8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2011

SMITHFIELD FOODS, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-15321	52-0845861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Commerce Street Smithfield, Virginia	23430
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (757) 365-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

On June 9, 2011, Smithfield Foods, Inc. (the “Company”) entered into a new Second Amended and Restated Credit Agreement (the “ABL Credit Agreement”) among the Company, the subsidiaries of the Company party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch (“Rabobank”), as administrative agent, the lenders party thereto and the other agents and arrangers party thereto. In addition, on the same date, the Company entered into an accounts receivable securitization facility pursuant to a (1) Receivables Sale Agreement (“Receivables Sale Agreement”), among Smithfield Receivables Funding LLC, a wholly-owned “bankruptcy remote” special purpose indirect subsidiary of the Company (“SRF”), Smithfield, SFFC, Inc., Farmland Foods, Inc., The Smithfield Packing Company, Incorporated, Patrick Cudahy, LLC, Premium Pet Health, LLC, John Morrell & Co., Smithfield Global Products, Inc., and Armour-Eckrich Meats LLC and  (2) Credit and Security Agreement (“Receivables Credit Agreement”) among SRF, the Company, Rabobank, as the Administrative Agent and certain lenders and co-agents party thereto.

The ABL Credit Agreement and the Receivables Credit Agreement collectively provide the Company with loan commitments for up to $1.2 billion, and include the option, subject to certain conditions, to increase such commitments to $1.5 billion in the future.

In connection with the ABL Credit Agreement and the receivables securitization facility, the Company also entered into an amendment to the Company's $200 million term loan with Rabobank (the “Term Loan Amendment”) on June 9, 2011.

The ABL Credit Agreement, the receivables securitization facility and the Term Loan Amendment are discussed below.

ABL Credit Agreement

The ABL Credit Agreement provides for an asset-based revolving credit line of $925 million and provides for an option, subject to certain conditions, to increase the available commitments to $1.25 billion in the future. The ABL Credit Agreement replaces the Company's existing U.S. revolving credit facility. Availability under the ABL Credit Agreement will be based upon borrowing base valuations of the Company's inventory, accounts receivable and certain cash balances. The ABL Credit Agreement is scheduled to mature on June 9, 2016, subject to an earlier maturity date in March 2014 if the Company does not satisfy certain conditions related to the repayment of the Company's senior secured notes due 2014. A portion of the commitment under the ABL Credit Agreement not in excess of $300 million will be available for the issuance of letters of credit.

Loans under the ABL Credit Agreement credit facility bear interest at LIBOR plus a margin ranging from 2.50% to 3.25% per annum, or, at the election of the Company, at a base rate plus a margin ranging from 1.50% to 2.25% per annum, with either such margin varying according to the Company's consolidated total leverage ratio (the ratio of consolidated funded debt to EBITDA). Letters of credit issued under the ABL Credit Agreement accrue fees at a rate equal to the applicable margin for LIBOR loans. In addition, the Company is required to pay a commitment fee for the unused commitments under the credit facility, at rates ranging from 0.375% to 0.625% per annum depending on the Company's consolidated total leverage ratio.

The obligations under the ABL Credit Agreement are guaranteed by substantially all domestic subsidiaries of the Company and are secured pursuant to the Second Amended and Restated Pledge and Security Agreement by a first-priority lien on substantially all of the accounts receivable (other than those sold and financed pursuant to the receivables securitization facility), inventory, intellectual property and capital stock of the Company and the subsidiary guarantors. The Company's obligations under the ABL Credit Agreement are also secured by a second-priority lien on the real estate, equipment and other assets that secure the Company's obligations under its 2014 secured notes and the $200 million term loan with Rabobank on a first-priority basis.

The ABL Credit Agreement contains affirmative and negative covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to create liens and encumbrances; incur debt; make capital expenditures, make acquisitions and investments; dispose of or transfer assets; pay dividends or make other payments in respect of the Company's capital stock; in each case, subject to certain qualifications and exceptions.

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In addition, the ABL Credit Agreement contains financial covenants requiring the Company to maintain a total consolidated leverage ratio (ratio of consolidated funded debt to capitalization) of, subject to certain exceptions, not more than 0.50 to 1.0 and a minimum interest coverage ratio (ratio of consolidated EBITDA to consolidated interest expense) of not less than 2.50 to 1.0. If the Company does not comply with the various covenants, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the facility and foreclose on the collateral.

Receivables Securitization Facility

The receivables securitization facility provides a $275.0 million securitization facility with a term of three years pursuant to the Receivables Sale Agreement and the Receivables Credit Agreement. Amounts available under the Receivables Credit Agreement may be used for loans to purchase receivables under the Receivables Sale Agreement or the issuance of letters of credit.

Under the Receivables Sale Agreement, certain subsidiaries of the Company (“Originators”) will transfer and sell, on an ongoing basis, all of their accounts receivable to SRF. SRF will accept an initial contribution of such accounts receivable and thereafter purchase such accounts receivable for a purchase price based on the outstanding balance of such accounts receivables less a discount. In most cases, the purchase price will be payable in cash or through the issuance and maintenance of letters of credit on behalf of the Originators. Once sold to SRF by an Originator, the accounts receivable, related assets and rights to collection purchased from the Originators will be separate and distinct from the assets of the Company and the Originators and will not be available to the creditors of the Company or the Originators should they become insolvent, although the receivables sold pursuant to the facility will be included in the Company's consolidated balance sheet as accounts receivable. SRF has granted a security interest in substantially all of its assets to secure its obligations under the Receivables Credit Agreement. The Company acts as initial servicer with respect to the collection of accounts receivable sold to SRF in consideration for a 1% per annum servicer fee.

Loans made to SRF under the Receivables Credit Agreement and unreimbursed drawings under outstanding letters of credit bear interest at LIBOR or, at the election of SRF, a base rate. In addition, a fee ranging from 1.25% to 2.00% per annum, depending on the Company's leverage ratio (the ratio of consolidated funded debt to EBITDA), accrues on outstanding loans and the aggregate amount of undrawn letters of credit. SRF is also obligated to pay certain monthly commitment fees in respect of the unused portion of the lenders' commitments under the Receivables Credit Agreement at rates generally ranging from 0.375% to 0.625% per annum.

Term Loan Amendment

Also on June 9, 2011, the Company and the Guarantors entered into the Term Loan Amendment. Among other things, the Term Loan Amendment extended the maturity date on its $200 million term loan with Rabobank from August 2013 to June 2016. In addition, the interest rate on the Rabobank term loan was reduced by 2% to an annual rate of interest equal to LIBOR plus a margin of 3.75%, or at the election of the Company, a base rate, plus a margin of 2.75%. With the exception of a $25 million amortization payment due in June 2015, no amortization of the Rabobank term loan is required prior to the maturity date. The Company may elect to prepay the Rabobank term loan at any time, subject to the payment of certain prepayment fees in respect of any voluntary prepayment prior to June 9, 2013 and other customary breakage costs.

The above descriptions are only a summary of the material terms and are qualified in their entirety by the actual terms of the ABL Credit Agreement, the Second Amended and Restated Pledge and Security Agreement, the Receivables Sale Agreement, the Receivables Credit Agreement and the Term Loan Amendment which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Form 8-K is hereby incorporated into this Item 2.03.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1	Second Amended and Restated Credit Agreement, dated as of June 9, 2011, among the Company, the subsidiaries of the Company party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch , as Administrative Agent, the lenders party thereto, and the other agents and arrangers party thereto.
Exhibit 10.2	Second Amended and Restated Pledge and Security Agreement, dated as of June 9, 2011, among the Company, the subsidiaries of the Company party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch , as Administrative Agent.
Exhibit 10.3	Receivables Sale Agreement, dated as of June 9, 2011, among Smithfield Receivables Funding LLC, the Company, SFFC, Inc., Farmland Foods, Inc., The Smithfield Packing Company, Incorporated, Patrick Cudahy, LLC, Premium Pet Health, LLC, John Morrell & Co., Smithfield Global Products, Inc., and Armour-Eckrich Meats LLC.
Exhibit 10.4	Credit and Security Agreement, dated as of June 9, 2011, among Smithfield Receivables Funding LLC, the Company, Rabobank, as the Administrative Agent and certain lenders and co-agents party thereto.
Exhibit 10.5	First Amendment to Term Loan Agreement, dated as of June 9, 2011, among the Company, the subsidiaries of the Company party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch, as administrative agent and the lenders party thereto.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SMITHFIELD FOODS, INC.
Date: June 15, 2011	/s/ Michael H. Cole
	Michael H. Cole
	Vice President, Chief Legal Officer and Secretary

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EXHIBIT INDEX

Exhibit 10.1	Second Amended and Restated Credit Agreement, dated as of June 9, 2011, among the Company, the subsidiaries of the Company party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch , as Administrative Agent, the lenders party thereto, and the other agents and arrangers party thereto.
Exhibit 10.2	Second Amended and Restated Pledge and Security Agreement, dated as of June 9, 2011, among the Company, the subsidiaries of the Company party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch , as Administrative Agent.
Exhibit 10.3	Receivables Sale Agreement, dated as of June 9, 2011, among Smithfield Receivables Funding LLC, the Company, SFFC, Inc., Farmland Foods, Inc., The Smithfield Packing Company, Incorporated, Patrick Cudahy, LLC, Premium Pet Health, LLC, John Morrell & Co., Smithfield Global Products, Inc., and Armour-Eckrich Meats LLC.
Exhibit 10.4	Credit and Security Agreement, dated as of June 9, 2011, among Smithfield Receivables Funding LLC, the Company, Rabobank, as the Administrative Agent and certain lenders and co-agents party thereto.
Exhibit 10.5	First Amendment to Term Loan Agreement, dated as of June 9, 2011, among the Company, the subsidiaries of the Company party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch, as administrative agent and the lenders party thereto.

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EX-10.1

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

9 June 2011

among

SMITHFIELD FOODS, INC.,

The Guarantors Party Hereto,

The Lenders Party Hereto

and

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK

NEDERLAND", NEW YORK BRANCH,

as Administrative Agent and a joint lead arranger

BARCLAYS CAPITAL, THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC,

as a joint lead arranger, a joint bookrunner and the syndication agent

AgFIRST FARM CREDIT BANK,

GOLDMAN SACHS BANK USA,

BANK OF MONTREAL,

MORGAN STANLEY SENIOR FUNDING, INC., and

COBANK, ACB,

as joint lead arrangers, joint bookrunners and co-documentation agents

Table of Contents
		Page
ARTICLE I DEFINITIONS		2
SECTION 1.01	Defined Terms	2
SECTION 1.02	Classification of Loans and Borrowings	38
SECTION 1.03	Terms Generally	39
SECTION 1.04	Accounting Terms; GAAP	39
SECTION 1.05	Currency Translations.	39
(a)	Dollar Equivalents	39
(b)	Determination of Dollar Equivalents	40
ARTICLE II THE CREDITS		40
SECTION 2.01	Commitments.	40
(a)	Dollar Loans	40
(b)	Multicurrency Loans	40
(c)	Lender Participation in Multicurrency Loans; Collateralization	40
SECTION 2.02	Loans and Borrowings.	41
(a)	Loans Made Ratably	41
(b)	Initial Type of Loans	41
(c)	Minimum Amounts; Limitation on Eurocurrency Borrowings	42
(d)	Limitations on Interest Periods	42
SECTION 2.03	Requests for Revolving Borrowings	42
SECTION 2.04	Protective Advances.	43
(a)	Making Protective Advances	43
(b)	Lender Participation in Protective Advances; Collateralization	43
SECTION 2.05	Swingline Loans.	44
(a)	Commitment	44
(b)	Borrowing Procedure	44
(c)	Lender Participation in Swingline Loans; Collateralization	44
(d)	Settlement of Swingline Loans	45
SECTION 2.06	Letters of Credit.	45
(a)	General	45
(b)	Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.	45
(c)	Limitations on Amounts	46
(d)	Expiration Date	46
(e)	Participations; Defaulting Lender Collateralization	46
(f)	Reimbursement	47
(g)	Obligations Absolute	48
(h)	Disbursement Procedures	48
(i)	Interim Interest	49
(j)	Replacement of the Issuing Bank	49
(k)	Cash Collateralization	49
(l)	Reporting	50
SECTION 2.07	Funding of Borrowings.	50
(a)	By Lenders	50
(b)	Fundings Assumed Made	50
SECTION 2.08	Interest Elections.	51
(a)	Conversion and Continuation	51
(b)	Delivery of Interest Election Request	51
(c)	Contents of Interest Election Request	51
(d)	Notice to the Lenders	52

(e)	Automatic Conversions	52
(f)	Limitation on Election	52
SECTION 2.09	Termination, Reduction and Increase of Commitments.	52
(a)	Maturity Date	52
(b)	Optional Termination	52
(c)	Optional Reduction	52
(d)	Notice of Termination or Reduction	53
(e)	Increase of Commitments	53
SECTION 2.10	Repayment of Loans; Evidence of Debt.	54
(a)	Promise to Pay	54
(b)	Lender Records	54
(c)	Administrative Agent Records	54
(d)	Prima Facie Evidence	54
(e)	Request for a Note	54
SECTION 2.11	Prepayment of Loans.	54
(a)	Optional Prepayments	54
(b)	Mandatory Prepayments and Cash Collateralization	54
(c)	Application of Prepayments	55
(d)	Notice of Prepayment	55
SECTION 2.12	Fees.	55
(a)	Commitment Fee	56
(b)	Letter of Credit Participation Fee	56
(c)	Issuing Bank Fees	56
(d)	Payment of Letter of Credit Fees	56
(e)	Administrative Agent Fees	56
(f)	Payment of Fees	56
SECTION 2.13	Interest.	56
(a)	ABR Loans	56
(b)	Eurocurrency Loans	56
(c)	Default Interest	57
(d)	Payment of Interest	57
(e)	Computation	57
SECTION 2.14	Alternate Rate of Interest	57
SECTION 2.15	Increased Costs.	58
(a)	Change in Law	58
(b)	Capital Adequacy	58
(c)	Delivery of Certificate	58
(d)	No Waiver; Limitation on Compensation	59
(e)	Illegality of Multicurrency Loans	59
SECTION 2.16	Break Funding Payments	60
SECTION 2.17	Taxes.	60
(a)	Gross Up	60
(b)	Payment of Other Taxes	60
(c)	Indemnity	61
(d)	Excluded Taxes	61
(e)	Receipts	61
(f)	Fee Receiver	61
(g)	Foreign Lenders	61
(h)	Refund	62
(i)	FATCA	63

(j)	Survival	63
SECTION 2.18	Payments Generally; Allocation of Proceeds; Sharing of Set-offs.	63
(a)	Payments Generally	63
(b)	Application of Proceeds of Collateral	64
(c)	Pro Rata Requirement	64
(d)	Automatic Borrowing; Deduction from Deposit Accounts	65
(e)	Sharing of Setoffs	65
(f)	Payments Assumed Made	65
SECTION 2.19	Mitigation Obligations; Replacement of Lenders.	66
(a)	Designation of a Different Lending Office	66
(b)	Replacement of Lenders or Issuing Banks	66
SECTION 2.20	Returned Payments	66
SECTION 2.21	Defaulting Lenders	67
(a)	Suspension of Commitment Fees	67
(b)	Suspension of Voting	67
(c)	Participation Exposure	67
(d)	Suspension of Swingline Loans, Multicurrency Loans and Letters of Credit	68
(e)	Setoff against Defaulting Lenders	68
(f)	Remedy of Defaulting Lender Status	69
ARTICLE III REPRESENTATIONS AND WARRANTIES		69
SECTION 3.01	Organization; Powers	69
SECTION 3.02	Authorization; Enforceability	69
SECTION 3.03	Governmental Approvals; No Conflicts	69
SECTION 3.04	Financial Condition; No Material Adverse Change.	69
(a)	Financial Statements	69
(b)	No Material Adverse Change	70
(c)	No Material Undisclosed Liabilities	70
SECTION 3.05	Properties	70
SECTION 3.06	Litigation and Environmental Matters.	70
(a)	Litigation	70
(b)	Environmental	70
(c)	Disclosed Matters	70
SECTION 3.07	Compliance with Laws and Agreements	70
SECTION 3.08	Investment Company Status	71
SECTION 3.09	Taxes	71
SECTION 3.10	ERISA	71
SECTION 3.11	Disclosure	71
SECTION 3.12	Margin Regulations	71
SECTION 3.13	Liens	71
SECTION 3.14	No Default	72
SECTION 3.15	Solvency	72
SECTION 3.16	Insurance	72
SECTION 3.17	Capitalization and Subsidiaries	72
SECTION 3.18	Security Interest in Collateral	72
SECTION 3.19	Employment Matters	72
SECTION 3.20	Common Enterprise	73
SECTION 3.21	Unrestricted Subsidiaries; Material Subsidiaries	73
ARTICLE IV CONDITIONS		73
SECTION 4.01	Effective Date	73
(a)	Credit Agreement, Opinion and Loan Documents	73

(b)	Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates	73
(c)	Officer's Certificate	74
(d)	Fees	74
(e)	Borrowing Base Certificate	74
(f)	Assignment of Liens; Modifications to Collateral Documents; No Title Insurance Endorsements	74
(g)	Lien Searches	74
(h)	Filings, Registrations and Recordings	75
(i)	Field Exams	75
(j)	Evidence of Insurance	75
(k)	"Know Your Customer" Requirements	75
(l)	Existing Credit Agreement	75
(m)	Rabobank Nederland Facility	75
(n)	Receivables Securitization	75
(o)	Other Documents	75
SECTION 4.02	Each Credit Event	76
(a)	Representations and Warranties	76
(b)	No Default	76
(c)	Credit Limits	76
SECTION 4.03	Effective Date Advances and Adjustments	76
ARTICLE V AFFIRMATIVE COVENANTS		77
SECTION 5.01	Financial Statements; Borrowing Base and Other Information	77
(a)	Annual Financial Statements	77
(b)	Quarterly Financial Statements	77
(c)	Compliance Certificate	77
(d)	Accountant's Certificate of No Default	77
(e)	Projections	78
(f)	Borrowing Base Certificate	78
(g)	SEC Reports	78
(h)	ERISA Reports	78
(i)	Other Information	78
SECTION 5.02	Notices of Material Events	78
(a)	Defaults	78
(b)	Investigation or Litigation	78
(c)	Certain Dispositions	79
(d)	Damage to Collateral	79
(e)	Collateral Location Defaults	79
(f)	ERISA Events	79
(g)	PAS Trust Notices	79
(h)	Hazardous Material	79
(i)	Environmental Liability	79
SECTION 5.03	Existence; Conduct of Business	80
SECTION 5.04	Payment of Obligations	80
SECTION 5.05	Maintenance of Properties	80
SECTION 5.06	Books and Records; Inspection Rights	80
SECTION 5.07	Compliance with Laws.	80
(a)	Requirements of Law	80
(b)	Environmental Laws	81
SECTION 5.08	Use of Proceeds	81
SECTION 5.09	Insurance.	81
(a)	Maintenance	81

(b)	Endorsements	81
(c)	Flood Hazard Determinations and Insurance	81
(d)	Payment of Premiums	82
SECTION 5.10	Casualty and Condemnation	82
SECTION 5.11	Governmental Authorizations	82
SECTION 5.12	Field Examinations	82
SECTION 5.13	Mortgages, etc	82
(a)	Mortgage	83
(b)	Filing	83
(c)	Title Report	83
(d)	Survey	83
(e)	Fixture Filings	83
(f)	Local Counsel Opinions	83
(g)	Flood Hazard Determination	83
(h)	Other Information	83
SECTION 5.14	Additional Collateral; Further Assurances.	83
(a)	Joinder of Material Subsidiaries	83
(b)	Pledge of Equity Interests	84
(c)	General Further Assurance	84
(d)	Material Asset Acquisition	84
ARTICLE VI NEGATIVE COVENANTS		85
SECTION 6.01	Indebtedness	85
(a)	Secured Obligations	85
(b)	Existing Debt	85
(c)	Intercompany	85
(d)	Intercompany Guarantees	85
(e)	Purchase Money	85
(f)	Refinancings	85
(g)	European Facility	86
(h)	Employee Benefit and Insurance	86
(i)	Surety and other Bonds	86
(j)	Acquired Debt	86
(k)	Capital Leases	86
(l)	Customer Deposits	86
(m)	Overdrafts	87
(n)	Indemnifications and Earnouts	87
(o)	CNMV Guarantee	87
(p)	Campofrio Acquisition Financing	87
(q)	Pari Passu Indebtedness	87
(r)	Foreign Subsidiary Secured Debt	87
(s)	Other Unsecured Reserve Indebtedness	88
(t)	Other Unsecured Debt	88
(u)	Qualified Receivables Transaction	88
(v)	Secured Debt Incurred after the Term Debt Collateral Release Date	88
SECTION 6.02	Liens	89
(a)	Agent Liens	89
(b)	Permitted Encumbrances	89
(c)	Senior Secured Notes	89
(d)	Existing	89
(e)	Purchase Money Liens	89

(f)	Acquired Liens	89
(g)	Collecting Bank Liens	89
(h)	Swap Agreement Liens; CNMV Guaranty Liens	90
(i)	Sale Leaseback	90
(j)	Intercompany	90
(k)	Disposition Encumbrances	90
(l)	Transfer Restrictions	90
(m)	Foreign Subsidiary Liens	90
(n)	PSA and PACA Liens	90
(o)	Procurement Contracts	90
(p)	Pari Passu Liens: Term Debt Priority Collateral	90
(q)	Lease, Licenses	90
(r)	Seller Liens	91
(s)	Qualified Receivable Transaction Liens	91
(t)	Other Liens	91
SECTION 6.03	Fundamental Changes; Business Activities.	91
(a)	Mergers, Sales of Assets, Etc	91
(b)	Line of Business	92
SECTION 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	92
(a)	Cash Equivalents	92
(b)	Existing	92
(c)	Receivables Securitization	92
(d)	Campofrio	92
(e)	Employee Advances	92
(f)	Settlement of Accounts	92
(g)	Swaps	92
(h)	Acquired Investments	93
(i)	Disposition Consideration	93
(j)	Deposits	93
(k)	Intercompany	93
(l)	Available Equity Proceeds	93
(m)	Captive Insurance	93
(n)	Debt Repurchase	93
(o)	Investments in Restricted Subsidiaries	93
(p)	Other Investments and Acquisitions	93
SECTION 6.05	Asset Sales	93
(a)	Ordinary Course	94
(b)	Intercompany	94
(c)	Accounts	94
(d)	Investments	94
(e)	Sale/Leaseback	94
(f)	Restricted Payments	94
(g)	Casualty	94
(h)	Available Annual Dispositions	94
(i)	Receivables Securitizations	94
(j)	Foreign Subsidiary	94
(k)	Other Dispositions	94
SECTION 6.06	Sale and Leaseback Transactions	95
SECTION 6.07	Swap Agreements	95
SECTION 6.08	Restricted Payments; Certain Payments of Indebtedness.	95

(a)	Restricted Payments	95
(b)	Payments of Indebtedness	96
SECTION 6.09	Transactions with Affiliates	96
SECTION 6.10	Restrictive Agreements	97
SECTION 6.11	Amendment of Material Documents	98
SECTION 6.12	Changes in Fiscal Periods	98
SECTION 6.13	Capital Expenditures	98
SECTION 6.14	Minimum Interest Coverage Ratio	99
SECTION 6.15	Leverage Ratio	99
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES		100
SECTION 7.01	Events of Default	100
(a)	Principal Payment Default	100
(b)	Other Payment Default	100
(c)	Representations and Warranties	100
(d)	Immediate Covenant Defaults	100
(e)	Other Covenant Defaults	100
(f)	Payment Default on Material Indebtedness	101
(g)	Cross Default to Material Indebtedness	101
(h)	Involuntary Bankruptcy	101
(i)	Voluntary Bankruptcy	101
(j)	Failure to Pay Debts	101
(k)	Judgments	102
(l)	Erisa	102
(m)	Change in Control	102
(n)	Loan Guaranty	102
(o)	Collateral Documents	102
(p)	Invalidity of Loan Documents	102
(q)	Environmental Violations	102
SECTION 7.02	Limitation on Separate Suit	103
ARTICLE VIII THE ADMINISTRATIVE AGENT; OTHER AGENTS		103
SECTION 8.01	Appointment	103
SECTION 8.02	Rights as a Lender	103
SECTION 8.03	Limitation of Duties and Immunities	103
SECTION 8.04	Reliance on Third Parties	104
SECTION 8.05	Sub Agents	104
SECTION 8.06	Determination of Lender's Satisfaction	104
SECTION 8.07	Successor Agent	105
SECTION 8.08	Independent Credit Decisions	105
SECTION 8.09	Other Agents	105
SECTION 8.10	Delivery of Reports	105
SECTION 8.11	Powers and Immunities of Fronting Banks	106
SECTION 8.12	Lender Affiliates Rights	106
SECTION 8.13	Administrative Agent May File Proofs of Claim	106
(a)	Proof of Claim	107
(b)	Receipt of Funds	107
SECTION 8.14	Credit Bidding	107
SECTION 8.15	Resignation of JPMorgan and GE; Assignment of Liens	107
ARTICLE IX MISCELLANEOUS		108
SECTION 9.01	Notices.	108
(a)	Address for Notices	108

(b)	Deemed Delivery	108
(c)	Electronic Notices	109
(d)	Communications Through the Platform	109
SECTION 9.02	Waivers; Amendments.	109
(a)	Waivers; Rights Cumulative	109
(b)	Amendments	110
(c)	Corrections of Errors	111
(d)	Release of Collateral	111
(e)	Loan Modification Offer	113
(f)	Repayment of Non-Consenting Lenders	115
SECTION 9.03	Expenses; Indemnity; Damage Waiver.	115
(a)	Expense Reimbursement	115
(b)	Indemnity	116
(c)	Lender Payment	117
(d)	Waiver of Consequential, Punitive and other Damagers	117
(e)	Payments Due	117
SECTION 9.04	Successors and Assigns.	117
(a)	Benefit and Binding Effect	117
(b)	Assignments	117
(c)	Participations	119
(d)	Pledge	120
SECTION 9.05	Survival	120
SECTION 9.06	Counterparts; Effectiveness	120
SECTION 9.07	Severability	121
SECTION 9.08	Right of Setoff	121
SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process.	121
(a)	Governing Law	121
(b)	Jurisdiction	121
(c)	Venue	121
(d)	Service of Process	122
SECTION 9.10	WAIVER OF JURY TRIAL	122
SECTION 9.11	Headings	122
SECTION 9.12	Confidentiality	122
SECTION 9.13	Several Obligations; Nonreliance; Violation of Law	123
SECTION 9.14	USA PATRIOT Act	123
SECTION 9.15	Disclosure	123
SECTION 9.16	No Fiduciary Relationship	123
SECTION 9.17	Appointment for Perfection	124
SECTION 9.18	Interest Rate Limitation	124
SECTION 9.19	Intercreditor Arrangement	124
SECTION 9.20	Independence of Covenants	125
SECTION 9.21	Entire Agreement; Amendment and Restatement	125
SECTION 9.22	Judgment Currency	125
SECTION 9.23	Waiver of Borrower's Rights Under Farm Credit Act	126
ARTICLE X LOAN GUARANTY		126
SECTION 10.01	Guaranty	126
SECTION 10.02	Guaranty of Payment	127
SECTION 10.03	No Discharge or Diminishment of Loan Guaranty.	127
(a)	Unconditional	127
(b)	No Setoff, Etc	127

(c)	No Diminishment	127
SECTION 10.04	Defenses Waived	127
SECTION 10.05	Rights of Subrogation	128
SECTION 10.06	Reinstatement; Stay of Acceleration	128
SECTION 10.07	Information	128
SECTION 10.08	Intercompany Subordination.	128
(a)	Debt Subordination	128
(b)	Lien Subordination	129
(c)	Insolvency Proceeding	129
(d)	Conflicting Subordination Provisions	129
SECTION 10.09	Taxes	129
SECTION 10.10	Maximum Liability	129
SECTION 10.11	Contribution	130
SECTION 10.12	Liability Cumulative	130
SECTION 10.13	Release	131

EXHIBITS:

Exhibit A -- Form of Assignment and AssumptionExhibit B -- Form of Borrowing Base CertificateExhibit C -- Form of Compliance Certificate
Exhibit D -- Joinder AgreementExhibit E -- Form of Borrowing RequestExhibit F -- Form of Interest Election Request

Exhibit G -- Form of U.S. Tax Compliance Certificate

Exhibit H -- Form of Increased Commitment Supplement

SCHEDULES:

Schedule 1.01A --    Commitment Schedule

Schedule 1.01B --    Mortgages from the Existing Credit Agreement

Schedule 2.01     --    Existing Letters of Credit
Schedule 3.06     --    Disclosed Matters

Schedule 3.13    --    Liens
Schedule 3.17    --    Capitalization and Subsidiaries

Schedule 6.01(b) --    Indebtedness

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 9, 2011 (this "Agreement"), is among SMITHFIELD FOODS, INC., a Virginia corporation (the "Company"), the subsidiary guarantors from time to time party hereto, the Lenders from time to time party hereto and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, (in its individual capacity, herein "Rabobank Nederland"), as administrative agent (in such capacity, the "Administrative Agent").

RECITALS

A.    The Company, certain of the other Loan Parties, certain other subsidiaries of the Company JPMorgan Chase Bank, N.A., and certain lenders are party to that certain Amended and Restated Credit Agreement dated as of July 2, 2009 (as the same may have been amended, the "Existing Credit Agreement").

B.    Since the execution of the Existing Credit Agreement, the following transactions involving Subsidiary Guarantors (as defined in the Existing Credit Agreement) have occurred:

(i)    Each of Gwaltney Transportation Co., Inc., LPC Transport, Inc. and Valleydale Transportation Company, Inc. has merged with and into Smithfield Transportation Co., Inc. and Smithfield Transportation Co., Inc. is the successor in interest by merger to such parties;

(ii)    Each of Farmland Distribution Inc. and North Side Foods Corp. has merged with and into Farmland Foods, Inc. and Farmland Foods, Inc. is the successor in interest by merger to such parties; and

(iii)    Each of Patrick Cudahy Incorporated, PC Express, Inc. and 814 Americas, Inc. has merged with and into Patrick Cudahy, LLC and Patrick Cudahy, LLC is the successor in interest by merger to such parties.

As a result of the foregoing, Gwaltney Transportation Co., Inc., LPC Transport, Inc., Valleydale Transportation Company, Inc., Farmland Distribution Inc., North Side Foods Corp., Patrick Cudahy Incorporated, PC Express, Inc. and 814 Americas, Inc. are no longer Subsidiary Guarantors under the Existing Credit Agreement.

C.    Patrick Cudahy, LLC has been joined as a Subsidiary Guarantor under the Existing Credit Agreement prior to the date hereof, Premium Pet Health, LLC and Smithfield Global Products Inc. are becoming Subsidiary Guarantors (as defined herein) under the terms hereof.

D.    As of the Effective Date, each Voting Participant (as defined in the Existing Credit Agreement) other than Farm Credit Bank of Texas has either assigned its participation interest under the Existing Credit Agreement to AgFirst Farm Credit Bank or has received notice from CoBank, ACB that its participation interest has been cancelled. Farm Credit Services of Mid-America, FLCA and United FCS, FLCA d/b/a FCS Commercial Finance Group have assigned their interests as Voting Participants to AgFirst Farm Credit Bank pursuant to an Assignment of Voting Participant Interest dated as of the date hereof. Contemporaneously with the execution of this Agreement, CoBank, ACB has terminated the participation interests of FCS Financial, PCA, Farm Credit East, ACA (formerly known as First Pioneer Farm Credit, ACA), and Northwest Farm Credit Services, FLCA. In addition, JPMorgan Chase Bank, N.A. is hereby resigning as the administrative agent and a joint collateral agent under the Existing Credit Agreement. As a result, the Loan Parties have requested that JPMorgan Chase Bank, N.A. assign all of its right, title and interest as the "Administrative Agent" and as a "Joint Collateral Agent" under the Existing Credit Agreement and the "Loan Documents" (as defined in the Existing Credit Agreement) to Rabobank Nederland in connection with the execution of this Agreement. Additionally, General Electric Capital Corporation is hereby resigning as a joint collateral agent under the Existing Credit Agreement and, as a result, the Loan Parties have requested it to assign all of its right, title and interest as a "Joint Collateral Agent" under the Existing Credit Agreement and the "Loan Documents" (as defined in the Existing Credit Agreement) to Rabobank Nederland in connection with the execution of this Agreement.

E.    The Loan Parties have requested that the Lenders and the Administrative Agent agree to, among other things: (i) amend and restate in its entirety the Existing Credit Agreement; (ii) add as Lenders hereto certain parties that were not "Lenders" under the Existing Credit Agreement; and (iii) continue to provide the Company with a revolving

credit facility pursuant to this Agreement, all as set forth herein. The Lenders and the Administrative Agent have agreed to do so on and subject to the terms and conditions herein set forth.

The parties hereto agree as follows:

ARTICLE IDEFINITIONS

SECTION 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

"2011 Notes" means the Company's 7% Senior Notes due 2011.

"2013 Notes" means the Company's 7 ¾% Senior Notes due 2013.

"2017 Notes" means the Company's 7 ¾% Senior Notes due 2017.

"ABL Priority Collateral" has the meaning assigned to such term in the Intercreditor Agreement.

"ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

"Account" has the meaning assigned to such term in the Security Agreement.

"Accepting Lenders" has the meaning assigned to such term in Section 9.02(e).

"Account Debtor" means any Person obligated on an Account.

"Acquisition" means the purchase or other acquisition (whether by merger, amalgamation or otherwise) by the Company or any other Restricted Subsidiary of Equity Interests which represent a Controlling interest in a Person, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person.

"Acquisition Basket Amount" has the meaning assigned to such term in Section 6.08(a).

"Adjusted Eurocurrency Rate" means, with respect to any Eurocurrency Borrowings for any Interest Period, (a) a per annum interest rate equal to the quotient of the Eurocurrency Rate for such Interest Period divided by (b) a percentage equal to 100% minus the Adjusted Eurocurrency Rate Reserve Percentage.

"Adjusted Eurocurrency Rate Reserve Percentage" means, for the Interest Period for each Eurocurrency Borrowing, the percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board for determining the maximum reserve requirement (including, without limitation, any basic, special, emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities consisting of or including "eurocurrency liabilities", as such term is defined in Regulation D (or with respect to any other category of liabilities which includes deposits by reference to which the interest rate on Eurocurrency Borrowings is determined) having a term equal to the Interest Period for which such Adjusted Eurocurrency Rate Reserve Percentage is being determined.

"Administrative Agent" means Rabobank Nederland, in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity as provided in Article VIII.

"Administrative Questionnaire" means an administrative questionnaire in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one

or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

"Aggregate Credit Exposure" means, at any time, the aggregate Credit Exposure of all the Lenders.

"Agreement" has the meaning assigned to such term in the preamble hereto.

"Alternate Base Rate" means, for any day, a rate per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100^th of 1%) equal to the greatest of (a) the rate of interest most recently announced as of such day by Rabobank Nederland in New York City as its base rate, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Adjusted Eurocurrency Rate as determined for Dollars and a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted Eurocurrency Rate for purposes of this definition and any day shall be based on the rate appearing on the Bloomberg page BBAM, pg. 1 (Official BBA Libor Fixings) (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Rabobank Nederland's base rate, the Federal Funds Effective Rate or the Adjusted Eurocurrency Rate shall be effective from and including the effective date of such change in such base rate, the Federal Funds Effective Rate or the Adjusted Eurocurrency Rate, respectively. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the Adjusted Eurocurrency Rate for any reason, including the inability of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. The rate established pursuant to clause (a) of the first sentence of this definition is a reference rate established by Rabobank from time to time and is not necessarily the best or lowest rate actually charged by Rabobank to any customer.

"Applicable Multicurrency Percentage" means, with respect to any Multicurrency Lender, the percentage of the Total Multicurrency Commitment represented by such Multicurrency Lender's Multicurrency Commitment; provided, that if the Multicurrency Commitments have terminated or expired, the Applicable Multicurrency Percentages shall be determined based upon the Multicurrency Commitments most recently in effect, after giving effect to any assignments.

"Applicable Percentage" means, at any time with respect to any Lender, a percentage equal to a fraction, the numerator of which is such Lender's Commitment and the denominator of which is the Total Commitment, in each case at such time; provided that for purposes of Section 2.21 when a Defaulting Lender shall exist, "Applicable Percentage" shall mean the percentage of the Total Commitment (disregarding any Defaulting Lender's Commitment) represented by such Lender's Commitment. If, however, the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Total Commitment most recently in effect, giving effect to any assignments and to any Lender's status as a Defaulting Lender at the time of determination.

"Applicable Rate" means, for any day with respect to any ABR Loan or Eurocurrency Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption "ABR Spread", "Eurocurrency Spread", or "Commitment Fee Rate", as the case may be, based upon the Company's Funded Debt to EBITDA Ratio as of the most recent date of determination, provided that until delivery to the Administrative Agent, pursuant to Section 5.01, of the Company's consolidated financial information for the Company's first fiscal quarter ending after the Effective Date, the "Applicable Rate" shall be the applicable rate per annum set forth below in Level III:

Level	Funded Debt to EBITDA Ratio	ABR Spread	Eurocurrency Spread	Commitment Fee Rate
I	Greater than or equal to 3.75 to 1.00	2.25%	3.25%	0.625%
II	Greater than or equal to 3.25 to 1.00 but less than 3.75 to 1.00	2%	3%	0.5%
III	Greater than or equal to 2.75 to 1.00 but less than 3.25 to 1.00	1.75%	2.75%	0.5%
IV	Less than 2.75 to 1.00	1.5%	2.5%	0.375%

For purposes of the foregoing, (a) the Funded Debt to EBITDA Ratio shall be determined as of the end of each fiscal quarter of the Company's fiscal year based upon the Company's consolidated financial statements delivered pursuant to Section 5.01(a) or (b) and the reconciliation required by Section 5.01(c) showing the Company's interest in Unrestricted Subsidiaries accounted for based on the equity method of accounting and (b) each change in the Applicable Rate resulting from a change in the Funded Debt to EBITDA Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Funded Debt to EBITDA Ratio shall be deemed to be in Level I at the option of the Agent or at the request of the Required Lenders, if the Company fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or (b) (together with the reconciliation required by Section 5.01(c) showing the Company's interest in Unrestricted Subsidiaries accounted for based on the equity method of accounting), during the period from the expiration of the time for delivery thereof (after giving effect to any applicable cure and notice periods) until such consolidated financial statements and reconciliation are delivered. If it is ever subsequently determined that such financial statements did not accurately report the information necessary to determine the Funded Debt to EBITDA Ratio and as a result thereof, the Funded Debt to EBITDA Ratio utilized to determine the Applicable Rates was not correct and resulted in the Applicable Rates being otherwise lower than they should have been if the Funded Debt to EBITDA Ratio was accurately determined, the Company shall pay to the Administrative Agent the amount that would have been due under the terms hereof if the Funded Debt to EBITDA Ratio was calculated correctly. A certificate of the Administrative Agent setting forth the amount or amounts (including a reasonably detailed calculation thereof) of any such difference shall be delivered to the Company and the Company shall pay the Administrative Agent the amount shown as due on any such certificate within 10 days after receipt thereof.

"Approved Foreign Currency" means the Euro or any other freely available currency requested by the Company and approved by the Administrative Agent which is freely transferable and freely convertible into Dollars and in which dealings are carried on in the European interbank market.

"Approved Fund" has the meaning assigned to such term in Section 9.04.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any Person whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

"Assignment of Liens" means one or more Assignment of Liens dated the date hereof executed by JPMorgan Chase Bank, N.A., in its capacity as "Administrative Agent" under the Existing Credit Agreement, pursuant to which all right, title and interest of JPMorgan Chase Bank, N.A. (in its capacity as the administrative agent under the Existing Credit Agreement) in the "Collateral Documents" (as defined in the Existing Credit Agreement) are assigned to the Administrative Agent.

"Availability" means, at any time, an amount equal to the sum of: (a) the lesser of (A) the Total Commitment and (B) the Borrowing Base minus (b) the Aggregate Credit Exposure.

"Availability Period" means the period from and including the Effective Date to but excluding the Maturity

Date.

"Available Commitment" means, at any time, the Total Commitment then in effect minus the Aggregate Credit Exposure at such time; provided, that for the purpose of determining the Available Commitment pursuant to Section 2.12(a), the Aggregate Credit Exposure of a Lender shall equal the following for such Lender:

(a)    the outstanding Revolving Loans denominated in Dollars and LC Exposure of such Lender; and

(b)    the Dollar Equivalent of the Multicurrency Loans advanced directly by such Lender (not including a Lender's participation interest in any Multicurrency Loans); and

the following shall be disregarded for such purpose: (x) the Swingline Exposure of such Lender, (y) such Lender's Multicurrency Exposure and (z) such Lender's Applicable Percentage of the aggregate principal amount of Protective Advances outstanding at such time.

"Available Equity Proceeds" means, at any date (the "Reference Date"), the Net Proceeds from the issuance or sale by the Company of any common stock of the Company during the period from the Effective Date through the Reference Date (other than an issuance or sale of Equity Interests to a Subsidiary or any employee stock ownership plan or trust established by the Company or any Subsidiaries or a similar issuance or sale), minus the sum without duplication of the aggregate amount of the Available Equity Proceeds used to make Investments pursuant to Section 6.04(l) or repay Indebtedness in reliance on Section 6.08(b)(iii)(B).

"Banking Services" means each and any of the following bank services provided to any Loan Party by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, "commercial credit cards" and purchasing cards), (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

"Banking Services Obligations" of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

"Banking Services Reserves" means all Reserves which the Administrative Agent from time to time establishes, in its Permitted Discretion, for Banking Services then provided or outstanding.

"Board" means the Board of Governors of the Federal Reserve System of the United States of America (or any successor thereto).

"Borrowing" means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect and a single Currency has been selected, (b) a Swingline Loan and (c) a Protective Advance.

"Borrowing Base" means, at any time, an amount equal to the sum of:

(a)    85% of all Eligible Accounts, plus

(b)    70% of Eligible Inventory consisting of finished goods (valued at the lower of cost (determined on an average cost basis) or market value); plus

(c)    65% of Eligible Inventory consisting of live animals (other than live sows) and work in process inventory (valued at the lower of cost (determined on a first in first out basis consistent with the Company's historical practices) or market value); plus

(d)    50% of Eligible Inventory consisting of live sows (valued at historical cost (not to exceed $250 per sow) less accumulated depreciation and adjusted for impairment, if any); plus

(e)    100% of the total cash deposits of the Loan Parties that are maintained in deposit accounts and subject to an agreement, in form and substance satisfactory to the Administrative Agent, granting control of all deposits and balances held in such deposit accounts to the Administrative Agent; minus

(f)    100% of the amount of all obligations of the Loan Parties that are secured by Liens or claims which encumber any property valued in the Borrowing Base, which Liens or claims have priority over the Liens of the Administrative Agent therein; provided, however, that reserves for PACA claims deducted when calculating the purchase price for Accounts sold under a Qualified Receivables Transaction shall not also be deducted from the Borrowing Base pursuant to this clause (f); minus

(g)    the amount of the Maturity Reserve (as defined below in this definition); minus

(h)    without duplication, Reserves established by the Administrative Agent in its Permitted Discretion.

The Administrative Agent may, in its Permitted Discretion, adjust Reserves, with any such changes to be effective three days after delivery of notice thereof to the Company and the Lenders; provided, that such changes shall be effective immediately in the case of reductions of cash deposits included in the Borrowing Base pursuant to clause (e) of this definition. The Borrowing Base shall be determined by reference to the Borrowing Base Certificate most recently delivered to the Administrative Agent, subject to adjustments and changes made by the Administrative Agent in its Permitted Discretion as provided above. As used in this definition:

"Maturity Reserve" means, at any time, the positive difference, if any, of (y) the principal amount outstanding at such time under all Reserve Indebtedness whose Trigger Date has occurred, minus (z) the positive difference, if any, of (i) the amount of cash of the Company and its consolidated Restricted Subsidiaries on the balance sheet of the Company most recently delivered to the Administrative Agent pursuant to Section 5.01 minus (ii) $75,000,000; provided, that in the case of any calculation of the Borrowing Base for purposes of any Borrowing in respect of which proceeds are to be applied by the Company to make a repayment of Reserve Indebtedness, the Maturity Reserve shall be reduced by the amount of such repayment of Reserve Indebtedness.

"Reserve Indebtedness" means the 2013 Notes and any Indebtedness incurred after the Effective Date in reliance on Section 6.01(q), (r) or (s) with a final maturity date (each a "New Debt Maturity Date") prior to the Maturity Date.

"Trigger Date" means, with respect to the 2013 Notes, January 15, 2013 and with respect to any other Reserve Indebtedness, the date one hundred twenty days (120) prior to such Reserve Indebtedness' applicable New Debt Maturity Date.

"Borrowing Base Certificate" means a certificate, signed and certified as accurate and complete by a Financial Officer of the Company, in substantially the form of Exhibit B or another form which is acceptable to the Administrative Agent in its sole discretion.

"Borrowing Request" means a request by the Company for a Borrowing of Revolving Loans in accordance with Section 2.03.

"Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

"Campofrio" means Campofrío Alimentación S.A., a company incorporated in Spain.

"Campofrio Acquisition" means the acquisition of Equity Interests in Campofrio not owned by the Company or its Subsidiaries on the Effective Date, together with related loans, puts, calls and other investments made in connection with such acquisition; provided that (a) the aggregate amount of immediately available funds paid to the sellers as the

purchase price for the Equity Interests acquired in the initial closing of such transaction does not exceed €550,000,000, (b) no Default exists or would result from the acquisition of such Equity Interests and (c) all transactions related thereto are consummated in accordance with applicable law.

"Capital Expenditures" means, for any period, with respect to the Company, the aggregate of all expenditures by the Company and its consolidated Restricted Subsidiaries for the acquisition or leasing (pursuant to Capital Lease Obligations) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries.

"Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

"Change in Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the Effective Date), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in the Company, (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors of the Company nor (ii) appointed by directors so nominated or (c) any "Change of Control" (or other defined term having a similar purpose) as defined in the Covered Notes Documents or in any document governing any refinancing of any of the Covered Notes.

"Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) of any Governmental Authority. Notwithstanding anything herein to the contrary, the Dodd Frank Wall Street Reform and the Consumer Protection Act, any new Basel Capital Accord issued by the Basel Committee on Banking Supervision, and all requests, rules, guidelines, and directives promulgated under any of the foregoing shall be deemed to be a "Change in Law", regardless of the date enacted or adopted.

"Charges" has the meaning assigned to such term in Section 9.18.

"Chief Financial Officer" means, with respect to any Person, the chief financial officer of such Person.

"Class", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Multicurrency Loans, Loans denominated in Dollars, Swingline Loans or Protective Advances. Additionally, "Class" can refer to any increase or extensions of Loans to the Company by the Accepting Lenders pursuant to a Permitted Amendment.

"Code" means the Internal Revenue Code of 1986.

"Collateral" means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Secured Parties, to secure the Secured Obligations.

"Collateral Access Agreement" means any landlord waiver or other agreement, in form and substance satisfactory to the Administrative Agent, between JPMorgan Chase Bank, N.A., as agent under the Existing Credit Agreement or the Administrative Agent and any third party (including any grower, bailee, consignee, customs broker or other similar Person) in possession of any Collateral or any landlord of any Loan Party for any real property where

any Collateral is located.

"Collateral Documents" means, collectively, the Security Agreement, the Assignment of Liens, the Mortgages, the Deposit Account Control Agreements and any other documents granting a Lien upon the Collateral as security for payment of the Secured Obligations or perfecting any such Lien.

"Commitment" means, as to each Lender, the obligation of such Lender to make Dollar Revolving Loans and to acquire participations in Letters of Credit, Multicurrency Loans and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.09 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment is set forth on the Commitment Schedule or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment. The initial aggregate amount of the Commitments is $925,000,000.

"Commitment Schedule" means Schedule 1.01A. hereto identified as such.

"Company" has the meaning assigned to such term in the preamble to this Agreement.

"Consolidated Funded Debt" means, at the time of determination, the sum of the following as determined for the Company and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP (provided that for purposes of this definition, the Company's interest in Unrestricted Subsidiaries shall be accounted for based on the equity method of accounting), without duplication: (a) (i) all obligations for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations under conditional sale or other title retention agreements relating to property acquired, (iv) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business which are not past due by more than ninety (90) days, unless being contested in good faith by appropriate proceedings), (v) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired, whether or not the Indebtedness secured thereby has been assumed or are non-recourse, (vi) all Capital Lease Obligations of such Person, (vii) all liquidated reimbursement obligations of such Person arising as an account party in respect of letters of credit, letters of guaranty or similar arrangements and arising as a result of the amounts actually drawn thereunder, (viii)  the aggregate outstanding amount of all the purchase prices paid to purchase Accounts under the Receivables Securitization, (xi) without duplication of the amounts added pursuant to clause (viii), all Off-Balance Sheet Liabilities and (x) the amount of any Guarantee by any Loan Party of the Indebtedness of any Unrestricted Subsidiary and any Joint Venture minus (b) the positive difference, if any, equal to (i) the amount of cash of the Company and its consolidated Restricted Subsidiaries on the balance sheet of the Company most recently delivered to the Administrative Agent pursuant to Section 5.01 minus (ii) $75,000,000. The Indebtedness of any Person of the type included in Consolidated Funded Debt shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

"Consolidated Interest Expense" means, for any period, the sum of: (a) the total consolidated cash and non-cash interest expense of the Company and its Restricted Subsidiaries, determined in accordance with GAAP (but accounting for the Company's interest in Unrestricted Subsidiaries based on the equity method of accounting), plus (b), to the extent incurred by the Company and its Restricted Subsidiaries in such period but not included in such interest expense, (i) deferred or accrued cash interest expense, (ii) cash interest expense attributable to Capitalized Lease Obligations, and (iii) fees or interest paid to purchasers or lenders providing the financing in connection with a Qualified Receivables Transaction or a factoring or similar agreement, including any such amounts paid by discounting the face amount of receivables or participations therein transferred in connection with such a transaction, factoring agreement or other similar agreement (regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet) minus (c) to the extent included in the calculation of clause (a), amortization of debt discounts and debt issuance costs, minus (d) non-cash interest expense to the extent such non-cash interest expense is included in the calculation of clause (a) and arises as a result of convertible bond accounting adjustments. Notwithstanding the

foregoing, Consolidated Interest Expense for any period will be adjusted on a Pro Forma Basis to take into account the effect of any Indebtedness retired (or incurred) in connection with a disposition (or acquisition) of a Subsidiary, or a business unit, division, product line or line of business for consideration in excess of $10,000,000 during such period, as if such disposition or acquisition (and any related retirement or incurrence of Indebtedness) had occurred on the first day of such period.

"Consolidated Total Assets" means, on any date, the aggregate amount of assets of the Company and its Restricted Subsidiaries shown on a consolidated balance sheet of such Persons at such date prepared in accordance with GAAP (provided that for purposes of this definition, the Company's interest in Unrestricted Subsidiaries shall be accounted for based on the equity method of accounting).

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or the dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto. Solely for purposes of the definition of "Affiliate", "Control" shall also mean the possession, directly or indirectly, of the power to vote 15% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person.

"Convertible Notes" means the Company's 4% Convertible Senior Notes due 2013.

"Covered Notes" means each of the Senior Secured Notes, the 2011 Notes, the 2013 Notes, the 2017 Notes and the Convertible Notes.

"Covered Notes Documents" means any agreement or instrument governing or evidencing any of the Covered Notes.

"Credit Exposure" means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender's Revolving Loans, LC Exposure, Multicurrency Exposure and Swingline Exposure at such time, plus an amount equal to its Applicable Percentage of the aggregate principal amount of Protective Advances outstanding at such time.

"Currency" means Dollars or any Approved Foreign Currency.

"Debt Facilities" means the Company's debt facilities (including the Covered Notes and the Receivables Securitization) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), capital lease financings or letters of credit or issuances of debt securities, in each case, as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original trustee, administrative agent, holders and lenders or another trustee, administrative agent or agents or other holders or lenders and whether provided under the current documents evidencing the same or any other credit agreement or other agreement or indenture).

"Default" means any event or condition that constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

"Defaulting Lender" means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund its portion of any Borrowing, or any portion of its participation in any Letter of Credit, Multicurrency Loan, or Swingline Loan, within three Business Days of the date on which it shall have been required to fund the same, unless the subject of a good faith dispute between the Company and such Lender, (b) notified the Company, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under agreements in which it commits to extend credit generally, (c) failed, within three Business Days after written request by the Administrative Agent, the Swingline Lender, any Issuing Bank or any Multicurrency Lender, to confirm that it will comply with the terms of this

Agreement relating to its obligations to fund prospective Loans (unless the subject of a good faith dispute between the Company and such Lender as to the satisfaction of a condition to funding (specifically identified and including the particular default, if any)) and participations in then outstanding Letters of Credit, Multicurrency Loan, Swingline Loans and Protective Advances; provided that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent, (d) otherwise failed to pay over to the Administrative Agent, the Swingline Lender, any Issuing Bank or any Multicurrency Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute) or (e) (i) been (or has a parent company that has been) adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, unless in the case of any Lender referred to in this clause (e) the Company, the Administrative Agent, the Swingline Lender and each Issuing Bank shall be satisfied that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder provided, however, that in the case of any Lender organized (or having a parent company organized) under the laws of the Netherlands, the conditions described in this clause (e) shall not apply solely by virtue of such Lender being in the status of Undisclosed Administration. For the avoidance of doubt, a Lender shall not be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in such Lender or its parent by a Governmental Authority. As used in this definition, "Undisclosed Administration" means, in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the Dutch Financial Supervision Act 2007 (and any successor statute) if such law requires that such appointment is not to be publicly disclosed.

"Departing Lender" has the meaning assigned to such term in Section 2.19(b).

"Deposit Account Control Agreement" has the meaning assigned to such term in the Security Agreement.

"Disclosed Matters" means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

"Dollar Equivalent" means, (a) with respect to any Borrowing or other extension of credit expressed in an Approved Foreign Currency, the amount of Dollars that would be required to purchase the amount of such Approved Foreign Currency of such Borrowing or extension of credit on the date two Business Days prior to the date of such Borrowing or extension of credit (or, in the case of any determination made under Section 2.11(b) or redenomination under Section 2.18, or in the case of a redenomination of any other amount into Dollars as provided herein, on the date of determination or redenomination therein referred to), based upon the spot selling rate at which the Administrative Agent offers to sell such Approved Foreign Currency for Dollars in the London foreign exchange market at approximately 11:00 a.m., London time, for delivery two days later, provided, that with respect to the certification to be made by the Company pursuant to Section 5.01(f), such spot selling rate shall be determined by reference to the spot selling rate set forth in the Wall Street Journal on the Business Day immediately preceding the date on which such certification is to be made and (b) with respect to any amount expressed in Dollars, such amount. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. For purposes of determining compliance with any Dollar-denominated restriction on the consummation of any other

transaction (other than the incurrence of Indebtedness), such conversion shall be made on the basis of the applicable exchange rate in effect at the time such transaction is consummated, or, if a contractual commitment to such transaction is entered into prior to consummation thereof, at the time such contractual commitment becomes effective.

"Dollars" or "$" refers to lawful money of the United States of America.

"Domestic Subsidiary" means any Restricted Subsidiary that is organized under the laws of the United States, any State thereof or the District of Columbia.

"EBITDA" means, for any period, an amount equal to (a) the sum for such period of Net Income and, to the extent subtracted in determining such Net Income, provisions for (i) taxes based on income, (ii) interest expense, (iii) depreciation and amortization expense, and (iv) any other non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory) minus (b) without duplication and to the extent included in Net Income, any cash payments made during such period in respect of non-cash charges described in clause (a)(iv) taken in a prior period minus (c) without duplication and to the extent otherwise included in Net Income, any cash distribution received from Unrestricted Subsidiaries and unconsolidated Joint Ventures to the extent such distributions were not made from operating earnings of such Unrestricted Subsidiaries and unconsolidated Joint Ventures.

"Effective Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

"Eligible Accounts" means, at any time, the Accounts of any Loan Party, but excluding any Account:

(a)    which is not subject to a first-priority perfected security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) except as permitted in clause (b) of this definition;

(b)    which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent (for the benefit of the Secured Parties), (ii) a Permitted Encumbrance that does not have priority over the Lien in favor of the Administrative Agent (for the benefit of the Secured Parties), provided that Accounts shall not be deemed ineligible in respect of Liens arising under PACA, PSA or any similar laws or regulations to the extent a deduction is made (A) in calculating the Borrowing Base under clause (f) thereof in respect of rights of sellers of livestock, poultry and perishable agricultural commodities thereunder or (B) when calculating the purchase price for Accounts sold under a Qualified Receivables Transaction and (iii) a Lien permitted pursuant to Section 6.02(c) or 6.02(p) that, in each case, does not have priority over the Lien in favor of the Administrative Agent (for the benefit of the Secured Parties);

(c)    (i) with respect to which the scheduled due date is more than 60 days after the original invoice date, (ii) which is unpaid more than 60 days after the date of the original invoice therefor or more than 53 days after the original due date or (iii) which has been written off the books of the applicable Loan Party or otherwise designated as uncollectible (in determining the aggregate unpaid amount owing from each Account Debtor with respect to Accounts that are unpaid either more than 60 days after the date of the original invoice therefor or more than 53 days after the original due date, such aggregate amount shall not be reduced to give effect to any credits extended by, or amounts owing from, the Loan Parties to such Account Debtor);

(d)    which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible pursuant to clause (c) of this definition;

(e)    (i) that is owing by an Account Debtor, other than an Investment Grade Account Debtor, to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to all Loan Parties exceeds 10% of the aggregate amount of all Eligible Accounts of all Loan Parties at such time or (ii) that is owing by an Investment Grade Account Debtor to the extent the aggregate amount of Accounts owing from such Investment Grade Account Debtor and its Affiliates to all Loan Parties exceeds 15% of the aggregate amount of all Eligible Accounts of all Loan Parties at such time;

(f)    with respect to which any covenant, representation, or warranty contained in any Loan Document has been breached or is not true in any material respect (without duplication of any materiality or similar qualification in any such covenant, representation or warranty);

(g)    which (i) does not arise from the sale of goods or performance of services in the applicable Loan Party's ordinary course of business, (ii) is not evidenced by an invoice or other documentation reasonably satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon any Loan Party's completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest or service or finance charges (but only that portion of the Account relating thereto);

(h)    for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such Account have not been performed by the applicable Loan Party or if such Account was invoiced more than once;

(i)    for which the goods giving rise to such Account have not been delivered to the Account Debtor other than Accounts in respect of FOB shipments subject to an SAB 104 adjustment, to the extent that such goods (i) shall have been shipped not more than five days prior to the date of determination and are expected to be delivered within five days of the original shipment date and (ii) are covered by insurance in accordance with the applicable Loan Party's normal business practices (it being understood that any goods that give rise to an Account that qualifies as an Eligible Account pursuant to this paragraph (i) shall not be included as Inventory of any Loan Party);

(j)    with respect to which any check or other instrument of payment has been returned uncollected for any reason;

(k)    which is owed by an Account Debtor in respect of which the Company or any of its Subsidiaries has received notice of proceedings or actions which are threatened or pending against such Account Debtor that would reasonably be expected to result in any material adverse change in such Account Debtor's financial condition;

(l)    which is owed by an Account Debtor that has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, liquidator or similar official for such Account Debtor of its assets, (ii) had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any assignment, application, request or petition for liquidation, reorganization, compromise, arrangement, adjustment of debts, adjudication as bankrupt, winding-up or voluntary or involuntary case or proceeding under any state or Federal bankruptcy laws (other than post-petition accounts payable of an Account Debtor that is a debtor-in-possession under the Bankruptcy Code and reasonably acceptable to the Administrative Agent), (iv) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, (vi) ceased operation of its business, or (vii) been placed on a watch list by the Company or any other Loan Party in connection with any concern relating to such issues or other credit concerns;

(m)    which is owed by any Account Debtor which has sold all or substantially all of its assets;

(n)    which is owed by an Account Debtor which (i) does not maintain its chief executive office or principal place of business in the U.S. (including any State thereof, the District of Columbia and, at the Administrative Agent's Permitted Discretion following a request therefor by the Company (and following the completion of, and the Administrative Agent's satisfaction with, due diligence that it deems to be necessary in its Permitted Discretion), any territory thereof (including Puerto Rico, the U.S. Virgin Islands and Guam)) or Canada or (ii) is not organized under the applicable law of the U.S. or any State or territory thereof (including Puerto Rico, the U.S. Virgin Islands and Guam) or the District of Columbia, Canada or any province of Canada

other than any such Accounts in a aggregate amount outstanding at any time not to exceed $50,000,000 (or at any time when the Total Commitment is not less than $1,225,000,000, in an aggregate amount outstanding not to exceed $65,000,000), in each case to the extent that such Accounts are fully backed by letters of credit acceptable to the Administrative Agent in its Permitted Discretion and pledged to the Administrative Agent;

(o)    which is owed in any currency other than Dollars;

(p)    which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. unless such Account is backed by a letter of credit acceptable to the Administrative Agent which is in the possession of the Administrative Agent, (ii) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof unless (other than with respect to such Accounts not in excess of $10,000,000 in the aggregate) the Federal Assignment of Claims Act of 1940 (31 U.S.C. § 3727 etseq. and 41 U.S.C. § 15 etseq.) has been complied with, and any other necessary actions to perfect the rights of the Administrative Agent with respect to such Account have been taken, in each case, to the Administrative Agent's reasonable satisfaction or (iii) any Account Debtor the primary business of which is conducted as a contractor for any Account Debtor referred to in clause (i) or (ii) of this paragraph (p); provided, that nothing contained in this clause (p) shall exclude an Account that is owed by any state of the U.S. or any department, agency, public corporation, or instrumentality thereof, except to the extent such state has anti-assignment laws that would restrict the ability of the Administrative Agent to obtain a perfected security interest in any such Account;

(q)    which is owed by any Affiliate, employee, officer, director, agent or stockholder of any Loan Party;

(r)    which is owed by an Account Debtor to which any Loan Party is indebted (or is indebted to any Affiliate of such Account Debtor), but only to the extent of such indebtedness or is subject to any security, deposit, progress payment, unapplied cash, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(s)    which is subject to (i) any contra-receivable (including any adjustment pursuant to a cost-plus arrangement) or allowance for bad debt, but only to the extent of any such contra-receivable or allowance or (ii) any counterclaim, deduction, defense, setoff or dispute, but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;

(t)    which is evidenced by any promissory note, judgment, chattel paper or instrument;

(u)    with respect to which the applicable Loan Party has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and any new Account related to the unpaid portion of such partially paid Account;

(v)    which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

(w)    which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than a Loan Party has or has had an ownership interest in such goods, or which indicates any party other than any of the Loan Parties as payee or remittance party;

(x)    which was acquired or originated by any Person acquired after the date hereof (until such time as diligence in respect of such Person and such Accounts satisfactory to the Administrative Agent, in its Permitted Discretion, has been completed);

(y)    which is governed by the laws of any jurisdiction other than the United States, any

state thereof, the District of Columbia, Canada or any province of Canada;

(z)    which relates to Inventory which is recorded as perpetual Inventory other than any Inventory which is subject to an SAB 104 adjustment;

(aa)    which was created on cash on delivery terms; or

(bb)    which is an Account that the Receivables Entity is obligated to purchase pursuant to a Qualified Receivables Transaction provided that for an Account owned by a Receivables Originator to be included as "Eligible" if the Receivables Entity is not obligated to purchase such Account, the Account Debtor must have been directed to make payment on such Account to a lockbox or deposit account under the control of the Administrative Agent.

In the event that an Account which was previously included in the Borrowing Base as an Eligible Account ceases to be an Eligible Account hereunder, such Account shall not be included in the calculation of the Borrowing Base at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent's Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all sales, advances or prepayments, accrued and actual discounts (including early pay discounts), claims, rebates, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that such Loan Party may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by such Loan Party to reduce the amount of such Account. Eligible Accounts shall also be adjusted as required to reflect any trade reconciliation in respect of agings and the general ledger.

"Eligible Inventory" means, at any time, the Inventory of the Loan Parties, other than any Inventory:

(a)    which is not subject to a first priority perfected Lien in favor of the Administrative Agent (for the benefit of the Secured Parties) except as permitted by clause (b) of this definition;

(b)    which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent (for the benefit of the Secured Parties), (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent (for the benefit of the Secured Parties) and (iii) a Lien permitted pursuant to Section 6.02(c) or 6.02(p) that, in each case, does not have priority over the Lien in favor of the Administrative Agent (for the benefit of the Secured Parties); provided that Inventory shall not be deemed ineligible in respect of (A) Liens arising under PACA, PSA or any similar laws or regulations to the extent that a deduction is made (1) in calculating the Borrowing Base under clause (f) thereof in the aggregate amount owed to sellers of livestock, poultry and perishable agricultural commodities or (2) when calculating the purchase price for Accounts sold under a Qualified Receivables Transaction, (B) landlords' liens to the extent that a Rent or Collateral Access Reserve is maintained in respect thereof or (C) liens of third party warehouses, growers, bailees, processors and other third parties who have possession of Inventory if a deduction is made in calculating the Borrowing Base under clause (f) thereof in the aggregate amount owed to such third parties;

(c)    which is determined, based on the Company's historical reserve practices and subject to the Administrative Agent's approval, to be slow moving, obsolete, unmerchantable, defective, used, unfit for sale or processing, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business;

(d)    with respect to which any covenant, representation, or warranty contained in any Loan Document has been breached or is not true in any material respect (without duplication of any materiality or similar qualification in any such covenant, representation or warranty) or which does not conform in any material respect to all standards imposed by any Governmental Authority;

(e)    in which any Person other than the applicable Loan Party shall (i) have any direct or

indirect ownership, interest or title to such Inventory or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have any interest therein;

(f)    which is spare or replacement parts, subassemblies, packaging and shipping material, manufacturing supplies, cooking ingredients, samples, prototypes, displays or display items, bill-and-hold goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course of business or do not relate to the core business of the Company;

(g)    which is not located in the U.S. or is in transit with a carrier (other than the Company or another Loan Party) from vendors and suppliers;

(h)    which is located in any location leased by a Loan Party unless (i) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Rent or Collateral Access Reserve with respect to such facility has been established by the Administrative Agent in its Permitted Discretion;

(i)    which is located in any third party warehouse or other storage facility or is in the possession of a grower or other bailee (other than a third party processor) and is not evidenced by a Document (other than bills of lading to the extent permitted pursuant to clause (g) above) unless (i) a deduction is made in calculating the Borrowing Base under clause (f) thereof in the aggregate amount owed to such third parties or (ii) such third party has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may required in its Permitted Discretion that provides for the subordination of the Liens held by such third party in a manner satisfactory to the Administrative Agent in its Permitted Discretion;

(j)    which is being processed offsite at a third party location or outside processor, or is in-transit to or from said third party location or outside processor;

(k)    which is feed on farm;

(l)    which is a discontinued product or component thereof;

(m)    which is the subject of a consignment by a Loan Party as consignor;

(n)    which contains or bears any intellectual property rights licensed to any Loan Party unless the Administrative Agent is satisfied that (i) they may sell or otherwise dispose of such Inventory without (A) the consent of each applicable licensor, (B) infringing the rights of such licensor, (C) violating any contract with such licensor or (D) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement or (ii) such Inventory is covered by a valid and enforceable purchase order satisfactory to the Administrative Agent in its Permitted Discretion;

(o)    which is not reflected in a current perpetual inventory report of any Loan Party;

(p)    for which reclamation rights have been asserted by the seller;

(q)    which consists of field medicines or vaccines;

(r)    which is subject to a recall or similar notice;

(s)    which is designated to be returned to a vendor or that is damaged or off-quality or subject to warranty claims or not to customer specifications or that is remanufactured; or

(t)    which is the subject of an Account in respect of an FOB shipment subject to an SAB 104 adjustment.

In the event that Inventory which was previously included in the Borrowing Base as Eligible Inventory ceases to be Eligible Inventory hereunder, such Inventory shall not be included in the calculation of the Borrowing Base at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.

"EMU Legislation" means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

"Environmental Laws" means all treaties, statutes, laws (including common law), rules, regulations, codes, ordinances, orders, decrees, writs, judgments, injunctions or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating to: the protection of the environment; the preservation or reclamation of natural resources; the generation, management, use, presence, release or threatened release of, or exposure to, any harmful or deleterious substances; or health and safety matters.

"Environmental Liability" means any liability or other obligation, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company or any Restricted Subsidiary resulting from or based upon any actual or alleged (a) violation of any Environmental Law or permit, license or approval issued thereunder, (b) generation, use, handling, transportation, storage, treatment, disposal or arrangement for disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) release or threatened release of any Hazardous Materials or (e) contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

"Equity Interests" means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

"ERISA" means the Employee Retirement Income Security Act of 1974.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) of the Code.

"ERISA Event" means (a) any Reportable Event; (b) the existence with respect to any Plan of a non-exempt Prohibited Transaction; (c) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (d) the filing pursuant to Section 412 of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan, or the failure by any Loan Party or any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan; (e) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, including but not limited to the imposition of any Lien in favor of the PBGC or any Plan; (f) a determination that any Plan is, or is expected to be, in "at risk" status (within the meaning of Section 430 of the Code or Title IV of ERISA); (g) the receipt by any Loan Party or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (h) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan or (i) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA), in Reorganization, or in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA).

"Euro" and "€" refers to the single currency of the Participating Member States.

"Eurocurrency", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Eurocurrency Rate.

"Eurocurrency Rate" means, for any Interest Period, the rate per annum (rounded upwards, if necessary, to the next higher 1/100th of a percentage point) for deposits in the applicable currency (either Dollars or the Approved Foreign Currency) for a period equal to (or approximately equal to) such Interest Period, which appears on the applicable Bloomberg page (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits of the applicable currency in the London interbank market) as of 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. In the event that such rate is not available at such time for any reason, then the "Eurocurrency Rate" with respect to such Eurocurrency Borrowing for such Interest Period shall be the arithmetic average of the rates of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in the applicable currency in immediately available funds are offered to the Administrative Agent or one of its Affiliates at 11:00 a.m. (London time) two Business Days before the beginning of such Interest Period by three or more major banks in the interbank Eurocurrency market selected by the Administrative Agent for delivery on the first day of and for a period equal to (or approximately equal to) such Interest Period (and rounded off to the nearest 1/100 of 1%).

