Amendment No. 5 to Fourth Amended and Restated Receivables Purchase Agreement and Reaffirmation of Performance Undertakings

Amendment No. 5 to Fourth Amended and Restated

Receivables Purchase Agreement

and
Reaffirmation of Performance Undertakings

                    This Amendment No. 5 to Fourth Amended and Restated Receivables Purchase Agreement and Reaffirmation of Performance Undertakings (this “Amendment” ) is entered into as of January 3, 2005, among Dairy Group Receivables, L.P. ( “Dairy I” ), Dairy Group Receivables II, L.P. ( “Dairy II” ), Specialty Group Receivables, L.P. ( “Specialty” ), Dean National Brand Group, L.P. ( “National Brand” and together with Dairy I, Dairy II and Specialty, the “Sellers” and each a “Seller” ), each entity signatory hereto as an Additional Servicer (each an “Additional Servicer” and collectively, the “Additional Servicers” ), each entity signatory hereto as a Financial Institution (each a “Financial Institution” and collectively, the “Financial Institutions” ), each entity signatory hereto as a Company (each a “Company” and collectively, the “Companies” ), JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent (the “Agent” ), and Dean Foods Company, as Provider ( “Provider” ). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Fourth Amended and Restated Receivables Purchase Agreement, dated as of March 30, 2004, among the Sellers, the Servicers party thereto, the Financial Institutions, the Companies and the Agent (as amended by Amendment No. 1 thereto, dated as of April 5, 2004, as further amended by Amendment No. 2 thereto, dated as of June 3, 2004, and as further amended by Amendment No. 3 thereto, dated as of August 13, 2004, and as further amended by Amendment No. 4 thereto, dated as of November 18, 2004, the “Receivables Purchase Agreement” ).

R E C I T A L S :

                    The Sellers, the Financial Institutions, the Companies, the Servicers and the Agent are parties to the Receivables Purchase Agreement.

                    In connection with the Receivables Purchase Agreement, Provider entered into each of (i) that certain Third Amended and Restated Performance Undertaking, dated as of March 30, 2004, by Provider in favor of Dairy I, (ii) that certain Second Amended and Restated Performance Undertaking, dated as of March 30, 2004, by Provider in favor of Dairy II, (iii) that certain Specialty Performance Undertaking, dated as of November 20, 2003, by Provider in favor of Specialty and (iv) that certain National Brand Performance Undertaking, dated as of March 30, 2004, by Provider in favor of National Brand (collectively, the “Performance Undertakings” ).

                    The Sellers, the Companies, the Financial Institutions and the Agent desire to amend the Receivables Purchase Agreement to, among other things, add each Additional Servicer as a “Servicer” thereunder, effective as of the date hereof, and Provider desires to

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reaffirm its obligations under the Performance Undertakings, all as more fully described herein.

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

                    Section 1. Additional Servicers to be Party to the Receivables Purchase Agreement. Subject to the terms and conditions set forth herein, upon satisfaction of the conditions precedent set forth in Section 4 hereof and effective as of the date hereof (the “Effective Date”), the Receivables Purchase Agreement is hereby amended to add each Additional Servicer as a “Servicer” party to the Receivables Purchase Agreement. As of the Effective Date, each Additional Servicer hereby agrees to be a “Servicer” party to the Receivables Purchase Agreement, as amended hereby, and hereby assumes all of the obligations and liabilities of, and hereby agrees to be bound by all of the terms, covenants and conditions with respect to a “Servicer” under the Receivables Purchase Agreement, as amended hereby, and under any other Transaction Document to which it is a party.

                    Section 2. Amendments. Immediately upon the satisfaction of each of the conditions precedent set forth in Section 4 of this Amendment, the Receivables Purchase Agreement is hereby amended as follows:

                         (a) Section 5.1(m) of the Receivables Purchase Agreement is hereby amended by inserting the phrase “and each of the New National Brand Entities represents and warrants that since September 30, 2004,” immediately following the phrase “and each of the New Entities represents and warrants that since December 31, 2002,” where such phrase appears therein.

                         (b) Section 7.1(e)(ii) of the Receivables Purchase Agreement is hereby amended by (i) inserting the phrase “each New National Brand Entity,” immediately following the phrase “each Additional Entity,” where such phrase appears therein, and (ii) inserting the phrase “on or prior to January 3, 2005 with respect to any Originator that is a New National Brand Entity,” immediately following the phrase “on or prior to November 20, 2003 with respect to Specialty Group and any Originator that is an Additional Entity,” where such phrase appears therein.

