Exhibit 10.20


                      SECOND AMENDMENT TO CREDIT AGREEMENT


         THIS SECOND  AMENDMENT  TO CREDIT  AGREEMENT,  dated as of December 30,
2002,  amends  that  certain  Credit  Agreement,  dated as of June 27,  2001 (as
amended by the First Amendment to Credit Agreement,  dated as of March 28, 2002,
the "Credit Agreement"), among Pinnacle Foods, Inc. (now known as Pennexx Foods,
Inc.), as the Borrower, and Smithfield Foods, Inc., as the Lender.

         The Borrower has requested that the Lender make certain  changes to the
Credit  Agreement  and the Lender has agreed to make those changes to the Credit
Agreement as set forth herein.

         NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:

A. The Credit Agreement is amended in the following respects:

1.  Section  1.1  Defined  Terms is hereby  amended  by  revising  or adding the
following respective definitions to read in their entireties, as follows:

         "Commitment Amount" means $30,000,000 minus the aggregate amount of the
financial  obligation  of the Lender,  if any, as  guarantor of any of the Tabor
Road Operating Leases.


         "Construction  Inspector"  means  an  engineer  or  other  professional
selected and retained by the Lender.

         "Draw Request" means a Borrowing Request with respect to the Smithfield
Tabor Road  Loans,  in the form of a properly  completed  and  executed  written
application by the Borrower (and others as reasonably required by the Lender) to
the  Lender on AIA Form  G-702 and G-703 (or on  another  form  approved  by the
Lender)  setting  forth  the  amount of  proceeds  desired,  together  with such
applications,  schedules,  affidavits,  releases, waivers, statements, invoices,
bills and other  documents,  certificates and information in each case as may be
reasonably required by the Lender.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Loan Documents"  means,  collectively,  this Agreement,  the Note, the
Security Agreement, the Mortgage, the Tabor Road Operating Leases and each other
instrument or document executed and delivered  pursuant to or in connection with
this Agreement and the other Loan Documents.

         "Mortgage" means the Open End Mortgage and Security Agreement, dated as
of April 2, 2002, from Borrower to Lender,  as the same may be amended from time
to time.


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         "PIDA  Tabor  Road  Loans"  means in  connection  with the  Tabor  Road
Property,   loans  from  or  through  the  Philadelphia  Industrial  Development
Corporation,  the Philadelphia Authority for Industrial Development,  and/or the
Pennsylvania   Industrial  Development  Authority  (including  the  issuance  of
industrial  revenue  bonds by any such  entity),  not to exceed  Twelve  Million
Dollars ($12,000,000) in the aggregate.

         "Plans"   means  any  plans  and   specifications   pertaining  to  the
construction  and  refurbishing  of the  improvements  located on the Tabor Road
Property, as reviewed and approved by the Lender.

         "Smithfield  Tabor  Road  Loans"  means  Loans  made by the  Lender  in
accordance with the terms of the Credit Agreement, as amended hereby, in amounts
not to exceed,  in the  aggregate,  (a)  $18,300,000  (or such greater amount as
shall be approved by the Lender  pursuant to one or more  capital  appropriation
requests  executed after the date of this Second Amendment to Credit  Agreement)
minus (b) the  aggregate  amount of the financial  obligation of the Lender,  if
any, as guarantor of any of the Tabor Road Operating  Leases.  For the avoidance
of doubt, (i) the Smithfield Tabor Road Loans are a part of, and not in addition
to, the  Commitment  Amount and (ii) the  reference to operating  leases in this
definition has no effect on the  prohibition  against the creation,  incurrence,
assumption  or  suffering  to  exist  of any  Indebtedness,  including,  without
limitation, Capitalized Lease Liabilities.

         "Tabor Road Operating  Leases" means the operating leases for equipment
installed at the Tabor Road Property for which Borrower is the lessee.

         "Tabor Road  Permitted  Financing  Transactions"  means the  Smithfield
Tabor  Road  Loans,  the PIDA  Tabor Road  Loans,  and the Tabor Road  Operating
Leases.

         "Title Insurance" is defined in Section 5.2.2(b)(iv).

