EX-10.3



 Exhibit 10.3 
 CONSENT AND SECOND AMENDMENT TO 
 SECOND AMENDED AND RESTATED CREDIT
AGREEMENT 
 THIS CONSENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 12,
2013 (this “Amendment”), is among SMITHFIELD FOODS, INC., a Virginia corporation (the “Company”), the subsidiary guarantors party hereto, the banks and other lending institutions party hereto, and COÖPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK NEDERLAND”, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”). 

RECITALS: 
 The Company, certain of its subsidiaries as guarantors, certain of the banks and other lending institutions party thereto and the Administrative Agent have entered into that certain Second Amended and
Restated Credit Agreement dated as of June 9, 2011 (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of January 31, 2013 and that certain Increased Commitment Supplement dated as of
January 31, 2013, the “Agreement”). On or about April 18, 2013, FCS Financial, PCA assigned all of its rights under the Loan Documents to 1st Farm Credit Services, PCA. 
 The Company has informed the Administrative Agent and the Lenders that (a) pursuant to that certain Agreement and Plan of Merger, dated as of May 28, 2013 (the “Amendment Date Merger
Agreement”), by and among Shuanghui International Holdings Limited, a corporation formed under the laws of the Cayman Islands (“Shuanghui”), Sun Merger Sub, Inc., a Virginia corporation (“Mergerco”) and
wholly-owned subsidiary of Shuanghui, and the Company, Shuanghui desires to merge Mergerco with and into the Company (the “Shuanghui Merger”) so that, following consummation of such merger, (i) the Company will continue as the
surviving corporation and will be a wholly owned subsidiary of Shuanghui (the “Shuanghui Acquisition”) and (ii) unsecured notes in an aggregate principal amount not to exceed $1,000,000,000 issued by Mergerco shall become
Indebtedness of the Company (such notes, and any unsecured notes issued in exchange thereof, the “New Company Notes”), (b) the Company anticipates declaring and paying a cash dividend to Shuanghui, redeeming Equity Interests of
existing shareholders of the Company and/or acquiring certain Equity Interests issued by Mergerco in an aggregate amount not to exceed $800,000,000 contemporaneously with consummation of the Shuanghui Merger (such Restricted Payments and Investments
described in this clause (b), the “Acquisition Restricted Payment”), (c) upon the connsummation of the Shuanghui Acquisition, the Company will repay the outstanding Indebtedness under that certain Term Loan Agreement, dated
February 4, 2013, between the Company and Bank of America, N.A. (collectively, the “Debt Repayment”), (d) the Company anticipates incurring unsecured Indebtedness in an aggregate principal amount not to exceed $750,000,000
to provide funds, if necessary, to effect the Shuanghui Merger (the “Unsecured Bridge Facility”), (e) in connection with the Shuanghui Acquisition, the Company will be required to make redemption offers in respect of the 2017
Notes and the Company’s 6.625% Senior Notes due 2022 (the “2017 and 2022 Covered Notes”) that could give rise to redemption of all or a portion of the 2017 and 2022 Covered Notes (the “Covered Notes
Redemption”), and (f) if all or a portion of the 2017 and 2022 Covered Notes are required to be redeemed pursuant to the Covered Notes Redemption, the Company may obtain unsecured bridge loans and/or issue unsecured notes in an
aggregate principal amount necessary to redeem such 2017 and 2022 Covered Notes required to be redeemed but in no event to exceed $1,500,000,000 in order to provide funds to effect such Covered Notes Redemption (such unsecured loans and/or notes,
and any unsecured loans and/or notes issued upon conversion or exchange thereof, the “Covered Notes Refinancing Debt”). 







 In accordance with the Agreement, the Company and the other Loan Parties have requested that
the Lenders consent to the Company’s (i) consummation of the Shuanghui Merger and the Shuanghui Acquisition, (ii) incurrence of the Indebtedness under the New Company Notes, the Unsecured Bridge Facility and, to the extent required to
consummate the Covered Notes Redemption, the Covered Notes Refinancing Debt, and (iii) making of the Acquisition Restricted Payment, the Debt Repayment, and the Covered Notes Redemption (the transactions referred to in clauses (i), (ii), and
(iii) are, collectively, the “Transactions”). Furthermore, the Company has requested that Section 6.08(a) of the Agreement be amended as herein set forth. 

