SMITHFIELD FOODS INC
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>dex105.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5

                                                           EXECUTION COUNTERPART

                                 AMENDMENT NO. 3

     AMENDMENT NO. 3 dated as of April 4, 2003, 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"); the Lenders set
forth on the signature pages hereto; the New Lenders (as defined below); and
JPMORGAN CHASE BANK in its capacity as administrative agent for the lenders
currently party to the below-referenced Credit Agreement (in such capacity,
together with its successors in such capacity, the "Administrative Agent").

     The Borrower, the Subsidiary Guarantors, the lenders named therein 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 increase the aggregate amount of the Commitments
under the Credit Agreement and to amend the Credit Agreement in certain
respects, including to add the financial institutions identified under the
caption "New Lenders" on the signature pages hereto (collectively, the "New
Lenders") as "Lenders" under the Credit Agreement. The Lenders party hereto have
agreed to make such amendments and accordingly, the Obligors, the New Lenders,
the Lenders party hereto and the Administrative Agent, hereby agree as follows:

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

     Section 2. Amendments to Credit Agreement. Effective as of the Amendment
No. 3 Effective Date (as defined below), the Credit Agreement shall be amended
as follows:

     2.01. References Generally. 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. The
reference in the second paragraph of the preamble to the Credit Agreement to
"$750,000,000" shall be deemed to be a reference to "$900,000,000".

     2.02. Definitions. Section 1.01 of the Credit Agreement is hereby amended
by inserting the following new definitions in the appropriate alphabetical
locations (or, in the case

<PAGE>

of any definition for a term that is defined in the Credit Agreement before
giving effect to this Amendment No. 3, by amending such definition to read as
set forth below):

          "Amendment No. 3 Effective Date" has the meaning specified in
     Amendment No. 3 hereto.

          "Applicable Rate" means, with respect to any ABR Loan, Eurocurrency
     Revolving Loan, Federal Funds Loan, Letters of Credit, Swingline Loan, or
     with respect to the Commitment Fees payable hereunder, for each Rate Period
     (as defined below), the respective rate per annum indicated below for Loans
     of such Type or Commitment Fees, as applicable, opposite the applicable
     Leverage Ratio (as defined below) indicated below for such Rate Period:

<TABLE>
<CAPTION>
     ===========================================================================================
                                                       Eurodollar Loans,
                                                      Eurocurrency Loans,
                                                      Federal Funds Loans
     Leverage Ratio                  ABR Loans      and Letters of Credit       Commitment Fees
     -------------------------------------------------------------------------------------------
<S>                                  <C>            <C>                         <C>
     Greater than or                  1.250%              2.250%                   0.300%
     equal to 4.25
     to 1
     -------------------------------------------------------------------------------------------
     Less than 4.25                   1.000%              2.000%                   0.275%
     to 1 and greater
     than or equal to
     3.75 to 1
     -------------------------------------------------------------------------------------------
     Less than 3.75                   0.750%              1.750%                   0.250%
     to 1 and greater
     than or equal to
     3.25 to 1
     -------------------------------------------------------------------------------------------
     Less than 3.25                   0.500%              1.500%                   0.225%
     to 1 and greater
     than or equal to
     2.75 to 1
     -------------------------------------------------------------------------------------------
     Less than 2.75                   0.250%              1.250%                   0.200%
     to 1 and greater
     than or equal to
     2.00 to 1
     -------------------------------------------------------------------------------------------
     Less than 2.00                     -0-               1.000%                   0.175%
     to 1
     ===========================================================================================
</TABLE>

          For purposes hereof, (i) a "Rate Period" means the period commencing
     on a Rate Reset Date to but not including the immediately following Rate
     Reset Date; (ii) a "Rate Reset Date" means, with respect to any fiscal
     quarter or fiscal year, the earlier of (x) the date on which the Borrower
     delivers the certificate referred to in Section 5.01(c) (a "Compliance
     Certificate") in respect of such fiscal quarter or fiscal year, as the case
     may

<PAGE>

          be, and (y) the date on which the Borrower is required to have
          delivered the financial statements under Section 5.01(a) or (b) in
          respect of such fiscal quarter or fiscal year, as the case may be; and
          (iii) "Leverage Ratio" means, for any Rate Period, the ratio of
          Consolidated Total Funded Debt as at the last day of the fiscal
          quarter of the Borrower ending on or most recently prior to the first
          day of such Rate Period to Consolidated EBITDA for the period of four
          fiscal quarters ending on such last day.

               Anything in this Agreement to the contrary notwithstanding, but
          subject to Section 2.12(d), the Applicable Rate shall be the
          applicable rate provided for in the table set forth above in this
          definition for periods when the Leverage Ratio is greater than 4.25 to
          1 (x) during any period when an Event of Default shall have occurred
          and be continuing or (y) if the applicable Compliance Certificate
          shall not be delivered within the time that the applicable financial
          statements are required to be delivered by Section 5.01(a) or (b), as
          the case may be (but only, in the case of this clause (y), with
          respect to the portion of such Rate Period prior to the delivery of
          such Compliance Certificate).

               "Borrowing Base" means, at any time, the sum of: (a) 75% of the
          result obtained from the following calculation: (i) the aggregate
          amount of Eligible Inventory (valued at the lower of (x) cost, on a
          first-in-first-out basis or (y) fair market value) of the Borrower and
          the Subsidiary Guarantors, determined on a consolidated basis at such
          time, plus (ii) the aggregate amount of Eligible Receivables of the
          Borrower and the Subsidiary Guarantors, determined on a consolidated
          basis at such time, in each case as reflected in the Borrowing Base
          Certificate then most recently received by the Administrative Agent
          hereunder minus (iii) reserves maintained by such Subsidiary
          Guarantors in respect of Eligible Receivables relating to discounts,
          advertising, allowances and similar items minus (b) the aggregate
          amount of outstanding checks for the purchase of Farm Products (as
          defined in the Security Agreement) drawn by the Borrower and its
          Subsidiaries that have not cleared. Standards of eligibility, reserves
          (including survivability reserves) and advance rates may be adjusted
          from time to time in the sole and reasonable judgment of the
          Administrative Agent, with any changes in such standards to become
          effective three Business Days after delivery of notice thereof by the
          Administrative Agent to the Borrower.

               "Borrowing Base Certificate" means a certificate substantially in
          the form of Exhibit G hereto signed by a Financial Officer.

