Active_65012491_1_Exhibit105b


Exhibit 10.5(b)


AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT


This Amendment No. 1 to Second Amended and Restated Receivables Sale Agreement dated as of December 9, 2014 (this “First Amendment”) is by and among Smithfield Foods, Inc., a Virginia corporation (“Smithfield”), SFFC, Inc., a Delaware corporation (“SFFC”), each of Smithfield Farmland Sales Corp., 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, Smithfield Specialty Foods Group, LLC, a Delaware limited liability company and Armour-Eckrich Meats LLC, a Delaware limited liability company, 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”.




PRELIMINARY STATEMENTS


WHEREAS, each of the Parties is a party to that certain Second Amended and Restated Receivables Sale Agreement dated as of April 28, 2014 among Smithfield, SFFC, the Originators 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 First 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 First 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:


ARTICLE I
AMENDMENT; JOINDER


Section 1.1    Amendment.  With effect from December 9, 2014: 


		
	(a)
	Exhibit III to the Original Agreement shall be hereby amended by deleting such Exhibit III in its entirety and replacing it with Exhibit A hereto.  




Section 1.2    Effect of Amendment.  Except as expressly set forth herein, this First 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 First 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 First Amendment.


ARTICLE II
REPRESENTATIONS


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 First Amendment and that this First 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 First Amendment: (a) each of the representations and warranties made by it pursuant to Section 2.1 of the Original Agreement (as amended by this First 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.


ARTICLE III
MISCELLANEOUS


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 First Amendment are for reference purposes only and shall not affect the meaning or interpretation of this First Amendment.


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


Section 3.4    Counterparts.  This First 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 First 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 First Amendment as if set out herein in their entirety.




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




SMITHFIELD FOODS, INC.




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






SFFC, INC.




By:      /s/ Jeffrey A. Porter    
Name: Jeffrey A. Porter
Title:   President






SMITHFIELD SPECIALTY FOODS GROUP, LLC






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






SMITHFIELD FARMLAND SALES CORP.,




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






JOHN MORRELL & CO.






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






ARMOUR-ECKRICH MEATS LLC




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






SMITHFIELD GLOBAL PRODUCTS, INC.




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






PREMIUM PET HEALTH, LLC   




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






PATRICK CUDAHY, LLC




By:     /s/ T P Dykstra             
Name: Timothy Dykstra    
Title:   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/ Stephen G. Adams                
Name:    Stephen G. Adams
Title:    Managing Director






By:    /s/ Christopher Lew                
Name:    Christopher Lew
Title:    Vice President








EXHIBIT A


Lock-boxes; Collection Accounts; Collection Banks
	
		
	Lock-Box
	Related Collection Account

	

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Account No. __________
ABA No. __________



	

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ABA No. __________
Account No. __________



	

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ABA No. __________
Account No. __________



	

________________________


	

ABA No. __________
Account No. __________



	

________________________


	

ABA No. __________
Account No. __________



	

________________________
	

ABA No. __________
Account No. __________

	



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ABA No. __________
Account No. __________ 

	



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ABA No. __________
Account No. __________