<PAGE>
                                                                   EXHIBIT 10.15

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT




                              AMENDED AND RESTATED
                         RECEIVABLES PURCHASE AGREEMENT


                          dated as of December 21, 2001


                                      Among

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


                                 THE SERVICERS,

                                 THE COMPANIES,

                           THE FINANCIAL INSTITUTIONS

                                       and

                       BANK ONE, NA (MAIN OFFICE CHICAGO),
                                    as Agent






<PAGE>


                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                     Page
<S>                                                                                                <C>
ARTICLE I
PURCHASE ARRANGEMENTS..............................................................................Page 2
         Section 1.1       Purchase Facility.......................................................Page 2
         Section 1.2       Increases...............................................................Page 3
         Section 1.3       Decreases...............................................................Page 4
         Section 1.4       Payment Requirements....................................................Page 4

ARTICLE II
PAYMENTS AND COLLECTIONS...........................................................................Page 5
         Section 2.1       Payments................................................................Page 5
         Section 2.2       Collections Prior to Amortization.......................................Page 5
         Section 2.3       Collections Following Amortization......................................Page 6
         Section 2.4       Application of Collections..............................................Page 6
         Section 2.5       Payment Recission.......................................................Page 7
         Section 2.6       Maximum Purchaser Interests.............................................Page 7

ARTICLE III
COMPANY FUNDING....................................................................................Page 8
         Section 3.1       CP Costs................................................................Page 8
         Section 3.2       CP Costs Payments.......................................................Page 8
         Section 3.3       Calculation of Bank One Company Costs...................................Page 8
         Section 3.4       Selection and Calculation of CP (Tranche) Accrual Periods...............Page 8

ARTICLE IV
FINANCIAL INSTITUTION FUNDING......................................................................Page 9
         Section 4.1       Financial Institution Funding...........................................Page 9
         Section 4.2       Yield Payments..........................................................Page 10
         Section 4.3       Selection and Continuation of Tranche Periods...........................Page 10
         Section 4.4       Financial Institution Discount Rates....................................Page 11
         Section 4.5       Suspension of the LIBO Rate.............................................Page 11

ARTICLE V
REPRESENTATIONS AND WARRANTIES.....................................................................Page 13
         Section 5.1       Representations and Warranties of The Seller Parties....................Page 13
         Section 5.2       Financial Institution Representations and Warranties....................Page 18

ARTICLE VI
CONDITIONS OF PURCHASES............................................................................Page 19
         Section 6.1       Conditions Precedent to Initial Incremental Purchase....................Page 19
         Section 6.2       Conditions Precedent to All Purchases and Reinvestments.................Page 19
</Table>



                                        i
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


<Table>
<S>                                                                                                <C>
ARTICLE VII
COVENANTS..........................................................................................Page 20
         Section 7.1       Affirmative Covenants of The Seller Parties.............................Page 20
         Section 7.2       Negative Covenants of The Seller Parties................................Page 30

ARTICLE VIII
ADMINISTRATION AND COLLECTION......................................................................Page 31
         Section 8.1       Designation of Servicers................................................Page 31
         Section 8.2       Duties of Servicer......................................................Page 32
         Section 8.3       Collection Notices......................................................Page 34
         Section 8.4       Responsibilities of Seller..............................................Page 35
         Section 8.5       Reports.................................................................Page 35
         Section 8.6       Servicing Fees..........................................................Page 35

ARTICLE IX
AMORTIZATION EVENTS................................................................................Page 35
         Section 9.1       Amortization Events.....................................................Page 35
         Section 9.2       Remedies................................................................Page 38


ARTICLE X
INDEMNIFICATION....................................................................................Page 39
         Section 10.1      Indemnities by The Seller Parties.......................................Page 39
         Section 10.2      Increased Cost and Reduced Return.......................................Page 42
         Section 10.3      Other Costs and Expenses................................................Page 43
         Section 10.4      Allocations.............................................................Page 43


ARTICLE XI
THE AGENT..........................................................................................Page 44
         Section 11.1      Authorization and Action................................................Page 44
         Section 11.2      Delegation of Duties....................................................Page 44
         Section 11.3      Exculpatory Provisions..................................................Page 44
         Section 11.4      Reliance by Agent.......................................................Page 45
         Section 11.5      Non-Reliance on Agent and Other Purchasers..............................Page 45
         Section 11.6      Reimbursement and Indemnification.......................................Page 45
         Section 11.7      Agent in its Individual Capacity........................................Page 46
         Section 11.8      Successor Agent.........................................................Page 46


ARTICLE XII
ASSIGNMENTS; PARTICIPATIONS........................................................................Page 46
         Section 12.1      Assignments.............................................................Page 46
         Section 12.2      Participations..........................................................Page 48
</Table>



                                       ii
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


<Table>
<S>                                                                                                <C>
ARTICLE XIII
INTENTIONALLY OMITTED..............................................................................Page 48


ARTICLE XIV
MISCELLANEOUS......................................................................................Page 48
         Section 14.1      Waivers and Amendments..................................................Page 48
         Section 14.2      Notices.................................................................Page 49
         Section 14.3      Ratable Payments........................................................Page 50
         Section 14.4      Protection of Ownership Interests of the Purchasers.....................Page 50
         Section 14.5      Confidentiality.........................................................Page 51
         Section 14.6      Bankruptcy Petition.....................................................Page 51
         Section 14.7      Limitation of Liability.................................................Page 52
         Section 14.8      CHOICE OF LAW...........................................................Page 52
         Section 14.9      CONSENT TO JURISDICTION.................................................Page 52
         Section 14.10     WAIVER OF JURY TRIAL....................................................Page 52
         Section 14.11     Integration; Binding Effect; Survival of Terms..........................Page 53
         Section 14.12     Counterparts; Severability; Section References..........................Page 53
         Section 14.13     Bank One Roles..........................................................Page 53
         Section 14.14     Characterization........................................................Page 54
</Table>



                                       iii
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                             Exhibits and Schedules




<Table>
<S>               <C>
Exhibit I         Definitions
Exhibit II        Form of Purchase Notice
Exhibit III       Places of Business of the Seller Parties; Locations of Records; Federal
                  Employer Identification Number(s)
Exhibit IV        Names of Collection Banks; Collection Accounts
Exhibit V         Form of Compliance Certificate
Exhibit VI        Form of Collection Account Agreement
Exhibit VII       Form of Assignment Agreement
Exhibit VIII      Credit and Collection Policies
Exhibit IX        [Intentionally omitted.]
Exhibit X         Form of Monthly Report
Exhibit XI        Form of Performance Undertaking

Schedule A        Commitments
Schedule B        Closing Documents
Schedule C        Dean Entities
Schedule D        Originators
Schedule E        Notice Addresses
Schedule F        Top Twenty-Five Obligors
Schedule G        Chase Lock-Boxes
</Table>



                                       iv
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                          DAIRY GROUP RECEIVABLES, L.P.
                              AMENDED AND RESTATED
                         RECEIVABLES PURCHASE AGREEMENT


         This Amended and Restated Receivables Purchase Agreement dated as of
December 21, 2001, is among Dairy Group Receivables, L.P., a Delaware limited
partnership ("Seller"), each of the parties listed on the signature pages hereof
as a Servicer, (the Servicers, together with Seller, the "Seller Parties," and
each a "Seller Party"), the entities listed on Schedule A to this Agreement
under the heading "Financial Institution" (together with any of their respective
successors and assigns hereunder, the "Financial Institutions"), the entities
listed on Schedule A to this Agreement under the heading "Company" (together
with any of their respective successors and assigns hereunder, the "Companies")
and Bank One, NA (Main Office Chicago), as agent for the Purchasers hereunder or
any successor agent hereunder (together with its successors and assigns
hereunder, the "Agent"). Unless defined elsewhere herein, capitalized terms used
in this Agreement shall have the meanings assigned to such terms in Exhibit I.


                             PRELIMINARY STATEMENTS

         The Seller Parties (other than the Dean Entities), Bank One, NA (Main
Office Chicago), in its capacity as a Financial Institution, Falcon Asset
Securitization Corporation (the "Bank One Company") and the Agent are parties to
that certain Receivables Purchase Agreement, dated as of June 30, 2000, as
amended by the following amendments: (i) the First Amendment thereto, dated as
of August 1, 2000, (ii) the Second Amendment thereto, dated as of February 9,
2001, (iii) the Third Amendment thereto, dated as of June 28, 2001, and (iv) the
Fourth Amendment thereto, dated as of November 1, 2001 (as so amended, the
"Original Agreement").

         Atlantic Asset Securitization Corp. (the "CL Company") desires to
become a party to the Original Agreement, and each of Credit Lyonnais New York
Branch, a French banking corporation duly licensed under the laws of the State
of New York ("CLNY") and Credit Agricole Indosuez, a branch of a French banking
corporation ("Credit Ag"), desires to become a Financial Institution party to
the Original Agreement.

         Each Dean Entity desires to become a Servicer party to the Original
Agreement.

         Seller has transferred and assigned pursuant to the Original Agreement,
and desires to continue to transfer and assign Purchaser Interests to the
Purchasers from time to time.

         Each Company may, in its absolute and sole discretion, purchase the
Purchaser Interests from Seller from time to time.



<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


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

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

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


                                    AGREEMENT

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

                                    ARTICLE I
                              PURCHASE ARRANGEMENTS

         Section 1.1 Purchase Facility.

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

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



                                     Page 2
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         Section 1.2 Increases.

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



                                     Page 3
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         Section 1.3 Decreases. Seller shall provide the Agent with prior
written notice in conformity with the Required Notice Period (a "Reduction
Notice") of any proposed reduction of Aggregate Capital from Collections and the
Agent will promptly notify each Purchaser of such Reduction Notice after Agent's
receipt thereof. Such Reduction Notice shall designate (i) the date (the
"Proposed Reduction Date") upon which any such reduction of Aggregate Capital
shall occur (which date shall give effect to the applicable Required Notice
Period), and (ii) the amount of Aggregate Capital to be reduced that shall be
applied ratably to the Purchaser Interests of the Companies and the Financial
Institutions in accordance with the amount of Capital (if any) owing to the
Companies (ratably, based on their respective Pro Rata Shares), on the one hand,
and the amount of Capital (if any) owing to the Financial Institutions (ratably
to each Financial Institution, based on the ratio of such Financial
Institution's Capital at such time to the aggregate Capital of all of the
Financial Institutions at such time), on the other hand (the "Aggregate
Reduction"). Only one (1) Reduction Notice shall be outstanding at any time.
Concurrently with any reduction of Aggregate Capital pursuant to this Section,
Seller shall pay to the applicable Purchaser all Broken Funding Costs arising as
a result of such reduction. No Aggregate Reduction will be made following the
occurrence of the Amortization Date without the consent of the Agent.

         Section 1.4 Payment Requirements. All amounts to be paid or deposited
by any Seller Party pursuant to any provision of this Agreement or any other
Transaction Documents shall be paid or deposited in immediately available funds
in accordance with the terms hereof. Such Seller Party shall use its reasonable
best efforts to pay or deposit all such amounts no later than 12:00 noon
(Chicago time) on the day when due. Any such payment or deposit not received by
1:00 pm (Chicago time) shall be deemed to be received on the next succeeding
Business Day. If such amounts are payable to a Purchaser, they shall be paid to
such Purchaser at the "Payment Address" specified for such Purchaser on Schedule
A or such other address specified in writing to each other party hereto. If such
amounts are payable to the Agent, they shall be paid to the Agent at 1 Bank One
Plaza, Chicago, Illinois 60670 until otherwise notified by the Agent. Upon
notice to Seller, the Agent may debit the Facility Account for all amounts due
and payable hereunder. All computations of Yield, per annum fees or discount
calculated as part of any CP Costs, per annum fees hereunder and per annum fees
under any Fee Letter shall be made on the basis of a year of 360 days for the
actual number of days elapsed. If any amount hereunder or under any other
Transaction Document shall be payable on a day that is not a Business Day, such
amount shall be payable on the next succeeding Business Day.



                                     Page 4
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   ARTICLE II
                            PAYMENTS AND COLLECTIONS

         Section 2.1 Payments. Notwithstanding any limitation on recourse
contained in this Agreement, Seller shall immediately pay to the Agent or
relevant Purchaser, as applicable, when due, for the account of the relevant
Purchaser or Purchasers on a full recourse basis, (i) such fees as set forth in
each Fee Letter (which fees collectively shall be sufficient to pay all fees
owing to the Financial Institutions and other Funding Sources), (ii) all CP
Costs, (iii) all amounts payable as Yield, (iv) all amounts payable as Deemed
Collections (which shall be immediately due and payable by Seller and applied to
reduce outstanding Aggregate Capital hereunder in accordance with Sections 2.2
and 2.3 hereof), (v) all amounts required pursuant to Section 2.6, (vi) all
amounts payable pursuant to Article X, if any, (vii) all Servicer costs and
expenses, including the Servicing Fee, in connection with servicing,
administering and collecting the Receivables, (viii) all Broken Funding Costs
(any request for reimbursement of which shall be accompanied by a certificate in
reasonable detail demonstrating the reasonable calculation of ay such amount)
and (ix) all Default Fees (collectively, the "Obligations"). If any Person fails
to pay any of the Obligations (other than the Default Fee) when due, such Person
agrees to pay, on demand, the Default Fee in respect thereof until paid.
Notwithstanding the foregoing, no provision of this Agreement or any Fee Letter
shall require the payment or permit the collection of any amounts hereunder in
excess of the maximum permitted by applicable law. If at any time Seller
receives any Collections or is deemed to receive any Collections, Seller shall
immediately pay such Collections or Deemed Collections to the applicable
Servicer for application in accordance with the terms and conditions hereof and,
at all times prior to such payment, such Collections or Deemed Collections shall
be held in trust by Seller for the exclusive benefit of the Purchasers and the
Agent.

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



                                     Page 5
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


prior to such receipt (but giving effect to any ratable reduction thereof
pursuant to application of an Aggregate Reduction). On each Settlement Date
prior to the occurrence of the Amortization Date, the Servicers shall remit to
the Agent's or applicable Purchaser's account the amounts set aside during the
preceding Settlement Period that have not been subject to a Reinvestment and
apply such amounts (if not previously paid in accordance with Section 2.1)
first, to reduce unpaid CP Costs, Yield and other Obligations and second, to
reduce the Capital of all Purchaser Interests of Terminating Financial
Institutions, applied ratably to each Terminating Financial Institution
according to its respective Termination Percentage. If such Capital, CP Costs,
Yield and other Obligations shall be reduced to zero, any additional Collections
received by any Servicer (i) if applicable, shall be remitted to the Agent's or
applicable Purchaser's account to the extent required to fund any Aggregate
Reduction on such Settlement Date and (ii) any balance remaining thereafter
shall be remitted from such Servicer to Seller 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. Each Terminating Financial Institution shall
be allocated a ratable portion of Collections from its Termination Date until
such Terminating Financial Institution's Capital, if any, shall be paid in full.
This ratable portion shall be calculated on the Termination Date of each
Terminating Financial Institution as a percentage equal to (i) Capital of such
Terminating Financial Institution outstanding on its Termination Date, divided
by (ii) the Aggregate Capital outstanding on such Termination Date (the
"Termination Percentage"). Each Terminating Financial Institution's Termination
Percentage shall remain constant prior to the Amortization Date. On and after
the Amortization Date, each Termination Percentage shall be disregarded, and
each Terminating Financial Institution's Capital shall be reduced ratably with
all Financial Institutions in accordance with Section 2.3.

         Section 2.3 Collections Following Amortization. On the Amortization
Date and on each day thereafter, the Servicers shall set aside and hold in
trust, for the holder of each Purchaser Interest, all Collections received on
such day and an additional amount for the payment of any accrued and unpaid
Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance
with Section 2.1. On and after the Amortization Date, the Servicers shall, at
any time upon the request from time to time by (or pursuant to standing
instructions from) the Agent (i) remit to the Agent's or applicable Purchaser's
account the amounts set aside pursuant to the preceding sentence, and (ii) apply
such amounts to reduce the Capital associated with each such Purchaser Interest
and any other Aggregate Unpaids.

         Section 2.4 Application of Collections. If there shall be insufficient
funds on deposit for the Servicers to distribute funds in payment in full of the
aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the
Servicers shall distribute funds:

                  first, to the payment of each Servicer's reasonable actual
         out-of-pocket costs and expenses in connection with servicing,
         administering and collecting the Receivables,



                                     Page 6
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         including the Servicing Fee, if Seller or one of its Affiliates is not
         then acting as a Servicer,

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

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

                  fourth, (to the extent applicable) to the ratable reduction of
         the Aggregate Capital (without regard to any Termination Percentage),

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

                  sixth, after the Aggregate Unpaids have been indefeasibly
         reduced to zero, to Seller.

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

         Section 2.5 Payment Recission. No payment of any of the Aggregate
Unpaids shall be considered paid or applied hereunder to the extent that, at any
time, all or any portion of such payment or application is rescinded by
application of law or judicial authority, or must otherwise be returned or
refunded for any reason. Seller shall remain obligated for the amount of any
payment or application so rescinded, returned or refunded, and shall promptly
pay to the Agent (for application to the Person or Persons who suffered such
recission, return or refund) the full amount thereof, plus the Default Fee from
the date of any such recission, return or refunding.

         Section 2.6 Maximum Purchaser Interests. Seller shall ensure that the
Purchaser Interests of the Purchasers shall at no time exceed in the aggregate
100%. If the aggregate of the Purchaser Interests of the Purchasers exceeds
100%, Seller shall pay to the Purchasers (ratably based on the ratio of each
Purchaser's Capital at such time to the Aggregate Capital at such time) within
one (1) Business Day an amount to be applied to reduce the Aggregate Capital,
such that after giving effect to such payment the aggregate of the Purchaser
Interests equals or is less than 100%.



                                     Page 7
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         Section 2.7 Clean Up Call. In addition to Seller's rights pursuant to
Section 1.3, Seller shall have the right, upon two Business Days' prior written
notice to the Agent and the Purchasers, at any time following the reduction of
the Aggregate Capital to a level that is less than 20.0% of the original
Purchase Limit hereunder, to repurchase from the Purchasers all, but not less
than all, of the then outstanding Purchaser Interests. The purchase price in
respect thereof shall be an amount equal to the Aggregate Unpaids (including any
Broken Funding Costs arising as a result of such repurchase) through the date of
such repurchase, payable in immediately available funds. Such repurchase shall
be without representation, warranty or recourse of any kind by, on the part of,
or against any Purchaser or the Agent.

                                   ARTICLE III
                                 COMPANY FUNDING

         Section 3.1 CP Costs. Seller shall pay CP Costs with respect to the
Capital associated with each Purchaser Interest of the Companies for each day
that any Capital in respect of any such Purchaser Interest is outstanding. Each
Purchaser Interest of the Bank One Company funded substantially with Pooled
Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon
the percentage share the Capital in respect of such Purchaser Interest
represents in relation to all assets held by the Bank One Company and funded
substantially with Pooled Commercial Paper. Each other Purchaser Interest of the
Bank One Company and each Purchaser Interest of the CL Company shall accrue CP
Costs for each day during its CP (Tranche) Accrual Period at the rate determined
in accordance with the definition of "Company Costs" set forth in Exhibit I.

         Section 3.2 CP Costs Payments. On each Settlement Date relating to a CP
(Tranche) Accrual Period, Seller shall pay to the applicable Company an
aggregate amount equal to all accrued and unpaid CP Costs in respect of the
Capital associated with all Purchaser Interests of such Company for the related
CP (Tranche) Accrual Period in accordance with Article II.

         Section 3.3 Calculation of Bank One Company Costs. On the third
Business Day immediately preceding each Settlement Date relating to a CP (Pool)
Accrual Period, the Bank One Company shall calculate the aggregate amount of its
Company Costs with respect to all Purchaser Interests funded substantially with
Pooled Commercial Paper for the applicable CP (Pool) Accrual Period and shall
notify the Agent of such aggregate amount. Within two Business Days of the
Agent's receipt of notification of such Company Costs, the Agent shall notify
Seller of the amount of such Company Costs due and payable on such Settlement
Date.

         Section 3.4 Selection and Calculation of CP (Tranche) Accrual Periods.

                  (a) In the case of Purchaser Interests of the Bank One
Company, Seller shall (and following the occurrence and during the continuance
of a Potential Amortization Event or an Amortization Event, shall with
consultation from, and approval by, the Bank



                                     Page 8
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


One Company), from time to time request CP (Tranche) Accrual Periods for the
Purchaser Interests of the Bank One Company other than those funded
substantially with Pooled Commercial Paper, provided, that (i) the consent of
the Agent shall be required (such consent not to be unreasonably withheld), (ii)
Seller must elect CP (Tranche) Accrual Periods for all Purchaser Interests of
the Bank One Company, such that after giving effect to such election, no
Purchaser Interest of the Bank One Company is funded with Pooled Commercial
Paper and (iii) Seller may only make such election once hereunder. In the case
of Purchaser Interests of the CL Company, Seller shall, with consultation from,
and approval by, the CL Company (such approval not to be unreasonably withheld),
from time to time request CP (Tranche) Accrual Periods for the Purchaser
Interests of the CL Company.

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

                  (c) Seller shall: at least three (3) Business Days prior to
the expiration of any Terminating CP Tranche, give the applicable Company (or
its agent) irrevocable notice of the new CP (Tranche) Accrual Period associated
with such Terminating CP Tranche and the amount of Capital to be allocated to
such new CP (Tranche) Accrual Period. Seller shall use its reasonable best
efforts to give such notice such that the applicable Company (or its agent)
receives it no later than 12:00 noon (Chicago time) on the day such request is
being made. Any such request not received by the applicable Company by 1:00 pm
(Chicago time) shall be deemed to be received on the next succeeding Business
Day.

                                   ARTICLE IV
                          FINANCIAL INSTITUTION FUNDING

         Section 4.1 Financial Institution Funding. Each Purchaser Interest of
the Financial Institutions shall accrue Yield for each day during its Tranche
Period at either the LIBO Rate or the Prime Rate in accordance with the terms
and conditions hereof. Until Seller gives notice to the Agent of another
Discount Rate in accordance with Section 4.4, the initial Discount Rate for any
Purchaser Interest transferred to the Financial Institutions pursuant to the
terms and conditions hereof shall be the Prime Rate. If any Purchaser Interest
of any Company is assigned or transferred to, or funded by, any Funding Source
of



                                     Page 9
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


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

         Section 4.2 Yield Payments. On the Settlement Date for each Purchaser
Interest of the Financial Institutions, Seller shall pay to the applicable
Financial Institutions an aggregate amount equal to the accrued and unpaid Yield
for the entire Tranche Period of each such Purchaser Interest in accordance with
Article II.

         Section 4.3 Selection and Continuation of Tranche Periods.

                  (a) In the case of Purchaser Interests of any Financial
Institution in the Purchaser Group of the Bank One Company, Seller shall (and
following the occurrence and during the continuance of a Potential Amortization
Event or an Amortization Event, shall with consultation from, and approval by,
the applicable Financial Institution), from time to time request Tranche Periods
for the Purchaser Interests of such Financial Institutions. In the case of
Purchaser Interests of any Financial Institution in the Purchaser Group of the
CL Company, Seller shall, with consultation from, and approval by, the
applicable Financial Institution (such approval not to be unreasonably
withheld), from time to time request Tranche Periods for the Purchaser Interests
of such Financial Institution. Notwithstanding the foregoing provisions of this
subsection (a), if at any time the Financial Institutions shall have a Purchaser
Interest, Seller shall always request Tranche Periods such that at least one
Tranche Period shall end on the date specified in clause (A) of the definition
of Settlement Date.

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



                                    Page 10
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         Section 4.4 Financial Institution Discount Rates. Seller may select the
LIBO Rate or the Prime Rate for each Purchaser Interest of the Financial
Institutions. Seller shall: (i) at least three (3) Business Days prior to the
expiration of any Terminating Tranche with respect to which the LIBO Rate is
being requested as a new Discount Rate and (ii) at least one (1) Business Day
prior to the expiration of any Terminating Tranche with respect to which the
Prime Rate is being requested as a new Discount Rate, give the applicable
Financial Institution irrevocable notice of the new Discount Rate for the
Purchaser Interest associated with such Terminating Tranche. Seller shall use
its reasonable best efforts to give such notice such that the applicable
Financial Institution receives it no later than 12:00 noon (Chicago time) on the
day such request is being made. Any such request not received by the applicable
Financial Institution by 1:00 pm (Chicago time) shall be deemed to be received
on the next succeeding Business Day. Until Seller gives notice to the applicable
Financial Institution of another Discount Rate, the initial Discount Rate for
any Purchaser Interest transferred to the Financial Institutions pursuant to the
terms and conditions hereof (or transferred to, or funded by, any Funding Source
pursuant to any Funding Agreement or to or by any other Person) shall be the
Prime Rate.

         Section 4.5 Suspension of the LIBO Rate.

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

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



                                    Page 11
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


Purchaser Interests of the Financial Institutions in such Financial
Institution's Purchaser Group, and (ii) the replacement Financial Institution
otherwise satisfies the requirements of Section 12.1(b).

         Section 4.6 Extension of Liquidity Termination Date.

                  (a) Seller may request one or more 364-day extensions of the
Liquidity Termination Date then in effect by giving written notice of such
request to the Agent (each such notice an "Extension Notice") at least 60 days
prior to the Liquidity Termination Date then in effect. After the Agent's
receipt of any Extension Notice, the Agent shall promptly advise each Financial
Institution of such Extension Notice. Each Financial Institution may, in its
sole discretion, by a written irrevocable notice (a "Consent Notice") given to
the Agent on or prior to the 30th day prior to the Liquidity Termination Date
then in effect (such period from the date of the Extension Notice to such 30th
day being referred to herein as the "Consent Period"), consent to such extension
of such Liquidity Termination Date; provided, however, that such extension shall
not be effective with respect to a Financial Institution if such Financial
Institution: (i) notifies the Agent during the Consent Period that such
Financial Institution does not wish to consent to such extension or (ii) fails
to respond to the Agent within the Consent Period (each Financial Institution
that does not wish to consent to such extension or fails to respond to the Agent
within the Consent Period is herein referred to as a "Non-Renewing Financial
Institution"). If at the end of the Consent Period, there is no Non-Renewing
Financial Institution then, the Liquidity Termination Date shall be irrevocably
extended until the date that is 364 days after the Liquidity Termination Date
then in effect. If at the end of the Consent Period there is a Non-Renewing
Financial Institution, then unless such Non-Renewing Financial Institution
assigns its rights and obligations hereunder pursuant to Section 4.6(b) (each
such Non-Renewing Financial Institution whose rights and obligations under this
Agreement and the other applicable Transaction Documents are not so assigned is
herein referred to as a "Terminating Financial Institution"), the then existing
Liquidity Termination Date shall be extended for an additional 364 days with
respect to all Financial Institutions other than the Terminating Financial
Institution; provided, however, that (i) the Purchase Limit shall be reduced on
the Termination Date applicable to each Terminating Financial Institution by an
aggregate amount equal to the Terminating Commitment Availability of each
Terminating Financial Institution and shall thereafter continue to be reduced by
amounts equal to any reduction in the Capital of any Terminating Financial
Institution (after application of Collections pursuant to Sections 2.2 and 2.3),
(ii) the Company Purchase Limit of each Company shall be reduced by the
aggregate amount of the Terminating Commitment Amount of each Terminating
Financial Institution in such Company's Purchaser Group and (iii) the Commitment
of each Terminating Financial Institution shall be reduced to zero on the
Termination Date applicable to such Terminating Financial Institution. Upon
reduction to zero of the Capital of all of the Purchaser Interests of a
Terminating Financial Institution (after application of Collections thereto
pursuant to Sections 2.2 and 2.3) all rights and obligations of such Terminating
Financial Institution hereunder shall be terminated and such Terminating
Financial Institution shall no longer be a "Financial Institution"; provided,
however, that the provisions of



                                    Page 12
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


Article X shall continue in effect for its benefit with respect to Purchaser
Interests held by such Terminating Financial Institution prior to its
termination as a Financial Institution.