               "Borrowing Base Release Date" means the date specified by the
          Borrower in a notice to the Administrative Agent (which notice shall
          be delivered not later than 5 days and not earlier than 15 days before
          such specified date) as the "Borrowing Base Release Date" for purposes
          hereof (which date will result, inter alia, (x) in the removal of the
          requirement that the Secured Obligations Amount not exceed the
          Borrowing Base and (y) in the reinstatement of the covenants set forth
          in Sections 6.12(a) and 6.12(c), and adjustments to the requirements
          of Section 6.12(b)).

               Notwithstanding the foregoing, for any such notice to be
          effective, the Borrower shall concurrently deliver a certificate of a
          Financial Officer to the effect that (i) on the

<PAGE>

          date of the delivery of such notice, no Default shall have occurred
          and be continuing and (ii) setting forth calculations in form and
          detail satisfactory to the Administrative Agent demonstrating
          compliance with the requirements of Section 6.12 as at the last day of
          the most recent fiscal quarter of the Borrower under the assumption
          that the Borrowing Base Release Date had occurred prior to such last
          day.

               "Commitment" means, with respect to each Lender, the commitment
          of such Lender to make Revolving Loans and to acquire participations
          in Letters of Credit and Swingline Loans hereunder, expressed as an
          amount representing the maximum aggregate amount of such Lender's
          Revolving Credit Exposure hereunder, as such commitment may be (a)
          reduced from time to time pursuant to Section 2.08 and (b) reduced or
          increased from time to time pursuant to assignments by or to such
          Lender pursuant to Section 10.04 (and the "Commitment" of any Lender
          shall be deemed to include its Dollar Sub-Commitment and its
          Multicurrency Sub-Commitment, if any). The initial amount of each
          Lender's Commitment, after giving effect to Amendment No. 3 hereto, is
          set forth on Schedule 2.01 to Amendment No. 3, or in the Assignment
          and Acceptance pursuant to which such Lender shall have assumed its
          Commitment, as applicable. The initial amount of the Total Commitment
          (including the Total Dollar Sub-Commitment and the Total Multicurrency
          Sub-Commitment), after giving effect to Amendment No. 3 hereto, is
          $900,000,000.

               "Dollar Lender" means (a) on the Amendment No. 3 Effective Date,
          the Lenders having Dollar Sub-Commitments on Schedule 2.01 to
          Amendment No. 3 hereto under the heading "Dollar Lenders" and (b)
          thereafter, the Lenders from time to time holding Loans made pursuant
          to Dollar Sub-Commitments or holding Dollar Sub-Commitments, after
          giving effect to any assignments thereof permitted by Section
          10.04(b).

               "Dollar Sub-Commitment" means, as to each Dollar Lender, the
          obligation of such Dollar Lender to make Revolving Loans and to
          acquire participations in Letters of Credit hereunder, expressed as an
          amount representing the maximum aggregate amount of such Lender's
          Revolving Dollar Credit Exposure hereunder, as such commitment may be
          (a) reduced from time to time pursuant to Section 2.08 and (b) reduced
          or increased from time to time pursuant to assignments by or to such
          Lender pursuant to Section 10.04. The initial amount of each Lender's
          Dollar Sub-Commitment, after giving effect to Amendment No. 3 hereto,
          is set forth on Schedule 2.01 to Amendment No. 3 hereto, or in the
          Assignment and Acceptance pursuant to which such Lender shall have
          assumed its Dollar Sub-Commitment, as applicable. The initial
          aggregate amount of the Total Dollar Sub-Commitment, after giving
          effect to Amendment No. 3 hereto, is $860,000,000.

               "Eligible Inventory" means, as at any date with respect to any
          Person, all Inventory (i) that is owned by (and in the possession or
          under the control of) such Person as at such date, (ii) that is
          located in a jurisdiction in the United States of America, (iii) as to
          which (before the Security Termination Date) appropriate Uniform
          Commercial Code financing statements have been filed naming such
          Person as "debtor" and the Collateral Agent as "secured party", and
          over which (before the Security Termination Date) the Collateral Agent
          has a perfected security interest subject to no prior or equal Lien
          (other

<PAGE>

          than the pari passu security interest securing the Pari Passu Debt),
          subject to Section 10.13, (iv) that meets all standards imposed by any
          governmental agency or department or division thereof having
          regulatory authority over such inventory, its use or sale, (v) for
          which such Person has made full and final payment and (vi) that is
          currently usable in the manufacturing process or saleable in the
          normal course of such Person's business without any notice to, or
          consent of, any governmental agency or department or division thereof
          (excluding however, except to the extent that the Required Lenders
          otherwise agree (x) any such Inventory that is in transit and (y) with
          respect to any specific customer or third-party processor, any such
          Inventory that has been shipped to a customer of such Person,
          including third-party processors, even if on a consignment or "sale or
          return" basis, and excluding repair and replacement parts for
          machinery and equipment). Notwithstanding anything in clause (vi) of
          the foregoing sentence to the contrary (but subject to clauses (i)
          through (v) of the foregoing sentence), Eligible Inventory shall
          include but not be limited to (x) all barrows, gilts, boars, sows,
          feeder pigs, suckling pigs, nursery pigs and commercial sows and
          boars, multiplier hogs, nucleus hogs and other hogs (collectively,
          "Hogs") and (y) all calves and steers (collectively, "Cattle"), in
          each case at the time of determination owned and being raised at
          facilities owned by such Person or at facilities subject to an
          exclusive contract with such Person (i.e., the operator of such
          facility has no similar contract with any other Person) for the
          feeding and raising of Hogs or Cattle.

               "Eligible Receivables" means, as at any date with respect to any
          Person, the aggregate amount of all accounts (as defined in the
          Uniform Commercial Code) of such Person arising from the sale by such
          Person of Inventory in the ordinary course of its business and (before
          the Security Termination Date) over which the Collateral Agent has a
          perfected security interest subject to no prior or equal Lien (other
          than the pari passu security interest securing the Pari Passu Debt),
          subject to Section 10.13, other than the following (determined without
          duplication):

                    (a) any account not payable in Dollars,

                    (b) any account that is not paid within 60 days after the
               date of the invoice for the related inventory,

                    (c) any account owing from a subsidiary or Affiliate of such
               Person,

                    (d) any account (other than an LC-Backed Receivable) owing
               from an account debtor whose principal place of business is
               located outside of the United States of America, provided that
               the aggregate amount of accounts that are not excluded from the
               definition of "Eligible Receivables" pursuant to this clause (d)
               by virtue of their constituting LC-Backed Receivables (other than
               LC-Backed Receivables the related letter of credit for which has
               been delivered to the Collateral Agent in pledge under the
               Security Agreement) may not exceed 10% of the Borrowing Base,

<PAGE>

                    (e) any account owing from an account debtor that is
               insolvent or the subject of a bankruptcy case,

