`SEVENTH AMENDMENT TO CREDIT AGREEMENT
       Between U.S. BANK NATIONAL ASSOCIATION, as Agent, the Other Lenders
                                       and
                          PREMIUM STANDARD FARMS, INC.
                              Dated August 27, 1997


         This Seventh Amendment to Credit Agreement (this "Amendment") is made
as of the 28th day of June, 2002 by and among PREMIUM STANDARD FARMS, INC., a
Delaware corporation and a wholly owned subsidiary of the Guarantor ("Premium"),
PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation, and a
wholly-owned subsidiary of Premium ("Asset Sub C"), LUNDY INTERNATIONAL, INC., a
North Carolina corporation and a wholly owned subsidiary of Asset Sub C ("Lundy
International"), and LPC TRANSPORT, INC., a Delaware corporation and a
wholly-owned subsidiary of Premium ("Asset Sub D" and collectively with Premium,
Asset Sub C, and Lundy International, the "Borrower"), the financial
institutions listed on the signature pages hereof (being all of the "Lenders"),
and U.S. BANK NATIONAL ASSOCIATION, a national banking association (as successor
to U.S. Bancorp Ag Credit, Inc., f/k/a FBS Ag Credit, Inc. a Colorado
corporation) in its capacity as Agent for the Lenders (the "Agent"), under the
Credit Agreement dated as of August 27, 1997 (as the same has been and may be
amended, replaced, restated and/or supplemented from time to time, the "Credit
Agreement").


                                    RECITALS

     A. Capitalized terms used and not defined in this Amendment shall have the
meanings given to such terms in the Credit Agreement, as amended by this
Amendment.

     B. The Borrower and the Lenders desire to extend the term of Revolving Loan
Commitments, increase the maximum amount of the LC Commitment and to otherwise
amend the Credit Agreement.

     NOW THEREFORE, in consideration of the foregoing and of the terms and
conditions contained in the Credit Agreement and this Amendment, and of any
loans or extensions of credit or other financial accommodations heretofore, now
or hereafter made to or for the benefit of Borrower by the Agent and the
Lenders, Borrower, the Agent and the Lenders agree as follows:

     1. New and Amended Defined Terms. Section 1.1 of the Credit Agreement,
Defined Terms, is amended to amend the following definitions, which`

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`shall read in full as follows:

          "Applicable Margin" shall mean with respect to Revolving Loans or Term
     Loans, which are Base Rate Loans or LIBOR Rate Loans, or with respect to
     fees for non-use of the Revolving Loan Commitments, the rates per annum set
     forth below for the then applicable Financial Performance Level:

         Revolving Loans:

         ---------------------- --------------- ------------------- ------------
         Financial
         Performance Level      Base Rate       LIBOR Rate          Non-Use Fee
         ---------------------- --------------- ------------------- ------------

         Level 1                1.50%           3.00%               0.625%
         ---------------------- --------------- ------------------- ------------

         Level 2                1.25%           2.75%               0.500%
         ---------------------- --------------- ------------------- ------------

         Level 3                1.00%           2.50%               0.375%
         ---------------------- --------------- ------------------- ------------

         Level 4                0.75%           2.25%               0.375%
         ---------------------- --------------- ------------------- ------------

         Level 5                0.50%           2.00%               0.250%
         ---------------------- --------------- ------------------- ------------

         Level 6                0.25%           1.75%               0.250%
         ---------------------- --------------- ------------------- ------------

         Level 7                0.00%           1.50%               0.250%
         ---------------------- --------------- ------------------- ------------

         Term Loans:
         ------------------------------ ----------------- -------------------
         Financial
         Performance Level              Base Rate         LIBOR Rate
         ------------------------------ ----------------- -------------------

         Level 1                        1.625%            3.125%
         ------------------------------ ----------------- -------------------

         Level 2                        1.375%            2.875%
         ------------------------------ ----------------- -------------------

         Level 3                        1.125%            2.625%
         ------------------------------ ----------------- -------------------

         Level 4                        0.875%            2.375%
         ------------------------------ ----------------- -------------------

         Level 5                        0.625%            2.125%
         ------------------------------ ----------------- -------------------

         Level 6                        0.375%            1.875%
         ------------------------------ ----------------- -------------------

         Level 7                        0.125%            1.625%
         ------------------------------ ----------------- -------------------