"Event of Default" has the meaning assigned to such term in Section 7.01.

"Exchange Act" means the Securities Exchange Act of 1934.

"Excluded Taxes" means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or any other Loan Document, (a) any Other Connection Taxes, (b) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Company under Section 2.19(b)), any United States federal withholding Tax that is imposed by a Requirement of Law in effect at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), with respect to any payment made by or on account of any obligation of the Company to such Foreign Lender, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 2.17(a), (c) Taxes attributable to a Lender's failure to comply with Section 2.17(g) and (d) any Taxes imposed on any "withholdable payment" payable to a recipient as a result of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA after December 31, 2012.

"Existing Credit Agreement" has the meaning assigned to such term in the Recitals hereto.

"Existing Letters of Credit" means any letters of credit which have been issued pursuant to the Existing Credit Agreement and are listed on Schedule 2.01 hereto. The Company shall be deemed to have requested the issuance of each Existing Letter of Credit for purposes hereof.

"Farm Credit Lender" means a lending institution organized and existing pursuant to the provisions of the Farm Credit Act of 1971, as amended, and under the regulation of the Farm Credit Administration.

"FATCA" means Sections 1471 through 1474 of the Code, as in effect on the date hereof, including any amendments made thereto after the date of this Agreement, and any current or future regulations or official interpretations thereof.

"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Fee Receiver" means any Person that receives, or through a participating interest participates in, any payments of fees under Section 2.12.

"Financial Officer" means the Chief Financial Officer, principal financial officer, treasurer, financial vice president or controller of a Loan Party.

"Flood Insurance Laws" means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

"Foreign Lender" means any Lender or Issuing Bank, with respect to the Company, that (a) is not a U.S. Person or (b) is a partnership or other entity treated as a partnership for United States federal income tax purposes which is a U.S. Person, but only to the extent the beneficial owners (including indirect partners if its direct partners are partnerships or other entities treated as partnerships for United States federal income tax purposes are U.S. Persons) are not U.S. Persons.

"Foreign Subsidiary" means any Subsidiary that is not a Domestic Subsidiary.

"Fronting Bank" the Swingline Lender, each Issuing Bank and each Multicurrency Lender.

"Funded Debt to EBITDA Ratio" means the ratio, determined as of the last day of any fiscal quarter, of Consolidated Funded Debt as of such date to EBITDA for the four fiscal quarters then ended.

"GAAP" means generally accepted accounting principles in the United States of America.

"Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof, whether state, provisional, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) having jurisdiction over the Company, any Restricted Subsidiary or any Lender as the context may require.

"Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

"Guaranteed Obligations" has the meaning assigned to such term in Section 10.01.

"Guarantor" means, at any time, collectively and individually, the Company and each Domestic Subsidiary that has executed this Agreement or has executed a Joinder Agreement and has not been released from the Loan Guaranty.

"Hazardous Materials" means all explosive or radioactive substances or wastes; and all hazardous or toxic substances or wastes and all other pollutants, including any petroleum products or byproducts and all other hydrocarbons, radon gas, molds, asbestos or asbestos-containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances, infectious or medical wastes, odors or odor-causing substances; and all other substances or wastes that are prohibited, limited or regulated pursuant

to, or that could give rise to liability under, any Environmental Law.

"incur" means create, incur, assume, Guarantee or otherwise become responsible for, and "incurred" and "incurrence" shall have correlative meanings.

"Increased Commitment Supplement" means a supplement to this Agreement substantially in the form attached hereto as Exhibit H, executed and delivered by the Loan Parties, Administrative Agent and one or more of the Lenders and/or any New Lenders, which sets forth the increase in the Commitment and, if applicable, Multicurrency Commitment of each Lender party thereto, and to the extent that there are New Lenders, the agreement of each such New Lender to become a Lender party to and bound by this Agreement and the other Loan Documents.

"Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c)  all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, letters of guaranty or similar arrangements, (i) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances, (j) obligations under any liquidated earn-out and (k) any other Off-Balance Sheet Liability. For the avoidance of doubt, Indebtedness shall not include obligations owing under any Swap Agreement. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Indemnitee" has the meaning assigned to such term in Section 9.03(b).

"Information Memorandum" means the Confidential Information Memorandum dated May 2011 relating to the Loan Parties and the Transactions.

"Intercreditor Agreement" means that certain Amended and Restated Intercreditor Agreement dated as of the Effective Date among the Administrative Agent on behalf of the Secured Parties, the trustee under the Senior Secured Notes Documents on behalf of the holders of the Senior Secured Notes, the lenders under the Rabobank Nederland Facility, Smithfield Receivables Funding LLC (a Receivable Entity) and Rabobank Nederland as the administrative agent for the lender under the Receivables Securitization.

"Interest Election Request" means a request by the Company to convert or continue a Revolving Borrowing in accordance with Section 2.08.

"Interest Payment Date" means (a) with respect to any ABR Loan (other than a Swingline Loan), the last Business Day of each of March, June, September, and December in each year, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months duration, each day prior to the last day of such Interest Period that occurs at intervals of three months duration after the first day of such Interest Period, (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid and (d) with respect to any Loan, the Maturity Date.

"Interest Period" means with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six

months thereafter, as the Company may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

"Inventory" has the meaning assigned to such term in the Security Agreement.

"Investment" has the meaning assigned to such term in Section 6.04.

"Investment Grade Account Debtor" means an Account Debtor that, at the time of determination, has a corporate credit rating and/or family rating, as applicable, of BBB- or higher by S&P or Baa3 or higher by Moody's

"Issuing Bank" means Rabobank Nederland, JPMorgan Chase Bank, N.A. as the issuer of the Existing Letters of Credit and each other Lender approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and the Company that has agreed in its sole discretion to act as an "Issuing Bank" hereunder, in each case in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(j), in each case so long as such Person shall remain an Issuing Bank hereunder. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term "Issuing Banks" shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

"Joinder Agreement" has the meaning assigned to such term in Section 5.14.

"Joint Venture" means any Person (other than a Subsidiary) principally engaged in a business in which the Company and its Subsidiaries are permitted by Section 6.03(b) to be engaged, and in which the Company or any of its Subsidiaries holds an Investment (as a joint venturer, partner, or lender).

"LC Collateral Account" has the meaning assigned to such term in Section 2.06(k).

"LC Disbursement" means a payment made by any Issuing Bank pursuant to a Letter of Credit.

"LC Exposure" means, at any time, the sum of (a) the aggregate undrawn Dollar Equivalent amount of all outstanding Letters of Credit at such time plus (b) the aggregate Dollar Equivalent amount of all LC Disbursements in respect of Letters of Credit that have not yet been reimbursed by or on behalf of any Loan Party at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the LC Exposure of all Lenders at such time.

"Lead Arrangers" means the Persons named as joint lead arrangers on the cover page hereto.

"Lenders" means the Persons listed on the Commitment Schedule and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or pursuant to Section 2.09, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term "Lenders" includes the Swingline Lender.

"Letter of Credit" means (i) any letter of credit issued pursuant to this Agreement and (ii) the Existing Letters of Credit.

"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase

option, call or similar right of a third party with respect to such securities.

"Loan Documents" means, collectively, the Assignment of Liens, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty, the Intercreditor Agreement and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with the Agreement or the transactions contemplated thereby; provided, however, that Loan Documents shall not include any agreements relating to Swap Obligations or Banking Services Obligations. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

"Loan Guaranty" means Article X of this Agreement.

"Loan Modification Offer" has the meaning assigned to such term in Section 9.02(e).

"Loan Parties" means, individually and collectively, the Company, the Company's Domestic Subsidiaries that are Guarantors and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their respective successors and assigns.

"Loans" means the loans and advances made by the Lenders to the Company pursuant to this Agreement, including Revolving Loans, Swingline Loans and Protective Advances, and the loans made to the Company pursuant to Section 2.01 of the Existing Credit Agreement which remain outstanding on the Effective Date.

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations, property or condition, financial or otherwise, of the Company and its Restricted Subsidiaries taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents to which they are a party, (c) the Collateral, or the Administrative Agent's Liens (on behalf of itself and the Secured Parties) on the Collateral or the priority of such Liens or (d) the rights of or benefits available to the Administrative Agent, any Issuing Bank or the Lenders thereunder.

"Material Indebtedness" means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate outstanding principal amount exceeding $50,000,000. Material Indebtedness shall include the Indebtedness of the Company and the Receivables Originators arising under the Receivables Securitization. For purposes of determining Material Indebtedness, the "obligations" of the Company or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

"Material Subsidiary" means any Subsidiary of the Company that is a Domestic Subsidiary, has not been designated as an Unrestricted Subsidiary and (a) the portion of Consolidated Total Assets attributable, on a stand-alone basis, to such Subsidiary exceeds 10% of the Consolidated Total Assets attributable to the Company and its Domestic Subsidiaries that are Restricted Subsidiaries as of the end of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 5.01 or (b) the portion of EBITDA (after excluding all intercompany transactions) attributable, on a stand-alone basis, to such Subsidiary exceeds $50,000,000; provided, that (x) any Subsidiary that directly or indirectly owns a Material Subsidiary shall itself be a Material Subsidiary and (y) in the event Domestic Subsidiaries that would otherwise not be Material Subsidiaries shall in the aggregate account for a percentage in excess of 30% of the Consolidated Total Assets attributable to the Company and its Domestic Subsidiaries that are Restricted Subsidiaries or 30% of the EBITDA of the Company and its Domestic Subsidiaries that are Restricted Subsidiaries as of the end of and for the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 5.01 then, in each case, one or more of such Domestic Subsidiaries designated by the Company (or, if the Company shall make no designation, one or more of such Domestic Subsidiaries

in descending order based on their respective contributions to Consolidated Total Assets or EBITDA, as applicable), shall be included as Material Subsidiaries to the extent necessary to eliminate such excess.

"Maturity Date" means (a) June 9, 2016, (b) any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof; provided, that in the event that the Net Secured Notes Outstandings exceed $300,000,000 on March 15, 2014, the Maturity Date, as determined pursuant to clause (a) hereof, shall be March 15, 2014 or (c) with respect to any Accepting Lender, the maturity date specified in the Permitted Amendment. As used in this definition, the following terms have the following meanings:

"Net Secured Notes Outstandings" means, as of the date of determination, an amount equal to the sum of (i) the principal amount of the Senior Secured Notes outstanding on March 15, 2014 minus (ii) the Excess Cash.

"Excess Cash" means, as of the date of determination, the positive difference, if any, equal to (i) the amount of cash of the Company and its consolidated Restricted Subsidiaries on the balance sheet of the Company most recently delivered to the Administrative Agent pursuant to Section 5.01 minus (ii) $75,000,000.

"Maximum Liability" has the meaning assigned to such term in Section 10.10.

"Maximum Rate" has the meaning assigned to such term in Section 9.18.

"Moody's" means Moody's Investors Service, Inc.

"Mortgaged Properties" means any real property as to which a Mortgage is granted as of the Effective Date or pursuant to Section 5.14(d).

"Mortgages" means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, on real property of a Loan Party. The term "Mortgages" includes, the mortgages, deeds of trust and other agreements described on Schedule 1.01B which were executed and delivered in connection with the Existing Credit Agreement (without taking into account those mortgages that have been released, amended or otherwise discharged).

"Multicurrency Commitment" means, as to each Multicurrency Lender, the obligation of such Multicurrency Lender to make Multicurrency Revolving Loans, in an Approved Foreign Currency, expressed as a Dollar amount representing the Dollar Equivalent of the maximum aggregate amount of such Lender's Revolving Loans hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Multicurrency Commitment is set forth on the Commitment Schedule or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Multicurrency Commitment. The initial aggregate amount of the Multicurrency Commitments of all Multicurrency Lenders is $150,000,000.

"Multicurrency Exposure" means, at any time, the aggregate Dollar Equivalent amount of all Multicurrency Loans outstanding at such time. The Multicurrency Exposure of any Lender (including each Multicurrency Lender) at any time shall be its Applicable Percentage of the Multicurrency Exposure of all Lenders at such time.

"Multicurrency Lender" means (a) on the Effective Date, the Lenders designated as having Multicurrency Commitments on the Commitment Schedule under the heading "Multicurrency Lenders" and (b) thereafter, the Lenders from time to time holding Multicurrency Commitments, after giving effect to any assignments thereof permitted by Section 9.04(b).

"Multicurrency Loan" means an advance made under the Multicurrency Commitments and Section 2.01(b).

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

"Net Income" means, for any period, without duplication, the consolidated net income (loss) of the Company

and its Restricted Subsidiaries determined in accordance with GAAP; provided, however, that there shall not be included in such consolidated net income:

(i)    any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that subject to the limitations contained in clauses (iii) through (iv) below, the Company's equity in the net income of any Unrestricted Subsidiary or unconsolidated Joint Venture for such period shall be included in such consolidated net income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below);

(ii)    any net income (loss) of any Restricted Subsidiary to the extent that the distribution thereof is not permitted by contractual restrictions (other than under any Loan Document), directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that subject to the limitations contained in clauses (iii) and (iv) below, the Company's equity in the net income of any such Restricted Subsidiary for such period shall be included in such consolidated net income up to the aggregate amount of cash distributed (or permitted by such contractual restrictions to have been distributed) by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or distribution that could have been made to another Restricted Subsidiary, to the limitation contained in this clause);

(iii)    any gain or loss realized upon the sale or other disposition of any asset of the Company or its Restricted Subsidiaries (including pursuant to any sale-leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain or loss realized upon the sale or other disposition of any Equity Interests of any Person; and

(iv)    any extraordinary gain or loss.

Notwithstanding the foregoing, Net Income for any period will be adjusted, on a Pro Forma Basis to take into account the effect of any acquisition or disposition involving the acquisition or disposition of a Subsidiary, or a business unit, division, product line or line of business for consideration in excess of $10,000,000 during such period, as if such acquisition or disposition (and any related incurrence or prepayment of Indebtedness) had occurred on the first day of such period.

"Net Proceeds" means, with respect to any event, (a) the cash proceeds received by or on behalf of any Loan Party in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of (A) all legal, accounting and investment banking fees, commissions and other fees and expenses incurred, as a consequence of such sale, transfer or other disposition, (B) all payments required to be made and made on any Indebtedness (including any stipulated loss value payment or similar payment) which is secured by any assets subject to such sale, transfer or other disposition, in accordance with the terms of any Lien upon or related security agreement with respect to such assets, or, with respect to assets other than Collateral, which must by its terms, or in order to obtain a necessary consent to such sale, transfer or other disposition, or by applicable law, be repaid out of the proceeds from such sale, transfer or other disposition, (C) all distributions and other payments required to be made to minority interest holders in such Loan Party as a result of such sale, transfer or other disposition and (D) any portion of the purchase price from such sale, transfer or other disposition placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such sale, transfer or other disposition or otherwise in connection with such sale, transfer or other disposition; provided, however, that upon the termination of that escrow, Net Proceeds will be increased by any portion of funds in the escrow that are released to the Company or any Subsidiary and (iii) the amount of all taxes paid (or reasonably estimated to be payable), including any taxes required to be paid or accrued

as a liability under GAAP as a result of a sale, transfer or other disposition of an asset, and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Company).

"New Lender" has the meaning assigned to such term in Section 2.09(e).

"Non-Consenting Lender" has the meaning assigned to such term in Section 9.02(f).

"Non-Loan Party" means any Subsidiary of the Company that is not a Loan Party.

"Non-Material Subsidiary" means at any date, any Subsidiary (other than a Loan Party) that, together with its consolidated Subsidiaries, provides less than $15,000,000 of EBITDA and has less that 5% of the Consolidated Total Assets of the Company and its Restricted Subsidiaries.

"Non-Paying Guarantor" has the meaning assigned to such term in Section 10.11.

"Non-Recourse Indebtedness" means Indebtedness (i) as to which neither the Company nor any of its Restricted Subsidiaries (a) is liable or provides credit support pursuant to any undertaking, agreement or instrument that would constitute Indebtedness or (b) is directly or indirectly liable and (ii) no default with respect to which would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

"Obligated Party" has the meaning assigned to such term in Section 10.02.

"Obligations" means all unpaid principal of and accrued and unpaid interest on (including interest accruing after the maturity of the Loans and reimbursement obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, the Administrative Agent, the Issuing Bank or any indemnified party arising under the Loan Documents.

"Off-Balance Sheet Liability" of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person including, without limitation, the obligations to purchase Accounts under the Receivables Securitization, (b) any indebtedness, liability or obligation under any so-called "synthetic lease" transaction entered into by such Person (other than operating leases) or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases).

"Other Connection Taxes" means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, sold or assigned an interest in any Loan or Loan Document, engaged in any other transaction pursuant to, or enforced, any Loan Documents).

"Other Taxes" means any and all present or future recording, stamp, court or documentary Taxes and any other excise, transfer, sales, property, intangible, filing or similar Taxes arising from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

"PACA" shall mean the Perishable Agricultural Commodities Act, 1930 (7 U.S.C. Section 499a et. seq.),

together with all rules, regulations and interpretations thereunder or related thereto.

"Pari Passu Indebtedness" has the meaning assigned to such term in Section 6.01(q).

"Participant" has the meaning assigned to such term in Section 9.04(c).

"Participant Register" has the meaning specified in Section 9.04(c).

"Participating Member State" means each State so described in any EMU Legislation, and includes, without limitation, each member State of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with EMU Legislation.

"Paying Guarantor" has the meaning assigned to such term in Section 10.11.

"Payment in Full of the Obligations" means termination of the all Commitments and Multicurrency Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and cash collateralization or issuance of letters of credit in a manner satisfactory to the Issuing Bank to support any Letters of Credit that remain outstanding.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

"Permitted Amendment" has the meaning assigned to such term in Section 9.02(e).

"Permitted Discretion" means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment exercised based on the information which, in its good faith judgment, supports such determination in a manner consistent with the Administrative Agent's customary and generally applicable credit practices.

"Permitted Encumbrances" means:

(a)    Liens imposed by law for Taxes that are not yet due and payable, or are being contested in compliance with Section 5.04;

(b)    landlords', carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

(c)    pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations;

(d)    deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)    judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Section 7.01;

(f)    easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not interfere with the ordinary conduct of business of any of the Loan Parties or any of their Subsidiaries;

(g)    banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions; provided that, except with respect to any deposit account or funds subject to the Lien of a Loan Document, such deposit accounts or funds are not established or deposited

for the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by Loan Parties or any of their Subsidiaries in excess of those required by applicable banking regulations; and

(h)    Liens arising by virtue of precautionary Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into by the Loan Parties and their Subsidiaries in the ordinary course of business;

provided that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness.

"Permitted Fee Receiver" means any Fee Receiver that, with respect to any fees paid under Section 2.12, delivers to the Company and the Administrative Agent, on or prior to the date on which such Fee Receiver becomes a party hereto (and from time to time thereafter upon the request of the Company and the Administrative Agent, unless such Fee Receiver becomes legally unable to do so solely as a result of a Change in Law after becoming a party hereto), accurate and duly completed copies (in such number as requested) of one or more of Internal Revenue Service Forms W-9, W-8ECI, W-8EXP, W-8BEN or W-8IMY (together with, if applicable, one of the aforementioned forms duly completed from each direct or indirect beneficial owner of such Fee Receiver) or any successor thereto that entitle such Fee Receiver to a complete exemption from U.S. withholding tax on such payments (provided that, in the case of the Internal Revenue Service Form W-8BEN, a Fee Receiver providing such form shall qualify as a Permitted Fee Receiver only if such form establishes such exemption on the basis of the "business profits" or "other income" articles of a tax treaty to which the United States is a party and provides a U.S. taxpayer identification number), in each case together with such supplementary documentation as may be prescribed by applicable law to permit the Company or the Administrative Agent to determine whether such Fee Receiver is entitled to such complete exemption.

"Permitted Investments" means:

(a)    direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b)    investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody's;

(c)    investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d)    fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(e)    money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000; and

(f)    in the case of any Foreign Subsidiary that is a Restricted Subsidiary, other short-term investments that are liquid and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

"Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 or Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Polish Facilities" means those certain credit facilities and other agreements in respect of Indebtedness at any time incurred by Subsidiaries of the Company that conduct operations in Poland.

"Prior European Facility" means the €300,000,000 Credit Agreement, dated August 22, 2006, (which has been terminated as of the Effective Date), which was among the Company, Smithfield Capital Europe B.V., certain other subsidiaries of the Company, BNP Paribas and Societe Generale Corporate & Investment Banking, as arrangers, the financial institutions party thereto as lenders and Societe Generale, as agent and security agent.

"Pro Forma Basis" means, with respect to any test hereunder in connection with any event, that such test shall be calculated after giving effect on a pro forma basis for the period of such calculation to (i) such event as if it happened on the first day of such period (it being understood that with respect to any acquisition or disposition, any such adjustments shall be permitted solely to the extent they arise out of events which are directly attributable to the acquisition or the disposition, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as interpreted by the SEC, and as certified by a Financial Officer of the Company) and (ii) the incurrence of any Indebtedness by the Company or any Subsidiary and any incurrence, repayment, issuance or redemption of other Indebtedness of the Company or any Subsidiary occurring at any time subsequent to the last day of the Test Period and on or prior to the date of determination, as if such incurrence, repayment, issuance or redemption, as the case may be, occurred on the first day of the Test Period. For clarity, unless otherwise expressly provided herein, in the case where the financial covenant set forth in Section 6.15 of this Agreement is required to be tested on a Pro Forma Basis as a condition to the consummation of such transaction and such transaction would permit the declaration of a Trigger Quarter, compliance shall be determined after giving effect to the declaration of any Trigger Quarter that is projected by the Company as a result of such transaction.

"Prohibited Transaction" has the meaning assigned to such term in Section 406 of ERISA and Section 4975(f)(3) of the Code.

"Protective Advance" has the meaning assigned to such term in Section 2.04.

"PSA" shall mean the Packers and Stockyard Act of 1921 (7 U.S.C. Section 181 et. seq.), together with all rules, regulations and interpretations thereunder or related thereto.

"Purchase Money Note" means a promissory note of a Receivables Entity evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company in connection with a Qualified Receivables Transaction to a Receivables Entity, which note shall be repaid from cash available to the Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts owing to such investors and amounts paid in connection with the purchase of newly generated receivables.

"Qualified Receivables Transaction" means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (i) a Receivables Entity (in the case of a transfer by the Company or any of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in, any Accounts (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Accounts, all contracts and all guarantees or other obligations in respect of such Accounts, proceeds of such Accounts and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Accounts.

"Rabobank Nederland" means shall mean Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank

Nederland", New York Branch.

"Rabobank Nederland Facility" means the Credit Agreement, dated as of July 2, 2009, among the Company, Rabobank Nederland, as administrative agent, and the lenders party thereto, as amended by that certain First Amendment to Credit Agreement dated the date hereof.

"Receivables Entity" means a wholly owned Subsidiary of the Company (or another Person in which the Company or any Subsidiary of the Company makes an investment and to which the Company or any Subsidiary of the Company transfers Accounts and related assets) which engages in no activities other than accounts receivables securitization transactions and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Entity, (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Company or any Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement or understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable and (c) to which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the Administrative Agent by delivering to the Administrative Agent a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an officers certificate certifying that such designation complied with the foregoing conditions.

"Receivables Originators" means Farmland Foods, Inc. a Delaware corporation, The Smithfield Packing Company, Inc., a Delaware corporation, Smithfield Global Products, Inc., a Delaware corporation, John Morrell & Co., a Delaware corporation, Armour-Eckrich Meats LLC, a Delaware limited liability company, Premium Pet Health, LLC, a Delaware limited liability company, Patrick Cudahy, LLC, a Delaware limited liability company and other Subsidiaries of the Company that sell accounts receivable to the Receivables Entity pursuant to a Qualified Receivables Transaction.

"Receivables Securitization" means the sale of the Accounts of the Receivables Originators to Smithfield Receivables Funding LLC (a Receivable Entity) in a Qualified Receivables Transaction that is financed pursuant to that certain Credit and Security Agreement dated as of the date hereof among Rabobank Nederland as the administrative agent, Smithfield Receivables Funding LLC, the Company, Nieuw Amsterdam Receivables Corporation, and the other lenders party thereto.

"Recourse Indebtedness" means Indebtedness that is not Non-Recourse Indebtedness.

"Register" has the meaning assigned to such term in Section 9.04(b)(iv).

"Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates.

"Rent or Collateral Access Reserve" means, with respect to each location that is leased by a Loan Party where any Inventory is located and with respect to which no Collateral Access Agreement is in effect that subordinates the claims of the lessor or owner of such facility to the claims of the Administrative Agent, a reserve equal to three months' rent at such location. No amount deducted in calculating the Borrowing Base under clause (f) of the definition thereof shall be included in any Rent or Collateral Access Reserve.

"Reorganization" means, with respect to any Multiemployer Plan, the condition that such plan is in

reorganization within the meaning of Section 4241 of ERISA.

"Report" means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits with respect to the assets of any Loan Party from information furnished by or on behalf of any Loan Party, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent.

"Reportable Event" means any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

"Required Lenders" means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the Aggregate Credit Exposures and unused Commitments at such time.

"Requirement of Law" means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person and (b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Reserves" means Rent or Collateral Access Reserves and any other reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to protect the Lenders' interests (including reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, reserves in respect of rights of sellers of livestock, poultry and perishable agricultural commodities under PACA, PSA or any similar laws or regulations (including outstanding checks to livestock growers, swine fee payables, deferred livestock payables and the grower guarantee payables), reserves for consignee's, warehousemen's and bailee's charges, reserves for unpaid and accrued sales taxes, reserves for banker's liens, rights of setoff or similar rights and remedies as to deposit accounts, reserves for Swap Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party. The term "Reserves" shall not include any amounts deducted in calculating the Borrowing Base under clause (f) of the definition thereof and shall not include any reserves for PACA, PSA or similar claims deducted when calculating the purchase price for Accounts sold under a Qualified Receivables Transaction.

"Responsible Officer" means with respect to any Person, the president, chief executive officer, chief financial officer, executive vice president, senior vice president or vice president of such Person.

"Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any Restricted Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Company or any Restricted Subsidiary, or any other payment that has a substantially similar effect to any of the foregoing.

"Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary.

"Revolving Loan" means an advance made pursuant to Section 2.01 and any loans made to the Company pursuant to Section 2.01 of the Existing Credit Agreement which are outstanding on the Effective Date.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc.

"SEC" means the Securities and Exchange Commission or any Governmental Authority succeeding to any of

its principal functions.

"Secured Obligations" means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Obligations owing to one or more counterparties that are Lenders or Affiliates of Lenders at the time that such Swap Obligations are incurred; provided that (a) within 30 days of the later of the Effective Date and the time that any transaction relating to such Swap Obligation is executed, the Lender party thereto (other than Rabobank Nederland) shall have delivered written notice to the Administrative Agent that includes a written approval of the Company that such a transaction has been entered into and that it constitutes a Secured Obligation entitled to the benefits of the Collateral Documents and (b) Banking Services Obligations and Swap Obligations (relating to interest rates or currencies) will constitute Secured Obligations only to the extent such obligations, at the time of incurrence, are permitted by the Covered Notes Documents to be Secured Obligations (it being understood that this clause (b) will cease to have any effect upon the earlier to occur of (x) the obligations under the Covered Notes being guaranteed by the Loan Parties in accordance with the proviso inclause (b) of Section 6.11 and (y) the amendment of the Covered Notes Documents or the refinancing of the Covered Notes, in each case, such that the Covered Notes Documents no longer impose any restriction on the ability of the Loan Parties to guarantee Banking Services Obligations and Swap Obligations relating to interest rates and currencies).

"Secured Parties" has the meaning assigned to such term in the Security Agreement.

"Security Agreement" means that certain Second Amended and Restated Pledge and Security Agreement, dated as of the date hereof, among the Loan Parties, the Company and the Administrative Agent, for the benefit of the Secured Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document), or any other Person.

"Senior Secured Notes" means (a) the senior secured notes due 2014 issued by the Company on July 2, 2009 in a public offering or in a Rule 144A or other private placement and (b) any substantially identical senior notes that are registered under the Securities Act of 1933 and issued in exchange for the senior notes described in clause (a) of this definition.

"Senior Secured Notes Documents" means any agreement or instrument governing or evidencing the Senior Secured Notes.

"Settlement" has the meaning assigned to such term in Section 2.05(d).

"Settlement Date" has the meaning assigned to such term in Section 2.05(d).

"Spot Selling Rate" means, on any date, as determined by the Administrative Agent, the spot selling rate posted by Bloomberg on its website for the sale of the applicable currency for Dollars at approximately 11:00 a.m., London time, two Business Days prior to such date (the "Applicable Quotation Date"); provided that if, for any reason, no such spot rate is being quoted, the spot selling rate shall be determined by reference to such publicly available service for displaying exchange rates as may be selected by the Administrative Agent, or, in the event no such service is selected, such spot selling rate shall instead be the rate determined by the Administrative Agent as the spot rate of exchange in the market where its foreign currency exchange operations in respect of the applicable currency are then being conducted, at or about 11.00 a.m. London time, on the Applicable Quotation Date for the purchase of the relevant currency for delivery two Business Days later.

"Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which are reasonably customary in an accounts receivable securitization transaction.

"Subordinated Indebtedness" of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Secured Obligations to the written satisfaction of the Administrative Agent.

"Subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability

company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise specified, "Subsidiary" means any direct or indirect subsidiary of the Company.

"Supermajority Lenders" means, at any time, Lenders having Credit Exposures and unused Commitments representing at least 75% of the Aggregate Credit Exposure and unused Commitments at such time.

"Swap Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap Agreement.

"Swap Obligations" of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.

"Swingline Exposure" means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the Swingline Exposure at such time.

"Swingline Lender" means Rabobank Nederland, in its capacity as lender of Swingline Loans hereunder.

"Swingline Loan" means advances made pursuant to Section 2.05.

"Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Term Debt Collateral Release Date" means the date on which the Administrative Agent releases its Liens in the Term Debt Priority Collateral and the Equity Interests issued by each Unrestricted Subsidiary (other than a Receivables Entity) under the terms of Section 9.02(d).

"Term Debt Document" has the meaning assigned to such term in the Intercreditor Agreement.

"Term Debt Obligations" has the meaning assigned to such term in the Intercreditor Agreement.

"Term Debt Obligations Payment Date" has the meaning assigned to such term in the Intercreditor Agreement.

"Term Debt Priority Collateral" has the meaning assigned to such term in the Intercreditor Agreement.

"Term Debt Representative" has the meaning assigned to such term in the Intercreditor Agreement.

"Test Period" means, at any time, the most recent period of 12 consecutive fiscal months of the Company ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each fiscal month, fiscal quarter or fiscal year in such period have been (or were required to have been) delivered pursuant to Section 5.01(a) or 5.01(b), as applicable, or, in the case of any Test Period ending prior to the first anniversary of the Effective Date, Section 5.01(a) or 5.01(b) of the Existing Credit Agreement, as applicable.

"Title Company" means a title insurer or title insurance agent which shall be reasonably acceptable to the Administrative Agent and qualified to issue title insurance as required by the Administrative Agent.

"Total Commitment" means, at any time, the aggregate amount of the Commitments as in effect at such time. As of the Effective Date, the Total Commitment is $925,000,000.

"Total Multicurrency Commitment" means, at any time, the aggregate amount of the Multicurrency Commitments as in effect at such time. As of the Effective Date, the Total Multicurrency Commitment is $150,000,000.

"Transactions" means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents to which they are party, the borrowing of Loans and other credit extensions, the use of the proceeds thereof, the continuation or issuance of Letters of Credit hereunder and the creation and perfection of the Liens created by the Collateral Documents.

"Trigger Quarter" has the meaning assigned to such term in Section 6.15.

"Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted Eurocurrency Rate or the Alternate Base Rate.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

"Unliquidated Obligations" means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

"Unrestricted Subsidiary" means (a) Smithfield Receivables Funding LLC, (b) each other Subsidiary designated on Schedule 3.17 as an Unrestricted Subsidiary, (c) any other Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below and (d) any Subsidiary of an Unrestricted Subsidiary.

(i)    Designation as an Unrestricted Subsidiary. The Board of Directors may designate any Restricted Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless (A) such Subsidiary owns any assets included in the Borrowing Base, (B) such Subsidiary owns any Equity Interests of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary (except a Restricted Subsidiary which upon such designation becomes an Unrestricted Subsidiary in accordance with this Agreement), (C) no portion of the Indebtedness or other obligation (contingent or otherwise) of such Subsidiary (1) is Guaranteed by the Company or any Restricted Subsidiary, (2) is Recourse Indebtedness or (3) subjects any property or asset of the Company or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof or (D) any default or event of default with respect to any Indebtedness of such Subsidiary would permit any holder of any Indebtedness of the Company or any Restricted Subsidiary to declare such Indebtedness of the Company or any Restricted Subsidiary due and payable prior to its maturity.

(ii)    Designation as a Restricted Subsidiary. The Board of Directors may also designate any Unrestricted Subsidiary to be a Restricted Subsidiary.

(iii)    Requirements for Change in Designation. In order to change the designation of a Subsidiary either as a Restricted Subsidiary or an Unrestricted Subsidiary: (A) immediately after giving effect to such change: (1) the Company and Restricted Subsidiaries would be in compliance on a Pro Forma Basis with Sections 6.14 and 6.15 hereof after giving effect to such change in designation for the Test Period then in

effect and (2) no Default shall otherwise exist or result; (B) the change in designation by the Board of Directors shall be evidenced to the Administrative Agent by delivering the Administrative Agent a copy of the Board Resolution giving effect to such designation; and (C) the Company shall deliver an Officers certificate that such designation complied with the foregoing provisions.

(iii)    Limitation on Change in Designation. The Company may not change the designation applicable to a Subsidiary under this definition more than once except that once during each fiscal year the designation applicable to one Subsidiary (whose designation was previously changed after the Effective Date under the terms of this definition) may be changed again (with the effect that the designations applicable to such Subsidiary's Subsidiaries will also change unless, in the case of any change of an Unrestricted Subsidiary to a Restricted Subsidiary, the Company specifically elects to retain treatment of one or more Subsidiaries of such Subsidiary as an Unrestricted Subsidiary).

"U.S." means the United States of America.

"U.S. Person" has the meaning assigned to such term by Section 7701(a)(30) of the Code.

"U.S. Tax Compliance Certificate" has the meaning assigned to such term in Section 2.17(g).

"Voting Participant" has the meaning assigned to such term in Section 9.04(c)(iii).

"Voting Participant Notification" has the meaning assigned to such term in Section 9.04(c)(iii).

"wholly-owned Subsidiary" means, with respect to any Person at any date, a Subsidiary of such Person of which securities or other ownership interests representing 100% of the Equity Interests (other than directors' qualifying shares) are, as of such date, owned, controlled or held by such Person or one or more wholly-owned Subsidiaries of such Person or by such Person and one or more wholly-owned Subsidiaries of such Person. Unless otherwise specified, "wholly-owned Subsidiary" means a wholly-owned Subsidiary of the Company.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

"Withholding Agent" has the meaning assigned to such term in Section 2.17(a).

SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving Loan"), by Type (e.g., a "Eurocurrency Loan") or by Class and Type (e.g., a "Eurocurrency Revolving Loan"). Borrowings also may be classified and referred to by Class (e.g., a "Revolving Borrowing" or "Borrowing of Revolving Loans"), by Type (e.g., a "Eurocurrency Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving Borrowing" or a "Eurocurrency Borrowing of Revolving Loans").

SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) reference herein to any law or regulation shall be construed to include any amendment, replacement or other modification thereto and (f) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including

cash, securities, accounts and contract rights.

SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. In the event that the historical accounting practices, systems or reserves relating to the components of the Borrowing Base are modified in a manner that is adverse to the Lenders in any material respect, the Company will agree to maintain such additional reserves (for purposes of computing the Borrowing Base) in respect to the components of the Borrowing Base and make such other adjustments (which may include maintaining additional reserves, modifying the advance rates or modifying the eligibility criteria for the components of the Borrowing Base) as may be appropriate to eliminate the adverse effects thereof. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at "fair value", as defined therein.

SECTION 1.05 Currency Translations.

(a)    Dollar Equivalents. For purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in Dollars, such amounts shall be deemed to refer to Dollars or Dollar Equivalents (but determined according to the spot selling rates set forth in the Wall Street Journal on the Business Day immediately preceding the date on which the transaction is consummated unless provided otherwise herein).

(b)    Determination of Dollar Equivalents. The Administrative Agent shall determine the Dollar Equivalent of (x) the Credit Exposure (i) as of the end of each fiscal quarter of the Company, (ii) on or about the date of the related notice requesting any extension of credit hereunder and (iii) on any other date, in its reasonable discretion and (y) any other amount to be converted into Dollars in accordance with the provisions hereof at the time of such conversion.

ARTICLE IITHE CREDITS

SECTION 2.01 Commitments.

(a)    Dollar Loans. Subject to the terms and conditions set forth herein, each Lender agrees to make advances to the Company in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in: (i) such Lender's Credit Exposure exceeding such Lender's Commitment, or (ii) the Aggregate Credit Exposures of all Lenders exceeding the lesser of (A) the Total Commitment and (B) the Borrowing Base, subject to the Administrative Agent's authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow such Dollar Revolving Loans.

(b)    Multicurrency Loans. Subject to the terms and conditions set forth herein, each Multicurrency Lender agrees to make advances to the Company in any Approved Foreign Currency from time to time during the Availability Period in an aggregate principal Dollar Equivalent amount that will not result in: (i) the outstanding amount of the Multicurrency Loans of such Lender exceeding such Lender's Multicurrency Commitment, (ii) the aggregate

principal amount of the Multicurrency Loans exceeding the Total Multicurrency Commitment, or (iii) the Aggregate Credit Exposures of all Lenders exceeding the lesser of (x) the Total Commitment and (y) the Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow such Multicurrency Loans.

(c)    Lender Participation in Multicurrency Loans; Collateralization. On any Business Day when an Event of Default exists, the Administrative Agent may require that all the Lenders acquire participations on such Business Day in all or a portion of the Multicurrency Loans outstanding. Additionally, the Multicurrency Lenders holding no less than fifty-one percent (51%) of the direct interests in the outstanding Multicurrency Loans as of any Business Day may, by written notice given to the Administrative Agent not later than 12:00 p.m., New York, New York time on such Business Day, require that all the Lenders acquire participations on such Business Day in all or a portion of the Multicurrency Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Multicurrency Loans in which the Lenders will participate. Promptly upon the Administrative Agent's receipt of such notice, or upon the Administrative Agent's election under the first sentence of this clause (c), the Administrative Agent will give written notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of such Multicurrency Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of such a notice as provided above, to pay to the Administrative Agent in Dollars, for the account of the Multicurrency Lenders, such Lender's Applicable Percentage of the Dollar Equivalent of such Multicurrency Loan or Loans; provided that no Multicurrency Lender will be required to make the payments under this sentence to the extent it already holds Multicurrency Loans in an amount equal to or in excess of its Applicable Percentage of the Multicurrency Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Multicurrency Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available Dollars, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to such payment obligations of the Lenders), and the Administrative Agent shall promptly pay to each Multicurrency Lender such portions of the amount so received by it from the Lenders so that after giving effect thereto the Lenders (including the Multicurrency Lenders) will hold direct interests in the Multicurrency Loans in an amount equal to its Applicable Percentage thereof. The Administrative Agent shall notify the Company of any participations in any Multicurrency Loans acquired pursuant to this paragraph. Such Multicurrency Loans shall be automatically converted to ABR Dollar Borrowings (including each Multicurrency Lender's portion thereof) in an amount equal to the Dollar Equivalent thereof as of (and with the Dollar Equivalent as determined as of) the date of receipt by the Multicurrency Lenders of the other Lenders' Applicable Percentage of the Dollar Equivalent thereof in Dollars but shall continue to be considered Multicurrency Exposure. Thereafter payments in respect of such ABR Dollar Borrowings shall be made in Dollars to the Administrative Agent for the account of the Lenders. The amount of principal and interest paid on the Multicurrency Loans prior to receipt of the proceeds of a sale of participations therein shall be shared by the Multicurrency Lenders pro rata based on the amount of the Multicurrency Commitment of each (or if the Multicurrency Commitments shall have terminated, based on the Multicurrency Loans held be each). Any amounts received by the Administrative Agent or any Multicurrency Lender from the Company (or other party on behalf of the Company) in respect of a Multicurrency Loan after receipt by the Multicurrency Lenders of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Lenders (including the Multicurrency Lenders) that shall have made their payments pursuant to this paragraph, as their interests may appear. The purchase of participations in Multicurrency Loans pursuant to this paragraph shall not relieve the Company of any default in the payment thereof. The Administrative Agent may, by written notice to the Defaulting Lender, at any time and from time to time require that an Defaulting Lender's obligations to acquire a participation in the Multicurrency Loans be collateralized with immediately available funds in an amount equal to such Defaulting Lender's Applicable Percentage of the Dollar Equivalent of the then outstanding Multicurrency Loans. If Administrative Agent shall have required an Defaulting Lender to collateralize such obligation, the applicable Defaulting Lender shall, promptly upon the written request of Administrative Agent, deposit with the Administrative Agent such amount in immediately available Dollars. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Defaulting Lender's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the account holding such deposit.

Such deposit shall be held by the Administrative Agent as collateral for such Defaulting Lender's participation interest in the outstanding Multicurrency Loans and such Defaulting Lender's other obligations hereunder and for this purpose such Defaulting Lender grants a security interest to the Administrative Agent for the benefit of the Multicurrency Lenders and the Administrative Agent in such deposit.

SECTION 2.02 Loans and Borrowings.

(a)    Loans Made Ratably. Each Loan (other than a Swingline Loan or Protective Advance) shall be made as part of a Borrowing consisting of Revolving Loans of the same Class, Currency and Type made by the applicable Lenders ratably in accordance with their respective applicable Commitments or Multicurrency Commitments. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively.

(b)    Initial Type of Loans. Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans denominated in a single Currency as the Company may request in accordance herewith; provided that all Dollar Borrowings made on the Effective Date must be made as ABR Borrowings but may be converted into Eurocurrency Borrowings in accordance with Section 2.08. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each ABR Loan shall be denominated in Dollars. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Company to repay such Loan in accordance with the terms of this Agreement.

(c)    Minimum Amounts; Limitation on Eurocurrency Borrowings. At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 (or in the case of any Currency other than Dollars, the Dollar Equivalent thereof as determined by the Administrative Agent) and not less than $5,000,000 (or in the case of any Currency other than Dollars, the Dollar Equivalent thereof as determined by the Administrative Agent). At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Total Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(f). Each Swingline Loan shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Swingline Loan may be in an aggregate amount that is equal to the entire unused commitment to make Swingline Loans under Section 2.05(a)(i). Borrowings of more than one Type, Class and Currency may be outstanding at the same time; provided that there shall not at any time be more than a total of twelve Eurocurrency Borrowings outstanding.

(d)    Limitations on Interest Periods. Notwithstanding any other provision of this Agreement, the Company shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03 Requests for Revolving Borrowings. To request a Revolving Borrowing, the Company shall notify the Administrative Agent of such request either in writing (delivered by hand or facsimile) in substantially the form of Exhibit E and signed by the Company or by telephone (a) in the case of a Eurocurrency Borrowing denominated in an Approved Foreign Currency, not later than 12:00 noon, New York City time, five Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in Dollars, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, not later than 11:30 a.m., New York City time, on the day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request substantially in the form of Exhibit E and signed by the Company. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:

(i)    the aggregate amount and Currency of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;

(ii)    the date of such Borrowing, which shall be a Business Day;

(iii)    in the case of a Borrowing denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(iv)    in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period";

(v)    the location and number of the Company's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07; and

(vi)    that as of such date the conditions set forth in Sections 4.02(a), (b) and (c) are satisfied.

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be (i) an ABR Borrowing, in the case of any Borrowing denominated in Dollars and (ii) a Eurocurrency Borrowing with an Interest Period of one month, in the case of a Borrowing denominated in an Approved Foreign Currency. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then the Company shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.

SECTION 2.04 Protective Advances.

(a)    Making Protective Advances. Subject to the limitations set forth below, the Administrative Agent is authorized by the Company and the Lenders, from time to time in the Administrative Agent's sole discretion (but shall have absolutely no obligation to), to make advances to the Company, on behalf of the Lenders which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Company pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such advances are herein referred to as "Protective Advances"); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed 5% of the Total Commitment; provided, further, that the aggregate Credit Exposure of all Lenders shall not exceed the Total Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be denominated in Dollars and shall be ABR Borrowings. The Administrative Agent's authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent's receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).

(b)    Lender Participation in Protective Advances; Collateralization. Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. The Administrative Agent may, by written notice to the Defaulting Lender, at any time and from time to time require that an Defaulting Lender's obligations to acquire a participation in the Protective Advances be collateralized with immediately available funds in an amount equal to such Defaulting Lender's Applicable Percentage of the then outstanding Protective Advances. If

Administrative Agent shall have required an Defaulting Lender to collateralize such obligation, the applicable Defaulting Lender shall promptly upon the written request of Administrative Agent, deposit with the Administrative Agent such amount in immediately available Dollars. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Defaulting Lender's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the account holding such deposit. Such deposit shall be held by the Administrative Agent as collateral for such Defaulting Lender's participation interest in the outstanding Protective Advances and such Defaulting Lender's other obligations hereunder and for this purpose such Defaulting Lender grants a security interest to the Administrative Agent in such deposit.

SECTION 2.05 Swingline Loans.

(a)    Commitment. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make advances to the Company, from time to time during the Availability Period, in Dollars in an aggregate principal amount at any time outstanding that will not result in: (i) the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000, or (ii) the Aggregate Credit Exposure exceeding the lesser of (A) the Total Commitment and (B) the Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans.

(b)    Borrowing Procedure. To request a Swingline Loan, the Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Company. The Swingline Lender shall make each Swingline Loan available to the Company by means of a credit to the general deposit account of the Company with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(d), by remittance to the Administrative Agent to be distributed to the Lenders) by 4:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c)    Lender Participation in Swingline Loans; Collateralization. Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender without recourse or warranty, an undivided interest and participation in such Swingline Loan in proportion to its Applicable Percentage. The Swingline Lender may, at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Loan purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Loan; provided that any such payment so remitted shall be repaid to the Swingline Lender if and to the extent such payment is required to be refunded to the Company for any reason. The Swingline Lender may, by written notice to the Defaulting Lender, at any time and from time to time require that an Defaulting Lender's obligations to acquire a participation in the Swingline Loans be collateralized with immediately available funds in an amount equal to such Defaulting Lender's Applicable Percentage of the then outstanding Swingline Commitments. If Swingline Lender shall have required an Defaulting Lender to collateralize such obligation, the applicable Defaulting Lender shall promptly upon the written request of Swingline Lender, deposit with the Administrative Agent such amount in immediately available funds. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Defaulting Lender's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the account holding such deposit. Such deposit shall be held by the Administrative Agent as collateral for such Defaulting Lender's participation interest in the outstanding Swingline Commitments and such Defaulting Lender's other obligations hereunder and for this purpose such Defaulting Lender grants a security interest to the Administrative Agent for the benefit of Swingline Lender and the Administrative Agent in such deposit. Upon any change in the Commitments of the Lenders pursuant to Section 2.09 and upon any change

in the Applicable Percentages, it is hereby agreed that, with respect to all outstanding Swingline Loans, there shall be an automatic adjustment to the participations pursuant to this Section 2.05 to reflect the new Applicable Percentages of the assignor and assignee Lender, the New Lenders or of all Lenders, as the case may be.

(d)    Settlement of Swingline Loans. The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a "Settlement") with the Lenders on at least a weekly basis or on any earlier date that the Administrative Agent elects, by notifying the Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon, New York City time on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount of such Lender's Applicable Percentage of the outstanding principal amount of the applicable Swingline Loan or Swingline Loans with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., New York City time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swingline Lender's Swingline Loans and, together with Swingline Lender's Applicable Percentage of such Swingline Loan, shall constitute an ABR Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Settlement Date, the Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.07.

SECTION 2.06 Letters of Credit.

(a)    General. Subject to the terms and conditions set forth herein, the Company may request the issuance of Letters of Credit by an Issuing Bank for its own account or for the account of any Subsidiary in Dollars, an Approved Foreign Currency or other currency reasonably acceptable to the Administrative Agent and the Issuing Bank (provided, that the Company shall be a co-applicant, and be jointly and severally liable, with respect to each such Letter of Credit issued for the account of such Subsidiary) in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period.

(b)    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.

(i)    New Letters of Credit. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Company shall deliver by hand or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank of such Letter of Credit) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the Currency (which shall be Dollars or an Approved Foreign Currency), the amount of such Letter of Credit, the name of the account party (which shall be the Company or a Subsidiary and the Company as co-applicants), the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. It is understood that the reinstatement of all or a portion of a Letter of Credit in accordance with the terms thereof following a drawing thereunder shall not constitute an issuance, amendment, renewal or extension of such Letter of Credit. If requested by such Issuing Bank, the Company also shall submit a letter of credit application on such Issuing Bank's standard form in connection with any request for a Letter of Credit. In the event (x) of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Company to, or entered into by the Company with, any Issuing Bank relating to any Letter of Credit or (y) that such form of letter of credit application or other agreement submitted by the Company to, or entered into by the Company with, any Issuing Bank relating to any Letter of Credit imposes any additional obligations not specified in the Loan Documents, the terms and conditions of this Agreement shall control.

(ii)    Existing Letters of Credit. On the Effective Date, each Issuing Bank that has issued

an Existing Letter of Credit shall be deemed, without further action by any party hereto, to have granted to each Lender and each Lender shall be deemed to have purchased from such Issuing Bank a participation in such Existing Letter of Credit in accordance with paragraph (e) below. The applicable Issuing Banks and the Lenders that were also party to the Existing Credit Agreement agree that concurrently with such grant, the participations in the Existing Letters of Credit granted to such lenders under the Existing Credit Agreement shall be automatically canceled without further action by any of the parties thereto. On and after the Effective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof.

(c)    Limitations on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $300,000,000; or (ii) the Aggregate Credit Exposure would not exceed the lesser of (A) the Borrowing Base and (B) the Total Commitment.

(d)    Expiration Date. No Letter of Credit shall have a stated expiry date that is later than the close of business on the earlier of the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months after the then-current expiration date of such Letter of Credit, so long as such renewal or extension occurs within three months of such then-current expiration date); provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one year periods under customary "evergreen" provisions. On the date that is 30 days prior to the Maturity Date, the Company will cash collateralize pursuant to Section 2.06(k) all LC Exposure with respect to Letters of Credit with expiry dates past the Maturity Date.

(e)    Participations; Defaulting Lender Collateralization. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof), and without any further action on the part of any Issuing Bank or the Lenders, the relevant Issuing Bank hereby grants to each Lender (other than the relevant Issuing Bank), and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, in Dollars, for the account of each relevant Issuing Bank, such Lender's Applicable Percentage of the Dollar Equivalent amount of each LC Disbursement made by such Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph (f) of this Section 2.06, or of any reimbursement payment required to be refunded to the Company for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitment and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The Administrative Agent may (either on its own determination or at the direction of Issuing Banks holding no less than fifty-one percent (51%) of the direct interests in the LC Exposure (as opposed to participation interests therein)) at any time and from time to time require, by written notice to the Defaulting Lender, that an Defaulting Lender's obligations to acquire a participation in the then outstanding Letters of Credit be collateralized in Dollars with immediately available funds in an amount equal to such Defaulting Lender's Applicable Percentage of the LC Exposure. If the Administrative Agent shall have required an Defaulting Lender to collateralize such obligation pursuant to this section, the applicable Defaulting Lender shall promptly upon the written request of the Administrative Agent, deposit with the Administrative Agent such amount in immediately available Dollars. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Defaulting Lender's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the account holding such deposit. Such deposit shall be held by the Administrative Agent as collateral for such Defaulting Lender's participation interest in the outstanding Letters of Credit and such Defaulting Lender's other obligations hereunder and for this purpose such Defaulting Lender grants a security interest to the Administrative Agent for the benefit of the Issuing Bank and the Administrative Agent in such deposit.

(f)    Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal

to such LC Disbursement in the Currency in which it is denominated not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided, that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.05 that such payment be financed with a Borrowing of the Currency in which such Letter of Credit is denominated (and, in the case of a Letter of Credit denominated in Dollars, an ABR Revolving Borrowing or Swingline Loan) in an equivalent amount and, to the extent so financed, the Company's obligation to make such payment shall be discharged and replaced by the resulting Borrowing. If the Company fails to make such payment when due, the Administrative Agent shall notify each applicable Lender of the applicable LC Disbursement, the Dollar Equivalent amount of the payment then due from the Company in respect thereof and such Lender's Applicable Percentage thereof. Promptly following receipt of such notice, each applicable Lender shall pay to the Administrative Agent in Dollars its Applicable Percentage of the Dollar Equivalent amount of the payment then due from the Company, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to such payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank, the amounts so received by it from the Lenders. Thereafter payments in respect of such LC Disbursement shall be made in Dollars to the Administrative Agent for the account of the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of Borrowings as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

(g)    Obligations Absolute. The Company's obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company's obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse the Issuing Banks from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable law) suffered by the Company that are caused by the Issuing Banks' failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), each Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of

Credit.

(h)    Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Company by telephone (confirmed by facsimile) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

(i)    Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Company shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof (which, in the case of any Letter of Credit issued in an Approved Foreign Currency, shall be converted into Dollars) shall bear interest, for each day from and including the date such LC Disbursement is made to, but excluding, the date that the Company reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section 2.06, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) of this Section 2.06 to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(j)    Replacement of the Issuing Bank. An Issuing Bank may be added, or an existing Issuing Bank may be replaced or terminated, under this Agreement at any time by written agreement among the Company, the Administrative Agent, the replaced or terminated Issuing Bank and the new or successor Issuing Bank, as applicable. The Administrative Agent shall notify the Lenders of any such addition, replacement or termination. At the time any such replacement or termination shall become effective, the Company shall pay all unpaid fees accrued for the account of the Issuing Bank being replaced or terminated. From and after the effective date of any such replacement or addition, the new or successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter. References herein to the term "Issuing Bank" shall be deemed to refer to each new Issuing Bank or to any previous Issuing Bank, or to such new Issuing Bank and all previous Issuing Banks, as the context shall require. After the replacement or termination of an Issuing Bank hereunder, the replaced or terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to any outstanding Letters of Credit issued by it prior to such replacement or termination, but shall not be required to issue any new Letters of Credit or to renew or extend any such outstanding Letters of Credit.

(k)    Cash Collateralization. If either (i) an Event of Default shall exist and the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing more than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, (ii) the Aggregate Credit Exposure exceeds the lesser of (x) the Borrowing Base and (y) the Total Commitment, or (iii) any of the other provisions of this Agreement require cash collateralization, the Company shall deposit within one Business Day after notice from the Administrative Agent of the requirement thereof into an account established and maintained on the books and records of the Administrative Agent, which account may be a "securities account" (within the meaning of Section 8-501 of the UCC as in effect in the State of New York), in the name of the Administrative Agent and for the benefit of the Lenders (the "LC Collateral Account"), an amount in immediately available funds in Dollars equal to 105% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such amount shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in paragraph (h) or (i) of Section 7.01. Such deposits shall be held by the Administrative Agent as collateral for the LC Exposure under this Agreement and for the payment and performance of the Secured Obligations, and for this purpose the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account, the LC Collateral Account shall be subject to a Deposit Account Control Agreement or securities account control agreement and the Company hereby grants a security interest to the Administrative Agent for the benefit of the Secured Parties in the LC Collateral Account and in any financial assets (as defined in the UCC) or other property held therein. Other than any interest earned on the

investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Company's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys and financial assets in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing more than 50% of the total LC Exposure), be applied to satisfy other Secured Obligations. The Administrative Agent shall cause all such cash collateral (to the extent not applied as aforesaid) to be returned to the Company within three Business Days after (A) in the case of clause (i) above, the applicable Event of Default shall have been cured or waived (so long as no other Event of Default has occurred and is continuing at such time), (B) in the case of clause (ii) above, when the Aggregate Credit Exposure does not exceed the lesser of (x) the Borrowing Base and (y) the Total Commitment, as applicable, for 5 consecutive Business Days or (C) in the case of clause (iii) above, such cash collateral shall no longer be required pursuant to the applicable provision hereof.

(l)    Reporting. Unless otherwise requested by the Administrative Agent, each Issuing Bank shall (i) provide to the Administrative Agent copies of any notice received from the Company pursuant to Section 2.06(b) no later than the Business Day after receipt thereof and (ii) report in writing to the Administrative Agent (A) on the first Business Day of each week, the activity for each day during the immediately preceding week in respect of Letters of Credit issued by it, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (B) on or prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, whether such Letter of Credit is a trade, financial or performance Letter of Credit, whether such Letter of Credit is denominated in Dollars or an Approved Foreign Currency and the aggregate face amount and Currency of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amount thereof changed), and no Issuing Bank shall be permitted to issue, amend, renew or extend such Letter of Credit without first obtaining written confirmation from the Administrative Agent that such issuance, amendment, renewal or extension is then permitted by the terms of this Agreement, (C) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date of such LC Disbursement and the amount and currency of such LC Disbursement and (D) on any other Business Day, such other information as the Administrative Agent shall reasonably request, including but not limited to prompt verification of such information as may be requested by the Administrative Agent.

SECTION 2.07 Funding of Borrowings.

(a)    By Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender's Applicable Percentage or Applicable Multicurrency Percentage, as applicable; provided that, Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Company by promptly crediting the amounts so received, in like funds, to an account as may be specified in a Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(f) shall be remitted by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance shall be retained by the Administrative Agent.

(b)    Fundings Assumed Made. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption and in its sole discretion, make available to the Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Company agree (severally and not jointly) to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Company to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender,

the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Company, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing. Nothing herein shall limit the rights of the Company against any Lender that fails to make Loans hereunder and each Lender agrees that, to the extent that the Company was required to make any payments pursuant to this Section 2.07(b) on account of the failure by such Lender to make Loans hereunder, it shall promptly reimburse the Company for such amounts and such reimbursement shall constitute a Loan by such Lender included in the applicable Borrowing.

SECTION 2.08 Interest Elections.

(a)    Conversion and Continuation. Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or as otherwise provided in Section 2.03. Thereafter, the Company may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided, however, that (i) a Borrowing denominated in one Currency may not be converted to a Borrowing in a different Currency and (ii) a Eurocurrency Borrowing denominated in an Approved Foreign Currency may not be converted to a Borrowing of a different Type. Subject to the foregoing, the Company may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings or Protective Advances, which may not be converted or continued.

(b)    Delivery of Interest Election Request. To make an election pursuant to this Section, the Company shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Company was requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile or by other electronic transmission to the Administrative Agent of a written Interest Election Request substantially in the form of Exhibit F signed by the Company.

(c)    Contents of Interest Election Request. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)    the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)    whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv)    if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period" and permitted under Section 2.02(d).

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Company shall be deemed to have selected an Interest Period of one month's duration.

(d)    Notice to the Lenders. Promptly following receipt of an Interest Election Request, the

Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing.

(e)    Automatic Conversions. If the Company fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing and (ii) if such Borrowing is denominated in an Approved Foreign Currency, the Company shall be deemed to have selected an Interest Period of one month's duration.

(f)    Limitation on Election. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Borrowing denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, (A) each Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR Borrowing and (B) each Eurocurrency Borrowing denominated in an Approved Foreign Currency shall be continued as a Eurocurrency Borrowing with an Interest Period of one month's duration, in each case, at the end of the Interest Period applicable thereto.

SECTION 2.09 Termination, Reduction and Increase of Commitments.

(a)    Maturity Date. Unless previously terminated, all Commitments and Multicurrency Commitments shall terminate on the Maturity Date.

(b)    Optional Termination. The Company may at any time terminate the Commitments and the Multicurrency Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest hereunder, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Obligations) together with accrued and unpaid interest thereon.

(c)    Optional Reduction. The Company may from time to time reduce, the Commitments; provided, that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, (ii) the Commitments may not be reduced below the amount of the Total Multicurrency Commitment or below the Dollar amount set forth in either Section 2.05(a)(i) or Section 2.06(c)(i) unless, in each case, such amounts are also proportionally reduced and (iii) the Company shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10 or Section 2.11, the Aggregate Credit Exposure would exceed the lesser of the Total Commitment and the Borrowing Base.

(d)    Notice of Termination or Reduction. The Company shall notify the Administrative Agent of (i) any election to terminate or reduce the Commitments and the Multicurrency Commitments under paragraph (b) or (c) of this Section 2.09 and (ii) in the case of a reduction, the amount of such reduction, at least three Business Days prior to the effective date of such termination or reduction, specifying such election, the aggregate amount of a reduction and any allocation as aforesaid, and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section 2.09(d) shall be irrevocable; provided, that a notice of termination of the Commitments and Multicurrency Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. Each reduction of the Multicurrency Commitments shall be made ratably among the Multicurrency Lenders in accordance with their respective Multicurrency Commitments.

(e)    Increase of Commitments. The Company shall have the right to increase the Total

Commitment one or more times by obtaining additional Commitments to be provided on the same terms as herein set forth with respect to the existing Commitments, either from one or more of the Lenders or another one or more lending institutions (each such lending institution a "New Lender") provided that: (i) each increase shall be in a minimum amount of $25,000,000, (ii) the Company may make a maximum of 6 such requests for increases under this Section 2.09(e), (iii) the Total Commitments may not be increased in excess of $1,225,000,000 under this Section 2.09(e), (iv) no Default shall exist on the effective date of the increase or would result therefrom (including any Event of Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents); (v) no Lender shall have any obligation to increase its Commitment unless it is a party to an Increased Commitment Supplement; and (vi) the Administrative Agent shall have approved of any such New Lender, such approval not to be unreasonably withheld or delayed. Subject to the foregoing provisions, an increase in the Commitments made in accordance with this Section shall become effective on the date Administrative Agent receives: (i) a properly completed Increased Commitment Supplement executed by the Loan Parties and the Lenders willing to increase their respective Commitments or the New Lenders (if any) or by a combination of the foregoing and (ii) if requested by the Administrative Agent, legal opinions, in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent with respect thereto. Administrative Agent shall promptly execute any Increased Commitment Supplement so delivered in accordance with this Section and deliver a copy thereof to the other Lenders. If all existing Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Loans may not be held pro rata in accordance with the new Commitments or Multicurrency Commitments. On the Business Day following any such increase, all outstanding ABR Loans shall be reallocated among the Lenders (including any New Lenders) in accordance with the Lenders' respective revised Applicable Percentages. Eurocurrency Borrowings shall not be reallocated among the Lenders prior to the expiration of the applicable Interest Period in effect at the time of any such increase. Any advances made under this Section by a Lender shall be deemed to be a purchase of a corresponding amount of the Loans of the Lender or Lenders who shall receive such advances. The Commitments of the Lenders who do not agree to increase their Commitments cannot be reduced or otherwise changed pursuant to this Section.

SECTION 2.10 Repayment of Loans; Evidence of Debt.

(a)    Promise to Pay. The Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Maturity Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earliest of (A) the Maturity Date, (B) the day that is 30 days after the making of such Protective Advance (or if such day is not a Business Day, the next succeeding Business Day) and (C) demand by the Administrative Agent and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the date that is the seventh day (or if such day is not a Business Day, the next succeeding Business Day) after such Swingline Loan is made, provided that on each date that a Revolving Borrowing is made by the Company, the Company shall repay all Swingline Loans then outstanding.

(b)    Lender Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Lender resulting from each Loan made by such Lender, including the amounts and Currency of principal and interest payable and paid to such Lender from time to time hereunder.

(c)    Administrative Agent Records. The Administrative Agent shall maintain accounts in which it shall record (i) the amount and Currency of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount and Currency of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iii) the amount and Currency of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

(d)    Prima Facie Evidence. The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be primafacie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Company to repay the Loans and pay interest thereon in accordance with the terms of this Agreement.

(e)    Request for a Note. Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Company shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and the Company. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). Each Lender shall return to the Borrower any promissory note issued to such Lender promptly following date after which the Administrative Agent releases its Liens in the Collateral pursuant to Section 9.02(d)(i)(A) and each Lender is released from its obligations to make further extensions of credit hereunder.

SECTION 2.11 Prepayment of Loans.

(a)    Optional Prepayments. The Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to Section 2.16, and prior notice in accordance with paragraph (d) of this Section.

(b)    Mandatory Prepayments and Cash Collateralization. In the event and on such occasion that:

(i)    the Credit Exposure of any Lender exceeds such Lender's Commitment;

(ii)    the Aggregate Credit Exposures (including the Dollar Equivalent of any Multicurrency Credit Exposure) of all Lenders exceeds the lesser of (x) Total Commitment or (y) the Borrowing Base; or

(iii)    Dollar Equivalent of the aggregate Multicurrency Loans of all Multicurrency Lenders exceeds (x) 105% of the Total Multicurrency Commitment as then in effect at any point in time or (y) 100% but less than 105% of the Total Multicurrency Commitment as then in effect for a period of 10 consecutive Business Days;

the Company shall promptly (and in any event within one (1) Business Day of the occurrence thereof) prepay the Revolving Loans and/or Swingline Loans (and/or provide cash collateral for LC Exposure as specified in Section 2.06(k)) in an aggregate amount equal to (1) in the case of clauses (b)(i) and (b)(ii) of this Section, such excess; and (2) in the case of clause (b)(iii) of this Section, the amount by which the Dollar Equivalent of the Multicurrency Exposure exceeds the Total Multicurrency Commitment. If the Company is required to provide (and has provided the required amount of) cash collateral pursuant to this Section 2.11(b) and such excess is subsequently reduced, cash collateral in an amount equal to the lesser of (x) any such reduction and (y) the amount of such cash collateral (to the extent not applied as set forth in Section 2.06(k)) shall be returned to the Company within two Business Days after any such reduction.

(c)    Application of Prepayments. All such amounts pursuant to Section 2.11(b) shall be applied, first to prepay any Protective Advances that may be outstanding, pro rata, second to prepay the Swingline Loans , third to prepay the Revolving Loans without a corresponding reduction in the Total Commitment and fourth, to cash collateralize outstanding LC Exposure.

(d)    Notice of Prepayment. The Company shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 10:00 a.m., New York City time (or, in the case of a Borrowing denominated in an Approved Foreign Currency, 11:00 a.m., London time), three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (specifying the Currency thereof) and, in the case of a mandatory prepayment, set forth

a reasonably detailed calculation of the amount of such prepayment, provided that a notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of prepayment may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans) the Administrative Agent shall advise the Lenders of the contents thereof. Each partial voluntary prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Currency as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

SECTION 2.12 Fees.

(a)    Commitment Fee. The Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Available Commitment of such Lender during the period from and including the Effective Date to but excluding the Maturity Date. Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December of each year and on the Maturity Date, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(b)    Letter of Credit Participation Fee. The Company agrees to pay to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the Maturity Date and the date on which such Lender ceases to have any LC Exposure.

(c)    Issuing Bank Fees. The Company agrees to pay to each Issuing Bank (i) a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by it (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the Maturity Date and the date on which there ceases to be any LC Exposure under such Letters of Credit and (ii) such Issuing Bank's standard fees with respect to the issuance, amendment, renewal, extension, cancellation or conversion of any Letter of Credit issued by it or processing of drawings thereunder.

(d)    Payment of Letter of Credit Fees. Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the last Business Day of each March, June, September and December of each year; provided that all such fees shall be payable on the Maturity Date and any such fees accruing after the Maturity Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(e)    Administrative Agent Fees. The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.

(f)    Payment of Fees. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13 Interest.

(a)    ABR Loans. The Loans comprising each ABR Borrowing (including each Swingline Loan

and Protective Advance) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)    Eurocurrency Loans. The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)    Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Company hereunder is not paid when due, whether at stated maturity, by mandatory prepayment, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. Automatically at any time when the Company is in default in the payment of any amount of principal due hereunder or when an Event of Default of the type described in Section 7.01(h) or (i) exists and, at the election of the Administrative Agent or the Required Lenders, whenever any other Event of Default is continuing, all outstanding Loans and other Obligations shall bear interest: (i) with respect to the Loans, at 2% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d)    Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the Maturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)    Computation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the rate announced by Rabobank Nederland as its "base" rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurocurrency Rate or Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(a)    the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate or the Eurocurrency Rate, as applicable, for such Interest Period; or

(b)    the Administrative Agent is advised by the Required Lenders that the Adjusted Eurocurrency Rate or the Eurocurrency Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the Lenders by telephone or facsimile or by other electronic transmission as promptly as practicable thereafter and, until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing denominated in Dollars to, or continuation of any such Borrowing as, a Eurocurrency Borrowing shall be ineffective and such Borrowing (unless prepaid) shall be converted to, or continued as, an ABR Borrowing, (ii) any Interest Election Request that requests an Interest Period of other than one month for a Borrowing denominated in an Approved Foreign Currency shall be ineffective and such Borrowing (unless prepaid) shall be continued with an Interest Period of one month, (iii) if any Borrowing Request with respect to a Borrowing denominated in Dollars requests a Eurocurrency Borrowing, such Borrowing

shall be made as an ABR Borrowing and (iv) if any Borrowing Request requests a Borrowing denominated in an Approved Foreign Currency, such Borrowing shall have an Interest Period of one month.

SECTION 2.15 Increased Costs.

(a)    Change in Law. If any Change in Law shall:

(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurocurrency Rate) or any Issuing Bank;

(ii)    subject any Lender or any Issuing Bank to any (or any increase in any) Other Connection Taxes with respect to this Agreement or any other Loan Document, any Letter of Credit, or any participation in a Letter of Credit or any Loan made or Letter of Credit issued by it, except any such Taxes imposed on or measured by its net income or profits (however denominated) or franchise Taxes imposed in lieu of net income or profits Taxes; or

(iii)    impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost, or expense affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan, or in the case of clause (ii), any Loan, (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), then the Company will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b)    Capital Adequacy. If any Lender or any Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or such Issuing Bank's capital or on the capital of such Lender's or such Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender's or such Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or such Issuing Bank's policies and the policies of such Lender's or such Issuing Bank's holding company with respect to capital adequacy), then from time to time the Company will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender's or such Issuing Bank's holding company for any such reduction suffered.

(c)    Delivery of Certificate. A certificate of a Lender or an Issuing Bank setting forth in reasonable detail calculations of the amount or amounts necessary to compensate such Lender or such Issuing Bank or their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)    No Waiver; Limitation on Compensation. Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or such Issuing Bank's right to demand such compensation, provided that the Company shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender's or such Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect

thereof.

