Exhibit 4.5



 EXHIBIT 4.5 
  
 SMITHFIELD FOODS, INC. 
  
 AMENDMENT AGREEMENT NO. 3 
  
 As of October 31, 2003 
  
 To each of the Current Holders 
 listed in Annex 1 attached 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. 
  
 The Issuer issued and sold: 
  
 (a) Twenty-Five Million Dollars ($25,000,000) in aggregate
principal amount of Reset Rate Series O 5/10 Year Senior Secured Notes (as they may be amended, restated or otherwise modified from time to time, the “Series O Notes”); and 
  
 (b) Thirty Million Dollars ($30,000,000) in aggregate
principal amount of its Adjustable Rate Series P 5/10 Year Senior Secured Notes (as they may be amended, restated or otherwise modified from time to time, the “Series P Notes” and, together with the Series O Notes, collectively, the
“Notes”), 
  
 pursuant to those separate Note Purchase Agreements
each dated as of March 1, 2002 between the Issuer and the purchasers named in Annex 1 thereto (as amended by that certain Amendment Agreement No. 1, dated as of December 31, 2002, and that certain Amendment Agreement No. 2, dated as of April 4,
2003, 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 outstanding aggregate principal amount of the Notes as of the date hereof indicated in such Annex. 
  
 The Issuer has contracted (i) to sell its Canadian subsidiaries to Maple Leaf Foods, Inc. and (ii) to acquire (the “Farmland
Acquisition”) the tangible and intangible assets of Farmland Industries, Inc., a Kansas corporation and a debtor-in-possession in a Chapter 11 proceeding under the United States Bankruptcy Code pending in the United State Bankruptcy Court
for the Western District of Missouri (the “Bankruptcy Court”), relating to its pork production, processing and distribution operations, currently known as Farmland Foods, including, without limitation, the trade name and trademarks
used in such operations and has requested the amendments set forth herein in connection with such transactions. 







 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. 
  
 Subject to Section 5, the Current Holders and the Issuer hereby agree to
each of the amendments to the Existing Purchase Agreements as provided for by this Amendment Agreement No. 3 (this “Amendment Agreement”) in the manner specified in Exhibit A hereto. 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 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. 
  

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	 	4.4.	Full Disclosure. 

  
 Neither the financial statements and certificates delivered to the Current Holders pursuant to the Existing Purchase Agreements nor this Amendment
Agreement nor any written statement, financial statement or certificate furnished by the Issuer to any Current Holder in connection herewith contains any untrue statement of a material fact or omits a material fact necessary to make the statements
contained therein or herein not misleading. There is no fact that the Issuer has not disclosed to the Current Holders in writing that has had or, so far as the Issuer can reasonably foresee, could reasonably be expected to have a Material Adverse
Effect. 
  

	 	4.5.	No Defaults. 

  
 No Default or Event of Default will exist immediately prior to and after giving effect to each of (a) the Amendments, (b) the Farmland Acquisition by one
or more Wholly Owned Subsidiaries and (c) the sale (the “Smithfield Canada Transfer”) by the Issuer of all of the issued and outstanding shares of Smithfield Canada Limited and 2004171 Ontario Inc., each a corporation governed by
the laws of the Province of Ontario and a Wholly Owned Subsidiary, to Maple Leaf Foods Inc., a corporation governed by the laws of the Canada (“Maple Leaf”), pursuant to that certain Share Purchase Agreement dated as of September
24, 2003 between the Issuer and Maple Leaf. 
  
 5. EFFECTIVENESS OF THE
AMENDMENTS. 
  
 The Amendments shall become effective as of
the date (the “Effective Date”), if at all, at such time as the Required Holders shall have indicated their written consent to the 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, each Current Holder hereby makes the granting of its consent contingent upon satisfaction of the following conditions:

  

	 	5.1.	Opinions of Counsel. 

  
 The Current Holders shall have received from special United States counsel to the Issuer a closing opinion dated as of the Effective Date and
substantially in the form of Exhibit B hereto. This Section 5.1 shall constitute direction by the Issuer to such counsel to deliver such closing opinion to the Current Holders; 
  

	 	5.2.	Representations and Warranties. 

  
 All of the representations and warranties set forth in Section 4 of this Amendment Agreement shall be true and correct on the Effective Date; 

 

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	 	5.3.	Amendment of Other Note Agreements. 