                                       2`

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`The Agent will review the Borrower's financial performance as
         of each fiscal quarter end after its receipt of the Borrower's
         financial statements and compliance certificate for such fiscal
         quarter, and will confirm the Borrower's determination as to whether
         the Borrower's Financial Performance Level for such fiscal quarter was
         Level 1, Level 2, Level 3, Level 4, Level 5, Level 6, or Level 7. As so
         confirmed by the Agent, the Borrower's Financial Performance Level will
         determine the Applicable Margin effective for Revolving Loans, Term
         Loans and the fees for non-use of the Revolving Loan Commitments for
         the three month period beginning on the tenth day of the month
         following the month in which the Agent receives such quarterly
         financial statements if the Agent receives such quarterly financial
         statements prior to the last five (5) Business Days of the month
         following the end of such fiscal quarter. If the Agent receives such
         quarterly financial statements during the last five (5) Business Days
         of the month following the end of such fiscal quarter, any reduction in
         the Applicable Margin will be delayed until the tenth day of the second
         month following the month in which the Agent receives such quarterly
         financial statements, but any increase in the Applicable Margin will be
         effective retroactively to the tenth day of the month following the
         month in which the Agent receives such quarterly financial statements.
         If the Agent does not receive such quarterly statements prior to the
         end of the month following the end of such fiscal quarter, the
         Borrower's Financial Performance Level shall be deemed to be Level 1
         retroactively beginning with the tenth day of the second month
         following the end of such fiscal quarter.

                  "Cash Interest Coverage Ratio" shall mean for any period of
         determination, the ratio of: (a) EBITDA for such period; over (b) the
         consolidated amount of cash interest paid by Borrower during such
         period.

                  "EBITDA" shall mean the net consolidated income of the
         Borrower before provision for income taxes, interest expense (including
         without limitation, implicit interest expense on capitalized leases),
         depreciation (including, without limitation, depreciation of breeding
         stock), amortization and other noncash expenses or charges, excluding
         (to the extent included): (a) nonoperating gains (including without
         limitation, extraordinary or nonrecurring gains, gains from
         discontinuance of operations and gains arising from the sale of assets
         other than Inventory) during the applicable period; and (b) similar
         nonoperating losses during such period.

                                       3`

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`"Financial Performance Level" shall mean the applicable level
         of the Borrower's financial performance determined in accordance with
         the table set forth below.

         Financial     Leverage Ratio
         Performance
         Level
         Level 1       Greater than or equal to 4.50 to 1.0
         Level 2       Less than 4.50 to 1.0 but greater than or equal to 4.00 to 1.0
         Level 3       Less than 4.00 to 1.0 but greater than or equal to 3.50 to 1.0
         Level 4       Less than 3.50 to 1.0 but greater than or equal to 3.00 to 1.0
         Level 5       Less than 3.00 to 1.0 but greater than or equal to 2.50 to 1.0
         Level 6       Less than 2.50 to 1.0 but greater than or equal to 2.00 to 1.0
         Level 7       Less than 2.00 to 1.0

                  "LC Commitment" shall mean as to any Lender, such Lender's Pro
         Rata Percentage of $15,000,000 using the percentage set forth opposite
         such Lender's name under the heading "Revolving Loan Commitments" on
         Exhibit 1H, as such amount may be reduced or terminated from time to
         time pursuant to Section 4.4 or 11.1, less such Lender's Pro Rata
         Percentage of the LC Obligations, and "LC Commitments" shall mean
         collectively, the LC Commitments for all the Lenders.

                  "Leverage Ratio" shall mean for any period of determination,
         the ratio of: (a) the amount of Borrower's consolidated interest
         bearing debt outstanding at the end of such period; over (b) EBITDA for
         the prior four fiscal quarters.

                  "Revolving Maturity Date" shall mean the earlier of: (i)
         August 21, 2004; or (ii) the date of the termination in whole of the
         Commitments pursuant to Section 4.4 or 11.1.