(e)    Illegality of Multicurrency Loans. Notwithstanding any other provision of this Agreement, if, after the date hereof, (x) any Change in Law shall make it unlawful for any Lender to make or maintain any Revolving Loan denominated in an Approved Foreign Currency or to give effect to its obligations as contemplated hereby with respect to any Revolving Loan denominated in an Approved Foreign Currency or (y) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls, but excluding conditions otherwise covered by this Section 2.15) or currency exchange rates which would make it impracticable for the Lenders to make or maintain any Revolving Loan denominated in an Approved Foreign Currency or any participation interest therein by a Lender pursuant to Section 2.01(c), to, or for the account of, the Company, then, by written notice to the Company and to the Administrative Agent:

(i)    such Lender or Lenders may declare that such Revolving Loans denominated in such Approved Foreign Currency will not thereafter (for the duration of such unlawfulness) be made by such Lender or Lenders hereunder (or be continued for additional Interest Periods), whereupon any request for a Revolving Loan denominated in such affected Approved Foreign Currency or to continue a Revolving Loan denominated in such affected Approved Foreign Currency, as the case may be, for an additional Interest Period shall, as to such Lender or Lenders only, be of no force and effect, unless such declaration shall be subsequently withdrawn; and

(ii)    such Lender may require that any outstanding Revolving Loan denominated in such affected Approved Foreign Currency, made by it be converted to a Eurocurrency Loan or ABR Loan denominated in Dollars, as the case may be (unless repaid by the Company as described below), in which event any such Revolving Loan denominated in such affected Approved Foreign Currency, shall be converted to a Eurocurrency Loan or ABR Loan denominated in Dollars, as the case may be, as of the effective date of such notice as provided in Section 2.15(f) and at the Spot Selling Rate on the date of such conversion or, at the option of the Company, repaid on the last day of the then current Interest Period with respect thereto or, if earlier, the date on which the applicable notice becomes effective.

If any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay such converted Revolving Loan denominated in the affected Approved Foreign Currency of such Lender shall instead be applied to repay the Eurocurrency Loans or ABR Loans denominated in Dollars, as the case may be, made by such Lender resulting from such conversion. For purposes of this paragraph (e), a notice to the Company by any Lender shall be effective as to each Revolving Loan denominated in the affected Approved Foreign Currency made by such Lender, if lawful, on the last day of the Interest Period, if any, currently applicable to such Revolving Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company.

SECTION 2.16 Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan (or to convert any ABR Loan into a Eurocurrency Loan) on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company to replace a Lender pursuant to Section 2.19(b), then, in any such event, the Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable Currency of a comparable amount and period from other

banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within 10 days after the Company's receipt thereof.

SECTION 2.17 Taxes.

(a)    Gross Up. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent (as defined below)) requires the deduction or withholding of any Indemnified Tax or Other Tax from any such payment (including, for the avoidance of doubt, any such deduction or withholding required to be made by the applicable Loan Party or the Administrative Agent, or, in the case of any Lender that is treated as a partnership for U.S. federal income tax purposes, by such Lender for the account of any of its direct or indirect beneficial owners), the applicable Loan Party, the Administrative Agent, the Lender or the applicable direct or indirect beneficial owner of a Lender that is treated as a partnership for U.S. federal income tax purposes (any such person a "Withholding Agent") shall make such deductions and timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender, any Issuing Bank or its beneficial owner, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made.

(b)    Payment of Other Taxes. Without limiting the provisions of paragraph (a) above, the Loan Parties shall timely pay, or at the option of and upon written request from the Administrative Agent timely reimburse it for the payment of any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)    Indemnity. The Loan Parties shall jointly and severally indemnify the Administrative Agent, each Lender and each Issuing Bank, within 10 days after receipt of the certificate described below, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable by the Administrative Agent, such Lender (for its beneficial owner) or each Issuing Bank, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate, setting forth in reasonable detail calculations of the amount of such payment or liability delivered to the Company by a Lender or an Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d)    Excluded Taxes. Each Lender shall indemnify the Administrative Agent within 10 days after demand therefor, for the full amount of any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent, and reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

(e)    Receipts. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Loan Parties to a Governmental Authority, the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)    Fee Receiver. Each Fee Receiver hereby represents that it is a Permitted Fee Receiver and agrees to update Internal Revenue Service Form W-9 (or its successor form) or applicable Internal Revenue Service Form W-8 (or its successor form) upon any change in such Person's circumstances or if such form expires or becomes inaccurate or obsolete, and to promptly notify the Company and the Administrative Agent if such Person becomes legally ineligible to provide such form.

(g)    Foreign Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of any applicable withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company (with a copy to the Administrative Agent), at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, in the case of any withholding tax other than the U.S. federal withholding tax,the completion, execution and submission of such forms shall not be required if in the Foreign Lender's judgment such completion, execution or submission would subject such Foreign Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Foreign Lender. Without limiting the generality of the foregoing, in the event that the Company is a U.S. Person, any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent), whichever of the following is applicable:

(i)    duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii)    duly completed copies of Internal Revenue Service Form W-8ECI,

(iii)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the Form of Exhibit G to the effect that such Foreign Lender is not (A) a "bank" within the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the Company within the meaning of section 881(c)(3)(B) of the Code, (C) a "controlled foreign corporation" described in section 881(c)(3)(C) of the Code and (D) the interest payment in question are not effectively connected with the United States trade or business conducted by such Lender (a "U.S. Tax Compliance Certificate") and (y) duly completed copies of Internal Revenue Service Form W-8BEN,

(iv)    to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating Lender granting a typical participation), an Internal Revenue Service Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN, U.S. Tax Compliance Certificate, Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such beneficial owner, or

(v)    any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Company to determine the withholding or deduction required to be made.

Each Lender agrees that if any form or certification previously delivered by it expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Company and the Administrative Agent in writing of its legal inability to do so.

(h)    Refund. If the Administrative Agent, a Lender or an Issuing Bank determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified pursuant to this Section (including additional amounts paid by any Loan Party pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-

of-pocket expenses (including any Taxes) of the Administrative Agent, such Lender or such Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such indemnifying party, upon the request of the Administrative Agent, such Lender or such Issuing Bank, agrees to repay the amount paid over pursuant to this Section 2.17(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such Issuing Bank in the event the Administrative Agent, such Lender or such Issuing Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will any Issuing Bank or Lender be required to pay any amount to any Loan Party the payment of which would place such Issuing Bank or such Lender in a less favorable net after-Tax position than such Issuing Bank or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent, any Issuing Bank or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Company or any other Person.

(i)    FATCA. If a payment made to a Lender hereunder would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. A Lender shall not be entitled to payment or indemnification under this Section 2.17(i) with respect to Taxes imposed on any "withholdable payment" payable to such Lender as a result of the failure of such Lender to satisfy the applicable requirements as set forth in FATCA after December 31, 2012.

(j)    Survival. Each party's obligations under this Section 2.17 shall survive termination of the Loan Documents and payment of any obligations thereunder.

SECTION 2.18 Payments Generally; Allocation of Proceeds; Sharing of Set-offs.

(a)    Payments Generally. The Company shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursements of LC Disbursements, or of amounts payable under Section 2.15, 2.16, 2.17 or 9.03, or otherwise) at or prior to the time expressly required hereunder or under any other Loan Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, New York City time), on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices in New York, New York or at such other address that the Administrative Agent shall advise the Company in writing, except payments to be made directly to an Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under any Loan Document shall be made in Dollars, except that unless otherwise specified herein or in any other Loan Document, all payments in respect of Loans (and interest thereon) and LC Exposures shall be made in the same Currency in which such Loan was made or such Letter of Credit was issued. Notwithstanding the foregoing, if the Company shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent

thereof on the date of such redenomination and such principal shall be payable on demand; and if the Company shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

(b)    Application of Proceeds of Collateral. Any proceeds of Collateral or any other amounts received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Company), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11), (C) amounts to be used to cash collateralize LC Exposures, (D) amounts to be used to pay in full all Obligations owing to a Lender who is terminating its rights as a Lender under this Agreement pursuant to, or in connection with, a Permitted Amendment under Section 9.02(e), or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied, subject to the Intercreditor Agreement, ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent any Issuing Bank or the Swingline Lender under any Loan Document (other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Loan Parties (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the Protective Advances, fourth, to pay the principal of the Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Protective Advances) and unreimbursed LC Disbursements ratably, sixth, to prepay principal on the Loans (other than the Protective Advances) and unreimbursed LC Disbursements ratably, seventh, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, eighth, to payment of any amounts owing with respect to Banking Services and Swap Obligations (in each case, to the extent constituting Secured Obligations) and ninth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the Loan Parties. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Company, or unless a Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Company shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

(c)    Pro Rata Requirement. Except to the extent otherwise provided herein, including with respect to any payments made pursuant to Section 9.02(e): (i) each Borrowing from the Lenders under Section 2.01 hereof shall be made from the relevant Lenders, each payment of Commitment Fees or of participation fees under Section 2.12 hereof in respect of the Commitment shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitment or Multicurrency Commitment under Section 2.09 hereof shall be applied to the Commitments or Multicurrency Commitments, as applicable, of the relevant Lenders, pro rata according to the amounts of their respective Commitments or Multicurrency Commitments; (ii) the making, conversion and continuation of Loans of a particular Type and Currency (other than conversions provided for by Section 2.14 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments or Multicurrency Commitments, as applicable (in the case of the making of Loans) or their respective Loans (in the case of conversions and continuations of Loans); and (iii) each payment or prepayment of principal of Dollar Loans or of Multicurrency Loans, or interest thereon, by the Company shall be made for the account of the Lenders or the Multicurrency Lenders, as applicable, pro rata in accordance with their respective Applicable Percentages or Applicable Multicurrency Percentages, as the case may be.

(d)    Automatic Borrowing; Deduction from Deposit Accounts. At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents that are not paid when due in accordance with the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Company pursuant to

Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Company maintained with the Administrative Agent. The Company hereby irrevocably authorizes, solely to the extent a payment is not paid by a Loan Party by the required time set forth in the Loan Documents (i) the Administrative Agent to make a Borrowing in the name of the Company for the purpose of paying each payment of principal, interest and fees payable by the Company due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans and Protective Advances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the Administrative Agent to charge any deposit account of the Company maintained with the Administrative Agent for each payment of principal, interest and fees due hereunder or any other amount due under the Loan Documents.

(e)    Sharing of Setoffs. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements, Multicurrency Loans, Swingline Loans or Protective Advances resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, participations in LC Disbursements, Multicurrency Loans, Swingline Loans and Protective Advances and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements, Multicurrency Loans, Swingline Loans and Protective Advances of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements, Multicurrency Loans, Swingline Loans and Protective Advances, provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Company pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments, Multicurrency Commitments or participations in any LC Disbursements to any assignee or participant, other than to the Company or any Subsidiary or other Affiliate thereof (as to which the provisions of this paragraph shall apply). The Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Company rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Company in the amount of such participation.

(f)    Payments Assumed Made. Unless the Administrative Agent shall have received notice from the Company, prior to the date on which any payment is due to the Administrative Agent for the account of a Lender or an Issuing Bank hereunder, that the Company will not make such payment, the Administrative Agent may assume that the Company has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to such Lender or such Issuing Bank, as the case may be, the amount due. In such event, if the Company has not in fact made such payment, then each of the Lenders and the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

SECTION 2.19 Mitigation Obligations; Replacement of Lenders.

(a)    Designation of a Different Lending Office. If any Lender or any Issuing Bank requests compensation under Section 2.15, or if the Company is required to pay any additional amount to any Lender, Issuing Bank or any Governmental Authority for the account of any Lender or any Issuing Bank pursuant to Section 2.17, then such Lender or such Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans, LC Disbursements or participations in LC Disbursements and Loans hereunder (as applicable) or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such

Lender or such Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender or such Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such Issuing Bank; provided that, upon any such change in any lending office or assignment, such Lender or such Issuing Bank shall provide or cause to be delivered to the Administrative Agent and the Company the appropriate forms specified in and to the extent required by Section 2.17. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank in connection with any such designation or assignment.

(b)    Replacement of Lenders or Issuing Banks. If any Lender or any Issuing Bank requests compensation under Section 2.15, or if the Company is required to pay any additional amount to any Lender, any Issuing Bank or any Governmental Authority for the account of any Lender or any Issuing Bank pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, or if any Multicurrency Lender provides notice of its inability to make Multicurrency Loans denominated in any Approved Foreign Currency pursuant to Section 2.15(e), then the Company may, at its sole expense and effort, require such Lender or such Issuing Bank or any Lender that becomes a Defaulting Lender (each a "Departing Lender"), upon notice to such party and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender or another Issuing Bank, if a Lender or Issuing Bank accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, each Issuing Bank and the Swingline Lender (which consent in each case shall not unreasonably be withheld), (ii) the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, LC Disbursements and participations in LC Disbursements and Loans (as applicable and to the extent funded), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Departing Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or such Issuing Bank or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

SECTION 2.20 Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, any Issuing Bank or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent, such Issuing Bank or such Lender. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent, any Issuing Bank or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.20 shall survive the termination of this Agreement.

SECTION 2.21 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)    Suspension of Commitment Fees. fees set forth in Section 2.12(a) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender;

(b)    Suspension of Voting. the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02), provided that (i) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender, (ii) the Commitment or Multicurrency Commitment of a Defaulting Lender can not be increased without its consent, and (iii) the principal

amount of any Loan or LC Disbursement owing to a Defaulting Lender can not be forgiven without it consent;

(c)    Participation Exposure. if any Swingline Exposure, LC Exposure or Multicurrency Exposure exists or any Protective Advance is outstanding at the time a Lender becomes a Defaulting Lender then:

(i)    Reallocation. all or any part of such Swingline Exposure, LC Exposure, Multicurrency Exposure and participation interests in such Protective Advance shall be reallocated among the Lenders that are not Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent (A) the sum of the Credit Exposures of all Lenders that are not Defaulting Lenders plus such Defaulting Lender's Credit Exposure that has not been cash collateralized pursuant to Sections 2.01(c), 2.04(b), 2.05(c) and 2.06(e) does not exceed the total of the Commitments of all Lenders that are not Defaulting Lenders (B) the Credit Exposure of each Lender that is not a Defaulting Lender shall not exceed such Lender's Commitment, and (C) the conditions set forth in Section 4.02 are satisfied at such time;

(ii)    Payment and Cash Collateralization. if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within one Business Day following notice by the Administrative Agent (A) prepay such Swingline Exposure, Multicurrency Exposure and Protective Advances and (B) cash collateralize such Defaulting Lender's LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(k) for so long as such LC Exposure is outstanding;

(iii)    Suspension of Letter or Credit Fee. if the Company cash collateralizes any portion of such Defaulting Lender's LC Exposure pursuant to this paragraph (c), the Company shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender's LC Exposure during the period such Defaulting Lender's LC Exposure is cash collateralized by the Company; provided that a Defaulting Lender will be entitled to be paid the fees paid pursuant to Section 2.12(b) to the extent it has cash collateralized its LC Exposure;

(iv)    Reallocation of Fees. if the Swingline Exposure, LC Exposure, Multicurrency Exposure and participation interests in such Protective Advance of the non-Defaulting Lenders is reallocated pursuant to this paragraph (c), then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders' Applicable Percentage; provided that a Defaulting Lender will be entitled to be paid the fees paid pursuant to Section 2.12(b) to the extent it has cash collateralized its LC Exposure; and

(v)    Issuing Banks Entitled to Fees. if any Defaulting Lender's LC Exposure is neither cash collateralized nor reallocated pursuant to this paragraph (c), then, without prejudice to any rights or remedies of the Issuing Banks or any Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender's Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender's LC Exposure shall be payable to the Issuing Banks pro rata based on the LC Exposure until such LC Exposure is cash collateralized and/or reallocated; and

(d)    Suspension of Swingline Loans, Multicurrency Loans and Letters of Credit. so long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan, the Multicurrency Lenders shall not be required to fund any Multicurrency Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral provided by the applicable Defaulting Lenders pursuant to Sections 2.01(c), 2.04(b), 2.05(c) and 2.06(e) or by the Company in accordance with paragraph (c) of this Section. The participating interests in any such newly issued or increased Letter of Credit, newly made Swingline Loan or newly made Multicurrency Loan shall be allocated among non-Defaulting Lenders in a manner consistent with paragraph (c)(i) of this Section (and Defaulting Lenders shall not participate therein).

(e)    Setoff against Defaulting Lenders. Any amount payable to a Defaulting Lender hereunder

(whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.18(c) but excluding Section 2.19(b)) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent: (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank, the Multicurrency Lenders or Swingline Lender hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization of any participating interest in any Swingline Loan, Multicurrency Loan, or Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Company or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Company or any Lender against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of LC Disbursements which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.02 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.

(f)    Remedy of Defaulting Lender Status. In the event that each of the Administrative Agent, the Company, the Issuing Banks and the Swingline Lender agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure, LC Exposure, Multicurrency Exposure and Applicable Percentage of Protective Advances of the Lenders shall be readjusted to reflect the inclusion of such Lender's Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Lenders that:

SECTION 3.01 Organization; Powers. Each Loan Party and each of its Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02 Authorization; Enforceability. The Transactions are within each Loan Party's organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents or required to made with the SEC, (b) will not violate any Requirement of Law applicable to any Loan Party or any of its Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Restricted Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Restricted

Subsidiaries, except Liens created pursuant to the Loan Documents.

SECTION 3.04 Financial Condition; No Material Adverse Change.

(a)    Financial Statements. The Company has heretofore furnished to the Lenders; (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year endedMay 2, 2010, reported on by Ernst & Young LLP, independent public accountants and (ii) its consolidated condensed balance sheet and statement of income and cash flow as of and for the fiscal quarter and the portion of the fiscal year ended January 30, 2011. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b)    No Material Adverse Change. No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since May 2, 2010.

(c)    No Material Undisclosed Liabilities. The Company does not have on the date of this Agreement any contingent liabilities, liabilities for Taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material and not incurred in the ordinary course of business, except as referred to or reflected in the balance sheets as at since May 2, 2010.

SECTION 3.05 Properties. Each of the Loan Parties and its Restricted Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all its real and personal property material to its business, except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes, free of all Liens other than those permitted by Section 6.02. Except as could not reasonably be expected to result in a Material Adverse Effect, each lease and sublease of real property by any Loan Party is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any Loan Party or, to the knowledge of any Loan Party, default by any other party to any such lease or sublease exists.

SECTION 3.06 Litigation and Environmental Matters.

(a)    Litigation. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Company or any of the Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), or (ii) that involve this Agreement, the other Loan Documents or the Transactions.

(b)    Environmental. Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect (other than the Disclosed Matters), neither the Company nor any of the Restricted Subsidiaries (i) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any applicable Environmental Law, (ii) has incurred any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c)    Disclosed Matters. As of the Effective Date, except as set forth on Schedule 3.06, the Loan Parties reasonably believe that the Disclosed Matters, individually and in the aggregate, will not have a Material Adverse Effect. Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

SECTION 3.07 Compliance with Laws and Agreements. Each of the Company and its Restricted Subsidiaries is in compliance with all Requirements of Law and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, neither the Company nor of its

Restricted Subsidiaries: (a) is a "blocked person" as described in the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the "Trading With the Enemy Act"), any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the "Foreign Assets Control Regulations") or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive Order") or (b) engages in any dealings or transactions, or be otherwise associated, with any such "blocked person" in any manner violative of any such order or laws except, with respect to this clause (b) for instances that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08 Investment Company Status. Neither the Company nor any of its Restricted Subsidiaries is an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09 Taxes. Each Loan Party and its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10 ERISA. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (a) each Loan Party and each of their respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and of the Code relating to Plans and the regulations and published interpretations thereunder, and (b) no ERISA Event has occurred or is reasonably expected to occur. The minimum funding standards of ERISA and the Code with respect to each Plan have been satisfied, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11 Disclosure. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished (other than information of a general economic or industry nature) in writing by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits, when taken together with all other information furnished, to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered.

SECTION 3.12 Margin Regulations. Neither the Company nor any of its Restricted Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of "buying" or "carrying" "margin stock" within the meaning of each of the quoted terms under Regulation U as now and from time to time hereafter in effect, and no part of the proceeds of any extension of credit hereunder will be used to "buy" or "carry" any "margin stock".

SECTION 3.13 Liens. Schedule 3.13 hereto is a description, as of the Effective Date (unless otherwise stated on Schedule 3.13), of each Lien (i) securing any Debt Facility of any Person covering any property of the Company or any of its Restricted Subsidiaries and (ii) is permitted under this Agreement in reliance on Section 6.02(d).

SECTION 3.14 No Default. No Loan Party nor any of its Restricted Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound in any respect that could reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.15 Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated,

contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) no Loan Party will have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date. No Loan Party intends to, and no Loan Party believes that it or any of its Restricted Subsidiaries (other than Non-Material Subsidiaries) will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Restricted Subsidiary (whether from anticipated refinancings, asset sales, capital contributions or otherwise) and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Restricted Subsidiary.

SECTION 3.16 Insurance. Each of the Company and the Restricted Subsidiaries maintains such insurance as is required by Section 5.09(a). As of the Effective Date, all premiums in respect of such insurance that are due and payable have been paid. The Company believes that the insurance maintained by or on behalf of the Company and its Restricted Subsidiaries is adequate.

SECTION 3.17 Capitalization and Subsidiaries. Set forth on Schedule 3.17 hereto is a complete and correct list, as of the Effective Date, of all of the Subsidiaries of the Company, together with, for each Subsidiary, (i) the type of entity and jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary, (iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests and (iv) whether such Subsidiary is a an Unrestricted Subsidiary. Except as disclosed on Schedule 3.17 hereto, (x) each of the Company and its Restricted Subsidiaries owns, free and clear of Liens (other than Liens which are permitted pursuant to Section 6.02), and has the unencumbered right to vote, all outstanding ownership interests in each Person (other than an Unrestricted Subsidiary) shown to be held by on Schedule 3.17 hereto (except to the extent such ownership shall have been sold or transferred in a transaction permitted under Article VI), (y) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (z) there are no outstanding Equity Interests owned by a Loan Party with respect to any Restricted Subsidiary whose Equity Interests are not pledged pursuant to the Security Agreement.

SECTION 3.18 Security Interest in Collateral. The provisions of the Security Agreement create legal and valid Liens on all the Collateral covered thereby in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties securing the Secured Obligations with the priority required by the Loan Documents.

SECTION 3.19 Employment Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of the Company, threatened which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All payments due from any Loan Party or any Restricted Subsidiary, or for which any claim may be made against any Loan Party or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Loan Party or such Restricted Subsidiary, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Company or any Restricted Subsidiary is bound.

SECTION 3.20 Common Enterprise. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.

SECTION 3.21 Unrestricted Subsidiaries; Material Subsidiaries. Each Unrestricted Subsidiary qualifies as an Unrestricted Subsidiary under the definition thereof. As of the Effective Date, the Company and Restricted Subsidiaries will be in compliance on a Pro Forma Basis with Sections 6.14 and 6.15 hereof after giving effect to the

designation on Schedule 3.17 of the Subsidiaries which are reflected thereon as Unrestricted Subsidiaries as of the Effective Date (determined, with respect to Section 6.15, without giving effect to the declaration of any applicable Trigger Quarter) for the Test Period then in effect.

ARTICLE IVCONDITIONS

SECTION 4.01 Effective Date. The effectiveness of this Agreement to amend and restate the Existing Credit Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)    Credit Agreement, Opinion and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party (and each Voting Participant, as defined in the Existing Credit Agreement) or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or by other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) duly executed copies of the Intercreditor Agreement, the Security Agreement and each other Loan Documents (or written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or by other electronic transmission of a signed signature page) that such party has signed a counterpart of such Loan Documents) and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents (other than those Loan Documents that are expressly not required to be completed on or prior to the Effective Date), including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and (iii) a favorable written opinion of the Loan Parties' counsel, addressed to the Administrative Agent, the Issuing Banks and the Lenders covering such customary matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request (the Borrower hereby requests such counsel to deliver such opinions).

(b)    Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated on or about the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by‑laws or operating, management or partnership agreement and (ii) a short form good standing certificate for each Loan Party from its jurisdiction of organization.

(c)    Officer's Certificate. The Administrative Agent shall have received a certificate, signed by the Chief Financial Officer, Treasurer or Vice President, Finance of the Company on the initial Borrowing date: (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in Article III are true and correct as of such date, (iii) confirming that the conditions set forth in this Section 4.01 shall have been satisfied, (iv) demonstrating the Company's compliance (on a Pro Forma Basis) with Sections 6.14 and 6.15 based upon the designations of Restricted Subsidiaries and Unrestricted Subsidiaries set forth on Schedule 3.17 as of the Effective Date for the most recent Test Period in effect, (v) certifying that after giving effect to the Transactions the Company will be in compliance with all restrictions on Indebtedness contained in the Covered Note Documents and (vi) certifying any other factual matters as may be reasonably requested by the Administrative Agent.

(d)    Fees. The Lenders, the Lead Arrangers and the Administrative Agent shall have received all fees required to be paid and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel pursuant to Section 9.03), on or before the Effective Date.

(e)    Borrowing Base Certificate. The Administrative Agent shall have received (i) a Borrowing

Base Certificate which calculates the Borrowing Base as of May 1, 2011 and (ii) all Borrowing Base reports and other documentation required to be delivered pursuant thereto under Section 5.01(f) with respect thereto.

(f)    Assignment of Liens; Modifications to Collateral Documents; No Title Insurance Endorsements. The Administrative Agent shall have received the Assignment of Liens executed by JPMorgan Chase Bank, N.A. and such modifications to the Mortgages and the other Collateral Documents as the Administrative Agent may reasonably require to ensure the Liens created thereunder continue in effect to secure the Secured Obligations with the priority required hereby. The Administrative Agent will not require that the existing title policies covering the Mortgaged Property be endorsed or new title policies issued to give effect to the assignment and modification of the Mortgages. The Assignment of Liens and any necessary modifications to the Mortgages will be filed of record in the applicable real property records after the Effective Date. However, the Administrative Agent may agree with the Company that it will not file the Assignment of Liens and applicable modifications with respect to a Mortgage unless a Default exists if (i) the Company requests that such documents not be filed as a result of the cost of the filing and any attendant recording taxes and (ii) the Administrative Agent has determined in its discretion that the costs of such filing is excessive in relation to the benefit to the Lenders afforded thereby and the Assignment of Liens and such modifications are otherwise filed with respect to the majority (determined based on appraised value) of the Mortgaged Property. No environmental reports or audits, surveys or title review work will be required in connection with the Mortgages or their assignment and modification.

(g)    Lien Searches. The Administrative Agent shall have received the results of UCC, tax, judgment, effective financing statement and other lien searches in each of the jurisdictions that it deems necessary to reflect that the UCC Financing Statements filed in connection with the Existing Credit Agreement continue in effect with the priority required hereby and that no Liens encumber any of the assets of the Loan Parties except for liens permitted by Section 6.02 or Liens discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent.

(h)    Filings, Registrations and Recordings. Except as provided above in this Section or otherwise provided in the Security Agreement or the Intercreditor Agreement, the Administrative Agent shall have received each document (including any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create or continue in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than as permitted by Section 6.02), shall be in proper form for filing, registration or recordation.

(i)    Field Exams. The Administrative Agent shall have received and be reasonably satisfied with a field exam of the Accounts, Inventory and related data processing and other systems of the Loan Parties.

(j)    Evidence of Insurance. The Administrative Agent shall have received evidence of insurance coverage and certificates of insurance naming the Administrative as loss payee of all casualty policies and additional insured with respect to all liability policies, all in form, scope and substance reasonably satisfactory to the Administrative Agent.

(k)    "Know Your Customer" Requirements. The Lenders shall have received all documentation and other information requested by the Administrative Agent and required under applicable "know your customer" and anti-money laundering rules and regulations, including all information required to be delivered pursuant to Section 9.14.

(l)    Existing Credit Agreement. The Administrative Agent shall have received evidence that all unpaid interest and fees accrued under the Existing Credit Agreement through the Effective Date and all other fees, expenses and other charges outstanding thereunder (including any amounts due under the Existing Credit Agreement arising as a result of the termination of all interest periods thereunder on the Effective Date) shall have been paid.

(m)    Rabobank Nederland Facility. The Administrative Agent shall have received evidence that the Rabobank Nederland Facility shall have been amended to, among other things extend the maturity date thereof,

pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent.

(n)    Receivables Securitization. The Administrative Agent shall have received evidence that the Receivables Securitization shall be consummated contemporaneously with the effectiveness of this Agreement providing for a purchase commitment thereunder in an amount not less than $275,000,000 and shall have received copies of all documents related to the Receivables Securitization, all of which must be in form and substance reasonably satisfactory to the Administrative Agent.

(o)    Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, any Issuing Bank, any Lender or their respective counsel may have reasonably requested.

The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of any Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on June 15, 2011 (and, in the event such conditions are not so satisfied or waived, the Commitments and Multicurrency Commitments shall terminate at such time).

SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a continuation or a conversion of a Loan pursuant to Section 2.08), and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the receipt by the Administrative Agent of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a)    Representations and Warranties. The representations and warranties of the Loan Parties set forth in the Loan Documents shall be 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 of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties 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).

(b)    No Default. At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall exist (including any Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents).

(c)    Credit Limits. At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Aggregate Credit Exposures of the Lenders shall not exceed the lesser of (i) the Total Commitment or (ii) the Borrowing Base then in effect.

Each Borrowing (other than a continuation or a conversion of a Loan pursuant to Section 2.08) and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Company on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.

SECTION 4.03 Effective Date Advances and Adjustments. On the Effective Date, the commitments under the Existing Credit Agreement are being changed pursuant to this Agreement. As a result, any Revolving Loans outstanding under the Existing Credit Agreement which are continued hereunder will not be held pro rata by the Lenders in accordance with the Applicable Percentages or Applicable Multicurrency Percentages determined hereunder. To remedy the foregoing, on the Effective Date and upon fulfillment of the conditions in Section 4.01 and 4.02, the Lenders shall, if any Revolving Loans are outstanding under the Existing Credit Agreement on the Effective Date, make advances among themselves either directly or through the Agent so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with the Applicable Percentages and Applicable Multicurrency Percentages, as applicable. Any advances made on the Effective Date under this Section 4.03 by each Lender whose Applicable

Percentage or Applicable Multicurrency Percentage has increased (as compared to those under the Existing Credit Agreement) shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders whose Applicable Percentages or Applicable Multicurrency Percentage have decreased (as compared to those under the Existing Credit Agreement).

ARTICLE VAFFIRMATIVE COVENANTS

Until the Payment in Full of the Obligations, each of the Loan Parties covenants and agrees, jointly and severally with the Lenders that:

SECTION 5.01 Financial Statements; Borrowing Base and Other Information. The Company will furnish to the Administrative Agent for prompt delivery to each Lender:

(a)    Annual Financial Statements. as soon as possible, but in any event within 90 days after the end of each fiscal year of the Company, the Company's audited consolidated balance sheet and audited consolidated condensed statements of income, stockholders' equity and cash flows as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the corresponding figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b)    Quarterly Financial Statements. as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, the Company's unaudited consolidated balance sheet and unaudited consolidated condensed statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by the Chief Financial Officer of the Company as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c)    Compliance Certificate. concurrently with any delivery or deemed delivery of financial statements under paragraphs (a) or (b) above a certificate of the Chief Financial Officer, Treasurer or Vice President, Finance of the Company substantially in the form of Exhibit C certifying (i) in the case of the financial statements delivered pursuant to paragraph (b) above as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably detailed calculations demonstrating compliance with the covenants contained in Sections 6.13, 6.14 and 6.15, (iv) stating whether any change in GAAP or in the application thereof that applies to the Company or any of its consolidated Subsidiaries has occurred since the later of the date of the audited financial statements referred to in Section 3.04 and the date of the prior certificate delivered pursuant to this paragraph (b) indicating such a change and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (v) calculations in form reasonably acceptable to the Administrative Agent showing the effects on such financial statements as if the Company's interest in the Unrestricted Subsidiaries was accounted for thereunder based on an equity method of accounting;

(d)    Accountant's Certificate of No Default. concurrently with any delivery of financial statements under paragraph (a) above (i) a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default relating to Sections 6.13, 6.14 or 6.15 (which certificate may be limited to the extent required by accounting rules or guidelines) and (ii) copies of any letters to the management of the Company from such accounting firm;

(e)    Projections. as soon as available, but in any event not more than 45 days subsequent to the commencement of each fiscal year of the Company, consolidated financial projections for such fiscal year (including projected quarterly consolidated balance sheets, income statements and cash flow statements in a form acceptable to the Administrative Agent and setting forth the assumptions used for purposes of preparing such budget);

(f)    Borrowing Base Certificate. to the Administrative Agent, as soon as available but in any event within 18 Business Days of the end of each fiscal month (or upon request of the Administrative Agent during the continuance of an Event of Default) a Borrowing Base Certificate, together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request;

(g)    SEC Reports. promptly after the same become publicly available, copies of all reports on Form 10-K, Form 10-Q and Form 8-K and all proxy statements filed by any Loan Party with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Company to the holders of its Equity Interests generally, as the case may be;

(h)    ERISA Reports. promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan, provided that if the Loan Parties or any of the ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties and/or the ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Company shall provide copies of such documents and notices promptly to the Administrative Agent after receipt thereof, and further provided that the rights granted to the Administrative Agent in this section shall be exercised not more than once during a 12-month period;

(i)    Other Information. promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

Information required to be delivered pursuant to Sections 5.01(a), (b), and (g) shall be deemed to have been delivered on the date on which such information has been posted on the SEC website on the Internet, or at another website identified in a notice and accessible by the Lenders without charge.

SECTION 5.02 Notices of Material Events. The Company will furnish to the Administrative Agent prompt written notice of the following:

(a)    Defaults. the occurrence of any Default;

(b)    Investigation or Litigation. receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $25,000,000, (ii) seeks injunctive or similar relief, the economic impact on the Loan Parties of which could reasonably be expected to exceed $25,000,000, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, that could reasonably be expected to result in costs and other losses to the Company and the Restricted Subsidiaries in excess of $25,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of, or seeks remedies in connection with, any Environmental Laws or Environmental Liabilities, that could reasonably be expected to result in costs and other losses to the Company and the Restricted Subsidiaries in excess of $25,000,000, (vi) contests any Tax, fee, assessment, or other governmental charge in excess of $25,000,000 or (vii) involves any product recall;

(c)    Certain Dispositions. any disposition of a Loan Party, or a sale of all or substantially all of the assets of a Loan Party, together with such information as shall be required for the Administrative Agent to adjust the Borrowing Base to reflect such disposition;

(d)    Damage to Collateral. upon any Responsible Officer of the Borrower having knowledge of any loss, damage, or destruction to the Collateral in the amount of $25,000,000 or more, whether or not covered by insurance;

(e)    Collateral Location Defaults. within two Business Days of any Responsible officer of the Borrower having knowledge of any default notices received under or with respect to any leased location or public warehouse where ABL Priority Collateral in the amount of $25,000,000 or more is located;

(f)    ERISA Events. upon any Responsible Officer of the Borrower having knowledge of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of any Loan Party or any of its ERISA Affiliates in an aggregate amount exceeding $50,000,000;

(g)    PAS Trust Notices. upon any Responsible Officer of the Borrower having knowledge of receipt by the Loan Parties of any notice or notices (or amendment to any previous notice) under PACA, PSA or any other similar federal or state statute (in each case, other than any such notice consisting solely of a provision in the applicable invoice relating thereto reserving a seller's rights under such acts), in respect to claims in an aggregate amount at any one time outstanding for all such notices of $25,000,000 or more, to preserve the benefits of any trust applicable to any assets of any Loan Party under the provisions of the PSA, PACA or any other similar federal or state statute (and the Loan Parties shall provide, or shall cause to be provided, promptly to the Administrative Agent a true, correct and complete copy of such notice or notices (or amendment), as the case may be, and other information delivered in connection therewith);

(h)    Hazardous Material. upon any Responsible Officer of the Borrower having knowledge of any event, notice or circumstance (including with respect to any release into the indoor or outdoor environment of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority) which could reasonably be expected to result in a Material Adverse Effect; and

(i)    Environmental Liability. upon any Responsible Officer of the Borrower having knowledge of any other development including notice of any Environmental Liability that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03 Existence; Conduct of Business. Each Loan Party will, and will cause its Restricted Subsidiaries to (a) do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, its rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and intellectual property rights, licenses and permits and (b) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04 Payment of Obligations. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) in the case of such liabilities and obligation not constituting Taxes of Loan Party, such failure could not reasonably be expected to result in a Material Adverse Effect and (b) in the case of such liabilities and obligations constituting Taxes of Loan Party (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) such Loan Party or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05 Maintenance of Properties. Each Loan Party will, and will cause its Restricted Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear and casualty and condemnation events (to the extent such casualty and condemnation events, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect) excepted.

SECTION 5.06 Books and Records; Inspection Rights. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, (i) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (ii) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records that are not protected by attorney-client privilege (including environmental assessment reports and Phase I or Phase II studies, and other environmental documents, in each case, that are not protected by attorney-client privilege) and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours with a representative of the Company present and as often as reasonably requested; provided, that the obligation of the Company to reimburse the Administrative Agent or any Lender for the expenses of such inspection shall be limited to one visit annually (such visit to be conducted by the Administrative Agent unless the Administrative Agent otherwise specifies) unless an Event of Default exists. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties' and their respective Restricted Subsidiaries' assets for internal use by the Administrative Agent and the Lenders.

SECTION 5.07 Compliance with Laws.

(a)    Requirements of Law. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b)    Environmental Laws. The Loan Parties and each of their respective Restricted Subsidiaries: (i) shall be at all times in compliance with all applicable Environmental Laws, and take reasonable efforts to ensure compliance by all tenants and subtenants and invitees with all applicable Environmental Laws, and (ii) shall generate, use, treat, store, release, transport, dispose of, and otherwise manage all Hazardous Materials in a manner that would not reasonably be expected to result in a liability to any Loan Party or any of its Restricted Subsidiaries or to adversely affect any real property owned or operated by any of them, and take reasonable efforts to prevent any other Person from generating, using, treating, storing, releasing, transporting, disposing of, or otherwise managing Hazardous Materials in a manner that could reasonably be expected to result in a liability to, or adversely affect any real property owned or operated by, any Loan Party or any of its Restricted Subsidiaries; it being understood that this clause (b) shall be deemed not breached by a noncompliance with any of the foregoing clause (i) or (ii) provided that, upon learning of such noncompliance or any condition that results from such noncompliance, which, in either case, could reasonably be considered material, any affected Loan Parties and Restricted Subsidiaries promptly undertake reasonable efforts to achieve compliance and provided that any failure to comply with any of the foregoing could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5.08 Use of Proceeds. The proceeds of the Loans will be used, and Letters of Credit will be issued, to refinance certain existing Indebtedness of the Company and for other general corporate purposes of the Company and the Restricted Subsidiaries. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

SECTION 5.09 Insurance.

(a)    Maintenance. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (ii) all other insurance required pursuant to the Collateral Documents. The Company will furnish to the Administrative Agent, upon the reasonable request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

(b)    Endorsements. All insurance policies required under paragraph (a) of this Section 5.09, to the extent such insurance policies by their terms insure any portion of the Collateral, shall name the Administrative Agent (for the benefit of the Secured Parties) as an additional insured or as a loss payee, as applicable, and shall contain loss payable clauses or mortgagee clauses, through endorsements in form and substance reasonably satisfactory to the Administrative Agent, that provide that (i) all proceeds thereunder with respect to any Collateral shall be payable to the Administrative Agent, the Term Debt Representative or the Company and (ii) such policy and loss payable clauses may be canceled or terminated only upon at least 30 days' prior written notice given to the Administrative Agent (or 10 days with respect to any cancelation due to non-payment of premiums). For the avoidance of doubt the application of any insurance proceeds will be subject to the terms of the Intercreditor Agreement. Any endorsements required under this Section 5.09 as of the Effective Date which have not been delivered as of the Effective Date will be delivered within 10 Business Days of the Effective Date (or such other number of days as the Administrative Agent may approve in its sole discretion).

(c)    Flood Hazard Determinations and Insurance. If any portion of any Collateral is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (now or as hereafter in effect or successor act thereto), then the Company shall, or shall cause the applicable Loan Party to, (i) with respect to Collateral that is real property, maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, (ii) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount equal to the lesser of the Total Commitment and the total replacement cost value of such Collateral and (iii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

(d)    Payment of Premiums. All premiums on any such insurance shall be paid when due by the Company and the Restricted Subsidiaries, and, if requested by the Administrative Agent, summaries of the policies delivered annually to the Administrative Agent. If the Company or any Restricted Subsidiary shall fail to obtain any insurance as required by this Section 5.09, the Administrative Agent may obtain such insurance at the Company's expense. By purchasing such insurance, the Administrative Agent shall not be deemed to have waived any Default arising from the Company's or such Restricted Subsidiary's failure to maintain such insurance or pay any premiums therefor.

SECTION 5.10 Casualty and Condemnation. The Company (a) will furnish to the Administrative Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, in either case, to the extent the value of the Collateral affected thereby exceeds $25,000,000 and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement, the Intercreditor Agreement and the Collateral Documents.

SECTION 5.11 Governmental Authorizations. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, promptly from time to time obtain or make and maintain in full force and effect all material licenses, consents, authorizations and approvals of, and filings and registrations with, any Governmental Authority from time to time necessary under the laws of the jurisdiction in which each Loan Party is located for the making and performance by each such Loan Parties of the payment and collateral obligations under the Loan Documents.

SECTION 5.12 Field Examinations. At the request of the Administrative Agent, the Loan Parties will permit the Administrative Agent to conduct a field examination to ensure the adequacy of Collateral included in the Borrowing Base and related reporting and control systems; provided, however that so long as no Event of Default exists, the Company shall not be required to pay for more than one field examination per calendar year. For purposes of this Section 5.12, it is understood and agreed that (i) a single field examination may be conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets and (ii) the Administrative Agent shall use commercially reasonable efforts to coordinate any such field exams and any retention of a third party to be engaged to conduct any such field examination, in each case, with the Company. So long as no Event of Default exists, all such field examinations

shall be commenced upon reasonable notice to the Company and performed during normal business hours of the Company.

SECTION 5.13 Mortgages, etc. With respect to the parcel of real property owned by a Loan Party that is required by any Term Debt Documentbe pledged to secure the Indebtedness thereunder prior to the Term Debt Collateral Release Date, the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent, on or before the date such items are delivered under such Term Debt Document:

(a)    Mortgage. a Mortgage covering such parcel;

(b)    Filing. evidence that a counterpart of the Mortgage has been either recorded or delivered to the Title Company for recording in all places required for the mortgages or deeds of trust delivered under any Term Debt Document (with the priority required by the Intercreditor Agreement) in favor of the Administrative Agent for the benefit of itself and the Secured Parties, securing the Secured Obligations (provided that in jurisdictions that impose mortgage recording taxes, such Mortgage shall not secure indebtedness in an amount exceeding 100% of the fair market value of the applicable parcel, as reasonably determined in good faith by the Company and reasonably acceptable to the Administrative Agent and in addition, the Administrative Agent may agree with the Company that it will not file a Mortgage unless an Event of Default exists if (i) the Company requests that such documents not be filed as a result of the cost of the filing and any attendant recording taxes and (ii) the Administrative Agent has determined in its discretion that the costs of such filing are excessive in relation to the benefit to the Lenders afforded thereby;

(c)    Title Report. a copy of a report of title delivered under such Term Debt Documentprepared with respect to such Parcel and a copy of all recorded documents referred to, or listed as exceptions to title in such report;

(d)    Survey. a copy of the survey or copies of plats, mapping data and information or property reports delivered under such Term Debt Documentwith respect to such parcel;

(e)    Fixture Filings. to the extent required for the mortgages or deeds of trust delivered pursuant to any Term Debt Document, proper fixture filings under the UCC on Form UCC-1 for filing under the UCC in the appropriate jurisdiction in which the parcel of Mortgaged Property is located, necessary or desirable to perfect the security interests in fixtures purported to be created by the Mortgage in favor of the Administrative Agent for the benefit of itself and the Secured Parties;

(f)    Local Counsel Opinions. an opinion of counsel in the state in which such parcel of Mortgaged Property is located in form and substance and from counsel substantially the same as delivered pursuant to any Term Debt Document;

(g)    Flood Hazard Determination. a "Life-of-Loan" Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company or the applicable Loan Party, and evidence of flood insurance, in the event any such parcel of Mortgaged Property is located in a special flood hazard area); and

(h)    Other Information. such other information, documentation, and certifications as may be reasonably required by the Administrative Agent so long as such items are also delivered pursuant to the Term Debt Documents.

SECTION 5.14 Additional Collateral; Further Assurances.

(a)    Joinder of Material Subsidiaries. Subject to applicable law, the Company and each other Loan Party shall promptly cause (i) any Material Subsidiary created or acquired after the Effective Date and (ii) any Restricted Subsidiary that has otherwise become a Material Subsidiary after the Effective Date to (A) become a Guarantor by executing the Joinder Agreement set forth as Exhibit D hereto (the "Joinder Agreement") and (B) to execute and deliver

such amendments, supplements or documents of accession to any Collateral Documents as the Administrative Agent reasonably deems necessary for such Material Subsidiary to grant to the Administrative Agent (for the benefit of the Secured Parties) a perfected security interest (with the priority required by the Intercreditor Agreement) in the Collateral described in such Collateral Document with respect to such Material Subsidiary, subject only to Liens permitted under Section 6.02. Upon execution and delivery of such documents and agreements, each such Person (i) shall automatically become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Secured Parties, in any property of such Loan Party which constitutes Collateral, including, subject to the Intercreditor Agreement, any parcel of real property located in the United States owned by any Loan Party that is required to be mortgaged by any Term Debt Documentto secure the Indebtedness thereunder.

(b)    Pledge of Equity Interests. Each Loan Party will, to the extent required under the applicable Collateral Documents, cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (including each Receivables Entity but excluding each other Unrestricted Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary that is a Restricted Subsidiary and is directly owned by such Loan Party to be subject at all times to a perfected Lien (with the priority required by the Intercreditor Agreement) in favor of the Administrative Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request; provided, however, that unless a Default exists and the Administrative Agent requests, no Loan Party shall be required to take any action under the laws of any jurisdiction outside the United States with respect to the creation, perfection or protection of the security interests in the Equity Interests in Foreign Subsidiaries that are Restricted Subsidiaries.

(c)    General Further Assurance. Without limiting the foregoing but subject to the terms of this Agreement, the Collateral Documents and the Intercreditor Agreement, each Loan Party will, and will cause each of its Restricted Subsidiaries to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. In addition, each Loan Party will execute and deliver, or cause to be executed and delivered, to the Administrative Agent filings with any governmental recording or registration office in any jurisdiction required by the Administrative Agent, in the exercise of its Permitted Discretion, in order to perfect or protect the Liens of the Administrative Agent granted under any Collateral Document in any Intellectual Property, all at the expense of the Loan Parties.

(d)    Material Asset Acquisition. If any material assets other than real property are acquired by the Company or any other Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien in favor of the Administrative Agent pursuant to the Security Agreement upon acquisition thereof and assets excluded from the Collateral under the terms of the Security Agreement), the Company will notify the Administrative Agent and, if requested by the Administrative Agent or the Required Lenders, the Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

ARTICLE VINEGATIVE COVENANTS

Until the Payment in Full of the Obligations, each of the Loan Parties covenants and agrees, jointly and severally, with the Lenders that:

SECTION 6.01 Indebtedness. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to,

directly or indirectly create, incur, assume or suffer to exist any Indebtedness, except:

(a)    Secured Obligations. the Secured Obligations;

(b)    Existing Debt. Indebtedness (i) reflected on the most recent financial statements described in Section 3.04 and, in each case, any extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof, (ii) incurred pursuant to lines of credit existing on the Effective Date and described on Schedule 6.01(b), and (iii) other Indebtedness described on Schedule 6.01(b).

(c)    Intercompany. Indebtedness of (A) the Company owed to any Subsidiary and of any Restricted Subsidiary owed to the Company or any other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party owed to the Company or any Restricted Subsidiary that is a Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of the Company owed to any Subsidiary and Indebtedness of any Restricted Subsidiary that is a Loan Party owed to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent and (B) the Company or any Restricted Subsidiary owed to Smithfield Insurance Co. Ltd., or any successor or other Subsidiary established as an insurance captive Subsidiary;

(d)    Intercompany Guarantees. Guarantees by the Company of Indebtedness of any Subsidiary or Joint Venture and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary or any Joint Venture, provided that (i) the Indebtedness so Guaranteed is permitted or not restricted by this Section 6.01, (ii) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of any Subsidiary that is not a Loan Party or of any Joint Venture shall be subject to Section 6.04, (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Restricted Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations and (iv) no Foreign Subsidiary that is a Restricted Subsidiary may guarantee any Term Debt Obligations;

(e)    Purchase Money. Indebtedness of the Company or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness incurred in reliance on this clause (e) shall not exceed $75,000,000 at any time outstanding;

(f)    Refinancings. Indebtedness which represents an extension, refinancing, renewal or (in the case of the Polish Facilities and the Rabobank Nederland Facility only) increase of any of the Indebtedness described in clauses (b), (e), (g), (j) or (o) hereof; provided that, (i) the principal amount of such Indebtedness is not increased (except to the extent used to finance accrued interest and premium (including tender and make-whole premiums) and associated refinancing transaction costs and except that the amount of the Polish Facilities and the Rabobank Nederland Facility may be increased), (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party (and after the Term Debt Collateral Release Date shall not be secured by any of the Term Debt Priority Collateral except for Indebtedness of the type described in clause (e)), (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto (except, in the case of any extension, refinancing or renewal of Indebtedness under any Covered Notes Documents, such extension, refinancing or renewal may provide for guarantees by the Loan Parties of the obligations thereunder so long as after giving effect thereto (x) no Default shall exist or result and (y) Availability shall not be less than $200,000,000)), (iv) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are either approved by the Administrative Agent or at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness, and (vi) after giving effect to any such incurrence thereof, no Default shall exist or would result therefrom (including any Default arising as a result of a failure to comply with the

limitation on Indebtedness provisions contained in the Covered Note Documents);

(g)    European Facility. Indebtedness of Smithfield Capital Europe B.V., the Company and/or certain other Foreign Subsidiaries of the Company provided pursuant to one or more credit facilities; provided that (i) any Liens securing such Indebtedness are not extended to any property of any Loan Party, (ii) the aggregate outstanding extensions of credit under all such credit facilities shall not at any time exceed €300,000,000 and (iii) after giving effect to any incurrence thereof, no Default shall exist or would result (including any Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents);

(h)    Employee Benefit and Insurance. Indebtedness owed to any Person providing workers' compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

(i)    Surety and other Bonds. Indebtedness of the Company or any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, bank guaranties, letters of credit and similar obligations, in each case provided in the ordinary course of business;

(j)    Acquired Debt. Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof (either as a result of the change in the designation thereof or as a result of an Acquisition otherwise permitted hereunder); provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (ii) after giving effect to such Person becoming a Restricted Subsidiary and such Indebtedness, the Company and Restricted Subsidiaries are in compliance on a Pro Forma Basis with Sections 6.14 and 6.15 hereof for the Test Period then in effect, and (iii) no Default shall exist or would otherwise result (including any Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents);

(k)    Capital Leases. Capital Lease Obligations in connection with sale and leaseback transactions permitted under Section 6.06;

(l)    Customer Deposits. customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(m)    Overdrafts. Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearinghouse transfers of funds, in each case incurred in the ordinary course of business;

(n)    Indemnifications and Earnouts. to the extent constituting Indebtedness, obligations consisting of indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred in connection with the acquisition or disposition of any business, assets or a Subsidiary of the Company, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, provided, however, that the maximum aggregate liability in respect of all such Indebtedness shall not exceed the gross proceeds, including the fair market value of non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time such proceeds are received and without giving effect to any subsequent changes in value), actually received by the Company and the Restricted Subsidiaries in connection with such disposition;

(o)    CNMV Guarantee. Indebtedness arising as a result of the issuance of a Guarantee at the request of and for the account of the Company or any Subsidiary thereof and for the benefit of the Comisión Nacional del Mercado de Valores (the applicable Spanish securities law authority) supporting the obligation of the Company or any Restricted Subsidiary to pay the purchase price for the Campofrio Acquisition;

(p)    Campofrio Acquisition Financing. unsecured Indebtedness incurred to finance the purchase price for the Campofrio Acquisition and any extensions, refinancings or renewals thereof, provided that (i) the aggregate amount of such Indebtedness at any time outstanding does not exceed the Dollar Equivalent of €550,000,000 (less any

Indebtedness incurred in reliance on clause (i)(B) of the proviso to Section 6.01(t) below), (ii) after giving effect to the incurrence of such Indebtedness and any extensions, refinancings or renewals thereof, the Company and Restricted Subsidiaries are in compliance on a Pro Forma Basis with Sections 6.14 and 6.15 hereof for the Test Period then in effect, and (iii) no Default shall otherwise exist or result (including any Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents);

(q)    Pari Passu Indebtedness. Indebtedness incurred after the Effective Date but prior to the Term Debt Collateral Release Date which is secured by first Liens on the Term Debt Priority Collateral and second Liens on the ABL Priority Collateral subject to the terms of the Intercreditor Agreement and any extensions, refinancings or renewals thereof (such Indebtedness, "Pari Passu Indebtedness"); provided that (i) the aggregate outstanding principal amount thereof does not exceed a Dollar Equivalent amount of $475,000,000, (ii) the Company and its Restricted Subsidiaries shall not be permitted to apply more than $200,000,000 of such Indebtedness for purposes other than the refinancing, redemption or retirement of Indebtedness with a maturity date on or before the maturity date of the Senior Secured Notes, (iii) after giving effect to the incurrence of such Indebtedness and any extensions, refinancings or renewals thereof, the Company and Restricted Subsidiaries are in compliance on a Pro Forma Basis with Sections 6.14 and 6.15 hereof for the Test Period then in effect, and (iv) no Default shall otherwise exist or result (including any Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents);

(r)    Foreign Subsidiary Secured Debt. Indebtedness incurred after the Effective Date which is secured by Liens encumbering the assets of one or more Foreign Subsidiaries that are Restricted Subsidiaries and any extensions, refinancings or renewals thereof that do not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed; provided that (i) the aggregate outstanding principal amount of such Indebtedness does not exceed a Dollar Equivalent amount of $250,000,000 at the time such Indebtedness was initially incurred or committed, (ii) if any portion of such Indebtedness is recourse to any Loan Party, such Indebtedness and any extension, refinancing or renewal thereof shall either mature no earlier than the Maturity Date or shall be subject to the Maturity Reserve provisions of the Borrowing Base, (iii) after giving effect to the incurrence of such Indebtedness and any extensions, refinancings or renewals thereof, the Company and Restricted Subsidiaries are in compliance on a Pro Forma Basis with Sections 6.14 and 6.15 hereof for the Test Period then in effect, and (iv) no Default shall otherwise exist or result (including any Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents);

(s)    Other Unsecured Reserve Indebtedness. unsecured Indebtedness incurred after the Effective Date and any extensions, refinancings or renewals thereof; provided that (i) any Indebtedness incurred, extended, refinanced or renewed under the permissions of this clause (s) with a maturity date prior to the Maturity Date shall be subject to the Maturity Reserve provisions of the Borrowing Base; (ii) after giving effect to the incurrence of such Indebtedness and any extensions, refinancings or renewals thereof, the Company and Restricted Subsidiaries are in compliance on a Pro Forma Basis with Sections 6.14 and 6.15 hereof for the Test Period then in effect, and (iii) no Default shall otherwise exist or result (including any Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents);

(t)    Other Unsecured Debt. unsecured Indebtedness incurred after the Effective Date and any extensions, refinancings or renewals thereof; provided that (i) the aggregate amount of the Indebtedness incurred in reliance on this clause (t) and outstanding at any time shall not exceed the sum of (A) the Dollar Equivalent amount of $100,000,000 and (B) in the case of Indebtedness incurred to finance or refinance the Campofrio Acquisition (and for no other purpose), an additional amount at any time outstanding not to exceed the Dollar Equivalent amount of $150,000,000, (ii) after giving effect to the incurrence of such Indebtedness and any extensions, refinancings or renewals thereof, the Company and Restricted Subsidiaries are in compliance on a Pro Forma Basis with Sections 6.14 and 6.15 hereof for the Test Period then in effect, and (iii) no Default shall otherwise exist or result (including any Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents);

(u)    Qualified Receivables Transaction. Indebtedness incurred under the Receivables Securitization or other Qualified Receivable Transaction; and

(v)    Secured Debt Incurred after the Term Debt Collateral Release Date. secured Indebtedness incurred after the Term Debt Collateral Release Date which is secured by Liens encumbering the Term Debt Priority Collateral and any extensions, refinancings or renewals thereof; provided that (i) the aggregate outstanding principal amount thereof does not exceed a Dollar Equivalent amount equal to $1,000,000,000, (ii) the maturity date of such Indebtedness is after the Maturity Date, (iii) such Indebtedness is not secured by any of the ABL Priority Collateral, (iv) after giving effect to the incurrence of such Indebtedness and any extensions, refinancings or renewals thereof, the Company and Restricted Subsidiaries are in compliance on a Pro Forma Basis with Sections 6.14 and 6.15 hereof for the Test Period then in effect, and (v) no Default shall otherwise exist or result (including any Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents).

For clarity, in the case of any Indebtedness incurred in reliance on a provision of this Section 6.01 that permits the incurrence of such Indebtedness as a part of a refinancing transaction, such refinancing Indebtedness shall not be required to be incurred concurrently with the repayment of the Indebtedness being refinanced and may be incurred as a refinancing at any time following the repayment of the Indebtedness being refinanced.

SECTION 6.02 Liens. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a)    Agent Liens. Liens created pursuant to any Loan Document;

(b)    Permitted Encumbrances. Permitted Encumbrances;

(c)    Senior Secured Notes. Liens on the Collateral securing the Senior Secured Notes and the Rabobank Nederland Facility, and any extensions, renewals and replacements of any such Indebtedness in respect thereof in accordance with Section 6.01(f) occurring prior to the Term Debt Collateral Release Date, in each case, to the extent subject to the Intercreditor Agreement;

(d)    Existing. any Lien on any property or asset of the Company or any Restricted Subsidiary existing on the Effective Date and set forth on Schedule 3.13; provided that (i) such Lien shall not be extended to apply to any other property or asset of the Company or any Restricted Subsidiary and (ii) such Lien shall secure only (A) those obligations that it secures on the Effective Date, or (B) with respect to any such obligations that shall have been extended, renewed or refinanced in accordance with Section 6.01(f), permitted extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof in excess of the amounts permitted pursuant to Section 6.01(f);

(e)    Purchase Money Liens. Liens on fixed or capital assets acquired, constructed or improved by the Company or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and any financing costs associated therewith and (iv) such Liens shall not apply to any other property or assets of the Company or such Restricted Subsidiary or any other Restricted Subsidiary;

(f)    Acquired Liens. any Lien existing on any property or asset (other than Accounts, Inventory, intellectual property and Equity Interest in Subsidiaries pledged as ABL Priority Collateral) prior to the acquisition thereof by the Company or any Restricted Subsidiary or existing on any property or asset (other than Accounts, Inventory, intellectual property and Equity Interest in Subsidiaries pledged as ABL Priority Collateral) of any Person that becomes a Restricted Subsidiary or is merged or consolidated with the Company or any Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary or is so merged or consolidated securing Indebtedness permitted under Section 6.01(j); provided that (A) such Lien is not created in contemplation of or in connection with such acquisition, merger or consolidation or such Person becoming a Restricted Subsidiary, as the case may be, (B) such Lien shall not apply to any other property or asset of the Company or such Restricted Subsidiary or any other Restricted Subsidiary and (C) such Lien shall secure only those obligations that it secures on

the date of such acquisition, merger or consolidation or the date such Person becomes a Restricted Subsidiary, as the case may be, or, with respect to any such obligations that shall have been extended, renewed or refinanced in accordance with Section 6.01, such extensions, renewals and replacements in respect thereof;

(g)    Collecting Bank Liens. Liens of a collecting bank arising in the ordinary course of business under Section 4‑208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

(h)    Swap Agreement Liens; CNMV Guaranty Liens. Liens on cash or Permitted Investments of the Company or any Restricted Subsidiary (i) in an aggregate amount not to exceed $250,000,000 at any time (calculated net of cash collateral posted to the Company or any Restricted Subsidiary by counterparties to secure outstanding exposure of such counterparty to the Company or any Restricted Subsidiary under Swap Agreements) securing obligations of the Company or any Restricted Subsidiary under Swap Agreements permitted under Section 6.07; provided that the cash and Permitted Investments subject to such Liens may exceed $250,000,000 for any period not to exceed 10 consecutive Business Days (and no two such periods shall be consecutive) to the extent the Company uses commercially reasonable efforts during such period to unwind the Swap Agreements requiring such excess security or (ii) securing the obligations described in Section 6.01(o) and any permitted refinancings thereof;

(i)    Sale Leaseback. Liens arising out of sale and leaseback transactions permitted by Section 6.06;

(j)    Intercompany. Liens granted by (i) a Restricted Subsidiary that is not a Loan Party in favor of the Company or another Loan Party or another Restricted Subsidiary in respect of Indebtedness owed by such Restricted Subsidiary and (ii) a Loan Party in favor of Smithfield Insurance Co., Ltd., or any successor or other Subsidiary established as an insurance captive Subsidiary to secure Indebtedness permitted under Section 6.01(c);

(k)    Disposition Encumbrances. in connection with the sale or transfer of all the Equity Interests in a Subsidiary or substantially all of the assets thereof in a transaction permitted under Section 6.05, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;

(l)    Transfer Restrictions. in the case of Equity Interests in any Joint Venture, any put and call arrangements or other transfer restrictions related to such Equity Interests set forth in the organizational documents for such Joint Venture or any related or similar agreement;

(m)    Foreign Subsidiary Liens. any Lien on assets of any Foreign Subsidiary that is a Restricted Subsidiary; provided that (i) such Lien shall not apply to any Collateral or any other assets of the Company or any Domestic Subsidiary and (ii) such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary permitted hereunder;

(n)    PSA and PACA Liens. Liens created under the PSA, PACA or any similar state or federal laws or regulations;

(o)    Procurement Contracts. any Lien, claim or right of any Governmental Authority arising under any law or regulation in any inventory or farm products allocable to any procurement contract with such Governmental Authority;

(p)    Pari Passu Liens: Term Debt Priority Collateral. At any time prior to the Term Debt Collateral Release Date, Liens on the Collateral securing Pari Passu Indebtedness incurred pursuant to Section 6.01(q) to the extent subject to the Intercreditor Agreement and after the Term Debt Collateral Release Date, Liens on the Term Debt Priority Collateral securing Indebtedness incurred pursuant to Section 6.01(v);

(q)    Lease, Licenses. leases, licenses or subleases granted to others in the ordinary course of business not interfering in an material respect with the business of any Loan Party;

(r)    Seller Liens. Liens of sellers of goods to the Company and any of its Restricted Subsidiaries

arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;

(s)    Qualified Receivable Transaction Liens. Liens on Accounts and related assets in favor of the Receivables Entity granted by the Receivable Originators under the Receivables Securitization or other Qualified Receivable Transaction provided such Liens are subject to the Intercreditor Agreement; and

(t)    Other Liens. other Liens on (i) assets not included in the Collateral securing Indebtedness or other obligations and (ii) cash and Permitted Investments posted to the issuers of letters of credit, bank guaranties or providers of Banking Services or Swap Agreements to secure obligations of the Company or any Loan Party in respect thereof, in an aggregate principal amount with respect to this clause (t) not to exceed $50,000,000 at any time outstanding.

SECTION 6.03 Fundamental Changes; Business Activities.

(a)    Mergers, Sales of Assets, Etc. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall exist:

(i)    any Subsidiary may merge with the Company in a transaction in which the Company is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent;

(ii)    any Loan Party (other than the Company) and any Non-Loan Party or any other Person may merge into any Loan Party in a transaction in which a Loan Party is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Loan Party;

(iii)    any Non-Loan Party may merge into any other Non-Loan Party;

(iv)    any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Restricted Subsidiary; provided that if any such transferor is a Loan Party, such transferee shall also be a Loan Party;

(v)    any Restricted Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; and

(vi)    the Company or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets pursuant to a transaction permitted under Section 6.04 or 6.05;

provided, that any such merger that would otherwise be permitted by this Section 6.03 involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

(b)    Line of Business. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and the Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly-owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of,

make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any Person or any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise) (each such transaction, an "Investment"), except:

(a)    Cash Equivalents. Permitted Investments;

(b)    Existing. Investments in existence on the Effective Date and Investments acquired after the Effective Date pursuant to contractual commitments in existence on the Effective Date;

(c)    Receivables Securitization. direct or indirect Investments in the Receivables Entity by the Company on the Effective Date of the Accounts of each of the Receivables Originators that have been dividended or otherwise distributed, transferred or assigned to the Company on the Effective Date and the subordinated loans and advances to the Receivables Entity made from time to time by the Receivables Originators in connection with the sale of Accounts under the terms of the Receivables Securitization or other Qualified Securitization Transaction;

(d)    Campofrio. The Campofrio Acquisition but only for purposes of this clause (d) in the event that: (i) the definitive purchase agreement providing for the Campofrio Acquisition is executed and effective on or before June 9, 2012 and (ii) no Restricted Payment has been made under Section 6.08(a)(vi) in reliance on the Acquisition Basket Amount on or prior to the consummation of the Campofrio Acquisition (it being understood that any Restricted Payments made pursuant to Section 6.08(a)(vi) shall be deemed to have been made in reliance on the Acquisition Basket Amount only to the extent such Restricted Payments were not supported by amounts available pursuant to subclauses (1) or (2) of such Section 6.08(a)(vi));

(e)    Employee Advances. loans or advances made by a Loan Party and their Restricted Subsidiaries to its employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $5,000,000 in the aggregate at any one time outstanding;

(f)    Settlement of Accounts. subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor's Accounts in the ordinary course of business, consistent with past practices;

(g)    Swaps. Investments in the form of Swap Agreements permitted by Section 6.07;

(h)    Acquired Investments. Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of the Company or consolidates or merges with the Company or any of the Restricted Subsidiaries (including in connection with an Acquisition otherwise permitted hereunder) so long as such Investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such merger;

(i)    Disposition Consideration. Investments received in connection with the dispositions of assets permitted by Section 6.05;

(j)    Deposits. Investments constituting deposits described in clauses (c) and (d) of the definition of the term "Permitted Encumbrances";

(k)    Intercompany. Guarantees by the Company or any of its Restricted Subsidiaries of (i) leases (other than Capital Leases) or of other obligations of the Company or any of its Restricted Subsidiaries that do not constitute Indebtedness, in each case, entered into in the ordinary course of business and (ii) Indebtedness to the extent permitted by Section 6.01(d);

(l)    Available Equity Proceeds. Investments in Joint Ventures or Subsidiaries that are not Loan Parties in an aggregate amount not to exceed the Available Equity Proceeds on the date of such Investment, so long as both immediately before and after giving effect to any such Investment: (i) no Default shall exist, (ii) Availability

shall not be less than $200,000,000 and (iii) if the Investment is an Acquisition, such Acquisition was not preceded by, or consummated pursuant to, an unsolicited tender offer or proxy contest initiated by or on behalf of the Company or any Subsidiary;

(m)    Captive Insurance. Investments made in the ordinary course of business by any Restricted Subsidiary which is a captive insurance company or retirement plan of the Company and its Restricted Subsidiaries;

(n)    Debt Repurchase. purchases or redemptions of Indebtedness of the Company or any of its Restricted Subsidiaries, to the extent permitted pursuant to Section 6.08(b);

(o)    Investments in Restricted Subsidiaries. Investments by the Company and its Subsidiaries in their respective Restricted Subsidiaries, in each case not involving the transfer of Collateral; and

(p)    Other Investments and Acquisitions. other Investments (including Acquisitions, which shall include the Campofrio Acquisition if the Camporfrio Acquisition is not consummated under the permissions of Section 6.04(d)) not otherwise permitted by this Section 6.04 if: (i) both immediately before and immediately after giving effect thereto, (A) the Company shall be in compliance with Sections 6.14 and 6.15 (determined on a Pro Forma Basis) for the Test Period then in effect, (B) Availability shall not be less $200,000,000 and (C) no Default shall otherwise exist or result therefrom, (ii) if the amount of the Investment being made is equal to or in excess of a Dollar Equivalent amount of $25,000,000, the Company shall have delivered to the Administrative Agent a certificate of its Chief Financial Officer, Treasurer or Vice President, Finance certifying that all the requirements set forth in this clause have been satisfied with respect to such Investment, together with reasonably detailed calculations demonstrating satisfaction of the requirement set forth in subclauses (i)(A) and (i)(B) of this clause (p) and (iii) if the Investment is an Acquisition, such Acquisition was not preceded by, or consummated pursuant to, an unsolicited tender offer or proxy contest initiated by or on behalf of the Company or any Subsidiary.

