Exhibit 4.1



 EXHIBIT 4.1 
  
 AMENDMENT NO. 4 
  
 AMENDMENT NO. 4 dated as of September 29, 2003, among SMITHFIELD FOODS, INC., a corporation duly organized and validly existing under the laws of the
State of Virginia (the “Borrower”); each of the Subsidiaries of the Borrower identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Subsidiary Guarantor” and,
collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”); and JPMORGAN CHASE BANK in its capacity as administrative agent for the lenders party to the below-referenced Credit
Agreement (in such capacity, together with its successors in such capacity, the “Administrative Agent”). 
  
 The Borrower, the Subsidiary Guarantors, the lenders named therein and the Administrative Agent are parties to a Multi-Year Credit Agreement dated as of
December 6, 2001 (as heretofore modified and supplemented and in effect on the date hereof, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by said Lenders to the
Borrower in an aggregate principal or face amount not exceeding $900,000,000. 
  
 The Borrower wishes to amend the Credit Agreement in certain respects and, in that connection, the Administrative Agent has been granted authority by the Required Lenders (as defined in the Credit Agreement) to
execute and deliver this Amendment No. 4. Accordingly, the Obligors and the Administrative Agent on behalf of the Required Lenders, hereto hereby agree as follows: 
  
 Section 1. Definitions. Except as otherwise defined in this Amendment No. 4, terms defined in the Credit Agreement
are used herein as defined therein. 
  
 Section 2.
Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows: 
  
 2.01. References in the Credit Agreement (including references to the Credit
Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended
hereby. 
  
 2.02. Restrictive Agreements. Clause (a) of
Section 6.08 of the Credit Agreement shall be amended to read in its entirety as follows: 
  
 “(a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets as
collateral security for any obligations of the Borrower or any such Subsidiary under the Loan Documents, or” 
  
 Amendment No. 4 







 Section 3. Representations and Warranties. The Borrower represents and warrants to the Lenders
that the representations and warranties set forth in Article III of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof and as if each reference in said Article III to “this Agreement”
included reference to this Amendment No. 4. 
  
 Section 4.
Condition Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon the execution and delivery of counterparts of this Amendment No. 4 by the Obligors and the Administrative Agent. 

 
 Section 5. Miscellaneous. Except as provided herein, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment No. 4 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may
execute this Amendment No. 4 by signing any such counterpart. This Amendment No. 4 shall be governed by, and construed in accordance with, the law of the State of New York. 
  
 Amendment No. 4 
  

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 IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as of the date first written above.

  

	 SMITHFIELD FOODS, INC.

		
	 By:
	 	 /s/ Orville G. Lunking


	 Name: Orville G. Lunking

	 Title: Corporate Treasurer



  
 SUBSIDIARY
GUARANTORS 
  

		
	 CODDLE ROASTED MEATS, INC.
	  	 BROWN’S OF CAROLINA LLC

	 GWALTNEY OF SMITHFIELD, LTD.
	  	 CARROLL’S FOODS LLC

	 HANCOCK’S OLD FASHIONED COUNTRY HAM, INC.
	  	 CARROLL’S FOODS OF VIRGINIA LLC

	 IOWA QUALITY MEATS, LTD.
	  	 CENTRAL PLAINS FARMS LLC

	 JOHN MORRELL & CO.
	  	 CIRCLE FOUR LLC

	 LYKES MEAT GROUP, INC.
	  	 MURPHY FARMS LLC

	 MOYER PACKING COMPANY
	  	 QUARTER M FARMS LLC,

	 MURCO FOODS, INC.
	  	 each a Delaware limited liability company

	 NORTH SIDE FOODS CORP.
	  	 	  	 	  	 
	 PACKERLAND PROCESSING COMPANY, INC.
	  	By	  	 MURPHY-BROWN LLC,

	 PACKERLAND HOLDINGS, INC.
	  	 	  	 a Delaware limited liability company,

	 PATRICK CUDAHY INCORPORATED
	  	 	  	 as a sole member of each

	 PREMIUM PORK, INC.
	  	 	  	 	  	 
	 QUIK-TO-FIX FOODS, INC.
	  	 	  	 	  	 
	 STADLER’S COUNTRY HAMS, INC.
	  	 	  	By	  	 JOHN MORRELL & CO.,

	 SUN LAND BEEF COMPANY
	  	 	  	 	  	 a Delaware corporation,

	 SUNNYLAND, INC.
	  	 	  	 	  	 as its sole member

	 THE SMITHFIELD COMPANIES, INC.
	  	 	  	 	  	 
	 THE SMITHFIELD PACKING COMPANY, INCORPORATED
	  	 	  	 	  	 /s/ Orville G. Lunking


	 STEFANO FOODS, INC.
	  	 	  	 	  	 Name: Orville G. Lunking

	 THE SMITHFIELD HAM AND PRODUCTS COMPANY, INCORPORATED
	  	 	  	 	  	 Title: Treasurer

				
	 By:    /s/ Orville G. Lunking

	  	 	  	 	  	 
	 Name: Orville G. Lunking
	  	 	  	 	  	 
	 Title: Treasurer
	  	 	  	 	  	 

  
 Amendment No. 4

  

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	 MURPHY-BROWN LLC,
	  	 GREAT LAKES CATTLE CREDIT COMPANY, LLC,

	     a Delaware limited liability company
	  	 a Delaware limited liability company,

						
	 	  	By	  	 JOHN MORRELL & CO.,
	  	 	  	 	  	 
	 	  	 	  	 a Delaware corporation,
	  	 	  	            By	  	 PACKERLAND HOLDINGS,

	 	  	 	  	 as its sole member
	  	 	  	 	  	 INC., a Delaware corporation,

	 	  	 	  	 	  	 	  	 	  	 as its sole member

	 	  	 	  	 /s/ Orville G. Lunking

	  	 	  	 	  	 
	 	  	 	  	 Name: Orville G. Lunking
 Title: Treasurer
	  	 	  	 	  	 /s/ Orville G. Lunking


	 	  	 	  	 	  	 	  	 	  	 Name: Orville G. Lunking

	 	  	 	  	 	  	 	  	 	  	 Title: Treasurer


  
 ADMINISTRATIVE
AGENT 
  

	 JPMORGAN CHASE BANK, as

	     Administrative Agent

		
	 By:
	 	 /s/ B.B. Wuthrich


	 	 	     Name: B.B. Wuthrich

	 	 	     Title: Vice President



  
 Amendment No.
4 
  

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