sv3asr

SHENANDOAH’S PRIDE, LLC
SULPHUR SPRINGS CULTURED
SPECIALTIES, LLC
SWISS II, LLC
TERRACE DAIRY, LLC

/s/ Lisa N. Tyson

Lisa N. Tyson

Vice President and Secretary

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J9CcJffPAv1mZ76aMvDmlRzhJhwT4RHUb+iMU0qNpWPokR3WNO/U88innKKlqbZU Pa1iF0ePn5JrpkYlWBrsAw== 0000950134-05-023154.txt : 20051214 0000950134-05-023154.hdr.sgml : 20051214 20051214161459 ACCESSION NUMBER: 0000950134-05-023154 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20051214 DATE AS OF CHANGE: 20051214 EFFECTIVENESS DATE: 20051214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN FOODS GROUP L P CENTRAL INDEX KEY: 0001058604 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 752571364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-12 FILM NUMBER: 051264020 BUSINESS ADDRESS: STREET 1: 3114 SOUTH HASKELL CITY: DALLAS STATE: TX ZIP: 75223 BUSINESS PHONE: 2148248163 MAIL ADDRESS: STREET 1: 3114 SOUTH HASKELL CITY: DALLAS STATE: TX ZIP: 75223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEAN HOLDING CO CENTRAL INDEX KEY: 0000027500 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 390318390 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-72 FILM NUMBER: 051264080 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVE STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-303-3400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: DEAN FOODS CO DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIPS LTD Partner II CENTRAL INDEX KEY: 0001330157 IRS NUMBER: 364327167 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-50 FILM NUMBER: 051264058 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE, SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE, SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kohler Mix Specialties, LLC CENTRAL INDEX KEY: 0001345401 IRS NUMBER: 841583749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-37 FILM NUMBER: 051264045 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Land-O-Sun Dairies,LLC CENTRAL INDEX KEY: 0001345402 IRS NUMBER: 742938694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-36 FILM NUMBER: 051264044 BUSINESS ADDRESS: STREET 1: 2900 BRISTOL HIGHWAY CITY: JOHNSON CITY STATE: TN ZIP: 37602 BUSINESS PHONE: 4232835700 MAIL ADDRESS: STREET 1: 2900 BRISTOL HIGHWAY CITY: JOHNSON CITY STATE: TN ZIP: 37602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Dairy CO CENTRAL INDEX KEY: 0001345403 IRS NUMBER: 381530956 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-35 FILM NUMBER: 051264043 BUSINESS ADDRESS: STREET 1: 1847 R.W. BERENDS DRIVE CITY: WYOMING STATE: MI ZIP: 49509 BUSINESS PHONE: 6165304800 MAIL ADDRESS: STREET 1: 1847 R.W. BERENDS DRIVE CITY: WYOMING STATE: MI ZIP: 49509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Louis Trauth Dairy, LLC CENTRAL INDEX KEY: 0001345404 IRS NUMBER: 752748077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-34 FILM NUMBER: 051264042 BUSINESS ADDRESS: STREET 1: 1045 YORK STREET CITY: NEWPORT STATE: KY ZIP: 41071 BUSINESS PHONE: 8594317553 MAIL ADDRESS: STREET 1: 1045 YORK STREET CITY: NEWPORT STATE: KY ZIP: 41071 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Marathon Dairy Investment Corp. CENTRAL INDEX KEY: 0001345405 IRS NUMBER: 412003984 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-33 FILM NUMBER: 051264041 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mayfield Dairy Farms, Inc. CENTRAL INDEX KEY: 0001345409 IRS NUMBER: 620583008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-32 FILM NUMBER: 051264040 BUSINESS ADDRESS: STREET 1: 813 MADISON AVENUE CITY: ATHENS STATE: TN ZIP: 37303 BUSINESS PHONE: 4237452151 MAIL ADDRESS: STREET 1: 813 MADISON AVENUE CITY: ATHENS STATE: TN ZIP: 37303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McArthur Dairy, Inc. CENTRAL INDEX KEY: 0001345410 IRS NUMBER: 590608937 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-31 FILM NUMBER: 051264039 BUSINESS ADDRESS: STREET 1: 500 SAWGRASS CORPORATE PARKWAY CITY: SUNRISE STATE: FL ZIP: 33325 BUSINESS PHONE: 3057957700 MAIL ADDRESS: STREET 1: 500 SAWGRASS CORPORATE PARKWAY CITY: SUNRISE STATE: FL ZIP: 33325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Meadow Brook Dairy CO CENTRAL INDEX KEY: 0001345411 IRS NUMBER: 251101612 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-30 FILM NUMBER: 051264038 BUSINESS ADDRESS: STREET 1: 2365 BUFFALO ROAD CITY: ERIE STATE: PA ZIP: 16510 BUSINESS PHONE: 8148993191 MAIL ADDRESS: STREET 1: 2365 BUFFALO ROAD CITY: ERIE STATE: PA ZIP: 16510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Melody Farms, L.L.C. CENTRAL INDEX KEY: 0001345412 IRS NUMBER: 431810270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-29 FILM NUMBER: 051264037 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Midwest Ice Cream CO CENTRAL INDEX KEY: 0001345413 IRS NUMBER: 364400130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-28 FILM NUMBER: 051264036 BUSINESS ADDRESS: STREET 1: 630 MEADOW STREET CITY: BELVIDERE STATE: IL ZIP: 61008 BUSINESS PHONE: 8155442105 MAIL ADDRESS: STREET 1: 630 MEADOW STREET CITY: BELVIDERE STATE: IL ZIP: 61008 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Model Dairy, LLC CENTRAL INDEX KEY: 0001345416 IRS NUMBER: 752677981 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-27 FILM NUMBER: 051264035 BUSINESS ADDRESS: STREET 1: 500 GOULD STREET CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7757887900 MAIL ADDRESS: STREET 1: 500 GOULD STREET CITY: RENO STATE: NV ZIP: 89502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Morningstar Foods, LLC CENTRAL INDEX KEY: 0001345417 IRS NUMBER: 200613096 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-26 FILM NUMBER: 051264034 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: New England Dairies, LLC CENTRAL INDEX KEY: 0001345418 IRS NUMBER: 522133222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-25 FILM NUMBER: 051264033 BUSINESS ADDRESS: STREET 1: 124 GROVE STREET CITY: FRANKLIN STATE: MA ZIP: 02038 BUSINESS PHONE: 5085289000 MAIL ADDRESS: STREET 1: 124 GROVE STREET CITY: FRANKLIN STATE: MA ZIP: 02038 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pet OFallon, LLC CENTRAL INDEX KEY: 0001345419 IRS NUMBER: 020572862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-23 FILM NUMBER: 051264031 BUSINESS ADDRESS: STREET 1: 610 EAST STATE ST. CITY: O'FALLON STATE: IL ZIP: 62269 BUSINESS PHONE: 6186326381 MAIL ADDRESS: STREET 1: 610 EAST STATE ST. CITY: O'FALLON STATE: IL ZIP: 62269 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Purity Dairies, INC CENTRAL INDEX KEY: 0001345420 IRS NUMBER: 620432129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-22 FILM NUMBER: 051264030 BUSINESS ADDRESS: STREET 1: 360-363 MURFREESBORO ROAD CITY: NASHVILLE STATE: TN ZIP: 37210 BUSINESS PHONE: 6152441900 MAIL ADDRESS: STREET 1: 360-363 MURFREESBORO ROAD CITY: NASHVILLE STATE: TN ZIP: 37210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Curan, LLC CENTRAL INDEX KEY: 0001345850 IRS NUMBER: 743004967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-82 FILM NUMBER: 051264090 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reeves Street, LLC CENTRAL INDEX KEY: 0001345851 IRS NUMBER: 200052254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-21 FILM NUMBER: 051264029 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Colorado ES, LLC CENTRAL INDEX KEY: 0001345852 IRS NUMBER: 742967360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-86 FILM NUMBER: 051264094 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Neptune Colorado LLC CENTRAL INDEX KEY: 0001345853 IRS NUMBER: 742967363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-24 FILM NUMBER: 051264032 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Regan, LLC CENTRAL INDEX KEY: 0001345854 IRS NUMBER: 743004965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-20 FILM NUMBER: 051264028 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEAN FOODS CO/ CENTRAL INDEX KEY: 0000931336 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 752559681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309 FILM NUMBER: 051264018 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE LB 30 STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE LB 30 STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: SUIZA FOODS CORP DATE OF NAME CHANGE: 19941013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON ORGANIC HOLDING CORP CENTRAL INDEX KEY: 0001041255 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 841405007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-42 FILM NUMBER: 051264050 BUSINESS ADDRESS: STREET 1: 6311 HORIZON LN STREET 2: SUITE 201 CITY: LONGMONT STATE: CO ZIP: 80308-7577 BUSINESS PHONE: 3035302711 MAIL ADDRESS: STREET 1: 6311 HORIZON LN STREET 2: SUITE 201 CITY: LONGMONT STATE: CO ZIP: 80308-7577 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Berkeley Farms, Inc. CENTRAL INDEX KEY: 0001345146 IRS NUMBER: 943308965 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-88 FILM NUMBER: 051264096 BUSINESS ADDRESS: STREET 1: 25500 CLAWITER ROAD CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5102658600 MAIL ADDRESS: STREET 1: 25500 CLAWITER ROAD CITY: HAYWARD STATE: CA ZIP: 94545 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Barber Ice Cream, LLC CENTRAL INDEX KEY: 0001345148 IRS NUMBER: 020572872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-90 FILM NUMBER: 051264098 BUSINESS ADDRESS: STREET 1: 126 BARBER COURT CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2059430265 MAIL ADDRESS: STREET 1: 126 BARBER COURT CITY: BIRMINGHAM STATE: AL ZIP: 35209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Barber Milk, Inc. CENTRAL INDEX KEY: 0001345149 IRS NUMBER: 364210352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-89 FILM NUMBER: 051264097 BUSINESS ADDRESS: STREET 1: 36 BARBER COURT CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2059422351 MAIL ADDRESS: STREET 1: 36 BARBER COURT CITY: BIRMINGHAM STATE: AL ZIP: 35209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 31 Logistics, Inc. CENTRAL INDEX KEY: 0001345151 IRS NUMBER: 364416921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-92 FILM NUMBER: 051264100 BUSINESS ADDRESS: STREET 1: 16110 E. HARDY CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 2818213111 MAIL ADDRESS: STREET 1: 16110 E. HARDY CITY: HOUSTON STATE: TX ZIP: 77032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alta-Dena Certified Dairy, Inc. CENTRAL INDEX KEY: 0001345152 IRS NUMBER: 364261347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-91 FILM NUMBER: 051264099 BUSINESS ADDRESS: STREET 1: 17637 E. VALLEY ROAD CITY: CITY OF INDUSTRY STATE: CA ZIP: 91744 BUSINESS PHONE: 6269646401 MAIL ADDRESS: STREET 1: 17637 E. VALLEY ROAD CITY: CITY OF INDUSTRY STATE: CA ZIP: 91744 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Broughton Foods, LLC CENTRAL INDEX KEY: 0001345201 IRS NUMBER: 314135025 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-87 FILM NUMBER: 051264095 BUSINESS ADDRESS: STREET 1: 1701 GREENE ST. (ST RD 27) CITY: MARIETTA STATE: OH ZIP: 45750 BUSINESS PHONE: 7403734121 MAIL ADDRESS: STREET 1: 1701 GREENE ST. (ST RD 27) CITY: MARIETTA STATE: OH ZIP: 45750 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Country Delite Farms, LLC CENTRAL INDEX KEY: 0001345203 IRS NUMBER: 752715954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-85 FILM NUMBER: 051264093 BUSINESS ADDRESS: STREET 1: 1401 CHURCH STREET CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153201440 MAIL ADDRESS: STREET 1: 1401 CHURCH STREET CITY: NASHVILLE STATE: TN ZIP: 37203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Country Fresh, LLC CENTRAL INDEX KEY: 0001345205 IRS NUMBER: 381256303 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-84 FILM NUMBER: 051264092 BUSINESS ADDRESS: STREET 1: 2555 BUCHANAN SW CITY: GRAND RAPIDS STATE: MI ZIP: 49548 BUSINESS PHONE: 6162430172 MAIL ADDRESS: STREET 1: 2555 BUCHANAN SW CITY: GRAND RAPIDS STATE: MI ZIP: 49548 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Creamland Dairies, Inc. CENTRAL INDEX KEY: 0001345207 IRS NUMBER: 850031142 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-83 FILM NUMBER: 051264091 BUSINESS ADDRESS: STREET 1: 010 INDIAN SCHOOL ROAD NW CITY: ALBUQUERQUE STATE: NM ZIP: 87102 BUSINESS PHONE: 5057681259 MAIL ADDRESS: STREET 1: 010 INDIAN SCHOOL ROAD NW CITY: ALBUQUERQUE STATE: NM ZIP: 87102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dairy Fresh, LLC CENTRAL INDEX KEY: 0001345214 IRS NUMBER: 752711138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-81 FILM NUMBER: 051264089 BUSINESS ADDRESS: STREET 1: 2221 PATTERSON AVE. CITY: WINSTON-SALEM STATE: NC ZIP: 27105 BUSINESS PHONE: 3367230311 MAIL ADDRESS: STREET 1: 2221 PATTERSON AVE. CITY: WINSTON-SALEM STATE: NC ZIP: 27105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dairy Information Systems, LLC CENTRAL INDEX KEY: 0001345215 IRS NUMBER: 202830009 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-80 FILM NUMBER: 051264088 BUSINESS ADDRESS: STREET 1: 3333 S. BANNOCK ST., SUITE 800 CITY: ENGLEWOOD STATE: CO ZIP: 80110 BUSINESS PHONE: 3037813977 MAIL ADDRESS: STREET 1: 3333 S. BANNOCK ST., SUITE 800 CITY: ENGLEWOOD STATE: CO ZIP: 80110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dairy Information Systems Holdings, LLC CENTRAL INDEX KEY: 0001345216 IRS NUMBER: 201859144 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-79 FILM NUMBER: 051264087 BUSINESS ADDRESS: STREET 1: 3333 S. BANNOCK ST., SUITE 800 CITY: ENGLEWOOD STATE: CO ZIP: 80110 BUSINESS PHONE: 3037813977 MAIL ADDRESS: STREET 1: 3333 S. BANNOCK ST., SUITE 800 CITY: ENGLEWOOD STATE: CO ZIP: 80110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Dairy Products CO CENTRAL INDEX KEY: 0001345241 IRS NUMBER: 251476269 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-77 FILM NUMBER: 051264085 BUSINESS ADDRESS: STREET 1: 1858 ONEIDA LANE CITY: SHARPSVILLE STATE: PA ZIP: 16150 BUSINESS PHONE: 7249627801 MAIL ADDRESS: STREET 1: 1858 ONEIDA LANE CITY: SHARPSVILLE STATE: PA ZIP: 16150 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Foods CO of California, Inc. CENTRAL INDEX KEY: 0001345243 IRS NUMBER: 364205685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-75 FILM NUMBER: 051264083 BUSINESS ADDRESS: STREET 1: 6400 REGIO AVE. CITY: BUENA PARK STATE: CA ZIP: 90620 BUSINESS PHONE: 7146842160 MAIL ADDRESS: STREET 1: 6400 REGIO AVE. CITY: BUENA PARK STATE: CA ZIP: 90620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Foods CO of Indiana, Inc. CENTRAL INDEX KEY: 0001345244 IRS NUMBER: 344144799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-74 FILM NUMBER: 051264082 BUSINESS ADDRESS: STREET 1: 11555 N. MERIDIAN, SUITE 530 CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 5742242480 MAIL ADDRESS: STREET 1: 11555 N. MERIDIAN, SUITE 530 CITY: CARMEL STATE: IN ZIP: 46032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Intellectual Property Services II, L.P. CENTRAL INDEX KEY: 0001345248 IRS NUMBER: 050533512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-70 FILM NUMBER: 051264078 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Intellectual Property Services, L.P. CENTRAL INDEX KEY: 0001345249 IRS NUMBER: 050533498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-69 FILM NUMBER: 051264077 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean International Holding CO CENTRAL INDEX KEY: 0001345250 IRS NUMBER: 752889785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-68 FILM NUMBER: 051264076 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Legacy Brands, Inc. CENTRAL INDEX KEY: 0001345251 IRS NUMBER: 203026025 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-67 FILM NUMBER: 051264075 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Management CORP CENTRAL INDEX KEY: 0001345252 IRS NUMBER: 752587782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-66 FILM NUMBER: 051264074 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Midwest II, LLC CENTRAL INDEX KEY: 0001345256 IRS NUMBER: 020572849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-64 FILM NUMBER: 051264072 BUSINESS ADDRESS: STREET 1: 3600 N. RIVER ROAD CITY: FRANKLIN PARK STATE: IL ZIP: 60131 BUSINESS PHONE: 8476781680 MAIL ADDRESS: STREET 1: 3600 N. RIVER ROAD CITY: FRANKLIN PARK STATE: IL ZIP: 60131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Midwest, LLC CENTRAL INDEX KEY: 0001345260 IRS NUMBER: 752969189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-63 FILM NUMBER: 051264071 BUSINESS ADDRESS: STREET 1: 3600 N. RIVER ROAD CITY: FRANKLIN PARK STATE: IL ZIP: 60131 BUSINESS PHONE: 8476781680 MAIL ADDRESS: STREET 1: 3600 N. RIVER ROAD CITY: FRANKLIN PARK STATE: IL ZIP: 60131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Milk Company, Inc. CENTRAL INDEX KEY: 0001345261 IRS NUMBER: 610471432 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-62 FILM NUMBER: 051264070 BUSINESS ADDRESS: STREET 1: 4420 BISHOP LANE CITY: LOUISVILLE STATE: KY ZIP: 40218 BUSINESS PHONE: 5024519111 MAIL ADDRESS: STREET 1: 4420 BISHOP LANE CITY: LOUISVILLE STATE: KY ZIP: 40218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Northeast II, LLC CENTRAL INDEX KEY: 0001345262 IRS NUMBER: 020572888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-61 FILM NUMBER: 051264069 BUSINESS ADDRESS: STREET 1: 124 GROVE STREET CITY: FRANKLIN STATE: MA ZIP: 02038 BUSINESS PHONE: 5085289000 MAIL ADDRESS: STREET 1: 124 GROVE STREET CITY: FRANKLIN STATE: MA ZIP: 02038 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Northeast, LLC CENTRAL INDEX KEY: 0001345263 IRS NUMBER: 522133221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-60 FILM NUMBER: 051264068 BUSINESS ADDRESS: STREET 1: 124 GROVE STREET CITY: FRANKLIN STATE: MA ZIP: 02038 BUSINESS PHONE: 5085289000 MAIL ADDRESS: STREET 1: 124 GROVE STREET CITY: FRANKLIN STATE: MA ZIP: 02038 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southern Foods Holdings CENTRAL INDEX KEY: 0001345269 IRS NUMBER: 752914102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-09 FILM NUMBER: 051264016 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE, SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE, SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Shenandoahs Pride, LLC CENTRAL INDEX KEY: 0001345270 IRS NUMBER: 742952858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-13 FILM NUMBER: 051264021 BUSINESS ADDRESS: STREET 1: 5319-5325 PORT ROYAL ROAD CITY: SPRINGFIELD STATE: VA ZIP: 22151 BUSINESS PHONE: 7033219500 MAIL ADDRESS: STREET 1: 5319-5325 PORT ROYAL ROAD CITY: SPRINGFIELD STATE: VA ZIP: 22151 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reiter Dairy of Akron, Inc. CENTRAL INDEX KEY: 0001345272 IRS NUMBER: 340092308 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-19 FILM NUMBER: 051264027 BUSINESS ADDRESS: STREET 1: 1055 WOOSTER ROAD CITY: BARBERTON STATE: OH ZIP: 44203 BUSINESS PHONE: 3307452552 MAIL ADDRESS: STREET 1: 1055 WOOSTER ROAD CITY: BARBERTON STATE: OH ZIP: 44203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reiter Dairy of Springfield, LLC CENTRAL INDEX KEY: 0001345273 IRS NUMBER: 043673675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-18 FILM NUMBER: 051264026 BUSINESS ADDRESS: STREET 1: 1941 COMMERCE CIRCLE CITY: SPRINGFIELD STATE: OH ZIP: 45504 BUSINESS PHONE: 9343235777 MAIL ADDRESS: STREET 1: 1941 COMMERCE CIRCLE CITY: SPRINGFIELD STATE: OH ZIP: 45504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Robinson Dairy, LLC CENTRAL INDEX KEY: 0001345275 IRS NUMBER: 840687466 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-17 FILM NUMBER: 051264025 BUSINESS ADDRESS: STREET 1: 646 BRYANT STREET CITY: DENVER STATE: CO ZIP: 80204 BUSINESS PHONE: 3038252990 MAIL ADDRESS: STREET 1: 646 BRYANT STREET CITY: DENVER STATE: CO ZIP: 80204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Schenkels All-Star Dairy, LLC CENTRAL INDEX KEY: 0001345276 IRS NUMBER: 752913243 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-16 FILM NUMBER: 051264024 BUSINESS ADDRESS: STREET 1: 1019 FLAXMILL ROAD CITY: HUNTINGTON STATE: IN ZIP: 46750 BUSINESS PHONE: 2603564225 MAIL ADDRESS: STREET 1: 1019 FLAXMILL ROAD CITY: HUNTINGTON STATE: IN ZIP: 46750 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Schenkels All-Star Delivery, LLC CENTRAL INDEX KEY: 0001345277 IRS NUMBER: 752913244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-15 FILM NUMBER: 051264023 BUSINESS ADDRESS: STREET 1: 1019 FLAXMILL ROAD CITY: HUNTINGTON STATE: IN ZIP: 46750 BUSINESS PHONE: 2603564225 MAIL ADDRESS: STREET 1: 1019 FLAXMILL ROAD CITY: HUNTINGTON STATE: IN ZIP: 46750 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Suiza Dairy Group Holdings, Inc. CENTRAL INDEX KEY: 0001345279 IRS NUMBER: 752859567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-08 FILM NUMBER: 051264015 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE, SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE, SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Swiss Premium Dairy, Inc. CENTRAL INDEX KEY: 0001345297 IRS NUMBER: 232950154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-04 FILM NUMBER: 051264011 BUSINESS ADDRESS: STREET 1: 2401 WALNUT STREET CITY: LEBANON STATE: PA ZIP: 17042 BUSINESS PHONE: 7177232658 MAIL ADDRESS: STREET 1: 2401 WALNUT STREET CITY: LEBANON STATE: PA ZIP: 17042 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Swiss II, LLC CENTRAL INDEX KEY: 0001345298 IRS NUMBER: 200613072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-05 FILM NUMBER: 051264012 BUSINESS ADDRESS: STREET 1: 1739 ALBION STREET CITY: LOS ANGELES STATE: CA ZIP: 90031 BUSINESS PHONE: 3232248513 MAIL ADDRESS: STREET 1: 1739 ALBION STREET CITY: LOS ANGELES STATE: CA ZIP: 90031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sulphur Springs Cultured Specialties, LLC CENTRAL INDEX KEY: 0001345299 IRS NUMBER: 752867711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-06 FILM NUMBER: 051264013 BUSINESS ADDRESS: STREET 1: 500 N. JACKSON CITY: SULPHUR SPRINGS STATE: TX ZIP: 75482 BUSINESS PHONE: 9038857573 MAIL ADDRESS: STREET 1: 500 N. JACKSON CITY: SULPHUR SPRINGS STATE: TX ZIP: 75482 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Suiza Dairy Group, Inc. CENTRAL INDEX KEY: 0001345300 IRS NUMBER: 043742039 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-07 FILM NUMBER: 051264014 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE, SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE, SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T.G. Lee Foods, Inc. CENTRAL INDEX KEY: 0001345301 IRS NUMBER: 591379635 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-03 FILM NUMBER: 051264010 BUSINESS ADDRESS: STREET 1: 315 N. BUMBY AVE. CITY: ORLANDO STATE: FL ZIP: 32803 BUSINESS PHONE: 4078944941 MAIL ADDRESS: STREET 1: 315 N. BUMBY AVE. CITY: ORLANDO STATE: FL ZIP: 32803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Terrace Dairy, LLC CENTRAL INDEX KEY: 0001345305 IRS NUMBER: 116011532 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-02 FILM NUMBER: 051264009 BUSINESS ADDRESS: STREET 1: 4195 MIDDLE COUNTRY ROAD CITY: CALVERTON STATE: NY ZIP: 11933 BUSINESS PHONE: 6313696336 MAIL ADDRESS: STREET 1: 4195 MIDDLE COUNTRY ROAD CITY: CALVERTON STATE: NY ZIP: 11933 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tuscan/Lehigh Dairies, Inc. CENTRAL INDEX KEY: 0001345306 IRS NUMBER: 331046774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-01 FILM NUMBER: 051264008 BUSINESS ADDRESS: STREET 1: 880 ALLENTOWN RD. CITY: LANSDALE STATE: PA ZIP: 19446 BUSINESS PHONE: 2158558205 MAIL ADDRESS: STREET 1: 880 ALLENTOWN RD. CITY: LANSDALE STATE: PA ZIP: 19446 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Verifine Dairy Products CORP of Sheboygan, Inc. CENTRAL INDEX KEY: 0001345307 IRS NUMBER: 390677200 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-11 FILM NUMBER: 051264019 BUSINESS ADDRESS: STREET 1: 1606 ERIE AVENUE CITY: SHEBOYGAN STATE: WI ZIP: 53082 BUSINESS PHONE: 9204577733 MAIL ADDRESS: STREET 1: 1606 ERIE AVENUE CITY: SHEBOYGAN STATE: WI ZIP: 53082 FILER: COMPANY DATA: COMPANY CONFORMED NAME: White Wave, Inc. CENTRAL INDEX KEY: 0001345308 IRS NUMBER: 840808981 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-65 FILM NUMBER: 051264073 BUSINESS ADDRESS: STREET 1: 1965 N. 57TH COURT CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034433470 MAIL ADDRESS: STREET 1: 1965 N. 57TH COURT CITY: BOULDER STATE: CO ZIP: 80301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WhiteWave Services, Inc. CENTRAL INDEX KEY: 0001345309 IRS NUMBER: 203026265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-76 FILM NUMBER: 051264084 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE, SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE, SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WhiteWave Foods CO CENTRAL INDEX KEY: 0001345310 IRS NUMBER: 752218815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-10 FILM NUMBER: 051264017 BUSINESS ADDRESS: STREET 1: 1965 N. 57TH COURT CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034433470 MAIL ADDRESS: STREET 1: 1965 N. 57TH COURT CITY: BOULDER STATE: CO ZIP: 80301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Puerto Rico Holdings, LLC CENTRAL INDEX KEY: 0001345322 IRS NUMBER: 752566832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-59 FILM NUMBER: 051264067 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean SoCal, LLC CENTRAL INDEX KEY: 0001345324 IRS NUMBER: 330866903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-58 FILM NUMBER: 051264066 BUSINESS ADDRESS: STREET 1: 4221 BUCHANAN ST. CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 9518988200 MAIL ADDRESS: STREET 1: 4221 BUCHANAN ST. CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Southeast II, LLC CENTRAL INDEX KEY: 0001345326 IRS NUMBER: 752969192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-57 FILM NUMBER: 051264065 BUSINESS ADDRESS: STREET 1: 2900 BRISTOL HIGHWAY CITY: JOHNSON CITY STATE: TN ZIP: 37602 BUSINESS PHONE: 4232835700 MAIL ADDRESS: STREET 1: 2900 BRISTOL HIGHWAY CITY: JOHNSON CITY STATE: TN ZIP: 37602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Southeast, LLC CENTRAL INDEX KEY: 0001345328 IRS NUMBER: 742938751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-56 FILM NUMBER: 051264064 BUSINESS ADDRESS: STREET 1: 2900 BRISTOL HIGHWAY CITY: JOHNSON CITY STATE: TN ZIP: 37602 BUSINESS PHONE: 4232835700 MAIL ADDRESS: STREET 1: 2900 BRISTOL HIGHWAY CITY: JOHNSON CITY STATE: TN ZIP: 37602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Southwest II, LLC CENTRAL INDEX KEY: 0001345330 IRS NUMBER: 752969190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-55 FILM NUMBER: 051264063 BUSINESS ADDRESS: STREET 1: 3114 S. HASKELL CITY: DALLAS STATE: TX ZIP: 75223 BUSINESS PHONE: 2148248163 MAIL ADDRESS: STREET 1: 3114 S. HASKELL CITY: DALLAS STATE: TX ZIP: 75223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Southwest, LLC CENTRAL INDEX KEY: 0001345331 IRS NUMBER: 752938753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-54 FILM NUMBER: 051264062 BUSINESS ADDRESS: STREET 1: 3114 S. HASKELL CITY: DALLAS STATE: TX ZIP: 75223 BUSINESS PHONE: 2148248163 MAIL ADDRESS: STREET 1: 3114 S. HASKELL CITY: DALLAS STATE: TX ZIP: 75223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Transportation, Inc. CENTRAL INDEX KEY: 0001345369 IRS NUMBER: 341848896 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-53 FILM NUMBER: 051264061 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIPS GP II, LLC CENTRAL INDEX KEY: 0001345370 IRS NUMBER: 203026083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-52 FILM NUMBER: 051264060 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIPS GP, Inc. CENTRAL INDEX KEY: 0001345371 IRS NUMBER: 050533495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-51 FILM NUMBER: 051264059 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVE. CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE. CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIPS LTD Partner CENTRAL INDEX KEY: 0001345372 IRS NUMBER: 050533454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-49 FILM NUMBER: 051264057 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Elgin Blenders, INC CENTRAL INDEX KEY: 0001345373 IRS NUMBER: 362997521 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-48 FILM NUMBER: 051264056 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fairmont Dairy, LLC CENTRAL INDEX KEY: 0001345374 IRS NUMBER: 020572890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-47 FILM NUMBER: 051264055 BUSINESS ADDRESS: STREET 1: 15 KISHACOQUILLAS ST. CITY: BELLEVILLE STATE: PA ZIP: 17004 BUSINESS PHONE: 7179352121 MAIL ADDRESS: STREET 1: 15 KISHACOQUILLAS ST. CITY: BELLEVILLE STATE: PA ZIP: 17004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gandys Dairies, Inc. CENTRAL INDEX KEY: 0001345378 IRS NUMBER: 750900623 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-46 FILM NUMBER: 051264054 BUSINESS ADDRESS: STREET 1: 201 UNIVERSITY CITY: LUBBOCK STATE: TX ZIP: 79415 BUSINESS PHONE: 8067638833 MAIL ADDRESS: STREET 1: 201 UNIVERSITY CITY: LUBBOCK STATE: TX ZIP: 79415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Golden Valley Dairy, LLC CENTRAL INDEX KEY: 0001345380 IRS NUMBER: 201543443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-45 FILM NUMBER: 051264053 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Organic Dairy, Idaho Farm, Inc. CENTRAL INDEX KEY: 0001345382 IRS NUMBER: 820460690 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-44 FILM NUMBER: 051264052 BUSINESS ADDRESS: STREET 1: 2589 EAST 500 SOUTH CITY: HAZELTON STATE: ID ZIP: 83335 BUSINESS PHONE: 2084388450 MAIL ADDRESS: STREET 1: 2589 EAST 500 SOUTH CITY: HAZELTON STATE: ID ZIP: 83335 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Organic Dairy, Maryland Farm, Inc. CENTRAL INDEX KEY: 0001345383 IRS NUMBER: 841420905 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-43 FILM NUMBER: 051264051 BUSINESS ADDRESS: STREET 1: 11471 AUGUSTINE HERMAN HWY CITY: CHESTERTOWN STATE: MD ZIP: 21620 BUSINESS PHONE: 4103485472 MAIL ADDRESS: STREET 1: 11471 AUGUSTINE HERMAN HWY CITY: CHESTERTOWN STATE: MD ZIP: 21620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Organic International, Inc. CENTRAL INDEX KEY: 0001345393 IRS NUMBER: 841544905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-41 FILM NUMBER: 051264049 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HPNC, LLC CENTRAL INDEX KEY: 0001345394 IRS NUMBER: 203671151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-40 FILM NUMBER: 051264048 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: International Dairy Holdings, LLC CENTRAL INDEX KEY: 0001345395 IRS NUMBER: 200613122 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-39 FILM NUMBER: 051264047 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kohler Mix Specialties of Minnesota, LLC CENTRAL INDEX KEY: 0001345396 IRS NUMBER: 841582879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-38 FILM NUMBER: 051264046 BUSINESS ADDRESS: STREET 1: 4041 HIGHWAY 61 NORTH CITY: WHITE BEAR LAKE STATE: MN ZIP: 55110 BUSINESS PHONE: 6514261633 MAIL ADDRESS: STREET 1: 4041 HIGHWAY 61 NORTH CITY: WHITE BEAR LAKE STATE: MN ZIP: 55110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SFG Management LTD Liability CO CENTRAL INDEX KEY: 0001345271 IRS NUMBER: 752571366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-14 FILM NUMBER: 051264022 BUSINESS ADDRESS: STREET 1: 3214 S. HASKELL CITY: DALLAS STATE: TX ZIP: 75223 BUSINESS PHONE: 2148248163 MAIL ADDRESS: STREET 1: 3214 S. HASKELL CITY: DALLAS STATE: TX ZIP: 75223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Dairy Holdings, LLC CENTRAL INDEX KEY: 0001345227 IRS NUMBER: 752969188 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-78 FILM NUMBER: 051264086 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE., SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Foods North Central, Inc. CENTRAL INDEX KEY: 0001345246 IRS NUMBER: 364277858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-73 FILM NUMBER: 051264081 BUSINESS ADDRESS: STREET 1: 3433 BROADWAY ST. NE CITY: MINNEAPOLIS STATE: MN ZIP: 55413 BUSINESS PHONE: 6123787120 MAIL ADDRESS: STREET 1: 3433 BROADWAY ST. NE CITY: MINNEAPOLIS STATE: MN ZIP: 55413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dean Illinois Dairies, LLC CENTRAL INDEX KEY: 0001345247 IRS NUMBER: 020572879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-130309-71 FILM NUMBER: 051264079 BUSINESS ADDRESS: STREET 1: 6303 MAXON ROAD CITY: CHEMUNG STATE: IL ZIP: 60033 BUSINESS PHONE: 8159435441 MAIL ADDRESS: STREET 1: 6303 MAXON ROAD CITY: CHEMUNG STATE: IL ZIP: 60033 S-3ASR 1 d31173sv3asr.htm FORM S-3ASR sv3asr