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows effective as of the date hereof unless otherwise indicated: 
 ARTICLE 1. 
 Definitions 

Section 1.1. Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have
the same meanings as in the Agreement, as amended hereby. 
 ARTICLE 2. 

Amendments 

Section 2.1. Addition to Section 1.01 (Defined Terms). The following definition is added to
Section 1.01 (Defined Terms) of the Agreement in appropriate alphabetical order: 
 “Acquisition
Restricted Payment” shall have the meaning set forth in that certain Consent and Second Amendment to Second Amended and Restated Credit Agreement, dated as of July 12, 2013, among the Company, the Administrative Agent and the other
Lenders party thereto. 
 Section 2.2. Amendment to Section 6.08(a) (Restricted Payments). Subclause
(vi) of Section 6.08(a) to the Agreement is amended in its entirety to read as follows: 
 (vi) Restricted
Payments not otherwise permitted under this Section 6.08 as long as with respect to any Restricted Payment made in reliance on this clause (vi): (A) no Default shall exist or result (including any Default arising as a result of any
violation of the Covered Note Documents) and (B) the Dollar Equivalent amount of such Restricted Payment together with the aggregate amount of all Restricted Payments made since the Effective Date (excluding the Dollar Equivalent of the
Acquisition Restricted Payment actually paid) in reliance on this clause (vi) shall not exceed an amount equal to the sum of (1) $100,000,000 plus (2) an aggregate amount equal to the sum of the following but in no event less than
zero: (x) 50% of the positive Net Income of the Company and its Restricted Subsidiaries for each fiscal quarter ended after the fiscal year ended on April 28, 2013 minus (y) 100% of the negative Net Income of the Company and its
Restricted Subsidiaries for any fiscal quarter ended after the fiscal year ended on April 28, 2013 plus (3) the Acquisition Basket Amount. 

  
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 ARTICLE 3. 
 Consent 
 Section 3.1. Consent. Subject to the satisfaction of
the conditions precedent described in Article 4 hereof, each of the undersigned Lenders: 
 (a) notwithstanding anything
to the contrary in Section 6.03(a) of the Agreement, consents to the consummation of the Shuanghui Merger so long as (i) the Shuanghui Merger is consummated in accordance with the Amendment Date Merger Agreement, without any
amendment or modification thereto in a manner that is material and adverse to the Lenders unless otherwise consented to by the Administrative Agent (such consent not to be unreasonably withheld or delayed) (it being agreed that any change in the
purchase price set forth in the Amendment Date Merger Agreement by an amount equal to five percent (5%) or more of such purchase price shall require the consent of the Administrative Agent, such consent not to be unreasonably withheld or
delayed; provided, however, no consent of the Administrative Agent shall be required if the purchase price is increased by five percent (5%) or more but such increase in excess of five percent (5%) will be funded solely with equity from
Shaunghui and not by the assumption or incurrence of Indebtedness by the Company or any other Loan Party) and (ii) the Shuanghui Merger is consummated, if consummated at all, on or prior to December 6, 2013; 

