EX-10.1



 Exhibit 10.1 
 WAIVER NO. 1 TO 
 AMENDED AND RESTATED RECEIVABLES SALE
AGREEMENT AND AMENDED 
 AND RESTATED CREDIT AND SECURITY AGREEMENT 

THIS WAIVER NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT AND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this
“Waiver”) is made as of July 12, 2013 by and among: 
 (a) SMITHFIELD FOODS, INC., a
Virginia corporation (“Smithfield”); 
 (b) SFFC, INC., a Delaware corporation
(“SFFC”); 
 (c) FARMLAND FOODS, INC., a Delaware corporation (“Farmland”);

 (d) SMITHFIELD OF CANADA, LTD., a company incorporated under the laws of Canada (“Smithfield
Canada”); 
 (e) THE SMITHFIELD PACKING COMPANY, INCORPORATED, a Delaware corporation
(“Packing”); 
 (f) PREMIUM PET HEALTH, LLC, a Delaware limited liability company
(“PPH”); 
 (g) PATRICK CUDAHY, LLC, a Delaware limited liability company (“Cudahy”);

 (h) JOHN MORRELL & CO., a Delaware corporation (“Morrell”); 

(i) SMITHFIELD GLOBAL PRODUCTS, INC., a Delaware corporation (“Global”); 

(j) ARMOUR-ECKRICH MEATS LLC, a Delaware limited liability company (“Armour”); 

(k) SMITHFIELD SPECIALTY FOODS GROUP, LLC, a Delaware limited liability company (“Specialty”);

 (l) AMERICAN SKIN FOOD GROUP, LLC, a North Carolina limited liability company (“Skin,” and
together with Farmland, Smithfield Canada, Packing, PPH, Cudahy, Morrell, Global, Armour and Specialty, the “Originators”); 
 (m) SMITHFIELD RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Borrower”); 

(n) COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH
(“Rabobank”), in its capacities as Administrative Agent (“Administrative Agent”), Letter of Credit Issuer and a Committed Lender; and 







 (o) NIEUW AMSTERDAM RECEIVABLES CORPORATION (“Nieuw
Amsterdam”), as a Conduit. 
 Capitalized terms used and not otherwise defined herein shall have the meanings
given to such terms in the Credit and Security Agreement (as defined below). 
 R E C I T
A L S 
 WHEREAS, Smithfield, SFFC, the Originators and the Borrower are parties to that certain
Amended and Restated Receivables Sale Agreement, dated as of January 31, 2013 (such agreement, as amended, modified, supplemented, waived or restated from time to time, the “Receivables Sale Agreement”); 

WHEREAS, the Borrower, Smithfield, Rabobank, in its capacities as administrative agent and letter of credit issuer, and the
Lenders and the Co-Agents from time to time party thereto, are parties to that certain Amended and Restated Credit and Security Agreement dated as of January 31, 2013 (such agreement, as amended, modified, supplemented, waived or restated from
time to time, the “Credit and Security Agreement,” and together with the Receivables Sale Agreement, the “Agreements”); 
 WHEREAS, Smithfield has informed the Administrative Agent 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 Smithfield, Shuanghui desires to merge Mergerco with and into Smithfield (the “Shuanghui Merger”) so that, following consummation of such merger, (i) Smithfield 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 Smithfield; 
 WHEREAS, Section 7.1 of the Receivables Sale Agreement provides that the parties to
the Receivables Sale Agreement may waive any of the provisions contained therein under the circumstances and subject to the satisfaction of the conditions set forth therein; 
 WHEREAS, Section 14.1 of the Credit and Security Agreement provides that the parties to the Credit and Security Agreement may waive any of the provisions contained therein under the
circumstances and subject to the satisfaction of the conditions set forth therein; 
 WHEREAS, each of the parties hereto
(other than the Administrative Agent) desires to waive certain provisions of each Agreement to which it is a party, and the Administrative Agent desires to waive certain provisions of each Agreement, as provided herein; 

  
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 NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

SECTION 1. Waiver. 
 Notwithstanding anything to the contrary contained in Sections 4.2(g) and 5.1(g) of the Receivables Sale Agreement or Sections 7.2(i) and 9.1(l) of the Credit and Security Agreement, each of the parties
hereto agrees that 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 party to the
Parent Credit Agreement 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 Shuanghui and not by the assumption or incurrence of Indebtedness by
Smithfield) and (ii) the Shuanghui Merger is consummated, if consummated at all, on or prior to December 6, 2013, no Termination Event nor Unmatured Termination Event shall be deemed to occur under the Receivables Sale Agreement, and no
Event of Default nor Unmatured Event of Default shall be deemed to occur under the Credit and Security Agreement, in each case solely as a result of a Change of Control occurring in connection with the Shuanghui Merger or Shuanghui Acquisition.

 SECTION 2. Agreement in Full Force and Effect as Waived. 

Except as specifically waived hereby, all provisions of each Agreement shall remain in full force and effect. This Waiver shall not be
deemed to expressly or impliedly waive, amend or supplement any provision of either Agreement other than as expressly set forth herein, shall constitute a one-time waiver only and shall not constitute an amendment or a novation of either Agreement.

 SECTION 3. Representations. 
 (a) Each of Smithfield, SFFC and each Originator represents and warrants to Borrower and the Administrative Agent (as Borrower’s assignee) that, as of the date of this Waiver: (i) each of the
representations and warranties made by it pursuant to Section 2.1 of the Receivables Sale 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 (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. 

  
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 (b) Each of Smithfield and Borrower represents and warrants to the Agents and the Lenders
that, as of the date of this Waiver: (i) each of the representations and warranties made by it pursuant to Section 5.1 of the Credit and Security 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 (ii) no event has occurred and is continuing that will constitute an Event of Default or an Unmatured Event of Default. 

SECTION 4. Miscellaneous. 
 (a) This Waiver may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an
original instrument but all of which together shall constitute one and the same agreement. 
 (b) The descriptive headings of
the various sections of this Waiver are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 

(c) This Waiver may not be amended or otherwise modified except by the written agreement of all of the parties hereto. 

(d) The failure or unenforceability of any provision hereof shall not affect the other provisions of this Waiver. 

(e) Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in
the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. 
 (f) This Waiver represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties. 
 (g) Sections 7.4
and 7.10 of the Receivables Sale Agreement and Sections 14.5, 14.8, 14.9, 14.10 and 14.11 of the Credit and Security Agreement are incorporated by reference in and shall apply to this Waiver as if set out herein in their entirety. 

[Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed by
their respective officers thereunto duly authorized, 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



  
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Agreements 








 
			
	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, Treasurer



  
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	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



  
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Agreements 









			
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, AS LETTER OF CREDIT ISSUER AND AS A
COMMITTED LENDER
		
	By: 	 	/s/ Christopher Lew
	Name: Christopher Lew
	Title:   Vice President
		
	By:	 	/s/ Dana Hartman
	Name: Dana Hartman
	Title:   Executive Director


  
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 NIEUW AMSTERDAM RECEIVABLES CORPORATION, 
 AS A CONDUIT 

			
		
	By: 	 	/s/ Damian Perez
	Name: Damian Perez
	Title:   Vice President


  
 Waiver No. 1 to
Agreements