As filed with the Securities and Exchange Commission on December 14, 2005

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DEAN FOODS COMPANY

(Exact name of Registrant as specified in its charter)


Delaware		75-2559681
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2515 McKinney Avenue, Suite 1200
Dallas, Texas 75201
(214) 303-3400
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

Michelle P. Goolsby
Executive Vice President, Chief Administrative Officer,
General Counsel and Corporate Secretary
Dean Foods Company
2515 McKinney Avenue, Suite 1200
Dallas, Texas 75201
(214) 303-3400
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE



				Amount to be Registered/
				Proposed Maximum Offering Price Per Unit/
	Title of Each Class of Securities			Proposed Maximum Aggregate Offering Price/
	to be Registered			Amount of Registration Fee
	Debt Securities			$0(1)
	Guarantees of Debt Securities


(1)		An indeterminate aggregate initial offering price of debt securities and guarantees of Dean Foods Company are being registered as may from time to time be offered at indeterminate prices. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee.

TABLE OF ADDITIONAL REGISTRANTS


		Primary			Address, including zip code,
	State or Other	Standard		I.R.S.	and telephone number,
	Jurisdiction of	Industrial		Employer	including area code, of
Exact Name of Registrant as	Incorporation	Classification		Identification	Registrant’s principal
Specified in its Charter	or Organization	Code		Number	executive offices
31 Logistics, Inc.	Delaware		2026	36-4416921	16110 E. Hardy Houston, TX 77032 (281) 821-3111
Alta-Dena Certified Dairy, Inc.	Delaware		2026	36-4261347	17637 E. Valley Road City of Industry, CA 91744 (626) 964-6401
Barber Ice Cream, LLC	Delaware		2026	02-0572872	126 Barber Court Birmingham, AL 35209 (205) 943-0265
Barber Milk, Inc.	Delaware		2026	36-4210352	36 Barber Court Birmingham, AL 35209 (205) 942-2351
Berkeley Farms, Inc.	California		2026	94-3308965	25500 Clawiter Road Hayward, CA 94545 (510) 265-8600
Broughton Foods, LLC	Delaware		2026	31-4135025	1701 Greene St. (ST Rd 27) Marietta, OH 45750 (740) 373-4121
Colorado ES, LLC	Delaware		2026	74-2967360	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Country Delite Farms, LLC	Delaware		2026	75-2715954	1401 Church Street Nashville, TN 37203 (615) 320-1440
Country Fresh, LLC	Michigan		2026	38-1256303	2555 Buchanan SW Grand Rapids, MI 49548 (616) 243-0172
Creamland Dairies, Inc.	New Mexico		2026	85-0031142	010 Indian School Road NW Albuquerque, NM 87102 (505) 768-1259
Curan, LLC	Delaware		2026	74-3004967	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Dairy Fresh, LLC	Delaware		2026	75-2711138	2221 Patterson Ave. Winston-Salem, NC 27105 (336) 723-0311
Dairy Information Systems, LLC	Delaware		2026	20-2830009	3333 S. Bannock St., Suite 800 Englewood, CO 80110 (303) 781-3977
Dairy Information Systems Holdings, LLC	Delaware		2026	20-1859144	3333 S. Bannock St., Suite 800 Englewood, CO 80110 (303) 781-3977
Dean Dairy Holdings, LLC	Delaware		2026	75-2969188	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400


		Primary			Address, including zip code,
	State or Other	Standard		I.R.S.	and telephone number,
	Jurisdiction of	Industrial		Employer	including area code, of
Exact Name of Registrant as	Incorporation	Classification		Identification	Registrant’s principal
Specified in its Charter	or Organization	Code		Number	executive offices
Dean Dairy Products Company	Pennsylvania		2026	25-1476269	1858 Oneida Lane Sharpsville, PA 16150 (724) 962-7801
Dean Foods Company of California, Inc.	Delaware		2026	36-4205685	6400 Regio Ave. Buena Park, CA 90620 (714) 684-2160
Dean Foods Company of Indiana, Inc.	Delaware		2026	34-4144799	11555 N. Meridian, Suite 530 Carmel, IN 46032 (574) 224-2480
Dean Foods North Central, Inc.	Delaware		2026	36-4277858	3433 Broadway St. NE Minneapolis, MN 55413 (612) 378-7120
Dean Holding Company	Wisconsin		2026	39-0318390	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Dean Illinois Dairies, LLC	Delaware		2026	02-0572879	6303 Maxon Road Chemung, IL 60033 (815) 943-5441
Dean Intellectual Property Services II, L.P.	Delaware		2026	05-0533512	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Dean Intellectual Property Services, L.P.	Delaware		2026	05-0533498	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Dean International Holding Company	Delaware		2026	75-2889785	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Dean Legacy Brands, Inc.	Delaware		2026	20-3026025	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Dean Management Corporation	Delaware		2026	75-2587782	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Dean Midwest, LLC	Delaware		2026	75-2969189	3600 N. River Road Franklin Park, IL 60131 (847) 678-1680
Dean Midwest II, LLC	Delaware		2026	02-0572849	3600 N. River Road Franklin Park, IL 60131 (847) 678-1680
Dean Milk Company, Inc.	Kentucky		2026	61-0471432	4420 Bishop Lane Louisville, KY 40218 (502) 451-9111
Dean Northeast, LLC	Delaware		2026	52-2133221	124 Grove Street Franklin, MA 02038
					(508)528-9000


		Primary			Address, including zip code,
	State or Other	Standard		I.R.S.	and telephone number,
	Jurisdiction of	Industrial		Employer	including area code, of
Exact Name of Registrant as	Incorporation	Classification		Identification	Registrant’s principal
Specified in its Charter	or Organization	Code		Number	executive offices
Dean Northeast II, LLC	Delaware		2026	02-0572888	124 Grove Street Franklin, MA 02038 (508) 528-9000
Dean Puerto Rico Holdings, LLC	Delaware		2026	75-2566832	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Dean SoCal, LLC	Delaware		2026	33-0866903	4221 Buchanan St. Riverside, CA 92503 (951) 898-8200
Dean Southeast, LLC	Delaware		2026	74-2938751	2900 Bristol Highway Johnson City, TN 37602 (423) 283-5700
Dean Southeast II, LLC	Delaware		2026	75-2969192	2900 Bristol Highway Johnson City, TN 37602 (423) 283-5700
Dean Southwest, LLC	Delaware		2026	75-2938753	3114 S. Haskell Dallas, TX 75223 (214) 824-8163
Dean Southwest II, LLC	Delaware		2026	75-2969190	3114 S. Haskell Dallas, TX 75223 (214) 824-8163
Dean Transportation, Inc.	Ohio		2026	34-1848896	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
DIPS GP II, LLC	Delaware		2026	20-3026083	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
DIPS GP, Inc.	Delaware		2026	05-0533495	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
DIPS Limited Partner II	Delaware		2026	36-4327167	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
DIPS Limited Partner	Delaware		2026	05-0533454	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Elgin Blenders, Incorporated	Illinois		2026	36-2997521	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Fairmont Dairy, LLC	Delaware		2026	02-0572890	15 Kishacoquillas St. Belleville, PA 17004 (717) 935-2121


		Primary			Address, including zip code,
	State or Other	Standard		I.R.S.	and telephone number,
	Jurisdiction of	Industrial		Employer	including area code, of
Exact Name of Registrant as	Incorporation	Classification		Identification	Registrant’s principal
Specified in its Charter	or Organization	Code		Number	executive offices
Gandy’s Dairies, Inc.	Texas		2026	75-0900623	201 University Lubbock, TX 79415 (806) 765-8833
Golden Valley Dairy, LLC	Delaware		2026	20-1543443	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Horizon Organic Dairy, Idaho Farm, Inc.	Colorado		2026	82-0460690	2589 East 500 South Hazelton, ID 83335 (208) 438-8450
Horizon Organic Dairy, Maryland Farm, Inc.	Colorado		2026	84-1420905	11471 Augustine Herman Hwy Chestertown, MD 21620 (410) 348-5472
Horizon Organic Holding Corporation	Delaware		2026	84-1405007	6311 Horizon Lane, Suite 201 Longmont, CO 80503 (303) 530-2711
Horizon Organic International, Inc.	Delaware		2026	84-1544905	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
HPNC, LLC	Delaware		2026	20-3671151	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
International Dairy Holdings, LLC	Delaware		2026	20-0613122	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Kohler Mix Specialties of Minnesota, LLC	Delaware		2026	84-1582879	4041 Highway 61 North White Bear Lake, MN 55110 (651) 426-1633
Kohler Mix Specialties, LLC	Delaware		2026	84-1583749	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Land-O-Sun Dairies, LLC	Delaware		2026	74-2938694	2900 Bristol Highway Johnson City, TN 37602 (423) 283-5700
Liberty Dairy Company	Michigan		2026	38-1530956	1847 R.W. Berends Drive Wyoming, MI 49509 (616) 530-4800
Louis Trauth Dairy, LLC	Delaware		2026	75-2748077	1045 York Street Newport, KY 41071 (859) 431-7553
Marathon Dairy Investment Corp.	Minnesota		2026	41-2003984	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Mayfield Dairy Farms, Inc.	Delaware		2026	62-0583008	813 Madison Avenue Athens, TN 37303 (423)745-2151


		Primary			Address, including zip code,
	State or Other	Standard		I.R.S.	and telephone number,
	Jurisdiction of	Industrial		Employer	including area code, of
Exact Name of Registrant as	Incorporation	Classification		Identification	Registrant’s principal
Specified in its Charter	or Organization	Code		Number	executive offices
McArthur Dairy, Inc.	Florida		2026	59-0608937	500 Sawgrass Corp. Sunrise, FL 33325 (305) 795-7700
Meadow Brook Dairy Company	Pennsylvania		2026	25-1101612	2365 Buffalo Road Erie, PA 16510 (814) 899-3191
Melody Farms, L.L.C.	Delaware		2026	43-1810270	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Midwest Ice Cream Company	Delaware		2026	36-4400130	630 Meadow Street Belvidere, IL 61008 (815) 544-2105
Model Dairy, LLC	Delaware		2026	75-2677981	500 Gould Street Reno, NV 89502 (775) 788-7900
Morningstar Foods, LLC	Delaware		2026	20-0613096	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Neptune Colorado LLC	Delaware		2026	74-2967363	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
New England Dairies, LLC	Delaware		2026	52-2133222	124 Grove Street Franklin, MA 02038 (508) 528-9000
Pet O’Fallon, LLC	Delaware		2026	02-0572862	610 East State St. O’Fallon, IL 62269 (618) 632-6381
Purity Dairies, Incorporated	Delaware		2026	62-0432129	360-363 Murfreesboro Road Nashville, TN 37210 (615) 244-1900
Reeves Street, LLC	Delaware		2026	20-0052254	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Regan, LLC	Delaware		2026	74-3004965	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Reiter Dairy of Akron, Inc.	Ohio		2026	34-0092308	1055 Wooster Road Barberton, OH 44203 (330) 745-2552
Reiter Dairy of Springfield, LLC	Delaware		2026	04-3673675	1941 Commerce Circle Springfield, OH 45504 (937) 323-5777
Robinson Dairy, LLC	Delaware		2026	84-0687466	646 Bryant Street Denver, CO 80204
					(303)825-2990


		Primary			Address, including zip code,
	State or Other	Standard		I.R.S.	and telephone number,
	Jurisdiction of	Industrial		Employer	including area code, of
Exact Name of Registrant as	Incorporation	Classification		Identification	Registrant’s principal
Specified in its Charter	or Organization	Code		Number	executive offices
Schenkel’s All-Star Dairy, LLC	Delaware		2026	75-2913243	1019 Flaxmill Road Huntington, IN 46750 (260) 356-4225
Schenkel’s All-Star Delivery, LLC	Delaware		2026	75-2913244	1019 Flaxmill Road Huntington, IN 46750 (260) 356-4225
SFG Management Limited Liability Company	Delaware		2026	75-2571366	3214 S. Haskell Dallas, TX 75223 (214) 824-8163
Shenandoah’s Pride, LLC	Delaware		2026	74-2952858	5319-5325 Port Royal Road Springfield, VA 22151 (703) 321-9500
Southern Foods Group, L.P.	Delaware		2026	75-2571364	3214 S. Haskell Dallas, TX 75223 (214) 824-8163
Southern Foods Holdings	Delaware		2026	75-2914102	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Suiza Dairy Group Holdings, Inc.	Delaware		2026	75-2859567	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Suiza Dairy Group, Inc.	Delaware		2026	04-3742039	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400
Sulphur Springs Cultured Specialties, LLC	Delaware		2026	75-2867711	500 N. Jackson Sulphur Springs, TX 75482 (903) 885-7573
Swiss II, LLC	Delaware		2026	20-0613072	1739 Albion Street Los Angeles, CA 90031 (323) 224-8513
Swiss Premium Dairy, Inc.	Delaware		2026	23-2950154	2401 Walnut Street Lebanon, PA 17042 (717) 273-2658
T.G. Lee Foods, Inc.	Florida		2026	59-1379635	315 N. Bumby Ave. Orlando, FL 32803 (407) 894-4941
Terrace Dairy, LLC	Delaware		2026	11-6011532	4195 Middle Country Road Calverton, NY 11933 (631) 369-6336
Tuscan/Lehigh Dairies, Inc.	Delaware		2026	33-1046774	880 Allentown Rd. Lansdale, PA 19446 (215) 855-8205
Verifine Dairy Products Corporation of Sheboygan, Inc.	Wisconsin		2026	39-0677200	1606 Erie Avenue Sheboygan, WI 53082 (920) 457-7733


		Primary			Address, including zip code,
	State or Other	Standard		I.R.S.	and telephone number,
	Jurisdiction of	Industrial		Employer	including area code, of
Exact Name of Registrant as	Incorporation	Classification		Identification	Registrant’s principal
Specified in its Charter	or Organization	Code		Number	executive offices
White Wave, Inc.	Colorado		2026	84-0808981	1965 N. 57^th Court Boulder, CO 80301 (303) 443-3470
WhiteWave Foods Company	Delaware		2026	75-2218815	1965 N. 57^th Court Boulder, CO 80301 (303) 443-3470
WhiteWave Services, Inc.	Delaware		2026	20-3026265	2515 McKinney Avenue, Suite 1200 Dallas, TX 75201 (214) 303-3400

Prospectus

DEAN FOODS COMPANY

Debt Securities

We may from time to time offer to sell debt securities. The debt securities will be our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness. The debt securities will be fully and unconditionally guaranteed by all of our wholly owned U.S. subsidiaries (other than our receivables securitization subsidiaries).

This prospectus contains a general description of the debt securities that we may offer for sale. We will determine the terms of each series of debt securities at the time of sale. We will provide the specific terms of the particular series of debt securities issued under this prospectus in a supplement to this prospectus. You should read this prospectus and any applicable supplements carefully before you invest.

