exv4w2



 







Exhibit 4.2




Execution Copy




SUPPLEMENTAL INDENTURE NO. 1




     THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of May 17, 2006 (this “Supplemental Indenture
No. 1”), between DEAN FOODS COMPANY, a corporation duly organized and existing under the laws
of the State of Delaware (the “Company”), THE GUARANTORS listed on Schedule 1 to the
Indenture (as defined below) 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 “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, Section 3.01 of the Indenture provides that the Company may enter into a supplemental
indenture to establish the terms and provisions of a series of Securities issued pursuant to the
Indenture;



     WHEREAS, the Company desires to issue a series of Securities, and has duly authorized the
creation and issuance of such Securities and the execution and delivery of this Supplemental
Indenture No. 1 to modify the Indenture and provide certain additional provisions as hereinafter
described;



     WHEREAS, the parties hereto deem it advisable to enter into this Supplemental Indenture No. 1
for the purpose of establishing the terms of such Securities, providing for the rights, obligations
and duties of the Trustee with respect to such Securities and amending certain provisions of the
Indenture; and



     WHEREAS, all conditions and requirements of the Indenture necessary to make this Supplemental
Indenture No. 1 a valid, binding and legal instrument in accordance with its terms have been
performed and fulfilled by the parties hereto.



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



ARTICLE I

THE 7.000% SENIOR NOTES DUE 2016




     Section 1.01 Title of Securities. There shall be a series of Securities designated
the “7.000% Senior Notes due 2016” (the “2016 Senior Notes”).



     Section 1.02 Limitation of Aggregate Principal Amount. The aggregate principal amount
of the 2016 Senior Notes shall initially be limited to $500,000,000 (except for Securities



 









 







authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities pursuant to Sections 2.02, 3.06, 3.07, 3.09, 9.05 or 11.07 of the Indenture).
The Company may, without the consent of the Holders of the 2016 Senior Notes, issue additional
Securities having the same interest rate, maturity date, CUSIP number and other terms (other than
issue date and issue price). Any additional Securities, together with the 2016 Senior Notes, will
constitute a single series of Securities under the Indenture. No additional Securities may be
issued if an Event of Default under the Indenture has occurred and is continuing with respect to
the 2016 Senior Notes.



     Section 1.03 Principal Payment Date. The principal amount of the 2016 Senior Notes
outstanding (together with any accrued and unpaid interest) shall be payable in a single
installment on June 1, 2016, which date shall be the Stated Maturity of the 2016 Senior Notes.



     Section 1.04 Interest and Interest Rates. The rate of interest on each Security shall
be 7.000 % per annum, accruing from May 17, 2006, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, payable semiannually in arrears on June 1 and
December 1 of each year commencing December 1, 2006 until the principal thereof shall have become
due and payable, and until the principal thereof is paid or duly provided for or made available for
payment. The amount of interest payable on any Interest Payment Date shall be computed on the basis
of a 360-day year of twelve 30-day months. The amount of interest payable for any partial period
shall be computed on the basis of the actual number of days elapsed in a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on any 2016 Senior Note is
not a Business Day, then payment of interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment in respect of any
such delay). The interest installment so payable in respect of any Security, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the
person in whose name such 2016 Senior Notes (or one or more predecessor securities) is registered
at the close of business on the fifteenth calendar day prior to such Interest Payment Date (the
“Record Date”). Any such interest installment not punctually paid or duly provided for in
respect of any 2016 Senior Note shall forthwith cease to be payable to the registered Holder on
such Record Date and may either be paid to the Person in whose name such 2016 Senior Notes (or one
or more predecessor securities) is registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given
to the Holders of the 2016 Senior Notes not less than 10 days prior to such special record date, or
be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the 2016 Senior Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.



     Section 1.05 Place of Payment. The place where the 2016 Senior Notes may be presented
or surrendered for payment, where the 2016 Senior Notes may be surrendered for registration of
transfer or exchange and where notices and demand to or upon the Company in respect of the 2016
Senior Notes and the Indenture may be served shall be the Corporate Trust Office of the Trustee or
at the Company’s office or the Paying Agent’s office maintained for that purpose in the borough of
Manhattan, City of New York.



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     Section 1.06 Redemption.



     (1) The Company may redeem the 2016 Senior Notes, in whole or in part, at any time or from
time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of
such 2016 Senior Notes to be redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal of and interest on the 2016 Senior Notes to be redeemed (not
including any portion of such payments of interest accrued as of the redemption date) discounted to
the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate, plus 50 basis points as determined by the Reference Treasury Dealer,
plus, in each case, accrued and unpaid interest on the 2016 Senior Notes to the Redemption Date.



