EX-10.69



 Exhibit 10.69 
 AMENDMENT 2 TO TRANSITION SERVICES AGREEMENT 
 THIS AMENDMENT 2 TO
TRANSITION SERVICES AGREEMENT (this “Amendment”), dated as of December 28, 2012 but effective as of October 31, 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, which became effective as of October 31, 2012 (as amended by Amendment 1 to Transition Services Agreement, the “Agreement”); and 

WHEREAS, Dean Foods and WhiteWave desire to amend the Schedules to the Agreement to add additional Services to be provided by Dean Foods
and WhiteWave, respectively, as of the effective date of 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.        Amendments to Schedules. 

(a)        Schedule A of the Agreement is hereby amended to include the Services set forth on
Exhibit I hereto. 
 (b)        Schedule B of the Agreement is hereby amended to
include the Services set forth on Exhibit II hereto. 
 3.        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. 

4.        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. 

5.        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. 
 6.        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
		 	Senior Vice President and Treasurer
	
	THE WHITEWAVE FOODS COMPANY
		
	By:    	 	/s/ Roger E. Theodoredis
		 	Executive Vice President, Secretary and General Counsel



  
 2 








 Exhibit I - Amendment to Schedule A (Dean Foods as Provider) 

 

									
	 	  	 	  	Base Cost	 	  	 
	 	  	 	  	($/Month)	 	  	Third-Party Cost
	 Service 
	  	 End Date
	  	unless otherwise noted	 	  	
Pass-through (if Yes) *

	 Supply Chain
	  		  				  	
	 • Utilities payment and management
	  	6/30/13	  	$	0	  	  	Yes
	 • Management and communication of supplier cost changes 
	  	3/31/13	  	$	0	  	  	
	 • EHS headcount 
	  	6/30/13	  	$	13,700	  	  	
	 • Leased equipment (equipment usage, lease management, maintenance [if applicable], lease payments through
handover/lease expiration)
	  	3/31/13	  	$	0	  	  	Yes
	 • Hedging settlement (pass through of gains/losses)
	  	3/31/13	  	$	0	  	  	Yes

  

	*	Indicates areas where Provider currently anticipates third-party costs. This indication is for informational purposes only and does not restrict the Provider from
passing along third-party costs even if not currently anticipated. 








 Exhibit II - Amendment to Schedule B (WhiteWave as Provider) 

 

							
	 	  	 	  	Base Cost	  	 
	 	  	 	  	($/Month)	  	Third-Party Cost
	 Service
	  	End Date	  	 unless otherwise noted
	  	Pass-through (if Yes) *
	 Research and Development
	  		  		  	
	 • Continuation of R&D support from platform dedicated headcount until moved to platform
	  	12/31/12	  	Historical 2012 allocation	  	

  

	*	Indicates areas where Provider currently anticipates third-party costs. This indication is for informational purposes only and does not restrict the Provider from
passing along third-party costs even if not currently anticipated.