Investing in these debt securities involves risks. You should carefully review the information contained in this prospectus under the heading “Risk Factors” beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We will sell these debt securities directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with our agents, dealers and underwriters reserve the right to reject, in whole or in part any proposed purchase of debt securities to be made directly or through agents, underwriters or dealers. If our agents or any dealers or underwriters are involved in the sale of the debt securities, the applicable prospectus supplement will set forth any applicable commissions or discounts.

The date of this prospectus is December 14, 2005.

TABLE OF CONTENTS


	Page
About This Prospectus		3
Where You Can Find More Information		3
Special Note Regarding Forward-Looking Statements		4
Risk Factors		5
Dean Foods Company		8
Use of Proceeds		9
Ratios of Earnings to Fixed Charges		9
Description of Debt Securities		10
Book-Entry Issuance		18
Plan of Distribution		21
Legal Matters		23
Experts		23

ABOUT THIS PROSPECTUS

This prospectus is part of a “shelf” registration statement that we have filed with the Securities and Exchange Commission (the “SEC”). By using a shelf registration statement, we may sell, at any time and from time to time, in one or more offerings, an unlimited amount of the debt securities described by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of the Company, the reference is only a summary and you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. The registration statement and the exhibits can be obtained from the SEC as indicated under the heading “Where You Can Find More Information.”

This prospectus only provides you with a general description of the debt securities we may offer. Each time we sell debt securities, we will provide you with a prospectus supplement and, if applicable, a pricing supplement. The prospectus supplement and any applicable pricing supplement will describe the specific amounts, prices and other material terms of the debt securities being offered. The prospectus supplement and any applicable pricing supplement may also add, update or change the information in this prospectus. You should read this prospectus, the applicable prospectus supplement and any applicable pricing supplement, together with the information contained in the documents referred to under the heading “Where You Can Find More Information.”

You should rely only on the information contained in this prospectus and the documents incorporated by reference in this prospectus or to which we have referred you. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the debt securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus or any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. Neither the delivery of this prospectus nor any distribution of debt securities pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

As used in this prospectus, the terms “Dean Foods,” “we,” “us” and “our” may, depending upon the context, refer to Dean Foods Company, to one or more of its consolidated subsidiaries or to Dean Foods Company and all of its subsidiaries taken as a whole.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain further information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public over the Internet at the SEC’s web site at http://www.sec.gov. Our common stock is listed on the New York Stock Exchange, and you may inspect our SEC filings at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to previously filed documents. The information incorporated by reference is considered to be part of this prospectus, unless we update or supersede that information by the information contained in this prospectus or a prospectus supplement or by information that we file subsequently that is incorporated by reference into this prospectus.

We incorporate by reference into this prospectus the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

Ÿ Annual Report on Form 10-K, as amended, for the year ended December 31, 2004;

Ÿ Quarterly Reports on Form 10-Q, as amended, for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005;

Ÿ Current Reports on Form 8-K filed with the SEC on January 7, 2005, January 27, 2005, March 18, 2005, April 18, 2005, June 1, 2005, June 15, 2005, June 23, 2005, June 27, 2005, August 30, 2005, September 13, 2005, October 12, 2005, October 19, 2005, November 23, 2005, November 28, 2005, December 7, 2005 and December 14, 2005; and

Ÿ All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on or after the date of this prospectus and before the termination of this offering.

This prospectus is part of a registration statement we have filed with the SEC relating to the debt securities. As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, the exhibits and schedules for more information about us and our debt securities. The registration statement, exhibits and schedules are also available at the SEC’s Public Reference Room or through its web site. In addition, we post the periodic reports that we file with the SEC on our website at http://www.deanfoods.com. You may also obtain a copy of these filings, at no cost, by writing to or telephoning us at the following address:

Dean Foods Company
2515 McKinney Avenue, Suite 1200
Dallas, Texas 75201
(214) 303-3400
Attention: Investor Relations

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated or deemed to be incorporated by reference herein contain forward-looking statements that involve risks and uncertainties, including those discussed under the caption “Risk Factors.” We develop forward-looking statements by combining currently available information with our beliefs and assumptions. These statements relate to future events, including our future performance, and often contain words like “may,” “should,” “could,” “expects,” “seeks to,” “anticipates,” “plans,” “believes,” “estimates,” “intends,” “predicts,” “projects,” “potential” or “continue” or the negative of such terms and other comparable terminology. Forward-looking statements are inherently uncertain, and actual performance or results may differ materially and adversely from that expressed in, or implied by, any such statements. Consequently, you should recognize these statements for what they are and we caution you not to rely upon them as facts.

RISK FACTORS

You should carefully consider the risks related to the debt securities described below and the risks related to our company under the heading “Risk Factors” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent annual report on Form 10-K, as updated by our quarterly reports on Form 10-Q, incorporated by reference in the registration statement of which this prospectus is a part, as well as other information included in this prospectus and the documents incorporated by reference in the registration statement of which this prospectus is a part, before buying any debt securities offered by the applicable prospectus supplement.

Risks related to the debt securities

Our indebtedness may increase if we issue debt securities and do not retire existing debt.

Our total debt and debt service obligations may increase if we issue debt securities and do not use the proceeds to retire existing debt. Substantial indebtedness could, among other things:

	•		require us to dedicate a substantial portion of our cash flow to repaying our indebtedness, thus reducing the amount of funds available for other general corporate purposes;

	•		limit our ability to borrow additional funds necessary for working capital, capital expenditures or other general corporate purposes;

	•		increase our vulnerability to adverse general economic or industry conditions; and

	•		limit our flexibility in planning for, or reacting to changes in, our business.

There can be no assurance that we will be able to meet our debt service obligations, including any of our obligations under the debt securities.

In addition, we may need to incur substantial additional indebtedness in the future to fund our operations or certain strategic objectives. However, we may not be able to incur the additional financing necessary for these purposes.

The value of our debt securities may decrease if rating agencies issue any adverse rating of our securities.

There can be no assurance that credit rating agencies will rate any debt securities that we may issue, either at the time that we issue them or subsequent to their issuance. If the rating agencies do rate our debt securities, these ratings may be lower than investors expect. Rating agencies may lower their ratings at any time in the future, or may place the debt securities under watch with the possibility of lowering their ratings on the debt securities in the future. If any of these events occur, our access to capital markets may be adversely affected, and the value of the debt securities could decline.

We conduct all of our operations through our subsidiaries and may be limited in our ability to access funds from these subsidiaries to service our debt, including the debt securities. In addition, the debt securities will not be guaranteed by all of our subsidiaries.

We conduct all of our operations through our subsidiaries. Accordingly, we depend on our subsidiaries’ earnings and advances or loans made by them to us (and potentially dividends or distributions by them to us) to provide funds necessary to meet our obligations, including the payments of principal, premium, if any, and interest on the debt securities. If we are unable to access the cash flows of our subsidiaries, we would be unable to meet our debt obligations.

Our subsidiaries are separate and distinct legal entities and, except for the subsidiary guarantors’ obligations under the subsidiary guarantees, have no obligation, contingent or otherwise, to pay any amounts due on the debt securities or to make funds available to us to do so. None of our foreign affiliates is an obligor or guarantor in respect of the debt securities. Only our wholly owned U.S. subsidiaries (other than our receivables securitization subsidiaries) are guarantors of the debt securities, which subsidiaries are also guarantors of borrowings under our senior credit facility. As a result, if we default on our obligations under the debt securities, you will not have any direct claims against any of our foreign affiliates. In the event of a bankruptcy, liquidation or reorganization of any

of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. In addition, the indenture allows us to create new foreign subsidiaries and invest in our foreign subsidiaries, all of whose assets you will not have any claim against.

The debt securities will be unsecured and, therefore, will be effectively subordinated to borrowings under our senior credit facility and any other secured debt, and the subsidiary guarantees of the debt securities will be unsecured and effectively subordinated to the secured debt of the subsidiary guarantors.

The debt securities and subsidiary guarantees will not be secured by any of our assets or those of our subsidiaries. As a result, the debt securities are effectively subordinated to the indebtedness under our senior credit facility and any other secured debt we may incur and to the secured debt of any subsidiary guarantor to the extent of the value of the assets securing such debt. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our secured debt (including indebtedness under our senior credit facility) or the secured debt of any subsidiary guarantor may assert rights against the secured assets in order to receive full payment of their debt before the assets may be used to pay the holders of the debt securities. As of September 30, 2005, Dean Foods had $1.96 billion of secured debt outstanding under our senior credit facility, but none of our U.S. subsidiaries other than our receivables securitization subsidiaries had any secured debt.

If an active trading market does not develop for a series of debt securities sold pursuant to the prospectus, you may be unable to sell any such debt securities or to sell any such debt securities at a price that you deem sufficient.

Unless otherwise specified in an accompanying prospectus supplement, any debt securities sold pursuant to this prospectus will be new securities for which there currently is no established trading market. We may not list any debt securities sold pursuant to this prospectus on a national securities exchange. While the underwriters of a particular offering of debt securities may advise us that they intend to make a market in those debt securities, the underwriters will not be obligated to do so and may stop their market making at any time. No assurance can be given:

	•		that a market for any series of debt securities will develop or continue;

	•		as to the liquidity of any market that does develop; or

	•		as to your ability to sell any debt securities you may own or the price at which you may be able to sell your debt securities.

The subsidiary guarantees may be limited in duration.

Each subsidiary guarantor will guarantee our obligations under the debt securities only for so long as each subsidiary guarantor is required to act as a guarantor under our senior credit facility. If any or all of the subsidiary guarantees are released or terminated or no longer required under the senior credit facility or the senior credit facility is terminated, such subsidiary guarantee(s) will automatically be released under the indenture. The indenture does not contain any covenants that materially restrict our ability to sell, transfer or otherwise dispose of our assets, including the capital stock of our subsidiaries, or the assets of any of our subsidiaries, except as described under the caption “Description of Debt Securities – Consolidation, Merger, Sale or Conveyance.” In the event that we sell, transfer or otherwise dispose of some or all of the capital stock of a subsidiary guarantor, such that it is no longer a subsidiary of ours, the guarantee of that subsidiary would terminate. Likewise, in the event a subsidiary guarantor were to sell, transfer or otherwise dispose of all or substantially all of its assets (or incur or guarantee indebtedness where such indebtedness or guarantee is secured by such subsidiary’s assets), the ability of the holders of debt securities to collect payments against such subsidiary under the guarantee could be materially and adversely affected.

The subsidiary guarantees may raise fraudulent transfer issues, which could impair the enforceability of the subsidiary guarantees.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among

other things, a court found that the guarantee was incurred with actual intent to hinder, delay or defraud creditors or the guarantor did not receive fair consideration or reasonably equivalent value for the guarantee and the guarantor:

	•		was insolvent or was rendered insolvent because of the guarantee and the application of proceeds of the debt securities;

	•		was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business;

	•		intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature; or

	•		was a defendant in an action for money damages, or had a judgment for money damages docketed against it, if, in either case, after final judgment the judgment is unsatisfied.

We cannot be sure as to the standard that a court would use to determine whether the subsidiary guarantors were solvent at the relevant time, or that the issuance of the guarantees would not be voided or the guarantees would not be subordinated to the subsidiary guarantors’ other debt. A guarantee could also be subject to the claim that, because the guarantee was incurred for the benefit of Dean Foods Company, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the applicable subsidiary guarantor were incurred for less than fair consideration. If a court voided a guarantee as a result of fraudulent conveyance, or held it unenforceable for any other reason, holders of the debt securities would cease to have a claim against the subsidiary guarantor and would be solely creditors of Dean Foods Company and any other subsidiary guarantors. In addition, any payment by that subsidiary guarantor pursuant to its guarantee could be voided and required to be returned to the subsidiary guarantor, or to a fund for the benefit of the creditors of the subsidiary guarantor.

Since we are a holding company, if all of the subsidiary guarantees were voided, that would result in the holder of debt securities having claims that would not be paid prior to substantially all of the other debt and liabilities of the consolidated group of entities. In addition, to the extent that the claims of holders of debt securities against any subsidiary guarantor were subordinated in favor of other creditors of such subsidiary, such other creditors would be entitled to be paid in full before any payment could be made on the debt securities. If one or more subsidiary guarantees are voided or subordinated, there may not be sufficient assets remaining to satisfy claims of holders of the debt securities after providing for all prior claims.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

	•		the sum of its debt, including contingent liabilities, was greater than the fair saleable value of all of its assets;

	•		the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

	•		it could not pay its debts as they become due.

Each subsidiary guarantee will contain a provision intended to limit the subsidiary guarantor’s liability to the maximum amount that it could incur without causing the incurrence of the obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer law.

DEAN FOODS COMPANY

We are a leading food and beverage company. Our Dairy Group is the largest processor and distributor of milk and various other dairy products in the United States. The Dairy Group manufactures and sells its products under a variety of local and regional brand names and under customer private labels. Our WhiteWave Foods Company segment manufactures, markets and sells a variety of well known soy, dairy and dairy-related nationally branded products including, for example: Silk® soymilk and cultured soy products; Horizon Organic® dairy products, juices and other products; International Delight® coffee creamers; and LAND O’ LAKES® creamers and cultured products. We also own the fourth largest dairy processor in Spain and an organic dairy business in the United Kingdom.

Dairy Group — Our Dairy Group segment is our largest segment, with approximately 86% of our consolidated sales in the nine months ended September 30, 2005. Our Dairy Group manufactures, markets and distributes a wide variety of branded and private label dairy case products, such as milk, cream, ice cream, cultured dairy products and juices to retailers, distributors, foodservice outlets, schools and governmental entities across the United States. The Dairy Group also manufactures a portion of the products marketed and sold by WhiteWave Foods Company. Due to the perishable nature of the Dairy Group’s products, our Dairy Group delivers the majority of its products directly to its customers’ stores in refrigerated trucks or trailers that we own or lease. This form of delivery is called a “direct store delivery” or “DSD” system and we believe we have one of the most extensive refrigerated DSD systems in the United States.

WhiteWave Foods Company — WhiteWave Foods Company’s operations have historically been conducted through three distinct operating units: White Wave, Inc., Horizon Organic and Dean National Brand Group. We are currently in the process of consolidating these three operating units and expect the consolidation to be completed in 2006. WhiteWave Foods Company manufactures, develops, markets and sells a variety of nationally-branded soy, dairy and dairy-related products, such as Silk soymilk and cultured soy products; Horizon Organic dairy products, juices and other products; International Delight coffee creamers; and LAND O’LAKES creamers and cultured products. WhiteWave Foods Company also sells Sun Soy® soymilk; The Organic Cow of Vermont® organic dairy products; White Wave® and Tofu Town® branded tofu; Hershey’s® milks and milkshakes; and Naturally Yours® sour cream. We license the LAND O’LAKES and Hershey’s names from third parties.

International Group — Our International Group, which consists of our Leche Celta and Rachel’s Organic businesses, does not qualify as a reportable segment. Leche Celta manufactures, markets and sells private label and branded milk, butter and cream through its internal sales force to retailers and distributors across Spain and Portugal. Rachel’s Organic markets and sells premium organic milk, yogurt and desserts in the United Kingdom.

Our principal executive offices are located at 2515 McKinney Avenue, Suite 1200, Dallas, Texas 75201. Our telephone number is (214) 303-3400. We were incorporated in Delaware in 1994. We maintain a website at www.deanfoods.com. The information on our website is a not a part of this prospectus.

USE OF PROCEEDS

Unless we state otherwise in any applicable prospectus supplement, we expect to add substantially all of the net proceeds from the sale of the debt securities to our general funds to be used for general corporate purposes, including capital expenditures, working capital, repayment or reduction of long-term and short-term debt and the financing of acquisitions. We may invest funds that we do not immediately require in short-term marketable securities.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated:

Nine Months

Ended September 30,

Year Ended December 31,

2005

2004

2003

2002

2001

2000

Ratio of earnings to fixed charges (a)

3.07x

2.33x

2.84x

3.07x

2.32x

2.76x

2.68x


(a)		For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income (loss) before taxes and cumulative effect of an accounting change plus fixed charges excluding capitalized interest. Fixed charges consist of interest expense, capitalized interest, amortization of debt issue cost and debt discount and that portion of rental expense which we believe to be representative of the interest factor.

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities in one or more series (each of which we refer to as a “series”) under an indenture to be entered into between us and The Bank of New York Trust Company, N.A., as trustee. The terms of any series of debt securities will be those specified in or pursuant to the indenture and in the certificates evidencing that series of debt securities and those made part of the indenture by the Trust Indenture Act of 1939.

The following summary of selected provisions of the indenture and the debt securities is not complete, and the summary of selected terms of a particular series of debt securities included in any applicable prospectus supplement also will not be complete. You should review the form of indenture and the form of certificate evidencing the applicable debt securities, which forms have been or will be filed as exhibits to the registration statement of which this prospectus is a part or as exhibits to documents which have been or will be incorporated by reference in this prospectus. To obtain a copy of the indenture or the form of certificate for the debt securities, see “Where You Can Find More Information” in this prospectus. The following summary and the summary in any applicable prospectus supplement are qualified in their entirety by reference to all of the provisions of the indenture and the certificates evidencing the debt securities, which provisions, including defined terms, are incorporated by reference in this prospectus. Capitalized terms used in this section and not defined have the meanings assigned to those terms in the indenture.

The following description of debt securities describes the general terms and provisions of the series of debt securities to which any prospectus supplement may relate. When we offer to sell a series of debt securities, we will describe the specific material terms of the series in a supplement to this prospectus. If any particular terms of the debt securities described in a prospectus supplement differ from any of the terms described in this prospectus, then the terms described in the applicable prospectus supplement will supersede the terms described in this prospectus.

General

The debt securities may be issued from time to time in one or more series of senior debt securities. Any series of debt securities will be our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness and will be effectively subordinated to the indebtedness outstanding under our senior credit facility from time to time and any other secured debt we may incur. Each series of debt securities will be fully and unconditionally guaranteed on a senior basis, jointly and severally, by all of our wholly owned U.S. subsidiaries (other than our receivables securitization subsidiaries) as described below. Each guarantee will be effectively subordinated to any secured obligations of the subsidiary guarantors. These subsidiary guarantors also guarantee our obligations under the senior credit facility. We can issue an unlimited amount of debt securities under the indenture. The indenture provides that debt securities of any series may be issued up to the aggregate principal amount which may be authorized from time to time by us. The indenture also does not limit the amount of other indebtedness or securities which we may issue, other than limiting secured indebtedness as described below. The trustee will authenticate and deliver debt securities as described in the indenture.

We are a holding company and conduct all of our operations through our subsidiaries. Consequently, our ability to pay our obligations, including our obligation to pay interest on the debt securities and to repay the principal amount of the debt securities at maturity, upon redemption, acceleration or otherwise will depend upon our subsidiaries’ earnings and advances or loans made by them to us (and potentially dividends or distributions made by them to us). Our subsidiaries are separate and distinct legal entities and, except for the subsidiary guarantors’ obligations under the subsidiary guarantees, have no obligation, contingent or otherwise, to pay any amounts due on the debt securities or to make funds available to us to do so. Our subsidiaries’ ability to make advances or loans to us or to pay dividends or make other distributions to us will depend upon their operating results and will be subject to applicable laws and contractual restrictions. The indenture will not limit our subsidiaries’ ability to enter into other agreements that prohibit or restrict dividends or other payments or advances to us. Except with respect to the covenants “Limitation Upon Liens” and “Limitation on Sale and Leaseback Transactions” contained in the indenture described below, the indenture does not restrict or limit the ability of any subsidiary to incur, create, assume or guarantee indebtedness or encumber its assets or properties. At September 30, 2005, we had approximately $3.10 billion aggregate principal amount of senior indebtedness outstanding (including subsidiary debt we have guaranteed) and no subordinated indebtedness outstanding.

The covenants contained in the indenture would not necessarily afford the holder of debt securities protection in the event of a highly leveraged transaction or other transaction involving us that may adversely affect holders of debt securities.

We will provide the specific terms of the series of debt securities being offered in a supplement to this prospectus. These terms will include some or all of the following:

	•		the title of the series of debt securities;

	•		any limit upon the aggregate principal amount of the offered debt securities;

	•		the currency or currency units or composite currencies based on or relating to currencies in which the offered debt securities are denominated and/or in which principal (and premium, if any) and/or any interest will or may be payable;

	•		any index used to determine the amount of payment of principal of, and any premium and interest on, the offered debt securities;

	•		if other than 100% of the principal amount, the percentage of their principal amount at which the offered debt securities will be offered;

	•		the date or dates (or method to determine them) on which the principal of the offered debt securities will be payable;

	•		the rate or rates (or method to determine them) at which the offered debt securities will bear interest, if any, the date or dates from which any interest will accrue and on which interest will be payable, and the record dates for the determination of the holders to whom interest is payable;

	•		if other than as set forth in this prospectus, the place or places where the principal of and interest, if any, on the offered debt securities will be payable;

	•		the price or prices at which, the period or periods within which and the terms and conditions upon which offered debt securities may be redeemed, in whole or in part, at our option;

	•		our obligation, if any, to redeem, repurchase or repay offered debt securities, whether pursuant to any sinking fund or other provisions or at the option of a holder thereof;

	•		whether the offered debt securities will be represented in whole or in part by one or more global notes registered in the name of a depository or its nominee;

	•		whether the offered debt securities will be issuable in registered form or bearer form and, if the offered debt securities are issuable in bearer form, restrictions applicable to the exchange of one form for another and to the offer, sale and delivery of offered debt securities in bearer form;

	•		whether and under what circumstances we will pay additional amounts on offered debt securities held by a person who is not a U.S. person (as defined in the prospectus supplement) in respect of any tax, assessment or governmental charge withheld or deducted, and if so, whether we will have the option to redeem those debt securities rather than pay the additional amounts;

	•		any additional event of default; and

	•		any other terms or conditions and any other deletions from, modifications of, or additions to the Indenture in respect of such series.

“Principal” includes, when appropriate, the premium, if any, on the offered debt securities.

Each series of debt securities will be a new issue with no established trading market. Therefore, we can give no assurance that there will be a liquid trading market for the debt securities. We may purchase debt securities at any time in the open market or otherwise. Debt securities we purchase may, in our discretion, be held, resold, canceled or used to satisfy any sinking fund or redemption requirements.

Debt securities bearing no interest or interest at a rate which, at the time of issuance, is below the prevailing market rate will be sold at a substantial discount below their stated principal amount. Material U.S. federal income tax and other considerations applicable to these discounted debt securities (or to other debt securities issued at par which are treated as having been issued at a discount for U.S. federal income tax purposes) will be described in a prospectus supplement.

The debt securities may be denominated in U.S. dollars, or in any other currency, currency unit or composite currency. If we sell any of the debt securities for any foreign currency, currency unit or composite currency or if principal, premium, if any, and interest on any of the debt securities is payable in any foreign currency, currency unit or composite currency, the restrictions, elections, tax consequences, specific terms and other information with respect to that issue of debt securities and the foreign currency, currency unit or composite currency will be set forth in the prospectus supplement relating to those debt securities.

Unless otherwise indicated in a prospectus supplement, principal and interest will be payable at the office or agency we maintain for that purpose. Debt securities may also be registered for transfer or exchange at that office or agency. At our option, payment of interest on registered debt securities may be made by check or by wire transfer. No service charge will be made for any exchange or registration of transfer of the debt securities, but we may require payment of a sum sufficient to cover any tax or other government charge.

Subsidiary Guarantees

Our obligations under the indenture and the debt securities, including the payment of principal of, and premium, if any, and interest on, the debt securities, will be fully and unconditionally guaranteed by all of our wholly owned U.S. subsidiaries, other than our receivables securitization subsidiaries. The subsidiary guarantors represent substantially all of our revenue, income and assets. The subsidiary guarantors’ guarantees will be joint and several obligations.

The guarantees will be senior unsecured obligations of each subsidiary guarantor and will rank equally with all of the other senior unsecured obligations of the subsidiary guarantor. Each guarantee will be effectively subordinated to any secured obligations of the subsidiary guarantors. The obligations of each subsidiary guarantor under its guarantee will provide that it be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance under applicable law.

If a guarantee were rendered voidable, it could be subordinated by a court to all other liabilities and obligations (including guarantees and other contingent liabilities) of the applicable subsidiary guarantor, and, depending on the amount of such liabilities and obligations, a subsidiary guarantor’s liability on its guarantee could be reduced to zero.

The guarantees will not contain any restrictions on the ability of any subsidiary guarantor to (i) pay dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of that subsidiary guarantor’s capital stock or (ii) make any payment of principal, premium, if any, or interest on or repay, repurchase or redeem any debt securities of that subsidiary guarantor.

A subsidiary guarantor may consolidate with, merge with or into, or transfer all or substantially all its assets to any other person to the extent described below under “—Consolidation, Merger, Sale or Conveyance,” but, if such other person is not Dean Foods or another subsidiary guarantor, such subsidiary guarantor’s obligations under its subsidiary guarantee must be expressly assumed by such other person, unless the guarantee is released as described in the following paragraph.