     (2) Notice of redemption shall be given in accordance with Section 11.04 of the Indenture. If
less that all of the 2016 Senior Notes then Outstanding are to be redeemed, the Trustee will select
the particular 2016 Senior Notes or portions thereof in accordance with Section 11.03 of the
Indenture.



     (3) For the purposes of this Section 1.06 of Supplemental Indenture No. 1, the terms below are
defined as follows:



     “Comparable Treasury Issue” means the United States Treasury Security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the 2016
Senior Notes to be redeemed.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of
five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains
fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.



     “Independent Investment Banker” means Citigroup Global Markets Inc., J.P. Morgan Securities
Inc. and Wachovia Capital Markets, LLC, and their successors, or, if Citigroup Global Markets Inc.,
J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC are unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of national standing
appointed by the Trustee after consultation with the Company.



     “Primary Treasury Dealer” means a primary U.S. Government securities dealer in New York City.



     “Reference Treasury Dealer” means any of (i) Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc. or their respective successors; provided, however, that if Citigroup Global Markets
Inc. or J.P. Morgan Securities Inc. shall cease to be a Primary Treasury Dealer, the Company will
substitute therefor another Primary Treasury Dealer; and (ii) any one other Primary Treasury Dealer
selected by the Independent Investment Banker after consultation with the Company.



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     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. (New York
City time), on the third Business Day preceding such Redemption Date.



     “Treasury Rate” means, with respect to any Redemption Date, (1) the yield, under the heading
which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining life, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue will be determined
and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month) or (2) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain such yields, the rate
per year equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate will be calculated on the third Business Day preceding the Redemption Date.



     Section 1.07 Denomination. The 2016 Senior Notes shall be issuable only in registered
form without coupons and in denominations of $1,000 and integral multiples thereof.



     Section 1.08 Currency. Principal and interest on the 2016 Senior Notes shall be
payable in such coin or currency of the United States of America that at the time of payment is
legal tender for payment of public and private debts.



     Section 1.09 Form of 2016 Senior Notes; Global Security. The 2016 Senior Notes will
initially be issued in one or more permanent global securities substantially in the form set forth
in Annex A hereto, as a book-entry security.



     Section 1.10 Security Registrar and Paying Agent for the 2016 Senior Notes. The
Trustee shall serve initially as the Security Registrar and the Paying Agent.



     Section 1.11 Sinking Fund Obligations. The Company has no obligation to redeem or
purchase any 2016 Senior Notes pursuant to any sinking fund or analogous requirement or upon the
happening of a specified event or at the option of a Holder thereof, except as described in Article
II, below.



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ARTICLE II

HOLDERS’ REPURCHASE OPTION FOLLOWING CHANGE OF CONTROL




     Section 2.01 Required Repurchase on Change of Control.



     (1) Upon the occurrence of a Change of Control, each Holder of the 2016 Senior Notes will have
the right to require the Company to repurchase all or any part of such Holder’s 2016 Senior Notes
pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the
“Change of Control Purchase Price”) equal to 101% of the principal amount of the 2016 Senior Notes
to be repurchased, plus accrued and unpaid interest to the repurchase date (subject to the right of
Holders of record on the relevant Record Date to receive interest due on the relevant Interest
Payment Date).



     (2) Within 30 days following any Change of Control, the Company will:




     (a) cause a notice of the Change of Control Offer to be sent at least once to the Dow
Jones News Service or similar business news service in the United States; and




     (b) send, by first-class mail, with a copy to the Trustee, to each Holder of 2016
Senior Notes, at such Holder’s address appearing in the security register, a notice stating:




     (1) that a Change of Control has occurred and a Change of Control Offer is being made
pursuant to the covenant entitled “Repurchase at the Option of Holders Upon a Change of
Control” and that all 2016 Senior Notes timely tendered will be accepted for payment;




     (2) the Change of Control Purchase Price and the repurchase date, which will be,
subject to any contrary requirements of applicable law, a Business Day no earlier than 30
days nor later than 60 days from the date the notice is mailed;




     (3) the circumstances and relevant facts regarding the Change of Control (including
information with respect to pro forma historical income, cash flow and capitalization after
giving effect to the Change of Control); and




     (4) the procedures that Holders of 2016 Senior Notes must follow in order to tender
their 2016 Senior Notes (or portions thereof) for payment, and the procedures that such
Holders must follow in order to withdraw an election to tender 2016 Senior Notes (or
portions thereof) for payment.



     (3) The Company will not be required to make a Change of Control Offer following a Change of
Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in the indenture applicable to a Change of
Control Offer made by the Company and purchases all 2016 Senior Notes validly tendered and not
withdrawn under such Change of Control Offer.



