SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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):
                                 March 31, 2008
                         [[Image Removed: (DEAN LOGO)]]
                               Dean Foods Company
               (Exact name of registrant as specified in charter)
                                                                            
                   Delaware                 1-12755          75-2559681     
                                                                            
        (State or other jurisdiction of   (Commission       (IRS Employer   
                incorporation)            File Number)   Identification No.)


                        2515 McKinney Avenue, Suite 1200
                                Dallas, TX 75201
               (Address of principal executive offices)(Zip Code)
       Registrant’s telephone number, including area code: (214) 303-3400
                                Not Applicable.
                                        
         (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:
[ ]   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-49(c) under the        
      Exchange Act (17 CFR 240.13e-4(c))                                          


 
 

                                        

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Item 1.01 Entry into a Material Definitive Agreement.
   On March 31, 2008, certain subsidiaries of Dean Foods Company (the “Company”)
that are party to the Fifth Amended and Restated Receivables Purchase Agreement
and Limited Waiver (the “Receivables Purchase Agreement”) entered into Amendment
Number 3 (the “Third Amendment”) to the Receivables Purchase Agreement pursuant
to which the liquidity termination date was extended by sixty days to May 30,
2008, which date may be extended for an additional 364 days pursuant to the
terms of the Receivables Purchase Agreement. The Third Amendment also waived any
non-compliances or breaches under the Receivables Purchase Agreement or any
related agreement with respect to the failure to notify the financial
institutions that are party to the Receivables Purchase Agreement and/or JP
Morgan Chase Bank, N.A. of certain changes to our internal corporate structure
in a timely manner. The Third Amendment is by and among (1) Dairy Group
Receivables, L.P., Dairy Group Receivables II, L.P. and WhiteWave Receivables,
L.P., all of which are subsidiaries of the Company, (2) the financial
institutions that are party to the Receivables Purchase Agreement, (3) the
companies that are party to the Receivables Purchase Agreement, (4) JPMorgan
Chase Bank, N.A., as agent, and (5) the Company, as provider of certain
performance undertakings on behalf of its subsidiaries. The Third Amendment is
attached as Exhibit 10.1 to this Current Report on form 8-K and the description
above is qualified entirely by reference to the full text of Exhibit 10.1.
   In addition, on April 4, 2008, certain subsidiaries of the Company that are
party to the Receivables Purchase Agreement entered into Amendment Number 4 (the
“Fourth Amendment”) to the Receivables Purchase Agreement pursuant to which the
liquidity termination date was extended by 364 days to March 30, 2009, which
date may be extended for an additional 364 days pursuant to the terms of the
Receivables Purchase Agreement; provided, however, that the liquidity
termination date for Wachovia Bank National Association shall remain May 30,
2008. In addition, the Fourth Amendment clarifies the procedures by which a
nonrenewing financial institution may exit the underlying facility. The Fourth
Amendment is by and among (1) Dairy Group Receivables, L.P., Dairy Group
Receivables II, L.P. and WhiteWave Receivables, L.P., all of which are
subsidiaries of the Company, (2) the financial institutions that are party to
the Receivables Purchase Agreement, (3) the companies that are party to the
Receivables Purchase Agreement, (4) JPMorgan Chase Bank, N.A., as agent, and (5)
the Company, as provider of certain performance undertakings on behalf of its
subsidiaries. The Fourth Amendment is attached as Exhibit 10.2 to this Current
Report on form 8-K and the description above is qualified entirely by reference
to the full text of Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits.
   (d) Exhibits
10.1   Amendment No. 3 to Fifth Amended and Restated Receivables Purchase         
       Agreement and Limited Waiver, dated March 31, 2008.                        
    
10.2   Amendment No. 4 to Fifth Amended and Restated Receivables Purchase         
       Agreement, dated April 4, 2008.                                            


                                        

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                                   SIGNATURES
   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: April 4, 2008  DEAN FOODS COMPANY                                    
                                                                          
                     By:          /s/ Steven J. Kemps                      
                                  Steven J. Kemps                          
                                  Senior Vice President General Counsel    
                                                                           


                                        

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                                 EXHIBIT INDEX
                                                                                      
Exhibit No.   Description                                                             
                                                                                      
10.1          Amendment No. 3 to Fifth Amended and Restated Receivables Purchase      
              Agreement and Limited Waiver, dated March 31, 2008.                     
                                                                                      
10.2          Amendment No. 4 to Fifth Amended and Restated Receivables Purchase      
              Agreement, dated April 4, 2008.                                         


                                        



EX-10.1
2
d55593exv10w1.htm
AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND LIMITED WAIVER

 

                                                                    Exhibit 10.1
                 AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED
               RECEIVABLES PURCHASE AGREEMENT AND LIMITED WAIVER
   This Amendment No. 3 to Fifth Amended and Restated Receivables Purchase
Agreement and Limited Waiver (this “Amendment”) is entered into as of March 31,
2008, 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”), WhiteWave Receivables, L.P., a Delaware limited
partnership (“WhiteWave” and, together with Dairy Group and Dairy Group II, 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”).
                                   RECITALS:
   WHEREAS, in connection with certain mergers and acquisitions the Sellers, the
Financial Institutions, the Companies, the Servicers and the Agent as parties to
the Receivables Purchase Agreement desire to amend the Receivables Purchase
Agreement as described herein, and waive certain rights and liabilities
thereunder, effective as of the date hereof.
   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:
   Section 1 Definitions. (a) Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth for such terms in,
or incorporated by reference into, the Receivables Purchase Agreement, as
amended hereby.
   (b) The following capitalized terms used herein shall have the respective
meanings set forth below:

                                        

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
   “Non-Collection Account” means each concentration account, depository
account, lock-box account or similar account in which any Collections are
collected or deposited and which is not governed by any Collection Account
Agreement with a Collection Bank.
   “Non-Collection Bank” means Bank of America, NA in its capacity as a bank
holding account no 100101176809 with Pet O’Fallon as depositor.
   “Non-Lock-Box” means each locked postal box with respect to which a bank
which has not executed a Collection Account Agreement has been granted access
for the purposes of retrieving and processing payments made on the Receivables.
   Section 2. Acknowledgement of Merger between Country Fresh, LLC and Melody
Farms, LLC. Subject to the terms and conditions set forth herein, each party
hereto hereby acknowledges that all of the rights, obligations, liabilities and
duties of Melody Farms, LLC under the Transaction Documents shall be and remain
the rights, obligation, liabilities and duties of Country Fresh, LLC.
   Section 3. Amendment to Receivables Purchase Agreement. Subject to the terms
and conditions herein and immediately upon the satisfaction of each of the
conditions precedent set forth in Section 7 of this Amendment, the Receivables
Purchase Agreement is amended as follows:
   (a) Exhibit IV to the Receivables Purchase Agreement is hereby amended and
restated in its entirety to read as set forth on Annex A hereto.
   (b) Schedule D to the Receivables Purchase Agreement is hereby amended and
restated in its entirety to read as set forth on Annex E hereto.
   (c) Schedule F to the Receivables Purchase Agreement is hereby amended and
restated in its entirety to read as set forth on Annex B hereto.
   (d) The definition of “Liquidity Termination Date” is hereby amended and
restated in its entirety to read as set forth immediately below.
   ““Liquidity Termination Date” means May 30, 2008 (as may be extended for an
additional period of time up to 364 days from time to time in accordance with
Section 1.5 hereof).”
   (e) Section 1.5(c) of the Receivables Purchase Agreement is hereby amended
and restated in its entirety to read as set forth immediately below:
   “Term-out Period Account Funded Advances. On the Scheduled Liquidity
Termination Date on which the Nonrenewing Financial Institutions make the
initial deposit into the related Term-out Period Accounts in accordance with
Section 1.5(b), the Agent shall withdraw from each Financial Institution’s
Term-out Period Account, such amount as shall be required to purchase, and shall
cause such funds to be immediately applied to purchase, such

                                       2

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
Financial Institution’s Pro Rata Share of the Capital of such Financial
Institution’s related Company, in accordance with the Funding Agreement between
such Financial Institution and such Company, whereupon the Company Purchase
Limit for such Financial Institution’s related Company shall be zero. The Agent
shall use its reasonable best efforts to deposit such funds in the Facility
Account no later than 12:00 noon (Chicago time), and in any event no later than
2:00 pm (Chicago time). During the Term-out Period, all additional Incremental
Purchases to be made by any Nonrenewing Financial Institution pursuant to
Section 1.2 shall be made by such Nonrenewing Financial Institution by
withdrawing funds from such Financial Institution’s Term-out Period Account.”
   Section 4. Limited Waiver. (a) Change in Corporate Structure. Subject to the
terms and conditions set forth herein, the Agent, at the direction of the
Required Purchasers, hereby waives any Amortization Event or Potential
Amortization Event that has occurred prior to the date hereof with respect to
Section 7.2(a)(i) of the Receivables Purchase Agreement solely as a result of
the failure of a Seller Party to give the Agent at least 30 days’ prior written
notice of a change in name, identity, organizational structure or jurisdiction
of location in connection with the merger of Melody Farms, LLC and Country
Fresh, LLC.
   (b) Breaches under other Transaction Documents. Subject to the terms and
conditions set forth herein, the Agent, at the direction of the Required
Purchasers, hereby waives any Amortization Event or Potential Amortization Event
that has occurred prior to the date hereof solely with respect to:
     (i) Section 4.2(a) of the Suiza Receivables Sale Agreement solely as a
result of the failure of any Originator to give Dairy Group at least 30 days’
prior written notice of a change in name, identity, organizational structure or
jurisdiction of location in connection with the merger of Melody Farms, LLC and
Country Fresh, LLC;
     (ii) Section 4.1(c) and Section 4.2(d) of the Suiza Receivables Sale
Agreement solely as a result of the merger of Melody Farms, LLC with Country
Fresh, LLC;
     (iii) Section 4.2(b) of the Suiza Receivables Sale Agreement solely as a
result of the failure of an Originator to give the Buyer at least 10 days’ prior
written notice of any addition, termination or change to the Collection Accounts
or any change in the instructions to Obligors regarding payments to be made into
any Lock-Box or Collection Account, provided, however that, such limited waiver
granted herein shall be valid solely in respect of a failure which arises solely
as a direct result of the use of any Non-Collection Account listed on Annex C as
if it were a Collection Account, Non-Lock-Box listed on Annex C as if it were a
Lock-Box or Non-Collection Bank listed on Annex C as if it were a Collection
Bank, and shall be valid for only sixty (60) days from the date hereof;
     (iv) the failure of an Originator to perform or observe the affirmative
covenants under Section 4.1(i) (first sentence only) and Section 4.1(k) of the
Suiza Receivables Sale Agreement and such failure shall have continued for five
(5) consecutive Business Days, provided, however that, such limited waiver
granted herein shall be valid solely in respect of a failure which arises solely
as a direct result of the use of any Non-Collection Account listed on Annex C as
if it were a Collection Account, Non-Lock-Box listed on Annex C as if it were a
Lock-Box or Non-Collection Bank listed on Annex C as if it were a Collection
Bank, and shall be valid for only sixty (60) days from the date hereof;

