2017 Tranche B Term Loan Borrowing would end after the 2017 Tranche B Maturity Date and (vi) with respect to an Incremental Term Loan would end after the maturity date applicable to such Incremental Term Loan.

SECTION 2.03. Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request either in writing (delivered by hand or telecopy) in a form approved by the Administrative Agent and signed by the Borrower or by telephone (a) in the case of a LIBOR Borrowing, not later than 12:30 p.m., Chicago time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:30 p.m., Chicago time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 8:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:

(i) the aggregate amount of the requested Borrowing;

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(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a LIBOR Borrowing; and

(iv) in the case of a LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.”

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBOR Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Increase of Commitments. At any time, but not more than four (4) times during the term of this Agreement, the Borrower may request that the aggregate of the 2014 Revolving Commitments (the “Aggregate Commitment”) be increased by increasing the 2014 Revolving Commitments and/or may obtain incremental term loans (“Incremental Term Loans”) hereunder; provided that (i) the aggregate amount of such increases shall not exceed $500,000,000 during the term of this Agreement and (ii) such request shall be in a minimum amount of $50,000,000. Any such Incremental Term Loans (A) shall rank pari passu in right of payment and of security with the Revolving Loans and all other Term Loans, (B) shall not mature earlier than the 2017 Tranche B Maturity Date (but may, subject to the next succeeding clause (C), have amortization prior to such date), (C) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the 2017 Tranche B Term Loans and (D) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the 2017 Tranche B Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (1) the terms and conditions applicable to such Incremental Term Loans maturing after the 2017 Tranche B Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the 2017 Tranche B Maturity Date and the 2014 Revolving Credit Maturity Date and (2) such Incremental Term Loans may be priced differently than the other Term Loans. Subject to the foregoing requirements, the specific terms of Incremental Term Loans shall be set forth in the relevant schedules to the applicable Commitment and Acceptance prepared by the Administrative Agent for all such Incremental Term Loans and shall constitute part of this Agreement. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Borrower not less than ten (10) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitment, whether such increase is to be allocated to the 2014 Revolving Commitments and/or Incremental Term Loans and the proposed effective date of such increase. The Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a Lender party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lender’s 2014 Revolving Commitment and/or Incremental Term Loan commitment (collectively, the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amount shall be

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effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice no event shall have occurred and then be continuing which constitutes a Default or Event of Default and the Borrower and its Subsidiaries shall be in compliance, calculated on a pro forma basis reasonably acceptable to the Administrative Agent, with the covenants contained in Section 6.11, (B) the Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “2014 Revolving Commitment” or Incremental Term Loans in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit B, (C) counsel for the Borrower shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrower and each Proposed New Lender shall otherwise have executed and delivered such other instruments and documents that the Administrative Agent shall have reasonably requested in connection with such increase and (E) in connection with an increase in the 2014 Revolving Commitments, the Administrative Agent shall have administered any relevant reallocation of the 2014 Revolving Exposures of the 2014 Revolving Lenders on the effective date of such increase ratably among the 2014 Revolving Lenders (including new Lenders) after giving effect to such increase. The Borrower hereby agrees to compensate each 2014 Revolving Lender for all losses, expenses and liabilities incurred by such 2014 Revolving Lender in connection with the sale and assignment of any LIBOR Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its 2014 Revolving Commitment or provide Incremental Term Loans at any time.

SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in dollars to the Borrower from time to time during the 2014 Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $150,000,000 or (ii) the total Revolving Exposures exceeding the sum of the total Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and whether such Swingline Loan shall be an ABR Revolving Loan bearing interest at a rate per annum applicable to an ABR Revolving Loan made by a 2014 Revolving Lender or shall bear interest at an alternate rate agreed upon by the Borrower and the Swingline Lender. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank) on the requested date of such Swingline Loan.

(b) The Swingline Lender may by written notice given to the Administrative Agent not later than 8:00 a.m., Chicago time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving

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Lender, specifying in such notice such Revolving Lender’s Applicable Aggregate Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Applicable Aggregate Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of any of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

(c) Upon the making of a Swingline Loan (whether before or after the occurrence of a Default), each Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender without recourse or warranty, an undivided interest and participation in such Swingline Loan in proportion to its Applicable Aggregate Percentage of the Revolving Commitments; provided that on the 2012 Revolving Credit Maturity Date, the participations so acquired by the 2012 Revolving Lenders shall be reallocated to the 2014 Revolving Lenders ratably in accordance with such 2014 Revolving Lenders’ respective Applicable Aggregate Percentages determined after giving effect to the termination of the 2012 Revolving Commitments (provided that, to the extent such reallocation shall cause the 2014 Revolving Exposures to exceed the 2014 Revolving Commitments, the Borrower shall, on such date of reallocation, prepay 2014 Revolving Loans and cash collateralize outstanding LC Exposure in an amount sufficient to eliminate any such excess). The Swingline Lender may, at any time, require the Revolving Lenders to fund their participations, and each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Swingline Lender such Revolving Lender’s Applicable Aggregate Percentage (after giving effect to the reallocation provisions of this paragraph (c)) of each Swingline Loan. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Swingline Loan purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Applicable Aggregate Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Loan.

SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in dollars for its own account or for the account of any Subsidiary, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time to time during the 2014 Revolving Availability Period. In the event of any inconsistency between the terms and conditions of this

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Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the relevant Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. The letters of credit identified on Schedule 2.06 and the letters of credit issued and outstanding on the Restatement Effective Date under the Existing Credit Agreement (collectively, the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Restatement Effective Date for all purposes of the Loan Documents.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $350,000,000 and (ii) the total 2014 Revolving Exposures shall not exceed the total 2014 Revolving Commitments.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit or such later date as may be agreed to by the relevant Issuing Bank (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the 2014 Revolving Credit Maturity Date.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Revolving Lenders, each Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Aggregate Percentage of the aggregate amount available to be drawn under such Letter of Credit; provided that on the 2012 Revolving Credit Maturity Date, the participations so granted and acquired by the 2012 Revolving Lenders shall be reallocated to the 2014 Revolving Lenders ratably in accordance with such 2014 Revolving Lenders’ respective Applicable Aggregate Percentages determined after giving effect to the termination of the 2012 Revolving Commitments (provided that, to the extent such reallocation shall cause the 2014 Revolving Exposures to exceed the 2014 Revolving Commitments, the Borrower shall, on such date of reallocation, prepay 2014 Revolving Loans and cash collateralize outstanding LC Exposure in an amount sufficient to eliminate any such excess). In consideration and in furtherance of the foregoing, each 2014 Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Revolving Lender’s Applicable Aggregate Percentage (after giving effect to the reallocation provisions of this paragraph (d)) of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect

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of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 10:00 a.m., Chicago time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 8:00 a.m., Chicago time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 10:00 a.m., Chicago time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 8:00 a.m., Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Aggregate Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Aggregate Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to such Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any

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document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the relevant Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the 2014 Revolving Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans made by a 2014 Revolving Lender; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment (and each Revolving Lender shall be entitled to the same rate of interest on its participation as the applicable Issuing Bank is entitled to in respect of such LC Disbursement, regardless of whether such Revolving Lender is a 2012 Revolving Lender or a 2014 Revolving Lender).

(i) Replacement of any Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

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(j) Cash Collateralization. If the maturity of the Loans has been accelerated in accordance with Article VII, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the relevant Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all such Events of Defaults have been cured or waived.

(k) Reports by Issuing Banks to the Administrative Agent. On the Business Day following the end of each calendar quarter, each Issuing Bank shall furnish to the Administrative Agent a report setting forth (i) the issuance and expiration dates, and the face amount, of each Letter of Credit issued by such Issuing Bank during the most recently completed calendar quarter, (ii) the aggregate undrawn amount of all Letters of Credit issued by such Issuing Bank that are outstanding as of such date and (iii) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not been reimbursed by or on behalf of the Borrower prior to such date.

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Aggregate Percentage; provided that, Swingline Loans shall be made as provided in Section 2.05 and Incremental Term Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the Funding Account; provided that ABR Revolving Loans to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the relevant Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent,

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then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to the relevant Class of ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08. Interest Elections. (a) Each Borrowing initially shall be of the Type and Class specified in the applicable Borrowing Request and, in the case of a LIBOR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBOR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued. Notwithstanding any other provision of this Section, the Borrower shall not be permitted to change the Class (i.e., 2012, 2014, 2016 or 2017) of any Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type and Class resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower to elect an Interest Period for LIBOR Loans that does not comply with Section 2.02(d).

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBOR Borrowing; and

(iv) if the resulting Borrowing is a LIBOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a LIBOR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

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(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each relevant Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a LIBOR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBOR Borrowing and (ii) unless repaid, each LIBOR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09. Termination and Reduction of Commitments. (a) Unless previously terminated, (i) all 2012 Revolving Commitments shall terminate on the 2012 Revolving Credit Maturity Date and (ii) all 2014 Revolving Commitments shall terminate on the 2014 Revolving Credit Maturity Date.

(b) The Borrower may at any time terminate the 2012 Revolving Commitments or the 2014 Revolving Commitments upon (i) the payment in full of all outstanding Loans of such Class, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) in the case of such a termination of the 2014 Revolving Commitments, the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees in respect of such Class, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon in respect of such Class.

(c) The Borrower may from time to time reduce the 2012 Revolving Commitments or the 2014 Revolving Commitments; provided that each reduction of such Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.

(d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce any of the Commitments under paragraph (b) or (c) of this Section at least one Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the relevant Lenders in accordance with their respective Commitments.

SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each 2012 Revolving Loan on the 2012 Revolving Credit Maturity Date and each 2014 Revolving Loan on the 2014 Revolving Credit Maturity Date, and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on or before the fifth (5^th) Business Day after the date on which such Swingline Loan is made or such later date to which the

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Swingline Lender and the Borrower agree and, in any event, on the 2012 Revolving Credit Maturity Date and, following the 2012 Revolving Credit Maturity Date, on the 2014 Revolving Credit Maturity Date. The Borrower shall repay the Incremental Term Loans as set forth in the applicable Commitment and Acceptance in accordance with Section 2.04. The Borrower shall (i) repay the 2012 Tranche A Term Loans on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(e)):

Date	Amount
June 30, 2010	$	7,613,576.46
September 30, 2010	$	7,613,576.46
December 31, 2010	$	7,613,576.46
March 31, 2011	$	7,613,576.46
June 30, 2011	$	35,530,032.48
September 30, 2011	$	35,530,032.48
December 31, 2011	$	35,530,032.48
2012 Revolving Credit Maturity Date	$	35,530,032.48

and (ii) repay the 2014 Tranche A Term Loans on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(e)):

Date	Amount
September 30, 2010	$	13,780,320.00
December 31, 2010	$	13,780,320.00
March 31, 2011	$	13,780,320.00
June 30, 2011	$	13,780,320.00
September 30, 2011	$	13,780,320.00
December 31, 2011	$	13,780,320.00
March 31, 2012	$	13,780,320.00
June 30, 2012	$	82,681,920.02
September 30, 2012	$	82,681,920.02
December 31, 2012	$	82,681,920.02
March 31, 2013	$	82,681,920.02
June 30, 2013	$	82,681,920.02
September 30, 2013	$	82,681,920.02
December 31, 2013	$	82,681,920.02
2014 Revolving Credit Maturity Date	$	427,189,920.10

To the extent not previously repaid, all unpaid 2012 Tranche A Term Loans shall be repaid in full in cash by the Borrower on the 2012 Revolving Credit Maturity Date. To the extent not previously repaid, all unpaid 2014 Tranche A Term Loans shall be repaid in full in cash by the Borrower on the 2014 Revolving Credit Maturity Date. In addition, the Borrower shall (i) repay the 2014 Tranche B Term Loans on the last day of each calendar quarter (commencing with the calendar quarter ending on or about June 30, 2010) in an aggregate principal amount equal to $1,784,704.69 (as adjusted from time to time pursuant to Section 2.11(e)), (ii) repay the 2016 Tranche B Term Loans on the last day of each calendar quarter (commencing with the calendar quarter ending on or about September 30, 2010) in an aggregate principal amount equal to $1,230,983.02 (as adjusted from time to time pursuant to Section 2.11(e)) and (iii) repay the 2017 Tranche B Term Loans on the last day of each calendar quarter (commencing with the calendar quarter ending on or about September 30, 2010) in an aggregate principal amount equal to $1,402,853.43 (as adjusted from time to time pursuant to Section 2.11(e)). To the extent not previously repaid, all unpaid 2014 Tranche B Term Loans shall be repaid in full in cash by the Borrower on the 2014

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Tranche B Maturity Date. To the extent not previously repaid, all unpaid 2016 Tranche B Term Loans shall be repaid in full in cash by the Borrower on the 2016 Tranche B Maturity Date. To the extent not previously repaid, all unpaid 2017 Tranche B Term Loans shall be repaid in full in cash by the Borrower on the 2017 Tranche B Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium or penalty but subject to breakfunding payments pursuant to Section 2.16, subject to prior notice in accordance with paragraph (e) of this Section. Prepayments of any Class of Term Loans under this Section 2.11(a) shall be applied ratably to the remaining principal installments thereof; provided that, for the avoidance of doubt, at the option of the Borrower, all or a portion of any optional prepayments of the Term Loans made in accordance with the terms hereof may be applied to repay any Class of Term Loans as the Borrower shall elect.

(b) (i) Promptly following any Asset Sale or series of Asset Sales which cumulatively aggregate in excess of $250,000,000 in any fiscal year, the Borrower shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds derived from all such Asset Sales (such prepayment to be applied as set forth in clause (d) 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 and (ii) 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

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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 Obligations in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (d) below).

(c) The Borrower shall prepay the Obligations on the date that is ten days after the earlier of (i) the date on which Borrower’s annual audited financial statements for the fiscal year ending on or about December 31 of each year (commencing with December 31, 2007) covering the period of four consecutive fiscal quarters then ended are delivered pursuant to Section 5.01 or (ii) the date on which such annual audited financial statements were required to be delivered pursuant to Section 5.01, in an amount equal to (1) the ECF Percentage of the Borrower’s Excess Cash Flow for such period of four consecutive fiscal quarters minus (2) the aggregate amount of all prepayments of Revolving Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year. As used herein, “ECF Percentage” means (x) fifty percent (50%) if the Leverage Ratio as of the last day of such period was greater than or equal to 5.50 to 1.00, (y) twenty-five percent (25%) if the Leverage Ratio as of the last day of such period was greater than or equal to 5.25 to 1.00 but less than 5.50 to 1.00 and (z) zero percent (0%) if the Leverage Ratio as of the last day of such period was less than 5.25 to 1.00, in each case as set forth in paragraph (d) below. Each Excess Cash Flow prepayment shall be accompanied by a certificate signed by a Financial Officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to Administrative Agent.

(d) All such amounts pursuant to Section 2.11(b) and (c) shall be applied, first to ratably prepay the Term Loans (to be applied ratably to the remaining principal installments of the Term Loans) and second to prepay the Revolving Loans ratably (including Swingline Loans) without a corresponding reduction in the Revolving Commitments and to cash collateralize outstanding LC Exposure. The Borrower shall also make the prepayments and cash collateralize outstanding LC Exposure as required by Sections 2.05(c) and 2.06(d). Within the parameters of the applications set forth above, prepayments shall be applied first to ABR Loans and then to LIBOR Loans in direct order of Interest Period maturities. 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 such Sections and applied to LIBOR Loans and shall release such amounts upon the expiration of the Interest Periods applicable to any such LIBOR 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 Loans without regard to the expiration of any Interest Period and the Borrower shall make all payments under Section 2.16 resulting therefrom.

(e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a LIBOR Borrowing, not later than 12:30 p.m., Chicago time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 12:30 p.m., Chicago time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:30 p.m., Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of

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termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing, and each prepayment of a Term Loan Borrowing of the same Class shall be applied in accordance with the terms hereof, in each case any such prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) breakfunding payments pursuant to Section 2.16.

SECTION 2.12. Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Pro Rata Rate on the average daily amount of (i) in the case of 2012 Revolving Lenders, the 2012 Available Revolving Commitment of such 2012 Revolving Lender during the period from and including the Original Effective Date to but excluding the date on which the 2012 Revolving Lenders’ 2012 Revolving Commitments terminate and (ii) in the case of 2014 Revolving Lenders, the 2014 Available Revolving Commitment of such 2014 Revolving Lender during the period from and including the Restatement Effective Date to but excluding the date on which the 2014 Revolving Lenders’ 2014 Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears within 15 days after the last day of each March, June, September and December and on the date on which the relevant Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Pro Rata Rate used to determine the interest rate applicable to LIBOR Revolving Loans made by such Revolving Lender on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% (or such other percentage as is agreed upon by the relevant Issuing Bank and the Borrower) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to (A) unreimbursed LC Disbursements and (B) Existing Letters of Credit) during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of such Revolving Lender’s Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each March, June, September and December shall be payable within 15 days following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which such Revolving Lender’s Revolving Commitments terminate and any such fees accruing after the date on which such Revolving Lender’s Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Borrower agrees to pay to the Administrative Agent for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

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(d) In the event that, prior to the first anniversary of the Restatement Effective Date, any 2016 Tranche B Term Loan Lender or 2017 Tranche B Term Loan Lender receives a Refinancing Prepayment (as defined below), then, at the time thereof, the Borrower shall pay to such 2016 Tranche B Term Loan Lender or 2017 Tranche B Term Loan Lender (as applicable) a prepayment fee equal to 1.00% of the amount of such Refinancing Prepayment. As used herein, (1) with respect to any 2016 Tranche B Term Loan Lender, a “Refinancing Prepayment” is the amount of principal of the 2016 Tranche B Term Loans of such 2016 Tranche B Term Loan Lender that is either (i) prepaid by the Borrower pursuant to Section 2.11(a) with net cash proceeds of one or more senior secured credit facilities provided by banks, other financial institutions or any other funds bearing interest at a lower rate than the interest rate then applicable to such 2016 Tranche B Term Loans being prepaid (whether by reason of the interest rate applicable to such senior secured credit facility or by reason of the issuance of such senior secured credit facility at a discount) or (ii) received by such 2016 Tranche B Term Loan Lender as a result of the mandatory assignment of such 2016 Tranche B Term Loans under the circumstances described in Section 2.20(a) following the failure of such 2016 Tranche B to consent to an amendment of this Agreement that would have the effect of reducing the Applicable Tranche B Rate with respect to such 2016 Tranche B Term Loans and (2) with respect to any 2017 Tranche B Term Loan Lender, a “Refinancing Prepayment” is the amount of principal of the 2017 Tranche B Term Loans of such 2017 Tranche B Term Loan Lender that is either (i) prepaid by the Borrower pursuant to Section 2.11(a) with net cash proceeds of one or more senior secured credit facilities provided by banks, other financial institutions or any other funds bearing interest at a lower rate than the interest rate then applicable to such 2017 Tranche B Term Loans being prepaid (whether by reason of the interest rate applicable to such senior secured credit facility or by reason of the issuance of such senior secured credit facility at a discount) or (ii) received by such 2017 Tranche B Term Loan Lender as a result of the mandatory assignment of such 2017 Tranche B Term Loans under the circumstances described in Section 2.20(a) following the failure of such 2017 Tranche B to consent to an amendment of this Agreement that would have the effect of reducing the Applicable Tranche B Rate with respect to such 2017 Tranche B Term Loans.

(e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the relevant Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan which is to bear interest with reference to the Alternate Base Rate) shall bear interest at the Alternate Base Rate plus (i) in the case of Revolving Loans and Tranche A Term Loans, the Applicable Pro Rata Rate and (ii) in the case of Tranche B Term Loans, the Applicable Tranche B Rate. Swingline Loans for which an alternate interest rate is agreed upon between the Borrower and the Swingline Lender shall bear interest at such rate.

(b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus (i) in the case of Revolving Loans and Tranche A Term Loans, the Applicable Pro Rata Rate and (ii) in the case of Tranche B Term Loans, the Applicable Tranche B Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans of the same Class (or, if such overdue amount is not related to a particular Class, the rate applicable to ABR Loans that are 2017 Tranche B Term Loans) as provided in paragraph (a) of this Section.

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(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of 2012 Revolving Loans or 2014 Revolving Loans, upon termination of the 2012 Revolving Commitments or the 2014 Revolving Commitments, as applicable; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the 2012 Revolving Availability Period or the 2014 Revolving Availability Period, as applicable), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a LIBOR Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders under the applicable Class that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the relevant Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the relevant Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a LIBOR Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or

(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein;

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and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such actual and direct costs (but not including anticipated profits) reasonably incurred or reduction suffered; provided, that costs to which this Section 2.15 applies shall not include costs relating to Taxes which shall be exclusively governed by Section 2.17.

(b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company 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 the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof.

(d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any LIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any LIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith), or (d) the assignment of any LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such

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Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or the relevant Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Administrative Agent, each Lender and any Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, except for any interest, penalties, or expenses caused by the failure of the Administrative Agent, such Lender, or such Issuing Bank, as the case may be, to pay any such taxes when due. A reasonably detailed certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or any Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or such Issuing Bank, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent, to the extent reasonably available and required by law, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. Without limiting the generality of the foregoing, each Foreign Lender shall (i) furnish on or before it becomes a party to the Agreement two accurate and complete originally executed U.S. Internal Revenue Service Forms W-8BEN or U.S. Internal Revenue Service Forms W-8ECI (or successor forms), certifying to such

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Foreign Lender’s legal entitlement to an exemption from or reduction of U.S. federal withholding tax with respect to all interest payments hereunder, and (ii) provide new Forms W-8BEN or Form W-8ECI (or successor forms) upon the expiration or obsolescence of any previously delivered form to reconfirm any complete exemption from, or any entitlement to a reduction, in U.S. federal withholding tax with respect to any interest payment hereunder; provided that any Foreign Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and is relying on the so-called “portfolio-interest exemption” shall also furnish a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower within the meaning of Section 864(d)(4) of the Code, together with Forms W-8BEN. Any Lender that is a United States person, as defined in Section 7701(a)(30) of the Code, and has not otherwise established that it is an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) for which withholding is not required shall deliver, on or before the date it becomes a party to the Agreement (and upon the expiration or obsolescence of any previously delivered form), to the Borrower (with a copy to the Administrative Agent) two accurate and complete original signed copies of Internal Revenue Service Form W-9 or any successor form that such person is entitled to provide at such time in order to comply with and establish an exemption from United States back-up withholding requirements. In addition to the foregoing, each Foreign Lender shall take any action (including, without limitation, entering into any agreement with the U.S. Internal Revenue Service) and comply with any information gathering, reporting or other requirements, in each case that are required to obtain exemption from any United States federal withholding taxes under Internal Revenue Code Sections 1471 and 1472, any regulations promulgated thereunder and any official guidance issued in connection therewith.

(f) If the Borrower pays any additional amount or makes any indemnity payment pursuant to this Section 2.17 with respect to the Administrative Agent, any Lender, or any Issuing Bank, then the Administrative Agent, such Lender, or such Issuing Bank, as the case may be, shall use reasonable efforts to obtain any tax refund or credit that may arise as a result of such payment by the Borrower; 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. If the Administrative Agent, applicable Lender or Issuing Bank obtains such a tax credit or refund, it shall promptly pay over such refund or credit to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes giving rise to such refund or credit), net of all out-of-pocket expenses of the Administrative Agent, such Lender, or such Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit); provided, that the Borrower, upon the request of the Administrative Agent, such Lender, or such Issuing Bank, as the case may be, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender, or such Issuing Bank, as the case may be, in the event it is required to repay such refund or credit to such Governmental Authority. This Section shall not be construed to require the Administrative Agent, any Lender, or any Issuing Bank to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 1:00 p.m., Chicago time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business

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Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, Floor 19, Chicago, Illinois 60603), except payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

(b) Any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and any Issuing Bank from the Borrower (other than in connection with Swap Obligations and Banking Services Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Swap Obligations and Banking Services Obligations), third, to pay interest then due and payable on the Loans and the Letters of Credit ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements ratably (with amounts applied to the Term Loans applied to installments of the Term Loans in inverse order of maturity), to pay an amount to the Administrative Agent equal to the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations and to payment of any amounts owing with respect to Swap Obligations, (all such amounts under this “fourth” item being applied ratably in accordance with all such amounts due), fifth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the Borrower, and sixth, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, none of the Administrative Agent or any Lender shall apply any payment which it receives to any LIBOR Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Loan or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the Borrower shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

(c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment

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of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or each Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(c) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.19. Mitigation Obligations. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount or make any indemnity payment to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or if any Lender becomes a Defaulting Lender, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment).

SECTION 2.20. Departing Lenders; Replacement of Lenders.

(a) In addition to any rights and remedies that may be available to the Borrower under this Agreement or applicable law, if any Lender (i) shall become affected by any of the changes or events described in Sections 2.15 or 2.17 and the Borrower is required to pay additional amounts or make indemnity payments with respect to the Lender thereunder, (ii) becomes a Defaulting Lender or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.02 or any other provision of any Loan 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 “Departing Lender”), then in such case, the Borrower may, upon at least five (5) Business Days’ notice to the Administrative Agent and such Departing Lender (or such shorter notice period specified by the Administrative Agent), designate a replacement lender (a “Replacement Lender”) to which such Departing Lender shall, subject to its receipt (unless a later date for the remittance thereof

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shall be agreed upon by the Borrower and the Departing Lender) of all amounts owed to such Departing Lender under Sections 2.15 or 2.17, assign all (but not less than all) of its interests, rights, obligations, Loans and Commitments hereunder; provided, that the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and, if applicable, participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Replacement Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts). Upon any assignment by any Lender pursuant to this Section 2.20 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 Departing 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 2.15 or 2.17 and Section 9.03) while such Departing Lender was a Lender.

(b) Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 2.20, the Departing 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 Departing Lender by the Replacement Lender of all amounts set forth in this Section 2.20 without any further action of the Departing Lender.

SECTION 2.21. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) if any Swingline Exposure or LC Exposure exists at the time a Lender is a Defaulting Lender, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (i) prepay such Swingline Exposure or, if agreed by the Swingline Lender, cash collateralize the Swingline Exposure of the Defaulting Lender on terms satisfactory to the Swingline Lender and (ii) cash collateralize such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding; and

(b) the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit unless it is satisfied that cash collateral will be provided by the Borrower in accordance with Section 2.21(a).

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers. Each of the Borrower and its Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of the Subsidiaries’ authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of

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record by the Persons identified on Schedule 3.01, and (c) the type of entity of the Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or limited liability company powers and have been duly authorized by all necessary corporate, limited liability company and, if required, stockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) except as could not reasonably be expected to have a Material Adverse Effect, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents and the filing on or about the Original Effective Date or the Restatement Effective Date of one or more current reports on Form 8-K with respect to the Transactions, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any Requirement of Law applicable to the Borrower or any of its Restricted Subsidiaries, (c) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Restricted Subsidiaries or its assets (except those as to which waivers or consents have been obtained), and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2006, reported on by Deloitte & Touche LLP, independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such date in accordance with GAAP.

(b) Since December 31, 2006 (or after delivery of annual audited financial statements in accordance with Section 5.01(a), since 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 3.05. Properties. (a) Each of the Borrower and its Restricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property, (except for minor defects in title that do not interfere with its ability to conduct its business or to utilize such properties for their intended purposes) free of all Liens other than those permitted by Section 6.02.

(b) The Borrower and each of its Restricted Subsidiaries owns, has the legal right to use or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material and necessary to its business as currently conducted, and, to the knowledge of the Borrower or any of its Restricted Subsidiaries, the use thereof by the Borrower and its Restricted Subsidiaries does not infringe upon the rights of any other Person except for such infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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SECTION 3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Restricted Subsidiaries (i) as to which there is a reasonable probability of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b) Except for the Disclosed Matters and any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) none of the Borrower or any of its Restricted Subsidiaries has received any written or actual notice of any claim with respect to any Environmental Liability or has knowledge or reason to believe that any such notice will be received or is threatened and (ii) none of the Borrower or any of its Restricted Subsidiaries (1) has, at any time during the last five (5) years, failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (2) has become subject to any Environmental Liability.

SECTION 3.07. Compliance with Laws. Each of the Borrower and its Restricted Subsidiaries is in compliance with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08. Investment Company Status. Neither the Borrower nor any of its Restricted Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09. Taxes. Each of the Borrower and its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not be expected to result in a Material Adverse Effect.

SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11. Disclosure. 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 or in the periodic and other reports filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, 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 Borrower to the Administrative Agent and/or the Lenders. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) or delivered hereunder contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered. Notwithstanding anything contained in this Section 3.11, 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.

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SECTION 3.12. Solvency. (a) Immediately after the consummation of the Transactions to occur on the Original Effective Date and the Restatement Effective Date, the Loan Parties, taken as a whole, are and will be Solvent.

(b) The Loan Parties on a consolidated basis, will not (i) have unreasonably small capital in relation to the business in which they are engaged or (ii) have incurred, or believe that they will have incurred after giving effect to the transactions contemplated by this Agreement, Indebtedness beyond their ability to pay such Indebtedness as it becomes due.

SECTION 3.13. Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Holders of Secured Obligations, and, upon the filing of appropriate financing statements, the recordation of the applicable Mortgages and, with respect to any intellectual property, filings in the United States Patent and Trademark Office and the United States Copyright Office, or taking such other action as may be required for perfection under applicable law, such Liens will constitute, to the extent required by the Loan Documents, perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except (a) other than with respect to Liens expressly permitted by Section 6.02, to the extent any such Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law and (b) in the case of Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral. No representation or warranty is made under the laws of any non-U.S. jurisdiction with respect to the perfection or priority of any security interest in the Equity Interests issued by any Foreign Subsidiary.

SECTION 3.14. Labor Disputes. As of the Original Effective Date and the Restatement Effective Date, there are no strikes, lockouts or slowdowns against the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened. There are no labor controversies pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Restricted Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii) that involve this Agreement or the Transactions.

SECTION 3.15. No Default. No Default has occurred and is continuing.

SECTION 3.16. Federal Reserve Regulations. No part of the proceeds of any Loan have been used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U, and X.

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ARTICLE IV

Conditions

SECTION 4.01. Effectiveness. The effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the conditions precedent set forth in Section 4 of the Amendment and Restatement Agreement.

SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

(a) by no later than the earlier of the date on which such financial statements are required to be filed by the Borrower with the Securities and Exchange Commission (without giving effect to any extensions thereof) and the date which occurs 90 days after the end of each fiscal year of the Borrower, (i) its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, accompanied by any management letter prepared by said accountants 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

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of a Financial 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, as at the end of and for such period (subject to normal year-end audit adjustments);

(b) by no later than the earlier of the date on which such financial statements are required to be filed by the Borrower with the Securities and Exchange Commission (without giving effect to any extensions thereof) and the date which occurs 45 days after the end of each of the first three fiscal quarters of the Borrower, the consolidated and consolidating (for the Borrower and its directly owned Subsidiaries combined in significant groups) balance sheet and related statements of operations, stockholders’ equity and cash flows for the Borrower and its Subsidiaries and for the Borrower and its Restricted Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries or the Borrower and its Restricted Subsidiaries in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit C (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default under Section 6.11 (which certificate may be limited to the extent required by accounting rules or guidelines);

(e) promptly after the same become publicly available, to the extent not available by electronic or other readily accessible means, copies of all periodic and other reports, proxy statements and other non-confidential materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;

(f) within ninety (90) days after the end of each fiscal year of the Borrower, a certificate containing information regarding the amount of all Asset Sales that were made during such prior fiscal year and amounts received in connection with any Recovery Event during such prior fiscal year; and

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(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default (such notice to be provided within 5 Business Days after such occurrence);

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Affiliate thereof that has a reasonable probability of an adverse determination and that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and

(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits necessary in the conduct of its business, except, with respect to clause (ii), where failure to so maintain could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.

SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default (subject, where applicable, to specified grace periods), except where the validity or amount thereof is being contested in good faith by appropriate proceedings and (a) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required by GAAP or (b) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear and obsolescence excepted.

SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, (i) keep proper books of record and account in which complete entries in accordance with GAAP are made of all dealings and transactions in relation to its

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business and activities and (ii) permit any representatives designated by the Administrative Agent or (upon the occurrence and during the continuation of any Event of Default) any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers, all at such reasonable times and as often as reasonably requested. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the assets for internal use by the Administrative Agent and the Lenders.

SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used for working capital needs and for other general corporate purposes of the Borrower and its Subsidiaries in the ordinary course of business and Permitted Acquisitions. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

SECTION 5.09. Insurance. The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable carriers (a) insurance in such amounts (with no greater risk retention) as currently maintained by such Persons and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations (provided 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) and (b) all insurance required pursuant to the Collateral Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained. The Borrower shall deliver to the Administrative Agent endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets and business interruption insurance policies naming the Administrative Agent loss payee, and (y) to all general liability and other liability policies naming the Administrative Agent an additional insured. The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding.

SECTION 5.10. Subsidiary Guarantors; Pledges; Collateral; Further Assurances. (a) As promptly as possible but in any event by the earlier of (i) within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Restricted Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower as, a Subsidiary Guarantor and (ii) the date on which any Person that is not a Subsidiary Guarantor guarantees the obligations of the Borrower or any Restricted Subsidiary under the Senior Notes or any other secured or unsecured notes issued by the Borrower or any Restricted Subsidiary (the date of such creation, designation, qualification or guarantee being the “Trigger Date”), the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall, (x) in the case of a Person described in the preceding clause (i), within sixty (60) days (or such later date as may be agreed to by the Administrative Agent) after the Trigger Date or (y) in the case of a Person described in the preceding clause (ii), on the Trigger Date (or

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such later date as may be agreed to by the Administrative Agent), cause each such Subsidiary (if such Subsidiary is a wholly-owned Domestic Subsidiary of a Loan Party) to deliver to the Administrative Agent appropriate joinders to the Subsidiary Guaranty and the Security Agreement pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(b) The Borrower will cause, and will cause each other Loan Party to cause, all existing and newly-acquired owned and leased property (whether real (subject to clause (ii) below), personal, tangible, intangible, or mixed property but excluding Excluded Collateral) to be subject at all times (subject to the time periods in clause (a) above and in the last sentence of this Section 5.10(b)) to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Permitted Encumbrances and Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Borrower (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by the Borrower or any other Loan Party to be subject at all times (subject to the time periods in clause (a) above) to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property to the extent, and within such time period as is, reasonably required by the Administrative Agent (in consultation with the Borrower). Notwithstanding the foregoing, (1) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until July 2, 2007 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (2) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until July 2, 2007 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements.

(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01 of the Existing Credit Agreement, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.

(d) If any additional assets (excluding Excluded Collateral) are acquired by a Loan Party after the Original Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Administrative Agent under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will, within sixty (60) days (or such later date as may be agreed to by the Administrative Agent), cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Borrower.

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(e) 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 Collateral and (ii) subject to the definition of Material Restricted Subsidiary and 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 6.11 to the reasonable satisfaction of the Administrative Agent, the Borrower may (with the reasonable consent of the Agents) from time to time designate or change any of its Subsidiaries’ status as a Restricted Subsidiary or an Unrestricted Subsidiary.

SECTION 5.11. Maintenance of Ratings. The Borrower shall at all times maintain (i) a “corporate family rating” and senior secured long-term debt ratings in respect of the credit facilities evidenced hereby, in each case from Moody’s and (ii) an “issuer credit rating” and senior secured long-term debt ratings in respect of the credit facilities evidenced hereby, in each case from S&P. For the avoidance of doubt, the Borrower shall not have any obligation to maintain any particular minimum rating or level of ratings.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

(a) the Secured Obligations;

(b) Indebtedness existing on the Original Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness (other than Indebtedness under the Senior Notes) that do not increase the outstanding principal amount thereof;

(c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary;

(d) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $50,000,000 at any time outstanding;

(e) obligations in connection with any Permitted Receivables Financing, to the extent such obligations constitute Indebtedness;

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(f) additional unsecured Indebtedness of the Borrower and its Restricted Subsidiaries; provided that (i) if such Indebtedness is incurred by one or more Restricted Subsidiaries (as a primary obligor and not as a guarantor of the Borrower’s obligations), the aggregate principal amount of such Indebtedness, when aggregated with the aggregate principal amount of secured Indebtedness of Restricted Subsidiaries permitted under Section 6.01(j) below, shall not exceed $50,000,000 at any one time outstanding, (ii) 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 6.11 and (iii) the aggregate principal amount of such Indebtedness which is incurred by the Borrower during the term of this Agreement and which matures before the 2017 Tranche B Maturity Date shall not exceed $500,000,000 unless the portion of the proceeds of such Indebtedness in excess of $500,000,000 are used to prepay the Tranche A Term Loans and the Tranche B Term Loans on a ratable basis or on a basis reflecting a greater percentage of the Tranche B Term Loans;

(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 Swap Agreements to the extent permitted hereunder;

(i) Subordinated Indebtedness; and

(j) other secured Indebtedness of the Borrower and its Restricted Subsidiaries in a principal amount up to but not exceeding $50,000,000 in the aggregate at any one time outstanding; provided that, the aggregate principal amount of secured Indebtedness of one or more Restricted Subsidiaries (as a primary obligor and not as a guarantor of the Borrower’s obligations) permitted under this Section 6.01(j), when aggregated with the aggregate principal amount of unsecured Indebtedness of Restricted Subsidiaries permitted under Section 6.01(f) above, shall not exceed $50,000,000 at any one time outstanding.

SECTION 6.02. Liens. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:

(a) Liens created pursuant to any Loan Document;

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of, or leased by, the Borrower or any Subsidiary existing on the Original Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Original Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d) Liens in connection with Swap Agreements, but only (i) to the extent such Liens secure Swap Obligations, (ii) to the extent such Liens are on the same collateral as to which the

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Administrative Agent on behalf of the Lenders also has a Lien, (iii) if the provider of any such Swap Agreement is a Lender or was a Lender (or an Affiliate of any such Lender) at the time such Swap Agreement is entered into and (iv) the Lenders shall share pari passu in the collateral subject to such Liens;

(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (d) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary;

(f) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Loan Party after the Original Effective Date prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of such Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be;

(g) Liens upon real property heretofore leased or leased after the Original Effective 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;

(h) 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;

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

(j) Liens upon Equity Interests or assets of Unrestricted Subsidiaries;

(k) 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;

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

(m) Liens securing Indebtedness to the extent such Indebtedness is permitted pursuant to Section 6.01(d), (g) (only to the extent covering the property subject to the Indebtedness covered in such clause (g)) or (j).

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SECTION 6.03. Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Loan Party (other than the Borrower) may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 and (iv) the Borrower and its Subsidiaries may consummate Permitted Acquisitions. Notwithstanding the foregoing provisions of this Section 6.03, if after giving effect to any of the succeeding transactions, no Default or Event of Default will exist hereunder, any Subsidiary of the Borrower may be merged or consolidated with or into 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(e).

(b) The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, (i) engage to any substantial extent in any business other than operations involved in the manufacture, processing and distribution of food or packaging products or businesses of the type conducted by the Borrower and its Subsidiaries on the Original Effective Date and businesses reasonably related thereto or (ii) change its fiscal year from the basis in effect on the Original Effective Date.

SECTION 6.04. Investments, Loans, Advances and Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except:

(a) cash, Permitted Investments and Permitted Acquisitions;

(b) investments in existence on the Original Effective Date and described in Schedule 6.04 and other investments outstanding as of the Original Effective Date not exceeding in acquisition cost $20,000,000 in the aggregate;

(c) operating deposit accounts with depository institutions;

(d) investments received in connection with a disposition permitted under Section 6.05 and indemnities executed in connection with the sale of Investment Tax Credits;

(e) purchases of inventory and other assets to be sold or used in the ordinary course of business;

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

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(g) investments by the Borrower and its Subsidiaries in the Equity Interests of their Subsidiaries to the extent outstanding as of the Original Effective Date;

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

(i) investments in the form of Swap Agreements permitted by Section 6.01;

(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 Loan 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 Original Effective 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

(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.

SECTION 6.05. Asset Sales. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, except:

(a) any Excluded Disposition or Specified Sale;

(b) 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;

(c) sales, leases, transfers and dispositions of assets (i) from a Loan Party to another Loan Party and (ii) from any Specified Subsidiary to a Loan Party or another Specified Subsidiary;

(d) any sale of Transferred Assets by such Person to a Receivables Financing SPC and subsequently to a Receivables Financier in connection with a Permitted Receivables Financing;

(e) sale and leaseback transactions permitted by Section 6.06;

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(f) sales, transfers, leases 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 Original Effective Date or the first day of such fiscal year;

Notwithstanding the foregoing provisions of this Section 6.05, if after giving effect to any of the succeeding transactions, no Default or Event of Default will exist hereunder, (1) so long as the Borrower has, if requested by the Administrative Agent, demonstrated pro forma compliance (after giving effect to such sale, lease, transfer or other disposition) with the financial covenants set forth in Section 6.11 to the reasonable satisfaction of the Administrative Agent, the Borrower or any Restricted Subsidiary may (with the reasonable consent of the Agents) sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Unrestricted Subsidiary and (2) 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 6.06. Sale and Leaseback Transactions. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for such transactions requiring payments not in excess of $50,000,000 in the aggregate on an annual basis.

SECTION 6.07. 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) the payment of the special dividend to the shareholders of the Borrower with the proceeds of certain of the initial Loans being made hereunder on the Original Effective Date, (b) to make dividends payable solely in the same class of Equity Interests or Hybrid Equity Securities of such Person, (c) to make dividends or other distributions payable to any Loan Party (directly or indirectly through Subsidiaries), (d) 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, (e) 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 (f) to make other Restricted Payments so long as at the time of the making thereof and after giving effect to such other Restricted Payments on a Pro Forma Basis, (i) no Default or Event of Default shall have occurred and/or be continuing or be directly or indirectly caused as a result thereof and (ii) the Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payments) would be less than or equal to 4.50 to 1.00.

SECTION 6.08. Transactions with Affiliates. Except as expressly permitted by this Agreement or described in footnote 21 to the Borrower’s consolidated financial statements for the fiscal year ended December 31, 2006 as appearing in its annual report on Form 10-K, 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 investments permitted hereunder; (b) transfer, sell, lease, assign or otherwise dispose of any assets to an Affiliate other than investments permitted hereunder; (c) merge into or consolidate with or purchase or acquire assets from an Affiliate other than Permitted Acquisitions or other transactions permitted under Section 6.03 or 6.04; 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 Borrower and its Restricted Subsidiaries

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may enter into transactions (other than extensions of credit by the Borrower or any of its Restricted Subsidiaries to an Affiliate that are not investments permitted hereunder) 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 6.09. Restrictive Agreements.

(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 Loan Party on its Equity Interests 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 Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its properties or assets to any Loan Party, or (v) act as a Subsidiary Guarantor and pledge its assets pursuant to the Loan 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 Loan Documents, (B) applicable law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 6.01(d); 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 contained in agreements relating to the sale of a Subsidiary or assets pending such sale; provided that 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 Lien permitted hereunder or any document or instrument governing any such Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such 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 Original Effective Date for the acquisition thereof, (J) any document or instrument governing the Senior Notes as in effect on the Original Effective 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 Loan Documents, (ii) pursuant to applicable law, (iii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.01(d); provided that in the case of Section 6.01(d) 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 that 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 Original Effective 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

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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 Original Effective Date or restrictions or conditions (which are no more restrictive than those contained in the Indenture described in clause (ii) of the definition of Senior Notes) contained in any document or instrument governing unsecured notes issued by the Borrower and guaranteed by the Subsidiary Guarantors in compliance with this Agreement, 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. Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents; Certain Payments of Indebtedness. (a) 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.

(b) The Borrower will not, nor will it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any voluntary payment or other voluntary distribution (whether in cash, securities or other property) of or in respect of the Senior Notes at any time that the Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such payment) is greater than 4.50 to 1.00 unless otherwise permitted by this Agreement.

SECTION 6.11. Financial Covenants.