2. Section 2.3 of the Credit  Agreement  is hereby  amended by deleting the text
thereof in its entirety and replacing it with the following:

         Section 2.3  Borrowing Procedures.
                      --------------------

                  (a) With  respect to all Loans,  other than  Smithfield  Tabor
Road Loans, by delivering a duly completed and executed Borrowing Request to the
Lender on or before  10:00 a.m.  (New York City time),  on a Business  Day,  the
Borrower  may  from  time to time  irrevocably  request  that  advances  be made
pursuant hereto one Business Day  thereafter.  All such Loans shall be made in a
minimum amount of $100,000 and an integral  multiple of $100,000 or, if less, in
the  unused  amount of the  Commitment.  The  proceeds  of all  Loans  requested
pursuant to this Section 2.3(a) shall be used solely for the purposes  described
in the first sentence of Section 4.1.

                  (b) With respect to Smithfield Tabor Road Loans, by delivering
a duly completed and executed Draw Request to the Lender on or before 10:00 a.m.
(New York City time),  on a Business  Day,  the  Borrower  may from time to time
irrevocably  request that  advances be made pursuant  hereto.  The Lender shall,
only upon the  satisfaction  of all applicable  conditions  hereof and the other
Loan Documents, make the requested Smithfield Tabor Road


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<PAGE>

Loan to the Borrower as promptly as practicable, but in any event within five
(5) Business Days after such satisfaction. The proceeds of all Loans requested
pursuant to this Section 2.3(b) shall be used solely for the purposes described
in the second sentence of Section 4.1.

3.   Section 4.1 is hereby amended by deleting the text thereof and replacing it
     with the following:

         Section 4.1 Use of Proceeds.  The Borrower  shall apply the proceeds of
the  Loans  requested  pursuant  to  Section  2.3(a)  to  finance  Inventory  or
Receivables  or for  general  corporate  purposes  or, with the  Lender's  prior
written consent,  to purchase machinery and equipment.  The Borrower shall apply
the proceeds of the Smithfield Tabor Road Loans  exclusively (a) to purchase the
Tabor Road Property, (b) to refurbish the improvements located on the Tabor Road
Property and (c) to purchase and install machinery, equipment and fixtures to be
used  and  located  at  the  Tabor  Road  Property,  subject,  however,  to  the
limitations set forth in Section 7.2.7.

4.  Section  5.2.2 is hereby  amended by deleting all of the text thereof in its
entirety and replacing it with the following:

         Section 5.2.2  Borrowing Requests, Draw Requests, etc.

         (a) Loans Other than Smithfield  Tabor Road Loans.  With respect to all
Loans,  other than Smithfield  Tabor Road Loans, the Lender shall have received,
as herein  provided,  a duly  completed  and executed  Borrowing  Request.  Each
delivery  of a  Borrowing  Request  and the  acceptance  of the  Borrower of the
proceeds of such Loan shall  constitute  a  representation  and  warranty by the
Borrower that on the date of such Loan (both immediately before and after giving
effect to such Loan and the application of the proceeds  thereof) the statements
made in Section 5.2.1 are true and correct.

         (b)  First  Funding  of  Smithfield   Tabor  Road  Loans  After  Second
Amendment. The obligation of the Lender to fund the first Draw Request under the
Smithfield  Tabor Road Loans that is  requested  from the  Borrower  on or after
December  30, 2002 shall be subject to the prior or  concurrent  fulfillment  of
each of the following conditions precedent to the satisfaction of the Lender:

                  (i) The Lender shall have received,  as herein  provided,  the
Draw Request  executed and  certified  by the  Borrower and  accompanied  by the
invoices  showing  amounts to be paid with the proceeds of the Smithfield  Tabor
Road Loan. Each delivery of a Draw Request and the acceptance of the Borrower of
the   proceeds  of  such   Smithfield   Tabor  Road  Loan  shall   constitute  a
representation  and warranty by the Borrower that on the date of such Smithfield
Tabor  Road  Loan  (both  immediately  before  and after  giving  effect to such
Smithfield  Tabor Road Loan and the  application  of the  proceeds  thereof) the
statements made in Section 5.2.1 are true and correct;

                  (ii)  The   Construction   Inspector   shall  have  made  such
inspection of the work described in the Draw Request as he deems appropriate and
shall  have  approved  the  Smithfield  Tabor  Road Loan  described  in the Draw
Request, such approval not to be unreasonably withheld or delayed;