                                       3

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
     (v) the breach by any Originator of the representations and warranties
contained in Section 2.1(l) (first and second sentences only) of the Suiza
Receivables Sale Agreement, provided, however that, such limited waiver granted
herein shall be valid solely in respect of a failure which arises solely as a
direct result of the use of any Non-Collection Account listed on Annex C as if
it were a Collection Account, Non-Lock-Box listed on Annex C as if it were a
Lock-Box or Non-Collection Bank listed on Annex C as if it were a Collection
Bank, and shall be valid for only sixty (60) days from the date hereof;
     (vi) Section 4.2(b) of the Dean Receivables Sale Agreement solely as a
result of the failure of an Originator to give the Buyer at least 10 days’ prior
written notice of any addition, termination or change to the Collection Accounts
or any change in the instructions to Obligors regarding payments to be made into
any Lock-Box or Collection Account, provided, however that, such limited waiver
granted herein shall be valid solely in respect of a failure which arises solely
as a direct result of the use of any Non-Collection Account listed on Annex C as
if it were a Collection Account, Non-Lock-Box listed on Annex C as if it were a
Lock-Box or Non-Collection Bank listed on Annex C as if it were a Collection
Bank, and shall be valid for only sixty (60) days from the date hereof;
     (vii) the failure of an Originator to perform or observe the affirmative
covenants under Section 4.1(i) (first sentence only) and Section 4.1(k) of the
Dean Receivables Sale Agreement and such failure shall have continued for five
(5) consecutive Business Days, provided, however that, such limited waiver
granted herein shall be valid solely in respect of a failure which arises solely
as a direct result of the use of any Non-Collection Account listed on Annex C as
if it were a Collection Account, Non-Lock-Box listed on Annex C as if it were a
Lock-Box or Non-Collection Bank listed on Annex C as if it were a Collection
Bank, and shall be valid for only sixty (60) days from the date hereof;
     (viii) the breach by any Originator of the representations and warranties
contained in Section 2.1(l) (first and second sentences only) of the Dean
Receivables Sale Agreement, provided, however that, such limited waiver granted
herein shall be valid solely in respect of a failure which arises solely as a
direct result of the use of any Non-Collection Account listed on Annex C as if
it were a Collection Account, Non-Lock-Box listed on Annex C as if it were a
Lock-Box or Non-Collection Bank listed on Annex C as if it were a Collection
Bank, and shall be valid for only sixty (60) days from the date hereof.
   (c) Waivers under Sale Agreements. Subject to the terms and conditions set
forth herein, the Agent, at the direction of the Required Purchasers, hereby
waives any Amortization Event or Potential Amortization Event that has occurred
on the date hereof, solely as a result of the limited waivers granted under
(i) Amendment No. 7 to the Amended and Restated Receivables Sale Agreement and
Limited Waiver, and (ii) Amendment No. 6 to Dean Receivables Sale Agreement and
Limited Waiver, dated as of the date hereof.
   (d) Change in Collection Accounts. Subject to the terms and conditions set
forth herein, the Agent, at the direction of the Required Purchasers, hereby
waives any Amortization Event or Potential Amortization Event that has occurred
prior to the date hereof, with respect to Section 7.2(b) of the Receivables
Purchase Agreement solely as a result of the failure of a Seller Party to give
the Agent at least 10 days’ prior written notice of addition, termination or
change of Collection Accounts or any change in the instructions to Obligors
regarding payments to be made into any Lock-Box or Collection Account, provided,
however that, such limited waiver

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
granted herein shall be valid solely in respect of a failure which arises solely
as a direct result of the use of any Non-Collection Account listed on Annex C as
if it were a Collection Account, Non-Lock-Box listed on Annex C as if it were a
Lock-Box or Non-Collection Bank listed on Annex C as if it were a Collection
Bank, and shall be valid for only sixty (60) days from the date hereof.
     (e) Collection Account Agreements. Subject to the terms and conditions set
forth herein, the Agent, at the direction of the Required Purchasers, hereby
waives any Amortization Event or Potential Amortization Event that has occurred
prior to the date hereof solely as a result of the failure of any Seller Party
to perform or observe the affirmative covenants under Section 7.1(j) of the
Receivables Purchase Agreement and such failure shall have continued for five
(5) consecutive Business Days, provided, however that, such limited waiver
granted herein shall be valid solely in respect of a failure which arises solely
as a direct result of the use of any Non-Collection Account listed on Annex C as
if it were a Collection Account, Non-Lock-Box listed on Annex C as if it were a
Lock-Box or Non-Collection Bank listed on Annex C as if it were a Collection
Bank, and shall be valid for only sixty (60) days from the date hereof.
     (f) Breaches of Representations and Warranties. Subject to the terms and
conditions set forth herein, the Agent, at the direction of the Required
Purchasers, hereby waives any Amortization Event or Potential Amortization Event
that has occurred prior to the date hereof, solely with respect to the breach by
any Seller of the representations and warranties contained in Section 5.1(l)
(first and second sentences only) provided, however that, such limited waiver
granted herein shall be valid solely in respect of a failure which arises solely
as a direct result of the use of any Non-Collection Account listed on Annex C as
if it were a Collection Account, Non-Lock-Box listed on Annex C as if it were a
Lock-Box or Non-Collection Bank listed on Annex C as if it were a Collection
Bank, and shall be valid for only sixty (60) days from the date hereof.
     Section 5. Deemed Amendment of Exhibit IV. On any date occurring prior to
the expiry of sixty (60) days from the date hereof, that all Non-Collection
Accounts shall have become Collection Accounts, and all Non-Collection Banks
shall have become Collection Banks and all Non-Lock-Boxes shall have become
Lock-Boxes, the parties to this agreement agree that Exhibit IV to the
Receivables Purchase Agreement shall be deemed amended and restated to read in
its entirety as set forth on Annex D hereof.
     Section 6. Representations and Warranties. Each of the Seller Parties
represents and warrants on the date hereof: (a) that it does not use or cause to
be used any Non-Collection Account, Non-Collection Bank or any Non-Lock-Box
other than those listed on Annex C hereof; and (b) that it does not use or cause
to be used any Collection Account, any Collection Bank or any Lock-Box other
than those listed on Annex A hereof.
     Section 7. Conditions to Effectiveness of Amendment. This Amendment shall
become effective as of the date hereof upon the satisfaction of the following
conditions precedent:
     (a) Documentation. The Agent shall have received each of the documents
listed immediately below, each in form and substance satisfactory to the Agent.

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
     (i) Executed copies of this Amendment;
     (ii) Executed copies of Amendment No. 7 to the Amended and Restated
Receivables Sale Agreement and Limited Waiver, dated as of the date hereof;
     (iii) Executed copies of Amendment No. 6 to Dean Receivables Sale Agreement
and Limited Waiver.
   (b) Representations and Warranties. (i) As of the date hereof, both before
and after giving effect to this Amendment, except as otherwise set forth herein,
all of the representations and warranties contained in this Amendment, 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).
   (c) 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
which has not been expressly waived by this Amendment (and by its execution
hereof, each Seller shall be deemed to have represented and warranted such).
   Section 8. Miscellaneous.
     (a) Effect; Ratification. The amendments and waivers 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 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 and modified
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, waived or modified, are hereby ratified and confirmed and shall
remain in full force and effect.

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
     (b) 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.
     (c) 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)
incurred in connection with the preparation, execution and delivery of this
Amendment.
     (d) 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.
     (e) 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.
     (f) 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)

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
   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                        
                                                                     
                     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

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                           
                                   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:      /s/ David Whiting                              
                                                                                           
                                   Name:    David Whiting                                  
                                   Title:   Vice President                                 
                                                                                           
                                   JPMORGAN CHASE BANK, N.A. (successor                    
                                   by merger to Bank One, NA (Main         
                                   Office Chicago)), as a Financial        
                                   Institution and as Agent                
                                
                                   By:      /s/ David Whiting                              
                                                                                           
                                   Name:    David Whiting                                  
                                   Title:   Vice President                                 


                                      S-2

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                    
                                    ATLANTIC ASSET SECURITIZATION LLC               
                                    (formerly Atlantic Asset Securitization     
                                    Corp.), as a Company                        
                                                                                    
                                    By:         Calyon New York Branch              
                                                (successor to Credit Lyonnais   
                                                New York Branch)                
                                    Its:        Attorney-In-Fact                    
                                                                                    
                                    By:         /s/ Konstantina Kourmpetis          
                                                                                
                                    Name:       Konstantina Kourmpetis              
                                    Title:      Managing Director                   
                                                                                    
                                    By:         /s/ Sam Pilcer                      
                                                                                    
                                    Name:       Sam Pilcer                          
                                    Title:      Managing Director                   
                                                                                    
                                    CALYON NEW YORK BRANCH (successor to            
                                    Credit Lyonnais New York Branch),           
                                    as a Financial Institution                      
                                                                                    
                                    By:         /s/ Konstantina Kourmpetis          
                                                                                    
                                    Name:       Konstantina Kourmpetis              
                                    Title:      Managing Director                   
                                                                                    
                                    By:         /s/ Sam Pilcer                      
                                                                                    
                                    Name:       Sam Pilcer                          
                                    Title:      Managing Director                   


                                      S-3

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                    
                                     NIEUW AMSTERDAM RECEIVABLES CORPORATION,       
                                     as a Company                               
                                                                                    
                                     By:        /s/ David V. DeAngelis              
                                                                                    
                                     Name:      David V. DeAngelis                  
                                     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

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                
          VARIABLE FUNDING CAPITAL COMPANY LLC, as a Company                    
                                                                                
          By:             Wachovia Capital Markets, LLC                         
          Its:            Attorney-In-Fact                                      
                                                                                
          By:             /s/ Douglas R. Wilson, Sr.                            
                                                                                
          Name:           Douglas R. Wilson, Sr.                                
          Title:          Director                                              
                                                                                
          WACHOVIA BANK, NATIONAL ASSOCIATION, as a Financial Institution       
                                                                                
          By:             /s/ Michael J. Landry                                 
                                                                                
          Name:           Michael J. Landry                                     
          Title:          Vice President                                        


                                      S-5

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                 
                        DEAN FOODS COMPANY,                      
                        as Provider                              
                                                                 
                        By:      /s/ Tim Smith                   
                        Name:                                   
                                 Tim Smith                      
                        Title:   Vice President and Treasurer    