The guarantee of a subsidiary guarantor will be released automatically to the extent such subsidiary guarantor is released as a guarantor under the senior credit facility or the senior credit facility is refinanced without such subsidiary guarantor being a guarantor or the senior credit facility is otherwise terminated.

Reports to the Trustee

We are required to provide the trustee with an officers’ certificate each fiscal year stating that we reviewed our activities during the preceding fiscal year and that, after reasonable investigation and inquiry by the certifying officers, we are in compliance with the requirements of each indenture and that no default exists or, if we know of a default, we must identify it.

We will comply with Section 14(e) under the Exchange Act, and any other tender offer rules under the Exchange Act which may be applicable, in connection with any obligation of ours to purchase offered debt securities at the option of the holders of those securities. Any such applicable obligation and tender offer rules will be described in the applicable prospectus supplement.

Unless otherwise described in a prospectus supplement relating to any offered debt securities, there are no covenants or provisions contained in the indenture which may afford the holders of offered debt securities protection in the event of a highly leveraged transaction involving us, except to the limited extent described below under “Limitation Upon Liens,” “Limitation on Sale and Leaseback Transactions” and “Consolidation, Merger, Sale or Conveyance.” These covenants or provisions are not subject to waiver by our board of directors without the consent of the holders of not less than a majority in principal amount of debt securities of each series. For more information please refer to “Modification of Indenture” below.

Limitation Upon Liens

The indenture provides that, so long as any of the senior debt securities of a series remain outstanding, unless the terms of the series provide otherwise, we will not and will not permit any Consolidated Subsidiary to issue, assume or guarantee any indebtedness for money borrowed (“indebtedness”) that is secured by a mortgage, pledge, security interest or other lien or encumbrance (a “lien”) upon or with respect to any Principal Property or on the capital stock of any Consolidated Subsidiary that owns a Principal Property unless

	•		we secure the senior debt securities equally and ratably with (or prior to) any and all other obligations and indebtedness secured by that lien, or

	•		the aggregate amount of all the indebtedness secured by the lien on us or our Consolidated Subsidiaries then outstanding, together with all Attributable Debt in respect of sale and leaseback transactions existing at that time, would not exceed 15% of the Consolidated Net Tangible Assets of Dean Foods, with the exception of transactions that are not subject to the limitation described in “Limitation on Sale and Leaseback Transactions” below.

The above limitation will not apply to some types of permitted liens. Therefore, the indebtedness secured by those permitted liens is excluded in computing indebtedness for purposes of this limitation. These permitted liens include:

	•		liens existing as of the date of the issuance of senior debt securities of any series;

	•		liens on property or assets of, or any shares of stock or securing indebtedness of, any corporation existing at the time such corporation becomes a Consolidated Subsidiary;

	•		liens on property, assets, shares of stock or securing indebtedness existing at the time of an acquisition, including an acquisition through merger or consolidation, and liens to secure indebtedness incurred prior to, at the time of or within 180 days after the later of the completion of the acquisition, or the completion of the construction and commencement of the operation of, any such property, for the purpose of financing all or any part of the purchase price or construction cost of that property;

	•		liens to secure specified types of development, operation, construction, alteration, repair or improvement costs;

	•		liens in favor of, or which secure indebtedness owing to, us or a Consolidated Subsidiary;

	•		liens in connection with government contracts, including the assignment of moneys due or to come due on those contracts;

	•		certain types of liens in connection with legal proceedings;

	•		certain types of liens arising in the ordinary course of business and not in connection with the borrowing of money such as mechanics’, materialmen’s, carriers’ or other similar liens;

	•		liens on property securing obligations issued by a domestic governmental issuer to finance the cost of an acquisition or construction of that property;

	•		extensions, substitutions, replacements or renewals of the foregoing if the principal amount of the indebtedness secured thereby is not increased and is not secured by any additional assets; and

	•		liens securing indebtedness or any other obligation under the senior credit facility.

Limitation on Sale and Leaseback Transactions

The indenture provides that, so long as any of the senior debt securities of a series remain outstanding, unless the terms of that series provide otherwise, neither we nor any Consolidated Subsidiary may enter into any arrangement with any person (other than ourselves) where we or a Consolidated Subsidiary agree to lease any Principal Property which has been or is to be sold or transferred more than 120 days after the later of (i) such Principal Property has been acquired by us or a Consolidated Subsidiary and (ii) completion of construction and commencement of full operation thereof, by us or a Consolidated Subsidiary to that person (a “Sale and Leaseback Transaction”). Sale and Leaseback Transactions with respect to facilities financed with specified tax exempt securities are excepted from the definition This covenant does not apply to leases of a Principal Property for a term of less than three years.

This limitation also does not apply to any Sale and Lease-Back Transaction if

	•		the net proceeds to us or a Consolidated Subsidiary from the sale or transfer equal or exceed the fair value, as determined by our board of directors, of the Principal Property so leased,

	•		we or the Consolidated Subsidiary could incur indebtedness secured by a lien on the Principal Property to be leased pursuant to the terms discussed in “Limitation Upon Liens” above in an amount equal to the Attributable Debt with respect to the Sale and Leaseback Transaction without equally and ratably securing the senior debt securities, or

	•		we, within 120 days after the effective date of the Sale and Leaseback Transaction, apply an amount equal to the fair value as determined by our board of directors of the Principal Property so leased to:

	•		the prepayment or retirement of our Funded Debt, which may include debt securities; or

	•		the acquisition of additional real property.

Certain Definitions

The terms set forth below are defined in the indenture as follows:

“Attributable Debt,” in respect of the Sale and Leaseback Transactions described above, means as of any particular time, the present value, calculated using a rate of interest implicit in such transaction determined in accordance with generally accepted accounting principles in the United States, of the obligation of a lessee for rental payments during the remaining term of any lease, including any period for which that lease has been extended or may, at the option of the lessor, be extended.

“Consolidated Net Tangible Assets” means the aggregate amount of assets, reduced by applicable reserves and other properly deductible items, after deducting

	•		all current liabilities, excluding the current portion of any Funded Debt and any other current liabilities constituting Funded Debt because it is extendible or renewable, and

	•		all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other similar intangibles,

all as set forth on the books and records of Dean Foods and its Consolidated Subsidiaries and computed in accordance with generally accepted accounting principles in the United States.

“Consolidated Subsidiary” means a subsidiary of Dean Foods, the accounts of which are consolidated with those of Dean Foods in accordance with generally accepted accounting principles in the United States.

“Funded Debt” means all indebtedness for the repayment of money borrowed, whether or not evidenced by a bond, debenture, note or similar instrument or agreement, having a final maturity of more than 12 months after the date of its creation or having a final maturity of less than 12 months after the date of its creation but by its terms being renewable or extendible beyond 12 months after such date at the option of the borrower. When determining “Funded Debt,” indebtedness will not be included if, on or prior to the final maturity of that indebtedness, we have deposited the necessary funds for the payment, redemption or satisfaction of that indebtedness in trust with the proper depositary.

“Principal Property” means, as of any date, any building, structure or other facility, together with the land upon which it is erected and any fixtures which are a part of the building, structure or other facility, used primarily for manufacturing, processing or production, in each case located in the United States, and owned or leased or to be owned or leased by Dean Foods or any Consolidated Subsidiary, and in each case the net book value of which as of that date exceeds 2% of the Consolidated Net Tangible Assets of Dean Foods as shown on the consolidated balance sheet contained in our latest filing with the SEC, other than any such land, building, structure or other facility or portion thereof which is a pollution control facility, or which, in the opinion of our board of directors, is not of material importance to the total business conducted by us and our Consolidated Subsidiaries, considered as one enterprise.

Events of Default

“Event of default” means, with respect to any series of debt securities, any of the following:

	•		failure to pay interest that continues for a period of 30 days after payment is due;

	•		failure to make any principal or premium payment when due;

	•		failure to comply with any of our other agreements contained in the indenture or in the debt securities for 90 days after either the trustee notifies us of the failure or the holders of at least 25% in principal amount of the outstanding debt securities affected by the failure notify us and the trustee of the failure;

	•		failure to make any payment after the maturity of any indebtedness of the Company with an aggregate principal amount in excess of $250 million or the acceleration of indebtedness of the Company with an aggregate principal amount in excess of $250 million as a result of a default with respect to such indebtedness, and such indebtedness, in either case, is not discharged or such acceleration is not cured, waived, rescinded or annulled within a period of 30 days after we receive written notice; or

	•		other events of bankruptcy, insolvency or reorganization as specified in the indenture.

In general, the trustee is required to give notice of a default with respect to a series of debt securities to the holders of that series. The trustee may withhold notice of a default if the trustee in good faith determines that it is in the best interest of the holders of that series to do so, other than a default in the payment of principal of, and premium, if any, or interest on any debt security or in the making of any sinking fund payment. An event of default for a particular series of debt securities does not necessarily constitute an event of default for other series of debt securities. Additional events of default may be prescribed for the benefit of holders of any series of debt securities and will be described in a prospectus supplement.

If there is a continuing event of default with respect to any series of debt securities, then either the trustee or the holders of at least 25% in aggregate principal amount of that series may require us to immediately repay the principal and accrued interest on the affected series or, if the debt securities of that series are original issue discount securities, such portion of the principal amount as may be specified in the terms of that series. Subject to specified conditions, the requirement to repay with respect to a series of debt securities may be annulled, and past defaults waived by the holders of a majority in principal amount of the debt securities of that series then outstanding, other than a continuing default in payment of principal of or premium, if any, or interest on the debt securities.

The trustee may refuse to enforce the indenture or the debt securities unless it first receives satisfactory security or indemnity. Subject to limitations specified in the indenture, the holders of a majority in principal amount of the then outstanding debt securities of an affected series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the indenture or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

Consolidation, Merger, Sale or Conveyance

The indenture provides that we may consolidate with, or sell, convey or lease all or substantially all of our assets to, or merge with or into, any other corporation, if

	•		either we are the continuing corporation, or the successor corporation expressly assumes the due and punctual payment of the principal of and interest on all the debt securities outstanding under the indenture according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of the indenture to be performed or observed by us; and

	•		immediately after the merger or consolidation, or the sale, conveyance or lease, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing.

Modification of the Indenture

The indenture contains provisions permitting us, the subsidiary guarantors and the trustee to amend or supplement the indenture or the notes of a series with the consent of the holders of a majority in principal amount of the notes of that series then outstanding. However, no amendment or supplement may, among other things, (a) extend the final maturity of any note, or reduce the rate or extend the time of payment of any interest on the note, or reduce the principal amount of any note, premium on any note, or reduce any amount payable upon any redemption of any note, or (b) reduce the percentage of principal amount of the notes that is required to approve an amendment or supplement to the indenture, without the consent of the holder of each note so affected.

Satisfaction and Discharge of Indenture; Defeasance

We may terminate our obligations under the debt securities of any series, except for certain surviving obligations, if either all of the debt securities of that series have been delivered to the trustee for cancellation or the debt securities of that series mature within one year or may be called for redemption within one year and, among other things, we deposit with the trustee cash or appropriate government obligations sufficient for the payment of principal and interest on the debt securities of that series to maturity.

The indenture, except for certain specified surviving obligations, will be discharged and canceled upon the satisfaction of certain conditions, including the payment of all of the debt securities or the deposit with the trustee of cash or appropriate government obligations or a combination thereof sufficient for the payment or redemption in accordance with the indenture and the terms of each series of debt securities.

Legal Defeasance

We may be discharged from any and all obligations in respect of the debt securities of any series (except for certain obligations to register the transfer or exchange of debt securities, to replace stolen, destroyed, lost or mutilated debt securities, to maintain paying agencies, to compensate and indemnify the trustee and to furnish the trustee with the names and addresses of holders of debt securities), which we refer to as “defeasance,” if:

	•		we irrevocably deposit with the trustee, in trust, cash and/or securities of the United States government, or securities of agencies of the United States government backed by the full faith and credit of the United States government, in an amount certified by a nationally recognized firm of independent public accountants to be sufficient to pay the principal of and interest on the debt securities of that series on the applicable due dates for those payments in accordance with the terms of the debt securities;

	•		we deliver to the trustee either (i) an opinion of counsel, based on a ruling of the United States Internal Revenue Service (unless there has been a change in the applicable United States federal income tax law), to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the defeasance had not occurred or (ii) a ruling of the United States Internal Revenue Service directed to the trustee to the same effect as set forth in clause (i) above;

	•		immediately after giving effect to the deposit specified in the first bullet point, on a pro forma basis, no event of default with respect to the debt securities of that series shall have occurred and be continuing on the date of deposit or, with respect to defaults occurring upon certain events of bankruptcy, insolvency or reorganization relating to us, at any time during the period ending on the 91st day after the date of the deposit; and

	•		we deliver to the trustee an officers’ certificate and an opinion of counsel each stating that we have complied with all of the above requirements.

Defeasance of Certain Obligations

We may omit to comply with certain covenants with respect to the debt securities of any series, and any such omission will not constitute an event of default with respect to the debt securities of that series, which we refer to as “covenant defeasance,” if:

	•		we irrevocably deposit with the trustee, in trust, cash and/or securities of the United States government, or securities of agencies of the United States government backed by the full faith and credit of the United States government, in an amount certified by a nationally recognized firm of independent public accountants to be sufficient to pay the principal of and interest on the debt securities of that series on the applicable due dates for those payments in accordance with the terms of the debt securities;

	•		we deliver to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of such covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred;

	•		immediately after giving effect to the deposit specified in the first bullet point, on a pro forma basis, no event of default with respect to the debt securities of that series shall have occurred and be continuing on the date of the deposit or, with respect to defaults occurring upon certain events of bankruptcy, insolvency or reorganization relating to us, at any time during the period ending on the 91st day after the date of the deposit;

	•		if the debt securities of that series are then listed on a national securities exchange, we deliver to the trustee an opinion of counsel to the effect that the debt securities will not be delisted as a result of such covenant defeasance; and

	•		we deliver to the trustee an officers’ certificate and an opinion of counsel each stating that we have complied with all of the above requirements.

If we exercise our option to effect a defeasance or covenant defeasance with respect to the debt securities of any series, as described above, and the trustee or paying agent is unable to apply any money or securities that we

have deposited because of any legal proceeding or any order or judgment of any court of governmental authority, in each case our obligations under the indenture and the debt securities of that series will be revived and reinstated.

Governing Law

The indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

Concerning the Trustee

The Bank of New York Trust Company, N.A. will be the trustee under the indenture. We maintain customary banking relationships in the ordinary course of business with the trustee and its affiliates.

BOOK-ENTRY ISSUANCE

The debt securities offered by any prospectus supplement may be issued in whole or in part in book-entry form and represented by one or more global securities, referred to as “global securities.” Global securities will be deposited with or on behalf of a depositary, referred to as the “global security depositary,” identified in the applicable prospectus supplement relating to the series and will be registered in the name of the global security depositary or its nominee. Unless and until it is exchanged for debt securities in definitive certificated form under the limited circumstances described below or in any other circumstances that may be described in the applicable prospectus supplement, a global security may not be transferred except as a whole by the global security depositary to a nominee of the global security depositary or by a nominee of the global security depositary to the global security depositary or another nominee of the depositary or by the global security depositary or its nominee to a successor of the global security depositary or a nominee of the successor.

Unless otherwise specified in the applicable prospectus supplement, The Depository Trust Company, or “DTC,” will act as global security depositary for any global securities. The descriptions of the operations and procedures of DTC set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change by DTC from time to time. We take no responsibility for these operations or procedures, and investors are urged to contact DTC directly to discuss these matters.

	DTC has advised us that DTC is:

	•		a limited-purpose trust company organized under the New York Banking Law;

	•		a “banking organization” within the meaning of the New York Banking Law;

	•		a member of the Federal Reserve System;

	•		a “clearing corporation” within the meaning of the New York Uniform Commercial Code, as amended; and

	•		a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, or “Exchange Act.”

DTC holds securities for its participants and facilitates post-trade settlement among its participants of sales and securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between accounts of its participants, thereby eliminating the need for physical transfer and delivery of securities certificates. DTC participants include both U.S. and non-U.S. securities brokers and dealers, which may include one or more of the underwriters, agents or dealers involved in the distribution of the applicable securities, banks and trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or “DTCC.” DTCC, in turn, is owned by a number of direct participants of DTC and members of the National Securities Clearing Corporation Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, also subsidiaries of DTCC, as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to DTC’s system is also available to other entities such as banks, both U.S. and non-U.S. brokers, dealers, trust companies and clearing corporations, which we collectively refer to as “indirect participants,”

that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants. The rules applicable to DTC participants are on file with the SEC.

Purchases of securities within the DTC system must be made by or through direct participants, which will receive a credit for those securities on DTC’s records. The ownership interest of the actual purchaser of a security, which we sometimes refer to as a “beneficial owner,” is in turn recorded on the direct and indirect participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases. However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership interests in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners.

To facilitate subsequent transfers, all global securities deposited with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose accounts the securities are credited, which may or may not be the beneficial owners. DTC’s participants are responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices will be sent to DTC or its nominee. If less than all of the applicable securities are being redeemed, DTC will determine the amount of the interest of each direct participant in the applicable securities to be redeemed in accordance with DTC’s procedures.

In any case where a vote may be required with respect to the applicable securities, neither DTC nor Cede & Co. will give consents for or vote those securities unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns the consent or voting rights of Cede & Co. or such other nominee as has been designated by DTC to those direct participants to whose accounts the applicable securities are credited on the record date identified in a listing attached to the omnibus proxy.

Payments on global securities will be made to Cede & Co., as nominee of DTC, or such other nominee as has been designated by DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or the trustee or transfer agent, as the case may be, on the relevant payment date in accordance with their respective holdings shown on DTC’s records. Payments by direct and indirect participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in “street name.” Those payments will be the responsibility of participants and not of DTC, its nominee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to Cede & Co. or such other nominee as has been designated by DTC is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.

Except under the limited circumstances described below or under such other circumstances as may be described in the applicable prospectus supplement, purchasers of debt securities will not be entitled to have those debt securities registered in their names and will not receive physical delivery of those debt securities. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under those debt securities and the applicable indenture or other instrument or agreement pursuant to which those debt securities were issued.

The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. These laws may impair the ability to transfer or pledge beneficial interests in global securities.

DTC is under no obligation to provide its services as depositary for any debt securities and may discontinue providing its service at any time by giving notice to us. Neither we nor the trustee or any agent, as the case may be, for the applicable debt securities will have any responsibility for the performance by DTC or its direct or indirect participants under the rules and procedures governing DTC.

Beneficial owners of debt securities registered in book-entry form will not receive certificates representing their ownership interests in those debt securities. However, if:

	•		the depositary for a global security notifies us that it is unwilling or unable to continue as depositary for that global security or the depositary for that global security ceases to be a clearing agency registered as such under the Exchange Act, if so required by applicable law or regulation, and we do not appoint a successor depositary within 90 days after we receive that notice or become aware of the depositary ceasing to be so registered, as the case may be,

	•		we, in our sole discretion, determine that the applicable debt securities will no longer be represented by global securities, or

	•		an event of default (if any) with respect to the applicable debt securities has occurred and is continuing,

we will issue and deliver definitive certificated debt securities in exchange for interests in the applicable global security. We anticipate that those definitive certificated debt securities will be registered in the name or names as the depositary instructs the trustee or transfer agent, as the case may be, for those debt securities and that those instructions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the applicable global securities.

We obtained the information in this section and elsewhere in this prospectus concerning DTC and DTC’s book-entry system from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information.

PLAN OF DISTRIBUTION

We may sell the debt securities in any of four ways:

Ÿ directly to purchasers;

Ÿ through agents;

Ÿ through dealers; or

Ÿ through one or more underwriters or a syndicate of underwriters in an underwritten offering.

With respect to each offering of a series of debt securities, the following information will be set forth in, or may be calculated from the information set forth in, the related prospectus supplement:

Ÿ the terms of any offering, including the name or names of any underwriters, dealers or agents, the purchase price of such series of debt securities and the proceeds to us from such sale;

Ÿ any underwriting discounts, selling commissions and other items constituting underwriters’, dealers’ or agents’ compensation;

Ÿ any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers or agents; and

Ÿ any securities exchanges on which the debt securities of the series may be listed.

Only underwriters named in the prospectus supplement are deemed to be underwriters in connection with the debt securities offered by the prospectus supplement.

If we sell debt securities through underwriters, the underwriters will acquire the debt securities for their own account. Debt securities may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Debt securities may be offered to the public either through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase debt securities will be subject to specified conditions precedent and the underwriters will be obligated to purchase all the debt securities offered by the prospectus supplement if any of the debt securities are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

We may also sell the debt securities directly or through agents, which may also act as principals, which we may designate from time to time. Any agent involved in the offer or sale of debt securities with regard to which this prospectus is delivered will be named, and any commissions we may pay to the agent will be set forth in, or may be calculated from the information set forth in, the applicable prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement, any agent will be acting on a reasonable efforts basis for the period of its appointment. In the case of sales we may directly make, no commission will be payable.

If so indicated in a prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers by specified institutions to purchase debt securities from us at the public offering price set forth in that prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a future date specified in the prospectus supplement. These contracts will be subject to the conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commissions payable for solicitation of the contracts.

Agents and underwriters may be entitled under agreements entered into with us to indemnification by us against specified civil liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which the agents or underwriters may be required to make with respect to the liabilities. Agents and underwriters may be customers of, engage in transactions with, or perform services for us or our affiliates in the ordinary course of business.

The debt securities of any series may not be listed on a national securities exchange and, if listed, the listing of debt securities may not continue until the maturity of such series of such series of debt securities. Some broker-dealers may make a market in the any series of debt securities, but they will not be obligated to do so and may discontinue any market making at any time and without any notice to you. Further, we cannot assure you that any broker-dealer market will be reasonably liquid or broad. If we know that any series of debt securities will be listed on an exchange or that a broker-dealer will make a market in any series of debt securities, we will include that information in the prospectus supplement.

To facilitate an offering of a series of debt securities, persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the market price of such debt securities. This may include over-allotments or short sales of such debt securities, which involves the sale by persons participating in the offering of more debt securities than have been sold to them by us. In those circumstances, such persons would cover such over-allotments or short positions by purchasing in the open market or by exercising the over-allotment option granted to those persons. In addition, those persons may stabilize or maintain the price of debt securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating in any such offering may be reclaimed if debt securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of such debt securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

LEGAL MATTERS

Legal matters relating to the debt securities will be passed upon for us by Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C.

EXPERTS

The consolidated financial statements and related consolidated financial statement schedules of Dean Foods Company and subsidiaries (the “Company”) as of December 31, 2004 and 2003, and for each of the three years ended December 31, 2004, 2003 and 2002, and management’s report on the effectiveness of internal control over financial reporting as of December 31, 2004, incorporated in this prospectus by reference to the Company’s Current Report on Form 8-K filed on December 14, 2005, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and have been so incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is a statement of the expenses (all of which are estimated) to be incurred by Dean in connection with a distribution of an assumed amount of $1,000,000,000 of securities registered under this registration statement. The assumed amount has been used to demonstrate the expenses of an offering and does not represent an estimate of the amount of debt securities that may be registered or distributed because such an amount is unknown at this time.


Securities and Exchange Commission registration fee	$	107,000
Accounting fees and expenses		50,000
Trustee’s fees and expenses		10,000
Printing, distribution, and engraving fees		50,000
Legal fees and expenses		100,000
Rating agency fees		100,000
Miscellaneous		25,000

Total	$	442,000

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (“DGCL”) empowers a Delaware corporation to indemnify any persons who were or are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, that, such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

Our restated certificate of incorporation, as amended, provides that we shall indemnify our directors and officers to the fullest extent authorized by the DGCL as it exists or as it may be amended to provide broader indemnification rights than previously permitted. However, we will indemnify a director or officer in connection with a proceeding initiated by the director or officer only if the proceeding was authorized by our board of directors. We will indemnify the director or officer for expenses incurred in defending any proceeding in advance of final disposition of the proceeding, which we refer to as “advancement of expenses,” provided that, if required by the DGCL, we will advance these expenses only if the director or officer delivers an undertaking to repay the amounts advanced if it is ultimately determined by non-appealable judicial decision that the director or officer is not entitled to be indemnified. These rights to indemnification and advancement of expenses are non-exclusive.

The Registrant also maintains insurance coverage relating to certain liabilities of directors and officers.

The charter documents and applicable state laws provide similar indemnification for the officers and directors of the subsidiary guarantors.

II-1

The Registrant expects that any underwriting agreement or distribution agreement relating to the securities will provide for indemnification of directors and officers of the Registrant by the underwriters or agents, as the case may be, against certain liabilities.