(b) notwithstanding anything to the contrary in Sections 6.04, 6.08(a) or 6.09 of the Agreement, consents to the
Company’s declaring and making the Acquisition Restricted Payment; provided, however, that such Acquisition Restricted Payment, if paid at all, shall be paid upon consummation of the Shuanghui Merger in accordance with
Section 3.1(a) above, and in any event on or prior to December 6, 2013; 
 (c) agrees that to the extent
consummated in accordance with this Amendment, the Shuanghui Acquisition shall not constitute a Default pursuant to (i) Section 7.01(m) of the Agreement solely to the extent that a Change of Control occurs as the result of the
Shuanghui Acquisition or (ii) Section 7.01(g) of the Agreement solely to the extent arising out of the obligation of the Company or any Subsidiary to make a redemption offer in respect of, or redeem, the 2017 and 2022 Covered Notes
as a result of the Shuanghui Acquisition; 
 (d) notwithstanding anything to the contrary in Section 6.01 or
6.10 of the Agreement, consents to assumption of the New Company Notes by the Company contemporaneously with the consummation of the Shuanghui Merger and the incurrence of the Covered Notes Refinancing Debt; provided, however, that the
maturity dates of the New Company Notes and the Covered Notes Refinancing Debt shall be after June 30, 2016; 
 (e)
notwithstanding anything to the contrary in Section 6.01, 6.10 or 7.01(g) of the Agreement, consents to the incurrence of the Unsecured Bridge Facility and any required prepayments in respect thereof that are not triggered
by the occurrence of a default; provided, however, that (i) the proceeds of such Indebtedness, if any, shall be used to effect the Shuanghui Acquisition and (ii) the obligations in respect of such prepayments shall otherwise be subject to
the limitations set forth in Section 6.08(b) of the Agreement; 
 (f) notwithstanding anything to the contrary in
Section 6.08(b) of the Agreement, consents to the Company making the Debt Repayment upon the consummation of the Shuanghui Acquisition and making the Covered Notes Redemption, in each case, in connection with the Shuanghui Acquisition;
and 

  
 CONSENT AND SECOND AMENDMENT
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 (g) notwithstanding anything to the contrary in Section 6.11 of the Agreement,
consents to the amendments of the Receivables Securitization documents and the Rabobank Nederland Facility referred to in Section 4.1 of this Amendment. 
 Section 3.2. Limitations on Consent. To induce the Lenders to agree to the terms of Section 3.1, the Company and the other Loan Parties (by their execution below) agree that the
consent set forth herein shall not be deemed to be a consent to the departure from or waiver of (a) any of the covenants identified in Section 3.1 for any purpose other than to permit the Transactions on the terms described in this
Amendment, (b) any other covenant or condition in any Loan Document or (c) any Event of Default that otherwise may arise as a result of the transactions described in this Amendment. 

ARTICLE 4. 

Conditions Precedent 
 Section 4.1. Conditions. The effectiveness of Article 2 and 3 of this Amendment is subject to the satisfaction (or waiver in accordance with Section 9.02
(Waiver; Amendments) of the Agreement) of the following conditions precedent: 
 (a) The Administrative Agent shall
have received from each Loan Party and the Required Lenders either (i) a counterpart of this Amendment signed and delivered on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include
telecopy or other electronic transmission of a signed signature page to this Amendment) that such party has signed and delivered a counterpart of this Amendment; 
 (b) The Administrative Agent shall have received a true, correct and complete copy of any amendment or consent related to the Receivables Securitization documents which is being executed concurrently
herewith, which shall be in form and substance reasonably acceptable to the Administrative Agent; 
 (c) The Administrative
Agent shall have received a true, correct and complete copy of a consent and amendment related to the Rabobank Nederland Facility which is being executed concurrently herewith, which shall be in form and substance reasonably acceptable to the
Administrative Agent; 
 (d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior
to the effective date of this Amendment including, without limitation, a non-refundable amendment fee for the account of each Lender who executes and delivers this Amendment to the Administrative Agent on or prior to July 1, 2013 in an amount
equal to 0.15% of such Lender’s Commitment; and 
 (e) All proceedings taken in connection with the transactions
contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Administrative Agent and its legal counsel. 