SECTION 6.05 Asset Sales. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Company permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Company or another Restricted Subsidiary), except:

(a)    Ordinary Course. sales, transfers and dispositions of (i) inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business;

(b)    Intercompany. sales, transfers, leases, licenses and dispositions to the Company or any Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Sections 6.04 and 6.09;

(c)    Accounts. sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof;

(d)    Investments. sales, transfers and dispositions of Permitted Investments in the ordinary course of business and other investments permitted by clauses (h) and (i) of Section 6.04;

(e)    Sale/Leaseback. sale and leaseback transactions permitted by Section 6.06;

(f)    Restricted Payments. Restricted Payments permitted by Section 6.08;

(g)    Casualty. dispositions resulting from any casualty or other damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company or any Restricted Subsidiary;

(h)    Available Annual Dispositions. sales, transfers and other dispositions of assets that are not permitted by any other paragraph of this Section; provided that the aggregate fair market value of all assets sold,

transferred or otherwise disposed of in reliance upon this paragraph (h) shall not exceed $10,000,000 during any fiscal year of the Company;

(i)    Receivables Securitizations. the Accounts each of the Receivables Originators that have been dividended or otherwise distributed to the Company on the Effective Date may be transferred as capital in the Receivable Entity under the terms of the Receivables Securitization and the sales of Accounts by the Receivables Originators to the Receivable Entity pursuant to the Receivables Securitization or other Qualified Receivables Transaction;

(j)    Foreign Subsidiary. sales, transfers and other dispositions of assets of Foreign Subsidiaries that are Restricted Subsidiaries so long as (i) both immediately before and immediately after giving effect thereto, the Company shall be in compliance with Sections 6.14 and 6.15 (determined on a Pro Forma Basis) for the Test Period then in effect, and no Default shall otherwise exist or result therefrom, and (ii) if the amount of the applicable disposition being made is equal to or in excess of a Dollar Equivalent amount of $25,000,000, the Company shall have delivered to the Administrative Agent a certificate of its Chief Financial Officer, Treasurer or Vice President, Finance certifying that all the requirements set forth in this clause have been satisfied with respect to such disposition, together with reasonably detailed calculations demonstrating satisfaction of the requirement set forth in subclauses (i) of this clause (j); and

(k)    Other Dispositions. other sales, transfers and other dispositions of assets so long as (i) both immediately before and immediately after giving effect thereto, (A) the Company shall be in compliance with Sections 6.14 and 6.15 (determined on a Pro Forma Basis) for the Test Period then in effect, (B) Availability shall not be less $200,000,000 (determined after giving effect to the application of the proceeds of such disposition) and (C) no Default shall otherwise exist or result therefrom, and (ii) if the amount of the applicable disposition being made is equal to or in excess of a Dollar Equivalent amount of $25,000,000, the Company shall have delivered to the Administrative Agent a certificate of its Chief Financial Officer, Treasurer or Vice President, Finance certifying that all the requirements set forth in this clause have been satisfied with respect to such disposition, together with reasonably detailed calculations demonstrating satisfaction of the requirement set forth in subclauses (i)(A) and (i)(B) of this clause (k).

SECTION 6.06 Sale and Leaseback Transactions. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets by the Company or any Restricted Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 90 days after the Company or such Restricted Subsidiary acquires or completes the construction of such fixed or capital asset, provided that the aggregate amount of the book value of the assets disposed of in the sale and leaseback transactions consummated in reliance on this Section 6.06 shall not exceed $100,000,000.

SECTION 6.07 Swap Agreements. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any Restricted Subsidiary has actual exposure (other than those in respect of Equity Interests of the Company or any of its Restricted Subsidiaries) and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Company or any Restricted Subsidiary.

SECTION 6.08 Restricted Payments; Certain Payments of Indebtedness.

(a)    Restricted Payments. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment except (i) the Company may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iii) payments or prepayments of the Convertible Notes permitted pursuant to Section 6.08(b)(ii) or (b)(v) prior to any conversion

pursuant to the terms of such Convertible Notes, (iv) Restricted Payments made to acquire the common stock or other Equity Interests in a Subsidiary held by a minority shareholder to the extent such acquisition is permitted pursuant to Section 6.04 (v) each of the Receivables Originators may dividend or otherwise make a distribution of all their Accounts to the Company on the Effective Date under the terms of the Receivables Securitization and (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 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 May 2, 2011 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 May 2, 2011 plus (3) the Acquisition Basket Amount. As used herein, "Acquisition Basket Amount" shall mean $500,000,000; provided that such amount shall be reduced to zero if at any time the Campofrio Acquisition is consummated in reliance on Section 6.04(d).

(b)    Payments of Indebtedness. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Debt Facility, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Debt Facility, except:

(i)    payment of Indebtedness created under the Loan Documents;

(ii)    payment of (A) interest payments when due, (B) regularly scheduled principal payments as and when due (including, for clarity, at maturity) in respect of any Indebtedness, other than payments in respect of Subordinated Indebtedness prohibited by the subordination provisions thereof, (C) prepayments under any revolving credit facility that are not accompanied by a commitment reduction, (D) Indebtedness owing to the Company or any Restricted Subsidiary that is otherwise permitted hereunder, (E) payments of principal and interest made in respect of conversions of Convertible Notes made in connection with the satisfaction of pricing triggers in respect of the common stock of the Company or in respect of the relationship between the pricing of such common stock and the pricing of such Convertible Notes so long as such payments do not cause the aggregate payments in respect of such Convertible Notes to exceed the principal amount (plus accrued interest) of such Convertible Notes and (F) prepayments of any Debt Facility incurred for the purpose of financing an Acquisition pursuant to a special mandatory prepayment provision triggered by a failure to close such Acquisition on the terms and conditions required by such Debt Facility;

(iii)    refinancings of Indebtedness (A) to the extent permitted by Section 6.01 or (B) with any Available Equity Proceeds;

(iv)    payment of (A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness and (B) unsecured Indebtedness of any Foreign Subsidiary that is a Restricted Subsidiary that becomes due as a result of any sale or transfer of such Foreign Subsidiary (or all or substantially all of its assets) pursuant to a transaction otherwise permitted hereunder;

(v)    payments, prepayments or repurchases of Indebtedness so long as after giving effect thereto (A) no Default shall exist and (B) Availability (determined on a Pro Forma Basis) shall not be less than $200,000,000;

(vi)    payments, prepayments or repurchases by Foreign Subsidiaries that are Restricted Subsidiaries of Indebtedness of such Foreign Subsidiaries; and

(vii)    payments, prepayments or repurchases of Indebtedness made with common stock of

the Company.

SECTION 6.09 Transactions with Affiliates. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable to the Company or such Restricted Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among (i) the Company and any Subsidiary that is a Loan Party not involving any other Affiliate and (ii) transactions not involving any Loan Party, (c) any investment permitted by Section 6.04, (d) any Indebtedness permitted under Section 6.01(c), (d) or (e), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04, (g) the payment of reasonable fees to directors of the Company or any Restricted Subsidiary who are not employees of the Company or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Company or the Restricted Subsidiaries in the ordinary course of business, (h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Company's board of directors and (i) dispositions of Accounts pursuant to Section 6.05(i).

SECTION 6.10 Restrictive Agreements. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Domestic Subsidiary that is a wholly-owned Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock (it being understood that the priority of preferred stock in receiving dividends, or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on capital stock) or to make or repay loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); provided that: (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document; (ii) the foregoing shall not apply to restrictions and conditions of the type imposed by the Prior European Facility, restrictions and conditions existing on the date hereof (including those under the Receivables Securitization) or, with respect to any Person that becomes a Restricted Subsidiary after the date hereof, existing prior to such date, provided such restrictions were not imposed in contemplation of such Subsidiary becoming a Restricted Subsidiary (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition); (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary, or a business unit, division, product line or line of business of a Subsidiary, pending such sale, provided such restrictions and conditions apply only to the Subsidiary, or the business unit, division, product line or line of business of such Subsidiary, that is to be sold and such sale is permitted hereunder; (iv) the foregoing shall not apply to restrictions and conditions imposed by any agreement or document governing or evidencing (1) the Senior Secured Notes, Pari Passu Indebtedness, the Rabobank Nederland Facility or any refinancing Indebtedness in respect thereof permitted under Section 6.01 or (2) any Indebtedness incurred in reliance upon clauses (o), (p), (s), (t) or (v) of Section 6.01 or any applicable permitted refinancing thereof permitted under Section 6.01; provided that (A) to the extent such Indebtedness is secured by Collateral, the restrictions and conditions contained in any such agreement or document in respect of the Collateral that are governed by this Section 6.10 are not less favorable to the Lenders than the restrictions and conditions imposed by the Senior Secured Notes Documents and (B) to the extent such Indebtedness is unsecured, the restrictions and conditions contained in any such agreement or document that are governed by this Section 6.10 are not less favorable to the Lenders than the restrictions and conditions imposed by the Covered Notes Documents; (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed (A) by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and such property or assets do not constitute Collateral or (B) by any joint venture agreement relating to a Person that is not a wholly-owned Subsidiary if such restrictions or conditions apply to the transfer or encumbrance of ownership interests in such Person, and (vi) clause (b) of the foregoing shall not apply to (A) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (B) agreements relating to Subsidiaries that are not wholly-owned Subsidiaries

imposing limitations on distributions to owners thereof and (C) customary restrictions or conditions on any Foreign Subsidiary imposed by any agreement or document governing or evidencing any Indebtedness of a Foreign Subsidiary.

SECTION 6.11 Amendment of Material Documents. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, amend, modify or waive any of its rights under (a) any agreement or instrument governing or evidencing the Rabobank Nederland Facility in a manner that accelerates the maturity thereof or provides for Liens on additional collateral to secure the obligations thereunder; (b) any agreement or instrument governing or evidencing any Covered Notes or any Subordinated Indebtedness, in each case to the extent such amendment, modification or waiver could reasonably be expected to be adverse in any material respect to the Lenders; provided that the Covered Notes Documents may be amended or modified solely to provide for guarantees by the Loan Parties of the obligations under the Covered Notes so long as after giving effect thereto: (i) no Default shall exist, (ii) Availability shall not be less than $200,000,000 and (iii) the Consolidated Coverage Ratio (as defined in the Covered Notes Documents) shall be equal to or greater than 2.00 to 1.00 and (c) its certificate of incorporation, bylaws or other organizational documents to the extent such amendment, modification or waiver could reasonably be expected to be adverse in any material respect to the Lenders.

SECTION 6.12 Changes in Fiscal Periods. No Loan Party will change its fiscal year or change its method of determining its fiscal quarters.

SECTION 6.13 Capital Expenditures. During each fiscal year of the Company, the aggregate amount of all Capital Expenditures of the Company and the Restricted Subsidiaries (other than Capital Expenditures made in respect of the Replacement Capacity Project and Capital Expenditures made with the proceeds of any casualty insurance proceeds or condemnation awards) will not exceed the applicable Capital Expenditure Limit for such fiscal year. As used in this Section 6.13, the following terms have the following meanings:

"Capital Expenditure Limit" means, with respect to each fiscal year, the Yearly Limit for such fiscal year plus the Carryover Amount.

"Carryover Amount" means, with respect to a fiscal year, the portion of the Yearly Limit from the immediately preceding fiscal year which was not expended by the Company and the Restricted Subsidiaries for Capital Expenditures in such preceding fiscal year. In calculating the Carryover Amount for any fiscal year, the Yearly Limit applicable to the previous fiscal year shall be deemed to have been utilized first by any Capital Expenditures made in such fiscal year.

"Replacement Capacity Project" means the Capital Expenditures to be made to replace the Company's processing and manufacturing previously conducted at its Sioux City Iowa plant, provided that such Capital Expenditures shall be deemed to be Replacement Capacity Project Expenditures only to the extent that such expenditures do not exceed $200,000,000 in the aggregate for all periods of incurrence.

"Yearly Limit" means, with respect to a fiscal year, an amount equal to the sum of (a) $350,000,000 for the fiscal year ended on or about April 30, 2012 or $300,000,000 for the fiscal year ended on or about April 30, 2013 and each fiscal year thereafter plus (b) an amount equal to fifteen percent (15%) of any increase in the property, plant and equipment of the Company and the Restricted Subsidiaries as reported in the annual financial statements most recently delivered pursuant to Section 5.01(a) for the immediately preceding fiscal year (calculated after accounting for the Company's interest in Unrestricted Subsidiaries based on the equity method of accounting) over the amount of the property, plant and equipment of the Company and the Restricted Subsidiaries as reported in the annual financial statements delivered pursuant to Section 5.01(a) for the fiscal year ended on or about April 30, 2011 (but specifically excluding any increase in the property, plant and equipment of the Company and the Restricted Subsidiaries associated with the Replacement Capacity Project).

SECTION 6.14 Minimum Interest Coverage Ratio. The ratio of EBITDA to Consolidated Interest Expense, calculated for the Company and its Restricted Subsidiaries as of the end of each fiscal quarter of the Company for the four fiscal quarters then ended, shall not be less than 2.50 to 1.00.

SECTION 6.15 Leverage Ratio. The ratio of Consolidated Funded Debt to Consolidated Capitalization (herein

the "Leverage Ratio") as of the end of each fiscal quarter of the Company shall not be greater than 0.50 to 1.00 (such maximum ratio, the "Maximum Leverage Ratio"); provided that if, with respect to any fiscal quarter:

(a)    the Company has entered into an Acquisition permitted hereby during such fiscal quarter; or

(b)    the Company wants to change the designation of an Unrestricted Subsidiary to a Restricted Subsidiary for such fiscal quarter,

then, in either case, the Company may declare the applicable fiscal quarter a Trigger Quarter, such election to be made in writing on or before the Election Date for that fiscal quarter. If the Company has elected a Trigger Quarter, then the Maximum Leverage Ratio shall be increased for such Trigger Quarter and the succeeding three fiscal quarters by an amount equal to the projected increase in the Leverage Ratio resulting solely from such acquisition or re-designation based on the pro forma compliance calculations made as a condition to the applicable acquisition or change in designation; provided further that for such Trigger Quarter and the succeeding two fiscal quarters the Maximum Leverage Ratio shall not exceed 0.54 to 1.00 and for the third fiscal quarter after the Trigger Quarter, the Maximum Leverage ratio shall not exceed 0.52 to 1.00. Following the occurrence of a Trigger Quarter, no subsequent Trigger Quarter may be elected unless and until the Leverage Ratio is less than or equal to 0.50 to 1.00 as of the end of any fiscal quarter following the occurrence of such initial Trigger Quarter. No more than two Trigger Quarters may be elected cumulatively during the term of this Agreement and no Trigger Quarter may be elected after the fourth anniversary of the Effective Date. As used in this Section 6.15, the following terms have the following meanings:

"Consolidated Capitalization" means, as of any date of determination, the sum of (i) Consolidated Funded Debt plus (ii) Consolidated Net Worth.

"Consolidated Net Worth" means, as at any date, the sum for the Company and its Restricted Subsidiaries of the following determined on a consolidated basis in accordance with GAAP (after accounting for the Company's interest in Unrestricted Subsidiaries based on the equity method of accounting): (a) the amount of capital stock plus, without duplication, additional paid in capital minus accumulated other comprehensive loss; plus (b) the amount of surplus and retained earnings (or, in the case of a surplus or retained earnings deficit, minus the amount of such deficit).

"Election Date" means, with respect to any fiscal quarter of the Company, the date by which the Company is required to deliver financial statements for such fiscal quarter under Section 5.01(b).

"Trigger Quarter" means the fiscal quarter of the Company in which an Acquisition permitted hereby has occurred or for which the Company elects to re-designate an Unrestricted Subsidiary as a Restricted Subsidiary.

ARTICLE VIIEVENTS OF DEFAULT AND REMEDIES

SECTION 7.01 Events of Default. If any of the following events (any such event, an "Event of Default") shall occur:

(a)    Principal Payment Default. the Company shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)    Other Payment Default. the Company shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section 7.01) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days or more;

(c)    Representations and Warranties. any representation, warranty, certification or statement made or deemed made by or on behalf of any Loan Party or any Restricted Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder,

or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any representation, warranty or statement qualified by materiality, in any respect) when made or deemed made;

(d)    Immediate Covenant Defaults. any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (solely with respect to any Loan Party's existence) or 5.08 or in Article VI of this Agreement;

(e)    Other Covenant Defaults. any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another clause of this Article) or any other Loan Document, and such failure shall continue unremedied for a period of (i) two Business Days if such breach relates to the terms or provisions of Section 5.01(f), (ii) five days after the earlier of any Loan Party's knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01 (a), (b) or (c), 5.03(a) (with respect to a Loan Party only), 5.06, 5.09 or 5.12 of this Agreement or (iii) 30 days after the earlier of any Loan Party's knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement or any other Loan Document; provided, however, that in no event shall a failure to comply with the obligations under any Mortgage, the obligations set forth in Section 5.13 or, solely with respect to obligations in connection with after-acquired owned real property, 5.14(d), constitute a Default hereunder until the receipt by the Company of any notice from the trustee (or any required percentage of holders entitled to deliver such notice) under the Senior Secured Notes Documents or the administrative agent under the Rabobank Nederland Facility of a default under the applicable Term Debt Documents with respect to the failure to comply with the corresponding obligations under the applicable Term Debt Documents;

(f)    Payment Default on Material Indebtedness. the Company or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g)    Cross Default to Material Indebtedness. any event or condition occurs (including the triggering of any Change in Control or similar event with respect to the Company) that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any Material Indebtedness or a trustee or agent on behalf of such holder or holders to cause such Indebtedness to become due or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (it being understood that (i) margin calls in respect of Swap Agreements and (ii) obligations to prepay loans or cash collateralize letters of credit issued under a credit facility arising solely as a result of an insufficiency of the applicable borrowing base (and not a default under such facility) shall not constitute a defeasance in respect thereof), provided that this paragraph (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement) or (ii) any failure to comply with the obligations to deliver any mortgage or comply with any obligations under mortgages in respect of the Senior Secured Notes Documents until the receipt by the Company of any notice from the trustee (or any required percentage of holders entitled to deliver such notice) under the Senior Secured Notes Documents of a default under the Senior Secured Notes Documents resulting from a failure to comply with the corresponding obligation thereunder;

(h)    Involuntary Bankruptcy. an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) bankruptcy, liquidation, winding up, dissolution, reorganization, examination, suspension of general operations or other relief in respect of a Loan Party or any Subsidiary of any Loan Party (other than any Non-Material Subsidiary and any Unrestricted Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party (other than any Non-Material Subsidiary and any Unrestricted Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed or unstayed for 60 days or more or an order or decree approving or ordering any of the foregoing shall be entered;

(i)    Voluntary Bankruptcy. any Loan Party or any Subsidiary of any Loan Party (other than any Non-Material Subsidiary and any Unrestricted Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in paragraph (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or any Subsidiary of a Loan Party (other than any Non-Material Subsidiary and any Unrestricted Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j)    Failure to Pay Debts. any Loan Party or any Subsidiary of any Loan Party (other than any Non-Material Subsidiary and any Unrestricted Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k)    Judgments. one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 (to the extent not adequately covered by insurance as to which the insurer has not denied or contested coverage) shall be rendered against any Loan Party, any Subsidiary of a Loan Party (other than any Unrestricted Subsidiary) or any combination thereof and the same shall remain unpaid or undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any enforcement action shall be taken by a judgment creditor in accordance with applicable law to attach or levy upon any assets of any Loan Party to enforce any such judgment;

(l)    Erisa. (i) an ERISA Event shall have occurredor (ii) such other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) and (ii) such event or condition, when taken together with all other such events or conditions, if any, that have occurred, is reasonably likely to result in a Material Adverse Effect;

(m)    Change in Control. a Change in Control shall occur;

(n)    Loan Guaranty. the Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect;

(o)    Collateral Documents. any Collateral Document shall for any reason fail to create a valid and perfected security interest (with the priority required by the Intercreditor Agreement) in any Collateral purported to be covered thereby (other than to the extent such failure results from failure by the Administrative Agent to file continuation statements under the Uniform Commercial Code in respect of such security interest), or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document (except as expressly permitted by the terms of any such Collateral Document); provided, however, that none of the events described in this clause (o) as they apply to any Mortgage shall constitute a Default hereunder until the receipt by the Company of any notice from the trustee (or any required percentage of holders entitled to deliver such notice) under the Senior Secured Notes Documents or the administrative agent under the Rabobank Nederland Facility of a default under the applicable Term Debt Documents with respect to such event;

(p)    Invalidity of Loan Documents. any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); provided, however, that none of the events described in this clause (p) as they apply to any Mortgage shall constitute a Default hereunder until the receipt by the Company of any notice from the trustee (or any required percentage of holders entitled to deliver such notice) under the Senior Secured Notes

Documents or the administrative agent under the Rabobank Nederland Facility of a default under the applicable Term Debt Documents with respect to such event; or

(q)    Environmental Violations. the Company or any Subsidiary (other than an Unrestricted Subsidiary) receives any notice, notification, demand, request for information, citation, summons or order or there has been filed any complaint or any penalty is being sought or an investigation or review is pending or threatened by any governmental or other entity, in each case with respect to any alleged failure by the Company or any of its Subsidiaries (other than an Unrestricted Subsidiary) to have permit, license or other authorization required under any Environmental Law in connection with the conduct of the business of the Company or any of its Subsidiaries (other than an Unrestricted Subsidiary) or any other alleged failure to comply with Environmental Law, or with respect to any generation, treatment, storage, recycling, transportation, discharge or disposal, or any release of any Hazardous Materials, in each case which could reasonably be expected, individually or in the aggregate with all other such notices, notifications, demands, requests for information, citations, summonses, orders, complaints, penalties, investigations and reviews, to result in a Material Adverse Effect;

then, and in every such event (other than an event with respect to the Company described in paragraph (h) or (i) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take either or both of the following actions, at the same or different times: (i) terminate the Commitments and the Multicurrency Commitments and thereupon the Commitments and Multicurrency Commitments shall terminate immediately and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Loan Parties accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties; and in case of any event with respect to the Company described in paragraph (h) or (i) of this Section, the Commitments and Multicurrency Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Loan Parties accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties. Upon the occurrence and continuance of any Event of Default, the Administrative Agent, at the request of the Required Lenders, shall exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

SECTION 7.02 Limitation on Separate Suit. No suit shall be brought against any Loan Party on account of the Obligations except by the Administrative Agent, acting upon the written instructions of the Required Lenders.

ARTICLE VIIITHE ADMINISTRATIVE AGENT; OTHER AGENTS

SECTION 8.01 Appointment. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article (other than Sections 8.07 and 8.11) are solely for the benefit of the Administrative Agent and the Lenders, and the Company shall not have rights as a third party beneficiary of any of such provisions.

SECTION 8.02 Rights as a Lender. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Lender and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder.

SECTION 8.03 Limitation of Duties and Immunities. The Administrative Agent shall not have any duties or

obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary or believed by the Administrative Agent in good faith to be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 or believed by the Administrative Agent in good faith to be necessary) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness, genuineness or accuracy of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 8.04 Reliance on Third Parties. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any representation, notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 8.05 Sub Agents. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

SECTION 8.06 Determination of Lender's Satisfaction. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.

SECTION 8.07 Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Company (not to be unreasonably withheld), to appoint a successor; provided that no such consent of the Company shall be required at any time during the existence of an Event of Default. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a commercial bank or an

Affiliate of any such commercial bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, obligations, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents. If no successor agent has accepted appointment as Administrative Agent by the date that is 35 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

SECTION 8.08 Independent Credit Decisions. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

SECTION 8.09 Other Agents. The Lead Arrangers, Co-Documentation Agents and Syndication Agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

SECTION 8.10 Delivery of Reports. Each Lender and Issuing Bank hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel and that the Joint Collateral Agents undertake no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, and it will not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

SECTION 8.11 Powers and Immunities of Fronting Banks. Neither any Fronting Bank nor any of its Related Parties shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, each Fronting Bank (a) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of any Loan Document be a trustee or fiduciary for any Lender or for the Administrative Agent, (b) shall not be required to initiate any litigation or collection proceedings under any Loan Document, (c) shall not be responsible to any Lender or the Administrative Agent for any recitals, statements, representations, or warranties contained in any Loan Document, or any certificate or other documentation referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, enforceability, or sufficiency of any Loan Document or any other documentation referred to or provided for therein or for any failure by any Person to perform any of its obligations thereunder, (d) may consult with legal

counsel (including counsel for the Company), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts and (e) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate, or other instrument or writing believed by it to be genuine and signed or sent by the proper party or parties. As to any matters not expressly provided for by any Loan Document, each Fronting Bank shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Lenders, and such instructions of the Required Lenders and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and the Administrative Agent; provided, however, that no Fronting Bank shall be required to take any action which exposes it to personal liability or which is contrary to any Loan Document or applicable law.

SECTION 8.12 Lender Affiliates Rights. By accepting the benefits of the Loan Documents, any Affiliate of a Lender that is owed any Secured Obligation is bound by the terms of the Loan Documents, including Sections 9.09 and 9.10 hereof. But notwithstanding the foregoing: (a) neither the Administrative Agent, any Lender nor any Loan Party shall be obligated to deliver any notice or communication required to be delivered to any Lender under any Loan Documents to any Affiliate of any Lender and (b) no Affiliate of any Lender that is owed any Secured Obligation shall be included in the determination of the Required Lenders or entitled to consent to, reject, or participate in any manner in any amendment, waiver or other modification of any Loan Document. The Administrative Agent shall not have any liabilities, obligations or responsibilities of any kind whatsoever to any Affiliate of any Lender who is owed any Obligation. The Administrative Agent shall deal solely and directly with the related Lender of any such Affiliate in connection with all matters relating to the Loan Documents. The Secured Obligation owed to such Affiliate shall be considered the Secured Obligation of its related Lender for all purposes under the Loan Documents and such Lender shall be solely responsible to the other parties hereto for all the obligations of such Affiliate under any Loan Document.

SECTION 8.13 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any bankruptcy or other debtor relief laws or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a)    Proof of Claim. to file and prove a claim for the whole amount of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent hereunder allowed in such judicial proceeding; and

(b)    Receipt of Funds. to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 9.03.

SECTION 8.14 Credit Bidding. The Administrative Agent, on behalf of itself and the Secured Parties, shall have the right to credit bid and purchase for the benefit of the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Untied States Bankruptcy Code, including Section 363 thereof, or a sale under a plan of reorganization or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law. Each Secured Party agrees that, except as otherwise provided in any Loan Document or with the written consent of the Administrative

Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any Loan Documents or exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, UCC sales or other similar disposition of Collateral.

SECTION 8.15 Resignation of JPMorgan and GE; Assignment of Liens. Effective upon the satisfaction of the condition precedent set forth in Section 4.01, JPMorgan Chase Bank, N.A. (a) resigns as the administrative agent and a joint collateral agent under the Existing Credit Agreement and (b) assigns all of its right, title and interest as the "Administrative Agent" and as a "Joint Collateral Agent" under the Existing Credit Agreement and the "Loan Documents" (as defined in the Existing Credit Agreement which term includes all the "Collateral Documents" as defined therein) to Rabobank Nederland in its capacity as the Administrative Agent hereunder. Effective upon the satisfaction of the condition precedent set forth in Section 4.01, General Electric Capital Corporation: (a) resigns as a joint collateral agent under the Existing Credit Agreement and (b) assigns all of its right, title and interest as a "Joint Collateral Agent" under the Existing Credit Agreement and the "Loan Documents" (as defined in the Existing Credit Agreement which term includes all the "Collateral Documents" as defined therein) to Rabobank Nederland in its capacity as the Administrative Agent hereunder. Each of JPMorgan Chase Bank, N.A. and General Electric Capital Corporation agree that, on and after the Effective Date, it shall promptly execute such documentation and take such actions as the Administrative Agent may reasonably request in order to: (a) deliver all Collateral held by it under the Loan Documents (as defined in the Existing Credit Agreement); (b) assign all Liens created or purported to be created under the Loan Documents (as defined in the Existing Credit Agreement) to the Administrative Agent for the benefit of the Secured Parties; and (c) vest in the Administrative Agent all rights and powers of the JPMorgan Chase Bank, N.A. and General Electric Capital Corporation as Administrative Agent and Joint Collateral Agents under the Existing Credit Agreement and the Loan Documents (as defined in the Existing Credit Documents).

ARTICLE IXMISCELLANEOUS

SECTION 9.01 Notices.

(a)    Address for Notices. Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (c) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or by other electronic transmission, as follows:

(i)    if to any Loan Party, to the Company at:

Smithfield Foods, Inc.

200 Commerce Street

Smithfield, VA 23430,

Attention: Robert Manly (Telecopy No. 757-365-3025)

and Ken Sullivan (Telecopy No. 757-365-3070);

(ii)    if to the Administrative Agent, the Swingline Lender, Issuing Bank or Rabobank individually, to:

Rabobank Nederland

c/o Corporate Services

Attn: Punam Gambhir

10 Exchange Place, 16th Floor

Jersey City, New Jersey 07302

Phone: 201-499-5322

Fax: 914-304-9327;

With a copy to:

Rabobank Nederland

13355 Noel Road, Suite 1000

Dallas, TX 75240-6645

United States of America

Attention James V. Kenwood

Telecopy (972) 419-6315

Telephone: (972) 419-5282

(iii)    if to any other Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire.

(b)    Deemed Delivery. All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by facsimile or by other electronic transmission shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(c)    Electronic Notices. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and internet or intranet websites, such websites, herein the "Platform") pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Company (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (c)(i) of notification that such notice or communication is available and identifying the website address therefor. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO THE COMPANY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE COMPANY'S OR THE ADMINISTRATIVE AGENT'S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(d)    Communications Through the Platform. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the communications have been posted to the Platform shall constitute effective delivery of the communications to such Lender for purposes hereof. Each Lender agrees (i) to provide to the Administrative Agent in writing (including by electronic communication), promptly after the date of this Agreement, an e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing

notice may be sent to such e-mail address.

SECTION 9.02 Waivers; Amendments.

(a)    Waivers; Rights Cumulative. No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time. No notice to or demand on the Company or any Loan Party in any case shall entitle the Company or any Loan Party to any other or further notice or demand in similar or other circumstances.

(b)    Amendments. Except as provided in Section 2.09, Section 9.02(c), (d) and (e) and Section 5.14(a), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Loan Party or Loan Parties that are parties thereto; provided that, without limiting the provisions of Sections 2.09 and 9.02(e), no such agreement shall:

(i)    increase the Commitment or Multicurrency Commitment of any Lender without the written consent of such Lender,

(ii)    reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder (other than a waiver of the right to have interest accrue under the provisions of Section 2.13(c) or any amendment to any definition used in the calculation of the financial covenants under Section 6.14 or 6.15 that may indirectly affect the calculation of interest or fees), without the written consent of each Lender directly affected thereby,

(iii)    postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment or Multicurrency Commitment, without the written consent of each Lender directly affected thereby (for the avoidance of doubt, a Maturity Date that occurs as a result of the occurrence of one of the events described in the proviso of the definition of "Maturity Date" shall not be considered a scheduled date of expiration of a Commitment or Multicurrency Commitment, and the postponement of the payment of any amount that comes due solely as a result of the occurrence of any such Maturity Date can be effected with the agreement of the Required Lenders, in accordance with the terms of this Section 9.02(b)),

(iv)    change Section 2.18(b), (c) or (e) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender adversely affected thereby,

(v)    add new categories of eligible assets or make changes affecting the Borrowing Base eligibility criteria that have the effect of increasing Availability (other than an increase arising as a result of the adjustment of Reserves in the Borrowing Base or the application of Permitted Discretion), without the written consent of the Supermajority Lenders (or the Administrative Agent with the consent of the Supermajority Lenders),

(vi)    change any of the provisions of this Section 9.02(b) or the percentage set forth in the definition of "Required Lenders" or "Supermajority Lenders" or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or thereunder or make any determination or grant any consent hereunder or thereunder, without the written consent of each Lender,

(vii)    permit the Company to assign its rights or obligations hereunder, release all or substantially all of the Guarantors from their obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender,

(viii)    change the definition of the term "Obligations", "Secured Obligations," "Banking Services Obligations," "Swap Obligations" or "Secured Parties" without the written consent of each Lender directly affected thereby,

(ix)    except as provided in clauses (d) and (e) of this Section or in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be, or

(x)    except as provided in clause (d) of this Section or in the case of clause (2) below, in the Intercreditor Agreement, subordinate (1) the payment obligations under the Loan Documents to any other Indebtedness or (2) the priority of Liens granted to the Administrative Agent without the consent of each Lender.

(c)    Corrections of Errors. Notwithstanding anything to the contrary in this Section, if the Administrative Agent and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04.

(d)    Release of Collateral. The Lenders hereby irrevocably authorize the Administrative Agent:

(i)    Ordinary Course Dispositions. at the request of the Company, and the Administrative Agent hereby agrees, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral:

(A)    Obligations Paid in Full. upon the Payment in Full of the Obligations,

(B)    Property Sold. constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes Equity Interests of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty provided by such Subsidiary,

(C)    Purchase Money Financings. constituting fixed or capital assets financed by Indebtedness incurred pursuant to Section 6.01(e) and secured pursuant to Section 6.02(e) to the extent required pursuant to the terms of such Indebtedness, or

(D)    Leased Property. constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or

(E)    Property of Released Guarantor. consisting of property of a Guarantor

released pursuant to Section 10.13, as well as all Equity Interests in such Guarantor, or

(F)    Other Releases. not listed in clauses (A) through (E) of this clause if the aggregate value of the Collateral released pursuant to this clause (F) does not exceed $25,000,000 during any calendar year;

(ii)    Exercise of Remedies. at its option and in its sole discretion, to release Liens granted to the Administrative Agent by the Loan Parties on any Collateral as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII; and

(iii)    Release of Term Debt Priority Collateral. at the request of the Company (and the Administrative Agent hereby agrees), to release all Liens granted to the Administrative Agent by the Loan Parties on the Term Debt Priority Collateral (as defined in the Intercreditor Agreement) at any time the Required Lenders approve such release and all of the following conditions are satisfied (or waived by the Required Lenders):

(A)    the Senior Secured Notes are repaid in full;

(B)    the holders of the Senior Secured Notes and the lenders under the Rabobank Nederland Facility have unconditionally released the Liens covering all of the Collateral securing the Senior Secured Notes and the Rabobank Nederland Facility (including any second priority Liens encumbering the ABL Priority Collateral);

(C)    no Debt Facility of the Company or any Subsidiary is or is required to be secured by a Lien on any portion of the Collateral other than the Indebtedness that is secured under the Loan Documents, Indebtedness arising in connection with a Qualified Receivables Transaction secured by the Liens permitted under Section 6.02(s), Liens on cash (including Permitted Investments) collateral permitted by Section 6.02, and Indebtedness secured by Liens of the type permitted by Section 6.02(e);

(D)    no Lien securing a Debt Facility encumbers the ABL Priority Collateral other than the Loan Documents, Liens permitted by Section 6.02(s) and Liens on cash (including Permitted Investments) collateral permitted by Section 6.02;

(E)    both immediately before and immediately after giving effect thereto, (1) the Company shall be in compliance with Sections 6.14 and 6.15 (determined on a Pro Forma Basis) for the Test Period then in effect, (2) Availability shall not be less $200,000,000 and (C) no Default shall otherwise exist or result therefrom, and

(F)    the Company shall have delivered to the Administrative Agent a certificate of its Chief Financial Officer, Treasurer or Vice President, Finance certifying that all the requirements set forth in this clause (iii) have been satisfied.

As provided in (and subject to the terms of) the Intercreditor Agreement, the Liens of Administrative Agent in the Accounts sold to the Receivables Entity in a Qualified Receivable Transaction shall be released upon the sale thereof under the Qualified Receivables Transaction. Except as provided in this clause (d) or in the other Loan Documents, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In connection with any termination or release pursuant to this Section, the Administrative Agent, upon receipt of any certificates or other documents reasonably requested by it to confirm compliance with this Agreement, shall promptly (i) execute and deliver to any Loan Party, at such Loan Party's expense, all documents that such Loan Party shall reasonably request to evidence such termination or release and (ii) deliver to the Loan Parties any portion of such Collateral so released in possession of the Administrative Agent.

(e)    Loan Modification Offer. The Company may, by written notice to the Administrative Agent make an offer ("Loan Modification Offer") to all the Lenders to consummate a Permitted Amendment (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Company. A "Permitted Amendment" means any or all of the following modifications to this Agreement and the Loan Documents: (i) an extension of the Maturity Date, (ii) an increase in the interest rate with respect to the Loans, (iii) the inclusion of additional fees to be payable to the Lenders accepting the Permitted Amendment (including any upfront fees) (such Lenders, therein the "Accepting Lenders"), (iv) such amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to each new "Class" of loans and/or commitments resulting from the Permitted Amendment, provided that (A) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Multicurrency Loan, Letter of Credit or Swingline Loan as between the Commitments of such new "Class" and the Commitments of the then-existing Lenders shall be made on a pro rata basis as between the Commitments of such new "Class" and the Commitments of the then-existing Lenders, (B) the obligations of the Fronting Banks may not be extended without the prior written consent of each Fronting Bank affected thereby and (C) payments of principal and interest on Loans (including loans of Accepting Lenders) shall continue to be shared pro rata in accordance with Section 2.18(c), except that notwithstanding Section 2.18(c) the Loans, Commitments and Multicurrency Commitments of the Lenders that are not Accepting Lenders may be repaid and terminated on their applicable Maturity Date, without any pro rata reduction of the Commitments, Multicurrency Commitments and repayment of Loans of Accepting Lenders with a different Maturity Date and (v) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to give effect to the foregoing Permitted Amendment.

(i)    Loan Modifications Procedures. Notice of a Loan Modification Offer shall set forth (A) the terms and conditions of the requested Permitted Amendment and (B) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to in writing by the Administrative Agent). Notwithstanding anything to the contrary in paragraph (b) of this Section 9.02, the Permitted Amendment shall only require the consent of the Company, the Administrative Agent and the Accepting Lenders and the Permitted Amendment shall become effective only with respect to the Accepting Lenders.

(ii)    Terminating of Commitments of and Repayment of Loans of non-Accepting Lenders. In connection with any Loan Modification Offer, the Company may, at its sole option, terminate the Commitments and Multicurrency Commitments of one or more of the Lenders that are not Accepting Lenders, and in connection therewith (and notwithstanding anything in Section 2.18 to the contrary) shall repay in full all outstanding Obligations (including any amount owing pursuant to Section 2.16) at such time owing to such terminated Lender, with such termination taking effect, and any related repayment being made, upon the effectiveness of the Permitted Amendment.

(iii)    Addition of New Lenders; Reallocation of Outstandings. Additionally, to the extent the Company has terminated the Commitments and Multicurrency Commitments of such Lenders, it may request any other bank or lending institution approved by the Administrative Agent (such approval not to be unreasonably withheld), a Lender, an Affiliate of a Lender or an Approved Fund to provide a Commitment and Multicurrency Commitments on the terms set forth in such Loan Modification Offer in an amount not to exceed the amount of the Commitments terminated pursuant to the preceding clause. Upon the effectiveness of the Permitted Amendment, any termination of any Lender's Commitments and Multicurrency Commitments (and any related repayment of Obligations) pursuant to this Section 9.02(e) and the addition of any new Commitment and Multicurrency Commitment, the outstanding Loans may not be held pro rata in accordance with the new Commitments or Multicurrency Commitments. On the Business Day of the effectiveness of the Permitted Amendment, all outstanding ABR Loans shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders' respective revised Applicable Percentages. Eurocurrency Borrowings shall not be reallocated among the Lenders prior to the expiration of the applicable Interest Period in effect at the time of any such Permitted Amendment. Any advances made under this Section 9.02(e) by a Lender shall be deemed to be a purchase of a corresponding amount of the Loans of the Lender or Lenders who shall receive such advances.

(iv)    Documentation Procedure. The Company and each Accepting Lender shall execute and deliver to the Administrative Agent an amendment hereto to implement the changes consummated pursuant to a Loan Modification Offer and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendment and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Permitted Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Permitted Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans, Commitments and Multicurrency Commitments of the Accepting Lenders, including any amendments necessary to treat the applicable Loans, Commitments and Multicurrency Commitments of the Accepting Lenders as a new "Class" of loans and/or commitments hereunder. Notwithstanding the foregoing, no Permitted Amendment shall become effective unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions, officer's and secretary's certificates and other documentation consistent with those delivered on the Effective Date under this Agreement. Notwithstanding any reallocation into extending and non-extending "Classes" in connection with a Permitted Amendment, all Loans to the Company under this Agreement shall rank pari-passu in right of payment.

(f)    Repayment of Non-Consenting Lenders. If, in connection with any proposed amendment, waiver, modification or consent requiring the consent of "each Lender" or "each Lender affected thereby," the consent of the Required Lenders at such time is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a "Non-Consenting Lender"), then the Company may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Company and the Administrative Agent, a Lender other than such Non-Consenting Lender, an Affiliate of a Lender other than such Non-Consenting Lender or an Approved Fund shall agree, as of such date, to purchase for cash at par the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption in accordance with Section 9.04(b) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04 and (ii) the Company shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Company hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

SECTION 9.03 Expenses; Indemnity; Damage Waiver.

(a)    Expense Reimbursement. The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, and the Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, which obligation in respect of counsel shall be limited to a single transaction and documentation counsel and other special and local counsel, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) in addition to, but without duplication of, any fees payable to an Issuing Bank pursuant to Section 2.12(c), all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with the performance of its duties pursuant to the provisions of the Loan Documents and (iv) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, (which obligation in respect of counsel shall be limited to one counsel for the Administrative Agent and one counsel for the Lenders, unless there is an actual or perceived conflict of interest, in which case each Lender shall be entitled to its own counsel, as well as, in each case, other special and local counsel) in connection with

the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Company under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

(i)    appraisals and insurance reviews;

(ii)    field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination, together with the reasonable fees and expenses associated with collateral monitoring services performed by the Administrative Agent;

(iii)    background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the Permitted Discretion of the Administrative Agent;

(iv)    taxes, fees and other charges, if any, for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent's Liens;

(v)    sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and

(vi)    forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral.

provided, however, that any retention of a third party provider of services other than pursuant to Section 5.12, the expenses of which are to be reimbursed by the Borrower pursuant to this Section 9.03(a), shall be made in consultation with the Borrower so long as no Default exists. All of the foregoing costs and expenses may be charged to the Company as Revolving Loans or to another deposit account, all as described in Section 2.18(d).

(b)    Indemnity. The Company shall indemnify the Administrative Agent, the Lead Arrangers, the Issuing Banks, each Person named as a joint bookrunner, syndication agent and documentation agent on the cover page hereto and each Lender, and the affiliates and the respective Related Parties of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by the Company or any Loan Party or any other Person arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any other agreement or instrument contemplated thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, to or from any property currently or formerly owned or operated by the Company or any Subsidiary, or any Environmental Liability, (iv) the failure of the Company to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by any Loan Parties for Taxes pursuant to Section 2.17 or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, tax, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

(c)    Lender Payment. To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section and without limiting the Company's obligation to do so, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such.

(d)    Waiver of Consequential, Punitive and other Damagers. To the fullest extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee (i) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof, and (ii) for contribution or any other rights of recovery under or related to Environmental Laws that it now or hereafter may have by statute or otherwise against any Indemnitee.

(e)    Payments Due. All amounts due under this Section shall be payable not later than 10 Business Days after receipt of written demand therefor.

SECTION 9.04 Successors and Assigns.

(a)    Benefit and Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Banks that issues any Letter of Credit), except that (i) the Company may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Company without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, any Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)    Assignments. (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may assign to one or more assignees (other than the Company or any Affiliate thereof) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, Multicurrency Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Company, provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender and (C) each Issuing Bank and the Swingline Lender (such consent not to unreasonably withheld). Notwithstanding the foregoing, any Person that is a Fee Receiver but not a Permitted Fee Receiver shall not be an assignee without the written consent of the Administrative Agent (whether or not an Event of Default has occurred) (which consent may be withheld in the Administrative Agent's sole discretion).

(ii)    Assignments shall be subject to the following additional conditions:

(A)    except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment or Loans of any Class, the amount of the Commitment, Multicurrency Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment

is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing;

(B)    each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement;

(C)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, provided that assignments made pursuant to Section 2.19(b) or Section 9.02(f) shall not require the signature of the assigning Lender to become effective; and

(D)    the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any Tax forms required by Section 2.17(g) and an Administrative Questionnaire.

For the purposes of this Section 9.04(b), the term "Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii)    Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)    The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Company, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, the Commitment and Multicurrency Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive (absent manifest error), and the Company, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire and any Tax forms required by Section 2.17 (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.04, 2.05, 2.06(e) or (f), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)    Participations. (i) Sale of Participations. Any Lender may, without the consent of the

Company, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment, Multicurrency Commitment and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Company, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (D) any person that would be a Fee Receiver may not be a Participant, unless such Person is a Permitted Fee Receiver or such Fee Receiver receives the written consent of the Company and the Administrative Agent. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii), (iii), (iv), (vi), (vii), (viii) or (x) in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(e) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations under this Agreement (the "Participant Register"). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(ii)    Yield Protection. A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Company and the Administrative Agent are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Company and any Withholding Agent, to comply with Section 2.17(g) as though it were a Lender.

(iii)    Voting Participants. Notwithstanding anything in this paragraph to the contrary, any Lender that is a Farm Credit Lender that (a) has purchased a participation in the minimum amount of $10,000,000 on or after the Effective Date, (b) is, by written notice to the Company and the Administrative Agent ("Voting Participant Notification"), designated by the selling Lender as being entitled to be accorded the rights of a Voting Participant hereunder (any bank that is a Farm Credit Lender so designated being called a "Voting Participant") and (c) receives the prior written consent of the Company and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (i) state the full name, as well as all contact information required of an assignee as set forth in Exhibit A hereto and (ii) state the dollar amount of the participation purchased. The selling Lender and the Voting Participant shall promptly notify the Administrative Agent and the Company of any termination of, or reduction or increase in the amount of, the participation interests held by a Voting Participant. No sub–participants shall be entitled to become "Voting Participants." The voting rights of a Voting Participant hereunder are solely for the benefit of the Voting Participant and shall not inure to any assignee or sub–participant of a Voting Participant." The Company and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph.

(d)    Pledge. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to any central bank, a Federal Reserve Bank or the Farm Credit Funding Corp. or to any other entity organized under the Farm Credit Act, as amended, and this Section shall not apply to any such pledge

or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05 Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments and Multicurrency Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments and Multicurrency Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06 Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07 Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08 Right of Setoff. If an Event of Default shall exist, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Company or such Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Company and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process.

(a)    Governing Law. The Loan Documents (other than those containing a contrary express choice of law provision) shall be construed in accordance with and governed by the law 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.

(b)    Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the Supreme Court of the State of New York, the courts of the United States for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of

or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Any action or proceeding by any Loan Party against any Secured Party shall be brought only in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank, any Lender or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c)    Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)    Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' respective directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions at least as restrictive as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any central bank, Federal Reserve Bank or the Farm Credit Funding Corp., or any other governmental entity to which a Lender has pledged a security interest in all or any portion of its rights hereunder pursuant to Section 9.04(d) or (iii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Company or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section by such Person or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis from a source other than a Loan Party that is not to the knowledge of the receiving party in violation of any confidentiality

restrictions. For the purposes of this Section, "Information" means all information received from a Loan Party or its representatives relating to the Loan Parties, the Subsidiaries or their respective businesses, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis prior to disclosure by a Loan Party or its representative.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THIS SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS AND THE TERMS HEREOF.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS AND THE TERMS HEREOF.

SECTION 9.13 Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder, provided, that the Commitments and Multicurrency Commitments of the applicable Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. Each Lender hereby represents that it is not relying on or looking to any margin stock for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, no Issuing Banks nor any Lender shall be obligated to extend credit to the Company in violation of any Requirement of Law.

SECTION 9.14 USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act") hereby notifies the Company that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Company, which information includes the names and addresses of the Company and other information that will allow such Lender to identify the Company in accordance with the Act.

SECTION 9.15 Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.

SECTION 9.16 No Fiduciary Relationship. The Loan Parties agree that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Loan Parties, the Subsidiaries and their Affiliates and Equity Interest holders, on the one hand, and the Administrative Agent, the Issuing Banks, the Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any advisory, fiduciary or agency relationship or fiduciary or other implied duty on the part of any Secured Party and no such duty will be deemed to have arisen in connection with any such transactions or communications. Each Secured Party may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm's-length commercial transactions between the Secured Parties, on the one hand, and the Loan Parties, on the other, and (ii) in connection

therewith and with the process leading thereto, (x) no Secured Party has assumed an advisory or fiduciary responsibility in favor of any Loan Party, or any of their Equity Interest holders or Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Secured Party has advised, is currently advising or will advise any Loan Party or any of their Equity Interest holders or Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Secured Party is acting solely as principal and not as the agent or fiduciary of any Loan Party or any of their Equity Interest holders, Affiliates or creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

SECTION 9.17 Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent's request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent's instructions.

SECTION 9.18 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.19 Intercreditor Arrangement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into the Intercreditor Agreement. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the Lenders) with respect to the Term Debt Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the Term Debt Obligations Payment Date, any obligation of the Company and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any Term Debt Priority Collateral, the novation of any lien on any certificate of title, bill of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any Term Debt Priority Collateral, shall be deemed to be satisfied if the Company or such Guarantor, as applicable, complies with the requirements of the similar provision of the applicable Term Debt Document. Until the Term Debt Obligations Payment Date, the delivery of any Term Debt Priority Collateral to the Term Debt Representative pursuant to the Term Debt Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.

SECTION 9.20 Independence of Covenants. All covenants under the Loan Documents shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default if such action is taken or such condition exists.

SECTION 9.21 Entire Agreement; Amendment and Restatement. This Agreement and the other Loan Documents 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 the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. This Agreement amends and restates in its entirety the Existing Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness. The Loan Parties, the Administrative Agent, the Issuing Banks and the Lenders ratify and confirm each of the Loan Documents entered into prior to the Effective Date (excluding the Existing Credit Agreement), agree that such Loan Documents continue to be legal, valid, binding and enforceable in accordance with their respective terms and agree that the Liens created thereby are not extinguished but are continued in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations. However, for all matters arising prior to the Effective Date (including the accrual and payment of interest and fees prior to the Effective Date and matters relating to indemnification), the terms of the Existing Credit Agreement (as unmodified by this Agreement) shall control and are hereby ratified and confirmed. For the avoidance of doubt, the parties hereto confirm that as of and after the Effective Date, all interest and fees hereunder will accrue based on the terms of this Agreement and no interest period created under the Existing Credit Agreement shall continue hereunder. Not in limitation of the foregoing, the Loan Parties, the Administrative Agent, the Issuing Banks and the Lenders agree that all references to the "Administrative Agent" or a "Collateral Agent" under any Loan Document shall mean the Administrative Agent hereunder. Each Loan Parties represents and warrants that as of the Effective Date there are no claims or offsets against or rights of recoupment with respect to or defenses or counterclaims to its obligations under the Existing Credit Agreement or any of the other Loan Documents. TO INDUCE THE LENDERS AND THE ADMINISTRATIVE AGENT TO ENTER INTO THIS AGREEMENT, EACH LOAN PARTY WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE EFFECTIVE DATE AND RELATING TO THE EXISTING CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

SECTION 9.22 Judgment Currency. This is an international loan transaction in which the specification of the applicable currency of payment is of the essence, and the stipulated currency shall in each instance be the currency of account and payment in all instances. A payment obligation in one currency under the Loan Documents (the "Original Currency") shall not be discharged by an amount paid in another currency (the "Other Currency"), whether pursuant to any judgment expressed in or converted into any Other Currency or otherwise except to the extent that such tender results in the effective receipt by the payee of the full amount of the Original Currency payable to such payee. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due under any Loan Document in the Original Currency into the Other Currency, the rate of exchange that shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Original Currency at the relevant office with the Other Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Loan Parties in respect of any such sum due from it to the relevant payee under any Loan Document (in this Section called an "Entitled Person") shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Other Currency, such Entitled Person may in accordance with normal banking procedures purchase the Original Currency with the amount of the judgment currency so adjudged to be due; and the Loan Parties, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Original Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Original Currency hereunder exceeds the amount of the Other Currency so purchased.

SECTION 9.23 Waiver of Borrower's Rights Under Farm Credit Act. The Company, having been represented by legal counsel in connection with this Agreement and, in particular, in connection with the waiver contained in this Section, does hereby voluntarily and knowingly waive, relinquish, and agree not to assert at any time, any and all rights that it may have or be afforded under the sections of the Agricultural Credit Act of 1987 designated as 12 U.S.C. Sections 2199 through 2202e and the implementing Farm Credit Administration regulations as set forth in 12 C.F.R Sections 617.7000 through 617.7630, including those provisions which afford the Company certain rights, and/or

impose on any lender to a borrower certain duties, with respect to the collection of any amounts owing hereunder or the foreclosure of any liens securing any such amounts, or which require the Administrative Agent or any present or future Lender or participant to disclose to the Company the nature of any such rights or duties. This waiver is given by the Company pursuant to the provisions of 12 C.F.R. Section 617.7010(c) to induce the Lenders to fund and extend to the Company the credit facilities described herein and to induce those Lenders which are Farm Credit Lenders to agree to provide such credit facilities commensurate with their individual commitments as they may exist from time to time.

ARTICLE XLOAN GUARANTY

SECTION 10.01 Guaranty. Each Guarantor (other than those that have delivered a separate Loan Guaranty) hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys' and paralegals' fees (including allocated costs of in-house counsel and paralegals) (which obligation in respect of counsel shall be limited to one counsel for the Administrative Agent and one counsel for the Lenders, unless there is an actual or perceived conflict of interest, in which case each Lender shall be entitled to its own counsel, as well as, in each case, other special and local counsel) and expenses paid or incurred by the Administrative Agent, the Issuing Banks and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, the Company, any Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.

SECTION 10.02 Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Guarantor waives any right to require the Administrative Agent, any Issuing Bank or any Lender to sue the Company, any Guarantor, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations (each, an "Obligated Party"), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

SECTION 10.03 No Discharge or Diminishment of Loan Guaranty.

(a)    Unconditional. Except as otherwise provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the Company or any other guarantor of or other person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Issuing Bank, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.

(b)    No Setoff, Etc. The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

(c)    No Diminishment. Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any

waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Company for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, any Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

SECTION 10.04 Defenses Waived. To the fullest extent permitted by applicable law, each Guarantor hereby waives any defense based on or arising out of any defense of the Company or any Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of the Company or any Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any Obligated Party, or any other person. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against any Obligated Party or any security.

SECTION 10.05 Rights of Subrogation. No Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Banks and the Lenders.

SECTION 10.06 Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Company or otherwise, each Guarantor's obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Banks and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Guarantors forthwith on demand by the Lender.

SECTION 10.07 Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Company's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Guarantor assumes and incurs under this Loan Guaranty, and agrees that neither the Administrative Agent, any Issuing Bank nor any Lender shall have any duty to advise any Guarantor of information known to it regarding those circumstances or risks.

SECTION 10.08 Intercompany Subordination.

(a)    Debt Subordination. Each Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the prior payment and performance in full of the Secured Obligations. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received,

accepted, retained or applied by any Guarantor unless and until the Secured Obligations shall have been paid and performed in full; except that prior to the occurrence and continuance of an Event of Default, each Debtor shall have the right to make payments and a Guarantor shall have the right to receive payments on the Subordinated Indebtedness from time to time. When an Event of Default exists and at the time Administrative Agent provides notice thereof to the Company, no payments may be made or given on the Subordinated Indebtedness, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by any Guarantor unless and until the Secured Obligations shall have been paid and performed in full. If any sums shall be paid to a Guarantor by any Debtor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by such Guarantor for the benefit of Administrative Agent and the other Secured Parties and shall forthwith be paid to Administrative Agent and applied by Administrative Agent against the Guaranteed Obligations. For purposes of this Section and with respect to a Guarantor, the term "Subordinated Indebtedness" means all indebtedness, liabilities, and obligations of the Company or any other Guarantor (the Company and such other Guarantors herein the "Debtors") to such Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by such Guarantor.

(b)    Lien Subordination. Each Guarantor agrees that any and all Liens (including any judgment liens), upon any Debtor's assets securing payment of any Subordinated Indebtedness shall be and remain inferior and subordinate to any and all Liens upon any Debtor's assets securing payment of the Guaranteed Indebtedness or any part thereof, regardless of whether such Liens in favor of a Guarantor, Administrative Agent or any other Secured Party presently exist or are hereafter created or attached. Without the prior written consent of Administrative Agent, no Guarantor shall (i) file suit against any Debtor or exercise or enforce any other creditor's right it may have against any Debtor, or (ii) foreclose, repossess, sequester, or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor's relief or insolvency proceeding) to enforce any obligations of any Debtor to such Guarantor or any Liens held by such Guarantor on assets of any Debtor.

(c)    Insolvency Proceeding. In the event of any receivership, bankruptcy, reorganization, rearrangement, debtor's relief, or other insolvency proceeding involving any Debtor as debtor, Administrative Agent shall have the right to prove and vote any claim under the Subordinated Indebtedness and to receive directly from the receiver, trustee or other court custodian all dividends, distributions, and payments made in respect of the Subordinated Indebtedness until the Secured Obligations have been paid and performed in full. The Administrative Agent may apply any such dividends, distributions, and payments against the Guaranteed Obligations.

(d)    Conflicting Subordination Provisions. The provisions of this Section 10.08 shall control over any other subordination provisions that may be applicable to the Subordinated Indebtedness.

SECTION 10.09 Taxes. All payments of the Guaranteed Obligations will be made by each Guarantor free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any Guarantor shall be required to deduct or withhold any Indemnified Taxes or Other Taxes from such payments, then (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) such Guarantor shall make such deductions and (c) such Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

SECTION 10.10 Maximum Liability. The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor's liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the

contrary, the amount of such liability shall, without any further action by the Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor's "Maximum Liability"). This Section with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Guarantor's obligations hereunder beyond its Maximum Liability.

SECTION 10.11 Contribution. In the event any Guarantor (a "Paying Guarantor") shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other Guarantor (each a "Non-Paying Guarantor") shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor's "Applicable Percentage" of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article X, each Non-Paying Guarantor's "Applicable Percentage" with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor's Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor's Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Company after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantor, the aggregate amount of all monies received by such Guarantors from the Company after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Guarantor's several liability for the entire amount of the Guaranteed Obligations (up to such Guarantor's Maximum Liability). Each of the Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the Administrative Agent, the Issuing Banks, the Lenders and the Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

SECTION 10.12 Liability Cumulative. The liability of each Loan Party as a Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Banks and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

SECTION 10.13 Release. A Guarantor will be released from its obligations under this Article X and the other Loan Documents to which it is a party upon the Payment in Full of the Obligations. Upon the sale or disposition of a Guarantor (by merger, consolidation, the sale of its Equity Interests or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction, to a Person which is not the Company or a Restricted Subsidiary, such Guarantor will be automatically and unconditionally released from all its obligations under this Agreement and the Loan Documents to which it is a party and the Liens, if any, on the Collateral pledged by such Guarantor and on the Equity Interests in such Guarantor granted pursuant to the Loan Documents shall be released with respect to the Obligations if the sale or other disposition is in compliance with this Agreement. Each Guarantor will be released from all its obligations under this Agreement and the other Loan Documents to which it is a party and the Liens, if any, on the Collateral pledged by such Guarantor and on the Equity Interests in such Guarantor granted pursuant to the Loan Documents shall be released if the Company designated such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Agreement. Without the consent or other agreement of any Lender, the Administrative Agent is authorized to release a Guarantor, and shall release such Guarantor, upon the delivery of an Officers' Certificate certifying in writing to the Administrative Agent that the conditions for such release described in this Section 10.13 have been satisfied. To the extent the Administrative Agent is required to execute any release documents in accordance with the immediately preceding sentence, the Administrative Agent shall do so promptly upon request of the Company without the consent or further agreement of any Lender.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

COMPANY:
Smithfield Foods, Inc., a Virginia corporation
By:	/s/ Timothy Dykstra
	Name:	Timothy Dykstra
	Title:	Vice President
GUARANTORS:
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 Farms of Texhoma, Inc., an Oklahoma corporation
Murphy-Brown LLC, a Delaware limited liability company
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/ Charles McCarrick
	Name:	Charles McCarrick
	Title:	President

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, individually and as Administrative Agent, Issuing Bank and Swingline Bank
By:	/s/ James V. Kenwood
	James V. Kenwood, Executive Director
By:	/s/ Izumi Fukushima
	Izumi Fukushima, Executive Director

JPMorgan Chase Bank, N.A.
By:	/s/ Vanessa Chiu
Name:	Vanessa Chiu
Title:	Executive Director

BARCLAYS BANK PLC
By:	/s/ Noam Azachi
Name:	Noam Azachi
Title:	Assistant Vice President

AGFIRST Farm Credit Bank
By:	/s/ John W. Burnside, Jr.
Name:	John W. Burnside, Jr.
Title:	Vice President

Voting Participants:

Farm Credit Bank of Texas
By:	/s/ Alan Robinson
Name:	Alan Robinson
Title:	Vice President

GOLDMAN SACHS Bank usa
By:	/s/ Mark Walton
Name:	Mark Walton
Title:	Authorized Signatory

BANK OF MONTREAL
By:	/s/ Philip Langheim
Name:	Philip Langheim
Title:	Managing Director

MORGAN STANLEY BANK, N.A.
By:	/s/ Sherrese Clarke
Name:	Sherrese Clarke
Title:	Authorized Signatory

MORGAN STANLEY SENIOR FUNDING, INC.
By:	/s/ Melissa James
Name:	Melissa James
Title:	Vice President

COBANK, ACB
By:	/s/ Alan V. Schuler
Name:	Alan V. Schuler
Title:	Vice President

INTENTIONALLY LEFT BLANK

SOCIETE GENERALE
By:	/s/ Sebastien Ribatto
Name:	Sebastien Ribatto
Title:	Managing Director
By:	/s/ Lionel Autret
Name:	Lionel Autret
Title:	Director

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Harry J. Brown
Name:	Harry J. Brown
Title:	Vice President

AGSTAR FINANCIAL SERVICES, PCA
By:	/s/ Troy Mostaert
Name:	Troy Mostaert, Vice President

NORTHWEST FARM CREDIT SERVICES, PCA
By:	/s/ Carol J. Magnes
Name:	Carol J. Magnes
Title:	Vice President

BANK OF AMERICA, N.A.
By:	/s/ J. Casey Cosgrove
Name:	J. Casey Cosgrove
Title:	Director

United FCS, PCA d/b/a FCS Commercial Finance Group
By:	/s/ Lisa Caswell
Name:	Lisa Caswell
Title:	Vice President

FARM CREDIT SERVICES OF MID-AMERICA, PCA
By:	/s/ Brian Baldauf
Name:	Brian Baldauf
Title:	Credit Officer

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

ING CAPITAL LLC
By:	/s/ Bill Redmond
Name:	Bill Redmond
Title:	Managing Director

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:	/s/ David Cagle
	David Cagle, Managing Director
By:	/s/ Matt Helm
	Matt Helm, Director

COMPASS BANK
By:	/s/ April Chan
Name:	April Chan
Title:	Senior Vice President

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

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By:	/s/ Kari Studer; /s/ Claudia Siffert
Name:	Kari Struder; Claudia Siffert
Title:	Director; Assistant Vice President

FARM CREDIT SERVICES OF THE MOUNTAIN PLAINS, PCA
By:	/s/ Bradley K. Leafgren
Name:	Bradley K. Leafgren
Title:	Senior Vice President

1ST FARM CREDIT SERVICES, PCA
By:	/s/ Corey J. Waldinger
Name:	Corey J. Waldinger
Title:	Vice President, Capital Markets

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

FARM CREDIT WEST, PCA
By:	/s/ Ben Madonna
	Ben Madonna, Vice President

U.S. AgBANK, fcb
By:	/s/ Travis W. Ball
	Travis W. Ball, Vice President

FCS FINANCIAL, PCA
By:	/s/ Lee Fuchs
Name:	Lee Fuchs
Title:	Vice President

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Nita Jain
Name:	Nita Jain
Title:	Duly Authorized Signatory

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

Reference is made to the Second Amended and Restated Credit Agreement, dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time (the "Credit Agreement"), among SMITHFIELD FOODS, INC. (the "Borrower"), the Guarantors from time to time party thereto, the Lenders party thereto, the other agents named therein and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The Assignor identified on Schedule 1 hereto (the "Assignor") and the Assignee identified on Schedule 1 hereto (the "Assignee") agree as follows:

1.    The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule 1 hereto (the "Assigned Interest") in and to the Assignor's rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth on Schedule 1 hereto (individually, an "Assigned Facility"; collectively, the "Assigned Facilities"), in a principal amount for each Assigned Facility as set forth on Schedule 1 hereto.

2.    The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) such Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full power and authority and has taken all action necessary to execute and deliver this Assignment and Assumption and to consummate the transaction contemplated hereby; (b) makes no other representation or warranty and assumes no responsibility with respect to any statements, other warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Affiliates or any other obligor or the performance or observance by the Borrower, any of its Affiliates or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto.

3.    The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.17(g) of the Credit Agreement.

4.    The effective date of this Assignment and Assumption shall be the Effective Date of Assignment described in Schedule 1 hereto (the "Effective Date"). Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent).

5.    Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date.

6.    From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement.

7.    This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed as of the Effective Date written below by their respective duly authorized officers on Schedule 1 hereto.

Schedule 1
to Assignment and Assumption

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

Credit Facility Assigned	Principal Amount Assigned	Commitment Percentage Assigned
Commitment	$__________	________._____________%
Multicurrency Commitment	$__________	________._____________%

[Name of Assignee] By: Name: Title:	[Name of Assignor] By: Name:     Title:
Accepted for Recordation in the Register and consented to: COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as Administrative Agent and an Issuing Bank By: Name: Title: By: Name: Title:	Consented To (if required by the Credit Agreement): SMITHFIELD FOODS, INC. By: Name: Title:

Exhibit B

BORROWING BASE CERTIFICATE

TO:    COÖPERATIEVE CENTRALE
RAIFFEISEN–BOERENLEENBANK B.A."RABOBANK NEDERLAND",
NEW YORK BRANCH, as administrative agent

c/o Corporate Services

Attn: Punam Gambhir

10 Exchange Place, 16th Floor

Jersey City, New Jersey 07302

Phone: 201-499-5322

Fax: 914-304-9327;

With a copy to:

Rabobank Nederland

13355 Noel Road, Suite 1000

Dallas, TX 75240-6645

United States of America

Attention James V. Kenwood

Telecopy (972) 419-6315

Telephone: (972) 419-5282

and each Lender

Ladies and Gentlemen:

This Borrowing Base Certificate as of _____________, 20__ is executed and delivered by SMITHFIELD FOODS, INC. (the "Company") to COÖPERATIEVE CENTRALE RAIFFEISEN–BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH (the "Administrative Agent"), pursuant to that certain Second Amended and Restated Credit Agreement (as amended, restated or otherwise modified, the "Credit Agreement") dated as of June 9, 2011, among the Company, the guarantors named therein, the Administrative Agent and the lenders named therein. All terms used herein shall have the meanings assigned to them in the Credit Agreement.

The Company represents and warrants to the Administrative Agent and the Lenders that all information contained herein is true, correct, and complete, and that the property included in the calculations below represents the property that qualifies for purposes of determining the Borrowing Base under the Credit Agreement. The Company also represents and warrants that all figures listed below or attached hereto have been calculated based on the provisions of the Credit Agreement.

The Company represents and warrants to the Administrative Agent and the Lenders that: (a) the representations and warranties of the Loan Parties contained in Article III of the Credit Agreement and contained in the other Loan Documents 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 of this Borrowing Base Certificate as if made on and as of the date hereof except to the extent that such representations and warranties speak to a specific date, and (b) no Default has occurred and is continuing (including any Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Notes Documents).

BORROWING BASE SUMMARY:
A.	Borrowing Base (as detailed from schedule 1)		$__________
B.	Total Commitment		$__________
C.	Lesser of Line A or Line B		$__________
D.	Aggregate Credit Exposure
	Revolving Loans	$______________
	Multicurrency Exposure	$______________
	Swingline Exposure	$______________
	LC Exposure	$______________
	Total		($__________)
E.	AVAILABILITY (Line C, less Line D)		$__________
In the event of any conflict between this Borrowing Base Certificate and the Credit Agreement, the Credit Agreement shall control.

Date:    __________, 20__.

Company:
SMITHFIELD FOODS, INC.
By:
	Name:
	Title:

Schedule 1

to

Borrowing Base Certificate

SMITHFIELD FOODS, INC.

BORROWING BASE

	Amount	Advance Rate		Amount Times Advance Rate
1.    Borrowing Base
(a)    Eligible Accounts	$__________	85	%	$__________
(b)    Eligible Inventory consisting of finished goods (valued at the lower of cost (determined on an average cost basis) or market value)	$__________	70	%	$__________
(c)    Eligible Inventory consisting of live animals (other than live sows) and work in process inventory (valued at the lower of cost (determined on a first in first out basis consistent with the Company's historical practices) or market value)	$__________	65	%	$__________
(d)    Eligible Inventory consisting of live sows (valued at historical cost (not to exceed $250 per sow) less accumulated depreciation and adjusted for impairment, if any)	$__________	50	%	$__________
(e)    Total cash deposits of the Loan Parties that are maintained in deposit accounts and subject to an agreement, in form and substance satisfactory to the Administrative Agent, granting control of all deposits and balances held in such deposit accounts to the Administrative Agent	$__________	100	%	$__________
(f)    All obligations of the Loan Parties that are secured by Liens or claims which encumber any property valued in the Borrowing Base, which Liens or claims have priority over the Liens of the Administrative Agent therein; provided, however, that reserves for PACA claims deducted when calculating the purchase price for Accounts sold under a Qualified Receivables Transaction shall not also be deducted from the Borrowing Base pursuant to this line (f)	$__________	100	%	($__________)
(g)    the amount of the Maturity Reserve	$__________	100	%	($__________)
(h)    Without duplication, Reserves established by the Administrative Agent in its Permitted Discretion	$__________	100	%	($__________)
2.    Borrowing Base (Total of line (a), (b), (c), (d), (e) minus line (f), (g) and (h)				$__________

EXHIBIT C

COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered pursuant to Section 5.01(c) of the Second Amended and Restated Credit Agreement, dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time the "Credit Agreement"), among SMITHFIELD FOODS, INC., the Guarantors from time to time parties thereto, the Lenders party thereto and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

1.    I am the duly elected, qualified and acting [Chief Financial Officer/Treasurer/Vice President, Finance] of the Company.

2.    I have reviewed and am familiar with the contents of this Certificate.

3.    I have reviewed the terms of the Credit Agreement and the other Loan Documents and have made or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Company during the accounting period covered by the financial statements attached hereto as Attachment 1 (the "Financial Statements"). Attached hereto as Attachment 2 are the reasonably detailed calculations showing the effects on such financial statements as if the Company's interest in the Unrestricted Subsidiaries was accounted for thereunder based on an equity method of accounting.

4.    The Financial Statements fairly present in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

5.    No Default has occurred during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default or an Event of Default [except as set forth below].

6.    Attached hereto as Attachment 3 are the reasonably detailed calculations demonstrating compliance (to the extent required) with the covenants set forth in Sections 6.13, 6.14, and 6.15 of the Credit Agreement.

7.    No change in GAAP or in the application thereof that applies to the Company or any of its consolidated Subsidiaries has occurred since the later of April __, 2011 and the date of the prior Certificate delivered pursuant to Section 5.01(c) of the Credit Agreement.

IN WITNESS WHEREOF, I have executed this Certificate this __ day of __________, 201_.

SMITHFIELD FOODS, INC.
By:
	Name:
	Title:

Attachment 1
to Compliance Certificate

[Attach Financial Statements]

Attachment 2
to Compliance Certificate

Calculation showing the effects on financial statements as if the Company's interest in the Unrestricted Subsidiaries was accounted for thereunder based on an equity method of accounting.

