AMENDMENT MULTICURRENCY



 Exhibit 4.2 
 [On letter head of Société Générale] 
  

	To:	SMITHFIELD FOODS, INC. (the Company) for itself and as agent for each of the other Obligors and Security Providers party to the Agreement (as defined below) and the Campofrio
Security Document 

 200 Commerce Street 
 Smithfield, Virginia 23430 
 USA 
 For the attention of:        Carey Dubois 
 26th June 2008

 Dear Sirs, 
 Euro 300,000,000 credit agreement (the
Agreement) dated 22 August 2006 for Smithfield Capital Europe BV between (among others) Smithfield Capital Europe BV, the Company and Société Générale as facility agent (the Agent) (as amended by an amendment
letter dated 13 August 2007) 
  

	1.	Background 

  

	(a)	We refer to the Agreement. This letter is supplemental to and amends the Agreement. 

  

	(b)	Pursuant to Clause 37.1 (Required consents) of the Agreement, the Majority Lenders have consented to the amendment to the terms of the Agreement contemplated by this letter.
Accordingly, we are authorised to execute this letter on behalf of the Finance Parties. 

  

	2.	Interpretation 

  

	 (a)
	 In this letter Effective Date means June 26th, 2008 or such other date as the Company and the Agent agree. 


  

	(b)	Capitalised terms defined in the Agreement have the same meaning when used in this letter, unless expressly defined in this letter. 

  

	(c)	The provisions of Clause 1.2 (Construction) of the Agreement apply to this letter as though they were set out in full in this letter except that references to the Agreement are to
be construed as references to this letter. 

  

	3.	Effectiveness 

  

	(a)	The Agreement will not be amended on the Effective Date unless the Agent has, on or prior to the Effective Date, notified the Company and the Lenders that it has received all the
documents set out in the Schedule 1 (Conditions Precedent Documents) to this letter in form and substance satisfactory to the Agent on or prior to that date. The Agent shall give this notification as soon as reasonably practicable following receipt
of such documents. 

  

	(b)	If the Agent fails to give the notification under paragraph (a) above by the Effective Date, the Agreement will not be amended in the manner contemplated by this letter.










	4.	Amendments 

 Subject to paragraph 3 (Effectiveness)
above, the Agreement will be amended on the Effective Date so that Clause 22.3 (Interest Cover) of the Agreement shall read as follows: 
 “The Company must ensure that the ratio of Consolidated EBITDA to Consolidated Interest Expense is: 
  

	 	(a)	as at any Measurement Date ending on or before 31 May 2009, not less than 2.0 to 1; and 

  

	 	(b)	as at any Measurement Date thereafter, not less than 3.0 to 1.” 

  

	5.	Representations 

 Each Obligor and each Security
Provider confirms to each Finance Party that on the date of this letter and on the Effective Date the Repeating Representations and the representations under the Campofrio Security Document: 
  

	 	(a)	are true; and 

  

	 	(b)	would also be true if references to the Agreement were construed as references to the Agreement as amended by this letter. 

 Each Repeating Representation and each representation under the Campofrio Security Document is applied to the circumstances existing at the time the
Repeating Representation is made. 
  

	6.	Consents 

 Each Obligor and each Security Provider:

  

	 	(a)	agrees to the amendments and waiver of the Agreement as contemplated by this letter; and 

  

	 	(b)	with effect from the Effective Date, confirms that any guarantee or security given by it under a Finance Document will: 

  

	 	(i)	continue in full force and effect; and 

  

	 	(ii)	extend to the liabilities and obligations of the Obligors to the Finance Parties under the Finance Documents as amended by this letter. 

  

	7.	Fees and Expenses 

 On or prior to the Effective
Date, the Company shall pay to the Agent all the fees required to be paid to the Agent and the Lenders and, subject to Clause 18.2 (Amendment Costs) of the Agreement, the amount of all costs and expenses (including legal fees) reasonably incurred by
the Agent in connection with this letter. 
  

	8.	Miscellaneous 

  

	(a)	This letter is a Finance Document. 

  

	(b)	From the Effective Date, the Agreement and this letter will be read and construed as one document. 

  

	(c)	Except as otherwise provided in this letter, the Finance Documents remain in full force and effect. 

  

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	(d)	No waiver of any provision of any Finance Document is given by the terms of this letter and the Finance Parties expressly reserve all their rights and remedies in respect of any
breach of, or Default under, the Finance Documents. 

  

	9.	Governing law and enforcement 

  

	(a)	This letter is governed by English law. 

  

	(b)	Clause 41 (Enforcement) of the Agreement is incorporated by reference in this Letter, as if references in that clause to the Agreement were to this Letter. 


 

	
	 /s/ Sebastien Ribatto

	Sebastien Ribatto
	Managing Director
	For
	 SOCIETE GENERALE
 as Agent for and on
behalf of the other Finance Parties


  

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 We agree with the terms of this letter. 
  


	
	 /s/ Michael H. Cole

	For
	SMITHFIELD FOODS, INC.
	
	Date: 26 June 2008
	
	 /s/ Carey J. Dubois

	For
	SMITHFIELD CAPITAL EUROPE BV
	
	Date: 26 June 2008
	
	 /s/ Michael H. Cole

	For
	SMITHFIELD ROMANIA SRL
	
	Date: 26 June 2008
	
	 /s/ Michael H. Cole

	For
	SMITHFIELD PROCESARE SRL
	
	Date: 26 June 2008

  

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	 /s/ Carey J. Dubois

	For
	PRIMA FARMS Sp. z o.o.
	
	Date: 26 June 2008
	
	 /s/ Carey J. Dubois

	For
	COLD FIELD INVESTMENTS LLC
	
	Date: 26 June 2008
	
	 /s/ Stephen Drake

	For
	SMITHFIELD INSURANCE CO. LTD
	
	Date: 26 June 2008
	
	 /s/ Carey J. Dubois

	For
	SMITHFIELD INTERNATIONAL INVESTMENTS INC.
	
	Date: 26 June 2008

  

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 SCHEDULE 1 
 CONDITIONS PRECEDENT 
  

	1.	A copy of this letter, duly executed by each party to it. 

  

	2.	Evidence that all fees and expenses then due and payable from the Company in connection with this letter have been paid. 

  

	3.	A copy of any other authorisation or other document, opinion or assurance which the Agent has notified the Company is necessary or desirable in connection with the entry into and
performance of, and the transactions contemplated by, this letter, or for the validity and enforceability of any Finance Document. 

  

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