September 30, 2013

Exhibit 10.4

September 30, 2013

XXXXXXXXX XXXXXX’X, INC.

000 Xxxxx Xxxxx

Secaucus, NJ 07094

Attention: Xxxxxxx Xxxxxx

Re: Freshpet /Third Amendment to Amended and Restated Credit Agreement

Ladies and Gentlemen:

We refer to that certain Xxxxxxx and Restated Credit Agreement dated as of April 15, 2013, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of May 7, 2013 and that certain Second Amendment to Amended and Restated Credit Agreement, dated as of July 3, 2013 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among (1) Xxxxxxxxx Xxxxxx’x, Inc., a Delaware corporation, (“Borrower”), (2) the lenders party thereto from time to time (the “Lenders”) and (3) OneWest Bank, FSB, as administrative agent to the Lenders (the “Agent”). Capitalized terms used herein and not defined shall have the meanings assigned to them in the Credit Agreement.

Certain Guarantors desire to reallocate amongst themselves $300,000 in principal amount of their respective Guarantees, such that the new amounts of their respective guarantees will be as set forth in the “Amount” column of Schedule 1.1(a) to the Credit Agreement. The Agent and the Lenders have agreed to such request, subject to the terms and conditions set forth herein.

1. Revised Schedule 1.1(a) to the Credit Agreement. Schedule 1.1(a) of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 1.1(a), attached hereto.

2. Effectiveness. This amendment shall become effective as of the date first set forth above upon receipt by the Agent of (i) this Third Amendment to Amended and Restated Credit Agreement duly executed by the Borrower and the Majority Lenders and (ii) amendments, in form and substance satisfactory to the Agent, to the affected Guarantees.

3 Representations. The Borrower represents and warrants to the Agent and the Lenders as follows: (i) it has all requisite power and authority under applicable law and under its organizational documents to execute, deliver and perform this Amendment, and to perform the Credit Agreement as amended hereby; (ii) all actions, waivers and consents (corporate, regulatory and otherwise) necessary or appropriate for it to execute, deliver and perform this Amendment, and to perform the Credit Agreement as amended hereby, have been taken and/or received; (iii) this Amendment, and the Credit Agreement, as amended by this Amendment, constitute the legal, valid and binding obligation of it enforceable against it in accordance with the terms, except as enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (iv) the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement, as amended hereby, will not violate in any material respect any Requirement of Law applicable to any of the Loan Parties or material Contractual Obligation of any of the Loan Parties, and will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any such Requirement of Law or such material Contractual Obligation, except as permitted by to the Loan Documents; and (v) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

4. If you agree to the terms and conditions set forth herein, please evidence your agreement by executing in the space provided below. This letter amendment shall become effective as of the date first set forth above upon execution of this letter agreement by the Borrower, the Agent and the Lenders. Delivery of an executed counterpart of a signature page of this letter agreement by telecopy or electronically shall be effective as delivery of a manually executed counterpart of this letter agreement.

[Signature Page Follows]

-2-

Except as specifically set forth herein, the Credit Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

Very truly yours,
ONEWEST BANK, FSB,
as Agent and Lender
By:
Name:		XXXXX XXXXX
Title:		EXECUTIVE VICE PRESIDENT

Signature Page to Third Amendment to Credit Agreement

Agreed as of the date first written above:

CITY NATIONAL BANK,
as a Lender
By:
Name:		Xxxxx Xxxxxxxx
Title:		Senior Vice President

Signature Page to Third Amendment to Credit Agreement

BANK OF MONTREAL,
as a Lender
By:
Name:		Xxxxxx Xxxxxxxx
Title:		Managing Director

Signature Page to Third Amendment to Credit Agreement

XXXXXXXXX XXXXXX’X, INC.,
a Delaware corporation
By:
Name:		Xxxxxxx X Xxxxxx
Title:		President

Signature Page to Third Amendment to Credit Agreement

Schedule 1.1(a)

Shareholder Guarantors

Guarantor		Amount				%
MidOcean Partners III, L.P.		$	19,543,446.05				32.57	%
MidOcean Partners III-A, L.P.		$	10,390,074.58				17.32	%
MidOcean Partners III-D, L.P		$	1,666,479.37				2.78	%
Mid Ocean Sub-Total		$	31,600,000				52.67	%
Xxxx Xxxxxx		$	700,000				1.17	%
Xxxxxxx Xxxxxxxx		$	300,000				0.50	%
Management Sub-Total		$	1,000,000				1.67	%
Xxxxxxx and Xxxxxxx Xxxxx Living Trust u/t/d 1/14/99		$	7,548,425				12.58	%
Xxxxxx Trust dtd 6/18/02		$	4,116,595				6.86	%
Xxxxxxx Xxxxxxx		$	2,060,693				3.43	%
Xxxxxxxxx Trust u/t/d 9/14/2000		$	2,100,000				3.50	%
Xxxxx X. Xxxxxxxxxx		$	1,500,000				2.50	%
Xxxx Family Trust		$	1,338,044				2.23	%
Xxxxx Xxxxx		$	1,331,669				2.22	%
Xxxxx Xxxxxxxx Trust dtd 12/9/91		$	993,084				1.66	%
Xxxxxxx Xxxxxxx Revocable Living Trust (2006)		$	829,170				1.38	%
Xxxxx X. Xxxxxx		$	820,950				1.37	%
Xxxxxxxx Xxxxxxxx Trust dtd 2/5/91		$	738,375				1.23	%
Xxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxx 1998 Trust dtd 6/25/98		$	629,115				1.05	%
Xxxxxxx X. Xxxxxx		$	532,782				0.89	%
The Lieberthal Trust dtd 3/23/99		$	494,412				0.82	%
Xxxxxx & Xxxxxx Xxxxxxx Living Trust dtd 5/30/07		$	457,622				0.76	%
Xxxxxxx Living Trust (1999 Restatement)		$	375,000				0.63	%
Xxxxxxx X. Xxxxxxxxx		$	225,561				0.38	%
Xxxxxx X. Xxxxxxx		$	210,045				0.35	%
Xxxxxxxx X. Xxxxx		$	184,365				0.31	%
Xxxxxx-Xxxxxxxxx Living Trust dtd 11/17/1989		$	183,681				0.31	%
Xxxxxxx X. & Xxxx X. Xxxxx Family Trust dtd 5/1/97		$	168,641				0.28	%
Sasqua Fields Partners, LLC		$	100,000				0.17	%
Xxxxxxx Living Trust dtd 2/11/04		$	162,500				0.27	%
Xxxxxx Family Investment, LP		$	100,137				0.17	%
Xxxxxxx X. Xxxxxxx		$	90,392				0.15	%
Xxxxx Xxxxxx		$	59,903				0.10	%
Xxxxxxx Family Trust dtd 8/25/05		$	34,871				0.06	%
Xxxx Xxxx		$	13,968				0.02	%
Freshpet Investors Sub-total		$	27,400,000				45.66	%
Total All Guarantees		$	60,000,000				100.00	%

Schedule 1.1(a)