AMENDMENT NO. 2

EXHIBIT 10.2

AMENDMENT XX. 0

XXXXXXXXX XX. 0 (this “Amendment”), dated as of February 19, 2004, to that certain BRIDGE LOAN AND SECURITY AGREEMENT (the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement) dated as of October 9, 2003, among SMITHFIELD FOODS, INC., a Virginia corporation (the “Borrower”), each of the Subsidiaries of the Borrower identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages thereto or that, pursuant to Section 5.09 thereof, shall become a “Subsidiary Guarantor” thereunder (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”), each of the lenders that is a party thereto identified under the caption “LENDERS” on Schedule 2.01 thereto or that, pursuant to Section 10.04 thereof, shall become a “Lender” hereunder (individually, a “Lender” and, collectively, the “Lenders”) and XXXXXXX XXXXX CREDIT PARTNERS L.P., in its capacity as administrative agent for the Lenders hereunder (the “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, the Obligors desire to clarify the interest rates currently applicable to Loans;

WHEREAS, pursuant to Section 10.02 of the Credit Agreement the Lenders desire to enter into this Amendment;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE – Amendment. Subject to the satisfaction of the conditions set forth in Section Two hereof, the second sentence of each of Section 2.12(a) and 2.12(b) of the Credit Agreement is amended in its entirety to read as follows:

“On and after the date which is 120 days after the Effective Date all Loans shall bear interest at a fixed rate per annum equal to the greater of (a) the bid-side yield on the Borrower’s 7 ³/4% Senior Notes due 2013, as determined by the Administrative Agent, and (b) the Adjusted LIBO Rate plus 6.000%, each as measured on the date that is 119 days after the Effective Date.”

SECTION TWO – Conditions to Effectiveness. This Amendment shall become effective when, and only when, the Administrative Agent shall have received counter-parts of this Amendment executed by each Obligor and the Required Lenders. The effective-

ness of this Amendment (other than Sections Five, Six and Seven hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section Three hereof. When effective this Amendment shall be deemed effective as of February 6, 2004.

SECTION THREE – Representations and Warranties; Covenants. In order to induce the Lenders to enter into this Amendment, each Obligor represents and warrants to each of the Lenders and the Agents that after giving effect to this Amendment, (x) no Default or Event of Default has occurred and is continuing under the Credit Agreement; and (y) the representations and warranties made by such Obligor in the Credit Agreement are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects) on and as of the date hereof with the same force and effect as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

SECTION FOUR – Reference to and Effect on the Credit Agreement. On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment. The Credit Agreement as specifically amended by this amendment is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as an amendment or waiver of any right, power or remedy of any Lender or any Agent under the Credit Agreement, nor constitute an amendment or waiver of any provision of the Credit Agreement. Each Subsidiary Guarantor ratifies and confirms its Subsidiary Guarantee as in full force and effect after giving effect to the Amendment herein set forth.

SECTION FIVE – Costs, Expenses and Taxes. The Borrower agrees to pay all reasonable costs and expenses of the Agents in connection with the preparation, execution and delivery of this Amendment (including, without limitation, the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP), if any, in accordance with the terms of Section 10.03 of the Credit Agreement.

SECTION SIX – Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION SEVEN – Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws thereof to the extent that the application of the laws of another jurisdiction would be required thereby.

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

SMITHFIELD FOODS, INC., as Borrower
By:		/s/    Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Vice President and Chief Financial Officer

XXXXXXXXX CORPORATION, as a Subsidiary Guarantor
By:		/s/    Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Vice President

X.X. XXXXXXXXX INC., as a Subsidiary Guarantor
By:		/s/    Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Vice President

XXXXXXX SACHS CREDIT PARTNERS L.P., as a Lender
By:		/s/    Xxxxxxx Xxxx
		Authorized Signatory