  
 Each Current Holder shall have received true and correct copies of the fully executed amendments (collectively, the “Other Purchase Agreement
Amendments”) to those certain separate Amended and Restated Note Purchase Agreements, dated as of October 31, 1999, between the Issuer and each of the purchasers listed on Annex 1 thereto, those certain separate Note Purchase Agreements,
dated as of June 2, 2000 between the Issuer and each of the purchasers listed on Annex 1 thereto, and those certain separate Amended and Restated Note Purchase Agreements, dated as of October 27, 1999, between the Issuer and each of the purchasers
listed on Annex 1 thereto. Each such amendment shall be substantially in the form of this Amendment Agreement; and 
  

	 	5.4.	Expenses. 

  
 The payment of the expenses to be paid on behalf of the Current Holders pursuant to Section 8 of this Amendment Agreement (to the extent a statement
therefor has been presented to the Issuer on or prior to the Effective Date) shall have been paid in full. 
  
 6. COVENANTS. 
  

	 	6.1.	Farmland Acquisition Documents. 

  
 The Issuer shall deliver to each of the Current Holders true, correct and complete copies of any and all of the fully executed agreement or agreements
reflecting the terms of the Farmland Acquisition within fifteen (15) days of the later to occur of the date such agreement or agreements are approved by the Bankruptcy Court or the Effective Date. The failure of the Issuer to make such delivery
shall constitute an Event of Default. 
  

	 	6.2.	Smithfield Canada Transfer Documents. 

  
 The Issuer shall deliver to each of the Current Holders true, correct and complete copies of the fully executed agreement or agreements reflecting the
terms of the Smithfield Canada Transfer and any other material agreements, documents and instruments executed by the Issuer in connection therewith, in each case within fifteen (15) days of the consummation thereof. The failure of the Issuer to make
such delivery shall constitute an Event of Default. 
  
 7. CONSENT.

  
 The Current Holders hereby consent to the execution and
delivery of the Other Purchase Agreement Amendments to the extent that such consent is required under the terms of the Financing Documents. 
  
 8. 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 McCutchen LLP, incurred in connection with 

  

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the preparation, negotiation and delivery of this Amendment Agreement and any other documents related thereto. Nothing in this Section 8 shall limit the
Issuer’s obligations pursuant to Section 1.5 of the Existing Purchase Agreements. 
  
 9. MISCELLANEOUS. 
  

	 	9.1.	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. 
  

	 	9.2.	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. Delivery of a facsimile of an executed signature page hereto shall be effective as delivery of an
original. 
  

	 	9.3.	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
COMMONWEALTH OF VIRGINIA EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH COMMONWEALTH THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH COMMONWEALTH. 
  
 [Remainder of page intentionally left blank. Next page is signature
page.] 
  

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 If you are in agreement with the foregoing, please so indicate by signing the acceptance below on the
accompanying counterpart of this Amendment 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 and Chief Financial Officer



  

 [Signature Page to Amendment Agreement No. 3 (O-P)] 








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

	JOHN HANCOCK LIFE INSURANCE COMPANY
		
	 By:
	 	 /s/ Kenneth Warlick


	 Name:
	 	   Kenneth Warlick

	 Title:
	 	   Managing Director

	
	JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
		
	 By:
	 	 /s/ Kenneth Warlick


	 Name:
	 	   Kenneth Warlick

	 Title:
	 	   Authorized Signatory

	
	INVESTORS PARTNER LIFE INSURANCE COMPANY
		
	 By:
	 	 /s/ Kenneth Warlick


	 Name:
	 	   Kenneth Warlick

	 Title:
	 	   Authorized Signatory

	
	SIGNATURE 5 L.P.
	By:	 	John Hancock Life Insurance Company, as Portfolio Advisor
		
	 By:
	 	 /s/ Kenneth Warlick


	 Name:
	 	   Kenneth Warlick

	 Title:
	 	   Managing Director

	
	COBANK, ACB
		
	 By:
	 	 /s/ Natalya Rivkin for Jim Stutzman


	 Name:
	 	   Natalya Rivkin for Jim Stutzman

	 Title:
	 	   Assistant Vice President


  

