AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

This Amendment No. 2 to Amended and Restated Receivables Sale Agreement dated as of May 31, 2013 (this “Second Amendment”) is by and among Smithfield Foods, Inc., a Virginia corporation (“Smithfield”), SFFC, Inc., a Delaware corporation (“SFFC”), each of Farmland Foods, Inc., a Delaware corporation, Smithfield of Canada, Ltd., a company incorporated under the laws of Canada, The Smithfield Packing Company, Incorporated, a Delaware corporation, Premium Pet Health, LLC, a Delaware limited liability company, Patrick Cudahy, LLC, a Delaware limited liability company, John Morrell & Co., a Delaware corporation, Smithfield Global Products, Inc., a Delaware corporation, Armour-Eckrich Meats LLC, a Delaware limited liability company, Smithfield Specialty Foods Group, LLC, a Delaware limited liability company (“Specialty Foods”), and American Skin Food Group, LLC, a North Carolina limited liability company (“American Skin”), and such other Originators that may become party to the Original Agreement with the consent of the Administrative Agent (each, unless excluded from the Original Agreement as an Excluded Originator in accordance therewith, an “Originator”) , and Smithfield Receivables Funding LLC, a Delaware limited liability company (“Buyer”). Each of Smithfield, SFFC, each Originator and Buyer may be referred to herein as a “Party” or collectively as the “Parties”.

WHEREAS, each of the Parties (other than Specialty Foods and American Skin) is a party to that certain Amended and Restated Receivables Sale Agreement dated as of January 31, 2013 among Smithfield, SFFC, the Originators (other than Specialty Foods and American Skin) and Buyer (as amended prior to the date hereof, the “Original Agreement”);

WHEREAS, the Parties desire to amend the Original Agreement in the manner set forth in this Second Amendment and in accordance with Section 7.1(b) of the Original Agreement and Section 7.1(g) of the Credit and Security Agreement; and

WHEREAS, the Parties are entering into this Second Amendment with the written consent of the Administrative Agent for the benefit of the Lenders.

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 May 1, 2013:

Section 1.2    Joinder. Each of Specialty Foods and American Skin hereby acknowledges the Original Agreement and acknowledges, agrees and confirms that, by its execution of this Second Amendment, it will be deemed to be an Originator under the Original Agreement, as amended by this Second Amendment, and shall have all of the obligations of an Originator thereunder as if it had executed the Original Agreement, as amended by this Second Amendment.

Section 1.3     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 1.4    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 “Sale 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 Smithfield, SFFC and each Originator represents and warrants to Buyer 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 Smithfield, SFFC and each Originator further represents and warrants to Buyer that, as of the date of this Second Amendment: (a) each of the representations and warranties made by it pursuant to Section 2.1 of the Original Agreement (as amended by this Second Amendment) 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.

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 7.4, 7.7, 7.8, 7.9 and 7.10 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 FOODS, INC.

By: /s/ Timothy Dykstra
Name: Timothy Dykstra
Title: Vice President

SFFC, INC.

By: /s/ Jeffrey A. Porter

Name: Jeffrey A. Porter

Title: President

FARMLAND FOODS, INC.

By: /s/ Timothy Dykstra
Name: Timothy Dykstra
Title: Vice President

THE SMITHFIELD PACKING COMPANY, INCORPORATED

By: /s/ Timothy Dykstra
Name: Timothy Dykstra
Title: Vice President

JOHN MORRELL & CO.

By: /s/ Timothy Dykstra
Name: Timothy Dykstra
Title: Vice President

ARMOUR-ECKRICH MEATS LLC

By: /s/ Timothy Dykstra
Name: Timothy Dykstra
Title: Vice President

SMITHFIELD GLOBAL PRODUCTS, INC.

