AMENDMENT NO. 1

EXHIBIT 4.7(b)

AMENDMENT XX. 0

XXXXXXXXX XX. 0 dated as of June 6, 2002 among SMITHFIELD FOODS, INC., a corporation duly organized and validly existing under the laws of the State of Virginia (the “Borrower”); each of the Subsidiaries of the Borrower identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”); each of the lenders signatory hereto (each individually, a “Lender” and, collectively, the “Lenders”); and JPMORGAN CHASE BANK in its capacity as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

The Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent are parties to a Multi-Year Credit Agreement dated as of December 6, 2001 (as heretofore modified and supplemented and in effect on the date hereof, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by said Lenders to the Borrower in an aggregate principal or face amount not exceeding $750,000,000.

The Borrower wishes to amend the Credit Agreement in certain respects. Accordingly, the parties hereto hereby agree as follows:

Section 1.  Definitions.    Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.

Section 2.  Amendments.    Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof the Credit Agreement shall be amended as follows:

2.01.    References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

2.02.    Letters of Credit. Clause (i) of the last sentence of Section 2.05 (b)(i) of the Credit Agreement shall be amended to read in its entirety as follows:

“(i)  the Dollar LC Exposure shall not exceed $100,000,000 and the total Revolving Dollar Credit Exposures shall not exceed the Total Dollar Sub-Commitment,”

Section 3.  Representations and Warranties.    The Borrower represents and warrants to the Lenders that the representations and warranties set forth in Article III of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof and as if each reference in said Article III to “this Agreement” included reference to this Amendment No. 1.

Section 4.  Condition Precedent.    The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon the execution and delivery of counterparts of this Amendment No. 1 by the Obligors and the Required Lenders.

Section 5.  Miscellaneous.    Except as provided herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

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IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the date first written above.

SMITHFIELD FOODS, INC.
By:		/s/    XXXXXX X. XXXXXXX
		Xxxxxx X. Xxxxxxx Vice President

SUBSIDIARY GUARANTORS

CODDLE ROASTED MEATS, INC. XXXXXXXX OF SMITHFIELD, LTD. XXXXXXX’X OLD FASHIONED COUNTRY HAM, INC. IOWA QUALITY MEATS, LTD. XXXX XXXXXXX & CO. XXXXX MEAT GROUP, INC. XXXXX PACKING COMPANY MURCO FOODS, INC. NORTH SIDE FOODS CORP. PACKERLAND PROCESSING COMPANY, INC. PACKERLAND HOLDINGS, INC. XXXXXXX XXXXXX INCORPORATED PREMIUM PORK, INC. QUIK-TO-FIX FOODS, INC. XXXXXXX’X COUNTRY HAMS, INC. SUN LAND BEEF COMPANY SUNNYLAND, INC. THE SMITHFIELD COMPANIES, INC. THE SMITHFIELD PACKING COMPANY, INCORPORATED		XXXXX’X OF CAROLINA LLC XXXXXXX’X FOODS LLC XXXXXXX’X FOODS OF VIRGINIA LLC CENTRAL PLAINS FARMS LLC CIRCLE FOUR LLC XXXXXX FARMS LLC QUARTER M FARMS LLC, each a Delaware limited liability company
		By:		XXXXXX-XXXXX LLC, a Delaware limited liability company, as a sole member of each
				By:		XXXX XXXXXXX & CO., a Delaware corporation, as its sole member
						/s/    XXXXXX X. XXXXXXX           Xxxxxx X. Xxxxxxx Vice President

By:		/s/    XXXXXX X. XXXXXXX
		Xxxxxx X. Xxxxxxx Vice President

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XXXXXX-XXXXX LLC,     a Delaware limited liability company						GREAT LAKES CATTLE CREDIT COMPANY, LLC,     a Delaware limited liability company,
By:		XXXX XXXXXXX & CO.,     a Delaware corporation,     as its sole member				By:		PACKERLAND HOLDINGS, INC.,     a Delaware corporation,     as its sole member
		/s/    XXXXXX X. XXXXXXX						/s/    XXXXXX X. XXXXXXX
		Xxxxxx X. Xxxxxxx Vice President						Xxxxxx X. Xxxxxxx Vice President