     Section 2.02 Compliance with the Exchange Act. The Company shall comply, to the
extent applicable, with the requirements of Section 14(e) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and any other securities laws or regulations in connection with the
repurchase of 2016 Senior Notes pursuant to a Change of Control Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of this Article II,



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the Company shall comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Article II by virtue of this compliance.



     Section 2.03 Definitions. For purposes of Section 2.01, the terms below are defined
as follows:



     (1) “Change of Control” means the occurrence of any of the following events:




     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act or any successor provisions to either of the foregoing), including any group
acting for the purpose of acquiring, holding, voting or disposing of securities within the
meaning of Rule 13d 5(b)(1) under the Exchange Act, becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act, except that a person will be deemed to have
“beneficial ownership” of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time), directly or
indirectly, of 35% or more of the total voting power of the Voting Stock of the Company (for
purposes of this clause (a), such person or group shall be deemed to beneficially own any
Voting Stock of a corporation held by any other corporation (the “parent corporation”) so
long as such person or group beneficially owns, directly or indirectly, in the aggregate at
least a majority of the total voting power of the Voting Stock of such parent corporation);
or




     (b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or
indirectly, of all or substantially all the Property of the Company and its Subsidiaries,
considered as a whole (other than a disposition of such Property as an entirety or virtually
as an entirety to a Wholly Owned Subsidiary), shall have occurred, or the Company merges,
consolidates or amalgamates with or into any other Person or any other Person merges,
consolidates or amalgamates with or into the Company, in any such event pursuant to a
transaction in which the outstanding Voting Stock of the Company is reclassified into or
exchanged for cash, securities or other Property, other than any such transaction where:




     (1) the outstanding Voting Stock of the Company is reclassified into or exchanged for
other Voting Stock of the Company or for Voting Stock of the Surviving Person, and




     (2) the holders of the Voting Stock of the Company immediately prior to such
transaction own, directly or indirectly, not less than a majority of the Voting Stock of the
Company or the Surviving Person immediately after such transaction and in substantially the
same proportion as before the transaction; or




     (c) during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors (together with any new directors whose
election or appointment by such Board or whose nomination for election by the shareholders
of the Company was approved by a vote of not less than three-fourths of the directors then
still in office who were either directors at the beginning of such



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period or whose election or nomination for election was previously so approved) cease
for any reason to constitute at least a majority of the Board of Directors then in office;
or




     (d) the shareholders of the Company shall have approved any plan of liquidation or
dissolution of the Company.



     (2) “Board of Directors” means the Board of Directors of the Company or any of the Guarantors,
as the case may be, or any duly authorized committee of such Board of Directors.



     (3) “Capital Stock” means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated, whether voting or non-voting) in equity of
such Person, including, without limitation, all common stock and preferred stock.



     (4) “Property” means any asset, revenue or any other property, whether tangible or intangible,
real or personal, including, without limitation, any right to receive income.



     (5) “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind the
holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election
of directors (or persons performing similar functions) of such Person, even if the right so to vote
has been suspended by the happening of such a contingency.



     (6) “Wholly-Owned Subsidiary” means any Subsidiary all of the outstanding voting securities of
which shall at the time be owned or controlled, directly or indirectly, by the Company or one or
more Wholly-Owned Subsidiaries, or by the Company and one or more Wholly-Owned Subsidiaries, or any
similar business organization which is so owned or controlled.



ARTICLE III

ADDITIONAL EVENT OF DEFAULT




     Section 3.01 Failure of a Subsidiary Guarantee. In addition to the Events of Default
set forth in the Indenture, an Event of Default will also occur in the event the Subsidiary
Guarantee of the 2016 Senior Notes by any of the Subsidiary Guarantors ceases to be, or is asserted
in writing by the Company or such Subsidiary Guarantor not to be, in full force and effect or
enforceable in accordance with its terms (except as contemplated or permitted by the terms of the
guarantee or the indenture).



ARTICLE IV

MISCELLANEOUS




     Section 4.01 Integral Part; Effect of Supplement on Indenture. This Supplemental
Indenture No. 1 constitutes an integral part of the Indenture. Except for the amendments and
supplements made by this Supplemental Indenture No. 1, the Indenture shall remain in full force and
effect as executed.



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     Section 4.02 General Definitions. For purposes of this Supplemental Indenture No. 1:



     (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. 1; and



     (3) The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this
Supplemental Indenture No. 1.



     Section 4.03 Adoption, Ratification and Confirmation. The Indenture, as supplemented
by this Supplemental Indenture No. 1, is in all respects hereby adopted, ratified and confirmed.