Attachment 3
to Compliance Certificate

The information described herein is as of ______, _______ and pertains to the period from _____, ____ to ____________, ____

		Compliance
1.     SECTION 6.13 – Capital Expenditure Limit
(a)    Applicable Yearly Limit
(i)    Dollar Limit	$_________
(ii)    Increase in Property, Plant and Equipment since fiscal year ended 2011 (not including Replacement Capacity Project)	$_________
(iii)    Yearly Limit (line (i) plus (ii))	$_________
(b)    Carryover Amount from prior fiscal year	$_________
(c)    Capital Expenditure Limit (line 1(a)(iii) plus line 1(b))	$_________
(d)    Actual Capital Expenditures for current fiscal year	$_________
(e)    Compliance: (line 1(d) must be less than line 1(c))		Yes	No
2.     SECTION 6.14 – Minimum Interest Coverage Ratio
(a)    Net Income for the period	$_________
(b)    Taxes based on income	$_________
(c)    Interest Expense	$_________
(d)    Depreciation and amortization expense	$_________
(e)    Non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory)	$_________
(f)    Total Net Income (line 2 (a) plus lines 2(b), 2(c), 2(d) and 2(e))	$_________
(g)    Without duplication and to the extent included in Net Income, cash payments made during such period in respect of non-cash charges described in line (e) in a prior period	($_________)
(h)    Without duplication and to the extent otherwise included in Net Income, cash distributions received from Unrestricted Subsidiaries and unconsolidated Joint Ventures to the extent such distributions were not made from operating earnings of such Unrestricted Subsidiaries and unconsolidated Joint Ventures	($_________)
(i)    EBITDA (line 2 (f) minus lines 2(g) minus line 2(h))	$_________

		Compliance
(j)    Total consolidated cash and non-cash interest expense	$_________
(k)    Deferred or accrued cash interest expense	$_________
(l)    Cash interest expense attributable to Capitalized Lease Obligations	$_________
(m)    Fees or interest paid to purchasers or lenders providing the financing in connection with a Qualified Receivables Transaction or a factoring or similar agreement, including any such amounts paid by discounting the face amount of receivables or participations therein transferred in connection with such a transaction, factoring agreement or other similar agreement (regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet)	$_________
(n)    To the extent included in the calculation of line 2 (j), amortization of debt discounts and debt issuance costs	($_________)
(o)     Non-cash interest expense arising as a result of convertible bond accounting adjustments	$_________
(p)    Consolidated Interest Expense (line 2 (j) plus line 2 (k), plus line 2 (l), plus line 2 (m) minus line 2(n) minus 2(o))	$_________
(q)    EBITDA to Consolidated Interest Expense Ratio (line 2 (i) divided by line 2 (p))	_____ to 1.00
(r)    Required Ratio for the four quarters than ended not more than	2.50 to 1.00	Yes	No
3.     SECTION 6.15 – Leverage Ratio
(a)    All obligations for borrowed money	$_________
(b)    All obligations evidenced by bonds, debentures, notes or similar instruments	$_________
(c)    All obligations under conditional sale or other title retention agreements relating to property acquired	$_________
(d)    All obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business which are not past due by more than 90 days, unless being contested in good faith by appropriate proceedings)	$_________
(e)    All Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired, whether or not the Indebtedness secured thereby has been assumed or are non-recourse	$_________
(f)    All Capital Lease Obligations of such Person	$_________

		Compliance
(g)    All liquidated reimbursement obligations of such Person arising as an account party in respect of letters of credit, letters of guaranty or similar arrangements and arising as a result of the accounts actual drawn thereunder	$_________
(h)    The aggregate outstanding amount of all the purchase prices paid to purchase Accounts under the Receivables Securitization	$_________
(i)    The amount of any Guarantee by any Loan Party of the Indebtedness of any Unrestricted Subsidiaries or Joint Venture	$_________
(j)    All Off-Balance Sheet Liabilities	$_________
(k)    The positive difference, if any, equal to (i) the amount of cash of the Company and its consolidated Restricted Subsidiaries on the balance sheet of the Company most recently delivered to the Administrative Agent pursuant to Section 5.01 minus (ii) $75,000,000	($_________)
(l)    Consolidated Funded Debt (sum of lines 3(a) through 3(j) minus line 3(k))	$_________
(m)    Consolidated Net Worth	$_________
(n)    Consolidated Capitalization (sum of line 3(l) plus line 3(m)	$_________
(o)    Has the Company declared a Trigger Quarter following an Acquisition or re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary?		Yes	No
(p)    If line 3(o) is no, Consolidated Funded Debt to Consolidated Capitalization ratio (line 3(l) divided by line 3(n))	_____ to 1.00
(q)    Required ratio	0.50 to 1.00	Yes	No
(r)    If line 3(o) is yes, the required ratio	_____ to 1.00	Yes	No

EXHIBIT D

JOINDER AGREEMENT

JOINDER AGREEMENT dated as of [________] (the "Joinder Agreement") made by [Insert Name of new Loan Party], a [State of Organization] [corporation, limited partnership or limited liability company] (the "Company"), for the benefit of the Lenders as such term is defined in that certain Second Amended and Restated Credit Agreement, dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among SMITHFIELD FOODS, INC., the Guarantors from time to time party thereto, the Lenders party thereto and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, capitalized terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

WITNESSETH

The Company is a [State of Organization] [corporation, limited partnership or limited liability company], and is a subsidiary of [Loan Party]. Pursuant to Section 5.14 of the Credit Agreement, the Company is required to execute this document as a newly [formed] [acquired] [material] subsidiary of [Loan Party].

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company hereby agrees as follows:

SECTION 1. Assumption and Joinder. The Company hereby expressly confirms that it hereby agrees to perform and observe each and every one of the covenants and agreements, and hereby assumes the obligations and liabilities, of a Loan Party under the Credit Agreement. By virtue of the foregoing, the Company hereby accepts and assumes any liability of a Loan Party related to each representation or warranty, covenant or obligation made by a Loan Party in the Credit Agreement, and hereby expressly affirms in all material respects, as of the date hereof, each of such representations, warranties, covenants and obligations as they apply to the Company.

(a)     Guarantee. All references to the term "Guarantor" in the Credit Agreement shall be deemed to be references to, and shall include, the Company, in each case as of the date hereof. The Company, as a Guarantor, hereby joins in and agrees to be bound by each and all of the provisions of the Credit Agreement, as of the date hereof, as a Guarantor thereunder with the same force and effect as if originally referred to therein as a Guarantor. In furtherance of the foregoing, the Company agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Guaranteed Obligations.

(b)    Collateral Documents. (i) All references to the term "Grantor" in the Security Agreement shall be deemed to be references to, and shall include, the Company as of the date hereof.

(ii)     The Company, as Grantor, hereby joins in and agrees to be bound by each and all of the provisions of the Security Agreement, as of the date hereof, with the same force and effect as if originally referred to therein as a Grantor.

(iii)     The Company, as Grantor, hereby pledges to the Administrative Agent all Collateral (as defined in the Security Agreement) owned by it to the extent not constituting Excluded Collateral (as defined in the Security Agreement). The Company, as Grantor, agrees that all such Collateral (other than Excluded Collateral) owned by it shall be considered to be part of the Collateral and shall secure the Secured Obligations.

(c)     Intercreditor Agreement. (i) All references to the term "Grantor" in the Intercreditor Agreement, or in any document or instrument executed and delivered or furnished, or to be executed and delivered or furnished, in connection therewith shall be deemed to be references to, and shall include, the Company as of the date hereof.

(ii)     The Company, as Grantor, hereby joins in and agrees to be bound by each and all of the provisions of the Intercreditor Agreement, as of the date hereof, with the same force and effect as if originally referred to therein as a Grantor.

SECTION 2. Representations and Warranties. The Company hereby represents and warrants to the Agents

and the Lenders as follows:

(a)     The Company has the requisite [corporate, partnership or limited liability company] power and authority to enter into this Joinder Agreement and to perform its obligations hereunder and under the Loan Documents to which it is a party. The execution, delivery and performance of this Joinder Agreement by the Company and the performance of its obligations hereunder and under the Loan Documents to which it is a party, have been duly authorized by all necessary [corporate, partnership or limited liability company] action, including the consent of shareholders, partners or members where required. This Joinder Agreement has been duly executed and delivered by the Company. This Joinder Agreement and the Loan Documents to which it is a party each constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)     The Company has delivered to the Administrative Agent supplements to the exhibits to the Security Agreement necessary to reflect the Collateral (as defined in the Security Agreement) owned by the Company.

SECTION 3. Binding Effect. This Joinder Agreement shall be binding upon the Company and shall inure to the benefit of the Lenders and their respective successors and assigns.

SECTION 4. GOVERNING LAW. THIS JOINDER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

SECTION 5. Counterparts. This Joinder Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original for all purposes, but all such counterparts taken together shall constitute but one and the same instrument. Any signature delivered by a party by facsimile or .pdf electronic transmission shall be deemed to be an original signature thereto.

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered by its duly authorized officer as of the date first above written.

[NAME OF COMPANY]
By:
	Name:
	Title:

EXHIBIT E

BORROWING REQUEST

Rabobank Nederland

c/o Attn: Punam Gambhir

10 Exchange Place, 16th Floor

Jersey City, New Jersey 07302

Phone: 201-499-5322

Fax: 914-304-9327;

With a copy to:

Rabobank Nederland

13355 Noel Road, Suite 1000

Dallas, TX 75240-6645

United States of America

Attention James V. Kenwood

Telecopy (972) 419-6315

Telephone: (972) 419-5282

____ , 201_

Ladies and Gentlemen:

Reference is made to the Second Amended and Restated Credit Agreement dated as of June 9, 2011 (as amended, modified, extended or restated prior to the date hereof, the "Credit Agreement"), among SMITHFIELD FOODS, INC. (the "Borrower"), the Guarantors from time to time party thereto, the Lenders party thereto and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made:

•    Aggregate amount of Borrowing:

•    Currency of Borrowing:

•    Date of Borrowing (which shall be a Business Day):

•    For Dollar Borrowings, type of Borrowing (ABR or Eurocurrency):

•    For Eurocurrency Borrowings, the Initial Interest period applicable thereto (as contemplated by the definition of "Interest Period" in the Credit Agreement):

•    Location and number of the Borrower's account to which funds are to be disbursed (as contemplated by Section 2.07 of the Credit Agreement):

(a)    Upon acceptance of the Loans made by the Lenders in response to this request, the Borrower requesting this Borrowing shall be deemed to have represented and warranted that (i) the conditions to lending specified in Section 4.02(a), (b) and (c) of the Credit Agreement have been satisfied and (ii) after giving effect to the Borrowing requested hereby, the Company will be in compliance with all restrictions on Indebtedness contained in the Covered Notes Documents.

SMITHFIELD FOODS, INC.
By:
	Name:
	Title:

EXHIBIT F

INTEREST ELECTION REQUEST

Pursuant to that certain Second Amended and Restated Credit Agreement dated as of June 9, 2011 (as amended, modified, extended or restated prior to the date hereof, the "Credit Agreement"); among SMITHFIELD FOODS, INC. (the "Company"), the Guarantors from time to time party thereto, the Lenders party thereto and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), this represents Company's request to convert or continue Loans originally dated as of _____________, ____ with an aggregate principal amount of$/€__________ (the "Original Borrowing") as follows:

1.    Effective Date of conversion/continuation (which shall be a Business Day):

2.    Amount of Borrowing being converted/continued: $/€

3.     Class of Borrowing being converted/continued: Revolving Borrowing

4.     Nature of conversion/continuation:

[ ]    a.    Conversion of ABR Borrowing to Eurocurrency Borrowing
Specify portion of Original Borrowing to be allocated to such resulting Eurocurrency Borrowing, if applicable:
$

[ ]    b.    Conversion of Eurocurrency Borrowing to ABR Borrowing
Specify portion of Original Borrowing to be allocated to such resulting ABR Rate Borrowing, if applicable:
$

[ ]    c.    Continuation of Eurocurrency Borrowing as such
Specify portion of Original Borrowing to be allocated to such continuation of Eurocurrency Borrowing, if applicable:
$/£/€

5.     If Borrowings are being continued as or converted to Eurocurrency Borrowings, the duration of the new Interest Period (as contemplated by the definition of "Interest Period" in the Credit Agreement) that commences on the conversion/continuation date: ___________________________month(s)

In the case of a conversion to or continuation of Eurocurrency Borrowings, the Company certifies that no Event of Default has occurred and is continuing under the Credit Agreement.

DATED:    

SMITHFIELD FOODS, INC.
By:
	Name:
	Title:

EXHIBIT G-1

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among SMITHFIELD FOODS, INC. (the "Borrower"), the guarantors from time to time parties thereto, the Lenders party thereto, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the "Code"), (iii) it is not a ten percent shareholder of the Borrower within the meaning of Code Section 871 (h)(3)(B), (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned's conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date: _____________, 20[ ]

EXHIBIT G-2

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among SMITHFIELD FOODS, INC. (the "Borrower"), the guarantors from time to time parties thereto, the Lenders party thereto, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s» in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 88l(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the "Code"), (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Code Section 871(h)(3)(B), (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881 (c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date: ____________, 201_

EXHIBIT G-3

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among SMITHFIELD FOODS, INC. (the "Borrower"), the guarantors from time to time parties thereto, the Lenders party thereto, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 88 I (c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the "Code"), (iii) it is not a ten percent shareholder of the Borrower within the meaning of Code Section 871 (h)(3)(B), (iv) it is not a controlled foreign corporation related to the Borrower as described in Section

881 (c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned's conduct of a U.S. trade or business.

The undersigned has furnished its participating Foreign Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Foreign Lender in writing and (2) the undersigned shall have at all times furnished such Foreign Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date:____________, 201_

EXHIBIT G-4

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among SMITHFIELD FOODS, INC. (the "Borrower"), the guarantors from time to time parties thereto, the Lenders party thereto, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the "Code"), (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Code Section 871 (h)(3)(B), (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business.

The undersigned has furnished its participating Foreign Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Foreign Lender and (2) the undersigned shall have at all times furnished such Foreign Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ____________, 201_

EXHIBIT H

INCREASED COMMITMENT SUPPLEMENT

This INCREASED COMMITMENT SUPPLEMENT(this "Supplement") is dated as of ____________, 201_ and entered into by and among SMITHFIELD FOODS, INC., (the "Company"), each of the banks or other lending institutions which is a signatory hereto (individually, a "Lender" and, collectively, the "Lenders"), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Administrative Agent and is made with reference to that certain Second Amended and Restated Credit Agreement dated as of June 9, 2011 by and among the Company, the guarantors from time to time parties thereto, the banks and other lending institutions named therein and the Administrative Agent (as the same may be amended from time to time, the "Credit Agreement"). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

WHEREAS, pursuant to Section 2.09 of the Credit Agreement, the Loan Parties and the Lenders are entering into this Supplement to provide for the increase of the Total Commitment;

WHEREAS, each Lender [party hereto and already a party to the Credit Agreement] wishes to increase its Commitment and [its Multicurrency Commitment] [, and each Lender, to the extent not already a Lender party to the Credit Agreement (herein a "New Lender"), wishes to become a Lender party to the Credit Agreement]; and

WHEREAS, the Lenders are willing to agree to supplement the Credit Agreement in the manner provided herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. Increase in Commitments. Subject to the terms and conditions hereof, each Lender severally agrees that (i) its Commitment shall be increased to [or in the case of a New Lender, shall be] the amount set forth opposite its name on the signature pages hereof and (ii) its Multicurrency Commitment shall be increased to [or in the case of a New Lender, shall be] the amount set forth opposite its name on the signature pages hereof. After giving effect to the increases contemplated hereby, the Commitment Schedule would read as set forth on the Commitment Schedule attached hereto.

Section 2. [New Lenders. Each New Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered under Section 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it is a "Lender" under the Loan Documents and will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender; and (v) attaches executed counterparts of any U.S. Internal Revenue Service or other forms required under the Credit Agreement.]

Section 3. New Notes. To the extent requested pursuant to Section 2.10 of the Credit Agreement, the Company agrees to execute and deliver to each Lender a new promissory note in the amount of such Lender's Commitment after giving effect to this Supplement, each such promissory note payable to a Lender already party to the Credit Agreement to be delivered in modification of, but not in extinguishment of the indebtedness evidenced by, any promissory note previously payable to such Lender (each herein a "Prior Note"). Each of the parties hereto hereby acknowledges and agrees that each such new promissory note is a promissory note for all purposes under the Credit Agreement and the

other Loan Documents and that the loans evidenced by such promissory notes shall constitute Loans for all purposes under the Credit Agreement and the other Loan Documents. Each Lender agrees to promptly return to the Company the Prior Note payable to such Lender (if any) upon its receipt of a new promissory note under the terms of this Section 3.

Section 4. Representations and Warranties. In order to induce the Lenders to enter into this Supplement and to supplement the Credit Agreement in the manner provided herein, the Company represents and warrants to Administrative Agent and each Lender that (a) this Supplement and any promissory notes executed pursuant hereto are Loan Documents as defined in the Credit Agreement; (b) before and after giving effect to the increase in the Commitments contemplated hereby, (i) the representations and warranties contained in Article III of the Credit Agreement and contained in the other Loan Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to "materiality" or "Material Adverse Effect" is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (ii) no Default shall exist (including any Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Notes Documents); and (d) as of the date of its execution of this Supplement there are no claims or offsets against or defenses or counterclaims to its obligations under the Loan Documents.

Section 5. Effect of Supplement. The terms and provisions set forth in this Supplement shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and except as expressly modified and superseded by this Supplement, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The Company, the Administrative Agent, and the Lenders party hereto agree that the Credit Agreement as supplemented hereby and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Each of the Loan Documents, including the Credit 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 Credit Agreement as supplemented hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.

Section 6. Fees and Expenses. The Loan Parties each acknowledge that all costs, fees and expenses as described in Section 9.03 of the Credit Agreement incurred by the Administrative Agent and its counsel with respect to this Supplement and the documents and transactions contemplated hereby shall be for the account of the Loan Parties.

Section 7. Applicable Law. This Supplement and the other Loan Documents and the rights and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the law of the State of New York without regard to conflicts of laws principles.

Section 8. Counterparts, Effectiveness. This Supplement may be executed in any number of counterparts, by different parties hereto in separate counterparts and on telecopy counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Supplement shall become effective upon the execution of a counterpart hereof by the Loan Parties, the Administrative Agent and the Lenders and receipt by the Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

Section 9. Entire Agreement. This Supplement and all other instruments, documents and agreements executed and delivered in connection with this Supplement 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 Supplement, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto.

Section 10. Survival. All representations and warranties made in this Supplement or any other Loan Document including any Loan Document furnished in connection with this Supplement shall survive the execution and delivery of this Supplement and the other Loan Documents, and no investigation by Administrative Agent or any Lender or

any closing shall affect the representations and warranties or the right of Administrative Agent or any Lender to rely upon them.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

SMITHFIELD FOODS, INC.
By:
	Name:
	Title:

	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Administrative Agent
	By:
		Name:
		Title:
	By:
		Name:
		Title:
New Total Commitment:	[LENDER],
$
	By:
		Name:
		Title:
New Total Commitment:	[NEW LENDER],
$
	By:
		Name:
		Title:

Each of the undersigned Loan Parties: (i) consents and agrees to this Supplement; (ii) agrees that the Loan Documents to which it is a party are in full force and effect and continue to be its legal, valid and binding obligations enforceable in accordance with their respective terms; and (iii) agrees that the obligations, indebtedness and liabilities of the Company arising as a result of the increase in the Commitments and Multicurrency Commitments contemplated hereby are "Obligations" and "Secured Obligations" guaranteed and secured by the Loan Documents to which it is a party.

[Add Loan Parties],
By:
	Name:
	Title:

Schedule 1.01A

to

Smithfield Foods, Inc.

Second Amended and Restated Credit Agreement

Commitment Schedule

Lender	Total Commitment		Multicurrency Commitment
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch	$	74,000,000.00	$	16,204,379.55
Barclays Bank PLC	$	60,000,000.00	$	13,138,686.13
AgFirst Farm Credit Bank	$	95,000,000.00	$	20,802,919.71
Goldman Sachs Bank USA	$	45,000,000.00	$	9,854,014.60
Bank of Montreal	$	45,000,000.00	$	9,854,014.60
Morgan Stanley Bank, N.A.	$	37,500,000.00	$	8,211,678.83
Morgan Stanley Senior Funding, Inc.	$	7,500,000.00	$	1,642,335.77
CoBank, ACB	$	45,000,000.00	$	9,854,014.60
JPMorgan Chase Bank, N. A.	$	45,000,000.00	$	9,854,014.60
Societe Generale	$	40,000,000.00	$	8,759,124.09
U.S. Bank National Association	$	35,000,000.00	$	7,664,233.58
AgStar Financial Services, PCA	$	32,000,000.00	$	—
Northwest Farm Credit Services, PCA	$	32,000,000.00	$	—
Bank of America, N.A.	$	30,000,000.00	$	6,569,343.07
United FCS, PCA d/b/a FCS Commercial Finance Group	$	25,000,000.00	$	—
Farm Credit Services of Mid-America, PCA	$	25,000,000.00	$	—
Sovereign Bank	$	25,000,000.00	$	5,474,452.55
ING Capital LLC	$	22,000,000.00	$	4,817,518.25
Credit Agricole Corporate and Investment Bank	$	22,000,000.00	$	4,817,518.25
Compass Bank	$	22,000,000.00	$	4,817,518.25
Farm Credit Services of America, PCA	$	22,000,000.00	$	—
Credit Suisse AG, Cayman Islands Branch	$	20,000,000.00	$	4,379,562.04
Farm Credit Services of the Mountain Plains, PCA	$	20,000,000.00	$	—
1st Farm Credit Services, PCA	$	18,000,000.00	$	—
GreenStone Farm Credit Services, ACA/FLCA	$	18,000,000.00	$	—
Farm Credit West, PCA	$	18,000,000.00	$	—
U. S. AgBank, FCB	$	15,000,000.00	$	—
FCS Financial, PCA	$	15,000,000.00	$	—
General Electric Capital Corporation	$	15,000,000.00	$	3,284,671.53
TOTAL	$925,000,000.00		$150,000,000.00

Schedule 1.01B

to

Smithfield Foods, Inc.

Second Amended and Restated Credit Agreement

Mortgages from the Existing Credit Agreement

Mortgagor	Date	Jurisdiction	File Date	Recording Information
NORTH SIDE FOODS CORP., a Delaware corporation	16-Oct-09	Forsyth, GA	2-Nov-09	Book 5558, Pages 603-626
Patrick Cudahy, Incorporated, a Delaware corporation	16-Oct-09	Sioux, IA	4-Dec-09	File 2009, Card 8443
Armour-Eckrich Meats LLC, a Delaware limited liability company	16-Oct-09	Cerro Gordo, IA	7-Dec-09	Document No. 2009-9554
Farmland Foods, Inc., a Delaware corporation	16-Oct-09	Crawford, IA	4-Dec-09	Fee Book 2009-3062
JOHN MORRELL & CO., a Delaware corporation	16-Oct-09	Woodbury, IA	4-Dec-09	Roll 707, Images 4610-4638
ARMOUR-ECKRICH MEATS LLC, a Delaware limited liability company	16-Oct-09	Kane, IL	17-Nov-09	Instrument No. 2009RO85383
FARMLAND FOODS, INC., a Delaware corporation	16-Oct-09	Warren, IL	4-Nov-09	No. 2009R-2587
ARMOUR-ECKRICH MEATS LLC, a Delaware limited liability company	16-Oct-09	Kane, IL	17-Nov-09	No. 2009R085383
ARMOUR-ECKRICH MEATS, LLC, a Delaware limited liability company	16-Oct-09	Miami, IN	28-Oct-09	No. 20090524328
ARMOUR-ECKRICH MEATS LLC, a Delaware limited liability company	16-Oct-09	Geary, KS	29-Oct-09	Mortgage Book 199, Pages 1985-2006
FARMLAND FOODS, INC., a Delaware corporation	16-Oct-09	Geary, KS	30-Oct-09	Document No./FLM - Page: 29100961
THE SMITHFIELD PACKING COMPANY, INCORPORATED, a Delaware corporation	16-Oct-09	Bell, KY	4-Nov-09	Mortgage Book 287, Page 362
THE SMITHFIELD PACKING COMPANY, INCORPORATED, a Delaware corporation	16-Oct-09	Carter, KY	5-Nov-09	OR 244, Page 851 (original) OR 244, Page 456 (Amended and Restated) OR 248, Page 478 (Re-recorded)
JOHN MORRELL & CO., a Delaware corporation	16-Oct-09	Hampden, MA	1-Dec-09	Book 18099 Page 301, Document No. 80821
The Smithfield Packing Company, Incorporated, a Delaware corporation	16-Oct-09	Prince George's, MD	5-Nov-09	Book 31124 Page 407
ARMOUR-ECKRICH MEATS LLC, a Delaware limited liability company	16-Oct-09	Watowan, MN	29-Oct-09	Document No. 212476, Re-Record 11/4/09, Document No. 212517
Farmland Foods, Inc., a Delaware corporation	16-Oct-09	Jackson, MO	28-Oct-09	Instrument No. 2009E0108257
Farmland Foods, Inc., a Delaware corporation	16-Oct-09	Sullivan, MO	28-Oct-09	Instrument No. 200900982
THE SMITHFIELD PACKING COMPANY, INCORPORATED, a Delaware corporation	16-Oct-09	Wilson, NC	29-Oct-09	Book 2385, Pages 124-148
The Smithfield Packing Company, Incorporated, a Delaware corporation	16-Oct-09	Lenoir, NC	5-Nov-09	Book 1588, Pages 799-821
THE SMITHFIELD PACKING COMPANY, INCORPORATED, a Delaware corporation	16-Oct-09	Johnston, NC	4-Nov-09	Book 3776, Pages 718-748; Instrument No. 2009269919
The Smithfield Packing Company, Incorporated, a Delaware corporation	16-Oct-09	Sampson, NC	6-Nov-09	Book 01756, Page 0438 Instrument No. 06294
The Smithfield Packing Company, Incorporated, a Delaware corporation	16-Oct-09	Bladen, NC	6-Nov-09	Book 0655, Page 159 Instrument No. 03292
FARMLAND FOODS, INC., a Delaware corporation (as successor-by-name-change to KC Acquisition, Inc.	16-Oct-09	Saline, NE	28-Oct-09	Book 371, Page 692 Instrument No. 2009-00911
ARMOUR-ECKRICH MEATS LLC, a Delaware limited liability company	16-Oct-09	Saline, NE	27-Oct-09	No. 2009115754
FARMLAND FOODS, INC., a Delaware corporation	16-Oct-09	Lancaster, NE	4-Nov-09	No. 2009059009
FARMLAND DISTRIBUTION, INC.	16-Oct-09	Saline, NE	4-Nov-09	Book 371, Page 846-869 No. 2009-00948
JOHN MORRELL & CO., a Delaware corporation	16-Oct-09	Hamilton, OH	4-Nov-09	OR 11281, Page 363

NORTH SIDE FOODS CORP., a Delaware corporation	16-Oct-09	Westmoreland, PA	30-Oct-09	No. 200910300043548
JOHN MORRELL & CO., a Delaware corporation	16-Oct-09	Minnehaha, SD	12-Nov-09	Book 1640, Page 527
JOHN MORRELL & CO., a Delaware corporation	16-Oct-09	Minnehaha, SD	12-Nov-09	Book 1640, Page 527
THE SMITHFIELD PACKING COMPANY, INCORPORATED, a Delaware corporation	16-Oct-09	Portsmouth, VA	30-Oct-09 02-Nov-09	Get for CP 0900-12507
THE SMITHFIELD PACKING COMPANY, INCORPORATED, a Delaware corporation	16-Oct-09	Isle of Wight, VA	9-Nov-09	Instrument No. 090006454
PATRICK CUDAHY INCORPORATED, a Delaware corporation	16-Oct-09	Milwaukee, WI	30-Oct-09	Document No. 09809867
Brown's Realty Partnership	11-Nov-09	Bladen, NC	12/2/2009	Book 00656, Page 0500, Instrument No. 03566
Brown's Realty Partnership, a North Carolina general partnership	11-Nov-09	Columbus, NC	1-Dec-09	Book RB 974, Pages 375-398
Murphy-Brown LLC, a Delaware limited liability company, successor by merger to Murphy Farms LLC, a Delaware limited liability company, successor by merger to Murphy Farms, Inc., a North Carolina corporation	11-Nov-09	Anson, NC	2-Dec-09	Book 928, Page 0080
Murphy-Brown LLC, a Delaware limited liability company, successor by merger to Murphy Farms LLC, a Delaware limited liability company, successor by merger to Murphy Farms, Inc., a North Carolina corporation	11-Nov-09	Bladen, NC	2-Dec-09	Book 00656, Page 0647
Brown's Realty Partnership, a North Carolina general partnership	11-Nov-09	Robeson, NC	1-Dec-09	Instrument 2009010142, Book D1745, Pages 537-563
Carroll's Realty Partnership, a NC partnership	11-Nov-09	Richmond, NC	2-Dec-09	Book 1521, Page 211(23) Note: 2 Mortgages recorded against this Farm, apparently in error.
Murphy-Brown LLC, a Delaware limited liability company, successor by merger to Murphy Farms LLC, a Delaware limited liability company, successor by merger to Murphy Farms, Inc., a North Carolina corporation	11-Nov-09	Cumberland, NC	1-Dec-09	Book 08296, Page 0290
Carroll's Realty Partnership, a North Carolina general partnership	11-Nov-09	Scotland, NC	2-Dec-09	File No. 2009-00002977, Book 1252, Pages 42-81
Carroll's Realty Partnership, a North Carolina general partnership	11-Nov-09	Dillon, SC	1-Dec-09	Book 687, Page 246
Carroll's Realty Partnership, a North Carolina general partnership	11-Nov-09	Robeson, NC	1-Dec-09	Book D1745, Pages 603-639, Instrument No. 2009010144
Carroll's Realty Partnership, a North Carolina general partnership	11-Nov-09	Hoke, NC	2-Dec-09	Book 00883, Page 0209, Instrument No. 08535
Murphy-Brown LLC, successor by merger to Murphy Farms LLC, a DE LLC successor by merger to Murphy Farms, Inc., a North Carolina corporation	11-Nov-09	Scotland, NC	2-Dec-09	File No. 2009-00002981 Book1252, Pages 118-143
Murphy-Brown LLC, a Delaware limited liability company, successor by merger to Murphy Farms LLC, a Delaware limited liability company	11-Nov-09	Wayne, IL	4-Dec-09	Instrument No. 2010-0049
Murphy-Brown LLC, successor by merger to Quarter M Farms LLC, a DE LLC	11-Nov-09	Beaver, OK	3-Dec-09	Book 1219, Page(s) 0768-0796
Murphy-Brown LLC, successor by merger to Murphy Farms LLC, a DE LLC successor by merger to Murphy Farms, Inc., a North Carolina corporation	11-Nov-09	Vernon, MO	2-Dec-09	Book 518, Page 224, Instrument No. 2009R75793
Parcel A: Murphy Brown LLC, successor by merger with Murphy of Iowa, Inc.  Parcel 1 & 2: Murphy-Brown LLC, a Delaware limited liability company, successor by merger to Murphy Farms, LLC, a Delaware limited liability company, successor by merger to Murphy Farms, Inc., a North Carolina corporation  Parcel 6: Murphy-Brown LLC	11-Nov-09	Kossuth, IA	1-Dec-09	Book 2009, Page 4660

Murphy-Brown LLC, successor by merger to Murphy Farms LLC, a DE LLC successor by merger to Murphy Farms, Inc., a North Carolina corporation	11-Nov-09	Harper, OK	2-Dec-09	Book 0654, Page 357
Murphy-Brown LLC, successor by merger to Murphy Farms LLC, a DE LLC successor by merger to Murphy Farms, Inc., a North Carolina corporation	11-Nov-09	Ellis, OK	3-Dec-09	Book 0792, Page 969
Murphy-Brown LLC, a Delaware limited liability company, successor by merger to Murphy Farms LLC, a Delaware limited liability company, successor by merger to Murphy Farms, Inc. a North Carolina corporation	11-Nov-09	Ames, IA	1-Dec-09	Instrument 2009-00014487
Murphy-Brown LLC, a Delaware limited liability company, successor by merger to Quarter M Farms, LLC, successor by merger to Quarter M Farms, Inc.	11-Nov-09	Pender, NC	2-Dec-09	Book 3712, Page 0297
Murphy-Brown, LLC, a Delaware limited liability company, successor by merger to Quarter M Farms, LLC, successor by merger to Marc & Stratton Farms, Inc., successor by merger to Quarter M Farms, Inc.	11-Nov-09	Sampson, NC	2-Dec-09	Book 01758, Page 0297, Instrument No. 06705
Murphy-Brown LLC, a Delaware limited liability company, successor by merger to Quarter M Farms, LLC, successor by merger to Marc & Stratton Farms, Inc., successor by merger to Quarter M Farms, Inc.	11-Nov-09	Duplin, NC	2-Dec-09	Book 1664, Page 0844
Murphy-Brown LLC, a Delaware limited liability company, successor by merger to Murphy Farms LLC, a Delaware limited liability company, successor by merger to Murphy Farms, Inc., a North Carolina corporation	11-Nov-09	Greene, NC	1-Dec-09	Book 0642, Page 0499
Smithfield-Carroll's Farms, a Virginia general partnership	11-Nov-09	Sussex, VA	2-Dec-09	Book 253, Page 671
Murphy-Brown LLC, a Delaware LLC, successor by merger with Brown's Farms, LLC	11-Nov-09	Marion, SC	1-Dec-09	Instrument No. 200900024644, Vol 106, Page 82-102
Carroll's Realty Partnership, a North Carolina general partnership	11-Nov-09	Duplin, NC	2-Dec-09	Book 1664, Page 0730
Murphy-Brown LLC	11-Nov-09	O'Brien, IA	1-Dec-09	Instrument 2009-3308
Murphy-Brown LLC	11-Nov-09	Clay, IA	1-Dec-09	Book 2009, Page 3808
Murphy-Brown LLC, a DE LLC pursuant to Certificate of Merger of M-B Farms Sub, LLC, a DE LLC and into Murphy-Brown LLC, a DE LLC, with the Delaware Secretary of State January 2, 2008	11-Nov-09	Edgecombe, NC	1-Dec-09	Book 1545, Page 1157-1182
Brown's Realty Partnership, a NC partnership	11-Nov-09	Jones, NC	1-Dec-09	Book 340, Page 375
Brown's of Carolina, Inc., a NC corp., succeeded by merger w/ Brown's of Carolina LLC, a DE LLC, n/k/a Brown's Realty Partnership, a NC general partnership	11-Nov-09	Sampson, NC	2-Dec-09	Book 01758, Page 0083
Brown's Realty Partnership, a NC general partnership	11-Nov-09	Duplin, NC	2-Dec-09	Book 1664, Page 0657
Murphy-Brown LLC, a DE LLC	11-Nov-09	Robeson, NC	1-Dec-05	Book D1745 Pages 487-508 Instrument No. 2009010140
Carroll's Realty Partnership, a North Carolina general partnership	11-Nov-09	Bladen, NC	2-Dec-09	Book 00656, Page 0561
Carroll's Realty Partnership, a North Carolina general partnership	11-Nov-09	Pender, NC	2-Dec-09	Book 3713, Page 0073
Brown's Realty Partnership, a NC general partnership	11-Nov-09	Pender, NC	2-Dec-09	Book 3713, Page 0001
Murphy-Brown, LLC	11-Nov-09	Halifax, NC	1-Dec-09	Instrument No. 200900005319, Book 2299, Pages 641-664
Smithfield-Carroll's Farms, a Virginia partnership	11-Nov-09	Hertford, NC	1-Dec-09	Book 718, Page 829(27)
Smithfield-Carroll's Farms, a Virginia partnership	11-Nov-09	Northampton, NC	1-Dec-09	Book 00936, Page 0682
Smithfield-Carroll's Farms, a Virginia partnership	11-Nov-09	Bertie, NC	1-Dec-09	Book 0898, Page 0383
Smithfield-Carroll's Farms, a Virginia partnership	11-Nov-09	Isle of Wight, VA	1-Dec-09	Instrument No. 090006757
Smithfield-Carroll's Farms, a VA general partnership	11-Nov-09	Southampton, VA	2-Dec-09	Instrument No. 090003653, Page 28
Smithfield-Carroll's Farms, a VA general partnership	11-Nov-09	Surry, VA	1-Dec-09	Book 236, Page 776
Smithfield-Carroll's Farms, a Virginia partnership	11-Nov-09	Warren, NC	1-Dec-09	Book 00897, Page 0721
Smithfield-Carroll's Farms, a VA general partnership	11-Nov-09	Halifax, NC	1-Dec-09	Instrument No. 200900005321, Book 2299, Pages 690-713

Murphy-Brown LLC, a DE LLC	11-Nov-09	Craven, NC	1-Dec-09	Book 2875, Page 785
Carroll's Realty Partnership, a North Carolina general partnership	11-Nov-09	Sampson, NC	2-Dec-09	Book 01758, Pages 0171-0227, Instrument No. 06698
Murphy-Brown LLC, a Delaware limited liability company	11-Nov-09	Harnett, NC	2-Dec-09	Book 2694, Pages 888, Instrument No. 2009018247

Schedule 2.01

to

Smithfield Foods, Inc.

Second Amended and Restated Credit Agreement

Existing Letters of Credit

LC Name	Pricing Option	Borrower	Current Amount	Original Amount	CCY	Effective Date	Actual Expiry
S-763241	Standby Letter of Credit	SMITHFIELD FOODS INC	69,811,751.00	88,013,463	USD	2-Jul-09	1-Jun-12
S-754040	Standby Letter of Credit	SMITHFIELD FOODS INC	12,670,000	12,670,000	USD	2-Jul-09	1-Jun-12
S-763240	Standby Letter of Credit	SMITHFIELD FOODS INC	2,585,500	2,585,500	USD	2-Jul-09	1-Jun-12
S-763244	Standby Letter of Credit	SMITHFIELD FOODS INC	179,000	179,000	USD	15-Jul-09	1-Jun-12
S-763246	Standby Letter of Credit	SMITHFIELD FOODS INC	846,000	1,189,000	USD	2-Jul-09	1-Jun-12
S-775748	Standby Letter of Credit	SMITHFIELD FOODS INC	50,000,000	65,000,000	USD	2-Jul-09	30-Jun-11
S-820212	Standby Letter of Credit	SMITHFIELD FOODS INC	24,997,470.69	24,997,470.69	USD	25-Mar-10	25-Mar-12
S-931981	Standby Letter of Credit	JOHN MORRELL & COMPANY	210,000	210,000.00	USD	27-May-11	25-May-12
S-941983	Standby Letter of Credit	SMITHFIELD FOODS INC.	4,500,000.00	4,500,000.00	USD	27-May-11	25-May-12
S-941984	Standby Letter of Credit	SMITHFIELD FOODS INC.	1,250,000	1,250,000	USD	27-May-11	25-May-12

Schedule 3.06

to

Smithfield Foods, Inc.

Second Amended and Restated Credit Agreement

Disclosed Matters

Part A

Litigation

A.    MISSOURI LITIGATION

Premium Standard Farms, LLC ("PSF") is a wholly-owned indirect subsidiary of Smithfield Foods, Inc. acquired on May 7, 2007. In 2002, lawsuits based on the law of nuisance were filed against PSF and Continental Grain Company ("CGC") in the Circuit Court of Jackson County, Missouri entitled Steven Adwell, et al. v. PSF, et al. and Michael Adwell, et al. v. PSF, et al. In November 2006, a jury trial involving six plaintiffs in the Adwell cases resulted in a jury verdict of compensatory damages for those six plaintiffs in the amount of $750,000 each for a total of $4.5 million. The jury also found that CGC and PSF were liable for punitive damages; however, the parties agreed to settle the plaintiffs' claims for the amount of the compensatory damages, and the plaintiffs waived punitive damages.

On March 1, 2007, the court severed the claims of the remaining Adwell plaintiffs into separate actions and ordered that they be consolidated for trial by household. In the second Adwell trial, a jury trial involving three plaintiffs resulted in a jury verdict in December 2007 in favor of PSF and CGC as to all claims. On July 8, 2008, the court reconsolidated the claims of the remaining 49 Adwell plaintiffs for trial by farm.

On March 4, 2010, a jury trial involving 15 plaintiffs who live near Homan farm resulted in a jury verdict of compensatory damages for the plaintiffs for a total of $11,050,000. Thirteen of the Homan farm plaintiffs received damages in the amount of $825,000 each. One of the plaintiffs received damages in the amount of $250,000, while another plaintiff received $75,000. The Court of Appeals of Missouri (Western District) denied defendants' appeal, and defendants will be filing an Application for Transfer of the appeal to the Missouri Supreme Court. The Company believes that there are substantial grounds for reversal of the verdict on appeal. Pursuant to a pre-existing arrangement, PSF is obligated to indemnify CGC for certain liabilities, if any, resulting from the Missouri litigation, including any liabilities resulting from the foregoing verdict.

The next Adwell trial, which will resolve the claims of up to 28 plaintiffs who live near Scott Colby farm is currently scheduled to commence on August 1, 2011.

In March 2004, the same attorneys representing the Adwell plaintiffs filed two additional nuisance lawsuits in the Circuit Court of Jackson County, Missouri entitled Fred Torrey, et al. v. PSF, et al. and Doyle Bounds, et al. v. PSF, et al. There are seven plaintiffs in both suits combined, each of whom claims to live near swine farms owned or under contract with PSF. Plaintiffs allege that these farms interfered with the plaintiffs' use and enjoyment of their respective properties. Plaintiffs in the Torrey suit also allege trespass.

In May 2004, two additional nuisance suits were filed in the Circuit Court of Daviess County, Missouri entitled Vernon Hanes, et al. v. PSF, et al. and Steve Hanes, et al. v. PSF, et al. Plaintiffs in the Vernon Hanes case allege nuisance, negligence, violation of civil rights, and negligence of contractor. In addition, plaintiffs in both the Vernon and Steve Hanes cases assert personal injury and property damage claims. Plaintiffs seek recovery of an unspecified amount of compensatory and punitive damages, costs and attorneys' fees, as well as injunctive relief. On March 28, 2008, plaintiffs in the Vernon Hanes case voluntarily dismissed all claims without prejudice. A new petition was filed by the Vernon Hanes plaintiffs on April 14, 2008, alleging nuisance, negligence and trespass against six defendants, including PSF. The Company filed a Motion for Summary Judgment seeking its dismissal from the Vernon Hanes case, which was granted by the Court on September 1, 2010. Trial for the remaining claims is scheduled to commence on June 2, 2010.

Also in May 2004, the same lead lawyer who filed the Adwell, Bounds and Torrey lawsuits filed a putative class action lawsuit entitled Daniel Herrold, et al. and Others Similarly Situated v. ContiGroup Companies, Inc., PSF, and PSF Group Holdings, Inc. in the Circuit Court of Jackson County, Missouri. This action originally sought to create a class of plaintiffs living within ten miles of PSF's farms in northern Missouri, including contract grower farms, who were alleged to have suffered interference with their right to use and enjoy their respective properties. On January 22, 2007, plaintiffs in the Herrold case filed a Second Amended Petition in which they abandoned all class action allegations and efforts to certify the action as a class action and added an additional 193 named plaintiffs to join the seven prior class representatives to pursue a one count claim to recover monetary damages, both actual and punitive, for temporary nuisance. On June 28, 2007, the court entered an order granting defendants' motion to transfer venue to the northern Missouri counties in which the alleged injuries occurred. As a result of those rulings, the claims of all but seven of the plaintiffs have been transferred to the appropriate venues in northern Missouri.

Following the initial transfers, plaintiffs filed motions to transfer each of the cases back to Jackson County. Those motions were denied in all nine cases, but seven cases were transferred to neighboring counties pursuant to Missouri's venue rules. Following all transfers, Herrold cases were pending in Chariton, Clark, DeKalb, Harrison, Jackson, Linn, and Nodaway counties. Plaintiffs agreed to file Amended Petitions in all cases except Jackson County; however, Amended Petitions have been filed in only Chariton, Clark, Harrison, Linn and Nodaway counties. In the Amended Petitions filed in Chariton on April 30, 2010 and in Linn on May 13, 2010, plaintiffs added claims of negligence and also claim that defendants are liable for the alleged negligence of several contract grower farms. Pursuant to notices of dismissal filed by plaintiffs on January 27, February 23 and April 10, 2009, all cases in Nodaway County have been dismissed. Discovery is now proceeding in the remaining cases where Amended Petitions have been filed.

In February 2006, the same lawyer who represents the plaintiffs in Hanes filed a nuisance lawsuit entitled Garold McDaniel, et al. v. PSF, et al. in the Circuit Court of Daviess County, Missouri. In the Second Amended Petition, which was filed on February 2008, plaintiffs seek recovery of an unspecified amount of compensatory and punitive damages, costs and injunctive relief. Two of the four plaintiffs settled their claims; PSF purchased their property for $285,000 in exchange for a full release. A third plaintiff is deceased, leaving a single plaintiff in the case. The remaining parties are conducting discovery, and no trial date has been set.

In May 2007, the same lead lawyer who filed the Adwell, Bounds, Herrold and Torrey lawsuits filed a nuisance lawsuit entitled Jake Cooper, et al. v. Smithfield Foods, Inc., et al. in the Circuit Court of Vernon County, Missouri. Murphy-Brown, LLC, Murphy Farms, LLC, Murphy Farms, Inc. and we have all been named as defendants. The other seven named defendants include Murphy Family Ventures, LLC, DM Farms of Rose Hill, LLC, and PSM Associates, LLC, which are entities affiliated with Wendell Murphy, a director of ours, and/or his family members. Initially there were 13 plaintiffs in the lawsuit, but the claims of two plaintiffs were voluntarily dismissed without prejudice. All remaining plaintiffs are current or former residents of Vernon and Barton Counties, Missouri, each of whom claims to live or have lived near swine farms presently or previously owned or managed by the defendants. Plaintiffs allege that odors from these farms interfered with the use and enjoyment of their respective properties. Plaintiffs seek recovery of an unspecified amount of compensatory and punitive damages, costs and attorneys' fees. Defendants have filed responsive pleadings and discovery is ongoing.

In July 2008, the same lawyers who filed the Adwell, Bounds, Herrold, Torrey and Cooper lawsuits filed a nuisance lawsuit entitled John Arnold, et al. v. Smithfield Foods, Inc., et al. in the Circuit Court of Daviess County, Missouri. The Company and two of our subsidiaries, PSF and KC2 Real Estate LLC were named as defendants. In August 2008, plaintiffs filed a second Petition adding one employee as a defendant. There were three plaintiffs in the lawsuit, who are residents of Daviess County and who claimed to live near swine farms owned or operated by defendants. Plaintiffs alleged that odors from these farms cause nuisances that interfere with the use and enjoyment of their properties. On April 20, 2009, plaintiffs voluntarily dismissed this case without prejudice. Plaintiffs refiled the case on April 20, 2010, adding CGC as a defendant. Defendants have filed responsive pleadings, including a motion to dismiss all claims against the employee-defendant.

The Loan Parties believe that these matters, individually and in the aggregate, will not have a Material Adverse Effect.

B.    BEDFORD FACILITY

The Smithfield Packing Company, Incorporated experienced environmental releases at its former meat processing and packaging facility located in Bedford, Virginia during fiscal 2006 and fiscal 2007. This facility closed in fiscal 2007 as part of our previously announced east coast restructuring plan. Federal, state and local officials investigated all of the releases under applicable environmental laws in fiscal 2006 and fiscal 2007 and, as of the date of this report, we are not aware of any contemplated material legal proceedings with respect to any of these releases. If any such legal proceeding is commenced, depending on the results of the investigations, then we could face potential monetary penalties. The Loan Parties believe that this matter, individually and in the aggregate, will not have a Material Adverse Effect.

C.    SOUDERTON FACILITY

The Souderton facility owned by our former subsidiary, Smithfield Beef Group (now owned by JBS Packerland), experienced wastewater releases and an operational upset. These wastewater releases are the subject of a civil Clean Water Act enforcement proceeding led by the U.S. Environmental Protection Agency, with involvement by Pennsylvania Department of Environmental Protection and Pennsylvania Fish & Boat Commission. One of these incidents is also the subject of a criminal Clean Water Act investigation. All of the incidents occurred prior to the sale of the facility (and the rest of Smithfield Beef Group) to JBS Packerland, Inc. in October 2008 (fiscal 2009). Under the terms of sale, Smithfield Foods has indemnification obligations to JBS for specified losses related to these pre-closing incidents, subject to a basket of $2.5M. However, JBS Packerland has assumed all remaining capital costs associated with the planned wastewater treatment system upgrade. A federal district court entered a civil consent decree on September 13, 2010. The decree included an aggregate fine of $2.0M against JBS Packerland (for which Smithfield is required to completely indemnify JBS) and requires that JBS Packerland make certain capital expenditures to upgrade the facility (for which Smithfield is required to partly indemnify JBS). Smithfield was active in the government proceedings. Management believes that the decree is comprehensive and protective, builds on the other environmental enhancements implemented during Smithfield's period of ownership. The civil settlement is now effective and we anticipate that the government will decline criminal enforcement. Accordingly, Smithfield's liability for these incidents should not exceed $3.1M total, of which $2.0M relates to the indemnification of JBS against the fine, and $1.1M relates to the partial indemnification of JBS for capital expenses. At this time, management does not believe that Smithfield's indemnification obligations will have a material adverse effect on the Company's financial position or results of operations.

D.    DONNING AND DOFFING LITIGATION

Farmland Foods, Inc. is defending two donning and doffing cases. The first case was brought by approximately 300 employees at the Crete, Nebraska facility. Workers at the Crete plant are subject to a collective bargaining agreement that includes provisions addressing compensation related to donning and doffing. In addition, Farmland negotiated and entered into a Memorandum of Understanding with the union on May 8, 2007, relating to pay practices pertaining to donning and doffing activity during the time in question. Farmland was able to persuade Plaintiffs' counsel in the Crete case to drop all state law claims and to drop the FLSA minimum wage claim. The court recently denied all of Farmland's motions for partial summary judgment seeking dismissal of the overtime claims that are based on time spent donning, doffing and washing at the beginning and end of the shift. Farmland's request to file an interlocutory appeal of this ruling was denied. Plaintiffs recently threatened to bring new state law claims of unjust enrichment against Farmland in the Crete case in order to increase Farmland's potential liability exposure. Farmland believes that it has strong defenses against these new potential claims.

Farmland's second donning and doffing case was brought by employees at the Milan, Missouri facility, filed in April 2010. The plaintiffs are seeking class certification under the FLSA as well as under the Missouri wage and hour law. They seek to include all hourly production and support employees, including unidentified temporary and contract employees. The pay practices relating to donning and doffing at the Milan facility have varied over the past three years, but are currently are consistent with those at other Farmland facilities (i.e., targeted to donning and doffing of cut-protective gear). This case is early in discovery.

Smithfield Packing is defending five donning and doffing cases brought by employees at the Tarheel, Clinton, Kinston 1, Kinston 2 and Wilson facilities. The company and counsel for the plaintiffs reached the basic terms of a agreement to settle the Tar Heel and Clinton cases at mediation on February 2, 2011. The parties are preparing settlement documentation and a motion to obtain the necessary court approval. This process will take between three to four months.

Plaintiffs in the Kinston 1, Kinston 2 and Wilson cases assert claims under the FLSA and North Carolina state law. The parties are waiting on the court to rule on plaintiffs' motions for class certification under the FLSA and state law.

In June 2010, the U.S. Department of Labor issued a new administrative opinion relating to donning and doffing that reverses its prior interpretation of a provision of the FLSA applicable in cases where there is a collective bargaining agreement. Section 203(o) of the FLSA provides that the time spent at the beginning or end of shift "changing clothes" is excluded from the definition of "hours worked" (and does not require compensation) under the FLSA. The new DOL Administrative Opinion finds that certain "personal protective equipment" (i.e., bump caps, boots, ear plugs) are not considered "clothes" as contemplated by Section 203(o) and the time spent putting on such equipment, and the walking and waiting time after putting on such equipment, is compensable if such equipment is required "by law, by the employer, or due to the nature of the job."

This administrative opinion mirrors the arguments being made by the plaintiffs in the donning and doffing cases, and reverses eight years of DOL policy in this area. It should have limited application in most states where the Company's facilities are located due to existing (and contrary) federal appellate decisions on this issue. However, the administrative opinion could affect the Farmland cases, since the Eighth Circuit has yet to rule on the issue.

In all other facilities of the operating companies, back payments and future wage adjustments have been made to eligible employees based on internally conducted time studies. The Company continues to believe that these voluntary back payments will substantially reduce our liability exposure in lawsuits based on Alvarez. However, Donning and Doffing lawsuits continue to be filed against companies across the country and our subsidiaries may face more of these suits in the future. The Loan Parties believe that these matters, individually and in the aggregate, will not have a Material Adverse Effect.

E.    SIOUX FALLS FACILITY

In a letter dated February 2011, the United States Department of Justice notified our John Morrell subsidiary that the EPA had referred a civil enforcement action against the company. DOJ alleges that John Morrell has violated certain chemical accident prevention requirements of section 112(r)(7) of the federal Clean Air Act in connection with operations of the refrigeration systems at its Sioux Falls facility. These violations are reported to have been revealed during EPA inspections in December 2009 and April 2010. We are investigating the matter and have held informal conferences with DOJ and EPA beginning in early March 2011. The Loan Parties believe that this matter, individually and in the aggregate, will not have a Material Adverse Effect.

Part B

Environmental Disclosures

Proceedings

1. Prior to the Company's acquisition of PSF, PSF had entered into a consent judgment with the State of Missouri and a consent decree with the federal government and a citizens group. The judgment and decree generally required that PSF pay penalties to settle past alleged regulatory violations, and install technologies to reduce nitrogen in the material that it applies to farm fields, and to research, develop and implement "Next Generation Technology", as determined by a panel of university professors, for environmental controls at certain of its Missouri

operations.

Prior to our acquisition of PSF, it estimated in 2004 that it would invest approximately $33.0 million in total capital to implement the new technologies by calendar 2010 to comply with the judgment and decree. As of May 1, 2011, PSF estimated costs to comply with the judgment and decree to be approximately $37.2 million, of which $33.5 million had been spent. Included in these expenditures is a fertilizer plant in northern Missouri that converts waste into commercial grade fertilizer.

On September 1, 2010, PSF and the Attorney General of the State of Missouri jointly filed a Judgment Extending the Consent Judgment (the Extension) to install new technologies approved in April 2010 by the panel of university experts responsible for approving new technologies. Pursuant to the terms of the Extension, PSF agreed, among other things, to reduce the hog population at three farms, install mechanical devices designed to scrape manure from the subfloors of barns at certain Missouri farms (the scrapers), and make a voluntary payment of $1.0 million to the road funds and school funds in specified Missouri counties where PSF operates. The Extension provides for various benchmarks and a timetable to complete these tasks with stipulated penalties for not meeting the deadlines. PSF surpassed the initial milestones for 2010 and is presently ahead of schedule for 2011. The deadline for the full installation of the scrapers has been extended to July 31, 2012. Although PSF continues to analyze the expected costs to implement the Extension, it does not currently expect that the estimated costs to comply with the Extension materially increase the $37.2 million estimate to comply with the judgment and decree as of May 1, 2011. The Loan Parties believe that these matters, individually and in the aggregate, will not have a Material Adverse Effect.

2. Pursuant to permit requirements and consent judgments with regulatory agencies, Company also anticipate upgrades totaling approximately $6.5 million for pollution control equipment at Company's subsidiary's Patrick Cudahy facility in fiscal 2010 and for upgrades to wastewater treatment plant systems at certain Smithfield Packing facilities in fiscal 2010. The Loan Parties believe that this matter, individually and in the aggregate, will not have a Material Adverse Effect.

3. In calendar year 2000, Company and our North Carolina-based hog production subsidiaries voluntarily entered into an agreement with the Attorney General of North Carolina (the Agreement) designed to enhance water quality in the State of North Carolina through a series of initiatives to be undertaken by us and our subsidiaries while protecting access to swine operations in North Carolina. Under the Agreement, Company committed to implement environmentally superior and economically feasible technologies for the management of swine waste at our farms in North Carolina following a determination made by an expert from North Carolina State University, with advice from peer review panels appointed by him, that such technologies are both environmentally superior and economically feasible to construct and operate at such farms. In addition, Company agreed to provide a total of $50.0 million to assist in the preservation of wetlands and other natural areas in eastern North Carolina and to promote similar environmental enhancement activities. This commitment is being fulfilled with annual contributions of $2.0 million over a 25 year period beginning in 2000. The Loan Parties believe that this matter, individually and in the aggregate, will not have a Material Adverse Effect.

Schedule 3.13

to

Smithfield Foods, Inc.

Second Amended and Restated Credit Agreement

Liens

SMITHFIELD FOODS, INC.

None.

DOMESTIC SUBSIDIARIES

1.    Capital Lease Obligations. Liens associated with any Capital Lease Obligation reflected on the most recent financial statements described in Section 3.04 of the Credit Agreement. As of January 30, 2011, the Company and its subsidiaries had approximately $28 million outstanding in capital lease obligations which are secured by liens on various assets. The majority of such obligations include the following:

a.    Tar Heel, NC Facility – Water Treatment Project. The Smithfield Packing Company, Incorporated ("Packing") has entered into that certain Treated Water Supply Agreement, dated October 1, 2006 (the "Water Treatment Agreement"), between Packing and Lower Cape Fear Water and Sewer Authority (the "Authority"), which requires Packing to make certain payments, including debt obligations of the Authority incurred in connection with the construction of a treated water system in an estimated aggregate amount of up to $25 million. The capital lease obligations in connection with the foregoing arrangements are secured by liens on certain assets of Packing.

INTERNATIONAL SUBSIDIARIES

The Company's international subsidiaries have multiple loan agreements secured by local assets in Poland, Romania and the United Kingdom.

Agri Plus Sp. Z o.o. (Poland):

2.    Agri Plus Sp. Z o. o. (f/k/a Prima Sp. Z o. o.) ("Agri Plus") has entered into that certain Credit Agreement, dated as of May 12, 2005 with ING Lease (Polska) Sp. Z o.o. for a 100,000,000 zloty credit facility, maturing May 12, 2015. Agri Plus also entered into an amendment with ING Lease on January 26, 2006 which increased the borrowings under the loan agreement by 50,000,000 zloty, for a total of 150,000,000 zloty. As of December 31, 2010, the aggregate outstanding principal was 102,750,00 zloty. The foregoing loan is secured by mortgages on real property owned by Agri Plus or other Foreign Subsidiaries.

Animex and its Subsidiaries (Poland):

3.    General. The Company's Subsidiary, Animex Sp. z o.o. and its subsidiaries Grupa Animex S.A., Animex Grupa Drobiarska S.A. and Animex – Krakowskie Zaklady Pierzarskie Sp. z o.o. have entered into various agreements, pursuant to which liens may exist on Foreign Subsidiary assets to secure the indebtedness, with local Polish lending institutions to provide financing at various interest rates, which include the following:

a.    Grupa Animex S. A. and certain of its Subsidiaries are parties to that certain Framework Agreement dated as of September 30, 2005 with ING Bank Slaski S.A. The agreement has been amended several times, including most recently on February 14, 2011. As of December 31, 2010, the capacity of the overdraft facility was PLN 65,000,000 with outstanding borrowings of PLN 45,262,351.

b.    Animex Sp. Z o.o. and certain of its Subsidiaries have entered into a Loan Agreement with Bank Polska Kasa Opieki S.A. (f.k.a. Bank Przemyslowo-Handlowy PBK SA) on May 23,2003. This loan agreement has been amended several times, most recently on January 28, 2011. In accordance

with the last amendment, the maturity of the facility is September 4, 2012 and the capacity of the overdraft facility is PLN 119,000,000 As of December 31, 2010, the outstanding borrowing on the overdraft facility were PLN 71,058,863.

c.    Animex Holding Sp. Z o.o. has entered into an Investment Loan Agreement on August 30, 2005 with Bank Zachodni WBK Spolka Akcyjna in the amount of PLN 65,000,000, with a maturity date of September 30, 2012. The Investment Loan Agreement has been most recently amended on June 24, 2008 increasing the amount of loan borrowed under the agreement to PLN 100,000,000. As of December 31, 2010 the aggregate loans outstanding under the agreement were PLN 59,375,000.

d.    Animex Sp. Z o.o. and certain of its Subsidiaries have entered into an Overdraft Agreement dated as of September 30, 2005 with BRE Bank S.A as amended on February 28, 2007, as further amended on September 11, 2008, as further amended May 8, 2009, and as further amended September 25, 2010. As of December 31, 2010, the capacity of the overdraft facility was PLN 83,500,000 with outstanding borrowings of PLN 52,254551.

e.    Animex Sp. Z o.o. and certain of its Subsidiaries have entered into a Line of Credit dated April 9, 2010 with Rabobank Polska S.A. The agreement provides for a line of credit of PLN 54,000,000 of which PLN 29,394,018was outstanding as of December 31, 2010.

f.    Animex Holding Sp. Z o.o. has entered into a Loan Facility with Bank Polska Kasa Opieki S.A. for PLN 65,000,000 dated as of July 11, 2005. The loan was amended on August 1, 2006 and the borrower was replaced by Grupa Animex Sp. Z o.o. As of December 31, 2010, there was PLN 30,800,000 outstanding on the loan.

g.    There are other various loan agreements of Animex Sp. Z o.o. and its subsidiaries totaling a line of credit capacity of PLN 12,500,000 of which PLN 10,081,057 was drawn as of December 31, 2010.

Smithfield Prod S.R.L and its Subsidiaries (Romania):

4.    Smithfield Prod S.R.L., through its subsidiaries Agroalim Distribution S.R.L and Agroalim Logistic S.R.L., have various loan agreements secured by certain local assets. As of January 30, 2011, there were outstanding term loans in the amount of RON 8,868,112. Additionally, there was line of credit capacity of $9,000,000, of which $8,556,289 was outstanding.

Smithfield Foods Group Ltd. (U.K.):

5.    Smithfield Foods Group Ltd. has entered into an invoice discounting agreement with the Royal Bank of Scotland Commercial Services Ltd. dated November 21, 2002 in the amount of GBP 4,200,000 under which certain receivables have been sold.

Schedule 3.17

to

Smithfield Foods, Inc.

Second Amended and Restated Credit Agreement

Capitalization and Subsidiaries

Subsidiaries

Part A

DOMESTIC SUBSIDIARIES

Parent	Name of Subsidiary	Percent Owned	State of Incorporation	Restricted / Unrestricted Subsidiary
Smithfield Foods, Inc.	Beef Liquidation Corp.	100%	Delaware	Restricted
Beef Liquidation Corp.	Cattle Inventory, LLC	100%	Delaware	Restricted
Beef Liquidation Corp.	MF Energy, LLC	100%	Delaware	Restricted
Beef Liquidation Corp.	Texas County Land, LLC	100%	Delaware	Restricted
Smithfield Foods, Inc.	Best Solutions LLC	57.14%	Delaware	Restricted
Smithfield Foods, Inc.	Farmland Foods, Inc. M	100%	Delaware	Restricted
Farmland Foods, Inc. M	North Side Investments, Inc.	100%	Delaware	Restricted
Smithfield Foods, Inc.	John Morrell & Co.M	100%	Delaware	Restricted
John Morrell & Co.	Armour-Eckrich Meats LLC M	100%	Delaware	Restricted
John Morrell & Co.	Bubba Foods, LLC	20%	Delaware	Restricted
John Morrell & Co.	Distribution Development, L.L.C.	50%	South Dakota	Restricted
John Morrell & Co.	Henry's Hickory House, LLC	60%	Delaware	Restricted
John Morrell & Co.	Iowa Quality Meats, Ltd.	100%	Iowa	Restricted
John Morrell & Co.	Jonmor Investments, Inc.	100%	Delaware	Restricted
John Morrell & Co.	Murphy-Brown LLCM	100%	Delaware	Restricted
John Morrell & Co.	Patrick Cudahy, LLC M	100%	Delaware	Restricted
Murphy-Brown LLCM	AgProvision, LLC	42.9%	North Carolina	Restricted
Murphy-Brown LLCM	Brown's Realty Partnership	99%	North Carolina	Restricted

Parent	Name of Subsidiary	Percent Owned	State of Incorporation	Restricted / Unrestricted Subsidiary
Murphy-Brown LLCM	Carroll's Realty Partnership	99%	North Carolina	Restricted
Murphy-Brown LLCM	Duplin Marketing Company, LLC	100%	North Carolina	Restricted
Murphy-Brown LLCM	NPD Investments, Inc.	100%	Delaware	Restricted
Murphy-Brown LLCM	Smithfield-Carroll's Farms (General Partnership)	99%	Virginia	Restricted
Murphy-Brown LLCM	Tar Heel Turkey Hatchery, Inc.	100%	North Carolina	Restricted
Murphy-Brown LLCM	Chief Milling Partners, Inc.	100%	North Carolina	Restricted
Murphy-Brown LLCM	L&H Farms LLC (Investment)	50%	Delaware	Restricted
Murphy-Brown LLCM	Pork Plus, LLC	100%	North Carolina	Restricted
Murphy-Brown LLCM	Premium Standard Farms, LLC (f/k/a Premium Standard Farms, Inc.)	100%	Delaware	Restricted
Premium Standard Farms, LLC	Crystal Peak Environmental LLC	80%	Delaware	Restricted
Premium Standard Farms, LLC	KC2 Real Estate LLC	100%	Delaware	Restricted
Murphy-Brown LLCM	Wilmington Bulk, LLC	60%	North Carolina	Restricted
John Morrell & Co.	Premium Pet Health, LLC	100%	Delaware	Restricted
Premium Pet Health, LLC	Rocky Mountain Lamb LLC	50%	Colorado	Restricted
John Morrell & Co.	SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.)	100%	Delaware	Restricted
SFRMH Liquidation, Inc.	RMHF Liquidation, LLC (f/k/a RMH Foods, LLC)	100%	Delaware	Restricted
Patrick Cudahy, LLC M	Patcud Investments, Inc.	100%	Delaware	Restricted
Smithfield Foods, Inc.	QTF Liquidation Corp.	100%	Delaware	Restricted
Smithfield Foods, Inc.	SF Marketing Sub, Inc.	100%	Delaware	Restricted
Smithfield Foods, Inc.	SFFC, Inc.	100%	Delaware	Restricted
SFFC, Inc.	Smithfield Receivables Funding LLC	100%	Delaware	Unrestricted
Smithfield Foods, Inc.	Smithfield Bioenergy LLC (f/k/a Best Biofuels, LLC)	100%	Delaware	Restricted
Smithfield Bioenergy LLC	BioEnergy Systems, LLC (f/k/a Best Biofuels, LLC)	63.5%	Delaware	Restricted
Smithfield Foods, Inc.	Smithfield Capital Trust I	100%	Delaware	Restricted
Smithfield Foods, Inc.	Smithfield Culinary Foods Group, LLC	100%	Delaware	Restricted
Smithfield Culinary Foods Group, LLC	Smithfield Innovations Group, LLC	75%	Delaware	Restricted
Smithfield Foods, Inc.	Smithfield Deli Group, Inc.	100%	Delaware	Restricted

Parent	Name of Subsidiary	Percent Owned	State of Incorporation	Restricted / Unrestricted Subsidiary
Smithfield Foods, Inc.	Smithfield Global Products Inc. (f/k/a Krakus Foods International, Inc.)	100%	Delaware	Restricted
Smithfield Foods, Inc.	Smithfield International Investments, Inc.	100%	Delaware	Restricted
Smithfield International Investments, Inc.	Cold Field Investments, LLC	100%	Delaware	Restricted
Smithfield International Investments, Inc.	Simoni Investments, LLC	100%	Delaware	Restricted
Smithfield Foods, Inc.	Smithfield Purchase Corporation	100%	North Carolina	Restricted
Smithfield Purchase Corporation	Brown's Realty Partnership	1%	North Carolina	Restricted
Smithfield Purchase Corporation	Carroll's Realty Partnership	1%	North Carolina	Restricted
Smithfield Purchase Corporation	Smithfield-Carroll's Farms (General Partnership)	1%	Virginia	Restricted
Smithfield Foods, Inc.	Smithfield Strategic Sourcing & Service Co., Inc.	100%	Delaware	Restricted
Smithfield Foods, Inc.	Smithfield Trading Company, Inc.	100%	Delaware	Restricted
Smithfield Foods, Inc.	Stefano Foods, Inc.	100%	North Carolina	Restricted
Smithfield Foods, Inc.	The Smithfield Inn Corporation	100%	Virginia	Restricted
Smithfield Foods, Inc.	The Smithfield Packing Company, Incorporated M	100%	Delaware	Restricted
The Smithfield Packing Company, Incorporated M	Carolina Cold Storage Limited Partnership	50%	Virginia	Restricted
The Smithfield Packing Company, Incorporated M	SF Investments, Inc.	100%	Delaware	Restricted
SF Investments, Inc.	Murphy Farms of Texhoma, Inc.	100%	Oklahoma	Restricted
The Smithfield Packing Company, Incorporated M	Smithfield Transportation Co., Inc.	100%	Delaware	Restricted

INTERNATIONAL SUBSIDIARIES

Parent	Name of Subsidiary	Percent Owned	State of Incorporation	Restricted / Unrestricted Subsidiary
Smithfield Foods, Inc.	Animex Sp. z o.o.1	69.525%	Poland	Restricted
Smithfield Foods, Inc.	Animpol S.A.	97.96%	Poland	Restricted
Animpol S.A.	Animex Sp. z o.o.	8.109%	Poland	Restricted

Parent	Name of Subsidiary	Percent Owned	State of Incorporation	Restricted / Unrestricted Subsidiary
Murphy-Brown LLC	Granjas Carroll de Mexico, S. de R.L. de C.V. (Investment)	50%	Mexico	Restricted
Smithfield Foods, Inc.	Prima Farms Sp. z o.o.	100%	Poland	Restricted
Prima Farms Sp. z o.o.	AGRI PLUS WIELKOPOLSKA S.A. (f/k/a Animex Wielkopolska S.A.)	100%	Poland	Restricted
AGRI PLUS WIELKOPOLSKA S.A. (f/k/a Animex Wielkopolska S.A.)	Agri Vet Sp. z o.o.	100%	Poland	Restricted
Prima Farms Sp. z o.o.	AGRI PLUS Sp. z o.o. (f/k/a Prima So. z o.o.)	100%	Poland	Restricted
AGRI PLUS Sp. z o.o. (f/k/a Prima So. z o.o.)	Ferma Kraplewice Sp. z o.o.	100%	Poland	Restricted
AGRI PLUS Sp. z o.o. (f/k/a Prima So. z o.o.)	Agri AI Sp. z o.o.	100%	Poland	Restricted
Smithfield Foods, Inc.	SF Holding Sp. z o.o.	100%	Poland	Restricted
SF Holding So. z o.o.	Animex SP. z o.o.	22.347%	Poland	Restricted
Animex Sp. z o.o.	Grupa Animex S.A. (f/k/a Zalklady Miesne "Agryf" S.A.	40.634%	Poland	Restricted
Animex Sp. z o.o.	Animpol S.A.	2.04%	Poland	Restricted
Animex Sp. z o.o.	Animex Grupa Drobiarska Sp. z o.o.	43.6%	Poland	Restricted
Animex Grupa Drobiarska S.A.	Animex - Krakowskie Zaklady Pierzarskie Sp. z o.o.	100%	Poland	Restricted
Animex Grupa Drobiarska S.A.	OZD Bis Sp. z o.o.	100%	Poland	Restricted
Animex Grupa Drobiarska S.A.	Euro Comfort Ltd Sp. z o.o.	100%	Poland	Restricted
Animex Sp. z o.o.	ANIMEX GP Sp. z o.o.	100%	Poland	Restricted
ANIMEX GP Sp. z o.o.	Animex Grupa Drobiarskie Sp. z o.o.	1.08%	Poland	Restricted
Animex Sp. z o.o.	Animex-Agro Sp. z o.o.	100%	Poland	Restricted
Animex-Agro Sp. z o.o.	ANIMEX Grupa Drobiarskie S.A.	17%	Poland	Restricted
Animex Sp. z o.o.	Animex Grupa Paszowa S.A. (f/k/a Contipasz S.A.)	100%	Poland	Restricted
Animex Grupa Paszowa S.A. (f/k/a Contipasz S.A.)	ANIMEX Grupa Drobiarskie S.A.	38.32%	Poland	Restricted
Animex Sp. z o.o.	Animex Fish Sp. z o.o.	11.25%	Poland	Restricted
Animex Sp. z o.o.	ANIMEX Holding Sp. z o.o. (f/k/a Morliny S.A.)	99.95%	Poland	Restricted

Parent	Name of Subsidiary	Percent Owned	State of Incorporation	Restricted / Unrestricted Subsidiary
SF Holding Sp. z o.o.	ANIMEX Holding Sp. z o.o. (f/k/a Morliny S.A.)	0.05%	Poland	Restricted
ANIMEX Holding Sp. z o.o. (f/k/a Morliny S.A.)	Grupa Animex S.A. (f/k/Zaklady Miesne "Agryf" S.A.)	54.043%	Poland	Restricted
SF Holding Sp. z o.o.	Grupa Animex S.A. (f/k/a Zaklady Miesne "Agryf" S.A.)	5.323%	Poland	Restricted
Smithfield Foods, Inc.	Smithfield Foods de Mexico, S. de R.L. de c.v.	39.496%	Mexico	Restricted
Cold Field Investments, LLC	Smithfield Romania S.R.L. (f/k/a Shannon Expert S.R.L.)	0.000001%	Romania	Restricted
Smithfield International Investments, Inc.	SFDS Global Holdings B.V.	100%	Netherlands	Restricted
SFDS Global Holdings B.V.	Campofrio Food Group, S.A. (Investment)	24.25%	Spain	[Restricted]
SFDS Global Holdings B.V.	Smithfield Foods Group Ltd.	100%	UK	Restricted
Smithfield Foods Group Ltd.	Smithfield Foods Ltd.	100%	UK	Restricted
Smithfield Foods Ltd.	PEK (London) Ltd.	100%	UK	Restricted
Smithfield International Investments, Inc.	Smithfield Asia Holdings, Limited	100%	British Virgin Islands	Restricted
Smithfield International Investments, Inc.	Smithfield Capital Europe, B.V.	100%	Netherlands	Restricted
Smithfield International Investments, Inc.	Smithfield Foods de Mexico, S. de R.L. de C.V.	60.504%	Mexico	Restricted
Smithfield Foods de Mexico, S. de R.L de c.v.	Norson Holding, S. de R.L. de C.V.	50%	Mexico	Restricted
Norson Holding, S. de R.L. de C. V. (Investment)	Agrofarms S. de R.L. de C.V.	99.93%	Mexico	Restricted
Norson Holding, S. de R.L. de C. V. (Investment)	Agroindustrial Servicios en Administracion S. de R.L. de c.v.	99.93%	Mexico	Restricted
Norson Holding, S. de R.L. de C.V. (Investment)	Agroindustrial Servicios Gerenciales S. de R.L.de C.Y.	99.93%	Mexico	Restricted
Norson Holding, S. de R.L. de C.Y. (Investment)	FASSA S. de R.L. de C.V.	99.93%	Mexico	Restricted
Norson Holding, S. de R.L. de C. V. (Investment)	Frigorifico Agropecuaria Sonorense S. de R.L. de C.V.	99.83%	Mexico	Restricted
Norson Holding, S. de R.L. de C.V. (Investment)	Industrias Agrofarms S. de R.L. de C.V. (Investment)	99.93%	Mexico	Restricted

Parent	Name of Subsidiary	Percent Owned	State of Incorporation	Restricted / Unrestricted Subsidiary
Norson Holding, S. de R.L. de C.Y. (Investment)	Promotora Comercial Alpro S. de R.L. de C.V. (Investment)	99.99%	Mexico	Restricted
Smithfield International Investments, Inc.	Smithfield Insurance Co. Ltd.	100%	Bermuda	Restricted
Smithfield Insurance Co. Ltd.	Campofrio Food Group, S.A. (Investment)	1.369%	Spain	[Restricted]
Smithfield International Investments, Inc.	Smithfield Processare S. R.L. (f/k/a Agrovartvis S.R.L.) (Investment)	99.9903%	Romania	Restricted
Smithfield Processare S. R. L. (f/k/a Agrovartvis S.R.L.) (Investment)	Morena Expert S.R.L.	99.99%	Romania	Restricted
Morena Expert S.R.L.	Smithfield Prod S.R.L. (f/k/a Onega Expert)	58.73%	Romania	Restricted
Smithfield Processare S. R. L. (f/k/a Agrovartvis S.R.L.) (Investment)	Pirin Agri S.R.L. (Investment)	100%	Romania	Restricted
Smithfield International Investments, Inc.	Smithfield Romania S.R.L. (f/k/a Shannon Expert S.R.L.)	99.9999999%	Romania	Restricted
Smithfield International Investments, Inc.	Agroalim Distribution S.R.L.	0.1575%	Romania	Restricted
Smithfield Romania S.R.L. (f/k/a Shannon Expert S.R.L.)	Agroalim Distribution S.R.L.	98.8425	Romania	Restricted
Smithfield Romania S.R.L. (f/k/a Shannon Expert S.R.L.)	Smithfield Ferme S.R.L. (f/k/a Comtim)	100%	Romania	Restricted
Smithfield Ferme S.R.L. (f/k/a Comtim)	Semilem SRL	99.9988%	Romania	Restricted
Smithfield Romania S.R.L. (f/k/a Shannon Expert S.R.L.)	Frigorifer SA (Investment)	49.87%	Romania	Restricted
Smithfield Romania S.R.L. (f/k/a Shannon Expert S.R.L.)	Semilem SRL	0.0012%	Romania	Restricted
Smithfield Romania S.R.L. (f/k/a Shannon Expert S.R.L.)	Smithfield Processare S. R. L. (f/k/a Agrotorvis S.R.L.) (Investment)	0.0097%	Romania	Restricted
Smithfield International Investments, Inc.	Smithfield Prod S.R.L. (f/k/a Onega Expert)	9.53%	Romania	Restricted
Smithfield Romania S.R.L. (f/k/a Shannon Expert S.R.L.)	Smithfield Prod S.R.L. (f/k/a Onega Expert)	31.74	Romania	Restricted
Smithfield Prod S.R.L. (f/k/a Onega Expert)	Morena Expert S.R.L.	0.01%	Romania	Restricted

Schedule 6.01(b)

to

Smithfield Foods, Inc.