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<PAGE>


                  (iii) The Borrower  shall have  executed and  delivered to the
Lender an Amended and Restated  Mortgage in the form attached  hereto as Exhibit
A;

                  (iv) The Lender  shall have  received  an  endorsement  to its
policy of mortgagee title insurance (the "Title Insurance") insuring the lien of
the  Mortgage,  increasing  the  amount  of  insurance  to Six  Million  Dollars
($6,000,000)  (and  acknowledging  liability  under such Title  Insurance in the
amount of $6,000,000  or,  alternatively,  containing  no pending  disbursements
clause),  which Title Insurance  shall be reasonably  satisfactory to the Lender
and its counsel,  shall provide  affirmative  coverage  against  mechanics'  and
materialmen's  liens, shall insure the right of access and shall not contain any
exceptions that have not been agreed to by Lender and its counsel;

                  (v) No mechanics' or materialmen's  lien or other  encumbrance
shall have been filed and remain in effect against the Tabor Road Property,  and
releases or waivers of mechanics'  liens and receipted  bills showing payment of
all  amounts  due to all parties  who have  furnished  materials  or services or
performed  labor of any kind in connection  with the Tabor Road  Property  shall
have been obtained, which releases or waivers may be contingent upon the payment
of amounts from the proceeds of such Smithfield Tabor Road Loan and specifically
included in the Draw Request for such Smithfield Tabor Road Loan;

                  (vi) The Tabor Road  Property  shall not have been damaged and
not repaired (unless the Lender determines to its reasonable satisfaction within
thirty (30) days after the  occurrence  of such damage that such damage is fully
insured,  that the insurer will pay the insurance proceeds on a timely basis and
that the Borrower will complete the repair on a schedule  which is acceptable to
the  Lender  and which will not in any event  delay the  completion  date of the
Tabor Road Property for a period of more than sixty (60) days); and

                  (vii)  The  Borrower  shall  have  provided  to the  Lender  a
schedule of all Tabor Road Operating Leases as of the date of such Draw Request.

         (c) Interim Funding of Smithfield  Tabor Road Loans.  The obligation of
the Lender to fund each subsequent advance under the Smithfield Tabor Road Loans
after funding the first Draw Request pursuant to Section 5.2.2(b) above shall be
subject to the prior or concurrent  fulfillment to the Lender's  satisfaction of
each of the following conditions precedent as to each such subsequent advance:

                  (i) The Lender shall have received,  as herein  provided,  the
Draw Request  executed and  certified  by the  Borrower and  accompanied  by the
invoices  showing  amounts to be paid with the proceeds of the Smithfield  Tabor
Road Loan. Each delivery of a Draw Request and the acceptance of the Borrower of
the   proceeds  of  such   Smithfield   Tabor  Road  Loan  shall   constitute  a
representation  and warranty by the Borrower that on the date of such Smithfield
Tabor  Road  Loan  (both  immediately  before  and after  giving  effect to such
Smithfield  Tabor Road Loan and the  application  of the  proceeds  thereof) the
statements made in Section 5.2.1 are true and correct;

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<PAGE>


                  (ii)  The   Construction   Inspector   shall  have  made  such
inspection of the work described in the Draw Request as he deems appropriate and
shall  have  approved  the  Smithfield  Tabor  Road Loan  described  in the Draw
Request, such approval not to be unreasonably withheld or delayed;

                  (iii) At the  reasonable  request  of the  Lender,  the  Title
Insurance  shall  have  been  endorsed  and  down-dated  in a manner  reasonably
satisfactory  to the Lender to bring  forward  the  effective  date of the Title
Insurance to the date of funding of such Draw Request with no  additional  title
change or exception objectionable to the Lender;

                  (iv) No mechanics' or materialmen's  lien or other encumbrance
shall have been filed and remain in effect against the Tabor Road Property,  and
releases or waivers of mechanics'  liens and receipted  bills showing payment of
all  amounts  due to all parties  who have  furnished  materials  or services or
performed  labor of any kind in connection  with the Tabor Road  Property  shall
have been obtained, which releases or waivers may be contingent upon the payment
of amounts from the proceeds of such Smithfield Tabor Road Loan and specifically
included in the Draw Request for such Smithfield Tabor Road Loan;

                  (v) The Tabor Road  Property  shall not have been  damaged and
not repaired (unless the Lender determines to its reasonable satisfaction within
thirty (30) days after the  occurrence  of such damage that such damage is fully
insured,  that the insurer will pay the insurance proceeds on a timely basis and
that the Borrower will complete the repair on a schedule  which is acceptable to
the  Lender  and which will not in any event  delay the  completion  date of the
Tabor Road Property for a period of more than sixty (60) days); and

                  (vi) The Borrower shall have provided to the Lender a schedule
of all Tabor Road Operating Leases as of the date of such Draw Request.