     Section 4.04 Trustee Not Responsible for Recitals. The recitals in this Supplemental
Indenture No. 1 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. 1.



     Section 4.05 Counterparts. This Supplemental Indenture No. 1 may be executed in
multiple counterparts, each of which shall be regarded for all purposes as an original and all of
which shall constitute but one and the same instrument.



     Section 4.06 Governing Law. This Supplemental Indenture No. 1 and the 2016 Senior
Notes 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. 1 as of the date first above written.



	 	 	 	 	 
	 	DEAN FOODS COMPANY

 	 
	 	By:  	/s/ Cory M. Olson
 	 
	 	 	Cory M. Olson 	 
	 	 	Senior Vice President

Investor Relations 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

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 ILLINOIS DAIRIES, LLC

DEAN MILK COMPANY, LLC

DEAN PUERTO RICO HOLDINGS, LLC

DEAN SoCAL, LLC

DEAN WEST, LLC

DEAN WEST II, LLC

DIPS GP II, LLC

FAIRMONT DAIRY, LLC

GANDY’S DAIRIES, LLC

GARELICK FARMS, LLC

GOLDEN VALLEY DAIRY, LLC

INTERNATIONAL DAIRY HOLDINGS, 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.

MIDWEST ICE CREAM COMPANY, LLC

MODEL DAIRY, LLC

MORNINGSTAR FOODS, LLC 

NEW ENGLAND DAIRIES, LLC

PET O’FALLON, LLC




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PURITY DAIRIES, LLC

REITER DAIRY, LLC

ROBINSON DAIRY, LLC

SCHENKEL’S ALL-STAR DAIRY, LLC

SCHENKEL’S ALL-STAR DELIVERY, LLC

SFG MANAGEMENT LIMITED LIABILITY COMPANY

SHENANDOAH’S PRIDE, 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/ Cory M. Olson 
 	 
	 	 	Cory M. Olson 	 
	 	 	Vice President and Treasurer 	 



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DEAN INTERNATIONAL HOLDING COMPANY

DEAN MANAGEMENT CORPORATION

DEAN TRANSPORTATION, INC.

DIPS GP, INC.

ELGIN BLENDERS, INCORPORATED

HORIZON ORGANIC DAIRY, IDAHO FARM, INC.

HORIZON ORGANIC DAIRY, MARYLAND FARM, INC.

HORIZON ORGANIC HOLDING CORPORATION

HORIZON ORGANIC INTERNATIONAL, INC.

LIBERTY DAIRY COMPANY

MARATHON DAIRY INVESTMENT CORP.

MEADOW BROOK DAIRY COMPANY

TUSCAN/LEHIGH DAIRIES, INC.

WHITE WAVE, INC.

WHITEWAVE FOODS COMPANY

WHITEWAVE SERVICES, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	                                                   /s/ Cory M. Olson 
 	 
	 	 	Cory M. Olson 	 
	 	 	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	DEAN HOLDING COMPANY

 	 
	 	By:  	/s/ Cory M. Olson
 	 
	 	 	Cory. M. Olson 	 
	 	 	Senior Vice President

Investor Relations and Treasurer 	 



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	 	 	DEAN INTELLECTUAL PROPERTY SERVICES II, L.P.
	 
	 	 	 	 
	 

	 	BY:
	 	DIPS GP II, LLC, its General
Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Cory M. Olson
	 

	 	 	 	 
	 

	 	 	 	Cory M. Olson
	 

	 	 	 	Vice President and Treasurer
	 
	 	 	 	 
	 	 	DEAN INTELLECTUAL PROPERTY SERVICES, L.P.
	 
	 	 	 	 
	 

	 	BY:
	 	DIPS GP, INC., its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Cory M. Olson
	 

	 	 	 	 
	 

	 	 	 	Cory M. Olson
	 

	 	 	 	Vice President and Treasurer
	 
	 	 	 	 
	 	 	DEAN LEGACY BRANDS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Cory M. Olson
	 

	 	 	 	 
	 

	 	 	 	Cory M. Olson
	 

	 	 	 	Vice President and Treasurer
	 
	 	 	 	 
	 	 	SOUTHERN FOODS GROUP, L.P.
	 