(a) Interest Coverage Ratio. The Borrower will not permit the Interest Coverage Ratio, determined for any period of four consecutive fiscal quarters ending on or about any date during any period set forth below, to be less than the ratio set forth below opposite such period:

Period	Interest Coverage Ratio
Original Effective Date – 9/30/2008	2.25 to 1.00
12/31/2008 – 9/30/2009	2.50 to 1.00
12/31/2009 – 9/30/2010	2.75 to 1.00
12/31/2010 and thereafter	3.00 to 1.00

(b) Leverage Ratio. The Borrower will not permit the Leverage Ratio, determined for any period of four consecutive fiscal quarters ending on or about any date during any period set forth below, to be greater than the ratio set forth below opposite such period:

Period	Leverage Ratio
Restatement Effective Date – 3/31/2011	5.50 to 1.00
6/30/2011 – 9/30/2012	5.00 to 1.00
12/31/2012 and thereafter	4.50 to 1.00

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ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c) any representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been false or incorrect in any material respect when made or deemed made;

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to the Borrower’s existence), 5.08 or in Article VI; provided that any Event of Default under Section 6.11 shall not constitute an Event of Default with respect to the Tranche B Term Loans (and any similar incremental term loans under Section 2.04) until the earlier of (x) the date that is 30 days after the date of the delivery of the certificate required pursuant to the terms of Section 5.01(c) which certificate confirms and demonstrates the occurrence of such Event of Default under Section 6.11, (y) a Default under Section 5.01(a), 5.01(b) or 5.01(c) has occurred and is continuing and (z) the date on which the Administrative Agent or the Required Pro Rata Lenders exercise any remedies with respect to the Pro Rata Facilities in accordance with this Article; and provided, further, that any Event of Default under Section 6.11 may be waived, amended or otherwise modified from time to time by the Required Pro Rata Lenders pursuant to and in accordance with Section 9.02;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document (other than those which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of 30 days after the earlier of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender);

(f) the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable beyond the period of grace (not to exceed 30 days), if any, provided in the instrument or agreement under which such Material Indebtedness was created;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the

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prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or such Restricted Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) the Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 (to the extent not covered by insurance or other creditworthy indemnitor) shall be rendered against the Borrower or any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any material assets of the Borrower or any Restricted Subsidiary to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(m) a Change in Control shall occur; or

(n) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (it being understood that (i) for any period during which an Event of Default

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under Section 6.11 exists solely with respect to the Pro Rata Facilities, the Administrative Agent may, and at the request of the Required Pro Rata Lenders shall, take any of the actions described below solely as they relate to the Pro Rata Facilities and (ii) for any period during which an Event of Default under Section 6.11 exists with respect to all of the Commitments and Loans and the actions below have been taken with respect to the Pro Rata Facilities, the Administrative Agent may, and at the request of the Lenders then holding greater than 50% of the total Credit Exposure in respect of the Tranche B Term Loans and any similar incremental term loans under Section 2.04 shall, take any of the actions described below solely as they relate to the Tranche B Term Loans and such similar incremental term loans), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (iii) exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ARTICLE VIII

The Administrative Agent

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including (in the case of the Administrative Agent) execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as

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shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the applicable Agent.

Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as the Administrative Agent.

Each Lender acknowledges 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 credit analysis and decision to enter into this Agreement. Each Lender also

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acknowledges 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 from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

None of the Lenders, if any, identified in this Agreement as a Syndication Agent or Co-Documentation Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their respective capacities as Syndication Agent or Co-Documentation Agents, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph.

Except with respect to the exercise of setoff rights of any Lender, in accordance with Section 9.08, the proceeds of which are applied in accordance with this Agreement, each Lender agrees that it will not take any action, nor institute any actions or proceedings, against the Borrower or with respect to any Loan Document, without the prior written consent of the Required Lenders or, as may be provided in this Agreement or the other Loan Documents, with the consent of the Administrative Agent.

The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement.

In its capacity, the Administrative Agent is a “representative” of the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(c); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto.

The Borrower, on its behalf and on behalf of its Subsidiaries, and each Lender, on its behalf and on the behalf of its affiliated Holders of Secured Obligations, hereby irrevocably constitute the Administrative Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by the Borrower or any Subsidiary on property pursuant to the laws of the Province of Quebec to secure obligations of the Borrower or any Subsidiary under any bond, debenture or similar title of indebtedness

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issued by the Borrower or any Subsidiary in connection with this Agreement, and agree that the Administrative Agent may act as the bondholder and mandatary with respect to any bond, debenture or similar title of indebtedness that may be issued by the Borrower or any Subsidiary and pledged in favor of the Holders of Secured Obligations in connection with this Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), JPMorgan Chase Bank, National Association as Administrative Agent may acquire and be the holder of any bond issued by the Borrower or any Subsidiary in connection with this Agreement (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Borrower or any Subsidiary).

The Administrative Agent is hereby authorized to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge for the benefit of the Holders of Secured Obligations including a right of pledge with respect to the entitlements to profits, the balance left after winding up and the voting rights of the Borrower as ultimate parent of any subsidiary of the Borrower which is organized under the laws of the Netherlands and the Equity Interests of which are pledged in connection herewith (a “Dutch Pledge”). Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of parallel debt obligations of the Borrower or any relevant Subsidiary as will be described in any Dutch Pledge (the “Parallel Debt”), including that any payment received by the Administrative Agent in respect of the Parallel Debt will - conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application - be deemed a satisfaction of a pro rata portion of the corresponding amounts of the Obligations, and any payment to the Holders of Secured Obligations in satisfaction of the Obligations shall - conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application - be deemed as satisfaction of the corresponding amount of the Parallel Debt. The parties hereto acknowledge and agree that, for purposes of a Dutch Pledge, any resignation by the Administrative Agent is not effective until its rights under the Parallel Debt are assigned to the successor Administrative Agent.

The Administrative Agent shall administer any Collateral Document which is governed by German law and is a pledge (Pfandrecht) or otherwise transferred to any Holder of Secured Obligations under an accessory security right (akzessorische Sicherheit) in the name and on behalf of the Holder of Secured Obligations. In relation to any Collateral Document governed by the laws of Germany, each party hereby authorizes the Administrative Agent to accept as its representative any pledge or other creation of any accessory security right made to such party in relation to this Agreement and to agree to and execute on its behalf as its representative amendments, supplements and other alterations to any Collateral Document governed by the laws of Germany which creates a pledge or any other accessory security right and to release on behalf of such party any Collateral Document governed by the laws of Germany in accordance with the provisions herein and/or the provisions in the relevant German law governed pledge agreement.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to it at Dean Foods Corporation, 2711 N. Haskell Avenue, Suite 3400, Dallas, Texas 75204, Attention of Tim Smith, Vice President and Treasurer (Telecopy No. (214) 721-8800; Telephone No. (214) 303-3713);

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(ii) if to the Administrative Agent, to JPMorgan Chase Bank, National Association, Loan and Agency Services, 10 South Dearborn, 7^th Floor, Chicago, Illinois 60603, Mail Code IL1-0010, Attention of April Yebd (Telecopy No. (312) 385-7096), with a copy to JPMorgan Chase Bank, National Association, 10 South Dearborn, Chicago, Illinois 60603, Mail Code IL1-0364, Attention of Gregory T. Martin (Telecopy No. (312) 212-5912);

(iii) if to an Issuing Bank, to (A) JPMorgan Chase Bank, National Association, Loan and Agency Services, 10 South Dearborn, 7th Floor, Chicago, Illinois 60603, Mail Code IL1-0010, Attention of April Yebd (Telecopy No. (312) 385-7096), (B) to Bank of America, N.A., 1000 W. Temple Street, Los Angeles, California 90012, Mail Code CA9-705-07-05, Attention of Standby Letter of Credit Department (Telecopy No. (213) 240-6989) and (C) to Wells Fargo Bank, National Association, Domestic Trade Operations, 401 Linden Street, Winston-Salem, NC 27101, Attention of Standby Letter of Credit Center (Telecopy No. (336) 735-0950);

(iv) if to the Swingline Lender, to it at JPMorgan Chase Bank, National Association, Loan and Agency Services, 10 South Dearborn, 7th Floor, Chicago, Illinois 60603, Mail Code IL1-0010, Attention of April Yebd (Telecopy No. (312) 385-7096); and

(v) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by telecopy shall be deemed to have been given when sent; provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor.

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(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Except as set forth in this clause (b) or pursuant to any fee letter entered into by the Borrower in connection with this Agreement, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (except that, so long as the Tranche B Term Loans (and any similar incremental term loans under Section 2.04(b)) are not subject to an Event of Default pursuant to clause (d) of Article VII, any waivers, amendments or modifications to Section 6.11 (and related definitions) shall only require an agreement in writing entered into by the Borrower and the Required Pro Rata Lenders unless the Revolving Commitments have terminated and the Revolving Loans and Tranche A Term Loans have been paid in full along with the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to the LC Exposure as of such date)) or, (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees or other amounts payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement (other than any reduction of the amount of, or any extension of the payment date for, the mandatory prepayments required under Section 2.11, in each case which shall only require the approval of the Required Lenders), or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders”, “Required Pro Rata Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release all or substantially all of the Subsidiary Guarantors from their obligation under the Subsidiary Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (vii) except as provided in clause (c) of this Section or in any Collateral Document, release all or substantially

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all of the Collateral, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04. Notwithstanding the foregoing (including without limitation clause (v) of Section 9.02(b) above), this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders, Lenders providing one or more additional credit facilities, the Administrative Agent and the Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof (collectively, the “Incremental Credits”) to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and Term Loans and other extensions of credit hereunder and the accrued interest and fees in respect thereof, (y) to include reasonably appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (z) to make such other technical amendments as are reasonably deemed appropriate by the Administrative Agent and the Borrower in connection with the foregoing.

(c) The Lenders hereby irrevocably authorize the Administrative Agent to, and the Administrative Agent hereby agrees with the Borrower that it shall (so long as no Event of Default has occurred and is continuing), release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased to the Borrower or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral and the Administrative Agent shall not be required to execute any such release on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty.

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out of pocket expenses incurred by each of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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(b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, but without affecting the Borrower’s obligations to make such payments, each Lender severally agrees to pay to the Administrative Agent, any Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share of the Aggregate Credit Exposure (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, any Issuing Bank or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent

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expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment and (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) each Issuing Bank; provided that no consent of any Issuing Bank shall be required for an assignment of all or any portion of a Term Loan.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of a Term Loan, $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

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For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(c) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)(i) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any

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agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Notwithstanding anything in this paragraph to the contrary, any bank that is a member of the Farm Credit System that (a) has purchased a participation from CoBank, ACB in the minimum amount of $10,000,000 on or after the Original Effective Date, (b) is, by written notice to the Borrower and the Administrative Agent (“Voting Participant Notification”), designated by CoBank, ACB as being entitled to be accorded the rights of a voting participant hereunder (any bank that is a member of the Farm Credit System so designated being called a “Voting Participant”) and (c) receives prior written consent of the Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of CoBank, ACB shall be correspondingly reduced), on a dollar for dollar basis, as if such participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (i) state the full name, as well as all contact information required of assignee as set forth in Exhibit A hereto and (ii) state the dollar amount of the participation purchased. The Borrower and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees to comply with Section 2.17 as though it were a Lender.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

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SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective on the Restatement Effective Date.

SECTION 9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Subsidiary Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower, the Administrative Agent of such set-off or application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a)The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the laws of the State of New York, but giving effect to federal laws applicable to national banks.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan

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Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, trustees, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower, its Subsidiaries and their obligations, (g) with the prior consent of the Borrower or (h) to the extent such Information becomes publicly available other than as a result of a breach of this Section. For the purposes of this Section, “Information” means all information received from the Borrower with respect to the Borrower or any of its Subsidiaries or any of its or their business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS

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RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS AFFILIATES, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES) AND ITS SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.13. Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither any Issuing Bank nor any Lender shall be obligated to extend credit to the Borrower in violation of any Requirement of Law.

SECTION 9.14. USA 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.

SECTION 9.15. Disclosure. The Borrower and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Borrower, its Subsidiaries and their respective Affiliates.

SECTION 9.16. Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the Holders of Secured Obligations, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

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EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 2012 Lender, a 2014 Lender, a 2014 Tranche B Term Lender, a 2016 Tranche B Term Lender or a 2017 Tranche B Term Lender, as applicable, under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a 2012 Lender, a 2014 Lender, a 2014 Tranche B Term Lender, 2016 Tranche B Term Lender or a 2017 Tranche B Term Lender, as applicable) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an Affiliate/Approved Fund of [identify Lender]1]
3.	Borrower(s):	Dean Foods Company
4.	Administrative Agent:	JPMorgan Chase Bank, National Association, as the Administrative Agent under the Credit Agreement
5.	Credit Agreement:	The Second Amended and Restated Credit Agreement dated as of April 2, 2007, as amended and restated as of [            ], 2010, among Dean Foods Company, as the Borrower, the Lenders parties thereto and JPMorgan Chase Bank, National Association, as Administrative Agent

¹ Select as applicable.

Exhibit A

6. Assigned Interest:

Facility Assigned2	Aggregate Amount of Commitment/Loans  for all Lenders of such Class	Amount of Commitment/Loans Assigned	Percentage Assigned  of Commitment/Loans3
	$	$	%
	$	$	%
	$	$	%

Effective Date:                     ,      20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower,[, the Loan Parties] and [its] [their] related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Title
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Title

² Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2012 Revolving Commitment,” “2012 Tranche A Term Loan,” etc.)

³ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit A

[Consented to and]4 Accepted:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and an Issuing Bank
By
	Title
[Consented to and]5 Accepted:
BANK OF AMERICA, N.A., as an Issuing Bank
By
	Title
WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank
By
	Title
[Consented to:]6
DEAN FOODS COMPANY
By
	Title

⁴ To be added only if the consent of the Administrative Agent and/or Issuing Bank is required by the terms of the Credit Agreement.

⁵ To be added only if the consent of the Issuing Banks is required by the terms of the Credit Agreement.

⁶ To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Exhibit A

ANNEX 1

[                     ]⁷

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a 2012 Lender, a 2014 Lender, a 2014 Tranche B Term Lender, 2016 Tranche B Term Lender or a 2017 Tranche B Term Lender, as applicable, under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a 2012 Lender, a 2014 Lender, a 2014 Tranche B Term Lender, 2016 Tranche B Term Lender or a 2017 Tranche B Term Lender, as applicable, thereunder and, to the extent of the Assigned Interest, shall have the obligations of a 2012 Lender, a 2014 Lender, a 2014 Tranche B Term Lender, a 2016 Tranche B Term Lender or a 2017 Tranche B Term Lender, as applicable, thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section      thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor 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 decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a 2012 Lender, a 2014 Lender, a 2014 Tranche B Term Lender, 2016 Tranche B Term Lender or a 2017 Tranche B Term Lender, as applicable.

⁷ Describe Credit Agreement at option of Administrative Agent.

Exhibit A

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.

Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Exhibit A

EXHIBIT B

FORM OF COMMITMENT AND ACCEPTANCE

Dated [                    ]

Reference is made to the Second Amended and Restated Credit Agreement dated as of April 2, 2007, as amended and restated as of [            ], 2010 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dean Foods Company (the “Borrower”), the financial institutions party thereto (the “Lenders”) and JPMorgan Chase Bank, National Association in its capacity as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meaning.

Pursuant to Section 2.04 of the Credit Agreement, the Borrower has requested an increase in the Aggregate Commitment (as defined in Section 2.04) from $             to $            . Such increase in the Aggregate Commitment is to become effective on the date (the “Effective Date”) which is the later of (i)             ,              and (ii) the date on which the conditions precedent set forth in Section 2.04 in respect of such increase have been satisfied. In connection with such requested increase in the Aggregate Commitment, the Borrower, the Administrative Agent and                      (the “Accepting Bank”) hereby agree as follows:

1. Effective as of the Effective Date, [the Accepting Bank shall become a party to the Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender thereunder and shall thereupon have [a 2014 Revolving Commitment][an Incremental Term Loan] under and for purposes of the Credit Agreement in an amount equal to the][the 2014 Revolving Commitment of the Accepting Bank under the Credit Agreement shall be increased from $             to the][the Accepting Bank shall have an Incremental Term Loan] under the Credit Agreement in an amount equal to the] amount set forth opposite the Accepting Bank’s name on the signature page hereof. [The specific terms applicable to all Incremental Term Loans not otherwise specified in the Credit Agreement are, subject to the requirements of Section 2.04 of the Credit Agreement, set forth in the Specific Terms Schedule attached hereto.]

[2. The Accepting Bank hereby (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment and Acceptance Agreement; (ii) agrees 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 decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as contractual representative on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.]

3. The Borrower hereby represents and warrants that as of the date hereof and as of the Effective Date, (a) all representations and warranties shall be true and correct in all material respects as though made on such date and (b) no event shall have occurred and then be continuing which constitutes a Default or an Event of Default.

Exhibit B

4. THIS COMMITMENT AND ACCEPTANCE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5. This Commitment and Acceptance Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

Exhibit B

IN WITNESS WHEREOF, the parties hereto have caused this Commitment and Acceptance Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	DEAN FOODS COMPANY,
	as the Borrower
	By:
	Title:
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
	as Administrative Agent
	By:
	Title:
COMMITMENT	ACCEPTING BANK
$	[BANK]
	By:
	Title:

Exhibit B

SPECIFIC TERMS SCHEDULE

Exhibit B

EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

To:	The Lenders parties to the
	Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Credit Agreement dated as of April 2, 2007, as amended and restated as of [                    ], 2010 (as may be further amended, modified, renewed or extended from time to time, the “Agreement”), among Dean Foods Company (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected                      of the Borrower;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements [for quarterly or monthly financial statements add: and such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes];

3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement;

4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct; and

5. Schedule II hereto sets forth the computations necessary to determine the Applicable Pro Rata Rate and the Applicable Tranche B Rate commencing on the Business Day this certificate is delivered.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event or (i) the change in GAAP or the application thereof and the effect of such change on the attached financial statements:

Exhibit C

The foregoing certifications, together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this              day of         ,     .

DEAN FOODS COMPANY
By:
	Name:
	Title:

Exhibit C

SCHEDULE I

Compliance as of                     ,              with

Provisions of              and              of

the Agreement

Exhibit C

SCHEDULE II

Borrower’s Calculation of

Applicable Pro Rata Rate and Applicable Tranche B Rate

Exhibit C

EX-99.2

Exhibit 99.2

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AND

REAFFIRMATION OF PERFORMANCE UNDERTAKING

This Amendment No. 10 to Fifth Amended and Restated Receivables Purchase Agreement (this “Amendment”) is entered into as of June 30, 2010, among Dairy Group Receivables, L.P., a Delaware limited partnership (“Dairy Group”), Dairy Group Receivables II, L.P., a Delaware limited partnership (“Dairy Group II”), Morningstar Receivables, L.P., a Delaware limited partnership (“Morningstar Receivables”), WhiteWave Receivables, L.P., a Delaware limited partnership (“WhiteWave” and, together with Dairy Group, Dairy Group II and Morningstar Receivables, the “Sellers” and each, a “Seller”), each of the parties listed on the signature pages hereof as a Servicer (each, a “Servicer” and collectively, the “Servicers”), each of the parties listed on the signature pages hereof as a Financial Institution (each, a “Financial Institution” and collectively, the “Financial Institutions”), each of the parties listed on the signature pages hereof as a Company (each, a “Company” and collectively, the “Companies”), JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent (the “Agent”), and Dean Foods Company, as Provider (“Provider”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 2, 2007, among the Sellers, the Servicers party thereto, the Financial Institutions, the Companies and the Agent as amended to the date hereof (the “Receivables Purchase Agreement”).

R E C I T A L S:

WHEREAS, in connection with the Receivables Purchase Agreement, Provider entered into each of (i) that certain Third Amended and Restated Performance Undertaking, dated as of March 30, 2004, in favor of Dairy Group, (ii) that certain Second Amended and Restated Performance Undertaking, dated as of March 30, 2004, in favor of Dairy Group II, (iii) that certain Performance Undertaking, dated as of March 29, 2010, in favor of Morningstar Receivables and (iv) that certain National Brand Group Performance Undertaking, dated as of March 30, 2004, in favor of WhiteWave (successor to National Brand Group, L.P.) (collectively, the “Performance Undertakings”);

WHEREAS, the Sellers, the Servicers, the Companies, the Financial Institutions and the Agent desire to amend the Receivables Purchase Agreement and Provider desires to reaffirm its obligations under the Performance Undertakings, all as more fully described herein.

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AND REAFFIRMATION OF PERFORMANCE UNDERTAKING

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

Amendment to Receivables Purchase Agreement. Subject to the terms and conditions set forth herein and upon satisfaction of the conditions precedent set forth in Section 3 hereof, the Receivables Purchase Agreement is hereby amended as follows:

(a) The Receivables Purchase Agreement is hereby amended as shown on Exhibit A hereto, with deletions indicated by strike-through text and with additions indicated by double-underlined text.

Reaffirmation of Performance Guaranty. Provider acknowledges the amendments to the Receivables Purchase Agreement effected hereby and reaffirms that its obligations under each of the Performance Undertakings and each other Transaction Document to which it is a party continue in full force and effect with respect to the Receivables Purchase Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date hereof upon the satisfaction of the following conditions precedent:

(b) Amendment. The Agent shall have received, on or before the date hereof, executed counterparts of this Amendment, duly executed by each of the parties hereto.

(c) Representations and Warranties. As of the date hereof, both before and after giving effect to this Amendment, all of the representations and warranties contained in the Receivables Purchase Agreement and in each other Transaction Document shall be true and correct as though made on and as of the date hereof (and by its execution hereof, each Seller shall be deemed to have represented and warranted such).

(d) No Amortization Event or Potential Amortization Event. As of the date hereof, both before and after giving effect to this Amendment, no Amortization Event or Potential Amortization Event shall have occurred and be continuing (and by its execution hereof, each Seller shall be deemed to have represented and warranted such).

(e) Amendment to Credit Agreement. The Amendment and Restatement Agreement, dated as of June 30, 2010, amending and restating the Amended and Restated Credit Agreement, dated as of April 2, 2007, each by and among Dean Foods Company, JP Morgan Chase Bank, National Association, as administrative agent, and the respective financial institutions party thereto as lenders, shall have become effective in accordance with its terms.

Miscellaneous.

(f) Effect; Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Receivables Purchase Agreement or of any other instrument or agreement referred to therein; or (ii) prejudice any right or remedy which the Companies, the Financial Institutions or

2

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AND REAFFIRMATION OF PERFORMANCE UNDERTAKING

the Agent may now have or may have in the future under or in connection with the Receivables Purchase Agreement or any other instrument or agreement referred to therein. Each reference in the Receivables Purchase Agreement to “this Agreement,” “herein,” “hereof” and words of like import and each reference in the other Transaction Documents to the “Receivables Purchase Agreement” or to the “Purchase Agreement” or to the Receivables Purchase Agreement shall mean the Receivables Purchase Agreement, as amended hereby. This Amendment shall be construed in connection with and as part of the Receivables Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Receivables Purchase Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

(g) Transaction Documents. This Amendment is a Transaction Document executed pursuant to the Receivables Purchase Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

(h) Costs, Fees and Expenses. Each Seller agrees to reimburse the Agent and the Purchasers upon demand for all costs, fees and expenses (including the reasonable fees and expenses of counsels to the Agent and the Purchasers and the cost of rating the Commercial Paper by independent financial rating agencies) incurred in connection with the preparation, execution and delivery of this Amendment.

(i) Counterparts. This Amendment may be executed in any number of counterparts, each such counterpart constituting an original and all of which when taken together shall constitute one and the same instrument.

(j) Severability. Any provision contained in this Amendment which is held to be inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions of this Amendment in that jurisdiction or the operation, enforceability or validity of such provision in any other jurisdiction.

(k) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.

(Signature Pages Follow)

3

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AND REAFFIRMATION OF PERFORMANCE UNDERTAKING

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

DAIRY GROUP RECEIVABLES, L.P., as a Seller
By:	Dairy Group Receivables GP, LLC
Its:	General Partner
DAIRY GROUP II RECEIVABLES II, L.P., as a Seller
By:	Dairy Group Receivables GP II, LLC
Its:	General Partner
MORNINGSTAR RECEIVABLES, L.P., as a Seller
By:	Morningstar Receivables GP, LLC
Its:	General Partner
WHITEWAVE RECEIVABLES, L.P., as a Seller
By:	WhiteWave Receivables GP, LLC
Its:	General Partner
By:	/s/ Tim Smith
Name:	Tim Smith
Title:	President and Treasurer

S-1

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AND REAFFIRMATION OF PERFORMANCE UNDERTAKING

CHARIOT FUNDING LLC, as a Company
By:	JPMorgan Chase Bank, N.A.
Its:	Attorney-In-Fact
By:	/s/ Joel Gedroic
Name:	Joel Gedroic
Title:	Executive Director
JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as a Financial Institution and as Agent
By:	/s/ Joel Gedroic
Name:	Joel Gedroic
Title:	Executive Director

S-2

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AND REAFFIRMATION OF PERFORMANCE UNDERTAKING

ATLANTIC ASSET SECURITIZATION LLC (formerly Atlantic Asset Securitization Corp.), as a Company
By: Credit Agricole Corporate and Investment Bank New York Branch (formerly known as Calyon New York Branch, successor to Credit Lyonnais New York Branch)
Its:	Attorney-In-Fact
By:	/s/ Kostantina Kurmpetis
Name:	Kostantina Kurmpetis
Title:	Managing Director
By:	/s/ Sam Pilcer
Name:	Sam Pilcer
Title:	Managing Director
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH (formerly known as Calyon New York Branch, successor to Credit Lyonnais New York Branch), as a Financial Institution
By:	/s/ Kostantina Kurmpetis
Name:	Kostantina Kurmpetis
Title:	Managing Director
By:	/s/ Sam Pilcer
Name:	Sam Pilcer
Title:	Managing Director

S-3

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AND REAFFIRMATION OF PERFORMANCE UNDERTAKING

NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Company
By:	/s/ Damian Perez
Name:	Damian Perez
Title:	Vice President
COOPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A. “Rabobank International”, New York Branch, as a Financial Institution
By:	/s/ Christopher Lew
Name:	Christopher Lew
Title:	Vice President
By:	/s/ Brett Delfino
Name:	Brett Delfino
Title:	Executive Director

S-4

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AND REAFFIRMATION OF PERFORMANCE UNDERTAKING

THREE PILLARS FUNDING LLC, as a Company
By:	/s/ Doris J. Hearn
Name:	Doris J. Hearn
Title:	Vice President
SUNTRUST BANK, as a Financial Institution
By:	/s/ M. Gabe Bonfield
Name:	M. Gabe Bonfield
Title:	Vice President
SUNTRUST ROBINSON HUMPHREY, INC., as SunTrust Company Agent
By:	/s/ Kecia P. Howson
Name:	Kecia P. Howson
Title:	Director

S-5

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AND REAFFIRMATION OF PERFORMANCE UNDERTAKING

DEAN FOODS COMPANY, as Provider
By:	/s/ Tim Smith
Name:	Tim Smith
Title:	Vice President and Treasurer
DEAN DAIRY HOLDINGS, LLC, as an Additional Servicer
SUIZA DAIRY GROUP, LLC, as an Additional Servicer
By:	Tim Smith
Name:	Tim Smith
Title:	Vice President and Treasurer
ALTA-DENA CERTIFIED DAIRY, LLC, as a Servicer
BERKELEY FARMS, LLC, as a Servicer
COUNTRY FRESH, LLC, as a Servicer
DEAN EAST, LLC, as a Servicer
DEAN EAST II, LLC, as a Servicer
DEAN FOODS COMPANY OF CALIFORNIA, LLC, as a Servicer

S-6

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AND REAFFIRMATION OF PERFORMANCE UNDERTAKING

DEAN FOODS OF SOUTHERN CALIFORNIA, LLC, as a Servicer
DEAN FOODS NORTH CENTRAL, LLC, as a Servicer
DEAN SOCAL, LLC, as a Servicer
DEAN WEST, LLC, as a Servicer
DEAN WEST II, LLC, as a Servicer
FRIENDSHIP DAIRIES, LLC, as a Servicer
GANDY’S DAIRIES, LLC, as a Servicer
GARELICK FARMS, LLC (f/k/a SUIZA GTL, LLC), as a Servicer
KOHLER MIX SPECIALTIES OF MINNESOTA, LLC, as a Servicer
KOHLER MIX SPECIALTIES, LLC, as a Servicer
By:	/s/ Tim Smith
Name:	Tim Smith
Title:	Vice President and Treasurer

S-7

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AND REAFFIRMATION OF PERFORMANCE UNDERTAKING

LAND-O-SUN DAIRIES, LLC, as a Servicer
MAYFIELD DAIRY FARMS, LLC, as a Servicer
MIDWEST ICE CREAM COMPANY, LLC, as a Servicer
MODEL DAIRY, LLC, as a Servicer
MORNINGSTAR FOODS, LLC, as a Servicer
REITER DAIRY, LLC, as a Servicer
SHENANDOAH’S PRIDE, LLC, as a Servicer
SOUTHERN FOODS GROUP, LLC, as a Servicer
SWISS II, LLC, as a Servicer
TUSCAN/LEHIGH DAIRIES, INC., as a Servicer
VERIFINE DAIRY PRODUCTS OF SHEBOYGAN, LLC, as a Servicer
WHITEWAVE FOODS COMPANY, as a Servicer
By:	/s/ Tim Smith
Name:	Tim Smith
Title:	Vice President and Treasurer

S-8

Exhibit A

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

dated as of April 2, 2007

(Composite Copy Through Amendment No. 9,10, Dated As Of March 29,June 30, 2010)^*

Among

DAIRY GROUP RECEIVABLES, L.P., as a Seller,

DAIRY GROUP RECEIVABLES II, L.P., as a Seller,

WHITEWAVE RECEIVABLES, L.P., as a Seller,

MORNINGSTAR RECEIVABLES, L.P., as a Seller,

THE SERVICERS,

THE COMPANIES,

THE FINANCIAL INSTITUTIONS

and

JPMORGAN CHASE BANK, N.A.

(successor by merger to Bank One, NA (Main Office Chicago)),

as Agent

*THIS COMPOSITE CONFORMED COPY HAS BEEN PREPARED USING EXECUTED COPIES OF THE RECEIVABLES PURCHASE AGREEMENT AND THE AMENDMENTS THERETO AND HAS BEEN PREPARED FOR CONVENIENCE OF REFERENCE ONLY. AS SUCH, IT IS NOT TO BE RELIED UPON FOR ANY ULTIMATE DETERMINATION OF THE SUBSTANTIVE PROVISIONS OF THE RECEIVABLES PURCHASE AGREEMENT OR THE AMENDMENTS THERETO, REFERENCE TO WHICH IS MADE FOR A STATEMENT OF THE TERMS AND PROVISIONS THEREOF, EXCEPT WITH RESPECT TO THE MODIFICATIONS REFLECTING AMENDED LANGUAGE IN THE TEXT BELOW, WITH DELETIONS INDICATED BY STRIKE-THROUGH TEXT AND ADDITIONS INDICATED BY DOUBLE-UNDERLINED TEXT.

9

TABLE OF CONTENTS

		Page
	ARTICLE I
	PURCHASE ARRANGEMENTS
Section 1.1	Purchase Facility	2
Section 1.2	Increases	3
Section 1.3	Decreases	4
Section 1.4	Payment Requirements	4
	ARTICLE II
	PAYMENTS AND COLLECTIONS
Section 2.1	Payments	5
Section 2.2	Collections Prior to Amortization	5
Section 2.3	Collections Following Amortization	7
Section 2.4	Application of Collections	7
Section 2.5	Payment Rescission	8
Section 2.6	Maximum Purchaser Interests	8
Section 2.7	Clean Up Call	8
	ARTICLE III
	COMPANY FUNDING
Section 3.1	CP Costs	89
Section 3.2	CP Costs Payments	89
Section 3.3	Calculation of Pool Company Costs	9
Section 3.4	Selection and Calculation of CP (Tranche) Accrual Periods	9
	ARTICLE IV
	FINANCIAL INSTITUTION FUNDING
Section 4.1	Financial Institution Funding	10
Section 4.2	Yield Payments	1011
Section 4.3	Selection and Continuation of Tranche Periods	1011
Section 4.4	Financial Institution Discount Rates	11
Section 4.5	Suspension of the LIBO Rate	1112
Section 4.6	Term-out Period Accounts	12
	ARTICLE V
	REPRESENTATIONS AND WARRANTIES
Section 5.1	Representations and Warranties of the Seller Parties	14
Section 5.2	Financial Institution Representations and Warranties	19

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

	ARTICLE VI
	CONDITIONS OF PURCHASES
Section 6.1	Conditions Precedent to Initial Incremental Purchase	20
Section 6.2	Conditions Precedent to All Purchases and Reinvestments	20
	ARTICLE VII
	COVENANTS
Section 7.1	Affirmative Covenants of the Seller Parties	21
Section 7.2	Negative Covenants of The Seller Parties	3132
	ARTICLE VIII
	ADMINISTRATION AND COLLECTION
Section 8.1	Designation of Servicers	33
Section 8.2	Duties of Servicer	34
Section 8.3	Collection Notices	36
Section 8.4	Responsibilities of the Sellers	3637
Section 8.5	Reports	3637
Section 8.6	Servicing Fees	3637
	ARTICLE IX
	AMORTIZATION EVENTS
Section 9.1	Amortization Events	37
Section 9.2	Remedies	41
	ARTICLE X
	INDEMNIFICATION
Section 10.1	Indemnities by the Seller Parties	4142
Section 10.2	Increased Cost and Reduced Return	45
Section 10.3	Other Costs and Expenses	46
Section 10.4	Allocations	47
Section 10.5	Accounting Based Consolidation Event	47
Section 10.6	Required Ratings	4748
	ARTICLE XI
	THE AGENT
Section 11.1	Authorization and Action	48
Section 11.2	Delegation of Duties	4849
Section 11.3	Exculpatory Provisions	4849
Section 11.4	Reliance by Agent	49
Section 11.5	Non-Reliance on Agent and Other Purchasers	49
Section 11.6	Reimbursement and Indemnification	4950
Section 11.7	Agent in Its Individual Capacity	50

ii

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

Section 11.8	Successor Agent	50
	ARTICLE XII
	ASSIGNMENTS; PARTICIPATIONS
Section 12.1	Assignments	5051
Section 12.2	Participations	52
Section 12.3	Federal Reserve	52
	ARTICLE XIII
	INTENTIONALLY OMITTED
	ARTICLE XIV
	MISCELLANEOUS
Section 14.1	Waivers and Amendments	5253
Section 14.2	Notices	54
Section 14.3	Ratable Payments	54
Section 14.4	Protection of Ownership Interests of the Purchasers	5455
Section 14.5	Confidentiality	5556
Section 14.6	Bankruptcy Petition	56
Section 14.7	Limitation of Liability	5657
Section 14.8	CHOICE OF LAW	5657
Section 14.9	CONSENT TO JURISDICTION	57
Section 14.10	WAIVER OF JURY TRIAL	57
Section 14.11	Integration; Binding Effect; Survival of Terms	5758
Section 14.12	Counterparts; Severability; Section References	58
Section 14.13	JPMorgan Roles	58
Section 14.14	Characterization	5859
Section 14.15	Withholding	59
Section 14.16	[Intentionally Omitted]	59
Section 14.17	Confirmation and Ratification of Terms	59
Section 14.18	Excess Funds	60
Section 14.19	Administrative Seller	60
Section 14.20	Joint and Several	60

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Exhibits and Schedules

Exhibit I	Definitions
Exhibit II	Form of Purchase Notice
Exhibit III	Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s)
Exhibit IV	Names of Collection Banks; Collection Accounts
Exhibit V	Form of Compliance Certificate
Exhibit VI	Form of Collection Account Agreement
Exhibit VII	Form of Assignment Agreement
Exhibit VIII	Credit and Collection Policies
Exhibit IX	[Reserved]
Exhibit X	Form of Monthly Report
Exhibit XI	Form of Performance Undertaking
Schedule A	Commitments
Schedule B	Closing Documents
Schedule C	Dean Entities
Schedule D	Originators
Schedule E	Notice Addresses
Schedule F	Top Twenty-Five Obligors
Schedule G	Additional Entities
Schedule H	[Reserved]

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This Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 2, 2007, is among Dairy Group Receivables, L.P., a Delaware limited partnership (“Dairy Group”), Dairy Group Receivables II, L.P., a Delaware limited partnership (“Dairy Group II”), Morningstar Receivables, L.P., a Delaware limited partnership (“Morningstar Receivables”), WhiteWave Receivables, L.P., a Delaware limited partnership (“WhiteWave” and, together with Dairy Group, Dairy Group II and Morningstar Receivables, the “Sellers” and each a “Seller”), each of the parties listed on the signature pages hereof as a Servicer (the Servicers, together with the Sellers, the “Seller Parties,” and each a “Seller Party”), the entities listed on Schedule A to this Agreement under the heading “Financial Institution” (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), the entities listed on Schedule A to this Agreement under the heading “Company” (together with any of their respective successors and assigns hereunder, the “Companies”) and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

WHEREAS, certain Seller Parties, certain Financial Institutions, certain Companies and the Agent are parties to that certain Receivables Purchase Agreement, dated as of June 30, 2000, as amended and restated by that certain Amended and Restated Receivables Purchase Agreement, dated as of December 21, 2001, as further amended and restated by that certain Second Amended and Restated Receivables Purchase Agreement, dated as of May 15, 2002 and effective for all purposes as of March 31, 2002, as further amended and restated by that certain Third Amended and Restated Receivables Purchase Agreement, dated as of November 20, 2003, and as further amended and restated by that certain Fourth Amended and Restated Receivables Purchase Agreement, dated as of March 30, 2004, as amended by Amendment No. 1 thereto, dated as of April 5, 2004, as further amended by Amendment No. 2 thereto, dated as of June 3, 2004, as further amended by Amendment No. 3 thereto, dated as of August 13, 2004, as further amended by Amendment No. 4 thereto, dated as of November 18, 2004, as further amended by Amendment No. 5 thereto, dated as of January 3, 2005, as further amended by Amendment No. 6 thereto, dated as of May 27, 2005, as further amended by Amendment No. 7 thereto, dated as of April 1, 2005, as further amended by Amendment No. 8 thereto, dated as of November 17, 2005, as further amended by Amendment No. 9 thereto, dated as of April 27, 2006, as further amended by Amendment No. 10 thereto, dated as of July 31, 2006, and as further amended by Amendment No. 11 thereto, dated as of November 16, 2006 (such agreement, as so amended and restated and amended, the “Original Agreement”).

WHEREAS, Dairy Group, Dairy Group II and WhiteWave have transferred and assigned pursuant to the Original Agreement, and desire, along with Morningstar Receivables, to continue to transfer and assign Purchaser Interests to the Purchasers from time to time.

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WHEREAS, each Company may, in its absolute and sole discretion, purchase the Purchaser Interests from the Sellers from time to time.

WHEREAS, in the event that any Company declines to make any purchase, such Company’s Related Financial Institutions shall, at the request of the Administrative Seller, purchase Purchaser Interests that such Company declined to purchase from time to time.

WHEREAS, JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)) has been requested and is willing to act as Agent on behalf of the Companies and the Financial Institutions in accordance with the terms hereof.

WHEREAS, the parties hereto now desire to amend and restate the Original Agreement in its entirety to read as set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree that, subject to satisfaction of the conditions precedent set forth in Section 6.1 hereof, the Original Agreement is hereby amended and restated in its entirety to read as follows:

PURCHASE ARRANGEMENTS

Purchase Facility.

Upon the terms and subject to the conditions hereof, each Seller may, at its option, sell and assign Purchaser Interests to the Agent for the benefit of one or more of the Purchasers. In accordance with the terms and conditions set forth herein, each Company may, at its option, instruct the Agent to purchase on behalf of such Company, or if any Company shall decline to purchase, the Agent shall purchase, on behalf of such declining Company’s Related Financial Institutions, Purchaser Interests from time to time in an amount not to exceed in the aggregate for all Sellers at such time (i) in the case of each Company, its Company Purchase Limit and (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments during the period from the date hereof to but not including the Facility Termination Date.

The Administrative Seller may, upon at least 10 Business Days’ notice to the Agent, each Company and each Financial Institution, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that (i) any such notice shall be irrevocable, (ii) each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof and (iii) the aggregate of the Company Purchase Limits for all of the Companies shall also be terminated in whole or reduced in part, ratably among the Companies, by an amount equal to such termination or reduction in the Purchase Limit.

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Increases.

The Administrative Seller shall provide the Agent and each Purchaser with at least two Business Days’ prior notice in a form set forth as Exhibit II hereto of each Incremental Purchase (a “Purchase Notice”) to be made by a Seller. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, (i) shall be irrevocable and shall specify the requested Purchase Price (which, in the case of the initial Incremental Purchase hereunder shall not be less than $10,000,000 and in the case of subsequent Incremental Purchases shall not be less than $1,000,000), (ii) the date of purchase (which, in the case of Incremental Purchases after the initial Incremental Purchase hereunder, shall not exceed four per calendar month), (iii) in the case of an Incremental Purchase to be funded by any of the Financial Institutions, the requested Discount Rate and Tranche Period and (iv) in the case of an Incremental Purchase to be funded by any Pool Company (other than an Incremental Purchase funded by such Pool Company substantially with Pooled Commercial Paper), the requested CP (Tranche) Accrual Period. Following receipt of a Purchase Notice, the Agent will promptly notify each Company of such Purchase Notice and the Agent will identify the Companies that agree to make the purchase. If any Company declines to make a proposed purchase, the Administrative Seller may cancel the Purchase Notice as to all Purchasers no later than 2:00 p.m. (Chicago time) on the Business Day immediately prior to the date of purchase specified in the Purchase Notice or, in the absence of such a cancellation, the Incremental Purchase of the Purchaser Interest, which such Company has declined to purchase, will be made by such declining Company’s Related Financial Institutions in accordance with the rest of this Section 1.2. If the proposed Incremental Purchase or any portion thereof is to be made by any of the Financial Institutions, the Agent shall send notice of the proposed Incremental Purchase to the applicable Financial Institutions concurrently by telecopier, telex or cable specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing and (iii) the requested Discount Rate and Tranche Period. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI and the conditions set forth in this Section 1.2, the Companies and/or the Financial Institutions, as applicable, shall use their reasonable best efforts to deposit to the Facility Account, in immediately available funds, no later than 12:00 noon (Chicago time), and in any event no later than 2:00 pm (Chicago time), an amount equal to (i) in the case of a Company that has agreed to make such Incremental Purchase, such Company’s Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests of such Incremental Purchase or (ii) in the case of a Financial Institution, such Financial Institution’s Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing. Each Financial Institution’s Commitment hereunder shall be limited to purchasing Purchaser Interests that the Company in such Financial Institution’s Purchaser Group has declined to purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial

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Institution to make available to any Seller any funds in connection with any purchase shall not relieve any other Financial Institution of its obligation, if any, hereunder to make funds available on the date of such purchase, but no Financial Institution shall be responsible for the failure of any other Financial Institution to make funds available in connection with any purchase.

Decreases. The Administrative Seller shall provide the Agent with an irrevocable prior written notice in conformity with the Required Notice Period (a “Reduction Notice”) of any proposed reduction of Aggregate Capital from Collections and the Agent will promptly notify each Purchaser of such Reduction Notice after Agent’s receipt thereof. Such Reduction Notice shall designate (i) the date (the “Proposed Reduction Date”) upon which any such reduction of Aggregate Capital shall occur (which date shall give effect to the applicable Required Notice Period), and (ii) the amount of Aggregate Capital to be reduced that shall be applied ratably to the Purchaser Interests of the Companies and the Financial Institutions in accordance with the amount of Capital (if any) owing to the Companies (ratably to each Company, based on the ratio of such Company’s Capital at such time to the aggregate Capital of all the Companies at such time), on the one hand, and the amount of Capital (if any) owing to the Financial Institutions (ratably to each Financial Institution, based on the ratio of such Financial Institution’s Capital at such time to the aggregate Capital of all of the Financial Institutions at such time), on the other hand (the “Aggregate Reduction”). Only one (1) Reduction Notice shall be outstanding at any time. Concurrently with any reduction of Aggregate Capital pursuant to this Section, the Sellers shall pay to the applicable Purchaser all Broken Funding Costs arising as a result of such reduction. No Aggregate Reduction will be made following the occurrence of the Amortization Date without the prior written consent of the Agent.

Payment Requirements. All amounts to be paid or deposited by any Seller Party pursuant to any provision of this Agreement or any other Transaction Documents shall be paid or deposited in immediately available funds in accordance with the terms hereof. Such Seller Party shall use its reasonable best efforts to pay or deposit all such amounts no later than 12:00 noon (Chicago time) on the day when due. Any such payment or deposit not received by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to a Purchaser, they shall be paid to such Purchaser at the “Payment Address” specified for such Purchaser on Schedule A or such other address specified in writing to each other party hereto. If such amounts are payable to the Agent, they shall be paid to the Agent at 10 S. Dearborn, Chicago, Illinois 60603 until otherwise notified by the Agent. Upon notice to the Administrative Seller, the Agent may debit the Facility Account for all amounts due and payable hereunder. All computations of Yield, per annum fees or discount calculated as part of any CP Costs, per annum fees hereunder and per annum fees under any Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereunder or under any other Transaction Document shall be payable on a day that is not a Business Day, such amount shall be payable on the next succeeding Business Day.