                    (f) any account that is more than 28 days past due,

                    (g) all accounts of any account debtor if more than 20% of
               the aggregate amount of the accounts owing from such account
               debtor are more than 28 days past due,

                    (h) all accounts owing from any account debtor if the
               accounts owing from such account debtor and its Affiliates at the
               time exceed 10% of all accounts then payable to the Obligors,

                    (i) any account as to which there is any unresolved dispute
               with the respective account debtor (but only to the extent of the
               amount thereof in dispute),

                    (j) any account evidenced by an instrument (as defined in
               the Uniform Commercial Code) not in the possession of the
               Collateral Agent and containing all necessary endorsements,

                    (k) any account representing an obligation for goods sold on
               consignment, approval or a sale-or-return basis or subject to any
               other repurchase, return or offset arrangement,

                    (l) any amount as to which there is an offsetting liability
               from the Borrower, any Subsidiary or any Affiliate of the
               Borrower (but only to the extent of the amount of such offsetting
               liability), and

                    (m) all amounts reserved by any Subsidiary or Affiliate of
               the Borrower related to advertising and promotional programs for
               the respective account debtor (excluding general promotional
               reserves that are not reserved on a specific account basis).

               "LC-Backed Receivable" means an account (as defined in the
          Uniform Commercial Code) to the extent that the payment thereof is
          backed by a letter of credit issued for account of the related account
          debtor, or confirmed, by a domestic office of a commercial bank
          organized under the laws of the United States of America or any state
          thereof the short term deposits of which are rated A-1 or better by
          S&P or P-1 by Moody's.

               "Multicurrency Lender" means (a) on the Amendment No. 3 Effective
          Date, the Lenders having Multicurrency Sub-Commitments on Schedule
          2.01 to Amendment No. 3 hereto under the heading "Multicurrency
          Lenders" and (b) thereafter, the Lenders from time to time holding
          Loans made pursuant to Multicurrency Sub-Commitments or holding
          Multicurrency Sub-Commitments, after giving effect to any assignments
          thereof permitted by Section 10.04(b).

<PAGE>

               "Multicurrency Sub-Commitment" means, as to each Multicurrency
          Lender, the obligation of such Multicurrency Lender to make Revolving
          Loans and to acquire participations in Letters of Credit hereunder, in
          each case, denominated in Dollars or in an Approved Foreign Currency,
          expressed as a Dollar amount representing the Dollar Equivalent of the
          maximum aggregate amount of such Lender's Revolving Multicurrency
          Credit Exposure hereunder, as such commitment may be (a) reduced from
          time to time pursuant to Section 2.08 and (b) reduced or increased
          from time to time pursuant to assignments by or to such Lender
          pursuant to Section 10.04. The initial amount of each Lender's
          Multicurrency Sub-Commitment, after giving effect to Amendment No. 3
          hereto, is set forth on Schedule 2.01 to Amendment No. 3 hereto, or in
          the Assignment and Acceptance pursuant to which such Lender shall have
          assumed its Multicurrency Sub-Commitment, as applicable. The initial
          aggregate amount of the Total Multicurrency Sub-Commitment, after
          giving effect to Amendment No. 3 hereto, is $40,000,000.

               "Secured Obligations Amount" means, at any time, the sum of the
          aggregate amount of the Revolving Credit Exposures of all of the
          Lenders plus the aggregate principal amount of all Pari Passu Debt
          then outstanding plus the aggregate principal amount (as defined in
          the definition of "Material Indebtedness" herein) of the obligations
          of the Borrower and its Subsidiaries under Hedging Agreements that are
          Hedging Obligations under and as defined in the Security Agreement.

               "Total Commitment" means, at any time, the aggregate amount of
          the Commitments as in effect at such time minus, prior to the date on
          which the Borrower shall furnish a complete audit of the Borrowing
          Base to the Lenders pursuant to Section 5.01(f), $150,000,000.

               2.03. Commitments. Section 2.01 of the Credit Agreement shall be
     amended to read in its entirety as follows:

               "SECTION 2.01. Commitments. Subject to the terms and conditions
          set forth herein:

                   (a) each Dollar Lender agrees to make Revolving Loans to the
               Borrower in Dollars from time to time during the Availability
               Period in an aggregate principal amount (i) that will not result
               in such Lender's Revolving Dollar Credit Exposure exceeding such
               Lender's Dollar Sub-Commitment, or the sum of the total Revolving
               Credit Exposures exceeding the Total Commitment and (ii) that,
               before the Borrowing Base Release Date, will not result in the
               Secured Obligations Amount exceeding the Borrowing Base; and

                   (b) each Multicurrency Lender agrees to make Revolving Loans
               to the Borrower in Dollars or one or more Approved Foreign
               Currencies from time to time during the Availability Period in an
               aggregate principal amount (i) that will not result in such
               Lender's Revolving Multicurrency Credit Exposure exceeding such
               Lender's Multicurrency Sub-Commitment, or the sum of the total
               Revolving

<PAGE>

          Credit Exposures exceeding the Total Commitment and (ii) that, before
          the Borrowing Base Release Date, will not result in the Secured
          Obligations Amount exceeding the Borrowing Base.

     Within the foregoing limits and subject to the terms and conditions set
     forth herein, the Borrower may borrow, prepay and reborrow Revolving
     Loans."

          2.04. Swingline Loans. Section 2.04(a) of the Credit Agreement shall
be amended to read in its entirety as follows:

          "(a)  Obligation of Swingline Lender. Subject to the terms and
     conditions set forth herein, the Swingline Lender agrees to make Swingline
     Loans to the Borrower from time to time during the Availability Period, in
     Dollars, in an aggregate principal amount at any time outstanding that will
     not result in (i) the aggregate principal amount of outstanding Swingline
     Loans exceeding $15,000,000, (ii) the sum of the total Revolving Dollar
     Credit Exposures exceeding the Total Dollar Sub-Commitment, (iii) the
     Secured Obligations Amount exceeding the Borrowing Base at any time before
     the Borrowing Base Release Date or (iv) the sum of the total Revolving
     Credit Exposures exceeding the Total Commitment; provided that the
     Swingline Lender shall not be required to make a Swingline Loan to
     refinance an outstanding Swingline Loan. Within the foregoing limits and
     subject to the terms and conditions set forth herein, the Borrower may
     borrow, prepay and reborrow Swingline Loans."