  
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 ARTICLE 5. 
 Ratifications, Representations and Warranties 
 Section 5.1.
Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Agreement and except as expressly modified and superseded pursuant to Article 2
of this Amendment, the terms and provisions of the Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Each Loan Party, the Administrative Agent, and the Lenders party hereto agree that the
Agreement as amended hereby and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. 
 Section 5.2. Representations and Warranties. Each Loan Party represents and warrants to the Administrative Agent and the Lenders as follows: (a) no Default exists and (b) the
representations and warranties set forth in the Agreement are true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the date hereof with the same effect
as though made on and as of such date except with respect to any representations and warranties limited by their terms to an earlier date (in which case such representation and warranty shall be true and correct in all material respects as of such
earlier date, or in the case of any representation and warranty qualified by materiality, in all respects as of such earlier date). IN ADDITION, TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH LOAN
PARTY REPRESENTS AND WARRANTS THAT AS OF THE DATE OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN
ACCORDANCE THEREWITH IT: 
 (a) WAIVER. WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR
COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF ITS EXECUTION OF THIS AMENDMENT; AND 
 (b)
RELEASE. RELEASES AND DISCHARGES THE ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND
ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH ANY LOAN PARTY EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY
RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. 
 ARTICLE 6. 
 Miscellaneous 

Section 6.1. Survival of Representations and Warranties. All representations and warranties made in this Amendment or any
other Loan Document including any Loan Document furnished in connection with this Amendment shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by the Administrative Agent or any Lender or
any closing shall affect the representations and warranties or the right of the Administrative Agent or any Lender to rely upon them. 

  
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 Section 6.2. Reference to Agreement. Upon and after the effectiveness of
Article 2 of this Amendment, each reference to the Agreement in each of the Loan Documents, including the Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Agreement as amended hereby, are amended so that any reference in such Loan Documents to the Agreement shall mean a reference to the Agreement as amended hereby. 

Section 6.3. Expenses of Administrative Agent. As provided in Section 9.03(a) (Expense Reimbursement) of
the Agreement, the Company agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation, and execution of this Amendment and the other Loan
Documents executed pursuant hereto, including without limitation, the reasonable costs and fees of Administrative Agent’s legal counsel. 
 Section 6.4. Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 
 Section 6.5.
Governing Law. This Amendment and all other Loan Documents executed pursuant hereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof, but giving
effect to federal laws applicable to national banks. This governing law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations Law of the State of New York, as amended (as and to
the extent applicable), and other applicable law. 
 Section 6.6. Successors and Assigns. This Amendment is binding
upon and shall inure to the benefit of the Administrative Agent, each Lender, each Loan Party, and their respective successors and permitted assigns, except no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Lenders. Any assignment or other transfer made in violation of this Section shall be void. 
 Section 6.7. Counterparts. This Amendment may be executed in one or more counterparts and on telecopy or other electronically reproduced counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic communication shall be effective as
delivery of a manually executed counterpart of this Amendment. 
 Section 6.8. Effect of Waiver. No consent or
waiver, express or implied, by Administrative Agent or any Lender to or for any breach of or deviation from any covenant, condition or duty hereunder by the Company or any other Loan Party shall be deemed a consent or waiver to or of any other
breach of the same or any other covenant, condition or duty. 
 Section 6.9. Headings. The headings, captions, and
arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 

  
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 Section 6.10. Entire Agreement. This Amendment and all other instruments,
documents and agreements executed and delivered in connection with this Amendment embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations and understandings, whether
written or oral, relating to this Amendment, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. 

Section 6.11. Required Lenders. Pursuant to Section 9.02 (Waiver; Amendments) of the Agreement, the
Agreement may be modified as provided in this Amendment with the agreement of the Required Lenders which means Lenders having Credit Exposures and unused Commitments representing more than 50% of the Aggregate Credit Exposures and unused Commitments
(such percentage applicable to a Lender, herein such Lender’s “Required Lender Percentage”). For purposes of determining the effectiveness of this Amendment, each Lender’s Required Lender Percentage is set forth on
Schedule 6.11 hereto. 
 Executed as of the date first written above. 