         (d) Final  Funding of  Smithfield  Tabor Road Loan.  In addition to the
fulfillment of the conditions precedent contained in Section 5.2.2(c) above, the
obligation of the Lender to fund the final advance  under the  Smithfield  Tabor
Road  Loans  shall be  subject  to the prior or  concurrent  fulfillment  to the
Lender's satisfaction of each of the following conditions precedent:

                  (i) The Lender  shall have  received  a  certificate  from the
Borrower  certifying  that, to its  knowledge,  the Tabor Road Property has been
completed and the Tabor Road Property has been equipped in accordance  with, and
as completed complies with all laws and governmental requirements; and, if it is
reasonably  available to the Borrower,  the Lender shall have received three (3)
sets of detailed "as built" plans approved in writing by the Borrower;

                  (ii) The  Lender  shall  have  received  from  Borrower  final
affidavits  (in  a  form  reasonably   satisfactory  to  the  Lender)  from  all
contractors,  subcontractors,  materialmen  and other  parties who have supplied
labor, materials or services for the construction of the Tabor Road Property and
that are  receiving  payment for such  labor,

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<PAGE>

materials or services from the proceeds of the final advance under the
Smithfield Tabor Road Loans certifying that such parties have been paid in full
for all labor and materials for construction of the Tabor Road Property and
final lien releases or waivers (in a form reasonably satisfactory to the Lender)
from all such parties;

                  (iii) The Title  Insurance  shall be endorsed  to  acknowledge
liability in the full amount of the value of the real property, improvements and
fixtures at the Tabor Road Property (if not already so acknowledged),  to remove
any exception  for  mechanics' or  materialmen's  liens,  to remove any "pending
disbursements"  clause contained therein, and with no additional title change or
exception  objectionable  to the Lender and with such other  endorsements as the
Lender may reasonably request and permitted by applicable title insurance rules;

                  (iv) The Lender  shall have  received a  certificate  from the
Borrower   certifying  that,  to  its  knowledge,   all  laws  and  governmental
requirements have been satisfied, together with evidence reasonably satisfactory
to the Lender that all necessary governmental licenses, certificates and permits
(including  certificates  of  occupancy)  with respect to the  completion,  use,
occupancy  and operation of the Tabor Road Property are in full force and effect
and have not been revoked, canceled or modified, except any license, certificate
or permit  that  cannot be obtained  until the Tabor Road  Property  has been in
operation  for a period of time,  provided that the Borrower  certifies  that it
knows of no reason that such license,  certificate  or permit cannot be obtained
after such time; and

                  (v) The Borrower  shall have provided to the Lender a schedule
of all Tabor Road Operating Leases as of the date of such Draw Request.

5. Section 7.1 Affirmative Covenants is hereby amended by revising or adding the
following sections to read in their entirety as follows:

         The phrase " as soon as available and in any event within 45 days after
the end of each of the first three Fiscal  Quarters of the Borrower,"  contained
in Section 7.1.1(a) is hereby deleted and the phrase "contemporaneously with the
filing of the Borrower's  Quarterly  Report on Form 10-Q or Form 10-QSB with the
Securities and Exchange Commission," is substituted therefor.

         Section   7.1.1(a)   is  hereby   amended  by  adding   the   following
parenthetical  phrase  at the  end of  such  subsection  :  "(it  being  further
understood  that  the  Borrower  shall  provide  to the  Lender  a draft of such
financial  information  not later than five Business Days prior to the date that
the  Borrower's  Quarterly  Report on Form 10-Q or Form 10-QSB is required to be
filed with the Securities and Exchange Commission)"

         The phrase " as soon as available and in any event within 90 days after
the end of each Fiscal Year of the Borrower,"  contained in Section  7.1.1(b) is
hereby  deleted  and  the  phrase  "contemporaneously  with  the  filing  of the
Borrower's  Annual  Report on Form 10-K or Form 10-KSB with the  Securities  and
Exchange Commission," is substituted therefor.