                         (c) Article VIII of the Receivables Purchase Agreement is hereby amended by (i) inserting the phrase “, each New National Brand Entity” immediately following each occurrence of the phrase “each Additional Entity” in such Article, and (ii) inserting the phrase “, each New National Brand Entity’s,” immediately following the phrase “each Additional Entity’s” where such phrase appears in Section 8.6 thereof.

                         (d) Exhibit I to the Receivables Purchase Agreement is hereby

amended by amending and restating the definition of the term “DHR” where it appears in the definition of “Dilution Reserve” in its entirety to read as follows: “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 Net Receivables Balance”.

                         (e) Exhibit I to the Receivables Purchase Agreement is hereby amended by amending and restating the definitions of “Credit and Collection Policy”, “Facility Termination Date”, “Purchase Limit” and “Yield and Servicer Reserve” in their entirety to read as follows:

     “ Credit and Collection Policy ” means each Originator’s credit and collection policies and practices relating to Writings, Contracts and Receivables existing on the date hereof with respect to each New Entity, on November 20, 2003 with respect to each Additional Entity, on the Original Closing Date with respect to each other Originator, and on January 3, 2005 with respect to each New National Brand Entity and summarized in Exhibit VIII hereto, as modified from time to time in accordance with this Agreement.

     “ Facility Termination Date ” means the earliest of (i) the Liquidity Termination Date, (ii) the Amortization Date and (iii) November 17, 2007.

     “ Purchase Limit ” means $600,000,000, as such amount may be modified in accordance with the terms of Section 4.6(b) .

     “ Yield and Servicer Reserve ” means, on any date, an amount equal to 2.0% of the Net Receivables Balance as of the close of business of the Servicers on such date.

Notwithstanding anything to the contrary contained herein, the parties hereto hereby agree that the amendment and restatement of the definition “Facility Termination Date” shall have been effective as of December 31, 2004.

                         (f) Exhibit I to the Receivables Purchase Agreement is hereby amended by adding thereto the following new defined term in proper alphabetical order:

     “ New National Brand Entity ” means each of Horizon Organic Holding Corporation, a Delaware corporation, and White Wave, Inc., a Colorado corporation.

                         (g) Exhibit III to the Receivables Purchase Agreement is hereby supplemented by the information contained on Annex A hereto.

                         (h) Exhibit IV to the Receivables Purchase Agreement is hereby

Amendment no. 5 to fourth amended and restated
receivables purchase agreement and reaffirmation
of performance undertakings

supplemented by the Collection Banks, Collection Accounts and Lock-Boxes listed on Annex B hereto.

                         (i) Exhibit X to the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as set forth on Annex C hereto.

                         (j) Schedule A to the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as set forth on Annex D hereto.

                         (k) Schedule D to the Receivables Purchase Agreement is hereby amended by inserting references to the following Originators in the list of Originators on such schedule in the appropriate alphabetical order: “Horizon Organic Holding Corporation” and “White Wave, Inc.”.

                    Section 3. Reaffirmation of Performance Guaranty. Provider acknowledges the amendments to the Receivables Purchase Agreement effected hereby and reaffirms that its obligations under each of the Performance Undertakings and each other Transaction Document to which it is a party continue in full force and effect with respect to the Receivables Purchase Agreement.

                    Section 4. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date hereof upon the satisfaction of the following conditions precedent:

                         (a)  Documentation . The Agent shall have received each of the documents listed on Annex E hereto, each in form and substance satisfactory to the Agent.

                         (b) Representations and Warranties. As of the date hereof, both before and after giving effect to this Amendment, all of the representations and warranties contained in the Receivables Purchase Agreement and in each other Transaction Document shall be true and correct as though made on and as of the date hereof (and by its execution hereof, each Seller shall be deemed to have represented and warranted such).

                         (c) No Amortization Event or Potential Amortization Event. As of the date hereof, both before and after giving effect to this Amendment, no Amortization Event or Potential Amortization Event shall have occurred and be continuing (and by its execution hereof, each Seller shall be deemed to have represented and warranted such).

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Amendment no. 5 to fourth amended and restated
receivables purchase agreement and reaffirmation
of performance undertakings

                    Section 5. Miscellaneous.

                         (a) Effect; Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precise