SUPPLEMENTAL INDENTURE NO. 2

EXHIBIT 4.1

SUPPLEMENTAL INDENTURE NO. 2

     THIS SUPPLEMENTAL INDENTURE NO. 2, dated as of July 31, 2007 (this “Supplemental Indenture No. 2”), between XXXX FOODS COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), EACH OF THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

RECITALS:

     WHEREAS, the Company, the Guarantors and the Trustee are parties to an Indenture, dated as of May 15, 2006 (the “Base Indenture”), as supplemented by Supplemental Indenture No. 1, dated as of May 17, 2006, between the Company, the Guarantors and the Trustee (“Supplemental Indenture No. 1” and together with the Base Indenture, the “Indenture”), relating to the issuance from time to time by the Company of its Securities on terms to be specified at the time of issuance;

     WHEREAS, the following direct and indirect subsidiaries of the Company have become guarantors under the Senior Credit Agreement: SOUTHERN FOODS GROUP, LLC, a Delaware limited liability company, XXX XXXXXX, LLC, a Delaware limited liability company, XXXX SERVICES, LLC, a Delaware limited liability company, FRIENDSHIP DAIRIES, LLC, a Delaware limited liability company, HORIZON ORGANIC DAIRY, LLC, a Delaware limited liability company, and XXXXXXX VENTURES, LLC, a Delaware limited liability company (collectively, the “Additional Subsidiaries”);

     WHEREAS, in connection herewith, each of the Additional Subsidiaries have executed and delivered a Subsidiary Guarantee pursuant to Section 13.03 of the Indenture;

     WHEREAS, Section 9.01 of the Indenture contemplates the execution of supplemental indentures without the consent of the Holders of the Securities for the purposes stated herein;

     WHEREAS, the Company and the Guarantors desire and have requested the Trustee to join in the execution and delivery of this Supplemental Indenture as permitted by Section 9.01 of the Indenture to allow any Guarantor to execute a supplemental indenture in respect of a Subsidiary Guarantee;

     WHEREAS, all conditions and requirements of the Indenture necessary to make this Supplemental Indenture No. 2 a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto.

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

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ARTICLE I
ADDITIONAL SUBSIDIARY GUARANTEES

     Section 1.01 Additional Subsidiary Guarantees. Subject to the provisions of Article Thirteen of the Indenture, which provisions are incorporated herein by reference, each of the Additional Subsidiaries 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 the Indenture or this Supplemental Indenture No. 2, 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) of the Indenture, if applicable, all in accordance with the terms of Article Thirteen of the Indenture.

ARTICLE II
MISCELLANEOUS

     Section 2.01 Integral Part; Effect of Supplement on Indenture. This Supplemental Indenture No. 2 constitutes an integral part of the Indenture. Except for the amendments and supplements made by this Supplemental Indenture No. 2, the Indenture shall remain in full force and effect as executed.

     Section 2.02 General Definitions. For purposes of this Supplemental Indenture No. 2:

     (1) Capitalized terms used herein without definition shall have the meanings specified in the Indenture:

     (2) All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture No. 2; and

     (3) The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental Indenture No. 2.

     Section 2.03 Adoption, Ratification and Confirmation. The Indenture, as supplemented by this Supplemental Indenture No. 2, is in all respects hereby adopted, ratified and confirmed.

     Section 2.04 Trustee Not Responsible for Recitals. The recitals in this Supplemental Indenture No. 2 are made by the Company and the Guarantors, and the Trustee assumes no responsibility for the correctness of such recitals. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture No. 2.

     Section 2.05 Counterparts. This Supplemental Indenture No. 2 may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original and all of which shall constitute but one and the same instrument.

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     Section 2.06 Governing Law. This Supplemental Indenture No. 2 shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into, in each case, performed in said state.

IN WITNESS WHEREOF, the Company, the Guarantors and the Trustee have executed this Supplemental Indenture No. 2 as of the date first above written.