         Section   7.1.1(b)   is  hereby   amended  by  adding   the   following
parenthetical  phrase  at the  end of  such  subsection  :  "(it  being  further
understood  that  the  Borrower  shall  provide  to the  Lender  a draft of such
financial  information  not later than five Business Days prior to the date

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<PAGE>


that the Borrower's Annual Report on Form 10-K or Form 10-KSB is required to be
filed with the Securities and Exchange Commission)"

         The reference to "seven days"  contained in Section  7.1.1(i) is hereby
deleted and "10 days" is substituted therefor.

         Section 7.1.2 is hereby amended by adding the following clauses (c) and
(d) at the end of such section:

         (c) the  compliance  by the  Borrower  with its  obligations  under the
Exchange Act and the rules and regulations  promulgated  thereunder,  including,
without limitation, Section 13(b) of the Exchange Act; and

         (d) the  compliance  by the  Borrower  with its  obligations  under the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

         Section 7.1.9 Tabor Road Property Transactions.  In connection with the
Smithfield  Tabor Road  Loans,  the  Borrower  agrees to execute  and  deliver a
mortgage  and  security  agreement  in favor of the Lender,  which  mortgage and
security agreement shall be in form and substance reasonably satisfactory to the
Lender,  creating  first  priority  liens on the  Tabor  Road  Property  and all
fixtures and equipment  located at the Tabor Road  Property.  The Borrower shall
apply the  proceeds  from any PIDA Tabor Road Loan to repay the Lender for Loans
made hereunder  immediately upon receipt thereof. Upon receipt of such proceeds,
the Lender agrees to execute a subordination and/or  intercreditor  agreement in
form and  substance  satisfactory  to the  Lender  and to the  lender or lenders
making the PIDA Tabor Road Loans (and the  purchaser of any  industrial  revenue
bonds included in the PIDA Tabor Road Loans)  subordinating  the Lender's rights
and  priority  under the Mortgage to the rights and priority of the liens of the
lender or lenders making the PIDA Tabor Road Loans and the purchaser of any such
industrial revenue bonds.

         Section  7.1.10  Direct  Advances.   The  Borrower  hereby  irrevocably
authorizes  the Lender  (but the  Lender  shall  have no  obligation),  upon the
occurrence and  continuance of a Default or an Event of Default,  to advance and
incur such expenses as the Lender  reasonably deems necessary for the completion
of the Tabor Road Property, the purchase of fixtures and equipment to be located
thereon and to preserve the Tabor Road  Property and any other  security for the
Smithfield  Tabor Road Loans,  and such  expenses,  even though in excess of the
amount  of the  Smithfield  Tabor  Road  Loans,  shall  be  secured  by the Loan
Documents and shall be payable to the Lender on demand.  The Lender may disburse
any  portion of any  Smithfield  Tabor Road Loans at any time,  and from time to
time,  to persons  other than the Borrower  for the  purposes  specified in this
Section  7.1.10  and the  amount of  Smithfield  Tabor  Road  Loans to which the
Borrower shall thereafter be entitled shall be correspondingly reduced.

         Section 7.1.11 Plans. The Borrower assumes full  responsibility for the
compliance  of the  Tabor  Road  Property  and all  improvements,  fixtures  and
equipment  located thereon with all laws,  governmental  requirements  and sound
building and engineering practices. No plans or specifications shall be included
as  part  of  the  Plans  until  consented  to by  the  Lender,  all  applicable
governmental  authorities  and all parties  required under the Loan Documents or
otherwise.