By: /s/ Timothy Dykstra
Name: Timothy Dykstra
Title: Vice President

PREMIUM PET HEALTH, LLC

By: /s/ Timothy Dykstra
Name: Timothy Dykstra
Title: Vice President

PATRICK CUDAHY, LLC

By: /s/ Timothy Dykstra
Name: Timothy Dykstra
Title: Vice President

SMITHFIELD SPECIALTY FOODS GROUP, LLC

By: /s/ Timothy Dykstra
Name: Timothy Dykstra
Title: Vice President and Treasurer

AMERICAN SKIN FOOD GROUP, LLC

By: /s/ Timothy Dykstra
Name: Timothy Dykstra
Title: Vice President, Treasurer

SMITHFIELD OF CANADA, LTD.

By: /s/ Robert W. Manly, IV
Name: Robert W. Manly, IV
Title: Executive Vice President

SMITHFIELD RECEIVABLES FUNDING, LLC

By: SFFC, Inc., its managing member

By: /s/ Jeffrey A. Porter

Name: Jeffrey A. Porter

Title: President

Consented to by:

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

By: /s/ Christopher Lew

Name: Christopher Lew

Title: Vice President

By: /s/ Dana Hartman

Name: Dana Hartman

Title: Executive Director

SMITHFIELD RECEIVABLES FUNDING LLC

Place of Business: Delaware

Locations of Records: 3411 Silverside Rd, 103 Baynard Bldg, Wilmington, DE 19810

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None

Organizational Identification Number:

SFFC, INC.

Place of Business: Delaware

Locations of Records: 103 Baynard Building, 3411 Silverside Road, Wilmington, DE 19810

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None

Organizational Identification Number:

FARMLAND FOODS, INC.

Place of Business: Delaware

Locations of Records: 11500 NW Ambassador Drive, Suite 500, Kansas City, MO 64153

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None

Organizational Identification Number:

Note: Farmland Foods, Inc. is the successor in interest by merger of Farmland Distribution Inc. and North Side Foods Corp.

JOHN MORRELL & CO.

Place of Business: Delaware

Locations of Records: 805 East Kemper Road, OH ###-###-####

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None

Organizational Identification Number:

AMOUR-ECKRICH MEATS LLC

Place of Business: Delaware

Locations of Records: 4225 Naperville Road, Suite 600, Naperville, IL 60532

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None

Organizational Identification Number:

PREMIUM PET HEALTH, LLC

Place of Business: Delaware

Locations of Records: 1485 E. 61st Ave., Denver, CO 80216

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None

Organizational Identification Number:

PATRICK CUDAHY, LLC

Place of Business: Delaware

Locations of Records: One Sweet Apple-Wood Lane, Cudahy, WI 53110

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None

Organizational Identification Number:

Note: Formerly known as Patcud Merger Sub, LLC. Patrick Cudahy Incorporated, PC Express, Inc. and 814 Americas, Inc. merged into Patrick Cudahy, LLC

SMITHFIELD PACKING COMPANY, INCORPORATED

Place of Business: Delaware

Locations of Records: 111 Commerce Street, Smithfield, VA 23430

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None

Organizational Identification Number:

SMITHFIELD GLOBAL PRODUCTS, INC.

Place of Business: Delaware

Locations of Records: 370 East Maple Ave., Suite 302, Langhorne, PA 19047

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None

Organizational Identification Number:

SMITHFIELD OF CANADA LTD.

Place of Business: Ontario, Canada

Locations of Records: 66 Wellington Street West, Suite 5300, Toronto ON M5K 1E6, Canada

Legal, Trade and Assumed Names: None

Corporation Number:

SMITHFIELD SPECIALTY FOODS GROUP, LLC

Place of Business: Delaware

Locations of Records: 8012 Hankins Industrial Park Rd., Toano, Virginia 23168

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None

Organizational Identification Number:

AMERICAN SKIN FOOD GROUP, LLC

Place of Business: North Carolina

Locations of Records: 140 Industrial Drive, Burgaw, NC 28425

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None

Organizational Identification Number: