THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

THIRD AMENDMENT TO CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 14, 2006, by and among XXXX FOODS COMPANY, a Delaware corporation (the “Borrower”), those certain subsidiaries of the Borrower party to the Credit Agreement referred to below (the “Guarantors”), the lenders part to the Credit Agreement defined below (the “Lenders”) pursuant to the authorization (in the form attached hereto as Annex I, the “Authorization”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as Syndication Agent for the Lenders (the “Syndication Agent”) and BANK OF AMERICA, N.A., XXXXXX TRUST AND SAVINGS BANK and SUNTRUST BANK, each as a documentation agent (collectively, the “Documentation Agents”). Except as otherwise defined in this Amendment, terms defined in the Credit Agreement referred to below are used herein as defined therein.

RECITALS

     WHEREAS, the Borrower, the Guarantors, the Administrative Agent, the Syndication Agent, the Documentation Agents and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of August 13, 2004 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), pursuant to which the Lenders have extended certain credit facilities to the Borrower;

     WHEREAS, the Borrower has requested that the Lenders consent to certain modifications to the Credit Agreement; and

     WHEREAS, the Lenders party hereto have agreed to amend the Credit Agreement on the terms and subject to the conditions set forth in this Amendment.

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

     Section 1. Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the parties hereby agree that Section 6.9(b)(x) (“Limitation on Actions”) of the Credit Agreement shall be amended effective as of the date hereof by deleting Section 6.9(b)(x) in its entirety and replacing with the following:

"(x) restrictions or conditions contained in any document or instrument governing the Senior Notes as in effect on the Closing Date or restrictions or conditions (which are no more restrictive than those that are contained in the form of Indenture filed as Exhibit 4.3 to the Borrower’s registration statement on Form S-3 filed on December 14, 2005) contained in any document or instrument governing unsecured notes issued by the Borrower and guaranteed by the Guarantors in compliance with this Agreement, and”

     Section 2. Representations and Warranties. Each of the Credit Parties represents and warrants as follows:

     (A) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms.

     (B) This Amendment and each other document executed in connection herewith has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to: (1) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

     (C) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment, other than filings required to comply with applicable securities laws.

     (D) After giving effect to this Amendment, the representations and warranties set forth in the Credit Agreement are, subject to the limitations set forth therein, true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

     (E) No Default or Event of Default has occurred and is continuing as of the date hereof.

     Section 3. Conditions Precedent. This Amendment shall become effective on the date hereof upon satisfaction (or waiver) of each of the following conditions precedent:

     (A) This Amendment. The Administrative Agent shall have received (1) a duly executed counterpart of this Amendment from the Administrative Agent, the Swingline Lender and each Credit Party and (2) the necessary Authorizations from the Lenders.

     (B) Cost, Expenses and Fees. The Borrower shall have paid (1) any and all out-of-pocket costs (to the extent invoiced on or prior to the date hereof) incurred by the Agents or the Arrangers (including the reasonable fees and expenses of each Agent’s legal counsel and other advisors and professionals engaged by the Agents or the Arrangers in connection with this Amendment) and (2) all fees and other amounts payable to either Agent in connection with the arrangement, negotiation, execution and delivery of this Amendment.

     (C) Other Documents. The Administrative Agent shall have received any other documents, certificates or instruments reasonably requested thereby in connection with the execution of this Amendment.

     Section 4. Acknowledgement of Guarantors and Reaffirmation of Security Documents.

     (A) By their execution hereof, each of the Guarantors listed on the signature pages to this Amendment hereby expressly (1) consents to the modifications and amendments set forth in this Amendment, (2) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Credit Documents to which it is a party, (3) acknowledges that it has received a copy of the Credit Agreement (as amended) and agrees to be bound to the terms and conditions set forth therein, and (4) acknowledges, represents and agrees that its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Credit Documents to which it is a party remain in full force and effect.