                                                                          
             31 LOGISTICS, LLC, as a Servicer                             
             ALTA-DENA CERTIFIED DAIRY, LLC, as a Servicer                
             BARBER ICE CREAM, LLC, as a Servicer                         
             BARBER MILK, LLC, as a Servicer                              
             BERKELEY FARMS, LLC, as a Servicer                           
             BROUGHTON FOODS, LLC, as a Servicer                          
             COUNTRY DELITE FARMS, LLC, as a Servicer                     
             COUNTRY FRESH, LLC, as a Servicer                            
             CREAMLAND DAIRIES, LLC, as a Servicer                        
             DAIRY FRESH, LLC, as a Servicer                              
             DEAN DAIRY PRODUCTS COMPANY, LLC, as a Servicer              
             DEAN EAST II, LLC, as a Servicer                             
             DEAN EAST, LLC, as a Servicer                                
             DEAN FOODS COMPANY OF CALIFORNIA, LLC, as a Servicer         
             DEAN FOODS COMPANY OF INDIANA, LLC, as a Servicer            
             DEAN FOODS NORTH CENTRAL, LLC, as a Servicer                 
             DEAN ILLINOIS DAIRIES, LLC, as a Servicer                    
             DEAN MILK COMPANY, LLC, as a Servicer                        
             DEAN SOCAL, LLC, as a Servicer                               
             DEAN WEST II, LLC, as a Servicer                             
             DEAN WEST, LLC, as a Servicer                                
             FAIRMONT DAIRY, 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-6

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                
        LAND-O-SUN DAIRIES, LLC, as a Servicer                                  
        LIBERTY DAIRY COMPANY, as a Servicer                                    
        LOUIS TRAUTH DAIRY, LLC, as a Servicer                                  
        MAYFIELD DAIRY FARMS, LLC, as a Servicer                                
        MCARTHUR DAIRY, LLC, as a Servicer                                      
        MEADOW BROOK DAIRY COMPANY, as a Servicer                               
        MIDWEST ICE CREAM COMPANY, LLC, as a Servicer                           
        MODEL DAIRY, LLC, as a Servicer                                         
        MORNINGSTAR FOODS, LLC, as a Servicer                                   
        NEW ENGLAND DAIRIES, LLC, as a Servicer                                 
        PET O’FALLON, LLC, as a Servicer                                        
        PURITY DAIRIES, LLC, as a Servicer                                      
        REITER DAIRY, LLC, as a Servicer                                        
        ROBINSON DAIRY, LLC, as a Servicer                                      
        SCHENKEL’S ALL-STAR DAIRY, LLC, as a Servicer                           
        SHENANDOAH’S PRIDE, LLC, as a Servicer                                  
        SOUTHERN FOODS GROUP, LLC, as a Servicer                                
        SULPHUR SPRINGS CULTURED SPECIALTIES, LLC, as a Servicer                
        SWISS II, LLC, as a Servicer                                            
        SWISS PREMIUM DAIRY, LLC, as a Servicer                                 
        T.G. LEE FOODS, LLC, as a Servicer                                      
        TERRACE DAIRY, LLC, as a Servicer                                       
        TUSCAN/LEHIGH DAIRIES, INC., as a Servicer                              
        VERIFINE DAIRY PRODUCTS CORPORATION 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-7

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                         ANNEX A
                                   EXHIBIT IV
                 NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS
                                                                                    
      Bank/Account                   Originator                     Lock-Box        
AmSouth Bank                  Purity Dairies, LLC           Purity Dairies LLC      
315 Deaderick Street                                        MSC# 4106000            
Nashville, TN 37237-0210                                    P.O. Box 415000         
Account: 201018                                             Nashville, TN 37241-5000
                                                                                    
JPMorgan Chase Bank,          Broughton Foods, LLC          Broughton Foods, LLC    
N.A.                                                        
125 Putnam Street                                           P.O. Box 71-0726        
Marietta, OH 45750                                          Columbus, OH 43271-0726 
Account: 617469028                                                                  
                                                                                    
JPMorgan Chase Bank,          Country Fresh, LLC –          Country Fresh, LLC      
N.A.                          Grand Rapids                  
10 S. Dearborn                                              21999 Network Place     
Chicago, IL 60670                                           Chicago, IL 60673-1219  
Account: 10-43835                                                                   
                                                                                    
JPMorgan Chase Bank,          Country Fresh, LLC –          Country Fresh, LLC      
N.A.                          Flint                         
10 S. Dearborn                                              23080 Network Place     
Chicago, IL 60670                                           Chicago, IL 60673-1230  
Account: 11-31960                                                                   
                                                                                    
JPMorgan Chase Bank,          Country Fresh, LLC –          Country Fresh, LLC      
N.A.                          Livonia                       
10 S. Dearborn                                              21906 Network Place     
Chicago, IL 60670                                           Chicago, IL 60673-1219  
Account: 693193054                                                                  
                                                                                    
JPMorgan Chase Bank,          Creamland Dairies, LLC        Price’s Creameries      
N.A.                          (Price’s Creameries           P.O. Box 730771         
2200 Ross Swiss Avenue –      division)                     Dallas, TX 75373        
Suite 1050                                                  
Dallas, TX 7501                                             
Account: 1106194                                            
                                                                                    
JPMorgan Chase Bank,          Midwest Ice Cream             Midwest Ice Cream       
N.A.                          Company, LLC                  Company, LLC            
Account: 10-78823                                           22573 Network Place     
                                                            Chicago, IL 60673-1225  
                                                                                    
JPMorgan Chase Bank,          Midwest Ice Cream             Midwest Ice Cream       
N.A.                          Company, LLC                  Company, LLC            
10 S. Dearborn                                              21810 Network Place     
Chicago, IL 60670                                           Chicago, IL 60673-1218  
Account: 11-34295                                                                   


                                   Annex A-1

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                         
        Bank/Account                      Originator                     Lock-Box        
JPMorgan Chase Bank, N.A.          Liberty Dairy Company         Liberty Dairy Company   
10 S. Dearborn                                                   22938 Network Place     
Chicago, IL 60670                                                Chicago, IL 60673-1229  
Account: 11-06129                                                
                                                                                         
JPMorgan Chase Bank, N.A.          Reiter Dairy, LLC             Reiter Dairy, LLC       
10 S. Dearborn                                                   22913 Network Place     
Chicago, IL 60670                                                Chicago, IL 60673-1229  
Account: 11-04066                                                
                                                                                         
JPMorgan Chase Bank, N.A.          Southern Foods Group,         Brown’s Dairy           
2200 Ross Avenue, Suite 1050       L.P.                          P.O. Box 62600, Dept.   
Dallas, TX 75201                                                 1162                    
Account: 1585742099                                              New Orleans, LA         
                                                                 70162-2600              
                                                                                         
JPMorgan Chase Bank, N.A.          Southern Foods Group,         Meadow Gold (Tulsa)     
2200 Ross Avenue, Suite 1050       L.P.- Border                  P.O. Box 972384         
Dallas, TX 75201                                                 Dallas, TX 75397-2384   
Account: 023257037                                               
                                                                                         
JPMorgan Chase Bank, N.A.          Southern Foods Group,         N/A                     
2200 Ross Avenue – Suite 1050      L.P.- Dean Foods West         
Dallas, TX 75201                                                 
Account: 1587318849                                              
(Concentration Acct.)                                            
                                                                                         
JPMorgan Chase Bank, N.A.          Southern Foods Group,         Oak Farms Dairy         
2200 Ross Avenue – Suite 1050      L.P.                          (Houston)               
Dallas, TX 75201                                                 P.O. Box 973866         
Account: 1587318807                                              Dallas, TX 75397-3866   
                                                                                         
JPMorgan Chase Bank, N.A.          Southern Foods Group,         Schepps Dairy (Houston) 
2200 Ross Avenue – Suite 1050      L.P.                          P.O. Box 973913         
Dallas, TX 75201                                                 Dallas, TX 75397-3913   
Account: 1587318815                                              
                                                                                         
JPMorgan Chase Bank, N.A.          Verifine Dairy Products       Verifine Dairy Products 
10 S. Dearborn                     of Sheboygan, LLC             of Sheboygan, LLC       
Chicago, IL 60670                                                22938 Network Place     
Account: 11-06129                                                Chicago, IL 60673-1229  
                                                                                         


                                   Annex A-2

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                     
      Bank/Account                    Originator                     Lock-Box        
JPMorgan Chase Bank, N.A.      Schenkel’s All-Star           Schenkel’s All-Star     
10 S. Dearborn                 Dairy, LLC                    Dairy, LLC              
Chicago, IL 60670                                            21738 Network Place     
Account: 662644665                                           Chicago, IL 60673-1217  
                                                                                     
JPMorgan Chase Bank, N.A.      Louis Trauth Dairy, LLC       Louis Trauth Dairy, LLC 
Columbus, OH                                                 P.O. Box 714809         
Account: 658564000                                           Columbus, OH 43271-4809 
                                                                                     
First Hawaiian Bank            Southern Foods Group,         Meadow Gold (Hawaii)    
2411 S. King St                L.P.                          P.O. Box 30390          
Honolulu, HI 96826                                           Honolulu, HI 96820-0390 
Account: 48061370                                                                    
                                                                                     
Wachovia Bank, N.A.            Meadow Brook Dairy            Meadowbrook Dairy       
Account: 2000028328584         Company                       75 Remittance Drive     
                                                             Suite 6443              
                                                             Chicago, IL 60675-6443  
                                                                                     
Wachovia Bank, N.A.            Dean Dairy Products           Dean Dairy Products     
Account: 2000028328597         Company, LLC                  Company, LLC            
                                                             75 Remittance Drive     
                                                             Suite 6450              
                                                             Chicago, IL 60675-6450  
                                                                                     
Wachovia Bank, N.A.            Terrace Dairy, LLC            Terrace Dairy, LLC      
Account: 2000028328610                                       Box # 3871              
                                                             P O Box 8500            
                                                             Philadelphia, PA        
                                                             19178-3871              
                                                                                     
Wachovia Bank, N.A.            Shenandoah’s Pride, LLC       Shenandoah’s Pride, LLC 
Account: 2000028328623                                       Box # 3876              
                                                             P O Box 8500            
                                                             Philadelphia, PA        
                                                             19178-3876              
                                                                                     
Wachovia Bank, N.A.            Garelick Farms, LLC –         Tuscan Dairy            
Account: 2000028328636         The Tuscan Depository         Box # 3881              
                                                             P O Box 8500            
                                                             Philadelphia, PA        
                                                             19178-3881              
                                                                                     
Wachovia Bank, N.A.            Garelick Farms, LLC –         Lehigh Valley Dairy     
Account: 2000028328649         The Lehigh Depository         Box # 3886              
                                                             P O Box 8500            
                                                             Philadelphia, PA        
                                                             19178-3886              
                                                                                     