          2.05. Letters of Credit. Section 2.05(b) of the Credit Agreement, and
the first paragraph of Section 2.05(j) of the Credit Agreement, shall each be
amended to read in their entirety as follows:

          "(b)  Requests for Letters of Credit. To request the issuance of a
     Letter of Credit (or the amendment, renewal or extension of an outstanding
     Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit
     by electronic communication, if arrangements for doing so have been
     approved by the relevant Issuing Bank) to the relevant Issuing Bank and the
     Administrative Agent (reasonably in advance of the requested date of
     issuance, amendment, renewal or extension) a notice requesting the issuance
     of a Letter of Credit, or identifying the Letter of Credit to be amended,
     renewed or extended, the date of issuance, amendment, renewal or extension,
     the date on which such Letter of Credit is to expire (which shall comply
     with paragraph (c) of this Section 2.05), the Currency (which shall be
     Dollars or an Approved Foreign Currency) and amount of such Letter of
     Credit, the name and address of the beneficiary thereof, whether such
     Letter of Credit is to be made under the Dollar Sub-Commitments or the
     Multicurrency Sub-Commitments and such other information as shall be
     necessary to prepare, amend, renew or extend such Letter of Credit. If
     requested by the relevant Issuing Bank, the Borrower also shall submit a
     letter of credit application on the such Issuing Bank's standard form in
     connection with any request for a Letter of Credit. A Letter of Credit
     shall be issued, amended, renewed or extended only if (and upon issuance,
     amendment, renewal or extension of each Letter of Credit the Borrower shall
     be deemed to represent and warrant that), after giving effect to such
     issuance, amendment,

<PAGE>

          renewal or extension (i) the Dollar LC Exposure shall not exceed
          $125,000,000 and the total Revolving Dollar Credit Exposures shall not
          exceed the Total Dollar Sub-Commitment, (ii) the Multicurrency LC
          Exposure shall not exceed $10,000,000 or the Foreign Currency
          Equivalent thereof and the total Revolving Multicurrency Credit
          Exposures shall not exceed the Total Multicurrency Sub-Commitment,
          (iii) the Secured Obligations Amount shall not exceed the Borrowing
          Base at any time before the Borrowing Base Release Date and (iv) the
          sum of the total Revolving Credit Exposures shall not exceed the Total
          Commitment."

               "(j) Cash Collateral. If (i) any Event of Default shall have
          occurred and be continuing, (ii) the aggregate amount of Revolving
          Dollar Credit Exposure of all Dollar Lenders hereunder exceeds the
          Total Dollar Sub-Commitment, (iii) the aggregate amount of Revolving
          Multicurrency Credit Exposure of all Multicurrency Lenders hereunder
          exceeds the Total Multicurrency Sub-Commitment or (iv) at any time
          before the Borrowing Base Release Date, the Secured Obligations Amount
          exceeds the then-current Borrowing Base, then on the Business Day that
          the Borrower receives notice from the Administrative Agent or the
          Required Lenders (or, if the maturity of the Loans has been
          accelerated, Lenders with LC Exposure representing greater than 50% of
          the total LC Exposure) demanding the deposit of cash collateral
          pursuant to this paragraph, the Borrower shall deposit in an account
          with the Administrative Agent, in the name of the Administrative Agent
          and for the benefit of the Lenders, an amount in Dollars equal to (x)
          in the case of the foregoing clause (i), the LC Exposure as of such
          date, converting the aggregate Multicurrency LC Exposure into the
          Dollar Equivalent thereof at that date, and (y) in the case of the
          foregoing clauses (ii), (iii) and (iv), the amount of the relevant
          excess plus (in each of the cases referred to in the foregoing clauses
          (i), (ii), (iii), and (iv)) any accrued and unpaid interest thereon;
          provided that the obligation to deposit such cash collateral shall
          become effective immediately, and such deposit shall become
          immediately due and payable, without demand or other notice of any
          kind, upon the occurrence of any Event of Default with respect to the
          Borrower described in clause (h) or (i) of Article VII. Such deposit
          shall be held by the Administrative Agent as collateral for the
          payment and performance of the obligations of the Borrower under this
          Agreement."

               2.06. Mandatory Prepayments. Section 2.10(b) of the Credit
Agreement shall be amended to read in its entirety as follows:

               "(b)  Mandatory Prepayments. The Borrower shall from time to time
          prepay the Revolving Loans and Swingline Loans (and/or provide cover
          for LC Exposure as specified in Section 2.05(j)) in such amounts as
          shall be necessary so that at all times the Secured Obligations Amount
          shall not exceed the Borrowing Base at any time before the Borrowing
          Base Release Date, such amounts to be applied, first, to Swingline
          Loans outstanding, second, to Revolving Loans outstanding and, third,
          as cover for LC Exposure outstanding.

               On each date on which a Borrowing Base Certificate or other
          certificate is delivered pursuant to Section 5.01(f), the Borrower
          shall (as provided in Section 5.01(f))

<PAGE>

          determine the aggregate Revolving Credit Exposure (taking into account
          the Dollar Equivalent of the aggregate amount of Revolving Credit
          Loans denominated in any Approved Foreign Currency), and shall provide
          the Administrative Agent with a copy of such determination. In
          addition, promptly upon the receipt by the Administrative Agent of a
          Currency Valuation Notice (as defined below), the Administrative Agent
          shall (and at any time at the Administrative Agent's option, the
          Administrative Agent may) similarly determine the aggregate Revolving
          Credit Exposure. Upon receipt of any such determination from the
          Borrower, and upon its making any such determination, the
          Administrative Agent shall promptly notify the Lenders thereof (and in
          the case of any such determination by the Administrative Agent, the
          Borrower). If on the date of any such determination the aggregate
          Revolving Credit Exposure exceeds 105% of the aggregate amount of the
          Commitments as then in effect, the Borrower shall, if requested by the
          Required Lenders (through the Administrative Agent), prepay the
          Revolving Loans and Swingline Loans (and/or provide cover for LC
          Exposure as specified in Section 2.05(j)) in such amounts as shall be
          necessary so that after giving effect thereto, the aggregate Revolving
          Credit Exposure does not exceed the Commitments. For purposes hereof,
          "Currency Valuation Notice" means a notice given by the Required
          Lenders stating that such notice is a "Currency Valuation Notice" and
          requesting that the Administrative Agent determine the Dollar
          Equivalent of the aggregate Revolving Credit Exposure. The
          Administrative Agent shall not be required to make more than one
          valuation determination pursuant to a Currency Valuation Notice during
          any rolling three-month period.

               For the purpose of the determinations in this paragraph (b), the
          outstanding principal amount of any Loan that is denominated in an
          Approved Foreign Currency shall be deemed to be the Dollar Equivalent
          of the amount in the Currency of such Loan, determined as of the date
          of such determination or, in the case of a Currency Valuation Notice
          received by the Administrative Agent prior to 11:00 a.m., New York
          City time, on a Business Day, on such Business Day or, in the case of
          a Currency Valuation Notice otherwise received, on the first Business
          Day after such Currency Valuation Notice is received."