     (B) Each Credit Party hereby confirms that each of the Security Documents to which it is a party shall continue to be in full force and effect and is hereby ratified and reaffirmed in all respects as if fully restated as of the date hereof by this Amendment. In furtherance of the reaffirmations set forth in this Section 4(B), each Credit Party hereby grants and assigns a security interest in all Collateral (including, without limitation, any real property or other Collateral) identified in any Security Document as collateral security for the Credit Party Obligations.

     Section 5. Miscellaneous.

     (A) Limited Amendment. Except as expressly provided herein, the Credit Agreement shall remain unmodified and in full force and effect. This Amendment shall not be deemed (1) to be a waiver of, or consent to, a modification or amendment of, any other term or condition of the Credit Agreement or any other Credit Document or (2) to prejudice any other right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Credit Documents or any of the instruments or agreements referred to therein, as the same may be amended or modified from time to time. References in the Credit Agreement (including references to such Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder,” “hereby,” “herein,” and “hereof”) and in any Credit Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby.

     (B) Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart.

     (C) Further Assurances. Upon the request of the Administrative Agent and at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request to effectuate the provisions and purposes of this Amendment.

     (D) Fax Transmission. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Amendment as well as any facsimile, telecopy or other reproduction hereof.

     (E) Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance with the laws of the State of New York.

[Signature Pages Follow]

     IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be duly executed and delivered by its proper and duly authorized officers as of the day and year first above written.

BORROWER:		XXXX FOODS COMPANY, a Delaware corporation
		By:
		Name: Title:		Xxxx Xxxxx Senior Vice President — Finance

GUARANTORS:		31 LOGISTICS, INC., a Delaware corporation XXXX-XXXX CERTIFIED DAIRY, INC., a Delaware corporation XXXXXX ICE CREAM, LLC, a Delaware limited liability company XXXXXX MILK, INC., a Delaware corporation (formerly known as Xxxxxx Dairies, Inc., by change of name only) BERKELEY FARMS, INC., a California corporation XXXXXXXXX FOODS, LLC, a Delaware limited liability company COUNTRY DELITE FARMS, LLC, a Delaware limited liability company COUNTRY FRESH, LLC, a Michigan limited liability company CREAMLAND DAIRIES, INC., a New Mexico corporation DAIRY FRESH, LLC, a Delaware limited liability company XXXX DAIRY HOLDINGS, LLC, a Delaware limited liability company XXXX DAIRY PRODUCTS COMPANY, a Pennsylvania corporation XXXX FOODS COMPANY OF CALIFORNIA, INC., a Delaware corporation XXXX FOODS COMPANY OF INDIANA, INC., a Delaware corporation XXXX FOODS NORTH CENTRAL, INC., a Delaware corporation
		Each of the above:

		By:
		Name: Title:		Xxxx Xxxxx Authorized Agent

XXXX HOLDING COMPANY, a Wisconsin corporation (formerly known as Xxxx Xxxxxx and Specialty Products Company, a Wisconsin corporation)
XXXX ILLINOIS DAIRIES, LLC, a Delaware limited liability company
XXXX INTERNATIONAL HOLDING COMPANY, a Delaware corporation
XXXX LEGACY BRANDS, INC., a Delaware corporation
XXXX MANAGEMENT CORPORATION, a Delaware corporation (formerly known as Suiza Management Corporation, by change of name only)
XXXX MIDWEST II, LLC, a Delaware limited liability company
XXXX MIDWEST, LLC, a Delaware limited liability company
XXXX MILK COMPANY, INC., a Kentucky corporation
XXXX NORTHEAST II, LLC, a Delaware limited liability company
XXXX NORTHEAST, LLC, a Delaware limited liability company (formerly known as Suiza GTL, LLC, by change of name only)
XXXX PUERTO RICO HOLDINGS, LLC, a Delaware limited liability company (formerly known as Suiza Dairy Corporation by change of name only)
XXXX SOCAL, LLC, a Delaware limited liability company (formerly known as Suiza SoCal, LLC by change of name only)
XXXX SOUTHEAST II, LLC, a Delaware limited liability company
XXXX SOUTHEAST, LLC, a Delaware limited liability company (formerly known as Suiza Southeast, LLC, by change of name only)
XXXX SOUTHWEST II, LLC, a Delaware limited liability company
XXXX SOUTHWEST, LLC, a Delaware limited liability company (formerly known as Suiza Southwest, LLC, by change of name only)
XXXX TRANSPORTATION, INC., an Ohio corporation