Wachovia Bank, N.A.            Garelick Farms, LLC dba       Miscoe Springs          
Account: 2000028328652         Miscoe Springs                Box # 3891              
                                                             P O Box 8500            
                                                             Philadelphia, PA        
                                                             19178-3891              
                                                                                     
Wachovia Bank, N.A.            Garelick Farms, LLC–          Garelick Farms of Maine 
Account: 2000028328665         Garelick Farms of ME          Box # 3901              
                               Depository                    P O Box 8500            
                                                             Philadelphia, PA        
                                                             19178-3901              


                                   Annex A-3

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                    
      Bank/Account                   Originator                     Lock-Box        
Wachovia Bank, N.A.           Garelick Farms, LLC –         Garelick Farms Franklin 
Account: 2000028328681        The Garelick Farms            Box # 3906              
                              Franklin Depository           P O Box 8500            
                                                            Philadelphia, PA        
                                                            19178-3906              
                                                                                    
Wachovia Bank, N.A.           Garelick Farms, LLC dba       Garelick Farms of New   
Account: 2000028328694        Garelick Farms of NJ          Jersey                  
                                                            Box # 3916              
                                                            P O Box 8500            
                                                            Philadelphia, PA        
                                                            19178-3916              
                                                                                    
Wachovia Bank, N.A.           Garelick Farms, LLC dba       Garelick Farms of New   
Account: 2000028328704        Garelick Farms of NY          York                    
                                                            Box # 3921              
                                                            P O Box 8500            
                                                            Philadelphia, PA        
                                                            19178-3921              
                                                                                    
Wachovia Bank, N.A.           Garelick Farms, LLC dba       Garelick Farms of Lynn  
Account: 2000028330187        Garelick Farms of Lynn        Box # 3926              
                                                            P O Box 8500            
                                                            Philadelphia, PA        
                                                            19178-3926              
                                                                                    
Harris N.A.                   WhiteWave Foods Company       Morningstar Foods, LLC  
111 W. Monroe Street          (f/k/a Dean National          36102 Treasury Center   
Chicago, IL 60603             Brand Group, Inc.)            Chicago, IL 60694-6100  
Account: 349626-2                                           
                                                                                    
Harris N.A                    WhiteWave Foods Company       Morningstar Foods, LLC  
111 W. Monroe Street          (f/k/a Dean National          P.O. Box 532023         
Chicago, IL 60603             Brand Group, Inc.)            Atlanta, GA 30353-2023  
Account: 349626-2                                           
                                                                                    
Harris N.A.                   WhiteWave Foods Company       Morningstar Foods, LLC  
111 W. Monroe Street          (f/k/a Dean National          P.O. Box 51568          
Chicago, IL 60603             Brand Group, Inc.)            Los Angeles, CA         
Account: 349626-2                                           90051-5868              
                                                                                    
U.S. Bank National            WhiteWave Foods Company       Horizon Organic Dairy,  
Association                   (f/k/a Horizon Organic        Inc.                    
Boulder, CO 80526             Holding Corporation )         Dept 0306               
Account: 194310714119                                       Denver, CO 80291        
                                                                                    
Wachovia Bank, N.A.           Dairy Fresh, LLC              Dairy Fresh, LLC        
401 S. Tryon St., 3                                         P.O. Box 60898          
Wachovia Center, 10th                                       Charlotte, NC 28260     
floor                                                       
Charlotte, NC 28288                                         
Account: 2000001211197                                      
                                                                                    
Wachovia Bank, N.A.           Dean Milk Company, LLC        Dean Milk Company -     
401 S. Tryon St., 3                                         Louisville              
Wachovia Center, 10th                                       P.O. Box 932970         
floor                                                       Atlanta, GA 31193       
Charlotte, NC 28288                                         
Account: 2000014790689                                      
                                                                                    


                                   Annex A-4

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                         
        Bank/Account                      Originator                     Lock-Box        
Wachovia Bank, N.A.                Land-O-Sun Dairies, LLC       Barber Dairies          
401 S. Tryon St., 3                                              P.O. Box 60498          
Wachovia Center, 10th floor                                      Charlotte, NC 28260-0498
Charlotte, NC 28288                                              
Account: 2000002922951                                           
                                                                                         
Wachovia Bank, N.A.                Country Delite Farms,         Country Delite Farms,   
401 S. Tryon St., 3                LLC                           LLC                     
Wachovia Center, 10th floor                                      P.O. Box 932542         
Charlotte, NC 28288                                              Atlanta, GA 31193-2689  
Account: 2000001211605                                           
                                                                                         
Wachovia Bank, N.A.                McArthur Dairy, LLC           McArthur Dairy, LLC     
401 S. Tryon St., 3                                              P.O. Box 932688         
Wachovia Center, 10th floor                                      Atlanta, GA 31193-2689  
Charlotte, NC 28288                                              
Account: 2000014790676                                           
                                                                                         
Wachovia Bank, N.A.                T.G. Lee Foods, LLC           T.G. Lee Foods, LLC     
401 S. Tryon St., 3                                              P.O. Box 932689         
Wachovia Center, 10th floor                                      Atlanta, GA 31193-2689  
Charlotte, NC 28288                                              
Account: 2000014790647                                           
                                                                                         
Wachovia Bank, N.A.                Mayfield Dairy Farms,         Mayfield Dairy Farms,   
Account: 2000014790650             LLC                           LLC                     
                                                                 P.O. Box 933321         
                                                                 Atlanta, GA 31193-3321  
                                                                                         
Wachovia Bank, N.A.                Garelick Farms, LLC –         N/A                     
Account: 2000028328571             Maskr Account                 
                                                                                         
Wachovia Bank, N.A.                Dean East, LLC                N/A                     
Account: 2000002926407                                           
Concentration Account                                            
                                                                                         
Wells Fargo Bank                   WhiteWave Foods Company       WhiteWave Foods Company 
Account: 4945018034                (f/k/a White Wave, Inc.)      Dept 1458               
                                                                 Denver, CO 80291        
                                                                                         
Wells Fargo Bank                   Alta-Dena Certified           Alta-Dena Certified     
1200 W. 7th St., Suite T2-210      Dairy, LLC                    Dairy, LLC              
Los Angeles, CA 90017                                            Dept. 2363              
Account: 4171190465                                              Los Angeles, CA         
                                                                 90084-2363              
                                                                                         
Wells Fargo Bank                   Berkeley Farms, LLC           Berkeley Farms, LLC –   
42840 Christy St., Suite 100                                     P.O.                    
Fremont, CA 94538                                                Box 39000               
Account: 4171189186                                              San Francisco, CA       
                                                                 94139-3405              


                                   Annex A-5

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                     
        Bank/Account                    Originator                   Lock-Box        
Wells Fargo Bank                 Creamland Dairies, LLC      Creamland Dairies, LLC  
Alburquerque, NM                                             P.O. Box 27508          
Account: 4171190200                                          Albuquerque, NM 87125   
                                                                                     
Wells Fargo Bank                 Dean Foods Company of       Dean Foods Company of   
1200 W. 7th St., Suite L2-200    California, LLC             California, LLC         
                                                             Dept. # 2364            
Los Angeles, CA 90017                                        Los Angeles, CA         
                                                             90084-2364              
Account: 4171194921                                                                  
                                                                                     
Wells Fargo Bank                 Dean Foods North            Dean Foods North        
Account: 4121054126              Central,                    Central, LLC            
                                 LLC – Thief River           P.O. Box 1450 NW 8318   
                                 Moorhead                    Minneapolis, MN         
                                                             55485-8318              
                                                                                     
Wells Fargo Bank                 Dean Foods North            Dean Foods North        
Account: 4121207872              Central, LLC                Central, LLC            
                                                             P.O. Box 1450 NW 8318   
                                                             Minneapolis, MN         
                                                             55485-8318              
                                                                                     
Wells Fargo Bank                 Dean SoCal, LLC             Adohr Farms Dairy       
P.O. Box 63020                                               Dept 0843               
San Francisco, CA 94163                                      Los Angeles, CA         
                                                             90088-0843              
Account: 4801-902602                                                                 
                                                                                     
Wells Fargo Bank                 Dean SoCal, LLC             Swiss Premium Dairy, LLC
P.O. Box 63020                                               Department 0011         
San Francisco, CA 94163                                      Los Angeles, CA         
                                                             90084-0011              
Account: 4801-896192                                                                 
                                                                                     
Wells Fargo Bank                 Dean West, LLC              N/A                     
1445 Ross Avenue                                                                     
Dallas, TX 75202                                                                     
Account: 4496805789                                                                  
(Concentration Acct.)                                                                
                                                                                     
Wells Fargo Bank                 Gandy’s Dairies, LLC        Gandy’s Dairies LLC     
1445 Ross Avenue                                             P.O. Box 201263         
Dallas, TX 74202                                             Dallas, TX 75320-1263   
Account: 4167506609                                                                  
                                                                                     
Wells Fargo Bank                 Model Dairy, LLC            Model Dairy, LLC        
155 5th St, 6th Floor                                        Department 2170         
San Francisco, CA 94103                                      Los Angeles, CA         
                                                             90084-2170              
Account: 4185047190                                                                  
                                                                                     
Wells Fargo Bank                 Robinson Dairy, LLC         Robinson Dairy          
646 Bryant St.                                               Department 1289         
Denver, CO 80204-4122                                        Denver, CO 80271-1289   
Account: 449-6888777                                                                 


                                   Annex A-6

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                     
      Bank/Account                 Originator                     Lock-Box           
Wells Fargo Bank            Schenkel’s All-Star         N/A                          
Account: 4945081867         Dairy, LLC – Depository     
                                                                                     
Wells Fargo Bank            Southern Foods Group,       Meadow Gold (Lincoln)        
                            L.P.                        
1248 O St.                                              P.O. Box 3366                
Lincoln, NE 68508                                       Omaha, NE 68176-0894         
Account: 4496878612                                                                  
                                                                                     
Wells Fargo Bank            Southern Foods Group,       Meadow Gold (Salt Lake City) 
555 17th Street # 600       L.P.                        P.O. Box 959                 
Denver, CO 80202                                        Denver, CO 80291             
Account: 4496806159                                     
                                                                                     
Wells Fargo Bank            Southern Foods Group,       Oak Farms Dairy (Dallas)     
                            L.P.                        
1445 Ross Avenue                                        P.O. Box 200358              
Dallas, TX 75202                                        Dallas, TX 75320-0358        
Account: 4496805839                                                                  
                                                                                     