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

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

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         Section 5.1 Representations and Warranties of The Seller Parties. Each
Seller Party hereby represents and warrants to the Agent and the Purchasers, as
to itself, as of the date hereof and as of the date of each Incremental Purchase
and the date of each Reinvestment that:

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



                                    Page 13
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


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

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

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

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

                  (f) Binding Effect. This Agreement and each other Transaction
Document to which such Seller Party is a party constitute the legal, valid and
binding obligations of such Seller Party enforceable against such Seller Party
in accordance with their respective terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or limiting creditors' rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).



                                    Page 14
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


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

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

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

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

                  (k) Jurisdiction of Organization; Places of Business, etc.
Exhibit III correctly sets forth such Seller Party's legal name, jurisdiction of
organization, Federal Employer's Identification Number and State Organizational
Identification Number. Such Seller Party's principal places of business and
chief executive office and the offices where such Seller Party keeps all of its
Records are located at the address(es) listed on Exhibit III, or such other
locations of which the Agent has been notified in accordance with Section 7.2(a)
in jurisdictions where all action required by Section 14.4(a) has been taken and
completed. Such Seller Party has not within the period of six months prior to
the date



                                    Page 15
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


hereof, (i) changed its location (as defined in Section 9-307 of the UCC),
except as set forth on Exhibit III or (ii) changed its legal name (except as set
forth on Exhibit III), corporate structure or become a "new debtor" (as defined
in Section 9-102(a)(56) of the UCC) with respect to a currently effective
security agreement previously entered into by any other Person. Seller is a
Delaware limited partnership and is a "registered organization" (within the
meaning of Section 9-102 of the UCC in effect in the State of Delaware).

                  (l) Collections. The conditions and requirements set forth in
Section 7.1(j) and Section 8.2 have at all times been satisfied and duly
performed. The names and addresses of all Collection Banks, together with the
account numbers of the Collection Accounts of Seller at each Collection Bank and
the post office box number of each Lock- Box, are listed on Exhibit IV. Seller
has not granted any Person, other than the Agent as contemplated by this
Agreement, dominion and control or "control" (within the meaning of Section
9-104 of the UCC of all applicable jurisdictions) of any Lock-Box or Collection
Account, or the right to take dominion and control or "control" (within the
meaning of Section 9-104 of the UCC of all applicable jurisdictions) of any such
Lock-Box or Collection Account at a future time or upon the occurrence of a
future event.

                  (m) Material Adverse Effect. (i) Each of the Initial Servicers
represents and warrants that since December 31, 1999, and each of the Additional
Servicers represents and warrants that since December 31, 2000, and each of the
Dean Entities represents and warrants that since May 31, 2001, no event has
occurred that would have a material adverse effect on the financial condition or
operations of such Servicer and its Subsidiaries taken as a whole or the ability
of such Servicer to perform its obligations under this Agreement and (ii) Seller
represents and warrants that since June 30, 2000, no event has occurred that
would have a material adverse effect on (A) the financial condition or
operations of Seller, (B) the ability of Seller to perform its obligations under
the Transaction Documents or (C) the collectibility of the Receivables generally
or of any material portion of the Receivables.

                  (n) Names. In the past five (5) years, Seller has not used any
corporate names, trade names or assumed names other than Suiza Receivables, L.P.
and the name in which it has executed this Agreement.

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



                                    Page 16
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


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

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

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

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

                  (t) Enforceability of Contracts. Each Contract, if any, with
respect to each Receivable is effective to create, and has created, a legal,
valid and binding obligation of the related Obligor to pay the Outstanding
Balance of the Receivable created thereunder and any accrued interest thereon,
enforceable against the Obligor in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization
or other similar laws relating to or limiting creditors' rights generally and by
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).



                                    Page 17
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


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

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

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

                  (x) No Adverse Selection. To the extent that any Originator
has retained Receivables that would be Eligible Receivables but that have not
been transferred to Seller under the Receivables Sale Agreement, such Originator
has not selected those Receivables to be transferred hereunder in any manner
that materially adversely affects the Agent or the Purchasers hereunder. To the
extent that Morningstar has retained Receivables that would be Eligible
Receivables but that have not been transferred to MRC under the Transfer
Agreement, Morningstar has not selected those Receivables to be transferred
thereunder in any manner that materially adversely affects the Agent or the
Purchasers hereunder.

         Section 5.2 Financial Institution Representations and Warranties. Each
Financial Institution hereby represents and warrants to the Agent and the
Company in such Financial Institution's Purchaser Group that:

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

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



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Agreement. This Agreement has been duly authorized, executed and delivered by
such Financial Institution.

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

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


                                   ARTICLE VI
                             CONDITIONS OF PURCHASES

         Section 6.1 Conditions Precedent to Initial Incremental Purchase. The
effectiveness of this Agreement is subject to the conditions precedent that the
Agent shall have received on or before the Closing Date those documents listed
on Schedule B and the Agent and the Purchasers shall have received all fees and
expenses required to be paid on or prior to the date hereof pursuant to the
terms of this Agreement and the Fee Letters.

         Section 6.2 Conditions Precedent to All Purchases and Reinvestments.
Each purchase of a Purchaser Interest and each Reinvestment shall be subject to
the further conditions precedent that in the case of each such purchase or
Reinvestment: the Servicers shall have delivered to the Agent on or prior to the
date of such purchase, in form and substance satisfactory to the Agent, all
Periodic Reports, including, without limitation, the most recent Periodic Report
as and when due under Section 8.5, and upon the Agent's request, the Servicers
shall have delivered to the Agent at least three (3) days prior to such purchase
or Reinvestment an interim Monthly Report showing the amount of Eligible
Receivables; the Facility Termination Date shall not have occurred; (c) the
Agent shall have received such other approvals, opinions or documents as it may
reasonably request and (d) on the date of each such Incremental Purchase or
Reinvestment, the following statements shall be true (and acceptance of the
proceeds of such Incremental Purchase or Reinvestment shall be deemed a
representation and warranty by Seller that such statements are then true):

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



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

                  (iii) the Aggregate Capital does not exceed the Purchase Limit
and the aggregate Purchaser Interests do not exceed 100%.

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


                                   ARTICLE VII
                                    COVENANTS

         Section 7.1 Affirmative Covenants of The Seller Parties. Until the date
on which the Aggregate Unpaids have been indefeasibly paid in full and this
Agreement terminates in accordance with its terms, each Seller Party hereby
covenants, as to itself, as set forth below:

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

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

                                    (ii) Quarterly Reporting. Within 45 days
         after the close of the first three (3) quarterly periods of each of its
         respective fiscal years, (A) consolidated balance sheets of Provider
         and its Subsidiaries as at the close of each such period, (B)
         consolidated statements of income and retained earnings and a statement
         of cash flows for Provider for the



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         period from the beginning of such fiscal year to the end of such
         quarter, (C) the balance sheet of Seller as at the close of each such
         period and (D) statements of income and retained earnings and a
         statement of cash flows for Seller, all certified by its respective
         chief financial officer or treasurer.

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

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

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

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

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

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

                                    (ix) Other Information. Promptly, from time
         to time, such other information, documents, records or reports relating
         to the Receivables or the condition or operations, financial or
         otherwise, of such



                                    Page 21
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                                                            AMENDED AND RESTATED
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         Seller Party as the Agent may from time to time reasonably request in
         order to protect the interests of the Agent and the Purchasers under or
         as contemplated by this Agreement.

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

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

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

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

                                    (iv) Termination Date. The occurrence of the
         "Termination Date" under and as defined in the Receivables Sale
         Agreement.

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

                  (c) Compliance with Laws and Preservation of Corporate
Existence. Such Seller Party will comply in all respects with all applicable
laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards to which it may be subject if noncompliance with any such law, rule,
regulation, order, writ, judgment, injunction, decree or award could reasonably
be expected to have a Material Adverse Effect. Such Seller Party will preserve
and maintain its corporate existence, rights, franchises and privileges in the



                                    Page 22
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


jurisdiction of its incorporation, and qualify and remain qualified in good
standing as a foreign corporation in each jurisdiction where its business is
conducted, except where the failure to so qualify or remain qualified could not
reasonably be expected, either individually or in the aggregate, to have a
Material Adverse Effect.

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

                  (e) Keeping and Marking of Records and Books.

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



                                    Page 23
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         material change in the administrative and operating procedures referred
         to in the previous sentence.

                                    (ii) Such Seller Party will (and will cause
         each Originator and Morningstar to) (A) on or prior to June 30, 2000
         with respect to any Seller Party or Originator (other than GTL, Tuscan
         Dairies, Tuscan Management and each Dean Entity), on or prior to June
         28, 2001 with respect to GTL, Tuscan Dairies and Tuscan Management, and
         on or prior to the date hereof with respect to any Seller Party or
         Originator that is a Dean Entity, mark its master data processing
         records and other books and records relating to the Purchaser Interests
         with a legend, acceptable to the Agent, describing the Purchaser
         Interests and (B) upon the request of the Agent following the
         occurrence and during the continuance of an Amortization Event (x) mark
         each Writing or Contract with a legend describing the Purchaser
         Interests and (y) deliver to the Agent all Writings and Contracts
         (including, without limitation, all multiple originals of any such
         Writing or Contract) relating to the Receivables.

                  (f) Compliance with Contracts and Credit and Collection
Policies. Such Seller Party will timely and fully (i) perform and comply with
all provisions, covenants and other promises required to be observed by it under
the Contracts related to the Receivables, and (ii) comply in all material
respects with its respective Credit and Collection Policy in regard to each
Receivable and any related Contract.

                  (g) Performance and Enforcement of Receivables Sale Agreement.
Seller will, and will require each Originator to, perform each of their
respective obligations and undertakings under and pursuant to the Receivables
Sale Agreement, will purchase Receivables thereunder in strict compliance with
the terms thereof and will vigorously enforce the rights and remedies accorded
to Seller under the Receivables Sale Agreement. Seller will require MRC to
perform its obligations and undertakings under the Transfer Agreement, to
purchase Receivables thereunder in strict compliance with the terms thereof and
to vigorously enforce the rights and remedies accorded to it under the Transfer
Agreement. Seller will take all actions to perfect and enforce its rights and
interests (and the rights and interests of the Agent and the Purchasers as
assignees of Seller) under the Receivables Sale Agreement as the Agent may from
time to time reasonably request, including, without limitation, making claims to
which it may be entitled under any indemnity, reimbursement or similar provision
contained in the Receivables Sale Agreement and requiring MRC to make claims to
which it may be entitled under any indemnity, reimbursement or similar provision
contained in the Transfer Agreement.

                  (h) Ownership. Seller will (or will cause each Originator to)
take all necessary action to (i) vest legal and equitable title to the
Receivables, the Related Security and the Collections purchased under the
Receivables Sale Agreement irrevocably in Seller, free and clear of any Adverse
Claims other than Adverse Claims in favor of the Agent and



                                    Page 24
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                                                            AMENDED AND RESTATED
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the Purchasers (including, without limitation, the filing of all financing
statements or other similar instruments or documents necessary under the UCC (or
any comparable law) of all appropriate jurisdictions to perfect Seller's
interest in such Receivables, Related Security and Collections and such other
action to perfect, protect or more fully evidence the interest of Seller therein
as the Agent may reasonably request), and (ii) establish and maintain, in favor
of the Agent, for the benefit of the Purchasers, a valid and perfected first
priority undivided percentage ownership interest (and/or a valid and perfected
first priority security interest) in all Receivables, Related Security and
Collections to the full extent contemplated herein, free and clear of any
Adverse Claims other than Adverse Claims in favor of the Agent for the benefit
of the Purchasers (including, without limitation, the filing of all financing
statements or other similar instruments or documents necessary under the UCC (or
any comparable law) of all appropriate jurisdictions to perfect the Agent's (for
the benefit of the Purchasers) interest in such Receivables, Related Security
and Collections and such other action to perfect, protect or more fully evidence
the interest of the Agent for the benefit of the Purchasers as the Agent may
reasonably request).

                  (i) Purchasers' Reliance. Seller acknowledges that the
Purchasers are entering into the transactions contemplated by this Agreement in
reliance upon Seller's identity as a legal entity that is separate from the
Originators. Therefore, from and after June 30, 2000, Seller shall take all
reasonable steps, including, without limitation, all steps that the Agent or any
Purchaser may from time to time reasonably request, to maintain Seller's
identity as a separate legal entity and to make it manifest to third parties
that Seller is an entity with assets and liabilities distinct from those of the
Originators and any Affiliates thereof and not just a division of an Originator
or any such Affiliate. Without limiting the generality of the foregoing and in
addition to the other covenants set forth herein, Seller will:

                                              (A) conduct its own business in
         its own name and require that all full-time employees of Seller, if
         any, identify themselves as such and not as employees of any Originator
         or any Affiliate thereof (including, without limitation, by means of
         providing appropriate employees with business or identification cards
         identifying such employees as Seller's employees);

                                              (B) compensate all employees,
         consultants and agents directly, from Seller's own funds, for services
         provided to Seller by such employees, consultants and agents and, to
         the extent any employee, consultant or agent of Seller is also an
         employee, consultant or agent of any Originator or any Affiliate
         thereof, allocate the compensation of such employee, consultant or
         agent between Seller and Originator or such Affiliate, as applicable,
         on a basis that reflects the services rendered to Seller and such
         Originator or such Affiliate, as applicable;



                                    Page 25
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                                                            AMENDED AND RESTATED
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                                              (C) clearly identify its offices
         (by signage or otherwise) as its offices and, if such office is located
         in the offices of any Originator or any Affiliate thereof, allocate
         fairly any overhead for shared office space;

                                              (D) have a separate telephone
         number or extension, which will be answered only in its name and
         separate stationery, invoices and checks in its own name;

                                              (E) conduct all transactions with
         the Originators and the Servicers (including, without limitation, any
         delegation of its obligations hereunder as Servicers) strictly on an
         arm's-length basis, allocate all overhead expenses (including, without
         limitation, telephone and other utility charges) for items shared
         between Seller and each Originator (or any Affiliate thereof) on the
         basis of actual use to the extent practicable and, to the extent such
         allocation is not practicable, on a basis reasonably related to actual
         use;

                                              (F) at all times have as its
         general partner a limited liability company having at least one
         Independent Manager;

                                              (G) observe all corporate and/or
         limited partnership formalities as a distinct entity, and ensure that
         all corporate and/or limited partnership actions relating to (A) the
         selection, maintenance or replacement of the general partner, (B) the
         dissolution or liquidation of Seller or (C) the initiation of,
         participation in, acquiescence in or consent to any bankruptcy,
         insolvency, reorganization or similar proceeding involving Seller, are
         duly authorized by the Independent Manager of the general partner;

                                              (H) maintain Seller's books and
         records separate from those of each Originator and any Affiliate
         thereof and otherwise readily identifiable as its own assets rather
         than assets of such Originator and any Affiliate thereof;

                                              (I) prepare its financial
         statements separately from those of each Originator and Morningstar and
         insure that any consolidated financial statements of such Originator or
         any Affiliate thereof that include Seller and that are filed with the
         Securities and Exchange Commission or any other governmental agency
         have notes clearly stating that Seller is a separate corporate entity
         and that its assets will be available first and foremost to satisfy the
         claims of the creditors of Seller;



                                    Page 26
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                              (J) except as herein specifically
         otherwise provided, maintain the funds or other assets of Seller
         separate from, and not commingled with, those of any Originator or any
         Affiliate thereof and only maintain bank accounts or other depository
         accounts to which Seller alone is the account party and from which
         Seller alone (or the Agent hereunder) has the sole power to make
         withdrawals;

                                              (K) pay all of Seller's operating
         expenses from Seller's own assets (except for certain payments by the
         Originators or other Persons pursuant to allocation arrangements that
         comply with the requirements of this Section 7.1(i));

                                              (L) operate its business and
         activities such that: it does not engage in any business or activity of
         any kind, or enter into any transaction or indenture, mortgage,
         instrument, agreement, contract, lease or other undertaking, other than
         the transactions contemplated and authorized by this Agreement and the
         Receivables Sale Agreement (it being understood that Seller may enter
         into the transactions contemplated by the Demand Note); and does not
         create, incur, guarantee, assume or suffer to exist any indebtedness or
         other liabilities, whether direct or contingent, other than (1) as a
         result of the endorsement of negotiable instruments for deposit or
         collection or similar transactions in the ordinary course of business,
         (2) the incurrence of obligations under this Agreement, (3) the
         incurrence of obligations, as expressly contemplated in the Receivables
         Sale Agreement, to make payment to each Originator thereunder for the
         purchase of Receivables from any Originator under the Receivables Sale
         Agreement, and (4) the incurrence of operating expenses in the ordinary
         course of business of the type otherwise contemplated by this
         Agreement;

                                              (M) maintain its limited
         partnership agreement in conformity with this Agreement, such that it
         does not amend, restate, supplement or otherwise modify its limited
         partnership agreement in any respect that would impair its ability to
         comply with the terms or provisions of any of the Transaction
         Documents, including, without limitation, Section 7.1(i) of this
         Agreement;

                                              (N) maintain the effectiveness of,
         and continue to perform under the Receivables Sale Agreement and the
         Demand Note, such that it does not amend, restate, supplement, cancel,
         terminate or otherwise modify the Receivables Sale Agreement or the
         Demand Note, or give any consent, waiver, directive or approval under
         the Receivables Sale Agreement or the Demand Note, or waive any
         default, action, omission or breach under the Receivables Sale
         Agreement or



                                    Page 27
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         under the Demand Note, or otherwise grant any indulgence under the
         Receivables Sale Agreement or the Demand Note, without (in each case)
         the prior written consent of the Agent and the Required Purchasers;

                                              (O) maintain its limited
         partnership separateness such that it does not merge or consolidate
         with or into, or convey, transfer, lease or otherwise dispose of
         (whether in one transaction or in a series of transactions, and except
         as otherwise contemplated herein) all or substantially all of its
         assets (whether now owned or hereafter acquired) to, or acquire all or
         substantially all of the assets of, any Person, nor at any time create,
         have, acquire, maintain or hold any interest in any Subsidiary;

                                              (P) maintain at all times the
         Required Capital Amount (as defined in the Receivables Sale Agreement)
         and refrain from making any dividend, distribution, redemption of
         capital stock or partnership interest or payment of any subordinated
         indebtedness that would cause the Required Capital Amount to cease to
         be so maintained;

                                              (Q) take such other actions as are
         necessary on its part to ensure that the facts and assumptions set
         forth in the opinion issued by Locke & Liddell & Sapp LLP, as counsel
         for Seller, in connection with the closing or initial Incremental
         Purchase or initial Reinvestment under this Agreement and relating to
         substantive consolidation issues, and in the certificates accompanying
         such opinion, remain true and correct in all material respects at all
         times.

                  (j) Collections. Such Seller Party will cause (1) all proceeds
from all Lock-Boxes to be directly deposited by a Collection Bank into a
Collection Account and (2) each Lock-Box and Collection Account to be subject at
all times to a Collection Account Agreement that is in full force and effect. In
the event any payments relating to Receivables are remitted directly to Seller
or any Affiliate of Seller, Seller will (except as otherwise specified in
Section 8.2(b)) remit (or will cause all such payments to be remitted) directly
to a Collection Bank and deposited into a Collection Account within two (2)
Business Days following receipt thereof, and, at all times prior to such
remittance, Seller will itself hold or, if applicable, will cause such payments
to be held in trust for the exclusive benefit of the Agent and the Purchasers.
Seller will maintain exclusive ownership, dominion and control (subject to the
terms of this Agreement) of each Lock-Box and Collection Account and shall not
grant the right to take dominion and control or grant "control" (within the
meaning of Section 9- 104 of the UCC of all applicable jurisdictions) of any
Lock-Box or Collection Account at a future time or upon the occurrence of a
future event to any Person, except to the Agent as contemplated by this
Agreement.

                  (k) Taxes. Such Seller Party will file all tax returns and
reports required by law to be filed by it and will promptly pay all taxes and
governmental charges at



                                    Page 28
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


any time owing except, in the case of each Seller Party other than Seller, for
taxes not yet due or that are being diligently contested in good faith by
appropriate proceedings and that have been adequately reserved against in
accordance with GAAP. Seller will pay when due any taxes payable in connection
with the Receivables, exclusive of taxes on or measured by income or gross
receipts of any Company, the Agent or any Financial Institution.

                  (l) Payment to Originators and Morningstar. With respect to
any Receivable purchased by Seller from any Originator, such sale shall be
effected under, and in strict compliance with the terms of, the Receivables Sale
Agreement, including, without limitation, the terms relating to the amount and
timing of payments to be made to such Originator in respect of the purchase
price for such Receivable. With respect to any Receivable purchased by MRC from
Morningstar, such sale shall be effected under, and in strict compliance with
the terms of, the Transfer Agreement, including, without limitation, the terms
relating to the amount and timing of payments to be made to MRC in respect of
the purchase price for such Receivable.

                  (m) Local Collections. On or prior to the date that is 45 days
after the date hereof (the "Lock-Box Date"), Seller shall have notified all
Obligors of Receivables originated by any Local Originator to pay all
Collections on such Receivables directly to a Lock-Box or Collection Account
and, to the extent any such Lock-Box or Collection Account is not in existence
on the date hereof, Seller shall have delivered, on or prior to the Lock-Box
Date, an executed Collection Account Agreement acceptable to the Agent with
respect to such new Lock-Box or Collection Account.

                  (n) Amendments to Existing Collection Account Agreements. On
or prior to the Lock-Box Date, Seller shall deliver to the Agent duly executed
amendments to each of the Collection Account Agreements executed and delivered
in connection with the Original Agreement, each such amendment to be in form and
substance reasonably satisfactory to the Agent.

                  (o) Chase Accounts. Such Seller Party will, prior to the
Lock-Box Date, (i) terminate (or caused to be terminated) the Chase Bank of
Texas as a Collection Bank and (ii) instruct all Obligors currently remitting
payments to the Lock-Boxes and Collection Accounts identified on Schedule G (the
"Chase Lock-Boxes") to remit such payments to another existing Lock-Box or
Collection Account or a new Lock-Box or Collection Account as to which such
Seller Party will, within the time period specified above, deliver to the Agent
an executed Collection Account Agreement acceptable to the Agent with respect to
such new Lock-Box or Collection Account. On and after the Lock-Box Date, such
Seller Party will not permit any Collections or any other proceeds of
Receivables to be deposited to the Chase Lock-Boxes or the associated Collection
Accounts.



                                    Page 29
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         Section 7.2 Negative Covenants of The Seller Parties. Until the date on
which the Aggregate Unpaids have been indefeasibly paid in full and this
Agreement terminates in accordance with its terms, each Seller Party hereby
covenants, as to itself, that:

                  (a) Name Change, Jurisdiction of Organization, Offices,
Records and Books of Accounts. Such Seller Party will not change its name,
identity, corporate or other organizational structure or jurisdiction of
organization (within the meaning of Sections 9-503 and/or 9-507 of the UCC of
all applicable jurisdictions) or relocate its chief executive office, principal
place of business or any office where Records are kept unless it shall have: (i)
given the Agent at least thirty (30) days' prior written notice thereof and (ii)
delivered to the Agent all financing statements, instruments and other documents
requested by the Agent in connection with such change or relocation.

                  (b) Change in Payment Instructions to Obligors. Except as may
be required by Section 7.1(m) or by the Agent pursuant to Section 8.2(b), such
Seller Party will not add or terminate any bank as a Collection Bank, or make
any change in the instructions to Obligors regarding payments to be made to any
Lock-Box or Collection Account, unless the Agent shall have received, at least
ten (10) days before the proposed effective date therefor, (i) written notice of
such addition, termination or change and (ii) with respect to the addition of a
Collection Bank or a Collection Account or Lock-Box, an executed Collection
Account Agreement acceptable to the Agent with respect to the new Collection
Account or Lock-Box; provided, however, that the Servicers may make changes in
instructions to Obligors regarding payments if such new instructions require
such Obligor to make payments to another existing Collection Account.

                  (c) Modifications to Writings, Contracts and Credit and
Collection Policies. Such Seller Party will not, and will not permit any
Originator or Morningstar to, make any change to such Originator's or
Morningstar's Credit and Collection Policy that could materially (either
individually or in the aggregate) adversely affect the collectibility of the
Receivables or materially (either individually or in the aggregate) decrease the
credit quality of any newly created Receivables. Except as provided in Section
8.2(d), the Servicers will not, and will not permit any Originator or
Morningstar to, extend, amend or otherwise modify the terms of any Receivable or
the Writing or Contract related thereto other than in accordance with such
Originator's or Morningstar's Credit and Collection Policy.

                  (d) Sales, Liens. Seller will not sell, assign (by operation
of law or otherwise) or otherwise dispose of, or grant any option with respect
to, or create or suffer to exist any Adverse Claim upon (including, without
limitation, the filing of any financing statement) or with respect to, any
Receivable, Related Security or Collections, or upon or with respect to the
Writing or Contract under which any Receivable arises, or any Lock-Box or
Collection Account, or assign any right to receive income with respect thereto
(other than, in each case, the creation of the interests therein in favor of the
Agent and the Purchasers provided for herein), and Seller will defend the right,
title and interest of the Agent and



                                    Page 30
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


the Purchasers in, to and under any of the foregoing property, against all
claims of third parties claiming through or under Seller or any Originator or
Morningstar. Seller will not create or suffer to exist any mortgage, pledge,
security interest, encumbrance, lien, charge or other similar arrangement on any
of its inventory, the financing or lease of which gives rise to any Receivable.

                  (e) Net Receivables Balance. At no time prior to the
Amortization Date shall Seller permit the Net Receivables Balance to be less
than an amount equal to the sum of (i) the Aggregate Capital plus (ii) the
Aggregate Reserves.

                  (f) Termination Date Determination. Seller will not designate
the Termination Date (as defined in the Receivables Sale Agreement), or send any
written notice to any Originator in respect thereof, without the prior written
consent of the Agent, except with respect to the occurrence of such Termination
Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

                  (g) Restricted Junior Payments. From and after the occurrence
of any Amortization Event, Seller will not make any Restricted Junior Payment
if, after giving effect thereto, Seller would fail to meet its obligations set
forth in Section 7.2(e).

                  (h) Demand Notes. At no time shall Seller cause or permit the
aggregate outstanding principal balance of the Demand Note to exceed the sum of
$21,325,653.


                                  ARTICLE VIII
                          ADMINISTRATION AND COLLECTION

         Section 8.1 Designation of Servicers. (a) The servicing, administration
and collection of the Receivables shall be conducted by such Person or Persons
(each such Person, a "Servicer") so designated from time to time in accordance
with this Section 8.1. Each of Morningstar, Country Fresh, Land-O-Sun, Southern
Foods, GTL, Tuscan Dairies, each Dean Entity and Tuscan Management is hereby
designated as, and hereby agrees to perform the duties and obligations of,
Servicer pursuant to the terms of this Agreement. The Agent may, and at the
direction of the Required Purchasers shall, at any time following an
Amortization Event, designate as Servicer any Person to succeed Morningstar,
Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, any Dean Entity
or Tuscan Management, or any successor Servicer.

