AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

This Amendment No. 2 to Second Amended and Restated Credit and Security Agreement, dated as of April 30, 2016 (this “Second Amendment”) is by and among Smithfield Receivables Funding LLC, a Delaware limited liability company (“Borrower”), Smithfield Foods, Inc., a Virginia corporation (“Smithfield”), as initial servicer (the “Servicer” together with Borrower, the “Loan Parties” and each, a “Loan Party”), Coöperatieve Rabobank, U.A. (formerly known as Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”), New York Branch (“Rabobank”), in its capacity as administrative agent (the “Administrative Agent” collectively with the Administrative Agent and Co-Agents, the “Agents”) and in its capacity as letter of credit issuer (the “Letter of Credit Issuer”), and the Lenders and the Co-Agents from time to time party to that certain Second Amended and Restated Credit and Security Agreement. Each of the Loan Parties, the Agents, the Letter of Credit Issuer, the Lenders and the Co-Agents may be referred to herein as a “Party” or collectively as the “Parties.”

WHEREAS, each of the Parties is a party to that certain Second Amended and Restated Credit and Security Agreement dated as of April 28, 2014 among the Loan Parties, the Agents, the Letter of Credit Issuer, the Lenders and the Co-Agents (as amended prior to the date hereof, the “Original Agreement”); and

WHEREAS, the Parties desire to amend the Original Agreement in the manner set forth in this Second Amendment and in accordance with Section 14.1(b) of the Original Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Parties hereby agree as follows:

Section 1.1    Amendment. With effect from April 30, 2016, Schedule A to the Original Agreement shall be hereby amended by deleting the reference to “$325,000,000” therein, and replacing it with “$275,000,000”.

Section 1.2     Effect of Amendment. Except as expressly set forth herein, this Second Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 1.3    References. On and after the effective date of this Second Amendment, each reference in the Original Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” and words of similar import referring to the Original Agreement, and each reference in the other Transaction Documents to the “Credit and Security Agreement”, “thereunder”, “thereof” or words of similar import referring to the Original Agreement, shall mean a reference to the Original Agreement, as amended by and in accordance with this Second Amendment.

Section 2.1.    Each of the Loan Parties represents and warrants to the Agents and the Lenders on the date hereof that it has duly authorized, executed and delivered this Second Amendment and that this Second Amendment constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)).

Section 2.2. Each of the Loan Parties further represents and warrants to the Agents and the Lenders that, as of the date of this Second Amendment: (a) each of the representations and warranties made by it pursuant to Section 5.1 of the Original Agreement is true and correct as though made on and as of such date (except with respect to those representations and warranties that by their express terms relate solely to an earlier date) and (b) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event (as such terms are defined in the Receivables Sale Agreement).

Section 3.1    Definitions; Interpretation. All capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Original Agreement.

Section 3.2    Headings. The section headings contained in this Second Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Second Amendment.

Section 3.3    Amendment. No provision of this Second Amendment may be amended, modified or supplemented except by the written agreement of all of the Parties.    

Section 3.4    Counterparts. This Second Amendment may be executed in any number of counterparts and by different Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.

Section 3.5    Transaction Document. This Second Amendment shall constitute a Transaction Document.

Section 3.6    Miscellaneous. Sections 14.5, 14.8, 14.9, 14.10 and 14.11 of the Original Agreement are incorporated by reference in and shall apply to this Second Amendment as if set out herein in their entirety.

IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be duly executed as of the date first above written.

SMITHFIELD RECEIVABLES FUNDING LLC,

AS BORROWER

By: SFFC, Inc., its managing member

By:    /s/ Jeffrey A. Porter

Name:    Jeffrey A. Porter

Title:    President

Baynard Bldg., Suite 103

Wilmington, DE 19810

Attention: Jeffrey Porter
Telecopy No.: 302 ###-###-####

With a copy to:    

c/o Smithfield Foods, Inc.

200 Commerce Street

Smithfield, VA 23430,

Attention: Timothy Dykstra
Telecopy No.: 757 ###-###-####

SMITHFIELD FOODS, INC.,

AS SERVICER

By:    /s/ Timothy Dykstra

Name:    Timothy Dykstra

Title:    Vice President and Corporate Treasurer

200 Commerce Street

Smithfield, VA 23430,

Attention: Timothy Dykstra
Telecopy No.: 757 ###-###-####

and Glenn Nunziata
Telecopy No.: 757 ###-###-####

COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH,

AS ADMINISTRATIVE AGENT AND AS LETTER OF CREDIT ISSUER

By:    /s/ Christopher Lew

Name:    Christopher Lew

Title:    Executive Director

By:    /s/ Thomas McNamara

Name:    Thomas McNamara

Title:    Vice President

Email: ***@***
Phone:     ###-###-####
Fax:     ###-###-####

COÖPERATIEVE RABOBANK, U.A.,

AS A COMMITTED LENDER

By:    /s/ E. van Esveld

Name:    E. van Esveld

Title:

By:    /s/ B de Boo

Name:    B de Boo

Title:    Director

3521 CB Utrecht

Netherlands

Email: l ***@***