Second Amended and Restated Credit Agreement

Existing Indebtedness

1.    JBS, Inc. In October 2008, the Company sold its beef processing and cattle feeding operations to JBS, Inc. ("JBS"). Under the provisions of the sale, the Company continues to guaranty certain financial obligations and have certain financial exposures to JBS as follows:

a.    The Company guarantees $12.4 million of leases that were transferred to JBS. The guarantees of these leases will expire when the leases expire.

b.    Currently, the Company has $1,627,240.69 of letters of credit outstanding on behalf of its beef operations which were sold to JBS. The Company continues to be obligated under those letters of credit and receives compensation from JBS under a fee arrangement.

2.    SFFC, Inc. has entered into a line of credit dated November 25, 2007 with Smithfield Insurance Co. Ltd in the amount of $18,800,000. As of January 30, 2011, SFFC had drawings of $18,800,000 under the line of credit.

INTERNATIONAL SUBSIDIARIES

Animex and its Subsidiaries (Poland):

3.    General. The Company's Subsidiary, Animex Sp. z o.o. and its subsidiaries Grupa Animex S.A., Animex Grupa Drobiarska S.A. and Animex – Krakowskie Zaklady Pierzarskie Sp. z o.o. have entered into various agreements, pursuant to which liens may exist on Foreign Subsidiary assets to secure the indebtedness, with local Polish lending institutions to provide financing at various interest rates, which include the following:

a.    Grupa Animex S. A. and certain of its Subsidiaries are parties to that certain Framework Agreement dated as of September 30, 2005 with ING Bank Slaski S.A. The agreement has been amended several times, including most recently on February 14, 2011. As of December 31, 2010, the capacity of the overdraft facility was PLN 65,000,000 with outstanding borrowings of PLN 45,262,351.

b.    Animex Sp. Z o.o. and certain of its Subsidiaries have entered into a Loan Agreement with Bank Polska Kasa Opieki S.A. (f.k.a. Bank Przemyslowo-Handlowy PBK SA) on May 23, 2003. This loan agreement has been amended several times, most recently on January 28, 2011. In accordance with the last amendment, the maturity of the facility is September 4, 2012 and the capacity of the overdraft facility is PLN 119,000,000 As of December 31, 2010, the outstanding borrowing on the overdraft facility were PLN 71,058,863.

c.    Animex Holding Sp. Z o.o. has entered into an Investment Loan Agreement on August 30, 2005 with Bank Zachodni WBK Spolka Akcyjna in the amount of PLN 65,000,000, with a maturity date of September 30, 2012. The Investment Loan Agreement has been most recently amended on June 24, 2008 increasing the amount of loan borrowed under the agreement to PLN 100,000,000. As of December 31, 2010 the aggregate loans outstanding under the agreement were PLN 59,375,000.

d.    Animex Sp. Z o.o. and certain of its Subsidiaries have entered into an Overdraft Agreement dated as of September 30, 2005 with BRE Bank S.A as amended on February 28, 2007, as further amended on September 11, 2008, as further amended May 8, 2009, and as further amended September 25, 2010. As of December 31, 2010, the capacity of the overdraft facility was PLN 83,500,000 with outstanding borrowings of PLN 52,254551.

e.    Animex Sp. Z o.o. and certain of its Subsidiaries have entered into a Line of Credit dated April 9, 2010 with Rabobank Polska S.A. The agreement provides for a line of credit of PLN 54,000,000 of which PLN 29,394,018was outstanding as of December 31, 2010.

f.    Animex Holding Sp. Z o.o. has entered into a Loan Facility with Bank Polska Kasa Opieki S.A. for PLN 65,000,000 dated as of July 11, 2005. The loan was amended on August 1, 2006 and the borrower was replaced by Grupa Animex Sp. Z o.o. As of December 31, 2010, there was PLN 30,800,000 outstanding on the loan.

g.    There are other various loan agreements of Animex Sp. Z o.o. and its subsidiaries totaling a line of credit capacity of PLN 12,500,000 of which PLN 10,081,057 was drawn as of December 31, 2010.

Smithfield Prod S.R.L and its Subsidiaries (Romania):

4.    Smithfield Prod S.R.L., through its subsidiaries Agroalim Distribution S.R.L and Agroalim Logistic S.R.L., have various loan agreements secured by certain local assets. As of January 30, 2011, there were outstanding term loans in the amount of RON 8,868,112. Additionally, there was line of credit capacity of $9,000,000, of which $8,556,289 was outstanding.

Smithfield Foods Group Ltd. (U.K.):

5.    Smithfield Foods Group Ltd. has entered into an invoice discounting agreement with the Royal Bank of Scotland Commercial Services Ltd. dated November 21, 2002 in the amount of GBP 4,200,000 under which certain receivables have been sold.

EX-10.2

This Second Amended and Restated Pledge and Security Agreement is subject to the terms and provisions of that certain Amended and Restated Intercreditor Agreement, dated as of June 9, 2011 (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as administrative agent for the ABL Secured Parties referred to therein, U.S. Bank National Association, as collateral agent for the Term Debt Secured Parties referred to therein, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as administrative agent under the terms of the Credit and Security Agreement referred to therein, Smithfield Receivables Funding, LLC, Smithfield Foods, Inc. and the other Grantors (as defined below).

SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

THIS SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended or otherwise modified from time to time, this "Security Agreement") is entered into as of June 9, 2011 by and among Smithfield Foods, Inc., a Virginia corporation (the "Company"), and the other Persons listed on the signature pages hereof (each, including the Company, a "Grantor", and collectively, the "Grantors") and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, in its capacity as administrative agent (the "Administrative Agent") for the Secured Parties.

PRELIMINARY STATEMENTS

Certain of the Grantors, certain of the other subsidiaries of the Company and JPMorgan Chase Bank, N.A., as administrative agent for a syndicate of lenders, entered into that certain Amended and Restated Credit Agreement dated as of July 2, 2009 (as amended, supplemented or otherwise modified prior to the date hereof, the "Existing Credit Agreement"). To secure the obligations of the Company under the Existing Credit Agreement, certain of the Grantors and certain of the other subsidiaries of the Company executed that certain Amended and Restated Security Agreement dated as of July 2, 2009 with JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Prior Agent" and such Amended and Restated Security Agreement, as amended, supplemented or otherwise modified prior to the date hereof, the "Prior Security Agreement").

Since the execution of the Prior Security Agreement, the following transactions involving the subsidiaries who were parties to the Exiting Credit Agreement and the existing Prior Security Agreement have occurred:

(i)Each of Gwaltney Transportation Co., Inc., LPC Transport, Inc. and Valleydale Transportation Company, Inc. has merged with and into Smithfield Transportation Co., Inc. and Smithfield Transportation Co., Inc. is the successor in interest by merger to such parties;

(ii)Each of Farmland Distribution Inc. and North Side Foods Corp. has merged with and into Farmland Foods, Inc. and Farmland Foods, Inc. is the successor in interest by merger to such parties; and

(iii)Each of Patrick Cudahy Incorporated, PC Express, Inc. and 814 Americas, Inc. has merged with and into Patrick Cudahy, LLC and Patrick Cudahy, LLC is the successor in interest by merger to such parties.

As a result of the foregoing, Gwaltney Transportation Co., Inc., LPC Transport, Inc., Valleydale Transportation Company, Inc., Farmland Distribution Inc., North Side Foods Corp., Patrick Cudahy

Incorporated, PC Express, Inc. and 814 Americas, Inc. are no longer party to the Existing Credit Agreement or the Prior Security Agreement.

Prior to the date hereof, Patrick Cudahy, LLC has been joined as subsidiary guarantor under the Existing Credit Agreement and a "grantor" under the Prior Security Agreement.

Contemporaneously with the execution hereof, the Grantors are entering into that certain Second Amended

and Restated Credit Agreement dated as of the date hereof (as amended, restated or otherwise modified from time to time, the "Credit Agreement") with the Administrative Agent and the lenders party thereto which, among other things, amends and restates the Existing Credit Agreement in full. Additionally, under the terms of the Credit Agreement, JPMorgan Chase Bank, N.A. has assigned all of its right, title and interest as the administrative agent in and to the Prior Security Agreement to the Administrative Agent.

Premium Pet Health, LLC and Smithfield Global Products Inc. have each been joined as subsidiary guarantors under the Credit Agreement and are each being joined as a "Grantor" hereunder pursuant to the terms hereof.

As required by the terms of the Credit Agreement, the parties hereto wish to amend and restate the Prior Security Agreement in its entirety as herein set forth (but not extinguish the security interests created thereby which are continued under the terms hereof).

ACCORDINGLY, the Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1.Terms Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

1.2.Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in the UCC.

1.3.Definitions of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the preamble and in the Preliminary Statement, the following terms shall have the following meanings:

"Accounts" has the meaning set forth in Article 9 of the UCC.

"Additional Grantor" has the meaning set forth in Section 8.16.

"Aircraft Collateral" means all airplanes and other aircraft requiring registration with the United States Federal Aviation Administration, any successor agency or any similar state agency.

"Article" means a numbered article of this Security Agreement, unless another document is specifically referenced.

"Chattel Paper" has the meaning set forth in Article 9 of the UCC.

"Collateral" has the meaning set forth in Article II.

"Collateral Deposit Account" has the meaning set forth in Section 7.1(a).

"Collateral Report" means any certificate (including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Administrative Agent or any Lender with respect to the Collateral pursuant to any Loan Document.

"Commercial Tort Claims" shall have the meaning set forth in Article 9 of the UCC.

"Control" has the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

"Controlled Deposit Account" means a Deposit Account that is subject to a Deposit Account Control

Agreement, including any Collateral Deposit Account.

"Copyrights" means, with respect to any Person, all of such Person's right, title, and interest in and to the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.

"Deposit Account Control Agreement" means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among any Loan Party, a banking institution holding such Loan Party's funds, and the Administrative Agent with respect to collection and control of all deposits and balances held in a deposit account maintained by any Loan Party with such banking institution.

"Deposit Accounts" has the meaning set forth in Article 9 of the UCC.

"Documents" has the meaning set forth in Article 9 of the UCC.

"Equipment" has the meaning set forth in Article 9 of the UCC.

"Excluded Accounts" means (i) deposit accounts, the funds in which are used, in the ordinary course of business, solely for the payment of salaries and wages, workers' compensation, pension benefits and similar expenses or taxes related thereto, (ii) each deposit account used, in the ordinary course of business, solely for daily accounts payable and that has an ending daily balance of zero, (iii) each account, all the cash and Permitted Investments contained in which are subject to a Lien permitted under Section 6.02(h) of the Credit Agreement, (iv) each account, all the cash and Permitted Investments contained in which are subject to a Lien pursuant to Section 6.02(t) of the Credit Agreement to cash collateralize obligations under letters of credit or in respect of Banking Services Obligations or Swap Obligations; (v) each account, all the cash and Permitted Investments contained in which consist of proceeds of Indebtedness permitted by the Credit Agreement and/or proceeds from the sale, transfer or other disposition of Term Debt Priority Collateral, in each case, to the extent depositing such cash or Permitted Investments in such account is required pursuant to the Senior Secured Notes Documents and (iv) accounts of the Grantors holding cash or Permitted Investments in an aggregate amount not to exceed $10,000,000 at any one time.

"Excluded Collateral" has the meaning set forth in Article II.

"Excluded Payments" has the meaning set forth in Section 4.6(d)(iii).

"Exhibit" refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.

"Farm Products" has the meaning set forth in Article 9 of the UCC.

"Fixtures" has the meaning set forth in Article 9 of the UCC.

"Foreign Subsidiary Voting Stock" means the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of any Foreign Subsidiary.

"General Intangibles" has the meaning set forth in Article 9 ofthe UCC.

"Goods" has the meaning set forth in Article 9 of the UCC.

"Instruments" has the meaning set forth in Article 9 of the UCC.

"Intellectual Property" means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without

limitation, the Copyrights, the Patents, the Trademarks and the Licenses, and all rights to sue at law or in equity for any Infringement thereof, including the right to receive all proceeds and damages therefrom.

"Inventory" has the meaning set forth in Article 9 of the UCC.

"Investment Property" means the collective reference to (i) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of "Pledged Stock") and (ii) whether or not constituting "investment property" as so defined, all Pledged Notes and all Pledged Stock.

"Issuer" means any issuer of any Investment Property.

"Joinder" has the meaning set forth in Section 8.16.

"Letter-of-Credit Rights" has the meaning set forth in Article 9 of the UCC.

"Licenses" means, with respect to any Person, all of such Person's right, title, and interest in and to (a) any and all licensing agreements or similar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof.

"Lock Boxes" has the meaning set forth in Section 7.1(a).

"Lock Box Agreements" has the meaning set forth in Section 7.1(a).

"Margin Stock" has the meaning assigned to such term in Regulation U.

"Material Intellectual Property" means the Intellectual Property listed on Exhibit G attached hereto.

"Patents" means, with respect to any Person, all of such Person's right, title, and interest in and to: (a) any and all patents and patent applications; (b) all inventions and improvements described and claimed

therein; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout the world.

"Permitted Liens" means a Lien permitted by Section 6.02 of the Credit Agreement.

"Pledged Collateral" means all Instruments, Securities and other Investment Property of the Grantors, whether or not physically delivered to the Administrative Agent pursuant to this Security Agreement.

"Pledged Notes" means all promissory notes listed on Exhibit C and all other promissory notes issued to or held by any Grantor (other than promissory notes issued inconnection with extensions of trade credit by any Grantor in the ordinary course of business).

"Pledged Stock" means the Equity Interests issued by each Receivables Entity and the Equity Interests issued by each Restricted Subsidiary, including those listed on Exhibit C, and together, in all cases, with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Grantor while this Security Agreement is in effect, in each case, to the extent not constituting Excluded Collateral.

"Receivables" means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other

rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

"Regulation U" means Regulation U of the Board (12 CFR Part 221) as from time to time in effect and any successor or other regulation or official interpretation of the Board relating to the extension of credit by banks for the purpose of purchasing or carrying Margin Stock applicable to member banks of the Federal Reserve System.

"Section" means a numbered section of this Security Agreement, unless another document is specifically referenced.

"Secured Parties" means the Administrative Agent, the Lead Arrangers, the Lenders, any Affiliate of any Lender to which Secured Obligations are owed, the Issuing Banks and any other holder of Secured Obligations.

"Security" has the meaning set forth in Article 8 of the UCC.

"Stock Rights" means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity Interest.

"Supporting Obligations" has the meaning set forth in Article 9 of the UCC.

"Term Debt Representative" has the meaning set forth in the Intercreditor Agreement.

"Trademarks" means, with respect to any Person, all of such Person's right, title, and interest in and to the following: (a) all trademarks (including service marks), trade names, trade dress, trade styles, brand names, corporate names, business names, domain names, logos and other source or business identifiers and the registrations and applications for registration thereof; all common-law rights related thereto, and the goodwill of the business symbolized by the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (d) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (e) all rights corresponding to any of the foregoing throughout the world.

"UCC" means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Administrative Agent's or any other Secured Party's Lien on any Collateral.

"Vehicles" means all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state.

1.4.Other Definitional Provisions. The words "hereof," "herein", "hereto" and "hereunder" and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement, and Section and Exhibit references are to this Security Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor's Collateral or the relevant part thereof.

ARTICLE II

GRANT OF SECURITY INTEREST

Each Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in (and continues the security interest created by the Prior Security

Agreement in) all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the "Collateral"), including:

(i)all Accounts;

(ii)all Chattel Paper;

(iii)all Copyrights, Patents, Trademarks and Licenses;

(iv)all Documents;

(v)all Equipment;

(vi)all Fixtures;

(vii)all General Intangibles;

(viii)all Goods;

(ix)all Instruments;

(x)all Inventory;

(xi)all Investment Property;

(xii)all cash or cash equivalents;

(xiii)all letters of credit, Letter-of-Credit Rights and Supporting Obligations;

(xiv)all Deposit Accounts with any bank or other financial institution (including all cash and other items deposited therein or credited thereto);

(xv)all Commercial Tort Claims listed on Exhibit H;

(xvi)all Farm Products;

(xvii)and all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing;

to secure the prompt and complete payment and performance of the Secured Obligations; provided, however, that notwithstanding any of the other provisions set forth in this Article II, this Security Agreement shall not constitute a grant of a security interest in any of the following assets, now owned or hereafter acquired or arising (the following assets being hereinafter collectively referred to as the "Excluded Collateral"): (a) any treasury stock of the Company; (b) any Equity Interest or group of Equity Interests issued by a Foreign Subsidiary representing more than 65% of the total outstanding Foreign Subsidiary Voting Stock of such Foreign Subsidiary; (c) any lease, license, contract, or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract or agreement (other than to the extent that any such Lien or other obligation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions)), (d) any asset owned by any Grantor that is subject to a Permitted Lien or other contractual obligation that

prohibits or requires the consent of any Person (other than the Company) not obtained as a condition to the creation of any lien on such asset (other than to the extent that any such Lien or other obligation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions)), (e) any "intent to use" Trademark applications for which a statement of use has not been filed (but only until such statement is filed, at which point such application shall constitute Collateral hereunder), (f) any property to the extent that such grant of such security interest is prohibited by any Requirement of Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law is ineffective under applicable law, (g) any Vehicle, (h) all Aircraft Collateral, (i) any Equity Interest issued by an Unrestricted Subsidiary that is not a Receivables Entity, (j) that certain promissory note dated September 14, 2007 executed by the Company and payable to the order of Premium Standard Foods, LLC (which pursuant to various assumption agreements, is currently the obligation of Murphy-Brown LLC) and (k) Margin Stock owned by any Grantor on the Effective Date

and Margin Stock purchased by the Grantors subsequent to the Effective Date in an aggregate fair market value not to exceed $2,000,000; provided that no Margin Stock shall constitute Excluded Collateral upon the Company delivering a Form FR U-1 and a Form FR G-3 in accordance with Section 5.5. Notwithstanding the foregoing, the security interest of the Administrative Agent shall attach immediately to the property described in clauses (c), (d) and (f) at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied or such the breach or prohibition is no longer applicable or when the applicable Permitted Lien is released and, to the extent severable, shall attach immediately to any portion of such property that does not result in any of the consequences specified in clauses (c), (d) or (f) of this paragraph, including any proceeds of such property. Notwithstanding anything to the contrary herein, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Collateral.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Grantor represents and warrants to the Administrative Agent and the other Secured Parties that:

3.1.Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit D, the Administrative Agent will have a fully perfected first priority security interest (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).

3.2.Type and Jurisdiction of Organization, Organizational and Tax Identification Numbers. As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, the type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.

3.3.Principal Location. (a) In the case of a Grantor that is not a registered organization such Grantor's mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business) as of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto are disclosed in Exhibit A and (b) in the case of other Grantors, as of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, such Grantor's mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit A.

3.4.Deposit Accounts. As of the Effective Date, all of such Grantor's Deposit Accounts (other than deposit accounts with total aggregate balances of less than $1,000,000 that are Excluded Accounts) are listed on Exhibit B.

3.5.Exact Names. As of the Effective Date, or, with respect to any Additional Grantor, such other date

such Grantor becomes a party hereto, such Grantor's name in which it has executed this Security Agreement is the exact name as it appears in such Grantor's organizational documents, as amended, as filed with such Grantor's jurisdiction of organization. As of the Effective Date, such Grantor

has not, during the past five years (i) other than as set forth in Part A of Exhibit A, been known by or used any other corporate or fictitious name, (ii) except as described on Exhibit E, been a party to any merger or consolidation or (iii) except as described in Exhibit E, acquired all of the Equity Interests or all or substantially all of the assets, or a business unit, division, product line or line of business of a Person.

3.6.Letter-of-Credit Rights and Chattel Paper. As of the Effective Date, Exhibit F lists all Letter-of-Credit Rights that are not Supporting Obligations and Chattel Paper of such Grantor involving amounts, individually or in the aggregate, in excess of $10,000,000. As of the date of the most recent delivery of quarterly and annual financial statements in accordance with the Credit Agreement, Exhibit F lists all Chattel Paper of such Grantor involving amounts, individually, in excess of $10,000,000. All actions requested by the Administrative Agent to be taken by such Grantor to protect and perfect the Administrative Agent's Lien on the Chattel Paper listed on Exhibit F (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder) have been duly taken. The Administrative Agent will have a fully perfected security interest in the Chattel Paper listed on Exhibit F prior to any other Liens other than Permitted Liens. Such Grantor has not pledged, assigned or delivered any letter of credit or Chattel Paper to any third party other than the Administrative Agent or the Term Debt Representative (to the extent required by the Intercreditor Agreement).

3.7.Accounts and Chattel Paper.

(a)The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be.

(b)With respect to its Accounts, as of the date of the most recently delivered Borrowing Base Certificate, (i) except as specifically disclosed on the most recent Borrowing Base Certificate, to such Grantor's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability of any Eligible Account or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor's books and records and any invoices, statements and Collateral Reports with respect thereto; and (ii) such Grantor has no knowledge that any Account Debtor in respect of any Eligible Account is unable generally to pay its debts as they become due.

(c)In addition, with respect to all of its Accounts indicated in any Borrowing Base Certificate to be an Eligible Account, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) the obligations set forth in Section 7.1 have been satisfied; and (iii) to such Grantor's knowledge, all Account Debtors have the capacity to contract.

3.8.Inventory. (a) With respect to any of its Inventory scheduled or listed on the most recent Borrowing Base Certificate, Exhibit A sets forth the information required thereby for all of such Grantor's Inventory (other than Inventory in transit) located at a location (i) owned by such Grantor and (ii) which is leased by such Grantor as lessee (x) where the aggregate value of the Inventory of such Grantor at such location is in excess of $5,000,000 and (y) where at least 80% of the Inventory of the Grantors at all leased real properties is located, as designated in Part B of Exhibit A and (b)(i) as of the Effective Date, Part C of Exhibit A sets forth the information required thereby for all of such Grantor's Inventory located at a location at which Inventory is held in a public warehouse or is otherwise held by a bailee or on

consignment where the aggregate value of the Inventory of such Grantor at such location is in excess of $1,000,000 and (ii) with respect to any of its Inventory scheduled or listed on the most recent Borrowing Base Certificate

delivered subsequent to the Effective Date, Part C of Exhibit A sets forth the information required thereby for all of such Grantor's Inventory located at a location at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment (x) where the aggregate value of the Inventory of such Grantor at such location is in excess of $5,000,000 and (y) where at least 80% of the Inventory located at locations at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment. In addition (a) such Inventory specified therein as Eligible Inventory satisfies the requirements applicable thereto, (b) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (c) the completion of manufacture, sale or other disposition of such Inventory (other than Inventory of the type described in clause (n) of the definition of Eligible Inventory) by the Administrative Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

3.9.Intellectual Property.

(a)Exhibit G is, as of the Effective Date, a complete and correct list of certain registered Intellectual Property owned by the Grantors representing approximately 80% of the aggregate value of all of the registered Intellectual Property owned by the Grantors as of the Effective Date, as calculated in good faith by the Company using a valuation methodology believed to be reasonable, as of the Effective Date.

(b)Except for dispositions permitted under the Credit Agreement, such Grantor owns or has the right to use all Material Intellectual Property free and clear of all Liens other than Permitted Liens.

(c)On the date hereof, all Material Intellectual Property is valid, subsisting, unexpired and enforceable, has not been abandoned and to such Grantor's knowledge, does not infringe, impair, misappropriate, dilute or otherwise violate ("Infringe") the intellectual property rights of any other Person in a manner that could reasonably be expected to materially impair the value of such Intellectual Property, taken as a whole, and, except as could not reasonably be expected to result in a Material Adverse Effect, is not being Infringed by any other Person.

(d)Except as set forth in Exhibit G, on the date hereof, none of the Material Intellectual Property is the subject of any licensing or franchising agreement pursuant to which such Grantor is the licensor.

(e)No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or challenge the validity, enforceability, ownership or use of, or such Grantor's rights in, any Intellectual Property in any respect, and such Grantor knows of no valid basis for same, in each case, in any respect that could reasonably be expected to have a Material Adverse Effect.

(f)No action or proceeding is pending, or, to the knowledge of such Grantor, threatened or imminent, on the date hereof (i) seeking to limit, cancel or challenge the validity, enforceability, ownership or use of any Intellectual Property or such Grantor's interest therein, or (ii) which, if adversely determined, would materially affect the value of any Intellectual Property to such Grantor, in each case, in any respect that could reasonably be expected to have a Material Adverse Effect.

(g)This Security Agreement is effective to create a valid and continuing Lien and, upon filing of appropriate financing statements in the offices listed on Exhibit D and a short form of this

Security Agreement with the United States Patent and Trademark Office, fully perfected first priority security interests (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in favor of the Administrative Agent on such Grantor's Material Intellectual Property, such perfected security interests are enforceable as such as against any and all creditors of and purchasers from such Grantor; and all action necessary or desirable to protect and perfect the Administrative Agent's Lien on such Grantor's Material Intellectual Property has been duly taken.

3.10.Filing Requirements. As of the Effective Date, none of such Grantor's Equipment is covered by any certificate of title, except for Vehicles and Aircraft Collateral. As of the Effective Date, none of the Collateral owned

by such Grantor is of a type for which security interests or liens may be perfected by filing under any federal statute except for (a) Vehicles; (b) Patents, Trademarks and Copyrights held by such Grantor; and (c) other Collateral in an aggregate amount not in excess of $5,000,000.

3.11.No Financing Statements, Security Agreements. No effective financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any relevant jurisdiction except (a) for financing statements or security agreements naming the Administrative Agent on behalf of the Secured Parties as the secured party or (b) as permitted by Section 4.1(e).

3.12.Pledged Collateral.

(a)As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral held by such Grantor; provided that (i) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests with an individual value in excess of $5,000,000; provided that the aggregate value of all such Equity Interests not listed on Exhibit C shall not exceed $15,000,000, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the aggregate value of all such Instruments not listed on Exhibit C shall not exceed $15,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the aggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. As ofthe Effective Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable and (ii) all Pledged Collateral which represents indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

(b)In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject that could reasonably be expected to materially and adversely affect the value of such Collateral or the rights or remedies of the Administrative Agent in respect thereof, (ii) other than in connection with a disposition permitted pursuant Section 6.05 of the Credit Agreement, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate any issuer of any Pledged Stock that is a Subsidiary of the Company to

issue additional Equity Interests, and (iii) with respect to any Pledged Stock issued by a Subsidiary of the Company, no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Stock pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Stock pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

(c)As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, except as set forth in Exhibit C, such Grantor owns 100% of the issued and outstanding Equity Interests of each issuer of Pledged Stock owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness (other than any such Indebtedness that is subordinated to the Secured Obligations) or subject to the terms of an indenture.

ARTICLE IV

COVENANTS

From the date of this Security Agreement, and thereafter until this Security Agreement is terminated, each Grantor agrees that:

4.1.General.

(a)Collateral Records. Such Grantor will maintain in all material respects complete and accurate books and records with respect to the Collateral owned by it, and furnish to the Administrative Agent, with sufficient copies for each of the Lenders, such reports relating to such Collateral as the Administrative Agent shall from time to time reasonably request.

(b)Authorization to File Financing Statements; Ratification. Such Grantor hereby authorizes the Administrative Agent to file, and if requested will deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be requested by the Administrative Agent in order to maintain, to the extent required hereunder or under the Credit Agreement, a first priority perfected security interest (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in and, if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any ^.UCC jurisdiction and may (i) indicate such Grantor's Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Such Grantor also agrees to furnish any such information to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

(c)Further Assurances: Exceptions to Perfection. Such Grantor will, upon the request of the Administrative Agent, furnish to the Administrative Agent statements and schedules further

identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral as the Administrative Agent may reasonably request, all in such detail as the Administrative Agent may reasonably specify. Such Grantor also agrees to take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Administrative Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder. Notwithstanding the foregoing however, in addition to the other exceptions made in this Security Agreement to the perfection of the Liens created hereby, if no Default exists:

(i)a Grantor may retain any letters of credit and money received or held in the ordinary course of business;

(ii)a Grantor shall not be required to:

(A)take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, perfect or protect the security interest of the Administrative Agent in the Equity Interest of any Foreign Subsidiaries pledged pursuant hereto or in any Intellectual Property registered outside the Untied States of America;

(B)obtain and deliver to the Administrative Agent, for the purpose of any fixture filings to be made by the Administrative Agent, real property descriptions for any of such Debtor's locations or places of business (other than with respect to the Mortgaged Property to the extent required by the Credit Agreement);

(C)file or have filed any effective financing statement under the provisions of

the Food Security Act of 1985 (7 U.S.C. §1631, as amended) and the regulations promulgated thereunder; or

(D)obtain the consent of any third party with respect to the pledge hereunder of any Pledged Collateral issued by a Person who is not a wholly-owned Subsidiary or otherwise cause the Administrative Agent to have Control over any Pledged Collateral issued by a Person who is not a wholly-owned Subsidiary.

(d)Disposition of Collateral. Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions permitted pursuant to Section 6.05 of the Credit Agreement.

(e)Liens. Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security interest created by this Security Agreement, and (ii) other Permitted Liens.

(f)Other Financing Statements. Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except in respect of Liens permitted by Section 4.1(e). Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Administrative Agent, subject to such Grantor's rights under Section 9-509(d)(2) of the UCC.

(g)Locations. Such Grantor will not maintain any Inventory, Equipment, Farm Products, books and records relating to the Collateral or other tangible Collateral (other than Collateral in transit) owned by it at any location (other than (i) those locations listed on Exhibit A or identified in a notice

delivered to the Administrative Agent pursuant to Section 4.13, and (ii) those locations not required by Section 3.8 to be listed on Exhibit A) unless it shall have notified the Administrative Agent in writing, by amending, supplementing or restating Exhibit A hereto to add any such other location, no later than the date required for delivery of the Borrowing Base Certificate pursuant to Section 5.01(f) of the Credit Agreement and shall have obtained a Collateral Access Agreement for each such location to the extent required by Section 4.13.

(h)Compliance with Terms. Such Grantor will perform and comply with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral except to the extent any failure to comply could not reasonably be expected to result in a Material Adverse Effect.

4.2.Receivables.

(a)Certain Agreements on Receivables. Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, so long as no Event of Default shall have occurred and be continuing, such Grantor may reduce the amount of any Receivable in accordance with its present policies and in the ordinary course of business or otherwise as appropriate in its commercially reasonable business judgment.

(b)Collection of Receivables. Except as otherwise provided in this Security Agreement, such Grantor will use commercially reasonable efforts to collect and enforce, at such Grantor's sole expense and as appropriate in its commercially reasonable business judgment, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

(c)Delivery of Invoices. At the request of the Administrative Agent, such Grantor will promptly deliver to the Administrative Agent duplicate invoices with respect to each Account requested by the Administrative Agent and owned by such Grantor bearing such language of assignment as the Administrative Agent shall specify.

(d)Disclosure of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount owing on any Eligible Account in excess of $500,000 owned by such Grantor exists or (ii) if, to the knowledge of such Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been

asserted or threatened with respect to any such Eligible Account in excess of $500,000, such Grantor will disclose such fact to the Administrative Agent in writing together with the delivery of each Borrowing Base Certificate.

(e)Electronic Chattel Paper. Such Grantor shall take all steps requested by the Administrative Agent to grant the Administrative Agent Control of all electronic chattel paper involving amounts in excess of $5,000,000, in accordance with the UCC and all "transferable records" as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

4.3.Inventory and Equipment.

(a)Maintenance of Goods. Such Grantor will do all things necessary to maintain, preserve, protect and keep its Inventory and the Equipment material to the conduct of its business in good repair and working and saleable condition, except for (i) damaged or defective goods arising in the ordinary course of such Grantor's business, (ii) ordinary wear and tear in respect of the Equipment, (iii) casualty and condemnation events (to the extent such casualty or condemnation, individually or in the aggregate,

could not reasonably be expected to result in a Material Adverse Effect) and (iv) dispositions permitted pursuant to the Credit Agreement.

(b)Returned Inventory. Such Grantor shall, at such time as any Financial Officer of such Grantor knows or should have known, promptly report to the Administrative Agent any return of Inventory involving an amount in excess of $20,000,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to such Grantor when an Event of Default exists, such Grantor, upon the request of the Administrative Agent, shall: (i) hold the returned Inventory in trust for the Administrative Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Administrative Agent's written instructions; and (iv) not issue any credits or allowances with respect thereto without the Administrative Agent's prior written consent. All returned Inventory shall be subject to the Administrative Agent's Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor with respect to such returned Inventory and such returned Inventory shall not be Eligible Inventory.

(c)Inventory Count; Perpetual Inventory System. Such Grantor will conduct a physical count of its Inventory or other similar procedure in accordance with GAAP at least once per fiscal year, and after and during the continuation of an Event of Default, at such other times as the Administrative Agent requests. Such Grantor, at its own expense, shall deliver to the Administrative Agent the results of each physical verification, which such Grantor has made, or has caused any other Person to make on its behalf, of all or any portion of its Inventory. Such Grantor will maintain a perpetual inventory reporting system at all times.

4.4.Delivery of Instruments, Securities, Chattel Paper and Documents. Subject to the Intercreditor Agreement, such Grantor will (a) deliver to the Administrative Agent, within 30 days of the execution of this Security Agreement (or such later date as the Administrative Agent may agree to in its sole discretion) any Chattel Paper, Certificated Securities and Instruments constituting Collateral owned by it whose value exceeds $5,000,000, (b) hold in trust for the Administrative Agent upon receipt and (i) promptly thereafter deliver to the Administrative Agent, all Certificated Securities that represent Equity Interests in Subsidiaries and (ii) contemporaneously with the delivery of quarterly and annual financial statements in accordance with the Credit Agreement, deliver to the Administrative Agent any such Chattel Paper, Certificated Securities and Instruments constituting Collateral whose value exceeds $5,000,000; provided that with respect to a new issuance of Certificated Securities that represent Equity Interests of an issuer whose Equity Interests have previously been pledged to the Administrative Agent, such newly issued Certificated Securities shall be delivered within 30 days of such issuance, (c) cause any Indebtedness of a Restricted Subsidiary owed to any Grantor in excess of $5,000,000 to be evidenced by a duly executed promissory note (or subject to a global note) that, in either case, is pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, with such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request; provided that the Company will deliver to the Administrative Agent a duly executed global note for loans among the Company and the Restricted Subsidiaries

together with proper instruments of assignment duly executed and such other instruments or documents as the Administrative Agent may reasonably request within 30 days of the Effective Date, or such longer period as the Administrative Agent may agree, in its sole discretion, and (d) upon the Administrative Agent's reasonable request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral; provided that prior to an Event of Default, no Grantor shall have any obligation to deliver any such Documents with a value, in any individual case, less than $3,000,000.

4.5.Uncertificated Pledged Collateral. a) Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any Pledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent use its commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent, giving the Administrative Agent Control other than with respect to Pledged Collateral that constitutes Permitted Investments in an Excluded Account.

(b)Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Subsidiary pledged hereunder that is represented by a certificate, shall be a "security" within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and, unless otherwise approved by the Administrative Agent, shall at all times hereafter be represented by a certificate, which shall be a "security" within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of such jurisdiction.

(c)Each Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder and not represented by a certificate shall not be a "security" within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and (ii) the Grantors shall at no time elect to treat any such interest as a "security" within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest (except that the Grantors may elect to so treat any such interest as a "security" and issue any certificate representing such interest if promptly thereafter the applicable Grantor delivers such certificate to the Administrative Agent).

(d)In the event the interests in any limited liability company or limited partnership not represented by a certificate are pledged by a Grantor hereunder after the Effective Date such Grantor shall promptly thereafter provide the Administrative Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

4.6.Pledged Collateral.

(a)Changes in Capital Structure of Issuers. Such Grantor will not (i) permit or suffer any Subsidiary that is an issuer of an Equity Interest constituting Pledged Collateral owned by it to dissolve,

merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership,

reduce its capital, sell or encumber all or substantially all of its assets (except for dissolutions, mergers or liquidations permitted pursuant to Section 6.03 of the Credit Agreement, Permitted Liens and sales of assets permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity (except for mergers or consolidations permitted pursuant to Section 6.03 of the Credit Agreement), or (ii) vote any such Pledged Collateral in favor of any of the foregoing.

(b)Issuance of Additional Securities. Except as permitted by the Credit Agreement, such Grantor will not permit or suffer any Subsidiary that is an issuer of Pledged Stock owned by it to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor or any other Grantor.

(c)Registration of Pledged Collateral. If an Event of Default shall have occurred and be continuing, such Grantor will permit any registerable Pledged Collateral owned by it to be registered in the name of the Administrative Agent or its nominee at any time at the option of the Administrative Agent.

(d)Exercise of Rights in Pledged Collateral.

(i)Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent in respect of such Pledged Collateral.

(ii)Such Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.

(iii)Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral held by it to the extent not in violation of the Credit Agreement other than dividends and interest paid at any time when an Event of Default shall have occurred and be continuing (collectively referred to as the "Excluded Payments"); provided, however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement.

(iv)All Excluded Payments, whenever paid or made, shall be delivered to the Administrative Agent to hold as Pledged Collateral (or, if paid in cash, deposited in a Controlled Deposit Account) and shall, if received by such Grantor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Administrative Agent as Pledged Collateral or deposited in a Controlled Deposit Account, as applicable, in the same form as so received (with any necessary endorsement).

(v)Such Grantor hereby authorizes and instructs each issuer of any Investment Property pledged by such Grantor hereunder to, and each Grantor that is an issuer of Investment Property pledged by another Grantor agrees and consents to, (i) comply with any

instruction received by it from the Administrative Agent in writing (and any other issuer from time to time hereby agrees to comply with such instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

4.7.Intellectual Property.

(a)At the request of the Administrative Agent such Grantor will use its commercially reasonable efforts

to secure all consents and approvals necessary or appropriate for the assignment to or benefit of the Administrative Agent of any Material Intellectual Property held by such Grantor and to enforce the security interests granted hereunder.

(b)To the extent constituting Material Intellectual Property, such Grantor will (i) continue to use in all material respects each Trademark in connection with each and every trademark class of goods or services applicable to its current business in order to maintain such Trademark in full force free in all material respects from any claim of abandonment for non-use, (ii) maintain as in the past the quality of all products and services offered under such Trademark in all material respects, (iii) use each Trademark with all appropriate notices of registration and other legends required by applicable laws in all material respects, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not (and use commercially reasonable efforts to not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark could reasonably be expected to become invalidated or impaired in any material respect.

(c)Such Grantor will not do any act, or omit to do any act, whereby any Patent may become forfeited, abandoned or dedicated to the public, in any respect that could reasonably be expected to have a Material Adverse Effect.

(d)Such Grantor will not (and will use commercially reasonably efforts to not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired to the extent that could reasonably be expected to have a Material Adverse Effect. Such Grantor will not (either itself or through licensees) do any act whereby any portion of any Copyright may fall into the public domain to the extent that could reasonably be expected to have a Material Adverse Effect.

(e)Such Grantor (either itself or through licensees) will not do any act that knowingly uses any Intellectual Property to Infringe the intellectual property rights of any other Person in each case, in any respect that could reasonably be expected to have a Material Adverse Effect.

(f)Such Grantor shall notify the Administrative Agent promptly if it knows or has reason to know that any application or registration relating to any Material Intellectual Property is reasonably likely to become forfeited, abandoned or dedicated to the public, or of any material adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor's rights in, or the validity, enforceability, ownership or use of any Material Intellectual Property, including, without limitation, its right to register the same, or to keep and maintain the same.

(g)Upon request of the Administrative Agent, such Grantor shall execute and deliver any and all security agreements as the Administrative Agent may request to evidence the Administrative Agent's security interest in any registered Intellectual Property (or, with respect to any Material Intellectual Property, the Administrative Agent's first priority security interest therein).

(h)Such Grantor shall take all actions necessary or reasonably requested by the Administrative Agent to maintain the registration of each of its material Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition and interference and cancellation proceedings, unless such Grantor shall determine, in its reasonable business judgment, that such Patent, Trademark or Copyright is not material to the conduct of such Grantor's business or the business of the Grantors, taken as a whole.

(i)Such Grantor shall, unless it shall, in its reasonable business judgment, determine that such Intellectual Property is in no way material to the conduct of its business or operations (or the business or operations of the Grantors, taken as a whole), promptly take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property, including, by suing for Infringement, and recovering any and all damages for such Infringement. In the event that such Grantor institutes suit because any of its Intellectual Property constituting Collateral is Infringed, such Grantor shall comply with Section 4.8.

4.8.Commercial Tort Claims. Such Grantor shall promptly, and in any event within 30 days after the same is acquired by it, notify the Administrative Agent of any Commercial Tort Claim (as defined in the UCC) in excess of $10,000,000 acquired by it and, unless the Administrative Agent otherwise consents, such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit I hereto, granting to Administrative Agent a first priority security interest (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in such Commercial Tort Claim.

4.9.Commodity and Security Accounts. Unless an Event of Default exists, no Grantor will be required to grant the Administrative Agent Control over any commodity or securities account. At the Administrative Agent's request after the occurrence and during the continuation of an Event of Default, each Grantor will take such action as the Administrative Agent may require to grant the Administrative Agent Control over all commodities accounts and all securities accounts that are not Excluded Accounts owned by the Grantors.

4.10.No Interference. Such Grantor agrees that it will not interfere with any right, power and remedy of the Administrative Agent provided for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent of any one or more of such rights, powers or remedies.

4.11.Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts after the Effective Date to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility or other location where Inventory is stored or located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Inventory at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent; provided that such Grantor shall not be required to seek to obtain a Collateral Access Agreement with respect to any location (i) subject to a Collateral Access Agreement (as defined in the Existing Credit Agreement) pursuant to the Prior Security Agreement or for which such Grantor used commercially reasonable efforts to obtain a Collateral Access Agreement pursuant to the Prior Security Agreement, (ii) where Inventory is held by a

bailee or on consignment at which the value of the Inventory stored or located is less than $5,000,000 so long as the aggregate amount of the Inventory of all Grantors at such locations for which the Grantors do not seek to obtain Collateral Access Agreements does not exceed 80% of the Inventory of the Grantors at all locations where Inventory is held by a bailee or on consignment and (iii) which is real property leased by such Grantor where the aggregate value of the Inventory of such Grantor at such location is less than $5,000,000 so long as the aggregate amount of the Inventory of all Grantors at such locations for which the Grantors do not seek to obtain Collateral Access Agreements does not exceed 80% of the Inventory of the Grantors at all leased real properties is located. Except as could not reasonably be expected to have a Material Adverse Effect, such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Inventory is or may be located.

4.12.Deposit Account Control Agreements. Such Grantor will provide to the Administrative Agent a Deposit Account Control Agreement in respect of each deposit account of such Grantor, other than any Excluded Account, duly executed on behalf of such Grantor and each financial institution holding such deposit account of such Grantor; providedthat, the Administrative Agent may, in its discretion, defer delivery of any such Deposit Account Control Agreement, establish a Reserve with respect to any deposit account for which the Administrative Agent has not received such Deposit Account Control Agreement, and may require such Grantor to open and maintain a new deposit account with a financial institution subject to a Deposit Account Control Agreement; providedfurther that no such Deposit Account Control Agreement shall be required prior to the date that is 60 days following the Effective Date (or such later date as the Administrative Agent shall agree in its sole discretion). In the case of Deposit Accounts (other than Excluded Accounts) maintained with Lenders, the terms of the agreement granting Control shall be subject to the provisions of the Credit Agreement regarding setoffs. Notwithstanding the foregoing, the Company shall determine the aggregate balance of cash and Permitted Investments of all Grantors in accounts (other than Excluded Accounts) not subject to Deposit Account Control Agreements or other appropriate Control agreements in favor of the Administrative Agent at each time when the Company delivers Borrowing Base reports pursuant to Section 5.01(f) of

the Credit Agreement and if such aggregate balance shall at any time of determination exceed $10,000,000, the Company shall promptly eliminate such excess from such accounts or shall within 30 days enter, or cause the applicable Grantors to enter, into one or more Deposit Account Control Agreements or other appropriate Control agreements with respect to each relevant account in favor of the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent so that there shall not thereafter be any such excess.

4.13.Change of Name or Location. Such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) in the case of a Grantor that is not a registered organization, change its chief executive office or sole place of business, as applicable, as set forth in this Security Agreement, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or organization, or (e) change its state of incorporation or organization, in each case, unless it shall have provided the Administrative Agent at least fifteen days' days prior written notice thereof and taken any action reasonably requested by the Administrative Agent in connection therewith to continue the perfection following such change of any Liens in favor of the Administrative Agent, on behalf of Secured Parties, in any Collateral; provided that any new location shall be in the United States.

4.14.Updated Collateral Information. Such Grantor shall promptly furnish to the Administrative Agent from time to time upon the Administrative Agent's reasonable request, such updates to the information covered by Article III, including any of Exhibits A through I hereto, such that such updated information and exhibits are true and correct as of the date so furnished.

ARTICLE V

REMEDIES

5.1.Remedies.

(a)Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may exercise any or all of the following rights and remedies:

(i)those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided that this Section 5.1(a) shall not be understood to limit any rights or remedies available to the Administrative Agent and the Secured Parties prior to an Event of Default;

(ii)those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement;

(iii)give notice of sole control or any other instruction under any Deposit Account Control Agreement or any other control agreement with any securities or commodity intermediary and take any action therein with respect to such Collateral;

(iv)without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor's premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable; and

(v)concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates

or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright owner thereof.

(b)The Administrative Agent, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(c)The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases.

(d)Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent's remedies (for the benefit of the Administrative Agent and Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.

(e)Notwithstanding the foregoing, neither the Administrative Agent nor the Secured Parties shall be required to (1) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

(f)Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.

5.2.Grantor's Obligations Upon Default. Upon the request of the Administrative Agent after the occurrence and during the continuance of an Event of Default, each Grantor will:

(a)assemble and make available to the Administrative Agent the Collateral and all books and records relating thereto at any place or places specified by the Administrative Agent, whether at a Grantor's premises or elsewhere;

(b)permit the Administrative Agent, by the Administrative Agent's representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy;

(c)prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such

other documentation in connection with the Pledged Collateral as the Administrative Agent may request, all in form and substance satisfactory to the Administrative Agent, and furnish to the Administrative Agent, or cause an issuer of Pledged Collateral to furnish to the Administrative Agent, any information regarding the Pledged Collateral in such detail as the Administrative Agent may specify;

(d)take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Administrative Agent to consummate a public sale or other disposition of the Pledged Collateral; and

(e)at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Administrative Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Agent's request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an agingof all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

5.3.Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor's or any other Grantor's Inventory directly to any person, including without limitation persons who have previously purchased any such Inventory and in connection with any such sale or other enforcement of the Administrative Agent's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

5.4.Subordination. Each Grantor and each Issuer that executes and delivers any Acknowledgement and Consent confirming that it is bound hereby, hereby agrees that, upon the occurrence and during the continuance of an Event of Default, unless otherwise agreed by the Administrative Agent, all Indebtedness owing to it by the Company or any of its Restricted Subsidiaries shall be fully subordinated to the indefeasible payment in full in cash of such Grantor's Secured Obligations or Guaranteed Obligations, as the case may be.

5.5.Margin Stock. In the event that the aggregate fair market value of the Margin Stock owned by the Grantors exceeds $2,000,000, the Company shall deliver to the Administrative Agent a completed Form FR U-1 and a completed Form FR G-3 reasonably satisfactory to the Administrative Agent.

ARTICLE VI

ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY

6.1.Account Verification. The Administrative Agent may upon the occurrence and during the continuance of an Event of Default, in the Administrative Agent's own name, in the name of a nominee of the Administrative Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor to verify with such Persons, to the Administrative Agent's satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.

6.2.Authorization for Secured Party to Take Certain Action.

(a)Each Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to

execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent's security interest in the Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent's security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Administrative Agent Control over such Pledged Collateral, (v) to apply, subject to the Intercreditor Agreement, the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Section 7.3, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor's name on any invoice or bill of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor's rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

(b)All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Administrative Agent, for the benefit of the Secured Parties, under this Section 6.2 are solely to protect the Administrative Agent's interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. The Administrative Agent agrees that, except for the powers granted in Section 6.2(a)(i)-(vi) and Section 6.2(a)(xvi), it shall not exercise any power or authority granted to it unless an Event of Default has occurred and is continuing.

6.3.Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED

COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT.

6.4.Nature of Appointment; Limitation of Duty.THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY

AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE ADMINISTRATIVE AGENT, NOR ANY SECURED PARTY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

ARTICLE VII

COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS;

DEPOSIT ACCOUNTS

7.1.Collection of Receivables; Lockbox of Payments.

(a)Lockboxes. On or before the date that is 60 days following the Effective Date (or such later date as the Administrative Agent shall agree in its sole discretion), each Grantor shall (a) execute and deliver to the Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than an Excluded Account) maintained by such Grantor as of the Effective Date into which cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a "Collateral Deposit Account"), which Collateral Deposit Accounts are identified as such on Exhibit B, and (b) establish lock box service (the "Lock Boxes") with the bank(s) set forth in Exhibit B, which lock boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Administrative Agent and shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to any Controlled Deposit Account (a "Lock Box Agreement"). After the Effective Date, each Grantor will comply with the terms of Section 7.2.

(b)Notice to Account Debtors and Receivables Entity. Each Grantor shall direct all of its Account Debtors to forward payments directly to Lock Boxes or Collateral Deposit Accounts provided that each Receivables Originator may direct its Account Debtors to make payments to lock boxes and Deposit Accounts owned by or otherwise under the Control of the Receivables Entity. Each Receivable Originator will cause the Receivable Entity to forward payments arising from the sale by the Receivable Originators of their Receivables directly to one of the Lock Boxes or Collateral Deposit Accounts.

7.2.Funds in the Controlled Deposit Accounts. When no Event of Default exists, the Grantors shall be entitled to utilize the funds in any Controlled Deposit Account. When an Event of Default exists and the Administrative Agent provides notice thereof to the depository bank at which a Controlled Deposit Account is maintained, no Grantor shall be entitled to utilize the funds in the such Controlled Deposit Account, the Administrative Agent shall have sole access to the related Lock Boxes and such Controlled Deposit Accounts and no Grantor shall otherwise remove any item from such Lock Boxes or from such Controlled Deposit Account without the Administrative Agent's prior written consent. After notice has been provided pursuant to the foregoing sentence, if any Grantor thereafter shall refuse or neglect to notify any Account Debtor or the Receivables Entity to forward payments directly to a Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account, the Administrative Agent be entitled to make such notification directly to Account Debtor or the Receivables Entity. If notwithstanding the foregoing instructions, any Grantor receives any proceeds of any Receivables (whether from the payment thereof, the sale to the Receivables Entity or otherwise) while an Event of Default exists such Grantor shall receive such payments as the Administrative Agent's trustee, and shall promptly deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it in a Collateral Deposit Account.

7.3.Covenant Regarding New Deposit Accounts; Lock Boxes. Before opening or replacing any Collateral Deposit Account or other Deposit Account (other than an Excluded Account), or establishing a new Lock Box, each

Grantor shall cause each bank or financial institution in which it seeks to open (i) a Deposit Account, to enter into a Deposit Account Control Agreement with the Administrative Agent in order to give the Administrative Agent Control of such Deposit Account, or (ii) a Lock Box, to enter into a Lock Box Agreement with the Administrative Agent in order to give the Administrative Agent Control of the Lock Box. In the case of Deposit Accounts or Lock Boxes maintained with Lenders, the terms of such letter shall be subject to the provisions of the Credit Agreement regarding setoffs.

7.4.Application of Proceeds; Deficiency. At any time that an Event of Default has occurred and is continuing the Administrative Agent may require all cash proceeds of the Collateral, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral received when an Event of Default exists shall be applied, subject to the Intercreditor Agreement, in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into the Company's general operating account with the Administrative Agent or as a court of competent jurisdiction shall otherwise direct. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys' fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency.

ARTICLE VIII

GENERAL PROVISIONS

8.1.Waivers. To the maximum extent permitted under applicable law, each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (a) the date of any such public sale or (b) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any

Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Administrative Agent or such Secured Party as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

8.2.Limitation on Administrative Agent's and Secured Parties' Duty with Respect to the Collateral. The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each Secured Party shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Administrative Agent nor any Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative Agent or such Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Administrative Agent (i) to fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection

or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent's exercise of remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2.

8.3.Compromises and Collection of Collateral. The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action.

8.4.Secured Party Performance of Debtor Obligations. Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and failed to so in the time frame required hereunder, and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors' obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable not later than 10 Business Days after receipt of a reasonably detailed invoice therefor.

8.5.Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.11, 4.12, 4.13, 5.3, or 8.7 or in Article VII will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and Lenders have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the Lenders to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Grantors.

8.6.Dispositions Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Administrative Agent or the Secured Parties unless such authorization is in writing signed by the Administrative Agent with the consent or at the direction

of the Required Lenders required under Section 9.02 of the Credit Agreement).

8.7.No Waiver; Amendments; Cumulative Remedies. No delay or omission of the Administrative Agent or any Secured Party to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. Except for the execution and delivery of a Joinder Agreement pursuant to Section 5.14 of the Credit Agreement and Section 8.16 hereof, no waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Administrative Agent with the concurrence or at the direction of the Lenders required under Section 9.02 of the Credit Agreement (and in compliance with the Intercreditor Agreement) and then only to the extent in such writing specifically set forth. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Secured Parties until the Secured Obligations have been paid in full. No notice to or demand on any Grantor in any case shall

entitle such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.

8.8.Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.

8.9.Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor's assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

8.10.Benefit of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Administrative Agent and the other Secured Parties and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Lenders and any assignment in violation of this Section 8.10 shall be null and void. No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Secured Parties, hereunder.

8.11.Survival of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.

8.12.Taxes and Expenses. Any taxes (including income taxes) payable or ruled payable by Federal or State or other taxing entity or authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any. The Grantors shall reimburse, as set forth in Section 9.03 of the Credit Agreement, the

Administrative Agent for any and all out-of-pocket expenses paid or incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, collection and enforcement ofthis Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral). Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.

8.13.Headings. The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.

8.14.Termination; Release. b) This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations (other than any Banking Services Obligations, Swap Obligations or contingent indemnification obligations not yet due and payable) have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or supporting letter of credit has been delivered to the Administrative Agent as required by the Credit Agreement) and no commitments of the Administrative Agent or the Lenders which would give rise to any Secured Obligations (other than any Banking Services Obligations, Swap Obligations or contingent indemnification obligations not yet due and payable) are outstanding.

(b)Liens on the Collateral will be released in accordance with Section 9.02(d) of the Credit Agreement and Section 4.2 of the Intercreditor Agreement.

8.15.Entire Agreement; Amendment and Restatement. This Security Agreement together with the other Loan Documents embodies the entire agreement and understanding between the Grantors and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Administrative Agent relating to the Collateral. This Security Agreement amends and restates in its entirety the Prior Security Agreement. The execution of this Security Agreement does not extinguish the Liens created under the Prior Security Agreement nor does it constitute a novation with respect to such Liens, which Liens are continued hereunder.

8.16.Additional Grantors. Each Grantor acknowledges that, pursuant to Section 5.14 of the Credit Agreement, the Company and each other Loan Party is required to cause each Material Subsidiary created or acquired after the Effective Date and any Subsidiary that otherwise becomes a Material Subsidiary after the Effective Date to become a party hereto as an additional Grantor (each such Person, an "Additional Grantor") by executing and delivering a Joinder Agreement (a "Joinder") substantially in the form of Exhibit D to the Credit Agreement along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent's or any of the other Secured Party's actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

8.17.Choice of Law. This Security Agreement shall be construed in accordance with and governed by the law 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.

8.18.Counterparts. This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by

signing any such counterpart. Delivery of an executed counterpart of a signature page of this Security Agreement by facsimile or by other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement.

8.19.Intercreditor Agreement. Notwithstanding anything to the contrary contained in this Security Agreement, the Liens granted pursuant to this Security Agreement or any other Loan Document shall be subject to the terms and conditions of (and the exercise of any right or remedy by the Administrative Agent hereunder or thereunder shall be subject to the terms and conditions of), the Intercreditor Agreement. In the event of any conflict between this Security Agreement or any other Loan Document and the Intercreditor Agreement, the Intercreditor Agreement shall control, and no right, power, or remedy granted to the Administrative Agent hereunder or under any other Loan Document shall be exercised by the Administrative Agent, and no direction shall be given by the Administrative Agent in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) shall be subject to the terms of the Intercreditor Agreement, and, with respect to the Term Debt Priority Collateral until the Term Debt Obligations Payment Date, any obligation of the Company and other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any Term Debt Priority Collateral, the novation of any lien on any certificate of title, bill of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any Term Debt Priority Collateral shall be deemed to be satisfied if the Company or such Grantor, as applicable, complies with the requirements of the similar provision of the applicable Term Debt Document. Until the Term Debt Obligations Payment Date, the delivery of any Term Debt Priority Collateral to the Term Debt Representative pursuant to the Term Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.

ARTICLE IX

NOTICES

9.1.Sending Notices. Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section 9.01 of the Credit Agreement.

IN WITNESS WHEREOF, the Grantors and the Administrative Agent have executed this Security Agreement as of the date first above written.

GRANTORS:
Smithfield Foods, Inc., a Virginia corporation
By:	/s/ Timothy Dykstra
	Name:	Timothy Dykstra
	Title:	Vice President
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: Tim 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 Farms of Texhoma, Inc., an Oklahoma corporation
Murphy-Brown LLC, a Delaware limited liability company
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/ Charles McCarrick
	Name:	Charles McCarrick
	Title:	President

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Administrative Agent
By:	/s/ James V. Kenwood
	James V. Kenwood, Executive Director
By:	/s/ Izumi Fukushima
	Izumi Fukushima, Executive Director

EXHIBITS AND SCHEDULES

Exhibit A-Information and Collateral Locations

Exhibit B-Deposit Accounts and Lock Boxes

Exhibit C-Pledge Collateral, Securities and Other Investment Property

Exhibit D-Offices in which Financing Statements will be Filed

Exhibit E-Mergers and Acquisitions

Exhibit F-Letter of Credit Rights and Chattel Paper

Exhibit G-Intellectual Property

Exhibit H-Commercial Tort Claims

Exhibit A

to

Smithfield Foods, Inc.

Second Amended and Restated Security Agreement

Information and Collateral Locations

Part A

Notice Address for all Grantors:

Smithfield Foods, Inc.