                  (b) Without the prior written consent of the Agent and the
Required Purchasers, neither Morningstar, Country Fresh, Land-O-Sun, Southern
Foods, GTL, Tuscan Dairies, any Dean Entity nor Tuscan Management shall be
permitted to delegate any of its duties or responsibilities as Servicer to any
Person other than (i) Seller and (ii) with respect to certain Charged-Off
Receivables, outside collection agencies in accordance with



                                    Page 31
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


its customary practices. Seller shall not be permitted to further delegate to
any other Person any of the duties or responsibilities of a Servicer delegated
to it by Morningstar, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan
Dairies, any Dean Entity or Tuscan Management. If at any time following an
Amortization Event the Agent shall designate as Servicer any Person other than
Morningstar, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, any
Dean Entity or Tuscan Management, all duties and responsibilities theretofore
delegated by Morningstar, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan
Dairies, any Dean Entity or Tuscan Management to Seller may, at the discretion
of the Agent, be terminated forthwith on notice given by the Agent to
Morningstar, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, any
Dean Entity or Tuscan Management, as applicable, and to Seller.

                  (c) Notwithstanding the foregoing subsection (b), (i) each of
Morningstar, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies,
each Dean Entity and Tuscan Management shall be and remain primarily liable to
the Agent and the Purchasers for the full and prompt performance of all of its
duties and responsibilities as a Servicer hereunder and (ii) the Agent and the
Purchasers shall be entitled to deal exclusively with Morningstar, Country
Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, each Dean Entity and
Tuscan Management in matters relating to the discharge by a Servicer of its
duties and responsibilities hereunder. The Agent and the Purchasers shall not be
required to give notice, demand or other communication to any Person other than
Morningstar, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies,
each Dean Entity or Tuscan Management in order for communication to a Servicer
and its sub-servicer or other delegate with respect thereto to be accomplished.
Each of Morningstar, Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan
Dairies, each Dean Entity and Tuscan Management, at all times that it is a
Servicer, shall be responsible for providing any sub-servicer or other delegate
of a Servicer with any notice given to a Servicer under this Agreement.

         Section 8.2 Duties of Servicer. Each Servicer shall take or cause to be
taken all such actions as may be necessary or advisable to collect each
Receivable from time to time, all in accordance in all material respects with
applicable laws, rules and regulations, with reasonable care and diligence, and
in accordance in all material respects with the applicable Originator's or
Morningstar's Credit and Collection Policy.

                  (b) Each Servicer will instruct all Obligors to pay all
Collections directly to a Lock-Box or Collection Account; provided, however,
that (i) prior to the date that is 45 days after the date hereof, to the extent
an Obligor of a Receivable originated by a Local Originator currently remits
Collections to a local employee of a Local Originator, the applicable Servicer
will insure that such local employee remits such Collections to a local
depository account no less frequently than weekly and within two (2) Business
Days of such local employee's deposit of such Collections, such Servicer will
cause such Collections to be deposited directly to a Lock-Box or Collection
Account; and (ii) to the extent that the Originator (other than a Local
Originator) of the Receivable giving rise to such Collections



                                    Page 32
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


or Morningstar, as applicable, currently permits the Obligor of such Receivable
to pay such Collections to a local employee of such Originator or Morningstar,
as applicable, such Servicer will insure that such local employees remit such
Collections to a local depository account no less frequently than weekly, and
within two (2) Business Days of such local employee's deposit of such
Collections, such Servicer will cause such Collections to be deposited directly
to a Lock-Box or Collection Account. With respect to payments relating to
Receivables that are remitted directly to any Servicer, such Servicer will remit
such payments (or will cause all such payments to be remitted) directly to a
Collection Bank and deposited into a Collection Account within two (2) Business
Days following receipt thereof, and, at all times prior to such remittance, such
Servicer will itself hold or, if applicable, will cause such payments to be held
in trust for the exclusive benefit of the Agent and the Purchasers. Each
Servicer shall effect a Collection Account Agreement substantially in the form
of Exhibit VI with each bank party to a Collection Account at any time. Prior to
the delivery of any Collection Notice to any Collection Bank, in the case of any
remittances received in any Lock-Box or Collection Account that shall have been
identified, to the satisfaction of the applicable Servicer, to not constitute
Collections or other proceeds of the Receivables or the Related Security (which
identification shall occur no later than two (2) Business Days after such
amounts are received therein), such Servicer shall promptly (and, in any event,
no later than one (1) Business Day after such identification) remit such items
to the Person identified to it as being the owner of such remittances and cause
such amounts to be removed from such Lock-Box or Collection Account. From and
after the date the Agent delivers to any Collection Bank a Collection Notice
pursuant to Section 8.3, the Agent may request that the Servicers, and the
Servicers thereupon promptly shall instruct all Obligors with respect to the
Receivables, to remit all payments thereon to a new depositary account specified
by the Agent and, at all times thereafter, Seller and the Servicers shall not
deposit or otherwise credit, and shall not permit any other Person to deposit or
otherwise credit to such new depositary account any cash or payment item other
than Collections.

                  (c) The Servicers shall administer the Collections in
accordance with the procedures described herein and in Article II. The Servicers
shall set aside and hold in trust for the account of Seller and the Purchasers
their respective shares of the Collections in accordance with Article II. The
Servicers shall, upon the request of the Agent, segregate, in a manner
acceptable to the Agent, all cash, checks and other instruments received by it
from time to time constituting Collections from the general funds of each of the
Servicers or Seller prior to the remittance thereof in accordance with Article
II. If the Servicers shall be required to segregate Collections pursuant to the
preceding sentence, the Servicers shall segregate and deposit with a bank
designated by the Agent such allocable share of Collections of Receivables set
aside for the Purchasers on the second Business Day following receipt by any
Servicer of such Collections, duly endorsed or with duly executed instruments of
transfer.

                  (d) The Servicers may, in accordance with the applicable
Originator's or Morningstar's Credit and Collection Policy, extend the maturity
of any Receivable or adjust the Outstanding Balance of any Receivable as the
Servicers determine to be appropriate



                                    Page 33



<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


to maximize Collections thereof; provided, however, that such extension or
adjustment shall not alter the status of such Receivable as a Delinquent
Receivable or Charged-Off Receivable or limit the rights of the Agent or the
Purchasers under this Agreement. Notwithstanding anything to the contrary
contained herein, upon the occurrence and during the continuance of an
Amortization Event and until such time as the Aggregate Unpaids have been
indefeasibly paid in full, the Agent shall have the absolute and unlimited right
to direct the Servicers to commence or settle any legal action with respect to
any Receivable or to foreclose upon or repossess any Related Security.

                  (e) The Servicers shall hold in trust for Seller and the
Purchasers all Records that (i) evidence or relate to the Receivables, the
related Writings and Contracts and Related Security or (ii) are otherwise
necessary or desirable to collect the Receivables and shall, as soon as
reasonably practicable upon demand of the Agent, deliver or make available to
the Agent all such Records, at a place selected by the Agent. The Servicers
shall, as soon as reasonably practicable following receipt thereof turn over to
Seller any cash collections or other cash proceeds received with respect to
Indebtedness not constituting Receivables. The Servicers shall, from time to
time at the request of any Purchaser, furnish to the Purchasers (promptly after
any such request) a calculation of the amounts set aside for the Purchasers
pursuant to Article II.

                  (f) Any payment by an Obligor in respect of any indebtedness
owed by it to any Originator or Morningstar or Seller shall, except as otherwise
specified by such Obligor or otherwise required by contract or law and unless
otherwise instructed by the Agent, be applied as a Collection of any Receivable
of such Obligor (starting with the oldest such Receivable) to the extent of any
amounts then due and payable thereunder before being applied to any other
receivable or other obligation of such Obligor.

         Section 8.3 Collection Notices. The Agent is authorized at any time to
date and to deliver to the Collection Banks the Collection Notices. Seller
hereby agrees that, effective when the Agent delivers such notice, the Agent
(for the benefit of the Purchasers) shall have exclusive ownership and sole
"control" (within the meaning of Section 9-104 of the UCC of all applicable
jurisdictions) of each Lock-Box, the Collection Accounts and the amounts on
deposit therein. In case any authorized signatory of Seller whose signature
appears on a Collection Account Agreement shall cease to have such authority
before the delivery of such notice, such Collection Notice shall nevertheless be
valid as if such authority had remained in force. Seller hereby authorizes the
Agent, and agrees that the Agent shall be entitled to (i) endorse Seller's name
on checks and other instruments representing Collections, (ii) enforce the
Receivables, the related Writings and Contracts and the Related Security and
(iii) take such action as shall be necessary or desirable to cause all cash,
checks and other instruments constituting Collections of Receivables to come
into the possession of the Agent rather than Seller or any Servicer.



                                    Page 34
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         Section 8.4 Responsibilities of Seller. Anything herein to the contrary
notwithstanding, the exercise by the Agent and the Purchasers of their rights
hereunder shall not release the Servicers, the Originators, Morningstar or
Seller from any of their duties or obligations with respect to any Receivables
or under the related Writings or Contracts. The Purchasers shall have no
obligation or liability with respect to any Receivables or related Writings or
Contracts, nor shall any of them be obligated to perform the obligations of
Seller.

         Section 8.5 Reports. The Servicers shall prepare and forward to the
Agent and each Financial Institution (i) on the 20th calendar day of each month
and at such times as the Agent or the Required Purchasers shall request, a
Monthly Report and (ii) at such times as the Agent or the Required Purchasers
shall request, a listing by Obligor of all Receivables together with an aging of
such Receivables. In addition, during any time when the long-term debt rating of
Provider is rated Ba3 or lower by Moody's Investors Service, Inc. and BB- or
lower by Standard & Poor's Ratings Group, the Servicers shall prepare and
forward to the Agent and each Financial Institution on Wednesday of each
calendar week, an abbreviated Monthly Report in a form acceptable to the Agent
(each such report, a "Weekly Report") with respect to and as of the end of the
immediately preceding calendar week.

         Section 8.6 Servicing Fees. In consideration of each of Morningstar's,
Country Fresh's, Land-O-Sun's, Southern Foods', GTL's, Tuscan Dairies', each
Dean Entity's and Tuscan Management's agreement to each act as a Servicer
hereunder, the Purchasers hereby agree that, so long as each of Morningstar,
Country Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, each Dean Entity
and Tuscan Management shall continue to perform as a Servicer hereunder, Seller
shall pay over to Morningstar, Country Fresh, Land-O-Sun, Southern Foods, GTL,
Tuscan Dairies, each Dean Entity and Tuscan Management collectively, a fee (the
"Servicing Fee") on each Settlement Date (other than a Settlement Date relating
to a CP (Tranche) Accrual Period) for the immediately preceding Settlement
Period equal to 1% (one percent) of the lesser of the (a) the average Net
Receivables Balance during such Settlement Period and (b) the average Capital of
all Receivables during such period, as compensation for its servicing
activities. Such Servicing Fee shall be allocated among Morningstar, Country
Fresh, Land-O-Sun, Southern Foods, GTL, Tuscan Dairies, each Dean Entity and
Tuscan Management as Morningstar, Country Fresh, Land-O-Sun, Southern Foods,
GTL, Tuscan Dairies, each Dean Entity and Tuscan Management shall mutually
determine.


                                   ARTICLE IX
                               AMORTIZATION EVENTS

         Section 9.1 Amortization Events. The occurrence of any one or more of
the following events shall constitute an Amortization Event:



                                    Page 35
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                  (a) Any Seller Party shall fail (i) to make any payment or
deposit of any amount consisting of Capital required hereunder when due, or (ii)
to make any payment or deposit of any other amount required hereunder when due
and such failure shall continue for two (2) consecutive Business Days, or (iii)
to perform or observe any term, covenant or agreement set forth in Section 7.2
hereof, or (iv) to perform or observe any term, covenant or agreement set forth
in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c)(second sentence only), and such
failure shall continue for thirty (30) consecutive days or (v) to perform or
observe any other term, covenant or agreement hereunder (other than as referred
to in clauses (i), (ii), (iii) or (iv) of this paragraph (a)) and such failure
shall continue for five (5) consecutive Business Days.

                  (b) Any representation, warranty, certification or statement
made by any Seller Party in this Agreement, any other Transaction Document or in
any other document delivered pursuant hereto or thereto shall prove to have been
incorrect when made or deemed made.

                  (c) Failure of Seller to pay any Indebtedness when due; or the
failure of any other Seller Party to pay Indebtedness when due in excess of
$50,000,000; or the default by any Seller Party in the performance of any term,
provision or condition contained in any agreement under which any such
Indebtedness was created or is governed, the effect of which is to cause, or to
permit the holder or holders of such Indebtedness to cause, such Indebtedness to
become due prior to its stated maturity; or any such Indebtedness of any Seller
Party shall be declared to be due and payable or required to be prepaid (other
than by a regularly scheduled payment) prior to the date of maturity thereof.

                  (d) (i) Any Seller Party or Provider shall generally not pay
its debts as such debts become due or shall admit in writing its inability to
pay its debts generally or shall make a general assignment for the benefit of
creditors; or (ii) any proceeding shall be instituted by or against any Seller
Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee or other similar
official for it or any substantial part of its property or (iii) any Seller
Party or Provider shall take any corporate action to authorize any of the
actions set forth in clauses (i) or (ii) above in this subsection (d).

                  (e) Seller shall fail to comply with the terms of Section 2.6
hereof and such failure shall not have been remedied within one Business Day.

                  (f) (i) As at the end of any calendar month, the average of
the Default Ratios for the three most recently-ended calendar months shall
exceed 7.75%; or (ii) as at the end of any calendar month, the average of the
Dilution Ratios for the three most recently- ended calendar months shall exceed
4%; or (iii) as at the end of any calendar month ending on or prior to August
31, 2002, the average of the Delinquency Ratios for the three



                                    Page 36
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


most recently-ended calendar months shall exceed 3.75%; or (iv) as at the end of
any calendar month ending after August 31, 2002, the average of the Delinquency
Ratios for the three most recently-ended calendar months shall exceed 3.00%.

                  (g) A Change of Control shall occur.

                  (h) (i) One or more final judgments for the payment of money
shall be entered against Seller or (ii) one or more final judgments for the
payment of money in an amount in excess of $50,000,000, individually or in the
aggregate, shall be entered against any Servicer on claims not covered by
insurance or as to which the insurance carrier has denied its responsibility,
and such judgment shall continue unsatisfied and in effect for thirty (30)
consecutive days without a stay of execution.

                  (i) The "Termination Date" under and as defined in the
Receivables Sale Agreement shall occur under the Receivables Sale Agreement or
the Seller or any Originator shall fail to observe any term or condition of the
Sale Agreement or shall waive its right to enforce the terms and conditions of
the Sale Agreement; or any Originator shall for any reason cease to transfer, or
cease to have the legal capacity to transfer, or otherwise be incapable of
transferring Receivables to Seller under the Receivables Sale Agreement (other
than an Immaterial Originator which ceases to transfer Receivables subject to
and in accordance with Section 1.7 of the Receivables Sale Agreement).

                  (j) This Agreement shall terminate in whole or in part (except
in accordance with its terms), or shall cease to be effective or to be the
legally valid, binding and enforceable obligation of Seller, or any Obligor
shall directly or indirectly contest in any manner such effectiveness, validity,
binding nature or enforceability, or the Agent for the benefit of the Purchasers
shall cease to have a valid and perfected first priority security interest in
the Receivables, the Related Security and the Collections with respect thereto
and the Collection Accounts.

                  (k) Provider shall fail to perform or observe any term,
covenant or agreement required to be performed by it under the Performance
Undertaking, or the Performance Undertaking shall cease to be effective or to be
the legally valid, binding and enforceable obligation of Provider, or Provider
shall directly or indirectly contest in any manner such effectiveness, validity,
binding nature or enforceability.

                  (l) The Agreement of General Partner shall terminate in whole
or in part or shall cease to be effective or to be the legally valid, binding
and enforceable obligation of the general partner of the Seller or the general
partner of the Seller or the Seller shall directly or indirectly contest in any
manner such effectiveness, validity, binding nature or enforceability, or the
general partner of the Seller shall fail in any respect to perform its
obligations under the Agreement of General Partner.



                                    Page 37
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                  (m) Provider shall fail to own, free and clear of any Adverse
Claims, in the aggregate, either directly or indirectly, 100% of the limited
partnership interests of Seller and 99.9% of the partnership interests of
Seller; or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC)
shall fail to own, free and clear of any Adverse Claims (except any Adverse
Claim in favor of the Collateral Agent in accordance with the Dean Credit
Agreement), 100% of the general partnership interests of Seller and 0.1% of the
partnership interests of Seller; or Provider and Suiza Dairy Group, L.P. shall
fail to own, free and clear of any Adverse Claims (except any Adverse Claim in
favor of the Collateral Agent in accordance with the Dean Credit Agreement), in
the aggregate, either directly or indirectly, 100% of the membership interests
of Dairy Group Receivables GP, LLC.

                  (n) Provider shall fail to comply with the Dean Financial
Covenants.

         Section 9.2 Remedies. Upon the occurrence and during the continuation
of an Amortization Event, the Agent may, or upon the direction of the Required
Purchasers shall, take any of the following actions: (i) replace any Person then
acting as Servicer; (ii) declare the Amortization Date to have occurred,
whereupon the Amortization Date shall forthwith occur, without demand, protest
or further notice of any kind, all of which are hereby expressly waived by each
Seller Party; provided, however, that (A) upon the occurrence of an Amortization
Event described in Section 9.1(d)(ii), or of an actual or deemed entry of an
order for relief with respect to any Seller Party under the Federal Bankruptcy
Code, the Amortization Date shall automatically occur, without demand, protest
or any notice of any kind, all of which are hereby expressly waived by each
Seller Party and (B) upon the occurrence of an Amortization Event described in
Section 9.1(a), 9.1(d) or 9.1(e), by three (3) Business Days' notice to the
Agent, each other Purchaser and Seller, the affected Financial Institution in
the case of a Section 9.1(a) Amortization Event and any Financial Institution in
the case of a Section 9.1(d) or 9.1(e) Amortization Event may terminate its
Commitment hereunder, whereupon such Financial Institution shall be deemed to be
a "Terminating Financial Institution" for all purposes hereof; (iii) to the
fullest extent permitted by applicable law, declare that the Default Fee shall
accrue with respect to any of the Aggregate Unpaids outstanding at such time;
(iv) deliver the Collection Notices to the Collection Banks; (v) notify Obligors
of the Purchasers' interest in the Receivables; and (vi) notify Provider of the
Purchaser's interest in the Demand Note, make demand for any and all payments
due thereunder and direct that such payments be made directly to the Agent or
its designee. The aforementioned rights and remedies shall be without
limitation, and shall be in addition to all other rights and remedies of the
Agent and the Purchasers otherwise available under any other provision of this
Agreement, by operation of law, at equity or otherwise, all of which are hereby
expressly preserved, including, without limitation, all rights and remedies
provided under the UCC, all of which rights shall be cumulative.



                                    Page 38
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                    ARTICLE X
                                 INDEMNIFICATION

         Section 10.1 Indemnities by The Seller Parties. Without limiting any
other rights that the Agent, any Purchaser, any Funding Source or any of their
respective Affiliates may have hereunder or under applicable law, (A) Seller
hereby agrees to indemnify (and pay upon demand to) the Agent, each Purchaser,
each Funding Source and their respective Affiliates, assigns, officers,
directors and employees (each an "Indemnified Party") from and against any and
all damages, losses, claims, taxes, liabilities, costs, expenses and for all
other amounts payable, including reasonable attorneys' fees (which attorneys may
be employees of the Agent or such Purchaser) and disbursements (all of the
foregoing being collectively referred to as "Indemnified Amounts") awarded
against or incurred by any of them arising out of or as a result of this
Agreement, or the use of the proceeds of any purchase hereunder, or the
acquisition, funding or ownership, either directly or indirectly, by a Purchaser
or a Funding Source of a Purchaser Interest or of an interest in the
Receivables, or any Receivable or any Contract or any Writing, or any action of
any Seller Party, any Originator, Morningstar or any Affiliate of any of the
foregoing and (B) the Servicers hereby agree to indemnify (and pay upon demand
to) each Indemnified Party for Indemnified Amounts awarded against or incurred
by any of them arising out of any Servicer's activities as Servicer hereunder
excluding, however, in all of the foregoing instances under the preceding
clauses (A) and (B):

                                    (i) Indemnified Amounts to the extent a
         final judgment of a court of competent jurisdiction holds that such
         Indemnified Amounts resulted from gross negligence or willful
         misconduct on the part of the Indemnified Party seeking
         indemnification;

                                    (ii) Indemnified Amounts to the extent the
         same includes losses in respect of Receivables that are uncollectible
         on account of the insolvency, bankruptcy or lack of creditworthiness of
         the related Obligor; or

                                    (iii) franchise taxes and taxes imposed by
         the jurisdiction in which such Indemnified Party's principal executive
         office is located, on or measured by the overall net income of such
         Indemnified Party to the extent that the computation of such taxes is
         consistent with the characterization for income tax purposes of the
         acquisition by the Purchasers of Purchaser Interests as a loan or loans
         by the Purchasers to Seller secured by the Receivables, the Related
         Security, the Collection Accounts and the Collections;

provided, however, that nothing contained in this sentence shall limit the
liability of any Seller Party or limit the recourse of the Purchasers to any
Seller Party for amounts otherwise



                                    Page 39
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


specifically provided to be paid by such Seller Party under the terms of this
Agreement. Without limiting the generality of the foregoing indemnification,
Seller shall indemnify each Indemnified Party for Indemnified Amounts
(including, without limitation, losses in respect of uncollectible receivables,
regardless of whether reimbursement therefor would constitute recourse to Seller
or any Servicer) relating to or resulting from:

                                    (i) any representation or warranty made by
         any Seller Party or any Originator or Morningstar in its capacity as
         seller under the Receivables Sale Agreement or Receivables Transfer
         Agreement, as applicable (or any officers of any such Person) under or
         in connection with this Agreement, any other Transaction Document or
         any other information or report delivered by any such Person pursuant
         hereto or thereto, which shall have been false or incorrect when made
         or deemed made;

                                    (ii) the failure by Seller, any Servicer,
         any Originator or Morningstar to comply with any applicable law, rule
         or regulation with respect to any Receivable or Writing or Contract
         related thereto, or the nonconformity of any Receivable or Writing or
         Contract included therein with any such applicable law, rule or
         regulation or any failure of any Originator or Morningstar to keep or
         perform any of its obligations, express or implied, with respect to the
         Writing or Contract;

                                    (iii) any failure of Seller, any Servicer,
         any Originator or Morningstar to perform its duties, covenants or other
         obligations in accordance with the provisions of this Agreement or any
         other Transaction Document;

                                    (iv) any products liability, personal injury
         or damage suit, or other similar claim arising out of or in connection
         with merchandise, insurance or services that are the subject of any
         Writing or Contract or any Receivable;

                                    (v) any dispute, claim, offset or defense
         (other than discharge in bankruptcy of the Obligor) of the Obligor to
         the payment of any Receivable (including, without limitation, a defense
         based on such Receivable or the related Writing or Contract not being a
         legal, valid and binding obligation of such Obligor enforceable against
         it in accordance with its terms), or any other claim resulting from the
         sale of the merchandise or service related to such Receivable or the
         furnishing or failure to furnish such merchandise or services;

                                    (vi) the commingling of Collections of
         Receivables at any time with other funds;



                                    Page 40
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                    (vii) any investigation, litigation or
         proceeding related to or arising from this Agreement or any other
         Transaction Document, the transactions contemplated hereby, the use of
         the proceeds of an Incremental Purchase or a Reinvestment, the
         ownership of the Purchaser Interests or any other investigation,
         litigation or proceeding relating to Seller, any Servicer, any
         Originator or Morningstar in which any Indemnified Party becomes
         involved as a result of any of the transactions contemplated hereby;

                                    (viii) any inability to litigate any claim
         against any Obligor in respect of any Receivable as a result of such
         Obligor being immune from civil and commercial law and suit on the
         grounds of sovereignty or otherwise from any legal action, suit or
         proceeding;

                                    (ix) any Amortization Event described in
         Section 9.1(d);

                                    (x) any failure of Seller to acquire and
         maintain legal and equitable title to, and ownership of any Receivable
         and the Related Security and Collections with respect thereto from the
         applicable Originator or Morningstar, free and clear of any Adverse
         Claim (other than as created hereunder); or any failure of Seller to
         give reasonably equivalent value to applicable Originator under the
         Receivables Sale Agreement in consideration of the transfer thereunder
         by such Originator of any Receivable, or any failure of MRC to give
         reasonably equivalent value to Morningstar under the Receivables
         Transfer Agreement in consideration of the transfer by MRC of any
         Receivable thereunder or any attempt by any Person to void such
         transfer under statutory provisions or common law or equitable action;

                                    (xi) any failure to vest and maintain vested
         in the Agent for the benefit of the Purchasers, or to transfer to the
         Agent for the benefit of the Purchasers, legal and equitable title to,
         and ownership of, a first priority perfected undivided percentage
         ownership interest (to the extent of the Purchaser Interests
         contemplated hereunder) or security interest in the Receivables, the
         Related Security and the Collections, free and clear of any Adverse
         Claim (except as created by the Transaction Documents);

                                    (xii) the failure to have filed, or any
         delay in filing, financing statements or other similar instruments or
         documents under the UCC of any applicable jurisdiction or other
         applicable laws with respect to any Receivable, the Related Security
         and Collections with respect



                                    Page 41
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         thereto, and the proceeds of any thereof, whether at the time of any
         Incremental Purchase or Reinvestment or at any subsequent time;

                                    (xiii) any action or omission by any Seller
         Party that reduces or impairs the rights of the Agent or the Purchasers
         with respect to any Receivable or the value of any such Receivable;

                                    (xiv) any attempt by any Person to void any
         Incremental Purchase or Reinvestment hereunder under statutory
         provisions or common law or equitable action; and

                                    (xv) the failure of any Receivable included
         in the calculation of the Net Receivables Balance as an Eligible
         Receivable to be an Eligible Receivable at the time so included.

         Section 10.2 Increased Cost and Reduced Return.

                  (a) If after June 30, 2000 with respect to any Funding Source
relating to the Bank One Company, or after the date hereof with respect to any
other Funding Source, any such Funding Source shall be charged any fee, expense
or increased cost on account of the adoption of any applicable law, rule or
regulation (including any applicable law, rule or regulation regarding capital
adequacy) or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
with any request or directive (whether or not having the force of law) of any
such authority, central bank or comparable agency (a "Regulatory Change"): (i)
that subjects any Funding Source to any charge or withholding on or with respect
to any Funding Agreement or a Funding Source's obligations under a Funding
Agreement, or on or with respect to the Receivables, or changes the basis of
taxation of payments to any Funding Source of any amounts payable under any
Funding Agreement (except for changes in the rate of tax on the overall net
income of a Funding Source or taxes excluded by Section 10.1) or (ii) that
imposes, modifies or deems applicable any reserve, assessment, insurance charge,
special deposit or similar requirement against assets of, deposits with or for
the account of a Funding Source, or credit extended by a Funding Source pursuant
to a Funding Agreement or (iii) that imposes any other condition the result of
which is to increase the cost to a Funding Source of performing its obligations
under a Funding Agreement, or to reduce the rate of return on a Funding Source's
capital as a consequence of its obligations under a Funding Agreement, or to
reduce the amount of any sum received or receivable by a Funding Source under a
Funding Agreement or to require any payment calculated by reference to the
amount of interests or loans held or interest received by it, then, upon demand
by the Agent, Seller shall pay to the Agent, for the benefit of the relevant
Funding Source, such amounts charged to such Funding Source or such amounts to
otherwise compensate such Funding Source for such increased cost or such
reduction.