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PAYMENTS AND COLLECTIONS

Payments. Notwithstanding any limitation on recourse contained in this Agreement, the Sellers shall immediately pay to the Agent or relevant Purchaser, as applicable, when due, for the account of the relevant Purchaser or Purchasers on a full recourse basis, (i) such fees as set forth in each Fee Letter (which fees collectively shall be sufficient to pay all fees owing to the Financial Institutions and other Funding Sources), (ii) all CP Costs, (iii) all amounts payable as Yield, (iv) all amounts payable as Deemed Collections (which shall be immediately due and payable by the Sellers and applied to reduce outstanding Aggregate Capital hereunder in accordance with Sections 2.2 and 2.3 hereof), (v) all amounts required pursuant to Section 2.6, (vi) all amounts payable pursuant to Article X, if any, (vii) all Servicer costs and expenses, including the Servicing Fee, in connection with servicing, administering and collecting the Receivables, (viii) all Broken Funding Costs (any request for reimbursement of which shall be accompanied by a certificate in reasonable detail demonstrating the reasonable calculation of ay such amount) and (ix) all Default Fees (collectively, the “Obligations”). If any Person fails to pay any of the Obligations (other than the Default Fee) when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid. Notwithstanding the foregoing, no provision of this Agreement or any Fee Letter shall require the payment or permit the collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at any time any Seller receives any Collections or is deemed to receive any Collections, such Seller shall immediately pay such Collections or Deemed Collections to the applicable Servicer for application in accordance with the terms and conditions hereof and, at all times prior to such payment, such Collections or Deemed Collections shall be held in trust by such Seller for the exclusive benefit of the Purchasers and the Agent.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by each Servicer shall be set aside and held in trust by such Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by any Servicer prior to the Amortization Date, (i) such Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) each Seller hereby requests and the Purchasers (other than any Terminating Financial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be

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equal to the amount of Capital immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicers shall remit to the Agent’s or applicable Purchaser’s account the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce unpaid CP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Company according to its respective Termination Percentage. If such Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from such Servicer to the Sellers on such Settlement Date. Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. The applicable ratable portion shall be calculated, with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Section 2.3.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicers shall set aside and hold in trust, for the holder of each Purchaser Interest, all Collections received on such day and an additional amount for the payment of any accrued and unpaid Aggregate Unpaids owed by the Sellers and not previously paid by the Sellers in accordance with Section 2.1. On and after the Amortization Date, the Servicers shall, at any time upon the request from time to time by (or pursuant to standing instructions from) the Agent (i) remit to the Agent’s or applicable Purchaser’s account the amounts set aside pursuant to the preceding sentence, and (ii) apply such amounts to reduce the Capital associated with each such Purchaser Interest and any other Aggregate Unpaids.

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Application of Collections. If there shall be insufficient funds on deposit for the Servicers to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicers shall distribute funds to the applicable payee:

first, to the payment of each Servicer’s reasonable actual out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, provided no Seller nor any of its Affiliates is then acting as a Servicer,

second, to the reimbursement of the Agent’s and the Purchasers’ costs of collection and enforcement of this Agreement,

third, ratably to the payment of all accrued and unpaid fees under the Fee Letters, CP Costs and Yield,

fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital,

fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when any Seller or any of its Affiliates is acting as a Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, and

sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to the Administrative Seller for ratable distribution to the Sellers.

Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

Payment Rescission. No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Each Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Agent (for application to the Person or Persons who suffered such rescission, return or refund) the full amount thereof, plus the Default Fee from the date of any such rescission, return or refunding.

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Maximum Purchaser Interests.

(a) . Each Seller shall ensure that the Purchaser Interests of the Purchasers shall at no time exceed in the aggregate 100%the applicable maximum percentage set forth in subsection (b) below (the “Maximum Purchaser Interest Percentage”). If the aggregate of the Purchaser Interests of the Purchasers exceeds 100%the Maximum Purchaser Interest Percentage, the Sellers shall pay to the Purchasers (ratably based on the ratio of each Purchaser’s Capital at such time to the Aggregate Capital at such time) within one (1) Business Day an amount to be applied to reduce the Aggregate Capital, such that after giving effect to such payment the aggregate of the Purchaser Interests equals or is less than 100%the Maximum Purchaser Interest Percentage.

(b) The Maximum Purchaser Interest Percentage shall be determined by (i) the Provider’s public credit rating, as determined by Moody’s Investor Service, Inc. and Standard & Poor’s and (ii) the frequency of the Periodic Reports provided under Section 8.5 by the Servicers servicing the Receivables (if the Servicers do not all provide reports in the same frequency, the least frequent report shall control for this purpose), as set forth in the table below.

Applicable Maximum Purchaser Interest Percentage
	Servicer Provides Daily  Reports			Servicer Provides Weekly Reports	Servicer Provides Monthly  Reports
Provider is a Level 1 Rated Entity	100.00	%	100.00%		100.00	%
Provider is a Level 2 Rated Entity	100.00	%	100.00%		95.00	%
Provider is a Level 3 Rated Entity	100.00	%	95.00%		92.50	%
Provider is a Level 4 Rated Entity	100.00	%	95.00%		90.00	%

Clean Up Call. In addition to the Sellers’ rights pursuant to Section 1.3, the Sellers shall have the right, upon two Business Days’ prior written notice to the Agent and the Purchasers, at any time following the reduction of the Aggregate Capital to a level that is less than 20.0% of the Purchase Limit hereunder, to repurchase from the Purchasers all, but not less than all, of the then outstanding Purchaser Interests. The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids (including any Broken Funding Costs arising as a result of such repurchase) through the date of such repurchase, payable in immediately available funds. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser or the Agent.

COMPANY FUNDING

CP Costs. The Sellers shall pay CP Costs with respect to the Capital associated with each Purchaser Interest of the Companies for each day that any Capital in respect of any such Purchaser Interest is outstanding. Each Purchaser Interest of any Pool Company funded substantially with Pooled Commercial Paper will accrue CP Costs each day on a

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pro rata basis, based upon the percentage share the Capital in respect of such Purchaser Interest represents in relation to all assets held by the applicable Pool Company and funded substantially with Pooled Commercial Paper. Each Purchaser Interest of any Pool Company not funded substantially with Pooled Commercial Paper shall accrue CP Costs for each day during its CP (Tranche) Accrual Period at the rate determined in accordance with the definition of “Company Costs” set forth in Exhibit I.

CP Costs Payments. On each Settlement Date, the Sellers shall pay to the applicable Company an aggregate amount equal to all accrued and unpaid CP Costs in respect of the Capital associated with all Purchaser Interests of such Company due and payable on such Settlement Date.

Calculation of Pool Company Costs. On the third Business Day immediately preceding each Settlement Date relating to a CP (Pool) Accrual Period, each Pool Company shall calculate the aggregate amount of its Company Costs with respect to all Purchaser Interests funded substantially with Pooled Commercial Paper for the applicable CP (Pool) Accrual Period and shall notify the Administrative Seller of such aggregate amount of such Company Costs due and payable on such Settlement Date.

Selection and Calculation of CP (Tranche) Accrual Periods.

In the case of Purchaser Interests of each Pool Company, the Administrative Seller shall (and following the occurrence and during the continuance of a Potential Amortization Event or an Amortization Event, shall with consultation from, and approval by, each Pool Company), from time to time request CP (Tranche) Accrual Periods for the Purchaser Interests of each Pool Company other than those funded substantially with Pooled Commercial Paper, provided, that (i) the consent of the Agent and each Purchaser shall be required, (ii) the Administrative Seller must elect CP (Tranche) Accrual Periods for all Purchaser Interests of each Pool Company, such that after giving effect to such election, no Purchaser Interest of any Pool Company is funded with Pooled Commercial Paper and (iii) the Administrative Seller may only make such election once hereunder.

The Administrative Seller or the applicable Company, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a CP (Tranche) Accrual Period (the “Terminating CP Tranche”) for any Purchaser Interest, may, effective on the last day of the Terminating CP Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests that have a Terminating CP Tranche ending on the same day as such Terminating CP Tranche or (iii) combine any such Purchaser Interest with a new Purchaser Interest (other than a Purchaser Interest funded substantially with Pooled Commercial Paper) to be purchased on the day such Terminating CP Tranche ends, provided, that in no event may a Purchaser Interest of any Purchasers be combined with a Purchaser Interest of any other Purchaser.

The Administrative Seller shall, at least three (3) Business Days prior to the expiration of any Terminating CP Tranche, give the applicable Company (or its agent)

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irrevocable notice of the new CP (Tranche) Accrual Period associated with such Terminating CP Tranche and the amount of Capital to be allocated to such new CP (Tranche) Accrual Period. The Administrative Seller shall use its reasonable best efforts to give such notice such that the applicable Company (or its agent) receives it no later than 12:00 noon (Chicago time) on the day such request is being made. Any such request not received by the applicable Company by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day.

FINANCIAL INSTITUTION FUNDING

Financial Institution Funding. Each Purchaser Interest of the Financial Institutions shall accrue Yield for each day during its Tranche Period at either the LIBO Rate or the Alternate Base Rate in accordance with the terms and conditions hereof. Until the Administrative Seller gives notice to the Agent of another Discount Rate in accordance with Section 4.4, the initial Discount Rate for any Purchaser Interest transferred to the Financial Institutions pursuant to the terms and conditions hereof shall be the Alternate Base Rate. If any Purchaser Interest of any Company is assigned or transferred to, or funded by, any Funding Source of such Company pursuant to any Funding Agreement or to or by any other Person, each such Purchaser Interest so assigned, transferred or funded shall each be deemed to have a new Tranche Period commencing on the date of any such transfer or funding and shall accrue Yield for each day during its Tranche Period at either the LIBO Rate or the Alternate Base Rate in accordance with the terms and conditions hereof as if each such Purchaser Interest was held by a Financial Institution, and with respect to each such Purchaser Interest, the transferee thereof or lender with respect thereto shall be deemed to be a Financial Institution in the transferring Company’s Purchaser Group for purposes hereof; provided that until the Administrative Seller gives notice to the Agent of another Discount Rate in accordance with Section 4.4, the initial Discount Rate for any Purchaser Interest so transferred shall be the Alternate Base Rate.

Yield Payments. On the Settlement Date for each Purchaser Interest of the Financial Institutions, the Sellers shall pay to the applicable Financial Institutions an aggregate amount equal to the accrued and unpaid Yield for the entire Tranche Period of each such Purchaser Interest in accordance with Article II.

Selection and Continuation of Tranche Periods.

In the case of Purchaser Interests of any Financial Institution in the Purchaser Group of the JPMorgan Company, the Administrative Seller shall (and following the occurrence and during the continuance of a Potential Amortization Event or an Amortization Event, shall with consultation from, and approval by, the applicable Financial Institution), from time to time request Tranche Periods for the Purchaser Interests of such Financial Institutions. In the case of Purchaser Interests of any Financial Institution in the Purchaser Group of any Company other than the JPMorgan Company, the Administrative Seller shall, with consultation from, and approval by, the applicable Financial Institution (such approval not to be unreasonably withheld), from time to time request Tranche Periods for the Purchaser Interests of such Financial Institution.

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Notwithstanding the foregoing provisions of this subsection (a), if at any time the Financial Institutions shall have a Purchaser Interest, the Administrative Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date.

The Administrative Seller or the applicable Financial Institution, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on the last day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Purchaser Interest with a new Purchaser Interest to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of any Purchasers be combined with a Purchaser Interest of any other Purchaser.

Financial Institution Discount Rates. The Administrative Seller may select the LIBO Rate or the Alternate Base Rate for each Purchaser Interest of the Financial Institutions. The Administrative Seller shall: (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which the LIBO Rate is being requested as a new Discount Rate and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Alternate Base Rate is being requested as a new Discount Rate, give the applicable Financial Institution irrevocable notice of the new Discount Rate for the Purchaser Interest associated with such Terminating Tranche. The Administrative Seller shall use its reasonable best efforts to give such notice such that the applicable Financial Institution receives it no later than 12:00 noon (Chicago time) on the day such request is being made. Any such request not received by the applicable Financial Institution by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Until the Administrative Seller gives notice to the applicable Financial Institution of another Discount Rate, the initial Discount Rate for any Purchaser Interest transferred to the Financial Institutions pursuant to the terms and conditions hereof (or transferred to, or funded by, any Funding Source pursuant to any Funding Agreement or to or by any other Person) shall be the Alternate Base Rate.

Suspension of the LIBO Rate.

If any Financial Institution notifies the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group at the LIBO Rate would violate any applicable law, rule, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at the LIBO Rate are not available or (ii) the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at the LIBO Rate, then the Agent shall suspend the availability of the LIBO Rate for the Financial Institutions in such Financial Institution’s Purchaser Group and require Seller to select the Alternate Base Rate for any Purchaser Interest funded by the Financial Institutions in such Financial Institution’s Purchaser Group accruing Yield at the LIBO Rate.

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If less than all of the Financial Institutions in such Financial Institution’s Purchaser Group give a notice to the Agent pursuant to Section 4.5(a), each Financial Institution which gave such a notice shall be obliged, at the request of the Administrative Seller, the Company in such Financial Institution’s Purchaser Group or the Agent, to assign all of its rights and obligations hereunder to (i) another Financial Institution in such Financial Institution’s Purchaser Group or (ii) another funding entity nominated by the Administrative Seller or the Agent that is acceptable to the Company in such Financial Institution’s Purchaser Group and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Financial Institution; provided that (i) the notifying Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Financial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Financial Institutions in such Financial Institution’s Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group, and (ii) the replacement Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Term-out Period Accounts.

The Administrative Seller may request one or more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such notice an “Extension Notice”) at least 90 days prior to the Liquidity Termination Date then in effect. After the Agent’s receipt of any Extension Notice, the Agent shall promptly advise each Financial Institution of such Extension Notice. Each Financial Institution may, in its sole discretion, by a written irrevocable notice (a “Consent Notice”) given to the Agent on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Liquidity Termination Date; provided, however, that such extension shall not be effective with respect to a Financial Institution if such Financial Institution: (i) notifies the Agent during the Consent Period that such Financial Institution does not wish to consent to such extension or (ii) fails to respond to the Agent within the Consent Period (each Financial Institution that does not wish to consent to such extension or fails to respond to the Agent within the Consent Period is herein referred to as a “Nonrenewing Financial Institution”). If at the end of the Consent Period, there is no Nonrenewing Financial Institution then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. If at the end of the Consent Period there is a Nonrenewing Financial Institution, then unless such Nonrenewing Financial Institution assigns its rights and obligations hereunder pursuant to Section 4.6(b) (each such Nonrenewing Financial Institution whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”), the then existing Liquidity Termination Date shall be extended for an additional 364 days with respect to all Financial Institutions other than the Terminating Financial Institution; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts

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equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Company Purchase Limit of each Company shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Company’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to Sections 2.2 and 2.3) all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution.

Upon receipt of notice from the Agent pursuant to Section 4.6(a) of any Nonrenewing Financial Institution, one or more of the Financial Institutions (including any Nonrenewing Financial Institution) may proffer to the Agent and the Company in such Nonrenewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Nonrenewing Financial Institution. Provided the proffered name(s) are acceptable to the Agent and the Company in such Nonrenewing Financial Institution’s Purchaser Group, the Agent shall notify the remaining Financial Institutions of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Nonrenewing Financial Institution shall be reduced to zero.

Any requested extension may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of all of the Purchaser Interests of such Financial Institution all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Financial Institution prior to its termination as a Financial Institution.

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Seller Parties. Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

Corporate Existence and Power. Such Seller Party is a corporation, limited liability company or limited partnership duly organized and validly existing in good standing under the laws of its state of organization. Each such Seller Party is duly qualified to do business and is in good standing as a foreign corporation or entity, and has and holds all corporate or other power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except to the extent that the failure to so qualify or hold could not reasonably be expected to have a Material Adverse Effect.

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Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of each Seller, such Seller’s use of the proceeds of purchases made hereunder, are within its corporate or other powers and authority and have been duly authorized by all necessary corporate or other action on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.

No Conflict. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by laws (or equivalent organizational documents) or any shareholder agreements, voting trusts or similar arrangements applicable to its authorized shares or other equity interests, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any material agreement, contract or instrument to which it is a party or by which it or any of its property is bound or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Seller Party or its Subsidiaries (except as created hereunder); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

Actions, Suits. There are no actions, suits or proceedings pending, or to the best of such Seller Party’s knowledge, threatened, against or affecting such Seller Party, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Such Seller Party is not in default with respect to any order of any court, arbitrator or governmental body.

Binding Effect. This Agreement and each other Transaction Document to which such Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms,

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except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Accuracy of Information. All information heretofore furnished by or on behalf of such Seller Party or any of its Affiliates to the Agent or the Purchasers for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by or on behalf of such Seller Party or any of its Affiliates to the Agent or the Purchasers will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances made or presented.

Use of Proceeds. No proceeds of any purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction that is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

Good Title. Immediately prior to each purchase hereunder, each Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect each Seller’s ownership interest in each of its Receivables, its Collections and the Related Security.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or Purchasers (and the Agent for the benefit of such Purchaser or Purchasers shall acquire from each Seller) a valid and perfected first priority undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Jurisdiction of Organization; Places of Business, etc. Exhibit III correctly sets forth such Seller Party’s legal name, jurisdiction of organization, Federal Employer’s Identification Number and State Organizational Identification Number. Such Seller Party’s principal places of business and chief executive office and the offices where such Seller Party keeps all of its Records are located at the address(es) listed on Exhibit III, or such other locations of which the Agent has been notified in accordance with Section 7.2(a) in

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jurisdictions where all action required by Section 14.4(a) has been taken and completed. Such Seller Party has not within the period of six months prior to the date hereof, (i) changed its location (as defined in Section 9 307 of the UCC), except as set forth on Exhibit III or (ii) changed its legal name (except as set forth on Exhibit III), corporate structure or become a “new debtor” (as defined in Section 9 102(a)(56) of the UCC) with respect to a currently effective security agreement previously entered into by any other Person. Each Seller is a Delaware limited partnership and is a “registered organization” (within the meaning of Section 9-102 of the UCC in effect in the State of Delaware).

Collections. The conditions and requirements set forth in Section 7.1(j) and Section 8.2 have at all times been satisfied and duly performed. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of each Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV. No Seller has granted any Person, other than the Agent as contemplated by this Agreement, dominion and control or “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of any Lock-Box or Collection Account, or the right to take dominion and control or “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.

Material Adverse Effect. (i) Each of the Initial Servicers represents and warrants that since December 31, 1999, and each of the Additional Servicers represents and warrants that since December 31, 2000, and each of the Dean Entities represents and warrants that since May 31, 2001, and each of the Additional Entities represents and warrants that since December 31, 2002, and each of the New Entities represents and warrants that since December 31, 2002, and the New WhiteWave Entity represents and warrants that since September 30, 2004, no event has occurred that would have a material adverse effect on the financial condition or operations of such Servicer and its Subsidiaries taken as a whole, or the ability of such Servicer to perform its obligations under this Agreement, and (ii) Dairy Group represents and warrants that since June 30, 2000, and Dairy Group II represents and warrants that since May 14, 2002, and each of Dean Dairy Holdings and Suiza Dairy represents and warrants that since December 31, 2008, WhiteWave represents and warrants that since March 30, 2004, and Morningstar Receivables represents and warrants that since March 29, 2010, no event has occurred that would have a material adverse effect on (A) the financial condition or operations of such Seller, (B) the ability of such Seller to perform its obligations under the Transaction Documents or (C) the collectibility of the Receivables generally or of any material portion of the Receivables.

Names. In the past five (5) years, no Seller has used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement and, in the case of Dairy Group, other than Suiza Receivables, L.P. and in the case of WhiteWave, other than Dean National Brand Group, L.P.

Ownership of Sellers. (c) Suiza Dairy Group, LLC and Provider own, directly or indirectly, 100% of the limited partnership interests and 99.9% of the partnership interests of Dairy Group and Morningstar Receivables, free and clear of any

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Adverse Claim (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement). Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) is the general partner of Dairy Group and owns, directly or indirectly, 100% of the general partnership interests and 0.1% of the partnership interests of Dairy Group, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement). There are no options or other rights to acquire any partnership interest of Dairy Group. 100% of the membership interests of Dairy Group Receivables GP, LLC are owned, directly or indirectly by Provider. Morningstar Receivables GP, LLC is the general partner of Morningstar Receivables and owns, directly or indirectly, 100% of the general partnership interests and 0.1% of the partnership interests of Morningstar Receivables, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement). There are no options or other rights to acquire any partnership interest of Morningstar Receivables. 100% of the membership interests of Morningstar Receivables GP, LLC are owned, directly or indirectly by Provider.

Dean Dairy Holdings, LLC and Provider own, directly or indirectly, 100% of the limited partnership interests and 99.9% of the partnership interests of Dairy Group II, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement). Dairy Group Receivables GP II, LLC is the general partner of Dairy Group II and owns, directly or indirectly, 100% of the general partnership interests and 0.1% of the partnership interests of Dairy Group II, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement). There are no options or other rights to acquire any partnership interest of Dairy Group II. 100% of the membership interests of Dairy Group Receivables GP II, LLC are owned, directly or indirectly by Provider.

WhiteWave Foods and Provider own, directly or indirectly, 100% of the limited partnership interests and 99.9% of the partnership interests of WhiteWave, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement). WhiteWave Receivables GP, LLC is the general partner of WhiteWave and owns, directly or indirectly, 100% of the general partnership interests and 0.1% of the partnership interests of WhiteWave, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement). There are no options or other rights to acquire any partnership interest of WhiteWave. 100% of the membership interests of WhiteWave Receivables GP, LLC are owned, directly or indirectly by Provider.

Not a Holding Company or an Investment Company. Such Seller Party is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Such Seller Party is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

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Compliance with Law. Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with any Writing or Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Writing or Contract is in violation of any such law, rule or regulation.

Compliance with Credit and Collection Policies. Such Seller Party has complied in all material respects with its Credit and Collection Policy with regard to each Receivable and any related Writing or Contract, and has not made any material change to such Credit and Collection Policy, except such material change as to which the Agent has been notified in accordance with Section 7.1(a)(vii).

Payments to Originators. With respect to each Receivable transferred to the applicable Seller by each Originator under the Receivables Sale Agreement to which it is a party, such Seller has given reasonably equivalent value to such Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by any Originator of any Receivable under any Receivables Sale Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

Enforceability of Contracts. Each Contract, if any, with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Eligible Receivables. Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date of its purchase under the applicable Receivables Sale Agreement was an Eligible Receivable on such purchase date.

Net Receivables Balance. Each Seller has determined that, immediately after giving effect to each purchase hereunder, the Net Receivables Balance is at least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and each Receivables Sale Agreement does not jeopardize the true sale analysis.

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Financial Institution Representations and Warranties. Each Financial Institution hereby represents and warrants to the Agent and the Company in such Financial Institution’s Purchaser Group that:

Existence and Power. Such Financial Institution is a corporation or a banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all corporate power to perform its obligations hereunder.

No Conflict. The execution and delivery by such Financial Institution of this Agreement and the performance of its obligations hereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its certificate or articles of incorporation or association or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any material agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets, except, in any case, where such contravention or violation could not reasonably be expected to have a material adverse effect on (i) the financial condition or operations of such Financial Institution, (ii) the ability of such Financial Institution to perform its obligations under this Agreement or (iii) the legality, validity or enforceability of this Agreement. This Agreement has been duly authorized, executed and delivered by such Financial Institution.

Governmental Authorization. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Financial Institution of this Agreement and the performance of its obligations hereunder, except that has already been received.

Binding Effect. This Agreement constitutes the legal, valid and binding obligation of such Financial Institution enforceable against such Financial Institution in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

CONDITIONS OF PURCHASES

Conditions Precedent to Initial Incremental Purchase. The effectiveness of this Agreement is subject to the conditions precedent that (a) the Agent shall have received on or before the date hereof those documents listed on Schedule B and (b) the Agent and the Purchasers shall have received all fees and expenses required to be paid on or prior to the date hereof pursuant to the terms of this Agreement and the Fee Letters.

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions

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precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

the representations and warranties set forth in Section 5.1 are true and correct on and as of the date of such Incremental Purchase or Reinvestment as though made on and as of such date;

no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and

the Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%the Maximum Purchaser Interest Percentage.

It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, occur automatically on each day that any Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of any Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of any Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct the Sellers to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.

COVENANTS

Affirmative Covenants of the Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:

Financial Reporting. Such Seller Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Agent and each Financial Institution:

Annual Reporting. Within 90 days after the close of each of its respective fiscal years, audited, unqualified consolidated financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for Provider for such fiscal year certified in a manner acceptable to the Agent by independent public accountants acceptable to the Agent.

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Quarterly Reporting. Within 45 days after the close of the first three (3) quarterly periods of each of its respective fiscal years, (A) consolidated balance sheets of Provider and its Subsidiaries as at the close of each such period, (B) consolidated statements of income and retained earnings and a statement of cash flows for Provider for the period from the beginning of such fiscal year to the end of such quarter, (C) the balance sheet of each Seller as at the close of each such period and (D) statements of income and retained earnings and a statement of cash flows for each Seller, all certified by its respective chief financial officer or treasurer.

Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit V signed by an Authorized Officer of the Seller Parties and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

Shareholders Statements and Reports. Promptly upon the furnishing thereof to the shareholders of such Seller Party, to the extent not available electronically, copies of all financial statements, reports and proxy statements so furnished.

S.E.C. Filings. Promptly upon the filing thereof, to the extent not available electronically, copies of all annual, quarterly, monthly or other regular reports that Provider or any of its Subsidiaries files with the Securities and Exchange Commission.

Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Agent, copies of the same.

Change in Credit and Collection Policies. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to any Credit and Collection Policy, a copy of such Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Agent’s and the Required Purchasers’ consent thereto.

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Copies of Dean Credit Agreement Amendments. Promptly after execution thereof, copies of each amendment to the Dean Credit Agreement as in effect from time to time notwithstanding any language to the contrary contained in the definition of “Dean Credit Agreement.”

Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of such Seller Party as the Agent may from time to time reasonably request in order to protect the interests of the Agent and the Purchasers under or as contemplated by this Agreement.

Notices. Such Seller Party will notify the Agent and each Financial Institution in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

Amortization Events or Potential Amortization Events. The occurrence of each Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer of such Seller Party.

Judgment and Proceedings. (A) (1) The entry of any judgment or decree against Provider or any Servicer or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Provider or such Servicer and its respective Subsidiaries could reasonably be expected to have a Material Adverse Effect, and (2) the institution of any litigation, arbitration proceeding or governmental proceeding against Provider that, if adversely determined, could reasonably be expected to have a Material Adverse Effect, or against any Servicer; and (B) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against any Seller.

Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

Termination Date. The occurrence of the “Termination Date” under and as defined in each Receivables Sale Agreement.

Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement pursuant to which such Seller Party is a debtor or an obligor that could reasonably be expected to have a Material Adverse Effect.

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Leverage Ratio. From and after the first effective date upon which the Leverage Ratio of the Provider is less than 4.25 to 1.00, any Authorized Officer of any Seller Party becomes aware that the Leverage Ratio for any of the months of January, February, May, June or July is reasonably likely to be greater than 4.25 to 1.00.

Appointment of Independent Manager. The decision to appoint a new manager of such Seller as an “Independent Manager” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager.”

Compliance with Laws and Preservation of Corporate Existence. Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject if noncompliance with any such law, rule, regulation, order, writ, judgment, injunction, decree or award could reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where its business is conducted, except where the failure to so qualify or remain qualified could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

Audits. Such Seller Party will furnish to the Agent (with the Agent providing copies thereof to each Financial Institution, subject to the Agent receiving any necessary consents to disclosure) from time to time such information with respect to it and the Receivables as the Agent or the Required Purchasers may reasonably request. Such Seller Party will, from time to time during regular business hours as requested by the Agent upon reasonable notice, permit the Agent, or its agents or representatives (and shall cause each Originator) to permit the Agent or its agents or representatives), (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Writings or Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Writings or Contracts and, in each case, with any of the officers or employees of any Seller Party having knowledge of such matters. All such examinations and visits shall be at the sole cost of such Seller Party; provided, however, that (i) for so long as no Amortization Event or Potential Amortization Event shall have occurred and be continuing and (ii) the result of the immediately preceding examination and/or visit of such Seller Party shall have been reasonably satisfactory to the Agent, such cost shall be borne by such Seller Party not more than once per calendar year (although in no event shall the foregoing be construed to limit the Agent or its agents or representatives to one such examination and/or visit during such calendar year period with respect to such Seller Party, provided, that if the Agent or its agents or representatives fails to make any such examination and/or visit during any calendar year period, any Financial Institution or its agent or representatives may make such examination and/or visit in the Agent’s stead).

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Keeping and Marking of Records and Books.

The Servicers will (and will cause each Originator to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicers will (and will cause each Originator to) give the Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence.

Such Seller Party will (and will cause each Originator to) (A) on or prior to June 30, 2000 with respect to any Seller Party or Originator (other than GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, each Dean Entity, each Additional Entity, the New WhiteWave Entity, each New Entity, each New Dairy Group Entity, each New Dairy Group II Entity, Dairy Group II and WhiteWave), on or prior to June 28, 2001 with respect to GTL and Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, on or prior to December 21, 2001 with respect to any Seller Party or Originator that is a Dean Entity, on or prior to May 15, 2002 with respect to Dairy Group II, on or prior to November 20, 2003 with respect to any Originator that is an Additional Entity, on or prior to January 3, 2005 with respect to the New WhiteWave Entity, on and prior to March 30, 2004 with respect to WhiteWave and any Originator that is a New Entity, on or prior to July 20, 2007 with respect to any Originator that is a New Dairy Group Entity or a New Dairy Group II Entity and on or prior to December 31, 2008 with respect to Dean Dairy Holdings and Suiza Dairy, and on or prior to March 29, 2010, with respect to Morningstar Receivables, mark its master data processing records and other books and records relating to the Purchaser Interests with a legend, acceptable to the Agent, describing the Purchaser Interests and (B) upon the request of the Agent following the occurrence and during the continuance of an Amortization Event (x) mark each Writing or Contract with a legend describing the Purchaser Interests and (y) deliver to the Agent all Writings and Contracts (including, without limitation, all multiple originals of any such Writing or Contract) relating to the Receivables.

Compliance with Contracts and Credit and Collection Policies. Such Seller Party will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all material respects with its respective Credit and Collection Policy in regard to each Receivable and any related Contract.

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Performance and Enforcement of Receivables Sale Agreements. Each Seller will, and will require each Originator party thereto to, perform each of their respective obligations and undertakings under and pursuant to the Receivables Sale Agreement to which it is a party, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to such Seller under such Receivables Sale Agreement. Each Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agent and the Purchasers as assignees of Seller) under the Receivables Sale Agreement to which it is a party as the Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in such Receivables Sale Agreement.

Ownership. Each Seller will (or will cause each Originator to) take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections purchased under the Receivables Sale Agreement to which it is a party irrevocably in such Seller, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agent and the Purchasers (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect such Seller’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of such Seller therein as the Agent may reasonably request), and (ii) establish and maintain, in favor of the Agent, for the benefit of the Purchasers, a valid and perfected first priority undivided percentage ownership interest (and/or a valid and perfected first priority security interest) in all Receivables, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agent for the benefit of the Purchasers (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (for the benefit of the Purchasers) interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of the Agent for the benefit of the Purchasers as the Agent may reasonably request).

Purchasers’ Reliance. Each Seller acknowledges that the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon such Seller’s identity as a legal entity that is separate from the Originators. Therefore, from and after June 30, 2000 (or, May 15, 2002, in the case of Dairy Group II, March 30, 2004, in the case of WhiteWave and March 29, 2010, in the case of Morningstar Receivables), each Seller shall take all reasonable steps, including, without limitation, all steps that the Agent or any Purchaser may from time to time reasonably request, to maintain such Seller’s identity as a separate legal entity and to make it manifest to third parties that such Seller is an entity with assets and liabilities distinct from those of the Originators and any Affiliates thereof and not just a division of an Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, each Seller will:

conduct its own business in its own name and require that all fulltime employees of such Seller, if any, identify themselves as such and not as employees of any Originator or any Affiliate thereof (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as such Seller’s employees);

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compensate all employees, consultants and agents directly, from such Seller’s own funds, for services provided to such Seller by such employees, consultants and agents and, to the extent any employee, consultant or agent of such Seller is also an employee, consultant or agent of any Originator or any Affiliate thereof, allocate the compensation of such employee, consultant or agent between such Seller and Originator or such Affiliate, as applicable, on a basis that reflects the services rendered to such Seller and such Originator or such Affiliate, as applicable;

clearly identify its offices (by signage or otherwise) as its offices and, if such office is located in the offices of any Originator or any Affiliate thereof, allocate fairly any overhead for shared office space;

have a separate telephone number or extension, which will be answered only in its name and separate stationery, invoices and checks in its own name;

conduct all transactions with the Originators and the Servicers (including, without limitation, any delegation of its obligations hereunder as Servicers) strictly on an arm’s-length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between such Seller and each Originator (or any Affiliate thereof) on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use;

at all times have as its general partner a limited liability company having at least one Independent Manager;

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observe all corporate and/or limited partnership formalities as a distinct entity, and ensure that all corporate and/or limited partnership actions relating to (A) the selection, maintenance or replacement of the general partner, (B) the dissolution or liquidation of such Seller or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving Seller, are duly authorized by the Independent Manager of the general partner;

maintain such Seller’s books and records separate from those of each Originator and any Affiliate thereof and otherwise readily identifiable as its own assets rather than assets of such Originator and any Affiliate thereof;

prepare its financial statements separately from those of each Originator and insure that any consolidated financial statements of such Originator or any Affiliate thereof that include such Seller and that are filed with the Securities and Exchange Commission or any other governmental agency have notes clearly stating that such Seller is a separate corporate entity and that its assets will be available first and foremost to satisfy the claims of the creditors of such Seller;

except as herein specifically otherwise provided, maintain the funds or other assets of such Seller separate from, and not commingled with, those of any Originator or any Affiliate thereof and only maintain bank accounts or other depository accounts to which such Seller alone is the account party and from which such Seller alone (or the Agent hereunder) has the sole power to make withdrawals;

pay all of such Seller’s operating expenses from such Seller’s own assets (except for certain payments by the Originators or other Persons pursuant to allocation arrangements that comply with the requirements of this Section 7.1(i));

operate its business and activities such that: it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by this Agreement and the Receivables Sale

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Agreement to which it is a party (it being understood that Dairy Group, Dairy Group II, Morningstar Receivables and WhiteWave may enter into the transactions contemplated by the respective Demand Notes); and does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (1) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (2) the incurrence of obligations under this Agreement, (3) the incurrence of obligations, as expressly contemplated in the Receivables Sale Agreement to which it is a party, to make payment to each Originator thereunder for the purchase of Receivables from any Originator under such Receivables Sale Agreement, and (4) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement;

maintain its limited partnership agreement in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its limited partnership agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement; and (2) its limited partnership agreement, at all times that this Agreement is in effect, provides for not less than ten (10) days’ prior written notice to the Agent of the replacement or appointment of any director that is to serve as an Independent Manager for purposes of this Agreement and the condition precedent to giving effect to such replacement or appointment that the applicable Seller certify that the designated Person satisfied the criteria set forth in the definition herein of “Independent Manager” and the Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager;”

maintain the effectiveness of, and continue to perform under the Receivables Sale Agreement to which it is a party (and, in the case of Dairy Group, Dairy Group II, Morningstar Receivables and WhiteWave, the respective Demand Notes), such that it does not amend, restate, supplement, cancel, terminate or otherwise modify such Receivables Sale Agreement or the Demand Notes, or give any consent, waiver, directive or approval under such Receivables Sale Agreement or the Demand Notes, or waive

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any default, action, omission or breach under such Receivables Sale Agreement or under the Demand Notes, or otherwise grant any indulgence under such Receivables Sale Agreement or the Demand Notes, without (in each case) the prior written consent of the Agent and the Required Purchasers;

maintain its limited partnership separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary;

maintain at all times the Required Capital Amount (as defined in the Receivables Sale Agreement to which it is a party) and refrain from making any dividend, distribution, redemption of capital stock or partnership interest or payment of any subordinated indebtedness that would cause such Required Capital Amount to cease to be so maintained;

take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Locke Liddell & Sapp LLP, as counsel for such Seller, in connection with the closing or initial Incremental Purchase or initial Reinvestment under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

Collections. Such Seller Party will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to any Seller or any Affiliate of any Seller, such Seller will (except as otherwise specified in Section 8.2(b)) remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Agent and the Purchasers. Each Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each applicable Lock-Box and Collection Account and shall not grant the right to take dominion and control or grant “control” (within the meaning of Section 9-104 of the UCC

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of all applicable jurisdictions) of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Agent as contemplated by this Agreement.

Taxes. Such Seller Party will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing except, in the case of each Seller Party other than the Sellers, for taxes not yet due or that are being diligently contested in good faith by appropriate proceedings and that have been adequately reserved against in accordance with GAAP. Each Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of any Company, the Agent or any Financial Institution.

Payment to Originators. With respect to any Receivable purchased by any Seller from any Originator, such sale shall be effected under, and in strict compliance with the terms of, the Receivables Sale Agreement to which such Seller is a party, including, without limitation, the terms relating to the amount and timing of payments to be made to such Originator in respect of the purchase price for such Receivable.

Negative Covenants of The Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:

Name Change, Jurisdiction of Organization, Offices, Records and Books of Accounts. Such Seller Party will not change its name, identity, corporate or other organizational structure or jurisdiction of organization (within the meaning of Sections 9-503 and/or 9-507 of the UCC of all applicable jurisdictions) or relocate its chief executive office, principal place of business or any office where Records are kept unless it shall have: (i) given the Agent at least thirty (30) days’ prior written notice thereof and (ii) delivered to the Agent all financing statements, instruments and other documents requested by the Agent in connection with such change or relocation.

Change in Payment Instructions to Obligors. Except as may be required by Section 7.1(m) or by the Agent pursuant to Section 8.2(b), such Seller Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement acceptable to the Agent with respect to the new Collection Account or Lock-Box; provided, however, that the Servicers may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

Modifications to Writings, Contracts and Credit and Collection Policies. Such Seller Party will not, and will not permit any Originator to, make any change to such Originator’s Credit and Collection Policy that could materially (either individually or in the

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aggregate) adversely affect the collectibility of the Receivables or materially (either individually or in the aggregate) decrease the credit quality of any newly created Receivables. Except as provided in Section 8.2(d), the Servicers will not, and will not permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or the Writing or Contract related thereto other than in accordance with such Originator’s Credit and Collection Policy.

Sales, Liens. No Seller will sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to the Writing or Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Agent and the Purchasers provided for herein), and each Seller will defend the right, title and interest of the Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Seller or any Originator. No Seller will create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing or lease of which gives rise to any Receivable.

Net Receivables Balance. At no time prior to the Amortization Date shall any Seller permit the Net Receivables Balance to be less than an amount equal to the sum of (i) the Aggregate Capital plus (ii) the Aggregate Reserves.

Termination Date Determination. No Seller will designate the Termination Date (as defined in each Receivables Sale Agreement) under the Receivables Sale Agreement to which it is a party, or send any written notice to any Originator in respect thereof, without the prior written consent of the Agent and the Required Purchasers, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of such Receivables Sale Agreement.

Restricted Junior Payments. From and after the occurrence of any Amortization Event, no Seller will make any Restricted Junior Payment if, after giving effect thereto, such Seller would fail to meet its obligations set forth in Section 7.2(e).

Demand Notes. At no time shall (i) Dairy Group cause or permit the aggregate outstanding principal balance of its Demand Note to exceed $21,325,653, (ii) Dairy Group II cause or permit the aggregate outstanding principal balance of its Demand Note to exceed $13,181,876, (iii) Morningstar Receivables cause or permit the aggregate outstanding principal balance of its Demand Note to exceed $50,292,980, and (iv) WhiteWave cause or permit the aggregate outstanding balance of its Demand Note to exceed $3,000,000.

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ADMINISTRATION AND COLLECTION

Designation of Servicers. (d) The servicing, administration and collection of the Receivables shall be conducted by such Person or Persons (each such Person, a “Servicer”) so designated from time to time in accordance with this Section 8.1. Each of WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, each Dean Entity, each Additional Entity, the New WhiteWave Entity and each New Entity is hereby designated as, and hereby agrees to perform the duties and obligations of, Servicer pursuant to the terms of this Agreement with respect to the Receivables originated by such entity. The Agent may, and at the direction of the Required Purchasers shall, at any time following an Amortization Event, designate as Servicer any Person to succeed WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, any Dean Entity, any Additional Entity, the New WhiteWave Entity or any New Entity, or any successor Servicer.

Without the prior written consent of the Agent and the Required Purchasers, neither WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, any Dean Entity, any Additional Entity, the New WhiteWave Entity nor any New Entity shall be permitted to delegate any of its duties or responsibilities as Servicer to any Person other than (i) a Seller and (ii) with respect to certain Charged Off Receivables, outside collection agencies in accordance with its customary practices. No Seller shall be permitted to further delegate to any other Person any of the duties or responsibilities of a Servicer delegated to it by WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, any Dean Entity, any Additional Entity, the New WhiteWave Entity or any New Entity. If at any time following an Amortization Event the Agent shall designate as Servicer any Person other than WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, any Dean Entity, any Additional Entity, the New WhiteWave Entity or any New Entity, all duties and responsibilities theretofore delegated by WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, any Dean Entity, any Additional Entity, the New WhiteWave Entity or any New Entity to any Seller may, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, any Dean Entity, any Additional Entity, the New WhiteWave Entity or any New Entity, as applicable, and to the Administrative Seller.

Notwithstanding the foregoing subsection (b), (i) each of WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, each Dean Entity, each Additional Entity, the New WhiteWave Entity and each New Entity shall be and remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all of its duties and responsibilities as a Servicer hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, each Dean Entity, each Additional

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Entity, the New WhiteWave Entity and each New Entity in matters relating to the discharge by a Servicer of its duties and responsibilities hereunder. The Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, each Dean Entity, each Additional Entity, the New WhiteWave Entity or each New Entity in order for communication to a Servicer and its subservicer or other delegate with respect thereto to be accomplished. Each of WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, each Dean Entity, each Additional Entity, the New WhiteWave Entity and each New Entity, at all times that it is a Servicer, shall be responsible for providing any subservicer or other delegate of a Servicer with any notice given to a Servicer under this Agreement.

Duties of Servicer. (e) Each Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable originated by such entity from time to time, all in accordance in all material respects with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance in all material respects with the applicable Originator’s Credit and Collection Policy.

Each Servicer will instruct all Obligors to pay all Collections with respect to the Receivables originated by such entity directly to a Lock-Box or Collection Account; provided, however, that to the extent that the Originator (other than a Local Originator) of the Receivable giving rise to such Collections, as applicable, currently permits the Obligor of such Receivable to pay such Collections to a local employee of such Originator, as applicable, such Servicer will insure that such local employees remit such Collections to a local depository account no less frequently than weekly, and within two (2) Business Days of such local employee’s deposit of such Collections, such Servicer will cause such Collections to be deposited directly to a Lock-Box or Collection Account. With respect to payments relating to Receivables that are remitted directly to any Servicer, such Servicer will remit such payments (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such Servicer will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Agent and the Purchasers. Each Servicer shall effect a Collection Account Agreement substantially in the form of Exhibit VI with each bank party to a Collection Account at any time. Prior to the delivery of any Collection Notice to any Collection Bank, in the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the applicable Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security (which identification shall occur no later than two (2) Business Days after such amounts are received therein), such Servicer shall promptly (and, in any event, no later than one (1) Business Day after such identification) remit such items to the Person identified to it as being the owner of such remittances and cause such amounts to be removed from such Lock-Box or Collection Account. From and after the date the Agent delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the Agent may request that the Servicers, and the Servicers thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by

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the Agent and, at all times thereafter, each Seller and the Servicers shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections.

The Servicers shall administer the Collections with respect to the Receivables originated by each such entity in accordance with the procedures described herein and in Article II. The Servicers shall set aside and hold in trust for the account of Seller and the Purchasers their respective shares of the Collections in accordance with Article II. The Servicers shall, upon the request of the Agent, segregate, in a manner acceptable to the Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of each of the Servicers or the Sellers prior to the remittance thereof in accordance with Article II. If the Servicers shall be required to segregate Collections pursuant to the preceding sentence, the Servicers shall segregate and deposit with a bank designated by the Agent such allocable share of Collections of Receivables set aside for the Purchasers on the second Business Day following receipt by any Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

The Servicers may, in accordance with the applicable Originator’s Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicers determine to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Charged-Off Receivable or limit the rights of the Agent or the Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of an Amortization Event and until such time as the Aggregate Unpaids have been indefeasibly paid in full, the Agent shall have the absolute and unlimited right to direct the Servicers to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.

The Servicers shall hold in trust for the Sellers and the Purchasers all Records that (i) evidence or relate to the Receivables, the related Writings and Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as reasonably practicable upon demand of the Agent, deliver or make available to the Agent all such Records, at a place selected by the Agent. The Servicers shall, as soon as reasonably practicable following receipt thereof turn over to the Sellers any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicers shall, from time to time at the request of any Purchaser, furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside for the Purchasers pursuant to Article II.