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         Section 7.1.12  Construction  of the Tabor Road Property.  The Borrower
shall prosecute the  construction  and equipping of the Tabor Road Property with
diligence and continuity,  in a good and workmanlike  manner,  and in accordance
with  sound  building  and  engineering  practices,   all  applicable  laws  and
governmental  requirements  and the Loan Documents.  The Borrower shall complete
construction  and  equipping  of the Tabor Road  Property  free and clear of all
liens, except for liens contemplated by the Loan Documents,  and shall obtain an
unconditional  certificate  of  occupancy  and all other  permits,  licenses and
approvals for the  occupancy,  use and operation of the Tabor Road Property from
all applicable governmental authorities,  other than any license, certificate or
permit  which  cannot be  obtained  until the Tabor  Road  Property  has been in
operation for a specific period of time,  provided the Borrower has no reason to
believe  such  license,  certificate  or  permit  will  not be  obtained  at the
expiration of such period. In lieu of providing an unconditional  certificate of
occupancy,  the Borrower may provide a temporary or  conditional  certificate of
occupancy if it is accompanied  by a list of items  remaining to be completed or
corrected in order to obtain an unconditional  certificate of occupancy together
with a written statement signed by an officer of the Borrower to the effect that
the Borrower is proceeding to complete or correct such items in a timely manner,
and such evidence as the Lender may reasonably  request of its ability to do so,
and if the Borrower continues to use its commercially reasonable best efforts to
obtain an  unconditional  certificate  of occupancy  and delivers a copy of such
unconditional  certificate of occupancy to the Lender within a reasonable  time.
The Borrower shall correct promptly (a) any material defect in the improvements,
fixtures  or  equipment  located at the Tabor Road  Property,  (b) any  material
departure  from any  applicable  law or  governmental  requirements,  or (c) any
encroachment on any building setback line, easement, property line or restricted
area.

         Section 7.1.13 Changes. Without the Lender's prior written consent, the
Borrower  shall not  change or modify the  Plans,  agree to any change  order or
allow any extras to any contractor or any subcontractor.

         Section  7.1.14  Assignment  of  Contracts  and  Plans.  As  additional
security for the payment of the Smithfield Tabor Road Loans, the Borrower hereby
collaterally  transfers and assigns to the Lender all of the  Borrower's  rights
and  interest,  but not its  liabilities,  in,  under  and to all  construction,
architectural,  engineering  and design  contracts  and the Plans.  The Borrower
represents  and  warrants  that  the  copy of any  contract  furnished  or to be
furnished to the Lender is and shall be a true and  complete  copy thereof as of
the date delivered to the Lender, that there have been no modifications  thereof
which are not fully set forth in the copies  delivered  and that the  Borrower's
interest  therein is not subject to any claim,  setoff or  encumbrance.  Neither
this  assignment nor any action by the Lender shall  constitute an assumption by
the Lender of any  obligation  under any  contract or with respect to the Plans,
and the Borrower shall continue to be liable for all obligations of the Borrower
with  respect  thereto;  and the  Borrower  hereby  agrees to perform all of its
obligations under any contract to which it is a party relating to the Tabor Road
Property.  The Lender shall have the right at any time upon the  occurrence  and
continuance  of a Default or an Event of Default (but shall have no  obligation)
to take in its name or in the name of the Borrower such action as the Lender may
determine is necessary to cure any default under any contract or with respect to
the Plans or to protect

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the rights of the Borrower or the Lender with respect thereto. The Lender shall
incur no liability if any action so taken by it or on its behalf shall prove to
be inadequate or invalid. The Borrower indemnifies and holds the Lender harmless
against and from any loss, cost, liability or expense (including, but not
limited to, reasonable attorneys' fees and expenses) incurred in connection with
the Borrower's failure to perform such contracts or any action taken by the
Lender other than any loss, cost, liability or expense arising solely by reason
of the Lender's gross negligence or willful misconduct. Upon the occurrence of a
Default or an Event of Default, the Lender may use the Plans for any purpose
relating to the Tabor Road Property. The Borrower irrevocably constitutes and
appoints the Lender as the Borrower's attorney-in-fact, which power of attorney
shall be irrevocable and coupled with an interest, in the Borrower's name or in
the Lender's name to enforce all rights of the Borrower under any contract or
with respect to the Plans; provided, however, that the Lender shall not exercise
its rights as attorney-in-fact until and unless a Default or an Event of Default
shall have occurred and be continuing. The rights of the Lender set forth in
this Section 7.1.14 (including, without limitation, the collateral transfer and
assignment set forth in the first sentence hereof and the power of attorney
granted in the previous sentence) shall be null and void and of no force or
effect upon completion of (a) the purchase of the Tabor Road Property, (b) the
refurbishing of the improvements located on the Tabor Road Property and (c) the
purchase and installation of the machinery, equipment and fixtures to be used
and located at the Tabor Road Property.

         Section  7.1.15  Reports and Vouchers.  The Borrower shall (a) promptly
deliver to the Lender copies of all reports, studies, inspections and tests made
on the Tabor Road  Property or any materials to be  incorporated  into the Tabor
Road Property; (b) make additional tests the Lender reasonably requires; and (c)
deliver  to the  Lender  on demand  any  contracts,  bills of sale,  statements,
receipted  vouchers or agreements  under which the Borrower  claims title to any
equipment  or  other  materials,  fixtures  or  articles  incorporated  or to be
incorporated  in the Tabor  Road  Property  or  otherwise  subject  to a lien or
security interest in favor of the Lender.  The Borrower shall immediately notify
the  Lender  of such  report,  study,  inspection  or test  that  indicates  any
materially adverse condition in the Tabor Road Property.

         Section 7.1.16 Final Affidavits; Lien Release and Waivers. The Borrower
shall use its good faith reasonable  efforts to obtain and provide to Lender (a)
affidavits  (in  a  form  reasonably   satisfactory  to  the  Lender)  from  all
contractors,  subcontractors,  materialmen  and other  parties who have supplied
labor, materials or services for the construction of the Tabor Road Property and
that have been  paid in full for such  labor,  materials  or  services  prior to
December 30, 2002,  certifying  that such parties have been paid in full for all
labor,  materials and services for  construction  of the Tabor Road Property and
(b) lien releases or waivers (in a form  reasonably  satisfactory to the Lender)
from all such parties.

6. Section 7.2.7 Capital  Expenditures,  etc. is hereby  amended by revising the
final sentence thereof to read as follows:

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<PAGE>


Notwithstanding  the  foregoing and provided that no Default or Event of Default
shall have occurred and be  continuing,  the Borrower shall be permitted to make
Capital  Expenditures  in connection with the Tabor Road Property in amounts not
to exceed  $18,300,000  in  connection  with (a) the  purchase of the Tabor Road
Property,  (b) the  refurbishing of the  improvements  located on the Tabor Road
Property and (c) the purchase and  installation of the machinery,  equipment and
fixtures  to be used and  located  at the Tabor  Road  Property,  provided  that
evidence  of such  Capital  Expenditures  shall be  provided  to the  Lender  in
accordance with the terms of the Credit Agreement as amended hereby.

7. Section 7.2.13 is hereby amended by adding the following  language at the end
of the parenthetical phrase contained therein:  ("and any agreements executed by
Borrower pursuant to any of the Tabor Road Permitted Financing Transactions)".

8. Notwithstanding  anything contained in the Credit Agreement or in this Second
Amendment to Credit  Agreement,  Borrower is hereby authorized to enter into the
Tabor Road Operating Leases in an aggregate amount not to exceed $12,100,000.

B. The Borrower  represents and warrants that, as of the date hereof, no Default
or Event of Default has occurred and is continuing.  Except as expressly amended
hereby, the Borrower acknowledges and confirms that the Credit Agreement and the
Borrower's obligations under the Loan Documents remain in full force and effect.

C. Notwithstanding any previous waivers,  indulgences or forbearance extended by
the Lender to the Borrower,  the Borrower  hereby agrees to strictly comply with
all of the provisions of this Agreement and the other Loan Documents.

D. This Second  Amendment to Credit  Agreement  may be executed in any number of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original.

E. This  Second  Amendment  to Credit  Agreement  and the Credit  Agreement,  as
amended hereby, shall be deemed to be contracts made under, and for all purposes
shall  be  construed  in  accordance  with  the  laws  of  the  Commonwealth  of
Pennsylvania.



                  [Remainder of Page Intentionally Left Blank]

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<PAGE>


         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Second
Amendment to Credit Agreement as of the day and year first above written.



SMITHFIELD FOODS, INC.,                       PENNEXX FOODS, INC.,
a Virginia corporation                        a Pennsylvania corporation,
                                              f/k/a Pinnacle Foods, Inc.



By: /s/ Dan G. Stevens                       By: /s/ Michael D. Queen
    --------------------                       --------------------------
Name:  Dan G. Stevens                          Name:  Michael D. Queen
Title: Vice President and                      Title:    President
Chief Financial Officer



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<PAGE>


                                                                 Exhibit A
                                                                 ---------


                          Amended and Restated Mortgage
                          -----------------------------

                             [intentionally omitted]





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