		Each of the above:
		By:
		Name: Title:		Xxxx Xxxxx Authorized Agent

DIPS XX XX, LLC, a Delaware limited liability company (successor by merger to DIPS XX XX, Inc., a Delaware corporation)
DIPS GP, INC., a Delaware corporation
DIPS LIMITED PARTNER II, a Delaware statutory trust (formerly known as DTMC, Inc.)
DIPS LIMITED PARTNER, a Delaware entity (formerly known as Dips LP, Inc.)
ELGIN BLENDERS, INCORPORATED, an Illinois corporation
FAIRMONT DAIRY, LLC, a Delaware limited liability company
XXXXX’X DAIRIES, INC., a Texas corporation
GOLDEN VALLEY DAIRY, LLC, a Delaware limited liability company
HORIZON ORGANIC DAIRY, IDAHO FARM, INC., a Colorado corporation
HORIZON ORGANIC DAIRY, MARYLAND FARM, INC., a Colorado corporation
HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation
HORIZON ORGANIC INTERNATIONAL, INC., a Delaware corporation
HPNC, LLC, a Delaware limited liability company
INTERNATIONAL DAIRY HOLDINGS, LLC, a Delaware limited liability company
KOHLER MIX SPECIALTIES OF MINNESOTA, LLC, a Delaware limited liability company (formerly known as M-Foods Dairy, LLC)
KOHLER MIX SPECIALTIES, LLC, a Delaware limited liability company (formerly known as M-Foods Dairy TXCT)
LAND-O-SUN DAIRIES, LLC, a Delaware limited liability company
LIBERTY DAIRY COMPANY, a Michigan corporation
XXXXX XXXXXX DAIRY, LLC, a Delaware limited liability company
MARATHON DAIRY INVESTMENT CORP., a Minnesota corporation
XXXXXXXX DAIRY FARMS, INC., a Delaware corporation

		Each of the above:
		By:
		Name: Title:		Xxxx Xxxxx Authorized Agent

XXXXXXXX DAIRY, INC., a Florida corporation
MEADOW BROOK DAIRY COMPANY, a Pennsylvania corporation
MELODY FARMS, L.L.C., a Delaware limited liability company
MIDWEST ICE CREAM COMPANY, a Delaware corporation (formerly known as Xxxx Foods Ice Cream Company, by change of name only)
MODEL DAIRY, LLC, a Delaware limited liability company
MORNINGSTAR FOODS, LLC, a Delaware limited liability company
NEW ENGLAND DAIRIES, LLC, a Delaware limited liability company
PET X’XXXXXX, LLC, a Delaware limited liability company
PURITY DAIRIES, INCORPORATED, a Delaware corporation
XXXXXX DAIRY OF AKRON, INC., an Ohio corporation (formerly known as Xxxxxx Akron, Inc.)
XXXXXX DAIRY OF SPRINGFIELD, LLC, a Delaware limited liability company (formerly known as Xxxxxx Springfield, LLC)
XXXXXXXX DAIRY, LLC, a Delaware limited liability company
XXXXXXXX’X ALL-STAR DAIRY, LLC, a Delaware limited liability company
XXXXXXXX’X ALL-STAR DELIVERY, LLC, a Delaware limited liability company
SFG MANAGEMENT LIMITED LIABILITY COMPANY, a Delaware limited liability company
SHENANDOAH’S PRIDE, LLC, a Delaware limited liability company
SOUTHERN FOODS HOLDINGS, a Delaware statutory trust (formerly known as Southern Foods Holding Company, LLC)
SUIZA DAIRY GROUP HOLDINGS, INC., a Delaware corporation (formerly known as Preferred Holdings, Inc.)
SUIZA DAIRY GROUP, INC., a Delaware corporation (formerly known as Suiza Dairy Group, L.P.)

