Amendment No. 2 To Senior Credit Facility

SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT


THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this "Second Amendment") is entered into as of April __, 2002 by and among DEAN FOODS COMPANY (formerly known as Suiza Foods Corporation), a Delaware corporation (the "Borrower"), those certain subsidiaries of the Borrower party to the Credit Agreement defined below (the "Guarantors"), WACHOVIA BANK, NATIONAL ASSOCIATION (successor to First Union National Bank), as Administrative Agent (the "Administrative Agent") for the lenders party to the Credit Agreement defined below (the "Lenders"), BANK ONE, NA, as Syndication Agent for the Lenders (the "Syndication Agent"), FLEET NATIONAL BANK, HARRIS TRUST AND SAVINGS BANK and SUNTRUST BANK, as Co-Documentation Agents (the "Documentation Agents"), the Required Lenders, and the Tranche B Term Loan Lenders.


RECITALS


WHEREAS, the Borrower, the Guarantors, the Administrative Agent, the Syndication Agent, the Documentation Agents and the Lenders are parties to that certain Credit Agreement dated as of July 31, 2001 (as amended, prior to the date hereof, the "Credit Agreement"), which provides for the making of revolving loans, term loans and other financial accommodations to the Borrower;


WHEREAS, the Credit Parties have requested that (i) the Required Lenders and the Lenders providing Tranche B Term Loans agree to a modification to the Credit Agreement to change the pricing of the Tranche B Term Loan, (ii) the Required Lenders agree to amend the definition of "Equity Issuance" to exclude the issuance of Capital Stock to directors, officers, employees, former employees and their personal representatives, heirs and beneficiaries pursuant to the exercise of options and (iii) the Required Lenders consent to the acquisition by the Borrower of all or substantially all of the outstanding Capital Stock of White Wave, Inc. (the "White Wave Acquisition"), and, in connection therewith, agree that the White Wave Acquisition is a Permitted Acquisition under the Credit Agreement; and


WHEREAS, the Required Lenders and the Lenders providing Tranche B Term Loans, as applicable, have agreed to amend the Credit Agreement on the terms and subject to the conditions set forth in this Second Amendment and the Required Lenders have agreed to consent to the White Wave Acquisition subject to the terms and conditions set forth herein.


NOW, THEREFORE, the parties hereto hereby agree as follows:


SECTION 1. DEFINITIONS. Except as otherwise defined in this Second Amendment, terms defined in the Credit Agreement are used herein as defined therein.


SECTION 2. AMENDMENT TO THE DEFINITION OF APPLICABLE PERCENTAGE IN THE CREDIT AGREEMENT. Subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, the Required Lenders and the Lenders providing Tranche B Term Loans hereby agree that Section 1.1 of the Credit Agreement shall be amended effective as of the date hereof by deleting the definition of the term "Applicable Percentage" set forth therein in its entirety and replacing it with the following:


"Applicable Percentage" shall mean, for any day, the rate per
annum set forth below opposite the applicable level (the "Level") then
in effect, it being understood that the Applicable Percentage for (i)
Revolving Loans and Tranche A Term Loans which are Alternate Base Rate
Loans shall be the percentage set forth under the column "Alternate
Base Rate Margin for Revolving Loans and Tranche A Term Loans", (ii)
Revolving Loans and Tranche A Term Loans which are LIBOR Rate Loans
shall be the percentage set forth under the column "LIBOR Rate Margin
for Revolving Loans, Tranche A Term Loans and the Letter of Credit
Fee", (iii) Tranche B Term Loans which are Alternate Base Rate Loans
shall be the percentage set forth under the column "Alternate Base Rate
Margin for Tranche B Term Loan," (iv) Tranche B Term Loans which are
LIBOR Rate Loans shall be the percentage set forth under the column
"LIBOR Rate Margin for Tranche B Term Loans", (v) the Letter of Credit
Fee shall be the percentage set forth under the column "LIBOR Rate
Margin for Revolving Loans, Tranche A Term Loans and Letter of Credit
Fee" and (vi) the Commitment Fee shall be the percentage set forth
under the column "Commitment Fee":


LIBOR Rate
Alternate Margin for
...