Any payment by an Obligor in respect of any indebtedness owed by it to any Originator or any Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

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Collection Notices. The Agent is authorized at any time to date and to deliver to the Collection Banks the Collection Notices. Each Seller hereby agrees that, effective when the Agent delivers such notice, the Agent (for the benefit of the Purchasers) shall have exclusive ownership and sole “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of each Lock-Box, the Collection Accounts and the amounts on deposit therein. In case any authorized signatory of any Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Each Seller hereby authorizes the Agent, and agrees that the Agent shall be entitled to (i) endorse such Seller’s name on checks and other instruments representing Collections, (ii) enforce the Receivables, the related Writings and Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Agent rather than the Sellers or any Servicer.

Responsibilities of the Sellers. Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicers, the Originators or any Seller from any of their duties or obligations with respect to any Receivables or under the related Writings or Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Writings or Contracts, nor shall any of them be obligated to perform the obligations of any Seller.

Reports. The Servicers shall prepare and forward to the Agent and each Financial Institution (i) on the 20^th calendar day of each month and at such times as the Agent or the Required Purchasers shall request, a Monthly Report and (ii) at such times as the Agent or the Required Purchasers shall request, a listing by Obligor of all Receivables together with an aging of such Receivables. In addition, during any time when the long-term debt rating of Provider is rated Ba3 or lower by Moody’s Investors Service, Inc. and BB- or lower by Standard & Poor’s Ratings Group, the Servicers shall prepare and forward to the Agent and each Financial Institution on Wednesday of each calendar week, an abbreviated Monthly Report in a form acceptable to the Agent (each such report, a “Weekly Report”) with respect to and as of the end of the immediately preceding calendar weekEach Servicer may additionally submit Daily Reports or Weekly Reports, each to be submitted at times agreed upon by the Agent and the Provider, which may result in a corresponding increase in the Maximum Purchaser Interest Percentage to the extent set forth in Section 2.6(b).

Servicing Fees. In consideration of each of WhiteWave Foods’, Country Fresh’s, Land-O-Sun’s, Southern Foods’, GTL’s, Tuscan Dairies’, Dean Dairy Holdings’, Suiza Dairy’s, each Dean Entity’s, each Additional Entity’s, the New WhiteWave Entity’s and each New Entity’s agreement to each act as a Servicer hereunder, the Purchasers hereby agree that, so long as each of WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, each Dean Entity, each Additional Entity, the New WhiteWave Entity and each New Entity shall continue to perform as a Servicer hereunder, Seller shall pay over to WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, each Dean Entity, each Additional Entity, the New WhiteWave Entity and each New Entity collectively, a fee (the “Servicing Fee”) on each Settlement Date (other than a Settlement

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Date relating to a CP (Tranche) Accrual Period) for the immediately preceding Settlement Period equal to 1% (one percent) of the lesser of the (a) the average Net Receivables Balance during such Settlement Period and (b) the average Capital of all Receivables during such period, as compensation for its servicing activities. Such Servicing Fee shall be allocated among WhiteWave Foods, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, Dean Dairy Holdings, Suiza Dairy, each Dean Entity, each Additional Entity, the New WhiteWave Entity and each New Entity as such parties shall mutually determine.

AMORTIZATION EVENTS

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:

Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c)(second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this paragraph (a)) and such failure shall continue for five (5) consecutive Business Days.

Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made.

Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy,

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insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).

Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day.

(i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 7.754.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 42.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 3.002.50%.

A Change of Control shall occur.

(i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.

The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement).

This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.

Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.

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(f) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager.”

(g) Provider shall fail to own, free and clear of any Adverse Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC.

Provider shall fail to own, free and clear of any Adverse Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables GP II, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Dean Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP II, LLC.

Provider shall fail to own, free and clear of any Adverse Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of WhiteWave and 99.9% of the partnership interests of WhiteWave, or WhiteWave Receivables GP, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement), 100% of the general partnership interests of WhiteWave and 0.1% of the partnership interests of WhiteWave, or Provider and WhiteWave Foods shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of WhiteWave Receivables GP, LLC.

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Provider shall fail to own, free and clear of any Adverse Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Morningstar Receivables and 99.9% of the partnership interests of Morningstar Receivables, or Morningstar Receivables GP, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement), 100% of the general partnership interests of Morningstar Receivables and 0.1% of the partnership interests of Morningstar Receivables, or Provider and Dean Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Morningstar Receivables GP, LLC.

Interest Coverage Ratio. The Interest Coverage Ratio, determined for any period of four consecutive fiscal quarters ending on or about any date during any period set forth below, shall be less than the ratio set forth below opposite such period:

Period	Interest Coverage Ratio
Effective Date4/02/07 – 9/30/2008	2.25 to 1.00
12/31/2008 – 9/30/2009	2.50 to 1.00
12/31/2009 – 9/30/2010	2.75 to 1.00
12/31/2010 and thereafter	3.00 to 1.00

Leverage Ratio. The Leverage Ratio, determined for any period of four consecutive fiscal quarters ending on or about any date during any period set forth below, shall be greater than the ratio set forth below opposite such period:

Period	Leverage Ratio
Amendment Effective Date – 93/3031/20072011	6.505.50 to 1.00
12/31/2007 – 9/30/2008	6.25 to 1.00
12/31/2008 – 9/30/2009	5.75 to 1.00
12/31/20096/30/2011 – 9/30/20102012	5.00 to 1.00
12/31/20102012 and thereafter	4.50 to 1.00

Minimum Available Revolving Commitment. For each of the months of January, February, May, June and July of each fiscal year, if the Leverage Ratio for such month is greater than 4.25 to 1.00 (each such month, a “Subject Month”), the Provider shall fail to maintain an Available Revolving Commitment (as defined in the Dean Credit Agreement) at all times during such Subject Month of at least $50,000,000.00 under the Dean Credit Agreement; unless, at all times any such failure is continuing with respect to any Subject Month, the Servicers shall prepare and forward to the Agent and each Financial Institution a Weekly Report for each week during such Subject Month.

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Remedies. Upon the occurrence and during the continuation of an Amortization Event, the Agent may, or upon the direction of the Required Purchasers shall, take any of the following actions: (i) replace any Person then acting as Servicer, (ii) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller Party; provided, however, that (A) upon the occurrence of an Amortization Event described in Section 9.1(d)(ii), or of an actual or deemed entry of an order for relief with respect to any Seller Party under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Seller Party and (B) upon the occurrence of an Amortization Event described in Section 9.1(a), 9.1(d) or 9.1(e), by three (3) Business Days’ notice to the Agent, each other Purchaser and the Administrative Seller, the affected Financial Institution in the case of a Section 9.1(a) Amortization Event and any Financial Institution in the case of a Section 9.1(d) or 9.1(e) Amortization Event may terminate its Commitment hereunder whereupon such Financial Institution shall be deemed to be a “Terminating Financial Institution” for the purposes hereof, (iii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any of the Aggregate Unpaids outstanding at such time, (iv) deliver the Collection Notices to the Collection Banks, (v) notify Obligors of the Purchasers’ interest in the Receivables, and (vi) notify Provider of the Purchaser’s interest in the Demand Notes, make demand for any and all payments due thereunder and direct that such payments be made directly to the Agent or its designee. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Agent and the Purchasers otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

INDEMNIFICATION

Indemnities by the Seller Parties. Without limiting any other rights that the Agent, any Purchaser, any Funding Source or any of their respective Affiliates may have hereunder or under applicable law, (A) each Seller hereby agrees to indemnify (and pay upon demand to) the Agent, each Purchaser, each Funding Source and their respective Affiliates, assigns, officers, directors and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of any Indemnified Party) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, or the use of the proceeds of any purchase hereunder, or the acquisition, funding or ownership, either directly or indirectly, by a Purchaser or a Funding Source of a Purchaser Interest or of an interest in the Receivables, or any Receivable or any Contract or any Writing, or any action of any Seller Party, any Originator or any Affiliate of any of the foregoing and (B) the Servicers hereby agree to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of any Servicer’s activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

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Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

franchise taxes and taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by the Purchasers of Purchaser Interests as a loan or loans by the Purchasers to the Sellers secured by the Receivables, the Related Security, the Collection Accounts and the Collections;

provided, however, that nothing contained in this sentence shall limit the liability of any Seller Party or limit the recourse of the Purchasers to any Seller Party for amounts otherwise specifically provided to be paid by such Seller Party under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, each Seller shall indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to any Seller or any Servicer) relating to or resulting from:

(i) any representation or warranty made by any Seller Party or any Originator in its capacity as seller under any Receivables Sale Agreement (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

the failure by any Seller, any Servicer, any Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Writing or Contract related thereto, or the nonconformity of any Receivable or Writing or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to the Writing or Contract;

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any failure of any Seller, any Servicer, any Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Writing or Contract or any Receivable;

any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Writing or Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

the commingling of Collections of Receivables at any time with other funds;

any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of an Incremental Purchase or a Reinvestment, the ownership of the Purchaser Interests or any other investigation, litigation or proceeding relating to any Seller, any Servicer, any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

any Amortization Event described in Section 9.1(d);

any failure of any Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from the applicable Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of any Seller to give reasonably equivalent value to applicable Originator under the Receivables Sale Agreement to which it is a party in consideration of the transfer thereunder by such Originator of any Receivable or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

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any failure to vest and maintain vested in the Agent for the benefit of the Purchasers, or to transfer to the Agent for the benefit of the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Purchaser Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents);

the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Incremental Purchase or Reinvestment or at any subsequent time;

any action or omission by any Seller Party that reduces or impairs the rights of the Agent or the Purchasers with respect to any Receivable or the value of any such Receivable;

any attempt by any Person to void any Incremental Purchase or Reinvestment hereunder under statutory provisions or common law or equitable action; and

the failure of any Receivable included in the calculation of the Net Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so included.

Increased Cost and Reduced Return.

(a) If any Regulatory Change (i) subjects any Purchaser or any Funding Source to any charge or withholding on or with respect to any Funding Agreement or this Agreement or a Purchaser’s or Funding Source’s obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for changes in the rate of tax on the overall net income of a Purchaser or Funding Source or taxes excluded by Section 10.1) or (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding Source or a Purchaser, or credit extended by a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement or (iii) imposes any other condition the result of which is to increase the cost to a Funding Source or a Purchaser of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on a Funding Source’s or Purchaser’s capital as a consequence of its obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by a Funding Source or a Purchaser under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the

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amount of interests or loans held or interest received by it, then, upon demand by the Agent, the Sellers shall pay to the Agent, for the benefit of the relevant Funding Source or Purchaser, such amounts charged to such Funding Source or Purchaser or such amounts to otherwise compensate such Funding Source or such Purchaser for such increased cost or such reduction. The term “Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein after the date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, or (iii) the compliance, whether commenced prior to or after the date hereof, by any Funding Source or Purchaser with the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, or any rules or regulations promulgated in connection therewith by any such agency.

(b) A certificate of the applicable Purchaser or Funding Source setting forth the amount or amounts necessary to compensate such Purchaser or Funding Source pursuant to paragraph (a) of this Section 10.2 shall be delivered to the Sellers and shall be conclusive absent manifest error. The Sellers shall pay such Purchaser or Funding Source the amount as due on any such certificate on the next Settlement Date following receipt of such notice.

(c) If any Purchaser or any Funding Source has or anticipates having any claim for compensation from the Seller pursuant to clause (iii) of the definition of Regulatory Change appearing in paragraph (a) of this Section 10.2, and such Purchaser or Funding Source believes that having the facility publicly rated by one credit rating agency would reduce the amount of such compensation by an amount deemed by such Purchaser or Funding Source to be material, such Purchaser or Funding Source shall provide written notice to the Sellers and the Servicer (a “Ratings Request”) that such Purchaser or Funding Source intends to request a public rating of the facility from one credit rating agency selected by such Purchaser or Funding Source and reasonably acceptable to the Sellers, of at least “A” or its equivalent (the “Required Rating”). The Sellers and the Servicer agree that they shall cooperate with such Purchaser’s or Funding Source’s efforts to obtain the Required Rating, and shall provide the applicable credit rating agency (either directly or through distribution to the Agent, Purchaser or Funding Source), any information requested by such credit rating agency for purposes of providing and monitoring the Required Rating. The Purchasers shall pay the initial fees payable to the credit rating agency for providing the rating and the Sellers shall pay all ongoing fees payable to the credit rating agency for their continued monitoring of the rating. Nothing in this Section 10.2(c) shall preclude any Purchaser or Funding Source from demanding compensation from the Seller pursuant to Section 10.2(a) hereof at any time and without regard to whether the Required Rating shall have been obtained, or shall require any Purchaser or Funding Source to obtain any rating on the facility prior to demanding any such compensation from the Sellers.

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Other Costs and Expenses. Each Seller shall reimburse the Agent and each Purchaser on demand for all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s auditors auditing the books, records and procedures of any Seller Party, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser and the Agent (which such counsel may be employees of any Purchaser or the Agent) with respect thereto and with respect to advising any Purchaser or the Agent as to their respective rights and remedies under this Agreement. Each Seller shall reimburse the Agent on demand for any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Each Seller shall reimburse each Company on demand for all other costs and expenses incurred by such Company (“Other Costs”), including, without limitation, the cost of auditing such Company’s books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company or any counsel for any shareholder of such Company with respect to advising such Company or such shareholder as to matters relating to such Company’s operations.

Allocations. Each Company shall allocate the liability for Other Costs among the Sellers and other Persons with whom such Company has entered into agreements to purchase interests in receivables (“Other Sellers”). If any Other Costs are attributable to the Sellers and not attributable to any Other Seller, the Sellers shall be solely liable for such Other Costs. However, if Other Costs are attributable to Other Sellers and not attributable to the Sellers, such Other Sellers shall be solely liable for such Other Costs. All allocations to be made pursuant to the foregoing provisions of this Article X shall be made by the applicable Company in its sole discretion and shall be binding on the Sellers and the Servicers.

Accounting Based Consolidation Event. Upon demand by the Agent, the Sellers shall pay to the Agent, for the benefit of the relevant Funding Source, such amounts as such Funding Source reasonably determines will compensate or reimburse such Funding Source for any (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Funding Source, (ii) reduction in the rate of return on such Funding Source’s capital or reduction in the amount of any sum received or receivable by such Funding Source or (iii) internal capital charge or other imputed cost determined by such Funding Source to be allocable to the Sellers or the transactions contemplated in this Agreement, in each case resulting from or in connection with the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of Company or, if applicable, its related commercial paper issuer, that are subject to this Agreement or any other Transaction Document with all or any portion of the assets and liabilities of a Funding Source. Amounts under this Section 10.5 may be demanded at any time without

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regard to the timing of issuance of any financial statement by the Conduit or by any Funding Source. A certificate of the Funding Source setting forth the amount or amounts necessary to compensate such Funding Source pursuant to this Section 10.5 shall be delivered to the Sellers and shall be conclusive absent manifest error. The Sellers shall pay such Funding Source the amount as due on any such certificate on the next Settlement Date following receipt of such notice.

Required Ratings. The Agent shall have the right at any time to request that a public rating of the Facility of at least “A” or its equivalent (the “Required Rating”) be obtained from one credit rating agency acceptable to the Agent . Each of the Sellers and the Servicer agree that they shall cooperate with the Agent’s efforts to obtain the Required Rating, and shall provide the Agent, for distribution to the applicable credit rating agency, any information requested by such credit rating agency for purposes of providing the Required Rating. Any such request (a “Ratings Request”) shall be in writing, and if the Required Rating is not obtained within 60 days following the date of such Ratings Request (unless the failure to obtain the Required Rating is solely the result of the Agent’s failure to provide the credit rating agency with sufficient information to permit the credit rating agency to perform its analysis, and is not the result of the Sellers’ or the Servicer’s failure to cooperate or provide sufficient information to the Agent), (i) upon written notice by the Agent to the Sellers, which notice shall be given no less than 60 days following such failure to obtain the Required Rating, the Amortization Date shall occur, and (ii) outstanding Capital shall thereafter incur the Default Fee. The Purchasers shall pay the initial fees payable to the credit rating agency for providing the Required Rating, and the Sellers shall pay all ongoing fees payable to the credit rating agency for its continued monitoring of the Required Rating.

THE AGENT

Authorization and Action. Each Purchaser hereby designates and appoints JPMorgan to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any of such Seller Party’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

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Delegation of Duties. The Agent may execute any of its duties under this Agreement and each other Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Exculpatory Provisions. Neither the Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction Document (except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Purchasers for any recitals, statements, representations or warranties made by any Seller Party contained in this Agreement, any other Transaction Document or any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or any other Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of any Seller Party to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Seller Parties. The Agent shall not be deemed to have knowledge of any Amortization Event or Potential Amortization Event unless the Agent has received notice from a Seller or a Purchaser.

Reliance by Agent. The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it 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 Sellers), independent accountants and other experts selected by the Agent. The Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Required Purchasers or all of the Purchasers, as applicable, as it deems appropriate and it shall first be indemnified to its satisfaction by the Financial Institutions, provided that unless and until the Agent shall have received such advice, the Agent may take or refrain from taking any action, as the Agent shall deem advisable and in the best interests of the Purchasers. The Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Required Purchasers or all of the Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers.

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Non-Reliance on Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither the Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including, without limitation, any review of the affairs of any Seller Party, shall be deemed to constitute any representation or warranty by the Agent. Each Purchaser represents and warrants to the Agent that it has and will, independently and without reliance upon the Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of any Seller and made its own decision to enter into this Agreement, the other Transaction Documents and all other documents related hereto or thereto.

Reimbursement and Indemnification. The Financial Institutions agree to reimburse and indemnify the Agent and its officers, directors, employees, representatives and agents, ratably based on the ratio of each Financial Institution’s Commitment to the aggregate Commitment, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Agent, acting in its capacity as Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Agent, in its capacity as Agent and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents; provided that the Agent shall not be entitled to any indemnity or reimbursement under this Section 11.6 for any expenses resulting from the gross negligence or willful misconduct of the Agent, as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction.

Agent in Its Individual Capacity. The Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Seller or any Affiliate of any Seller as though the Agent were not the Agent hereunder. With respect to the acquisition of Purchaser Interests pursuant to this Agreement, the Agent shall have the same rights and powers under this Agreement in its individual capacity as any Purchaser and may exercise the same as though it were not the Agent, and the terms “Financial Institution,” “Related Financial Institution,” “Purchaser,” “Financial Institutions,” “Related Financial Institutions,” and “Purchasers” shall include the Agent in its individual capacity.

Successor Agent. The Agent may, upon five days’ notice to the Administrative Seller and the Purchasers, and the Agent will, upon the direction of all of the Purchasers (other than the Agent, in its individual capacity) resign as Agent. If the Agent shall resign, then the Required Purchasers during such five-day period shall appoint, with the consent of the Administrative Seller, such consent not to be unreasonably withheld or delayed, from among the Purchasers a successor agent. If for any reason no successor Agent is appointed by the Required Purchasers during such five-day period, then effective upon the termination of such five day period, the Purchasers shall perform all of the duties of the Agent hereunder and under the other Transaction Documents and the Sellers and the Servicers (as applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with the Purchasers. After the effectiveness of any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under

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the other Transaction Documents and the provisions of this Article XI and Article X shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Transaction Documents.

ASSIGNMENTS; PARTICIPATIONS

Assignments. (h) Each Seller Party, the Agent and each Purchaser hereby agree and consent to the complete or partial assignment by any Company of all or any portion of its rights under, interest in, title to and obligations under this Agreement to any Funding Source pursuant to any Funding Agreement or to any other Person, and upon such assignment, such Company shall be released from its obligations so assigned. Further, each Seller Party, the Agent and each Purchaser hereby agree that any assignee of any Company of this Agreement or of all or any of the Purchaser Interests of any Company shall have all of the rights and benefits under this Agreement as if the term “Company” explicitly referred to and included such party (provided that (i) the Purchaser Interests of any such assignee that is a Company or a commercial paper conduit shall accrue CP Costs based on such Company’s Company Costs or on such commercial paper conduit’s cost of funds, respectively, and (ii) the Purchaser Interests of any other such assignee shall accrue Yield pursuant to Section 4.1), and no such assignment shall in any way impair the rights and benefits of any Company hereunder. Neither any Seller nor any Servicer shall have the right to assign its rights or obligations under this Agreement.

Any Financial Institution may at any time and from time to time assign to one or more Persons (“Purchasing Financial Institutions”) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (the “Assignment Agreement”) executed by such Purchasing Financial Institution and such selling Financial Institution. The consent of the Company in such selling Financial Institution’s Purchaser Group and the consent of the Administrative Seller shall be required prior to the effectiveness of any such assignment; provided, however, that in the event the Administrative Seller fails to consent to any proposed Purchasing Financial Institution during the thirty (30) day period following the Administrative Seller’s initial receipt of a request for its consent to any such assignment, only the consent of the Company in such selling Financial Institution’s Purchaser Group shall thereafter be required with respect to any such assignment. Each assignee of a Financial Institution must (i) have a short-term debt rating of A-1 or better by Standard & Poor’s Ratings Group and P-1 by Moody’s Investor Service, Inc. and (ii) agree to deliver to the Agent, promptly following any request therefor by the Agent or the Company in such selling Financial Institution’s Purchaser Group, an enforceability opinion in form and substance satisfactory to the Agent and such Company (such opinion may be delivered by in-house counsel of such assignee). Upon delivery of the executed Assignment Agreement to the Agent, such selling Financial Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution (including, without limitation, the applicable obligations of a Related Financial Institution) under this Agreement to the same extent as if it were an original party hereto and no further consent or action by any Seller, the Purchasers or the Agent shall be required.

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Each of the Financial Institutions agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by Standard & Poor’s Ratings Group and P-1 by Moody’s Investor Service, Inc. (or, solely in the case of CLNY, a short-term debt rating of A-2 or better by Standard & Poor’s Ratings Group and P-2 by Moody’s Investor Service, Inc.) (an “Affected Financial Institution”), such Affected Financial Institution shall be obliged, at the request of the Company in such Affected Financial Institution’s Purchaser Group or the Agent, to assign all of its rights and obligations hereunder to (x) another Financial Institution in such Affected Financial Institution’s Purchaser Group or (y) another funding entity nominated by the Agent and acceptable to the Company in such Affected Financial Institution’s Purchaser Group, and willing to participate in this Agreement through the Liquidity Termination Date in the place of such Affected Financial Institution; provided that the Affected Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Financial Institution’s Pro Rata Share of the Aggregate Capital and Yield owing to the Financial Institutions in such Affected Financial Institution’s Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Affected Financial Institution’s Purchaser Group.

Participations. Any Financial Institution may, in the ordinary course of its business at any time sell to one or more Persons (each a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group or any other interest of such Financial Institution hereunder. Notwithstanding any such sale by a Financial Institution of a participating interest to a Participant, such Financial Institution’s rights and obligations under this Agreement shall remain unchanged, such Financial Institution shall remain solely responsible for the performance of its obligations hereunder, and each Seller, each Company and the Agent shall continue to deal solely and directly with such Financial Institution in connection with such Financial Institution’s rights and obligations under this Agreement. Each Financial Institution agrees that any agreement between such Financial Institution and any such Participant in respect of such participating interest shall not restrict such Financial Institution’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 14.1(b)(i).

Federal Reserve. Any Financial Institution may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any Purchaser Interest and any rights to payment of Capital and Yield) under this Agreement to secure obligations of such Financial Institution to a Federal Reserve Bank, and this Section shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Financial Institution from any of its obligations hereunder, or substitute any such pledgee or grantee for such Financial Institution as a party hereto.

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INTENTIONALLY OMITTED

MISCELLANEOUS

Waivers and Amendments. (a) No failure or delay on the part of the Agent or any Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). Each Company, each Seller and the Agent, at the direction of the Required Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that with respect to any modification or waiver, the Rating Agencies then rating the commercial paper notes of the Rabo Company, the SunTrust Company and the CL Company shall have confirmed that the ratings of the commercial paper notes of the Rabo Company, the SunTrust Company and the CL Company will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall:

without the consent of each affected Purchaser, (A) extend the Liquidity Termination Date or the date of any payment or deposit of Collections by any Seller or any Servicer, (B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any component of Yield or CP Costs), (C) reduce any fee payable to the Agent for the benefit of the Purchasers, (D) except pursuant to Article XII hereof, change the amount of the Capital of any Purchaser, any Financial Institution’s Pro Rata Share, any Company’s Pro Rata Share, any Financial Institution’s Commitment or any Company’s Company Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6), (E) amend, modify or waive any provision of the definition of Required Purchasers or this Section 14.1(b), (F) consent to or permit the assignment or transfer by any Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Eligible Receivable,” “Loss Reserve,” “Yield and Servicer Reserve,” “Default Ratio,” “Delinquency Ratio,” “Dilution Reserve,” or “Dilution Ratio” or amend or modify Section 9.1(f) or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

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without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent.

Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, but with the consent of the Administrative Seller, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Purchasers and each Company may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of any Seller Party, provided that such amendment has no negative impact upon such Seller Party and provided further that the Rating Agencies then rating the commercial paper notes of the Rabo Company, the SunTrust Company and the CL Company shall have confirmed that the ratings of the commercial paper notes of the Rabo Company, the SunTrust Company and the CL Company will not be downgraded or withdrawn as a result of such amendments. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon each Seller Party, the Purchasers and the Agent.

Notices. Except as provided in this Section 14.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on Schedule E hereto or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 14.2. Each Seller hereby authorizes the Agent and the Purchasers to effect purchases and, selections of CP (Tranche) Accrual Periods, Tranche Periods and Discount Rates based on telephonic notices made by any Person whom the Agent or applicable Purchaser in good faith believes to be acting on behalf of such Seller. Each Seller agrees to deliver promptly to the Agent and each applicable Purchaser a written confirmation of each telephonic notice signed by an authorized officer of such Seller; provided, however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Agent or applicable Purchaser, the records of the Agent or applicable Purchaser shall govern absent manifest error.

Ratable Payments. If any Purchaser, whether by setoff or otherwise, has payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers so that after such purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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Protection of Ownership Interests of the Purchasers. (a) Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or reasonably desirable, or that the Agent may request, to perfect, protect or more fully evidence the Purchaser Interests, or to enable the Agent or the Purchasers to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, each Seller will, upon the request of the Agent or the Required Purchasers, execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments and documents, that may be necessary or desirable, or that the Agent may reasonably request, to perfect, protect or evidence such Purchaser Interests. At any time after the occurrence and during the continuation of an Amortization Event, the Agent may, or the Agent may direct any Seller or any Servicer to, notify the Obligors of Receivables, at the Sellers’ expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Agent or its designee. The Sellers or the Servicers (as applicable) shall, at any Purchaser’s request, withhold the identity of such Purchaser in any such notification.

(b) If any Seller Party fails to perform any of its obligations hereunder, the Agent or any Purchaser may (but shall not be required to) perform, or cause performance of, such obligations, and the Agent’s or such Purchaser’s costs and expenses incurred in connection therewith shall be payable by the Sellers as provided in Section 10.3. Each Seller Party irrevocably authorizes the Agent at any time and from time to time in the sole discretion of the Agent, and appoints the Agent as its attorney-in-fact, to act on behalf of such Seller Party (i) to execute on behalf of any Seller as debtor and to file financing or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Purchasers in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Purchasers in the Receivables. The financing statements described in this Section 14.4(b) may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its sole and absolute discretion, is necessary, advisable or prudent to ensure the perfection and priority of the interests of the Purchasers in the Receivables, the Related Security and the Collections, and of the security interest granted hereunder, including, without limitation, describing such property as “all assets” or “all personal property” or “all assets, whether now owned or hereafter acquired” or “all personal property of the debtor, whether now owned or hereafter acquired”. This appointment is coupled with an interest and is irrevocable. The authorization set forth in the second sentence of this Section 14.4(b) is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the UCC, including, without limitation, Section 9-509 thereof.

Confidentiality. (a) Each Seller Party and each Purchaser shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the Agent and each

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Purchaser and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Seller Party and such Purchaser and its officers and employees may disclose such information to such Seller Party’s and such Purchaser’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b) Anything herein to the contrary notwithstanding, each Seller Party hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Agent, the Financial Institutions or the Companies by each other, (ii) by the Agent or the Purchasers to any prospective or actual assignee or participant of any of them and (iii) by the Agent or any Purchaser to any rating agency, Funding Source, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Company or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which JPMorgan, Rabobank, the SunTrust Company Agent or CLNY acts as the administrative agent and to any officers, directors, employees, outside accountants, advisors and attorneys of any of the foregoing. In addition, the Purchasers (and credit enhancers to the Purchasers) and the Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law). Notwithstanding any other express or implied agreement to the contrary, the parties agree and acknowledge that each of them and each of their employees, representatives, and other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure, except to the extent that confidentiality is reasonably necessary to comply with U.S. federal or state securities laws. For purposes of this paragraph, the terms “tax treatment” and “tax structure” have the meanings specified in Treasury Regulation Section 1.6011-4(c).

Bankruptcy Petition. Each Seller, the Servicers, the Agent, each Financial Institution and each Company (except with respect to itself) hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any Funding Source that is a special purpose bankruptcy remote entity or of any Company, it will not institute against, or join any other Person in instituting against, any such entity or any Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Limitation of Liability. Except with respect to any claim arising out of the willful misconduct or gross negligence of any Company, the Agent or any Financial Institution, no claim may be made by any Seller Party or any other Person against any Company, the Agent or any Financial Institution or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Seller Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

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CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Integration; Binding Effect; Survival of Terms.

This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until

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terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement that are 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. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

JPMorgan Roles. Each of the Purchasers acknowledges that JPMorgan acts, or may in the future act, (i) as administrative agent for the JPMorgan Company or any Financial Institution in the JPMorgan Company’s Purchaser Group, (ii) as issuing and paying agent for certain Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for certain Commercial Paper and (iv) to provide other services from time to time for the JPMorgan Company or any Financial Institution in the JPMorgan Company’s Purchaser Group (collectively, the “JPMorgan Roles”). Without limiting the generality of this Section 14.13, each Purchaser hereby acknowledges and consents to any and all JPMorgan Roles and agrees that in connection with any JPMorgan Role, JPMorgan may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for the JPMorgan Company.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to any Seller; provided, however, that (i) each Seller shall be liable to each Purchaser and the Agent for all representations, warranties, covenants and indemnities made by such Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Agent or any assignee thereof of any obligation of any Seller or any Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Writings or Contracts, or any other obligations of any Seller or any Originator.

(b) In addition to any ownership interest that the Agent may from time to time acquire pursuant hereto, each Seller hereby grants to the Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of such Seller’s right,

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title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

Withholding. Any Purchaser that is not incorporated under the laws of the United States of America, or a state thereof, agrees to deliver to the Agent (with copies to Seller) two duly completed copies of United States Internal Revenue Service Forms W-8BEN or W-8ECI, certifying in either case that such Purchaser is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes.

[Intentionally Omitted]

Confirmation and Ratification of Terms.

Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other Transaction Document, and any document, instrument or agreement executed and/or delivered in connection with the Original Agreement or any other Transaction Document, shall mean and be a reference to this Agreement.

The other Transaction Documents and all agreements, instruments and documents executed or delivered in connection with the Original Agreement or any other Transaction Document shall each be deemed to be amended to the extent necessary, if any, to give effect to the provisions of this Agreement, as the same may be amended, modified, supplemented or restated from time to time.

The effect of this Agreement is to amend and restate the Original Agreement in its entirety, and to the extent that any rights, benefits or provisions in favor of the Agent or any Purchaser existed in the Original Agreement and continue to exist in this Agreement without any written waiver of any such rights, benefits or provisions prior to the date hereof, then such rights, benefits or provisions are acknowledged to be and to continue to be effective from and after June 30, 2000. This Agreement is not a novation.

The parties hereto agree and acknowledge that any and all rights, remedies and payment provisions under the Original Agreement, including, without limitation, any and all rights, remedies and payment provisions with respect to (i) any representation and warranty made or deemed to be made pursuant to the Original Agreement, or (ii) any indemnification provision, shall continue and survive the execution and delivery of this Agreement.

The parties hereto agree and acknowledge that any and all amounts owing as or for Capital, Yield, CP Costs, fees, expenses or otherwise under or pursuant to the Original Agreement, immediately prior to the effectiveness of this Agreement shall be owing as or for Capital, Yield, CP Costs, fees, expenses or otherwise, respectively, under or pursuant to this Agreement.

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Excess Funds. Each of the Sellers, each Servicer, each Purchaser and the Agent agrees that any Company shall be liable for any claims that such party may have against such Company only to the extent that such Company has funds in excess of those funds necessary to pay matured and maturing Commercial Paper of such Company and to the extent such excess funds are insufficient to satisfy the obligations of such Company hereunder, such Company shall have no liability with respect to any amount of such obligations remaining unpaid and such unpaid amount shall not constitute a claim against such Company. Any and all claims against any Company shall be subordinate to the claims against such Company of the holders of such Company’s Commercial Paper and any Person providing liquidity support to such Company.

Administrative Seller. Each Seller hereby irrevocably appoints Dairy Group as its agent and attorney-in-fact (the “Administrative Seller”) which appointment shall remain in full force and effect unless and until the Agent shall have received prior written notice signed by each of the Sellers that such appointment has been revoked and that another Seller has been appointed the Administrative Seller. Each Seller hereby irrevocably appoints and authorizes the Administrative Seller (i) to provide the Agent with all Purchase Notices for the benefit of any Seller and all other notices and instructions under this Agreement, (ii) to receive all notices and instructions from the Agent or any Purchaser hereunder and (iii) to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.

Joint and Several.

Each of the Sellers is accepting joint and several liability hereunder and under the other Transaction Documents in consideration of the financial accommodations to be provided by the Purchasers under this Agreement, for the mutual benefit, directly and indirectly, of each of the Sellers and in consideration of the undertakings of the other Seller to accept joint and several liability for the Aggregate Unpaids.

Each of the Sellers, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Seller, with respect to the payment and performance of all of the Aggregate Unpaids, it being the intention of the parties hereto that all the Aggregate Unpaids shall be the joint and several obligations of each of the Sellers without preferences or distinction between them.

Except as otherwise expressly provided in this Agreement, each Seller hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Amortization Event or Potential Amortization Event, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Agent or any Purchaser under or in respect of the Aggregate Unpaids, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this

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Agreement (except as otherwise provided in this Agreement). Each Seller hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Aggregate Unpaids, the acceptance of any payment of any of the Aggregate Unpaids, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Agent or any Purchaser at any time or times in respect of any default by any Seller in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Agent or any Purchaser in respect of any of the Aggregate Unpaids, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Aggregate Unpaids or the addition, substitution or release, in whole or in part, of any Seller. Without limiting the generality of the foregoing, each Seller assents to any other action or delay in acting or failure to act on the part of the Agent or any Purchaser with respect to the failure by any Seller to comply with any of its respective obligations, it being the intention of each Seller that, so long as any of the Aggregate Unpaids hereunder remain unsatisfied, the obligations of such Seller under this Section 14.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Seller under this Section 14.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Seller or the Agent or any Purchaser.

Each Seller represents and warrants to the Agent and the Purchasers that such Seller is currently informed of the financial condition of the other Seller and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Aggregate Unpaids. Each Seller hereby covenants that such Seller will continue to keep informed of the other Seller’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Aggregate Unpaids.

Each Seller agrees that the Agent and the Purchasers may, in their sole and absolute discretion, select the Receivables of any one of the Sellers for sale or application to the Aggregate Unpaids, without regard to the ownership of such Receivables, and shall not be required to make such selection ratably from the Receivables owned by any of the Sellers.

The provisions of this Section 14.19 are made for the benefit of the Agent, the Purchasers and their respective successors and assigns, and may be enforced by it or them from time to time against any or all of the Sellers as often as occasion therefor may arise and without requirement on the part of the Agent, any Purchasers or any such successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Sellers or to exhaust any remedies available to it or them against any of the other Sellers or to resort to any other source or means of obtaining payment of any of the Aggregate Unpaids hereunder or to elect any other remedy. The provisions of this Section 14.19 shall remain in effect until all of the Aggregate Unpaids shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Aggregate Unpaids, is rescinded or must otherwise be restored or returned by the Agent or any Purchaser upon the insolvency, bankruptcy or reorganization of any of the Sellers, or otherwise, the provisions of this Section 14.19 will forthwith be reinstated in effect, as though such payment had not been made.

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Each Seller hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Seller with respect to any liability incurred by it hereunder or under any of the other Transaction Documents, any payments made by it to the Agent or any Purchaser with respect to any of the Aggregate Unpaids or any collateral security therefor until such time as all of the Aggregate Unpaids have been paid in full in cash. Any claim which any Seller may have against any other Seller with respect to any payments to the Agent or any Purchaser hereunder or under any other Transaction Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Aggregate Unpaids arising hereunder or thereunder, to the prior payment in full in cash of the Aggregate Unpaids and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Seller, its debts or its assets, whether voluntary or involuntary, all such Aggregate Unpaids shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Seller therefor.

Each of the Sellers hereby agrees that, after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, the payment of any amounts due with respect to the indebtedness owing by any Seller to any other Seller is hereby subordinated to the prior payment in full in cash of the Aggregate Unpaids. Each Seller hereby agrees that after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, such Seller will not demand, sue for or otherwise attempt to collect any indebtedness of any other Seller owing to such Seller until the Aggregate Unpaids shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Seller shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Seller as trustee for the Agent and the Purchasers, and such Seller shall deliver any such amounts to the Agent for application to the Aggregate Unpaids in accordance with Article II.

(SIGNATURE PAGES FOLLOW)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

DAIRY GROUP RECEIVABLES, L.P.,
as Seller
By:	Dairy Group Receivables GP, LLC,
Its:	General Partner
DAIRY GROUP RECEIVABLES II, L.P., as Seller
By:	Dairy Group Receivables GP II, LLC,
Its:	General Partner
MORNINGSTAR RECEIVABLES, L.P., as Seller
By:	Morningstar Receivables GP, LLC,
Its:	General Partner
WHITEWAVE RECEIVABLES, L.P., as Seller
By:	WhiteWave Receivables GP, LLC,
Its:	General Partner
By:
Name:	Tim Smith
Title:	Vice President and Treasurer

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JS SILOED TRUST, as a Company
By:	JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)),
Its:	Attorney-In-Fact
By:
Name:
Title:
JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as a Financial Institution and as Agent
By:
Name:
Title:

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ATLANTIC ASSET SECURITIZATION LLC (formerly Atlantic Asset Securitization Corp.), as a Company
By:	Credit Agricole Corporate and Investment Bank New York Branch (formerly known as Calyon New York Branch, successor to Credit Lyonnais New York Branch)
Its:	Attorney-In-Fact
By:
Name:
Title:
By:
Name:
Title:
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH (formerly known as Calyon New York Branch, successor to Credit Lyonnais New York Branch)
By:
Name:
Title:
By:
Name:
Title:

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NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Company

By:

Name:

Title:

COOPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A. “Rabobank International”, New York Branch, as a Financial Institution

By:

Name:

Title:

By:

Name:

Title:

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THREE PILLARS FUNDING LLC, as a Company

By:

Name:

Title:

SUNTRUST BANK, as a Financial Institution

By:

Name:

Title:

SUNTRUST ROBINSON HUMPHREY, INC., as SunTrust Company Agent

By:

Name:

Title:

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DEAN FOODS COMPANY, as a Provider

By:

Name:

Title:

DEAN DAIRY HOLDINGS, LLC, as an Additional Servicer

SUIZA DAIRY GROUP, LLC, as an Additional Servicer

By:

Name:

Title:

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ALTA-DENA CERTIFIED DAIRY, LLC, as a Servicer
BERKELEY FARMS, LLC, as a Servicer
COUNTRY FRESH, LLC, as a Servicer
DAIRY FRESH, LLC, as a Servicer
DEAN EAST, LLC as a Servicer
DEAN EAST II, LLC as a Servicer
DEAN FOODS COMPANY OF CALIFORNIA, LLC, as a Servicer
DEAN FOODS COMPANY OF SOUTHERN CALIFORNIA, LLC, as a Servicer
DEAN FOODS NORTH CENTRAL, LLC, as a Servicer
DEAN SOCAL, LLC, as a Servicer
DEAN WEST, LLC, as a Servicer
DEAN WEST II, LLC, as a Servicer
FRIENDSHIP DAIRIES, LLC, as a Servicer
GANDY’S DAIRIES, LLC, as a Servicer
GARELICK FARMS, LLC (f/k/a SUIZA GTL, LLC) as a Servicer
KOHLER MIX SPECIALTIES OF MINNESOTA, LLC, as a Servicer
KOHLER MIX SPECIALTIES, LLC, as a Servicer
LAND-O-SUN DAIRIES, LLC, as a Servicer
MAYFIELD DAIRY FARMS, LLC, as a Servicer
MIDWEST ICE CREAM COMPANY, LLC, as a Servicer
MODEL DAIRY, LLC, as a Servicer
MORNINGSTAR FOODS, LLC, as a Servicer
REITER DAIRY, LLC, as a Servicer
SHENANDOAH’S PRIDE, LLC, as a Servicer
SOUTHERN FOODS GROUP, LLC, as a Servicer
SWISS II, LLC, as a Servicer
TUSCAN/LEHIGH DAIRIES, INC., as a Servicer
VERIFINE DAIRY PRODUCTS OF SHEBOYGAN, LLC, as a Servicer
WHITEWAVE FOODS COMPANY, as a Servicer
By:
Name:	Tim Smith
Title:	Vice President and Treasurer

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EXHIBIT I

DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Additional Entity” means each of the entities listed on Schedule G to this Agreement.

“Additional Servicers” means each of GTL and Tuscan Dairies.

“Adjusted LIBO Rate” means for any Tranche Period an interest rate per annum (rounded upwards, if necessary, to the next  ¹/16 of 1%) equal to (a) LIBO multiplied by (b) the Statutory Reserve Rate.

“Administrative Seller” has the meaning set forth in Section 14.19.

“Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.

“Affected Financial Institution” has the meaning specified in Section 12.1(c).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“Agent” has the meaning set forth in the preamble to this Agreement.

“Aggregate Capital” means, on any date of determination, the aggregate amount of Capital of all Purchaser Interests outstanding on such date.

“Aggregate Reduction” has the meaning specified in Section 1.3.

“Aggregate Reserves” means, on any date of determination, the sum of the Loss Reserve, the Dilution Reserve, and the Yield and Servicer Reserve.

“Aggregate Unpaids” means, at any time, an amount equal to the sum of all, Aggregate Capital and all other unpaid Obligations (whether due or accrued) at such time.

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“Agreement” means this Fifth Amended and Restated Receivables Purchase Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  ¹/2 of 1% and (c) the Adjusted LIBO Rate for a one month period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus the Drawn Liquidity Spread, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“Amendment Effective Date” shall mean the date on which Amendment No. 10 to this Agreement, dated as of June 30, 2010, by and among the Sellers, the Servicers, the Financial Institutions, the Companies, the Agent and the Provider, shall have become effective in accordance with its terms.

“Amortization Date” means the earliest to occur of (i) the day on which any of the conditions precedent set forth in Section 6.2 are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 9.1(d)(ii), (iii) the Business Day specified in a written notice from the Agent following the occurrence of any other Amortization Event, (iv) the Business Day specified in a written notice from the Agent following the failure to obtain the Required Rating within 60 days following delivery of a Ratings Request to the Sellers and the Servicer, which date shall not be less than 60 days following the failure to obtain such Required Rating and (v) the date which is 15 Business Days after the Agent’s receipt of written notice from Administrative Seller that it wishes to terminate the facility evidenced by this Agreement.

“Assignment Agreement” has the meaning set forth in Section 12.1(b).

“Authorized Officer” means, with respect to any Person, its president, corporate controller, treasurer or chief financial officer.

“Broken Funding Costs” means for any Purchaser Interest that: (i) has its Capital reduced (A) without compliance by the Administrative Seller with the notice requirements hereunder or (B) in the case of any Purchaser Interest of any Pool Company other than any Purchaser Interest funded substantially with Pooled Commercial Paper, on any date other than a Settlement Date hereunder or (ii) does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is assigned or funded pursuant to a Funding Agreement or otherwise transferred or terminated prior to the date on which it was originally scheduled to end; an amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable) that would have accrued during the remainder of the Tranche Periods or the tranche periods for Commercial Paper determined by the

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applicable Purchaser to relate to such Purchaser Interest (as applicable) subsequent to the date of such reduction, assignment or termination (or in respect of clause (ii) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the Capital of such Purchaser Interest if such reduction, assignment or termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of such Capital is allocated to another Purchaser Interest, the amount of CP Costs or Yield actually accrued during the remainder of such period on such Capital for the new Purchaser Interest, and (y) to the extent such Capital is not allocated to another Purchaser Interest, the income, if any, actually received net of any costs of redeployment of funds during the remainder of such period by the holder of such Purchaser Interest from investing the portion of such Capital not so allocated. In the event that the amount referred to in clause (B) exceeds the amount referred to in clause (A), the relevant Purchaser or Purchasers agree to pay to the Sellers the amount of such excess. All Broken Funding Costs shall be due and payable hereunder upon demand.