               2.07. Reporting Requirements. Section 5.01(f) of the Credit
Agreement shall be amended, and a new Section 5.01(g) shall be added to the
Credit Agreement (and the existing Section 5.01(g) of the Credit Agreement shall
be relettered to be Section 5.01(h)), each to read in its entirety as follows:

               "(f)  as soon as available and in any event within 7 Business
          Days after the end of each monthly accounting period (i) if such
          accounting period ends before the Borrowing Base Release Date, a
          Borrowing Base Certificate certifying as to the Borrowing Base as at
          the last day of such accounting period accompanied by supporting
          documentation and other supplemental reports as reasonably requested
          by the Administrative Agent and (ii) a certificate of a Financial
          Officer in form and detail satisfactory to the Administrative Agent
          setting forth a determination of the aggregate Revolving Credit
          Exposure as at the last day of such monthly accounting period (taking
          into account the Dollar Equivalent of

<PAGE>

     the aggregate amount of Revolving Credit Loans denominated in any Approved
     Foreign Currency);"

          "(g) as soon as available and in any event within 90 days after the
     end of each fiscal year of the Borrower that ends before the Borrowing Base
     Release Date (and at such other times as may be requested by the
     Administrative Agent), a collateral audit report (prepared at the expense
     of the Borrower) of an independent collateral auditor (which may be, or be
     affiliated with, one of the Lenders), approved by the Administrative Agent,
     with respect to the Receivables and Inventory components included in the
     Borrowing Base which report shall indicate that, based upon a review by
     such auditors of the Receivables (including, without limitation,
     verification with respect to the amount, aging, identity and credit of the
     respective account debtors and the billing practices of the Borrower and
     its Subsidiaries) and Inventory (including, without limitation,
     verification as to the value, location and respective types), the
     information set forth in the Borrowing Base Certificate then most recently
     received by the Administrative Agent hereunder is accurate and complete in
     all material respects and whether or not a Trigger Date (as such term is
     defined in Section 10.13 hereof) has occurred; and"

          2.08. Inspection Rights. Section 5.06 of the Credit Agreement shall be
amended to read in its entirety as follows:

          "SECTION 5.06. Books and Records; Inspection Rights. The Borrower
     will, and will cause each of its Subsidiaries to, keep proper books of
     record and account in which full, true and correct entries are made of all
     dealings and transactions in relation to its business and activities. The
     Borrower will, and will cause each of its Subsidiaries to, permit any
     representatives designated by the Administrative Agent or any Lender, upon
     reasonable prior notice, to visit and inspect its properties, to examine
     and make extracts from its books and records, and to discuss its affairs,
     finances and condition with its officers and independent accountants, all
     at such reasonable times and as often as reasonably requested.

          Without limiting the generality of the foregoing, the Borrower
     acknowledges that the representatives designated by the Administrative
     Agent or any Lender may include any consultants, accountants, lawyers and
     appraisers retained by the Administrative Agent, and that such
     representatives may conduct evaluations and appraisals (including but not
     limited to independent inventory appraisals) of the Borrower's computation
     of the Borrowing Base and the assets included in the Borrowing Base and
     such other assets and properties of the Borrower or its Subsidiaries as the
     Administrative Agent may require, all at such reasonable times and as often
     as reasonably requested."

          2.09. Fundamental Changes. Section 6.03(b) of the Credit Agreement
shall be amended to read in its entirety as follows:

          "(b)  Acquisitions and Joint Ventures. The Borrower will not, and will
     not permit any of its Subsidiaries to invest in any Joint Venture or
     consummate any Acquisition,

<PAGE>

     unless immediately prior to such Acquisition or investment in any Joint
     Venture and after giving effect thereto, no Default shall have occurred and
     be continuing, and:

                (i)  (a) such transaction is an Acquisition and such Acquisition
          (if by purchase of assets, merger or consolidation) is effected in
          such manner that the acquired business, and the related assets, are
          owned either by the Borrower or a Subsidiary and, if effected by
          merger or consolidation involving the Borrower, the Borrower is the
          continuing or surviving entity and, if effected by merger or
          consolidation involving a Subsidiary, the continuing or surviving
          entity is a Subsidiary; or (b) such transaction is an Acquisition and
          such Acquisition (if by purchase of stock or partner, member or other
          ownership interests) is effected in such manner so that the acquired
          entity becomes a Subsidiary; and

                (ii) such transaction is an Acquisition or a Joint Venture and
          immediately after giving effect to such Acquisition or Joint Venture
          (x) the Borrower is in compliance with Section 6.12 (the determination
          of such compliance to be calculated on a pro forma basis, as at the
          end of the fiscal quarter most recently ended prior to the date of
          such Acquisition or Joint Venture for which financial statements of
          the Borrower and its Subsidiaries are available, under the assumption
          that such Acquisition or Joint Venture and any other Acquisitions or
          Joint Ventures consummated during the twelve-month period ending on
          such date shall have occurred, and any Indebtedness in connection
          therewith shall have been incurred, at the beginning of the applicable
          period, and under the assumption that interest for such period had
          been equal to the actual weighted average interest rate in effect for
          the Loans hereunder on the date of such Acquisition or Joint Venture)
          and, in the event that the aggregate amount of expenditures in respect
          of such Acquisition or Joint Venture and of all prior Acquisitions and
          Joint Ventures made during a single fiscal year and not covered by a
          certificate delivered under this subclause (ii) exceeds $100,000,000,
          the Borrower shall have delivered to the Administrative Agent a
          certificate of a Financial Officer showing calculations in reasonable
          detail to demonstrate compliance with this subclause (ii) and
          certifying that prior to such acquisition and after giving effect
          thereto, no Default shall have occurred and be continuing and (y) if
          such transaction is consummated before the Borrowing Base Release Date
          and the aggregate amount of expenditures in respect of such
          Acquisition or Joint Venture and of all prior Acquisitions and Joint
          Ventures made during a single fiscal year exceeds $20,000,000, then,
          immediately after giving effect to such Acquisition or Joint Venture
          (and any borrowings hereunder made in connection therewith), the
          excess of (A) the lesser of the Borrowing Base and the aggregate
          Commitments hereunder at such time minus (B) the Secured Obligations
          Amount shall not be less than $150,000,000."