200 Commerce Street

Smithfield, VA 23430

Attention: Robert Manly and Ken Sullivan

Fax: 757-365-3025 / 757-365-3070

Current Legal Name	Former Legal Names (if any), within the last five years	Organization Type	Jurisdiction of Organization	EIN	Org ID	Address of Principal Place of Business/Chief Executive Office
Smithfield Foods, Inc.		Corporation	Virginia	52- 00845861	VA 0488419-3	200 Commerce Street Smithfield, Virginia 23430
Armour-Eckrich Meats LLC	Arm-Eck Acquisition, Inc.; Arm-Eck Acquisition, LLC	Limited Liability Company	Delaware	20- 5453728	DE 4211897	4225 Naperville Road, Suite 600 Naperville, IL 60532
Brown's Realty Partnership		Partnership	North Carolina	30- 0163824	N/A	2822 Highway 24 West Warsaw, NC 28398
Carroll's Realty Partnership		Partnership	North Carolina	56- 1811510	N/A	2822 Highway 24 West Warsaw, NC 28398
Farmland Foods, Inc.	Farmland Distribution, Inc.; North Side Foods, Inc.	Corporation	Delaware	91- 2197206	DE 3678541	11500 NW Ambassador Drive, Suite 500 Kansas City, MO 64153
John Morrell & Co.		Corporation	Delaware	36- 2332471	DE 0668116	805 East Kemper Road OH 45246-2515
Jonmor Investments, Inc.		Corporation	Delaware	51- 0374361	DE 2607364	103 Baynard Building, 3411 Silverside Road Wilmington, DE 19810
Murphy-Brown LLC		Limited Liability Company	Delaware	54- 2038078	DE 3362999	2822 Highway 24 West Warsaw, NC 28398
Patcud Investments, Inc.		Corporation	Delaware	51 - 0336853	DE 2276335	103 Baynard Building, 3411 Silverside Road Wilmington, DE 19810
Patrick Cudahy, LLC	Patcud Merger Sub, LLC; Patrick Cudahy, Incorporated; PC Express, Inc.; 814 Americas, Inc.	Limited Liability Company	Delaware	39-1500683	DE 4970459	One Sweet Apple-Wood Lane Cudahy, WI 53110
Premium Pet Health, LLC		Limited Liability Company	Delaware	20-1903611	DE 3884243	1485 E. 61st Ave. Denver, CO 80216

Premium Standard Farms, LLC	New PSF, LLC; Premium Standard Farms, Inc.	Limited Liability Company	Delaware	26- 2335393	DE 4400858	P.O. Box 194/Hwy 65 N Princeton, Missouri 64673
SF Investments, Inc.		Corporation	Delaware	51- 0326024	DE 2222594	103 Baynard Building, 3411 Silverside Road Wilmington, DE 19810
SFFC, Inc.		Corporation	Delaware	51- 0335501	DE 2267124	103 Baynard Building, 3411 Silverside Road Wilmington, DE 19810
Smithfield Global Products Inc.		Corporation	Delaware	52-2242173	DE 3210353	370 East Maple Ave., Suite 302 Langhorne, PA 19047
Smithfield Purchase Corporation		Corporation	North Carolina	54- 1999263	NC 04931 13	200 Commerce Street Smithfield, VA 23430
Smithfield Transportation Co., Inc.	Smithfield Packing Transportation Co., Inc.; Gwaltney Transportation Co.; LPC Transport, Inc.; Valleydale Transportation Company, Inc.	Corporation	Delaware	54- 1537778	DE 2220846	501 N. Church Street Smithfield, VA 23430
Smithfield-Carroll's Farms		Partnership	Virginia	56- 1543013	N/A	2822 Highway 24 West Warsaw, NC 28398
Stefano Foods, Inc.		Corporation	North Carolina	56-1865731	NC 0338899	4825 Hovis Road Charlotte, NC 28208
The Smithfield Packing Company, Incorporated	Gwaltney of Smithfield, Ltd.	Corporation	Delaware	54-1177500	DE 0922251	111 Commerce Street Smithfield, VA 23430
SFRMH Liquidation, Inc.	RMH Foods, Inc.	Corporation	Delaware	37- 0907676	DE 0851484	226 West Adams Street Morton IL, 61550
Murphy Farms of Texhoma, Inc.		Corporation	Oklahoma	73- 1436377	OK 1900529956	911 Texas Street (PO Box 426) Texhoma, OK 73949

Owned Real Property

Entity (Meat Producing Group)	Address	City	State	Zip
Farmland Foods, Inc.	RR 2, PO Box 247	Milan	MO	63556
The Smithfield Packing Company, Incorporated	424 E. Railroad St.	Clinton	NC	28328
Smithfield Foods, Inc.	2001-A Susan Tart Rd.	Dunn	NC	28334
Smithfield Foods, Inc.	3600 Thermo Rd.	Beaver Co.	UT	84751
Armour-Eckrich Meats LLC	6500 Tradewater Parkway	Atlanta	GA	30336
Smithfield Foods, Inc.	200 Commerce St.	Smithfield	VA	23430
The Smithfield Packing Company, Incorporated	111 Commerce Street	Smithfield	VA	23430
Smithfield Foods, Inc.	112 Commerce St.	Smithfield	VA	23430
The Smithfield Packing Company, Incorporated	South 23rd Street	Middlesboro	KY	40965

Armour-Eckrich Meats LLC	8426 Baumgart Rd	Evansville		IN	47725-1516
Armour-Eckrich Meats LLC	5301 Merchandise Dr	Fort Wayne		IN	46825-5139
Armour-Eckrich Meats LLC	3120 N Kenmore St	South Bend		IN	46628-4310
Armour-Eckrich Meats LLC	2522 Plantside Dr	Louisville		KY	40299-2530
Armour-Eckrich Meats LLC	1124 E Lincoln St	Findlay		OH	45840-6436
Armour-Eckrich Meats LLC	1901 W Iola St	Broken Arrow		OK	74012-2330
Armour-Eckrich Meats LLC	4623 Sw 18th St	Oklahoma City		OK	73128-3001
Armour-Eckrich Meats LLC	810 Commonwealth Dr	Warrendale		PA	15086-7525
Armour-Eckrich Meats LLC	1603 Commerce Street	Marshall		TX	75672-9215
Armour-Eckrich Meats LLC	130 S Town East Blvd	Mesquite		TX	75149-2808
Armour-Eckrich Meats LLC	4830 Center Park Blvd	San Antonio		TX	78218-4423
Armour-Eckrich Meats LLC	2103 Jacobson Dr	Poca		WV	25159-9616
Armour-Eckrich Meats LLC	6201 Mc Arthur St	Sioux		IA	51101
The Smithfield Packing Company, Incorporated	Rt. 22/St. Rt. #1	Franklinville		NC	27248
Armour-Eckrich Meats LLC	1401 S Eisenhower Ave	Mason City		IA	50401- 1534
Armour-Eckrich Meats LLC	3625 Illinois Avenue	Saint Charles		IL	60174- 2418
Armour-Eckrich Meats LLC	410 Kirk Rd	Saint Charles		IL	60174- 3432
Armour-Eckrich Meats LLC	3311 State Road 19 South	Peru		IN	46970
Armour-Eckrich Meats LLC	1920 Lacy Dr	Junction City		KS	66441- 7559
Armour-Eckrich Meats LLC	820 11th St N	Saint James		MN	56081- 9685
Armour-Eckrich Meats LLC	5015 South 33d Street	Omaha		NE	68107- 2539
Farmland Foods, Inc.	Highway 103	Crete		NE	68333
Farmland Foods, Inc.	Route 59	Denison		IA	51442
Farmland Foods, Inc.	1220 N 6th Street	Monmouth		IL	61462
Farmland Foods, Inc.	401 Grant	Carroll		IA	51401
Farmland Foods, Inc.	2323 S Sheridan	Wichita		KS	67213
Farmland Foods, Inc.	2228 County Road 1	Crete		NE	68333
John Morrell & Co.	125 Oakdale Street -Whse	Springfield		MA	01104
John Morrell & Co.	20 Carando Drive	Springfield		MA	01104
The Smithfield Packing Company, Incorporated	800 CW Stevens Blvd.	Grayson		KY	41143
Farmland Foods, Inc.	13825 Wyandotte St.	Kansas City		MO	64145
John Morrell & Co.	801 S. Kemper Road	Springdale		OH	45246
John Morrell & Co.	1400 North Weber Ave.	Sioux Falls		SD	57103
John Morrell & Co.	Distr Center		Sioux Falls	SD	57103
John Morrell & Co.	1000 Cunningham Drive		Sioux City	IA	51101
John Morrell & Co.	805 K. Kemper Road		Springdale	OH	45246
John Morrell & Co.	803 Kemper Road		Springdale	OH	45246
Farmland Foods, Inc.	400 N. Industrial Park		Cumming	GA	30040
Farmland Foods, Inc.	2200 Rivers Edge Dr.		Arnold	PA	15068
Farmland Foods, Inc.	Dr. Thomas Blvd		Arnold	PA	15068

Patrick Cudahy, LLC	251 15th Street Northeast	Sioux Center	IA	51250
Patrick Cudahy, LLC	One Sweet Apple-Wood Lane	Cudahy	WI	53110
Smithfield Foods, Inc.	111 N. Church St.	Smithfield	VA	23430
Smithfield Foods, Inc.	16526 HC Hwy 87 West	Tar Heel	NC	28392
Smithfield Foods, Inc.	112 Main St.	Smithfield	VA	23430
Smithfield Foods, Inc.	1911 S. Church St.	Smithfield	VA	23430
The Smithfield Packing Company, Incorporated	16536 North NC 87 West	Tar Heel	NC	28392
The Smithfield Packing Company, Incorporated	601 N. Church St.	Smithfield	VA	23430
The Smithfield Packing Company, Incorporated	1780 Smithfield Way	Kinston	NC	28501
The Smithfield Packing Company, Incorporated	5801 Columbia Park Rd.	Landover	MD	20785
The Smithfield Packing Company, Incorporated	4611 Lykes Road	Plant City	FL	33564
The Smithfield Packing Company, Incorporated	407 E. River Street	Savannah	GA	31401
The Smithfield Packing Company, Incorporated	416 1/2 or 414 Prince George St.	Williamsburg	VA	23188
The Smithfield Packing Company, Incorporated	501 N. Church St.	Smithfield	VA	23430
The Smithfield Packing Company, Incorporated	3515 Airline Blvd.	Portsmouth	VA	23701
The Smithfield Packing Company, Incorporated	401 N. Church Street	Smithfield	VA	23430
The Smithfield Packing Company, Incorporated	311 County Street	Portsmouth	VA	23704
The Smithfield Packing Company, Incorporated	8012 Hankin Industrial Park	Toano	VA	23168
The Smithfield Packing Company, Incorporated	224 Main Street	Smithfield	VA	23430
The Smithfield Packing Company, Incorporated	421 Prince George St.	Williamsburg	VA	23185
The Smithfield Packing Company, Incorporated	2401 Wilco Road	Wilson	NC	27893
Stefano Foods, Inc.	4825 Hovis Rd	Charlotte	NC	28208
Stefano Foods, Inc.	5230 Terminal Street	Charlotte	NC	28208

Entity	Address	County	City	State	Zip Code
Murphy-Brown LLC	2822 NC HWY 24 WEST	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	9113 HWY 76 EAST	MARION	NICHOLS	SC	29581
Murphy-Brown LLC	325 MCKAY STREET	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	137 FARROW TO FINISH LANE	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	13120 ROCKY FORD ROAD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	513 COMMERCE STREET	SAMPSON	CLINTON	NC	28328
Murphy-Brown LLC	2096 SOUTH NC 11 HWY	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	4134 US HWY 117	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	434 E MAIN STREET	ISLE OF WIGHT	WAVERLY	VA	23890
Murphy-Brown LLC	385 US HWY 158	HALIFAX	RANOKE RAPIDS	NC	27870
Murphy-Brown LLC	13051 US HWY 60	ROBERTS	MIAMI	TX	79059

Murphy-Brown LLC	316 W CHARITY ROAD	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	HWY 460 & 602	SUSSEX	WAVERLY	VA	23890
Murphy-Brown LLC	255 BRYANT SWAMP ROAD	BLADEN	BLADENBORO	NC	28320
Murphy-Brown LLC	19600 ANDREW JACKSON HWY	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	HWY 460 & 602	SUSSEX	WAVERLY	VA	23890
Murphy-Brown LLC	1704 W STREET JAMES STREET EXIT	EDGECOMBE	TARBORO	NC	27886
Murphy-Brown LLC	12160 HAM LN	ISLE OF WIGHT	IVOR	VA	23866
Murphy-Brown LLC	12300 HAM LN	ISLE OF WIGHT	IVOR	VA	23866
Murphy-Brown LLC	12520 BACON ST	ISLE OF WIGHT	IVOR	VA	23866
Murphy-Brown LLC	12410 BACON ST	ISLE OF WIGHT	IVOR	VA	23866
Murphy-Brown LLC	12411 BACON ST	ISLE OF WIGHT	IVOR	VA	23866
Murphy-Brown LLC	27176 BERLINDORY RD	SOUTHAMPTON	WAKEFIELD	VA	23888
Murphy-Brown LLC	27409 BERLINDORY RD	SOUTHAMPTON	WAKEFIELD	VA	23888
Murphy-Brown LLC	27221 BERLINDORY RD	SOUTHAMPTON	WAKEFIELD	VA	23888
Murphy-Brown LLC	4319 MARTIN LUTHER KING HWY	SURRY	WAVERLY	VA	23890
Murphy-Brown LLC	4315 MARTIN LUTHER KING HWY	SURRY	WAVERLY	VA	23890
Murphy-Brown LLC	34308 OLD WAKEFIELD RD	SUSSEX	WAKEFIELD	VA	23888
Murphy-Brown LLC	13715 CEDAR SIGN POST RD	SUSSEX	WAKEFIELD	VA	23888
Murphy-Brown LLC	34373 MUNFORD LN	SUSSEX	WAKEFIELD	VA	23888
Murphy-Brown LLC	31303 BARRETTS CHURCH RD	SUSSEX	WAVERLY	VA	23890
Murphy-Brown LLC	1617 HUNNINGTON RD	SURRY	WAVERLY	VA	23890
Murphy-Brown LLC	1611 HUNNINGTON RD	SURRY	WAVERLY	VA	23890
Murphy-Brown LLC	10124 WOODS LN	SUSSEX	WAVERLY	VA	23890
Murphy-Brown LLC	25271 NEWVILLE RD	SUSSEX	WAVERLY	VA	23890
Murphy-Brown LLC	4321 MARTIN LUTHER KING RD	SURRY	WAVERLY	VA	23890
Murphy-Brown LLC	20064 COMANS WELL RD	SUSSEX	YALE	VA	23897
Murphy-Brown LLC	12627 BETHEL CHURCH RD	SUSSEX	STONEY CREEK	VA	23882
Murphy-Brown LLC	2830 DIAMOND GROVE RD	GREENSVILLE	SKIPPERS	VA	23879
Murphy-Brown LLC	2179 BARROW DR	DILLON	LITTLE ROCK	SC	29567
Murphy-Brown LLC	13051 US HWY 60	ROBERTS	MIAMI	TX	79059
Murphy-Brown LLC	313 ELVIN CARTER LN	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	237 BATCHELOR LN	DUPLIN	KENANSVILLE	NC	28349
Murphy-Brown LLC	SR 1307, 956 VEACHES MILL RD	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	SR 1141 430 STOCKING HEAD RD	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	665 AMMON FARM RD	BLADEN	GARLAND	NC	28441
Murphy-Brown LLC	471 DS WILLIAMSON RD	DUPLIN	MAGNOLIA	NC	28453
Murphy-Brown LLC	SR 1131 3361 CC RD	SAMPSON	HARRELLS	NC	28444
Murphy-Brown LLC	SR 1141, 2126 NC 11 S	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	SR 1002 5274 OLD FAYETTEVILLE RD	BLADEN	GARLAND	NC	28441
Murphy-Brown LLC	658 EVERGREEN FARM RD	BLADEN	WHITE OAK	NC	28399
Murphy-Brown LLC	SR 1253, 658 POPE FARM RD	GREENE	STANTONSBURG	NC	27883
Murphy-Brown LLC	SR 1127, 1663 MIRIE NAYLOR RD	SAMPSON	HARRELLS	NC	28444
Murphy-Brown LLC	5111 NC HWY 242 N	CUMBERLAND	GARLAND	NC	28441
Murphy-Brown LLC	SR 1916, 195 JOHNSON PARKER RD	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	SR 1944, 1457 A K BRYAN RD	SAMPSON	MAGNOLIA	NC	28453
Murphy-Brown LLC	437 THOMAS BROWN RD	BLADEN	COUNCIL	NC	28434
Murphy-Brown LLC	SR 1944 1414 K BRYAN RD	SAMPSON	MAGNOLIA	NC	28453
Murphy-Brown LLC	2313 MR HOLMES FARM RD	BLADEN	GARLAND	NC	28441
Murphy-Brown LLC	412 BONHAM RD	DUPLIN	MAGNOLIA	NC	28453
Murphy-Brown LLC	SR 1159, 532 MOON JOHNSON RD	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	610 SOUTHERN PINES LN	SAMPSON	GARLAND	NC	28441
Murphy-Brown LLC	290 SOUTHERN PINES LN	SAMPSON	GARLAND	NC	28441
Murphy-Brown LLC	1030 SQUIRE FARM RD	BLADEN	WHITE OAK	NC	28399
Murphy-Brown LLC	SR 1131 3608 CC RD	SAMPSON	HARRELLS	NC	28444
Murphy-Brown LLC	899-A NC 50 S	DUPLIN	MAGNOLIA	NC	28453
Murphy-Brown LLC	SR 1128, 1000-A POWELL PAGE RD	DUPLIN	MAGNOLIA	NC	28453
Murphy-Brown LLC	SR#1927, 215 BROWNS FARM LN	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	127 E WARDS BRIDGE RD	DUPLIN	KENANSVILLE	NC	28349

Murphy-Brown LLC	SR 1163, 618 G SHAW RD	SAMPSON	IVANHOE	NC	28447
Murphy-Brown LLC	SR 1128, 947 POWELL PAGE RD	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	SR 1120, 1242 LEONARD LN	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	12640 BOYKIN BRIDGE RD	SAMPSON	ROSEBORO	NC	28382
Murphy-Brown LLC	672 LISBON BRIDGE RD	SAMPSON	GARLAND	NC	28441
Murphy-Brown LLC	2657 INDIAN HILL RD	PENDER	IVANHOE	NC	28447
Murphy-Brown LLC	2659 INDIAN HILL RD	PENDER	IVANHOE	NC	28447
Murphy-Brown LLC	1735 MURPHY HONOUR RD	PENDER	MAPLE HILL	NC	28454
Murphy-Brown LLC	2257 W WARDS BRIDGE RD	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	6640 OLD MINTZ RD	SAMPSON	GARLAND	NC	28441
Murphy-Brown LLC	SR 1259,3316 NORRIS RD	SAMPSON	GARLAND	NC	28441
Murphy-Brown LLC	3627 WHITEHURST STATION	PITT	ROBERSONVILLE	NC	27871
Murphy-Brown LLC	SR 1621 2928- PLANK RD	ANSON	WADESBORO	NC	28170
Murphy-Brown LLC	SR 2046 345 AVERY RD	BLADEN	FAYETTEVILLE	NC	28301
Murphy-Brown LLC	9559 HWY 53 E	BLADEN	KELLY	NC	28448
Murphy-Brown LLC	18169-B ARCH MCLEAN RD	SCOTLAND	WAGRAM	NC	28396
Murphy-Brown LLC	526 BEASLEYS RD	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	SR 1349 721 BIG ISLAND RD	BLADEN	WHITE OAK	NC	28399
Murphy-Brown LLC	882 OPPORTUNITY LN	BLADEN	WHITE OAK	NC	28399
Murphy-Brown LLC	SR 1105, 826 W PLEASANT HILL RD	LENOIR	PINK HILL	NC	28572
Murphy-Brown LLC	473 L&S FARM DRIVE	BLADEN	COUNCIL	NC	28434
Murphy-Brown LLC	360 DOGWOOD FARM LN	HOKE	RAEFORD	NC	28376
Murphy-Brown LLC	2525 BIG FARM LANE	SAMPSON	FAISON	NC	28341
Murphy-Brown LLC	320 BIG FARM LN	SAMPSON	FAISON	NC	28341
Murphy-Brown LLC	669 KENAN LOOP RD	DUPLIN	WALLACE	NC	28466
Murphy-Brown LLC	5922 MARKS RD	HARNETT	CAMERON	NC	28326
Murphy-Brown LLC	1133 MOORING RD	EDGECOMBE	TARBORO	NC	27886
Murphy-Brown LLC	SR 1255, 1148 HAYNE STRETCH RD	SAMPSON	AUTRYVILLE	NC	28318
Murphy-Brown LLC	SR 1700, 362 SARECTA RD	DUPLIN	KENANSVILLE	NC	28349
Murphy-Brown LLC	SR 1904, 4001 PINE RIDGE RD	SAMPSON	TURKEY	NC	28393
Murphy-Brown LLC	SR 1108, 903 CARROLLS RD	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	20952 US HWY 421	PENDER	IVANHOE	NC	28447
Murphy-Brown LLC	805 NC HWY 210 W	BLADEN	GARLAND	NC	28441
Murphy-Brown LLC	5943 HOBBTON HWY	SAMPSON	CLINTON	NC	28328
Murphy-Brown LLC	946 LUNDY RD	SAMPSON	GARLAND	NC	28441
Murphy-Brown LLC	605 CARROLLS RD	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	723 CARROLLS RD	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	SR 1331 1888 BRAXTON EDGE RD	BLADEN	FAYETTEVILLE	NC	28301
Murphy-Brown LLC	SR 1906, 2185 THOMPSON AVE	SAMPSON	TURKEY	NC	28393
Murphy-Brown LLC	650 OLD LUCAS DAIRY LN	SAMPSON	TURKEY	NC	28393
Murphy-Brown LLC	1575 VEACHS MILL RD	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	655 OLD GOODSON FARM LN	SAMPSON	TURKEY	NC	28393
Murphy-Brown LLC	478 JUNIOUS LUCAS RD	SAMPSON	FAISON	NC	28341
Murphy-Brown LLC	881 GARDENIA LN	SAMPSON	CLINTON	NC	28328
Murphy-Brown LLC	1732 NC HWY 53 W	BLADEN	ELIZABETHTOWN	NC	28337
Murphy-Brown LLC	919 BULL ST	BLADEN	GARLAND	NC	28441
Murphy-Brown LLC	SR 1946, 408 WILLIAMS RD	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	SR 1901, 1370 JUNIOUS RD	SAMPSON	FAISON	NC	28341
Murphy-Brown LLC	SR 1900, 1330 LANEFIELD RD	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	SR 1003, 2493 MAGNOLIA LISBON RD	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	SR 1206, 937 TUCKAHOE RD	PENDER	ATKINSON	NC	28421
Murphy-Brown LLC	213 TARHEEL PACKERS DR	BLADEN	ST PAULS	NC	28384
Murphy-Brown LLC	SR 1700, 6910 BATTEN BURNEY RD	COLUMBUS	WHITEVILLE	NC	28472
Murphy-Brown LLC	441A BLACK SWAMP TRAIL	JONES	POLLOCKSVILLE	NC	28573
Murphy-Brown LLC	SR 1946, 546 WILLIAMS RD	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	303 GRAHAM-DOBSON RD (SR 1981)	DUPLIN	MAGNOLIA	NC	28453
Murphy-Brown LLC	244 TONYA LN	JONES	TRENTON	NC	28585
Murphy-Brown LLC	649-A BURNEY TOWN RD	JONES	KINSTON	NC	28501

Murphy-Brown LLC	649-B BURNEY TOWN RD	JONES	KINSTON	NC	28501
Murphy-Brown LLC	SR 1130, 446 ASHLEE NICOL TRAIL	JONES	KINSTON	NC	28501
Murphy-Brown LLC	SR 1900, 2171 BREWER RD	SAMPSON	FAISON	NC	28341
Murphy-Brown LLC	575 SHANGHAI RD (SR 1959)	SAMPSON	ROSE HILL	NC	28458
Murphy-Brown LLC	SR 1300, 3129 CHICKEN FOOT RD	BLADEN	ST PAULS	NC	28384
Murphy-Brown LLC	SR 1105, 226 JOHNNY B TANN LN	DUPLIN	FAISON	NC	28341
Murphy-Brown LLC	SR 1981, 305 GRAHAM-DOBSON RD	DUPLIN	MAGNOLIA	NC	28453
Murphy-Brown LLC	359 TONYA TRAIL	JONES	TRENTON	NC	28585
Murphy-Brown LLC	SR 1130, 2568 PLEASANT HILL RD	JONES	KINSTON	NC	28501
Murphy-Brown LLC	SR 1300, 2462 CHICKEN FOOT RD	BLADEN	ST PAULS	NC	28384
Murphy-Brown LLC	3603 NC HWY 211 E	BLADEN	CLARKTON	NC	28433
Murphy-Brown LLC	SR 1710, 2657 ELKTON RD	BLADEN	CLARKTON	NC	28433
Murphy-Brown LLC	HWY411, 658 OLD MINTZ HWY	SAMPSON	ROSEBORO	NC	28382
Murphy-Brown LLC	4729 HASTY ROAD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	18789 OLD LUMBERTON RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	21187 MCGIRTS BRIDGE RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	1129 MCRIMMON RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	5549 HASTY RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	19229 MCGIRTS BRIDGE RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	445 CLEARWATER RD	ROBESON	RED SPRINGS	NC	28377
Murphy-Brown LLC	749 MCINNIS RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	652 BEAVER DAM RD	ROBESON	RED SPRINGS	NC	28377
Murphy-Brown LLC	11044 HWY 130 W	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	768 TOWNSENDVILLE RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	2687 BOYD RD	ROBESON	FAIRMONT	NC	28340
Murphy-Brown LLC	1207 MONTFORD RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	1215 MONTFORD RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	260 HOG BAY RD	BLADEN	BLADENBORO	NC	28320
Murphy-Brown LLC	1605 MONTFORD RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	1383 GRIMSLEY FARM RD	BLADEN	BLADENBORO	NC	28320
Murphy-Brown LLC	SR 1702 751 WATSON FARM RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	2743 MORRISON RD	SCOTLAND	MAXTON	NC	28364
Murphy-Brown LLC	1234 DOC HENDERSON RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	939 NC 381 HWY	RICHMOND	HAMLET	NC	28345
Murphy-Brown LLC	3065 ST DELIGHT CHURCH RD	CRAVEN	NEW BERN	NC	28560
Murphy-Brown LLC	7301 NC 210 W	BLADEN	GARLAND	NC	28441
Murphy-Brown LLC	SR 1105, 1020 CARLTON CHAPEL CHURCH RD	DUPLIN	WARSAW	NC	28398
Murphy-Brown LLC	SR 1715, 835 BLADEN SPRINGS RD	BLADEN	COUNCIL	NC	28434
Murphy-Brown LLC	SR 1315, 81 RED OAK FARM RD	BLADEN	ELIZABETHTOWN	NC	28337
Murphy-Brown LLC	177155 NC HWY 131 S	BLADEN	BLADENBORO	NC	28320
Murphy-Brown LLC	SR 1762, 213 WATTS DAIRY RD	ROBESON	ST PAULS	NC	28384
Murphy-Brown LLC	SR 1219, 2975 OLD GRANTHAM RD	WAYNE	GOLDSBORO	NC	27530
Murphy-Brown LLC	2673-A OAKLAND RD SR 1980	ROBESON	ST PAULS	NC	28384
Murphy-Brown LLC	SR 1107 1813 FAIRLEY RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	1107 NORTON RD	HOKE	RAEFORD	NC	28376
Murphy-Brown LLC	28108 NASHVILLE CHURCH RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	27907 NASHVILLE CHURCH RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	28529 NASHVILLE CHURCH RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	1088-A BALANCE FARM RD (SR 1906)	ROBESON	ST PAULS	NC	28384
Murphy-Brown LLC	1088-B BALANCE FARM RD (SR 1906)	ROBESON	ST PAULS	NC	28384
Murphy-Brown LLC	11486 OLD FAYETTEVILLE RD (SR 1002)	BLADEN	FAYETTEVILLE	NC	28301
Murphy-Brown LLC	20 145 HWY 125 N	MARTIN	WILLIAMSTON	NC	27892
Murphy-Brown LLC	3267 CL KEEL RD	MARTIN	ROBERSONVILLE	NC	27871
Murphy-Brown LLC	240 SHELTON BEARD RD	CUMBERLAND	STEDMAN	NC	28391
Murphy-Brown LLC	3546 ERVIN T RICHARDSON RD	COLUMBUS	NAKINA	NC	28455
Murphy-Brown LLC	17549 FIELDCREST RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	14746 AIRBASE RD	SCOTLAND	MAXTON	NC	28364
Murphy-Brown LLC	961 ADER H RD	ROBESON	MAXTON	NC	28364

Murphy-Brown LLC	1174 ADER H RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	1269 ADER H RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	7368 FAIRLEY RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	7372 FAIRLEY RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	SR 1621 8346 MCQUEEN RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	18788 OLD LUMBERTON RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	8465 GIBSON RD	SCOTLAND	GIBSON	NC	28343
Murphy-Brown LLC	9849 GUM SWAMP LAKE RD	SCOTLAND	LAUREL HILL	NC	28351
Murphy-Brown LLC	16786 PALMER RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	SR 1328 1328 HIGH BRIDGE RD	NORTHAMPTON	SEABOARD	NC	27876
Murphy-Brown LLC	SR 1160 1328-A BENTHALL BRIDGE RD	HERTFORD	AHOSKIE	NC	27897
Murphy-Brown LLC	SR 1160 1328-B BENTHALL BRIDGE RD	HERTFORD	AHOSKIE	NC	27897
Murphy-Brown LLC	684 GILT LN	NORTHAMPTON	GARYSBURG	NC	27831
Murphy-Brown LLC	298 GILT LN	NORTHAMPTON	GARYSBURG	NC	27831
Murphy-Brown LLC	732 BARROW TRAIL	NORTHAMPTON	GARYSBURG	NC	27831
Murphy-Brown LLC	422 BARROW TRAIL	NORTHAMPTON	GARYSBURG	NC	27831
Murphy-Brown LLC	SR 1152 227 JIM HARDY RD	HERTFORD	WOODLAND	NC	27897
Murphy-Brown LLC	1347 BARRETT CABIN RD	NORTHAMPTON	MURFREESBORO	NC	27855
Murphy-Brown LLC	SR 1117 740 BUCK BRANCH RD	BERTIE	AULANDER	NC	27805
Murphy-Brown LLC	750 LIVERMAN MILL RD	HERTFORD	AHOSKIE	NC	27897
Murphy-Brown LLC	SR 1117 743 BUCK BRANCH RD	BERTIE	AULANDER	NC	27805
Murphy-Brown LLC	364 GARIBALDI RD	NORTHAMPTON	JACKSON	NC	27845
Murphy-Brown LLC	SR 1317 659 BETHEL CHURCH RD	NORTHAMPTON	PLEASANT HILL	NC	27866
Murphy-Brown LLC	5285 PHILLIPS RD	HALIFAX	SCOTLAND NECK	NC	27874
Murphy-Brown LLC	7458 DOUGLAS HILL FARM RD	HALIFAX	SCOTLAND NECK	NC	27874
Murphy-Brown LLC	5809 HWY 258	NORTHAMPTON	WOODLAND	NC	27897
Murphy-Brown LLC	SR 1427 1030 THOMAS BRIDGE RD	HERTFORD	COFIELD	NC	27922
Murphy-Brown LLC	557 SPUD LN	NORTHAMPTON	PLEASANT HILL	NC	27866
Murphy-Brown LLC	360 DRAKE ELLIS RD	WARREN	MACON	NC	27551
Murphy-Brown LLC	RR 1 BOX 637C	WARREN	MACON	NC	27551
Murphy-Brown LLC	2518 SORIETOWN RD	HALIFAX	ENFIELD	NC	27823
Murphy-Brown LLC	711 POPE FARM RD	HALIFAX	TILLERY	NC	27887
Murphy-Brown LLC	273 STONECROSS LN	NORTHAMPTON	PLEASANT HILL	NC	27866
Murphy-Brown LLC	225 AMMON FARM RD	BLADEN	GARLAND	NC	28441
Murphy-Brown LLC	746 ADER H RD	ROBESON	MAXTON	NC	28364
Murphy-Brown LLC	358 BALKCUM RD	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	10879 TAYLORS BRIDGE HWY	SAMPSON	ROSE HILL	NC	28458
Murphy-Brown LLC	SR# 1621, 2873-PLANK RD	ANSON	WADESBORO	NC	28170
Murphy-Brown LLC	SR 1312, 223 BLACK MINGLE RD	GATES	GATES	NC	27937
Murphy-Brown LLC	7243 US HSY 13 S	PITT	FARMVILLE	NC	27828
Murphy-Brown LLC	SR 1253 3443 POPE FARM RD	GREENE	STANTONSBURG	NC	27883
Murphy-Brown LLC	159 OLD HAMILTON RD	DUPLIN	MAGNOLIA	NC	28453
Murphy-Brown LLC	SR 1944 2005 K BRYAN RD	DUPLIN	MAGNOLIA	NC	28453
Murphy-Brown LLC	9300 TOMAHAWK HWY	SAMPSON	HARRELLS	NC	28444
Murphy-Brown LLC	3023 HWY 41 S	CRISP	CORDELE	GA	31015
Murphy-Brown LLC	SR 1117 885-A BONHAM RD	DUPLIN	MAGNOLIA	NC	28453
Murphy-Brown LLC	1133 MOORING RD	EDGECOMBE	TARBORO	NC	27886
Murphy-Brown LLC	1410 FLYNN MCPHERSON RD	HARNETT	CAMERON	NC	28326
Murphy-Brown LLC	255 BRYANT SWAMP ROAD	BLADEN	BLADENBORO	NC	28320
Murphy-Brown LLC	9019 GENERAL MAHONE HWY	SUSSEX	WAKEFIELD	VA	23888
Murphy-Brown LLC	255 BRYANT SWAMP ROAD	BLADEN	BLADENBORO	NC	28320
Murphy-Brown LLC	13120 ROCKY FORD ROAD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	HWY 460 & 602	SUSSEX	WAVERLY	VA	23890
Murphy-Brown LLC	1258 LANEFIELD ROAD	DUPLIN	KENANSVILLE	NC	28349
Murphy-Brown LLC	4299 BURNEY ROAD	BLADEN	WHITE OAK	NC	28399
Murphy-Brown LLC	1023 PURDIE HALL	BLADEN	TARHEEL	NC	28392
Murphy-Brown LLC	19189 OLD LUMBERTON ROAD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	4134 US HWY 117	DUPLIN	ROSE HILL	NC	28458

Murphy-Brown LLC	779 OLD GOODSON FARM LANE	SAMPSON	TURKEY	NC	28393
Murphy-Brown LLC	305 GRAHAM-DOBSON RD. (SR 1981)	DUPLIN	MAGNOLIA	NC	28453
Murphy-Brown LLC	446 ASHLESS NICOLE TRAIL	JONES	KINSTON	NC	28501
Murphy-Brown LLC	3521 PINE RIDGE ROAD	SAMPSON	TURKEY	NC	28393
Murphy-Brown LLC	3129 CHICKEN FOOT RD.	BLADEN	ST. PAULS	NC	28384
Murphy-Brown LLC	12411 BACON ST	ISLE OF WIGHT	IVOR	VA	23866
Murphy-Brown LLC	34373 MUNFORD LN	SUSSEX	WAKEFIELD	VA	23888
Murphy-Brown LLC	4319 MARTIN LUTHER KING HWY	SURRY	WAVERLY	VA	23890
Murphy-Brown LLC	34308 OLD WAKEFIELD RD	SUSSEX	WAKEFIELD	VA	23888
Murphy-Brown LLC	25271 NEWVILLE RD	SUSSEX	WAVERLY	VA	23890
Murphy-Brown LLC	191 AMMON FARM ROAD	BLADEN	GARLAND	NC	28441
Murphy-Brown LLC	CORNWALLIS ROAD	SAMPSON	TURKEY	NC	28393
Murphy-Brown LLC	1154 BILL WILLIAMS ROAD	SAMPSON	TURKEY	NC	28393
Murphy-Brown LLC	RR 3 BOX 126	HARPER	LAVERNE	OK	73848
Murphy-Brown LLC	SEC 30-1N-R10 @ BFG2	TEXAS	TEXHOMA	OK	73949
Murphy-Brown LLC	NE/4 4-1-10 @ BFG5	TEXAS	TEXHOMA	OK	73949
Murphy-Brown LLC	17-1-10 (BGF 1)	TEXAS	TEXHOMA	OK	73949
Murphy-Brown LLC	35-2-12 (MULTIPLIER)	TEXAS	FOUR CORNERS	OK	73939
Murphy-Brown LLC	2096 S NC11	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	200 AMMON FARM ROAD	BLADEN	GARLAND	NC	28441
Murphy-Brown LLC	15216 NC HWY 242 N	BLADEN	GARLAND	NC	28441
Murphy-Brown LLC	3823 N CR 1390E	BLADEN	GARLAND	NC	28441
Murphy-Brown LLC	SR 1117 885-B BONHAM RD	DUPLIN	MAGNOLIA	NC	28453
Murphy-Brown LLC	1421 CONCORD SCHOOL RD	SAMPSON	CLINTON	NC	28328
Murphy-Brown LLC	SR 1105 825 PLEASANT HILL RD	LENOIR	PINK HILL	NC	28572
Murphy-Brown LLC	13051 US HWY 60	ROBERTS	MIAMI	TX	79059
Murphy-Brown LLC	13051 US HWY 60	ROBERTS	MIAMI	TX	79059
Murphy-Brown LLC	18788 OLD LUMBERTON RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	2092 SOUTH NC 11	DUPLIN	ROSE HILL	NC	28458
Murphy-Brown LLC	27408 GENERAL MAHONE HWY	SUSSEX	WAVERLY	VA	23890
Murphy-Brown LLC	RAILROAD STREET	SAMPSON	CLINTON	NC	28328
Murphy-Brown LLC	511 COMMERCE STREET	SAMPSON	CLINTON	NC	28328
Murphy-Brown LLC	1604 WEST ST JAMES STREET	EDGECOMBE	TARBORO	NC	27886
Murphy-Brown LLC	SR 2046 345 AVERY ROAD	CUMBERLAND	FAYETTEVILLE	NC	28301
Murphy-Brown LLC	846 JESSIE SHEARIN ROAD	WARREN	VAUGHAN	NC	27586
Murphy-Brown LLC	20987 MCGIRTS BRIDGE RD	SCOTLAND	LAURINBURG	NC	28352
Murphy-Brown LLC	13051 US HWY 60	ROBERTS	MIAMI	TX	79059
Murphy-Brown LLC	27408 GENERAL MAHONE HWY	SUSSEX	WAVERLY	VA	23890
Murphy-Brown LLC	HWY 460 & 602	SUSSEX	WAVERLY	VA	23890
Murphy-Brown LLC	13051 US HWY 60	ROBERTS	MIAMI	TX	79059
Murphy-Brown LLC	236 SOUTH BELL	STORY	AMES	IA	50010
Murphy-Brown LLC	2124 90TH AVE	KOSSUTH	ALGONA	IA	50511
Murphy-Brown LLC	HWY 283	HARPER	LAVERNE	OK	73848
Murphy-Brown LLC	806 W 8TH AVENUE	YUMA	YUMA	CO	80759
Murphy-Brown LLC	341 SOUTH MAIN STREET	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	2120 90TH AVE	KOSSUTH	ALGONA	IA	50511
Murphy-Brown LLC	1300 EAST MURPHY MILL ROAD	VERNON	NEVADA	MO	64772
Murphy-Brown LLC	110 NORTH DETROIT ST	YUMA	YUMA	CO	80759
Murphy-Brown LLC	585 EAST 6TH STREET	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	26519 COUNTY RD C	YUMA	YUMA	CO	80759
Murphy-Brown LLC	983 COUNTY RD 27	YUMA	YUMA	CO	80759
Murphy-Brown LLC	1265 COUNTY RD 27	YUMA	YUMA	CO	80759
Murphy-Brown LLC	1287 COUNTY RD 27	YUMA	YUMA	CO	80759
Murphy-Brown LLC	24557 COUNTY RD J	YUMA	YUMA	CO	80759
Murphy-Brown LLC	44425 CO RD Q	YUMA	ECKLEY	CO	80727
Murphy-Brown LLC	41076 CO RD N	YUMA	YUMA	CO	80759
Murphy-Brown LLC	41424 CO RD N	YUMA	YUMA	CO	80759
Murphy-Brown LLC	8502 CO RD 28	YUMA	YUMA	CO	80759

Murphy-Brown LLC	7251 CO RD 28	YUMA	YUMA	CO	80759
Murphy-Brown LLC	7455 CO RD 28	YUMA	YUMA	CO	80759
Murphy-Brown LLC	7465 CO RD 28	YUMA	YUMA	CO	80759
Murphy-Brown LLC	716 COUNTY RD 27	YUMA	YUMA	CO	80759
Murphy-Brown LLC	13663 CO RD 44	YUMA	ECKLEY	CO	80727
Murphy-Brown LLC	9440 CO RD 45	YUMA	YUMA	CO	80759
Murphy-Brown LLC	29443 CO RD H	YUMA	YUMA	CO	80759
Murphy-Brown LLC	46501 CO RD Q	YUMA	YUMA	CO	80759
Murphy-Brown LLC	26519 COUNTY RD C	YUMA	YUMA	CO	80759
Murphy-Brown LLC	24251 COUNTY RD J	YUMA	YUMA	CO	80759
Murphy-Brown LLC	17251 COUNTY RD J	YUMA	YUMA	CO	80759
Murphy-Brown LLC	14378 COUNTY RD 26	YUMA	YUMA	CO	80759
Murphy-Brown LLC	32811 COUNTY RD L	YUMA	YUMA	CO	80759
Murphy-Brown LLC	24786 COUNTY RD A	YUMA	YUMA	CO	80759
Murphy-Brown LLC	12678 COUNTY ROAD 32	YUMA	YUMA	CO	80759
Murphy-Brown LLC	RR 1 BOX 30A	WAYNE	MT ERIE	IL	62446
Murphy-Brown LLC	RR 1 BOX 29A	WAYNE	MT ERIE	IL	62446
Murphy-Brown LLC	RR 1 BOX 30 B	WAYNE	MT ERIE	IL	62446
Murphy-Brown LLC	RR 1 BOX 29	WAYNE	MT ERIE	IL	62446
Murphy-Brown LLC	PO BOX 1098	ELLIS	LAVERNE	OK	73848
Murphy-Brown LLC	OTTER TOWNSHIP	ELLIS	LAVERNE	OK	73848
Murphy-Brown LLC	RR 3 BOX 126	HARPER	LAVERNE	OK	73848
Murphy-Brown LLC	PO BOX 1066	ELLIS	LAVERNE	OK	73848
Murphy-Brown LLC	PO BOX 1066	ELLIS	LAVERNE	OK	73848
Murphy-Brown LLC	1000 PLUM THICKETT RD	HARPER	ROSSTON	OK	73855
Murphy-Brown LLC	1010 PLUM THICKETT RD	HARPER	ROSSTON	OK	73855
Murphy-Brown LLC	10M S OF 283 & 270 4M E	ELLIS	LAVERNE	OK	73848
Murphy-Brown LLC	2 MILES S JUNCTION 283 & 270 1 MILE W	ELLIS	LAVERNE	OK	73848
Murphy-Brown LLC	RR 1 BOX 8	BEAVER	FORGAN	OK	73938
Murphy-Brown LLC	RR 1 BOX 7	BEAVER	FORGAN	OK	73938
Murphy-Brown LLC	RR 1 BOX 38	BEAVER	FORGAN	OK	73938
Murphy-Brown LLC	1 N SECTION 2	BEAVER	BALKO	OK	73931
Murphy-Brown LLC	RR 1 BOX 56A	BEAVER	BALKO	OK	73931
Murphy-Brown LLC	RR 1 BOX 56B	BALKO	BALKO	OK	73931
Murphy-Brown LLC	RT 1	BEAVER	FORGAN	OK	73938
Murphy-Brown LLC	N HWY 283	LIPSCOMB	LAVERNE	OK	73848
Murphy-Brown LLC	RR 1	BEAVER	FORGAN	OK	73938
Murphy-Brown LLC	9300 S 3924 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	7700 S 3917 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	8500 S 2991 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	11700 S 3296 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	11300 S 3294 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	10900 S 3292 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	10307 S 8400 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	10301 S 7700 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9300 S 3638 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	7700 S 3237	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	7700 S 2831 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	11700 S 3946 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	11300 S 3944 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	10900 S 3942 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	5105 W THERMO RD	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	5547 W THERMO RD	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	10975 S 5060 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	10875 S 5330 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	8500 S 3939 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	8237 S 4000 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	8500 S 3646 W	BEAVER	MILFORD	UT	84751

Murphy-Brown LLC	8176 S 3200 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	10250 S 3902 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	10251 S 3600 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	10202 S 3025 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9802 S 3600 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9804 S 3025 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9850 S 2490 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9850 S 2110 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9425 S 2302 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9425 S 1692 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	4300 W THERMO RD	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9815 S 8400 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9816 S 7575 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9817 S 7575 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9399 S 8400 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9364 S 7575 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9361 S 7575 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	9800 S 3900 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	10400 S 4225 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	22400 N 13600 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	24000 N 13931 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	24000 N 13548 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	23850 N 13600 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	23650 N 13600 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	23450 N 13600 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	23250 N 13600 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	23100 N 13600 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	22900 N 13600 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	22380 N 13600 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	24850 N 13505 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	25300 N 13675 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	12200 S 14400 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	11700 S 13350 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	13100 S 14400 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	12470 S 5560 W	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	6770 W 7025 S	MILLARD	KANOSH	UT	84637
Murphy-Brown LLC	RR 1 BOX 29	WAYNE	MT ERIE	IL	62446
Murphy-Brown LLC	RR 1 BOX 8	BEAVER	FORGAN	OK	73938
Murphy-Brown LLC	RR 1 BOX 7	BEAVER	FORGAN	OK	73938
Murphy-Brown LLC	RR 1 BOX 29	WAYNE	MT ERIE	IL	62446
Murphy-Brown LLC	1300 MURPHY MILL RD	VERNON	NEVADA	MO	64772
Murphy-Brown LLC	2126 90TH AVE	KOSSUTH	ALGONA	IA	50511
Murphy-Brown LLC	1081 COUNTY RD 27	YUMA	YUMA	CO	80759
Murphy-Brown LLC	8375 W THERMO ROAD	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	1400 EAST MURPHY MILL ROAD	VERNON	NEVADA	MO	64772
Murphy-Brown LLC	2115 W THERMO ROAD	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	14000 W THERMO ROAD	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	2115 W THERMO ROAD	BEAVER	MILFORD	UT	84751
Murphy-Brown LLC	23990 N 13700 W	IRON	CEDAR CITY	UT	84720
Murphy-Brown LLC	BOX 1098	ELLIS	LAVERNE	OK	73848
Murphy-Brown LLC	RR 1 BOX 30 B	WAYNE	MT ERIE	IL	62446
Murphy-Brown LLC	RR 1 BOX 7	BEAVER	FORGAN	OK	73938
Murphy-Brown LLC	6080 COUNTY ROAD 29	YUMA	YUMA	CO	80759
Murphy-Brown LLC	2120 90TH AVE	KOSSUTH	ALGONA	IA	50511
Murphy-Brown LLC	1420 EAST MURPHY MILL ROAD	VERNON	NEVADA	MO	64772
Murphy-Brown LLC	2120 90TH AVE	KOSSUTH	ALGONA	IA	50511
Premium Standard Farms, LLC	HWY 65 N	MERCER	PRINCETON	MO	64673

Premium Standard Farms, LLC	600 STATE HWY A	PUTNAM	LUCERNE	MO	64655
Premium Standard Farms, LLC	18115 STATE HWY B	DAVIESS	COFFEY	MO	64636
Premium Standard Farms, LLC	14259 HWY 139	MERCER	NEWTOWN	MO	64667
Premium Standard Farms, LLC	RT 3	MERCER	PRINCETON	MO	64673
Premium Standard Farms, LLC	RT 4	MERCER	PRINCETON	MO	64673
Premium Standard Farms, LLC	RT 2	MERCER	PRINCETON	MO	64673
Premium Standard Farms, LLC	ROUTE 3	MERCER	PRINCETON	MO	64673
Premium Standard Farms, LLC	19940 HWY K	PUTNAM	LUCERNE	MO	64655
Premium Standard Farms, LLC	HWY O	MERCER	NEWTOWN	MO	64667
Premium Standard Farms, LLC	15064 225TH ST	DAVIESS	COFFEY	MO	64636
Premium Standard Farms, LLC	14621 225TH ST	DAVIESS	COFFEY	MO	64636
Premium Standard Farms, LLC	14527 340TH	DAVIESS	JAMESPORT	MO	64648
Premium Standard Farms, LLC	14531 340TH	DAVIESS	JAMESPORT	MO	64648
Premium Standard Farms, LLC	32320 ST HWY B	DAVIESS	JAMESPORT	MO	64648
Premium Standard Farms, LLC	32328 ST HWY B	DAVIESS	JAMESPORT	MO	64648
Premium Standard Farms, LLC	24869 NICKEL AVE	DAVIESS	GALLATIN	MO	64640
Premium Standard Farms, LLC	HWY O	MERCER	NEWTOWN	MO	64667
Premium Standard Farms, LLC	RT 3	MERCER	PRINCETON	MO	64673
Premium Standard Farms, LLC	HWY K	PUTNAM	LUCERNE	MO	64655
Premium Standard Farms, LLC	11545 185TH ST	DAVIESS	COFFEY	MO	64636
Premium Standard Farms, LLC	RT 3 HWY C	MERCER	PRINCETON	MO	64673
Premium Standard Farms, LLC	59347 JUSTICE RD	PUTNAM	UNIONVILLE	MO	63565
Premium Standard Farms, LLC	5652 ST HWY Z	GENTRY	KING CITY	MO	64463
Premium Standard Farms, LLC	44104 HWY E	SULLIVAN	HARRIS	MO	64645
Premium Standard Farms, LLC	2522 ST HWY N	GENTRY	ALBANY	MO	64402
Premium Standard Farms, LLC	RT 1 BOX 20	MERCER	POWERSVILLE	MO	64673
Premium Standard Farms, LLC	33417 HWY U	SULLIVAN	BROWNING	MO	64630
Premium Standard Farms, LLC	RT 1	MERCER	HARRIS	MO	64645
Premium Standard Farms, LLC	22686 IVAN DR	SULLIVAN	GREENCASTLE	MO	63544
Premium Standard Farms, LLC	14392 HWY 129	PUTNAM	UNIONVILLE	MO	63565
Premium Standard Farms, LLC	HWY O	MERCER	NEWTOWN	MO	64667
Premium Standard Farms, LLC	21775 HWY 139	MERCER	GALT	MO	64641
Premium Standard Farms, LLC	RT 3	MERCER	PRINCETON	MO	64673
Premium Standard Farms, LLC	HWY 65 N	MERCER	PRINCETON	MO	64673
Premium Standard Farms, LLC	14527 340TH	DAVIESS	JAMESPORT	MO	64648

Premium Standard Farms, LLC	HWY 65 N	MERCER	PRINCETON	MO	64673
Premium Standard Farms, LLC	22686 IVAN DR.	SULLIVAN	GREENCASTLE	MO	63544
Premium Standard Farms, LLC	21775 HWY 139	SULLIVAN	GALT	MO	64641
Premium Standard Farms, LLC	HWY O	SULLIVAN	NEWTOWN	MO	64667
Premium Standard Farms, LLC	2522 ST HWY N	GENTRY	ALBANY	MO	64402
Premium Standard Farms, LLC	5652 ST HWY Z	GENTRY	KING CITY	MO	64463
Premium Standard Farms, LLC	RT 1 BOX 20	MERCER	POWERSVILLE	MO	64673
Premium Standard Farms, LLC	59347 JUSTICE RD	PUTNAM	UNIONVILLE	MO	63565
Premium Standard Farms, LLC	HWY O	MERCER	NEWTOWN	MO	64667
Premium Standard Farms, LLC	44104 HWY E	SULLIVAN	HARRIS	MO	64645
Premium Standard Farms, LLC	33417 HWY U	SULLIVAN	BROWNING	MO	64630
Premium Standard Farms, LLC	22686 IVAN DR	SULLIVAN	GREENCASTLE	MO	63544
Premium Standard Farms, LLC	14392 HWY 129	PUTNAM	UNIONVILLE	MO	63565
Premium Standard Farms, LLC	RT 3	MERCER	PRINCETON	MO	64673

Part B

Leased Collateral Locations

Entity	Lessor	Street	City	State	Zip .
Farmland Foods, Inc,	Van Krieken CA, ARM, Captive	2228 County Road 1	Crete	NE	68333
The Smithfield Packing Company, Incorporated	Petrus Partners, Ltd., managed by Colliers Pinkard - Jeff Weatherspoon	833 Shotwell Rd.	Clayton	NC	27520
Patrick Cudahy, LLC	Americold Logistics	3320 S. Arlington Ave	Indianapolis	IN	46203
Armour-Eckrich Meats LLC	Americold Logistics	3320 S. Arlington Ave	Indianapolis	IN	46203
Armour-Eckrich Meats LLC	Americold Logistics	350 Meacham Blvd	Ft. Worth	TX	76106
Armour-Eckrich Meats LLC	Americold Logistics	60 Steam Boad Blvd	York	PA	17345
John Morrell & Co.	Americold Logistics	350 Meacham Blvd	Ft. Worth	TX	76106
John Morrell & Co.	Americold Logistics	3320 S. Arlington Ave	Indianapolis	IN	46203
John Morrell & Co.	U.S. Cold Storage	33400 Dowe Ave	Union City	CA	94587
John Morrell & Co.	Cloverleaf Cold Storage	2800 Cloverleaf Court	Sioux City	IA	51111

Part C

Warehouse Locations with over $1MM in Inventory

Entity	Warehouse	Warehouse Address	Warehouse/Owner Contact
The Smithfield Packing Company, Incorporated	Cloverleaf Chesapeake	1229 Fleetway Drive Chesapeake, VA 23323	Kim - kgibson@cloverleaf.com; Tina - tgolden@cloverleaf.com; allchesapeakecsrs@cloverleaf.com 757-487-7847
The Smithfield Packing Company, Incorporated	U S Marshville	U.S. 74 114 Cuddy Drive Marshville, NC 28103	Judy Mclester - jmclester@uscold.com, thelms@uscold.com 704-624-3555
The Smithfield Packing Company, Incorporated	U S Lumberton	2901 Kenny Biggs Rd Lumberton 28359	Steve Musselwhite - smusselwhite@uscold.com, Gloria - gmickles@uscold.com, Wayne - wcribbs@uscold.com 910-739-1992
The Smithfield Packing Company, Incorporated	Interstate Newport News VA	121 Harwood Drive Newport News, VA 23603	jklika@tippmanngroup.com; jjenkins@wippmanngroup.com 757-887-8100
The Smithfield Packing Company, Incorporated	US Warsaw	240 Bruce Costin Road	Jonnie - Jgrantham@uscold.com 910-293-7400
The Smithfield Packing Company, Incorporated	Cloverleaf Benson	444 Gilbert Road Benson, NC 27504	cwoodard@cloverleaf.com; smckeith@cloverleaf.com; jlee@cloverleaf.com; Wyvette-wspears@cloverleaf.com 919-207-4420
The Smithfield Packing Company, Incorporated	Suffolk Dist Cent	2000 Northgate Commerce Parkway Suffolk, VA	Rick - rkitchen@suffolkcoldstorage.com; Christine Willis - cwillis@suffolkcoldstorage.com; Ken Wescott - kwescott@suffolkcoldstorage.com (ext. 561) 757-465-3600
The Smithfield Packing Company, Incorporated	Castle & Cooke	2323 Port Road A Stockton, CA 95203	Angie - aaskin@ccold.com 209-460-3409
John Morrell & Co.	Americold Logistics	3320 S. Arlington Ave. Indianapolis, IN 46203	Steve Coon 317-352-1211
John Morrell & Co.	Americold Logistics	350 Meacham Blvd. Fort Worth, TX 76106	Steve Leahy 817-806-3420
John Morrell & Co.	Americold Logistics	2300 E. Rice Street Sioux Falls, SD 57103	Russ Wilson 605-339-4258
John Morrell & Co.	Cloverleaf Cold Storage	2800 Cloverleaf Ct. Sioux City, IA 51111	Ron Graham 712-279-8022
John Morrell & Co.	Inter-State Warehouse	700 Bartran Parkway Franklin, IN 46131	Brad Hastings 317-738-5000
John Morrell & Co.	Millard Refrig. Services	2088 Geneva Dr. Geneva, IL 60134	Terry Denker 402-891-2559
John Morrell & Co.	Millard Refrig. Services	2523 Edward Gomez Ave. Omaha, NE 68107	Terry Denker 402-891-2560
John Morrell & Co.	No. American Cold Storage	1555 21' Street S.W. Lemars, IA 51031	Dan Casey 712-548-4433
John Morrell & Co.	U.S. Cold Storage	33400 Dowe Ave. Union City, CA 94587	Dave Sweilem 510-489-8300
John Morrell & Co.	Valley Meats	217 Daly Ave. Modesto, CA 95354	Mary Fullerton 209-545-1900
Armour-Eckrich Meats LLC	Americold Logistic, LLC	10 Glen Lake Parkway, South Tower, Suite 800 Atlanta, GA 30328	Americold Logistic, LLC
Armour-Eckrich Meats LLC	Americold Logistic, LLC	60 Steam Boad Blvd., Manchester, PA 17345	Americold Logistic, LLC
Armour-Eckrich Meats LLC	Cloverleaf Co ld Storage	2800 Cloverleaf Court Sioux City, IA 5111	Cloverleaf Cold Storage
Armour-Eckrich Meats LLC	Nebraska Cold Storage	600 East 39' Street Hastings, NE 68901	Nebraska Cold Storage
Armour-Eckrich Meats LLC	Hanson Cold Storage Co.	2900 South State Street, Suite 4 East, St. Joseph, MI 49085	Hanson Cold Storage Co,
Farmland Foods, Inc.	Cloverleaf	1530 South 2nd St. Cherokee, IA 51012	Ed Knowlton (712) 225-5151
Farmland Foods, Inc.	Interstate Cold Storage	2400 Setterlin Drive Columbus, OH 4322	Mike Browning (614) 771-6700
Farmland Foods, Inc.	Interstate C/S	I Interstate Drive Napoleon, 0II 43545	Russ Borcelman (419) 599-0510
Farmland Foods, Inc.	Millard	2523 Gomez Ave. Omaha, NE 68107	Spencer Cope (402) 733-8370

Farmland Foods, Inc.	Americold	700 Malaga Place Ontario CA 91761	Michael O'Brian (909) 390-4950
Farmland Foods, Inc.	Cloverleaf	950 Cloverleaf St. SE Massillon, OH 44646	Roy Pepper (330) 833-9870
Farmland Foods, Inc.	Capital Cold Storage	235 SW 32nd NE St. Lincoln, NE 68522	Pat Shemek (402) 742-6155
Farmland Foods, Inc.	Arctic C/S	4360 S Haggerty Rd. Canton, MI 48188	Angelo Perakis (734) 397-9880
Farmland Foods, Inc.	Hartford Freezers	241 Park Ave. East Hartford, CT 06108	George Cote (860) 282-8000
Farmland Foods, Inc.	Millard Refrigeration	360 NW 12th Street Lincoln, NE 68501	Gary Kluck (402) 474-2491
Farmland Foods, Inc.	Americold	2707 N. Mead St. Wichita, KS 67219	Eric Shaffer (316) 838-9317
Farmland Foods, Inc.	Pioneer Storage	149 Plainfield St. Chickopee, MA 01013	Dan Laprade (413) 736-1976
Farmland Foods, Inc.	Americold	950 Schneider St. Fremont, NE 68333	Marvin Willett (402) 721-7882
Farmland Foods, Inc.	Millard Refrigeration	601 Industrial Dr. Denison, IA 52722	Larry Thompson (712) 263-6191
Farmland Foods, Inc.	Crete C/S	2220 County Road 1 Crete, NE 68333	Jessica Placek (402) 826-2700
Farmland Foods, Inc.	Millard Refrigeration	2350 S. 98th St, Edwardsville, KS 66111	Rich Williams (913) 441-0800
Farmland Foods, Inc.	Universal Cold Storage	1601 Pioneers Blvd. Lincoln, NE 68502	Jim Schilf (402) 474-9500
Farmland Foods, Inc.	Cloverleaf	500 Corporate Dr. Chillicothe, MO 64601	Brian Anderson (660) 646-6939
Farmland Foods, Inc.	National Cold Storage	12755 Loring Dr. Bonner Springs, KS 66012	John Carrazco (913) 422-4050
Farmland Foods, Inc.	Americold	6875 State St. Bettendorf, IA 52722	Sheridan Phelps (563) 332-4300
Farmland Foods, Inc.	Americold	18531 US Route 20 W E. Dubuque, IL 61025	Dave Cosgrove (815) 747-2424
Farmland Foods, Inc.	Americold	2228 County Road I Crete, NE 68333	Dean Naasz (402) 826-3660
Farmland Foods, Inc.	Oneida Cold Storage	8001 E 88th Ave Henderson, CO 80640	Ben Gudorf (303) 288-7211
Farmland Foods, Inc.	Gress Cold Storage	992 North South Road Scranton, PA 18504	Rich Charles (570) 341-0970
SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.)	Americold Logistics	3320 S. Arlington Ave. Indianapolis IN 46203	Steve Coon
Patrick Cudahy, LLC	Americold Logistics	350 Meacham Blvd., Ft. Worth TX 76106	Steve Leahy
Murphy-Brown LLC	Wilmington Bulk LLC	346 Shipyard Blvd., Wilmington, NC 28412	Gordon Chambers (910) 362-0282

Exhibit B

to

Smithfield Foods, Inc.

Second Amended and Restated Security Agreement

Deposit Accounts and Lock Boxes

DEPOSIT ACCOUNTS

Grantor	Account Name	Account Number	Name of Institution	Type of Account
Armour-Eckrich Meat LLC	Armour-Eckrich Meat LLC		Bank of America	Zero Balance
Farmland Foods, Inc.	Farmland Foods Inc.		Bank of America	Zero Balance
The Smithfield Packing Company, Incorporated	Smithfield Packing Company, Incorporated (f/k/a Gwaltney of Smithfield, Ltd.)		Bank of America	Zero Balance
The Smithfield Packing Company, Incorporated	Smithfield Packing Company, Incorporated (f/k/a Gwaltney of Smithfield, Ltd.)		Banco Popular	Depository
John Morrell & Co.	John Morrell Inc.		Bank of America	Zero Balance
John Morrell & Co.	John Morrell Inc., Sioux Falls		Bank of America	Zero Balance
John Morrell & Co.	John Morrell Inc., Saratoga Spec		Bank of America	Zero Balance
Murphy-Brown LLC	Duplin Marketing Company LLC		Bank of America	Zero Balance
Smithfield Foods, Inc.	Smithfield Foods, Inc. MMA		Bank of America	Depository
Smithfield Foods, Inc.	Smithfield Insurance		Bank of America	Zero Balance
Premium Pet Health, LLC	Pet Premium Foods		Colorado Business Bank	Depository
Murphy-Brown LLC	Murphy-Brown LLC		Bank of America	Zero Balance
Patrick Cudahy, LLC	Patrick Cudahy Incorporated		Bank of America	Zero Balance
Premium Standard Farms, LLC	Premium Standard Farms, LLC		Bank of America	Zero Balance
SFFC, Inc.	SFFC, Inc.		Bank of America	Zero Balance
Smithfield Foods, Inc.	Smithfield Foods Inc.		JPMorgan	Depository
Smithfield Foods, Inc.	Smithfield Foods Inc.		Bank of America	Depository
The Smithfield Packing Company, Incorporated	Smithfield Packing Company, Incorporated		Bank of America	Zero Balance
John Morrell & Co.	John Morrell Inc.		Wells Fargo	Depository
John Morrell & Co.	John Morrell Inc.		Wells Fargo	Zero Balance
John Morrell & Co.	John Morrell & Company Irrevocable Self-Insurance Trust		USBank	Deposit Account - Cash Collateral
John Morrell & Co.	Department of Industrial Relations ITF John Morrell & CO		Bank of the West	Deposit Account - Cash Collateral
Smithfield Foods, Inc.	Smithfield Foods, Inc.		Rabobank	Deposit Account - Cash Collateral
Smithfield Foods, Inc.	DPCI, Secured Party FBO Smithfield Foods, Inc.		Morgan Stanley Smith Barney	Deposit Account - Cash Collateral
Smithfield Foods, Inc.	ACE American Insurance Company and Indemnity Company of North America		ACE	Deposit Account - Cash Collateral

LOCKBOXES

Grantor	Name of Institution/Deposit Account Number	Lockbox Number
Armour-Eckrich Meat LLC
Farmland Foods, Inc.
John Morrell & Co.
Patrick Cudahy, LLC
The Smithfield Packing Company, Incorporated

Exhibit C

to

Smithfield Foods, Inc.

Second Amended and Restated Security Agreement

Pledged Collateral, Securities and Other Investment Property

PLEDGED STOCK

Name of Grantor	Issuer	Number of Shares	Certificate Number(s)	Class of Stock	Percentage of Outstanding Shares	Percentage of Outstanding Shares Pledged
Smithfield Foods, Inc.	Beef Liquidation Corp.	100	1	Common	100%	100%
Smithfield Foods, Inc.	Farmland Foods, Inc.	100	1	Common	100%	100%
Smithfield Foods, Inc.	John Morrell & Co.	1,000	3	Common	100%	100%
Smithfield Foods, Inc.	QTF Liquidation Corp.	100	2	Common	100%	100%
Smithfield Foods, Inc.	SF Marketing Sub, Inc.	100	1	Common	100%	100%
Smithfield Foods, Inc.	SFFC, Inc.	1,000	2	Common	100%	100%
Smithfield Foods, Inc.	Smithfield Deli Group, Inc.	100	1	Common	100%	100%
Smithfield Foods, Inc.	Smithfield Global Products Inc.	100	2	Common	100%	100%
Smithfield Foods, Inc.	Smithfield International Investments, Inc.	200	3	Common	100%	100%
Smithfield Foods, Inc.	Smithfield Purchase Corporation	100	2	Common	100%	100%
Smithfield Foods, Inc.	Smithfield Strategic Sourcing & Service Co., Inc.	100	1	Common	100%	100%
Smithfield Foods, Inc.	Smithfield Trading Company, Inc.	100	1	Common	100%	100%
Smithfield Foods, Inc.	Stefano Foods, Inc.	150	5	Common	100%	100%
Smithfield Foods, Inc.	The Smithfield Inn Corporation	100	2	Common	100%	100%
Smithfield Foods, Inc.	The Smithfield Packing Company, Incorporated	1,000	3	Common	100%	100%
Smithfield Foods, Inc.	Animpol S.A.	N/A	N/A	Share Capital	97.96%	65%
John Morrell & Co.	Iowa Quality Meats, Ltd.	37,116	36	Common	100%	100%
John Morrell & Co.	Jonmor Investments, Inc.	100	1	Common	100%	100%
John Morrell & Co.	SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.)	1,000	2	Common	100%	100%
Farmland Foods, Inc.	North Side Investments, Inc.	100	1	Common	100%	100%
Patrick Cudahy, LLC	Patcud Investments, Inc.	1,000	2	Common	100%	100%
The Smithfield Packing Company, Incorporated	SF Investments, Inc.	2,000	8	Common	100%	100%
The Smithfield Packing Company, Incorporated	Smithfield Transportation Co., Inc.	100	2	Common	100%	100%
SF Investments, Inc.	Murphy Farms of Texhoma, Inc.	100,000	3	Common	100%	100%
Murphy-Brown LLC	NPD Investments, Inc.	100	2	Common	100%	100%
Murphy-Brown LLC	Tar Heel Turkey Hatchery, Inc.	8,000, 40,000	4A, 63B	Common	100%	100%
Murphy-Brown LLC	Chief Milling Partners, Inc.	1,000,000	3	Common	100%	100%

OTHER SECURITIES OR OTHER INVESTMENT PROPERTY(UNCERTIFICATED)

Name of Grantor	Issuer	Description of Collateral	Percentage Ownership Interest	Percentage Ownership Interest Pledged
Smithfield Purchase Corporation	Brown's Realty Partnership	Partnership Interests	1%	1%
Smithfield Purchase Corporation	Carroll's Realty Partnership	Partnership Interests	1%	1%
Smithfield Purchase Corporation	Smithfield-Carroll's Farms	Partnership Interests	1%	1%
Premium Standard Farms, LLC	Crystal Peak Environmental LLC	Limited Liability Company Interests	80%	80%
Premium Standard Farms, LLC	KC2 Real Estate LLC	Limited Liability Company Interests	100%	100%
Murphy-Brown LLC	Brown's Realty Partnership	Partnership Interests	99%	99%
Murphy-Brown LLC	Carroll's Realty Partnership	Partnership Interests	99%	99%
Murphy-Brown LLC	Smithfield-Carroll's Farms	Partnership Interests	99%	99%
Murphy-Brown LLC	Duplin Marketing Company, LLC	Limited Liability Company Interests	100%	100%
Murphy-Brown LLC	AgProvision, LLC	Limited Liability Company Interests	42.9%	42.9%
Murphy-Brown LLC	L&H Farms LLC	Limited Liability Company Interests	50%	50%
Murphy-Brown LLC	Pork Plus, LLC	Limited Liability Company Interests	100%	100%
Murphy-Brown LLC	Premium Standard Farms, LLC	Limited Liability Company Interests	100%	100%
Murphy-Brown LLC	Wilmington Bulk, LLC	Limited Liability Company Interests	60%	60%
John Morrell & Co.	Murphy-Brown LLC	Limited Liability Company Interest	100%	100%
John Morrell & Co.	Patrick Cudahy, LLC	Limited Liability Company Interest	100%	100%
John Morrell & Co.	Premium Pet Health, LLC	Limited Liability Company Interests	100%	100%
Premium Pet Health, LLC	Rocky Mountain Lamb LLC	Limited Liability Company Interests	50%	50%
John Morrell & Co.	Armour-Eckrich Meats LLC	Limited Liability Company Interests	100%	100%
John Morrell & Co.	Bubba Foods, LLC	Limited Liability Company Interests	20%	20%
John Morrell & Co.	Henry's Hickory House, LLC	Limited Liability Company Interests	60%	60%
John Morrell & Co.	Distribution Development, L.L.C.	Limited Liability Company Interests	50%	50%
Smithfield Foods, Inc.	Smithfield Culinary Foods Group, LLC	Limited Liability Company Interests	100%	100%
Smithfield Foods, Inc.	Smithfield BioEnergy LLC	Limited Liability Company Interests	100%	100%
Smithfield Foods, Inc.	Best Solutions LLC	Limited Liability Company Interests	57.14%	57.14%
SFFC, Inc.	Smithfield Receivables Funding LLC	Limited Liability Company Interests	100%	100%
The Smithfield Packing Company, Incorporated	Carolina Cold Storage Limited Partnership	Partnership	50%	50%
Smithfield Foods, Inc.	Smithfield Capital Trust I	Beneficial Ownership	100%	100%
Smithfield Foods, Inc.	SF Holding Sp. z o.o.	Equity Interests	100%	65%
Smithfield Foods, Inc.	Animex Sp. z o.o	Equity Interests	69.525%	65%
Smithfield Foods, Inc.	Smithfield Foods de Mexico, S. de R.L. de C.V.	Equity Interests	39.496%	39.496%
Smithfield Foods, Inc.	Prima Farms Sp. z o.o.	Equity Interests	100%	65%
Murphy-Brown LLC	Granjas Carroll de Mexico, S. de R.I. de C.V.	Equity Interests	50%	50%

PLEDGED NOTES

1.Amended and Restated Intercompany Note, dated as of the Effective Date, among the Grantors and the Restricted Subsidiaries.

2.The Subordinated Notes dated as of the Effective Date, executed by the Receivables Entity pursuant to the Receivables Securitization and payable to each of the Receivables Originators, as the same may be amended or otherwise modified from time to time.

INSTRUMENTS

None.

Exhibit D

to

Smithfield Foods, Inc.

Second Amended and Restated Security Agreement

Offices in which Financing Statements will be Filed

Grantor	Filing Office
Smithfield Foods, Inc.	Virginia State Corporation Commission
Armour-Eckrich Meats LLC	Delaware Secretary of State
Brown's Realty Partnership	North Carolina Secretary of State
Carroll's Realty Partnership	North Carolina Secretary of State
Farmland Foods, Inc.	Delaware Secretary of State
John Morrell & Co.	Delaware Secretary of State
Jonmor Investments, Inc.	Delaware Secretary of State
Murphy-Brown LLC	Delaware Secretary of State
Patcud Investments, Inc.	Delaware Secretary of State
Patrick Cudahy, LLC	Delaware Secretary of State
Premium Pet Health, LLC	Delaware Secretary of State
Premium Standard Farms, LLC	Delaware Secretary of State
SF Investments, Inc.	Delaware Secretary of State
SFFC, Inc.	Delaware Secretary of State
Smithfield Global Products Inc.	Delaware Secretary of State
Smithfield Purchase Corporation	North Carolina Secretary of State
Smithfield Transportation Co., Inc.	Delaware Secretary of State
Smithfield-Carroll's Farms	Virginia State Corporation Commission North Carolina Secretary of State
Stefano Foods, Inc.	North Carolina Secretary of State
The Smithfield Packing Company, Incorporated	Delaware Secretary of State
SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.)	Delaware Secretary of State
Murphy Farms of Texhoma, Inc.	Office of the County Clerk of Oklahoma County, Oklahoma

Exhibit E

to

Smithfield Foods, Inc.