“Business Day” means any day on which banks are not authorized or required to close in New York, New York, Atlanta, Georgia or Chicago, Illinois or any other city specified in writing by a Purchaser to the Agent, each other Purchaser and the Administrative Seller, and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to any computation or payment to be made with respect to the LIBO Rate, any day on which dealings in dollar deposits are carried on in the London interbank market.

“Capital” of any Purchaser Interest means, at any time, (A) the Purchase Price of such Purchaser Interest, minus (B) the sum of the aggregate amount of Collections and other payments received by the Agent or the applicable Purchaser that in each case are applied to reduce such Capital in accordance with the terms and conditions of this Agreement; provided that such Capital shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason.

“Change of Control” means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 35% or more of the outstanding shares of voting stock or other equity interest of any Seller Party.

“Charged-Off Receivable” means a Receivable: (i) as to which the Obligor thereof has taken any action, or suffered any event to occur, of the type described in Section 9.1(d) (as if references to Seller Party therein refer to such Obligor); (ii) as to which the Obligor thereof, if a natural person, is deceased, (iii) that has been written off a Seller’s books as uncollectible, (iv) that, consistent with the applicable Originator’s Credit and Collection Policy, would be written off a Seller’s books as uncollectible, (v) that has been identified by a Seller as uncollectible or (vi) as to which any payment, or part thereof, remains unpaid for 90 days or more from the original invoice date for such payment.

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“CL Company” means Atlantic Asset Securitization LLC (formerly Atlantic Asset Securitization Corp.), a Delaware corporation, together with its successors and assigns.

“CLNY” means Credit Agricole Corporate and Investment Bank New York Branch (formerly known as Calyon New York Branch as successor to Credit Lyonnais, New York Branch), a French banking corporation duly licensed under the laws of the State of New York.

“Collateral Agent” means JPMorgan Chase Bank, National Association, in its capacity as administrative agent under the Dean Credit Agreement.

“Collection Account” means each concentration account, depositary account, lock-box account or similar account in which any Collections are collected or deposited and that is listed on Exhibit IV.

“Collection Account Agreement” means each agreement substantially in the form of Exhibit VI, or such other form as may be acceptable to the Agent, among the applicable Originator, a Seller, Collection Bank and the Agent, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.

“Collection Bank” means, at any time, any of the banks holding one or more Collection Accounts.

“Collection Notice” means a notice, in substantially the form of Annex A to Exhibit VI, from the Agent to a Collection Bank or any similar or analogous notice from the Agent to a Collection Bank.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all yield, Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable.

“Commercial Paper” means promissory notes of any Company issued by such Company in the commercial paper market.

“Commitment” means, for each Financial Institution, the commitment of such Financial Institution to purchase Purchaser Interests from the Sellers to the extent that the Company in such Financial Institution’s Purchaser Group declines to purchase such Purchaser Interest, in an amount not to exceed (i) in the aggregate, the amount set forth opposite such Financial Institution’s name on Schedule A to this Agreement, as such amount may be modified in accordance with the terms hereof (including, without limitation, any termination of Commitments pursuant to Section 4.6 hereof) and (ii) with respect to any individual purchase hereunder, its Pro Rata Share of the Purchase Price therefor.

“Company” has the meaning set forth in the preamble to this Agreement.

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“Company Costs” means:

(i) for any Purchaser Interest purchased by the JPMorgan Company and funded substantially with Pooled Commercial Paper, for any day, the sum of (i) discount or yield accrued on Pooled Commercial Paper on such day, plus (ii) any and all accrued commissions in respect of placement agents and Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by Pooled Commercial Paper for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase facilities funded substantially with Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect of broken funding costs related to the prepayment of any purchaser interest of the JPMorgan Company pursuant to the terms of any receivable purchase facilities funded substantially with Pooled Commercial Paper. In addition to the foregoing costs, if the Administrative Seller shall request any Incremental Purchase during any period of time determined by the JPMorgan Company (or by the JPMorgan Company’s agent on its behalf) in its sole discretion to result in incrementally higher Company Costs with respect to the JPMorgan Company applicable to such Incremental Purchase by the JPMorgan Company, the Capital associated with any such Incremental Purchase shall, during such period, be deemed to be funded by the JPMorgan Company in a special pool (which may include capital associated with other receivable purchase facilities) for purposes of determining such additional Company Costs applicable only to such special pool and charged each day during such period against such Capital. Each Purchaser Interest funded substantially with Pooled Commercial Paper will accrue Company Costs with respect to the JPMorgan Company each day on a pro rata basis, based upon the percentage share the Capital in respect of such Purchaser Interest represents in relation to all assets held by the JPMorgan Company and funded substantially with Pooled Commercial Paper. For each Settlement Period, the JPMorgan Company shall calculate its aggregate Company Costs for such Settlement Period and report such Company Costs to the Administrative Seller pursuant to Section 3.3 of this Agreement;

(ii) for any Purchaser Interest purchased by any Pool Company other than any Purchaser Interest funded substantially with Pooled Commercial Paper, an amount equal to the Capital of such Purchaser Interest multiplied by a per annum rate equivalent to the “weighted average cost” (as defined below) related to the issuance of Commercial Paper of such Pool Company that is allocated, in whole or in part, to fund such Pool Company’s Pro Rata Share of Aggregate Capital (and which may also be allocated in part to the funding of other assets of such Pool Company); provided, however, that if any component of such rate is a discount rate, in calculating such rate for such Pool Company’s Pro Rata Share of the Aggregate Capital for such date, the rate used to calculate such component of such rate shall be a rate resulting from converting such discount rate to an interest bearing equivalent rate per annum. As used in this definition, the “weighted average cost” shall consist of (x) the actual interest rate paid to purchasers of Commercial Paper issued by such Pool Company, (y) the costs associated with the issuance of such Commercial Paper (including dealer fees and commissions to placement agents), and (z) interest on other borrowing or funding sources by such Pool Company, including to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market;

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(iii) for any Purchaser Interest purchased by the CL Company and funded substantially with Pooled Commercial Paper, for any day, the sum of (i) discount or yield accrued on Pooled Commercial Paper on such day, plus (ii) any and all accrued commissions in respect of placement agents and Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by Pooled Commercial Paper for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase facilities funded substantially with Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect of broken funding costs related to the prepayment of any purchaser interest of the CL Company pursuant to the terms of any receivable purchase facilities funded substantially with Pooled Commercial Paper. In addition to the foregoing costs, if the Administrative Seller shall request any Incremental Purchase during any period of time determined by the CL Company (or by the CL Company’s agent on its behalf) in its sole discretion to result in incrementally higher Company Costs with respect to the CL Company applicable to such Incremental Purchase by the CL Company, the Capital associated with any such Incremental Purchase shall, during such period, be deemed to be funded by the CL Company in a special pool (which may include capital associated with other receivable purchase facilities) for purposes of determining such additional Company Costs applicable only to such special pool and charged each day during such period against such Capital. Each Purchaser Interest funded substantially with Pooled Commercial Paper will accrue Company Costs with respect to the CL Company each day on a pro rata basis, based upon the percentage share the Capital in respect of such Purchaser Interest represents in relation to all assets held by the CL Company and funded substantially with Pooled Commercial Paper. For each Settlement Period, the CL Company shall calculate its aggregate Company Costs for such Settlement Period and report such Company Costs to the Administrative Seller pursuant to Section 3.3 of this Agreement;

(iv) for any Purchaser Interest purchased by the Rabo Company and funded substantially with Pooled Commercial Paper, for any day, an amount equal to the Capital of such Purchaser Interest multiplied by a rate per annum equal to the weighted average of the per annum rates paid or payable by the Rabo Company from time to time as interest on Commercial Paper (by means of interest rate hedges or otherwise and taking into consideration any incremental carrying costs associated with Commercial Paper issued by the Rabo Company maturing on dates other than those certain dates on which the Rabo Company is to receive funds) in respect of Commercial Paper issued by the Rabo Company that are allocated, in whole or in part, by Rabobank (or other agent of the Rabo Company) on behalf of the Rabo Company to fund or maintain the Capital of the Rabo Company during such period, as determined by Rabobank (or other agent of the Rabo Company) on behalf of the Rabo Company, which rates shall reflect and give effect to (i) the commissions of placement agents and dealers in respect of such Commercial Paper, to the extent such commissions are reasonably allocated, in whole or in part, to such Commercial Paper by Rabobank (or other agent of the Rabo Company) on behalf of the

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Rabo Company and (ii) other borrowings by the Rabo Company, including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided that if any component of such rate is a discount rate, in calculating the Company Costs, Rabobank (or other agent of the Rabo Company) shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum. In addition to the foregoing costs, if the Administrative Seller shall request any Purchaser Interest during any period of time determined by the Rabo Company in its sole discretion to result in incrementally higher Company Costs with respect to the Rabo Company applicable to such Purchaser Interest, the Capital associated with any such Purchaser Interest shall, during such period, be deemed to be funded by the Rabo Company in a special pool (which may include capital associated with other receivable purchase or financing facilities) for purposes of determining such additional Company Costs applicable only to such special pool and charged each day during such period against such Capital. Each Purchaser Interest funded substantially with Pooled Commercial Paper will accrue Company Costs with respect to the Rabo Company each day on a pro rata basis, based upon the percentage share the Capital in respect of such Purchaser Interest represents in relation to all assets held by the Rabo Company and funded substantially with Pooled Commercial Paper. For each Settlement Period, the Rabo Company shall calculate its aggregate Company Costs for such Settlement Period and report such Company Costs to the Administrative Seller pursuant to Section 3.3 of this Agreement; and

(v) for any Purchaser Interest purchased by the SunTrust Company, for any day, the Capital of such Purchaser Interest multiplied by the per annum rate equivalent to the weighted average of the per annum rates paid or payable by the SunTrust Company from time to time as interest on or otherwise (by means of interest rate hedges or otherwise taking into consideration any incremental carrying costs associated with short-term promissory notes issued by SunTrust Company maturing on dates other than those certain dates on which SunTrust Company is to receive funds) in respect of the promissory notes issued by SunTrust Company that are allocated, in whole or in part, by the SunTrust Company Agent (on behalf of SunTrust Company) to fund or maintain the SunTrust Company’s Capital of such Purchaser Interest, as determined by SunTrust Company Agent (on behalf of SunTrust Company) and reported to Administrative Seller, which rates shall reflect and give effect to (1) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by SunTrust Company Agent (on behalf of SunTrust Company) and (2) other borrowings by SunTrust Company, including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided, however, that if any component of such rate is a discount rate, in calculating the Company Costs, the SunTrust Company Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum. Notwithstanding the foregoing, until such time as the SunTrust Company shall determine that its Company Costs shall be allocated as set forth in (v) hereinabove, the SunTrust Company may, in its sole and absolute discretion, allocate Company Costs on a daily basis based upon its funding costs for overnight borrowings in the commercial paper market, as determined by the SunTrust Company Agent on a reasonable basis (such determination to be conclusive, absent manifest error). For each Settlement Period, the

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SunTrust Company shall calculate its aggregate Company Costs for such Settlement Period and report such Company Costs to the Administrative Seller pursuant to Section 3.3 of this Agreement.

“Company Purchase Limit” means, for each Company, the purchase limit of such Company with respect to the purchase of Purchaser Interests from the Sellers, in an amount not to exceed (i) in the aggregate, the amount set forth opposite such Company’s name on Schedule A to this Agreement, as such amount may be modified in accordance with the terms hereof (including Section 4.6(a)) and (ii) with respect to any individual purchase hereunder, its Pro Rata Share of the Purchase Price therefor.

“Concentration Limit” means, at any time, (a) for any Obligor other than an Obligor for which a Special Concentration Limit has been designated, 1.8% of the aggregate Outstanding Balance of all Eligible Receivables, (b) for Wal-Mart Stores, Inc., 20%, or (c) for Sysco Corporation, 7%, and for any other Obligor designated by Agent, such other percentage as Agent may designate (each of the foregoing, a “Special Concentration Limit”); provided, that in the case of an Obligor and any Affiliate of such Obligor, the Concentration Limit shall be calculated as if such Obligor and such Affiliate are one Obligor; and provided, further, that the Required Purchasers, if the Provider is a Level 1 Rated Entity or a Level 2 Rated Entity, or the Majority Purchasers, if the Provider is a Level 3 Rated Entity or a Level 4 Rated Entity, may, upon not less than five Business Days’ notice to Seller, cancel any Special Concentration Limit.

“Consent Notice” has the meaning set forth in Section 4.6(a).

“Consent Period” has the meaning set forth in Section 4.6(a).

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or application for a letter of credit.

“Contract” means, with respect to any Receivable, any and all written or oral agreements pursuant to which such Receivable arises or that evidences such Receivable.

“Country Fresh” means Country Fresh, LLC, a Michigan limited liability company.

“CP (Pool) Accrual Period” means, with respect to any Purchaser Interest held by any Pool Company and funded substantially with Pooled Commercial Paper, each calendar month.

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“CP (Tranche) Accrual Period” means with respect to any Purchaser Interest held by any Pool Company other than any Purchaser Interest funded substantially with Pooled Commercial Paper, a period of at least 1 day and not to exceed 90 days as selected by Seller pursuant to Section 3.4 and approved by the Agent; provided, however, that (i) any CP (Tranche) Accrual Period (other than of one day) that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, (ii) in the case of CP (Tranche) Accrual Periods of one day, (A) the initial CP (Tranche) Accrual Period shall be the day of the related Incremental Purchase; and (B) any subsequently occurring CP (Tranche) Accrual Period that is one day shall, if the immediately preceding CP (Tranche) Accrual Period is more than one day, be the last day of such immediately preceding CP (Tranche) Accrual Period, and if the immediately preceding CP (Tranche) Accrual Period is one day, be the day next following such immediately preceding CP (Tranche) Accrual Period; and (iii) in the case of any CP (Tranche) Accrual Period that commences before the Amortization Date and would otherwise end on a date occurring after the Amortization Date, such CP (Tranche) Accrual Period shall end on the Amortization Date. The duration of each CP (Tranche) Accrual Period that commences after the Amortization Date shall be of such duration as selected by the applicable Company.

“CP Costs” means, for each day, the aggregate discount or yield accrued with respect to the Purchaser Interests of each respective Company as determined in accordance with the definition of “Company Costs.”

“Credit and Collection Policy” means each Originator’s credit and collection policies and practices relating to Writings, Contracts and Receivables existing on the date hereof with respect to each New Entity, on November 20, 2003 with respect to each Additional Entity, on the Original Closing Date with respect to each other Originator, on January 3, 2005 with respect to each New WhiteWave Brand Entity, on July 20, 2007 with respect to each New Dairy Group Entity and each New Dairy Group II Entity, on December 31, 2008 with respect to Dean Dairy Holdings and Suiza Dairy, and on March 29, 2010 with respect to with respect to Morningstar Receivables and summarized in Exhibit VIII hereto, as modified from time to time in accordance with this Agreement.

“Daily Report” means an abbreviated Monthly Report in a form reasonably acceptable to the Agent with respect to and as of the end of the immediately preceding calendar Business Day.

“Days Sales Outstanding” means for each month an amount equal to the product of (a) the quotient of (i) the Outstanding Balance of all Receivables calculated on the first day of such month as the beginning balance for such month divided by (ii) the aggregate amount of Collections of all Receivables received during such month, multiplied by (b) 30.

“Dean Credit Agreement” means the Credit Agreement, dated as of April 2, 2007, as modified by the Amendment and Restatement Agreement, dated as of June 30, 2010, each by and among Dean Foods Company, JPMorgan Chase Bank, National Association, as agent, the other agents party thereto and the financial institutions party thereto as lenders, without giving effect to any amendmentfurther amendments or other modifications thereof.

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“Dean Dairy Holdings” means Dean Dairy Holdings, LLC, a Delaware limited liability company.

“Dean Entity” means each of the entities listed on Schedule C to this Agreement.

“Dean Receivables Sale Agreement” means the Dean Receivables Sale Agreement, dated as of May 15, 2002 and effective for all purposes as of March 31, 2002, by and among the Dean Entities, Dean SoCal, LLC, a Delaware limited liability company, and Dairy Group II, as amended by Amendment No. 1 thereto, dated as of November 20, 2003, as further amended by Amendment No. 2 thereto, dated as of March 30, 2004, as further amended by Amendment No. 3 thereto, dated as of April 1, 2005, and as further amended by Amendment No. 4 thereto, dated as of April 27, 2006, and as the same may be further amended, restated, supplemented or otherwise modified from time to time.

“Deemed Collections” means the aggregate of all amounts the Sellers shall have been deemed to have received as a Collection of a Receivable. The Sellers shall be deemed to have received a Collection of a Receivable at any time (i) to the extent that the Outstanding Balance of any such Receivable is either (x) reduced as a result of any defective or rejected goods or services, any discount, rebate or any adjustment or otherwise by any Seller (other than cash Collections on account of the Receivables and other than Receivables that, consistent with the applicable Originator’s Credit and Collection Policy, have been written off a Seller’s books as uncollectible other than as a result of any of the other conditions or events set forth in this definition) or (y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction) or (ii) any of the representations or warranties in Article V are no longer true with respect to such Receivable or (iii) the failure of any Contract with respect to such Receivable to create a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon or (iv) the failure of any Writing to give rise to a valid and enforceable Receivable in the amount of the Outstanding Balance thereof.

“Default Fee” means with respect to any amount due and payable by any Seller in respect of any Aggregate Unpaids, an amount equal to interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 3% above the Alternate Base Rate.

“Default Ratio” means, as at the end of any calendar month, a percentage equal to (a) the sum of (i) the Outstanding Balance of all Receivables as to which any payment, or part thereof, remains unpaid for 90 days or more from the original invoice date for such payment plus (ii) the Outstanding Balance of all Receivables that were written off each Seller’s books as uncollectible during such calendar month, divided by (b) the aggregate Outstanding Balance of all Receivables.

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“Defaulted Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 90 days or more from the original invoice date for such payment.

“Delinquency Ratio” means, for a calendar month, a percentage equal to (a) the Outstanding Balance of all Delinquent Receivables as at the end of such calendar month divided by (b) the Outstanding Balance of all Receivables.

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for at least 60 days but not more than 90 days from the original invoice date for such payment.

“Demand Notes” means each of (i) that certain promissory note, dated as of December 21, 2001, by Dean Foods Company (as successor-in-interest to Suiza Foods Corporation) in favor of Dairy Group, in the maximum principal sum of $21,325,653, as amended, renewed, supplemented or otherwise modified from time to time, (ii) that certain promissory note, dated as of May 15, 2002 and effective for all purposes as of March 31, 2002, by Dean Foods Company in favor of Dairy Group II, in the maximum principal sum of $13,181,876, as amended, renewed, supplemented or otherwise modified from time to time, (iii) that certain promissory note, dated as of November 20, 2003, by Dean Foods Company in favor of Specialty Group, in the maximum principal sum of $3,000,000, as amended, renewed, supplemented or otherwise modified from time to time, (iv) that certain promissory note, dated as of March 29, 2010, by Dean Foods Company in favor of Morningstar Receivables, in the maximum principal sum of $50,292,980, as amended renewed, supplemented or otherwise modified from time to time and (v) that certain promissory note, dated as of March 30, 2004, by Dean Foods Company in favor of WhiteWave, in the maximum principal sum of $3,000,000, as amended, renewed, supplemented or otherwise modified from time to time.

“Dilution Ratio” means, as at the end of any calendar month, a percentage equal to (i) the aggregate amount of all Dilutions arising during such calendar month (other than Rebate/Billbacks) with respect to all Receivables divided by (ii) the aggregate amount of sales by all Originators for the calendar month ending two months prior to such calendar month.

“Dilution Reserve” means an amount equal to the result of multiplying the Net Receivables Balance by the greater of (a) 0.09 and (b) the following:

((Stress Factor X ED + ((DS-ED) X (DS/ED))) X DHR) + MRA

where:

ED	=	the average of the Dilution Ratios for the twelve most recently-ended calendar months.
DS	=	the highest of the average Dilution Ratios for any two-calendar-month period occurring during the twelve most recently-ended calendar months.

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DHR	=	the result of dividing the aggregate amount of all sales by all Originators during the prior one and a half calendar months by the Net Receivables Balance.
MRA	=	0.03 at any time when the Servicers shall have failed to deliver a consolidating Monthly Report pursuant to Section 8.5 that is in form and substance satisfactory to the Agent in its sole discretion and at all other times and at any time when the Agent in its sole discretion, shall otherwise determine, 0.00.

“Dilutions” means, for each calendar month, the aggregate amount of reductions or cancellations described in clause (i) of the definition of “Deemed Collections” during such month (other than Rebate/Billbacks).

“Discount Rate” means the LIBO Rate or the Alternate Base Rate, as applicable, with respect to each Purchaser Interest of the Financial Institutions.

“Drawn Liquidity Spread” means 3%.

“Effective Date” means April 2, 2007.

“Eligible Receivable” means, at any time, a Receivable:

(i) the Obligor of which (a) if a natural person, is a resident of the United States or, if a corporation or other business organization, is organized under the laws of the United States or any political subdivision thereof and has its chief executive office in the United States; (b) is not an Affiliate of any of the parties hereto; and (c) is not a federal or state government or a federal or state governmental subdivision or agency, except as permitted by clause (xxi) of this definition,

(ii) the Obligor of which is not a Top Twenty-Five Obligor or, in the case of any Receivable the Obligor of which is a Top Twenty-Five Obligor, is not the Obligor of Defaulted Receivables the aggregate Outstanding Balance of which constitutes more than 25% of the Outstanding Balance of all Receivables of such Obligor,

(iii) that is not a Charged-Off Receivable or a Delinquent Receivable,

(iv) that (a) by its terms is due and payable within 30 days of the original billing date therefor and has not had its payment terms extended or (b) that by its terms is due and payable within 90 days of the original billing date therefor and has not had its payment terms extended, the Outstanding Balance of which, when combined with all other Eligible Receivables that are due and payable within 90 days of the original billing date therefor, does not exceed an amount equal to 5% of the Outstanding Balance of all Receivables; provided, however, that in the case of the foregoing clauses (a) and (b), no such Receivable shall be considered an Eligible Receivable to the extent of the Outstanding Balance relating to any goods giving rise to such Receivable that are provided on a “bill and hold” basis (i.e., are billed but held or stored at a warehouse prior to shipment to the Obligor of such Receivable) for so long as such goods are so held are stored;

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(v) that is an “account” or “chattel paper” within the meaning of the UCC of all applicable jurisdictions,

(vi) that is denominated and payable only in United States dollars in the United States,

(vii) that arises either (A) under a Contract that, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms or (B) under a Writing to the extent that such Receivable is the legal, valid and binding obligation of the related Obligor,

(viii) that arises under a Writing or Contract that (A) does not require the Obligor under such Writing or Contract to consent to the transfer, sale or assignment of the rights and duties of the applicable Originator or any of its assignees under such Writing or Contract and (B) does not contain a confidentiality provision that purports to restrict the ability of any Purchaser to exercise its rights under this Agreement, including, without limitation, its right to review the Writing or Contract,

(ix) that arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the applicable Originator or pursuant to a Writing that evidences the amount to be paid,

(x) that, together with the Writing or Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Writing or Contract related thereto is in violation of any such law, rule or regulation,

(xi) that satisfies all applicable requirements of the applicable Credit and Collection Policy,

(xii) that was generated in the ordinary course of the applicable Originator’s business,

(xiii) that arises solely from the sale of goods or the provision of services to the related Obligor by the applicable Originator, and not by any other Person (in whole or in part),

(xiv) as to which the Agent has not notified the Administrative Seller that the Agent has determined that such Receivable or class of Receivables is not acceptable as an Eligible Receivable, including, without limitation, because such Receivable arises under a Writing or Contract that is not acceptable to the Agent,

(xv) that is not subject to any right of rescission, setoff, counterclaim, any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against the applicable Originator or any other Adverse Claim, and the Obligor

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thereon holds no right as against such Originator to cause such Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the Writing or Contract, or defective goods returned in accordance with the terms of the Writing or Contract); provided, however, that only that portion of such Receivable that is subject to any such right of rescission, set-off, counterclaim, other defense or Adverse Claim shall be considered to be ineligible pursuant to this clause (xv),

(xvi) that is not the subject of a Rebate/Billback; provided, however, that only that portion of such Receivable that is subject to such Rebate/Billback shall be considered to be ineligible pursuant to this clause (xvi),

(xvii) as to which the applicable Originators has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor,

(xviii) all right, title and interest to and in which has been validly transferred by the applicable Originators directly to a Seller under and in accordance with a Receivables Sale Agreement, and such Seller has good and marketable title thereto free and clear of any Adverse Claim,

(xix) that represents all or part of the sales price of merchandise, insurance and services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended,

(xx) the Obligor of which is a local municipality that, when the Outstanding Balance of which is aggregated with the Outstanding Balances of all other Eligible Receivables the Obligors of which are local municipalities, does not exceed 10% of the aggregate Outstanding Balance of all Eligible Receivables and

(xxi) the Obligor of which is a federal or state government or a federal or state governmental subdivision or agency that, when the Outstanding Balance of which is aggregated with the Outstanding Balances of all other Eligible Receivables the Obligors of which are federal or state governments or a federal or state governmental subdivisions or agencies, does not exceed 3.0% of the aggregate Outstanding Balance of all Eligible Receivables, provided, however, that during any time the Provider is a Level 3 Rated Entity or a Level 4 Rated Entity, Receivables the Obligor of which is a federal or state government or a federal or state governmental subdivision or agency shall not be Eligible Receivables.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Extension Notice” has the meaning set forth in Section 4.6(a).

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“Facility Account” means Dairy Group’s Account No. 2000013850892 at Wachovia Bank, National Association (formerly known as First Union National Bank), ABA No. 053000219.

“Facility Termination Date” means the earlier of (i) the Liquidity Termination Date and (ii) the Amortization Date.

“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as amended and any successor statute thereto.

“Federal Funds Effective Rate” means for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing, if any Financial Institution is borrowing overnight funds on any day from a Federal Reserve Bank to make or maintain such Financial Institution’s funding of all or any portion of a Purchaser Interest hereunder, the Federal Funds Effective Rate, at the option of such Financial Institution, for such Financial Institution shall be the average rate per annum at which such overnight borrowings are made on any such day. Each determination of the Federal Funds Rate shall be conclusive and binding on the Administrative Seller and the Seller Parties, except in the case of manifest error.

“Fee Letter” means each of (i) that certain letter agreement dated as of March 30, 2009 among each Seller, the JPMorgan Company and JPMorgan, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, (ii) that certain letter agreement dated as of March 30, 2009 among each Seller, the CL Company and CLNY, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, (iii) that certain letter agreement dated as of March 30, 2009 among each Seller, the Rabo Company and Rabobank, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, and (iv) that certain letter agreement dated as of March 30, 2009 among each Seller and SunTrust, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.

“Finance Charges” means, with respect to a Writing or Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Writing or Contract.

“Financial Institutions” has the meaning set forth in the preamble in this Agreement.

“Funding Agreement” means this Agreement and any agreement or instrument executed by any Funding Source with or for the benefit of a Company.

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“Funding Source” means with respect to any Company (i) such Company’s Related Financial Institution(s) or (ii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to such Company.

“GAAP” means generally accepted accounting principles in effect in the United States of America as of the date of this Agreement.

“GTL” means Garelick Farms, LLC (f/k/a Suiza GTL, LLC), a Delaware limited liability company.

“Immaterial Originator” means any Originator as to which the aggregate Outstanding Balance of all Receivables sold by such Originator to the applicable Seller under the applicable Receivables Sale Agreement as of any date of determination is less than 10% of the aggregate Outstanding Balance of all Receivables sold by all Originators party thereto to such Seller under such Receivables Sale Agreement as of such date.

“Incremental Purchase” means a purchase of one or more Purchaser Interests that increases the total outstanding Aggregate Capital hereunder.

“Indebtedness” of a Person means such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations that are evidenced by notes, acceptances, or other instruments, (v) capitalized lease obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii) Contingent Obligations and (viii) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

“Independent Manager” shall mean a manager of the limited liability company that is the general partner of any Seller who (i) shall not have been at the time of such Person’s appointment or at any time during the preceding five years, and shall not be as long as such Person is a manager of the Seller or a limited liability company that is the general partner of such Seller, (A) a director, officer, employee, partner, shareholder, member, manager or Affiliate of any of the following Persons (collectively, the “Independent Parties”): any Servicer, any Seller, any Originator, or any of their respective Subsidiaries or Affiliates (other than an independent manager of a special purpose bankruptcy remote entity organized for the purpose of providing financing to either Seller through the securitization or other similar transfer, pledge or conveyance of accounts receivable), (B) the beneficial owner (at the time of such Person’s appointment as an Independent Manager or at any time thereafter while serving as an Independent Manager) of any of any partnership interest of either Seller, any Originator, or any of their respective Subsidiaries or Affiliates, having general voting rights, (C) a supplier to any of the Independent Parties, (D) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of any of the Independent Parties, or (E) a member of the immediate family of any director, officer, employee, partner,

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shareholder, member, manager, Affiliate or supplier of any of the Independent Parties; (ii) has prior experience as an independent director or independent manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (iii) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

“Initial Servicer” means each of WhiteWave Foods, Country Fresh, Land-O-Sun and Southern Foods.

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of April 2, 2007, by and between the Agent and JPMorgan Chase Bank, National Association, as administrative agent under the Dean Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Interest Coverage Ratio” shall have the meaning set forth on Annex A to this Exhibit I.

“JPMorgan” means JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)) in its individual capacity and its successors.

“JPMorgan Company” means Falcon Asset Securitization Company LLC (formerly Falcon Asset Securitization Corporation), a Delaware corporation, together with its successors and assigns.

“Land-O-Sun” means Land-O-Sun Dairies, LLC, a Delaware limited liability company.

“Leverage Ratio” shall have the meaning set forth on Annex A to this Exhibit I.

“Level 1 Rated Entity” shall mean each Person rated at least Ba1 by Moodys Investors Service, Inc. and BB+ by Standard and Poor’s.

“Level 2 Rated Entity” shall mean each Person that is not a Level 1 Rated Entity and is rated at least Ba3 by Moodys Investors Service, Inc. and BB- by Standard and Poor’s.

“Level 3 Rated Entity” shall mean each Person that is not a Level 4 Rated Entity and is rated below Ba3 by Moodys Investors Service, Inc. or below BB- by Standard and Poor’s.

“Level 4 Rated Entity” shall mean each Person that is rated below Ba3 by Moodys Investors Service, Inc. and below BB- by Standard and Poor’s.

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“LIBO” means for any Tranche Period the rate appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such page) providing rate quotations comparable to those currently provided on such page of such page, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the first day of the relevant Tranche Period, as the rate for dollar deposits with a maturity comparable to such Tranche Period. In the event that such rate is not available at such time for any reason, then the “LIBO” with respect to such Tranche Period shall be the rate, rounded upwards, if necessary, to the next  ¹/16 of 1%, at which dollar deposits of $5,000,000 and for a maturity comparable to such Tranche Period are offered by the principal London office of the Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Tranche Period.

“LIBO Rate” means for any Tranche Period the rate per annum equal to the sum of (i) Adjusted LIBO Rate plus (ii) the Drawn Liquidity Spread. The LIBO Rate shall be rounded, if necessary, to the next higher  ¹/16 of 1%.

“Liquidity Termination Date” means March 28,June 29, 2011.

“Local Originator” means each of Liberty Dairy Company, Mayfield Dairy Farms, LLC, McArthur Dairy, LLC, Purity Dairies, LLC, Incorporated, Reiter Dairy, LLC, T.G. Lee Foods, LLC, and Verifine Dairy Products of Sheboygan, LLC

“Lock-Box” means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and that is listed on Exhibit IV.

“Loss Reserve” means the product of (i) the Net Receivables Balance and (ii) the greater of (a) the Loss Reserve Percentage and (b) 0.09.the Loss Reserve Floor.

“Loss Reserve Floor” means (i) 11.00% for so long as the Provider is a Level 1 Rated Entity or a Level 2 Rated Entity and (ii) 13.00% for so long as the Provider is a Level 3 Rated Entity or a Level 4 Rated Entity.

“Loss Reserve Percentage” means, for any Purchaser Interest on any date, an amount equal to the Stress Factor multiplied by the Loss Ratio multiplied by the Loss Horizon Ratio,

where:

Loss Ratio = As of the last day of any calendar month, the highest three month rolling average Loss Proxy Ratio in the most recent twelve months prior to such month.

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Loss Proxy Ratio	=	As of the last day of any calendar month, (x) the sum of (i) the Outstanding Balance of all Receivables originated by Loss Proxy Reporting Originators as to which any payment, or part thereof, remains unpaid for more than 90 but less than 121 days from the original invoice date for such payment, (ii) the Outstanding Balance of all Receivables originated by Non-Loss Proxy Reporting Originators as to which any payment, or part thereof, remains unpaid for more than 90 days from the original invoice date for such payment, and (iii) the Outstanding Balance of all Receivables that have been written off a Seller’s book as uncollectible during such month that were less than 91 days from the original invoice date, divided by (y) the aggregate sales for the calendar month occurring three months immediately prior to such month.
Loss Proxy Reporting Originators	=	All Originators for which any Monthly Report lists the Outstanding Balance of all Receivables of such Originators as to which any payment, or part thereof, remains unpaid for more than 90 but less than 121 days from the original invoice date for such payment.
Loss Horizon Ratio	=	As of the last day of any calendar month, (x) the aggregate amount of sales for all of the Originators for the two calendar months most recently ended, divided by (y) the Net Receivables Balance as of such day.
Non-Loss Proxy Reporting Originators	=	All Originators other than the Loss Proxy Reporting Originators.

“Majority Purchasers ” shall mean, at any time, collectively, the Financial Institutions with Commitments in excess of 50% of the aggregate Commitments and the Companies with Company Purchase Limits in excess of 50% of the aggregate amount of all Company Purchase Limits of all Companies hereunder.

“Material Adverse Effect” means a material adverse effect on (i) the financial condition or operations of any Seller Party and its Subsidiaries taken as a whole, (ii) the ability of any Seller Party to perform its obligations under this Agreement or Provider to perform its obligations under any Performance Undertaking, (iii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iv) any Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

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“Maximum Purchaser Interest Percentage” has the meaning specified in Section 2.6.

“Monthly Report” means a report, in substantially the form of Exhibit X hereto (appropriately completed), furnished by the Servicers to the Agent pursuant to Section 8.5.

“Morningstar Receivables Sale Agreement” means that certain Receivables Sale Agreement, dated as of March 29, 2010, among Morningstar Receivables LP and Morningstar Foods, LLC, as the same may be further amended, restated, supplemented or otherwise modified from time to time.

“Net Receivables Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for such Obligor.

“New Entity” means each of Dean West, LLC, a Texas limited liability company, Kohler Mix Specialties of Minnesota, LLC, a Delaware limited liability company, Kohler Mix Specialties, LLC, a Delaware limited liability company, and Morningstar Foods, LLC, a Delaware limited liability company.

“New WhiteWave Entity” means WhiteWave Foods Company, a Delaware corporation.

“Nonrenewing Financial Institution” has the meaning set forth in Section 4.6(a).

“Obligations” shall have the meaning set forth in Section 2.1.

“Obligor” means a Person obligated to make payments pursuant to a Writing or Contract.

“Original Agreement” has the meaning set forth in the Preliminary Statements to this Agreement.

“Original Closing Date” means December 21, 2001.

“Original Sale Agreement” means that certain Amended and Restated Receivables Sale Agreement, dated as of December 21, 2001, among Morningstar Receivables Corp., the Suiza Originators and Dairy Group, as amended by Amendment No. 1 thereto, dated as of May 15, 2002 and effective for all purposes as of March 31, 2002, and as further amended by Amendment No. 2 thereto, dated as of November 20, 2003, without giving effect to any further amendment thereto.

“Originator” means each of the entities listed on Schedule D hereto, in their respective capacities as sellers under the Receivables Sale Agreements.

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“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Participant” has the meaning set forth in Section 12.2.

“Performance Undertaking” means each of (i) that certain Third Amended and Restated Performance Undertaking, dated as of March 30, 2004, by Provider in favor of Dairy Group, (ii) that certain Second Amended and Restated Dean Performance Undertaking, dated as of March 30, 2004, by Provider in favor of Dairy Group II, (iii) that certain National Brand Group Performance Undertaking, dated as of March 30, 2004, by Provider in favor of WhiteWave and (iv) that certain Morningstar Performance Undertaking, dated as of March 29, 2010, by Provider in favor of Morningstar Receivables, each substantially in the form of Exhibit XI and as each may be further amended, restated or otherwise modified from time to time.

“Periodic Report” means each Monthly Report and, Weekly Report and Daily Report.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Pool Company” means the JPMorgan Company, the Rabo Company, the CL Company and the SunTrust Company.

“Pooled Commercial Paper” means Commercial Paper notes of any Pool Company subject to any particular pooling arrangement by such Pool Company, but excluding Commercial Paper issued by such Pool Company for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by such Pool Company.

“Potential Amortization Event” means an event that, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by JPMorgan or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Pro Rata Share” means, (a) for each Financial Institution, a percentage equal to (i) the Commitment of such Financial Institution, divided by (ii) the aggregate amount of all Commitments of all Financial Institutions in such Financial Institution’s Purchaser Group adjusted as necessary to give effect to the application of the terms of Section 4.6, and (b) for each Company, a percentage equal to (i) the Company Purchase Limit of such Company, divided by (ii) the aggregate amount of all Company Purchase Limits of all Companies hereunder.

“Proposed Reduction Date” has the meaning set forth in Section 1.3.

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“Provider” means Dean Foods Company, a Delaware corporation, together with its successors and assigns.

“Purchase Limit” means $600,000,000, as such amount may be modified in accordance with the terms of Section 4.6(a).

“Purchase Notice” has the meaning set forth in Section 1.2.

“Purchase Price” means, with respect to any Incremental Purchase of a Purchaser Interest, the amount paid to the applicable Seller for such Purchaser Interest that shall not exceed the least of (i) the amount requested by the Administrative Seller in the applicable Purchase Notice, (ii) the unused portion of the Purchase Limit on the applicable purchase date and (iii) the excess, if any, of the Net Receivables Balance (less the Aggregate Reserves) on the applicable purchase date over the aggregate outstanding amount of Aggregate Capital determined as of the date of the most recent Monthly Report, taking into account such proposed Incremental Purchase.

“Purchaser Group” means with respect to (i) each Company, a group consisting of such Company and its Related Financial Institutions and (ii) each Financial Institution, a group consisting of such Financial Institution, the Company for which such Financial Institution is a Related Financial Institution and each other Financial Institution that is a Related Financial Institution for such Company.

“Purchaser Interest” means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Capital, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal:

        C

NRB - AR

where:

C	=	the Capital of such Purchaser Interest.
AR	=	the Aggregate Reserves.
NRB	=	the Net Receivables Balance.

Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the business day immediately preceding the Amortization Date shall remain constant at all times thereafter.

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“Purchasers” means each Company and each Financial Institution.

“Purchasing Financial Institution” has the meaning set forth in Section 12.1(b).

“Rabo Company” means Nieuw Amsterdam Receivables Corporation, a Delaware corporation, together with its successors and assigns.

“Rabobank” means Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A. “Rabobank International”, New York Branch, a Netherlands banking cooperative duly licensed under the laws of the State of New York.

“Rating Agency” means, collectively, the nationally recognized rating agency or agencies chosen by each of the Rabo Company the CL Company to rate its respective Commercial Paper notes at any time, including, as of the date hereof, Moody’s Investors Service, Inc., Fitch Ratings and Standard and Poor’s Ratings Group.

“Rebate/Billback” means, with respect to any Receivable, any incentives provided to the Obligor thereof related to volume rebates or price incentives, the dollar amount of which is known at the time of invoice of such Receivable.

“Receivable” means all indebtedness and other obligations owed to the applicable Originator (at the time it arises, and before giving effect to any transfer or conveyance under any Receivables Sale Agreement or hereunder) or owed to any Seller (after giving effect to any transfer or conveyance under any Receivables Sale Agreement or hereunder) or in which any Seller or such Originator has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale of goods or the rendering of services by such Originator and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless of whether the account debtor or any Seller treats such indebtedness, rights or obligations as a separate payment obligation.

“Receivables Sale Agreement” means each of the Suiza Receivables Sale Agreement, the Dean Receivables Sale Agreement, the Morningstar Receivables Sale Agreement and the WhiteWave Receivables Sale Agreement.

“Records” means, with respect to any Receivable, all Writings or Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

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“Reduction Notice” has the meaning set forth in Section 1.3.

“Regulatory Change” has the meaning set forth in Section 10.2(a).

“Reinvestment” has the meaning set forth in Section 2.2.

“Related Financial Institution” means with respect to each Company, each Financial Institution set forth opposite such Company’s name in Schedule A to this Agreement and/or, in the case of an assignment pursuant to Section 12.1, set forth in the applicable Assignment Agreement.

“Related Security” means, with respect to any Receivable:

(i) all security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Writing or Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

(ii) all guaranties, letters of credit, insurance, “supporting obligations” (within the meaning of Section 9102(a) of the UCC of all applicable jurisdictions) and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Writing or Contract related to such Receivable or otherwise,

(iii) all service contracts and other contracts and agreements associated with such Receivable,

(iv) all Records related to such Receivable,

(v) all of the applicable Seller’s right, title and interest in, to and under the Receivables Sale Agreement to which it is a party in respect of such Receivable and all of the applicable Seller’s right, title and interest in, to and under the applicable Performance Undertaking,

(vi) all of the applicable Seller’s right, title and interest in, to and under each Demand Note, and

(vii) all proceeds of any of the foregoing.

“Required Notice Period” means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below:

Aggregate Reduction	Required Notice Period
£$100,000,000		two Business Days
>$100,000,000 to $250,000,000		five Business Days
³$250,000,000		ten Business Days

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“Required Purchasers” means, at any time, collectively, the Financial Institutions with Commitments in excess of 66- ²/3% of the aggregate Commitments and the Companies with Company Purchase Limits in excess of 66- ²/3% of the aggregate amount of all Company Purchase Limits of all Companies hereunder.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock or other equity interest of any Seller now or hereafter outstanding, except a dividend or distribution payable solely in shares of that class of stock or equity interest or in any junior class of stock or other junior equity interest of such Seller, (ii) 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 or other equity interest of any Seller now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined in the Receivables Sale Agreements), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock or other equity interest of any Seller now or hereafter outstanding, and (v) any payment of management fees by any Seller (except for reasonable management fees to the Originators or their respective Affiliates in reimbursement of actual management services performed).

“Seller” has the meaning set forth in the preamble to this Agreement.

“Seller Parties” has the meaning set forth in the preamble to this Agreement.

“Servicer” means at any time any Person or Persons (which may be the Agent) then authorized pursuant to Article VIII to service, administer and collect Receivables.

“Servicing Fee” has the meaning set forth in Section 8.6.

“Settlement Date” means (A) the 5th Business Day of each month, (B) the last day of the relevant CP (Tranche) Accrual Period in respect of each Purchaser Interest held by the any Pool Company (other than any Purchaser Interest funded substantially with Pooled Commercial Paper) and (C) the last day of the relevant Tranche Period in respect of each Purchaser Interest of the Financial Institutions.

“Settlement Period” means (A) in respect of each Purchaser Interest of each Pool Company that is funded substantially with Pooled Commercial Paper, the immediately preceding CP (Pool) Accrual Period, (B) in respect of each other Purchaser Interest of any Pool Company, the entire CP (Tranche) Accrual Period of such Purchaser Interest and (C) in respect of each Purchaser Interest of the Financial Institutions, the entire Tranche Period of such Purchaser Interest.

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“Southern Foods” means Southern Foods Group, L.P., a Delaware limited partnership.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System to which the Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors of the Federal Reserve System). Such reserve percentages shall include those imposed pursuant to such Regulation D. Any Tranche Period funded based upon the Adjusted LIBO Rate shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time for any Financial Institution or its assignee under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

“Suiza Dairy” means Suiza Dairy Group, LLC, a Delaware limited liability company.

“Suiza Originator” means each of Southern Foods, Country Fresh, GTL, Land-O-Sun and Tuscan Dairies.

“Suiza Receivables Sale Agreement” means that certain Amended and Restated Receivables Sale Agreement, dated as of December 21, 2001, among the Suiza Originators, certain other Originators and Dairy Group, as amended by Amendment No. 1 thereto, dated as of May 15, 2002 and effective for all purposes as of March 31, 2002, as further amended by Amendment No. 2 thereto, dated as of November 20, 2003, as further amended by Amendment No. 3 thereto, dated as of March 30, 2004, as further amended by Amendment No. 4 thereto, dated April 1, 2005, and as further amended by Amendment No. 5 thereto, dated April 27, 2006, as the same may be further amended, restated, supplemented or otherwise modified from time to time.

“SunTrust” means SunTrust Bank, a Georgia banking corporation.

“SunTrust Company” means Three Pillars Funding LLC, a Delaware limited liability company, together with its successors and assigns.

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“SunTrust Company Agent” means SunTrust Robinson Humphrey, Inc., a Tennessee corporation, together with its successors and assigns.