          2.10. Financial Covenants. Section 6.12 of the Credit Agreement shall
be amended to read in its entirety as follows:

          "(a) Consolidated Leverage Ratio. The Borrower will not, as at any
     date on or after the Borrowing Base Release Date, permit the ratio of
     Consolidated Total Funded Debt as at such date to Consolidated EBITDA for
     the period of four fiscal quarters

<PAGE>

     ending on or most recently ended prior to such date, to be more than the
     following respective amounts at any time during the following respective
     periods:

<TABLE>
<CAPTION>
                        Period                                                        Ratio
                        ------                                                        -----
                <S>                                                                 <C>
                From Amendment No. 3 Effective
                  Date through last day of the fiscal
                  quarter ending July 27, 2003                                      4.50 to 1

                From the day immediately following last day of fiscal
                  quarter ending July 27, 2003 through last day of
                  fiscal quarter ending

                  October 26, 2003                                                  4.00 to 1

                From the day immediately following last
                  day of fiscal quarter ending October 26,
                  2003 and all times thereafter                                     3.75 to 1
</TABLE>

          (b)   Consolidated Interest Coverage Ratio. The Borrower will not
     permit the ratio of Consolidated EBITDA to Consolidated Interest Expense
     for any period of four consecutive fiscal quarters of the Borrower (i)
     ending before the Borrowing Base Release Date, to be less than 2.50 to 1 or
     (ii) ending on or after the Borrowing Base Release Date, to be less than
     3.00 to 1.

          (c)   Inventory and Receivables. The Borrower will not, on any date
     falling on or after the Borrowing Base Release Date, permit the ratio of
     (i) the sum of (x) if such date falls prior to the Security Termination
     Date, the aggregate amount of inventory and accounts receivable of the
     Borrower and the Subsidiary Guarantors subject to the Lien of the Security
     Agreement or (y) if such date falls on or after the Security Termination
     Date, the aggregate amount of inventory and accounts receivable owned by
     the Borrower and the Subsidiary Guarantors to (ii) the aggregate Revolving
     Credit Exposure of the Lenders under this Agreement at such date to be less
     than 1.30 to 1."

          2.11. Amendments. Section 10.02(b) of the Credit Agreement shall be
     amended by (i) the deleting the word "or" at the end of clause (vii)
     therein, (ii) adding a new clause (viii) therein to read in its entirety as
     follows, and (iii) relettering the existing clause (viii) as clause (ix):

          "(viii) change the reference to 75% in the definition of "Borrowing
     Base" to a higher percentage without the written consent of each Lender,
     or"

          2.12. Expenses. Section 10.03(a) of the Credit Agreement shall be
     amended to read in its entirety as follows:

          "(a)  Expenses. The Borrower shall pay (i) all reasonable
     out-of-pocket expenses incurred by the Administrative Agent and its
     Affiliates, including the reasonable fees, charges and disbursements of
     counsel for the Administrative Agent, in connection with

<PAGE>

     the administration of this Agreement and the other Loan Documents or any
     amendments, modifications or waivers of the provisions hereof or thereof
     (whether or not the transactions contemplated hereby or thereby shall be
     consummated), (ii) all reasonable out-of-pocket expenses incurred by the
     Issuing Bank in connection with the issuance, amendment, renewal or
     extension of any Letter of Credit or any demand for payment thereunder,
     (iii) all reasonable fees (including reasonable and customary internally
     allocated fees and expenses of employees of the Administrative Agent as to
     which invoices have been furnished) and expenses of any such
     representatives retained by the Administrative Agent as to which invoices
     have been furnished to conduct any evaluation or appraisal of the assets of
     the Borrower included in the Borrowing Base and (iv) all out-of-pocket
     expenses incurred by the Administrative Agent, the Issuing Bank or any
     Lender, including the fees, charges and disbursements of any counsel for
     the Administrative Agent, any Issuing Bank or any Lender, in connection
     with the enforcement or protection of its rights in connection with this
     Agreement and the other Loan Documents, including its rights under this
     Section 10.03, or in connection with the Loans made or Letters of Credit
     issued hereunder, including all such out-of-pocket expenses incurred during
     any workout, restructuring or negotiations in respect of such Loans or
     Letters of Credit."

          2.13. Perfection of Security Interests. Section 10.13 of the Credit
Agreement shall be amended to read in its entirety as follows:

          "SECTION 10.13. Perfection of Security Interests. Notwithstanding
     anything contained herein or in any Security Document to the contrary,
     neither the Borrower nor any of its Subsidiaries shall be responsible for
     the failure of the Lien created by the Security Agreement to be first
     priority and perfected (a) to the extent that such failure results from the
     failure by the Collateral Agent to file continuation statements under the
     Uniform Commercial Code in respect of such Lien, (b) before the Borrowing
     Base Release Date, to the extent that such failure relates to Liens over
     letters of credit supporting LC-Backed Receivables, provided that the
     aggregate amount of LC-Backed Receivables in respect of which such Liens
     over the related letters of credit are not perfected does not exceed 10% of
     the Borrowing Base, (c) before the Borrowing Base Release Date, to the
     extent that such failure relates to Liens over Eligible Receivables and
     results from such Eligible Receivables being due from Governmental
     Authorities, provided that the amount of the Borrowing Base attributable to
     such Eligible Receivables shall not exceed the greater of $20,000,000 or 5%
     of the amount of the Borrowing Base in the aggregate or (d) on or after the
     Borrowing Base Release Date, to the extent that such failure relates to
     Liens over receivables and results from such receivables being due from
     Governmental Authorities.

          If, as determined by a report of an independent collateral auditor
     referred to in Section 5.01(g) hereof, the amount of Collateral subject to
     any such failure exceeds any relevant amount referred to in clause (a) or
     (b) of the preceding sentence, then, (i) on any such date (each, a "Trigger
     Date") that the Borrower determines that such excess exists, the Borrower
     shall immediately notify the Administrative Agent and the Collateral Agent
     of such event, (ii) the Borrower shall furnish to the Administrative Agent
     on such Trigger Date a Borrowing Base Certificate calculated on the basis
     of the Borrowing Base

<PAGE>

     Certificate most recently furnished hereunder but recalculating the
     Borrowing Base with pro forma adjustments reflecting the exclusion of such
     excess Collateral from the Eligible Receivables or Eligible Inventory, as
     the case may be, (iii) the Borrower shall forthwith on such Trigger Date
     comply with its obligations under Section 2.10(b) after giving effect to
     the Borrowing Base as so calculated and (iv) not later than 30 days
     following such Trigger Date, the Borrower shall have taken such action as
     shall be necessary to eliminate such excess. If the Borrower is in
     compliance with the preceding sentence, then (x) except as expressly
     provided in the preceding sentence, no account or Inventory shall be
     excluded from Eligible Receivables or Eligible Inventory, as the case may
     be, (y) no Obligor shall be deemed to have breached any covenant or made
     any untrue representation or warranty and (z) no Default or Event of
     Default shall be deemed to have occurred or be continuing, in each of the
     cases referred to in the foregoing clauses (x), (y) and (z) solely because
     any Lien created by the Security Agreement shall fail to be a first
     priority perfected Lien if such failure is described in clause (a) or (b)
     of the first sentence or this Section 10.13; except that, notwithstanding
     the preceding provisions of this Section 10.13, the Borrower shall from
     time to time upon the request of the Administrative Agent or the Required
     Lenders deliver or cause to be delivered to the Collateral Agent in pledge
     under the Security Agreement the letters of credit supporting LC-Backed
     Receivables."

          2.14. Schedule 2.01. Schedule 2.01 to the Credit Agreement shall be
amended to read in its entirety as Schedule 2.01 hereto.

          2.15. Exhibit G. A new Exhibit G shall be added to the Credit
Agreement to read in its entirety as Exhibit G hereto.

          Section 3. Amendments to Security Agreement. Effective as of the
Amendment No. 3 Effective Date, the Security Agreement shall be amended as
follows:

          3.01. References Generally. References in the Security Agreement
(including references to the Security 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 Security Agreement as amended
hereby.

          3.02. Definitions. The definition of "Hedging Agreement" in Section 1
of the Security Agreement is hereby deleted and a new definition of "Financial
Hedging Agreement" is hereby added in its appropriate alphabetical location in
Section 1 of the Security Agreement to read in its entirety as follows, and all
references to "Hedging Agreement" or "Hedging Agreements" in the Security
Agreement (other than the reference to "Hedging Agreements" in the second
paragraph of the introduction thereto) shall be deemed to be references to
"Financial Hedging Agreement" or "Financial Hedging Agreements", as the case may
be:

          "Financial Hedging Agreement" shall mean any Hedging Agreement, other
     than any Hedging Agreement that is intended to hedge the price, or provide
     for the future delivery or sale, of commodities.

<PAGE>

          Section 4. 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. 3.

          Section 5. Condition Precedent. The amendments set forth in Sections 2
and 3 above shall not become effective until the date (the "Amendment No. 3
Effective Date"), on which the Administrative Agent shall notify the Borrower
that each of the following conditions is satisfied:

          (a) Execution of Agreement. The Administrative Agent shall have
     received from each Obligor, each New Lender and the Required Lenders either
     (i) a counterpart of this Agreement signed on behalf of such party or (ii)
     written evidence satisfactory to the Administrative Agent (which may
     include telecopy transmission of a signed signature page of this Agreement)
     that such party has signed a counterpart of this Agreement.

          (b) Corporate Documents. The Administrative Agent shall have received
     such documents and certificates as the Administrative Agent or its counsel
     may reasonably request relating to the organization, existence and good
     standing of each Obligor, the authorization of this Amendment No. 3 and the
     Transactions as amended hereby, and any other legal matters relating to
     each Obligor, this Amendment No. 3, the other Loan Documents or the
     Transactions, all in form and substance satisfactory to the Administrative
     Agent and its counsel.

          (c) Opinion of Counsel to Obligors. The Administrative Agent shall
     have received a favorable written opinion (addressed to the Administrative
     Agent and the Lenders and dated the Amendment No. 3 Effective Date) of
     McGuire Woods Battle & Boothe LLP, counsel for the Obligors, substantially
     in the form of Exhibit A hereto and covering such other matters relating to
     the Obligors, this Amendment No. 3 or the Transactions as amended hereby,
     as the Required Lenders shall reasonably request (and the Borrower hereby
     requests such counsel to deliver such opinion).

          (d) Fees, Etc. The Administrative Agent shall have received (i) for
     the account of each Lender (other than the New Lenders) that authorizes the
     Administrative Agent to execute this Amendment No. 3 on or before the
     effectiveness of the amendments provided in Section 2 above, an amendment
     fee in an amount equal to 0.10% of the aggregate amount of the Commitment
     of such Lender and (ii) all other fees and other amounts due and payable on
     or prior to the Amendment No. 3 Effective Date, including, to the extent
     invoiced, reimbursement or payment of all out-of-pocket expenses required
     to be reimbursed or paid by the Obligors hereunder.

          (e) Initial Loans. To the extent that, on the Amendment No. 3
     Effective Date any Dollar Loans shall be outstanding under the Credit
     Agreement, the Borrower shall have borrowed from, and each of the Dollar
     Lenders (including the New Lenders, to the extent constituting Dollar
     Lenders) shall have made Dollar Loans to the Borrower, and (notwithstanding
     the provisions of Section 2.17(d) of the Credit Agreement requiring that

<PAGE>

     prepayments be made ratably in accordance with the principal amounts of the
     Dollar Loans held by the Dollar Lenders) the Borrower shall have prepaid
     Dollar Loans held by the Dollar Lenders in such amounts as shall be
     necessary, together with accrued interest and any amounts payable under
     Sections 2.14 and 2.16 of the Credit Agreement, so that after giving effect
     to such Dollar Loans and prepayments, the Dollar Loans shall be held by the
     Dollar Lenders pro rata in accordance with the respective amounts of their
     Dollar Sub-Commitments (as modified hereby).

          In addition, to the extent that, on the Amendment No. 3 Effective Date
     any Multicurrency Loans in any Currency shall be outstanding under the
     Credit Agreement, the Borrower shall have borrowed from, and each of the
     Multicurrency Lenders (including the New Lenders, to the extent
     constituting Multicurrency Lenders) shall have made Multicurrency Loans in
     such Currency to the Borrower, and (notwithstanding the provisions of
     Section 2.17(d) of the Credit Agreement requiring that prepayments be made
     ratably in accordance with the principal amounts of the Multicurrency Loans
     of such Currency held by the Multicurrency Lenders) the Borrower shall have
     prepaid Multicurrency Loans held by the Multicurrency Lenders in such
     amounts as shall be necessary, together with accrued interest and any
     amounts payable under Sections 2.14 and 2.16 of the Credit Agreement, so
     that after giving effect to such Multicurrency Loans and prepayments, the
     Multicurrency Loans in such Currency shall be held by the Multicurrency
     Lenders pro rata in accordance with the respective amounts of their
     Multicurrency Sub-Commitments (as modified hereby).

          (f) Other Documents. The Administrative Agent shall have received such
     other documents as the Administrative Agent or any Lender or Special
     Counsel may reasonably request.