 

			
	COMPANY:
	
	Smithfield Foods, Inc., a Virginia corporation
		
	By:	 	/s/ Timothy Dykstra
		 	Name: Timothy Dykstra
		 	Title:   Vice President and Corporate Treasurer



  
 CONSENT AND SECOND AMENDMENT
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	OTHER LOAN PARTIES:
	
	 Brown’s Realty Partnership, a North Carolina general partnership

Carroll’s Realty Partnership, a North Carolina general partnership
 Smithfield-Carroll’s Farms, a Virginia general partnership

			
		 	By:	 	Murphy-Brown, LLC, as a general partner of each
				
		 		 	By:	 	/s/ Timothy Dykstra
		 		 	Name: Timothy Dykstra
	 		 	Title:   Vice President


  

			
	 Armour-Eckrich Meats LLC, a Delaware limited liability company

Farmland Foods, Inc., a Delaware corporation
 John Morrell & Co., a Delaware corporation
 Murphy-Brown LLC, a Delaware
limited liability company
 Murphy Farms of Texhoma, Inc., an Oklahoma corporation

Patrick Cudahy, LLC, a Delaware limited liability company
 Premium Pet Health, LLC, a Delaware limited liability company
 Premium Standard Farms,
LLC, a Delaware limited liability company
 Smithfield Global Products Inc., a Delaware corporation

The Smithfield Packing Company, Incorporated, a Delaware corporation
 Smithfield Purchase Corporation, a North Carolina corporation
 Smithfield Transportation
Co., Inc., a Delaware corporation
 Stefano Foods, Inc., a North Carolina corporation

SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.), a Delaware corporation

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


  

			
	 Jonmor Investments, Inc., a Delaware corporation
 Patcud Investments, Inc., a Delaware corporation
 SFFC, INC., a Delaware
corporation
 SF Investments, Inc., a Delaware corporation

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



  
 CONSENT AND SECOND AMENDMENT
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	ADMINISTRATIVE AGENT AND LENDERS:
	
	 COÖPERATIEVE CENTRALE
 RAIFFEISEN-BOERENLEENBANK B.A.,
 “RABOBANK NEDERLAND”, NEW

YORK BRANCH, as Administrative Agent

		
	By:	 	/s/ James V. Kenwood
		 	Name: James V. Kenwood
		 	Title:   Managing Director


  

			
		
	By:	 	/s/ Jeff Geisbauer
		 	Name: Jeff Geisbauer
		 	Title:   Executive Director



  
 CONSENT AND SECOND AMENDMENT
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	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By: 	 	/s/ Tony Young
	Name: Tony Young
	Title:   Executive Director



  
 CONSENT AND SECOND AMENDMENT
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	BARCLAYS BANK PLC, as a Lender
		
	By: 	 	/s/ Sreedhar R. Kona
	Name: Sreedhar R. Kona
	Title:   Vice President



  
 CONSENT AND SECOND AMENDMENT
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	AGFIRST FARM CREDIT BANK, as a Lender
		
	By: 	 	/s/ Steven J. O’Shea
	Name: Steven J. O’Shea
	Title:   Vice President
	
	Voting Participants:


  

			
	Farm Credit Bank of Texas
		
	By: 	 	/s/ Chris M. Levine
	Name: Chris M. Levine
	Title:   Vice President



  
 CONSENT AND SECOND AMENDMENT
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	GOLDMAN SACHS BANK USA, as a Lender
		
	By: 	 	/s/ Michelle Latzoni
	Name: Michelle Latzoni
	Title:   Authorized Signatory



  
 CONSENT AND SECOND AMENDMENT
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	BANK OF MONTREAL, as a Lender
		
	By: 	 	/s/ Philip Langheim
	Name: Philip Langheim
	Title:   Managing Director



  
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	MORGAN STANLEY BANK, N.A., as a Lender
		
	By: 	 	/s/ Brendan MacBride
	Name: Brendan MacBride
	Title:   Authorized Signatory



  
 CONSENT AND SECOND AMENDMENT
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	COBANK, ACB, as a Lender
		
	By: 	 	/s/ Alan Schuler
	Name: Alan Schuler
	Title:   Vice President



  
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	SOCIETE GENERALE, as a Lender
		
	By: 	 	/s/ Emmanuel Chesneau
	Name: Emmanuel Chesneau
	Title:   Managing Director
		
	By: 	 	/s/ Linda A. Garcia
	Name: Linda Garcia
	Title:   Director



  
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	 U.S. BANK NATIONAL ASSOCIATION, 
 as a Lender

