SECOND AMENDMENT TO  AMENDED AND RESTATEDLOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT (the "Agreement") TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of September 30, 2001, among U.S. Bank
National Association, a national banking association ("Bank"), and Horizon Organic Holding Corporation, a Delaware corporation ("Borrower").

R E C I T A L S:

Borrower was previously granted a Line of Credit and a Term Loan pursuant to the terms of that certain Amended and Restated Loan and Security Agreement dated as
of May 30, 2000, as amended by the First Amendment to Amended and Restated Loan and Security Agreement dated as of September 28, 2000 (as so amended, the "Loan Agreement"). All terms
that are capitalized herein, which are not otherwise defined, shall have the meanings given to them in the Loan Agreement, as amended hereby. The direct and indirect subsidiaries of Borrower, referred
to as Guarantors and the UK Subsidiaries in the Loan Agreement, were also signatories to the Loan Agreement and certain other Loan Papers, in those respective capacities, as more particularly
described therein. The Borrower and the Lenders desire to amend certain provisions of the Loan Agreement.

NOW,
THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto covenant and agree as follows:

1.    Section 1.1
of the Loan Agreement,Defined Terms, as amended, shall be amended by adding, deleting and restating
the following terms, which shall have the meanings indicated, unless the context otherwise requires:



Total Funded
Debt Ratio

Applicable
LIBOR Rate Margin

Applicable
Prime Rate Margin< 1.250 to 1

1.650
%
0.00
%3 1.250 to 1 but £ 2.500 to 1

2.000
%
0.00
%> 2.500 to 1 but £ 3.750 to 1

2.500
%
0.75
%> 3.750 to 1 but £ 4.175 to 1

3.125
%
1.00
%> 4.175 to 1

3.750
%
1.25
%




2.    Section 2.3
of the Loan Agreement,The Notes, shall be deleted.

3.    Section 2.4
of the Loan Agreement,Payments of Principal, shall be amended to read as follows:



4.    Section 2.5
of the Loan Agreement,Interest, shall be amended to read as follows:



5.    Section 2.6
of the Loan Agreement,LIBOR Rate, shall be amended to read as follows:



6.    Section 2.7
of the Loan Agreement,Termination of Facility, shall be deleted.

7.    Section 9.9(c)(ii) of
the Loan Agreement, in the section titledSuccessors and Assigns, shall be
amended to read; "(ii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Notes subject to a LIBOR Rate".

IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers to be effective as of the date first hereinabove written.

|BORROWER:   |  | HORIZON ORGANIC HOLDING CORPORATION
|----------- |  | -----------------------------------
|            |  | By                                 
|            |  | Its                                
|GUARANTORS: |  | HORIZON ORGANIC DAIRY, INC.        
|            |  | By                                 
|            |  | Its                                

|                 |  | HORIZON ORGANIC DAIRY, MARYLAND FARM, INC.  
|---------------- |  | --------------------------------------------
|                 |  | By                                          
|                 |  | Its                                         
|                 |  | HORIZON ORGANIC DAIRY, IDAHO FARM, INC.     
|                 |  | By                                          
|                 |  | Its                                         
|                 |  | HORIZON ORGANIC DAIRY, CALIFORNIA FARM, INC.
|                 |  | By                                          
|                 |  | Its                                         
|                 |  | HORIZON ORGANIC INTERNATIONAL, INC.         
|                 |  | By                                          
|                 |  | Its                                         
|UK SUBSIDIARIES: |  | HORIZON ORGANIC DAIRY LIMITED               
|                 |  | By                                          
|                 |  | Its                                         
|                 |  | RACHEL'S DAIRY LIMITED                      
|                 |  | By                                          
|                 |  | Its                                         
|                 |  | ORGANIC MATTERS LIMITED                     
|                 |  | By                                          
|                 |  | Its                                         

|      |  | MEADOW FARMS LIMITED          
|----- |  | ------------------------------
|      |  | By                            
|      |  | Its                           
|      |  | ORGANIC DAIRIES LIMITED       
|      |  | By                            
|      |  | Its                           
|BANK: |  | U.S. BANK NATIONAL ASSOCIATION
|      |  | By                            
|      |  | Its                           



Exhibit A-2 to
Amended and Restated Loan and Security Agreement

FORM OF LINE OF CREDIT NOTE

|$25,000,000 |  | Denver, Colorado  
|----------- |  | ------------------
|            |  | September 30, 2001

FOR
VALUE RECEIVED, the undersigned Horizon Organic Holding Corporation, a Delaware corporation (hereinafter referred to as "Borrower"),
promises to pay to the order of U.S. Bank National Association (hereinafter referred to as "Bank"), at such place as Bank may designate, in lawful money
of the United States of America and in immediately available funds, the principal sum of Twenty Five Million Dollars ($25,000,000) or so much thereof as may be advanced and be outstanding, together
with interest on any and all principal amounts outstanding calculated in accordance with the provisions set forth below. This Note is issued under that certain Amended and Restated Loan and Security
Agreement dated May 30, 2000 (as the same has been and may be amended, replaced, restated and/or supplemented from time to time, the "Loan
Agreement") between Borrower and Bank.