	 	 	 	 
	 

	 	BY:
	 	SFG MANAGEMENT LIMITED

LIABILITY COMPANY, its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Cory M. Olson 
	 

	 	 	 	 
	 

	 	 	 	Cory M. Olson
	 

	 	 	 	Vice President and Treasurer






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	 	 	DIPS LIMITED PARTNER II
	 	 	DIPS LIMITED PARTNER
	 	 	SOUTHERN FOODS HOLDINGS
	 
	 	 	 	 
	 

	 	BY:
	 	THE CAPITAL TRUST COMPANY
OF DELAWARE, as trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Beth L. Peoples
	 

	 	 	 	 
	 

	 	 	 	Beth L. Peoples
	 

	 	 	 	Attorney In Fact






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	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John C. Stohlmann
	 

	 	 	 	 
	 

	 	 	 	Name: John C. Stohlmann
	 

	 	 	 	Title: Vice President







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ANNEX A

FORM OF GLOBAL NOTE



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE
NAME OF CEDE & CO. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFERS OF THIS GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE
NAME OF ANY PERSON OTHER THAN NOMINEES OF CEDE & CO. OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE.




DEAN FOODS COMPANY

7.000% Senior Notes due 2016




CUSIP: 242370 AA 2



 


			
	No. R-1
	 	Principal Amount $500,000,000






     Dean Foods Company, a Delaware corporation (the “Company,” which term includes any successor
under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & Co., or
its registered assigns, the principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) on June 1,
2016, and to pay interest thereon from May 17, 2006 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semiannually on June 1 and December 1 in each
year, commencing December 1, 2006, at the rate of 7.000% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Holder in
whose name this Security (or one or more predecessor Securities) is registered at the close of
business on the Record Date for such interest, which shall be the May 15 or November 15 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment Date.



     The Company will pay principal and, as provided above, interest in money of the United States
that at the time of payment is legal tender for payment of public and private debts. However, the
Company may pay principal and interest by its check payable in such money. It may mail an interest
check to a Holder’s registered address (as reflected in the Security



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Register). If any Interest Payment Date or the Maturity Date falls on a day that is not a
Business Day, the payment of principal and interest will be made on the next succeeding Business
Day as if made on the date such payment was due, and no interest will accrue on such payment for
the period from and after the Interest Payment Date or Maturity Date to the date of such payment on
the next succeeding Business Day.




     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Additional provisions of this Security are set forth on the other side of this Security.



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     IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile
by its duly authorized officers.



	 	 	 	 	 	 	 
	 	 	DEAN FOODS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Dated: May 17, 2006




TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Securities described in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	 

	 	 	 	     The Bank of New York Trust Company,
     N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory:
	 	 






A-3









 






[REVERSE SIDE OF SECURITY]

DEAN FOODS COMPANY

7.000% Senior Notes due 2016




1. Indenture.




     This Security is one of a duly authorized issue of debentures, notes or other evidence of
indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter
specified, which series is initially limited in aggregate principal amount to $500,000,000, all of
such Securities issued and to be issued under an Indenture dated as of May 15, 2006, as
supplemented by a Supplemental Indenture No. 1, dated as of May 17, 2006 (as so supplemented, the
“Indenture”) among the Company, the guarantors party thereto (the “Guarantors”) and The Bank of New
York Trust Company, N.A., a national banking association, as trustee (the “Trustee”). Capitalized
terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the
Securities include those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act. The Securities are subject to all such terms, and Holders are referred
to the Indenture and the Trust Indenture Act for a statement of all such terms. In the event of
any inconsistency between the terms of this Security and the terms of the Indenture, the terms of
the Indenture shall control.



     As provided in the Indenture, the Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may
be subject to different covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Security is one of a series of Securities designated pursuant thereto
as the 7.000% Senior Note due 2016.



     The Securities are general unsecured obligations of the Company.



     The Company may, subject to Article Four of the Indenture and applicable law, issue additional
Securities of any series under the Indenture.



2. Paying Agent, Calculation Agent and Registrar.




     Initially, the Trustee will act as authenticating agent, Paying Agent and Registrar. The
Company may change any authenticating agent, Paying Agent or Registrar without notice. The Company,
any Subsidiary or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar.



3. Redemption.




     The Company may redeem the Securities, in whole or in part, at any time or from time to time,
at a redemption price equal to the greater of (i) 100% of the principal amount of such Securities
to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of
principal of and interest on the Securities to be redeemed (not including any portion



A-4









 




of such payments of interest accrued as of the redemption date) discounted to the redemption
date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, plus 50 basis points as determined by the Reference Treasury Dealer, plus, in each
case, accrued and unpaid interest on the Securities to the Redemption Date.




4. Holders’ Repurchase Option Following Change of Control.




     Upon the occurrence of a Change of Control, each Holder of the Securities will have the right
to require the Company to repurchase all or any part of such Holder’s Securities pursuant to the
offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control
Purchase Price”) equal to 101% of the principal amount of the Securities to be repurchased, plus
accrued and unpaid interest to the repurchase date (subject to the right of Holders of record on
the relevant Record Date to receive interest due on the relevant Interest Payment Date).