 [Signature Page to Amendment Agreement No. 3 (O-P)] 








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

	CODDLE ROASTED MEATS, INC.
	GWALTNEY OF SMITHFIELD, LTD.
	HANCOCK’S OLD FASHIONED COUNTRY HAM, INC.
	IOWA QUALITY MEATS, LTD.
	JOHN MORRELL & CO.
	LYKES MEAT GROUP, INC.
	MOYER PACKING COMPANY
	NORTH SIDE FOODS CORP.
	PACKERLAND HOLDINGS, INC.
	PACKERLAND PROCESSING COMPANY, INC.
	PACKERLAND-PLAINWELL, INC. (f/k/a Murco Foods, Inc.)
	PATRICK CUDAHY INCORPORATED
	PREMIUM PORK, INC.
	QUIK-TO-FIX FOODS, INC.
	SFFC, INC.
	SMITHFIELD PURCHASE CORPORATION (successor by merger to Carroll’s Realty, Inc.)
	STADLER’S COUNTRY HAMS, INC.
	SUN LAND BEEF COMPANY
	SUNNYLAND, INC.
	THE SMITHFIELD COMPANIES, INC.
	THE SMITHFIELD PACKING COMPANY INCORPORATED
	
	MURPHY-BROWN LLC
	 By:
	  	 John Morrell & Co., as sole member

	
	MURPHY FARMS LLC
	QUARTER M FARMS LLC
	CARROLL’S FOODS OF VIRGINIA LLC
	CARROLL’S FOODS LLC
	CIRCLE FOUR LLC
	CENTRAL PLAINS FARMS LLC
	BROWN’S OF CAROLINA LLC
	 By:
	  	 Murphy-Brown LLC, as sole member

	 By:
	  	 John Morrell & Co., as sole member

	
	BROWN’S FARMS, LLC
	 By:
	  	 Brown’s of Carolina LLC, as sole member

	 By:
	  	 Murphy-Brown LLC, as sole member

	 By:
	  	 John Morrell & Co., as sole member

	
	CARROLL’S REALTY PARTNERSHIP
	 By:
	  	 Smithfield Purchase Corporation, as general partner

	
	SMITHFIELD PACKING REAL ESTATE, LLC
	 By:
	  	 The Smithfield Packing Company Incorporated, as sole member

	
	GREAT LAKES CATTLE CREDIT COMPANY, LLC
	 By:
	  	 Packerland Holdings, Inc., as sole member


  

 [Signature Page to Amendment Agreement No. 3 (O-P)] 









	SMITHFIELD-CARROLL’S FARMS
	 By:
	  	 Smithfield Purchase Corporation, as general partner

	
	BROWN’S REALTY PARTNERSHIP
	 By:
	  	 Brown’s Farms, LLC, its partner

	 By:
	  	 Brown’s of Carolina LLC, its sole member and manager

	 By:
	  	 Murphy-Brown LLC, its sole member and manager

	 By:
	  	 John Morrell & Co., as sole member

	 	  	 and

	 By:
	  	 Smithfield Purchase Corporation, its partner

	
	SMITHFIELD PACKING REALTY PARTNERSHIP
	 By:
	  	 Smithfield Packing Real Estate, LLC, its partner

	 By:
	  	 The Smithfield Packing Company, Incorporated, its sole member and manager

	 	  	 and

	 By:
	  	 Smithfield Purchase Corporation, its partner


  

	 By:
	 	 /s/ Daniel G. Stevens


	 Name:
	 	 Daniel G. Stevens

	 Title:
	 	 Vice President


  

 [Signature Page to Amendment Agreement No. 3 (O-P)] 








 ANNEX 1 
  
 CURRENT HOLDERS AND PRINCIPAL AMOUNTS 
 As of October 31, 2003 
  

	 Name of Current Holder

	  	Aggregate Principal
Amount of Series O
Notes Held

	  	Aggregate Principal
Amount of Series P
Notes Held


	 John Hancock Life Insurance Company
	  	$	16,149,998	  	$	-0-
	 John Hancock Variable Life Insurance Company
	  	$	637,500	  	$	-0-
	 Investors Partner Life Insurance Company
	  	$	212,500	  	$	-0-
	 Signature 5 L.P.
	  	$	4,249,999	  	$	-0-
	 CoBank, ACB
	  	$	-0-	  	$	25,500,000
	 Total
	  	$	21,250,000	  	$	25,500,000