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LENDERS

JPMORGAN CHASE BANK,     individually and as Administrative Agent						ABN AMRO BANK N.V.
By:		/s/    XXXX X. XXXXXXX				By:		/s/    XXXXX-XXXX XXXXXXXXX
		Xxxx X. Xxxxxxx Vice President						Xxxxx-Xxxx Xxxxxxxxx Vice President
						By:		/s/    XXXXXXX XXXXXXX
								Xxxxxxx Xxxxxxx Vice President
BANK OF AMERICA, N.A.						BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:		/s/    XXXXXXX X. XXXXXXX				By:		/s/    XXXXXXX XXXXXX
		Xxxxxxx X. Xxxxxxx Managing Director						Xxxxxxx Xxxxxx Vice President

BNP PARIBAS						CAPE FEAR FARM CREDIT, ACA
By:		/s/    XXXXXXX X. XXXXXX				By:		/s/    XXXXX X. XXXX
		Xxxxxxx X. Xxxxxx Vice President						Xxxxx X. Xxxx Assistant Vice President
By:		/s/    XXXXX XXXXXX
		Xxxxx Xxxxxx Vice President

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CIBC INC.						COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH
By:		/s/    XXXXXXX XXXXXXXX				By:		/s/    XXXXXX X. XXXXXXX
		Xxxxxxx Xxxxxxxx Executive Director						Xxxxxx X. Xxxxxxx Executive Director
						By:		/s/    W. PLETAR X. XXXXX
								W. Pletar X. Xxxxx Managing Director

CREDIT AGRICOLE INDOSUEZ						THE DAI-ICHI KANGYO BANK, LTD.
By:						By:
Name:						Name:
Title:						Title:
By:
Name:
Title:
DRESDNER BANK LATEINAMERIKA AG, MIAMI AGENCY						FARM CREDIT BANK OF WICHITA
By:		/s/    XXXXXX GABUBEFF				By:		/s/    XXXXXX X. XXXX
		Xxxxxx Gabubeff Vice President						Xxxxxx X. Xxxx Vice President
By:		/s/    XXXXX XXXXXXXXX XXXXXXXX
		Xxxxx Xxxxxxxxx xxXxxxxx OTF Xxxxxx

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XXXX XXXXXX XXXXXXXX XX XXXXXXX, XXX						FARM CREDIT SERVICES OF MID-AMERICA, PCA
By:		/s/    XXXXXXX XXXXX				By:		/s/    XXXXXXX X. XXXXXX
		Xxxxxxx Xxxxx Vice President						Xxxxxxx X. Xxxxxx Vice President-Risk Management
AGSTAR FINANCIAL SERVICES PCA  d/b/a FCS Commercial Finance Group						WACHOVIA BANK, N.A. successor to FIRST UNION NATIONAL BANK
By:		/s/    XXXXX X. XXXXXXX				By:		/s/    XXXXX X. XXXXXX
		Xxxxx X. Xxxxxxx Senior Vice President-Syndicated Finance						Xxxxx X. Xxxxxx Vice President
GENERAL ELECTRIC CAPITAL CORPORATION						XXXXXX TRUST & SAVINGS BANK
By		/s/				By:		/s/    XXXX X. XXXXXX
		Name: Title:						Xxxx X. Xxxxxx Vice President
ING (U.S.) CAPITAL LLC						SUMITOMO MITSUI BANKING CORPORATION
By:		/s/    XXXXXXX X. XXXXXXX				By:		/s/    XXXXXX X. XXXXX, III
		Xxxxxxx X. Xxxxxxx Director						Xxxxxx X. Xxxxx, III Senior Vice President

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SUNTRUST BANK						U.S. BANCORP AG CREDIT, INC.
By:		/s/    XXXXX X. KENWOOD				By:		/s/    XXXXX XXXXX
		Xxxxx X. Kenwood Vice President						Xxxxx Xxxxx Assistant Vice President

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