Wells Fargo Bank            Southern Foods Group,       Oak Farms Dairy (San Antonio)
1445 Ross Avenue            L.P.                        P.O. Box 200349              
Dallas, TX 75202                                        Dallas, TX 75320-0349        
Account: 4496805912                                     
                                                                                     
Wells Fargo Bank            Southern Foods Group,       Schepps Dairy (Dallas)       
                            L.P.                        
1445 Ross Avenue                                        P.O. Box 200300              
Dallas, TX 75202                                        Dallas, TX 75320-0300        
Account: 4496805821                                                                  
                                                                                     
Wells Fargo Bank            Southern Foods Group,       Southwest Ice Cream          
                            L.P.                        
1445 Ross Avenue                                        P.O. Box 201074              
Dallas, TX 75202                                        Dallas, TX 75320-1074        
Account: 4496805862                                                                  
                                                                                     
Wells Fargo Bank            Sulphur Springs Cultured    Fullerton/Tulare Cultured    
P.O. Box 4013               Specialties, LLC            Specialties                  
Concordia, CA 94524-4013                                Department 1560              
Account: 495-0001404                                    Los Angeles, CA 90084-1560   
                                                                                     
Wells Payment Express       Southern Foods Group,       Meadow Gold (Billings)       
                            L.P.                        
555 17th Street #600                                    Dept. 964                    
Denver, CO 80202                                        Denver, CO 80271-0964        
Account: 4950022608                                                                  
                                                                                     
Wells Payment Express       Southern Foods Group,       Meadow Gold (Boise)          
                            L.P.                        
555 17th Street #600                                    Dept. 960                    
Denver, CO 80202                                        Denver, CO 80271             
Account: 4950022558                                                                  


                                   Annex A-7

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                  
     Bank/Account                Originator                     Lock-Box          
 Wells Payment Express   Southern Foods Group, L.P.   Meadow Gold (Englewood)     
 555 17th Street #600                                 Dept 962                    
 Denver, CO 80202                                     Denver, CO 80271            
 Account: 4496806118                                                              
                                                                                  
 Wells Payment Express   Southern Foods Group, L.P.   Meadow Gold (Grand Junction)
 555 17th Street #600                                 Dept. 275                   
 Denver, CO 80202                                     Denver, CO 80271-0275       
 Account: 4496806183                                  
                                                                                  
 Wells Payment Express   Southern Foods Group, L.P.   Meadow Gold (Great Falls)   
 555 17th Street #600                                 Dept. 966                   
 Denver, CO 80202                                     Denver, CO 80271            
 Account: 4950022475                                                              
                                                                                  
 Wells Payment Express   Southern Foods Group, L.P.   Meadow Gold (Greeley)       
 555 17th Street #600                                 Dept. 961                   
 Denver, CO 80202                                     Denver, CO 80271            
 Account: 4496806134                                                              
                                                                                  
 Wells Payment Express   Southern Foods Group, L.P.   Meadow Gold (Kalispell)     
 555 17th Street #600                                 P.O. Box 965                
 Denver, CO 80202                                     Denver, CO 80271            
 Account: 4159665918                                                              
                                                                                  
 Wells Fargo Bank        Southern Foods Group, L.P.   Meadow Gold (Las Vegas)     
 P.O. Box 63020                                       Department 9373             
 Account: 4121026124                                  Los Angeles, CA 90084-9373  
                                                                                  
 JPMorgan Chase Bank     Dean East II, LLC            N/A                         
 Account: 1000108                                                                 
                                                                                  
 Wells Fargo             Dean West II, LLC            N/A                         
 Account: 4496805789                                                              
 Concentration Account                                                            


                                   Annex A-8

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                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                         ANNEX B
                                   SCHEDULE F
                            TOP TWENTY FIVE OBLIGORS
1      7-Eleven
2      Aldi
3      BJ’s Wholesale Club
4      C&S Wholesale Grocers
5      Costco Corp.
6      CVS
7      Delhaize
8      Dollar General
9      Dunkin Brands
10      Giant Eagle Inc.
11      Kroger
12      McDonald’s
13      Meijer
14      Publix Super Markets
15      Royal Ahold
16      Safeway
17      Spartan
18      Starbucks
19      SuperValu
20      Sysco
21      Target
22      U.S. Foodservice
23      UNFI
24      Walgreens
25      Wal-Mart

                                   Annex B-1

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                         ANNEX C
                                                                                  
 Non-Collection Accounts           Originator                 Non-Lock-Boxes      
 JPMorgan Chase Bank       Dean Illinois Dairies, LLC   Dean Illinois Dairies, LLC
 Account: 727113219                                     P.O. Box 71184            
                                                        Chicago, IL 60694         
                                                                                  
 Bank of America           Pet O’Fallon                 Pet O’Fallon              
 Account: 100101176809                                  PO Box 500117             
                                                        St. Louis, MO 63150-0117  
                                                                                  
 Wells Fargo               Swiss II, LLC                Swiss Dairy               
 Account: 4801913757                                    Dept. 0190                
                                                        Los Angeles, CA 90088-0190
                                                                                  
 JPMorgan Chase Bank       Liberty Dairy Company        Liberty Dairy Company     
 Account: 750527251                                     PO Box 23982              
                                                        Chicago, IL 60694         
                                                                                  
 JPMorgan Chase Bank       Country Fresh, LLC           Country Fresh, LLC        
 Account: 737302885                                     PO Box 24135              
                                                        Chicago, IL 60694         


                                   Annex C-1

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                         ANNEX D
                                   EXHIBIT IV
                 NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS
                                                                                         
           Bank/Account                       Originator                  Lock-Box       
AmSouth Bank                             Purity Dairies, LLC        Purity Dairies LLC   
315 Deaderick Street                                                MSC# 4106000         
Nashville, TN 37237-0210                                            P.O. Box 415000      
Account: 201018                                                     Nashville, TN        
                                                                    37241-5000           
                                                                                         
JPMorgan Chase Bank, N.A.                Broughton Foods, LLC       Broughton Foods, LLC 
125 Putnam Street                                                   P.O. Box 71-0726     
Marietta, OH 45750                                                  Columbus, OH         
Account: 617469028                                                  43271-0726           
                                                                                         
JPMorgan Chase Bank, N.A.                Country Fresh, LLC –       Country Fresh, LLC   
10 S. Dearborn                           Grand Rapids               21999 Network Place  
Chicago, IL 60670                                                   Chicago, IL          
Account: 10-43835                                                   60673-1219           
                                                                                         
JPMorgan Chase Bank, N.A.                Country Fresh, LLC –       Country Fresh, LLC   
10 S. Dearborn                           Flint                      23080 Network Place  
Chicago, IL 60670                                                   Chicago, IL          
Account: 11-31960                                                   60673-1230           
                                                                                         
JPMorgan Chase Bank, N.A.                Country Fresh, LLC –       Country Fresh, LLC   
10 S. Dearborn                           Livonia                    21906 Network Place  
Chicago, IL 60670                                                   Chicago, IL          
Account: 693193054                                                  60673-1219           
                                                                                         
JPMorgan Chase Bank, N.A.                Creamland Dairies LLC      Price’s Creameries   
2200 Ross Swiss Avenue - Suite 1050      (Price’s Creameries,       P.O. Box 730771      
Dallas, TX 7501                          division)                  Dallas, TX 75373     
Account: 1106194                                                    
                                                                                         
JPMorgan Chase Bank, N.A.                Midwest Ice Cream          Midwest Ice Cream    
Account: 10-78823                        Company, LLC               Company, LLC         
                                                                    22573 Network Place  
                                                                    Chicago, IL          
                                                                    60673-1225           
                                                                                         
JPMorgan Chase Bank, N.A.                Midwest Ice Cream          Midwest Ice Cream    
10 S. Dearborn                           Company, LLC               Company, LLC         
Chicago, IL 60670                                                   21810 Network Place  
Account: 11-34295                                                   Chicago, IL          
                                                                    60673-1218           


                                   Annex D-1

                                        

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                    
     Bank/Account                  Originator                      Lock-Box         
JPMorgan Chase Bank,        Liberty Dairy Company         Liberty Dairy Company     
N.A.                                                      22938 Network Place       
10 S. Dearborn                                            Chicago, IL 60673-1229    
Chicago, IL 60670                                         
Account: 11-06129                                         
                                                                                    
JPMorgan Chase Bank,        Reiter Dairy, LLC             Reiter Dairy, LLC         
N.A.                                                      22913 Network Place       
10 S. Dearborn                                            Chicago, IL 60673-1229    
Chicago, IL 60670                                         
Account: 11-04066                                         
                                                                                    
JPMorgan Chase Bank,        Southern Foods Group,         Brown’s Dairy             
N.A.                        L.P.                          P.O. Box 62600,           
2200 Ross Avenue,                                         Dept. 1162                
Suite 1050                                                New Orleans, LA 70162-2600
Dallas, TX 75201                                          
Account: 1585742099                                       
                                                                                    
JPMorgan Chase Bank,        Southern Foods Group,         Meadow Gold (Tulsa)       
N.A.                        L.P.- Border                  P.O. Box 972384           
2200 Ross Avenue,                                         Dallas, TX 75397-2384     
Suite 1050                                                
Dallas, TX 75201                                          
Account: 023257037                                        
                                                                                    
JPMorgan Chase Bank,        Southern Foods Group,         N/A                       
N.A.                        L.P.- Dean Foods West         
2200 Ross Avenue —                                        
Suite 1050                                                
Dallas, TX 75201                                          
Account: 1587318849                                       
(Concentration Acct.)                                     
                                                                                    
JPMorgan Chase Bank,        Southern Foods Group,         Oak Farms Dairy           
N.A.                        L.P.                          (Houston)                 
2200 Ross Avenue -                                        P.O. Box 973866           
Suite 1050                                                Dallas, TX 75397-3866     
Dallas, TX 75201                                          
Account: 1587318807                                       
                                                                                    
JPMorgan Chase Bank,        Southern Foods Group,         Schepps Dairy (Houston)   
N.A.                        L.P.                          P.O. Box 973913           
2200 Ross Avenue -                                        Dallas, TX 75397-3913     
Suite 1050                                                
Dallas, TX 75201                                          
Account: 1587318815                                       
                                                                                    
JPMorgan Chase Bank,        Verifine Dairy Products       Verifine Dairy            
N.A.                        of Sheboygan, LLC             Products of Sheboygan, LLC
10 S. Dearborn                                            22938 Network Place       
Chicago, IL 60670                                         Chicago, IL 60673-1229    
Account: 11-06129                                         
                                                                                    
JPMorgan Chase Bank,        Schenkel’s All-Star           Schenkel’s All-Star       
N.A.                        Dairy, LLC                    Dairy, LLC                
10 S. Dearborn                                            21738 Network Place       
Chicago, IL 60670                                         Chicago, IL 60673-1217    
Account: 662644665                                        


