FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 2.3

FIRST AMENDMENT TO CREDIT AGREEMENT

      THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 19, 2001 by and among SUIZA FOODS CORPORATION, a Delaware corporation (the “Borrower”), FIRST UNION NATIONAL BANK, as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement defined below (the “Lenders”), BANK ONE, NA, as Syndication Agent for the Lenders (the “Syndication Agent”), FLEET NATIONAL BANK, HARRIS TRUST AND SAVINGS BANK and SUNTRUST BANK, as Co-Documentation Agents (the “Documentation Agent”), and the Required Lenders.

RECITALS

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

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

      WHEREAS, the Required Lenders 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.     Definitions. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein as defined therein.

      Section 2.     Amendments to Credit Agreement and Schedules Thereto. Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Required Lenders hereby agree that the Credit Agreement shall be amended effective on the Funding Date as follows:

      (a)     Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions of “Existing Letters of Credit”, “Intercreditor Agreement” and “Reimbursement Agreements” thereto in the appropriate alphabetical order:

      “Intercreditor Agreement” means the Intercreditor Agreement dated as of the Funding Date by and between the Administrative Agent and Bank One, NA (Main Office Chicago) (the “Receivables Agent”), as agent under the Amended and Restated Receivables Purchase Agreement, dated as of the Funding Date by and among the Borrower, the Subsidiaries of the Borrower party thereto, the Receivables Agent and the financial institutions parties thereto, as amended, modified or supplemented from time to time in accordance with its terms.

      “Reimbursement Agreement” means any agreement set forth on Schedule 1.1(e) hereto.

      (b)     The definitions of “Issuing Lender” and “Letter of Credit” in Section 1.1 of the Credit Agreement are each hereby amended in their entirety to read as follows:

      (c)     The definition of “Receivables Financing SPC” in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:

      (d)     The definition of “Security Documents” in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:

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      (e) Section 2.3 of the Credit Agreement is hereby amended in its entirety to read as follows (the underlining demonstrates additions and the strikethroughs evidence deletions and are added herein this Amendment for clarification purposes only):

Section 2.3     Letter of Credit Subfacility.

      (a) Issuance. Subject The Existing Letters of Credit have been previously issued by the applicable Issuing Lender and subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lender may reasonably require, during the Commitment Period the applicable Issuing Lender shall issue, and the Lenders having a Revolving Commitment shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate amount of Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount, (iii) all Letters of Credit shall be denominated in Dollars and (iv) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs, and trade letters of credit. No Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, (i) so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; and (ii) a Letter of Credit may have an expiration date more than one year from the date of issuance if required under related industrial revenue bond documents and agreed to by the applicable Issuing Lender; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date which is five (5) Business Days prior to the Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. First Union shall be the Issuing Lender on all Letters of Credit issued on or after the Funding Date. All currently outstanding letters of credit issued by First Union for the account of the Borrower, its Subsidiaries, or any predecessor in interest of any of them, shall, as of the Funding Date, be considered Letters of Credit issued and subject to the terms Existing Letters of Credit shall, as of the Funding Date, be deemed to have been issued pursuant hereto as “Letters of Credit” hereunder and subject to and governed by the terms and conditions of this Credit Agreement. It is hereby further agreed that any Existing Letter of Credit which is issued by an Issuing Lender other than First Union shall not be renewed and will be replaced upon its expiration with a Letter of Credit issued by First Union or Bank One, as the case may be, in its capacity as an Issuing Lender hereunder.

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      (b) Notice and Reports. The request for the issuance of a Letter of Credit shall be submitted to the applicable Issuing Lender and the Administrative Agent at least three (3) Business Days prior to the requested date of issuance. The Each Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding by such Issuing Lender and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. The Each Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit. The issued by such Issuing Lender. Each Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and extent of LOC Obligations then outstanding related to the Letters of Credit issued by such Issuing Lender.

      (c) Participations. Each Lender with a Revolving Commitment, upon issuance of a Letter of Credit (other than a Letter of Credit in an original face amount of less than $1,000,000), shall be deemed to have purchased without recourse a risk participation from the applicable Issuing Lender in such Letter of Credit (including each Existing Letter of Credit) and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its LOC Commitment Percentage of the obligations under such Letter of Credit (including each Existing Letter of Credit) and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the applicable Issuing Lender therefor and discharge when due, its LOC Commitment Percentage of the obligations arising under such Letter of Credit, unless the applicable Issuing Lender acted with gross negligence or willful misconduct in issuing such Letter of Credit. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that the an Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Lender shall pay to the such Issuing Lender its LOC Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the such Issuing Lender of an unreimbursed drawing pursuant to the provisions of subsection (d) below if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. The obligation of each Lender to so reimburse the Issuing Lender Lenders shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

      (d) Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of

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      (c) Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, (i) a Swingline Loan borrowing to reimburse a drawing under a Letter of Credit, the Swingline Lender shall make the

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      (f) Designation of Subsidiaries as Account Parties. Notwithstanding anything to the contrary set forth in this Agreement, including without limitation Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower, provided that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.

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      (e) Article IX of the Credit Agreement is hereby amended by adding the following new Section 9.18 immediately to the end thereof:

      Section 9.18 Borrower Name Change Effective on Funding Date.

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      B. The Schedules to the Credit Agreement are hereby amended by adding Annex I attached hereto as Schedule 1.1(d) to the Credit Agreement and Annex II attached hereto as Schedule 1.1(e) to the Credit Agreement.

      C. 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.

      Section 3. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties in Article 3 of the Credit Agreement (as amended hereby) are true and correct on the date hereof as if made on and as of the date hereof as if each reference (whether direct or indirect) therein to “this Agreement” included reference to this Amendment and the Credit Agreement as amended hereby and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof.

      Section 4. Condition Precedent. The amendments to the Credit Agreement set forth in Section 2 shall become effective on the Funding Date upon receipt by the Administrative Agent of executed counterparts to this Amendment from the Borrower, the Issuing Lenders and the Required Lenders.

      Section 5. Miscellaneous. Except as expressly provided herein, the Credit Agreement shall remain unmodified and in full force and effect. 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. This Amendment shall be governed by, and construed in accordance with, the law of the State of North Carolina.

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      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.

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Schedule 1.1(d)

See attached

ANNEX II

REIMBURSEMENT AGREEMENTS