     Within 30 days following any Change of Control, the Company will:




     (a) cause a notice of the Change of Control Offer to be sent at least once to the Dow
Jones News Service or similar business news service in the United States; and




     (b) send, by first-class mail, with a copy to the Trustee, to each Holder of 2016
Senior Notes, at such Holder’s address appearing in the security register, a notice stating:




     (1) that a Change of Control has occurred and a Change of Control Offer is being made
pursuant to the covenant entitled “Repurchase at the Option of Holders Upon a Change of
Control” and that all Securities timely tendered will be accepted for payment;




     (2) the Change of Control Purchase Price and the repurchase date, which will be,
subject to any contrary requirements of applicable law, a Business Day no earlier than 30
days nor later than 60 days from the date the notice is mailed;




     (3) the circumstances and relevant facts regarding the Change of Control (including
information with respect to pro forma historical income, cash flow and capitalization after
giving effect to the Change of Control); and




     (4) the procedures that Holders of Securities must follow in order to tender their
Securities (or portions thereof) for payment, and the procedures that such Holders must
follow in order to withdraw an election to tender Securities (or portions thereof) for
payment.



     The Company will not be required to make a Change of Control Offer following a Change of
Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in the indenture applicable to a Change of
Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn
under such Change of Control Offer.



A-5









 





     The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws
or regulations in connection with the repurchase of 2016 Senior Notes pursuant to a Change of
Control Offer. To the extent that the provisions of any securities laws or regulations conflict
with the provisions described above, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations with respect to the
matters described above by virtue of this compliance.



     The terms below are defined as follows:



     “Change of Control” means the occurrence of any of the following events:




     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act or any successor provisions to either of the foregoing),
including any group acting for the purpose of acquiring, holding, voting or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange
Act, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act, except that a person will be deemed to have “beneficial
ownership” of all shares that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or indirectly,
of 35% or more of the total voting power of the Voting Stock of the Company (for
purposes of this clause (a), such person or group shall be deemed to beneficially
own any Voting Stock of a corporation held by any other corporation (the “parent
corporation”) so long as such person or group beneficially owns, directly or
indirectly, in the aggregate at least a majority of the total voting power of the
Voting Stock of such parent corporation); or




     (b) the sale, transfer, assignment, lease, conveyance or other disposition,
directly or indirectly, of all or substantially all the Property of the Company and
its Subsidiaries, considered as a whole (other than a disposition of such Property
as an entirety or virtually as an entirety to a Wholly Owned Subsidiary), shall have
occurred, or the Company merges, consolidates or amalgamates with or into any other
Person or any other Person merges, consolidates or amalgamates with or into the
Company, in any such event pursuant to a transaction in which the outstanding Voting
Stock of the Company is reclassified into or exchanged for cash, securities or other
Property, other than any such transaction where:




     (c) the outstanding Voting Stock of the Company is reclassified into or
exchanged for other Voting Stock of the Company or for Voting Stock of the Surviving
Person, and




     (d) the holders of the Voting Stock of the Company immediately prior to such
transaction own, directly or indirectly, not less than a majority of the Voting
Stock of the Company or the Surviving Person immediately after such transaction and
in substantially the same proportion as before the transaction; or



A-6









 






     (e) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (together with any new
directors whose election or appointment by such Board or whose nomination for
election by the shareholders of the Company was approved by a vote of not less than
three-fourths of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was previously
so approved) cease for any reason to constitute at least a majority of the Board of
Directors then in office; or




     (f) the shareholders of the Company shall have approved any plan of liquidation
or dissolution of the Company.



     “Board of Directors” means the Board of Directors of the Company or any of the Guarantors, as
the case may be, or any duly authorized committee of such Board of Directors.



     “Capital Stock” means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated, whether voting or non-voting) in equity of
such Person, including, without limitation, all common stock and preferred stock.



     “Property” means any asset, revenue or any other property, whether tangible or intangible,
real or personal, including, without limitation, any right to receive income.



     “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind the
holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election
of directors (or persons performing similar functions) of such Person, even if the right so to vote
has been suspended by the happening of such a contingency.



     “Wholly-Owned Subsidiary” means any Subsidiary all of the outstanding voting securities of
which shall at the time be owned or controlled, directly or indirectly, by the Company or one or
more Wholly-Owned Subsidiaries, or by the Company and one or more Wholly-Owned Subsidiaries, or any
similar business organization which is so owned or controlled.



