<PAGE>

                                                                  EXHIBIT 4.4(a)

                            SMITHFIELD FOODS, INC.

                           AMENDMENT AGREEMENT NO. 1


                                                          As of December 7, 2001


To each of the Current Holders
Named in Annex 1 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.

          1.1. Note Issuance, etc.

          The Issuer issued and sold:

               (a)  Nine Million Eight Hundred and Fifty-Two Thousand Nine
          Hundred Forty-Two Dollars ($9,852,942) in aggregate principal amount
          of 8.41% Series B Senior Secured Notes due August 1, 2006 (as they may
          be amended, restated or otherwise modified from time to time, the
          "Series B Notes");

               (b)  Forty Million Dollars ($40,000,000) in aggregate principal
          amount of its 8.34% Series C Senior Secured Notes due August 1, 2003
          (as they may be amended, restated or otherwise modified from time to
          time, the "Series C Notes");

               (c)  Nine Million Dollars ($9,000,000) in aggregate principal
          amount of its 9.80% Series D Senior Secured Notes due August 1, 2003
          (as they may be amended, restated or otherwise modified from time to
          time, the "Series D Notes");

               (d)  Nine Million Two Hundred Fifty Thousand Dollars ($9,250,000)
          in aggregate principal amount of its 10.75% Series E Senior Secured
          Notes due August 1, 2005 (as they may be amended, restated or
          otherwise modified from time to time, the "Series E Notes");

               (e)  One Hundred Million Dollars ($100,000,000) in aggregate
<PAGE>

          principal amount of its 8.52% Series F Senior Secured Notes due August
          1, 2006 (as they may be amended, restated or otherwise modified from
          time to time, the "Series F Notes");

               (f)  Fourteen Million Dollars ($14,000,000) in aggregate
          principal amount of its 9.85% Series G Senior Secured Notes due
          November 1, 2006 (as they may be amended, restated or otherwise
          modified from time to time, the "Series G Notes"); and

               (g)  Fourteen Million Seven Hundred Seventy-Nine Thousand Four
          Hundred and Twelve Dollars ($14,779,412) in aggregate principal amount
          of its 8.41% Series H Senior Secured Notes due August 1, 2004 (as they
          may be amended, restated or otherwise modified from time to time, the
          "Series H Notes");

pursuant to those separate Amended and Restated Note Purchase Agreements each
dated as of October 31, 1999 between the Issuer and the purchasers named in
Annex 1 thereto (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 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; PREPAYMENT.

          3.1  Amendments.

          Subject to Section 5, the Current Holders and the Issuer hereby agree
to each of the amendments to the Current Holders' rights with respect to the
Existing Purchase Agreements as provided for by this Amendment Agreement No. 1
(this "Amendment Agreement") in the manner specified in Exhibit A. Such
amendments are referred to herein, collectively, as the "Amendments".

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

                                       2
<PAGE>

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.

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

          4.5. Credit Agreement.

          All representations and warranties of the Issuer in the Credit
Agreement are true and correct in all material respects.

5.        EFFECTIVENESS OF AMENDMENTS.

                                       3
<PAGE>

          5.1. Conditions.

          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 such amendments by
executing and delivering the applicable counterparts of this Amendment
Agreement.  It is understood that any Current Holder may withhold its consent
for any reason, and that, without limitation of the foregoing, any Current
Holder hereby makes the granting of its consent contingent upon delivery to it
of the following:

               (a) true and correct copies of the fully executed Multi-Year
          Credit Agreement among the Issuer, certain of its subsidiaries, JP
          Morgan Chase Bank as administrative agent and the lenders party
          thereto dated as of December 7, 2001 (the "Credit Agreement");

               (b) the Current Holders shall have received from the Issuer an
          executed Intercreditor Agreement by and among the Issuer, each of the
          subsidiaries of the Issuer identified therein under the caption
          "Subsidiary Guarantors", each of the banks and other financial
          institutions identified therein under the caption "Initial Lenders",
          JP Morgan Chase Bank in its capacity as administrative agent and in
          its capacity as collateral agent, each of the Current Holders, and
          First Union National Bank as security trustee, in form and substance
          satisfactory to the Current Holders;

               (c) the payment of the expenses to be paid on behalf of the
          Current Holders pursuant to Section 6 of this Amendment Agreement (to
          the extent a statement therefore has been presented to the Issuers on
          or prior to the Effective Date);

               (d) the Current Holders shall have received from each of the
          guarantors to the Credit Agreement (the "Additional Guarantors"), a
          fully executed Guaranty, in form and substance satisfactory to the
          Current Holders, unconditionally guaranteeing in full the obligations
          of the Issuer under or in respect of the Notes and Existing Purchase
          Agreements; and

               (e) the Current Holders shall have received from special counsel
          to the Additional Guarantors, a closing opinion, dated as of the
          Effective Date, and in form and substance satisfactory to the Current
          Holders. This Section 5.1(e) shall constitute direction by each of the
          Additional Guarantors to such counsel to deliver such closing opinion
          to the Current Holders.

          5.2. Agreement and Reaffirmation of each Guarantor.

                                       4
<PAGE>

          By their execution and delivery of this Amendment Agreement, each
Guarantor agrees and consents to the Amendments and reaffirms its obligation to
unconditionally guaranty in full all of the obligations of the Issuer under or
in respect of the Notes and the Existing Purchase Agreements as amended hereby
under its Joint and Several Guaranty dated as of July 15, 1996, as the same may
be amended, restated, modified or supplemented from time to time.

6.        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 Dana LLP, incurred in connection with the preparation,
negotiation and delivery of this Amendment Agreement and any other documents
related thereto.  Nothing in this Section shall limit the Issuer's obligations
pursuant to Section 1.4 of the Existing Purchase Agreements.

7.        MISCELLANEOUS.

          7.1. 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.

          7.2. 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.

          7.3. 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

                                       5
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          COMMONWEALTH OF VIRGINIA EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW
          OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A
          JURISDICTION OTHER THAN VIRGINIA.

                                       6
<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

                                       7
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     The foregoing Amendment Agreement is hereby accepted as of the date first
above written.


JOHN HANCOCK LIFE INSURANCE
COMPANY



By: /s/ Scott A. McFetridge
    -----------------------
Name: Scott A. McFetridge
Title: Managing Director


JOHN HANCOCK VARIABLE LIFE
INSURANCE COMPANY



By: /s/ Scott A. McFetridge
    -----------------------
Name: Scott A. McFetridge
Title: Managing Director


MELLON BANK, N.A., solely in its capacity as
Trustee for the BELL ATLANTIC MASTER TRUST,
(as directed by John Hancock Financial Services, Inc.),
and not in its individual capacity



By: /s/ Bernadette Rist
    -------------------
Name: Bernadette Rist
Title: Authorized Signatory

                                       8
<PAGE>

MELLON BANK, N. A., solely in its capacity as
Trustee for the LONG-TERM INVESTMENT TRUST,
(as directed by John Hancock Financial Services, Inc.),
and not in its individual capacity



By: /s/ Bernadette Rist
    -------------------
Name: Bernadette Rist
Title: Authorized Signatory


THE NORTHERN TRUST COMPANY, AS
TRUSTEE OF THE LUCENT TECHNOLOGIES
INC. MASTER PENSION TRUST
By:   John Hancock Life Insurance Company,
      as Investment Manager


      By: /s/ Scott A. McFetridge
          -----------------------
      Name: Scott A. McFetridge
      Title: Authorized Signatory

                                       9
<PAGE>

THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY



By: /s/ David A. Barras
    -------------------
Name: David A. Barras
Title: Its Authorized Representative


AMERICAN GENERAL LIFE AND ACCIDENT
INSURANCE COMPANY (successor by merger to The
Independent Life and Accident Insurance Company)
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:  American General Investment Management, L.P.
     By:  American General Investment Management
          Corporation, it general partner


          By: /s/ Lochlan O. McNew
              --------------------
          Name: Lochlan O. McNew
          Title: Senior Vice President

                                       10
<PAGE>

UNITED OF OMAHA LIFE INSURANCE COMPANY



By: /s/ Illegible
    -------------
Name: Illegible
Title: First Vice President


COMPANION LIFE INSURANCE COMPANY



By: /s/ Edwin H. Garrison, Jr.
    -------------------------
Name: Edwin H. Garrison, Jr.
Title: Assistant Treasurer



MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:  David L. Babson & Company, Inc.,
     as Investment Adviser



     By: /s/ Kathleen Lynch
         ------------------
     Name: Kathleen Lynch
     Title:  Managing Director

                                       11
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY (as successor in interest to Unicare
Life & Health Insurance Company)
By:  David L. Babson & Company, Inc.,
     as Investment Adviser



     By: /s/ Kathleen Lynch
         ------------------
     Name: Kathleen Lynch
     Title:  Managing Director


C.M. LIFE INSURANCE COMPANY
By:  David L. Babson & Company, Inc.,   as
     Investment Sub-Adviser



By: /s/ Kathleen Lynch
    ------------------
Name: Kathleen Lynch
Title:  Managing Director

                                       12
<PAGE>

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


MURPHY FARMS LLC
CIRCLE FOUR LLC
BROWN'S OF CAROLINA, LLC
CARROLL'S FOODS LLC
SMITHFIELD PACKING REAL ESTATE, LLC
BROWN'S FARMS, LLC
MURPHY-BROWN LLC
QUARTER M LLC,
each a Delaware limited liability company