  

 Annex 1 








 EXHIBIT A 
  

AMENDMENTS TO EXISTING PURCHASE AGREEMENTS 
  
 1. Section 6.15(a)(iii) of the Existing Purchase Agreements is hereby amended by amending and restating the proviso set forth in such Section to read as follows:

  
 provided, that all or any portion of the assets which
are the subject of any Transfer of Property shall be excluded for purposes of clause (A) and clause (B) of this Section 6.15(a)(iii), and such Transfer shall be a Transfer permitted under this Section 6.15(a)(iii) notwithstanding non-compliance with
clause (A) and clause (B) of this Section 6.15(a)(iii), if, within three hundred sixty (360) days after such Transfer, the entire proceeds of all or any portion of such Transfer to be excluded (net of ordinary and reasonable transaction costs and
expenses incurred in connection with such Transfer) are applied by the Company or such Subsidiary to: 
  
 (y) the purchase of operating assets of the Company or any Subsidiary reasonably equal in value to that portion of the Property which is
the subject of such Transfer and is to be excluded of clause (A) and (B) of this Section 6.15 (a) (iii), so long as each such investment shall not have been included in the calculation of any other exclusion of any other Transfer proposed to be
excluded from the operation of clause (A) or clause (B) of this Section 6.15(a)(iii), or 
  
 (z) an optional prepayment of Notes pursuant to Section 4.4. 
  
 Notwithstanding the foregoing, the Smithfield Canada Transfer is deemed to be excluded for purposes of clause (A) and clause
(B) of this Section 6.15(a)(iii) and such Transfer shall be a Transfer permitted under this Section 6.15(a)(iii) notwithstanding non-compliance with clause (A) and clause (B) of this Section 6.15(a)(iii) so long as all of the Smithfield Canada
Transfer Conditions are fully satisfied. 
  
 2. Section 9.1 of the Existing
Purchase Agreements is hereby amended by adding new terms in the appropriate alphabetical order to read as follows: 
  
 Farmland Acquisition Debt – means the Debt incurred by the Company under that certain Bridge Loan and Security Agreement dated
as of October 9, 2003 among the Issuer, Goldman Sachs Credit Partners L.P. and the other parties thereto. 
  
 Smithfield Canada – means, collectively, Smithfield Canada Limited and 2004171 Ontario Inc., each a corporation governed by
the laws of the Province of Ontario and a Wholly-Owned Subsidiary. 
  
 Smithfield Canada Transfer – means the sale of Smithfield Canada to Maple Leaf Foods, Inc., a corporation governed by the laws of Canada, pursuant to the terms of the Smithfield Canada Transfer Agreement.

  

 Exhibit A-1 








 Smithfield Canada Transfer Agreement – means that certain Share Purchase
Agreement dated as of September 24, 2003 between the Issuer and Maple Leaf Foods, Inc., a copy of which has been delivered to each of the holders of the Notes, with such amendments and supplements thereto as may be agreed to by the parties which do
not in the aggregate substantially modify the terms of such Share Purchase Agreement so delivered. 
  
 Smithfield Canada Transfer Conditions – means with respect to the Smithfield Canada Transfer, each of the following:

  
 (a) such Transfer includes only the shares of
stock or other equity interests of Smithfield Canada and complies with the conditions set forth in Section 6.15(b)(iv); 
  
 (b) the Acceptable Consideration in connection therewith includes cash consideration of at least Two Hundred Forty Million U.S. Dollars
(US$240,000,000); 
  
 (c) the entire net cash
proceeds of such Transfer (net or ordinary and reasonable transaction costs and expenses incurred in connection with such Transfer) are applied within fifteen (15) days against the Farmland Acquisition Debt; 
  
 (d) no Default or Event of Default shall exist immediately
prior to and after giving effect to such Transfer; and 
  
 (e) such Transfer is consummated on or before April 1, 2004. 
  

 Exhibit A-2