                                    Page 42
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                                                            AMENDED AND RESTATED
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                  (b) If less than all of the Financial Institutions are subject
to any Regulatory Change giving rise to a demand by the Agent pursuant to
Section 10.2(a), each Financial Institution so subject, at the request of
Seller, the Company in such Financial Institution's Purchaser Group or the
Agent, shall assign all of its rights and obligations hereunder to (i) another
Financial Institution in such Financial Institution's Purchaser Group or (ii)
another funding entity nominated by Seller or the Agent that is acceptable to
the Company in such Financial Institution's Purchaser Group and willing to
participate in this Agreement through the Liquidity Termination Date in the
place of such notifying Financial Institution and that is not so subject;
provided that (i) the subject Financial Institution receives payment in full,
pursuant to an Assignment Agreement, of an amount equal to such notifying
Financial Institution's Pro Rata Share of the Capital and Yield owing to all of
the Financial Institutions in such Financial Institution's Purchaser Group and
all accrued but unpaid fees and other costs and expenses payable in respect of
its Pro Rata Share of the Purchaser Interests of the Financial Institutions in
such Financial Institution's Purchaser Group, and (ii) the replacement Financial
Institution otherwise satisfies the requirements of Section 12.1(b).

         Section 10.3 Other Costs and Expenses. Seller shall pay to the Agent
and each Purchaser on demand all costs and out-of-pocket expenses in connection
with the preparation, execution, delivery and administration of this Agreement,
the transactions contemplated hereby and the other documents to be delivered
hereunder, including without limitation, the cost of any Purchaser's auditors
auditing the books, records and procedures of any Seller Party, reasonable fees
and out-of-pocket expenses of legal counsel for each Purchaser and the Agent
(which such counsel may be employees of any Purchaser or the Agent) with respect
thereto and with respect to advising any Purchaser or the Agent as to their
respective rights and remedies under this Agreement. Seller shall pay to the
Agent on demand any and all costs and expenses of the Agent and the Purchasers,
if any, including reasonable counsel fees and expenses in connection with the
enforcement of this Agreement and the other documents delivered hereunder and in
connection with any restructuring or workout of this Agreement or such
documents, or the administration of this Agreement following an Amortization
Event. Seller shall reimburse each Company on demand for all other costs and
expenses incurred by such Company ("Other Costs"), including, without
limitation, the cost of auditing such Company's books by certified public
accountants, the cost of rating the Commercial Paper by independent financial
rating agencies, and the reasonable fees and out-of-pocket expenses of counsel
for such Company or any counsel for any shareholder of such Company with respect
to advising such Company or such shareholder as to matters relating to such
Company's operations.

         Section 10.4 Allocations. Each Company shall allocate the liability for
Other Costs among Seller and other Persons with whom such Company has entered
into agreements to purchase interests in receivables ("Other Sellers"). If any
Other Costs are attributable to Seller and not attributable to any Other Seller,
Seller shall be solely liable for such Other Costs. However, if Other Costs are
attributable to Other Sellers and not attributable to Seller, such Other Sellers
shall be solely liable for such Other Costs. All allocations to be



                                    Page 43
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


made pursuant to the foregoing provisions of this Article X shall be made by the
applicable Company in its sole discretion and shall be binding on Seller and the
Servicers.


                                   ARTICLE XI
                                    THE AGENT

         Section 11.1 Authorization and Action. Each Purchaser hereby designates
and appoints Bank One to act as its agent hereunder and under each other
Transaction Document, and authorizes the Agent to take such actions as agent on
its behalf and to exercise such powers as are delegated to the Agent by the
terms of this Agreement and the other Transaction Documents together with such
powers as are reasonably incidental thereto. The Agent shall not have any duties
or responsibilities, except those expressly set forth herein or in any other
Transaction Document, or any fiduciary relationship with any Purchaser, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities on the part of the Agent shall be read into this Agreement or any
other Transaction Document or otherwise exist for the Agent. In performing its
functions and duties hereunder and under the other Transaction Documents, the
Agent shall act solely as agent for the Purchasers and does not assume nor shall
be deemed to have assumed any obligation or relationship of trust or agency with
or for any Seller Party or any of such Seller Party's successors or assigns. The
Agent shall not be required to take any action that exposes the Agent to
personal liability or that is contrary to this Agreement, any other Transaction
Document or applicable law. The appointment and authority of the Agent hereunder
shall terminate upon the indefeasible payment in full of all Aggregate Unpaids.
Each Purchaser hereby authorizes the Agent to execute each of the Uniform
Commercial Code financing statements on behalf of such Purchaser (the terms of
which shall be binding on such Purchaser).

         Section 11.2 Delegation of Duties. The Agent may execute any of its
duties under this Agreement and each other Transaction Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

         Section 11.3 Exculpatory Provisions. Neither the Agent nor any of its
directors, officers, agents or employees shall be (i) liable for any action
lawfully taken or omitted to be taken by it or them under or in connection with
this Agreement or any other Transaction Document (except for its, their or such
Person's own gross negligence or willful misconduct), or (ii) responsible in any
manner to any of the Purchasers for any recitals, statements, representations or
warranties made by any Seller Party contained in this Agreement, any other
Transaction Document or any certificate, report, statement or other document
referred to or provided for in, or received under or in connection with, this
Agreement, or any other Transaction Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement, or
any other Transaction Document or any other document furnished in connection
herewith or therewith, or for any failure of any Seller Party to



                                    Page 44
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


perform its obligations hereunder or thereunder, or for the satisfaction of any
condition specified in Article VI, or for the perfection, priority, condition,
value or sufficiency of any collateral pledged in connection herewith. The Agent
shall not be under any obligation to any Purchaser to ascertain or to inquire as
to the observance or performance of any of the agreements or covenants contained
in, or conditions of, this Agreement or any other Transaction Document, or to
inspect the properties, books or records of the Seller Parties. The Agent shall
not be deemed to have knowledge of any Amortization Event or Potential
Amortization Event unless the Agent has received notice from Seller or a
Purchaser.

         Section 11.4 Reliance by Agent. The Agent shall in all cases be
entitled to rely, and shall be fully protected in relying, upon any document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to Seller), independent
accountants and other experts selected by the Agent. The Agent shall in all
cases be fully justified in failing or refusing to take any action under this
Agreement or any other Transaction Document unless it shall first receive such
advice or concurrence of the Required Purchasers or all of the Purchasers, as
applicable, as it deems appropriate and it shall first be indemnified to its
satisfaction by the Purchasers, provided that unless and until the Agent shall
have received such advice, the Agent may take or refrain from taking any action,
as the Agent shall deem advisable and in the best interests of the Purchasers.
The Agent shall in all cases be fully protected in acting, or in refraining from
acting, in accordance with a request of the Required Purchasers or all of the
Purchasers, as applicable, and such request and any action taken or failure to
act pursuant thereto shall be binding upon all the Purchasers.

         Section 11.5 Non-Reliance on Agent and Other Purchasers. Each Purchaser
expressly acknowledges that neither the Agent, nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by the Agent hereafter
taken, including, without limitation, any review of the affairs of any Seller
Party, shall be deemed to constitute any representation or warranty by the
Agent. Each Purchaser represents and warrants to the Agent that it has and will,
independently and without reliance upon the Agent or any other Purchaser and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of Seller and
made its own decision to enter into this Agreement, the other Transaction
Documents and all other documents related hereto or thereto.

         Section 11.6 Reimbursement and Indemnification. The Financial
Institutions agree to reimburse and indemnify the Agent and its officers,
directors, employees, representatives and agents, ratably based on the ratio of
each Financial Institution's Commitment to the aggregate Commitment, to the
extent not paid or reimbursed by the Seller Parties (i) for any amounts for
which the Agent, acting in its capacity as Agent, is entitled to reimbursement
by the Seller Parties hereunder and (ii) for any other expenses incurred by the
Agent,



                                    Page 45
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


in its capacity as Agent and acting on behalf of the Purchasers, in connection
with the administration and enforcement of this Agreement and the other
Transaction Documents.

         Section 11.7 Agent in its Individual Capacity. The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with Seller or any Affiliate of Seller as though the Agent were
not the Agent hereunder. With respect to the acquisition of Purchaser Interests
pursuant to this Agreement, the Agent shall have the same rights and powers
under this Agreement in its individual capacity as any Purchaser and may
exercise the same as though it were not the Agent, and the terms "Financial
Institution," "Related Financial Institution," "Purchaser," "Financial
Institutions," "Related Financial Institutions," and "Purchasers" shall include
the Agent in its individual capacity.

         Section 11.8 Successor Agent. The Agent may, upon five days' notice to
Seller and the Purchasers, and the Agent will, upon the direction of all of the
Purchasers (other than the Agent, in its individual capacity) resign as Agent.
If the Agent shall resign, then the Required Purchasers during such five-day
period shall appoint, with the consent of the Seller, such consent not to be
unreasonably withheld or delayed, from among the Purchasers a successor agent.
If for any reason no successor Agent is appointed by the Required Purchasers
during such five-day period, then effective upon the termination of such five
day period, the Purchasers shall perform all of the duties of the Agent
hereunder and under the other Transaction Documents and Seller and the Servicers
(as applicable) shall make all payments in respect of the Aggregate Unpaids
directly to the applicable Purchasers and for all purposes shall deal directly
with the Purchasers. After the effectiveness of any retiring Agent's resignation
hereunder as Agent, the retiring Agent shall be discharged from its duties and
obligations hereunder and under the other Transaction Documents and the
provisions of this Article XI and Article X shall continue in effect for its
benefit with respect to any actions taken or omitted to be taken by it while it
was Agent under this Agreement and under the other Transaction Documents.


                                   ARTICLE XII
                           ASSIGNMENTS; PARTICIPATIONS

         Section 12.1 Assignments. Each Seller Party, the Agent and each
Purchaser hereby agree and consent to the complete or partial assignment by any
Company of all or any portion of its rights under, interest in, title to and
obligations under this Agreement to any Funding Source pursuant to any Funding
Agreement or to any other Person, and upon such assignment, such Company shall
be released from its obligations so assigned. Further, each Seller Party, the
Agent and each Purchaser hereby agree that any assignee of any Company of this
Agreement or of all or any of the Purchaser Interests of any Company shall have
all of the rights and benefits under this Agreement as if the term "Company"
explicitly referred to and included such party (provided that (i) the Purchaser
Interests of any such assignee that is a Company or a commercial paper conduit
shall accrue CP Costs based on



                                    Page 46
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


such Company's Company Costs or on such commercial paper conduit's cost of
funds, respectively, and (ii) the Purchaser Interests of any other such assignee
shall accrue Yield pursuant to Section 4.1), and no such assignment shall in any
way impair the rights and benefits of any Company hereunder. Neither Seller nor
any Servicer shall have the right to assign its rights or obligations under this
Agreement.

                  (b) Any Financial Institution may at any time and from time to
time assign to one or more Persons ("Purchasing Financial Institutions") all or
any part of its rights and obligations under this Agreement pursuant to an
assignment agreement, substantially in the form set forth in Exhibit VII hereto
(the "Assignment Agreement") executed by such Purchasing Financial Institution
and such selling Financial Institution. The consent of the Company in such
selling Financial Institution's Purchaser Group and the consent of Seller shall
be required prior to the effectiveness of any such assignment; provided,
however, that in the event Seller fails to consent to any proposed Purchasing
Financial Institution during the thirty (30) day period following Seller's
initial receipt of a request for Seller's consent to any such assignment, only
the consent of the Company in such selling Financial Institution's Purchaser
Group shall thereafter be required with respect to any such assignment. Each
assignee of a Financial Institution must (i) have a short-term debt rating of
A-1 or better by Standard & Poor's Ratings Group and P-1 by Moody's Investor
Service, Inc. and (ii) agree to deliver to the Agent, promptly following any
request therefor by the Agent or the Company in such selling Financial
Institution's Purchaser Group, an enforceability opinion in form and substance
satisfactory to the Agent and such Company. Upon delivery of the executed
Assignment Agreement to the Agent, such selling Financial Institution shall be
released from its obligations hereunder to the extent of such assignment.
Thereafter the Purchasing Financial Institution shall for all purposes be a
Financial Institution party to this Agreement and shall have all the rights and
obligations of a Financial Institution (including, without limitation, the
applicable obligations of a Related Financial Institution) under this Agreement
to the same extent as if it were an original party hereto and no further consent
or action by Seller, the Purchasers or the Agent shall be required.

                  (c) Each of the Financial Institutions agrees that in the
event that it shall cease to have a short-term debt rating of A-1 or better by
Standard & Poor's Ratings Group and P-1 by Moody's Investor Service, Inc. (or,
solely in the case of CLNY, a short-term debt rating of A-2 or better by
Standard & Poor's Ratings Group and P-2 by Moody's Investor Service, Inc.) (an
"Affected Financial Institution"), such Affected Financial Institution shall be
obliged, at the request of the Company in such Affected Financial Institution's
Purchaser Group or the Agent, to assign all of its rights and obligations
hereunder to (x) another Financial Institution in such Affected Financial
Institution's Purchaser Group or (y) another funding entity nominated by the
Agent and acceptable to the Company in such Affected Financial Institution's
Purchaser Group, and willing to participate in this Agreement through the
Liquidity Termination Date in the place of such Affected Financial Institution;
provided that the Affected Financial Institution receives payment in full,
pursuant to an Assignment Agreement, of an amount equal to such Financial
Institution's Pro Rata Share of the Aggregate Capital and Yield owing to the
Financial Institutions



                                    Page 47
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


in such Affected Financial Institution's Purchaser Group and all accrued but
unpaid fees and other costs and expenses payable in respect of its Pro Rata
Share of the Purchaser Interests of the Financial Institutions in such Affected
Financial Institution's Purchaser Group.

         Section 12.2 Participations. Any Financial Institution may, in the
ordinary course of its business at any time sell to one or more Persons (each a
"Participant") participating interests in its Pro Rata Share of the Purchaser
Interests of the Financial Institutions in such Financial Institution's
Purchaser Group or any other interest of such Financial Institution hereunder.
Notwithstanding any such sale by a Financial Institution of a participating
interest to a Participant, such Financial Institution's rights and obligations
under this Agreement shall remain unchanged, such Financial Institution shall
remain solely responsible for the performance of its obligations hereunder, and
Seller, each Company and the Agent shall continue to deal solely and directly
with such Financial Institution in connection with such Financial Institution's
rights and obligations under this Agreement. Each Financial Institution agrees
that any agreement between such Financial Institution and any such Participant
in respect of such participating interest shall not restrict such Financial
Institution's right to agree to any amendment, supplement, waiver or
modification to this Agreement, except for any amendment, supplement, waiver or
modification described in Section 14.1(b)(i).


                                  ARTICLE XIII
                              INTENTIONALLY OMITTED


                                   ARTICLE XIV
                                  MISCELLANEOUS

         Section 14.1 Waivers and Amendments. No failure or delay on the part of
the Agent or any Purchaser in exercising any power, right or remedy under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other further exercise
thereof or the exercise of any other power, right or remedy. The rights and
remedies herein provided shall be cumulative and nonexclusive of any rights or
remedies provided by law. Any waiver of this Agreement shall be effective only
in the specific instance and for the specific purpose for which given.

                  (b) No provision of this Agreement may be amended,
supplemented, modified or waived except in writing in accordance with the
provisions of this Section 14.1(b). Each Company, Seller and the Agent, at the
direction of the Required Purchasers, may enter into written modifications or
waivers of any provisions of this Agreement, provided, however, that no such
modification or waiver shall:

                                     (i) without the consent of each affected
         Purchaser, (A) extend the Liquidity Termination Date or the date of any



                                    Page 48
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         payment or deposit of Collections by Seller or any Servicer, (B) reduce
         the rate or extend the time of payment of Yield or any CP Costs (or any
         component of Yield or CP Costs), (C) reduce any fee payable to the
         Agent for the benefit of the Purchasers, (D) except pursuant to Article
         XII hereof, change the amount of the Capital of any Purchaser, any
         Financial Institution's Pro Rata Share, any Company's Pro Rata Share,
         any Financial Institution's Commitment or any Company's Company
         Purchase Limit (other than, to the extent applicable, pursuant to
         Section 4.6), (E) amend, modify or waive any provision of the
         definition of Required Purchasers or this Section 14.1(b), (F) consent
         to or permit the assignment or transfer by Seller of any of its rights
         and obligations under this Agreement, (G) change the definition of
         "Eligible Receivable,""Loss Reserve," Yield and Servicer Reserve,"
         "Default Ratio," "Delinquency Ratio," "Dilution Reserve," or "Dilution
         Ratio" or (H) amend or modify any defined term (or any defined term
         used directly or indirectly in such defined term) used in clauses (A)
         through (G) above in a manner that would circumvent the intention of
         the restrictions set forth in such clauses; or

                                     (ii) without the written consent of the
         then Agent, amend, modify or waive any provision of this Agreement if
         the effect thereof is to affect the rights or duties of such Agent.

Notwithstanding the foregoing, (i) without the consent of the Financial
Institutions, but with the consent of Seller, the Agent may amend this Agreement
solely to add additional Persons as Financial Institutions hereunder and (ii)
the Agent, the Required Purchasers and each Company may enter into amendments to
modify any of the terms or provisions of Article XI, Article XII, Section 14.13
or any other provision of this Agreement without the consent of any Seller
Party, provided that such amendment has no negative impact upon such Seller
Party. Any modification or waiver made in accordance with this Section 14.1
shall apply to each of the Purchasers equally and shall be binding upon each
Seller Party, the Purchasers and the Agent.

         Section 14.2 Notices. Except as provided in this Section 14.2, all
communications and notices provided for hereunder shall be in writing (including
bank wire, telecopy or electronic facsimile transmission or similar writing) and
shall be given to the other parties hereto at their respective addresses or
telecopy numbers set forth on Schedule E hereto or at such other address or
telecopy number as such Person may hereafter specify for the purpose of notice
to each of the other parties hereto. Each such notice or other communication
shall be effective if given by telecopy, upon the receipt thereof, if given by
mail, three (3) Business Days after the time such communication is deposited in
the mail with first class postage prepaid or if given by any other means, when
received at the address specified in this Section 14.2. Seller hereby authorizes
the Agent and the Purchasers to effect purchases and, selections of CP (Tranche)
Accrual Periods, Tranche Periods and Discount Rates based on telephonic notices
made by any Person whom the Agent or applicable



                                    Page 49
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                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


Purchaser in good faith believes to be acting on behalf of Seller. Seller agrees
to deliver promptly to the Agent and each applicable Purchaser a written
confirmation of each telephonic notice signed by an authorized officer of
Seller; provided, however, the absence of such confirmation shall not affect the
validity of such notice. If the written confirmation differs from the action
taken by the Agent or applicable Purchaser, the records of the Agent or
applicable Purchaser shall govern absent manifest error.

         Section 14.3 Ratable Payments. If any Purchaser, whether by setoff or
otherwise, has payment made to it with respect to any portion of the Aggregate
Unpaids owing to such Purchaser (other than payments received pursuant to
Section 10.2 or 10.3) in a greater proportion than that received by any other
Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such
Purchaser agrees, promptly upon demand, to purchase for cash without recourse or
warranty a portion of such Aggregate Unpaids held by the other Purchasers so
that after such purchase each Purchaser will hold its ratable proportion of such
Aggregate Unpaids; provided that if all or any portion of such excess amount is
thereafter recovered from such Purchaser, such purchase shall be rescinded and
the purchase price restored to the extent of such recovery, but without
interest.

         Section 14.4 Protection of Ownership Interests of the Purchasers.
Seller agrees that from time to time, at its expense, it will promptly execute
and deliver all instruments and documents, and take all actions, that may be
necessary or reasonably desirable, or that the Agent may request, to perfect,
protect or more fully evidence the Purchaser Interests, or to enable the Agent
or the Purchasers to exercise and enforce their rights and remedies hereunder.
Without limiting the foregoing, Seller will, upon the request of the Agent,
execute and file such financing or continuation statements, or amendments
thereto or assignments thereof, and such other instruments and documents, that
may be necessary or desirable, or that the Agent may reasonably request, to
perfect, protect or evidence such Purchaser Interests. At any time after the
occurrence and during the continuation of an Amortization Event, the Agent may,
or the Agent may direct Seller or any Servicer to, notify the Obligors of
Receivables, at Seller's expense, of the ownership or security interests of the
Purchasers under this Agreement and may also direct that payments of all amounts
due or that become due under any or all Receivables be made directly to the
Agent or its designee. Seller or the Servicers (as applicable) shall, at any
Purchaser's request, withhold the identity of such Purchaser in any such
notification.

                  (b) If any Seller Party fails to perform any of its
obligations hereunder, the Agent or any Purchaser may (but shall not be required
to) perform, or cause performance of, such obligations, and the Agent's or such
Purchaser's costs and expenses incurred in connection therewith shall be payable
by Seller as provided in Section 10.3. Each Seller Party irrevocably authorizes
the Agent at any time and from time to time in the sole discretion of the Agent,
and appoints the Agent as its attorney-in-fact, to act on behalf of such Seller
Party (i) to execute on behalf of Seller as debtor and to file financing or
continuation statements (and amendments thereto and assignments thereof)
necessary or desirable in the Agent's sole discretion to perfect and to maintain
the perfection and priority



                                    Page 50
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


of the interest of the Purchasers in the Receivables and (ii) to file a carbon,
photographic or other reproduction of this Agreement or any financing statement
with respect to the Receivables as a financing statement in such offices as the
Agent in its sole discretion deems necessary or desirable to perfect and to
maintain the perfection and priority of the interests of the Purchasers in the
Receivables. This appointment is coupled with an interest and is irrevocable.
The authorization set forth in the second sentence of this Section 14.4(b) is
intended to meet all requirements for authorization by a debtor under Article 9
of any applicable enactment of the UCC, including, without limitation, Section
9-509 thereof.

         Section 14.5 Confidentiality. Each Seller Party and each Purchaser
shall maintain and shall cause each of its employees and officers to maintain
the confidentiality of this Agreement and the other confidential or proprietary
information with respect to the Agent and each Purchaser and their respective
businesses obtained by it or them in connection with the structuring,
negotiating and execution of the transactions contemplated herein, except that
such Seller Party and such Purchaser and its officers and employees may disclose
such information to such Seller Party's and such Purchaser's external
accountants and attorneys and as required by any applicable law or order of any
judicial or administrative proceeding.

                  (b) Anything herein to the contrary notwithstanding, each
Seller Party hereby consents to the disclosure of any nonpublic information with
respect to it (i) to the Agent, the Financial Institutions or the Companies by
each other, (ii) by the Agent or the Purchasers to any prospective or actual
assignee or participant of any of them and (iii) by the Agent or any Purchaser
to any rating agency, Funding Source, Commercial Paper dealer or provider of a
surety, guaranty or credit or liquidity enhancement to any Company or any entity
organized for the purpose of purchasing, or making loans secured by, financial
assets for which Bank One or CLNY acts as the administrative agent and to any
officers, directors, employees, outside accountants and attorneys of any of the
foregoing. In addition, the Purchasers and the Agent may disclose any such
nonpublic information pursuant to any law, rule, regulation, direction, request
or order of any judicial, administrative or regulatory authority or proceedings
(whether or not having the force or effect of law).

         Section 14.6 Bankruptcy Petition. Seller, the Servicers, the Agent and
each Financial Institution hereby covenants and agrees that, prior to the date
that is one year and one day after the payment in full of all outstanding senior
indebtedness of any Funding Source that is a special purpose bankruptcy remote
entity or of any Company, it will not institute against, or join any other
Person in instituting against, any such entity or any Company any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
similar proceeding under the laws of the United States or any state of the
United States.



                                    Page 51
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         Section 14.7 Limitation of Liability. Except with respect to any claim
arising out of the willful misconduct or gross negligence of any Company, the
Agent or any Financial Institution, no claim may be made by any Seller Party or
any other Person against any Company, the Agent or any Financial Institution or
their respective Affiliates, directors, officers, employees, attorneys or agents
for any special, indirect, consequential or punitive damages in respect of any
claim for breach of contract or any other theory of liability arising out of or
related to the transactions contemplated by this Agreement, or any act, omission
or event occurring in connection therewith; and each Seller Party hereby waives,
releases, and agrees not to sue upon any claim for any such damages, whether or
not accrued and whether or not known or suspected to exist in its favor.

         Section 14.8 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF
THE STATE OF ILLINOIS.

         Section 14.9 CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED
BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH SELLER PARTY HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING
PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION.
ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER
OR ANY AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS
AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

         Section 14.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY
SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.



                                    Page 52
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         Section 14.11 Integration; Binding Effect; Survival of Terms.

                  (a) This Agreement and each other Transaction Document contain
the final and complete integration of all prior expressions by the parties
hereto with respect to the subject matter hereof and shall constitute the entire
agreement among the parties hereto with respect to the subject matter hereof
superseding all prior oral or written understandings.

                  (b) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns (including any trustee in bankruptcy). This Agreement shall create and
constitute the continuing obligations of the parties hereto in accordance with
its terms and shall remain in full force and effect until terminated in
accordance with its terms; provided, however, that the rights and remedies with
respect to (i) any breach of any representation and warranty made by any Seller
Party pursu ant to Article V, (ii) the indemnification and payment provisions of
Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any
termination of this Agreement.

         Section 14.12 Counterparts; Severability; Section References. This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and
the same Agreement. Any provisions of this Agreement that are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. Unless otherwise expressly indicated, all references herein
to "Article," "Section," "Schedule" or "Exhibit" shall mean articles and
sections of, and schedules and exhibits to, this Agreement.

         Section 14.13 Bank One Roles. Each of the Purchasers acknowledges that
Bank One acts, or may in the future act, (i) as administrative agent for the
Bank One Company or any Financial Institution in the Bank One Company's
Purchaser Group, (ii) as issuing and paying agent for certain Commercial Paper,
(iii) to provide credit or liquidity enhancement for the timely payment for
certain Commercial Paper and (iv) to provide other services from time to time
for the Bank One Company or any Financial Institution in the Bank One Company's
Purchaser Group (collectively, the "Bank One Roles"). Without limiting the
generality of this Section 14.13, each Purchaser hereby acknowledges and
consents to any and all Bank One Roles and agrees that in connection with any
Bank One Role, Bank One may take, or refrain from taking, any action that it, in
its discretion, deems appropriate, including, without limitation, in its role as
administrative agent for the Bank One Company.



                                    Page 53
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         Section 14.14 Characterization. It is the intention of the parties
hereto that each purchase hereunder shall constitute and be treated as an
absolute and irrevocable sale, which purchase shall provide the applicable
Purchaser with the full benefits of ownership of the applicable Purchaser
Interest. Except as specifically provided in this Agreement, each sale of a
Purchaser Interest hereunder is made without recourse to Seller; provided,
however, that (i) Seller shall be liable to each Purchaser and the Agent for all
representations, warranties, covenants and indemnities made by Seller pursuant
to the terms of this Agreement, and (ii) such sale does not constitute and is
not intended to result in an assumption by any Purchaser or the Agent or any
assignee thereof of any obligation of Seller or any Originator or any other
Person arising in connection with the Receivables, the Related Security, or the
related Writings or Contracts, or any other obligations of Seller or any
Originator.