		Each of the above:
		By:
		Name: Title:		Xxxx Xxxxx Authorized Agent

SULPHUR SPRINGS CULTURED SPECIALTIES, LLC, a Delaware limited liability company
SWISS II, LLC, a Delaware limited liability company
SWISS PREMIUM DAIRY, INC., a Delaware corporation (formerly known as Xxxxxxx’x Dairy, Inc.)
X.X. XXX FOODS, INC., a Florida corporation
TERRACE DAIRY, LLC, a Delaware limited liability company
TUSCAN/ LEHIGH DAIRIES, INC, a Delaware corporation (formerly known as Tuscan/Lehigh Dairies, L.P.)
VERIFINE DAIRY PRODUCTS CORPORATION OF SHEBOYGAN, INC., a Wisconsin corporation
WHITEWAVE FOODS COMPANY, a Delaware corporation (formerly known as White Wave Foods Company, formerly known as Xxxx National Brand Group, Inc., formerly known as Morningstar Foods Inc.)
WHITE WAVE, INC., a Colorado corporation
WHITEWAVE SERVICES, INC., a Delaware corporation
WHITEWAVE SERVICES, LLC, a Delaware limited liability company (successor by merger to Morningstar Services, Inc.)

		Each of the above:
		By:
		Name: Title:		Xxxx Xxxxx Authorized Agent

XXXX INTELLECTUAL PROPERTY SERVICES II, L.P., a Delaware limited partnership
By:		DIPS XX XX, LLC, its general partner
By:
Name: Title:		Xxxx Xxxxx Authorized Agent
XXXX INTELLECTUAL PROPERTY SERVICES, L.P., a Delaware limited partnership
By:		DIPS GP, INC., its general partner
By:
Name: Title:		Xxxx Xxxxx Authorized Agent
SOUTHERN FOODS GROUP, L.P., a Delaware limited partnership
By:		SFG MANAGEMENT LIMITED LIABILITY COMPANY, a Delaware limited liability company
By:
Name: Title:		Xxxx Xxxxx Authorized Agent

AGENTS AND LENDERS:		WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent and individually in its capacity as a Lender and as Swingline Lender, on behalf of itself and the other Lenders (other than the Syndication Agent) pursuant to the Authorization
		By:
		Name:
		Title:

JPMORGAN CHASE BANK, N.A. in its capacity as Syndication Agent and individually in its capacity as a Lender

By:

Name:
Title:

ANNEX I

Form of Lender Authorization

LENDER AUTHORIZATION

March 14, 2006

Wachovia Bank, National Association,
as Administrative Agent
Mail Code: NC-0760
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Syndication Agency Services

      Re: Third Amendment dated as of March 14, 2006 (the “Third Amendment”) to the Amended and Restated Credit Agreement dated as of August 13, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among XXXX FOODS COMPANY, the Guarantors party thereto, the Lenders party thereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as Syndication Agent and BANK OF AMERICA, N.A., XXXXXX TRUST AND SAVINGS BANK and SUNTRUST BANK, each as a Documentation Agent.

     This letter acknowledges our receipt and review of the Third Amendment in the form posted on the Xxxx Foods Intralinks or SyndTrak workspace. By executing this letter, we hereby authorize the Administrative Agent to execute and deliver the Third Amendment on our behalf.

     Each financial institution executing this Authorization agrees or reaffirms that it shall be a party to the Credit Agreement and the other Credit Documents to which Lenders are parties and shall have the rights and obligations of a Lender under each such agreement.

[Insert name of applicable financial institution]

By:

Name:

Title: