<PAGE>

                                                                    EXHIBIT 10.4

                             SMITHFIELD FOODS, INC.

                            AMENDMENT AGREEMENT NO. 2

                                                             As of April 4, 2003

To each of the Current Holders
listed in Annex 1 attached hereto

Ladies and Gentlemen:

     Smithfield Foods, Inc., a Virginia corporation (together with its
respective successors and assigns, the "Issuer") agrees with you as follows:

1.   PRELIMINARY STATEMENTS.

     The Issuer issued and sold:

          (a)  Twenty-Five Million Dollars ($25,000,000) in aggregate principal
     amount of Reset Rate Series O 5/10 Year Senior Secured Notes (as they may
     be amended, restated or otherwise modified from time to time, the "Series O
     Notes"); and

          (b)  Thirty Million Dollars ($30,000,000) in aggregate principal
     amount of its Adjustable Rate Series P 5/10 Year Senior Secured Notes (as
     they may be amended, restated or otherwise modified from time to time, the
     "Series P Notes" and, together with the Series O Notes, collectively, the
     "Notes"),

pursuant to those separate Note Purchase Agreements each dated as of March 1,
2002 between the Issuer and the purchasers named in Annex 1 thereto (as amended
by that certain Amendment Agreement No. 2, dated as of December 31, 2002, the
"Existing Purchase Agreements"). The register kept by the Issuer for the
registration and transfer of the Notes indicates that each of the Persons named
in Annex 1 hereto (collectively, the "Current Holders") is currently a holder of
the original aggregate principal amount of the Notes indicated in such Annex.

2.   DEFINED TERMS.

     Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Existing Purchase Agreements.

3.   AMENDMENTS TO EXISTING PURCHASE AGREEMENTS.

     Subject to Section 5, the Current Holders and the Issuer hereby agree to
each of the amendments to the Existing Purchase Agreements as provided for by
this Amendment Agreement No. 2 (this "Amendment Agreement") in the manner
specified in Exhibit 3 hereto. Such amendments are referred to herein,
collectively, as the "Amendments".

<PAGE>

4.   REPRESENTATIONS AND WARRANTIES OF THE ISSUER.

     To induce you to enter into this Amendment Agreement and to consent to the
Amendments, the Issuer represents and warrants as follows:

     4.1. Material Adverse Effect.

     Since the date of the last audited consolidated financial statements of the
Issuer delivered to each of the Current Holders, no event has occurred or
condition exists which has had, or could reasonably be expected to have, a
Material Adverse Effect.

     4.2. Organization, Power and Authority, etc.

     The Issuer is duly organized and validly existing under the laws of its
jurisdiction of organization and has all requisite corporate power and authority
to enter into and perform its obligations under this Amendment Agreement.

     4.3. Legal Validity.

     The execution and delivery of this Amendment Agreement by the Issuer and
compliance by the Issuer with its obligations hereunder: (a) are within the
corporate powers of the Issuer; and (b) are legal and do not conflict with,
result in any breach of, constitute a default under, or result in the creation
of any Lien upon any Property of the Issuer under the provisions of: (i) any
charter instrument or bylaw to which the Issuer is a party or by which the
Issuer or any of its Property may be bound; (ii) any order, judgment, decree or
ruling of any court, arbitrator or governmental authority applicable to the
Issuer or its Property; or (iii) any agreement or instrument to which the Issuer
is a party or by which the Issuer or any of its Property may be bound or any
statute or other rule or regulation of any governmental authority applicable to
the Issuer or its Property, except where such conflict, breach or default could
not reasonably be expected to have a Material Adverse Effect.

     This Amendment Agreement has been duly authorized by all necessary action
on the part of the Issuer, has been executed and delivered by a duly authorized
officer of the Issuer, and constitutes a legal, valid and binding obligation of
the Issuer, enforceable in accordance with its terms, except that enforceability
may be limited by applicable bankruptcy, reorganization, arrangement,
insolvency, moratorium, or other similar laws affecting the enforceability of
creditors' rights generally and subject to the availability of equitable
remedies.

     4.4. No Defaults.

     Immediately prior to and after giving effect to the Amendments set forth in
this Amendment Agreement, no Default or Event of Default will exist.

5.   EFFECTIVENESS OF AMENDMENTS.

     The Amendments shall become effective as of the first date written above
(the "Effective Date"), if at all, at such time as all of the Current Holders
shall have indicated their written consent to the Amendments by executing and
delivering the applicable counterparts of this

                                        2

<PAGE>

Amendment Agreement. It is understood that any Current Holder may withhold its
consent for any reason, and that, without limitation of the foregoing, each
Current Holder hereby makes the granting of its consent contingent upon
satisfaction of the following conditions:

     5.1. Amendment to Credit Facility.

     Each Current Holder shall have received true and correct copies of the
fully executed amendment (the "Credit Facility Amendment") to the Credit
Facility substantially in the form of Exhibit 5.1 hereto;

     5.2. Amendment of Other Note Agreements.

     Each Current Holder shall have received true and correct copies of the
fully executed amendments (collectively, the "Other Purchase Agreement
Amendments") to those certain separate Note Purchase Agreements, dated as of
June 2, 2000 between the Issuer and each of the purchasers listed on Annex 1
thereto, those certain separate Amended and Restated Note Purchase Agreements,
dated as of October 31, 1999, between the Issuer and each of the noteholders
listed on Annex 1 thereto and those certain separate Note Purchase Agreements,
dated as of October 27, 1999, between the Issuer and each of the purchasers
listed on Annex 1 thereto. Each such amendment shall be substantially in the
form of this Amendment Agreement;

     5.3. Opinion of Counsel.

     The Current Holders shall have received from special counsel to the Issuer,
a closing opinion, dated as of the Effective Date, and in form and substance
satisfactory to the Current Holders. This Section 5.3 shall constitute direction
by the Issuer to such counsel to deliver such closing opinion to the Current
Holders;

     5.4. Amendment Fee.

     The fee to be paid to the Current Holders pursuant to Section 7 of this
Amendment Agreement shall have been paid in full; and

     5.5. Expenses.

     The payment of the expenses to be paid on behalf of the Current Holders
pursuant to Section 8 of this Amendment Agreement (to the extent a statement
therefore has been presented to the Issuer on or prior to the Effective Date)
shall have been paid in full.

6.   CONSENT.

     The Current Holders hereby consent to the execution and delivery of the
Credit Facility Amendment and the Other Purchase Agreement Amendments to the
extent that such consent is required under the terms of the Financing Documents.

7.   AMENDMENT FEE.

                                        3

<PAGE>

     In consideration of the execution and delivery by the Current Holders of
this Amendment Agreement and the consent by the Current Holders to the
Amendments, on or prior to the Effective Date, the Issuer shall have paid to
each of the Current Holders a fee in an amount equal to 0.15% of the aggregate
outstanding principal amount of the Notes held by such Current Holder on March
31, 2003, in the manner and to the accounts specified in the Existing Purchase
Agreements.

8.   EXPENSES.

     Whether or not the Amendments become effective, the Issuer will promptly
(and in any event within thirty (30) days of receiving any statement or invoice
therefor) pay all fees, expenses and costs relating to this Amendment Agreement,
including, but not limited to, the reasonable fees of your special counsel,
Bingham McCutchen LLP, incurred in connection with the preparation, negotiation
and delivery of this Amendment Agreement and any other documents related
thereto. Nothing in this Section 8 shall limit the Issuer's obligations pursuant
to Section 1.5 of the Existing Purchase Agreements.

     9. MISCELLANEOUS.

     9.1. Part of Existing Purchase Agreements; Future References, etc.

     This Amendment Agreement shall be construed in connection with and as a
part of the Existing Purchase Agreements and, except as expressly amended by
this Amendment Agreement, all terms, conditions and covenants contained in the
Existing Purchase Agreements are hereby ratified and shall be and remain in full
force and effect. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Amendment Agreement may refer to the Existing Purchase Agreements without making
specific reference to this Amendment Agreement, but nevertheless all such
references shall include this Amendment Agreement unless the context otherwise
requires.

     9.2. Counterparts.

     This Amendment Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.
Delivery of a facsimile of an executed signature page hereto shall be effective
as delivery of an original.

     9.3. Governing Law.

     THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE
COMMONWEALTH OF VIRGINIA EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
COMMONWEALTH THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION
OTHER THAN SUCH COMMONWEALTH.

   [Remainder of page intentionally left blank. Next page is signature page.]

                                        4

<PAGE>

     If you are in agreement with the foregoing, please so indicate by signing
the acceptance below on the accompanying counterpart of this agreement and
returning it to the Issuer, whereupon it will become a binding agreement among
you and the Issuer.

                                      SMITHFIELD FOODS, INC.

                                      By: /s/ Daniel G. Stevens
                                      Name:  Daniel G. Stevens
                                      Title: Vice President and Chief Financial
                                              Officer

<PAGE>

     The foregoing Amendment Agreement is hereby accepted as of the date first
above written.

JOHN HANCOCK LIFE INSURANCE COMPANY


By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Managing Director

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY


By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Authorized Signatory

INVESTORS PARTNER LIFE INSURANCE COMPANY


By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Authorized Signatory

SIGNATURE 5 L.P.
By:  John Hancock Life Insurance Company, as Portfolio Advisor


By: /s/ David E. Johnson
Name:  David E. Johnson
Title: Managing Director

COBANK, ACB


By: /s/ Kenneth L. Warlick
Name:  Kenneth L. Warlick
Title: Vice President

<PAGE>

     The undersigned consent to the Amendments effected by the foregoing
Amendment Agreement.

CODDLE ROASTED MEATS, INC.
GWALTNEY OF SMITHFIELD, LTD.
HANCOCK'S OLD FASHIONED COUNTRY HAM, INC.
IOWA QUALITY MEATS, LTD.
JOHN MORRELL & CO.
LYKES MEAT GROUP, INC.
MOYER PACKING COMPANY
NORTH SIDE FOODS CORP.
PACKERLAND HOLDINGS, INC.
PACKERLAND PROCESSING COMPANY, INC.
PACKERLAND-PLAINWELL, INC. (f/k/a Murco Foods, Inc.)
PATRICK CUDAHY INCORPORATED
PREMIUM PORK, INC.
QUIK-TO-FIX FOODS, INC.
SFFC, INC.
SMITHFIELD PURCHASE CORPORATION (successor by merger to Carroll's Realty, Inc.)
STADLER'S COUNTRY HAMS, INC.
SUN LAND BEEF COMPANY
SUNNYLAND, INC.
THE SMITHFIELD COMPANIES, INC.
THE SMITHFIELD PACKING COMPANY INCORPORATED

MURPHY-BROWN LLC
By:  John Morrell & Co., as sole member

MURPHY FARMS LLC
QUARTER M FARMS LLC
CARROLL'S FOODS OF VIRGINIA LLC
CARROLL'S FOODS LLC
CIRCLE FOUR LLC
CENTRAL PLAINS FARMS LLC
BROWN'S OF CAROLINA LLC
By:  Murphy-Brown LLC, as sole member
By:  John Morrell & Co., as sole member

BROWN'S FARMS, LLC
By:  Brown's of Carolina LLC, as sole member
By:  Murphy-Brown LLC, as sole member
By:  John Morrell & Co., as sole member

CARROLL'S REALTY PARTNERSHIP
By:  Smithfield Purchase Corporation, as general partner

SMITHFIELD PACKING REAL ESTATE, LLC
By:  The Smithfield Packing Company Incorporated, as sole member

GREAT LAKES CATTLE CREDIT COMPANY, LLC
By:  Packerland Holdings, Inc., as sole member

<PAGE>

SMITHFIELD-CARROLL'S FARMS
By:  Smithfield Purchase Corporation, as general partner

BROWN'S REALTY PARTNERSHIP
By:  Brown's Farms, LLC, its partner
By:  Brown's of Carolina LLC, its sole member and manager
By:  Murphy-Brown LLC, its sole member and manager
By:  John Morrell & Co., as sole member
     and
By:  Smithfield Purchase Corporation, its partner

SMITHFIELD PACKING REALTY PARTNERSHIP
By:  Smithfield Packing Real Estate, LLC, its partner
By:  The Smithfield Packing Company, Incorporated, its sole member and manager
     and
By:  Smithfield Purchase Corporation, its partner


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

<PAGE>

                                     ANNEX 1

                      CURRENT HOLDERS AND PRINCIPAL AMOUNTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                              Aggregate Principal     Aggregate Principal
Name of Current Holder                                         Amount of Series O      Amount of Series P
                                                                       Notes Held              Notes Held
----------------------------------------------------------------------------------------------------------
<S>                                                           <C>                     <C>
John Hancock Life Insurance Company                                   $19,000,000         $           -0-
----------------------------------------------------------------------------------------------------------
John Hancock Variable Life Insurance Company                          $   750,000         $           -0-
----------------------------------------------------------------------------------------------------------
Investors Partner Life Insurance Company                              $   250,000         $           -0-
----------------------------------------------------------------------------------------------------------
Signature 5 L.P.                                                      $ 5,000,000         $           -0-
----------------------------------------------------------------------------------------------------------
CoBank, ACB                                                           $       -0-         $ -30,000,0000-
----------------------------------------------------------------------------------------------------------
</TABLE>

                                    Annex 1-1

<PAGE>

                                                                       EXHIBIT 3

                   AMENDMENTS TO EXISTING PURCHASE AGREEMENTS

1.   Section 1.6 of the Existing Purchase Agreements is hereby amended and
     restated in its entirety to read as follows:

          1.6  Collateral; Release.

          The Notes are secured pursuant to and entitled to all of the benefits
     of the Security Documents. In the event that at any time after the Closing
     Date, except during the Suspension Period, the Company shall have obtained
     an Acceptable Rating in respect of its long-term, senior unsecured debt,
     the Company may give written notice to each holder of Notes (which notice
     shall include copies of the letters to the Company from Moody's and
     Standard & Poor's evidencing that such Acceptable Rating has been in full
     force and effect for the one hundred eighty (180) day period immediately
     preceding the date of such notice and, if such Acceptable Rating is in
     effect during the Suspension Period, for the one hundred eighty (180) day
     period following the conclusion of such Suspension Period) requesting that
     the holders of the Notes direct the Security Trustee to release the
     Collateral from the security interests created by the Security Documents on
     a date specified in such notice (the "Collateral Release Date") that is not
     less than thirty (30) days and not more than sixty (60) days after the date
     of such notice. The holders of the Notes agree to direct the Security
     Trustee to so release the Collateral, provided that the Collateral Release
     Conditions have been satisfied and the holders of the Notes and the
     Security Trustee shall have received an officer's certificate, executed by
     a Senior Officer and dated the Collateral Release Date, specifying that at
     the time of such release and after giving effect thereto, each of the
     Collateral Release Conditions are satisfied. Notwithstanding such release
     of Collateral, the provisions of Section 6.13 hereof shall continue to
     apply on and after the Collateral Release Date. For the avoidance of doubt,
     the Collateral Release Date may not occur during or within 180 days after
     the conclusion of the Suspension Period.

2.   Section 6.5 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

          6.5  Consolidated Working Capital.

          The Company shall not at any time permit Consolidated Working Capital
     to be less than Two Hundred Fifty Million Dollars ($250,000,000).

3.   Section 6.6 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

          6.6  Debt to Capitalization Ratio.

                                   Exhibit 3-1

<PAGE>

          The Company shall not at any time permit (a) Consolidated Funded Debt
     to exceed sixty-five percent (65%) of Consolidated Total Capitalization and
     (b) Consolidated Senior Funded Debt to exceed fifty-five percent (55%) of
     the result of (i) Consolidated Total Capitalization minus (ii) Senior
     Subordinated Debt; provided that, during the Suspension Period, to the
     extent that unfunded pension liabilities as reflected on the Company's
     balance sheet would otherwise be deducted in the determination of
     Consolidated Total Capitalization or Consolidated Shareholders' Equity,
     such unfunded pension liabilities shall not be deducted in such
     determination during the Suspension Period to the extent that they
     aggregate less than One Hundred Million Dollars ($100,000,000).

4.   Section 6.7 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

     6.7. Maintenance of Funded Debt.

          (a)  Consolidated Funded Debt. Except for each fiscal quarter end
     occurring during the Suspension Period, the Company shall not permit
     Consolidated Funded Debt, determined as of the end of each fiscal quarter
     of the Company, to exceed 400% of Consolidated EBITDA for the period of
     four (4) consecutive fiscal quarters of the Company ended at such time.

          (b)  Consolidated Senior Funded Debt. Except for each fiscal quarter
     end occurring during the Suspension Period, the Company shall not permit
     Consolidated Senior Funded Debt, determined as of the end of each fiscal
     quarter of the Company, to exceed 320% of Consolidated EBITDA for the
     period of four (4) consecutive fiscal quarters of the Company ended at such
     time.

5.   Section 6.8 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

     6.8. Fixed Charges Coverage.

          The Company shall not at any time permit the ratio of Consolidated Net
     Income Available for Fixed Charges (calculated in respect of the period of
     eight (8) consecutive fiscal quarters of the Company then most recently
     ended) to Consolidated Fixed Charges (calculated in respect of such period)
     to be less than (a) 1.00 to 1.00 during the Suspension Period and (b) 1.50
     to 1.00 at all times after the Suspension Period.

6.   Section 6.14 of the Existing Purchase Agreements is hereby amended by
amending and restating paragraph (b) thereof in its entirety to read as follows:

          (b)  Acquisitions. The Company will not, and will not permit any of
     its Subsidiaries to consummate any Acquisition or Joint Venture Investment,
     unless immediately prior to such Acquisition or Joint Venture Investment
     and after giving effect thereto, no Default or Event of Default shall have
     occurred and be continuing, and:

                                   Exhibit 3-2

<PAGE>

               (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 Company or a Subsidiary and, if effected by merger
          or consolidation involving the Company, the Company 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
          Investment and immediately after giving effect to such Acquisition or
          Joint Venture Investment (x) the Company is in compliance with
          Sections 6.4, 6.5, 6.6, 6.7, 6.8 and 6.10 (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 Investment for which financial statements
          of the Company and its Subsidiaries are available, under the
          assumption that such Acquisition or Joint Venture Investment and any
          other Acquisitions or Joint Venture Investments consummated during the
          twelve-month period ending on such date shall have occurred, and any
          Debt 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 such period for all loans outstanding
          under the Credit Facility on the date of such Acquisition or Joint
          Venture Investment) and, in the event that the aggregate amount of
          expenditures in respect of such Acquisition or Joint Venture
          Investment and of all prior Acquisitions and Joint Venture Investments
          made during a single fiscal year and not covered by a certificate
          delivered under this subclause (ii) exceeds $100,000,000, the Company
          shall have delivered to each of the holders of Notes a certificate of
          a Senior 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
          or Event of Default shall have occurred and be continuing and (y)
          during the Suspension Period, if such transaction is consummated
          before the Borrowing Base Release Date (as defined in the Credit
          Facility) and the aggregate amount of expenditures in respect of such
          Acquisition or Joint Venture Investment and of all prior Acquisitions
          and Joint Venture Investments made during a single fiscal year exceeds
          $20,000,000, then, immediately after giving effect to such Acquisition
          or Joint Venture Investment (and any borrowings under the Credit
          Facility made in connection therewith), the excess of (A) the lesser
          of the Borrowing Base (as defined in the Credit Facility) and the
          aggregate Commitments (as defined in the Credit Facility) at such time
          minus (B) the Secured Obligations Amount (as defined in the Credit
          Facility) shall not be less than $150,000,000."

7.   Section 9.1 of the Existing Purchase Agreements is hereby amended by
amending and restating the following definitions in their entirety to read as
follows:

                                   Exhibit 3-3

<PAGE>

          Consolidated EBITDA -- means, with respect to any fiscal period, the
     sum of

               (a)  Consolidated Net Income, plus

               (b)  the aggregate amount of all interest expense, depreciation,
          amortization and income taxes,

     (to the extent, and only to the extent, that such aggregate amount was
     deducted in the computation of Consolidated Net Income), in each case
     accrued for such period by the Company, provided that, with respect to any
     period during which a Person shall have become, or ceased to be, a
     Subsidiary, or during which the Company or any Subsidiary shall have
     acquired or disposed of an On-Going Business, the calculation of
     Consolidated EBITDA shall (i) include the EBITDA for such period of each
     Person who shall have become a Subsidiary, and of each On-Going Business
     acquired by the Company or any Subsidiary, during such period as if such
     Person had been a Subsidiary or such On-Going Business had been owned by
     the Company or a Subsidiary for the entire period, or (ii) exclude the
     EBITDA for such period of each Person who shall have ceased to be a
     Subsidiary, and of each On-Going Business disposed of by the Company or any
     Subsidiary, at any time after the beginning of such period as if such
     Person had not been a Subsidiary at any time during the entire period or
     such On-Going Business had not been owned or operated by the Company or any
     Subsidiary at any time during such period. As used in this definition,
     EBITDA with respect to any Person or On-Going Business for any period shall
     mean, the net income (after income taxes) of such Person or On-Going
     Business for such period, determined in accordance with GAAP plus, to the
     extent deducted in calculating such net income, amounts attributable to
     interest, income taxes, depreciation and amortization.

