EX-10.68



 Exhibit 10.68 
 AMENDMENT 1 TO TRANSITION SERVICES AGREEMENT 
 THIS AMENDMENT 1 TO
TRANSITION SERVICES AGREEMENT (this “Amendment”), is dated November 20, 2012 is by and between Dean Foods Company, a Delaware corporation, (“Dean Foods”) and The WhiteWave Foods Company, a Delaware corporation
(“WhiteWave”). 
 WHEREAS, Dean Foods and WhiteWave previously entered into a Transition Services Agreement
dated October 25, 2012 (the “Agreement”), which became effective as of October 31, 2012; and 
 WHEREAS,
pursuant to the Agreement, certain Services are being provided by Morningstar Foods, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Dean Foods (“Morningstar”) and certain other direct and indirect
subsidiaries of Morningstar (collectively, the “Morningstar Business”) to WhiteWave and the Morningstar Business is receiving certain Services from WhiteWave (such Services being provided to and/or received by the Morningstar
Business, collectively, the “Morningstar-WhiteWave Services”); and 
 WHEREAS, in order to facilitate a
potential sale of all or part of the Morningstar Business by Dean Foods, Dean Foods and WhiteWave deem it to be appropriate and desirable for Morningstar and WhiteWave to enter into one or more separate transition services agreements governing the
terms of the Morningstar-WhiteWave Services (any such agreements, collectively, the “Morningstar- WhiteWave Transition Services Agreements”); and 
 WHEREAS, in connection with the entry into the Morningstar-WhiteWave Transition Services Agreements, Dean Foods and WhiteWave desire to amend the Agreement. 

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: 

1.        Capitalized Terms.  Capitalized terms contained in this Amendment and
not otherwise defined shall have the meaning ascribed to them in the Agreement. 

2.        Morningstar-WhiteWave Services.  From and after the date of this
Amendment, the terms and conditions under which all Morningstar-WhiteWave Services are provided shall cease to be governed by the Agreement and the Agreement shall be of no further effect with respect to the Morningstar-WhiteWave Services.

 3.        Amendments to Schedules.  Without limiting the generality
of the foregoing: 
 (a)        The End Date for (i) the Services described as
“Other-Distribution Services” on Schedule A to the Agreement and (ii) the Services described as “Supply-Chain-QA Lab Services” on Schedule B shall be November 20, 2012. 

(b)        The Base Cost for the Services described as “Research &
Development” on Schedule B to the Agreement shall be changed to $8,666. 

4.        Binding Effect and Assignment.  This Amendment shall be binding upon
and inure to the benefit of the parties hereto, their respective successors and permitted assigns, except as is otherwise expressly provided herein or in the Agreement. 

  
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 5.        The Agreement.  All other
terms and provisions of the Agreement not expressly modified by this Amendment shall remain in full force and effect and are hereby expressly ratified and confirmed. 
 6.        Titles.  The titles of the articles, sections and subsections of this Amendment are for convenience of reference only and shall not be
considered a part of or affect the construction or interpretation of any provisions of this Amendment. The words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this
Amendment as a whole and not to any particular Article, Section or other subdivision. 

7.        Execution.  This Amendment may be executed in any number of original,
facsimile, or portable document format (pdf) counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their proper and duly authorized representatives as
of the date first set forth above. 
  

			
	DEAN FOODS COMPANY 
		
	 By:    
	 	/s/ Timothy A. Smith
		 	Treasurer
	
	THE WHITEWAVE FOODS COMPANY
		
	 By:    
	 	/s/ Roger E. Theodoredis
		 	 Executive Vice President, Secretary and General
 Counsel




  
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