5. Guarantees.




     The Guarantors have unconditionally guaranteed the due and punctual payment of the principal,
and interest, if any, on, the Securities of this series when and as the same shall become due and
payable, whether at Stated Maturity, upon any redemption, by declaration or otherwise in the manner
and to the extent set forth in the Indenture. The Subsidiary Guarantees will irrevocably terminate
upon the terms and conditions set forth in the Indenture.



A-7









 





6. Denominations; Transfer; Exchange.




     The Securities of this series are in registered form without coupons in denominations of
$1,000 of principal amount and multiples of $1,000 in excess thereof. A Holder may register the
transfer or exchange of Securities in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture.



7. Persons Deemed Owners.




     A Holder shall be treated as the owner of a Security for all purposes.



8. Unclaimed Money.




     If money for the payment of principal or interest remains unclaimed for two years, the Trustee
and the Paying Agent will pay the money back to the Company at its request. After that, Holders
entitled to the money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying Agent with respect to
such money shall cease. In no event will interest accrue on such unclaimed monies.



9. Discharge Prior to Maturity.




     In accordance with the terms of the Indenture, if the Company deposits with the Trustee money
or Government Obligations sufficient to pay the then outstanding principal of and accrued and
unpaid interest on the Securities of this series (a) the Company will be discharged from the
Securities of this series and the Indenture with respect to the Securities of this series, except
in certain circumstances for certain provisions thereof, and (b) the Company will be discharged
from certain covenants set forth in the Indenture.



10. Amendment; Supplement; Waiver.




     Subject to certain exceptions, (a) the Indenture or the Securities of this series may be
amended or supplemented with the consent of the Holders of at least a majority in principal amount
of the Securities of this series then outstanding and (b) any past or existing Default or Event of
Default or compliance with any provision may be waived with the consent of the Holders of at least
a majority in principal amount of the Securities of this series then outstanding. Without notice to
or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the
Securities of this series to, among other things, cure any ambiguity, defect or inconsistency and
make any change that does not materially and adversely affect the rights of any Holder.



11. Restrictive Covenants.




     The Indenture imposes certain limitations on the ability of the Company, among other things,
to (a) create liens upon any principal property, (b) engage in sale and leaseback



A-8









 




transactions or (c) merge, consolidate, transfer, lease or otherwise dispose of substantially
all of its assets. On or before a date not more than 120 days after the end of each fiscal year,
the Company shall deliver to the Trustee an Officers’ Certificate stating whether or not the
signers thereof know of any Default or Event of Default under such restrictive covenants.




12. Successor Persons.




     When a successor Person or other entity assumes all the obligations of its predecessor under
the Securities and the Indenture, the predecessor Person will be released from those obligations.



13. Defaults and Remedies.




     If any Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



14. Defeasance.




     The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this security and (b) certain restrictive covenants and the related Events of
Default, upon compliance by the Company with certain conditions set forth therein, which provisions
apply to this Security



15. Trustee Dealings with the Company.




     The Trustee under the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from and perform services for the Company, any Guarantor or their respective
Affiliates and may otherwise deal with the Company, any Guarantor or their respective Affiliates as
if it were not the Trustee.



16. No Recourse Against Others.




     No incorporator or any past, present or future partner, stockholder, other equity holder,
officer, director, employee or controlling Person, as such, of the Company or any Guarantor or of
any successor Person shall have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issuance of the Securities.



17. Authentication.




     This Security shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on the other side of this Security.





A-9









 





18. Abbreviations.




     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN NET (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUTS (= Custodian) and U/G/M/A (= Uniform Gifts to
Minors Act).



19. Governing Law.




     This Security shall be governed by, and construed in accordance with, the laws of the State of
New York. The Trustee, the Company, each of the Guarantors and the Holders agree to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding arising out of or
relating to the Securities.



     The Company will furnish a copy of the Indenture to any Holder upon written request and
without charge. Requests may be made to Dean Foods Company, 2515 McKinney Avenue, Suite 1200,
Dallas, Texas 75201; Attention: Treasurer.



A-10









 





NOTATION OF SUBSIDIARY GUARANTEES




     For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of May 15, 2006, as supplemented
by a Supplemental Indenture No. 1, dated as of May 17, 2006 (as so supplemented, the “Indenture”)
by and among the Company, the Guarantors listed on Schedule I thereto and The Bank of New York
Trust Company, N.A., a national banking association, as trustee (the “Trustee”), (a) the due and
punctual payment of the principal of, and interest, if any, on, the Securities when due, whether at
Stated Maturity, by acceleration, redemption, purchase or otherwise, and (b) the full and punctual
performance of all other obligations of the Company to the Holders or the Trustee under the
Indenture and the Securities within the grace period set forth in Section 6.01(c) of the Indenture,
if applicable. The obligations of the Guarantors to the Holders of Securities and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article Thirteen
of the Indenture and reference is hereby made to the Indenture for the precise terms of the
Subsidiary Guarantee, including provisions relating to the release or termination of the Subsidiary
Guarantee(s). Each Holder of Securities, by accepting the same, agrees to and shall be bound by
such provisions.