                  (b) In addition to any ownership interest that the Agent may
from time to time acquire pursuant hereto, Seller hereby grants to the Agent for
the ratable benefit of the Purchasers a valid and perfected security interest in
all of Seller's right, title and interest in, to and under all Receivables now
existing or hereafter arising, the Collections, each Lock-Box, each Collection
Account, all Related Security, all other rights and payments relating to such
Receivables, and all proceeds of any thereof prior to all other liens on and
security interests therein to secure the prompt and complete payment of the
Aggregate Unpaids. The Agent and the Purchasers shall have, in addition to the
rights and remedies that they may have under this Agreement, all other rights
and remedies provided to a secured creditor under the UCC and other applicable
law, which rights and remedies shall be cumulative.

         Section 14.15 Withholding. Any Purchaser that is not incorporated under
the laws of the United States of America, or a state thereof, agrees to deliver
to the Agent (with copies to Seller) two duly completed copies of United States
Internal Revenue Service Forms W- 8BEN or W-8ECI, certifying in either case that
such Purchaser is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes.

         Section 14.16 Confirmation and Ratification of Terms.

                  (a) Upon the effectiveness of this Agreement, each reference
to the Original Agreement in any other Transaction Document, and any document,
instrument or agreement executed and/or delivered in connection with the
Original Agreement or any other Transaction Document, shall mean and be a
reference to this Agreement.

                  (b) The other Transaction Documents and all agreements,
instruments and documents executed or delivered in connection with the Original
Agreement or any other Transaction Document shall each be deemed to be amended
to the extent necessary, if any, to give effect to the provisions of this
Agreement, as the same may be amended, modified, supplemented or restated from
time to time.



                                    Page 54
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                  (c) The effect of this Agreement is to amend and restate the
Original Agreement in its entirety, and to the extent that any rights, benefits
or provisions in favor of the Agent or any Purchaser existed in the Original
Agreement and continue to exist in this Agreement without any written waiver of
any such rights, benefits or provisions prior to the date hereof, then such
rights, benefits or provisions are acknowledged to be and to continue to be
effective from and after June 30, 2000. This Agreement is not a novation.

                  (d) The parties hereto agree and acknowledge that any and all
rights, remedies and payment provisions under the Original Agreement, including,
without limitation, any and all rights, remedies and payment provisions with
respect to (i) any representation and warranty made or deemed to be made
pursuant to the Original Agreement, or (ii) any indemnification provision, shall
continue and survive the execution and delivery of this Agreement.

                  (e) The parties hereto agree and acknowledge that any and all
amounts owing as or for Capital, Yield, CP Costs, fees, expenses or otherwise
under or pursuant to the Original Agreement, immediately prior to the
effectiveness of this Agreement shall be owing as or for Capital, Yield, CP
Costs, fees, expenses or otherwise, respectively, under or pursuant to this
Agreement.

         Section 14.17 Excess Funds. Each of Seller, each Servicer, each
Purchaser and the Agent agrees that any Company shall be liable for any claims
that such party may have against such Company only to the extent that such
Company has funds in excess of those funds necessary to pay matured and maturing
Commercial Paper of such Company and to the extent such excess funds are
insufficient to satisfy the obligations of such Company hereunder, such Company
shall have no liability with respect to any amount of such obligations remaining
unpaid and such unpaid amount shall not constitute a claim against such Company.
Any and all claims against any Company shall be subordinate to the claims
against such Company of the holders of such Company's Commercial Paper and any
Person providing liquidity support to such Company.


                            (SIGNATURE PAGES FOLLOW)



                                    Page 55
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.


                                       DAIRY GROUP RECEIVABLES, L.P.,
                                       as Seller

                                       By:  Dairy Group Receivables GP, LLC,
                                       Its: General Partner

                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:



                                      S-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                       FALCON ASSET SECURITIZATION CORPORATION,
                                       as a Company


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title: Authorized Signatory



                                       BANK ONE, NA (MAIN OFFICE CHICAGO), as a
                                       Financial Institution and as Agent


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title: Authorized Signatory



                                      S-2
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                       ATLANTIC ASSET SECURITIZATION CORP.,
                                       as a Company


                                       By:  Credit Lyonnais New York Branch
                                       Its: Attorney-In-Fact


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:



                                       CREDIT LYONNAIS NEW YORK BRANCH,
                                       as a Financial Institution


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:



                                      S-3
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT



                                       CREDIT AGRICOLE INDOSUEZ, as a Financial
                                       Institution


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:



                                      S-4
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                       ALTA-DENA CERTIFIED DAIRY, INC., as a
                                            Servicer
                                       ALTA-DENA HOLDINGS, INC., as a Servicer
                                       BELL DAIRY PRODUCTS, INC., as a Servicer
                                       BERKELEY FARMS, INC., as a Servicer
                                       COUNTRY FRESH, LLC, as a Servicer
                                       CREAMLAND DAIRIES, INC., as a Servicer
                                       DEAN NORTHEAST, LLC (f/k/a SUIZA GTL,
                                            LLC), as a Servicer
                                       DEAN FOODS ICE CREAM COMPANY, as a
                                            Servicer
                                       DEAN FOODS COMPANY OF INDIANA, INC., as a
                                            Servicer
                                       DEAN MILK COMPANY, INC., as a Servicer
                                       DEAN FOODS NORTH CENTRAL, INC., as a
                                            Servicer
                                       DEAN FOODS COMPANY OF CALIFORNIA, INC.,
                                            as a Servicer
                                       DEAN DAIRY PRODUCTS COMPANY, as a
                                            Servicer
                                       GANDY'S DAIRIES, INC., as a Servicer
                                       LAND-O-SUN DAIRIES, LLC, as a Servicer
                                       LIBERTY DAIRY COMPANY, as a Servicer
                                       MAYFIELD DAIRY FARMS, INC., as a Servicer
                                       MCARTHUR DAIRY, INC., as a Servicer
                                       MEADOW BROOK DAIRY COMPANY, as a Servicer
                                       MORNINGSTAR FOODS INC., as a Servicer
                                       PURITY DAIRIES, INCORPORATED, as a
                                            Servicer
                                       REITER DAIRY, INC., as a Servicer
                                       RYAN FOODS NORTH CENTRAL, INC., as a
                                            Servicer
                                       RYAN FOODS COMPANY, LLC, as a Servicer
                                       T. G. LEE FOODS, INC., as a Servicer
                                       TUSCAN/LEHIGH MANAGEMENT, L.L.C., as a
                                            Servicer
                                       VERIFINE DAIRY PRODUCTS CORPORATION OF
                                            SHEBOYGAN, INC., as a Servicer



                                       By:
                                          --------------------------------------
                                       Name: Cory M. Olson
                                       Title: Vice President of each of the
                                              above named Servicers



                                      S-5
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT



                                       SOUTHERN FOODS GROUP, L.P.,
                                       as a Servicer

                                       By:  SFG Management Limited Liability
                                            Company
                                       Its: General Partner


                                            By:
                                               ---------------------------------
                                            Name: Cory M. Olson
                                            Title: Vice President



                                      S-6
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                       TUSCAN/LEHIGH DAIRIES, L.P.,
                                       as a Servicer


                                       By:  Tuscan/Lehigh Management, L.L.C.
                                       Its: General Partner

                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:



                                      S-7
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                    EXHIBIT I

                                   DEFINITIONS


         As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

         "Additional Servicers" means each of GTL, Tuscan Dairies and Tuscan
Management.

         "Adverse Claim" means a lien, security interest, charge or encumbrance,
or other right or claim in, of or on any Person's assets or properties in favor
of any other Person.

         "Affected Financial Institution" has the meaning specified in Section
12.1(c).

         "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person or any Subsidiary of such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
stock, by contract or otherwise.

         "Agent" has the meaning set forth in the preamble to this Agreement.

         "Aggregate Capital" means, on any date of determination, the aggregate
amount of Capital of all Purchaser Interests outstanding on such date.

         "Aggregate Reduction" has the meaning specified in Section 1.3.

         "Aggregate Reserves" means, on any date of determination, the sum of
the Loss Reserve, the Dilution Reserve, and the Yield and Servicer Reserve.

         "Aggregate Unpaids" means, at any time, an amount equal to the sum of
all, Aggregate Capital and all other unpaid Obligations (whether due or accrued)
at such time.

         "Agreement" means this Amended and Restated Receivables Purchase
Agreement, as it may be amended or modified and in effect from time to time.

         "Agreement of General Partner" means that certain agreement dated as of
June 30, 2000 between the Agent for the benefit of the Purchasers and Dairy
Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC), as general partner
of Seller.



                                    Exh. I-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         "Amortization Date" means the earliest to occur of (i) the day on which
any of the conditions precedent set forth in Section 6.2 are not satisfied, (ii)
the Business Day immediately prior to the occurrence of an Amortization Event
set forth in Section 9.1(d)(ii), (iii) the Business Day specified in a written
notice from the Agent following the occurrence of any other Amortization Event,
and (iv) the date that is 15 Business Days after the Agent's receipt of written
notice from Seller that it wishes to terminate the facility evidenced by this
Agreement.

         "Amortization Event" has the meaning specified in Article IX.

         "Applicable Percentage" means, as of any date of determination, the
Applicable Percentage, under and as defined in the Dean Credit Agreement (as in
effect from time to time notwithstanding any language to the contrary contained
in the definition of "Dean Credit Agreement"), applicable to Revolving Loans
under and as defined in the Dean Credit Agreement (as in effect from time to
time notwithstanding any language to the contrary contained in the definition of
"Dean Credit Agreement").

         "Assignment Agreement" has the meaning set forth in Section 12.1(b).

         "Authorized Officer" means, with respect to any Person, its president,
corporate controller, treasurer or chief financial officer.

         "Bank One" means Bank One, NA (Main Office Chicago) in its individual
capacity and its successors.

         "Bank One Company" has the meaning set forth in the Preliminary
Statements to this Agreement.

         "Broken Funding Costs" means for any Purchaser Interest that: (i) has
its Capital reduced (A) without compliance by Seller with the notice
requirements hereunder or (B) in the case of any Purchaser Interest of the CL
Company or any Purchaser Interest of the Bank One Company other than any
Purchaser Interest funded substantially with Pooled Commercial Paper, on any
date other than a Settlement Date hereunder or (ii) does not become subject to
an Aggregate Reduction following the delivery of any Reduction Notice or (iii)
is assigned or funded pursuant to a Funding Agreement or otherwise transferred
or terminated prior to the date on which it was originally scheduled to end; an
amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable)
that would have accrued during the remainder of the Tranche Periods or the
tranche periods for Commercial Paper determined by the applicable Purchaser to
relate to such Purchaser Interest (as applicable) subsequent to the date of such
reduction, assignment or termination (or in respect of clause (ii) above, the
date such Aggregate Reduction was designated to occur pursuant to the Reduction
Notice) of the Capital of such Purchaser Interest if such reduction, assignment
or termination had not occurred or such Reduction Notice had not been delivered,
over (B) the sum of (x) to the extent all or a portion of such Capital is
allocated to another Purchaser Interest, the amount



                                    Exh. I-2
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


of CP Costs or Yield actually accrued during the remainder of such period on
such Capital for the new Purchaser Interest, and (y) to the extent such Capital
is not allocated to another Purchaser Interest, the income, if any, actually
received net of any costs of redeployment of funds during the remainder of such
period by the holder of such Purchaser Interest from investing the portion of
such Capital not so allocated. In the event that the amount referred to in
clause (B) exceeds the amount referred to in clause (A), the relevant Purchaser
or Purchasers agree to pay to Seller the amount of such excess. All Broken
Funding Costs shall be due and payable hereunder upon demand.

         "Business Day" means any day on which banks are not authorized or
required to close in New York, New York or Chicago, Illinois or any other city
specified in writing by a Purchaser to the Agent, each other Purchaser and the
Seller, and The Depository Trust Company of New York is open for business, and,
if the applicable Business Day relates to any computation or payment to be made
with respect to the LIBO Rate, any day on which dealings in dollar deposits are
carried on in the London interbank market.

         "Capital" of any Purchaser Interest means, at any time, (A) the
Purchase Price of such Purchaser Interest, minus (B) the sum of the aggregate
amount of Collections and other payments received by the Agent or the applicable
Purchaser that in each case are applied to reduce such Capital in accordance
with the terms and conditions of this Agreement; provided that such Capital
shall be restored (in accordance with Section 2.5) in the amount of any
Collections or other payments so received and applied if at any time the
distribution of such Collections or payments are rescinded, returned or refunded
for any reason.

         "Change of Control" means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of 20% or more of the outstanding shares of voting stock or other
equity interest of any Seller Party.

         "Charged-Off Receivable" means a Receivable: (i) as to which the
Obligor thereof has taken any action, or suffered any event to occur, of the
type described in Section 9.1(d) (as if references to Seller Party therein refer
to such Obligor); (ii) as to which the Obligor thereof, if a natural person, is
deceased, (iii) that has been written off Seller's books as uncollectible, (iv)
that, consistent with the applicable Originator's or Morningstar's Credit and
Collection Policy, would be written off Seller's books as uncollectible, (v)
that has been identified by Seller as uncollectible or (vi) as to which any
payment, or part thereof, remains unpaid for 90 days or more from the original
invoice date for such payment.

         "CL Company" has the meaning set forth in the Preliminary Statements to
this Agreement.

         "CLNY" has the meaning set forth in the Preliminary Statements to this
Agreement.

         "Closing Date" means December 21, 2001.



                                    Exh. I-3
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         "Collateral Agent" means First Union National Bank, in its capacity as
administrative agent under the Dean Credit Agreement.

         "Collection Account" means each concentration account, depositary
account, lock- box account or similar account in which any Collections are
collected or deposited and that is listed on Exhibit IV.

         "Collection Account Agreement" means each agreement substantially in
the form of Exhibit VI, or such other form as may be acceptable to the Agent,
among the applicable Originator, the Seller, Collection Bank and the Agent.

         "Collection Bank" means, at any time, any of the banks holding one or
more Collection Accounts.

         "Collection Notice" means a notice, in substantially the form of Annex
A to Exhibit VI, from the Agent to a Collection Bank or any similar or analogous
notice from the Agent to a Collection Bank.

         "Collections" means, with respect to any Receivable, all cash
collections and other cash proceeds in respect of such Receivable, including,
without limitation, all yield, Finance Charges or other related amounts accruing
in respect thereof and all cash proceeds of Related Security with respect to
such Receivable.

         "Commercial Paper" means promissory notes of any Company issued by such
Company in the commercial paper market.

         "Commitment" means, for each Financial Institution, the commitment of
such Financial Institution to purchase Purchaser Interests from Seller to the
extent that the Company in such Financial Institution's Purchaser Group declines
to purchase such Purchaser Interest, in an amount not to exceed (i) in the
aggregate, the amount set forth opposite such Financial Institution's name on
Schedule A to this Agreement, as such amount may be modified in accordance with
the terms hereof (including, without limitation, any termination of Commitments
pursuant to Section 4.6 hereof) and (ii) with respect to any individual purchase
hereunder, its Pro Rata Share of the Purchase Price therefor.

         "Company" has the meaning set forth in the preamble to this Agreement.

         "Company Costs" means:

                  (i) for any Purchaser Interest purchased by the Bank One
Company and funded substantially with Pooled Commercial Paper (as defined
below), for any day, the sum of (i) discount or yield accrued on Pooled
Commercial Paper on such day, plus (ii) any and all accrued commissions in
respect of placement agents and Commercial Paper dealers, and issuing and paying
agent fees incurred, in respect of such Pooled Commercial Paper for



                                    Exh. I-4
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


such day, plus (iii) other costs associated with funding small or odd-lot
amounts with respect to all receivable purchase facilities which are funded by
Pooled Commercial Paper for such day, minus (iv) any accrual of income net of
expenses received on such day from investment of collections received under all
receivable purchase facilities funded substantially with Pooled Commercial
Paper, minus (v) any payment received on such day net of expenses in respect of
broken funding costs related to the prepayment of any purchaser interest of the
Bank One Company pursuant to the terms of any receivable purchase facilities
funded substantially with Pooled Commercial Paper. In addition to the foregoing
costs, if Seller shall request any Incremental Purchase during any period of
time determined by the Bank One Company (or by the Bank One Company's agent on
its behalf) in its sole discretion to result in incrementally higher Company
Costs with respect to the Bank One Company applicable to such Incremental
Purchase by the Bank One Company, the Capital associated with any such
Incremental Purchase shall, during such period, be deemed to be funded by the
Bank One Company in a special pool (which may include capital associated with
other receivable purchase facilities) for purposes of determining such
additional Company Costs applicable only to such special pool and charged each
day during such period against such Capital. Each Purchaser Interest funded
substantially with Pooled Commercial Paper will accrue Company Costs with
respect to the Bank One Company each day on a pro rata basis, based upon the
percentage share the Capital in respect of such Purchaser Interest represents in
relation to all assets held by the Bank One Company and funded substantially
with Pooled Commercial Paper. For the purposes of this paragraph (i), "Pooled
Commercial Paper" means Commercial Paper notes of the Bank One Company subject
to any particular pooling arrangement by the Bank One Company, but excluding
Commercial Paper issued by the Bank One Company for a tenor and in an amount
specifically requested by any Person in connection with any agreement effected
by the Bank One Company. For each Settlement Period, the Bank One Company shall
calculate its aggregate Company Costs for such Settlement Period and report such
Company Costs to the Agent pursuant to Section 3.3 of this Agreement.

                  (ii) for any Purchaser Interest purchased by the Bank One
Company other than any Purchaser Interest funded substantially with Pooled
Commercial Paper, an amount equal to the Capital of such Purchaser Interest
multiplied by a per annum rate equivalent to the "weighted average cost" (as
defined below) related to the issuance of Commercial Paper of the Bank One
Company that is allocated, in whole or in part, to fund the Bank One Company's
Pro Rata Share of Aggregate Capital (and which may also be allocated in part to
the funding of other assets of the Bank One Company); provided, however, that if
any component of such rate is a discount rate, in calculating such rate for the
Bank One Company's Pro Rata Share of the Aggregate Capital for such date, the
rate used to calculate such component of such rate shall be a rate resulting
from converting such discount rate to an interest bearing equivalent rate per
annum. As used in this definition, the "weighted average cost" shall consist of
(x) the actual interest rate paid to purchasers of Commercial Paper issued by
the Bank One Company, (y) the costs associated with the issuance of such
Commercial Paper (including dealer fees and commissions to placement agents),
and (z) interest on other borrowing or funding sources by the Bank One Company,



                                    Exh. I-5
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


including to fund small or odd dollar amounts that are not easily accommodated
in the commercial paper market; and

                  (iii) for any Purchaser Interest purchased by the CL Company,
for any CP (Tranche) Accrual Period, an amount equal to the Capital of such
Purchaser Interest multiplied by a rate per annum equal to the sum of (i) the
rate or, if more than one rate, the weighted average of the rates, determined by
converting to an interest-bearing equivalent rate per annum the discount rate
(or rates) at which Commercial Paper of the CL Company having a term equal to
such CP (Tranche) Accrual Period and to be issued to fund or to maintain such
Purchaser Interest by the CL Company (including, without limitation, the related
Capital and accrued and unpaid interest thereon) may be sold by any placement
agent or commercial paper dealer selected by CLNY (or other agent of the CL
Company) for the CL Company, as agreed between each such placement agent or
dealer and CLNY (or such other agent); plus, (ii) the commissions and charges
charged by such placement agent or dealer with respect to such Commercial Paper
of the CL Company, expressed as a percentage of such face amount, converted to
an interest-bearing equivalent rate per annum.

         "Company Purchase Limit" means, for each Company, the purchase limit of
such Company with respect to the purchase of Purchaser Interests from Seller, in
an amount not to exceed (i) in the aggregate, the amount set forth opposite such
Company's name on Schedule A to this Agreement, as such amount may be modified
in accordance with the terms hereof (including Section 4.6(b)) and (ii) with
respect to any individual purchase hereunder, its Pro Rata Share of the Purchase
Price therefor.

         "Consent Notice" has the meaning set forth in Section 4.6(a).

         "Consent Period" has the meaning set forth in Section 4.6(a).

         "Concentration Limit" means, at any time, (a) for any Obligor other
than an Obligor for which a Special Concentration Limit has been designated, 3%
of the aggregate Outstanding Balance of all Eligible Receivables, or (b) for
Wal-Mart Stores, Inc., 12%, for Albertson's Inc., 7%, and for any other Obligor
designated by Agent, such other percentage as Agent may designate (each of the
foregoing, a "Special Concentration Limit"); provided, that in the case of an
Obligor and any Affiliate of such Obligor, the Concentration Limit shall be
calculated as if such Obligor and such Affiliate are one Obligor; and provided,
further, that the Required Purchasers may, upon not less than five Business
Days' notice to Seller, cancel any Special Concentration Limit.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of



                                    Exh. I-6
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


such other Person against loss, including, without limitation, any comfort
letter, operating agreement, take-or-pay contract or application for a letter of
credit.

         "Contract" means, with respect to any Receivable, any and all written
or oral agreements pursuant to which such Receivable arises or that evidences
such Receivable.

         "Country Fresh" means Country Fresh, LLC, a Michigan limited liability
company.

         "CP (Pool) Accrual Period" means, with respect to any Purchaser
Interest held by the Bank One Company and funded substantially with Pooled
Commercial Paper, each calendar month.

         "CP (Tranche) Accrual Period" means (i) with respect to any Purchaser
Interest held by the Bank One Company other than any Purchaser Interest funded
substantially with Pooled Commercial Paper, a period of at least 1 day and not
to exceed 90 days as selected by Seller pursuant to Section 3.4 and approved by
the Agent; and (ii) with respect to any Purchaser Interest held by the CL
Company, a period commencing on, and including, the date selected by CLNY (as
agent for the CL Company), or the last day of the immediately preceding CP
(Tranche) Accrual Period for such Purchaser Interest (whichever is latest) and
ending on, but excluding, the date that falls such number of days (of at least
one day and not to exceed 90 days) thereafter as CLNY (as agent for the CL
Company) shall select (provided that not more than 10 CP (Tranche) Accrual
Periods with respect to Purchaser Interests of the CL Company shall be in effect
at any one time); provided, however, that (i) any CP (Tranche) Accrual Period
(other than of one day) that would otherwise end on a day that is not a Business
Day shall be extended to the next succeeding Business Day, (ii) in the case of
CP (Tranche) Accrual Periods of one day, (A) the initial CP (Tranche) Accrual
Period shall be the day of the related Incremental Purchase; and (B) any
subsequently occurring CP (Tranche) Accrual Period that is one day shall, if the
immediately preceding CP (Tranche) Accrual Period is more than one day, be the
last day of such immediately preceding CP (Tranche) Accrual Period, and if the
immediately preceding CP (Tranche) Accrual Period is one day, be the day next
following such immediately preceding CP (Tranche) Accrual Period; and (iii) in
the case of any CP (Tranche) Accrual Period that commences before the
Amortization Date and would otherwise end on a date occurring after the
Amortization Date, such CP (Tranche) Accrual Period shall end on the
Amortization Date. The duration of each CP (Tranche) Accrual Period that
commences after the Amortization Date shall be of such duration as selected by
the applicable Company.

         "CP Costs" means, for each day, the aggregate discount or yield accrued
with respect to the Purchaser Interests of each respective Company as determined
in accordance with the definition of "Company Costs."

         "Credit Ag" has the meaning set forth in the Preliminary Statements to
this Agreement.



                                    Exh. I-7
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         "Credit and Collection Policy" means each Originator's and
Morningstar's credit and collection policies and practices relating to Writings,
Contracts and Receivables existing on the date hereof and summarized in Exhibit
VIII hereto, as modified from time to time in accordance with this Agreement.

         "Dean Acquisition" means any transaction, or any series of related
transactions, by which Suiza Foods Corporation or any of its Subsidiaries (i)
acquires the going business of Dean Foods, Inc. or all or substantially all of
the assets of Dean Foods, Inc., whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or in a
series of transactions) at least a majority (in number of votes) of the
securities of Dean Foods, Inc. which have ordinary voting power for the election
of directors or a majority (by percentage of voting power) of the equity
interests of Dean Foods, Inc.

         "Dean Credit Agreement" means that certain Credit Agreement, dated as
of July 31, 2001, by and among Provider, certain Subsidiaries of Provider, the
financial institutions party thereto as lenders, Bank One, NA, as syndication
agent, Harris Trust and Savings Bank and Suntrust Bank, as co-documentation
agents and First Union National Bank, as administrative agent, as amended by the
First Amendment to Credit Agreement, dated as of December 19, 2001, and as in
effect on the date hereof, without giving effect to any further amendment or
other modification thereof.

         "Dean Entity" means each of the entities listed on Schedule C to this
Agreement.

         "Dean Financial Covenants" means the financial covenants set forth in
Section 5.9 of the Dean Credit Agreement.

         "Deemed Collections" means the aggregate of all amounts Seller shall
have been deemed to have received as a Collection of a Receivable. Seller shall
be deemed to have received a Collection of a Receivable at any time (i) to the
extent that the Outstanding Balance of any such Receivable is either (x) reduced
as a result of any defective or rejected goods or services, any discount, rebate
or any adjustment or otherwise by Seller (other than cash Collections on account
of the Receivables and other than Receivables that, consistent with the
applicable Originator's or Morningstar's Credit and Collection Policy, have been
written off Seller's books as uncollectible other than as a result of any of the
other conditions or events set forth in this definition) or (y) reduced or
canceled as a result of a setoff in respect of any claim by any Person (whether
such claim arises out of the same or a related transaction or an unrelated
transaction) or (ii) any of the representations or warranties in Article V are
no longer true with respect to such Receivable or (iii) the failure of any
Contract with respect to such Receivable to create a legal, valid and binding
obligation of the related Obligor to pay the Outstanding Balance of the
Receivable created thereunder and any accrued interest thereon or (iv) the
failure of any Writing to give rise to a valid and enforceable Receivable in the
amount of the Outstanding Balance thereof.



                                    Exh. I-8
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         "Default Fee" means with respect to any amount due and payable by
Seller in respect of any Aggregate Unpaids, an amount equal to interest on any
such unpaid Aggregate Unpaids at a rate per annum equal to 2% above the Prime
Rate.

         "Default Ratio" means, as at the end of any calendar month, a
percentage equal to (a) the sum of (i) the Outstanding Balance of all
Receivables as to which any payment, or part thereof, remains unpaid for 90 days
or more from the original invoice date for such payment plus (ii) the
Outstanding Balance of all Receivables that were written off Seller's books as
uncollectible during such calendar month, divided by (b) the aggregate
Outstanding Balance of all Receivables.

         "Defaulted Receivable" means a Receivable as to which any payment, or
part thereof, remains unpaid for 90 days or more from the original invoice date
for such payment.

         "Delinquency Ratio" means, for a calendar month, a percentage equal to
(a) the Outstanding Balance of all Delinquent Receivables as at the end of such
calendar month divided by (b) the Outstanding Balance of all Receivables.

         "Delinquent Receivable" means a Receivable as to which any payment, or
part thereof, remains unpaid for at least 60 days but not more than 90 days from
the original invoice date for such payment.

         "Demand Note" means, that certain promissory note, dated as of December
21, 2001, by Dean Foods Company (as successor-in-interest to Suiza Foods
Corporation) in favor of Seller, in the maximum principal sum of $21,325,653, as
amended, renewed, supplemented or otherwise modified from time to time.

         "Dilution Ratio" means, as at the end of any calendar month, a
percentage equal to (i) the aggregate amount of all Dilutions arising during
such calendar month (other than Rebate/Billbacks) with respect to all
Receivables divided by (ii) the aggregate amount of sales by all Originators for
the calendar month ending two months prior to such calendar month.

         "Dilution Reserve" means an amount equal to the result of multiplying
the Net Receivables Balance by the greater of (a) 0.07 and (b) the following:


                  (2 X ED + ((DS-ED) X (DS/ED))) X DHR

         where:

                  ED       =        the average of the Dilution Ratios for the
                                    twelve most recently-ended calendar months.



