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EXHIBIT 4.1




SUPPLEMENTAL INDENTURE NO. 2




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



RECITALS:




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



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



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



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



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



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



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



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ARTICLE I

ADDITIONAL SUBSIDIARY GUARANTEES




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



ARTICLE II

MISCELLANEOUS




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



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



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



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



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



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



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



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



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


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




	 	 	 	 	 	 	 
	 	 	DEAN FOODS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy Smith
 

Name: Timothy A. Smith
	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 






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

	 	By:
	 	   /s/ Timothy Smith
 

Timothy A. Smith
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 






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






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Timothy Smith
 

	 	 
	 	 	Timothy A. Smith
	 	 	Vice President and Treasurer






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	 	DEAN ILLINOIS DAIRIES, LLC

MIDWEST ICE CREAM COMPANY, LLC

 	 
	 	By:  	/s/ Timothy Smith
 	 
	 	Timothy A. Smith 	 
	 	Vice President 	 
	 
	 	DEAN HOLDING COMPANY

DEAN LEGACY BRANDS, INC.

DEAN MANAGEMENT CORPORATION

DEAN TRANSPORTATION, INC.

DIPS GP, INC.

HORIZON ORGANIC INTERNATIONAL, INC.

LIBERTY DAIRY COMPANY

MARATHON DAIRY INVESTMENT CORP.

MEADOW BROOK DAIRY COMPANY

TUSCAN/LEHIGH DAIRIES, INC.

WHITEWAVE FOODS COMPANY

WHITEWAVE SERVICES, INC.

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




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	 	 	DEAN INTELLECTUAL PROPERTY 
	 	 	SERVICES II, L.P.
	 
	 	 	 	 	 	 
	 	 	BY: DIPS GP II, LLC, its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy Smith
 

Timothy A. Smith
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DEAN INTELLECTUAL PROPERTY 
	 	 	SERVICES, L.P.
	 
	 	 	 	 	 	 
	 	 	BY: DIPS GP, INC., its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy Smith
 

Timothy A. Smith
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DIPS LIMITED PARTNER II
	 	 	DIPS LIMITED PARTNER
	 	 	SOUTHERN FOODS HOLDINGS
	 
	 	 	 	 	 	 
	 	 	BY: CSC TRUST COMPANY OF DELAWARE, as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ CSC Trust Company of Delaware
 

	 	 






	 	 	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST COMPANY, N.A.	 	 
	 
	 	 	 	 	 	 
	 	By:
	 	/s/ Bank of New York
 

	 	 







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