          Incremental Margin - means one half of one percent (0.50%) at all
     times during 4FQ03 and at all other times during each other fiscal quarter
     during the Incremental Margin Period, (a) zero (0) if Consolidated Funded
     Debt at the end of the immediately preceding fiscal quarter is less than
     400% of Consolidated EBITDA for the period of four (4) consecutive fiscal
     quarters of the Company then most recently ended, (b) three quarters of one
     percent (0.75%) if Consolidated Funded Debt at the end of the immediately
     preceding fiscal quarter equal to or more than 400% but less than 450% of
     Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
     of the Company then most recently ended, (c) one percent (1.00%) if
     Consolidated Funded Debt at the end of the immediately preceding fiscal
     quarter is equal to or more than 450% but less than 500% of Consolidated
     EBITDA for the period of four (4) consecutive fiscal quarters of the
     Company then most recently ended, (d) one and one quarter of one percent
     (1.25%) of Consolidated Funded Debt at the end of the immediately preceding
     fiscal quarter is equal to or more than 500% but less than 550% of
     Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
     of the Company then most recently ended and (e) one and one half of one
     percent (1.50%) if Consolidated Funded Debt at the end of the immediately
     preceding fiscal quarter is equal to or more than 550% of Consolidated
     EBITDA for the period of four (4) consecutive fiscal quarters of the
     Company then most recently ended.

                                   Exhibit 3-4

<PAGE>

          Incremental Margin Period - means 4FQ03 together with the period from
     the start of IFQ04 to and including the end of 2FQ05.

8.   Section 9.1 of the Existing Purchase Agreements is hereby amended by adding
the following new definitions in the appropriate alphabetical order to read as
follows:

          4FQ04 - means the fiscal quarter of the Company ending on April 25,
          2004.

          1FQ05 - means the fiscal quarter of the Company ending on July 25,
          2004.

          2FQ05 - means the fiscal quarter of the Company ending on October 31,
          2004.

          Acquisition - means any transaction, or any series of related
     transactions, consummated after the Amendment No. 3 Effective Date, by
     which the Company or any of its Subsidiaries (a) acquires any On-Going
     Business or all or substantially all of the assets of any Person, whether
     through purchase of assets, merger or otherwise, (b) directly or indirectly
     acquires control of at least a majority (in number of votes) of the
     securities of a corporation that have ordinary voting power for the
     election of directors or (c) directly or indirectly acquires control of at
     least a majority of the partner, member or other ownership interests of any
     Person that is not a corporation.

          Amendment No. 3 Effective Date - means the "Effective Date" as defined
     in that certain Amendment Agreement No. 3 dated as of April 4, 2003 among
     the Company and each of the holders of the Notes party thereto and
     consented to by each of the Guarantors.

          Joint Venture Investment - means any Investment by the Company or any
     of its Subsidiaries as a joint venturer or partner in, or lender to, any
     other Person (other than a Subsidiary) principally engaged in a business in
     which the Company and its Subsidiaries are permitted by Section 6.18 to be
     engaged.

          On-Going Business - means a distinct operating business, whether
     operated as a division of a larger business operation or operated
     independently, which regardless of the form of legal entity owns or
     operates the assets and has the liabilities, of such business.

          Suspension Period - means the period from the start of 4FQ03 to and
     including the end of 1FQ05.

9.   Section 9.1 of the Existing Purchase Agreements is hereby amended by
deleting the following definitions from such Section: "3FQ03", "Applicable
Funded Debt Percentage", "Applicable Senior Funded Debt Percentage", "New Debt
Step Up" and "Unsecured Debt".

                                   Exhibit 3-5