                                    Exh. I-9
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                  DS       =        the highest of the average Dilution Ratios
                                    for any two-calendar-month period occurring
                                    during the twelve most recently-ended
                                    calendar months.

                  DHR      =        the result of dividing the aggregate amount
                                    of all sales by all Originators during the
                                    prior one and a half calendar months by the
                                    aggregate Outstanding Balance of all
                                    Eligible Receivables.

         "Dilutions" means, for each calendar month, the aggregate amount of
reductions or cancellations described in clause (i) of the definition of "Deemed
Collections" during such month (other than Rebate/Billbacks).

         "Discount Rate" means, the LIBO Rate or the Prime Rate, as applicable,
with respect to each Purchaser Interest of the Financial Institutions.

         "Eligible Receivable" means, at any time, a Receivable:

                  (i) the Obligor of which (a) if a natural person, is a
         resident of the United States or, if a corporation or other business
         organization, is organized under the laws of the United States or any
         political subdivision thereof and has its chief executive office in the
         United States; (b) is not an Affiliate of any of the parties hereto;
         and (c) is not a federal or state government or a federal or state
         governmental subdivision or agency,

                  (ii) the Obligor of which is not a Top Twenty- Five Obligor
         or, in the case of any Receivable the Obligor of which is a Top
         Twenty-Five Obligor, is not the Obligor of Defaulted Receivables the
         aggregate Outstanding Balance of which constitutes more than 25% of the
         Outstanding Balance of all Receivables of such Obligor,

                  (iii) that is not a Charged-Off Receivable or a Delinquent
         Receivable,

                  (iv) that (a) by its terms is due and payable within 30 days
         of the original billing date therefor and has not had its payment terms
         extended or (b) that by its terms is due and payable within 90 days of
         the original billing date therefor and has not had its payment terms
         extended, the Outstanding Balance of which, when combined with all
         other Eligible Receivables that are due and payable within 90 days of
         the original billing date therefor, does not exceed an amount equal to
         5% of the Outstanding Balance of all Receivables; provided, however,
         that in the case of the foregoing clauses (a) and (b), no such
         Receivable shall be considered an Eligible Receivable to the extent of
         the Outstanding Balance relating to any goods giving rise to such
         Receivable that are provided on a "bill and hold" basis (i.e., are
         billed



                                   Exh. I-10
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         but held or stored at a warehouse prior to shipment to the Obligor of
         such Receivable) for so long as such goods are so held are stored;

                  (v) that is an "account" or "chattel paper" within the meaning
         of the UCC of all applicable jurisdictions,

                  (vi) that is denominated and payable only in United States
         dollars in the United States,

                  (vii) that arises either (A) under a Contract that, together
         with such Receivable, is in full force and effect and constitutes the
         legal, valid and binding obligation of the related Obligor enforceable
         against such Obligor in accordance with its terms or (B) under a
         Writing to the extent that such Receivable is the legal, valid and
         binding obligation of the related Obligor,

                  (viii) that arises under a Writing or Contract that (A) does
         not require the Obligor under such Writing or Contract to consent to
         the transfer, sale or assignment of the rights and duties of the
         applicable Originator or Morningstar or any of its assignees under such
         Writing or Contract and (B) does not contain a confidentiality
         provision that purports to restrict the ability of any Purchaser to
         exercise its rights under this Agreement, including, without
         limitation, its right to review the Writing or Contract,

                  (ix) that arises under a Contract that contains an obligation
         to pay a specified sum of money, contingent only upon the sale of goods
         or the provision of services by the applicable Originator or
         Morningstar or pursuant to a Writing that evidences the amount to be
         paid,

                  (x) that, together with the Writing or Contract related
         thereto, does not contravene any law, rule or regulation applicable
         thereto (including, without limitation, any law, rule and regulation
         relating to truth in lending, fair credit billing, fair credit
         reporting, equal credit opportunity, fair debt collection practices and
         privacy) and with respect to which no part of the Writing or Contract
         related thereto is in violation of any such law, rule or regulation,

                  (xi) that satisfies all applicable requirements of the
         applicable Credit and Collection Policy,

                  (xii) that was generated in the ordinary course of the
         applicable Originator's or Morningstar's business,

                  (xiii) that arises solely from the sale of goods or the
         provision of services to the related Obligor by the applicable
         Originator or Morningstar, and not by any other Person (in whole or in
         part),



                                   Exh. I-11
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                  (xiv) as to which the Agent has not notified Seller that the
         Agent has determined that such Receivable or class of Receivables is
         not acceptable as an Eligible Receivable, including, without
         limitation, because such Receivable arises under a Writing or Contract
         that is not acceptable to the Agent,

                  (xv) that is not subject to any right of rescission, set-off,
         counterclaim, any other defense (including defenses arising out of
         violations of usury laws) of the applicable Obligor against the
         applicable Originator or Morningstar or any other Adverse Claim, and
         the Obligor thereon holds no right as against such Originator or
         Morningstar to cause such Originator or Morningstar to repurchase the
         goods or merchandise the sale of which shall have given rise to such
         Receivable (except with respect to sale discounts effected pursuant to
         the Writing or Contract, or defective goods returned in accordance with
         the terms of the Writing or Contract); provided, however, that only
         that portion of such Receivable that is subject to any such right of
         rescission, set-off, counterclaim, other defense or Adverse Claim shall
         be considered to be ineligible pursuant to this clause (xv),

                  (xvi) that is not the subject of a Rebate/Billback; provided,
         however, that only that portion of such Receivable that is subject to
         such Rebate/Billback shall be considered to be ineligible pursuant to
         this clause (xvi),

                  (xvii) as to which the applicable Originators or Morningstar
         has satisfied and fully performed all obligations on its part with
         respect to such Receivable required to be fulfilled by it, and no
         further action is required to be performed by any Person with respect
         thereto other than payment thereon by the applicable Obligor,

                  (xviii) all right, title and interest to and in which has been
         validly transferred by the applicable Originators or Morningstar
         directly to Seller under and in accordance with the Receivables Sale
         Agreement, and Seller has good and marketable title thereto free and
         clear of any Adverse Claim,

                  (xix) that represents all or part of the sales price of
         merchandise, insurance and services within the meaning of Section
         3(c)(5) of the Investment Company Act of 1940, as amended and

                  (xix) the Obligor of which is a local municipality that, when
         the Outstanding Balance of which is aggregated with the Outstanding
         Balances of all other Eligible Receivables the Obligors of which are
         local municipalities, does not exceed 10% of the aggregate Outstanding
         Balance of all Eligible Receivables.

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



                                   Exh. I-12
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         "Extension Notice" has the meaning set forth in Section 4.6(a).

         "Facility Account" means Seller's Account No. 2000013850892 at First
Union National Bank, ABA No. 053000219.

         "Facility Termination Date" means the earliest of (i) the Liquidity
Termination Date and (ii) the Amortization Date.

         "Federal Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy," as amended and any successor statute thereto.

         "Federal Funds Effective Rate" means, for any period, a fluctuating
interest rate per annum for each day during such period equal to (a) the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the preceding
Business Day) by the Federal Reserve Bank of New York in the Composite Closing
Quotations for U.S. Government Securities; or (b) if such rate is not so
published for any day that is a Business Day, the average of the quotations at
approximately 10:30 a.m. (Chicago time) for such day on such transactions
received by the Agent from three federal funds brokers of recognized standing
selected by it.

         "Fee Letter" means each of (i) that certain letter agreement dated as
of the date hereof among Seller, the Bank One Company and Bank One, as it may be
amended or modified and in effect from time to time and (ii) that certain letter
agreement dated as of the date hereof among Seller, the CL Company and CLNY, as
it may be amended or modified and in effect from time to time.

         "Finance Charges" means, with respect to a Writing or Contract, any
finance, interest, late payment charges or similar charges owing by an Obligor
pursuant to such Writing or Contract.

         "Financial Institutions" has the meaning set forth in the preamble in
this Agreement.

         "Funding Agreement" means this Agreement and any agreement or
instrument executed by any Funding Source with or for the benefit of a Company.

         "Funding Source" means with respect to any Company (i) such Company's
Related Financial Institution(s) or (ii) any insurance company, bank or other
funding entity providing liquidity, credit enhancement or back-up purchase
support or facilities to such Company.

         "GAAP" means generally accepted accounting principles in effect in the
United States of America as of the date of this Agreement.



                                   Exh. I-13
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         "GTL" means Dean Northeast, LLC (f/ka/ Suiza GTL, LLC), a Delaware
limited liability company.

         "Immaterial Originator" means any Originator as to which the aggregate
Outstanding Balance of all Receivables sold by such Originator to Seller under
the Receivables Sale Agreement as of any date of determination is less than 10%
of the aggregate Outstanding Balance of all Receivables sold by all Originators
to Seller under the Receivables Sale Agreement as of such date.

         "Incremental Purchase" means a purchase of one or more Purchaser
Interests that increases the total outstanding Aggregate Capital hereunder.

         "Initial Servicer" means each of Morningstar, Country Fresh, Land-O-Sun
and Southern Foods.

         "Indebtedness" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
property or services (other than accounts payable arising in the ordinary course
of such Person's business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by liens or payable out of the
proceeds or production from property now or hereafter owned or acquired by such
Person, (iv) obligations that are evidenced by notes, acceptances, or other
instruments, (v) capitalized lease obligations, (vi) net liabilities under
interest rate swap, exchange or cap agreements, (vii) Contingent Obligations and
(viii) liabilities in respect of unfunded vested benefits under plans covered by
Title IV of ERISA.

         "Independent Manager" shall mean a manager of the limited liability
company that is the general partner of Seller who is not at such time, and has
not been at any time during the preceding five (5) years, (A) a director,
officer, employee or affiliate of Seller, any Originator or Morningstar, or any
of their respective Subsidiaries or Affiliates, or (B) the beneficial owner (at
the time of such Person's appointment as an Independent Manager or at any time
thereafter while serving as an Independent Manager) of any of any partnership
interest of Seller, any Originator or Morningstar, or any of their respective
Subsidiaries or Affiliates, having general voting rights.

         "Land-O-Sun" means Land-O-Sun Dairies, LLC, a Delaware limited
liability company.

         "LIBO Rate" means the rate per annum equal to the sum of (i) (a) the
applicable British Bankers' Association Interest Settlement Rate for deposits in
U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two
Business Days prior to the first day of the relevant Tranche Period, and having
a maturity equal to such Tranche Period, provided that, (i) if Reuters Screen
FRBD is not available to the Agent for any reason, the applicable LIBO Rate for
the relevant Tranche Period shall instead be the applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars



                                   Exh. I-14
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


as reported by any other generally recognized financial information service as
of 11:00 a.m. (London time) two Business Days prior to the first day of such
Tranche Period, and having a maturity equal to such Tranche Period, and (ii) if
no such British Bankers' Association Interest Settlement Rate is available to
the Agent, the applicable LIBO Rate for the relevant Tranche Period shall
instead be the rate determined by the Agent to be the rate at which Bank One
offers to place deposits in U.S. dollars with first-class banks in the London
interbank market at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Tranche Period, in the approximate amount to be
funded at the LIBO Rate and having a maturity equal to such Tranche Period,
divided by (b) one minus the maximum aggregate reserve requirement (including
all basic, supplemental, marginal or other reserves) that is imposed against the
Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the
Board of Governors of the Federal Reserve System as in effect from time to time
(expressed as a decimal), applicable to such Tranche Period plus (ii) the
Applicable Percentage. The LIBO Rate shall be rounded, if necessary, to the next
higher 1/16 of 1%.

         "Liquidity Termination Date" means December 20, 2002.

         "Local Originator" means each of Liberty Dairy Company, Mayfield Dairy
Farms, Inc., McArthur Dairy, Inc., Purity Dairies, Incorporated, Reiter Dairy,
Inc., T.G. Lee Foods, Inc., and Verifine Dairy Products Corporation of
Sheboygan, Inc.

         "Lock-Box" means each locked postal box with respect to which a bank
who has executed a Collection Account Agreement has been granted exclusive
access for the purpose of retrieving and processing payments made on the
Receivables and that is listed on Exhibit IV.

         "Lock-Box Date" is defined in Section 7.1(m).

         "Loss Reserve" means the product of (a) the Net Receivables Balance and
(b) 0.09, provided, that, if prior to September 20, 2002, the average
Delinquency Ratios, as at the end of any calendar month, for the three most
recently ended calendar months shall exceed 3.5%, then the Loss Reserve from and
after the relevant date of determination, shall be determined by multiplying the
Net Receivables Balance by the Loss Reserve Percentage.

         "Loss Reserve Percentage" means, for any Purchaser Interest on any
date, an amount equal to the greater of: (i) 2 times the Loss Ratio multiplied
by the Loss Horizon Ratio and (ii) 0.09,

where:

         Loss Ratio                 =        As at the last day of any calendar
                                             month, the highest three month
                                             rolling average Aged Receivable
                                             Ratio in the most recent twelve
                                             months prior to such month.



                                   Exh. I-15
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         Aged Receivable Ratio      =        As at the last day of any calendar
                                             month, (x) the sum of the
                                             Outstanding Balance of all
                                             Delinquent Receivables as of such
                                             day, plus the Outstanding Balance
                                             of all Charged-Off Receivables
                                             (without giving effect to clause
                                             (vi) of the definition of
                                             "Charged-Off Receivable") as of
                                             such day, divided by (y) the
                                             aggregate sales for the calendar
                                             month occurring two months
                                             immediately prior to such month.

         Loss Horizon Ratio         =        As at the last day of any calendar
                                             month, (x) the aggregate amount of
                                             sales of all of the Originators for
                                             the two calendar months ending
                                             immediately prior to such month,
                                             divided by (y) the aggregate
                                             Outstanding Balance of all Eligible
                                             Receivables as of such day.

         "Material Adverse Effect" means a material adverse effect on (i) the
financial condition or operations of any Seller Party and its Subsidiaries taken
as a whole, (ii) the ability of any Seller Party to perform its obligations
under this Agreement or Provider to perform its obligations under the
Performance Undertaking, (iii) the legality, validity or enforceability of this
Agreement or any other Transaction Document, (iv) any Purchaser's interest in
the Receivables generally or in any significant portion of the Receivables, the
Related Security or the Collections with respect thereto, or (v) the
collectibility of the Receivables generally or of any material portion of the
Receivables.

         "Monthly Report" means a report, in substantially the form of Exhibit X
hereto (appropriately completed), furnished by the Servicers to the Agent
pursuant to Section 8.5.

         "Morningstar" means Morningstar Foods Inc., a Delaware corporation.

         "MRC" means Morningstar Receivables Corp., a Delaware corporation.

         "Net Receivables Balance" means, at any time, the aggregate Outstanding
Balance of all Eligible Receivables at such time reduced by the aggregate amount
by which the Outstanding Balance of all Eligible Receivables of each Obligor and
its Affiliates exceeds the Concentration Limit for such Obligor.

         "Non-Renewing Financial Institution" has the meaning set forth in
Section 4.6(a).

         "Obligations" shall have the meaning set forth in Section 2.1.



                                   Exh. I-16
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         "Obligor" means a Person obligated to make payments pursuant to a
Writing or Contract.

         "Original Agreement" has the meaning set forth in the Preliminary
Statements to this Agreement.

         "Original Sale Agreement" has the meaning set forth in the Receivables
Sale Agreement.

         "Original Transfer Agreement" has the meaning set forth in the
Receivables Sale Agreement.

         "Originator" means each of the entities listed on Schedule D hereto, in
their respective capacities as sellers under the Receivables Sale Agreement.

         "Outstanding Balance" of any Receivable at any time means the then
outstanding principal balance thereof.

         "Participant" has the meaning set forth in Section 12.2.

         "Performance Undertaking" means that certain Performance Undertaking,
dated as of December 21, 2001, by Provider in favor of Seller, substantially in
the form of Exhibit XI, as the same may be amended, restated or otherwise
modified from time to time.

         "Periodic Report" means each Monthly Report and Weekly Report.

         "Person" means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

         "Pooled Commercial Paper" has the meaning set forth in paragraph (i) of
the definition of "Company Costs."

         "Potential Amortization Event" means an event that, with the passage of
time or the giving of notice, or both, would constitute an Amortization Event.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "Proposed Reduction Date" has the meaning set forth in Section 1.3.

         "Pro Rata Share" means, (a) for each Financial Institution, a
percentage equal to (i) the Commitment of such Financial Institution, divided by
(ii) the aggregate amount of all



                                   Exh. I-17
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


Commitments of all Financial Institutions in such Financial Institution's
Purchaser Group, adjusted as necessary to give effect to the application of the
terms of Section 4.6 and (b) for each Company, a percentage equal to (i) the
Company Purchase Limit of such Company, divided by (ii) the aggregate amount of
all Company Purchase Limits of all Companies hereunder.

         "Provider" means Dean Foods Company, a Delaware corporation, together
with its successors and assigns.

         "Purchase Limit" means $400,000,000, as such amount may be modified in
accordance with the terms of Section 4.6(b).

         "Purchase Notice" has the meaning set forth in Section 1.2.

         "Purchase Price" means, with respect to any Incremental Purchase of a
Purchaser Interest, the amount paid to Seller for such Purchaser Interest that
shall not exceed the least of (i) the amount requested by Seller in the
applicable Purchase Notice, the unused portion of the Purchase Limit on the
applicable purchase date and the excess, if any, of the Net Receivables Balance
(less the Aggregate Reserves) on the applicable purchase date over the aggregate
outstanding amount of Aggregate Capital determined as of the date of the most
recent Monthly Report, taking into account such proposed Incremental Purchase.

         "Purchaser Group" means with respect to (i) each Company, a group
consisting of such Company and its Related Financial Institutions and (ii) each
Financial Institution, a group consisting of such Financial Institution, the
Company for which such Financial Institution is a Related Financial Institution
and each other Financial Institution that is a Related Financial Institution for
such Company.

         "Purchasers" means each Company and each Financial Institution.

         "Purchaser Interest" means, at any time, an undivided percentage
ownership interest (computed as set forth below) associated with a designated
amount of Capital, selected pursuant to the terms and conditions hereof in (i)
each Receivable arising prior to the time of the most recent computation or
recomputation of such undivided interest, (ii) all Related Security with respect
to each such Receivable, and (iii) all Collections with respect to, and other
proceeds of, each such Receivable. Each such undivided percentage interest shall
equal:

                                       C
                                    --------
                                    NRB - AR

where:

         C        =        the Capital of such Purchaser Interest.

         AR       =        the Aggregate Reserves.

         NRB      =        the Net Receivables Balance.



                                   Exh. I-18
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


Such undivided percentage ownership interest shall be initially computed on its
date of purchase. Thereafter, until the Amortization Date, each Purchaser
Interest shall be automatically recomputed (or deemed to be recomputed) on each
day prior to the Amortization Date. The variable percentage represented by any
Purchaser Interest as computed (or deemed recomputed) as of the close of the
business day immediately preceding the Amortization Date shall remain constant
at all times thereafter.

         "Purchasing Financial Institution" has the meaning set forth in Section
12.1(b).

         "Rebate/Billback" means, with respect to any Receivable, any incentives
provided to the Obligor thereof related to volume rebates or price incentives,
the dollar amount of which is known at the time of invoice of such Receivable.

         "Receivable" means all indebtedness and other obligations owed to the
applicable Originator or Morningstar (at the time it arises, and before giving
effect to any transfer or conveyance under the Transfer Agreement, the
Receivables Sale Agreement or hereunder) or owed to Seller (after giving effect
to any transfer or conveyance under the Transfer Agreement, the Receivables Sale
Agreement or hereunder) or in which Seller or such Originator or Morningstar has
a security interest or other interest, including, without limitation, any
indebtedness, obligation or interest constituting an account, chattel paper,
instrument or general intangible, arising in connection with the sale of goods
or the rendering of services by such Originator or Morningstar, as applicable,
and further includes, without limitation, the obligation to pay any Finance
Charges with respect thereto. Indebtedness and other rights and obligations
arising from any one transaction, including, without limitation, indebtedness
and other rights and obligations represented by an individual invoice, shall
constitute a Receivable separate from a Receivable consisting of the
indebtedness and other rights and obligations arising from any other
transaction; provided that any indebtedness, rights or obligations referred to
in the immediately preceding sentence shall be a Receivable regardless of
whether the account debtor or Seller treats such indebtedness, rights or
obligations as a separate payment obligation.

         Receivables Sale Agreement" means that certain Amended and Restated
Receivables Sale Agreement, dated as of December 21, 2001, among the Originators
and Seller, as the same may be amended, restated or otherwise modified from time
to time.

         "Records" means, with respect to any Receivable, all Writings or
Contracts and other documents, books, records and other information (including,
without limitation, computer programs, tapes, disks, punch cards, data
processing software and related property



                                   Exh. I-19
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


and rights) relating to such Receivable, any Related Security therefor and the
related Obligor.

         "Reduction Notice" has the meaning set forth in Section 1.3.

         "Regulatory Change" has the meaning set forth in Section 10.2(a).

         "Reinvestment" has the meaning set forth in Section 2.2.

         "Related Financial Institution" means with respect to each Company,
each Financial Institution set forth opposite such Company's name in Schedule A
to this Agreement and/or, in the case of an assignment pursuant to Section 12.1,
set forth in the applicable Assignment Agreement.

         "Related Security" means, with respect to any Receivable:

                           (i) all security interests or liens and property
         subject thereto from time to time, if any, purporting to secure payment
         of such Receivable, whether pursuant to the Writing or Contract related
         to such Receivable or otherwise, together with all financing statements
         and security agreements describing any collateral securing such
         Receivable,

                           (ii) all guaranties, letters of credit, insurance,
         "supporting obligations" (within the meaning of Section 9-102(a) of the
         UCC of all applicable jurisdictions) and other agreements or
         arrangements of whatever character from time to time supporting or
         securing payment of such Receivable whether pursuant to the Writing or
         Contract related to such Receivable or otherwise,

                           (iii) all service contracts and other contracts and
         agreements associated with such Receivable,

                           (iv) all Records related to such Receivable,

                           (v) all of Seller's right, title and interest in, to
         and under the Receivables Sale Agreement and the Transfer Agreement in
         respect of such Receivable and all of Seller's right, title and
         interest in, to and under the Performance Undertaking,

                           (vi) all of Seller's right, title and interest in, to
         and under the Demand Note, and

                           (vii) all proceeds of any of the foregoing.



                                   Exh. I-20
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         "Required Notice Period" means the number of days required notice set
forth below applicable to the Aggregate Reduction indicated below:

<Table>
<Caption>
                    Aggregate Reduction            Required Notice Period
                    -------------------            ----------------------
<S>                                                <C>
               < or = to $100,000,000                two Business Days
               >$100,000,000 to $250,000,000         five Business Days
               >or = to $250,000,000                 ten Business Days
</Table>

         "Required Purchasers" means, at any time, collectively, the Financial
Institutions with Commitments in excess of 66-2/3% of the aggregate Commitments
and the Companies with Company Purchase Limits in excess of 66-2/3% of the
aggregate amount of all Company Purchase Limits of all Companies hereunder.

         "Restricted Junior Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
capital stock or other equity interest of Seller now or hereafter outstanding,
except a dividend or distribution payable solely in shares of that class of
stock or equity interest or in any junior class of stock or other junior equity
interest of Seller, (ii) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
shares of any class of capital stock or other equity interest of Seller now or
hereafter outstanding, (iii) any payment or prepayment of principal of, premium,
if any, or interest, fees or other charges on or with respect to, and any
redemption, purchase, retirement, defeasance, sinking fund or similar payment
and any claim for rescission with respect to the Subordinated Loans (as defined
in the Receivables Sale Agreement), (iv) any payment made to redeem, purchase,
repurchase or retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of capital stock or other
equity interest of Seller now or hereafter outstanding, and (v) any payment of
management fees by Seller (except for reasonable management fees to the
Originators or their respective Affiliates in reimbursement of actual management
services performed).

         "Seller" has the meaning set forth in the preamble to this Agreement.

         "Seller Parties" has the meaning set forth in the preamble to this
Agreement.

         "Servicer" means at any time any Person or Persons (which may be the
Agent) then authorized pursuant to Article VIII to service, administer and
collect Receivables.

         "Servicing Fee" has the meaning set forth in Section 8.6.

         "Settlement Date" means (A) the 5th Business Day of each month, (B) the
last day of the relevant CP (Tranche) Accrual Period in respect of each
Purchaser Interest held by the Bank One Company other than any Purchaser
Interest funded substantially with Pooled Commercial Paper and in respect of
each Purchaser Interest held by the CL Company and



                                   Exh. I-21
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


(C) the last day of the relevant Tranche Period in respect of each Purchaser
Interest of the Financial Institutions.

         "Settlement Period" means (A) in respect of each Purchaser Interest of
the Bank One Company funded substantially with Pooled Commercial Paper, the
immediately preceding CP (Pool) Accrual Period, (B) in respect of each other
Purchaser Interest of the Bank One Company and each Purchaser Interest of the CL
Company, the entire CP (Tranche) Accrual Period of such Purchaser Interest and
(C) in respect of each Purchaser Interest of the Financial Institutions, the
entire Tranche Period of such Purchaser Interest.

         "Southern Foods" means Southern Foods Group, L.P., a Delaware limited
partnership.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, limited liability company, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of Seller.

         "Terminating Commitment Amount" means, with respect to any Terminating
Financial Institution, an amount equal to the Commitment (without giving effect
to clause (iii) of the proviso to the penultimate sentence of Section 4.6(a)) of
such Terminating Financial Institution, minus, an amount equal to 2% of such
Commitment.

         "Terminating Commitment Availability" means, with respect to any
Terminating Financial Institution, the positive difference (if any) between (a)
an amount equal to the Commitment (without giving effect to clause (iii) of the
proviso to the penultimate sentence of Section 4.6(a)) of such Terminating
Financial Institution, minus, an amount equal to 2% of such Commitment minus (b)
the Capital of the Purchaser Interests funded by such Terminating Financial
Institution.

         "Termination Date" means, with respect to a Terminating Financial
Institution, the date on which such Terminating Financial Institution became a
Non-Renewing Financial Institution or, in the case of Section 9.2, the date such
Financial Institution terminates its Commitment in accordance therewith.

         "Termination Percentage" has the meaning set forth in Section 2.2.

         "Terminating CP Tranche" has the meaning set forth in Section 3.4(b).

         "Terminating Financial Institution" has the meaning set forth in
Section 4.6(a).



                                   Exh. I-22
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         "Terminating Tranche" has the meaning set forth in Section 4.3(b).

         "Top Twenty-Five Obligors" means, of all Obligors of Receivables, the
twenty-five Obligors having the highest aggregate outstanding balances of all
Receivables as of the immediately preceding December 19th, provided that until
the first occurrence of such date after the date hereof, the Top Twenty-Five
Obligors shall be those Obligors listed on Schedule F.

         "Transfer Agreement" has the meaning set forth in the Receivables Sale
Agreement.

         "Tranche Period" means, with respect to any Purchaser Interest held by
a Financial Institution:

                  (a) if Yield for such Purchaser Interest is calculated on the
         basis of the LIBO Rate, a period of one, two, three or six months, or
         such other period as may be mutually agreeable to the applicable
         Financial Institution and Seller, commencing on a Business Day selected
         by Seller or the applicable Financial Institution pursuant to this
         Agreement. Such Tranche Period shall end on the day in the applicable
         succeeding calendar month that corresponds numerically to the beginning
         day of such Tranche Period, provided, however, that if there is no such
         numerically corresponding day in such succeeding month, such Tranche
         Period shall end on the last Business Day of such succeeding month; or

                  (b) if Yield for such Purchaser Interest is calculated on the
         basis of the Prime Rate, a period commencing on a Business Day selected
         by Seller and agreed to by the applicable Financial Institution,
         provided no such period shall exceed one month.