Item 16. Exhibits.


Exhibit
Number		Description of Exhibit

1.1*		Form of Underwriting Agreement.

4.1		Amended and Restated Certificate of Incorporation (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2001, filed April 1, 2002 (File No. 1-12755)).

4.2		Amended and Restated Bylaws (incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-12755)).

4.3		Form of Indenture.

4.4		Form of proposed Debt Security (included in Exhibit 4.3 at pages A-1 to A-9).

5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.

12.1		Statement of Computation of Ratio of Earnings to Fixed Charges.

23.1		Consent of Deloitte & Touche LLP.

23.2		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).

24.1		Powers of Attorney (contained in the signature pages to this registration statement).

25.1		Statement of Eligibility of Trustee on Form T-1 with respect to the debt securities.


*		To be filed or incorporated by reference as an exhibit to a document incorporated or deemed to be incorporated by reference in this registration statement.

Item 17. Undertakings.

(a) The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrants pursuant to Section 13 or Section 15(d) of

II-2

the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That for purposes of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the Registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser.

(b) The undersigned Registrants undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities

II-3

Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on December 12, 2005.


		DEAN FOODS COMPANY

		By:		/s/ Cory M. Olson

				Cory M. Olson
				Senior Vice President — Investor Relations
				and Treasurer

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gregg L. Engles and Michelle P. Goolsby, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Gregg L. Engles Gregg L. Engles		Chief Executive Officer and Chairman of the Board

/s/ Barry A. Fromberg Barry A. Fromberg		Executive Vice President and Chief Financial Officer

/s/ Ronald L. McCrummen Ronald L. McCrummen		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

/s/ Alan J. Bernon Alan J. Bernon		Director

/s/ Lewis M. Collens Lewis M. Collens		Director

/s/Tom Davis Tom Davis		Director

/s/ Stephen L. Green Stephen L. Green		Director

II-5


Signature		Title

/s/Joseph S. Hardin, Jr. Joseph S. Hardin, Jr.		Director

/s/Janet Hill Janet Hill		Director

/s/Ronald Kirk Ronald Kirk		Director

/s/John S. Llewellyn, Jr. John S. Llewellyn, Jr.		Director

/s/John R. Muse John R. Muse		Director

/s/Hector M. Nevares Hector M. Nevares		Director

/s/Pete Schenkel Pete Schenkel		Director

/s/Jim L. Turner Jim L. Turner		Director

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on December 12, 2005.


		31 LOGISTICS, INC.
		ALTA-DENA CERTIFIED DAIRY, INC.
		BARBER MILK, INC.
		BERKELEY FARMS, INC.
		CREAMLAND DAIRIES, INC.
		DEAN DAIRY PRODUCTS COMPANY
		DEAN FOODS COMPANY OF CALIFORNIA, INC.
		DEAN FOODS COMPANY OF INDIANA, INC.
		DEAN FOODS NORTH CENTRAL, INC.
		DEAN INTERNATIONAL HOLDING COMPANY
		DEAN MANAGEMENT CORPORATION
		DEAN MILK COMPANY, INC.
		DEAN TRANSPORTATION, INC.
		ELGIN BLENDERS, INCORPORATED
		GANDY’S DAIRIES, INC.
		HORIZON ORGANIC DAIRY, IDAHO FARM, INC.
		HORIZON ORGANIC DAIRY,
		MARYLAND FARM, INC.
		HORIZON ORGANIC HOLDING CORPORATION
		HORIZON ORGANIC INTERNATIONAL, INC.
		LIBERTY DAIRY COMPANY
		MARATHON DAIRY INVESTMENT CORP.
		MAYFIELD DAIRY FARMS, INC.
		McARTHUR DAIRY, INC.
		MEADOW BROOK DAIRY COMPANY
		MIDWEST ICE CREAM COMPANY
		PURITY DAIRIES, INCORPORATED
		REITER DAIRY OF AKRON, INC.
		SUIZA DAIRY GROUP HOLDINGS, INC.
		SUIZA DAIRY GROUP, INC.
		SWISS PREMIUM DAIRY, INC.
		T.G. LEE FOODS, INC.
		TUSCAN/LEHIGH DAIRIES, INC.
		VERIFINE DAIRY PRODUCTS CORPORATION
		OF SHEBOYGAN, INC.
		WHITE WAVE, INC.
		WHITEWAVE FOODS COMPANY



	By:	/s/ Lisa N. Tyson
		Lisa N. Tyson
		Vice President and Secretary

II-7

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Lisa N. Tyson		Vice President and Secretary and Director
Lisa N. Tyson		(Principal Executive Officer)

/s/ Barry A. Fromberg Barry A. Fromberg		Vice President (Principal Financial Officer)

/s/ Ronald L. McCrummen Ronald L. McCrummen		Vice President (Principal Accounting Officer)

II-8

SIGNATURES


		BARBER ICE CREAM, LLC
		BROUGHTON FOODS, LLC
		COLORADO ES, LLC
		COUNTRY DELITE FARMS, LLC
		COUNTRY FRESH, LLC
		CURAN, LLC
		DAIRY FRESH, LLC
		DAIRY INFORMATION SYSTEMS, LLC
		DAIRY INFORMATION SYSTEMS
		HOLDINGS, LLC
		DEAN DAIRY HOLDINGS, LLC
		DEAN ILLINOIS DAIRIES, LLC
		DEAN MIDWEST, LLC
		DEAN MIDWEST II, LLC
		DEAN NORTHEAST, LLC
		DEAN NORTHEAST II, LLC
		DEAN SOCAL, LLC
		DEAN SOUTHEAST, LLC
		DEAN SOUTHEAST II, LLC
		DEAN SOUTHWEST, LLC
		DEAN SOUTHWEST II, LLC
		FAIRMONT DAIRY, LLC
		GOLDEN VALLEY DAIRY, LLC
		HPNC, LLC
		INTERNATIONAL DAIRY HOLDINGS, LLC
		KOHLER MIX SPECIALTIES OF MINNESOTA, LLC
		KOHLER MIX SPECIALTIES, LLC
		LAND-O-SUN DAIRIES, LLC
		LOUIS TRAUTH DAIRY, LLC
		MELODY FARMS, L.L.C.
		MODEL DAIRY, LLC
		MORNINGSTAR FOODS, LLC
		NEW ENGLAND DAIRIES, LLC
		PET O’FALLON, LLC
		REEVES STREET, LLC
		REGAN, LLC
		REITER DAIRY OF SPRINGFIELD, LLC
		ROBINSON DAIRY, LLC
		SCHENKEL’S ALL-STAR DAIRY, LLC
		SCHENKEL’S ALL-STAR DELIVERY, LLC
		SFG MANAGEMENT LIMITED
		LIABILITY COMPANY

II-9

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Lisa N. Tyson Lisa N. Tyson		Vice President, Secretary and Manager (Principal Executive Officer)

/s/ Barry A. Fromberg Barry A. Fromberg		Vice President (Principal Financial Officer)

/s/ Ronald L. McCrummen Ronald L. McCrummen		Vice President (Principal Accounting Officer)

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on December 12, 2005.


		DEAN HOLDING COMPANY

		By:		/s/ Cory M. Olson

				Cory M. Olson
				Senior Vice President — Investor Relations and Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Gregg L. Engles Gregg L. Engles		Chief Executive Officer (Principal Executive Officer)

/s/ Barry A. Fromberg Barry A. Fromberg		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Ronald L. McCrummen Ronald L. McCrummen		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

/s/ Lisa N. Tyson Lisa N. Tyson		Director

II-11

SIGNATURES


		DEAN INTELLECTUAL PROPERTY
		SERVICES II, L.P.

		BY: DIPS GP II, LLC, its General Partner

		By:		/s/ Lisa N. Tyson

				Lisa N. Tyson
				Vice President and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Lisa N. Tyson Lisa N. Tyson		Vice President and Assistant Secretary (Principal Executive Officer)

/s/ Barry A. Fromberg Barry A. Fromberg		Vice President (Principal Financial Officer)

/s/ Ronald L. McCrummen Ronald L. McCrummen		Vice President (Principal Accounting Officer)

/s/ Robert W. Eaddy		Manager of DIPS GP II, LLC
DIPS Limited Partner II
By: The Capital Trust Company of
Delaware, as Trustee
By: Robert W. Eaddy
Senior Vice President

II-12

SIGNATURES


		DEAN INTELLECTUAL PROPERTY
		SERVICES, L.P.

		BY: DIPS GP, INC., its General Partner

		By:		/s/ Lisa N. Tyson

				Lisa N. Tyson
				Vice President and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Lisa N. Tyson Lisa N. Tyson		Vice President and Assistant Secretary (Principal Executive Officer)

/s/ Barry A. Fromberg Barry A. Fromberg		Vice President (Principal Financial Officer)

/s/ Ronald L. McCrummen Ronald L. McCrummen		Vice President (Principal Accounting Officer)

/s/ Bridget G. Johnson

Bridget G. Johnson		Director of DIPS GP, Inc.

II-13

SIGNATURES


	DEAN LEGACY BRANDS, INC.
	By:	/s/ Lisa N. Tyson
		Lisa N. Tyson
		Vice President and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Lisa N. Tyson		Vice President, Assistant Secretary and Director

Lisa N. Tyson		(Principal Executive Officer)

/s/ Barry A. Fromberg Barry A. Fromberg		Vice President (Principal Financial Officer)

/s/ Ronald L. McCrummen Ronald L. McCrummen		Vice President (Principal Accounting Officer)

II-14

SIGNATURES


	DEAN PUERTO RICO HOLDINGS, LLC
	By:	/s/ Lisa N. Tyson
		Lisa N. Tyson
		President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Lisa N. Tyson		President, Secretary and Manager

Lisa N. Tyson		(Principal Executive Officer)

/s/ Barry A. Fromberg		Vice President
Barry A. Fromberg		(Principal Financial Officer)

/s/ Ronald L. McCrummen		Vice President
Ronald L. McCrummen		(Principal Accounting Officer)

II-15

SIGNATURES


	DIPS GP II, LLC
	By:	/s/ Lisa N. Tyson
		Lisa N. Tyson
		Vice President and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Lisa N. Tyson		Vice President and Assistant Secretary

Lisa N. Tyson		(Principal Executive Officer)

/s/ Barry A. Fromberg		Vice President
Barry A. Fromberg		(Principal Financial Officer)

/s/ Ronald L. McCrummen		Vice President
Ronald L. McCrummen		(Principal Accounting Officer)

/s/ Robert W. Eaddy		Manager

DIPS Limited Partner II
By: The Capital Trust Company of Delaware, as Trustee
By: Robert W. Eaddy Senior Vice President

II-16

SIGNATURES


	DIPS GP, INC.
	By:	/s/ Lisa N. Tyson
		Lisa N. Tyson
		Vice President and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Lisa N. Tyson		Vice President and Assistant Secretary

Lisa N. Tyson		(Principal Executive Officer)

/s/ Barry A. Fromberg		Vice President
Barry A. Fromberg		(Principal Financial Officer)

/s/ Ronald L. McCrummen		Vice President
Ronald L. McCrummen		(Principal Accounting Officer)

/s/ Bridget G. Johnson		Director

Bridget G. Johnson

II-17

SIGNATURES


	DIPS LIMITED PARTNER II DIPS LIMITED PARTNER SOUTHERN FOODS HOLDINGS BY: THE CAPITAL TRUST COMPANY OF DELAWARE, as Trustee
	By:	/s/ Robert W. Eaddy
		Robert W. Eaddy
		Senior Vice President

II-18

SIGNATURES


	NEPTUNE COLORADO LLC
	By:	/s/ Lisa N. Tyson
		Lisa N. Tyson
		Vice President, Secretary and Manager

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Lisa N. Tyson		Vice President, Secretary and Manager

Lisa N. Tyson		(Principal Executive Officer)

/s/ Barry A. Fromberg		Vice President
Barry A. Fromberg		(Principal Financial Officer)

/s/ Ronald L. McCrummen		Vice President
Ronald L. McCrummen		(Principal Accounting Officer)

II-19

SIGNATURES


	SOUTHERN FOODS GROUP, L.P. BY: SFG MANAGEMENT LIMITED LIABILITY COMPANY, its General Partner
	By:	/s/ Lisa N. Tyson
		Lisa N. Tyson
		Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Lisa N. Tyson		Vice President, Secretary and Manager

Lisa N. Tyson		(Principal Executive Officer)

/s/ Barry A. Fromberg		Vice President
Barry A. Fromberg		(Principal Financial Officer)

/s/ Ronald L. McCrummen		Vice President
Ronald L. McCrummen		(Principal Accounting Officer)

II-20

SIGNATURES


	WHITEWAVE SERVICES, INC.
	By:	/s/ Jacqueline T. Gwinn
		Jacqueline T. Gwinn
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated as of December 12, 2005.


Signature		Title

/s/ Jacqueline T. Gwinn		President and Director

Jacqueline T. Gwinn		(Principal Executive Officer)

/s/ Barry A. Fromberg		Vice President
Barry A. Fromberg		(Principal Financial Officer)

/s/ Ronald L. McCrummen		Vice President
Ronald L. McCrummen		(Principal Accounting Officer)

/s/ Robert A. Sagedy		Director

Robert A. Sagedy

II-21

EXHIBIT INDEX


Exhibit
Number		Description of Exhibit
1.1*		Form of Underwriting Agreement.

4.1		Amended and Restated Certificate of Incorporation (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2001, filed April 1, 2002 (File No. 1-12755)).

4.2		Amended and Restated Bylaws (incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-12755)).

4.3		Form of Indenture.

4.4		Form of proposed Debt Security (included in Exhibit 4.3 at pages A-1 to A-9).

5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.

12.1		Statement of Computation of Ratio of Earnings to Fixed Charges.

23.1		Consent of Deloitte & Touche LLP.

23.2		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).

24.1		Powers of Attorney (contained in the signature pages to this registration statement).

25.1		Statement of Eligibility of Trustee on Form T-1 with respect to the debt securities.


*		To be filed or incorporated by reference as an exhibit to a document incorporated or deemed to be incorporated by reference in this registration statement.

EX-4.3 2 d31173exv4w3.htm FORM OF INDENTURE exv4w3

Exhibit 4.3

DEAN FOODS COMPANY,
Issuer,

THE GUARANTORS LISTED ON SCHEDULE I HERETO,
Guarantors

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
Trustee

INDENTURE

Dated as of ____ __, 2005

Senior Debt Securities

Dean Foods Company
Reconciliation and tie between Trust Indenture Act of 1939
and Indenture dated as of ______ ___, 2005


Trust Indenture Act Section		Indenture Section
§310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	Not applicable
	(a)(4)	Not applicable
	(a)(5)	7.10
	(b)	7.03, 7.08, 7.10
§311	(a)	7.03
§312	(a)	3.04
	(b)	14.02
	(c)	14.02
§313	(a)(1)-(5) & (7)-(8)	7.06
	(a)(6)	Not applicable
	(b)(1)	Not applicable
	(b)(2)	7.07
	(c)	7.06
	(d)	7.06
§314	(a)(1)-(3)	7.06
	(a)(4)	4.05
	(b)	Not applicable
	(c)(1)	14.03
	(c)(2)	14.03
	(c)(3)	Not applicable
	(d)	Not applicable
	(e)	14.04
§315	(a)	7.01
	(b)	7.05
	(c)	7.02
	(d)	7.02
	(e)	6.12
§316	(a)(1)	6.04, 6.05
	(b)	6.08
	(c)	9.03
§317	(a)(1)	6.09
	(a)(2)	6.10
	(b)	3.05
§318	(a)	14.01

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS


	Page
ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions		1
SECTION 1.02. Incorporation by Reference of Trust Indenture Act		6
SECTION 1.03. Rules of Construction		7

ARTICLE TWO
SECURITY FORMS

SECTION 2.01. Forms Generally		7
SECTION 2.02. Book-Entry Provisions for Global Securities		8
SECTION 2.03. Restrictive Legends		9

ARTICLE THREE
THE SECURITIES

SECTION 3.01. Amount Unlimited; Issuable in Series		9
SECTION 3.02. Denominations		11
SECTION 3.03. Execution, Authentication, Dating and Delivery		11
SECTION 3.04. Registrar and Paying Agent		12
SECTION 3.05. Paying Agent to Hold Money in Trust		13
SECTION 3.06. Transfer and Exchange		13
SECTION 3.07. Replacement Securities		14
SECTION 3.08. Outstanding Securities		14
SECTION 3.09. Temporary Securities		15
SECTION 3.10. Cancellation		15
SECTION 3.11. Computation of Interest		15
SECTION 3.12. CUSIP Numbers		15
SECTION 3.13. Securities in a Foreign Currency		15

ARTICLE FOUR
COVENANTS

SECTION 4.01. Payment of Securities		16
SECTION 4.02. Maintenance of Office or Agency		16
SECTION 4.03. Limitation Upon Liens		17
SECTION 4.04. Limitation on Sale and Leaseback Transactions		19
SECTION 4.05. Compliance Certificates		19
SECTION 4.06. Waiver of Certain Covenants		20


	Page
ARTICLE FIVE
SUCCESSOR CORPORATION

SECTION 5.01. When Company May Merge, Etc.		20
SECTION 5.02. Successor Substituted		20

ARTICLE SIX
DEFAULT AND REMEDIES

SECTION 6.01. Events of Default		21
SECTION 6.02. Acceleration		22
SECTION 6.03. Other Remedies		23
SECTION 6.04. Waiver of Past Defaults		23
SECTION 6.05. Control by Majority		23
SECTION 6.06. Payment of Securities on Default		24
SECTION 6.07. Limitation on Suits		24
SECTION 6.08. Rights of Holders to Receive Payment		25
SECTION 6.09. Collection Suit by Trustee		25
SECTION 6.10. Trustee May File Proofs of Claim		25
SECTION 6.11. Priorities		25
SECTION 6.12. Undertaking for Costs		26
SECTION 6.13. Restoration of Rights and Remedies		26
SECTION 6.14. Rights and Remedies Cumulative		26
SECTION 6.15. Delay or Omission Not Waiver		26

ARTICLE SEVEN
TRUSTEE

SECTION 7.01. General		27
SECTION 7.02. Certain Rights of Trustee		27
SECTION 7.03. Individual Rights of Trustee		28
SECTION 7.04. Trustee’s Disclaimer		29
SECTION 7.05. Notice of Default		29
SECTION 7.06. Reports by the Company to the Trustee		29
SECTION 7.07. Reports by Trustee to Holders		29
SECTION 7.08. Compensation and Indemnity		29
SECTION 7.09. Replacement of Trustee		30
SECTION 7.10. Successor Trustee by Merger, Etc.		31
SECTION 7.11. Eligibility		31
SECTION 7.12. Money Held in Trust		32

ARTICLE EIGHT
SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01. Satisfaction and Discharge of Securities of Any Series; Discharge of Indenture		32
SECTION 8.02. Legal Defeasance		33
SECTION 8.03. Defeasance of Certain Obligations		34
SECTION 8.04. Application of Trust Money		35
SECTION 8.05. Repayment to Company		35

iii


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SECTION 8.06. Reinstatement		36

ARTICLE NINE
AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders		36
SECTION 9.02. With Consent of Holders		37
SECTION 9.03. Action by Holders; Record Dates		38
SECTION 9.04. Revocation and Effect of Consent		39
SECTION 9.05. Notation on or Exchange of Securities		39
SECTION 9.06. Trustee to Sign Amendments, Etc.		39
SECTION 9.07. Effect of Supplemental Indenture		39
ARTICLE TEN
MEETINGS OF HOLDERS

SECTION 10.01. Purposes of Meetings		40
SECTION 10.02. Call of Meetings by Trustee		40
SECTION 10.03. Call of Meetings by Company or Holders		40
SECTION 10.04. Qualification for Voting		41
SECTION 10.05. Regulations		41
SECTION 10.06. Voting		41

ARTICLE ELEVEN
REDEMPTION OF SECURITIES

SECTION 11.01. Applicability of Article		42
SECTION 11.02. Election to Redeem; Notice to Trustee		42
SECTION 11.03. Selection by Trustee of Securities to be Redeemed		42
SECTION 11.04. Notice of Redemption		42
SECTION 11.05. Deposit of Redemption Price		43
SECTION 11.06. Securities Payable on Redemption Date		43
SECTION 11.07. Securities Redeemed in Part		44

ARTICLE TWELVE
SINKING FUND

SECTION 12.01. Applicability of Article		44
SECTION 12.02. Satisfaction of Sinking Fund Payments With Securities		44
SECTION 12.03. Redemption of Securities for Sinking Fund		44

ARTICLE THIRTEEN
SUBSIDIARY GUARANTEES

SECTION 13.01. Guarantee		45
SECTION 13.02. Limitation on Guarantor Liability		46
SECTION 13.03. Execution and Delivery of Subsidiary Guarantee		46
SECTION 13.04. Guarantors May Consolidate, etc. on Certain Terms		47


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SECTION 13.05. Release		47

ARTICLE FOURTEEN
MISCELLANEOUS

SECTION 14.01. Trust Indenture Act of 1939		48
SECTION 14.02. Notices		48
SECTION 14.03. Certificate and Opinion as to Conditions Precedent		49
SECTION 14.04. Statements Required in Certificate or Opinion		49
SECTION 14.05. Rules by Trustee, Paying Agent or Registrar		50
SECTION 14.06. Payment Date Other Than a Business Day		50
SECTION 14.07. Governing Law		50
SECTION 14.08. No Adverse Interpretation of Other Agreements		50
SECTION 14.09. No Recourse Against Others		50
SECTION 14.10. Successors		50
SECTION 14.11. Duplicate Originals		50
SECTION 14.12. Separability		50
SECTION 14.13. Table of Contents, Headings, Etc.		51
SECTION 14.14. Counterparts		51
SECTION 14.15. Force Majeure		51

EXHIBIT A Form of Security		A-1
EXHIBIT B Form of Notation of Subsidiary Guarantee		B-1
SCHEDULE I SCHEDULE OF GUARANTORS		B-2

INDENTURE, dated as of ___, 2005, between DEAN FOODS COMPANY, a Delaware corporation (the “Company”), the GUARANTORS listed on Schedule I hereto, as amended from time to time, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

RECITALS

The Company is authorized to borrow money for its corporate purposes and to issue debentures, notes or other evidences of indebtedness therefore; and for its corporate purposes, the Company has determined to make and issue its debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”), as herein provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. All things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done.

This Indenture is subject to, and shall be governed by, the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of and to govern indentures qualified under the Trust Indenture Act of 1939, as amended.

AND THIS INDENTURE FURTHER WITNESSETH

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows.

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“Affiliate” has the meaning specified in Rule 405 of the Securities Act.

“Agent” means any Registrar, co-Registrar, Paying Agent or authenticating agent.

“Agent Members” has the meaning specified in Section 2.02(a).

“Attributable Debt” means, as of any date upon which a determination of the amount thereof shall be computed, as of any particular time, the present value, calculated using a rate of interest implicit in such transaction determined in accordance with GAAP, of the obligation of a lessee for rental payments during the remaining term of any lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

“Authorized Newspaper” means a newspaper published in an official language of the country of publication of general circulation in the place in connection with which the term is used. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu

thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

“Board of Directors” means the Board of Directors of the Company or any of the Guarantors, as the case may be, or any duly authorized committee of such Board of Directors.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company, or the applicable Guarantor, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means, except as may otherwise be provided with respect to the Securities of any series, any day except a Saturday, Sunday or legal holiday on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the TIA, then the body performing such duties at such time.

“Company” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article Five and thereafter means such successor.

“Company Order” means a written request or order signed in the name of the Company (i) by its Chairman, a Vice Chairman, its Chief Executive Officer, its President, a Vice President or its Chief Financial Officer and (ii) by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary and delivered to the Trustee; provided, however, that such written request or order may be signed by any two of the officers or directors listed in clause (i) above in lieu of being signed by one of such officers or directors listed in such clause (i) and one of the officers listed in clause (ii) above.

“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (i) all current liabilities (excluding the current portion of any Funded Debt and any other current liabilities constituting Funded Debt by reason of being extendable or renewable) and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the books and records of the Company and its Consolidated Subsidiaries and computed in accordance with generally accepted accounting principles in the United States.

“Consolidated Subsidiary” means a Subsidiary of the Company the accounts of which are consolidated with those of the Company in accordance with generally accepted accounting principles in the United States.

“Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date of this Indenture, located at , Attention: Corporate Trust Department.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or giving of notice or both would be, an Event of Default.

“Depositary” means, except as may otherwise be provided with respect to the Securities of any series, The Depository Trust Company, its nominees, and their respective successors.

