AMENDMENT NO. 1

AMENDMENT NO. 1

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EXHIBIT 4.7(b)

AMENDMENT ▇▇. ▇

▇▇▇▇▇▇▇▇▇ ▇▇. ▇ 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.

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

SMITHFIELD FOODS, INC.

By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President

SUBSIDIARY GUARANTORS


By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President


▇▇▇▇▇▇-▇▇▇▇▇ LLC, a Delaware limited liability company		GREAT LAKES CATTLE CREDIT COMPANY, LLC, a Delaware limited liability company,

By:	▇▇▇▇ ▇▇▇▇▇▇▇ & CO., a Delaware corporation, as its sole member	By:	PACKERLAND HOLDINGS, INC., a Delaware corporation, as its sole member

	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President

LENDERS

JPMORGAN CHASE BANK, individually and as Administrative Agent		ABN AMRO BANK N.V.

By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President		▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President

		By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
			▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President

BANK OF AMERICA, N.A.		BANK OF TOKYO-MITSUBISHI TRUST COMPANY

By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Managing Director		▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Vice President


BNP PARIBAS		CAPE FEAR FARM CREDIT, ACA

By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President		▇▇▇▇▇ ▇. ▇▇▇▇ Assistant Vice President

By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	▇▇▇▇▇ ▇▇▇▇▇▇ Vice President

CIBC INC.		COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH

By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive Director		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executive Director

		By:	/s/ W. PLETAR ▇. ▇▇▇▇▇
			W. Pletar ▇. ▇▇▇▇▇ 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/ ▇▇▇▇▇▇ GABUBEFF	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	▇▇▇▇▇▇ Gabubeff Vice President		▇▇▇▇▇▇ ▇. ▇▇▇▇ Vice President

By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ OTF ▇▇▇▇▇▇

▇

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇		FARM CREDIT SERVICES OF MID-AMERICA, PCA

By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	▇▇▇▇▇▇▇ ▇▇▇▇▇ Vice President		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President-Syndicated Finance		▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President

GENERAL ELECTRIC CAPITAL CORPORATION		▇▇▇▇▇▇ TRUST & SAVINGS BANK

By	/s/	By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name: Title:		▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President

ING (U.S.) CAPITAL LLC		SUMITOMO MITSUI BANKING CORPORATION

By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Director		▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III Senior Vice President

SUNTRUST BANK		U.S. BANCORP AG CREDIT, INC.

By:	/s/ ▇▇▇▇▇ ▇. KENWOOD	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇
	▇▇▇▇▇ ▇. Kenwood Vice President		▇▇▇▇▇ ▇▇▇▇▇ Assistant Vice President

CODDLE ROASTED MEATS, INC.

▇▇▇▇▇▇▇▇ OF SMITHFIELD, LTD.

▇▇▇▇▇▇▇’▇ OLD FASHIONED
COUNTRY HAM, INC.

IOWA QUALITY MEATS, LTD.

▇▇▇▇ ▇▇▇▇▇▇▇ & CO.

▇▇▇▇▇ MEAT GROUP, INC.

▇▇▇▇▇ PACKING COMPANY

MURCO FOODS, INC.

NORTH SIDE FOODS CORP.

PACKERLAND PROCESSING
COMPANY, INC.

PACKERLAND HOLDINGS, INC.

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INCORPORATED

PREMIUM PORK, INC.

QUIK-TO-FIX FOODS, INC.

▇▇▇▇▇▇▇’▇ COUNTRY HAMS, INC.

SUN LAND BEEF COMPANY

SUNNYLAND, INC.

THE SMITHFIELD COMPANIES, INC.

THE SMITHFIELD PACKING
COMPANY, INCORPORATED

▇▇▇▇▇’▇ OF CAROLINA LLC

▇▇▇▇▇▇▇’▇ FOODS LLC

▇▇▇▇▇▇▇’▇ FOODS OF

VIRGINIA LLC

CENTRAL PLAINS FARMS LLC

CIRCLE FOUR LLC

▇▇▇▇▇▇ FARMS LLC

QUARTER M FARMS LLC,

each a Delaware limited liability company

▇▇▇▇▇▇-▇▇▇▇▇ LLC,

a Delaware limited liability company,

as a sole member of each

▇▇▇▇ ▇▇▇▇▇▇▇ & CO.,

a Delaware corporation,

as its sole member

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Vice President