Capitalized
terms used and not defined herein shall have the meanings given to such terms in the Loan Agreement.

The
outstanding Advances hereunder shall accrue interest at the Prime Rate, the LIBOR Rate or a combination thereof, as more fully provided in the Loan Agreement. Borrower shall have the
right to make prepayments of principal only in accordance with the Loan Agreement.

Borrower
shall pay interest on the unpaid principal amount of each Advance made by Bank from the date of such Advance until such principal amount shall be paid in full, at the times and
at the rates per annum set forth in the Loan Agreement.

The
unpaid balance of this obligation at any time shall be the total amounts advanced hereunder by Bank, together with accrued and unpaid interest, less the amount of payments made
hereon by or for Borrower, which balance may be endorsed hereon from time to time by Bank.

In
addition to the repayment requirements imposed upon Borrower under the Loan Agreement, together with the agreements referred to therein, the principal and interest owing under this
Note shall be due and payable in full on the LOC Maturity Date, without presentment, demand, protest or further notice (including without limitation, notice of intent to accelerate and notice of
acceleration) of any kind, all of which are expressly waived by Borrower. Time is of the essence hereof.

Interim
payments made by Borrower pursuant to and in accordance with the Loan Agreement shall be applied as provided therein.

Should
any Default occur, then all sums of principal and interest outstanding hereunder may be declared immediately due and payable in accordance with the Loan Agreement, without
presentment, demand or notice of dishonor, all of which are expressly waived, and Bank shall have no obligation to make any further Advances pursuant to the Loan Agreement.

The
obligations of Borrower to Bank hereunder and under the Loan Agreement are secured by the Collateral granted to Bank pursuant to and as set forth in the Loan Agreement.

This
Note shall be construed in accordance with the laws of the State of Colorado.

|BORROWER: |  | HORIZON ORGANIC HOLDING CORPORATION
|--------- |  | -----------------------------------
|          |  | By                                 
|          |  | Its                                



Exhibit B-2 to
Amended and Restated Loan and Security Agreement

FORM OF TERM NOTE

|$25,000,000 |  | Denver, Colorado  
|----------- |  | ------------------
|            |  | September 30, 2001

FOR
VALUE RECEIVED, the undersigned Horizon Organic Holding Corporation, a Delaware corporation (hereinafter referred to as "Borrower"),
promises to pay to the order of U.S. Bank National Association (hereinafter referred to as "Bank"), at such place as Bank may designate, in lawful money
of the United States of America and in immediately available funds, the principal sum of Twenty Five Million Dollars ($25,000,000) or so much thereof as may be advanced and be outstanding, together
with interest on any and all principal amounts outstanding calculated in accordance with the provisions set forth below. This Note is issued under that certain Amended and Restated Loan and Security
Agreement dated May 30, 2000 (as the same has been and may be amended, replaced, restated and/or supplemented from time to time, the "Loan
Agreement") between Borrower and Bank.

Capitalized
terms used and not defined herein shall have the meanings given to such terms in the Loan Agreement.

The
outstanding Advances hereunder shall accrue interest at the Prime Rate, the LIBOR Rate or a combination thereof, as more fully provided in the Loan Agreement. Borrower shall have the
right to make prepayments of principal only in accordance with the Loan Agreement.

Borrower
shall pay interest on the unpaid principal amount of each Advance made by Bank from the date of such Advance until such principal amount shall be paid in full, at the times and
at the rates per annum set forth in the Loan Agreement.

The
unpaid balance of this obligation at any time shall be the total amounts advanced hereunder by Bank, together with accrued and unpaid interest, less the amount of payments made
hereon by or for Borrower, which balance may be endorsed hereon from time to time by Bank.

In
addition to the repayment requirements imposed upon Borrower under the Loan Agreement, together with the agreements referred to therein, the principal and interest owing under this
Note shall be due and payable in full on the Term Maturity Date, without presentment, demand, protest or further notice (including without limitation, notice of intent to accelerate and notice of
acceleration) of any kind, all of which are expressly waived by Borrower. Time is of the essence hereof.

Interim
payments made by Borrower pursuant to and in accordance with the Loan Agreement shall be applied as provided therein.

Should
any Default occur, then all sums of principal and interest outstanding hereunder may be declared immediately due and payable in accordance with the Loan Agreement, without
presentment, demand or notice of dishonor, all of which are expressly waived, and Bank shall have no obligation to make any further Advances pursuant to the Loan Agreement.

The
obligations of Borrower to Bank hereunder and under the Loan Agreement are secured by the Collateral granted to Bank pursuant to and as set forth in the Loan Agreement.

This
Note shall be construed in accordance with the laws of the State of Colorado.

|BORROWER: |  | HORIZON ORGANIC HOLDING CORPORATION
|--------- |  | -----------------------------------
|          |  | By                                 
|          |  | Its                                



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