“Stress Factor” means a factor of 2.5 times.

“Terminating Commitment Amount” means, with respect to any Terminating Financial Institution, an amount equal to the Commitment (without giving effect to clause (iii) of the proviso to the penultimate sentence of Section 4.6(a)) of such Terminating Financial Institution, minus, an amount equal to 2% of such Commitment.

“Terminating Commitment Availability” means, with respect to any Terminating Financial Institution, the positive difference (if any) between (a) an amount equal to the Commitment (without giving effect to clause (iii) of the proviso to the penultimate sentence of Section 4.6(a)) of such Terminating Financial Institution, minus, an amount equal to 2% of such Commitment minus (b) the Capital of the Purchaser Interests funded by such Terminating Financial Institution.

“Terminating CP Tranche” has the meaning set forth in Section 3.4(b).

“Terminating Financial Institution” has the meaning set forth in Section 4.6(a).

“Terminating Tranche” has the meaning set forth in Section 4.3(b).

“Termination Date” means, with respect to a Terminating Financial Institution and, if applicable, each Company in such Terminating Financial Institution’s Purchaser Group, the date on which such Terminating Financial Institution became a Non-Renewing Financial Institution or, in the case of Section 9.2, the date such Financial Institution terminates its Commitment in accordance therewith.

“Termination Percentage” has the meaning set forth in Section 2.2.

“Top Twenty-Five Obligors” means, of all Obligors of Receivables, the twenty-five Obligors having the highest aggregate outstanding balances of all Receivables as of the immediately preceding April 2, provided that until the first occurrence of such date after the date hereof, the Top Twenty-Five Obligors shall be those Obligors listed on Schedule F.

“Tranche Period” means, with respect to any Purchaser Interest held by a Financial Institution:

(a) if Yield for such Purchaser Interest is calculated on the basis of the LIBO Rate, a period of one, two, three or six months, or such other period as may be mutually agreeable to the applicable Financial Institution and the Administrative Seller, commencing on a Business Day selected by the Administrative Seller or the applicable Financial Institution pursuant to this Agreement. Such Tranche Period shall end on the day in the applicable succeeding calendar month that corresponds numerically to the beginning day of such Tranche Period, provided, however, that if there is no such numerically corresponding day in such succeeding month, such Tranche Period shall end on the last Business Day of such succeeding month; or

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(b) if Yield for such Purchaser Interest or is calculated on the basis of the Alternate Base Rate, a period commencing on a Business Day selected by the Administrative Seller and agreed to by the applicable Financial Institution, provided no such period shall exceed one month.

If any Tranche Period would end on a day that is not a Business Day, such Tranche Period shall end on the next succeeding Business Day, provided, however, that in the case of Tranche Periods corresponding to the LIBO Rate, if such next succeeding Business Day falls in a new month, such Tranche Period shall end on the immediately preceding Business Day. In the case of any Tranche Period for any Purchaser Interest that commences before the Amortization Date and would otherwise end on a date occurring after the Amortization Date, such Tranche Period shall end on the Amortization Date. The duration of each Tranche Period that commences after the Amortization Date shall be of such duration as selected by the applicable Financial Institution.

“Transaction Documents” means, collectively, this Agreement, each Purchase Notice, each Receivables Sale Agreement, each Collection Account Agreement, each Performance Undertaking, the Intercreditor Agreement, the Fee Letters, the Demand Notes, the Subordinated Notes (as defined in each Receivables Sale Agreement) and all other instruments, documents and agreements executed and delivered in connection herewith.

“Tuscan Dairies” means Tuscan/Lehigh Dairies, Inc., a Delaware corporation.

“UCC” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“Weekly Report” has the meaning set forth in Section 8.5.

“Weekly Report” means an abbreviated Monthly Report in a form reasonably acceptable to the Agent with respect to and as of the end of the immediately preceding calendar week.

“WhiteWave Foods” means WhiteWave Foods Company, a Delaware corporation, formerly known as Dean National Brand Group, Inc., formerly known as Morningstar Foods Inc.

“WhiteWave Receivables Sale Agreement” means the WhiteWave Receivables Sale Agreement, dated as of March 30, 2004, by and between WhiteWave Foods and WhiteWave, as amended by Amendment No. 1, dated as of January 3, 2005, as further amended by Amendment No. 2, dated as of April 1, 2005, as further amended by Amendment No. 3, dated as of July 31, 2006, and as the same may be amended, restated, supplemented or otherwise modified from time to time.

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“Writing” means, with respect to any Receivable, any and all instruments, invoices, purchase orders or other writings (which may be electronic) (other than Contracts) pursuant to which such Receivable arises or that evidences such Receivable.

“Yield” means for each respective Tranche Period relating to Purchaser Interests of the Financial Institutions, an amount equal to the product of the applicable Discount Rate for each Purchaser Interest multiplied by the Capital of such Purchaser Interest for each day elapsed during such Tranche Period, annualized on a 360 day basis.

“Yield and Servicer Reserve” means, on any date an amount equal to, the greater of (i) 2% of Net Receivables Balance as of the close of business on such date, or (ii) the sum of (x) ((LIBO plus Drawn Liquidity Spread) multiplied by ADSO Reserve) divided by 360, and (y) (Servicing Fee multiplied by ADSO Reserve) divided by 360.

where:

ADSO	=	As of the last day of each calendar month, the highest three consecutive month average Days Sales Outstanding during the most recent twelve months preceding the last day of such calendar month.
ADSO Reserve		=        ADSO multiplied by the Stress Factor.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined herein, are used herein as defined in such Article 9.

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Annex A to Exhibit I

Financial Covenant Definitions

***Capitalized terms used in this Annex A and not otherwise defined herein shall have the respective meanings set forth therefor in the Dean Credit Agreement***

“Attributed Principal Amount” means, on any day, with respect to any Permitted Receivables Financing entered into by any Loan 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.

“Consolidated EBITDA” means, 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 expenses (except any such expense that requires accrual of a reserve for anticipated future cash payments for any period), (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 Agent, and (E) other adjustments to Consolidated EBITDA reasonably acceptable to the Agent. Except as otherwise provided herein, the applicable period shall be for the four (4) consecutive quarters ending as of the date of computation. Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to any Permitted Acquisition, relevant sale or disposition or any designation or change of any of the Borrower’s Subsidiaries’ status as a Restricted Subsidiary or an Unrestricted Subsidiary effected during such period.

“Consolidated Funded Indebtedness” means, at any date, the aggregate principal amount of all Funded Indebtedness of the Borrower and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, 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 Swap Agreements, minus interest income for such period, in each case as determined in accordance with GAAP. Except as otherwise provided herein, the applicable period shall be for the four (4) consecutive quarters ending as of the date of computation.

“Consolidated Net Income” means, 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. Except as otherwise provided herein, the applicable period shall be for the four (4) consecutive quarters ending as of the date of computation.

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“Funded Indebtedness” means, with respect to any Person, without duplication, (a) all Indebtedness of such Person other than (i) Indebtedness of the types referred to in clauses (e), (g), (i) and (m) of the definition of “Indebtedness” and (ii) Indebtedness referred to in clause (j) of such definition except to the extent such Indebtedness consists of unpaid reimbursement obligations in respect of drawn amounts under letters of credit or bankers’ acceptance facilities, (b) all Funded Indebtedness of others of the type referred to in clause (a) above secured by (or for which the holder of such Funded Indebtedness 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 Indebtedness of the type referred to in clause (a) above of another Person and (d) Funded Indebtedness 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 Indebtedness” shall exclude any Indebtedness under the Contingent Subordinated Obligation until such time as the Borrower is required to make a cash payment thereunder.

“Hybrid Equity Securities” means any securities issued by the Borrower any Subsidiary or a financing vehicle of the Borrower or any Subsidiary that (i) are classified as possessing a minimum of “intermediate equity content” by Standard & Poor’s and Basket C equity credit by Moody’s Investor Service, Inc. and (ii) other than solely through the issuance of Equity Interests, (A) require no repayments or prepayments and no redemptions, repurchases, sinking fund payments or defeasement and (B) do not otherwise provide for (1) any obligations thereunder or in connection therewith to become due prior to their scheduled maturity or (2) an ability (with or without the giving of notice, the lapse of time or both) for the holder or holders of any such securities or any trustee or agent on its or their behalf to cause any such obligations to become due, in each case, prior to at least 91 days after the 2017 Tranche B Maturity Date.

“Indebtedness” of any Person means, without duplication, 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

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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 Swap 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 Equity Interests 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.

“Interest Coverage Ratio” means, the ratio, determined as of the end of each of fiscal quarter of the Borrower for the most-recently ended four fiscal quarters, of (a) Consolidated EBITDA to (b) Consolidated Interest Expense paid or payable in cash, all calculated for the Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP. NotwithstandingSolely for the foregoing, for purposes of calculating the Interest Coverage Ratio of the Borrower and its Restricted Subsidiaries for the first three complete fiscal quarters to occur after the Effective Date, Consolidated Interest Expense in respect of the Indebtedness hereunder shall be determined by annualizing such interest expense such that for the first complete fiscal quarter to occur after the Effective Date such interest expense would be multiplied by four (4), the first two complete fiscal quarters would be multiplied by two (2) and the first three complete fiscal quarters would be multiplied by one and one-third (1 and 1/3), all in a manner reasonably satisfactory to the Agent.to determine whether an Amortization Event has occurred pursuant to Section 9.1(n), Consolidated EBITDA will be adjusted to (i) add an amount which, in the determination of Consolidated Net Income for the applicable period, has been deducted for (A) non-cash losses from foreign exchange translation adjustments or Swap Agreements during such period and (B) the fees, costs and expenses paid to third parties during such period that directly arise out of and are incurred in order to consummate acquisitions, investments, dispositions and the incurrence or early extinguishment of Indebtedness to the extent such items were subject to capitalization prior to the effectiveness of Financial Accounting Standards Board Statement No. 141R “Business Combinations” but are required under such statement to be expensed currently and (ii) subtract an amount which, in the determination of Consolidated Net Income for the applicable period, has been added for non-cash gains from foreign exchange translation adjustments or Swap Agreements during such period.

“Leverage Ratio” means, on any date, the ratio of (a) Consolidated Funded Indebtedness on such date, minus unrestricted cash in an aggregate amount not to exceed $100,000,000 to the extent held by the Borrower and the Restricted Subsidiaries on a consolidated basis on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).

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Solely for the purposes of calculating the Leverage Ratio to determine whether an Amortization Event has occurred pursuant to Section 9.1(o), (1) Consolidated Funded Indebtedness shall exclude Hybrid Equity Securities issued by the Borrower or any Subsidiary and (2) Consolidated EBITDA will be adjusted to (i) add an amount which, in the determination of Consolidated Net Income for the applicable period, has been deducted for (A) non-cash losses from foreign exchange translation adjustments or Swap Agreements during such period and (B) the fees, costs and expenses paid to third parties during such period that directly arise out of and are incurred in order to consummate acquisitions, investments, dispositions and the incurrence or early extinguishment of Indebtedness to the extent such items were subject to capitalization prior to the effectiveness of Financial Accounting Standards Board Statement No. 141R “Business Combinations” but are required under such statement to be expensed currently and (ii) subtract an amount which, in the determination of Consolidated Net Income for the applicable period, has been added for non-cash gains from foreign exchange translation adjustments or Swap Agreements during such period.

“Permitted Receivables Financing” means any one or more receivables financings in which (a) any Loan 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 Loan 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 Loan 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.

“Receivables Financing SPC” means, in respect of any Permitted Receivables Financing, any Subsidiary or Affiliate of the Borrower to which any Loan 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.

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EXHIBIT II

FORM OF PURCHASE NOTICE

[Date]

JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent 10 S. Dearborn, 19th Floor Mail Code IL1-0079 Asset-Backed Finance Chicago, Illinois 60603-0079 Attention:        Transaction Management	JS Siloed Trust c/o JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent 10 S. Dearborn Mail Code IL10594 Chicago, Illinois 60603-0594 Attention:        Funding Manager
Credit Agricole Corporate and Investment Bank New York Branch (formerly known as Calyon New York Branch, successor to Credit Lyonnais New York Branch) 1301 Avenue of the Americas 17th Floor New York, New York 10019 Attention:        Tina Kourmpetis	Atlantic Asset Securitization LLC (formerly Atlantic Asset Securitization Corp.) c/o Credit Agricole New York Branch 1301 Avenue of the Americas 17th Floor New York, New York 10019 Attention:        Tina Kourmpetis
Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A. “Rabobank International”, New York Branch 245 Park Avenue, 37th Floor New York, NY 10167 Attention:        Transaction Management Email:                naconduit@rabobank.com Facsimile:         (914) 287-2254	Nieuw Amsterdam Receivables Corporation c/o Global Securitization Services 68 South Service Road, Suite 120 Melville, NY 11747 Attention:        Tony Wong Email:                twong@gssnyc.com Facsimile:         (212) 302-8767
SunTrust Bank 303 Peachtree Street NE 3rd Floor, Mail Code 1922 Atlanta, GA 30308 Attention: Gabe Bonfield Phone: 404-588-8711 Fax: 404-575-2693	Three Pillars Funding LLC c/o STRH Controller’s Group 303 Peachtree Street 25th Floor, Mail Code 3906 Atlanta, GA 30308 Phone: 404-813-0809 Fax: 404-658-4052

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Re: PURCHASE NOTICE

Ladies and Gentlemen:

Reference is hereby made to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 2, 2007, by and among Dairy Group Receivables, L.P., Dairy Group Receivables II, L.P., Morningstar Receivables, L.P. and WhiteWave Receivables, L.P., as Sellers, the Servicers party thereto, the Financial Institutions party thereto, the Companies party thereto, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”). Capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Purchase Agreement.

The Agent and the Purchasers are hereby notified of the following Incremental Purchase:

Purchase Price:	$
Date of Purchase:
Requested Discount Rate:	[LIBO Rate] [Alternate Base Rate] [Commercial Paper rate]

Please credit the Purchase Price in immediately available funds to our Facility Account on the above-specified date of purchase as set forth below:

[Account Name]

[Account No.]

[Bank Name & Address]

[ABA #]

Reference:

Telephone advice to: [Name] @ tel. No. (    )

Please advise [Name] at telephone no (    )                      if any Company will not be making this purchase.

In connection with the Incremental Purchase to be made on the above listed “Date of Purchase” (the “Purchase Date”), the Administrative Seller hereby certifies that the following statements are true on the date hereof, and will be true on the Purchase Date (before and after giving effect to the proposed Incremental Purchase):

(i) the representations and warranties of each Seller set forth in Section 5.1 of the Receivables Purchase Agreement are true and correct on and as of the Purchase Date as though made on and as of such date;

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(ii) no event has occurred and is continuing, or would result from the proposed Incremental Purchase, that will constitute an Amortization Event or a Potential Amortization Event;

(iii) the Facility Termination Date has not occurred, the Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%; and

(iv) the amount of Aggregate Capital is $             after giving effect to the Incremental Purchase to be made on the Purchase Date.

Very truly yours,

DAIRY GROUP RECEIVABLES, L.P., as Administrative Seller

By:

Name:

Title:

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EXHIBIT III

JURISDICTION OF ORGANIZATION; PRINCIPAL PLACES OF BUSINESS;

LOCATIONS OF RECORDS; FEIN; STATE ORG. NO.; OTHER NAMES

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
1.     Alta-Dena Certified         Dairy, LLC	DE	17637 East Valley Boulevard City of Industry, California 91744	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2964500	DEA, Inc. (4/27/99) Alta-Dena Certified Dairy, Inc. (04/27/06)
2.     Barber Ice Cream, LLC	DE	126 Barber Court Birmingham, AL 35209	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3506670	None
3.     Barber Milk, LLC	DE	36 Barber Court Birmingham, Alabama 35209	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2845808	BDI Acquisition Co. (1/31/98)Barber Dairies, Inc. (4/1/02) Barber Milk, Inc. (04/27/06)
4.     Berkeley Farms, LLC	CA	25500 Clawiter Road Hayward, California 94545	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		C2117426	d/b/a Bud’s Ice Cream of San Francisco (in CA) BFD Acquisition Co. (11/5/98) Berkeley Farms, Inc. (04/27/06)
5.     Country Fresh, LLC	MI	2555 Buchanan Avenue Grand Rapids, Michigan 49548	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		B58-237	d/b/a Jilbert Dairy, Inc. (7/21/06) Melody Farms, LLC (12/31/07) Golden Valley Dairy, LLC (12/22/06) d/b/a Country Fresh Wesley (12/31/05) d/b/a Dairy Products of Michigan (12/31/05) d/b/a East Coast Ice Cream (12/31/05) d/b/a Embest Dairy (5/24/05) d/b/a McDonald Dairy (5/24/05)

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Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						d/b/a Northern Falls Water Company (terminated 6/17/04) d/b/a Southeastern Juice Packers, Inc. (12/31/05)
						Grocer’s Dairy Co. (12/14/99) Country Fresh I, LLC (12/15/99) CFI/TMP, Inc. (12/16/99) Northern Falls Water Company, Inc. (12/17/99) Dairy Products of Michigan, Inc. (12/18/99)
						Southeastern Juice Packers, Inc. (12/19/99) Frostbite Brands, Inc. (12/20/99) Country Fresh Welsey, Inc. (12/21/99) East Coast Ice Cream L.L.C. (12/22/99) Country Fresh, Inc. (1/4/00)
6.     Creamland Dairies,         LLC	NM	010 Indian School Road, N.W. P.O. Box 25067 (87125) Albuquerque, New Mexico 87102	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		0109595	d/b/a Price’s Creameries (in NM, TX) d/b/a Dean Dairy Products (in NM) Creamland Dairies, Inc. (04/27/06)
7.     Dean Dairy         Holdings LLC	DE	2515 McKinney2711 North Haskell Avenue Suite12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3469364	Dean Dairy Products Company, LLC (12/31/08) Dean Foods Company of Indiana, LLC (12/31/08)

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Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						Dean Illinois Dairies, LLC (12/31/08) Swiss Premium Dairy, LLC (12/31/08)
8.     Dean East, LLC	DE	2900 Bristol Highway Johnson City, TN 37601-3440	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3139100	Dean Midwest Holding, Ltd. (11/30/08) Dean Midwest II, LLC (4/27/06) Dean Southeast, LLC (4/27/06) Suiza Southeast, LLC (12/21/01)
9.     Dean East II, LLC	DE	2900 Bristol Highway Johnson City, TN 37602-3440	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3470598	Dean Midwest, LLC (4/27/06) Dean Northeast II, LLC (4/27/06) RDPC, Inc. ( 1/1/04) Dean Southeast II, LLC (12/21/01)
10.   Dean Foods         Company	DE	2515 McKinney2711  North Haskell Avenue Suite 3400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2434587	Project Puck Corp. (12/21/01) Suiza Holdings, Inc. (3/28/95) Suiza Foods Corporation (12/21/01) Velda Holdings, L.P. (3/28/95) Suiza Holdings, L.P. (3/28/95)
11.   Dean Foods         Company of         California, LLC	DE	6400 Regio Avenue, Building 7 Buena Park, California 90620	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2836028	Dean Foods Company of California, Inc. (04/27/06)
12.   Dean Foods North         Central, LLC	DE	Broadway Place East 3433 Broadway Street NE Minneapolis, Minnesota 55413	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2996385	DFC Acquisition Co. (6/8/00) Dean Foods Lakes, Inc. (6/9/00) Dean Foods North Central, Inc. (4/27/06)

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Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
13.   Dean Milk Company,         LLC	DE	4420 Bishop Lane Louisville, Kentucky 40218	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		4132872	Bowman Dairy Company (2/26/01) Dean Milk Company, Inc. (04/27/06)
14.   Dean West II, LLC	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3469371	International Milk Sales, Inc. (1/9/04) Dean Southwest II, LLC (12/21/01)
15.   Friendship Dairies,         LLC	DE	6701 County Road 20 Friendship, NY 14739	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		4314722	Gilt Edge Cheese Factory, Inc. (8/29/1949) Metco Dairy Distributor, Inc. (1/8/1962) Friendship Properties, Inc. (1/14/1966) Friendship Services, Inc. (6/11/1981) Friendship Food Products, Inc. (6/1/98) Oakman Dairy, Inc. (10/4/1984) Delite Foods, Inc. (12/23/1986) DF Blue, Inc. (3/14/07) d/b/a Health Maid (5/9/08)
16.   Garelick Farms, LLC	DE	124 Grove Street Franklin, Massachusetts 02038	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2972968	d/b/a Ideal Dairy Farms (3/23/06) (NJ, NY) d/b/a Fairdale Farms – New York (in NY) d/b/a Garelick Farms (in MA) d/b/a Garelick Farms – Lynn (in NH, NJ, NY, PA, RI, VT, MA)

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FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						d/b/a Garelick Farms – Lynn LLC (in ME) d/b/a Garelick Farms – Massachusetts (in MA) d/b/a Garelick Farms – New Jersey (in NJ) d/b/a Garelick Farms – New York (in NY) d/b/a Garelick Farms of Maine (in MA, NH, VT) d/b/a Garelick Farms of Maine, LLC (in ME) d/b/a Garelick Farms of Massachusetts (in RI) Garelick Farms of New Jersey (in NY, PA) d/b/a Garelick Farms of New York (in MA, NH, NJ, NY, PA, VT) d/b/a Garelick Farms of Rhode Island (in Ma, PA, RI) d/b/a Garelick Farms of Vermont (in MA, NH, NJ, NY, PA, VT) d/b/a Garelick Farms of Vermont, LLC (in ME) d/b/a Miscoe Springs – Massachusetts (in MA) d/b/a Nature’s Best (in RI) d/b/a Scangas Bros. Holdings – Massachusetts (in MA) d/b/a West Lynn Creamery – Massachusetts (in MA)

5

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						d/b/a West Lynn Creamery – New Hampshire (in NH) d/b/a West Lynn Creamery – New Jersey (in NJ) d/b/a West Lynn Creamery – New York (in NY) d/b/a West Lynn Creamery – Vermont (in VT) d/b/a West Lynn Creamery Realty – Massachusetts (in MA) Suiza GTL, LLC (12/3/98) Grant’s Dairy, Inc. (12/4/98) West Lynn Creamery Realty Corp. (12/5/98) Garelick Farms, Inc. (12/6/1998) Scangas Bros. Holdings, Inc. (12/7/98)
						Miscoe Springs, Inc. (12/8/98) Cumberland Farms, Inc. (12/9/98) West Lynn Creamery, Inc. (12/10/98) Fairdale Farms, Inc. (12/21/01) Dean Northeast, LLC (04/27/06)
17. Dean SoCal, LLC	DE	12171 Madera Way Riverside, California 92503	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3075091	d/b/a Adohr (in CA) d/b/a Adohr Farms (in CA) d/b/a Swiss Dairy (in CA) Suiza SoCal, LLC (12/21/01)

6

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
18.   Dean West, LLC	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3122616	Suiza West, LLC Suiza Southwest, LLC (02/24/00) Dean Southwest, LLC (12/21/01)
19.   Fairmont Dairy,         LLC	DE	15 Kishacoquillas St. Belleville., PA 17004	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3506671	None
20.   Gandy’s Dairies,         LLC	DE	201 University P. O. Box 2588 Lubbock, Texas 79408	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		4132874	Bell Dairy Products, Inc. (04/01/02) Gandy’s Dairies, Inc. (04/27/06)
21.   Kohler Mix         Specialties, LLC	DE	1101 Main Street Sulphur Springs, Texas 75482 100 Milk Lane Newington, Connecticut 06111	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3376817	M-Foods Dairy TXCT, LLC (01/01/04) d/b/a Kohler Mix (MN, TX, CT, MA) d/b/a Kohler Mix Specialties (MN, TX, CT, MA)
22.   Kohler Mix         Specialties of         Minnesota, LLC	DE	4041 Highway 61 White Bear Lake, Minnesota 55110	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3365091	M-Foods Dairy, LLC (01/01/04) d/b/a Kohler Mix (MN) d/b/a Kohler Mix Specialties (MN)
23.   Land-O-Sun         Dairies, LLC	DE	2900 Bristol Highway Johnson City, TN 37601	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3140200	d/b/a Dean Foods of Decatur (IN) (9/16/08) d/b/a East Coast Ice Cream (MD) (11/12/02) d/b/a Pet Dairy Richmond (VA) (3/20/08) Red Oak Milk, LLC (3/18/04)

7

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						d/b/a Frostbite Brands (in OH) Pet Dairy (8-15-94) LOS Dairies, Inc. (9-30-95) Flav-O-Rich (10-10-96) Land-O-Sun Dairies, L.L.C. (12-9-99) Land-O-Sun II, LLC (12-10-99) Land-O-Sun Dairies, Inc. (1-6-00)
24.    Liberty Dairy Company	MI	530 North River Street P. O. Box 575 Evart, Michigan 49631	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		163787	None
25.    Mayfield Dairy Farms, LLC	DE	813 Madison Avenue P.O. Box 310 (37371) Athens, Tennessee 37303	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3469476	d/b/a Atlanta Dairy (GA) (4/21/08) Mayfield Dairy Farms, Inc. (12-21-01) (Tennessee) Mayfield Dairy Farms, Inc. (04/27/06)
26.    McArthur Dairy, LLC	FL	500 Sawgrass Corporate Parkway Sunrise, Florida 33325	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		L06000045847	McArthur Dairy, Inc. (04/27/06)
27.    Meadow Brook Dairy Company	PA	2365 Buffalo Road P.O. Box 7219 Erie, Pennsylvania 16510	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		226097	Meadow Brook Dairy Company, Inc. (2-3-94) MBDC of Pennsylvania (in NY) Guilford Dairy, Inc. (NY) (12/27/65)

8

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
28.    Midwest Ice Cream Company, LLC	DE	630 Meadow Street Belvidere, IL 61008	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3300351	Dean Foods Ice Cream Company (5-31-02) Dean Foods Regional Business Services, Inc. (01/01/04) The Meadows Distributing Company (01/01/04) Midwest Ice Cream Company (04/27/06)
29.    Model Dairy, LLC	DE	500 Gould Street Reno, Nevada 89502	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3140213	Model Dairy, Inc. (1-1-00)
30.    Morningstar Foods, LLC	DE	2515 McKinney2711 North Haskell  Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3741820	d/b/a Milk Products of Alabama, LLC (10/18/04) (AL, LA) d/b/a Ultra Dairy Garelick (9/24/04) (NY) d/b/a Sulphur Springs Cultured Specialties (7/14/08) (TX) Sulphur Springs Cultured Specialties, LLC (6/30/08) Morningstar Frederick, Inc. (6/29/04)
31.    New England Dairies, LLC	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2862651	Mt. Wachusett Dairy (12/1/98) Meola’s Dairy (12/2/98) New England Dairies, Inc. (12/3/98) NED Acquisition Corporation (12/4/98) New England Dairies, Inc. (3/5/99)

9

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
32.    Purity Dairies, LLC	DE	360 Murfreesboro Road Nashville, Tennessee 37210	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3469479	Purity Dairies, Incorporated (04/27/06)
33.    Reiter Dairy, LLC	OH	1961 Commerce Circle Springfield, Ohio 45504	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3528456	Reiter Dairy, Inc. (12/2/86) RDI Purchase Corporation (5-1-02) Reiter Akron, Inc. (6/24/03) Reiter Springfield, LLC (6/24/03) Reiter Dairy of Akron, Inc. (04/27/06) Reiter Dairy of Springfield, LLC (04/27/06)
34.    Robinson Dairy, LLC	DE	646 Bryant Street P. O. Box 5744 (80217) Denver, Colorado 80206			3124439	Robinson Dairy, Inc. (1/1/00)
35.    Shenandoah’s Pride, LLC	DE	5325 Port Royal Road Springfield, Virginia 22151			3203661	None
36.    Southern Foods Group, LLC	DE	3114 S. Haskell Dallas, TX 75223	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		4380273	SFG Newco, LLC (6/28/07) Southern Foods Group, L.P. (6/30/07) d/b/a Barbe’s Dairy (in LA) d/b/a Borden (MO) (7/31/07) d/b/a Borden Dairy Products (in OK) d/b/a Brown’s Dairy (in LA) d/b/a Excelsior Dairy (in HI)

10

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						d/b/a Foremost Dairy (in TX, LA) d/b/a Hygeia Dairy (in TX) d/b/a Meadow Gold (in MT, ID, OK, CO, OR, NV) d/b/a Meadow Gold Dairies (in ID, OK, CO, NE, HI, UT, MO, MT, AZ, OR, NV) d/b/a Mile High Ice Cream (in CO, NE, WY) d/b/a Naalehu Dairy (in HI) d/b/a Oak Farms Dairy (in OK, TX) d/b/a Oak Farms Dairy – Waco (in TX) d/b/a Schepps Dairy (in OK, TX) d/b/a Southwest Ice Cream Specialties (in TX) Brown’s Velvet Dairy (7-12-00) SFG Capital Corporation (01/01/04)
37.    Suiza Dairy Group, LLC	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3098889	Country Delite, LLC (12/31/08) Dairy Fresh, LLC (12/31/08) Louis Trauth Dairy, LLC (12/31/08) Broughton Foods, LLC (12/31/08) Schenkel’s All-Star Dairy, LLC(12/31/08)

11

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						Pet O’Fallon, LLC (12/31/08) DIPS Limited Partner (11/30/08) DIPS GP, Inc. (11/30/08 Suiza Dairy Group Holdings, Inc. (4/27/06) Suiza Dairy Group, Inc. (4/27/06 Suiza Dairy Group, L.P. (12/31/02) Suiza Fluid Dairy Group, L.P. (9/20/99)
38.    Swiss II, LLC	DE	1739 Albion Street Los Angeles, CA 90031	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3754482	Ross Swiss Dairies (2/6/04) (CA)
39.    T.G. Lee Foods, LLC	FL	315 North Bumby Avenue P. O. Box 3033 Orlando, Florida 32802	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		L06000045871	d/b/a T.G. Lee Dairy (FL) Hart’s Dairy, Inc. (8/25/91) HHR Enterprises, Inc. (11-23-91) T.G. Lee Foods, Inc. (04/27/06)
40.    Terrace Dairy, LLC	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3695826	Terrace Dairy, Inc. (8/27/03)
41.    31 Logistics, LLC	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3342991	B. Dean Holding Co. (1/25/01) 31 Logistics, Inc. (2/14/01)

12

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
42.    Tuscan/Lehigh Dairies, Inc.	DE	880 Allentown Rd. Lansdale, PA 19446	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2741400	Tuscan Dairy Farms, Inc. (4-17-97) Dellwood Foods, Inc. (4-18-97) Lehigh Valley Dairies, Inc. (4-19-97) Tuscan/Lehigh Dairies, L.P. (12-31-02)
43.    Verifine Dairy Products of Sheboygan, LLC	WI	1606 Erie Avenue P. O. Box 879 Sheboygan, Wisconsin 53082-0879	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		1V00632	Verifine Dairy Products Corporation of Sheboygan, Inc. (04/27/06)
44.    Dairy Group Receivables, L.P.	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3252887	None
45.    Dairy Group Receivables II, L.P.	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3256737	None
46.    Morningstar Receivables, L.P.	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		4803468	None
47.    WhiteWave Receivables, L.P.	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3782099	Dean National Brand Group, L.P. (7/31/06)
48.    WhiteWave Foods Company		12002 Airport Way Broomfield, CO 80021	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2154694	d/b/a Get Stok’d (CO) (5/11/07) d/b/a Rachel’s (CO, OH, TX, ID, CA, ME, VA, NY) (5/9/07

13

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						d/b/a The Organic Cow (CO, OH, TX, ID, CA, ME, VA, NY) (5/9/07) Horizon Organic Holding Corporation (06/30/06) White Wave, Inc. (06/30/06) WWFC, Inc. (7/31/06) White Wave Foods Company (03/28/05) Dean National Brand Group, Inc. (01/07/05) Morningstar Foods Inc. (03/30/04) Kohler Mix Specialties of Connecticut, Inc. and Midwest Mix, Inc. (01/01/04) Capricorn Acquisition Sub, Inc. (03/25/03) Dean Dip and Dressing Company, LLC (12/31/02) Ryan Foods Company, LLC (12/31/02) Ryan Foods North central, LLC 912/31/02) Mt. Crawford Corporation (12/29/00) Ultra Products Company, L.L.C. (07/27/1999) MStar, Inc. (02/19/1999) Presto Food Products, Inc. (01/15/1997) Avoset Food Corporation and MSF Subsidiary Corporation (12/30/1996)

14

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						Avoset International Ltd., Favorite Foods, Inc. and The Morningstar Group International, Inc. (12/30/1996) Bancroft Dairy Inc.,
						Bancroft Dairy, Maryland Inc., Merritt Foods Inc., Morningstar Foods Inc. Leasing, Wanzer Dairy Inc. (12/30/1994) LLD Acquisition Co. (09/17/1993) Longlife Dairy Products Company, Inc. (12/02/1993) Star Specialty Foods Inc. (03/14/1988)
Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
49.   Alta-Dena Certified         Dairy, LLC	DE	17637 East Valley Boulevard City of Industry, California 91744	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2964500	DEA, Inc. (4/27/99) Alta-Dena Certified Dairy, Inc. (04/27/06)
50.   Barber Milk, LLC	DE	36 Barber Court Birmingham, Alabama 35209	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2845808	BDI Acquisition Co. (1/31/98) Barber Dairies, Inc. (4/1/02) Barber Milk, Inc. (04/27/06)
51.   Berkeley Farms,         LLC	CA	25500 Clawiter Road Hayward, California 94545	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		D0816105	d/b/a Bud’s Ice Cream of San Francisco (in CA) BFD Acquisition Co. (11/5/98) Berkeley Farms, Inc. (04/27/06)
52.   Broughton Foods,         LLC	DE	210 North Seventh Street Marietta, Ohio 45750	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3124438	Broughton Foods Company (12/10/99) LFD Holdings, Inc. (1/2/00)

15

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
53.   Country Delite         Farms, LLC	DE	1401 Church Street Nashville, Tennessee 37203	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3140191	Country Delite Farms, Inc. (1/1/00)
54.   Country Fresh, LLC	MI	4460 44th Street SE Grand Rapids, Michigan 49512	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		B58-237	d/b/a Country Fresh Wesley (12/31/05) d/b/a Dairy Products of Michigan (12/31/05) d/b/a East Coast Ice Cream (12/31/05) d/b/a Embest Dairy (5/24/05) d/b/a McDonald Dairy (5/24/05) d/b/a Northern Falls Water Company d/b/a Southeastern Juice Packers, Inc. (12/31/05) Grocer’s Dairy Co. (02/21/1946) Country Fresh I, LLC (12/15/99) CFI/TMP, Inc. (12/16/99) Northern Falls Water Company, Inc. (12/17/99) Dairy Products of Michigan, Inc. (12/18/99) London’s Farm Dairy, Inc. (12/31/2002) Southeastern Juice Packers, Inc. (12/19/99) Frostbite Brands, Inc. (12/20/99)

16

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						Country Fresh Wesley, Inc. (12/21/99) East Coast Ice Cream L.L.C. (12/22/99) Country Fresh, Inc. (1/4/00)
55.   Creamland Dairies,         LLC	NM	010 Indian School Road, N.W. P. O. Box 25067 (87125) Albuquerque, New Mexico 87102	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3312089	d/b/a Price’s Creameries (in NM, TX) d/b/a Dean Dairy Products (in NM) Creamland Dairies, Inc. (04/27/06)
56.   Dairy Fresh, LLC	DE	2221 Patterson Avenue Winston-Salem, North Carolina 27105	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3140197	Dairy Fresh, Inc. (12/10/99)
57.   Dean Dairy         Holdings, LLC	DE	1858 Oneida Lane Sharpsville, Pennsylvania 16150-9638	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		648705	Fairmont Products, Inc. (04/08/1992) DFC of Pennsylvania, Inc. (04/26/1992) Dean Dairy Products Company (04/27/06)
58.   Dean Foods         Company	DE	2515 McKinney2711  North Haskell Avenue Suite 3400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2434587	Project Puck Corp. (12/20/01) Suiza Holdings, Inc. (12/21/01) Suiza Foods Corporation (12/22/01) Velda Holdings, L.P. (12/23/01) Suiza Holdings, L.P. (12/24/01)
59.   Dean Foods         Company of         California, LLC	DE	6565 Knott Avenue Buena Park, California 90262	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2836028	Dean Foods Company of California, Inc. (04/27/06)

17

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
60.   Dean Foods         Company of         Indiana, LLC	DE	1700 N. Old US 31 (P. O. Box 258) Rochester, Indiana 46975	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2727871	Dean Foods Company of Indiana, Inc. (04/27/06)
61.   Dean Foods North         Central, LLC	DE	Broadway Place East 3433 Broadway Street NE Minneapolis, Minnesota 55413	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2996385	d/b/a Land O’Lakes DFC Acquisition Co. (6/8/00) Dean Foods Lakes, Inc. (6/9/00) Dean Foods North Central, Inc.
62.   Dean Milk         Company, LLC	DE	4420 Bishop Lane Louisville, Kentucky 40218	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		0013514	Bowman Dairy Company (2/26/01) Dean Milk Company, Inc. (04/27/06)
63.   WhiteWave         Receivables, L.P.	DE	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3782099	Dean National Brand Group, L.P. (06/30/06)
64.   Garelick Farms,         LLC	DE	124 Grove Street Franklin, Massachusetts 02038	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2972968	d/b/a Fairdale Farms – New York (in NY) d/b/a Garelick Farms (in MA) d/b/a Garelick Farms – Lynn (in NH, NJ, NY, PA, RI, VT, MA) d/b/a Garelick Farms – Lynn LLC (in ME) d/b/a Garelick Farms – Massachusetts (in MA) d/b/a Garelick Farms – New Jersey (in NJ) d/b/a Garelick Farms – New York (in NY)
						d/b/a Garelick Farms of Maine (in MA, NH, VT) d/b/a Garelick Farms of Maine, LLC (in ME)

18

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						d/b/a Garelick Farms of Massachusetts (in RI) Garelick Farms of New Jersey (in NY, PA) d/b/a Garelick Farms of New York (in MA, NH, NJ, NY, PA, VT) d/b/a Garelick Farms of Rhode Island (in Ma, PA, RI) d/b/a Garelick Farms of Vermont (in MA, NH, NJ, NY, PA, VT) d/b/a Garelick Farms of Vermont, LLC (in ME) d/b/a Miscoe Springs – Massachusetts (in MA) d/b/a Nature’s Best (in RI) d/b/a Scangas Bros. Holdings – Massachusetts (in MA) d/b/a West Lynn Creamery – Massachusetts (in MA)
						d/b/a West Lynn Creamery – New Hampshire (in NH) d/b/a West Lynn Creamery – New Jersey (in NJ) d/b/a West Lynn Creamery – New York (in NY) d/b/a West Lynn Creamery – Vermont (in VT) d/b/a West Lynn Creamery Realty – Massachusetts (in MA) d/b/a Ideal Dairy Farms (NY, NY)

19

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						Suiza GTL, LLC (12/3/98) Grant’s Dairy, Inc. (12/4/98) West Lynn Creamery Realty Corp. (12/5/98) Garelick Farms, Inc. (12/6/1998) Scangas Bros. Holdings, Inc. (12/7/98)
						Miscoe Springs, Inc. (12/8/98) Cumberland Farms, Inc. (12/9/98) West Lynn Creamery, Inc. (12/10/98) Fairdale Farms, Inc. (12/21/01) Dean Northeast, LLC (04/27/06)
65.   Dean SoCal, LLC	DE	12171 Madera Way Riverside, California 92503	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3075091	d/b/a Adohr (in CA) d/b/a Adohr Farms (in CA) d/b/a Swiss Dairy (in CA) Suiza SoCal, LLC (12/21/01)
66.   Dean West, LLC	DE	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3122616	Suiza West, LLC Suiza Southwest, LLC (02/24/00) Dean Southwest, LLC (12/21/01)
67.   Gandy’s Dairies, LLC	DE	201 University P. O. Box 2588 Lubbock, Texas 79408	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		0012489400	Bell Dairy Products, Inc. (04/01/02) Gandy’s Dairies, Inc. (04/27/06)
68.   Kohler Mix         Specialties, LLC	DE	1101 Main Street Sulphur Springs, Texas 75482 100 Milk Lane Newington, Connecticut 06111	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3376817	M-Foods Dairy TXCT, LLC (01/01/04)

20

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
69.   Kohler Mix Specialties         of Minnesota, LLC	DE	4041 Highway 61 White Bear Lake, Minnesota 55110	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3365091	M-Foods Dairy, LLC(01/01/04)
70.   Land-O-Sun Dairies,         LLC	DE	2900 Bristol Highway Johnson City, TN 37601	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3140200	d/b/a Frostbite Brands (in OH) d/b/a East Coast Ice Cream (MD) PET Dairy (8-15-94) LOS Dairies, Inc. (9-30-95) Flav-O-Rich (10-10-96) Land-O-Sun Dairies, L.L.C. (12-9-99) Land-O-Sun II, LLC (12-10-99) Land-O-Sun Dairies, Inc. (1-6-00)
71.   Liberty Dairy Company	MI	530 North River Street P. O. Box 575 Evart, Michigan 49631	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		163787	None
72.   Louis Trauth Dairy, LLC	DE	16 East Eleventh Street P. O. Box 1770 Newport, Kentucky 41071	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3140211	Louis Trauth Dairy, Inc. (1-1-00)
73.   Mayfield Dairy Farms,         LLC	DE	806 E. Madison Avenue P.O. Box 310 (37371) Athens, Tennessee 37303	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3469476	Mayfield Dairy Farms, Inc. (12-21-01) (Tennessee) Mayfield Dairy Farms, Inc. (04/27/06)

21

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
74.   McArthur Dairy,         LLC	FL	500 Sawgrass Corporate Parkway Sunrise, Florida 33325	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		L06000045847	McArthur Dairy, Inc. (04/27/06)
75.   Meadow Brook         Dairy Company	PA	2365 Buffalo Road P. O. Box 7219 Erie, Pennsylvania 16510	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		226097	Meadow Brook Dairy Company, Inc. (2-3-94) MBDC of Pennsylvania (in NY) d/b/a Guilford Dairy Inc. (NY)
76.   Midwest Ice Cream         Company, LLC	DE	3600 North River Road Franklin Park, Illinois 60131	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3300351	Dean Foods Ice Cream Company (5-31-02) Dean Foods Regional Business Services, Inc. (01/01/04) The Meadows Distributing Company (01/01/04) Midwest Ice Cream Company (04/27/06)
77.   Model Dairy, LLC	DE	500 Gould Street Reno, Nevada 89502	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3140213	Model Dairy, Inc. (1-1-00)
78.   Morningstar Foods,         LLC	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3741820	d/b/a Milk Products of Alabama, LLC (AL, LA) d/b/a Ultra Dairy Garelick (NY) d/b/a MStar Foods LLC (WI, TX, IL) Morningstar Frederick, Inc. (06/29/2004)
79.   Purity Dairies, LLC	DE	360 Murfreesboro Road Nashville, Tennessee 37210	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3469479	Purity Dairies, Incorporated (04/27/06)

22

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
80.   Reiter Dairy, LLC	DE	1961 Commerce Circle Springfield, Ohio 45504	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3528456	Reiter Dairy, Inc. (12-2-86) RDI Purchase Corporation (5-1-02) Reiter Akron, Inc. (06/24/2003) Reiter Dairy of Akron, Inc. (04/27/06) Reiter Springfield, LLC 06/25/2003) Reiter Dairy of Springfield, LLC (04/27/06)
81.   Robinson Dairy, LLC	DE	646 Bryant Street P. O. Box 5744 (80217) Denver, Colorado 80206	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3124439	Robinson Dairy, Inc. (1-1-00)
82.   Schenkel’s All-Star         Dairy, LLC	DE	1019 Flaxmill Road Huntingdon, Indiana 46750	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3321189	None
83.   Shenandoah’s Pride,         LLC	DE	5325 Port Royal Road Springfield, Virginia 22151	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3203661	None
84.   Southern Foods Group,         L.P.	DE		2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2463482	d/b/a Barbe’s Dairy (in LA) d/b/a Borden Dairy Products (in OK) d/b/a Borden (MO) d/b/a Brown’s Dairy (in LA) d/b/a Excelsior Dairy (in HI) d/b/a Foremost Dairy (in TX, OK, LA)

23

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						d/b/a Hygeia Dairy (in TX) d/b/a Meadow Gold (in MT, ID, OK, CO, OR, NV) d/b/a Meadow Gold Dairies (in ID, OK, CO, NE, HI, UT, MO, MT, OR, NV) d/b/a Meadow Gold Dairies, LP (AZ)
						d/b/a Mile High Ice Cream (in CO, NE, WY, SD) d/b/a Naalehu Dairy (in HI) d/b/a Oak Farms Dairy (in OK, TX) d/b/a Oak Farms Dairy – Waco (in TX) d/b/a Schepps Dairy (in OK, TX) d/b/a Southwest Ice Cream Specialties (in TX) Brown’s Velvet Dairy (7-12-00) SFG Capital Corporation (01/01/04)
85.   T.G. Lee Foods, LLC	FL	315 North Bumby Avenue P. O. Box 3033 Orlando, Florida 32802	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		L06000045871	d/b/a T.G. Lee Dairy (FL) Hart’s Dairy, Inc. (1-29-91) HHR Enterprises, Inc. (11-23-91) T.G. Lee Foods, Inc. (04/27/06)
86.   Tuscan/Lehigh Dairies,         Inc.	DE	750 Union Avenue Union, New Jersey 07083	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2741400	Tuscan Dairy Farms, Inc.(4-17-97)

24

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						Dellwood Foods, Inc. (4-18-97) Lehigh Valley Dairies, Inc. (4-19-97) Tuscan/Lehigh Dairies, L.P. (12-31-02)
87.   Verifine Dairy         Products of         Sheboygan, LLC	WI	1606 Erie Avenue P. O. Box 879 Sheboygan, Wisconsin 53082-0879	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		V00632	Verifine Dairy Products Corporation of Sheboygan, Inc. (04/27/06)
88.   Dairy Group         Receivables, L.P.	DE	2515 McKinney2711  North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3252887	Suiza Receivables, L.P. (12/21/2001)
89.   Dairy Group         Receivables II,         L.P.	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		3526737	None
90.   Morningstar         Receivables GP,         LLC	DE	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		4803466	None
91.   WhiteWave Foods         Company	DE	12002 Airport Way Broomfield, CO 80021	2515 McKinney2711 North Haskell Avenue Suite 12003400 Dallas, Texas 7520175204		2154694	Horizon Organic Holding Corporation (06/30/06) White Wave, Inc. (06/30/06) White Wave Foods Company (03/28/2005) Dean National Brand Group, Inc. (01/07/2005) Morningstar Foods Inc. (03/30/2004) Kohler Mix Specialties of Connecticut, Inc. and Midwest Mix, Inc. (01/01/2004)

25

FIFTH AMENDED AND RESTATED

Company	Jurisdiction of Organization	Place(s) of Business	Location of Records	Federal Employer Identification No.	State Organizational Number	Prior Corporate Names and Companies Merged
						Capricorn Acquisition Sub, Inc. (03/25/03) Dean Dip and Dressing Company, LLC (12/31/2002) Ryan Foods North Central, LLC (112/31/2002) Ryan Foods Company, LLC (12/31/2002) Mt. Crawford Corporation (12/29/2000) Ultra Products Company, L.L.C. (07/27/1999) MStar, Inc. (02/19/1999) Presto Food Products, Inc. (01/15/1997) Avoset Food Corporation and MSF Subsidiary Corporation (12/30/1996) Avoset International Ltd., Favorite Foods, Inc. and The Morningstar Group International, Inc. (12/30/1996) Bancroft Dairy Inc., Bancroft Dairy Maryland Inc., Merritt Foods Inc., Morningstar Foods Inc. Leasing, and Wanzer Dairy Inc. (12/30/1994)
						LLD Acquisition Co. (09/17/1993) Longlife Dairy Products Company, Inc. (12/02/1993) Star Specialty Foods Inc. (03/14/1988)

26

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

EXHIBIT V

FORM OF COMPLIANCE CERTIFICATE

To: JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent for the benefit of the Purchasers

This Compliance Certificate is furnished pursuant to that certain Fifth Amended and Restated Receivables Purchase Agreement dated as of April 2, 2007, among Dairy Group Receivables, L.P., Dairy Group Receivables II, L.P., Morningstar Receivables, L.P. and WhiteWave Receivables, L.P., as Sellers, the Servicers party thereto, the Financial Institutions party thereto, the Companies party thereto, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent (as amended, restated, supplemented, or otherwise modified from time to time, the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected                      of [Insert name of applicable Seller Party or Originator] (the “Applicable Party”).