		XXXX FOODS COMPANY
		By:		/s/ Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx
				Title: Vice President and Treasurer

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		31 LOGISTICS, LLC
		XXXX-XXXX CERTIFIED DAIRY, LLC
		XXXXXX ICE CREAM, LLC
		XXXXXX MILK, LLC
		BERKELEY FARMS, LLC
		XXXXXXXXX FOODS, LLC
		COUNTRY DELITE FARMS, LLC
		COUNTRY FRESH, LLC
		CREAMLAND DAIRIES, LLC
		DAIRY FRESH, LLC
		XXX XXXXXX, LLC
		XXXX DAIRY HOLDINGS, LLC
		XXXX DAIRY PRODUCTS COMPANY, LLC
		XXXX EAST, LLC
		XXXX EAST II, LLC
		XXXX FOODS COMPANY OF CALIFORNIA, LLC
		XXXX FOODS COMPANY OF INDIANA, LLC
		XXXX FOODS NORTH CENTRAL, LLC
		XXXX MILK COMPANY, LLC
		XXXX SERVICES, LLC
		XXXX SoCAL, LLC
		XXXX XXXX, LLC
		XXXX XXXX II, LLC
		DIPS XX XX, LLC
		By:		/s/ Xxxxxxx Xxxxx Xxxxxxx X. Xxxxx
				Vice President and Treasurer

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FAIRMONT DAIRY, LLC

FRIENDSHIP DAIRIES, LLC

XXXXX’X DAIRIES, LLC

GARELICK FARMS, LLC

HORIZON ORGANIC DAIRY, LLC

KOHLER MIX SPECIALTIES OF MINNESOTA, LLC

KOHLER MIX SPECIALTIES, LLC

LAND-O-SUN DAIRIES, LLC

XXXXX XXXXXX DAIRY, LLC

XXXXXXXX DAIRY FARMS, LLC

XxXXXXXX DAIRY, LLC

MELODY FARMS, L.L.C.

MODEL DAIRY, LLC

MORNINGSTAR FOODS, LLC

NEW ENGLAND DAIRIES, LLC

PET X’XXXXXX, LLC

PURITY DAIRIES, LLC

XXXXXX DAIRY, LLC

XXXXXXXX DAIRY, LLC

XXXXXXX VENTURES, LLC

XXXXXXXX’X ALL-STAR DAIRY, LLC

XXXXXXXX’X ALL-STAR DELIVERY, LLC

SFG MANAGEMENT LIMITED LIABILITY COMPANY

SHENANDOAH’S PRIDE, LLC

SOUTHERN FOODS GROUP, LLC

SUIZA DAIRY GROUP, LLC

SULPHUR SPRINGS CULTURED SPECIALTIES, LLC

SWISS II, LLC

SWISS PREMIUM DAIRY, LLC

TERRACE DAIRY, LLC

X.X. XXX FOODS, LLC

VERIFINE DAIRY PRODUCTS OF SHEBOYGAN, LLC

		By:		/s/ Xxxxxxx Xxxxx
		Xxxxxxx X. Xxxxx
		Vice President and Treasurer

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	XXXX ILLINOIS DAIRIES, LLC MIDWEST ICE CREAM COMPANY, LLC
	By:	/s/ Xxxxxxx Xxxxx
	Xxxxxxx X. Xxxxx
	Vice President
	XXXX HOLDING COMPANY XXXX LEGACY BRANDS, INC. XXXX MANAGEMENT CORPORATION XXXX TRANSPORTATION, INC. DIPS GP, INC. HORIZON ORGANIC INTERNATIONAL, INC. LIBERTY DAIRY COMPANY MARATHON DAIRY INVESTMENT CORP. MEADOW BROOK DAIRY COMPANY TUSCAN/LEHIGH DAIRIES, INC. WHITEWAVE FOODS COMPANY WHITEWAVE SERVICES, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Xxxxxxx X. Xxxxx
		Vice President and Treasurer

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		XXXX INTELLECTUAL PROPERTY
		SERVICES II, L.P.
		BY: DIPS XX XX, LLC, its General Partner
		By:		/s/ Xxxxxxx Xxxxx Xxxxxxx X. Xxxxx
				Vice President and Treasurer
		XXXX INTELLECTUAL PROPERTY
		SERVICES, L.P.
		BY: DIPS GP, INC., its General Partner
		By:		/s/ Xxxxxxx Xxxxx Xxxxxxx X. Xxxxx
				Vice President and Treasurer
		DIPS LIMITED PARTNER II
		DIPS LIMITED PARTNER
		SOUTHERN FOODS HOLDINGS
		BY: CSC TRUST COMPANY OF DELAWARE, as Trustee
		By:		/s/ CSC Trust Company of Delaware

	THE BANK OF NEW YORK TRUST COMPANY, N.A.
	By:			/s/ Bank of New York

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