“Event of Default” has the meaning specified in Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Funded Debt” means all indebtedness for the repayment of money borrowed, whether or not evidenced by a bond, debenture, note or similar instrument or agreement, having a final maturity of more than 12 months after the date of its creation or having a final maturity of less than 12 months after the date of its creation but by its terms being renewable or extendable beyond 12 months after such date at the option of the borrower. For the purpose of determining “Funded Debt” of any Person, there shall be excluded any particular indebtedness if, on or prior to the final maturity thereof, there shall have been deposited with the proper depositary in trust the necessary funds for the payment, redemption or satisfaction of such indebtedness.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, in effect on the date of this Indenture.

“Global Securities” means one or more global securities in registered form, substantially in the form set forth in Exhibit A.

“Government Obligations” means, with respect to the Securities of any series, securities that are (i) direct obligations of the government which issued the currency in which the Securities of such series are denominated for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the government which issued the currency in which the Securities of such series are denominated the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the Maturity Date of the Securities of such series, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt.

“Guarantors” means, subject to Section 13.05, the parties listed on Schedule I hereto.

“Holder” or “Securityholder” means the registered holder of any Security.

“Indebtedness” has the meaning specified in Section 4.03.

“Indenture” means this Indenture as originally executed or as it may be amended or supplemented from time to time by one or more indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture, and shall include the forms and terms of the Securities of each series as contemplated by Section 3.01.

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Lien” has the meaning specified in Section 4.03.

“Market Exchange Rate” has the meaning specified in Section 3.13.

“Maturity Date,” when used with respect to any Security, means the date on which the principal of such Security, or an installment of principal, becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Officer” means, with respect to the Company or any of the Guarantors, as the case may be, (i) the Chairman of the Board of Directors, a Vice Chairman, the Chief Executive Officer, the President, any Vice President or the Chief Financial Officer, and (ii) the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary.

“Officers’ Certificate” means a certificate signed on behalf of the Company or any of the Guarantors, as the case may be, by one Officer listed in clause (i) of the definition thereof and one Officer listed in clause (ii) of the definition thereof or two officers listed in clause (i) of the definition thereof. Each Officers’ Certificate (other than certificates provided pursuant to TIA Section 314(a)(4)) shall include the statements provided for in TIA Section 314(e).

“Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, that meets the requirements of Section 14.04. Each such Opinion of Counsel shall include the statements provided for in TIA Section 314(e).

“Original Issue Date,” when used with respect to any Security (or portion thereof), means the earlier of (i) the date of such Security or (ii) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

“Original Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02.

“Paying Agent” has the meaning specified in Section 3.04, except that, for the purposes of Article Eight, the Paying Agent shall not be the Company or a Subsidiary of the Company or an Affiliate of any of them. The term “Paying Agent” includes any additional Paying Agent.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“principal,” whenever used with reference to any Security or any portion thereof, shall be deemed to include “and premium, if any.”

“Principal Property” means, as of any date, any building or structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for manufacturing, processing or production (other than any pollution control facility), in each case located in the United States and owned or leased or to be owned or leased by the Company or any Consolidated Subsidiary, and in each case the net book value of which as of such date exceeds 2% of the Consolidated Net Tangible Assets of the Company as shown on the consolidated balance sheet contained in the latest filing of the Company with the Commission, other than any such land, building, structure or other facility or portion thereof which, in the opinion of the Board of Directors of the Company, is not of material importance to the total business conducted by the Company and its Consolidated Subsidiaries, considered as one enterprise.

“Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified as such in the terms of the Securities of such series, or, if no such date is so specified, the close of business on the fifteenth calendar day (whether or not a Business Day) immediately preceding such Interest Payment Date.

“Registrar” has the meaning specified in Section 3.04.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee, including any vice president, any assistant vice president, any assistant treasurer, any trust officer or assistant trust officer or any other officer or assistant officer, customarily performing functions similar to those performed by any of the above-designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“sale and leaseback transaction” has the meaning specified in Section 4.04.

“Securities” means any of the Securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Register” has the meaning specified in Section 3.04.

“Senior Credit Agreement” means the Amended and Restated Credit Agreement, dated as of August 13, 2004, among the Company, the Guarantors, Wachovia Bank, National Association, JPMorgan Chase Bank, N.A., Harris Trust and Savings Bank, SunTrust Bank and the lenders party to the Credit Agreement, including any notes, guarantees, collateral and

security documents (including mortgages, pledge agreements and other security arrangements), instruments and agreements executed in connection therewith, and in each case as amended or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing or otherwise restructuring (including increasing the amount of borrowings or other Indebtedness outstanding or available to be borrowed thereunder) all or any portion of the Indebtedness under such agreement, and any successor or replacement agreement or agreements with the same or any other borrowers, agents, creditors, lenders or group of creditors or lenders.

“Stated Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal amount thereof or such installment of principal or interest thereon is due and payable.

“Subsidiary” means, with respect to any Person, (i) any corporation of which at least a majority in interest of the outstanding capital stock having by the terms thereof voting power under ordinary circumstances to elect directors of such corporation, irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency, is at the time, directly or indirectly, owned or controlled by such Person, or by one or more other corporations a majority in interest of such stock of which is similarly owned or controlled by such Person or one or more other corporations a majority in interest of such stock of which is similarly owned or controlled, or (ii) any other Person (other than a corporation) in which such Person, directly or indirectly, at the date of determination thereof, has at least a majority equity ownership interest.

“Subsidiary Guarantee” means a guarantee by each Guarantor of the Company’s obligations under this Indenture and pursuant to the Securities, which guarantee is set forth in Section 13.01.

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as in effect on the date this Indenture was executed, except as provided in Section 9.07.

“Trustee” means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of Article Seven and thereafter means such successor. If there shall be more than one Trustee at any one time, “Trustee” shall mean or include each Person who is then a Trustee hereunder and, as used with respect to the Securities of any series, shall mean only the Trustee with respect to the Securities of that series.

“United States Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended and as codified in Title 11 of the United States Code, as amended from time to time hereafter, or any successor federal bankruptcy law.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Securities;

“indenture security holder” means a Holder or a Securityholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the indenture securities means the Company or any other obligor on the Securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.03. Rules of Construction. Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States in effect at the time of any computation;

(iii) “or” is not exclusive;

(iv) words in the singular include the plural, and words in the plural include the singular;

(v) provisions apply to successive events and transactions;

(vi) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(vii) all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated.

ARTICLE TWO

SECURITY FORMS

SECTION 2.01. Forms Generally. The Securities of each series and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Securities of each series may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on the Securities.

The definitive Securities of each series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, including any manner permitted by the rules of any securities exchange on which the Securities of such series may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

SECTION 2.02. Book-Entry Provisions for Global Securities.

(a) If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.03, authenticate and deliver a Global Security or Securities which initially shall (i) be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 2.03.

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.

(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees.

(c) If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.02 shall no longer be applicable to the Securities of such series and the Company will execute and, subject to Section 3.06, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.02 shall no longer apply to the Securities of such series. In such event the Company will execute and, subject to Section 3.06, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be

canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.02(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

SECTION 2.03. Restrictive Legends. Each Global Security shall bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF CEDE & CO. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFERS OF THIS GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN NOMINEES OF CEDE & CO. OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

ARTICLE THREE

THE SECURITIES

SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued from time to time in one or more series. Prior to the issuance of Securities of any series, there shall be established in or pursuant to (a) one or more Board Resolutions and set forth in an Officers’ Certificate or (b) one or more indentures supplemental hereto:

(i) the title of the Securities of the series, including Cusip numbers (which shall distinguish the Securities of the series from all other Securities);

(ii) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu

of, other Securities of the series pursuant to Sections 2.02, 3.06, 3.07, 3.09, 9.05 or 11.07);

(iii) the date or dates on which the Securities of the series may be issued;

(iv) the date or dates on which the principal of the Securities of the series shall be payable, or the method of determination thereof;

(v) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Record Dates for the determination of Holders to whom interest is payable;

(vi) the place or places where the principal of, and interest, if any, on, the Securities of the series shall be payable (if other than as provided in Section 4.02);

(vii) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;

(viii) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;

(ix) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or other provisions set forth therein or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(x) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;

(xi) the form of the Securities of the series, including any legends (if other than as provided in Section 2.03);

(xii) if other than U.S. dollars, the currency or currencies or units based on or related to currencies in which Securities of the series shall be denominated and in which payments of principal of, and any interest on, Securities of the series, or any other amounts payable with respect thereto, shall or may be payable;

(xiii) whether any special terms and conditions relating to the payment of additional amounts in respect of payments on the Securities of the series shall, in the event of certain changes in the United States federal income tax laws, apply to such Securities;

(xiv) whether the Securities of the series are to be issuable in whole or in part in the form of one or more Global Securities and, in such case, if other than The Depository Trust Company, the Depositary for such Securities;

(xv) additional Events of Default with respect to the Securities of the series, if any, other than those set forth herein;

(xvi) if either or both of Section 8.02 and Section 8.03 shall be inapplicable to the Securities of the series (provided, that if no such inapplicability shall be specified, then both Section 8.02 and Section 8.03 shall be applicable to such Securities);

(xvii) additional covenants with respect to Securities of the series, if any, other than those set forth herein;

(xviii) if other than the Trustee, the identity of the Registrar and any Paying Agent for the Securities of the series; and

(xix) any other terms of the Securities of the series and any other deletions from, modifications of, or additions to this Indenture in respect of such Securities.

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. Unless otherwise provided, a series may be reopened for issuances of additional Securities of such series.

SECTION 3.02. Denominations. In the absence of any specification pursuant to Section 3.01 with respect to the Securities of any series, the Securities of each series shall be issuable only in registered form without coupons and only in denominations of $1,000 in principal amount and any integral multiple thereof, and shall be payable in U.S. dollars.

SECTION 3.03. Execution, Authentication, Dating and Delivery. The Securities shall be executed by two Officers of the Company. The signature of these Officers on the Securities may be by facsimile or manual signature in the name and on behalf of the Company.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee or authenticating agent authenticates the Security, the Security shall be valid nevertheless.

A Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

At any time and from time to time after the execution of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order, and the Trustee or an authenticating agent shall authenticate for original issue Securities in the aggregate principal amount specified in such Company Order; provided, that the Trustee shall be entitled to receive the Board Resolution establishing the form and terms of the Securities of the series pursuant to Section 3.01, if applicable, an Officers’

Certificate of the Company and an Opinion of Counsel in connection with such authentication of Securities. Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated.

Notwithstanding the provisions of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to the immediately preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued.

The Trustee may appoint an authenticating agent to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

Each Security shall be dated the date of its authentication.

SECTION 3.04. Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency where Securities may be presented for payment (the “Paying Agent”) and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Securities of each series and of their transfer and exchange (the “Security Register”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents.

The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided, that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands.

The Company initially appoints the Trustee as Registrar, Paying Agent, authenticating agent and agent for service of notice and demands. The Trustee shall preserve in as current a

form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee as of each Record Date and at such other times as the Trustee may reasonably request the names and addresses of Holders as they appear in the Security Register, including the aggregate principal amount of Securities of each series held by each Holder.

SECTION 3.05. Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. (New York City time) on each due date of any principal of or interest on the Securities of any series, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Securities of such series (whether such money has been paid to it by the Company or any other obligor on the Securities of such series), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Securities of such series) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of or interest on the Securities of any series, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

SECTION 3.06. Transfer and Exchange. The Securities of each series are issuable only in registered form. A Holder may transfer a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of the Company shall treat the Person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent) and that ownership of a beneficial interest in the Global Security shall be required to be reflected in a book entry. When Securities of any series are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of the same series of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Securities are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney

who is authorized in writing to act on behalf of the Holder). To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 3.09 or Section 9.05).

SECTION 3.07. Replacement Securities. If a mutilated Security is surrendered to the Trustee or if the Holder claims that the Security has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall issue and the Trustee shall authenticate a replacement Security of the same series of like tenor and principal amount and bearing a number not contemporaneously outstanding; provided, that the requirements of this Section 3.07 are met. If required by the Trustee or the Company, an indemnity bond must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee or any Agent from any loss that any of them may suffer if a Security is replaced. The Company may charge such Holder for its expenses and the expenses of the Trustee in replacing a Security. In case any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof.

Every replacement Security is an additional obligation of the Company and shall be entitled to the benefits of this Indenture.

SECTION 3.08. Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those as to which defeasance has been effected pursuant to Section 8.02 and those described in this Section 3.08 as not outstanding.

If a Security is replaced pursuant to Section 3.07, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser.

If the Paying Agent (other than the Company or an Affiliate of the Company) holds on the Maturity Date money sufficient to pay Securities payable on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue.

A Security does not cease to be outstanding because the Company or one of its Affiliates holds such Security, provided, however, that in determining whether the Holders of the requisite principal amount of the outstanding Securities of a series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities of such series or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee has actual knowledge to be so owned shall be so disregarded. Securities so owned which have

been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

SECTION 3.09. Temporary Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate temporary Securities of such series. Temporary Securities shall be substantially in the form of definitive Securities but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officers executing the temporary Securities, as evidenced by their execution of such temporary Securities. If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities of the same series upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged, the temporary Securities shall be entitled to the same benefits under this Indenture as definitive Securities of the same series.

SECTION 3.10. Cancellation. The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment or cancellation and shall dispose of them in accordance with its normal procedure.

SECTION 3.11. Computation of Interest. Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

SECTION 3.12. CUSIP Numbers. The Company in issuing the Securities of any series may use “CUSIP”, “Common Code” or “ISIN” numbers (if then generally in use), and the Company and the Trustee shall use CUSIP, “Common Code” or “ISIN” numbers, as the case may be, in notices of exchange as a convenience to Holders; provided, that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Securities of such series or as contained in any notice of exchange and that reliance may be placed only on the other identification numbers printed on the Securities of such series. The Company shall promptly notify the Trustee of any change in “CUSIP,” “Common Code” or “ISIN” numbers for the Securities of any series.

SECTION 3.13. Securities in a Foreign Currency. Unless otherwise specified with respect to the Securities of a particular series, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in principal amount of Securities of any

series or all series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any series which are denominated in a currency other than U.S. dollars, then the principal amount of Securities of such series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of U.S. dollars that could be obtained for such amount at the Market Exchange Rate. For purposes of this Section 3.13, “Market Exchange Rate” shall mean the noon U.S. dollar buying rate for that currency for cable transfers quoted in The City of New York, as certified for customs purposes by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question, or such other quotations as the Trustee shall deem appropriate.

ARTICLE FOUR

COVENANTS

SECTION 4.01. Payment of Securities. The Company shall pay the principal of and interest on the Securities of each series on the dates and in the manner provided in the Securities of such series and this Indenture. An installment of principal or interest shall be considered paid on the date due if the Trustee or Paying Agent (other than the Company, a Subsidiary of the Company or any Affiliate of any of them) holds on that date money designated for and sufficient to pay the installment. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, an installment of principal or interest shall be considered paid on the due date if the entity acting as Paying Agent complies with the last sentence of Section 3.05. Upon any bankruptcy or reorganization procedure relative to the Company, the Trustee shall serve as the Paying Agent, if any, for the Securities.

SECTION 4.02. Maintenance of Office or Agency. So long as the Securities of any series shall have been issued and remain outstanding, the Company will maintain in the Borough of Manhattan, The City of New York an office or agency where Securities may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 14.02.

The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company in accordance with Section 3.04.

SECTION 4.03. Limitation Upon Liens. So long as any Securities of any series shall have been issued and remain outstanding, unless the terms of any series provide otherwise, the Company will not itself, and will not permit any Consolidated Subsidiary to, issue, assume or guarantee any indebtedness for money borrowed which, in accordance with generally accepted accounting principles in the United States, would be reflected on the balance sheet of the Company or a Consolidated Subsidiary as a liability on the date as of which Indebtedness is determined (being hereinafter in this Section 4.03 and Section 4.04 called “Indebtedness”), secured by a mortgage, pledge, security interest or other lien or encumbrance (any mortgage, pledge, security interest or other lien or encumbrance being hereinafter in this Section 4.03 and Section 4.04 called a “Lien”) upon or with respect to any Principal Property, or on any shares of capital stock of any Consolidated Subsidiary that owns a Principal Property (unless all obligations and indebtedness thereby secured are held by the Company or a Consolidated Subsidiary) without effectively providing that the Securities shall be secured by such Lien equally and ratably with (or prior to) any and all other obligations and indebtedness thereby secured, unless, after giving effect thereto, the aggregate principal amount of all such Indebtedness secured by such a Lien of the Company or a Consolidated Subsidiary then outstanding, plus all outstanding Attributable Debt of the Company and its Consolidated Subsidiaries in respect of sale and leaseback transactions (as defined in Section 4.04) entered into after the date of the issuance of the series of Securities as to which such determination is being made (other than sale and leaseback transactions permitted by Section 4.04) would not exceed an amount equal to 15% of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section 4.03 shall prevent, restrict or apply to, and there shall be excluded in any computation of secured Indebtedness under this Section 4.03, the following:

(a) Liens existing as of the date of the issuance of Securities of any series on any property or assets owned or leased by the Company or any Consolidated Subsidiary;

(b) Liens on property or assets of, or on any shares of stock or Indebtedness of, any Person existing at the time such Person becomes a Consolidated Subsidiary and not created in contemplation of such event;

(c) Liens (i) on any property or assets or shares of stock existing at the time of acquisition thereof (including acquisition through merger or consolidation) and not created in contemplation of such event or to secure the payment of all or any part of the purchase price or construction cost thereof, or (ii) to secure any Indebtedness incurred prior to, at the time of or within 180 days after the later of acquisition of such property or assets or shares of stock or Indebtedness or the completion of any such construction and the commencement of operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof;

(d) Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Indebtedness incurred prior to, at the time of or within 180 days

after the completion of such development, operation, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost;

(e) Liens in favor of, or which secure Indebtedness owing to, the Company or a Consolidated Subsidiary;

(f) Liens arising from the assignment of moneys due and to become due under contracts between the Company or any Consolidated Subsidiary and the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any contract not directly or indirectly in connection with securing Indebtedness;

(g) any deposit or pledge as security for the performance of any bid, tender, contract, lease or undertaking not directly or indirectly in connection with the securing of Indebtedness; any deposit or pledge with any governmental agency required or permitted to qualify the Company or any Consolidated Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to worker’s compensation, unemployment insurance, pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’ worker’s, repairmen’s, materialmen’s or warehousemen’s liens on the release of property in the possession of a common carrier; any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; liens for taxes not yet due and payable or being contested in good faith; any deposit or pledge in connection with appeal or surety bonds; or other deposits or pledges similar to those referred to in this subparagraph (g);

(h) Liens arising by reason of any attachment, judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such attachment, judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired;

(i) Liens created after the date of this Indenture on property leased to or purchased by the Company or any Consolidated Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property;

(j) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in subparagraphs (a) through (i) above or the Indebtedness secured thereby; provided, that (1) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets or shares of stock that secured the Lien extended, renewed, substituted or

replaced (plus improvements on such property and any other property or assets not then constituting a Principal Property) and (2) to the extent, if any, that the Indebtedness secured by such Lien at such time is increased, the amount of such increase shall not be excluded from Indebtedness under any computation under this Section 4.03; and

(k) Liens securing Indebtedness or any other obligations under the Senior Credit Agreement.

Debt created by the Company or any Consolidated Subsidiary shall not be cumulated with a guarantee of the same Indebtedness by the Company or any other Consolidated Subsidiary for the same financial obligation.

SECTION 4.04. Limitation on Sale and Leaseback Transactions. So long as any Securities of any series shall have been issued and remain outstanding, unless the terms of any series provide otherwise, the Company will not itself, and will not permit any Consolidated Subsidiary to, enter into any arrangement after the date of this Indenture with any Person (not including the Company or any Consolidated Subsidiary) providing for the leasing by the Company or any such Consolidated Subsidiary of any Principal Property which was or is owned by the Company or such Consolidated Subsidiary (except for temporary leases for a term of not more than three years), which property has been or is to be sold or transferred, more than 120 days after the later of (i) such Principal Property has been acquired by the Company or such Consolidated Subsidiary and (ii) completion of construction and commencement of full operation thereof, to such Person (herein referred to as a “sale and leaseback transaction”) unless (a) the net proceeds to the Company or such Consolidated Subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of Directors of the Company) of the Principal Property so leased, (b) the Company or such Consolidated Subsidiary could incur Indebtedness secured by a Lien on the Principal Property to be leased pursuant to Section 4.03 in an amount equal to the Attributable Debt with respect to such sale and leaseback transaction without equally and ratably securing the Securities or (c) the Company, within 120 days after the effective date of any such sale and leaseback transaction, applies an amount equal to the fair value (as determined by the Board of Directors of the Company) of the property so sold and leased back at the time of entering into such arrangement (as determined by the Company) to (x) the prepayment or retirement of Funded Debt (including Securities of any series constituting Funded Debt) of the Company or (y) the acquisition of additional real property for the Company or any Consolidated Subsidiary. A sale and leaseback transaction shall not include any such arrangement for financing air, water or noise pollution control facilities or sewage or solid waste disposal facilities or involving industrial development bonds which are tax-exempt pursuant to Section 103 of the United States Internal Revenue Code, as amended (or which receive similar tax treatment under any subsequent amendments thereto or successor laws thereof).

SECTION 4.05. Compliance Certificates. The Company shall deliver to the Trustee on or before a date not more than 120 days after the end of each fiscal year of the Company ending after the date hereof, a certificate (which need not comply with Section 14.03 or 14.04) signed by the Company’s chief financial officer, principal executive officer, principal accounting officer, senior vice president of finance or treasurer stating whether or not the signers have knowledge of any Default or Event of Default. If the Officer of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default

or Event of Default and the nature and status thereof. The Company shall deliver to the Trustee, as soon as possible and in any event within five days after the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or default and the action which the Company proposes to take with respect thereto.

SECTION 4.06. Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 4.03 or Section 4.04 with respect to the Securities of any series if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Securities of such series shall either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition, except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

ARTICLE FIVE

SUCCESSOR CORPORATION

SECTION 5.01. When Company May Merge, Etc. So long as the Securities of any series shall have been issued and remain outstanding, the Company shall not consolidate with or merge into any other Person or sell, convey, transfer or lease or otherwise dispose of all or substantially all of its assets to any Person unless:

(a) either the Company shall be the continuing or surviving corporation or the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or otherwise, or which leases, all or substantially all of the assets of the Company shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the due and punctual payment of the principal of and interest on the Securities of each series and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; and

(b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.

SECTION 5.02. Successor Substituted. Upon any such consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, that the Company shall not be released from its obligation to pay the principal of or interest on the Securities of each series in the case of a lease of all or substantially all of its assets.

ARTICLE SIX

DEFAULT AND REMEDIES

SECTION 6.01. Events of Default. “Event of Default” with respect to the Securities of any series, wherever used herein, means any one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either inapplicable to a particular series or is specifically deleted or modified in or pursuant to the supplemental indenture or Board Resolution establishing such series of Securities or in the form of Security for such series, as contemplated by Section 3.01:

(a) default in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

(b) default in the payment of all or any part of the principal of (or premium, if any, on) any of the Securities of such series as and when the same shall become due and payable either at Stated Maturity, upon any redemption, by declaration or otherwise; or

(c) default in the performance, or breach, of any covenant or warranty of the Company contained in the Securities of such series or in this Indenture (other than a covenant or warranty a default in the performance or breach of which is elsewhere in this Section 6.01 specifically dealt with or which has been expressly included in this Indenture solely for the benefit of a series of Securities other than such series), and continuance of such default or breach for a period of 90 days after the date on which written notice specifying such default or breach and requiring the Company to remedy the same and stating that such notice is a “Notice of Default” hereunder shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities of such series; or

(d) the failure by the Company to make any payment, on or before the end of the applicable grace period, after the maturity of any Indebtedness of the Company (including guaranteed Indebtedness but excluding any Indebtedness that is subordinated in right of payment to the Securities of such series) with an aggregate principal amount then outstanding in excess of $250 million or the acceleration of Indebtedness of the Company (including guaranteed Indebtedness but excluding any Indebtedness that is subordinated in right of payment to the Securities of such series) with an aggregate principal amount then outstanding in excess of $250 million as a result of a default with respect to such Indebtedness, and such Indebtedness, in either case, is not discharged or such acceleration shall not have been cured, waived, rescinded or annulled within a period of 30 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities of such series, a written notice specifying such failure to pay or acceleration and requiring the Company to cause such

acceleration to be cured, waived, rescinded or annulled or to cause such Indebtedness to be discharged and stating that such notice is a “Notice of Default” hereunder; or

(e) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or for all or any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or

(f) the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency reorganization or other similar law, or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any such law, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or for all or any substantial part of its property, or the making by it of a general assignment for the benefit of creditors; or

(g) any other Event of Default provided with respect to the Securities of such series.