                  "Tangible Net Worth" shall mean as of any particular date, the
         difference between: (a) the Borrower's consolidated total assets as
         they would normally be shown on the balance sheet of the Borrower,
         adjusted by deducting: (i) all values attributable to General
         Intangibles, including without limitation, prepaid expenses, except:
         bank deposit accounts; Margin Accounts; government subsidy; set aside;
         diversion; deficiency or disaster payments receivable which are
         properly assigned to the Agent, and by deducting (ii) Accounts due from
         Affiliates with no further adjustment required for Accounts due from
         Affiliates

                                       4`

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`already eliminated in consolidation except Accounts due from
          Affiliates which the Borrower could legally collect by setoff against
          Accounts due to Affiliates; and (b) the Borrower's consolidated total
          liabilities as they would normally be shown on the balance sheet of
          the Borrower.

                  "Working Capital" shall mean as of any particular date, the
         amount of the Borrower's consolidated current assets (including the net
         book value of breeding stock), adjusted by deducting prepaid expenses
         (excluding deferred income taxes), less the Borrower's combined current
         liabilities (including without limitation, the aggregate amount of
         Revolving Loans outstanding), treating all amounts currently owing to
         Affiliates (except amounts owing to Affiliates eliminated by
         consolidation) as current liabilities and giving no value as assets to
         any amounts currently owing from Affiliates.

     2. Financial Covenants and Ratios. Section 9.6 of the Credit Agreement is
amended to read in full as follows:

               9.6 Financial Covenants and Ratios.

               The Borrower shall maintain as of the end of each fiscal quarter
          of Borrower:

               (a) minimum Tangible Net Worth of not less than $220,000,000,
          plus 50% of the positive cumulative fiscal year end audited net income
          for Fiscal Year 2001 and each Fiscal Year thereafter;

               (b) minimum Working Capital of not less than $35,000,000;

               (c) minimum average four quarter EBITDA based on rolling eight
          quarter periods, as of the end of each of Borrower's fiscal quarters,
          of $85,000,000 (calculated by adding prior eight quarters EBITDA and
          dividing by 2);

               (d) a maximum Leverage Ratio as of the end of each of Borrower's
          fiscal quarters as follows: first and second fiscal quarter 2003 / 4.5
          to 1.0; third fiscal quarter 2003 / 4.9 to 1.0; and each fiscal
          quarter thereafter / 4.5 to 1.0; and

               (e) a minimum Cash Interest Coverage Ratio as of the end of each
          of Borrower's fiscal quarters of 2.5 to 1.0.

                                       5`

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`3. Capital Investment Limitations. Section 10.7 of the Credit Agreement is
amended to read in full as follows:

     10.7 Capital Investment Limitations.

                  The Borrower shall not purchase, invest in or otherwise
         acquire additional real estate, equipment or other fixed assets (other
         than the replacement of breeding animals in the ordinary course of
         business) which would cause its Capital Spending Amount in any one
         Fiscal Year, beginning with fiscal year 2003, to exceed $30,000,000.
         Provided, however 35% of the unused amount of the limit for Borrower's
         2003 Fiscal Year and the Borrower's Fiscal Years thereafter may be
         carried forward into the Borrower's 2004 Fiscal Year and into the
         following Fiscal Years, respectively.

     4. Exhibit 9D to the Credit Agreement, Form of Compliance Certificate, is
replaced with Exhibit 9E to this Amendment.

     5. Conditions and Payment of Amendment Fee. Subject to the following
conditions, this Amendment shall be effective as of the date of this Amendment
(June 28, 2002) even though such conditions may not be satisfied until after
said date: (i) the execution and delivery of this Amendment, together with
Secretaries Certificates of Resolutions authorizing the execution of this
Amendment, and (ii) the payment by Borrower to the Agent for distribution to the
Lenders (based on their respective Pro Rata Percentages), of an amendment fee in
the amount of Two Hundred Ninety Two Thousand Nine Hundred Sixty Nine Dollars
($292,969), which fee shall be fully earned as of the date of this Amendment
and, at the option of the Agent, shall be paid by Agent initiated Loans.

     6. Incorporation of Credit Agreement. The parties agree that this Amendment
shall be an integral part of the Credit Agreement, that all of the terms set
forth therein are incorporated in this Amendment by reference, and that all
terms of this Amendment are incorporated therein as of the date of this
Amendment. All of the terms and conditions of the Credit Agreement, which are
not modified in this Amendment, shall remain in full force and effect. To the
extent the terms of this Amendment conflict with the terms of the Credit
Agreement, the terms of this Amendment shall control.