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Applicable Party and its Subsidiaries during the accounting period covered by the attached financial statements.

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event that constitutes an Amortization Event or Potential Amortization Event during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in paragraph 5 below.

4. Schedule I attached hereto sets forth financial data and computations evidencing the compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

5. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action that the Applicable Party has taken, is taking, or proposes to take with respect to each such condition or event:

6. As of the date hereof, the jurisdiction of organization of each Seller and each Servicer is Delaware, each of the Sellers and each Servicer is a “registered organization” (within the meaning of Section 9-102 of the UCC in effect in such applicable jurisdiction) and neither any Seller nor any Servicer has changed its jurisdiction of organization since the date of the Agreement.

1

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this      day of                 ,             .

[DAIRY GROUP RECEIVABLES, L.P.]

By:

Name:

Title:

[DAIRY GROUP RECEIVABLES II, L.P.]

By:

Name:

Title:

[MORNINGSTAR RECEIVABLES, L.P.]

By:

Name:

Title:

[WHITEWAVE RECEIVABLES, L.P.]

By:

Name:

Title:

2

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

SCHEDULE I TO COMPLIANCE CERTIFICATE

A. Schedule of Compliance as of                     ,              with Section      of the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

This schedule relates to the month ended:                 

3

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

EXHIBIT VI

FORM OF COLLECTION ACCOUNT AGREEMENT

[On letterhead of Originator]

                ,         

[LockBox Bank/Concentration Bank/Depositary Bank]

Re: [Applicable Originator]

Ladies and Gentlemen:

Reference is hereby made to P.O. Box #             in [city, state, zip code] (the “LockBox”) of which you have exclusive control for the purpose of receiving mail and processing payments therefrom pursuant to that certain [name of lockbox agreement] between you and [applicable Originator] (the “Company”) dated                      (the “Agreement”). You hereby confirm your agreement to perform the services described therein. Among the services you have agreed to perform therein, is to endorse all checks and other evidences of payment, and credit such payments to the Company’s checking account no.              maintained with you in the name of the Company (the “LockBox Account”).

The Company hereby informs you that pursuant to that certain [Amended and Restated Receivables Sale Agreement, dated as of December 21, 2001], [Dean Receivables Sale Agreement, dated as of May 15, 2002 and effective for all purposes as of March 31, 2002], [WhiteWave Receivables Sale Agreement, dated as of March 30, 2004], as amended, restated, supplemented or otherwise modified from time to time, among the Company, the other parties thereto as Originators and [Dairy Group Receivables, L.P.] [Dairy Group Receivables II, L.P.] [Morningstar Receivables, L.P.] [WhiteWave Receivables, L.P.] (“Seller”), the Company has transferred all of its right, title and interest in and to, and exclusive ownership and control of, the Lock-Box and the Lock-Box Account to Seller. The Company and Seller hereby request that the name of the LockBox Account be changed to “[applicable Servicer], as Servicer.”

The Company and Seller hereby irrevocably instruct you, and you hereby agree, that (i) if at any time you receive any instruction originated by JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)) (“JPMorgan”) directing the disposition of funds in the Lock-Box Account you will comply with such instruction without further consent of the Company, Seller or any other person or entity, provided, that until you receive notice in the form attached hereto as Annex A (a “Notice”) from JPMorgan, Seller and the Company, as servicer, shall be entitled to give instructions directing the disposition of funds in the Lock-Box Account; (ii) notwithstanding anything to the contrary contained herein, if at any time you receive conflicting instructions from JPMorgan and Seller or the Company, you shall follow the instructions of JPMorgan and not Seller or the Company; and (iii) upon receiving a Notice, (A) you will take all

1

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

instructions regarding the Lock-Box Account and the disposition of funds therein solely from JPMorgan, (B) the name of the LockBox Account will be changed to JPMorgan for itself and as agent (or any designee of JPMorgan) and JPMorgan will have exclusive ownership of and access to and sole control of the Lock-Box and the LockBox Account, and neither the Company, Seller, nor any of their respective affiliates will have any control of the Lock-Box or the LockBox Account or any access thereto, (C) you will either continue to send the funds from the LockBox to the LockBox Account, or will redirect the funds as JPMorgan may otherwise request, (D) you will transfer monies on deposit in the LockBox Account, at any time, as directed by JPMorgan and otherwise comply with all instructions received from JPMorgan with respect to the Lock-Box and the Lock-Box Account without further consent by the Company, Seller or any other person or entity, (E) all services to be performed by you under the Agreement will be performed on behalf of JPMorgan, and (F) all correspondence or other mail that you have agreed to send to the Company or Seller will be sent to JPMorgan at the following address:

JPMorgan Chase Bank, N.A., as Agent

Mail Code IL1-0079

10 S. Dearborn

Chicago, Illinois 60603-0079

Attention: Credit Manager, Asset Backed

Securities Division

Moreover, upon such notice, JPMorgan for itself and as agent will have all rights and remedies given to the Company (and Seller, as the Company’s assignee) under the Agreement. Seller agrees, however, to continue to pay all fees and other assessments due thereunder at any time.

You hereby acknowledge that monies deposited in the LockBox Account or any other account established with you by JPMorgan for the purpose of receiving funds from the LockBox are subject to the liens of JPMorgan for itself and as agent, and will not be subject to deduction, setoff, recoupment, banker’s lien or any other right you or any other party may have against the Company, Seller or any of their respective affiliates (including, without limitation, any security interest therein arising by operation of law or otherwise, which security interest is hereby released and terminated).

You hereby acknowledge and agree that (i) you are executing this letter agreement and agree to perform hereunder in your capacity as a “bank” as defined in Section 9-102 of the UCC; (ii) the Lock-Box Account is, and will be maintained as, a “deposit account” as defined in Section 9-102 of the UCC and shall be governed by the laws of the State of Illinois; (iii) regardless of any provision in any other agreement, for purposes of the UCC, Illinois shall be deemed to be your jurisdiction (within the meaning of Section 9-304 of the UCC); (iv) there are no agreements entered into between you and/or the Company or Seller with respect to the Lock-Box Account, except the Agreement; (v) you have not entered into, and until termination of this letter agreement will not enter into, any agreement with any other party relating to the Lock-Box Account and/or any financial assets or funds credited or deposited thereto pursuant to which you have agreed to comply with instructions (within the meaning of Section 9-104 of the UCC) of such other party; (vi) you will not change the

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FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

name or account number of the Lock-Box Account without the prior written consent of JPMorgan; (vii) you have not entered into, and until termination of this letter agreement will not enter into, any agreement purporting to limit or condition your obligation to comply with instructions; (viii) except for the claims and interest of JPMorgan and Seller in the Lock-Box Account, you do not know of any lien on or claim to, or interest in the Lock-Box Account or funds deposited or credited thereto; and (ix) if any party asserts any lien, encumbrance or similar process against the Lock-Box Account or funds deposited or credited thereto, you will promptly notify JPMorgan and Seller thereof. All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of Illinois.

THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. This letter agreement may be executed in any number of counterparts and all of such counterparts taken together will be deemed to constitute one and the same instrument.

This letter agreement contains the entire agreement between the parties, and may not be altered, modified, terminated or amended in any respect, nor may any right, power or privilege of any party hereunder be waived or released or discharged, except upon execution by all parties hereto of a written instrument so providing. In the event that any provision in this letter agreement is in conflict with, or inconsistent with, any provision of the Agreement or any other agreement now existing or hereafter entered into, this letter agreement will exclusively govern and control. Each party agrees to take all actions reasonably requested by any other party to carry out the purposes of this letter agreement or to preserve and protect the rights of each party hereunder.

Please indicate your agreement to the terms of this letter agreement by signing in the space provided below. This letter agreement will become effective immediately upon execution of a counterpart of this letter agreement by all parties hereto.

Very truly yours,

[APPLICABLE ORIGINATOR]

By:

Name:

Title:

3

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

[DAIRY GROUP RECEIVABLES, L.P.]

By:

Name:

Title:

[DAIRY GROUP RECEIVABLES II, L.P.]

By:

Name:

Title:

[MORNINGSTAR RECEIVABLES, L.P.]

By:

Name:

Title:

[WHITEWAVE RECEIVABLES, L.P.]

By:

Name:

Title:

Acknowledged and agreed to this      day of             

[COLLECTION BANK]

By:

Name:

Title:

4

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent

By:

Name:

Title:

5

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

ANNEX A

FORM OF NOTICE

[On letterhead of JPMorgan]

                    ,         

[Collection Bank/Depositary Bank/Concentration Bank]

Re: [Applicable Originator]

Ladies and Gentlemen:

We hereby notify you that we are exercising our rights pursuant to that certain letter agreement among [applicable Originator], [Dairy Group Receivables, L.P.] [Dairy Group Receivables II, L.P.] [Morningstar Receivables, L.P.] [WhiteWave Receivables, L.P.], you and us, to have the name of, and to have exclusive ownership and sole control of, account number              (the “LockBox Account”) maintained with you, transferred to us. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Lock-Box Account or the funds credited thereto from any person or entity other than us, unless otherwise ordered by a court of competent jurisdiction. [The LockBox Account will henceforth be a zero balance account, and funds deposited in the LockBox Account should be sent at the end of each day to             .] You have further agreed to perform all other services you are performing under that certain agreement dated              between you and [applicable Originator] on our behalf.

We appreciate your cooperation in this matter.

Very truly yours,

JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)) (for itself and as agent)

By:

Name:

Title:

6

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

EXHIBIT VII

FORM OF ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is entered into as of the      day of             ,         , by and between                              (“Assignor”) and                              (“Assignee”).

PRELIMINARY STATEMENTS

A. This Assignment Agreement is being executed and delivered in accordance with Section 12.1(b) of that certain Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 2, 2007, by and among Dairy Group Receivables, L.P., Dairy Group Receivables II, L.P., Morningstar Receivables, L.P. and WhiteWave Receivables, L.P., as Sellers, the Servicers party thereto, the Financial Institutions party thereto, the Companies party thereto, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Purchase Agreement.

B. Assignor is a Financial Institution party to the Purchase Agreement, and Assignee wishes to become a Financial Institution thereunder; and

C. Assignor is selling and assigning to Assignee an undivided         % (the “Transferred Percentage”) interest in all of Assignor’s rights and obligations under the Purchase Agreement and the Transaction Documents, including, without limitation, Assignor’s Commitment and (if applicable) the Capital of Assignor’s Purchaser Interests as set forth herein.

AGREEMENT

The parties hereto hereby agree as follows:

1. The sale, transfer and assignment effected by this Assignment Agreement shall become effective (the “Effective Date”) two (2) Business Days (or such other date selected by the Agent in its sole discretion) following the date on which a notice substantially in the form of Schedule II to this Assignment Agreement (“Effective Notice”) is delivered by the Agent to the Company in the Assignor’s and Assignee’s Purchaser Group, Assignor and Assignee. From and after the Effective Date, Assignee shall be a Financial Institution party to the Purchase Agreement for all purposes thereof as if Assignee were an original party thereto and Assignee agrees to be bound by all of the terms and provisions contained therein.

2. If Assignor has no outstanding Capital under the Purchase Agreement, on the Effective Date, Assignor shall be deemed to have hereby transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and the Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s

1

FIFTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

Commitment and all rights and obligations associated therewith under the terms of the Purchase Agreement, including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under Article I of the Purchase Agreement.

3. If Assignor has any outstanding Capital under the Purchase Agreement, at or before 12:00 noon, local time of Assignor, on the Effective Date Assignee shall pay to Assignor, in immediately available funds, an amount equal to the sum of (i) the Transferred Percentage of the outstanding Capital of Assignor’s Purchaser Interests (such amount, being hereinafter referred to as the “Assignee’s Capital”); (ii) all accrued but unpaid (whether or not then due) Yield attributable to Assignee’s Capital; and (iii) accruing but unpaid fees and other costs and expenses payable in respect of Assignee’s Capital for the period commencing upon each date such unpaid amounts commence accruing, to and including the Effective Date (the “Assignee’s Acquisition Cost”); whereupon, Assignor shall be deemed to have sold, transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment and the Capital of Assignor’s Purchaser Interests (if applicable) and all related rights and obligations under the Purchase Agreement and the Transaction Documents, including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under Article I of the Purchase Agreement.

4. Concurrently with the execution and delivery hereof, Assignor will provide to Assignee copies of all documents requested by Assignee that were delivered to Assignor pursuant to the Purchase Agreement.

5. Each of the parties to this Assignment Agreement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment Agreement.

6. By executing and delivering this Assignment Agreement, Assignor and Assignee confirm to and agree with each other, the Agent and the other Financial Institutions in the Assignor’s and Assignee’s Purchaser Group as follows: (a) other than the representation and warranty that it has not created any Adverse Claim upon any interest being transferred hereunder, Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by any other Person in or in connection with the Purchase Agreement or the Transaction Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of Assignee, the Purchase Agreement or any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any collateral; (b) Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Seller, any Obligor or any Affiliate thereof or the performance or observance by any Seller, any Obligor or any Affiliate thereof of any of their respective obligations under the Transaction Documents or any other instrument or document furnished pursuant thereto or in connection therewith; (c) Assignee confirms that it has received a copy of the Purchase Agreement and copies of such other Transaction Documents, and other documents and information as it has requested and deemed

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appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (d) Assignee will, independently and without reliance upon the Agent, any Company, any Seller or any other Financial Institution or Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Purchase Agreement and the Transaction Documents; (e) Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (f) Assignee agrees that it will perform in accordance with their terms all of the obligations that, by the terms of the Purchase Agreement and the other Transaction Documents, are required to be performed by it as a Financial Institution (including, without limitation, as a Related Financial Institution) or, when applicable, as a Purchaser.

7. Each party hereto represents and warrants to and agrees with the Agent that it is aware of and will comply with the provisions of the Purchase Agreement, including, without limitation, Article I and Sections 4.1 and 14.6 thereof.

8. Schedule I hereto sets forth the revised Commitment of Assignor, the Company for which Assignee shall act as a Related Financial Institution and the Commitment of Assignee, as well as administrative information with respect to Assignee.

9. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.

10. Assignee hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all senior indebtedness for borrowed money of any Company, it will not institute against, or join any other Person in instituting against, any Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective duly authorized officers of the date hereof.

[ASSIGNOR]

By:

Title:

[ASSIGNEE]

By:

Title:

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SCHEDULE I TO ASSIGNMENT AGREEMENT

LIST OF LENDING OFFICES, ADDRESSES

FOR NOTICES AND COMMITMENT AMOUNTS

Date:                     ,         

Transferred Percentage:     %

	A-1	A-2	B-1	B-2
Assignor	Commitment (prior to  giving effect to  the Assignment Agreement)	Commitment (after giving effect to the Assignment Agreement)	Outstanding Capital (if any)	Ratable Share of Outstanding Capital
		A-2	B-1	B-2
Assignee		Commitment (after giving effect to the Assignment Agreement)	Outstanding Capital (if any)	Ratable Share of Outstanding Capital

Assignee is a Related Financial Institution for:                                         

Address for Notices

Attention:

Phone:

Fax:

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SCHEDULE II TO ASSIGNMENT AGREEMENT

EFFECTIVE NOTICE

TO:	, Assignor
TO:	, Assignee
TO:	, Company

The undersigned, as Agent under the Fifth Amended and Restated Receivables Purchase Agreement dated as of April 2, 2007, by and among Dairy Group Receivables, L.P., Dairy Group Receivables II, L.P., Morningstar Receivables, L.P. and WhiteWave Receivables, L.P., as Sellers, the Servicers party thereto, the Financial Institutions party thereto, the Companies party thereto, and the undersigned, hereby acknowledges receipt of executed counterparts of a completed Assignment Agreement dated as of                 ,          between                             , as Assignor, and                             , as Assignee. Terms defined in such Assignment Agreement are used herein as therein defined.

1. Pursuant to such Assignment Agreement, you are advised that the Effective Date will be                 ,         .

2. Each of the Company in the Assignor’s Purchaser Group and the Administrative Seller hereby consent to the Assignment Agreement as required by Section 12.1(b) of the Purchase Agreement.

[3. Pursuant to such Assignment Agreement, the Assignee is required to pay $             to Assignor at or before 12:00 noon (local time of Assignor) on the Effective Date in immediately available funds.]

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Very truly yours,

JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)),

individually and as Agent

By:

Name:

Title:

[APPLICABLE COMPANY]

By:

Name:

Title:

[DAIRY GROUP RECEIVABLES, L.P.]

By:

Name:

Title:

[DAIRY GROUP RECEIVABLES II, L.P.]

By:

Name:

Title:

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[MORNINGSTAR RECEIVABLES, L.P.]

By:

Name:

Title:

[WHITEWAVE RECEIVABLES, L.P.]

By:

Name:

Title:

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EXHIBIT VIII

CREDIT AND COLLECTION POLICIES

See Exhibit V to each of the Receivables Sale Agreements

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EXHIBIT IX

[Reserved]

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EXHIBIT X

FORM OF MONTHLY REPORT

The above is a true and accurate accounting pursuant to the terms of the Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 2, 2007 (as amended, restated or otherwise modified from time to time, the “Agreement;” capitalized terms used herein and not defined herein shall have the meanings set forth therefor in the Agreement), by and among Dairy Group Receivables, L.P., Dairy Group Receivables II, L.P., Morningstar Receivables, L.P. and WhiteWave Receivables, L.P., as Sellers, the Servicers party thereto, the Financial Institutions party thereto, the Companies party thereto, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent, and I have no knowledge of the existence of any conditions or events that constitute an Amortization Event or Potential Amortization Event during or at the end of the accounting period covered by this monthly report or as of the date of this certificate, except as set forth below.

Based upon a reasonable review of all of the current unaudited financial information of the Provider available to me, I hereby determine, in good faith, that (i) the Leverage Ratio as of the date hereof is [greater than/less than] 4.25 to 1.00 and (ii) the Leverage Ratio for the remainder of the current fiscal quarter is reasonably expected (at all time during such fiscal quarter) to be [greater than/less than] 4.25 to 1.00. [If I have made such a determination that the Leverage Ratio as of the date hereof is greater than 4.25 to 1.00, then I hereby certify that either (i) the Provider has an Available Revolving Commitment (as defined in the Dean Credit Agreement) of at least $50,000,000.00 or (ii) the Servicers will prepare and deliver to the Agent and each Financial Institution a Weekly Report each Wednesday of each of the immediately succeeding four weeks.] [If I have made such a determination that the Leverage Ratio for the remainder of the current fiscal quarter is reasonably expected (at all times during such fiscal quarter) to be greater than 4.25 to 1.00, then I hereby certify that either (i) the Provider will have an Available Revolving Commitment (as defined in the Dean Credit Agreement) of at least $50,000,000.00 for the remainder of the current fiscal quarter or (ii) the Servicers will prepare and deliver to the Agent and each Financial Institution a Weekly Report each Wednesday for the remainder of the fiscal quarter.]

By:

Name:

Title:

Company Name:

Date:

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EXHIBIT XI

THIRD AMENDED AND RESTATED PERFORMANCE UNDERTAKING

This Third Amended and Restated Performance Undertaking (this “Undertaking”), dated as of March 30, 2004, is executed by Dean Foods Company, a Delaware corporation (the “Provider”), in favor of Dairy Group Receivables, L.P., a Delaware limited partnership (together with its successors and assigns, “DGRLP”), and Bank One, NA (Main Office Chicago), for itself and as Agent for the benefit of the Purchasers under the Purchase Agreement (as hereinafter defined) (the “Agent” and, together with DGRLP, the “Recipients”).

RECITALS

1. Each of the Originators party thereto (such Originators are the “Originators” hereunder) and DGRLP have entered into an Amended and Restated Receivables Sale Agreement, dated as of December 21, 2001, as amended by Amendment No. 1 thereto, dated as of May 15, 2002 and effective for all purposes as of March 31, 2002, and as further amended by Amendment No. 2 thereto, dated as of November 20, 2003, and as further amended by Amendment No. 3 thereto, dated as of March 30, 2004 (as so amended, and as further amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”), pursuant to which each Originator, subject to the terms and conditions contained therein, is selling its right, title and interest in and to its accounts receivable to DGRLP.

2. DGRLP, Dairy Group Receivables II, L.P., Specialty Group Receivables, L.P. and Dean National Brand Group, L.P., as Sellers, each of the Originators and certain other Subsidiaries of Provider, as Servicers, the “Companies” (as defined therein), the financial institutions from time to time party thereto as “Financial Institutions” (as defined therein) and Bank One, NA (Main Office Chicago), as Agent, are parties to the Fourth Amended and Restated Receivables Purchase Agreement, dated as of March 30, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement” and, together with the Sale Agreement, the “Agreements”), pursuant to which, among other things, DGRLP, subject to the terms and conditions contained therein, is selling undivided percentage ownership interests to the Purchasers thereunder in the accounts receivable purchased from, among others, the Originators under the Sale Agreement.

3. Each Originator is a direct or indirect Subsidiary of Provider and Provider is expected to receive substantial direct and indirect benefits from the sale of accounts receivable by such Originator pursuant to the Sale Agreement, and the performance by each Originator of its obligations as a Servicer pursuant to the Purchase Agreement (which benefits are hereby acknowledged).

4. It is a condition precedent to the willingness of DGRLP to enter into the Sale Agreement and the willingness of the Agent and the Purchasers to enter into the Purchase Agreement that Provider execute and deliver this Undertaking, agreeing to guaranty the due and punctual performance by each Originator of its Obligations (as hereinafter defined) as provided herein.

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5. Provider acknowledges that DGRLP is entering into the transactions contemplated by the Sale Agreement, and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Provider’s guaranty of the due and punctual performance by each Originator of its Obligations as provided herein.

AGREEMENT

NOW, THEREFORE, Provider hereby agrees as follows:

Section 2. Definitions. Capitalized terms used herein and not defined herein shall have the respective meanings assigned thereto in the Sale Agreement or the Purchase Agreement, as applicable. In addition:

“Obligations” means, collectively, (a) all covenants, agreements, terms, conditions and indemnities to be performed and observed by each Originator under and pursuant to the Sale Agreement and each other document executed and delivered by such Originator pursuant to the Sale Agreement, including, without limitation, the due and punctual payment of all sums which are or may become due and owing by such Originator under the Sale Agreement, whether for fees, expenses (including counsel fees), indemnified amounts or otherwise, whether upon any termination or for any other reason (including, without limitation, interest accruing following the filing of a bankruptcy petition by or against any Originator, at the applicable rate specified in the Agreements, whether or not such interest is allowed or allowable as a claim in bankruptcy) and (b) all obligations of each Originator (i) as a Servicer under the Purchase Agreement or (ii) that arise pursuant to Sections 8.2 or 14.4(a) of the Purchase Agreement as a result of its termination as a Servicer.

Section 3. Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of

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the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Section 4. Provider’s Further Agreements to Pay. Provider further agrees, as the principal obligor and not as a guarantor only, to pay to Recipients (and their respective assigns), forthwith upon demand in funds immediately available to Recipients, all reasonable costs and expenses (including court costs and legal expenses) incurred or expended by Recipients (or any of them) in connection with the Obligations, this Undertaking and the enforcement thereof, together with interest on amounts recoverable under this Undertaking from the time when such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year) equal to the Bank One Prime Rate plus 2% per annum, such rate of interest changing when and as the Bank One Prime Rate changes; provided, however, that in no event shall Provider be required to pay to any Recipient any interest on interest hereunder.

Section 5. Waivers by Provider. Provider waives notice of acceptance of this Undertaking, notice of any action taken or omitted by any Recipient (or its assigns) in reliance on this Undertaking, and any requirement that any Recipient (or its assigns) be diligent or prompt in making demands under this Undertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Originator or asserting any other rights of a Recipient under this Undertaking. Provider warrants that it has adequate means to obtain from such Originator, on a continuing basis, information concerning the financial condition of such Originator, and that it is not relying on any Recipient to provide such information, now or in the future. Provider also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Each Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Provider and without relieving Provider of any liability under this Undertaking, to deal with such Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as such Recipient in its sole discretion deems fit, and to this end Provider agrees that the validity and enforceability of this Undertaking, including without limitation, the provisions of Section 8 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the

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Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of such Originator or any part thereof or amounts which are not covered by this Undertaking even though such Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Originator or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights which Provider may have at any time against such Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of such Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Provider shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.

Section 6. Unenforceability of Obligations Against Any Originator. Notwithstanding (a) any change of ownership of any Originator or the insolvency, bankruptcy or any other change in the legal status of any Originator; (b) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (c) the failure of any Originator or Provider to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations pursuant to the Obligations or this Undertaking; or (d) if any of the moneys included in the Obligations have become irrecoverable from any Originator for any other reason other than final payment in full of the payment Obligations in accordance with their terms, this Undertaking shall nevertheless be binding on Provider and shall constitute the primary obligation of Provider. This Undertaking shall be in addition to any other guaranty or other security for the Obligations, and it shall not be rendered unenforceable by the invalidity of any such other guaranty or security. In the event that acceleration of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Originator or for any other reason with respect to any Originator, all such amounts then due and owing with respect to the Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise executed in connection with the Obligations, shall be immediately due and payable by Provider.

Section 7. Representations and Warranties. Provider hereby represents and warrants to each Recipient that:

(a) Existence and Standing. Provider is a corporation duly organized and validly existing under the laws of its jurisdiction of organization. Provider has and holds all power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except to the extent that the failure to so qualify or hold could not reasonably be expected to have a Material Adverse Effect.

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(b) Authorization, Execution and Delivery; Binding Effect. Provider has the corporate power and authority and legal right to execute and deliver this Undertaking, perform its obligations hereunder and consummate the transactions herein contemplated. The execution and delivery by Provider of this Undertaking, the performance of its obligations and consummation of the transactions contemplated hereunder have been duly authorized by proper corporate proceedings, and Provider has duly executed and delivered this Undertaking. This Undertaking constitutes the legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(c) No Conflict; Government Consent. The execution and delivery by Provider of this Undertaking and the performance of its obligations hereunder do not contravene or violate (i) its certificate or articles of incorporation or bylaws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and, do not result in the creation or imposition of any Adverse Claim on assets of Provider. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Provider of this Undertaking and the performance of its obligations hereunder.

(d) Financial Statements. The consolidated financial statements of Provider dated as of December 31, 2002 heretofore delivered to Recipients have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in all material respects the consolidated financial condition and results of operations of Provider and its consolidated Subsidiaries as of such date and for the period ended on such date. Since the later of (i) December 31, 2002, and (ii) the last time this representation was made or deemed made, no event has occurred that would or could reasonably be expected to have a Material Adverse Effect.

(e) Taxes. Provider and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by Provider or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The United States income tax returns of Provider have been audited by the Internal Revenue Service through the fiscal year ended December 31, 2002. No federal or state tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of Provider and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

(f) Litigation and Contingent Obligations. There are no actions, suits or proceedings pending or, to the best of Provider’s knowledge threatened against or affecting Provider, any of its Subsidiaries or any of their respective properties, in or before

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any court, arbitrator or other body, that could reasonably be expected to have a material adverse effect on (i) the business, properties, condition (financial or otherwise) or results of operations of Provider and its Subsidiaries taken as a whole, (ii) the ability of Provider to perform its obligations under this Undertaking, or (iii) the validity or enforceability of any of this Undertaking or the rights or remedies of any Recipient hereunder. Neither Provider nor any of its Subsidiaries is in default with respect to any order of any court, arbitrator or governmental body and does not have any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 6(d).

(g) Accuracy of Information. All information heretofore furnished by or on behalf of Provider to Recipients (or their respective assigns) for purposes of or in connection with this Undertaking, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Provider to Recipients (or their respective assigns) will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances made or presented.

(h) Not a Holding Company or an Investment Company. Provider is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Provider is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(i) Compliance with Law. Provider and its Subsidiaries have complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Section 8. Covenants. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Undertaking terminates in accordance with its terms, Provider hereby covenants, as to itself, as set forth below:

(i) Financial Reporting. Provider will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Recipients (and their respective assigns):

(1) Annual Reporting. Within 90 days after the close of each of its respective fiscal years, to the extent not furnished under the Purchase Agreement, audited, unqualified consolidated financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) of Provider for such fiscal year certified in a manner acceptable to the Agent by independent public accountants acceptable to the Agent.

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(2) Quarterly Reporting. Within 45 days after the close of the first three (3) quarterly periods of each of its respective fiscal years, to the extent not furnished under the Purchase Agreement, (A) consolidated balance sheets of Provider and its Subsidiaries as at the close of each such period and (B) consolidated statements of income and retained earnings and a statement of cash flows for Provider for the period from the beginning of such fiscal year to the end of such quarter, all certified by its respective chief financial officer or treasurer.

(3) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the shareholders of Provider, to the extent not electronically available, copies of all financial statements, reports and proxy statements so furnished.

(4) S.E.C. Filings. Promptly upon the filing thereof, to the extent not electronically available, copies of all annual, quarterly, monthly or other regular reports that Provider or any of its Subsidiaries files with the Securities and Exchange Commission.

(5) Copies of Dean Credit Agreement Amendments. Promptly after execution thereof, copies of each amendment to the Dean Credit Agreement as in effect from time to time notwithstanding any language to the contrary contained in the definition of “Dean Credit Agreement” set forth in the Purchase Agreement.

(6) Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the condition or operations, financial or otherwise, of Provider as any Recipient (or its assigns) may from time to time reasonably request.

(ii) Notices. Provider will notify Recipients in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(1) Judgment and Proceedings. (A) The entry of any judgment or decree against Provider or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against such Provider and its Subsidiaries could reasonably be expected to have a Material Adverse Effect, and (B) the institution of any litigation, arbitration proceeding or governmental proceeding against Provider that, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

(2) Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

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(3) Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement pursuant to which Provider is a debtor or an obligor that could reasonably be expected to have a Material Adverse Effect.

(iii) Compliance with Laws and Preservation of Existence. Provider will, and will cause each of its Subsidiaries to, comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject if noncompliance with any such law, rule, regulation, order, writ, judgment, injunction, decree or award could reasonably be expected to have a Material Adverse Effect. Provider will, and will cause each of its Subsidiaries to, preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where its business is conducted, except where the failure to so qualify or remain qualified could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

(iv) Credit Agreement Amendment. Provider will not, and will not permit any of its Subsidiaries to, amend or otherwise modify the Dean Credit Agreement (as in effect from time to time notwithstanding any language to the contrary contained in the definition of “Dean Credit Agreement” set forth in the Purchase Agreement) or any document executed in connection therewith in any way that would be materially adverse to the Recipients.

Section 9. Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full, Provider: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of any Recipient, the Agent or any Purchaser against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of each Recipient (including each Purchaser) against any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against such Originator that arise from the existence or performance of Provider’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of Provider to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by any Recipient (including any Purchaser). The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of any Originator to Provider until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce or

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receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider as trustee for Recipients (and their respective assigns) and be paid over to Recipients (or their respective assigns) on account of the Obligations without affecting in any manner the liability of Provider under the other provisions of this Undertaking. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of any Recipient under any separate subordination agreement which such Recipient may at any time and from time to time enter into with Provider.

Section 10. Termination of Performance Undertaking. Provider’s obligations hereunder shall continue in full force and effect until all Obligations are finally paid and satisfied in full and the Purchase Agreement is terminated, provided, that this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Originator or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not any Recipient (or its respective assigns) is in possession of this Undertaking. No invalidity, irregularity or unenforceability by reason of the federal bankruptcy code or any insolvency or other similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Obligations shall impair, affect, be a defense to or claim against the obligations of Provider under this Undertaking.

Section 11. Effect of Bankruptcy. This Undertaking shall survive the insolvency of any Originator and the commencement of any case or proceeding by or against any Originator under the federal bankruptcy code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the federal bankruptcy code with respect to any Originator or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which any Originator is subject shall postpone the obligations of Provider under this Undertaking.

Section 12. Setoff. Regardless of the other means of obtaining payment of any of the Obligations, each Recipient (and its respective assigns) is hereby authorized at any time and from time to time, without notice to Provider (any such notice being expressly waived by Provider) and to the fullest extent permitted by law, upon the occurrence of any Amortization Event or Termination Event, to set off and apply any deposits and other sums against the obligations of Provider under this Undertaking, whether or not such Recipient (or any such assign) shall have made any demand under this Undertaking and although such Obligations may be contingent or unmatured.

Section 13. Taxes. All payments to be made by Provider hereunder shall be made free and clear of any deduction or withholding. If Provider is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, any Recipient receive a net sum equal to the sum which it would have received had no deduction or withholding been made.

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Section 14. Further Assurances. Provider agrees that it will from time to time, at the request of any Recipient (or its assigns), provide information relating to the business and affairs of Provider as such Recipient may reasonably request. Provider also agrees to do all such things and execute all such documents as any Recipient (or its assigns) may reasonably consider necessary or desirable to give full effect to this Undertaking and to perfect and preserve the rights and powers of such Recipient hereunder.

Section 15. Successors and Assigns. This Undertaking shall be binding upon Provider, its successors and permitted assigns, and shall inure to the benefit of and be enforceable by each Recipient and its successors and assigns. Provider may not assign or transfer any of its obligations hereunder without the prior written consent of each Recipient. Each Recipient may assign or otherwise transfer the Agreements, any other documents executed in connection therewith or delivered thereunder or any other agreement or note held by them evidencing, securing or otherwise executed in connection with the Obligations, or sell participations in any interest therein, to any other entity or other person, and such other entity or other person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to the Recipients herein.

Section 16. Amendments and Waivers. No amendment or waiver of any provision of this Undertaking nor consent to any departure by Provider therefrom shall be effective unless the same shall be in writing and signed by each Recipient. No failure on the part of any Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 17. Notices. All notices and other communications provided for hereunder shall be made in writing and shall be addressed as follows: if to Provider, at the address set forth beneath its signature hereto, and if to any Recipient, at the address set forth beneath its signature hereto, or at such other addresses as each of Provider or any Recipient may designate in writing to the other. Each such notice or other communication shall be effective (1) if given by telecopy, upon the receipt thereof, (2) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (3) if given by any other means, when received at the address specified in this Section 16.

Section 18. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

Section 19. CONSENT TO JURISDICTION. EACH OF PROVIDER AND EACH RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING, THE AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF

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PROVIDER AND EACH RECIPIENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

Section 20. Bankruptcy Petition. Provider hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Indebtedness of each Company it will not institute against, or join any other Person in instituting against, any such Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 21. Miscellaneous. This Undertaking constitutes the entire agreement of Provider with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking shall be in addition to any other guaranty of or collateral security for any of the Obligations. The provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Provider hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Provider’s liability under this Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further action by Provider or any Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are 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. Unless otherwise specified, references herein to “Section” shall mean a reference to sections of this Undertaking.

The effect of this Undertaking is to amend and restate that certain Second Amended and Restated Performance Undertaking, dated as of November 20, 2003 (the “Original Undertaking”), by the Provider in favor of DGRLP, and to the extent that any rights, benefits or provisions in favor of the Recipients existed in the Original Undertaking and continue to exist in this Undertaking, as the same may be amended, restated, supplemented or otherwise modified from time to time, without any written waiver of any such rights, benefits or provisions prior to the date hereof, then such rights, benefits or provisions are acknowledged to be and to continue to be effective from and after the date of the Original Undertaking or any applicable portion thereof. The parties hereto agree and acknowledge that any and all rights, remedies and payment provisions under the Original Undertaking shall continue and survive the execution and delivery of this Undertaking.

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All references to the Original Undertaking in the Purchase Agreement and any other Transaction Document or any other agreement, instrument or document executed or delivered in connection herewith or therewith shall be deemed to refer to this Undertaking, as the same may be amended, restated, supplemented or otherwise modified from time to time. The Purchase Agreement and the other Transaction Documents and all other agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary, if any, to give effect to the provisions of this Undertaking, as the same may be amended, restated, supplemented or otherwise modified from time to time.

(Signature Page Follows)

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IN WITNESS WHEREOF, Provider has caused this Undertaking to be executed and delivered as of the date first above written.

DEAN FOODS COMPANY
By:
Name:	Cory M. Olson
Title:	Authorized Signatory
Address:        2515 McKinney Avenue
	Suite 1200 Dallas, Texas 75201

Consented to as of the date first written above:

DAIRY GROUP RECEIVABLES, L.P.
By:	Dairy Group Receivables GP, LLC
Its:	General Partner
	By:
	Name:	Cory M. Olson
	Title:	Authorized Signatory
BANK ONE, NA (MAIN OFFICE CHICAGO), as Agent
By:
Name:	Sherri Gerner
Title:	Director, Capital Markets

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SECOND AMENDED AND RESTATED DEAN PERFORMANCE UNDERTAKING

This Second Amended and Restated Dean Performance Undertaking (this “Undertaking”), dated as of March 30, 2004, is executed by Dean Foods Company, a Delaware corporation (the “Provider”), in favor of Dairy Group Receivables II, L.P., a Delaware limited partnership (together with its successors and assigns, “DGRLP II”), and Bank One, NA (Main Office Chicago), for itself and as Agent for the benefit of the Purchasers under the Purchase Agreement (as hereinafter defined) (the “Agent” and, together with DGRLP II, the “Recipients”).

RECITALS

(i) Each of the Originators party thereto (such Originators are the “Originators” hereunder) and DGRLP II have entered into that certain Dean Receivables Sale Agreement, dated as of May 15, 2002 and effective for all purposes as of March 31, 2002, as amended by Amendment No. 1 thereto, dated as of November 20, 2003, and as further amended by Amendment No. 2 thereto, dated as of the date hereof (as so amended, and as further amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”), pursuant to which each Originator, subject to the terms and conditions contained therein, is selling its right, title and interest in and to its accounts receivable to DGRLP II.

6. Dairy Group Receivables, L.P., DGRLP II, Specialty Group Receivables, L.P. and Dean National Brand Group, L.P., as Sellers, each of the Originators and certain other Subsidiaries of Provider, as Servicers, the “Companies” (as defined therein), the financial institutions from time to time party thereto as “Financial Institutions” (as defined therein) and Bank One, NA (Main Office Chicago), as Agent, are parties to the Fourth Amended and Restated Receivables Purchase Agreement, dated as of March 30, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement” and, together with the Sale Agreement, the “Agreements”), pursuant to which, among other things, DGRLP II, subject to the terms and conditions contained therein, is selling undivided percentage ownership interests to the Purchasers thereunder in the accounts receivable purchased from the Originators, among others, under the Sale Agreement.

7. Each Originator is a direct or indirect Subsidiary of Provider and Provider is expected to receive substantial direct and indirect benefits from the sale of accounts receivable by such Originator pursuant to the Sale Agreement, and the performance by each Originator of its obligations as a Servicer pursuant to the Purchase Agreement (which benefits are hereby acknowledged).

8. It is a condition precedent to the willingness of DGRLP II to enter into the Sale Agreement and the willingness of the Agent and the Purchasers to enter into the Purchase Agreement that Provider execute and deliver this Undertaking, agreeing to guaranty the due and punctual performance by each Originator of its Obligations (as hereinafter defined) as provided herein.

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9. Provider acknowledges that DGRLP II is entering into the transactions contemplated by the Sale Agreement, and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Provider’s guaranty of the due and punctual performance by each Originator of its Obligations as provided herein.

AGREEMENT

NOW, THEREFORE, Provider hereby agrees as follows:

Section 1. Definitions. Capitalized terms used herein and not defined herein shall have the respective meanings assigned thereto in the Sale Agreement or the Purchase Agreement, as applicable. In addition:

“Obligations” means, collectively, (a) all covenants, agreements, terms, conditions and indemnities to be performed and observed by each Originator under and pursuant to the Sale Agreement and each other document executed and delivered by such Originator pursuant to the Sale Agreement, including, without limitation, the due and punctual payment of all sums which are or may become due and owing by such Originator under the Sale Agreement, whether for fees, expenses (including counsel fees), indemnified amounts or otherwise, whether upon any termination or for any other reason (including, without limitation, interest accruing following the filing of a bankruptcy petition by or against any Originator, at the applicable rate specified in the Agreements, whether or not such interest is allowed or allowable as a claim in bankruptcy) and (b) all obligations of each Originator (i) as a Servicer under the Purchase Agreement or (ii) that arise pursuant to Sections 8.2 or 14.4(a) of the Purchase Agreement as a result of its termination as a Servicer.

Section 2. Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results

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from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

Section 3. Provider’s Further Agreements to Pay. Provider further agrees, as the principal obligor and not as a guarantor only, to pay to Recipients (and their respective assigns), forthwith upon demand in funds immediately available to Recipients, all reasonable costs and expenses (including court costs and legal expenses) incurred or expended by Recipients (or any of them) in connection with the Obligations, this Undertaking and the enforcement thereof, together with interest on amounts recoverable under this Undertaking from the time when such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year) equal to the Bank One Prime Rate plus 2% per annum, such rate of interest changing when and as the Bank One Prime Rate changes; provided, however, that in no event shall Provider be required to pay to any Recipient any interest on interest hereunder.