		
	By: 	 	/s/ Harry J. Brown
	Name: Harry J. Brown
	Title:   Vice President



  
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	 AGSTAR FINANCIAL SERVICES, PCA, 
 as a Lender

		
	By:	 	/s/ Troy Mostaert
		 	Troy Mostaert, Vice President



  
 CONSENT AND SECOND AMENDMENT
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	 NORTHWEST FARM CREDIT SERVICES, PCA,

as a Lender

		
	By: 	 	/s/ Carol L. Sobson
	Name: Carol L. Sobson
	Title:   Vice President



  
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	 BANK OF AMERICA, N.A., 
 as a Lender

		
	By: 	 	/s/ David L. Catherall
	Name: David L. Catherall
	Title:   Managing Director



  
 CONSENT AND SECOND AMENDMENT
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	 UNITED FCS, PCA D/B/A FCS COMMERCIAL
 FINANCE GROUP, as a Lender

		
	By: 	 	/s/ Lisa Caswell
	Name: Lisa Caswell
	Title:   Vice President



  
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	FARM CREDIT SERVICES OF MID-AMERICA, PCA,
	as a Lender
		
	By: 	 	/s/ W. Heath Hoagland
	Name: W. Heath Hoagland
	Title:   Credit Officer



  
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	 SOVEREIGN BANK, N.A.
 (formerly known an Sovereign Bank),
 as a Lender

		
	By: 	 	/s/ Carlos A. Calixto
	Name: Carlos A. Calixto
	Title:   Vice President



  
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	 ING CAPITAL LLC, 
 as a Lender

		
	By: 	 	/s/ Daniel W. Lamprecht
	Name: Daniel W. Lamprecht
	Title:   Managing Director



  
 CONSENT AND SECOND AMENDMENT
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	 CREDIT AGRICOLE CORPORATE AND
 INVESTMENT BANK, as a Lender

		
	By: 	 	/s/ Blake Wright
	Name: Blake Wright
	Title:   Managing Director
		
	By:	 	/s/ James Austin
	Name: James Austin
	Title:   Vice President



  
 CONSENT AND SECOND AMENDMENT
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	 COMPASS BANK, 
 as a Lender

		
	By: 	 	/s/ Mark Taylor
	Name: Mark Taylor
	Title:   Senior Vice President



  
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	FARM CREDIT SERVICES OF AMERICA, PCA,
	as a Lender
		
	By: 	 	/s/ Bruce Dean
	Name: Bruce Dean
	Title:   Vice President



  
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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	as a Lender
		
	By: 	 	/s/ Christopher Day
	Name: Christopher Day
	Title:   Authorized Signatory
		
	By:	 	/s/ Michael Spaight
	Name: Michael Spaight
	Title:   Authorized Signatory



  
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 AMERICAN AGCREDIT, PCA (successor by merger to Farm Credit Services of the Mountain Plains, PCA), as
a Lender 
  

			
	By: 	 	/s/ John Gunderson
	Name: John Gunderson
	Title:   Vice President



  
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1ST FARM CREDIT SERVICES, PCA, 
 as a Lender

		
	By: 	 	/s/ Dale A. Richardson
	Name: Dale A. Richardson
	Title:   Vice President, Capital Markets Group



  
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	GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as a Lender
		
	By: 	 	/s/ Alfred S. Compton, Jr.
	Name: Alfred S. Compton, Jr.
	Title:   SVP/Managing Director



  
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	 FARM CREDIT WEST, PCA, 
 as a Lender

		
	By:	 	/s/ Ben Madonna
		 	Ben Madonna, Vice President



  
 CONSENT AND SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 33 








 
			
	 FARMERS BANK, 
 as a Lender

		
	By: 	 	/s/ Vernon M. Towler
	Name: Vernon M. Towler
	Title:   President



  
 CONSENT AND SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 34 








 
			
	GENERAL ELECTRIC CAPITAL CORPORATION,
	as a Lender
		
	By: 	 	/s/ Brent Chase
	Name: Brent Chase
	Title:   Duly authorized signatory



  
 CONSENT AND SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 35 








 
			
	COBANK, FCB (successor in interest by merger to U.S. AgBank, FCB), as a Lender
		
	By: 	 	/s/ Alan Schuler
	Name: Alan Schuler
	Title:   Vice President



  
 CONSENT AND SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 36 








 Schedule 6.11 
 to 
 Smithfield Foods, Inc. 