     7. Counterpart and Facsimile Signatures. This Amendment may be executed in
several counterparts, each of which shall be deemed to be an original (whether
such counterpart is originally executed or an electronic or facsimile copy of an
original) and all of which shall constitute together but one and the same

                                       6`

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`document.

[The rest of this page is intentionally left blank - Signature pages follow]






                                       7`

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`[Signature page to Seventh Amendment]

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

                                        PREMIUM STANDARD FARMS, INC.,
                                        a Delaware corporation
ATTEST:

By:  /s/ Gerard J. Schulte              By:  /s/ Stephen A. Lightstone
   ----------------------------             ------------------------------------
Its:     Secretary                      Its:    Executive Vice President and CFO
     --------------------------              -----------------------------------

                                        LUNDY INTERNATIONAL, INC., a
                                        North Carolina corporation
ATTEST:

By:   /s/ Gerard J. Schulte             By:  /s/ Stephen A. Lightstone
   ----------------------------             ------------------------------------
Its:      Secretary                     Its:    Executive Vice President and CFO
     --------------------------              -----------------------------------

                                        PREMIUM STANDARD FARMS OF
                                        NORTH CAROLINA, INC., a Delaware
                                        corporation
ATTEST:

By:   /s/ Gerard J. Schulte             By:  /s/ Stephen A. Lightstone
   ----------------------------             ------------------------------------
Its:      Secretary                     Its:  Executive Vice President & CFO
     --------------------------              -----------------------------------

                                        LPC TRANSPORT, INC., a Delaware
                                        corporation
ATTEST:

By:   /s/ Gerard J. Schulte             By: /s/ Stephen A. Lightstone
   ----------------------------             ------------------------------------
Its:      Secretary                     Its:  Executive Vice President & CFO
     --------------------------              -----------------------------------

                                        U.S. BANK NATIONAL
                                        ASSOCIATION, as Agent and as a
                                        Lender
                                        950 17th Street, Suite 350
                                        Denver, Colorado  80202

                                        By: /s/ Dwayne Shays
                                            ------------------------------------
                                        Its:  Vice President
                                             -----------------------------------


                                       8`

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`[Signature page to Seventh Amendment]


                                        FARM CREDIT SERVICES OF
                                        WESTERN MISSOURI, PCA

                                        By:  /s/ Terry Erdson
                                            ------------------------------------
                                        Its:  Senior Vice President
                                             -----------------------------------

                                        HARRIS TRUST AND SAVINGS BANK

                                        By:  /s/ Joe R. Conley
                                            ------------------------------------
                                        Its:  Vice President
                                             -----------------------------------

                                        FARM CREDIT SERVICES OF AMERICA, FLCA

                                        By:  /s/
                                            ------------------------------------
                                        Its:  Vice President
                                             -----------------------------------

                                        FIRST NATIONAL BANK OF OMAHA

                                        By: /s/ Kevin P. Thompson
                                            ------------------------------------
                                        Its:  Second Vice President
                                             -----------------------------------

                                        LASALLE BANK NATIONAL
                                        ASSOCIATION

                                        By: /s/ Lou D. Banach
                                            ------------------------------------
                                        Its: /s/ First Vice President
                                             -----------------------------------

                                        COOPERATIEVE CENTRALE
                                        RAIFFEISEN-BOERENLEENBANK
                                        B.A., "RABOBANK
                                        INTERNATIONAL", NEW YORK
                                        BRANCH

                                        By: /s/ Shane Bownds
                                            ------------------------------------
                                        Its:  Vice President
                                             -----------------------------------

                                        By: /s/ Ian Reese
                                            ------------------------------------
                                        Its:  Managing Director
                                             -----------------------------------




                                       9`

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`[Signature page to Seventh Amendment]

                       ACKNOWLEDGMENT OF GUARANTOR

         The undersigned Guarantor acknowledges the foregoing Seventh Amendment
to Credit Agreement and consents to all of the terms and provisions thereof.

                                    PSF GROUP HOLDINGS, INC., a
                                    Delaware corporation
ATTEST:

By: /s/ Gerard J. Schulte           By:  /s/ Stephen A. Lightstone
   -----------------------------        ----------------------------------------
Its:    Secretary                   Its:  Executive Vice President and CFO
     ---------------------------         ---------------------------------------






                                       10`