SECTION 6.02. Acceleration. If an Event of Default occurs and is continuing under this Indenture with respect to the Securities of any series, then in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee for the Securities of such series or the Holders of at least 25% in principal amount of the Securities of such series then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the entire principal of (or, if the Securities of such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of such series) and accrued and unpaid interest on all of the Securities of such series to be immediately due and payable, any provision of this Indenture or the Securities of such series to the contrary notwithstanding. Upon a declaration of acceleration, such principal and accrued and unpaid interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (c) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (c) shall be remedied or cured by the Company or waived by the Holders within 60 days after the declaration of acceleration with respect thereto.

At any time after such declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee for the Securities of such series, the Holders of at least a majority in principal amount of the outstanding Securities of the affected

series by written notice to the Company and to the Trustee, may waive all past Defaults and rescind and annul a declaration of acceleration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Securities of such series, and (iii) the principal of any and all of the Securities of such series that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Securities, (b) all existing Events of Default, other than the non-payment of the principal of and accrued and unpaid interest on the Securities of such series that have become due solely by such declaration of acceleration, have been cured or waived and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing with respect to the Securities of any series, the Trustee for the Securities of such series may, and at the direction of the Holders of at least a majority in principal amount of the outstanding Securities of such series shall, pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or interest on the Securities of such series or to enforce the performance of any provision of the Securities of such series or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities of the affected series or does not produce any of them in the proceeding.

SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.08 and 9.02, the Holders of at least a majority in principal amount of the outstanding Securities of any series may waive any past or existing Default or Event of Default with respect to the Securities of such series and its consequences, except an uncured Default in the payment of principal of or interest on any Security of such series as specified in clause (a) or (b) of Section 6.01 or in respect of a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Security affected. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

SECTION 6.05. Control by Majority. The Holders of at least a majority in principal amount of the outstanding Securities of each series affected may direct the time, method and place of conducting any proceeding for any remedy available to, or exercising any trust or power

conferred on, the Trustee for the Securities of such series; provided, that the Trustee may refuse to follow any direction if the Trustee, being advised by counsel, determines that the actions or proceedings so directed may not lawfully be taken or if the Trustee in good faith by its board of directors or executive committee or a trust committee of directors or trustees and/or Responsible Officers shall determine that the actions or proceedings so directed would involve the Trustee in personal liability; and provided, further, that the Trustee may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Securities.

SECTION 6.06. Payment of Securities on Default. The Company covenants that if an Event of Default in payment of principal or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing with respect to the Securities of any series, then upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders, the whole amount of principal and accrued interest that then shall have become due and payable on all of the Securities of such series, together with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest, if any, at the same rate as the rate of interest specified in the Securities of such series; and, in addition thereto, such further amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Trustee, except as a result of its negligence or bad faith.

SECTION 6.07. Limitation on Suits. A Holder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities of any series, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(i) the Holder has previously given the Trustee for the Securities of such series written notice of a continuing Event of Default with respect to the Securities of such series;

(ii) the Holders of at least 25% in principal amount of the outstanding Securities of such series shall have made a written request to the Trustee for the Securities of such series to pursue such remedy;

(iii) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

(iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(v) during such 60-day period, the Holders of a majority in principal amount of the outstanding Securities of such series do not give the Trustee a direction that is inconsistent with the request.

For purposes of Section 6.05 and this Section 6.07, the Trustee shall comply with TIA Section 316(a) in making any determination of whether the Holders of the required principal amount of outstanding Securities of any series have concurred in any request or direction of the Trustee to pursue any remedy available to the Trustee or the Holders with respect to this Indenture or the Securities or otherwise under the law.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder.

SECTION 6.08. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Security of any series to receive payment of the principal of or interest on such Security or to bring suit for the enforcement of any such payment, on or after the due date expressed in such Security, shall not be impaired or affected without the consent of such Holder.

SECTION 6.09. Collection Suit by Trustee. If an Event of Default in payment of principal or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing with respect to the Securities of any series, the Trustee for the Securities of such series may recover judgment in its own name and as trustee of an express trust against the Company or any other obligor of the Securities of such series for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, except as a result of its negligence or bad faith.

SECTION 6.10. Trustee May File Proofs of Claim. The Trustee for the Securities of any series may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.08) and the Holders of Securities of such series allowed in any judicial proceedings relative to the Company (or any other obligor of the Securities of such series), its creditors or its property and shall be entitled and empowered to collect and receive any monies, securities or other property payable or deliverable upon conversion or exchange of the Securities of such series or upon any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.08. Nothing herein contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder of Securities of any series, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of such series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.11. Priorities. If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order:

First: To the payment of all reasonable costs and expenses applicable to such collection, reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith;

Second: To Holders for amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the benefit of which such money has been collected, with interest upon the overdue installments of interest, to the extent lawful, at the same rate as the rate of interest on the Securities of such series, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities of such series for principal and interest, respectively; and

Third: To the Company or as a court of competent jurisdiction shall direct in a final, non-appealable order.

The Trustee, upon prior written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.11.

SECTION 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for the Securities of any series for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee for the Securities of any series, a suit by a Holder pursuant to Section 6.08, or a suit by Holders of more than 10% in principal amount of the outstanding Securities of any series.

SECTION 6.13. Restoration of Rights and Remedies. If the Trustee for the Securities of any series or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company, each of the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, each of the Guarantors, the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 6.14. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee for the Securities of any series or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.15. Delay or Omission Not Waiver. No delay or omission of the Trustee for the Securities of any series or of any Holder of Securities of any series to exercise any right or remedy accruing upon any Event of Default occurring and continuing with respect to the Securities of such series shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Six or by law to the Trustee for the Securities of any series or to the Holders of Securities of any series

may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE SEVEN

TRUSTEE

SECTION 7.01. General. The duties and responsibilities of the Trustee shall be as provided by the TIA and as set forth herein. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article Seven.

SECTION 7.02. Certain Rights of Trustee. Subject to TIA Sections 315(a) through (d):

(i) the Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person;

(ii) before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, which shall conform to Section 14.04. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;

(iii) the Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder;

(iv) the Trustee for the Securities of any series shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of such series, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

(v) the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers, provided, that the Trustee’s conduct does not constitute negligence or bad faith;

(vi) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed)

may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate;

(vii) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;

(viii) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance thereon;

(ix) the Trustee for the Securities of any series shall not be deemed to have notice of any Default or Event of Default with respect to the Securities of such series unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities of such series and this Indenture;

(x) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder;

(xi) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded; and

(xii) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 7.03. Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to TIA Sections 310(b) and 311.

SECTION 7.04. Trustee’s Disclaimer. The Trustee (i) makes no representation as to the validity or adequacy of this Indenture or the Securities, (ii) shall not be accountable for the Company’s use or application of the proceeds from the Securities and (iii) shall not be responsible for any statement in any Security other than its certificate of authentication.

SECTION 7.05. Notice of Default. If any Default or any Event of Default occurs and is continuing with respect to the Securities of any series and if such Default or Event of Default is known to a Responsible Officer of the Trustee for the Securities of such series, the Trustee shall mail to each Holder in the manner and to the extent provided in TIA Section 313(c) notice of the Default or Event of Default within 90 days after it occurs, unless such Default or Event of Default has been cured; provided, however, that, except in the case of a default in the payment of the principal of or interest on any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of the Securities of such series.

SECTION 7.06. Reports by the Company to the Trustee. The Company shall provide to the Trustee such documents, reports and information as are required by TIA Section 314, if any, in the form, in the manner and at the times required by TIA Section 314. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SECTION 7.07. Reports by Trustee to Holders. Within 60 days after each May 15, beginning with the May 15 following the date of the issuance of Securities of any series under this Indenture, the Trustee shall mail to each Holder as provided in TIA Section 313(c) a brief report, if and as required by TIA Section 313(a), dated as of such May 15.

A copy of each report at the time of its mailing to the Holders of Securities shall be mailed to the Company and filed with the Commission and each stock exchange on which the Securities of any series are listed in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee when the Securities of any series are listed on any stock exchange or of any delisting thereof.

SECTION 7.08. Compensation and Indemnity. The Company shall pay to the Trustee for the Securities of each series such compensation as shall be agreed upon in writing for its services hereunder. The compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee for the Securities of each series upon request for all reasonable disbursements, expenses and advances incurred or made by the Trustee without negligence or bad faith on its part. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.

The Company shall indemnify the Trustee for the Securities of each series and any predecessor trustee for, and hold it harmless against, any and all loss, claim, damage or liability

or expense incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Indenture and its duties under this Indenture and the Securities of such series, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under this Indenture and the Securities of such series. The Trustee shall notify the Company promptly of any claim of which a Responsible Officer receives written notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. Unless otherwise set forth herein, the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

To secure the Company’s payment obligations in this Section 7.08, the Trustee for the Securities of each series shall have a lien prior to the Securities of such series on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of and interest on particular Securities.

If the Trustee for the Securities of any series incurs expenses or renders services after the occurrence of an Event of Default specified in clause (e) or (f) of Section 6.01, the expenses and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any applicable federal or state law for the relief of debtors.

The provisions of this Section 7.08 shall survive the termination of this Indenture and the resignation and removal of the Trustee.

The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

SECTION 7.09. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.09.

The Trustee for the Securities of any series may resign at any time by so notifying the Company in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Securities of any series may at any time remove the Trustee for the Securities of such series by so notifying the Trustee and may appoint a successor Trustee. The Company may remove the Trustee for the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

If the Trustee for the Securities of any series resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal

amount of the outstanding Securities of such series may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided in Section 7.08, (i) the retiring Trustee shall upon payment of its charges transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of the affected series. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article Seven.

If the Trustee for the Securities of any series is no longer eligible under Section 7.11 or shall fail to comply with TIA Section 310(b), any Holder of Securities of such series who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. If at any time the Trustee for the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 7.09, the Trustee shall resign immediately in the manner and with the effect provided in this Section 7.09.

The Company shall give notice of any resignation and any removal of the Trustee for the Securities of any series and each appointment of a successor Trustee to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Notwithstanding replacement of the Trustee pursuant to this Section 7.09, the Company’s obligation under Section 7.08 shall continue for the benefit of the retiring Trustee.

SECTION 7.10. Successor Trustee by Merger, Etc. If the Trustee for the Securities of any series consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act shall be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee herein, provided, that such corporation shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.11. Eligibility. This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1) and Section 310(a)(5). The Trustee shall have a combined capital and surplus of at least $50 million as set forth in its most recent published annual report of condition that is subject to the requirements of applicable federal or state supervising or examining authority. If at any time the Trustee for the Securities of any series

shall cease to be eligible in accordance with the provisions of this Section 7.11, the Trustee shall resign immediately in the manner and with the effect specified in this Article Seven.

SECTION 7.12. Money Held in Trust. The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article Eight.

ARTICLE EIGHT

SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01. Satisfaction and Discharge of Securities of Any Series; Discharge of Indenture.

(a) Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the outstanding Securities of any series and this Indenture with respect to the Securities of such series if:

(i) all outstanding Securities of such series previously authenticated and delivered (other than destroyed, lost or stolen Securities that have been replaced or Securities that are paid pursuant to Section 4.01 or Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or

(ii) (A) the Securities of such series mature within one year, (B) the Securities of such series are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, (C) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders of Securities of such series for that purpose, money or Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal and interest on the Securities of such series to maturity, and to pay all other sums payable by it hereunder, (D) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit, (E) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (F) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the outstanding Securities of such series and this Indenture with respect to the Securities of such series have been complied with.

With respect to the foregoing clause (i), the Company’s obligations under Section 7.08 shall survive. With respect to the foregoing clause (ii), the Company’s obligations in Sections 2.02, 2.03, 3.03, 3.07, 4.01, 4.02, 7.08, 7.09, 8.04, 8.05 and 8.06 shall survive until the Securities of such series are no longer outstanding. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.

(b) Upon compliance by the Company with the provisions of clause (a) of this Section 8.01 as to the satisfaction and discharge of each series of Securities issued hereunder, and if the Company has paid or caused to be paid all other sums payable under this Indenture, this Indenture shall cease to be of any further effect (except as otherwise provided herein). The Trustee upon request shall acknowledge in writing the satisfaction and discharge of this Indenture.

SECTION 8.02. Legal Defeasance. Except as otherwise provided for the Securities of any series, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series on the 91st day after the date of the deposit referred to in clause (a) of this Section 8.02, and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if:

(a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Securities of such series, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Securities of such series, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the outstanding Securities of such series on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to the payment of such principal and interest with respect to the Securities of such series;

(b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue

Service to the same effect unless there has been a change in applicable federal income tax law after the Original Issue Date of such Securities such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel;

(c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Sections 6.01(e) and 6.01(f) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and

(d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02 have been complied with.

Notwithstanding the foregoing, prior to the end of the 91-day period referred to in clause (c) of this Section 8.02, none of the Company’s obligations under this Indenture with respect to the Securities of such series shall be discharged. Subsequent to the end of such 91-day period with respect to this Section 8.02, the Company’s obligations in Sections 2.02, 2.03, 3.03, 3.07, 8.04, 8.05, 8.06 and the rights, powers, trusts, duties and immunities of the Trustee hereunder shall survive such satisfaction and discharge until the Securities of such series are no longer outstanding.

After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations in the immediately preceding paragraph.

SECTION 8.03. Defeasance of Certain Obligations. Except as otherwise provided for the Securities of any series, the Company may omit to comply with any term, provision or condition set forth in Sections 4.03, 4.04, 4.05 and 5.01 and clause (c) of Section 6.01 and a breach with respect to Sections 4.03, 4.04, 4.05 and 5.01, and clause (c) of Section 6.01 shall be deemed not to be an Event of Default, in each case with respect to the outstanding Securities of any series if:

(i) with reference to this Section 8.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Securities of such series, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Securities of such series, and dedicated solely to, the benefit of such Holders, in and to (A) money in an amount, (B) Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification

thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the outstanding Securities of such series on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to the payment of such principal and interest with respect to the Securities of such series;

(ii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(iii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Sections 6.01(e) and 6.01(f) are concerned, at any time during the period ending on the 91st day after such date of such deposit;

(iv) if the Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and

(v) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.

SECTION 8.04. Application of Trust Money. Subject to Section 8.06, the Trustee or Paying Agent shall hold in trust money or Government Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the case may be, and shall apply the deposited money and the money from Government Obligations in accordance with the Securities of the applicable series and this Indenture to the payment of principal of and interest on the Securities of such series; but such money need not be segregated from other funds except to the extent required by law.

SECTION 8.05. Repayment to Company. Subject to Sections 7.08, 8.01, 8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to the Company upon request set forth in an Officers’ Certificate any excess money held by them at any time and thereupon shall be relieved from all liability with respect to such money. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them with respect to the Securities of any series for the payment of principal or interest that remains unclaimed for two years; provided, that the Trustee or Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in The City of New York or mail to each Holder of Securities of such series entitled to such money at such Holder’s address (as set forth in the Security Register) notice that such money remains unclaimed and that

after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders of Securities of such series entitled to such money must look to the Company or the Guarantors, as the case may be, for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or Government Obligations in accordance with Section 8.01, 8.02 or 8.03, as the case may be, by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities of the applicable series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01, 8.02 or 8.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Obligations in accordance with Section 8.01, 8.02 or 8.03, as the case may be; provided, that, if the Company has made any payment of principal of or interest on any Securities of such series because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government Obligations held by the Trustee or Paying Agent.

ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders. The Company, when authorized by a resolution of its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), each of the Guarantors and the Trustee may amend or supplement this Indenture or the Securities without notice to or the consent of any Holder:

(i) to cure any ambiguity, defect or inconsistency in this Indenture;

(ii) to comply with Article Five;

(iii) to comply with any requirements of the Commission in connection with any qualification of this Indenture under the TIA;

(iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee;

(v) to provide for uncertificated Securities in addition to or in place of certificated Securities;

(vi) to add to the covenants of the Company for the protection of the Holders of Securities of any series, to add any additional Events of Default with respect to the Securities of any series, or to surrender any right or power conferred upon the Company;

(vii) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;

(viii) to allow any Guarantor to execute a supplemental indenture in respect of a Subsidiary Guarantee;

(ix) to establish the terms of Securities of any series as permitted by Section 3.01; or

(x) to make any change that, in the good faith opinion of the Board of Directors of the Company, as evidenced by a Board Resolution, does not materially and adversely affect the rights of any Holder.

SECTION 9.02. With Consent of Holders. Subject to Sections 6.04 and 6.08 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), each of the Guarantors and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the Securities of each affected series then outstanding (voting as one class), and the Holders of a majority in principal amount of the Securities of each affected series then outstanding (voting as one class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series.

Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:

(i) extend the Stated Maturity of the principal of, or any installment of principal or interest on, any Security;

(ii) reduce the principal amount of or rate of interest on any Security, or any amount payable upon redemption thereof, except as provided in this Indenture or the Securities of the applicable series;

(iii) reduce the amount of the principal of an Original Issue Discount Security that would be payable upon an acceleration of the maturity thereof pursuant to Section 6.02;

(iv) change any place or currency of payment of principal of or interest on any Security;

(v) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity on any Security;

(vi) reduce the percentage or principal amount of outstanding Securities of any series the consent of whose Holders is necessary to modify or amend this Indenture or to waive compliance with certain provisions of or certain Defaults under this Indenture;

(vii) waive an uncured default in the payment of principal of or interest on any Security; or

(viii) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

SECTION 9.03. Action by Holders; Record Dates. Whenever in this Indenture it is provided that the Holders of a specified principal amount of the outstanding Securities of any series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the Holders of such specified amount have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Holders in person or by agent or proxy appointed in writing, or (b) the record of the Holders voting in favor thereof at any meeting of the Holders duly called and held in accordance with the provisions of Article Ten, or (c) any combination of such instrument or instruments and any such record of such a meeting of the Holders.

Subject to the provisions of Sections 7.02 and 10.05, proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if the ownership of the Securities shall be proved by (a) the Security Register or by a certificate of the Registrar; or (b) in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in any other manner which the Trustee may deem sufficient.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the first paragraph of this Section 9.03, those Persons who were Holders at such record date (or their duly designated proxies) and only those Persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

After an amendment, supplement or waiver becomes effective, it shall bind every Holder of Securities of the affected series unless it is of the type described in the second paragraph of Section 9.02. In case of an amendment or waiver of the type described in the second paragraph of Section 9.02, the amendment or waiver shall bind each Holder who has consented to it and every subsequent Holder of a Security that evidences the same indebtedness as the Security of the consenting Holder.

SECTION 9.04. Revocation and Effect of Consent. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the Security of the consenting Holder, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to its Security or portion of its Security. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Securities of the affected series.

SECTION 9.05. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security of any series, the Trustee may require the Holder to deliver such Security to the Trustee. At the Company’s expense, the Trustee may place an appropriate notation on such Security about the changed terms and return it to the Holder, and the Trustee may place an appropriate notation on any Security of such series thereafter authenticated. Alternatively, if the Company or the Trustee so determines, the Company in exchange for such Security shall issue and the Trustee shall authenticate a new Security of such series that reflects the changed terms. Failure to make the appropriate notation, or issue a new Security, shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. Trustee to Sign Amendments, Etc. The Trustee shall be provided with, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and that it will be valid and binding upon the Company. Subject to the preceding sentence, the Trustee shall sign such amendment, supplement or waiver if the same does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.07. Effect of Supplemental Indenture. Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the TIA as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be deemed modified and amended in accordance therewith, and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company, the Guarantors and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all of the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

ARTICLE TEN

MEETINGS OF HOLDERS

SECTION 10.01. Purposes of Meetings. A meeting of the Holders of Securities of any series may be called at any time and from time to time pursuant to the provisions of this Article Ten for any of the following purposes:

(i) to give any notice to the Company or to the Trustee for the Securities of such series, or to give any directions to the Trustee for the Securities of such series, or to waive any Default or Event of Default with respect to the Securities of such series hereunder and its consequences, or to take any other action authorized to be taken by the Holders of Securities of such series pursuant to any of the provisions of Article Six;

(ii) to remove the Trustee for the Securities of such series and appoint a successor trustee pursuant to the provisions of Article Seven;

(iii) to consent to any amendment, supplement or waiver pursuant to the provisions of Section 9.02; or

(iv) to take any other action authorized to be taken by or on behalf of the Holders of any specified principal amount of the outstanding Securities of such series under any other provision of this Indenture or under applicable law.

SECTION 10.02. Call of Meetings by Trustee. The Trustee for the Securities of any series may at any time call a meeting of the Holders of Securities of such series to take any action specified in Section 10.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine. Notice of every meeting of the Holders of Securities of any series, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given (a) to all Holders of Securities of such series then outstanding, by publication at least twice in an Authorized Newspaper in the Borough of Manhattan, The City of New York prior to the date fixed for the meeting, the first publication, in each case, to be not less than 20 nor more than 180 days prior to the date fixed for the meeting and the last publication to be not more than five days prior to the date fixed for the meeting and (b) to all Holders of Securities of such series then outstanding who have filed their names and addresses with the Trustee, by mailing such notice to such Holders at such addresses, not less than 20 nor more than 180 days prior to the date fixed for the meeting. Failure of any Holder or Holders to receive such notice or any defect therein shall in no case affect the validity of any action taken at such meeting. Any meeting of the Holders of Securities of any series shall be valid without notice if the Holders of all Securities of such series then outstanding, the Company and the Trustee are present in person or by proxy or shall have waived notice thereof before or after the meeting.

SECTION 10.03. Call of Meetings by Company or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Securities of all or any series then outstanding, as the case may be, shall have requested the Trustee to call a meeting of the Holders to take any action authorized in Section 10.01, by

written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Trustee shall not have mailed or published as provided in Section 10.02, the notice of such meeting within 30 days after receipt of such request, then the Company or the Holders of Securities of such series in the amount above specified may determine the time and the place in said Borough of Manhattan for such meeting and may call such meeting to take any action authorized in Section 10.01, by mailing or publishing notice thereof as provided in Section 10.02.

SECTION 10.04. Qualification for Voting. To be entitled to vote at any meeting of the Holders a Person shall be a Holder of one or more Securities of the series with respect to which such meeting is being held or a Person appointed by an instrument in writing as proxy by such Holder. The only Persons who shall be entitled to be present or to speak at any meeting of the Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 10.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee for the Securities of any series may make such reasonable regulations as it may deem advisable for any meeting of the Holders of Securities of such series, in regard to proof of the holding of Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as the Trustee shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by the Holders of Securities of such series as provided in Section 10.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote.

Subject to the provisions of Section 9.03, at any meeting of the Holders, each Holder or proxy shall be entitled to one vote for each 1,000 (in the currency or currency unit in which such Securities are denominated) principal amount at maturity of outstanding Securities held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not outstanding and ruled by the chairman of the meeting not to be outstanding. The chairman of the meeting shall have no right to vote except as a Holder or proxy. Any meeting of the Holders duly called pursuant to the provisions of Section 10.02 or 10.03 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

SECTION 10.06. Voting. The vote upon any resolution submitted to any meeting of the Holders shall be by written ballot on which shall be subscribed the signatures of the Holders or proxies and on which shall be inscribed the identifying number or numbers or to which shall be attached a list of identifying numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all

votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of the Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 10.02. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee for the Securities of the series with respect to which such meeting is being held to be preserved by the Trustee, the latter to have attached hereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 11.01. Applicability of Article. The provisions of this Article Eleven shall be applicable to the Securities of any series that are redeemable before their Stated Maturity, except as otherwise specified as contemplated by Section 3.01 for the Securities of such series.

SECTION 11.02. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by, or pursuant to, a Board Resolution. In case of any redemption at the election of the Company of less than all of the Securities of any series, the Company shall, at least 45 days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such redemption date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

SECTION 11.03. Selection by Trustee of Securities to be Redeemed. If fewer than all of the Securities of any series are to be redeemed, the Trustee shall select, not more than 75 days prior to the redemption date and in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of such series or portions thereof (equal to the minimum authorized denomination for Securities of such series or any integral multiple thereof, except as otherwise provided with respect to the Securities of such series) to be redeemed. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

SECTION 11.04. Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to each Holder of Securities to be redeemed, at such Holder’s address appearing in the Security Register. The notice provided in the manner herein specified shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Security

of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.

Each such notice of redemption shall specify:

(i) the redemption date;

(ii) the redemption price;

(iii) if less than all of the outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed;

(iv) that on the redemption date the redemption price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date;

(v) the place or places where such Securities are to be surrendered for payment of the redemption price;

(vi) that the redemption is for a sinking fund, if such is the case; and

(vii) the CUSIP number, if any, of the Securities to be redeemed.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

SECTION 11.05. Deposit of Redemption Price. On or prior to any redemption date, the Company shall deposit with the Trustee or with one or more Paying Agents an amount of money in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified as contemplated by Section 3.01 for the Securities of such series) sufficient to redeem on such redemption date all of the Securities or portions thereof so called for redemption at the applicable redemption price, together with accrued interest to such redemption date. If the Company is acting as its own Paying Agent, it will segregate such amount and hold it in trust as provided in the last sentence of Section 3.05.