Consent and Second Amendment to Second Amended and Restated Credit Agreement 

Required Lender Percentage 
  

									
	 Lender
	  	Required Lender
Percentage Held	 	 	Lenders Agreeing to
Consent Letter(insert % from
prior column if Lender
signs
Consent Letter then total % in
this column)	 
	 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch
	  	 	7.695451512	% 	 	 	7.695451512	% 
	 Barclays Bank PLC
	  	 	6.390243902	% 	 	 	6.390243902	% 
	 AgFirst Farm Credit Bank
	  	 	11.707317073	% 	 	 	11.707317073	% 
	 Goldman Sachs Bank USA
	  	 	4.780487805	% 	 	 	4.780487805	% 
	 Bank of Montreal
	  	 	4.780487805	% 	 	 	4.780487805	% 
	 Morgan Stanley Bank, N.A.
	  	 	2.926829268	% 	 	 	2.926829268	% 
	 CoBank, ACB
	  	 	4.938694829	% 	 	 	4.938694829	% 
	 JPMorgan Chase Bank, N. A.
	  	 	4.780487805	% 	 	 	4.780487805	% 
	 Societe Generale
	  	 	4.780487805	% 	 	 	4.780487805	% 
	 U.S. Bank National Association
	  	 	4.195121951	% 	 	 	4.195121951	% 
	 AgStar Financial Services, PCA
	  	 	3.414634146	% 	 	 	3.414634146	% 
	 Northwest Farm Credit Services, PCA
	  	 	3.414634146	% 	 	 	3.414634146	% 
	 Bank of America, N.A.
	  	 	3.219512195	% 	 	 	3.219512195	% 
	 United FCS, PCA d/b/a FCS Commercial Finance Group
	  	 	2.682926829	% 	 	 	2.682926829	% 
	 Farm Credit Services of Mid-America, PCA
	  	 	2.682926829	% 	 	 	2.682926829	% 
	 Sovereign Bank, N.A. (formerly known as Sovereign Bank)
	  	 	2.682926829	% 	 	 	2.682926829	% 
	 ING Capital LLC
	  	 	2.365853659	% 	 	 	2.365853659	% 
	 Credit Agricole Corporate and Investment Bank
	  	 	2.731707317	% 	 	 	2.731707317	% 
	 Compass Bank
	  	 	2.146341463	% 	 	 	2.146341463	% 
	 Farm Credit Services of America, PCA
	  	 	2.365853659	% 	 	 	2.365853659	% 
	 Credit Suisse AG, Cayman Islands Branch
	  	 	2.146341463	% 	 	 	2.146341463	% 
	 American AgCredit, PC
	  	 	2.146341463	% 	 	 	2.146341463	% 
	 1st Farm Credit Services, PCA
	  	 	3.219512195	% 	 	 	3.219512195	% 
	 GreenStone Farm Credit Services, ACA/FLCA
	  	 	2.243902439	% 	 	 	2.243902439	% 
	 Farm Credit West, PCA
	  	 	1.951219512	% 	 	 	1.951219512	% 
	 CoBank, FCB (successor to U.S. AgBank FCB)
	  	 	1.463414634	% 	 	 	1.463414634	% 
	 Farmers Bank
	  	 	0.487804878	% 	 	 	0.487804878	% 
	 General Electric Capital Corporation
	  	 	1.658536585	% 	 	 	1.658536585	% 
		  	  
	  
	 	 	  
	  
	 
	 TOTAL
	  	 	100.00	% 	 	 	100.000000000	% 
		  	  
	  
	 	 	  
	  
	 

 Schedule 6.11 to Consent and Second Amendment to Amended and Restated Intercreditor Agreement, Solo Page