          Section 6. New Lenders. Each Person not heretofore a Lender under the
Credit Agreement that becomes a Lender by operation of this Amendment No. 3
shall, upon the satisfaction of the conditions precedent set forth in Section 4
above, be a "Lender" under and as defined in the Credit Agreement for all
purposes thereof and have the obligations, rights and benefits of a Lender
thereunder, having the Commitment set forth opposite such Lender's name in
Schedule 2.01 hereto. The initial Applicable Lending Office and initial address
for notices under the Credit Agreement for each New Lender is specified in the
Administrative Questionnaire heretofore returned by such Lender to the
Administrative Agent

          Section 7. Miscellaneous. Except as provided herein, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 3 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. 3 by signing any such counterpart. This
Amendment No. 3 shall be governed by, and construed in accordance with, the law
of the State of New York.

<PAGE>

          IN WITNESS WHEREOF, this Amendment No. 3 has been duly executed as of
the date first written above.

                                                SMITHFIELD FOODS, INC.


                                                By /s/ Daniel G. Stevens
                                                   Name: Daniel G. Stevens
                                                   Title: Vice President

                              SUBSIDIARY GUARANTORS

CODDLE ROASTED MEATS, INC.            BROWN'S OF CAROLINA LLC
GWALTNEY OF SMITHFIELD, LTD.          CARROLL'S FOODS LLC
HANCOCK'S OLD FASHIONED               CARROLL'S FOODS OF
  COUNTRY HAM, INC.                     VIRGINIA LLC
IOWA QUALITY MEATS, LTD.              CENTRAL PLAINS FARMS LLC
JOHN MORRELL & CO.                    CIRCLE FOUR LLC
LYKES MEAT GROUP, INC.                MURPHY FARMS LLC
MOYER PACKING COMPANY                 QUARTER M FARMS LLC,
MURCO FOODS, INC.                     each a Delaware limited liability company
NORTH SIDE FOODS CORP.
PACKERLAND PROCESSING
  COMPANY, INC.                       By  MURPHY-BROWN LLC,
PACKERLAND HOLDINGS, INC.                 a Delaware limited liability company,
PATRICK CUDAHY INCORPORATED               as a sole member of each
PREMIUM PORK, INC.
QUIK-TO-FIX FOODS, INC.
STADLER'S COUNTRY HAMS, INC.              By  JOHN MORRELL & CO.,
SUN LAND BEEF COMPANY                         a Delaware corporation,
SUNNYLAND, INC.                               as its sole member
THE SMITHFIELD COMPANIES, INC.
THE SMITHFIELD PACKING
  COMPANY, INCORPORATED                       /s/ Daniel G. Stevens
STEFANO FOODS, INC.                           Name:  Daniel G. Stevens
THE SMITHFIELD HAM AND PRODUCTS               Title: Vice President
COMPANY, INCORPORATED



By /s/ Daniel G. Stevens
   Name:  Daniel G. Stevens
   Title: Vice President

<PAGE>

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


      By  JOHN MORRELL & CO.,                   By  PACKERLAND HOLDINGS,
          a Delaware corporation,                     INC.,
          as its sole member                        a Delaware corporation,
                                                    as its sole member

          /s/ Daniel G. Stevens
          Name:  Daniel G. Stevens                  /s/ Daniel G. Stevens
          Title: Vice President                     Name:  Daniel G. Stevens
                                                    Title: Vice President

                                   NEW LENDERS

                                              COBANK, ACB


                                              By /s/ Kenneth Winlid
                                                Name: Kenneth Warlick
                                                Title: VP

                                     LENDERS


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

By /s/ Gary L. Spevack                        By______________________________
   Name:  Gary L. Spevack                       Name:
   Title: Vice President                        Title:


                                              By______________________________
                                                Name:
                                                Title:

<PAGE>

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


By /s/ William F. Sweeney                  By /s/ Spencer Hughes
   Name: William F. Sweeney                   Name: Spencer Hughes
   Title: Bank of America                     Title: Vice President

BNP PARIBAS                                CAPE FEAR FARM CREDIT, ACA


By /s/ Thomas H. Ambrose                   By /s/ Randy T. Pope
   Name: Thomas H. Ambrose                    Name: Randy T. Pope
   Title: Director                            Title: Vice President

By /s/ Peter Labric
   Name: Peter Labric
   Title: Central Region Manager
CIBC INC.                                  COOPERATIEVE CENTRALE
                                             RAIFFEISEN-BOERENLEENBANK
                                             B.A. "RABOBANK INTERNATIONAL",
                                             NEW YORK BRANCH
By /s/ Dominic J. Sorresso
   Name: Dominic J. Sorresso
   Title: Executive Director
           CIBC World Markets, as Agent    By________________________________
                                             Name:
                                             Title:

                                           By________________________________
                                             Name:
                                             Title:

CREDIT AGRICOLE INDOSUEZ                   MIZUHO CORPORATE BANK, LTD.


By_________________________________        By /s/ Robert Gallagher
  Name:                                       Name: Robert Gallagher
  Title:                                      Title: Vice President

By_________________________________
  Name:
  Title:

<PAGE>

DRESDNER BANK                             FARM CREDIT BANK OF WICHITA
  LATEINAMERIKA AG,
  MIAMI AGENCY

                                          By /s/ Travis W. Ball
By________________________________           Name: Travis W. Ball
  Name:                                      Title: Vice President
  Title:

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


By /s/ Timothy J. Healy                   By /s/ Steven R. Kluemper
   Name: Timothy J. Healy                    Name: Steven R. Kluemper
   Title: Vice President                     Title: Agribusiness Account
                                                     Executive

AGSTAR FINANCIAL SERVICES PCA             WACHOVIA BANK, NATIONAL ASSOCIATION
  d/b/a FCS Commercial Finance Group

                                          By /s/ Anthony D. Braxton
By /s/ James M. Grafing                      Name: Anthony D. Braxton
   Name: James M. Grafing                    Title: Director
   Title: SVP - Syndicated Finance


GENERAL ELECTRIC CAPITAL                  HARRIS TRUST & SAVINGS BANK
  CORPORATION

By /s/ C. Mark Smith                      By /s/ John R. Carley
   Name: C. Mark Smith                       Name: John R. Carley
   Title: Duly Authorized Signatory          Title: Vice President

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

By /s/ Daniel W. Lamprecht                By /s/ Peter Knight
   Name: Daniel W. Lamprecht                 Name: Peter Knight
   Title: Managing Director                  Title: Joint General Manager

<PAGE>

SUNTRUST BANK                              U.S. BANK NATIONAL ASSOCIATION


By /s/ Hugh E. Brown                       By /s/ Kathi Hatch
   Name: Hugh E. Brown                        Name: Kathi Hatch
   Title: Vice President                      Title: Assistant Vice President

By /s/ Lauren P. Carrigan
   Name: Lauren P. Carrigan
   Title: Vice President

</TEXT>
</DOCUMENT>