                                   Annex D-2

                                        

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                    
  Bank/Account                   Originator                         Lock-Box        
JPMorgan Chase        Louis Trauth Dairy, LLC               Louis Trauth Dairy, LLC 
Bank,N.A.                                                   P.O. Box 714809         
Columbus, OH                                                Columbus, OH 43271-4809 
Account:                                                    
658564000                                                   
                                                                                    
First Hawaiian        Southern Foods Group, L.P.            Meadow Gold (Hawaii)    
Bank                                                        P.O. Box 30390          
2411 S. King St                                             Honolulu, HI            
Honolulu, HI                                                96820-0390              
96826                                                       
Account:                                                    
48061370                                                    
                                                                                    
JPMorgan Chase        Dean Illinois Dairies, LLC            Dean Illinois Dairies,  
Bank                                                        LLC                     
Account:                                                    P.O. Box 71184          
727113219                                                   Chicago, IL 60694       
                                                                                    
Wachovia Bank,        Meadow Brook Dairy Company            Meadowbrook Dairy       
N.A.                                                        75 Remittance Drive     
Account:                                                    Suite 6443              
2000028328584                                               Chicago, IL 60675-6443  
                                                                                    
Wachovia Bank,        Dean Dairy Products Company, LLC      Dean Dairy Products     
N.A.                                                        Company, LLC            
Account:                                                    75 Remittance Drive     
2000028328597                                               Suite 6450              
                                                            Chicago, IL 60675-6450  
                                                                                    
Wachovia Bank,        Terrace Dairy, LLC                    Terrace Dairy, LLC      
N.A.                                                        Box # 3871              
Account:                                                    P O Box 8500            
2000028328610                                               Philadelphia, PA        
                                                            19178-3871              
                                                                                    
Wachovia Bank,        Shenandoah’s Pride, LLC               Shenandoah’s Pride, LLC 
N.A.                                                        Box # 3876              
Account:                                                    P O Box 8500            
2000028328623                                               Philadelphia, PA        
                                                            19178-3876              
                                                                                    
Wachovia Bank,        Garelick Farms, LLC — The Tuscan      Tuscan Dairy            
N.A.                  Depository                            Box # 3881              
Account:                                                    P O Box 8500            
2000028328636                                               Philadelphia, PA        
                                                            19178-3881              
                                                                                    
Wachovia Bank,        Garelick Farms, LLC — The Lehigh      Lehigh Valley Dairy     
N.A.                  Depository                            Box # 3886              
Account:                                                    P O Box 8500            
2000028328649                                               Philadelphia, PA        
                                                            19178-3886              


                                   Annex D-3

                                        

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                    
      Bank/Account                 Originator                     Lock-Box          
Wachovia Bank, N.A.         Garelick Farms, LLC dba     Miscoe Springs              
Account: 2000028328652      Miscoe Springs              Box # 3891                  
                                                        P O Box 8500                
                                                        Philadelphia, PA 19178-3891 
                                                                                    
Wachovia Bank, N.A.         Garelick Farms, LLC–        Garelick Farms of Maine     
Account: 2000028328665      Garelick Farms of ME        Box # 3901                  
                            Depository                  P O Box 8500                
                                                        Philadelphia, PA 19178-3901 
                                                                                    
Wachovia Bank, N.A.         Garelick Farms, LLC –       Garelick Farms Franklin     
Account: 2000028328681      The Garelick Farms          Box # 3906                  
                            Franklin Depository         P O Box 8500                
                                                        Philadelphia, PA 19178-3906 
                                                                                    
Wachovia Bank, N.A.         Garelick Farms, LLC dba     Garelick Farms of New Jersey
Account: 2000028328694      Garelick Farms of NJ        Box # 3916                  
                                                        P O Box 8500                
                                                        Philadelphia, PA 19178-3916 
                                                                                    
Wachovia Bank, N.A.         Garelick Farms, LLC dba     Garelick Farms of New York  
Account: 2000028328704      Garelick Farms of NY        Box # 3921                  
                                                        P O Box 8500                
                                                        Philadelphia, PA 19178-3921 
                                                                                    
Wachovia Bank, N.A.         Garelick Farms, LLC dba     Garelick Farms of Lynn      
Account: 2000028330187      Garelick Farms of Lynn      Box # 3926                  
                                                        P O Box 8500                
                                                        Philadelphia, PA 19178-3926 
                                                                                    
Harris N.A.                 WhiteWave Foods Company     Morningstar Foods, LLC      
111 W. Monroe Street        (f/k/a Dean National        36102 Treasury Center       
Chicago, IL 60603           Brand Group, Inc.)          Chicago, IL 60694-6100      
Account: 349626-2                                       
                                                                                    
Harris N.A                  WhiteWave Foods Company     Morningstar Foods, LLC      
111 W. Monroe Street        (f/k/a Dean National        P.O. Box 532023             
Chicago, IL 60603           Brand Group, Inc.)          Atlanta, GA 30353-2023      
Account: 349626-2                                       


                                   Annex D-4

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                   
       Bank/Account                   Originator                   Lock-Box        
U.S. Bank National             WhiteWave Foods Company     Horizon Organic Dairy,  
Association                    (f/k/a Horizon Organic      Inc.                    
Boulder, CO 80526              Holding Corporation )       Dept 0306               
Account: 194310714119                                      Denver, CO 80291        
                                                                                   
Wachovia Bank, N.A.            Dairy Fresh, LLC            Dairy Fresh, LLC        
401 S. Tryon St., 3                                        P.O. Box 60898          
Wachovia Center, 10th floor                                Charlotte, NC 28260     
Charlotte, NC 28288                                        
Account: 2000001211197                                     
                                                                                   
Wachovia Bank, N.A.            Dean Milk Company, LLC      Dean Milk Company -     
401 S. Tryon St., 3                                        Louisville              
Wachovia Center, 10th floor                                P.O. Box 932970         
Charlotte, NC 28288                                        Atlanta, GA 31193       
Account: 2000014790689                                     
                                                                                   
Wachovia Bank, N.A.            Land-O-Sun Dairies, LLC     Barber Dairies          
401 S. Tryon St., 3                                        P.O. Box 60498          
Wachovia Center, 10th floor                                Charlotte, NC           
                                                           28260-0498              
Charlotte, NC 28288                                                                
Account: 2000002922951                                     
                                                                                   
Wachovia Bank, N.A.            Country Delite Farms,       Country Delite Farms,   
401 S. Tryon St., 3            LLC                         LLC                     
Wachovia Center, 10th floor                                P.O. Box 932542         
                                                           Atlanta, GA 31193-2689  
Charlotte, NC 28288                                                                
Account: 2000001211605                                     
                                                                                   
Wachovia Bank, N.A.            McArthur Dairy, LLC         McArthur Dairy, LLC     
401 S. Tryon St., 3                                        P.O. Box 932688         
Wachovia Center, 10th floor                                Atlanta, GA 31193-2689  
Charlotte, NC 28288                                                                
Account: 2000014790676                                     
                                                                                   
Wachovia Bank, N.A.            T.G. Lee Foods, LLC         T.G. Lee Foods, LLC     
401 S. Tryon St., 3                                        P.O. Box 932689         
Wachovia Center, 10th floor                                Atlanta, GA 31193-2689  
Charlotte, NC 28288                                                                
Account: 2000014790647                                     
                                                                                   
Wachovia Bank, N.A.            Mayfield Dairy Farms,       Mayfield Dairy Farms,   
Account: 2000014790650         LLC                         LLC                     
                                                           P.O. Box 933321         
                                                           Atlanta, GA 31193-3321  


                                   Annex D-5

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                       
        Bank/Account                    Originator                    Lock-Box         
Wachovia Bank, N.A.              Garelick Farms, LLC –       N/A                       
Account: 2000028328571           Maskr Account               
                                                                                       
Wachovia Bank, N.A.              Dean East, LLC              N/A                       
Account: 2000002926407                                       
Concentration Accuont                                        
                                                                                       
Wells Fargo Bank                 WhiteWave Foods Company     WhiteWave Foods Company   
Account: 4945018034              (f/k/a White Wave, Inc.)    Dept 1458                 
                                                             Denver, CO 80291          
                                                                                       
Wells Fargo Bank                 Alta-Dena Certified         Alta-Dena Certified       
1200 W. 7th St., Suite T2-210    Dairy, LLC                  Dairy, LLC                
Los Angeles, CA 90017                                        Dept. 2363                
Account: 4171190465                                          Los Angeles, CA 90084-2363
                                                                                       
Wells Fargo Bank                 Berkeley Farms, LLC         Berkeley Farms, LLC –     
42840 Christy St., Suite 100                                 P.O. Box 39000            
Fremont, CA 94538                                            San Francisco, CA         
Account: 4171189186                                          94139-3405                
                                                                                       
Wells Fargo Bank                 Creamland Dairies, LLC      Creamland Dairies, LLC    
Alburquerque, NM                                             P.O. Box 27508            
Account: 4171190200                                          Albuquerque, NM 87125     
                                                                                       
Wells Fargo Bank                 Dean Foods Company of       Dean Foods Company of     
1200 W. 7th St., Suite L2-200    California, LLC             California, LLC           
Los Angeles, CA 90017                                        Dept. # 2364              
Account: 4171194921                                          Los Angeles, CA 90084-2364
                                                                                       
Wells Fargo Bank                 Dean Foods North            Dean Foods North          
Account: 4121054126              Central, LLC – Thief        Central, LLC              
                                 River Moorhead              P.O. Box 1450 NW 8318     
                                                             Minneapolis, MN 55485-8318
                                                                                       
Wells Fargo Bank                 Dean Foods North            Dean Foods North          
Account: 4121207872              Central, LLC                Central, LLC              
                                                             P.O. Box 1450 NW 8318     
                                                             Minneapolis, MN 55485-8318
                                                                                       
Wells Fargo Bank                 Dean SoCal, LLC             Adohr Farms Dairy         
P.O. Box 63020                                               Dept 0843                 
San Francisco, CA 94163                                      Los Angeles, CA 90088-0843
Account: 4801-902602                                         
                                                                                       
Wells Fargo Bank                 Dean SoCal, LLC             Swiss Premium Dairy, LLC  
P.O. Box 63020                                               Department 0011           
San Francisco, CA 94163                                      Los Angeles, CA 90084-0011
Account: 4801-896192                                                                   


                                   Annex D-6

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                     
      Bank/Account                 Originator                     Lock-Box           
Wells Fargo Bank            Dean West, LLC              N/A                          
1445 Ross Avenue                                                                     
Dallas, TX 75202                                                                     
Account: 4496805789                                                                  
(Concentration Acct.)                                                                
                                                                                     