If any Tranche Period would end on a day that is not a Business Day, such
Tranche Period shall end on the next succeeding Business Day, provided, however,
that in the case of Tranche Periods corresponding to the LIBO Rate, if such next
succeeding Business Day falls in a new month, such Tranche Period shall end on
the immediately preceding Business Day. In the case of any Tranche Period for
any Purchaser Interest that commences before the Amortization Date and would
otherwise end on a date occurring after the Amortization Date, such Tranche
Period shall end on the Amortization Date. The duration of each Tranche Period
that commences after the Amortization Date shall be of such duration as selected
by the applicable Financial Institution.

         "Transaction Documents" means, collectively, this Agreement, each
Purchase Notice, the Receivables Sale Agreement, the Transfer Agreement, each
Collection Account Agreement, the Performance Undertaking, the Fee Letters, the
Agreement of General Partner, the Demand Notes, the Subordinated Note (as
defined in the Receivables Sale Agreement) and all other instruments, documents
and agreements executed and delivered in connection herewith.

                                   Exh. I-23
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         "Tuscan Dairies" means Tuscan/Lehigh Dairies, L.P., a Delaware limited
partnership.

         "Tuscan Management" means Tuscan/Lehigh Management, L.L.C., a Delaware
limited liability company.

         "UCC" means the Uniform Commercial Code as from time to time in effect
in the specified jurisdiction.

         "Weekly Report" has the meaning set forth in Section 8.5.

         "Writing" means, with respect to any Receivable, any and all
instruments, invoices, purchase orders or other writings (which may be
electronic) (other than Contracts) pursuant to which such Receivable arises or
that evidences such Receivable.

         "Yield" means for each respective Tranche Period relating to Purchaser
Interests of the Financial Institutions, an amount equal to the product of the
applicable Discount Rate for each Purchaser Interest multiplied by the Capital
of such Purchaser Interest for each day elapsed during such Tranche Period,
annualized on a 360 day basis.

         "Yield and Servicer Reserve" means, on any date, an amount equal to
2.5% of the Net Receivables Balance as of the close of business of the Servicers
on such date.

         All accounting terms not specifically defined herein shall be construed
in accordance with GAAP. All terms used in Article 9 of the UCC in the State of
Illinois, and not specifically defined herein, are used herein as defined in
such Article 9.



                                   Exh. I-24
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   EXHIBIT II

                             FORM OF PURCHASE NOTICE

                                     [Date]


Bank One, NA (Main Office Chicago),    Falcon Asset Securitization Corporation
as Agent                               c/o Bank One, NA (Main Office Chicago),
1 Bank One Plaza, 21st Floor           as Agent
Asset-Backed Finance                   1 Bank One Plaza
Chicago, Illinois 60670-0596           Suite IL1-0079, 1-19
                                       Chicago, Illinois  60670-00079
Attention:        [Ann Somers]
                                       Attention:  Asset Backed Finance
Credit Lyonnais New York Branch
1301 Avenue of the Americas            Atlantic Asset Securitization Corp.
12th Floor                             c/o Credit Lyonnais New York Branch
New York, New York  10019              1301 Avenue of the Americas
                                       12th Floor
Attention:        [___________]        New York, New York  10019
                                       Attention:
Credit Agricole Indosuez
55 E. Monroe
Suite 4700
Chicago, Illinois  60603

Attention:        [___________]


                           Re: PURCHASE NOTICE

Ladies and Gentlemen:

         Reference is hereby made to the Amended and Restated Receivables
Purchase Agreement, dated as of December 21, 2001, by and among , Dairy Group
Receivables, L.P., as Seller, the Servicers party thereto, the Financial
Institutions party thereto, the Companies party thereto, and Bank One, NA (Main
Office Chicago), as Agent (the "Receivables Purchase Agreement"). Capitalized
terms used herein shall have the meanings assigned to such terms in the
Receivables Purchase Agreement.



                                   Exh. II-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         The Agent and the Purchasers are hereby notified of the following
Incremental Purchase:

<Table>
<S>                                    <C>
Purchase Price:                        $
                                        ----------------------------------
Date of Purchase:
                                       -----------------------------------
Requested Discount Rate:               [LIBO Rate] [Prime Rate] [Commercial
                                       Paper rate]
</Table>

         Please credit the Purchase Price in immediately available funds to our
Facility Account on the above-specified date of purchase as set forth below:

[Account Name]
[Account No.]
[Bank Name & Address]
[ABA #]
Reference:
Telephone advice to: [Name] @ tel. No. ( )

         Please advise [Name] at telephone no ( ) _________________ if any
Company will not be making this purchase.

         In connection with the Incremental Purchase to be made on the above
listed "Date of Purchase" (the "Purchase Date"), the Seller hereby certifies
that the following statements are true on the date hereof, and will be true on
the Purchase Date (before and after giving effect to the proposed Incremental
Purchase):

                  (i) the representations and warranties of the Seller set forth
in Section 5.1 of the Receivables Purchase Agreement are true and correct on and
as of the Purchase Date as though made on and as of such date;

                  (ii) no event has occurred and is continuing, or would result
from the proposed Incremental Purchase, that will constitute an Amortization
Event or a Potential Amortization Event;

                  (iii) the Facility Termination Date has not occurred, the
Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser
Interests do not exceed 100%; and



                                   Exh. II-2


<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                  (iv) the amount of Aggregate Capital is $_________ after
giving effect to the Incremental Purchase to be made on the Purchase Date.

                                       Very truly yours,

                                       DAIRY GROUP RECEIVABLES, L.P.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:



                                   Exh. II-3
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   EXHIBIT III

                          JURISDICTION OF ORGANIZATION;
                          PRINCIPAL PLACES OF BUSINESS;
                            CHIEF EXECUTIVE OFFICES;
                              LOCATIONS OF RECORDS;
                   FEDERAL EMPLOYER IDENTIFICATION NUMBER(S);
                          STATE ORGANIZATIONAL NUMBER;
                                   OTHER NAMES

                                  See Attached.



                                   Exh. III-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   EXHIBIT IV

                  NAME OF COLLECTION BANKS; COLLECTION ACCOUNTS

                                  See Attached.



                                   Exh. IV-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                    EXHIBIT V

                         FORM OF COMPLIANCE CERTIFICATE

To: Bank One, NA (Main Office Chicago), as Agent

         This Compliance Certificate is furnished pursuant to that certain
Amended and Restated Receivables Purchase Agreement dated as of December 21,
2001, among Dairy Group Receivables, L.P., as Seller, the Servicers party
thereto, the Financial Institutions party thereto, the Companies party thereto,
and Bank One, NA (Main Office Chicago), as Agent (the "Agreement"). Capitalized
terms used and not otherwise defined herein are used with the meanings
attributed thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1. I am the duly elected _____________________ of [Insert name of
applicable Seller Party or Originator] (the "Applicable Party").

         2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Applicable Party and its Subsidiaries during the
accounting period covered by the attached financial statements.

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event that constitutes
an Amortization Event or Potential Amortization Event during or at the end of
the accounting period covered by the attached financial statements or as of the
date of this Certificate, except as set forth in paragraph 5 below.

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

         5. Described below are the exceptions, if any, to paragraph 3 by
listing, in detail, the nature of the condition or event, the period during
which it has existed and the action that the Applicable Party has taken, is
taking, or proposes to take with respect to each such condition or event:

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

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

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



                                    Exh. V-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         6. As of the date hereof, the jurisdiction of organization of Seller
and each Servicer is [_________], each of Seller and each Servicer is a
"registered organization" (within the meaning of Section 9-102 of the UCC in
effect in such applicable jurisdiction) and neither Seller nor any Servicer has
changed its jurisdiction of organization since the date of the Agreement.



                                    Exh. V-2
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


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




                                       DAIRY GROUP RECEIVABLES, L.P.


                                       By:
                                       Name:
                                       Title:



                                    Exh. V-3
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                      SCHEDULE I TO COMPLIANCE CERTIFICATE


A.       Schedule of Compliance as of __________, ____ with Section ___ of the
         Agreement. Unless otherwise defined herein, the terms used in this
         Compliance Certificate have the meanings ascribed thereto in the
         Agreement.

This schedule relates to the month ended:
                                          ---------------



                                    Exh. V-4
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   EXHIBIT VI

                     (1)FORM OF COLLECTION ACCOUNT AGREEMENT

                    [On letterhead of Originator/Morningstar]

                                                               ___________, ____


[Lock-Box Bank/Concentration Bank/Depositary Bank]

         Re:      [Applicable Originator]

Ladies and Gentlemen:

                  Reference is hereby made to P.O. Box # in [city, state, zip
code] (the "Lock-Box") of which you have exclusive control for the purpose of
receiving mail and processing payments therefrom pursuant to that certain [name
of lock-box agreement] between you and [applicable Originator] (the "Company")
dated (the "Agreement"). You hereby confirm your agreement to perform the
services described therein. Among the services you have agreed to perform
therein, is to endorse all checks and other evidences of payment, and credit
such payments to the Company's checking account no. maintained with you in the
name of the Company (the "Lock-Box Account").

                  The Company hereby informs you that pursuant to that certain
Amended and Restated Receivables Sale Agreement, dated as of December 21, 2001,
among the Company, the other parties thereto as Originators and Dairy Group
Receivables, L.P. (the "Seller"), the Company has transferred all of its right,
title and interest in and to, and exclusive ownership and control of, the
Lock-Box and the Lock-Box Account to Seller. Seller has granted a security
interest in the Lock-Box and the Lock-Box Account to Bank One (as defined
below), as agent. The Company and Seller hereby request that the name of the
Lock-Box Account be changed to "[applicable Servicer], as Servicer."

                  The Company and Seller hereby irrevocably instruct you, and
you hereby agree, that (i) if at any time you receive any instruction originated
by Bank One, NA (Main Office Chicago) ("Bank One") directing the disposition of
funds in the Lock-Box Account you will comply with such instruction without
further consent of the Company, Seller or any other party, provided, that until
you receive notice in the form attached hereto as Annex A (a "Default Notice")
from Bank One, Seller and the Company, as servicer, shall be entitled to give
instructions directing the disposition of funds in the Lock-Box Account; and
(ii) upon receiving the Default Notice, (A) you will take all instructions
regarding the Lock-Box



----------

(1)      Changes to this form have been made to grant "control" with the meaning
         of Revised Article 9.



                                   Exh. VI-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


Account and the disposition of funds therein solely from Bank One, (B) the name
of the Lock-Box Account will be changed to Bank One for itself and as agent (or
any designee of Bank One) and Bank One will have exclusive ownership of and
access to and sole control of the Lock-Box and the Lock-Box Account, and neither
the Company, Seller, nor any of their respective affiliates will have any
control of the Lock-Box or the Lock-Box Account or any access thereto, (C) you
will either continue to send the funds from the Lock-Box to the Lock-Box
Account, or will redirect the funds as Bank One may otherwise request, (D) you
will transfer monies on deposit in the Lock-Box Account, at any time, as
directed by Bank One, (E) all services to be performed by you under the
Agreement will be performed on behalf of Bank One, and (F) all correspondence or
other mail that you have agreed to send to the Company or Seller will be sent to
Bank One at the following address:

                  Bank One, NA (Main Office Chicago), as Agent
                  Suite __, 21st Floor
                  1 Bank One Plaza
                  Chicago, Illinois 60670-__
                  Attention: Credit Manager, Asset Backed
                               Securities Division

                  Moreover, upon such notice, Bank One for itself and as agent
will have all rights and remedies given to the Company (and Seller, as the
Company's assignee) under the Agreement. Seller agrees, however, to continue to
pay all fees and other assessments due thereunder at any time.

                  You hereby acknowledge that monies deposited in the Lock-Box
Account, the Lock-Box Account and any other account established with you by Bank
One for the purpose of receiving funds from the Lock-Box are subject to the
liens of Bank One for itself and as agent, and will not be subject to deduction,
set-off, banker's lien or any other right you or any other party may have
against the Company or Seller (including, without limitation, any security
interest therein arising by operation of law or otherwise, which security
interest is hereby released).

                  You hereby acknowledge and agree that (i) you are executing
this letter agreement and agree to perform hereunder in your capacity as a
"bank" as defined in Section 9-102 of the UCC; (ii) the Lock-Box Account is a
"Deposit Account" as defined in Section 9- 102(a)(29) of the UCC; (iii)
regardless of any provision in any other agreement, for purposes of the UCC,
Illinois shall be deemed to be your jurisdiction (with the meaning of Section 9-
304 of the UCC); (iv) you have not entered into, and until termination of this
letter agreement will not enter into, any agreement with any other party
relating to the Lock-Box Account and/or any financial assets credited thereto
pursuant to which you have agreed to comply with instructions (within the
meaning of Section 9-104 of the UCC) of such other party; (v) except for the
claims and interest of Bank One and Seller in the Lock-Box Account, you do not
know of any lien on or claim to, or interest in the Lock-Box Account; and (vi)
if any party asserts any lien, encumbrance or similar process against the
Lock-Box



                                   Exh. VI-2
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


Account, you will promptly notify Bank One and Seller thereof. All references
herein to the "UCC" shall mean the Uniform Commercial Code as in effect from
time to time in the State of Illinois.

                  THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. This letter agreement may be
executed in any number of counterparts and all of such counterparts taken
together will be deemed to constitute one and the same instrument.

                  This letter agreement contains the entire agreement between
the parties, and may not be altered, modified, terminated or amended in any
respect, nor may any right, power or privilege of any party hereunder be waived
or released or discharged, except upon execution by all parties hereto of a
written instrument so providing. In the event that any provision in this letter
agreement is in conflict with, or inconsistent with, any provision of the
Agreement, this letter agreement will exclusively govern and control. Each party
agrees to take all actions reasonably requested by any other party to carry out
the purposes of this letter agreement or to preserve and protect the rights of
each party hereunder.



                                   Exh. VI-3
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


         Please indicate your agreement to the terms of this letter agreement by
signing in the space provided below. This letter agreement will become effective
immediately upon execution of a counterpart of this letter agreement by all
parties hereto.

                                       Very truly yours,

                                       [APPLICABLE ORIGINATOR]

                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:


                                       DAIRY GROUP RECEIVABLES, L.P.

                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:


Acknowledged and agreed to
this __ day of ____

[COLLECTION BANK]

By:
   ------------------------------------
Name:
Title:


BANK ONE, NA (MAIN OFFICE CHICAGO),
as Agent

By:
   ------------------------------------
Name:
Title:



                                   Exh. VI-4
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                     ANNEX A
                                 FORM OF NOTICE

                           [On letterhead of Bank One]


                                                              ____________, ____


[Collection Bank/Depositary Bank/Concentration Bank]


         Re:      [Applicable Originator]


Ladies and Gentlemen:

                  We hereby notify you that we are exercising our rights
pursuant to that certain letter agreement among [applicable Originator], Dairy
Group Receivables, L.P., you and us, to have the name of, and to have exclusive
ownership and sole control of, account number ________ (the "Lock-Box Account")
maintained with you. You are hereby instructed not to accept any direction,
instructions or entitlement orders with respect to the Lock-Box Account or the
funds credited thereto from any person or entity other than the Agent, unless
otherwise ordered by a court of competent jurisdiction. [Lock-Box Account will
henceforth be a zero-balance account, and funds deposited in the Lock-Box
Account should be sent at the end of each day to __________ .] You have further
agreed to perform all other services you are performing under that certain
agreement dated ________ between you and [applicable Originator] on our behalf.

         We appreciate your cooperation in this matter.


                                       Very truly yours,

                                       BANK ONE, NA (MAIN OFFICE CHICAGO)
                                            (for itself and as agent)


                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------



                                   Annex A-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   EXHIBIT VII

                          FORM OF ASSIGNMENT AGREEMENT


                           THIS ASSIGNMENT AGREEMENT (this "Assignment
Agreement") is entered into as of the ___ day of ____________, ____, by and
between _____________________ ("Assignor") and __________________ ("Assignee").

                             PRELIMINARY STATEMENTS

                  A. This Assignment Agreement is being executed and delivered
in accordance with Section 12.1(b) of that certain Amended and Restated
Receivables Purchase Agreement dated as of December 21, 2001, by and among Dairy
Group Receivables, L.P., as Seller, the Servicers party thereto, the Financial
Institutions party thereto, the Companies party thereto, and Bank One, NA (Main
Office Chicago), as Agent (as amended, modified or restated from time to time,
the "Purchase Agreement"). Capitalized terms used and not otherwise defined
herein are used with the meanings set forth or incorporated by reference in the
Purchase Agreement.

                  B. Assignor is a Financial Institution party to the Purchase
Agreement, and Assignee wishes to become a Financial Institution thereunder; and

                  C. Assignor is selling and assigning to Assignee an undivided
____________% (the "Transferred Percentage") interest in all of Assignor's
rights and obligations under the Purchase Agreement and the Transaction
Documents, including, without limitation, Assignor's Commitment and (if
applicable) the Capital of Assignor's Purchaser Interests as set forth herein.


         AGREEMENT

                  The parties hereto hereby agree as follows:

                  1. The sale, transfer and assignment effected by this
Assignment Agreement shall become effective (the "Effective Date") two (2)
Business Days (or such other date selected by the Agent in its sole discretion)
following the date on which a notice substantially in the form of Schedule II to
this Assignment Agreement ("Effective Notice") is delivered by the Agent to the
Company in the Assignor's and Assignee's Purchaser Group, Assignor and Assignee.
From and after the Effective Date, Assignee shall be a Financial Institution
party to the Purchase Agreement for all purposes thereof as if Assignee were an
original party thereto and Assignee agrees to be bound by all of the terms and
provisions contained therein.



                                   Exh. VII-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                  2. If Assignor has no outstanding Capital under the Purchase
Agreement, on the Effective Date, Assignor shall be deemed to have hereby
transferred and assigned to Assignee, without recourse, representation or
warranty (except as provided in paragraph 6 below), and the Assignee shall be
deemed to have hereby irrevocably taken, received and assumed from Assignor, the
Transferred Percentage of Assignor's Commitment and all rights and obligations
associated therewith under the terms of the Purchase Agreement, including,
without limitation, the Transferred Percentage of Assignor's future funding
obligations under Article I of the Purchase Agreement.

                  3. If Assignor has any outstanding Capital under the Purchase
Agreement, at or before 12:00 noon, local time of Assignor, on the Effective
Date Assignee shall pay to Assignor, in immediately available funds, an amount
equal to the sum of (i) the Transferred Percentage of the outstanding Capital of
Assignor's Purchaser Interests (such amount, being hereinafter referred to as
the "Assignee's Capital"); (ii) all accrued but unpaid (whether or not then due)
Yield attributable to Assignee's Capital; and (iii) accruing but unpaid fees and
other costs and expenses payable in respect of Assignee's Capital for the period
commencing upon each date such unpaid amounts commence accruing, to and
including the Effective Date (the "Assignee's Acquisition Cost"); whereupon,
Assignor shall be deemed to have sold, transferred and assigned to Assignee,
without recourse, representation or warranty (except as provided in paragraph 6
below), and Assignee shall be deemed to have hereby irrevocably taken, received
and assumed from Assignor, the Transferred Percentage of Assignor's Commitment
and the Capital of Assignor's Purchaser Interests (if applicable) and all
related rights and obligations under the Purchase Agreement and the Transaction
Documents, including, without limitation, the Transferred Percentage of
Assignor's future funding obligations under Article I of the Purchase Agreement.

                  4. Concurrently with the execution and delivery hereof,
Assignor will provide to Assignee copies of all documents requested by Assignee
that were delivered to Assignor pursuant to the Purchase Agreement.

                  5. Each of the parties to this Assignment Agreement agrees
that at any time and from time to time upon the written request of any other
party, it will execute and deliver such further documents and do such further
acts and things as such other party may reasonably request in order to effect
the purposes of this Assignment Agreement.

                  6. By executing and delivering this Assignment Agreement,
Assignor and Assignee confirm to and agree with each other, the Agent and the
other Financial Institutions in the Assignor's and Assignee's Purchaser Group as
follows: (a) other than the representation and warranty that it has not created
any Adverse Claim upon any interest being transferred hereunder, Assignor makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made by any other Person in or in
connection with the Purchase Agreement or the Transaction Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of Assignee, the Purchase Agreement or any other instrument or document
furnished pursuant thereto or the perfection, priority, condition, value or
sufficiency of any collateral; (b) Assignor makes no representation or warranty
and assumes no responsibility with respect to



                                   Exh. VII-2
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


the financial condition of the Seller, any Obligor, any Seller Affiliate or the
performance or observance by the Seller, any Obligor, any Seller Affiliate of
any of their respective obligations under the Transaction Documents or any other
instrument or document furnished pursuant thereto or in connection therewith;
(c) Assignee confirms that it has received a copy of the Purchase Agreement and
copies of such other Transaction Documents, and other documents and information
as it has requested and deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement; (d) Assignee will,
independently and without reliance upon the Agent, any Company, the Seller or
any other Financial Institution or Purchaser and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Purchase Agreement and
the Transaction Documents; (e) Assignee appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers under the
Transaction Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; and (f) Assignee
agrees that it will perform in accordance with their terms all of the
obligations that, by the terms of the Purchase Agreement and the other
Transaction Documents, are required to be performed by it as a Financial
Institution (including, without limitation, as a Related Financial Institution)
or, when applicable, as a Purchaser.

                  7. Each party hereto represents and warrants to and agrees
with the Agent that it is aware of and will comply with the provisions of the
Purchase Agreement, including, without limitation, Article I and Sections 4.1
and 14.6 thereof.

                  8. Schedule I hereto sets forth the revised Commitment of
Assignor, the Company for which Assignee shall act as a Related Financial
Institution and the Commitment of Assignee, as well as administrative
information with respect to Assignee.

                  9. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.

                  10. Assignee hereby covenants and agrees that, prior to the
date that is one year and one day after the payment in full of all senior
indebtedness for borrowed money of any Company, it will not institute against,
or join any other Person in instituting against, any Company any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
similar proceeding under the laws of the United States or any state of the
United States.



                                   Exh. VII-3
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                  IN WITNESS WHEREOF, the parties hereto have caused this
Assignment Agreement to be executed by their respective duly authorized officers
of the date hereof.

                                       [ASSIGNOR]

                                       By:
                                          --------------------------------------
                                       Title:


                                       [ASSIGNEE]

                                       By:
                                          --------------------------------------
                                       Title:



                                   Exh. VII-4
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                       SCHEDULE I TO ASSIGNMENT AGREEMENT


                       LIST OF LENDING OFFICES, ADDRESSES
                       FOR NOTICES AND COMMITMENT AMOUNTS


Date: _______________, ____


Transferred Percentage:    ________%



<Table>
<Caption>
                           A-1                     A-2                   B-1                  B-2
                     ---------------          -------------          -----------         -------------
                       COMMITMENT              COMMITMENT
                    (PRIOR TO GIVING          (AFTER GIVING                              RATABLE SHARE
                      EFFECT TO THE           EFFECT TO THE          OUTSTANDING               OF
                       ASSIGNMENT              ASSIGNMENT              CAPITAL            OUTSTANDING
ASSIGNOR               AGREEMENT)              AGREEMENT)              (IF ANY)             CAPITAL
--------             ---------------          -------------          -----------         -------------
<S>                  <C>                      <C>                    <C>                 <C>


</Table>

<Table>
<Caption>
                                                   A-2                   B-1                  B-2
                                              -------------          -----------         -------------
                                               COMMITMENT
                                              (AFTER GIVING                              RATABLE SHARE
                                              EFFECT TO THE          OUTSTANDING               OF
                                               ASSIGNMENT              CAPITAL            OUTSTANDING
ASSIGNEE                                       AGREEMENT)             (IF ANY)              CAPITAL
--------                                      -------------          -----------         -------------
<S>                                           <C>                    <C>                 <C>


</Table>

Assignee is a Related Financial Institution for:  _________________________

Address for Notices

--------------
--------------
Attention:
Phone:
Fax:



                                   Exh. VII-5
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                       SCHEDULE II TO ASSIGNMENT AGREEMENT

                                EFFECTIVE NOTICE


TO:                              , Assignor
         ------------------------
         ------------------------
         ------------------------
         ------------------------

TO:                              , Assignee
         ------------------------
         ------------------------
         ------------------------
         ------------------------

TO:                              , Company
         ------------------------
         ------------------------
         ------------------------
         ------------------------

                  The undersigned, as Agent under the Amended and Restated
Receivables Purchase Agreement dated as of December 21, 2001, by and among Dairy
Group Receivables, L.P., as Seller, the Servicers party thereto, the Financial
Institutions party thereto, the Companies party thereto, and the undersigned,
hereby acknowledges receipt of executed counterparts of a completed Assignment
Agreement dated as of ____________, ____ between __________________, as
Assignor, and __________________, as Assignee. Terms defined in such Assignment
Agreement are used herein as therein defined.

                  1. Pursuant to such Assignment Agreement, you are advised that
the Effective Date will be ______________, ____.

                  2. Each of the Company in the Assignor's Purchaser Group and
Seller hereby consent to the Assignment Agreement as required by Section 12.1(b)
of the Purchase Agreement.



                                   Exh. VII-6
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                  [3. Pursuant to such Assignment Agreement, the Assignee is
required to pay $____________ to Assignor at or before 12:00 noon (local time of
Assignor) on the Effective Date in immediately available funds.]

                                            Very truly yours,

                                            BANK ONE, NA (MAIN OFFICE CHICAGO),
                                            individually and as Agent


                                            By:
                                               ---------------------------
                                            Name:
                                            Title:


                                            [APPLICABLE COMPANY]


                                            By:
                                               ---------------------------
                                            Name:
                                            Title:


                                            DAIRY GROUP RECEIVABLES, L.P.



                                            By:
                                               ---------------------------
                                            Name:
                                            Title:



                                   Exh. VII-7
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                  EXHIBIT VIII

                         CREDIT AND COLLECTION POLICIES

                   See Exhibit V to Receivables Sale Agreement



                                   Exh. VIII-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   EXHIBIT IX

                            [Intentionally omitted.]



                                    Exh. IX-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                    EXHIBIT X

                             FORM OF MONTHLY REPORT


                  The above is a true and accurate accounting pursuant to the
terms of the Amended and Restated Receivables Purchase Agreement dated December
21, 2001 (as amended, restated or otherwise modified from time to time, the
"Agreement"), by and among Dairy Group Receivables, L.P., as Seller, the
Servicers party thereto, the Financial Institutions party thereto, the Companies
party thereto, and Bank One, NA (Main Office Chicago), as Agent, and I have no
knowledge of the existence of any conditions or events that constitute an
Amortization Event or Potential Amortization Event, as each such term is defined
under the Agreement, during or at the end of the accounting period covered by
this monthly report or as of the date of this certificate, except as set forth
below.