Section 4. Waivers by Provider. Provider waives notice of acceptance of this Undertaking, notice of any action taken or omitted by any Recipient (or its assigns) in reliance on this Undertaking, and any requirement that any Recipient (or its assigns) be diligent or prompt in making demands under this Undertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Originator or asserting any other rights of a Recipient under this Undertaking. Provider warrants that it has adequate means to obtain from such Originator, on a continuing basis, information concerning the financial condition of such Originator, and that it is not relying on any Recipient to provide such information, now or in the future. Provider also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Each Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Provider and without relieving Provider of any liability under this Undertaking, to deal with such Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as such Recipient in its sole discretion deems fit, and to this end Provider agrees that the validity and enforceability of this Undertaking, including without limitation, the provisions of Section 8 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto

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or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of such Originator or any part thereof or amounts which are not covered by this Undertaking even though such Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Originator or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights which Provider may have at any time against such Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of such Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Provider shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.

Section 5. Unenforceability of Obligations Against Any Originator. Notwithstanding (a) any change of ownership of any Originator or the insolvency, bankruptcy or any other change in the legal status of any Originator; (b) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (c) the failure of any Originator or Provider to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations pursuant to the Obligations or this Undertaking; or (d) if any of the moneys included in the Obligations have become irrecoverable from any Originator for any other reason other than final payment in full of the payment Obligations in accordance with their terms, this Undertaking shall nevertheless be binding on Provider and shall constitute the primary obligation of Provider. This Undertaking shall be in addition to any other guaranty or other security for the Obligations, and it shall not be rendered unenforceable by the invalidity of any such other guaranty or security. In the event that acceleration of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Originator or for any other reason with respect to any Originator, all such amounts then due and owing with respect to the Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise executed in connection with the Obligations, shall be immediately due and payable by Provider.

Section 6. Representations and Warranties. Provider hereby represents and warrants to each Recipient that:

(a) Existence and Standing. Provider is a corporation duly organized and validly existing under the laws of its jurisdiction of organization. Provider has and holds all power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except to the extent that the failure to so qualify or hold could not reasonably be expected to have a Material Adverse Effect.

(b) Authorization, Execution and Delivery; Binding Effect. Provider has the corporate power and authority and legal right to execute and deliver this

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Undertaking, perform its obligations hereunder and consummate the transactions herein contemplated. The execution and delivery by Provider of this Undertaking, the performance of its obligations and consummation of the transactions contemplated hereunder have been duly authorized by proper corporate proceedings, and Provider has duly executed and delivered this Undertaking. This Undertaking constitutes the legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(c) No Conflict; Government Consent. The execution and delivery by Provider of this Undertaking and the performance of its obligations hereunder do not contravene or violate (i) its certificate or articles of incorporation or bylaws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and, do not result in the creation or imposition of any Adverse Claim on assets of Provider. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Provider of this Undertaking and the performance of its obligations hereunder.

(d) Financial Statements. The consolidated financial statements of Provider dated as of December 31, 2002 heretofore delivered to Recipients have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in all material respects the consolidated financial condition and results of operations of Provider and its consolidated Subsidiaries as of such date and for the period ended on such date. Since the later of (i) December 31, 2002, and (ii) the last time this representation was made or deemed made, no event has occurred that would or could reasonably be expected to have a Material Adverse Effect.

(e) Taxes. Provider and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by Provider or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The United States income tax returns of Provider have been audited by the Internal Revenue Service through the fiscal year ended December 31, 2002. No federal or state tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of Provider and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

(f) Litigation and Contingent Obligations. There are no actions, suits or proceedings pending or, to the best of Provider’s knowledge threatened against or affecting Provider, any of its Subsidiaries or any of their respective properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a material adverse effect on (i) the business, properties, condition (financial or otherwise) or results of

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operations of Provider and its Subsidiaries taken as a whole, (ii) the ability of Provider to perform its obligations under this Undertaking, or (iii) the validity or enforceability of any of this Undertaking or the rights or remedies of any Recipient hereunder. Neither Provider nor any of its Subsidiaries is in default with respect to any order of any court, arbitrator or governmental body and does not have any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 6(d).

(g) Accuracy of Information. All information heretofore furnished by or on behalf of Provider to Recipients (or their respective assigns) for purposes of or in connection with this Undertaking, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Provider to Recipients (or their respective assigns) will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances made or presented.

(h) Not a Holding Company or an Investment Company. Provider is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Provider is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(i) Compliance with Law. Provider and its Subsidiaries have complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Section 7. Covenants. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Undertaking terminates in accordance with its terms, Provider hereby covenants, as to itself, as set forth below:

(i) Financial Reporting. Provider will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Recipients (and their respective assigns):

(1) Annual Reporting. Within 90 days after the close of each of its respective fiscal years, to the extent not furnished under the Purchase Agreement, audited, unqualified consolidated financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) of Provider for such fiscal year certified in a manner acceptable to the Agent by independent public accountants acceptable to the Agent.

(2) Quarterly Reporting. Within 45 days after the close of the first three (3) quarterly periods of each of its respective

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fiscal years, to the extent not furnished under the Purchase Agreement, (A) consolidated balance sheets of Provider and its Subsidiaries as at the close of each such period and (B) consolidated statements of income and retained earnings and a statement of cash flows for Provider for the period from the beginning of such fiscal year to the end of such quarter, all certified by its respective chief financial officer or treasurer.

(3) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the shareholders of Provider, to the extent not electronically available, copies of all financial statements, reports and proxy statements so furnished.

(4) S.E.C. Filings. Promptly upon the filing thereof, to the extent not electronically available, copies of all annual, quarterly, monthly or other regular reports that Provider or any of its Subsidiaries files with the Securities and Exchange Commission.

(5) Copies of Dean Credit Agreement Amendments. Promptly after execution thereof, copies of each amendment to the Dean Credit Agreement as in effect from time to time notwithstanding any language to the contrary contained in the definition of “Dean Credit Agreement” set forth in the Purchase Agreement.

(6) Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the condition or operations, financial or otherwise, of Provider as any Recipient (or its assigns) may from time to time reasonably request.

(ii) Notices. Provider will notify Recipients in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(1) Judgment and Proceedings. (A) The entry of any judgment or decree against Provider or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against such Provider and its Subsidiaries could reasonably be expected to have a Material Adverse Effect, and (B) the institution of any litigation, arbitration proceeding or governmental proceeding against Provider that, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

(2) Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(3) Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement pursuant to which Provider is a debtor or an obligor that could reasonably be expected to have a Material Adverse Effect.

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(iii) Compliance with Laws and Preservation of Existence. Provider will, and will cause each of its Subsidiaries to, comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject if noncompliance with any such law, rule, regulation, order, writ, judgment, injunction, decree or award could reasonably be expected to have a Material Adverse Effect. Provider will, and will cause each of its Subsidiaries to, preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where its business is conducted, except where the failure to so qualify or remain qualified could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

(iv) Credit Agreement Amendment. Provider will not, and will not permit any of its Subsidiaries to, amend or otherwise modify the Dean Credit Agreement (as in effect from time to time notwithstanding any language to the contrary contained in the definition of “Dean Credit Agreement” set forth in the Purchase Agreement) or any document executed in connection therewith in any way that would be materially adverse to the Recipients.

Section 8. Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full, Provider: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of any Recipient, the Agent or any Purchaser against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of each Recipient (including each Purchaser) against any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against such Originator that arise from the existence or performance of Provider’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of Provider to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by any Recipient (including any Purchaser). The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of any Originator to Provider until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by

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Provider as trustee for Recipients (and their respective assigns) and be paid over to Recipients (or their respective assigns) on account of the Obligations without affecting in any manner the liability of Provider under the other provisions of this Undertaking. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of any Recipient under any separate subordination agreement which such Recipient may at any time and from time to time enter into with Provider.

Section 9. Termination of Performance Undertaking. Provider’s obligations hereunder shall continue in full force and effect until all Obligations are finally paid and satisfied in full and the Purchase Agreement is terminated, provided, that this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Originator or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not any Recipient (or its respective assigns) is in possession of this Undertaking. No invalidity, irregularity or unenforceability by reason of the federal bankruptcy code or any insolvency or other similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Obligations shall impair, affect, be a defense to or claim against the obligations of Provider under this Undertaking.

Section 10. Effect of Bankruptcy. This Undertaking shall survive the insolvency of any Originator and the commencement of any case or proceeding by or against any Originator under the federal bankruptcy code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the federal bankruptcy code with respect to any Originator or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which any Originator is subject shall postpone the obligations of Provider under this Undertaking.

Section 11. Setoff. Regardless of the other means of obtaining payment of any of the Obligations, each Recipient (and its respective assigns) is hereby authorized at any time and from time to time, without notice to Provider (any such notice being expressly waived by Provider) and to the fullest extent permitted by law, upon the occurrence of any Amortization Event or Termination Event, to set off and apply any deposits and other sums against the obligations of Provider under this Undertaking, whether or not such Recipient (or any such assign) shall have made any demand under this Undertaking and although such Obligations may be contingent or unmatured.

Section 12. Taxes. All payments to be made by Provider hereunder shall be made free and clear of any deduction or withholding. If Provider is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, any Recipient receive a net sum equal to the sum which it would have received had no deduction or withholding been made.

Section 13. Further Assurances. Provider agrees that it will from time to time, at the request of any Recipient (or its assigns), provide information relating to the business and affairs of Provider as such Recipient may reasonably request. Provider also agrees to

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do all such things and execute all such documents as any Recipient (or its assigns) may reasonably consider necessary or desirable to give full effect to this Undertaking and to perfect and preserve the rights and powers of such Recipient hereunder.

Section 14. Successors and Assigns. This Undertaking shall be binding upon Provider, its successors and permitted assigns, and shall inure to the benefit of and be enforceable by each Recipient and its successors and assigns. Provider may not assign or transfer any of its obligations hereunder without the prior written consent of each Recipient. Each Recipient may assign or otherwise transfer the Agreements, any other documents executed in connection therewith or delivered thereunder or any other agreement or note held by them evidencing, securing or otherwise executed in connection with the Obligations, or sell participations in any interest therein, to any other entity or other person, and such other entity or other person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to the Recipients herein.

Section 15. Amendments and Waivers. No amendment or waiver of any provision of this Undertaking nor consent to any departure by Provider therefrom shall be effective unless the same shall be in writing and signed by each Recipient. No failure on the part of any Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 16. Notices. All notices and other communications provided for hereunder shall be made in writing and shall be addressed as follows: if to Provider, at the address set forth beneath its signature hereto, and if to any Recipient, at the address set forth beneath its signature hereto, or at such other addresses as each of Provider or any Recipient may designate in writing to the other. Each such notice or other communication shall be effective (1) if given by telecopy, upon the receipt thereof, (2) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (3) if given by any other means, when received at the address specified in this Section 16.

Section 17. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

Section 18. CONSENT TO JURISDICTION. EACH OF PROVIDER AND EACH RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING, THE AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF PROVIDER AND EACH RECIPIENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY

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WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

Section 19. Bankruptcy Petition. Provider hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Indebtedness of each Company it will not institute against, or join any other Person in instituting against, any such Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 20. Miscellaneous. This Undertaking constitutes the entire agreement of Provider with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking shall be in addition to any other guaranty of or collateral security for any of the Obligations. The provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Provider hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Provider’s liability under this Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further action by Provider or any Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are 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. Unless otherwise specified, references herein to “Section” shall mean a reference to sections of this Undertaking.

The effect of this Undertaking is to amend and restate that certain Amended and Restated Performance Undertaking, dated as of November 20, 2003 (the “Original Undertaking”), by the Provider in favor of DGRLP II, and to the extent that any rights, benefits or provisions in favor of the Recipients existed in the Original Undertaking and continue to exist in this Undertaking, as the same may be amended, restated, supplemented or otherwise modified from time to time, without any written waiver of any such rights, benefits or provisions prior to the date hereof, then such rights, benefits or provisions are acknowledged to be and to continue to be effective from and after the date of the Original Undertaking or any applicable portion thereof. The parties hereto agree and acknowledge that any and all rights, remedies and payment provisions under the Original Undertaking shall continue and survive the execution and delivery of this Undertaking.

All references to the Original Undertaking in the Purchase Agreement and any other Transaction Document or any other agreement, instrument or document executed or delivered in connection herewith or therewith shall be deemed to refer to this Undertaking, as the same may be amended, restated, supplemented or otherwise modified

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from time to time. The Purchase Agreement and the other Transaction Documents and all other agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary, if any, to give effect to the provisions of this Undertaking, as the same may be amended, restated, supplemented or otherwise modified from time to time.

(Signature Page Follows)

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IN WITNESS WHEREOF, Provider has caused this Undertaking to be executed and delivered as of the date first above written.

DEAN FOODS COMPANY
By:
Name:	Cory M. Olson
Title:	Authorized Signatory
Address:	2515 McKinney Avenue
	Suite 1200 Dallas, Texas 75201

Consented to as of the date first written above:

DAIRY GROUP RECEIVABLES II, L.P.
By:	Dairy Group Receivables GP II, LLC
Its:	General Partner
	By:
	Name:	Cory M. Olson
	Title:	Authorized Signatory
BANK ONE, NA (MAIN OFFICE CHICAGO), as Agent
By:
Name:	Sherri Gerner
Title:	Director, Capital Markets

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NATIONAL BRAND GROUP PERFORMANCE UNDERTAKING

This National Brand Group Performance Undertaking (this “Undertaking”), dated as of March 30, 2004, is executed by Dean Foods Company, a Delaware corporation (the “Provider”), in favor of Dean National Brand Group, L.P., a Delaware limited partnership (together with its successors and assigns, “Dean Newco”), and Bank One, NA (Main Office Chicago), for itself and as Agent for the benefit of the Purchasers under the Purchase Agreement (as hereinafter defined) (the “Agent” and, together with Dean Newco, the “Recipients”).

RECITALS

(i) Each of the Originators party thereto (such Originators are the “Originators” hereunder) and Dean Newco have entered into that certain National Brand Group Receivables Sale Agreement, dated as of March 30, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”), pursuant to which each Originator, subject to the terms and conditions contained therein, is selling its right, title and interest in and to its accounts receivable to Dean Newco.

10. Dean Newco, Dairy Group Receivables, L.P., Dairy Group Receivables II, L.P. and Specialty Group Receivables, L.P., as Sellers, each of the Originators and certain other Subsidiaries of Provider, as Servicers, the “Companies” (as defined therein), the financial institutions from time to time party thereto as “Financial Institutions” (as defined therein) and Bank One, NA (Main Office Chicago), as Agent, are parties to the Fourth Amended and Restated Receivables Purchase Agreement, dated as of March 30, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement” and, together with the Sale Agreement, the “Agreements”), pursuant to which, among other things, Dean Newco, subject to the terms and conditions contained therein, is selling undivided percentage ownership interests to the Purchasers thereunder in the accounts receivable purchased from the Originators, among others, under the Sale Agreement.

11. Each Originator is a direct or indirect Subsidiary of Provider and Provider is expected to receive substantial direct and indirect benefits from the sale of accounts receivable by such Originator pursuant to the Sale Agreement, and the performance by each Originator of its obligations as a Servicer pursuant to the Purchase Agreement (which benefits are hereby acknowledged).

12. It is a condition precedent to the willingness of Dean Newco to enter into the Sale Agreement and the willingness of the Agent and the Purchasers to enter into the Purchase Agreement that Provider execute and deliver this Undertaking, agreeing to guaranty the due and punctual performance by each Originator of its Obligations (as hereinafter defined) as provided herein.

13. Provider acknowledges that Dean Newco is entering into the transactions contemplated by the Sale Agreement, and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Provider’s guaranty of the due and punctual performance by each Originator of its Obligations as provided herein.

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AGREEMENT

NOW, THEREFORE, Provider hereby agrees as follows:

Section 1. Definitions. Capitalized terms used herein and not defined herein shall have the respective meanings assigned thereto in the Sale Agreement or the Purchase Agreement, as applicable. In addition:

“Obligations” means, collectively, (a) all covenants, agreements, terms, conditions and indemnities to be performed and observed by each Originator under and pursuant to the Sale Agreement and each other document executed and delivered by such Originator pursuant to the Sale Agreement, including, without limitation, the due and punctual payment of all sums which are or may become due and owing by such Originator under the Sale Agreement, whether for fees, expenses (including counsel fees), indemnified amounts or otherwise, whether upon any termination or for any other reason (including, without limitation, interest accruing following the filing of a bankruptcy petition by or against any Originator, at the applicable rate specified in the Agreements, whether or not such interest is allowed or allowable as a claim in bankruptcy) and (b) all obligations of each Originator (i) as a Servicer under the Purchase Agreement or (ii) that arise pursuant to Sections 8.2 or 14.4(a) of the Purchase Agreement as a result of its termination as a Servicer.

Section 2. Guaranty of Performance of Obligations. Provider hereby guarantees to the Recipients the full and punctual payment and performance by each Originator of its Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Originator under the Agreements and each other document executed and delivered by any such Originator pursuant to the Agreements and is in no way conditioned upon any requirement that any Recipient first attempt to collect any amounts owing by any Originator to such Recipient (including any Purchaser) from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of any Recipient (including any Purchaser) in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Obligations, after giving effect to any applicable grace period, each Recipient (or its respective assigns) may cause the immediate performance by Provider of such Originator’s Obligations and cause any payment Obligations of such Originator to become forthwith due and payable to any Recipient (or its respective assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Provider shall not be responsible for any Obligations to the extent the failure to perform such Obligations by such Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve such Originator from performing in full its Obligations under the Agreements or Provider of its undertaking hereunder with respect to the full performance of such duties.

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Section 3. Provider’s Further Agreements to Pay. Provider further agrees, as the principal obligor and not as a guarantor only, to pay to Recipients (and their respective assigns), forthwith upon demand in funds immediately available to Recipients, all reasonable costs and expenses (including court costs and legal expenses) incurred or expended by Recipients (or any of them) in connection with the Obligations, this Undertaking and the enforcement thereof, together with interest on amounts recoverable under this Undertaking from the time when such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year) equal to the Bank One Prime Rate plus 2% per annum, such rate of interest changing when and as the Bank One Prime Rate changes; provided, however, that in no event shall Provider be required to pay to any Recipient any interest on interest hereunder.

Section 4. Waivers by Provider. Provider waives notice of acceptance of this Undertaking, notice of any action taken or omitted by any Recipient (or its assigns) in reliance on this Undertaking, and any requirement that any Recipient (or its assigns) be diligent or prompt in making demands under this Undertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Originator or asserting any other rights of a Recipient under this Undertaking. Provider warrants that it has adequate means to obtain from such Originator, on a continuing basis, information concerning the financial condition of such Originator, and that it is not relying on any Recipient to provide such information, now or in the future. Provider also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Each Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Provider and without relieving Provider of any liability under this Undertaking, to deal with such Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as such Recipient in its sole discretion deems fit, and to this end Provider agrees that the validity and enforceability of this Undertaking, including without limitation, the provisions of Section 8 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Obligations or any part thereof; (e) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of such Originator or

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any part thereof or amounts which are not covered by this Undertaking even though such Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Originator or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights which Provider may have at any time against such Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof; or (i) any failure on the part of such Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Provider shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.

Section 5. Unenforceability of Obligations Against Any Originator. Notwithstanding (a) any change of ownership of any Originator or the insolvency, bankruptcy or any other change in the legal status of any Originator; (b) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (c) the failure of any Originator or Provider to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations pursuant to the Obligations or this Undertaking; or (d) if any of the moneys included in the Obligations have become irrecoverable from any Originator for any other reason other than final payment in full of the payment Obligations in accordance with their terms, this Undertaking shall nevertheless be binding on Provider and shall constitute the primary obligation of Provider. This Undertaking shall be in addition to any other guaranty or other security for the Obligations, and it shall not be rendered unenforceable by the invalidity of any such other guaranty or security. In the event that acceleration of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Originator or for any other reason with respect to any Originator, all such amounts then due and owing with respect to the Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise executed in connection with the Obligations, shall be immediately due and payable by Provider.

Section 6. Representations and Warranties. Provider hereby represents and warrants to each Recipient that:

(a) Existence and Standing. Provider is a corporation duly organized and validly existing under the laws of its jurisdiction of organization. Provider has and holds all power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except to the extent that the failure to so qualify or hold could not reasonably be expected to have a Material Adverse Effect.

(b) Authorization, Execution and Delivery; Binding Effect. Provider has the corporate power and authority and legal right to execute and deliver this Undertaking, perform its obligations hereunder and consummate the transactions herein contemplated. The execution and delivery by Provider of this Undertaking, the

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performance of its obligations and consummation of the transactions contemplated hereunder have been duly authorized by proper corporate proceedings, and Provider has duly executed and delivered this Undertaking. This Undertaking constitutes the legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(c) No Conflict; Government Consent. The execution and delivery by Provider of this Undertaking and the performance of its obligations hereunder do not contravene or violate (i) its certificate or articles of incorporation or bylaws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and, do not result in the creation or imposition of any Adverse Claim on assets of Provider. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Provider of this Undertaking and the performance of its obligations hereunder.

(d) Financial Statements. The consolidated financial statements of Provider dated as of December 31, 2002 heretofore delivered to Recipients have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in all material respects the consolidated financial condition and results of operations of Provider and its consolidated Subsidiaries as of such date and for the period ended on such date. Since the later of (i) December 31, 2002, and (ii) the last time this representation was made or deemed made, no event has occurred that would or could reasonably be expected to have a Material Adverse Effect.

(e) Taxes. Provider and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by Provider or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The United States income tax returns of Provider have been audited by the Internal Revenue Service through the fiscal year ended December 31, 2002. No federal or state tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of Provider and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

(f) Litigation and Contingent Obligations. There are no actions, suits or proceedings pending or, to the best of Provider’s knowledge threatened against or affecting Provider, any of its Subsidiaries or any of their respective properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a material adverse effect on (i) the business, properties, condition (financial or otherwise) or results of operations of Provider and its Subsidiaries taken as a whole, (ii) the ability of Provider to perform its obligations under this Undertaking, or (iii) the validity or enforceability of any

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of this Undertaking or the rights or remedies of any Recipient hereunder. Neither Provider nor any of its Subsidiaries is in default with respect to any order of any court, arbitrator or governmental body and does not have any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 6(d).

(g) Accuracy of Information. All information heretofore furnished by or on behalf of Provider to Recipients (or their respective assigns) for purposes of or in connection with this Undertaking, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Provider to Recipients (or their respective assigns) will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances made or presented.

(h) Not a Holding Company or an Investment Company. Provider is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Provider is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(i) Compliance with Law. Provider and its Subsidiaries have complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Section 7. Covenants. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Undertaking terminates in accordance with its terms, Provider hereby covenants, as to itself, as set forth below:

(i) Financial Reporting. Provider will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Recipients (and their respective assigns):

(1) Annual Reporting. Within 90 days after the close of each of its respective fiscal years, to the extent not furnished under the Purchase Agreement, audited, unqualified consolidated financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) of Provider for such fiscal year certified in a manner acceptable to the Agent by independent public accountants acceptable to the Agent.

(2) Quarterly Reporting. Within 45 days after the close of the first three (3) quarterly periods of each of its respective fiscal years, to the extent not furnished under the Purchase Agreement, (A) consolidated balance sheets of Provider and its Subsidiaries as at the close

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of each such period and (B) consolidated statements of income and retained earnings and a statement of cash flows for Provider for the period from the beginning of such fiscal year to the end of such quarter, all certified by its respective chief financial officer or treasurer.

(3) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the shareholders of Provider, to the extent not electronically available, copies of all financial statements, reports and proxy statements so furnished.

(4) S.E.C. Filings. Promptly upon the filing thereof, to the extent not electronically available, copies of all annual, quarterly, monthly or other regular reports that Provider or any of its Subsidiaries files with the Securities and Exchange Commission.

(5) Copies of Dean Credit Agreement Amendments. Promptly after execution thereof, copies of each amendment to the Dean Credit Agreement as in effect from time to time notwithstanding any language to the contrary contained in the definition of “Dean Credit Agreement” set forth in the Purchase Agreement.

(6) Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the condition or operations, financial or otherwise, of Provider as any Recipient (or its assigns) may from time to time reasonably request.

(ii) Notices. Provider will notify Recipients in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(1) Judgment and Proceedings. (A) The entry of any judgment or decree against Provider or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against such Provider and its Subsidiaries could reasonably be expected to have a Material Adverse Effect, and (B) the institution of any litigation, arbitration proceeding or governmental proceeding against Provider that, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

(2) Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(3) Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement pursuant to which Provider is a debtor or an obligor that could reasonably be expected to have a Material Adverse Effect.

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(iii) Compliance with Laws and Preservation of Existence. Provider will, and will cause each of its Subsidiaries to, comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject if noncompliance with any such law, rule, regulation, order, writ, judgment, injunction, decree or award could reasonably be expected to have a Material Adverse Effect. Provider will, and will cause each of its Subsidiaries to, preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where its business is conducted, except where the failure to so qualify or remain qualified could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

(iv) Credit Agreement Amendment. Provider will not, and will not permit any of its Subsidiaries to, amend or otherwise modify the Dean Credit Agreement (as in effect from time to time notwithstanding any language to the contrary contained in the definition of “Dean Credit Agreement” set forth in the Purchase Agreement) or any document executed in connection therewith in any way that would be materially adverse to the Recipients.

Section 8. Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full, Provider: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of any Recipient, the Agent or any Purchaser against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of each Recipient (including each Purchaser) against any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against such Originator that arise from the existence or performance of Provider's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of Provider to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by any Recipient (including any Purchaser). The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of any Originator to Provider until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider as trustee for Recipients (and their respective assigns) and be paid over to Recipients (or their respective assigns) on account of the Obligations without affecting in any manner the liability of Provider under the other provisions of this Undertaking. The

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provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of any Recipient under any separate subordination agreement which such Recipient may at any time and from time to time enter into with Provider.

Section 9. Termination of Performance Undertaking. Provider’s obligations hereunder shall continue in full force and effect until all Obligations are finally paid and satisfied in full and the Purchase Agreement is terminated, provided, that this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Originator or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not any Recipient (or its respective assigns) is in possession of this Undertaking. No invalidity, irregularity or unenforceability by reason of the federal bankruptcy code or any insolvency or other similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Obligations shall impair, affect, be a defense to or claim against the obligations of Provider under this Undertaking.

Section 10. Effect of Bankruptcy. This Undertaking shall survive the insolvency of any Originator and the commencement of any case or proceeding by or against any Originator under the federal bankruptcy code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the federal bankruptcy code with respect to any Originator or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which any Originator is subject shall postpone the obligations of Provider under this Undertaking.

Section 11. Setoff. Regardless of the other means of obtaining payment of any of the Obligations, each Recipient (and its respective assigns) is hereby authorized at any time and from time to time, without notice to Provider (any such notice being expressly waived by Provider) and to the fullest extent permitted by law, upon the occurrence of any Amortization Event or Termination Event, to set off and apply any deposits and other sums against the obligations of Provider under this Undertaking, whether or not such Recipient (or any such assign) shall have made any demand under this Undertaking and although such Obligations may be contingent or unmatured.

Section 12. Taxes. All payments to be made by Provider hereunder shall be made free and clear of any deduction or withholding. If Provider is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, any Recipient receive a net sum equal to the sum which it would have received had no deduction or withholding been made.

Section 13. Further Assurances. Provider agrees that it will from time to time, at the request of any Recipient (or its assigns), provide information relating to the business and affairs of Provider as such Recipient may reasonably request. Provider also agrees to do all such things and execute all such documents as any Recipient (or its assigns) may reasonably consider necessary or desirable to give full effect to this Undertaking and to perfect and preserve the rights and powers of such Recipient hereunder.

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Section 14. Successors and Assigns. This Undertaking shall be binding upon Provider, its successors and permitted assigns, and shall inure to the benefit of and be enforceable by each Recipient and its successors and assigns. Provider may not assign or transfer any of its obligations hereunder without the prior written consent of each Recipient. Each Recipient may assign or otherwise transfer the Agreements, any other documents executed in connection therewith or delivered thereunder or any other agreement or note held by them evidencing, securing or otherwise executed in connection with the Obligations, or sell participations in any interest therein, to any other entity or other person, and such other entity or other person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to the Recipients herein.

Section 15. Amendments and Waivers. No amendment or waiver of any provision of this Undertaking nor consent to any departure by Provider therefrom shall be effective unless the same shall be in writing and signed by each Recipient. No failure on the part of any Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 16. Notices. All notices and other communications provided for hereunder shall be made in writing and shall be addressed as follows: if to Provider, at the address set forth beneath its signature hereto, and if to any Recipient, at the address set forth beneath its signature hereto, or at such other addresses as each of Provider or any Recipient may designate in writing to the other. Each such notice or other communication shall be effective (1) if given by telecopy, upon the receipt thereof, (2) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (3) if given by any other means, when received at the address specified in this Section 16.

Section 17. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

Section 18. CONSENT TO JURISDICTION. EACH OF PROVIDER AND EACH RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING, THE AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF PROVIDER AND EACH RECIPIENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

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Section 19. Bankruptcy Petition. Provider hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Indebtedness of each Company it will not institute against, or join any other Person in instituting against, any such Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 20. Miscellaneous. This Undertaking constitutes the entire agreement of Provider with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking shall be in addition to any other guaranty of or collateral security for any of the Obligations. The provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Provider hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Provider’s liability under this Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further action by Provider or any Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are 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. Unless otherwise specified, references herein to “Section” shall mean a reference to sections of this Undertaking.

(Signature Page Follows)

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IN WITNESS WHEREOF, Provider has caused this Undertaking to be executed and delivered as of the date first above written.

DEAN FOODS COMPANY
By:
Name:	Cory M. Olson
Title:	Authorized Signatory
Address:	2515 McKinney Avenue
	Suite 1200 Dallas, Texas 75201

Consented to as of the date first written above:

DEAN NATIONAL BRAND GROUP, L.P.
By:	Dean National Brand Group GP, LLC
Its:	General Partner
	By:
	Name:	Cory M. Olson
	Title:	Authorized Signatory
BANK ONE, NA (MAIN OFFICE CHICAGO), as Agent
By:
Name:	Sherri Gerner
Title:	Director, Capital Markets

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SCHEDULE A

COMMITMENTS, COMPANY PURCHASE LIMITS,

PAYMENT ADDRESSES AND RELATED FINANCIAL INSTITUTIONS

Commitments and Payment Addresses of Financial Institutions

Financial Institution	Commitment		Payment Address
JPMorgan Chase Bank, National Association (successor by merger to Bank One, NA (Main Office Chicago))	$	193,800,000	JPMorgan Chase Bank, National Association Asset Backed Finance Mail Code IL1-0594 10 S. Dearborn Chicago, Illinois 60603-0594 Fax: (312) 732-1844
Credit Agricole Corporate and Investment Bank New York Branch (formerly known as Calyon New York Branch, successor to Credit Lyonnais New York Branch)	$	122,400,000	1301 Avenue of the Americas 17th Floor New York, New York 10019
Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A. “Rabobank International”, New York Branch	$	193,800,000	245 Park Avenue New York, NY 10167
SunTrust Bank	$	102,000,000	303 Peachtree Street NE 3rd Floor, Mail Code 1922 Atlanta, GA 30308 Attention: Gabe Bonfield Phone: 404-588-8711 Fax: 404-575-2693

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SCHEDULE A (CONT’D)

Company Purchase Limits, Payment Addresses and

Related Financial Institutions of Companies

Company	Company Purchase Limit	Payment Address	Related Financial Institution(s)
JS Siloed TrustChariot Funding LLC	$190,000,000	c/o JPMorgan Chase Bank, National Association, as Agent Asset Backed Finance Mail Code IL1-0594 10 S. Dearborn Chicago, Illinois 60603-0594 Attention: Asset Backed Securities Conduit Group Fax: (312) 732-1844	JPMorgan Chase Bank, National Association (successor by merger to Bank One, NA (Main Office Chicago))
Atlantic Asset Securitization LLC (formerly Atlantic Asset Securitization Corp.)	$120,000,000	c/o Credit Agricole New York Branch 1301 Avenue of the Americas 17th Floor New York, New York 10019	Credit Agricole Corporate and Investment Bank New York Branch (formerly known as Calyon New York Branch, successor to Credit Lyonnais New York Branch)
Nieuw Amsterdam Receivables Corporation	$190,000,000	c/o Global Securitization Services 68 South Service Road Suite 120 Melville, NY 11747	Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A. “Rabobank International”, New York Branch
Three Pillars Funding LLC	$100,000,000	c/o STRH Controller’s Group 303 Peachtree Street 25th Floor, Mail Code 3906 Atlanta, GA 30308 Phone: 404-813-0809 Fax: 404-658-4052	SunTrust Bank

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SCHEDULE B

DOCUMENTS TO BE DELIVERED TO THE AGENT

ON OR PRIOR TO THE DATE HEREOF

1. Executed copies of the Agreement, duly executed by the parties thereto.

2. Copy of the Resolutions of the Board of Directors, managers or partners of each Seller Party and Provider certified by its Secretary, manager or general partner, as applicable, authorizing such Person’s execution, delivery and performance of this Agreement and the other documents to be delivered by it hereunder.

3. Articles or Certificate of Incorporation or other formation documents of each of each Seller Party and Provider, certified by the Secretary of State of the jurisdiction of incorporation or formation of such Seller Party or Provider on or within thirty (30) days prior to the Effective Date.

4. Good Standing Certificate for each Seller Party and Provider issued by the Secretary of State of its state of organization, each of which is listed on Attachment A hereto.

5. A certificate of the Secretary of each Seller Party and Provider certifying (i) the names and signatures of the officers authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder and (ii) a copy of such Seller Party’s or Provider’s By-Laws or other operating document.

6. Pre-filing state and federal tax lien, judgment lien and UCC lien searches against each Seller from the jurisdictions listed on Attachment B hereto.

7. Time stamped receipt copies of proper financing statements, duly filed against Dairy Group, Dairy Group II, Morningstar Receivables and WhiteWave under the UCC on or before the Effective Date in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to continue to perfect the ownership interests contemplated by this Agreement.

8. Time stamped receipt copies of proper UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Seller Party.

9. Executed Collection Account Agreements or Collection Account Agreement Amendments for each LockBox and Collection Account used by any Seller Party as required by this Agreement.

10. A favorable opinion of legal counsel for the Seller Parties and Provider reasonably acceptable to the Agent that addresses the following matters and such other matters as the Agent may reasonably request:

• Each Seller Party and Provider is a corporation, limited partnership or limited liability company, as applicable, duly incorporated or organized, validly existing, and in good standing under the laws of its state of incorporation or organization.

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• Each Seller Party and Provider has all requisite authority to conduct its business in each jurisdiction where failure to be so qualified would have a material adverse effect on such Person’s business.

• Each Seller Party and Provider has all requisite power and authority to execute, deliver and perform all of its obligations under this Agreement and each other Transaction Document to which it is a party.

• The execution and delivery by each Seller Party and Provider of this Agreement and each other Transaction Document to which it is a party and its performance of its obligations thereunder have been duly authorized by all necessary corporate action and proceedings on the part of such Person and will not:

(a) require any action by or in respect of, or filing with, any governmental body, agency or official (other than the filing of UCC financing statements);

(b) contravene, or constitute a default under, any provision of applicable law or regulation or of its articles or certificate of incorporation or bylaws or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Person; or

(c) result in the creation or imposition of any Adverse Claim on assets of such Person or any of its Subsidiaries (except as contemplated by this Agreement).

• This Agreement and each other Transaction Document to which such Person is a party has been duly executed and delivered by such Person and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except to the extent the enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject also to the availability of equitable remedies if equitable remedies are sought.

• The provisions of this Agreement are sufficient to constitute authorization by each Seller for the filing of the financing statements required under this Agreement.

• For the purposes of the Delaware UCC, each Seller is a “registered organization”.

• The provisions of this Agreement are effective to create a valid security interest in favor of the Agent for the benefit of the Purchasers in all Receivables, and upon the filing of financing statements, the Agent for the benefit of the Purchasers shall acquire a first priority, perfected security interest in such Receivables.

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• To the best of the opinion giver’s knowledge, there is no action, suit or other proceeding against any Seller Party, Provider or any of their respective Affiliates, that would materially adversely affect the business or financial condition of such Person and its Affiliates taken as a whole or that would materially adversely affect the ability of such Person to perform its obligations under any Transaction Document to which it is a party.

11. If requested by the Company in such Financial Institution’s Purchaser Group or the Agent, a favorable opinion of legal counsel for each Financial Institution, reasonably acceptable to such Company and the Agent that addresses the following matters:

• This Agreement has been duly authorized by all necessary corporate action of such Financial Institution.

• This Agreement has been duly executed and delivered by such Financial Institution and, assuming due authorization, execution and delivery by each of the other parties thereto, constitutes a legal, valid and binding obligation of such Financial Institution, enforceable against such Financial Institution in accordance with its terms.

12. A Compliance Certificate for each Seller.

13. The Fee Letters.

14. A Monthly Report as at February 28, 2007.

15. Executed copies of (i) all consents from and authorizations by any Persons and (ii) all waivers and amendments to existing credit facilities, that are necessary in connection with this Agreement.

17. Executed copies of each of the documents described in clauses (i), (ii) and (iv) of the definition of Performance Undertaking contained herein.

18. Executed copies of an Intercreditor Agreement, duly executed by the Seller Parties, Dean Foods Company, the Agent and JPMorgan Chase Bank, National Association, as administrative agent under the Dean Credit Agreement.

[19. Executed copies of a Post-Closing Agreement.]

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Attachment A to Schedule B

Good Standing Certificates

Entity	Jurisdiction of Organization
Alta-Dena Certified Dairy, LLC	Delaware
Barber Milk, LLC	Delaware
Berkeley Farms, LLC	California
Broughton Foods, LLC	Delaware
Country Delite Farms, LLC	Delaware
Country Fresh, LLC	Michigan
Creamland Dairies, LLC	New Mexico
Dairy Fresh, LLC	Delaware
Dairy Group Receivables, L.P.	Delaware
Dairy Group Receivables II, L.P.	Delaware
Dean Dairy Holdings, LLC	Delaware
Dean Foods Company	Delaware
Dean Foods Company of California, LLC	Delaware
Dean Foods Company of Indiana, LLC	Delaware
Dean Foods North Central, LLC	Delaware
Dean Milk Company, LLC	Delaware
Dean SoCal, LLC	Delaware
Gandy’s Dairies, LLC	Delaware
Garelick Farms, LLC	Delaware
Kohler Mix Specialties, LLC	Delaware
Kohler Mix Specialties of Minnesota, LLC	Delaware

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Entity	Jurisdiction of Organization
Land-O-Sun Dairies, LLC	Delaware
Liberty Dairy Company	Michigan
Louis Trauth Dairy, LLC	Delaware
Mayfield Dairy Farms, LLC	Delaware
McArthur Dairy, LLC	Florida
Meadow Brook Dairy Company	Pennsylvania
Midwest Ice Cream Company, LLC	Delaware
Model Dairy, LLC	Delaware
Morningstar Foods, LLC	Delaware
Morningstar Receivables, L.P.	Delaware
Purity Dairies, LLC	Delaware
Reiter Dairy, LLC	Delaware
Robinson Dairy, LLC	Delaware
Schenkel’s AllStar Dairy, LLC	Delaware
Shenandoah’s Pride, LLC	Delaware
Southern Foods Group, L.P.	Delaware
T. G. Lee Foods, LLC	Florida
Tuscan/Lehigh Dairies, Inc.	Delaware
Verifine Dairy Products Sheboygan, LLC	Wisconsin
WhiteWave Foods Company (f/k/a Dean National Brand Group, Inc.)	Delaware
WhiteWave Receivables, L.P.	Delaware

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Attachment B to Schedule B

UCC Searches

Seller	Jurisdictions for UCC Searches
Dairy Group Receivables, L.P.	Delaware
Dairy Group Receivables II, L.P.	Delaware
WhiteWave Receivables, L.P.	Delaware
Morningstar Receivables, L.P.	Delaware

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SCHEDULE C

DEAN ENTITIES

ALTA-DENA CERTIFIED DAIRY, LLC

BERKELEY FARMS, LLC

CREAMLAND DAIRIES, LLC

DEAN FOODS COMPANY OF CALIFORNIA, LLC

DEAN FOODS OF SOUTHERN CALIFORNIA, LLC

DEAN FOODS NORTH CENTRAL, LLC

DEAN MILK COMPANY, LLC

GANDY’S DAIRIES, LLC

LIBERTY DAIRY COMPANY

MAYFIELD DAIRY FARMS, LLC

MCCARTHUR DAIRY, LLC

MEADOW BROOK DAIRY COMPANY

MIDWEST ICE CREAM COMPANY, LLC

PURITY DAIRIES, LLC

REITER DAIRY, LLC

T.G. LEE FOODS, LLC

VERIFINE DAIRY PRODUCTS OF SHEBOYGAN, LLC

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SCHEDULE D

ORIGINATORS

31 Logistics, LLC

Alta-Dena Certified Dairy, LLC

Barber Ice Cream, LLC

Barber Milk, LLC

Berkeley Farms, LLC

Country Fresh, LLC

Creamland Dairies, LLC

Dean Dairy Holdings, LLC

Dean East, LLC

Dean East II, LLC

Dean Foods Company of California, LLC

Dean Foods of Southern California, LLC

Dean Foods North Central, LLC

Dean Milk Company, LLC

Dean SoCal, LLC

Dean West, LLC

Dean West II, LLC

Fairmont Dairy, LLC

Friendship Dairies, LLC

Gandy’s Dairies, LLC

Garelick Farms, LLC

Kohler Mix Specialties of Minnesota, LLC

Kohler Mix Specialties, LLC

Land-O-Sun Dairies, LLC

Liberty Dairy Company

Mayfield Dairy Farms, LLC

McArthur Dairy, LLC

Meadow Brook Dairy Company

Midwest Ice Cream Company, LLC

Model Dairy, LLC

Morningstar Foods, LLC

New England Dairies, LLC

Purity Dairies, LLC

Reiter Dairy, LLC

Robinson Dairy, LLC

Shenandoah’s Pride, LLC

Southern Foods Group, LLC

Suiza Dairy Group, LLC

Swiss II, LLC

T.G. Lee Foods, LLC

Terrace Dairy, LLC

Tuscan/Lehigh Dairies, Inc.

Verifine Dairy Products of Sheboygan, LLC

WhiteWave Foods Company

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SCHEDULE E

NOTICE ADDRESSES

The Agent: JPMorgan Chase Bank, N.A., as Agent 10 S. Dearborn Mail Code IL1-0079 Chicago, Illinois 60603-0079 Attention: Transaction Management Facsimile: (312) 732-2245	JPMorgan Company: JS Siloed Trust Chariot Funding LLC c/o JPMorgan Chase Bank, N.A., as Agent 10 S. Dearborn Mail Code IL1-0594 Chicago, Illinois 60603-0594 Attention: Funding ManagerAsset Backed Securities Conduit Group Facsimile: (312) 732-1844
CLNY: Credit Agricole Corporate and Investment Bank New York Branch (formerly known as Calyon New York Branch, successor to Credit Lyonnais New York Branch) 1301 Avenue of the Americas 17th Floor New York, New York 10019 Attention: Tina Kourmpetis Facsimile:	CL Company: Atlantic Asset Securitization LLC (formerly Atlantic Asset Securitization Corp.) c/o Credit Agricole Corporate and Investment Bank New York Branch 1301 Avenue of the Americas 17th Floor New York, New York 10019 Attention: Tina Kourmpetis Facsimile:
Rabobank: Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A. “Rabobank International”, New York Branch 245 Park Avenue, 37th Floor New York, NY 10167 Attention: Transaction Management Email: naconduit@rabobank.com Facsimile: (914) 287-2254	Rabo Company: Nieuw Amsterdam Receivables Corporation c/o Global Securitization Services 68 South Service Road, Suite 120 Melville, NY 11747 Attention: Tony Wong Email: twong@gssnyc.com Facsimile: (212) 302-8767
SunTrust: SunTrust Bank 303 Peachtree Street NE 3rd Floor, Mail Code 1922 Atlanta, GA 30308 Attention: Gabe Bonfield Phone: 404-588-8711 Fax: 404-575-2693	SunTrust Company: Three Pillars Funding LLC c/o STRH Controller’s Group 303 Peachtree Street 25th Floor, Mail Code 3906 Atlanta, GA 30308 Phone: 404-813-0809 Fax: 404-658-4052 SunTrust Company Agent: SunTrust Robinson Humphrey, Inc. 303 Peachtree Street NE 23rd Floor, Mail Code 3950 Atlanta, GA 30308 Attention: Kecia Howson Phone: 404-813-5207 Fax: 404-813-0000

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Seller and each Seller Party:

See Exhibit III under the heading “Principal Place of Business”

2

SCHEDULE G

ADDITIONAL ENTITIES

BARBER MILK, LLC

BROUGHTON FOODS, LLC

COUNTRY DELITE FARMS, LLC

DAIRY FRESH, LLC

DEAN SOCAL, LLC

LOUIS TRAUTH DAIRY, LLC

MODEL DAIRY, LLC

ROBINSON DAIRY, LLC

SCHENKEL’S ALL-STAR DAIRY, LLC

SHENANDOAH’S PRIDE, LLC

1