Wells Fargo Bank            Gandy’s Dairies, LLC        Gandy’s Dairies LLC          
1445 Ross Avenue                                        P.O. Box 201263              
Dallas, TX 74202                                        Dallas, TX 75320-1263        
Account: 4167506609                                                                  
                                                                                     
Wells Fargo Bank            Model Dairy, LLC            Model Dairy, LLC             
155 5th St, 6th Floor                                   Department 2170              
San Francisco, CA 94103                                 Los Angeles, CA 90084-2170   
Account: 4185047190                                     
                                                                                     
Wells Fargo Bank            Robinson Dairy, LLC         Robinson Dairy               
646 Bryant St.                                          Department 1289              
Denver, CO 80204-4122                                   Denver, CO 80271-1289        
Account: 449-6888777                                                                 
                                                                                     
Wells Fargo Bank            Schenkel’s All-Star         N/A                          
Account: 4945081867         Dairy, LLC – Depository     
                                                                                     
Wells Fargo Bank            Southern Foods Group,       Meadow Gold (Lincoln)        
                            L.P.                        
1248 O St.                                              P.O. Box 3366                
Lincoln, NE 68508                                       Omaha, NE 68176-0894         
Account: 4496878612                                                                  
                                                                                     
Wells Fargo Bank            Southern Foods Group,       Meadow Gold (Salt Lake City) 
555 17th Street # 600       L.P.                        P.O. Box 959                 
Denver, CO 80202                                        Denver, CO 80291             
Account: 4496806159                                     
                                                                                     
Wells Fargo Bank            Southern Foods Group,       Oak Farms Dairy (Dallas)     
                            L.P.                        
1445 Ross Avenue                                        P.O. Box 200358              
Dallas, TX 75202                                        Dallas, TX 75320-0358        
Account: 4496805839                                     
                                                                                     
Wells Fargo Bank            Southern Foods Group,       Oak Farms Dairy (San Antonio)
                            L.P.                        
1445 Ross Avenue                                        P.O. Box 200349              
Dallas, TX 75202                                        Dallas, TX 75320-0349        
Account: 4496805912                                     


                                   Annex D-7

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                   
       Bank/Account                  Originator                    Lock-Box        
 Wells Fargo Bank            Southern Foods Group, L.P.    Schepps Dairy (Dallas)  
 1445 Ross Avenue                                          P.O. Box 200300         
 Dallas, TX 75202                                          Dallas, TX 75320-0300   
 Account: 4496805821                                                               
                                                                                   
 Wells Fargo Bank            Southern Foods Group, L.P.    Southwest Ice Cream     
 1445 Ross Avenue                                          P.O. Box 201074         
 Dallas, TX 75202                                          Dallas, TX 75320-1074   
 Account: 4496805862                                                               
                                                                                   
 Wells Fargo Bank            Sulphur Springs               Fullerton/Tulare        
                                                           Cultured Specialties    
 P.O. Box 4013               Cultured Specialties, LLC     Department 1560         
 Concordia, CA 94524-4013                                  Los Angeles, CA         
                                                           90084-1560              
 Account: 495-0001404                                      
                                                                                   
 Wells Payment Express       Southern Foods Group, L.P.    Meadow Gold (Billings)  
 555 17th Street #600                                      Dept. 964               
 Denver, CO 80202                                          Denver, CO 80271-0964   
 Account: 4950022608                                                               
                                                                                   
 Wells Payment Express       Southern Foods Group, L.P.    Meadow Gold (Boise)     
 555 17th Street #600                                      Dept. 960               
 Denver, CO 80202                                          Denver, CO 80271        
 Account: 4950022558                                                               
                                                                                   
 Wells Payment Express       Southern Foods Group, L.P.    Meadow Gold             
 555 17th Street #600                                      (Englewood)             
 Denver, CO 80202                                          Dept 962                
 Account: 4496806118                                       Denver, CO 80271        
                                                                                   
 Wells Payment Express       Southern Foods Group, L.P.    Meadow Gold (Grand      
                                                           Junction)               
 555 17th Street #600                                      Dept. 275               
 Denver, CO 80202                                          Denver, CO 80271-0275   
 Account: 4496806183                                       
                                                                                   
 Wells Payment Express       Southern Foods Group, L.P.    Meadow Gold (Great      
                                                           Falls)                  
 555 17th Street #600                                      Dept. 966               
 Denver, CO 80202                                          Denver, CO 80271        
 Account: 4950022475                                       
                                                                                   
 Wells Payment Express       Southern Foods Group, L.P.    Meadow Gold (Greeley)   
 555 17th Street #600                                      Dept. 961               
 Denver, CO 80202                                          Denver, CO 80271        
 Account: 4496806134                                                               


                                   Annex D-8

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                                 
      Bank/Account                Originator                    Lock-Box         
  Wells Payment Express   Southern Foods Group, L.P.   Meadow Gold (Kalispell)   
  555 17th Street #600                                 P.O. Box 965              
  Denver, CO 80202                                     Denver, CO 80271          
  Account: 4159665918                                  
                                                                                 
  Wells Fargo Bank        Southern Foods Group, L.P.   Meadow Gold (Las Vegas)   
  P.O. Box 63020                                       Department 9373           
  Account: 4121026124                                  Los Angeles, CA 90084-9373
                                                                                 
  Bank of America         Pet O’Fallon                 Pet O’Fallon              
  Account: 100101176809                                PO Box 500117             
                                                       St. Louis, MO 63150-0117  
                                                                                 
  JPMorgan Chase Bank     Dean East II, LLC            N/A                       
  Account: 1000108                                                               
                       
  Wells Fargo             Swiss II, LLC                Swiss Dairy               
  Account: 4801913757                                  Dept. 0190                
                                                       Los Angeles, CA 90088-0190
                                                                                 
  Wells Fargo             Dean West II, LLC            N/A                       
  Account: 4496805789                                                            
  Concentration Account                                                          
                                                                                 
  JPMorgan Chase Bank     Liberty Dairy Company        Liberty Dairy Company     
  Accuont: 750527251                                   PO Box 23982              
                                                       Chicago, IL 60694         
                                                                                 
  JPMorgan Chase Bank     Country Fresh, LLC           Country Fresh, LLC        
  Account: 737302885                                   PO Box 24135              
                                                       Chicago, IL 60694         


                                   Annex D-9

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
                                                                         ANNEX E
                                   SCHEDULE D
                                  ORIGINATORS
31 LOGISTICS, LLC,
ALTA-DENA CERTIFIED DAIRY, LLC,
BARBER ICE CREAM, LLC,
BARBER MILK, LLC,
BERKELEY FARMS, LLC,
BROUGHTON FOODS, LLC,
COUNTRY DELITE FARMS, LLC,
COUNTRY FRESH, LLC,
CREAMLAND DAIRIES, LLC,
DAIRY FRESH, LLC,
DEAN DAIRY PRODUCTS COMPANY, LLC,
DEAN EAST II, LLC,
DEAN EAST, LLC,
DEAN FOODS COMPANY OF CALIFORNIA, LLC,
DEAN FOODS COMPANY OF INDIANA, LLC,
DEAN FOODS NORTH CENTRAL, LLC,
DEAN ILLINOIS DAIRIES, LLC,
DEAN MILK COMPANY, LLC,
DEAN SOCAL, LLC,
DEAN WEST II, LLC,
DEAN WEST, LLC,
FAIRMONT DAIRY, LLC,
FRIENDSHIP DAIRIES, LLC,
GANDY’S DAIRIES, LLC,
GARELICK FARMS, LLC (f/k/a SUIZA GTL, LLC),
KOHLER MIX SPECIALTIES OF MINNESOTA, LLC,
KOHLER MIX SPECIALTIES, LLC,
LAND-O-SUN DAIRIES, LLC,
LIBERTY DAIRY COMPANY,
LOUIS TRAUTH DAIRY, LLC,
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,
PET O’FALLON, LLC,
PURITY DAIRIES, LLC,
REITER DAIRY, LLC,
ROBINSON DAIRY, LLC,
SCHENKEL’S ALL-STAR DAIRY, LLC,
SHENANDOAH’S PRIDE, LLC,
SOUTHERN FOODS GROUP, LLC,
SULPHUR SPRINGS CULTURED SPECIALTIES, LLC,

                                   Annex E-1

--------------------------------------------------------------------------------
 

                                   Amendment no. 3 to fifth amended and restated
                               receivables purchase agreement and limited waiver
SWISS II, LLC,
SWISS PREMIUM DAIRY, LLC
T.G. LEE FOODS, LLC,
TERRACE DAIRY, LLC,
TUSCAN/LEHIGH DAIRIES, INC.,
VERIFINE DAIRY PRODUCTS CORPORATION OF SHEBOYGAN, LLC,
WHITEWAVE FOODS COMPANY

                                   Annex E-2



EX-10.2
3
d55593exv10w2.htm
AMENDMENT NO. 4 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

 

                                                                    Exhibit 10.2
                 AMENDMENT NO. 4 TO FIFTH AMENDED AND RESTATED
                         RECEIVABLES PURCHASE AGREEMENT
     This Amendment No. 4 to Fifth Amended and Restated Receivables Purchase
Agreement (this “Amendment”) is entered into as of April 4, 2008, 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”),
WhiteWave Receivables, L.P., a Delaware limited partnership (“WhiteWave” and,
together with Dairy Group and Dairy Group II, 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”).
                                   RECITALS:
     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:
     Section 1 Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth for such terms in,
or incorporated by reference into, the Receivables Purchase Agreement, as
amended hereby.
     Section 2. Amendment to Receivables Purchase Agreement. Subject to the
terms and conditions herein and immediately upon the satisfaction of each of the
conditions precedent set forth in Section 3 of this Amendment, the Receivables
Purchase Agreement is hereby amended as follows:
     (a) Section 1.5(f) of the Receivables Purchase agreement is hereby amended
and restated in its entirety to read as set forth immediately below:
     “Nonrenewing Financial Institutions; Decreases. Notwithstanding anything to
the contrary set forth in Section 1.3 or Section 1.5(b) or 1.5(c) hereof, in
accordance with the

                                        