SECTION 11.06. Securities Payable on Redemption Date. If notice of redemption has been given as above provided, the Securities or portions of Securities of the series specified in such notice shall become due and payable on the redemption date and at the place or places stated in such notice at the applicable redemption price, together with any interest accrued to such redemption date, and on and after said redemption date (unless the Company shall default in the payment of such Securities at the applicable redemption price, together with any interest accrued to said redemption date), any interest on the Securities or portions of Securities of any series so called for redemption shall cease to accrue. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the applicable redemption price, together with any interest accrued thereon to the applicable redemption date, in the currency or currency unit in which the Securities of such series are

payable (except as otherwise specified as contemplated by Section 3.01 for the Securities of such series); provided, however, that installments of interest whose Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such Securities, or one or more predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms.

If any Security surrendered for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate prescribed therefor in such Security.

SECTION 11.07. Securities Redeemed in Part. Upon surrender of any Security which is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities of such series of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Securities so surrendered.

ARTICLE TWELVE

SINKING FUND

SECTION 12.01. Applicability of Article. The provisions of this Article Twelve shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 3.01 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is hereinafter referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

SECTION 12.02. Satisfaction of Sinking Fund Payments With Securities. The Company may (1) deliver Securities of a series (other than any Securities previously called for redemption) and (2) apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such Securities; provided, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 12.03. Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund

payment for such series pursuant to the terms of such series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified as contemplated by Section 3.01 for the Securities of such series) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of such series pursuant to Section 12.02 and will deliver to the Trustee any Securities to be so delivered (which have not been previously delivered). Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed on such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.

ARTICLE THIRTEEN

SUBSIDIARY GUARANTEES

SECTION 13.01. Guarantee. Subject to this Article Thirteen, each of the Guarantors hereby agrees, jointly and severally, to unconditionally guarantee to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and interest, if any, on, the Securities will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption, purchase or otherwise, and (b) all other obligations of the Company to the Holders or the Trustee under the Indenture and the Securities will be fully and punctually performed within the grace period set forth in Section 6.01(c), if applicable. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities and this Indenture.

If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Securities in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

SECTION 13.02. Limitation on Guarantor Liability. Each Guarantor and, by its acceptance of Securities, each Holder hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any federal or state bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited so that, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Thirteen, will not result in the obligations of such Guarantor under its Subsidiary Guarantee constituting a fraudulent transfer or conveyance.

SECTION 13.03. Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 13.01, each Guarantor hereby agrees that the Securities shall bear a notation substantially in the form annexed hereto as Exhibit B stating that such Securities are guaranteed by the Guarantors in accordance with this Article Thirteen and may be released upon the terms and conditions set forth in this Indenture.

Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee.

If an Officer of a Guarantor whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Security on which a Subsidiary Guarantee is endorsed, such Subsidiary Guarantee shall be valid nevertheless.

The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees set forth in this Indenture on behalf of the Guarantors.

In the event that a Subsidiary of the Company (other than a Guarantor) becomes a guarantor under the Senior Credit Agreement subsequent to the date of this Indenture, the

Company shall cause such Subsidiary to become a Guarantor and to execute a supplemental indenture to this Indenture and Subsidiary Guarantee within 10 Business Days of the date when such event occurs.

SECTION 13.04. Guarantors May Consolidate, etc. on Certain Terms. Except as otherwise provided in Section 13.05, no Guarantor may consolidate with or merge with or into (unless such Guarantor is the surviving Person) another Person unless:

(a) subject to Section 13.05, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all of the obligations of such Guarantor under the Securities and this Indenture, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, on the terms set forth herein or therein; and

(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

In case of any such consolidation or merger, and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor and such predecessor Guarantor shall be discharged from its obligations under the Securities and this Indenture.

Except as set forth in Articles Four and Five, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

SECTION 13.05. Release. To the extent that a Guarantor is released as a guarantor under the Senior Credit Agreement or the Senior Credit Agreement is refinanced without such Guarantor being a guarantor under the new credit facility, or in the event the Senior Credit Agreement is otherwise terminated, then such Guarantor (in the event of a termination of the Senior Credit Agreement, all Guarantors) will be released and relieved of any obligations under its Subsidiary Guarantee to the same extent that such Guarantor was released and relieved of any obligations under the Senior Credit Agreement. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such release has occurred in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of the principal of, and interest, if any, on, the Securities and for the other obligations of any Guarantor under this Indenture as provided in this Article Thirteen.

ARTICLE FOURTEEN

MISCELLANEOUS

SECTION 14.01. Trust Indenture Act of 1939. This Indenture shall be subject to the provisions of the TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 14.02. Notices. Any notice or communication shall be sufficiently given if in writing and delivered in person, mailed by first-class mail or sent by telecopier transmission addressed as follows:

if to the Company and/or any Guarantor:

Dean Foods Company
2515 McKinney Avenue
Suite 1200
Dallas, Texas 75201
Telephone: (214) 303-3400
Fax: (214) 303-3499
Attention: Treasurer

if to the Trustee:

600 North Pearl Street, Suite 420
Dallas, Texas 75201
Fax: (214) 880-8241
Attention: Corporate Trust Administration

The Company, any Guarantor or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to it at its address as it appears on the Security Register by first-class mail and shall be sufficiently given to such Holder if so mailed within the time prescribed. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Copies of any such communication or notice to a Holder shall also be mailed to the Trustee and each Agent at the same time.

Failure to mail a notice or communication to a Holder as provided herein or any defect in any such notice or communication shall not affect its sufficiency with respect to other Holders. Except for a notice to the Trustee, which is deemed given only when received, and except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section 14.02, it is duly given, whether or not the addressee receives it.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

SECTION 14.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(i) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(ii) an Opinion of Counsel stating that, in the opinion of such Counsel, all such conditions precedent, if any, have been complied with.

SECTION 14.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i) a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based;

(iii) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

SECTION 14.05. Rules by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.

SECTION 14.06. Payment Date Other Than a Business Day. If any Interest Payment Date or the Maturity Date shall not be a Business Day, then payment of principal of or interest on the Securities of any series will be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date to the date of such payment on the next succeeding Business Day.

SECTION 14.07. Governing Law. This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York. The Trustee, the Company, the Guarantors and the Holders agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Indenture or the Securities.

SECTION 14.08. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 14.09. No Recourse Against Others. No recourse for the payment of the principal of, or interest on, any of the Securities, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company or any Guarantor contained in this Indenture or in any of the Securities, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator or against any past, present or future partner, stockholder, other equityholder, officer, director, employee or controlling Person, as such, of the Company or any Guarantor or of any successor Person, either directly or through the Company or any Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.

SECTION 14.10. Successors. All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successor. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 13.05.

SECTION 14.11. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 14.12. Separability. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 14.13. Table of Contents, Headings, Etc. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

SECTION 14.14. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

SECTION 14.15. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.


		DEAN FOODS COMPANY

		By:

				Name:
				Title:

		[GUARANTORS]

		By:

				Name:
				Title:

		THE BANK OF NEW YORK TRUST COMPANY, N.A.

		By:

				Name:
				Title:

EXHIBIT A

FORM OF SECURITY

[Each Global Security shall also bear the following legend:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[If the Security is an Original Issue Discount Security, insert the following:

FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“THE CODE”), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273(A)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-1(A)) WITH RESPECT TO THIS SECURITY IS ___, THE ISSUE DATE (AS DEFINED IN SECTION 1275(A)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2(A)(2)) OF THIS SECURITY IS ___, THE ISSUE PRICE (AS DEFINED IN SECTION 1273(B) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2(A)) OF THIS SECURITY IS ___, AND THE YIELD TO MATURITY (AS DEFINED IN TREASURY REGULATION SECTION 1.1272-1(B)) OF THIS SECURITY IS ___.]

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[FACE OF SECURITY]

DEAN FOODS COMPANY

[Title of Security]

[CUSIP] [Common Code] [ISIN] [__________]


No. ___				Principal Amount $___

Dean Foods Company, a Delaware corporation (the “Company,” which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to , or its registered assigns, the principal sum of [dollars] ([$] ) on , ___[If the Security is to bear interest prior to maturity, insert—, and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on ___and ___in each year, commencing , ___at the rate of ___% per annum, until the principal hereof is paid or made available for payment [If applicable insert—, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ___% per annum on any overdue principal and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Holder in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.].

[If the Security is not to bear interest prior to maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and, in such case, the overdue principal of this Security shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]

The Company will pay principal [and, as provided above, interest] in money of the [United States] that at the time of payment is legal tender for payment of public and private debts. However, the Company may pay principal and interest by its check payable in such money. It may mail an interest check to a Holder’s registered address (as reflected in the Security Register). If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on such

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payment for the period from and after the Interest Payment Date or Maturity Date to the date of such payment on the next succeeding Business Day.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Additional provisions of this Security are set forth on the other side of this Security.

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IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile by its duly authorized officers.


		DEAN FOODS COMPANY

		By:

				Name:
				Title:

		By:

				Name:
				Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities described in the within-mentioned Indenture.

Date: ________, ____


		The Bank of New York Trust Company, N.A., as Trustee

		By:

				Authorized Signatory

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[REVERSE SIDE OF SECURITY]

DEAN FOODS COMPANY

[Title of Security]

1. Indenture.

This Security is one of a duly authorized issue of debentures, notes or other evidence of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, which series is initially limited in aggregate principal amount to [$] , all of such Securities issued and to be issued under an Indenture dated as of , 2005 (the “Indenture”) among the Company, the guarantors party thereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Securities are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control.

As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of a series of Securities designated pursuant thereto as .

The Securities are general unsecured obligations of the Company.

The Company may, subject to Article Four of the Indenture and applicable law, issue additional Securities of any series under the Indenture.

2. Paying Agent, Calculation Agent and Registrar.

Initially, the Trustee will act as authenticating agent, Paying Agent and Registrar. The Company may change any authenticating agent, Paying Agent or Registrar without notice. The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar.

3. Redemption.

[The Securities of this series are not redeemable prior to the Maturity Date.] [The Securities of this series may be redeemed at any time [on or after ___, ___], as a whole or in part, at the option of the Company, upon mailing notice of such redemption not less than 30 and not more than 60 days to the Holders thereof, at a redemption price equal to .]

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4. Guarantees.

The Guarantors have unconditionally guaranteed the due and punctual payment of the principal, and interest, if any, on, the Securities of this series when and as the same shall become due and payable, whether at Stated Maturity, upon any redemption, by declaration or otherwise in the manner and to the extent set forth in the Indenture. The Subsidiary Guarantees will irrevocably terminate upon the terms and conditions set forth in the Indenture.

5. Denominations; Transfer; Exchange.

The Securities of this series are in registered form without coupons in denominations of [$1,000] of principal amount and multiples of [$1,000] in excess thereof. A Holder may register the transfer or exchange of Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

6. Persons Deemed Owners.

A Holder shall be treated as the owner of a Security for all purposes.

7. Unclaimed Money.

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company at its request. After that, Holders entitled to the money must look to the Company for payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. In no event will interest accrue on such unclaimed monies.

8. Discharge Prior to Maturity.

In accordance with the terms of the Indenture, if the Company deposits with the Trustee money or Government Obligations sufficient to pay the then outstanding principal of and accrued and unpaid interest on the Securities of this series (a) the Company will be discharged from the Securities of this series and the Indenture with respect to the Securities of this series, except in certain circumstances for certain provisions thereof, and (b) the Company will be discharged from certain covenants set forth in the Indenture.

9. Amendment; Supplement; Waiver.

Subject to certain exceptions, (a) the Indenture or the Securities of this series may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Securities of this series then outstanding and (b) any past or existing Default or Event of Default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Securities of this series then outstanding. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Securities of this series to, among other things, cure any ambiguity, defect or

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inconsistency and make any change that does not materially and adversely affect the rights of any Holder.

10. Restrictive Covenants.

The Indenture imposes certain limitations on the ability of the Company, among other things, to (a) create liens upon any principal property, (b) engage in sale and leaseback transactions or (c) merge, consolidate, transfer, lease or otherwise dispose of substantially all of its assets. On or before a date not more than 120 days after the end of each fiscal year, the Company shall deliver to the Trustee an Officers’ Certificate stating whether or not the signers thereof know of any Default or Event of Default under such restrictive covenants.

11. Successor Persons.

When a successor Person or other entity assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor Person will be released from those obligations.

12. Defaults and Remedies.

[If the Security is not an Original Issue Discount Security, — If any Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security, — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.]

13. Defeasance.

The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this security and (b) certain restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security

14. Trustee Dealings with the Company.

The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company, any Guarantor or their respective Affiliates and may otherwise deal with the Company, any Guarantor or their respective Affiliates as if it were not the Trustee.

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15. No Recourse Against Others.

No incorporator or any past, present or future partner, stockholder, other equity holder, officer, director, employee or controlling Person, as such, of the Company or any Guarantor or of any successor Person shall have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities.

16. Authentication.

This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on the other side of this Security.

17. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN NET (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUTS (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

18. Governing Law.

This Security shall be governed by, and construed in accordance with, the laws of the State of New York. The Trustee, the Company, each of the Guarantors and the Holders agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Securities.

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. Requests may be made to Dean Foods Company, 2515 McKinney Avenue, Suite 1200, Dallas, Texas 75201; Attention: Treasurer.

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ASSIGNMENT FORM


I or we assign and transfer this Security to:


Insert social security or other identifying number of assignee



Print or type name, address and zip code of assignee





and irrevocably appoint , as agent, to transfer this Security on the books of the Company.

The agent may substitute another to act for him.


Date:


	Signed

		(Sign exactly as name appears on the other side of this Security)

Signature Guarantee*:

* The Holder’s signature must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” as defined by Rule l7Ad-15 under the Exchange Act.

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EXHIBIT B

Form of Notation of Subsidiary Guarantee

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of ___, 2005 (the “Indenture”) by and among the Company, the Guarantors listed on Schedule I thereto and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, and interest, if any, on, the Securities when due, whether at Stated Maturity, by acceleration, redemption, purchase or otherwise, and (b) the full and punctual performance of all other obligations of the Company to the Holders or the Trustee under the Indenture and the Securities within the grace period set forth in Section 6.01(c) of the Indenture, if applicable. The obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article Thirteen of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee, including provisions relating to the release or termination of the Subsidiary Guarantee(s). Each Holder of Securities, by accepting the same, agrees to and shall be bound by such provisions.


		[GUARANTOR]

		By:

				Name:
				Title:


Dated:

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SCHEDULE I

SCHEDULE OF GUARANTORS

B-2

EX-5.1 3 d31173exv5w1.htm OPINION/CONSENT OF WILMER CUTLER PICKERING HALE AND DORR LLP exv5w1

Exhibit 5.1

[Letterhead of Wilmer Cutler Pickering Hale and Dorr LLP]

December 14, 2005

Dean Foods Company
2515 McKinney Avenue, Suite 1200
Dallas, Texas 75201

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about December 14, 2005 (the “Registration Statement”) for the registration of an unlimited amount of debt securities (“Debt Securities”) of Dean Foods Company, a Delaware corporation (the “Company”).

We are acting as counsel for the Company in connection with the Registration Statement relating to the offering from time to time, pursuant to Rule 415 under the Securities Act, of the Debt Securities. The Debt Securities will be offered pursuant to an indenture (the “Indenture”) to be entered into between the Company, the Guarantors (as defined below) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), a form of which is filed as an exhibit to the Registration Statement. The Debt Securities will be fully and unconditionally guaranteed (the “Guarantees”) by those subsidiaries of the Company (each individually a “Guarantor” and collectively the “Guarantors”), from time to time party to the Amended and Restated Credit Agreement, dated as of August 13, 2004, among the Company, the Guarantors, Wachovia Bank, National Association, JPMorgan Chase Bank, N.A., Harris Trust and Savings Bank, SunTrust Bank and the lenders party to the Credit Agreement, as amended, and as it may be amended or restated from time to time. The term “Securities” as used herein shall mean the Debt Securities and the related Guarantees.

We have examined and relied upon the Registration Statement and the form of Indenture included as an exhibit to the Registration Statement. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company, such other agreements and instruments, certificates of public officials, officers of the Company and other persons, and such other documents as we deem necessary for the opinions hereinafter expressed.

Dean Foods Company
December 14, 2005
Page 2

In our examination of the foregoing documents, we have assumed the completeness of all corporate records provided to us, the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such latter documents.

In rendering the opinions set forth below, we have assumed that (i) the issuance, sale, amount and terms of the Securities, to be offered from time to time, will be duly authorized and established by all requisite action, corporate or other, by the Company and the Guarantors; (ii) the Trustee has the power, corporate or other, to enter into and perform its obligations under the Indenture, (iii) the Indenture will be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us and will be a valid and binding obligation of the Trustee; and (iv) the Trustee shall have been qualified under the Trust Indenture Act of 1939, as amended. We have also assumed the due authentication of the Securities by the Trustee, that there will not have occurred, prior to the date of issuance of any Securities, any change in law affecting the validity or enforceability of such Securities and that at the time of the issuance and sale of any Securities, the Boards of Directors and Boards of Managers, as applicable, of the Company and the Guarantors (or any committee thereof acting pursuant to authority properly delegated to such committee by the Board of Directors or Board of Managers, as the case may be) have not taken any action to rescind or otherwise reduce its prior authorization of the issuance of the Securities.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

We have assumed for purposes of our opinions below that no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee has knowledge, has received notice or has reason to know) any other third party is required for the due execution, delivery or performance by the Company or the Guarantors of the Indenture or the Securities or, if any such authorization, approval, consent, action, notice or filing is required, it will have been duly obtained, taken, given or made and will be in full force and effect.

Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of materiality, good faith, reasonableness and fair dealing, and (iii) general equitable principles. Furthermore, we express no opinion as to the availability of any equitable or specific remedy upon any breach of the Indenture or the Securities, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defenses may be subject to the discretion of a court. We also express no opinion herein with respect to compliance by the Company with the securities or Blue Sky laws of any state or other jurisdiction of the United States or of any foreign jurisdiction. In addition, we express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction.

Dean Foods Company
December 14, 2005
Page 3

Based upon and subject to the foregoing, we are of the opinion that:

1. The Indenture, when duly executed and delivered by the Company and the Guarantors, as the case may be, will constitute the valid and binding agreement of the Company and the Guarantors, as the case may, enforceable against the Company and the Guarantors, as the case may be, in accordance with its terms.

2. When (i) the Indenture has been duly executed and delivered by the Company and the Guarantors, (ii) the final terms of the Debt Securities and the Guarantees and of their issuance and sale have been duly established in conformity with the Indenture; (iii) the final terms of the Debt Securities and Guarantees have been duly authorized and established by all requisite action, corporate or other, by the Company and the Guarantors; and (iv) such Debt Securities and Guarantees have been duly executed by the Company and the Guarantors, as the case may be, and duly authenticated by the Trustee in accordance with the terms of the Indenture, and delivered to the purchasers thereof against payment of the consideration therefor duly approved by the Company, subject to the final terms of the Debt Securities and Guarantees being in compliance with then applicable law, the Debt Securities and Guarantees will constitute valid and binding obligations of the Company and the Guarantors, as the case may be, enforceable against the Company and the Guarantors, as the case may be, in accordance with their terms.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

Dean Foods Company
December 14, 2005
Page 4

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.


Very truly yours, WILMER CUTLER PICKERING HALE AND DORR LLP
By:	/s/ Erika L. Robinson
	Erika L. Robinson, a Partner

EX-12.1 4 d31173exv12w1.htm STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES exv12w1

EXHIBIT 12.1

DEAN FOODS COMPANY

Computation of Ratio of Earnings to Fixed Charges for the Nine Months Ended September 30, 2005 and 2004 and for the Years Ended December 31, 2004, 2003, 2002, 2001 and 2000.


	Nine Months Ended
	September 30				Year Ended December 31
	2005		2004		2004		2003		2002		2001		2000
Income from continuing operations before income taxes	$	325,691	$	253,195	$	388,871	$	449,098	$	295,564	$	206,145	$	237,483
Fixed charges:
Interest expense		121,912		158,068		166,287		173,945		188,990		96,549		107,075
Portion of rentals (33%)		30,419		28,193		40,559		37,590		38,891		28,967		22,183
Capitalized interest		3,382		2,284		3,280		3,269		1,467		3,211		3,515

Total fixed charges		155,713		188,545		210,126		214,804		229,348		128,727		132,773

Income from continuing operations before income taxes and fixed charges less capitalized interest and equity in earnings of unconsolidated affiliates	$	478,022	$	439,212	$	595,717	$	660,389	$	531,344	$	355,281	$	355,288

Ratio of income to fixed charges		3.07		2.33		2.84		3.07		2.32		2.76		2.68

EX-23.1 5 d31173exv23w1.htm CONSENT OF DELOITTE & TOUCHE LLP exv23w1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 14, 2005 (December 7, 2005 for the Discontinued Operations caption in Note 2 and the Guarantor Information caption in Note 9), relating to the financial statements and financial statement schedule of Dean Foods Company and management’s report on the effectiveness of internal control over financial reporting, appearing in the Current Report on Form 8-K of Dean Foods Company filed on December 14, 2005 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Dallas, Texas
December 14, 2005

EX-25.1 6 d31173exv25w1.htm STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 exv25w1

Exhibit 25.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)


		95-3571558
(Jurisdiction of incorporation or organization		(I.R.S. employer
if not a U.S. national bank)		identification no.)

700 South Flower Street Suite 500 Los Angeles, California		90017
(Address of principal executive offices)		(Zip code)

The Bank of New York Trust Company, N.A.
600 North Pearl Street – Suite 420
Dallas, Texas 75201
866-691-3390
(Name, Address and Telephone Number of Agent for Service)

DEAN FOODS COMPANY

(Exact name of obligor as specified in its charter)


Delaware		75-2559681
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

2515 McKinney Avenue, Suite 1200 Dallas, Texas		75201
(Address of principal executive offices)		(Zip code)

Debt Securities – Shelf Registration

(Title of the Indenture Securities)

General information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Comptroller of the Currency
United States Department of the Treasury		Washington, D.C. 20219

Federal Reserve Bank		San Francisco, California 94105

Federal Deposit Insurance Corporation		Washington, D.C. 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 on January 11, 2005).

- 2 -

	2.		A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948 on January 11, 2005).

	3.		A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948 on January 11, 2005).

	4.		A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948 on January 11, 2005).

	6.		The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948 on January 11, 2005).

	7.		A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority (Exhibit 7 filed herewith).

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SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Dallas, and State of Texas, on the 1st day of December, 2005.


		THE BANK OF NEW YORK TRUST COMPANY, N.A.

		By:		/s/ Patrick T Giordano

		Name: Patrick T Giordano
		Title: Vice President

- 4 -

EXHIBIT 7

REPORT OF CONDITION


Consolidating domestic subsidiaries of
		THE BANK OF NEW YORK TRUST COMPANY, NA
		in the state of CA at close of business on September 30, 2005
published in response to call made by (Enter additional information below)

Statement of Resources and Liabilities


	Dollar Amounts in Thousand
ASSETS

Cash and balances due from depository institutions:
Non interest-bearing balances and currency and coin			4,137
Interest-bearing balances			0
Securities:
Held-to-maturity securities			70
Available-for-sale securities			62,090
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold			41,000
Securities purchased under agreements to resell			84,000
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance			0
Trading Assets			0
Premises and fixed assets (including capitalized leases)			4,259
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			0
Customers’ liability to this bank on acceptances outstanding			0
Intangible assets:
Goodwill			242,352
Other intangible assets			16,506
Other assets			39,787
Total assets			494,201

- 5 -


Deposits:
In domestic offices		3,361
Noninterest-bearing	3,361
Interest bearing	0
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money (includes mortgage indeatedness and obligations under capitalized leases)		58,000
Bank’s liability on acceptances executed and outstanding		0
Subordinated notes and cebentures		0
Other liabilities		61,271
Total Liabilities		122,632
Minority interest in consolidated subsidiaries		0

EQUITY CAPITAL

Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		294,125
Retained earnings		76,716
Accumulated other comprehensive income		(272	)
Other equity capital components		0
Total equity capital		371,569
Total liabilities, minority interest, and equity capital		494,201


We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that is has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.		I, William J. Winkelmann, Vice President (Name, Title) of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Director #1 Michael K. Klugman, President		/s/ Michael K. Klugman


Director #2 Frank P. Sulzberger, Vice President		/s/ Frank P. Sulzberger


Director #3

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