By:
   --------------------------
Name:
     ------------------------
Title:
      -----------------------
Company Name:
             ----------------
Date:
     ------------------------



                                       X-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   EXHIBIT XI

                             PERFORMANCE UNDERTAKING



                                      XI-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   SCHEDULE A

                      COMMITMENTS, COMPANY PURCHASE LIMITS,
              PAYMENT ADDRESSES AND RELATED FINANCIAL INSTITUTIONS

           Commitments and Payment Addresses of Financial Institutions


<Table>
<Caption>
            Financial Institution                   Commitment                 Payment Address
            ---------------------                   ----------                 ---------------
<S>                                            <C>                   <C>
Bank One, NA (Main Office Chicago)             $204,000,000          Bank One, NA (Main Office Chicago)
                                                                     Asset Backed Finance
                                                                     Suite IL1-0596, 1-21
                                                                     1 Bank One Plaza
                                                                     Chicago, Illinois 60670-0596
                                                                     Fax: (312) 732-4487
Credit Lyonnais New York Branch                $102,000,000          1301 Avenue of the Americas
                                                                     12th Floor
                                                                     New York, New York 10019
Credit Agricole Indosuez                       $102,000,000          55 E. Monroe
                                                                     Suite 4700
                                                                     Chicago, Illinois 60603
</Table>

                 Company Purchase Limits, Payment Addresses and
                   Related Financial Institutions of Companies


<Table>
<Caption>
                             Company                                                   Related
                             Purchase                                                 Financial
         Company              Limit                  Payment Address                Institution(s)
         -------             --------                ---------------                --------------
<S>                        <C>                 <C>                                  <C>
Falcon Asset               $200,000,000        c/o Bank One, NA (Main               Bank One, NA
Securitization                                 Office Chicago), as Agent            (Main Office
Corporation                                    Asset Backed Finance                 Chicago)
                                               Suite IL1-0079, 1-19
                                               1 Bank One Plaza
                                               Chicago, Illinois  60670-0079
                                               Fax:  (312) 732-1844
Atlantic Asset             $200,000,000        c/o Credit Lyonnais New              Credit Lyonnais
Securitization Corp.                           York Branch                          New York
                                               1301 Avenue of the Americas          Branch, Credit
                                               12th Floor                           Agricole
                                               New York, New York  10019            Indosuez
</Table>



<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   SCHEDULE B

                     DOCUMENTS TO BE DELIVERED TO THE AGENT
                         ON OR PRIOR TO THE CLOSING DATE

PART I: Documents to be Delivered in Connection with the Receivables Sale
Agreement

1.       Executed copies of the Receivables Sale Agreement, duly executed by the
         parties thereto.

2.       Copy of the Resolutions of the Board of Directors, members or partners,
         as applicable, of each Originator certified by its Secretary,
         authorizing such Originator's execution, delivery and performance of
         the Receivables Sale Agreement and the other documents to be delivered
         by it thereunder.

3.       Articles or Certificate of Incorporation, Certificate of Limited
         Partnership, Certificate of Formation or equivalent organization
         document of each Originator, certified by the Secretary of State of the
         jurisdiction of organization of such Originator on or within thirty
         (30) days prior to the Closing Date.

4.       Good Standing Certificate for each Originator issued by the Secretaries
         of State of its state of organization and each jurisdiction where it
         has material operations, each of which is listed on Attachment A
         hereto.

5.       A certificate of the Secretary of each Originator certifying: (i) the
         names and signatures of the officers authorized on its behalf to
         execute the Receivables Sale Agreement and any other documents to be
         delivered by it thereunder and (ii) a copy of the By-Laws, Limited
         Partnership Agreement, Limited Liability Company Agreement or
         equivalent governing document for each Originator.

6.       Pre-filing state and federal tax lien, judgment lien and UCC lien
         searches against each Dean Entity from the jurisdictions listed on
         Attachment B hereto.

7.       Time stamped receipt copies of proper financing statements, duly filed
         under the UCC on or before the Closing Date in all jurisdictions as may
         be necessary or, in the opinion of Seller (or its assigns), desirable,
         under the UCC of all appropriate jurisdictions or any comparable law in
         order to perfect the ownership interests contemplated by the
         Receivables Sale Agreement.

8.       Time stamped receipt copies of proper UCC termination statements, if
         any, necessary to release all security interests and other rights of
         any Person in the Receivables, Writings, Contracts or Related Security
         previously granted by any Originator.

8A.      Time stamped receipt copies of proper UCC-3 amendments to each UCC-1
         previously filed pursuant to the Original Sale Agreement as listed
         below:



                                    Sch. B-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


9.       Executed Collection Account Agreements for each Lock-Box and Collection
         Account listed on Attachment C hereto.

10.      A favorable opinion of legal counsel for each Originator reasonably
         acceptable to Seller (or its assigns) that addresses the following
         matters and such other matters as Seller (or its assigns) may
         reasonably request:(2)

                  --       Each Originator is a corporation, limited partnership
                           or limited liability company duly organized, validly
                           existing, and in good standing under the laws of its
                           state of incorporation.

                  --       Each Originator has all requisite authority to
                           conduct its business in each jurisdiction where
                           failure to be so qualified would have a material
                           adverse effect on each Originator's business.

                  --       Each Originator has all requisite power and authority
                           to execute, deliver and perform all of its
                           obligations under the Receivables Sale Agreement and
                           each other Transaction Document to which it is a
                           party.

                  --       The execution and delivery by each Originator of the
                           Receivables Sale Agreement and each other Transaction
                           Document to which it is a party and its performance
                           of its obligations thereunder have been duly
                           authorized by all necessary corporate action and
                           proceedings on the part of each Originator and will
                           not:

                           (a)      require any action by or in respect of, or
                                    filing with, any governmental body, agency
                                    or official (other than the filing of UCC
                                    financing statements);

                           (b)      contravene, or constitute a default under,
                                    any provision of applicable law or
                                    regulation or of its articles or certificate
                                    of incorporation or bylaws (or equivalent
                                    organizational and governing documents) or
                                    of any agreement, judgment, injunction,
                                    order, decree or other instrument binding
                                    upon each Originator; or

                           (c)      result in the creation or imposition of any
                                    Adverse Claim on assets of each Originator
                                    or any of its Subsidiaries (except as
                                    contemplated by the Receivables Sale
                                    Agreement).

                  --       The Receivables Sale Agreement and each other
                           Transaction Document to which it is a party has been
                           duly executed and delivered by



----------

(2)      Also to include any other opinions previously given.



                                    Sch. B-2
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                           each Originator and constitutes the legal, valid, and
                           binding obligation of each Originator enforceable in
                           accordance with its terms, except to the extent the
                           enforcement thereof may be limited by bankruptcy,
                           insolvency or similar laws affecting the enforcement
                           of creditors' rights generally and subject also to
                           the availability of equitable remedies if equitable
                           remedies are sought.

                  --       The provisions of the Receivables Sale Agreement are
                           sufficient to constitute authorization by each
                           Originator for the filing of the financing statements
                           required under the Receivables Sale Agreement.

                  --       With respect to each Originator, for the purposes of
                           the Uniform Commercial Code as in effect in its state
                           of organization, such Originator is a "registered
                           organization".

                  --       The provisions of the Receivables Sale Agreement are
                           effective to create a valid security interest in
                           favor of Seller in all Receivables and upon the
                           filing of financing statements, Seller shall acquire
                           a first priority, perfected security interest in such
                           Receivables.

                  --       To the best of the opinion giver's knowledge, there
                           is no action, suit or other proceeding against any
                           Originator or any Affiliate of any Originator, that
                           would materially adversely affect the business or
                           financial condition of any Originator and its
                           Affiliates taken as a whole or that would materially
                           adversely affect the ability of any Originator to
                           perform its obligations under the Receivables Sale
                           Agreement.

11.      A "true sale" opinion and "substantive consolidation" opinion of
         counsel for the Originators with respect to the transactions
         contemplated by the Receivables Sale Agreement.

12.      A Compliance Certificate.

13.      Executed copies of (i) all consents from and authorizations by any
         Persons and (ii) all waivers and amendments to existing credit
         facilities, that are necessary in connection with the Receivables Sale
         Agreement.

14.      Executed copies of the Subordinated Notes (as defined in the
         Receivables Sale Agreement) by Seller in favor of Originators.

15.      A direction letter executed by Originators authorizing Seller (and its
         assignees) and directing warehousemen to allow Seller (and its
         assignees) to inspect and make copies from Originators' books and
         records maintained at off-site data processing or storage facilities.



                                    Sch. B-3
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


PART II:  Documents to Be Delivered in Connection with the Agreement

1.       Executed copies of the Agreement, duly executed by the parties thereto.

2.       Copy of the Resolutions of the Board of Directors, managers or partners
         of each Seller Party and Provider certified by its Secretary, manager
         or general partner, as applicable, authorizing such Person's execution,
         delivery and performance of this Agreement and the other documents to
         be delivered by it hereunder.

3.       Articles or Certificate of Incorporation, Certificate of Limited
         Partnership, Certificate of Formation or equivalent organization
         document of each Seller Party and Provider and, certified by the
         Secretary of State of its organization on or within thirty (30) days
         prior to the Closing Date.

4.       Good Standing Certificate for each Seller Party and Provider issued by
         the Secretaries of State of its state of organization and each
         jurisdiction where it has material operations, each of which is listed
         on Attachment A hereto.

5.       A certificate of the Secretary of each Seller Party and Provider
         certifying (i) the names and signatures of the officers authorized on
         its behalf to execute this Agreement and any other documents to be
         delivered by it hereunder and (ii) a copy of such Person's By-Laws,
         Limited Partnership Agreement, Limited Liability Company Agreement or
         equivalent governing document.

6.       Pre-filing state and federal tax lien, judgment lien and UCC lien
         searches against each Seller Party that is a Dean Entity from the
         jurisdictions listed on Attachment B hereto.

7.       Time stamped receipt copies of proper financing statements, duly filed
         under the UCC on or before the Closing Date of the applicable initial
         Incremental Purchase in all jurisdictions as may be necessary or, in
         the opinion of the Agent, desirable, under the UCC of all appropriate
         jurisdictions or any comparable law in order to perfect the ownership
         interests contemplated by this Agreement.

8.       Time stamped receipt copies of proper UCC termination statements, if
         any, necessary to release all security interests and other rights of
         any Person in the Receivables, Writings, Contracts or Related Security
         previously granted by Seller.

8A.      Time stamped receipt copies of proper UCC-3 amendments to each UCC-1
         previously filed pursuant to the Original Agreement as listed below:

9.       Executed copies of Collection Account Agreements for each Lock-Box and
         Collection Account listed on Attachment C hereto.



                                    Sch. B-4
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


10.      A favorable opinion of legal counsel for the Seller Parties and
         Provider reasonably acceptable to the Agent that addresses the
         following matters and such other matters as the Agent may reasonably
         request:(3)

                  --       Each Seller Party and Provider is a corporation,
                           limited partnership or limited liability company, as
                           applicable, duly incorporated or organized, validly
                           existing, and in good standing under the laws of its
                           state of incorporation or organization.

                  --       Each Seller Party and Provider has all requisite
                           authority to conduct its business in each
                           jurisdiction where failure to be so qualified would
                           have a material adverse effect on such Person's
                           business.

                  --       Each Seller Party and Provider has all requisite
                           power and authority to execute, deliver and perform
                           all of its obligations under this Agreement and each
                           other Transaction Document to which it is a party.

                  --       The execution and delivery by each Seller Party and
                           Provider of this Agreement and each other Transaction
                           Document to which it is a party and its performance
                           of its obligations thereunder have been duly
                           authorized by all necessary corporate action and
                           proceedings on the part of such Person and will not:

                           (a)      require any action by or in respect of, or
                                    filing with, any governmental body, agency
                                    or official (other than the filing of UCC
                                    financing statements);

                           (b)      contravene, or constitute a default under,
                                    any provision of applicable law or
                                    regulation or of its articles or certificate
                                    of incorporation or bylaws or of any
                                    agreement, judgment, injunction, order,
                                    decree or other instrument binding upon such
                                    Person; or

                           (c)      result in the creation or imposition of any
                                    Adverse Claim on assets of such Person or
                                    any of its Subsidiaries (except as
                                    contemplated by this Agreement).

                  --       This Agreement and each other Transaction Document to
                           which such Person is a party has been duly executed
                           and delivered by such Person and constitutes the
                           legal, valid, and binding obligation of such Person,
                           enforceable in accordance with its terms, except to
                           the extent the enforcement thereof may be limited by
                           bankruptcy, insolvency or



----------

(3)      Also to include any other opinions previously delivered.



                                    Sch. B-5
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                           similar laws affecting the enforcement of creditors'
                           rights generally and subject also to the availability
                           of equitable remedies if equitable remedies are
                           sought.

                  --       The provisions of this Agreement are sufficient to
                           constitute authorization by Seller for the filing of
                           the financing statements required under this
                           Agreement.

                  --       For the purposes of the Delaware UCC, Seller is a
                           "registered organization".

                  --       The provisions of this Agreement are effective to
                           create a valid security interest in favor of the
                           Agent for the benefit of the Purchasers in all
                           Receivables, and upon the filing of financing
                           statements, the Agent for the benefit of the
                           Purchasers shall acquire a first priority, perfected
                           security interest in such Receivables.

                  --       To the best of the opinion giver's knowledge, there
                           is no action, suit or other proceeding against any
                           Seller Party, Provider or any of their respective
                           Affiliates, that would materially adversely affect
                           the business or financial condition of such Person
                           and its Affiliates taken as a whole or that would
                           materially adversely affect the ability of such
                           Person to perform its obligations under any
                           Transaction Document to which it is a party.

11.      If requested by the Company in such Financial Institution's Purchaser
         Group or the Agent, a favorable opinion of legal counsel for each
         Financial Institution, reasonably acceptable to such Company and the
         Agent that addresses the following matters:

                  --       This Agreement has been duly authorized by all
                           necessary corporate action of such Financial
                           Institution.

                  --       This Agreement has been duly executed and delivered
                           by such Financial Institution and, assuming due
                           authorization, execution and delivery by each of the
                           other parties thereto, constitutes a legal, valid and
                           binding obligation of such Financial Institution,
                           enforceable against such Financial Institution in
                           accordance with its terms.

12.      A Compliance Certificate.

13.      The Fee Letters.

14.      A Monthly Report as at November 30, 2001.



                                    Sch. B-6
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


15.      Executed copies of (i) all consents from and authorizations by any
         Persons and (ii) all waivers and amendments to existing credit
         facilities, that are necessary in connection with this Agreement.

16.      A direction letter executed by Seller and the applicable Servicer
         authorizing the Agent and any Company, and directing warehousemen to
         allow the Agent and any Company to inspect and make copies from
         Seller's books and records maintained at off-site data processing or
         storage facilities.

17.      For each Purchaser that is not incorporated under the laws of the
         United States of America, or a state thereof, two duly completed copies
         of United States Internal Revenue Service Form W-8BEN or W-8ECI,
         certifying in either case that such Purchaser is entitled to receive
         payments under this Agreement without deduction or withholding of any
         United States federal income taxes.

18.      Executed copies of the Performance Undertaking of Provider.

19.      Evidence satisfactory to the Agent of the consummation of the Dean
         Acquisition.

20.      The "Demand Note" issued under and as defined in the Original Agreement
         marked cancelled and an executed copy of the Demand Note issued under
         and as defined in the Agreement.

21.      Executed copies of the Intercreditor Agreement, dated as of the date of
         the date hereof, by and among the Agent and First Union National Bank,
         as administrative agent under the Dean Credit Agreement.

22.      A duly executed Officer's Certificate of Provider, certifying a true,
         correct and complete copy of the Dean Credit Agreement and the related
         security documents.

23.      Each Company shall have received copies of a Funding Agreement, in form
         and substance satisfactory to such Company, duly executed by the
         parties thereto.

PART III: Documents to be Delivered in Connection with the Receivables Transfer
Agreement

Executed copies of the Receivables Sale Agreement, duly executed by the parties
thereto.

1.       Copy of the Resolutions of the Board of Directors, members or partners,
         as applicable, of Morningstar certified by its Secretary, authorizing
         Morningstar's execution, delivery and performance of the Transfer
         Agreement and the other documents to be delivered by it thereunder.

2.       Articles or Certificate of Incorporation of Morningstar, certified by
         the Secretary of State of the jurisdiction of organization of
         Morningstar on or within thirty (30) days prior to the Closing Date.



                                    Sch. B-7
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


3.       Good Standing Certificate for Morningstar issued by the Secretaries of
         State of its state of organization and each jurisdiction where it has
         material operations, each of which is listed on Attachment A hereto.

4.       A certificate of the Secretary of Morningstar certifying: (i) the names
         and signatures of the officers authorized on its behalf to execute the
         Transfer Agreement and any other documents to be delivered by it
         thereunder and (ii) a copy of its By-Laws.

5.       Time stamped receipt copies of proper financing statements, duly filed
         under the UCC on or before the Closing Date in all jurisdictions as may
         be necessary or, in the opinion of Seller (or its assigns), desirable,
         under the UCC of all appropriate jurisdictions or any comparable law in
         order to perfect the ownership interests contemplated by the Transfer
         Agreement.

6.       Time stamped receipt copies of proper UCC termination statements, if
         any, necessary to release all security interests and other rights of
         any Person in the Receivables, Writings, Contracts or Related Security
         previously granted by Morningstar.

7.       Time stamped receipt copies of proper UCC-3 amendments to each UCC-1
         previously filed pursuant to the Original Transfer Agreement.

8.       A favorable opinion of legal counsel for Morningstar reasonably
         acceptable to Seller (or its assigns) that addresses the following
         matters and such other matters as Seller (or its assigns) may
         reasonably request:(4)

                  --       Morningstar is a corporation duly organized, validly
                           existing, and in good standing under the laws of its
                           state of incorporation.

                  --       Morningstar has all requisite authority to conduct
                           its business in each jurisdiction where failure to be
                           so qualified would have a material adverse effect on
                           Morningstar's business.

                  --       Morningstar has all requisite power and authority to
                           execute, deliver and perform all of its obligations
                           under the Transfer Agreement and each other
                           Transaction Document to which it is a party.

                  --       The execution and delivery by Morningstar of the
                           Transfer Agreement and each other Transaction
                           Document to which it is a party and its performance
                           of its obligations thereunder have been duly
                           authorized by all necessary corporate action and
                           proceedings on the part of Morningstar and will not:



----------

(4)      Also to include any other opinions previously given.



                                    Sch. B-8
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                           (a)      require any action by or in respect of, or
                                    filing with, any governmental body, agency
                                    or official (other than the filing of UCC
                                    financing statements);

                           (b)      contravene, or constitute a default under,
                                    any provision of applicable law or
                                    regulation or of its articles or certificate
                                    of incorporation or bylaws, or of any
                                    agreement, judgment, injunction, order,
                                    decree or other instrument binding upon
                                    Morningstar; or

                           (c)      result in the creation or imposition of any
                                    Adverse Claim on assets of Morningstar or
                                    any of its Subsidiaries (except as
                                    contemplated by the Transfer Agreement).

                  --       The Transfer Agreement and each other Transaction
                           Document to which it is a party has been duly
                           executed and delivered by Morningstar and constitutes
                           the legal, valid, and binding obligation of
                           Morningstar enforceable in accordance with its terms,
                           except to the extent the enforcement thereof may be
                           limited by bankruptcy, insolvency or similar laws
                           affecting the enforcement of creditors' rights
                           generally and subject also to the availability of
                           equitable remedies if equitable remedies are sought.

                  --       The provisions of the Transfer Agreement are
                           sufficient to constitute authorization by Morningstar
                           for the filing of the financing statements required
                           under the Transfer Agreement.

                  --       With respect to Morningstar, for the purposes of the
                           UCC as in effect in its state of incorporation,
                           Morningstar is a "registered organization".

                  --       The provisions of the Transfer are effective to
                           create a valid security interest in favor of MRC in
                           all Receivables and upon the filing of financing
                           statements, MRC shall acquire a first priority,
                           perfected security interest in such Receivables.

                  --       To the best of the opinion giver's knowledge, there
                           is no action, suit or other proceeding against
                           Morningstar or any Affiliate of Morningstar, that
                           would materially adversely affect the business or
                           financial condition of Morningstar and its Affiliates
                           taken as a whole or that would materially adversely
                           affect the ability of Morningstar to perform its
                           obligations under the Transfer Agreement.

9.       A "true sale" opinion and "substantive consolidation" opinion of
         counsel for Morningstar with respect to the transactions contemplated
         by the Transfer Agreement.



                                    Sch. B-9
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


10.      A Compliance Certificate.

11.      Executed copies of (i) all consents from and authorizations by any
         Persons and (ii) all waivers and amendments to existing credit
         facilities, that are necessary in connection with the Transfer
         Agreement.

12.      Executed copies of the Subordinated Transfer Note (as defined in the
         Transfer Agreement) by MRC in favor of Morningstar.



                                   Sch. B-10
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   SCHEDULE C

                                  DEAN ENTITIES



DEAN FOODS ICE CREAM COMPANY
VERIFINE DAIRY PRODUCTS CORPORATION OF SHEBOYGAN, INC.
LIBERTY DAIRY COMPANY
DEAN FOODS COMPANY OF INDIANA, INC.
DEAN MILK COMPANY, INC.
DEAN FOODS NORTH CENTRAL, INC.
ALTA-DENA CERTIFIED DAIRY, INC.
ALTA-DENA HOLDINGS, INC.
DEAN FOODS COMPANY OF CALIFORNIA, INC.
BERKELEY FARMS, INC.
DEAN DAIRY PRODUCTS COMPANY
MEADOW BROOK DAIRY COMPANY
REITER DAIRY, INC.
PURITY DAIRIES, INCORPORATED
MCCARTHUR DAIRY, INC.
T. G. LEE FOODS, INC.
MAYFIELD DAIRY FARMS, INC.
CREAMLAND DAIRIES, INC.
BELL DAIRY PRODUCTS, INC.
GANDY'S DAIRIES, INC.
CREAMLAND DAIRIES, INC.
RYAN FOODS COMPANY, LLC
RYAN FOODS NORTH CENTRAL, INC.



                                    Sch. C-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   SCHEDULE D

                                   ORIGINATORS


Morningstar Receivables Corp.
Country Fresh, LLC
Land-O-Sun Dairies, LLC
Southern Foods Group, L.P.
Dean Northeast, LLC (f/k/a Suiza GTL, LLC)
Tuscan/Lehigh Dairies, L.P.
Tuscan/Lehigh Management, L.L.C.
Alta-Dena Certified Dairy, Inc.
Alta-Dena Holdings, Inc.
Bell Dairy Products, Inc.
Berkeley Farms, Inc.
Creamland Dairies, Inc.
Dean Dairy Products Company
Dean Foods Company of California, Inc.
Dean Foods Company of Indiana, Inc.
Dean Foods Ice Cream Company
Dean Foods North Central, Inc.
Dean Milk Company, Inc.
Gandy's Dairies, Inc.
Liberty Dairy Company
Mayfield Dairy Farms, Inc.
McArthur Dairy, Inc.
Meadow Brook Dairy Company
Purity Dairies, Incorporated
Reiter Dairy, Inc.
Ryan Foods Company, LLC
Ryan Foods North Central, Inc.
T. G. Lee Foods, Inc.
Verifine Dairy Products Corporation of Sheboygan, Inc.



                                    Sch. D-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   SCHEDULE E

                                NOTICE ADDRESSES


<Table>
<S>                                                  <C>
The Agent:                                           Falcon:

Bank One, NA (Main Office Chicago), as               Falcon Asset Securitization Corporation
Agent                                                c/o Bank One, NA (Main Office Chicago),
1 Bank One Plaza                                     as Agent
Suite IL1-0596, 1-21                                 1 Bank One Plaza
Chicago, Illinois 60670-0596                         Suite IL1-0079, 1-19
Attention: Asset Backed Finance                      Chicago, Illinois 60670-00079
Facsimile: (312) 732-4487                            Attention: Asset Backed Finance
                                                     Facsimile: (312) 732-4487

CLNY:                                                Atlantic:

Credit Lyonnais New York Branch                      c/o Credit Lyonnais New York Branch
1301 Avenue of the Americas                          1301 Avenue of the Americas
12th Floor                                           12th Floor
New York, New York 10019                             New York, New York 10019
Attention:                                           Attention:
Facsimile:                                           Facsimile:

Credit Agricole:                                     Seller and each Seller Party:

Credit Agricole Indosuez                             See Exhibit III under the heading "Principal
55 E. Monroe                                         Place of Business"
Suite 4700
Chicago, Illinois 60603
Attention:
Facsimile:
</Table>



                                    Sch. E-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   SCHEDULE F

                            TOP TWENTY-FIVE OBLIGORS



<Table>
<Caption>
                                           SUIZA            DEAN          TOTAL               %
<S>                                       <C>             <C>            <C>                 <C>
      1 Wal-Mart/Sams Wholesale           27,263,173      22,148,465     49,411,638          8.1%
      2 Albertsons/American Stores        14,194,302      11,310,569     25,504,871          4.2%
      3 Royal Ahold/Stop and Shop          5,829,341       6,078,820     11,908,161          2.0%
      4 Meijers                                           10,809,353     10,809,353          1.8%
      5 Safeway/Randalls/Tom Thumb         7,166,617       3,604,703     10,771,320          1.8%
      6 Kroger/Fred Meyer/Ralphs           4,207,539       3,195,274      7,402,813          1.2%
      7 Flemming Foods                     2,996,224       4,283,050      7,279,274          1.2%
      8 Baskin Robbins                                     7,169,638      7,169,638          1.2%
      9 Sysco                              3,950,589       2,976,245      6,926,834          1.1%
     10 Super Value, Inc.                  2,676,646       4,040,688      6,717,334          1.1%
     11 Publix Supermarkets                2,849,073       3,839,635      6,688,708          1.1%
     12 Price Choppers                     5,231,414                      5,231,414          0.9%
     13 K-Mart                             4,403,529         739,342      5,142,872          0.8%
     14 A&P Consolidated                   4,832,655                      4,832,655          0.8%
     15 Food Lion Stores                   1,820,949       2,952,885      4,773,834          0.8%
     16 Acme Markets                       4,384,750                      4,384,750          0.7%
     17 Alliant                            2,926,404       1,188,945      4,115,348          0.7%
     18 Giant Eagle Inc.                                   4,105,995      4,105,995          0.7%
     19 Gordon Food Service                3,478,970                      3,478,970          0.6%
     20 Winn Dixie                         1,057,459       2,391,088      3,448,547          0.6%
     21 Bi-Lo                              3,398,971                      3,398,971          0.6%
     22 Central Grocers                                    3,179,888      3,179,888          0.5%
     23 C&S/ Pathmark                      3,179,045                      3,179,045          0.5%
     24 Costco Corp.                       3,081,970                      3,081,970          0.5%
     25 Consolidated Dairy                 2,901,617                      2,901,617          0.5%
</Table>



                                    Sch. F-1
<PAGE>

                                                            AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT


                                   SCHEDULE G

                                CHASE LOCK-BOXES


<Table>
<Caption>
                                                                                            RELATED COLLECTION
SELLER PARTY                                            LOCK-BOX                                  ACCOUNT
------------                                            --------                            ------------------
<S>                                        <C>                                            <C>
Creamland Dairies, Inc. (Price's           PRICES                                         Chase Bank of
Creameries Division)                       PO BOX 7                                       Texas
                                           EL PASO, TX  79940                             Price's Creameries
                                                                                          151 018 10230

Southern Foods Group, L.P.                 Oak Farms Dairy (Dallas)                       Chase Bank of
                                           P.O. Box 910067                                Texas
                                           Dallas, TX 75391-0067                          2200 Ross Avenue
                                                                                          Dallas, TX 75201
                                                                                          Account #
                                                                                          08800946079

                                           Oak Farms Dairy                                Chase Bank of
                                           (San Antonio)                                  Texas
                                           P.O. Box 910126                                2200 Ross Avenue
                                           Dallas, TX 72391-0126                          Dallas, TX 75201
                                                                                          Account #
                                                                                          08800946087
</Table>



                                    Sch. G-1