Dated: May 17, 2006




	 	 	 	 	 	 	 
	 	 	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 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 ILLINOIS DAIRIES, LLC	 	 
	 	 	DEAN MILK COMPANY, LLC	 	 
	 	 	DEAN PUERTO RICO HOLDINGS, LLC	 	 
	 	 	DEAN SoCAL, LLC	 	 
	 	 	DEAN WEST, LLC	 	 






A-11









 






	 	 	 	 	 	 	 
	 	 	DEAN WEST II, LLC	 	 
	 	 	DIPS GP II, LLC	 	 
	 	 	FAIRMONT DAIRY, LLC	 	 
	 	 	GANDY’S DAIRIES, LLC	 	 
	 	 	GARELICK FARMS, LLC	 	 
	 	 	GOLDEN VALLEY DAIRY, LLC	 	 
	 	 	INTERNATIONAL DAIRY HOLDINGS, 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.	 	 
	 	 	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	 	 
	 	 	SCHENKEL’S ALL-STAR DELIVERY, LLC	 	 
	 	 	SFG MANAGEMENT LIMITED LIABILITY COMPANY	 	 
	 	 	SHENANDOAH’S PRIDE, 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:	 	 	 	 
	 

	 	 	 	 

Cory M. Olson
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 






A-12









 






	 	 	 	 	 	 	 
	 	 	DEAN INTERNATIONAL HOLDING COMPANY	 	 
	 	 	DEAN MANAGEMENT CORPORATION	 	 
	 	 	DEAN TRANSPORTATION, INC.	 	 
	 	 	DIPS GP, INC.	 	 
	 	 	ELGIN BLENDERS, INCORPORATED	 	 
	 	 	HORIZON ORGANIC DAIRY, IDAHO FARM, INC.	 	 
	 	 	HORIZON ORGANIC DAIRY, MARYLAND FARM, INC.	 	 
	 	 	HORIZON ORGANIC HOLDING CORPORATION	 	 
	 	 	HORIZON ORGANIC INTERNATIONAL, INC.	 	 
	 	 	LIBERTY DAIRY COMPANY	 	 
	 	 	MARATHON DAIRY INVESTMENT CORP.	 	 
	 	 	MEADOW BROOK DAIRY COMPANY	 	 
	 	 	TUSCAN/LEHIGH DAIRIES, INC.	 	 
	 	 	WHITE WAVE, INC.	 	 
	 	 	WHITEWAVE FOODS COMPANY	 	 
	 	 	WHITEWAVE SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Cory M. Olson
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DEAN HOLDING COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Cory. M. Olson
	 	 
	 

	 	 	 	Senior Vice President	 	 
	 

	 	 	 	Investor Relations and Treasurer	 	 






A-13









 






	 	 	 	 	 	 	 
	 	 	DEAN INTELLECTUAL PROPERTY SERVICES II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	DIPS GP II, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Cory M. Olson
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DEAN INTELLECTUAL PROPERTY SERVICES, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	DIPS GP, INC., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Cory M. Olson
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DEAN LEGACY BRANDS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Cory M. Olson
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	SOUTHERN FOODS GROUP, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	SFG MANAGEMENT LIMITED

LIABILITY COMPANY, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Cory M. Olson
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 






A-14









 






	 	 	 	 	 	 	 
	 	 	DIPS LIMITED PARTNER II	 	 
	 	 	DIPS LIMITED PARTNER	 	 
	 	 	SOUTHERN FOODS HOLDINGS	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	THE CAPITAL TRUST COMPANY

OF DELAWARE, as trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 






A-15









 







ASSIGNMENT FORM




	 	 	 
	I or we assign and transfer this Security to:
	 	 
	 

	 	 





Insert social security or other identifying number of assignee




 





Print or type name, address and zip code of assignee




 





 




and irrevocably appoint                                    , as agent, to
transfer this Security on the books of the Company.




The agent may substitute another to act for him.



Date:                                         




	 	 	 	 	 
	 

	 	Signed	 	 
	 

	 	 	 	 
	 
	 

	 	 	 	(Sign exactly as name appears on the other side of this
Security)






Signature Guarantee*:




 




* The Holder’s signature must be guaranteed by a member firm of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an “eligible guarantor institution” as
defined by Rule l7Ad-15 under the Exchange Act.




A-16