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                                   Amendment no. 4 to fifth amended and restated
                                                  receivables purchase agreement
provisions of Section 1.5(a), the Administrative Seller may, with the prior
written consent of all Financial Institutions other than the Nonrenewing
Financial Institution, either (i) with the prior written consent of all
Financial Institutions other than the Nonrenewing Financial Institution or (ii)
without such consent if the Facility Limit hereunder (being reduced for this
purpose by the Commitment of the Nonrenewing Financial Institution and after
giving effect any increased amount of Commitment or replacement or substitute
financial institutions becoming a party hereto) would remain at or above $600
million provide the Agent with an irrevocable prior written notice in conformity
with the Required Notice Period (a “Nonrenewing Financial Institution Reduction
Notice”) to reduce in its entirety all of the Capital of a Nonrenewing Financial
Institution on or prior to the Scheduled Liquidity Termination Date, and the
Agent shall promptly notify each Purchaser of such Nonrenewing Financial
Institution Reduction Notice after the Agent’s receipt thereof. Such Nonrenewing
Financial Institution Reduction Notice shall designate (i) the date (the
“Nonrenewing Financial Institution Termination Date”) upon which any such
reduction of such Capital and termination of such Commitment shall occur (which
date shall give effect to the applicable Required Notice Period and shall be on
or prior to the Scheduled Liquidity Termination Date) and (ii) the total amount
of such Capital to be reduced in its entirety, which shall be applied to the
Purchaser Interests of the Nonrenewing Financial Institution and its related
Company in accordance with the amount of Capital (if any) owing to such
Nonrenewing Financial Institution, on the one hand, and the amount of Capital
(if any) owing to such Company, on the other hand (the “Nonrenewing Financial
Institution Reduction”). On and after the Nonrenewing Financial Institution
Termination Date (after giving effect to the payment to reduce in its entirety
its Capital), the Nonrenewing Financial Institution and its related Company
shall no longer purchase or hold any Purchaser Interests or have any Commitment
hereunder, and such Nonrenewing Financial Institution and its related Company
shall duly execute a termination agreement in form and substance requested by
the Agent to effect the foregoing. Only one (1) Nonrenewing Financial
Institution Reduction Notice shall be outstanding at any time. Concurrently with
any reduction of Capital pursuant to this Section 1.5(f), the Sellers shall pay
to the applicable Purchaser all Broken Funding Costs arising as a result of such
reduction.”
     (b) Section 2.2 of the Receivables Purchase agreement is hereby amended and
restated in its entirety to read as set forth immediately below (solely for
purposes of convenience, modified language is italicized):
     “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 or for payment to a Nonrenewing Financial Institution as provided in
Section 1.5(f) hereof. If at any time any Collections and/or Deemed Collections
are received by any Servicer prior to the Amortization Date, each Seller hereby
requests and the Purchasers 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, 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 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) to reduce unpaid CP Costs, Yield and other Obligations. If such
Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any
additional Collections received by any Servicer (i) if

                                       2

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                                   Amendment no. 4 to fifth amended and restated
                                                  receivables purchase agreement
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 in 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.
     (c) The definition of “Liquidity Termination Date” as set forth on
Exhibit I of the Receivables Purchase Agreement is hereby amended and restated
in its entirety to read as set forth immediately below:
     ““Liquidity Termination Date” means March 30, 2009 (as may be extended for
an additional period of time up to 364 days from time to time in accordance with
Section 1.5hereof) provided, however, that the “Liquidity Termination Date” for
Wachovia shall mean May 30, 2008.”
     Section 3. Conditions to Effectiveness of Amendment. This Amendment shall
become effective as of the date hereof upon the satisfaction of the following
conditions precedent:
     (a) Documentation. The Agent shall have received each of the documents
listed immediately below, each in form and substance satisfactory to the Agent.
        (i) Executed copies of this Amendment;
        (iii) Executed copies of Amendment No. 7 to Dean Receivables Sale
Agreement, dated as of the date hereof.
     (b) Representations and Warranties. (i) As of the date hereof, both before
and after giving effect to this Amendment all of the representations and
warranties contained in this Amendment, 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).
     (c) 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
which has not been expressly waived by this Amendment (and by its execution
hereof, each Seller shall be deemed to have represented and warranted such).

                                       3

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                                   Amendment no. 4 to fifth amended and restated
                                                  receivables purchase agreement
     Section 8. Miscellaneous.
        (a) 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
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 and modified 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, waived or
modified, are hereby ratified and confirmed and shall remain in full force and
effect.
        (b) 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.
        (c) 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)
incurred in connection with the preparation, execution and delivery of this
Amendment.
        (d) 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.
        (e) 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.
        (f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.

                                       4

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                                   Amendment no. 4 to fifth amended and restated
                                                  receivables purchase agreement
                            (Signature Pages Follow)

                                       5

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                                   Amendment no. 4 to fifth amended and restated
                                                  receivables purchase agreement
   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                        
                                                                     
                     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

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                                   Amendment no. 4 to fifth amended and restated
                                                  receivables purchase agreement
                                                                                                   
                                       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:           /s/ Ronald J. Atkins                          
                                                                                                   
                                       Name:         Ronald J. Atkins                              
                                       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/ Ronald J. Atkins                          
                                                                                                   
                                       Name:         Ronald J. Atkins                              
                                       Title:        Executive Director                            


                                      S-2

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                                   Amendment no. 4 to fifth amended and restated
                                                  receivables purchase agreement
                                                                                               
                                       ATLANTIC ASSET SECURITIZATION LLC (formerly Atlantic    
                                       Asset Securitization Corp.), as a Company               
                                                                                               
                                       By:        Calyon New York Branch (successor to Credit  
                                                  Lyonnais New York Branch)                    
                                       Its:       Attorney-In-Fact                             
                                                                                               
                                       By:        /s/ Konstantina                              
                                                  Kourmpetis                 
                                                                                               
                                       Name:      Konstantina Kourmpetis                       
                                       Title:     Managing Director                            
                                                                                               
                                       By:        /s/ Sam Pilcer                               
                                                                                               
                                       Name:      Sam Pilcer                                   
                                       Title:     Managing Director                            
                                                                                               
                                       CALYON NEW YORK BRANCH (successor to Credit Lyonnais New
                                       York Branch),                                           
                                       as a Financial Institution                              
                                                                                               
                                       By:        /s/ Konstantina                              
                                                  Kourmpetis                 
                                                                                               
                                       Name:      Konstantina Kourmpetis                       
                                       Title:     Managing Director                            
                                                                                               
                                       By:        /s/ Sam Pilcer                               
                                                                                               
                                       Name:      Sam Pilcer                                   
                                       Title:     Managing Director                            


                                      S-3

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                                   Amendment no. 4 to fifth amended and restated
                                                  receivables purchase agreement
                                                                                              
                                       NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Company  
                                                                                              
                                       By:         /s/ David V. DeAngelis                     
                                                                                              
                                       Name:       David V. DeAngelis                         
                                       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/ Wendi Hu                               
                                                                                              
                                       Name:       Wendi Hu                                   
                                       Title:      Executive Director                         


                                      S-4

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                                   Amendment no. 4 to fifth amended and restated
                                                  receivables purchase agreement
                                                                  
                        VARIABLE FUNDING CAPITAL COMPANY LLC,     
                        as a Company                              
                                                                  
                        By:      Wachovia Capital Markets, LLC    
                        Its:     Attorney-In-Fact                 
                                                                  
                        By:      /s/ Douglas R. Wilson, Sr.       
                                                                  
                        Name:    Douglas R. Wilson, Sr.           
                        Title:   Director                         
                                                                  
                        WACHOVIA BANK, NATIONAL ASSOCIATION,      
                        as a Financial Institution                
                                                                  
                        By:      /s/ Michael J. Landry            
                                                                  
                        Name:    Michael J. Landry                
                        Title:   Vice President                   


                                      S-5

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                                   Amendment no. 4 to fifth amended and restated
                                                  receivables purchase agreement
                                                                
  DEAN FOODS COMPANY,                                          
  as Provider                                                   
                                                               
  By:        /s/ Tim Smith                                      
  Name:         Tim Smith                                       
  Title:        Vice President and Treasurer                    
                                                                
  31 LOGISTICS, LLC, as a Servicer                             
  ALTA-DENA CERTIFIED DAIRY, LLC, as a Servicer                
  BARBER ICE CREAM, LLC, as a Servicer                         
  BARBER MILK, LLC, as a Servicer                              
  BERKELEY FARMS, LLC, as a Servicer                           
  BROUGHTON FOODS, LLC, as a Servicer                          
  COUNTRY DELITE FARMS, LLC, as a Servicer                     
  COUNTRY FRESH, LLC, as a Servicer                            
  CREAMLAND DAIRIES, LLC, as a Servicer                        
  DAIRY FRESH, LLC, as a Servicer                              
  DEAN DAIRY PRODUCTS COMPANY, LLC, as a Servicer              
  DEAN EAST II, LLC, as a Servicer                             
  DEAN EAST, LLC, as a Servicer                                
  DEAN FOODS COMPANY OF CALIFORNIA, LLC, as a Servicer          
  DEAN FOODS COMPANY OF INDIANA, LLC, as a Servicer            
  DEAN FOODS NORTH CENTRAL, LLC, as a Servicer                 
  DEAN ILLINOIS DAIRIES, LLC, as a Servicer                    
  DEAN MILK COMPANY, LLC, as a Servicer                        
  DEAN SOCAL, LLC, as a Servicer                               
  DEAN WEST II, LLC, as a Servicer                             
  DEAN WEST, LLC, as a Servicer                                
  FAIRMONT DAIRY, 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-6

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                                   Amendment no. 4 to fifth amended and restated
                                                  receivables purchase agreement
                                                                          
  LAND-O-SUN DAIRIES, LLC, as a Servicer                                 
  LIBERTY DAIRY COMPANY, as a Servicer                                   
  LOUIS TRAUTH DAIRY, LLC, as a Servicer                                 
  MAYFIELD DAIRY FARMS, LLC, as a Servicer                               
  MCARTHUR DAIRY, LLC, as a Servicer                                     
  MEADOW BROOK DAIRY COMPANY, as a Servicer                              
  MIDWEST ICE CREAM COMPANY, LLC, as a Servicer                          
  MODEL DAIRY, LLC, as a Servicer                                        
  MORNINGSTAR FOODS, LLC, as a Servicer                                  
  NEW ENGLAND DAIRIES, LLC, as a Servicer                                
  PET O’FALLON, LLC, as a Servicer                                       
  PURITY DAIRIES, LLC, as a Servicer                                     
  REITER DAIRY, LLC, as a Servicer                                        
  ROBINSON DAIRY, LLC, as a Servicer                                     
  SCHENKEL’S ALL-STAR DAIRY, LLC, as a Servicer                          
  SHENANDOAH’S PRIDE, LLC, as a Servicer                                 
  SOUTHERN FOODS GROUP, LLC, as a Servicer                               
  SULPHUR SPRINGS CULTURED SPECIALTIES, LLC, as a Servicer               
  SWISS II, LLC, as a Servicer                                           
  SWISS PREMIUM DAIRY, LLC, as a Servicer                                
  T.G. LEE FOODS, LLC, as a Servicer                                     
  TERRACE DAIRY, LLC, as a Servicer                                      
  TUSCAN/LEHIGH DAIRIES, INC., as a Servicer                             
  VERIFINE DAIRY PRODUCTS CORPORATION 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-7
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