By   MURPHY-BROWN LLC,
     a Delaware corporation,
     as its sole member of each

     By   JOHN MORRELL & CO.,
          a Delaware corporation,
          as its sole member


          /s/ Danial G. Stevens
          ---------------------
          Daniel G. Stevens
          Vice President

GWALTNEY OF SMITHFIELD, LTD.
JOHN MORRELL & CO.
THE SMITHFIELD PACKING COMPANY, INCORPORATED
SFFC, INC.
PATRICK CUDAHY INCORPORATED
CARROLL'S REALTY, INC.
CARROLL'S REALTY PARTNERSHIP
NORTH SIDE FOODS CORP.
LYKES MEAT GROUP, INC.
SMITHFIELD-CARROLL'S FARMS
CENTRAL PLAINS FARMS, INC.


By: /s/ Daniel G. Stevens
    ---------------------
Daniel G. Stevens
Vice President

                                       13
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                                   Annex 1-1
<PAGE>

Exhibit A

                  AMENDMENTS TO EXISTING PURCHASE AGREEMENTS

     1.   Section 6.9 of the Existing Purchase Agreements is hereby amended and
restated in its entirety to read as follows:

     "6.9 Restrictions on Dividends, etc.

          The Company shall not, and shall not permit any Subsidiary to, create
     or otherwise cause or suffer to exist or become effective any restriction
     or encumbrance (other than statutory, regulatory or common law
     restrictions) on the right or power of any Subsidiary to

          (a)  pay dividends or make any other distributions on such
     Subsidiary's stock to the Company or any Subsidiary,

          (b)  pay any indebtedness owed by such Subsidiary to the Company or
     any Subsidiary,

          (c)  make loans or pay advances to the Company or any Subsidiary, or

          (d)  transfer any of its Property to the Company or any Guarantor;

provided, however, that:

          (x)  a Subsidiary may be subject to an encumbrance or restriction
     described in subsection (d) above if such encumbrance or restriction (i)
     restricts in a customary manner the subletting, assignment or transfer of
     any property or asset that is subject to a lease, license, or similar
     contract, (ii) exists by virtue of any transfer of, agreement to transfer,
     option, or right with respect to, any property or assets of the Company or
     any Subsidiary not otherwise prohibited by this Note Purchase Agreement, or
     (iii) is contained in a security agreement, mortgage or other similar
     document securing Debt of the Company or any Subsidiary that is permitted
     hereunder to the extent such restriction or encumbrance restricts the
     transfer of the property subject to such agreement, or (iv) ordinary course
     provisions restricting the assignability of contracts;

          (y)  a Subsidiary may be subject to restrictions on the payment of
     dividends or the making of other distributions on its

                                  Exhibit A-1
<PAGE>

     stock to the Company or the other Subsidiaries so long as such restrictions
     permit the payment of such dividends and the making of such other
     distributions that are necessary in order to make any and all payments due
     (including, without limitation, any and all amounts due by way of
     acceleration, required or optional prepayment or otherwise) in connection
     with the Notes, the Note Purchase Agreements and the other Financing
     Documents, and any and all indebtedness used to refinance or repay such
     indebtedness (without increase as to principal amount or interest rate of
     such refinancing indebtedness); and

          (z)  a Subsidiary may be subject to any such encumbrance and
     restriction that is not otherwise allowed under subsections (x) and (y)
     above, so long as the aggregate contributions to Consolidated EBITDA for
     the period of four (4) fiscal quarters then most recently ended of all
     Subsidiaries subject to such encumbrances and restrictions that are not
     otherwise allowed under subsections (x) and (y) above, are less than or
     equal to fifteen percent (15%) of such Consolidated EBITDA; such
     contribution shall be based on the earnings before interest, taxes,
     depreciation and amortization of each such Subsidiary for such fiscal
     year."

     2.   The following definitions in Section 9.1 of the Existing Purchase
Agreements are hereby amended and restated read as follows:

          "Credit Facility -- means that certain Multi-Year Credit Agreement
     among the Company, certain of the Subsidiaries, JP Morgan Chase Bank as
     administrative agent and the lenders party thereto, providing for an
     aggregate amount of up to seven hundred fifty million dollars
     ($750,000,000) in loans to the Company, as it may be amended, supplemented,
     or modified from time to time and any renewal, increase, extension,
     refunding, restructuring, replacement or refinancing thereof (whether with
     the original administrative agent and lenders or another administrative
     agent or agents or one or more other lenders and whether provided under the
     original Multi-Year Credit Agreement or one or more other credit or other
     agreements)."

                                  Exhibit A-2