Second Amended and Restated Security Agreement

Mergers and Acquisitions

Mergers described in the recitals hereto and the following transactions:

Entity:	Action:
Armour-Eckrich Meats LLC (f/k/a Arm-Eck Acquisition, LLC, f/k/a Arm-Eck Acquisition, Inc.)	·Carando Sub, Inc., a Delaware corporation, merged with and into Armour-Eckrich Meats LLC on 5/3/2009 ·Armour-Eckrich Meats LLC acquired assets comprising the branded meats business of ConAgra Foods, Inc. on 10/2/2006
Farmland Foods, Inc.	·Cook's Hams, Inc. acquired assets comprising the Cook's Hams business from ConAgra Foods, Inc. on 4/3/2006 ·Milan Plant, LLC, a Delaware limited liability company, merged with and into Farmland Foods, Inc. on 1/2/2008 ·Cook's Hams, Inc., a Delaware corporation, merged with and into Farmland Foods, Inc. on 12/31/2008 ·North Side Foods, Inc., a Delaware corporation, merged with and into Farmland Foods, Inc., a Delaware corporation, on December 31, 2009 ·Farmland Distribution, Inc., a Delaware corporation, merged with and into Farmland Foods, Inc., a Delaware corporation, on May 2, 2010
John Morrell & Co.	Acquisitions: ·John Morrell & Co. acquired the assets comprising Mosey's corned beef business from SMG, Inc. on 10/16/06 ·John Morrell & Co. acquired 49% of the membership interests of Premium Pet Health, LLC, a Delaware limited liability company on December 23, 2009 Merged with and into John Morrell & Co. on 12/1/2006: ·Case Ready Meats Corp., a Delaware corporation ·Dakota Acquisition Company, a South Dakota corporation ·JMC Gold Label Meats, Inc., a Delaware corporation ·John Morrell of Japan, Inc., a Delaware corporation
Murphy-Brown LLC	·M-B Farms Sub LLC, a Delaware limited liability company, merged with and into Murphy-Brown LLC on 1/2/2008 Merged with and into Murphy-Brown LLC on 5/3/2009: ·Brown's Farms, LLC, a Delaware limited liability company ·Brown's of Carolina LLC, a Delaware limited liability company ·Carroll's Foods LLC, a Delaware limited liability company ·Carroll's Foods of Mexico LLC, a Delaware limited liability company ·Carroll's Foods of Virginia LLC, a Delaware limited liability company ·Central Plains Farms LLC, a Delaware limited liability company ·Circle Four LLC, a Delaware limited liability company ·Circle Four Farms, LLC, a North Carolina limited liability company ·Colorado Boar Stud LLC, a Delaware limited liability company ·M-B Farmland LLC, a Delaware limited liability company ·Murphy-Brown Holdings LLC, a Delaware limited liability company ·Murphy Farms LLC, a Delaware limited liability company ·Prestage-Stoecker Farms, LLC, a Delaware limited liability company ·Quarter M Farms LLC, a Delaware limited liability company ·RGB Farms, LLC, a North Carolina limited liability company ·NPD Texas LLC, a Delaware limited liability company

Premium Standard Farms, LLC (f/k/a New PSF, LLC f/k/a Premium Standard Farms, Inc.)	·PSF Group Holdings, Inc., a Delaware corporation, merged with and into Premium Standard Farms, Inc. on 5/2/2005 ·Premium Standard Farms of North Carolina, Inc., a Delaware corporation, merged with and into Premium Standard Farms, Inc. on 5/9/2005 ·KC2 Merger Sub, Inc., a Delaware corporation, merged with and into Premium Standard Farms, Inc. on 5/7/2007 ·New PSF, LLC, a Delaware limited liability company, merged with Premium Standard Farms, Inc. on 8/2/2008, with the surviving entity changing its name to Premium Standard Farms, LLC. ·Lundy International, Inc., a North Carolina corporation, merged with and into Premium Standard Farms, LLC on 11/17/2008 ·Crystal Peak Technologies, LLC, a Delaware limited liability company, merged with and into Premium Standard Farms, LLC on 5/3/2009
SF Investments, Inc.	Merged with and into SF Investments, Inc. on 12/31/2006: ·Esskay Investments, Inc., a Delaware corporation ·LMG Investments, Inc., a Delaware corporation
The Smithfield Packing Company, Incorporated (f/k/a Gwaltney of Smithfield, Ltd.)	Acquisitions: ·Smithfield Packing Company, Incorporated acquired all of the assets comprising the Purely Natural brand from Purely Natural, Ltd. ·Smithfield Packing Company, Incorporated acquired assets comprising the Queenella chitterling business from M&P Chitlin Co., Inc. on 3/15/07 Merged with and into The Smithfield Packing Company Incorporated on 12/31/2006: ·Lykes Meat Group, Inc., a Delaware corporation ·Sunnyland, Inc., a Georgia corporation ·Premium Pork, Inc., a Georgia corporation ·LMJ Distribution Center, Inc., a Georgia corporation ·The Smithfield Companies, Inc., a Virginia corporation ·Williamsburg Foods, Inc., a Virginia corporation ·The Smithfield Ham and Products Company, Incorporated, a Virginia corporation ·Pruden Packing Company, Inc., a Virginia corporation ·The Peanut Shop, Inc., a Virginia corporation ·The E.M. Todd Company, Incorporated, a Virginia corporation ·The Smithfield Packing Company, Incorporated, a Virginia corporation ·Madison Packing Acquisition Sub, Inc., a Delaware corporation ·Bacon Business Acquisition Sub Inc., a Delaware corporation ·Stadler's Country Hams, Inc., a Delaware corporation ·Hancock's Old Fashioned Country Ham, Inc., a Delaware corporation ·Coddle Roasted Meats, Inc., a Virginia corporation ·Smithfield Packing Real Estate, LLC, a Delaware limited liability company Merged with and into The Smithfield Packing Company, Incorporated on 1/2/2008: ·Clinton Plant LLC, a Delaware limited liability company Merged with and into The Smithfield Packing Company, Incorporated on 5/3/2009: ·Grayson Plant, Inc., a Delaware corporation ·Cumberland Gap Provision Company, a Delaware corporation ·Smithfield Foods International, Inc., a Delaware corporation ·
Patrick Cudahy, LLC	·Patrick Cudahy Incorporated, a Delaware corporation, merged with and into Patcud Merger Sub, LLC, a Delaware limited liability company, on May 1, 2011, with the surviving company being named Patrick Cudahy, LLC ·814 Americas, Inc., a Delaware corporation, merged with and into Patrick Cudahy, LLC, a Delaware limited liability company, on May 1, 2011 ·PC Express, Inc., a Delaware corporation, merged with and into Patrick Cudahy, LLC, a Delaware limited liability company, on May 1, 2011

Smithfield Transportation Co., Inc. ·Gwaltney Transportation Co., Inc., a Delaware corporation, merged with and into Smithfield Transportation Co., Inc., a Delaware corporation, on October 3, 2010 ·LPC Transport, Inc., a Delaware corporation, merged with and into Smithfield Transportation Co., Inc., a Delaware corporation, on October 3, 2010 ·Valleydale Transportation Company, Inc., a Delaware corporation, merged with and into Smithfield Transportation Co., Inc., a Delaware corporation, on October 3, 2010

Exhibit F

to

Smithfield Foods, Inc.

Second Amended and Restated Security Agreement

Letter of Credit Rights and Chattel Paper

None.

Exhibit G

to

Smithfield Foods, Inc.

Second Amended and Restated Security Agreement

Intellectual Property

TRADEMARKS

Operating Entity -	Owner	Exact Mark	Registration Number -	Reg. Date
Smithfield--Processed	SF Investments, Inc.		3,427,864	5/13/2008
Smithfield--Processed	SF Investments, Inc.	SMITHFIELD PREFERRED STOCK	3,059,618	2/14/2006
Smithfield--Processed	SF Investments, Inc.	SMITHFIELDINCENTIVES.COM	3,490,525	8/19/2008
Gwaltney-Processed	SF Investments, Inc.	GWALTNEY	1,741,498	12/22/1992
Gwaltney-Processed	SF Investments, Inc.		2,380,824	8/29/2000
Farmland-Fresh	SF Investments, Inc.		1,687,338	5/12/1992
Farmland-Fresh	SF Investments, Inc.		1,779,770	6/29/1993
Farmland-Fresh	SF Investments, Inc.	FARMLAND	2,648,396	11/12/2002
Farmland-Fresh	SF Investments, Inc.	FARMLAND EXTRA TENDER	1,649,600	7/2/1991
Farmland-Fresh	SF Investments, Inc.		1,974,182	5/14/1996
Farmland-Fresh	SF Investments, Inc.		3,049,300	1/24/2006
Farmland-Fresh	SF Investments, Inc.		3,063,056	2/28/2006
Cook's	SF Investments, Inc.	COOK'S	2,727,078	6/17/2003
Cudahy-Processed	Patcud Investments, Inc.	PATRICK CUDAHY	3,528,346	11/4/2008
John Morrell-Processed	Jonmor Investments, Inc.		1,747,277	8/3/2004
John Morrell-Processed	Jonmor Investments, Inc.		2,897,136	10/26/2004
Kretschmar	Jonmor Investments, Inc.	KRETSCHMAR	1,672,694	1/21/1992
Eckrich	Jonmor Investments, Inc.	ECKRICH	2,695,413	3/11/2003
Eckrich	Jonmor Investments, Inc.		3,112,406	7/4/2006
Eckrich	Jonmor Investments, Inc.	ECKRICH DELI	3,159,430	10/17/2006

INTELLECTUAL PROPERTY LICENSES

Trademark License Agreements:

·Amended and Restated License Agreement, dated as of May 3, 2009, between Jonmor Investments, Inc. and John Morrell & Co., as further amended on October 13, 2010.

·Trademark License Agreement, dated as of May 3, 2009, between Jonmor Investments, Inc. and Armour-Eckrich Meats LLC.

·Amended and Restated License Agreement, dated as of May 3, 2009, between Patcud Investments, Inc. and Patrick Cudahy, Incorporated.

·Amended and Restated License Agreement, dated as of May 3, 2009, between SF Investments, Inc. and The Smithfield Packing Company.

·Amended and Restated License Agreement, dated as of May 3, 2009, between SF Investments, Inc. and Farmland Foods, Inc.

Exhibit H

to

Smithfield Foods, Inc.

Second Amended and Restated Security Agreement

Commercial Tort Claims

None.

EX-10.3

EXECUTION COPY

RECEIVABLES SALE AGREEMENT

Dated as of June 9, 2011

AMONG

SMITHFIELD FOODS, INC.,

SFFC, INC.,

FARMLAND FOODS, INC., THE SMITHFIELD PACKING COMPANY,

INCORPORATED, PATRICK CUDAHY, LLC, PREMIUM PET HEALTH, LLC

JOHN MORRELL & CO., SMITHFIELD GLOBAL PRODUCTS, INC.,

AND ARMOUR-ECKRICH MEATS LLC,

As Originators,

AND

SMITHFIELD RECEIVABLES FUNDING LLC,

As Buyer

16425574.8

ARTICLE I	AMOUNTS AND TERMS OF THE PURCHASE	2
Section 1.1	Commencement Date; Initial Transfer and Contribution of Receivables	2
Section 1.2	Purchase of Receivables	3
Section 1.3	Payment of Purchase Price	5
Section 1.4	Settlement Date; Adjustments	6
Section 1.5	Payments and Computations, Etc	7
Section 1.6	License of Software	7
Section 1.7	Characterization	8
ARTICLE II	REPRESENTATIONS AND WARRANTIES	8
Section 2.1	Representations and Warranties	8
ARTICLE III	CONDITIONS OF PURCHASE	12
Section 3.1	Conditions Precedent to Purchase	12
Section 3.2	Conditions Precedent to Subsequent Payments	12
ARTICLE IV	COVENANTS	13
Section 4.1	Affirmative Covenants of Transferors	13
Section 4.2	Negative Covenants of Transferors	17
ARTICLE V	TERMINATION EVENTS	18
Section 5.1	Termination Events	18
Section 5.2	Remedies	21
ARTICLE VI	INDEMNIFICATION	21
Section 6.1	Indemnities by Transferors	21
Section 6.2	Other Costs and Expenses	24
ARTICLE VII	MISCELLANEOUS	24
Section 7.1	Waivers and Amendments	24
Section 7.2	Notices	24
Section 7.3	Protection of Ownership Interests of Buyer	24
Section 7.4	Confidentiality	26
Section 7.5	Bankruptcy Petition	26
Section 7.6	Limitation of Liability	26
Section 7.7	CHOICE OF LAW	27
Section 7.8	CONSENT TO JURISDICTION	27
Section 7.9	WAIVER OF JURY TRIAL	27
Section 7.10	Integration; Binding Effect; Survival of Terms	27
Section 7.11	Counterparts; Severability; Section References	28

Exhibits and Schedules

Exhibit I	-	Definitions
Exhibit II	-	Principal Place of Business; Location(s) of Records; Federal Employer Identification Number; Other Names
Exhibit III	-	Lock-Boxes; Collection Accounts; Collection Banks
Exhibit IV	-	Form of Compliance Certificate
Exhibit V	-	Credit and Collection Policy
Exhibit VI	-	Form of Subordinated Note
Exhibit VII	-	Form of Purchase Report
Schedule A	-	Documents to Be Delivered to Buyer On or Prior to the Date of this Agreement

RECEIVABLES SALE AGREEMENT

THIS RECEIVABLES SALE AGREEMENT, dated as of June 9, 2011, 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, 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, and Armour-Eckrich Meats LLC, a Delaware limited liability company and such other Originators that may become party to this Agreement with the consent of the Administrative Agent (each, unless excluded from this Agreement as an Excluded Originator in accordance herewith, an “Originator”), and Smithfield Receivables Funding LLC, a Delaware limited liability company (“Buyer”).

Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto.

PRELIMINARY STATEMENTS

WHEREAS, each of the Originators acquires and originates, from time to time, Receivables and certain rights relating thereto.

WHEREAS, the Originators wish to sell, contribute or otherwise convey the Receivables, Related Security and associated Collections to the Buyer, from time to time, and the Buyer is willing to purchase or otherwise acquire Receivables, Related Security and associated Collections from the Originators, on the terms and subject to the conditions set forth herein.

WHEREAS, each of the Originators, SFFC and Buyer intend the conveyance of Receivables contemplated hereby to be true sales or contributions of the applicable Receivables to Buyer by each such Originator or SFFC, as the case may be, providing Buyer with the full benefits of ownership of such Receivables and Related Security, and none of the Originators, SFFC and Buyer intends such conveyances to be, or for any purpose to be characterized as, loans from Buyer to such Originator or SFFC, as the case may be.

WHEREAS, the Originators and Buyer acknowledge that a lien and security interest in the Receivables and the Related Security and associated Collections sold, contributed or otherwise conveyed by the Originators to Buyer hereunder will be granted and assigned by Buyer pursuant to that certain Credit and Security Agreement dated as of June 9, 2011 (as amended, restated and/or otherwise modified from time to time in accordance with the terms thereof, the “Credit and Security Agreement”) among Buyer, Smithfield, as initial Servicer, each of the lenders and co-agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as administrative agent (in such last capacity, the “Administrative Agent”) and as letter of credit issuer (the “Letter of Credit Issuer”).

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMOUNTS AND TERMS OF THE PURCHASE

Section 1. 1Commencement Date; Initial Transfer and Contribution of Receivables. (a) None of the Originators shall have any obligation to contribute or sell, and Buyer shall have no obligation to accept or purchase, any of the Receivables, Related Security or associated Collections until the Commencement Date (as defined herein) occurs. The obligation of Smithfield, SFFC, and the Originators to sell, contribute, and convey the Receivables shall commence on the date set forth in a notice from Buyer to the Originators, Smithfield and SFFC, with a copy to the Administrative Agent, stating that Buyer is prepared to accept the contribution of the Initial Contributed Assets on such date (such date, the “Commencement Date,” and such notice the “Commencement Date Notice”) to be provided not less than two (2) Business Days prior to the Commencement Date. On the Commencement Date:

(i)Buyer shall provide to each of the other parties a notice (the “Transfer Notice”) specifying in respect of each Originator the aggregate Outstanding Balance of the Initial Transferred Assets of such Originator that shall constitute Initial Contributed Assets and the aggregate Outstanding Balance of the Initial Transferred Assets of such Originator that shall constitute Initial Purchased Assets.

(ii)Each of the Originators agrees to transfer and convey to Smithfield its Initial Contributed Assets.

(iii)Smithfield agrees to contribute, assign, transfer, set-over and otherwise convey to SFFC, and SFFC agrees to accept from Smithfield, the Aggregate Initial Contributed Assets as a contribution to the capital of SFFC.

(iv)SFFC agrees to contribute, assign, transfer, set-over and otherwise convey to Buyer, and Buyer agrees to accept from SFFC, the Aggregate Initial Contributed Assets contributed to SFFC pursuant to Section 1.1(a)(ii) as a contribution to the capital of Buyer.

(b)It is the intention of the parties hereto that (i) each of the conveyances described in Section 1.1(a)(ii) constitute an outright assignment of Initial Contributed Assets and (ii) each of the conveyances described in Sections 1.1(a)(iii) and (iv) constitute an outright assignment of the Aggregate Initial Contributed Assets, which assignments are absolute and irrevocable and which assignments collectively provide Buyer, upon completion of the transactions described in Sections 1.1(a)(ii), (iii), and (iv), with the full benefits of ownership of the Aggregate Initial Contributed Assets.

(c)The transfer to Smithfield of Initial Contributed Assets by each Originator is made without recourse to such Originator, and the contribution of the Aggregate Initial Contributed Assets by Smithfield to SFFC, and by SFFC to Buyer, is made without recourse to Smithfield or SFFC, as applicable; provided, however, that (i) each Originator remains liable to Smithfield for all representations, warranties, covenants and indemnities made by such Originator hereunder and under the other Transaction Documents to which such Originator is party, (ii) Smithfield remains liable to SFFC for all representations,

warranties, covenants and indemnities made by Smithfield hereunder and under the other Transaction Documents to which Smithfield is party; (iii) SFFC remains liable to Buyer for all representations, warranties, covenants and indemnities made by SFFC hereunder and under the other Transaction Documents to which SFFC is party, and (iv) such transfer and contribution do not constitute, and will not, and are not intended to, result in, an assumption by Buyer of any obligation of such Originator or any other Person arising in connection with the Initial Contributed Assets or any other obligations of such Originator. Each of the Originators, Smithfield and SFFC agrees that it has marked, or will mark within thirty (30) days of the Commencement Date, its master data processing records relating to the Initial Contributed Assets originated (or, in the case of Smithfield or SFFC, contributed) by it with a legend acceptable to Buyer and to the Administrative Agent, evidencing that Buyer acquired the Aggregate Initial Contributed Assets and to note in its financial statements that the Initial Contributed Assets have been transferred to Smithfield and that the Aggregate Initial Contributed Assets have been contributed to SFFC’s capital and subsequently Buyer’s capital. Upon the request of Buyer or the Administrative Agent, each of the Originators, and each of Smithfield and SFFC, will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Aggregate Initial Contributed Assets to the extent that any such assets remain in existence on the Commencement Date.

(d)On the first Settlement Date following the Commencement Date, the exact amounts of the Outstanding Balances of the Initial Contributed Assets and the Initial Purchased Assets for each Originator shall be determined, based on information provided to Buyer and Servicer by each Originator, in the following manner. With respect to each Originator, the Receivables included in the Initial Transferred Assets will be listed in descending order of Outstanding Balance, with the Receivable having the largest Outstanding Balance listed first. Such list will then be divided into two portions in descending order, with the portion including the Receivables from the largest Outstanding Balance to and including the Receivable that causes the total Outstanding Balance of such portion to equal or exceed the amount specified in the Transfer Notice as the amount of Initial Contributed Assets for such Originator being designated as the Initial Contributed Assets of such Originator, and the remaining Initial Transferred Assets being treated as the Initial Purchased Assets of such Originator. The actual amounts of Initial Contributed Assets and Initial Purchased Assets for such Originator will then be adjusted accordingly.

Section 1. 2Purchase of Receivables.

(a)On the terms and subject to the conditions set forth herein, each of the Originators hereby sells, assigns, transfers, sets-over and otherwise conveys to Buyer on the Commencement Date, without recourse (except to the extent expressly provided herein), and Buyer hereby purchases from each of the Originators on the Commencement Date, all of each Originator’s right, title and interest, in, to and under the applicable Initial Purchased Assets.

(b)Prior to the commencement of each Calculation Period, each Originator shall prepare and deliver to Buyer a report (each, an “Estimated Sales Report”) setting forth its good faith estimate of the aggregate Outstanding Balance of all Receivables that, together with all Related Security and Collections relating thereto, are anticipated to be

sold and transferred to Buyer by such Originator on each day of such Calculation Period.

(c)On each Purchase Date until and including the applicable Termination Date, each Receivable (other than any Excluded Receivable), together with all Related Security and Collections relating thereto existing at the opening of the applicable Originator’s business on such Purchase Date, shall be deemed to have been sold, assigned, transferred, set-over and otherwise conveyed to Buyer, and purchased by Buyer (and without further action by any Person).

(d)On the eighteenth (18^th) Business Day following the end of the fiscal month in which the Commencement Date occurs, and on the eighteenth (18^th) Business Day following the end of each fiscal month thereafter, each Originator shall (or shall cause Smithfield, as Servicer, under the Credit and Security Agreement to) deliver to Buyer a report in substantially the form of Exhibit VII hereto (each such report being herein called a “Purchase Report”) with respect to the actual aggregate Outstanding Balance of the Receivables sold by such Originator to Buyer during the Calculation Period then most recently ended. In addition to, and not in limitation of, the foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request that the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information or documents as Buyer or the Administrative Agent may reasonably request.

(e)It is the intention of the parties hereto that the purchase of Receivables from each Originator pursuant to this Section 1.2 shall constitute a sale, which sale is absolute and irrevocable and provides Buyer with the full benefits of ownership of such Receivables. Except for the Purchase Price Credits owed by such Originator pursuant to Section 1.4, the sale of Receivables hereunder by each Originator is made without recourse to such Originator; provided, however, that (i) such Originator shall be liable to Buyer for all representations, warranties, covenants and indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer of any obligation of such Originator or any other Person arising in connection with such Receivables, the related Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the sale of Receivables by each Originator pursuant to this Section 1.2 shall constitute a sale of such Receivables rather than loans secured thereby, each Originator agrees that it has marked (or will, on or prior to the date hereof and in accordance with Section 4.1(e)(ii), mark) its master data processing records relating to the Receivables originated by it with a legend acceptable to Buyer and to the Administrative Agent, evidencing that Buyer has purchased such Receivables and to note in its financial statements that its Receivables have been sold to Buyer. Upon the request of Buyer or the Administrative Agent, each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables purchased by Buyer pursuant to this Section 1.2 and the Related Security and Collections with respect thereto, or as Buyer or the Administrative Agent may reasonably request.

Section 1. 3Payment of Purchase Price.

(a)On each Purchase Date, the Purchase Price payable by Buyer to any

Originator in respect of the purchase of any Receivables and the Related Security and Collections related thereto from such Originator pursuant to Section 1.2 (the “Purchase Price”) on such Purchase Date shall be an amount equal to the product of (x) the estimated Outstanding Balance of such Receivables on the applicable Purchase Date indicated in the Estimated Sales Report for the Calculation Period within which such Purchase Date occurs, multiplied by (y) one minus the Discount Factor in effect on such Purchase Date.

(b)The Purchase Price with respect to the Receivables purchased by Buyer on any Purchase Datein accordance with the applicable Estimated Sales Report shall be reconciled on the applicable Settlement Date based on the information contained in the applicable Purchase Report, in the following manner:

(i)by wire transfer of immediately available funds to such Originator on such Purchase Date or Settlement Date, as applicable, to the extent that Buyer has funds available for such purpose after satisfying Buyer’s obligations under the Credit and Security Agreement that are then due and payable;

(ii)at the request of an Originator, by causing the Letter of Credit Issuer to issue a Letter of Credit, subject to the terms and conditions (including any limitations therein on the amount of any such issuance) for issuing Letters of Credit under the Credit and Security Agreement, in favor of one or more beneficiaries selected by the applicable Originator in the stated amount requested by such Originator (or, if applicable and permitted by the Credit and Security Agreement, by causing the expiration date of an existing Letter of Credit to be extended at the request of such Originator), in which event the face amount of each such Letter of Credit shall be applied as a deduction from such Purchase Price that would otherwise be payable by Buyer to such Originator;

(iii)on the applicable Settlement Date, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a “Subordinated Loan”) in an amount not to exceed the lowest of (A) the remaining unpaid portion of the aggregate Purchase Price for the Receivables sold by such Originator during the applicable Calculation Period (after giving effect to clauses (i) and (ii) above), (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Required Capital Amount and (C) an amount equal to the Subordinated Note Limit with respect to such Originator. Each Originator is hereby authorized by Buyer to, on each Settlement Date, endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of advances made thereunder on such Settlement Date, as well as the date and amount of each payment with respect thereto during the Calculation Period to which such Settlement Date relates; provided that the failure to make such notation shall not affect any obligation of Buyer thereunder; and

(iv)on each Settlement Date, by accepting a contribution to Buyer’s capital from such Originator in an amount equal to the remaining unpaid portion of such Purchase Price for such Receivables (after giving effect to clauses (i), (ii), and (iii) above).

In the event that Buyer does not have sufficient cash available to pay the estimated Purchase Price payable on any Purchase Date based on the Estimated Sales Report, Buyer

shall be entitled to pay some or all of the shortfall on a later Purchase Date in such Calculation Period to the extent Buyer has surplus cash available on such later Purchase Date.

(c)Buyer shall be permitted to offset against the Purchase Price payable by it to any Originator in respect of the purchase of any Receivables and the Related Security and Collections related thereto from such Originator pursuant to Section 1.2 any credits and adjustments arising under Section 1.3(d) or Section 1.4 and any other amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid.

(d)In the event an Originator requests that any purchases hereunder be paid for by the issuance or extension of Letters of Credit as described herein, such Originator shall, on a timely basis, provide Buyer with such information as is necessary for Buyer to obtain or extend such Letter of Credit from the Letter of Credit Issuer pursuant to the Credit and Security Agreement. No Originator shall have a reimbursement obligation in respect of any such Letter of Credit. In the event that any Letter of Credit expires without being fully drawn or is surrendered for cancellation without being fully drawn, Buyer shall pay to the applicable Originator on the next succeeding Settlement Date an amount equal to the undrawn balance of such Letter of Credit as of the date of such expiration or surrender. Such payment may be paid in cash when Buyer has funds that are not needed to satisfy Buyer’s obligations under the Credit and Security Agreement (to the extent then due and payable) or, at Buyer’s election, by using the proceeds of a Subordinated Loan from such Originator. On each Settlement Date with respect to a Calculation Period during which a Letter of Credit is outstanding, the applicable Originator shall pay to Buyer the Letter of Credit Fees (as defined in the Credit and Security Agreement) payable by the Buyer on such date with respect to the Letters of Credit issued on behalf of such Originator. Buyer shall be entitled, at its election, to offset the amount of such Letter of Credit Fees against the principal balance of the Subordinated Note related to such Originator or against the amount of cash next payable with respect to the purchase of Receivables from such Originator.

(e)Subject to the limitations set forth in Section 1.3(b)(iii), each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the applicable Termination Date. The related Subordinated Loans owing to each Originator shall be evidenced by, and shall be payable in accordance with the terms and provisions of its related Subordinated Note and shall be payable solely from cash available to Buyer after payment of all amounts due in respect of the related Senior Claim (as defined in the related Subordinated Note) or to become due in respect of the related Senior Claim within thirty (30) days of the date of proposed payment on the related Subordinated Note.

(f)From and after the applicable Termination Date, no Originator shall be obligated to (but may, at its option) sell Receivables to Buyer.

Section 1. 4Settlement Date; Adjustments.

(a)The Purchase Price for each Receivable coming into existence after the Business Day immediately preceding the Commencement Date shall be due and payable in full by Buyer to the applicable Originator on the date and in the manner set forth in Section 1.3(b). Notwithstanding the foregoing, on each Settlement Date, Buyer and each Originator shall effect a settlement of all amounts paid by Buyer and all Receivables

purchased by Buyer during the Calculation Period (based on the information contained in the Purchase Report for such Calculation Period) to which such Settlement Date relates. On the Settlement Date, the positive difference (if any) (i) owing to an Originator shall be paid by Buyer pursuant to the methods of payment described in Section 1.3(b) or (ii) owing to Buyer shall be applied by Buyer to reduce the balance (if any) owing under the applicable Originator’s Subordinated Note, with any remaining balance being repaid to Buyer.

(b)In addition to the adjustments described in Section 1.4(a), if (x) on any Purchase Date any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) is not true when made or deemed made with respect to the applicable Receivable or (y) on any day the Outstanding Balance of the applicable Receivable purchased from any Originator is:

(i)reduced as a result of any defective, rejected or returned goods or services, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable);

(ii)reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction);

(iii)reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund; or

(iv)on the date of its sale, equal to an amount that is less than the amount reflected in the applicable Purchase Report

then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”), on the Settlement Date related to the Calculation Period when the applicable Purchase Date or reduction or cancellation of Outstanding Balance occurs, against the Purchase Price otherwise payable to the applicable Originator hereunder in respect of such Receivable equal to (A) in the case clauses (y)(i) through (iv) above, the amount of such reduction or cancellation or the difference between the Outstanding Balance of such Receivable and the amount included with respect to such Receivable in calculating the then applicable Net Pool Balance, as applicable, and (B) in the case of clause (x) above, an amount equal to the amount of the Outstanding Balance of such Receivable on the relevant Purchase Date. On such Settlement Date, the applicable Originator shall pay the amount of such Purchase Price Credit to Buyer in cash immediately; provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Section 1. 5Payments and Computations, Etc. All amounts required to be paid by Buyer hereunder shall be paid in accordance with the terms hereof on the day when due in immediately available funds to the account of the applicable Originator designated from time to time by such Originator or as otherwise directed by such Originator. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount due and payable by it hereunder when due, such

Person agrees to pay, on demand, interest on such amount calculated at a rate of interest equal to the Default Rate from the date such payment was due until paid in full. All computations of interest payable hereunder shall be made on the basis of the actual number of days (including the first but excluding the last day) elapsed and a year of 360 days.

Section 1. 6License of Software.

(a)To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent and Smithfield an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer, such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, the consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations, and (ii) the date on which each of this Agreement and the Credit and Security Agreement terminates in accordance with its terms.

(b)Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent, from time to time hereafter, that may be necessary or appropriate to ensure that Buyer has an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and Smithfield each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

Section 1. 7Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(c) and Section 1.2(e), any (a) transfer by an Originator of Receivables to Smithfield, (b) contribution of Receivables by Smithfield to SFFC or by SFFC to Buyer, or (c) sale by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution, or such transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each conveyance of Receivables by an Originator or Smithfield hereunder shall constitute a true sale or other absolute assignment thereof, as applicable: (i) each of Smithfield and SFFC hereby grants to Buyer a security interest in all of its right, title and interest in and to the Aggregate Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Buyer’s paid-in capital and capital surplus booked at the time of the issuance to SFFC or Smithfield, as applicable, of Buyer’s Equity Interests, together with all other obligations of SFFC or Smithfield, as applicable, to Buyer hereunder, which security interest shall be prior to all other Adverse Claims (except as created under the Transaction Documents), and (ii) such Originator hereby grants to Buyer a security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now

existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price owing to such Originator. Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

Section 1. 8Excluded Originator. Subject to the Buyer's obligations under the Credit and Security Agreement, Buyer shall be permitted to, at any time and from time to time after the date hereof, terminate an Originator under this Agreement (such Originator, an “Excluded Originator”) by delivery of prior written notice to each of the other parties hereto and the Administrative Agent, which notice shall specify the effective date (the “Effective Date”) of such termination (such Effective Date not to occur earlier than the end of the Calculation Period during which such notice is given). With effect from the Effective Date set forth in such notice, Buyer, Smithfield, SFFC and each of the other Originators hereby release and discharge the Excluded Originator from any future obligations arising under this Agreement, including the obligation to sell Receivables to the Buyer, and each Receivable originated by such Excluded Originator shall be deemed to be an Excluded Receivable; provided, that (a) all of such Excluded Originator's then existing obligations, indebtedness and liabilities arising hereunder and the other Transaction Documents to which it is a party in respect of Receivables that were sold pursuant hereto prior to the Effective Date and (b) the provisions described in Section 7.10(d) as they relate to such Excluded Originator shall survive such termination. Solely to the extent relating to Excluded Receivables, Buyer shall terminate or amend any UCC financing statement filed naming Buyer as secured party and the Excluded Originator as debtor, (b) terminate any Collection Account Agreement governing any Lock-Box or Collection Account relating to such Excluded Originator and (c) take any other actions as may be appropriate to evidence or record the termination of such Excluded Originator contemplated hereby. Each Excluded Originator agrees that this Agreement and the other Transaction Documents may be amended or otherwise modified after the effective date of such release without the consent or approval of such Excluded Originator and the Excluded Originator shall no longer be considered a party thereto (except with respect to (a) such Excluded Originators obligation's, indebtedness and liabilities arising under this Agreement the other Transaction Documents to which it is a party in respect of Receivables sold hereunder prior to the Effective Date and existing as of the Effective Date and (b) the provisions described in Section 7.10(d) as they relate to such Excluded Originator); provided that no such amendment or other modification that could reasonably be expected to adversely affect the rights and protections afforded to such Excluded Originator under this Section 1.8 shall be effective unless agreed to in writing by such Excluded Originator.

ARTICLE II
REPRESENTATIONS AND WARRANTIES

Section 2.1Representations and Warranties. Each of Smithfield and SFFC hereby represents and warrants to Buyer on the date hereof, and each Originator hereby represents and warrants to Smithfield, SFFC and Buyer on the date hereof, the Commencement Date and each Purchase Date after the Commencement Date, that:

(a)Existence and Power. Such Transferor’s jurisdiction of organization is correctly set forth in the preamble to this Agreement. Such Transferor is duly organized under the laws of that jurisdiction and no other state or jurisdiction, and such jurisdiction must maintain a public record showing the organization to have been organized. Such Transferor is validly existing and in good standing under the laws of its state of organization. Such Transferor is duly qualified to do business and is in good standing as a foreign entity, and has and holds all organizational power and all governmental

licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

(b)Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by such Person of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder, and, in the case of any Originator, such Originator’s use of the proceeds of the sale of any Receivables, Related Security or related Collections made by it hereunder, are within its organizational powers and authority and have been duly authorized by all necessary organizational action on its part. This Agreement and each other Transaction Document to which such Transferor is a party have been duly executed and delivered by such Transferor.

(c)No Conflict. The execution and delivery by such Transferor of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not result in the creation or imposition of any Adverse Claim on the assets of such Transferor, or contravene or violate (i) its Organizational Documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property (except as created under the Transaction Documents) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any Person or Governmental Authority is required for the due execution and delivery by such Transferor of this Agreement and each other Transaction Document to which it is a party and the performance by it of its obligations hereunder and thereunder.

(e)Litigation and Contingent Obligations. Except as disclosed in the filings made by Smithfield or any Transferor with the Securities and Exchange Commission, there are no actions, suits or proceedings pending or, to the best of such Transferor’s knowledge threatened against or affecting such Transferor or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a material adverse effect on (i) the business, properties, condition (financial or otherwise) or results of operations of such Transferor and its Subsidiaries taken as a whole, (ii) the ability of such Transferor to perform its obligations under the Transaction Documents, or (iii) the validity or enforceability of any of the Transaction Documents or the rights or remedies of the Buyer hereunder. Such Transferor does not have any material Contingent Obligations not provided for or disclosed in the financial statements referred to in Section 4.1(a).

(f)Binding Effect. Each of the Transaction Documents to which such Transferor is a party constitutes the legal, valid and binding obligation of such Transferor enforceable against such Transferor in accordance with its respective terms, except as such enforcement 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).

(g)Accuracy of Information. All information heretofore furnished by such Transferor or any of its Affiliates to Buyer for purposes of or in connection with this Agreement, any of

the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Transferor or any of its Affiliates to Buyer will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, taken as a whole, and in light of the circumstances in which they were made, not misleading; provided that, with respect to projected financial information, such Transferor represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered.

(h)Use of Proceeds. No portion of any Purchase Price payment hereunder will be used (i) for a purpose that violates, or would be inconsistent with, any law, rule or regulation applicable to such Transferor or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

(i)Good Title. Immediately prior to the transfer by each Originator of the applicable Initial Contributed Assets to Smithfield and the sale by each Originator of Receivables (other than Excluded Receivables) on the Commencement Date and each Purchase Date thereafter, such Originator (i) is the legal and beneficial owner of all right, title and interest in such Initial Contributed Assets or such Receivables and (ii) is the legal and beneficial owner of the Related Security with respect to such Receivables or possesses a valid and perfected first priority security interest therein, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents. Immediately prior to Smithfield’s and SFFC’s contribution of the Aggregate Initial Contributed Assets to SFFC’s and Buyer’s capital, respectively, Smithfield or SFFC, as applicable, will be the legal and beneficial owner of the Aggregate Initial Contributed Assets, free and clear of any Adverse Claim, except as created by the Transaction Documents.

(j)Perfection. This Agreement, together with the filing of the financing statements and assignments contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from such Transferor, directly or indirectly): (i) legal and equitable title to, with the right to sell and encumber, each Receivable (other than any Excluded Receivable) originated by such Originator, whether now existing and hereafter arising, together with the Collections with respect thereto, and (ii) all of such Originator’s right, title and interest in the Related Security associated with each such Receivable, in each case, free and clear of any Adverse Claim, except in favor of the Buyer. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in such Receivables, the Related Security and the Collections. Such Transferor’s jurisdiction of organization is a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest’s obtaining priority over the rights of a lien creditor which respect to collateral.

(k)Places of Business and Locations of Records. The principal place of business and chief executive office of such Transferor and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit II or such other locations of which Buyer has been notified in accordance with Section 4.2(a) in jurisdictions where all action required by Section 4.2(a) has been taken and completed. Such Transferor’s Federal Employer Identification Number is correctly set forth on Exhibit II.

(l)Collections. The conditions and requirements set forth in Section 4.1(i) have at all times been satisfied and duly performed. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts at each Collection Bank and the post office

box number of each Lock-Box, are listed on Exhibit III. No Originator has granted to any Person, other than Buyer and the Administrative Agent, dominion and control of any Lock-Box or Collection Account, or except in the case of the ABL Representative under the Intercreditor Agreement, the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.

(m)Material Adverse Effect. Since January 30, 2011, no event has occurred that would have a Material Adverse Effect.

(n)Names. The name in which such Transferor has executed this Agreement is identical to the name of such Transferor as indicated on the public record of its state of organization which shows such Transferor to have been organized. In the past five (5) years, such Transferor has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement and as listed on Exhibit II.

(o)Ownership of Buyer. Smithfield owns, directly or indirectly, one hundred percent (100%) of the issued and outstanding Equity Interests of each Originator, SFFC and, after giving effect to the transactions on the date hereof, Buyer. Such Equity Interests are validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Buyer, SFFC or any Originator.

(p)Not an Investment Company. Such Transferor is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q)Compliance with Law. Such Transferor has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(r)Compliance with Credit and Collection Policy. Such Transferor has complied in all material respects with the Credit and Collection Policy with regard to each Receivable originated or contributed by it that was reflected in any Purchase Report as an Eligible Receivable and was an Eligible Receivable on the date of its acquisition by Buyer hereunder, and with regard to each Contract with respect to such Receivable, and has not made any material change to such Credit and Collection Policy, except such material change as to which Buyer have been notified in accordance with Section 4.1(b)(ii).

(s)Payments to such Originator. With respect to each Receivable originated by such Originator and sold to Buyer hereunder, the Purchase Price payable by Buyer in respect thereof constitutes reasonably equivalent value in consideration therefor. No transfer hereunder by such Originator of any Receivable originated by such Originator is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(t)Enforceability of Contracts. Each Contract with respect to each Receivable that was reflected in any Purchase Report as an Eligible Receivable and was an Eligible Receivable on the

date of its acquisition by Buyer hereunder is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement 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).

(u)Eligible Receivables. Each Receivable reflected in any Purchase Report as an Eligible Receivable was an Eligible Receivable on the date of its acquisition by Buyer hereunder.

(v)Accounting. The manner in which such Originator accounts for the transactions contemplated by this Agreement in its financial statements does not jeopardize the characterization of the transactions contemplated herein as being true sales.

(w)Taxes. Smithfield, SFFC and each Originator has filed or caused to be filed all Tax returns which are required to be filed and has paid all Taxes required to be paid by it,except (i) Taxes that are being contested in good faith by appropriate proceedings and for which Smithfield, SFFC or such Originator, as applicable, has set aside on its books adequate reserves or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(x)ERISA. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (a) Smithfield, SFFC, each Originator and each of their respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and of the Tax Code relating to Plans and the regulations and published interpretations thereunder, and (b) no ERISA Event has occurred or is reasonably expected to occur. The minimum funding standards of ERISA and the Tax Code with respect to each Plan have been satisfied, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect..

(y)OFAC. None of Smithfield, SFFC, such Originator nor any Subsidiary or Affiliate of the foregoing (i) is a Sanctioned Person, (ii) does business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC.

ARTICLE III
CONDITIONS OF PURCHASE

Section 3.1Conditions Precedent to Purchase. The obligations of Buyer to purchase Receivables, Related Security and associated Collections from each Originator under this Agreement is subject to the satisfaction or waiver by Buyer of the conditions precedent that (a) Buyer shall have received on or before the closing date of the Credit and Security Agreement those documents listed on Schedule A; (b) Collection Account Agreements for each Lock-Box and Collection Account (or amendments to or assignments of existing Collection Account Agreements) in favor of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent shall have been executed by the parties thereto and delivered to Buyer; (c) all of the conditions to effectiveness of the Credit and Security Agreement shall have been satisfied on or before the closing date thereunder or waived in accordance with the terms thereof. and (d) the Commencement Date shall have occurred.

Section 3.2Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay

the Purchase Price in respect of any Receivables on any Purchase Date shall be subject to the satisfaction or waiver by Buyer of the further conditions precedent that: (a) as of such Purchase Date, the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer shall have received such other approvals, opinions or documents as it may reasonably request, and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by such Originator that such statements are then true):

(a)the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and

(b)no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event.

Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable in the manner provided in Section 1.3, title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied or waived. The failure of an Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to (x) a right of Buyer to rescind the purchase of the applicable Receivables and (y) an obligation of such Originator to pay to Buyer an amount equal to the Purchase Price received by it in respect of such Receivables.

ARTICLE IV
COVENANTS

Section 4.1Affirmative Covenants of Transferors. Until the date on which this Agreement terminates in accordance with its terms:

(a)Financial Reporting. Smithfield agrees that it will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and Smithfield will, and, as applicable, will cause each Originator to, furnish to Buyer upon request:

(i)Annual Reporting. Within 90 days after the end of each fiscal year of Smithfield, Smithfield’s audited consolidated balance sheet and audited consolidated condensed statements of income, stockholders’ equity and cash flows as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the corresponding figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Smithfield and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.

(ii)Quarterly Reporting. Within 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of Smithfield, Smithfield’s unaudited consolidated balance sheet and unaudited consolidated condensed statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by the Financial Officer of Smithfield as presenting fairly in

all material respects the financial condition and results of operations of Smithfield and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

(iii)Compliance Certificate. Together with the financial statements required to be delivered pursuant to Section 4.1(a)(i) and (ii) or, if not requested, with respect to the relevant accounting period, as applicable, a compliance certificate in substantially the form of Exhibit IV signed by a Financial Officer of Smithfield and dated the date of such annual financial statement or such quarterly financial statement, or the end of such relevant accounting period, as the case may be.

(iv)Shareholders Statements and Reports. Promptly after the same become publicly available, copies of all reports on Form 10-K, Form 10-Q and Form 8-K and all proxy statements filed by any Transferor with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by Smithfield to the holders of its Equity Interests generally, as the case may be.

(v)Auditors Reports and Management Letters. Concurrently with any delivery of financial statements under paragraph (a)(i) and (ii) above (x) a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any default relating to Sections 6.13, 6.14 or 6.15 of the Parent Credit Agreement (which certificate may be limited to the extent required by accounting rules or guidelines) and (ii) copies of any letters to the management of Smithfield from such accounting firm.

(b)Other Notices and Information. Each Transferor will deliver to Buyer:

(i)ERISA. Promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Transferor or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if such Transferor or any of the ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Buyer or the Administrative Agent, the Transferors and/or the ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and such Transferor shall provide copies of such documents and notices promptly to the Buyer or the Administrative Agent after receipt thereof, and further provided that the rights granted to the Buyer or the Administrative Agent in this section shall be exercised not more than once during a 12-month period.

(ii)Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such proposed change or amendment ,and (B) if such proposed change or amendment would be reasonably likely to materially adversely affect the collectability of the Receivables or decrease the credit quality of any newly created Receivables, requesting Buyer’s (and the Administrative Agent’s) consent thereto.

(iii)Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables originated or contributed by such Transferor or the condition or operations, financial or otherwise, of such Originator as Buyer may from time to time reasonably request in order to protect the interests of Buyer under or as contemplated by this Agreement.

(iv)Termination Events or Unmatured Termination Events. The

occurrence of each Termination Event and each Unmatured Termination Event, by a statement of a Financial Officer of such Transferor.

(v)Downgrade of Transferor. Promptly after the occurrence thereof, any downgrade in the rating of any rated Debt of any Transferor by S&P or by Moody’s, setting forth the Debt affected and the nature of such change.

(vi)Material Events. With respect to (i) any Transferor other than Smithfield, promptly upon learning thereof, the occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect and (ii) Smithfield, a copy of each notice delivered pursuant to Section 5.02 of the Parent Credit Agreement as and when such notice is delivered thereunder.

(c)Compliance with Laws and Preservation of Existence. Each Transferor will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Transferor will preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where its business is conducted, except where the failure to so qualify or remain in good standing could not reasonably be expected to have a Material Adverse Effect.

(d)Audits. Each Transferor will furnish to Buyer such information with respect to it and the Receivables sold or contributed by it as may be reasonably requested by Buyer from time to time. Each Transferor will, from time to time during regular business hours as requested by Buyer upon reasonable notice and at the sole cost of such Transferor, permit Buyer, or its agents or representatives: (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Transferor relating to the Receivables and Related Security, including the related Contracts, and (ii) to visit the offices and properties of such Transferor for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Transferor’s financial condition or the Receivables and the Related Security or such Transferor’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of such Transferor having knowledge of such matters (each of the foregoing examinations and visits, a “Review”); provided, however, that, so long as no Event of Default (under and as defined in the Credit and Security Agreement) has occurred and is continuing, the Transferors shall only be responsible for the costs and expenses of the first Review conducted in each calendar year.

(e)Keeping and Marking of Records and Books.

(i)Such Transferor will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Such Transferor will give Buyer notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii)Such Transferor will (A) on or prior to the date hereof, mark its

master data processing records and other books and records relating to the Receivables with a legend, acceptable to Buyer, describing Buyer’s ownership interests in the Receivables and further describing the interest of the Administrative Agent (on behalf of the Lenders) under the Credit and Security Agreement and (B) upon the request of Buyer: (x) mark each Contract with a legend describing Buyer’s ownership interests in the Receivables originated by such Transferor and further describing the interest of the Administrative Agent (on behalf of the Lenders) and (y) after the occurrence of a Termination Event, deliver to Buyer all Contracts (including all multiple originals of any such Contract) relating to such Receivables.

(f)Compliance with Contracts and Credit and Collection Policy. Such Transferor will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables originated by it, except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (ii) comply in all respects with the Credit and Collection Policy in regard to each such Receivable and the related Contract.

(g)Ownership. Such Transferor will take all necessary action to establish and maintain, irrevocably in Buyer, (A) legal and equitable title to the Receivables (other than the Excluded Receivables) originated by such Transferor and the Collections and (B) all of such Transferor’s right, title and interest in the Related Security associated with the Receivables (other than Excluded Receivables) originated by such Transferor, in each case, free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer (including the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Buyer as Buyer may reasonably request).

(h)Lenders’ Reliance. Such Transferor acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by the Credit and Security Agreement in reliance upon Buyer’s identity as a legal entity that is separate from such Transferor and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor will take all reasonable steps, including all steps that Buyer may from time to time reasonably request, to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of such Transferor and any Affiliates thereof and not just a division of such Transferor or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own any of the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the “separateness covenants” set forth in Section 7.1(i) of the Credit and Security Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between such Transferor and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

(i)Collections. From and after the Commencement Date, such Transferor will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box to be subject at all times to a Collection Account Agreement that is in full force and effect; provided, that amounts received in respect of any Excluded Receivables shall not be deposited in any Lock-Box or Collection Account. In the event any payments relating to Receivables are

remitted directly to such Transferor or any Affiliate of such Transferor, such Transferor will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposit into a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, such Transferor will itself hold or will cause such payments to be held in trust for the exclusive benefit of Buyer. From and after the Commencement Date, such Transferor will transfer exclusive ownership, dominion and control of each Lock-Box to Buyer and, will not grant the right to take dominion and control of any Lock-Box at a future time or upon the occurrence of a future event to any Person, except to Buyer as contemplated by this Agreement and the Credit and Security Agreement and to the ABL Representative as contemplated under the Intercreditor Agreement.

(j)Taxes. Such Transferor will file all Tax returns and reports required by law to be filed by it and promptly pay all Taxes and governmental charges at any time owing, except any such Taxes which are not yet delinquent or are being contested in good faith by appropriate and timely proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Such Transferor will pay when due any and all present and future stamp, documentary, and other similar taxes and governmental charges payable in connection with the Receivables originated by it, and hold Buyer harmless from and against any and all liabilities (including penalties, interest and expenses) with respect to or resulting from any delay or omission to pay such Taxes and governmental charges.

Section 4.2Negative Covenants of Transferors. Until the date on which this Agreement terminates in accordance with its terms, each Transferor hereby covenants that:

(a)Name Change, Offices and Records. Such Transferor will not change its (i) jurisdiction of organization, (ii) name, (iii) identity or structure (within the meaning of Article 9 of any applicable enactment of the UCC), unless it shall have: (i) given the Buyer (and the Administrative Agent) at least forty-five (45) days’ prior written notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation.

(b)Change in Payment Instructions to Obligors. Such Transferor will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that such Transferor may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c)Modifications to Contracts and Credit and Collection Policy. Such Transferor will not make any change to the Credit and Collection Policy that would impair the collectability of any Receivable originated by it or reasonably be expected to have a Material Adverse Effect without the consent of the Buyer and the Administrative Agent. Except as otherwise permitted in its capacity as Servicer pursuant to the Credit and Security Agreement, such Transferor will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

(d)Sales, Liens. Such Transferor will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including the filing of any financing statement) or with respect to, any Receivable

(other than any Excluded Receivable), Related Security or Collections, or upon or with respect to any Contract under which any such Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Transferor will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Transferor.

(e)Accounting for Purchase. Such Transferor will not, and will not permit any Affiliate to, financially account (whether in financial statements or otherwise) for the transactions contemplated hereby in any manner other than the sale or other outright conveyance by such Transferor to Buyer of the Receivables originated by such Transferor and the associated Related Security or in any other respect account for or treat the transactions contemplated hereby in any manner other than as a sale of such Receivables and Related Security by such Transferor to Buyer except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with GAAP.

(f)ERISA Compliance. Each of Smithfield and such Transferor will not, and will not permit any Subsidiary of Smithfield and such Transferor to, fail to satisfy the minimum funding standard under Section 412 of the Tax Code or Section 302 of ERISA, whether or not waived, or incur any liability under Section 4062 of ERISA to PBGC established thereunder in connection with any Plan except as would not have a Material Adverse Effect.

(g)Merger; Consolidation. Subject to the limitations of Section 7.1(i) of the Credit and Security Agreement, no Transferor will, nor will it permit any of its Restricted Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Termination Event shall have occurred and be continuing:

(i)any Subsidiary (other than the Buyer) may merge with Smithfield in a transaction in which Smithfield is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent;

(ii)any Transferor (other than Smithfield) and any other Person may merge into any Transferor in a transaction in which a Transferor is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes a Transferor;

(iii)any entity (other than Smithfield or the Buyer) may merge into any other entity (other than Smithfield or the Buyer);

(iv)any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to Smithfield or another Restricted Subsidiary;

(v)any Restricted Subsidiary may liquidate or dissolve if Smithfield determines in good faith that such liquidation or dissolution is in the best interests of Smithfield and is not materially disadvantageous to the Lenders; and

(vi)any Transferor or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets (including for the avoidance of doubt any Excluded Receivable) in

any manner expressly permitted by any Transaction Document or if permitted under Section 6.04 or 6.05 of the Parent Credit Agreement;

provided, that any such merger that would otherwise be permitted by this Section 4.2(g) involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 of the Parent Credit Agreement.

ARTICLE V
TERMINATION EVENTS

Section 5.1Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event:

(a)Any Transferor shall fail to make any payment required hereunder when due and such failure shall continue for two (2) consecutive Business Days.

(b)Any Transferor shall fail to observe or perform any covenant or agreement contained in Section 4.1(b)(iv) or 4.2.

(c)Any Transferor shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in Sections 5.1(a) and (b)), and such failure shall remain unremedied for fifteen (15) days after the earlier of (i) an Executive Officer of any of the Transferors obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any of the Transferors by Buyer.

(d)Any representation, warranty, certification or statement made by such Transferor in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold and provided further, that any misrepresentation or certification for which Buyer has actually received a Purchase Price Credit shall not constitute a Termination Event hereunder.

(e)Any of the Transferors or any of the Restricted Subsidiaries shall become unable, admit in writing its inability or fail generally to pay its Debts as they become due.

(f)An Event of Bankruptcy shall occur with respect to Smithfield, SFFC or any Originator.

(g)A Change of Control shall occur.

(h)An ERISA Event shall have occurredor such other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) and (ii) such event or condition, when taken together with all other such events or conditions, if any, that have occurred, is reasonably likely to result in a Material Adverse Effect;

(i)One or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 (to the extent not adequately covered by insurance as to which the insurer has not denied or contested coverage) shall be rendered against Smithfield, any Subsidiary of Smithfield (other than any Unrestricted Subsidiary), any Originator, any Subsidiary of an Originator (other than any Unrestricted Subsidiary) or any combination thereof and the same shall remain unpaid or undischarged for a period of

45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Smithfield, any Subsidiary of Smithfield, any Originator or any Subsidiary of any Originator (other than any Unrestricted Subsidiary) to enforce any such judgment, or Smithfield, any Subsidiary of Smithfield (other than any Unrestricted Subsidiary), any Originator or any Subsidiary of any Originator (other than any Unrestricted Subsidiary) shall fail within 45 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued.

(j)A Subordinated Lender shall fail to make any Subordinated Loan under the applicable subordinated loan agreement following the Buyer’s request therefor.

(k)Any Transaction Document ceases to be in full force and effect or the validity or enforceability thereof is disaffirmed by or on behalf of any Transferor or any Restricted Subsidiary, or at any time it is or becomes unlawful for any Transferor or any Restricted Subsidiary to perform or comply with its obligations under any Transaction Document, or the obligations of any of the Transferors or any Restricted Subsidiary under any Transaction Document are not, or cease to be, legal, valid and binding on any of the Transferors or any Restricted Subsidiary.

(l)A regulatory, tax or accounting body has ordered that the activities of any Originator or any Affiliate of such Originator contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of such Originator or any Affiliate of such Originator contemplated hereby may reasonably be expected to cause such Originator or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences.

(m)There shall occur any loss, termination, cancellation or other material impairment of any governmental license, certificate, or permit by any Transferor or any Restricted Subsidiary which is reasonably likely to have a Material Adverse Effect.

Section 5.2Remedies. Upon the occurrence of a Termination Event, Buyer may take any of the following actions: (i) declare the applicable Termination Date to have occurred, whereupon the applicable Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Transferor; provided, however, that upon the occurrence of a Termination Event described in Section 5.1(f) with respect to any Transferor, or of an actual or deemed entry of an order for relief with respect to any Transferor under the Bankruptcy Code, the applicable Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Transferor and (ii) to the fullest extent permitted by applicable law, declare that the Default Rate shall accrue with respect to any amounts then due and owing by such Transferor to Buyer. The aforementioned rights and remedies shall be without limitation and shall be in addition to all other rights and remedies of Buyer otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE VI
INDEMNIFICATION

Section 6.1Indemnities by Transferors. Without limiting any other rights that Buyer may have hereunder or under applicable law, each Transferor hereby agrees to indemnify (and pay upon

demand to) Buyer, and its officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of Buyer) and disbursements and, to the extent such Transferor does not timely pay such indemnity, any additional liability (including penalties, interest and expenses) arising from or with respect to any of the foregoing (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables originated by such Transferor, provided, however, that the indemnification obligations of each Transferor hereunder shall expressly exclude:

(a)Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(b)Indemnified Amounts to the extent the same includes losses in respect of Receivables originated by such Transferor that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its obligations in respect of such Receivable; or

(c)taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, and taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction in which such Indemnified Party’s principal executive office is located or any political subdivision thereof;

provided, however, that nothing contained in this sentence shall limit the liability of such Transferor or limit the recourse of each Indemnified Party to such Transferor for amounts otherwise specifically provided to be paid by such Transferor under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, but subject in each case to clauses (a), (b) and (c) above, each Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

(i)any representation or warranty made by such Transferor (or any officer of such Transferor) under or in connection with any Purchase Report, this Agreement, any other Transaction Document or any other information or report delivered by such Transferor pursuant hereto or thereto for which Buyer has not received a Purchase Price Credit that shall have been false or incorrect when made or deemed made;

(ii)the failure by such Transferor, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of such Transferor to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iii)any failure of such Transferor to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv)any products liability, personal injury or damage, suit or other

similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

(v)any dispute, claim, offset or defense (other than a defense related to the financial condition, or discharge in bankruptcy, of the Obligor) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services or any reduction of the Outstanding Balance of any Receivable due to PASA;

(vi)the commingling of Collections of Receivables at any time with other funds;

(vii)any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, such Transferor’s use of the proceeds of the purchase from it hereunder, the ownership of the Receivables originated by such Transferor or any other investigation, litigation or proceeding relating to such Transferor in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii)any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix)any Termination Event;

(x)any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the Receivables originated by such Transferor and the associated Collections, and all of such Transferor’s right, title and interest in the Related Security associated with such Receivables, in each case, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Buyer or the Administrative Agent, for the benefit of the Secured Parties);

(xi)the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable originated by such Transferor, the Related Security and Collections with respect thereto, and the proceeds thereof, whether at the time of the purchase thereof from such Transferor hereunder or at any subsequent time;

(xii)any action or omission by such Transferor which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable;

(xiii)any attempt by any Person to void any purchase of Receivables from such Transferor hereunder under statutory provisions or common law or equitable

action;

(xiv)any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Buyer as a result of any action of such Transferor; and

(xv)the failure of any Receivable reflected as an Eligible Receivable on any Purchase Report prepared by such Transferor to be an Eligible Receivable at the time acquired by Buyer.

Notwithstanding the foregoing, (i) the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectability or payment of the Receivables conveyed hereunder; and (ii) nothing in the Section 6.1 shall require a Transferor to indemnify any Indemnified Party for Receivables which are not collected, not paid or otherwise uncollectible on account of the insolvency, bankruptcy, creditworthiness or financial inability to pay of the applicable Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its obligations in respect of such Receivable.

Section 6.2Other Costs and Expenses. Each Transferor shall pay to Buyer on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder. Each Transferor shall pay to Buyer on demand any and all costs and expenses of Buyer, if any, including reasonable counsel fees and expenses actually incurred in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following a Termination Event.

ARTICLE VII
MISCELLANEOUS

Section 7.1Waivers and Amendments.

(a)No failure or delay on the part of Buyer in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b)No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by each Transferor and Buyer and, to the extent required under the Credit and Security Agreement, the Administrative Agent and the Committed Lenders or the Required Committed Lenders. Any material amendment, supplement, modification or waiver will require satisfaction of the Rating Agency Condition.

Section 7.2Notices. All communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the

signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (a) if given by telecopy, upon the receipt thereof, (b) if given by mail, five (5) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this Section 7.2.

Section 7.3Protection of Ownership Interests of Buyer.

(a)Each Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer may request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interest of the Administrative Agent (on behalf of the Lenders) under the Credit and Security Agreement, or to enable Buyer to exercise and enforce their rights and remedies hereunder. At any time, Buyer may, at such Transferor’s sole cost and expense, direct such Transferor to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.

(b)If any Transferor fails to perform any of its obligations hereunder, Buyer may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s costs and expenses incurred in connection therewith shall be payable by such Transferor as provided in Section 6.2. Each Transferor irrevocably authorizes Buyer at any time and from time to time in the sole discretion of Buyer, and appoints Buyer as its attorney(ies)-in-fact, to act on behalf of such Transferor (i) to execute on behalf of such Transferor as debtor and to file financing statements necessary or desirable in Buyer’s sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Transferor and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in such Receivables. This appointment is coupled with an interest and is irrevocable. If any Transferor fails to perform any of its obligations hereunder: (A) such Transferor hereby authorizes Buyer to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Transferor, in such form and in such offices as Buyer reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer hereunder, (B) such Transferor acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent, consenting to the form and substance of such filing or recording document, and (C) such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative Agent, respectively.

Section 7.4Confidentiality.

(a)Each Transferor and Buyer shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Fee Letter and the other confidential or proprietary information with respect to the Administrative Agent and the Lenders and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Transferor and its officers and employees may disclose such information to such Transferor’s external accountants, attorneys and other advisors and as required by any applicable law or order of any judicial or administrative proceeding.

(b)Each Transferor hereby consents to the disclosure of any nonpublic information with respect to it (i) to Buyer, any Agent or the Lenders by each other, (ii) to any prospective or actual assignee or participant of any of the Persons described in clause (i), and (iii) to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to a Lender or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which any Co-Agent or one of its Affiliates acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing; provided each such Person described in the foregoing clauses (ii) and (iii) is informed of the confidential nature of such information. In addition, the Lenders and the Administrative Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

Section 7.5Bankruptcy Petition.

(a)Each Transferor and Buyer each hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of a Lender, it will not institute against, or join any other Person in instituting against, such Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

(b)Each Transferor covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding obligations of Buyer under the Credit and Security Agreement, it will not institute against, or join any other Person in instituting against, Buyer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 7.6Limitation of Liability. Except with respect to any claim arising out of the willful misconduct or gross negligence of any Transferor, Buyer, any Lender or any Agent, no claim may be made by any such Person (or its Affiliates, directors, officers, employees, attorneys or agents) against any such other Person (or its Affiliates, directors, officers, employees, attorneys or agents) for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the parties hereto, on behalf of itself and its Affiliates, directors, officers, employees, attorneys, agents, successors and assigns, hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 7.7CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT

REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (EXCEPT IN THE CASE OF THE OTHER TRANSACTION DOCUMENTS, TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTEREST OF ANY TRANSFEROR OR THE BUYER, IN ANY OF THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 7.8CONSENT TO JURISDICTION. EACH TRANSFEROR HEREBY IRREVOCABLY SUBMITS TO THE NON EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH TRANSFEROR PURSUANT TO THIS AGREEMENT AND SUCH TRANSFEROR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER TO BRING PROCEEDINGS AGAINST SUCH TRANSFEROR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY SUCH TRANSFEROR AGAINST BUYER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH TRANSFEROR PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN THE STATE OF NEW YORK.

Section 7.9WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY SUCH TRANSFEROR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 7.10Integration; Binding Effect; Survival of Terms.

(a)This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b)This Agreement shall be binding upon and inure to the benefit of the Transferors, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy).

(c)No Transferor may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor. Without limiting the foregoing, each Transferor acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights,

remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor agrees that the Administrative Agent shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies.

(d)This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Section 7.11Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto 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. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 7.12Intercreditor Agreement. Prior to their contribution or sale in accordance with the terms hereof, the Receivables, the Related Security and the associated Collections constitute collateral subject to Adverse Claims described in, and subject to the priorities set forth in, the Intercreditor Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement 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
Address:	Smithfield Foods, Inc.
	200 Commerce Street
	Smithfield, VA 23430,
	Attention: Robert Manly
	Telecopy No: 757-365-3025
	and Ken Sullivan
	Telecopy No: 757-365-3070

SFFC, INC.,
By:	/s/ Charles McCarrick
Name:	Charles McCarrick
Title:	President
Address:	c/o Smithfield Foods, Inc.
	200 Commerce Street
	Smithfield, VA 23430,
	Attention: Robert Manly
	Telecopy No: 757-365-3025
	and Ken Sullivan
	Telecopy No: 757-365-3070

FARMLAND FOODS, INC.,
As Originator
By:	/s/ Timothy Dykstra
Name:	Timothy Dykstra
Title:	Vice President
Address:	c/o Smithfield Foods, Inc.
	200 Commerce Street
	Smithfield, VA 23430,
	Attention: Robert Manly
	Telecopy No: 757-365-3025
	and Ken Sullivan
	Telecopy No: 757-365-3070

THE SMITHFIELD PACKING COMPANY,  INCORPORATED,
As Originator
By:	/s/ Timothy Dykstra
Name:	Timothy Dykstra
Title:	Vice President
Address:	c/o Smithfield Foods, Inc.
	200 Commerce Street
	Smithfield, VA 23430,
	Attention: Robert Manly
	Telecopy No: 757-365-3025
	and Ken Sullivan
	Telecopy No: 757-365-3070

JOHN MORRELL & CO.,
As Originator
By:	/s/ Timothy Dykstra
Name:	Timothy Dykstra
Title:	Vice President
Address:	c/o Smithfield Foods, Inc.
	200 Commerce Street
	Smithfield, VA 23430,
	Attention: Robert Manly
	Telecopy No: 757-365-3025
	and Ken Sullivan
	Telecopy No: 757-365-3070

AMOUR-ECKRICH MEATS, LLC
As Originator
By:	/s/ Timothy Dykstra
Name:	Timothy Dykstra
Title:	Vice President
Address:	c/o Smithfield Foods, Inc.
	200 Commerce Street
	Smithfield, VA 23430,
	Attention: Robert Manly
	Telecopy No: 757-365-3025
	and Ken Sullivan
	Telecopy No: 757-365-3070

SMITHFIELD GLOBAL PRODUCTS, INC.
As Originator
By:	/s/ Timothy Dykstra
Name:	Timothy Dykstra
Title:	Vice President
Address:	c/o Smithfield Foods, Inc.
	200 Commerce Street
	Smithfield, VA 23430,
	Attention: Robert Manly
	Telecopy No: 757-365-3025
	and Ken Sullivan
	Telecopy No: 757-365-3070

PREMIUM PET HEALTH, LLC.
As Originator
By:	/s/ Timothy Dykstra
Name:	Timothy Dykstra
Title:	Vice President
Address:	c/o Smithfield Foods, Inc.
	200 Commerce Street
	Smithfield, VA 23430,
	Attention: Robert Manly
	Telecopy No: 757-365-3025
	and Ken Sullivan
	Telecopy No: 757-365-3070

PATRICK CUDAHY, LLC
As Originator
By:	/s/ Timothy Dykstra
Name:	Timothy Dykstra
Title:	Vice President
Address:	c/o Smithfield Foods, Inc.
	200 Commerce Street
	Smithfield, VA 23430,
	Attention: Robert Manly
	Telecopy No: 757-365-3025
	and Ken Sullivan
	Telecopy No: 757-365-3070

SMITHFIELD RECEIVABLES FUNDING LLC,
As Buyer
By:	/s/ Charles McCarrick
Name:	Charles McCarrick
Title:	President
Address:	3411 Silverside Rd, 103 Baynard Bldg
	Wilmington, DE 19810
	Attention: Charles McCarrick
	Telecopy No: 302-477-1300 Ext. 103
	Facsimile No: 302-477-1332
	With a copy to:
	c/o Smithfield Foods, Inc.
	200 Commerce Street
	Smithfield, VA 23430,
	Attention: Timothy Dykstra
	Telecopy No: 757-365-3070

Exhibit I

Definitions

This is Exhibit I to the Agreement (as hereinafter defined).

(a)    Capitalized terms used and not otherwise defined in the Agreement or this Exhibit have the meanings attributed thereto in the Credit and Security Agreement.

(b)    As used in the Agreement and the Exhibits and Schedules thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof).

(c)    Any references in the Agreement or this Exhibit I to any Person includes such Persons successors and permitted assigns.

(d)    The words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement.

(e)     The term “including” means “including without limitation”.

(f)     References to any agreement refer to that agreement as from time to time amended or restated.

“ABL Representative” means Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as administrative agent under the Parent Credit Agreement.

“Adverse Claim” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Affiliates” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to control another Person (a) if the controlling Person owns 10-50% of any class of voting securities of the controlled Person only if it also possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise, or (b) if the controlling Person owns more than 50% of any class of voting securities of the controlled Person.

“Administrative Agent” has the meaning provided in the Preliminary Statements to the Agreement.

“Aggregate Initial Contributed Assets” means, collectively, the Initial Contributed Assets of all Originators.

“Agreement” means the Receivables Sale Agreement, dated as of June 9, 2011, among Smithfield, Originators and Buyer, as the same may be amended, restated and/or otherwise modified from time to time in accordance with the terms thereof.

“Business Day” means a day of the year on which banks are not required or authorized by

law to close in New York, New York or The Depositary Trust Company of New York is open for business and, if the applicable Business Day relates to any determination of a LIBO Rate, on which dealings are carried on in the London interbank market.

“Buyer” has the meaning provided in the preamble to the Agreement.

“Calculation Period” means, with respect to any Originator, each fiscal calendar month of such Originator or portion thereof which elapses during the term of the Agreement. The first Calculation Period shall commence on the Commencement Date and the final Calculation Period shall terminate on the applicable Termination Date.

“Capitalized Lease” means any lease the obligation for rentals with respect to which is required to be capitalized on a balance sheet of the lessee in accordance with GAAP.

“Change of Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in Smithfield, (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of Smithfield by Persons who were neither (i) nominated by the board of directors of Smithfield nor (ii) appointed by directors so nominated; or (c) any "Change of Control" (or other defined term having a similar purpose) as defined in the Covered Notes Documents or in any document governing any refinancing of any of the Covered Notes.

“Collection Account” means each concentration account, depository account, lock-box account or similar account in which any Collections are collected or deposited and which is listed on Exhibit III hereto.

“Collection Account Agreement” means an agreement in form reasonably acceptable to the Administrative Agent among Buyer, the Administrative Agent and a Collection Bank.

“Collection Bank” means, at any time, any of the banks holding one or more Collection Accounts.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including all Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable; provided, however, that the term “Collections” shall not include any payment made for the account of the Servicer, a third-party service provider or sub-contractor whose services were not included in the amount invoiced for the applicable Receivable.

“Commencement Date” has the meaning provided in Section 1.1.

“Commencement Date Notice” has the meaning provided in Section 1.1.

“Commercial Paper” means promissory notes issued by a Conduit in the commercial paper market.

“Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable.

“Covered Notes Documents” has the meaning provided in the Parent Credit Agreement.

“Covered Notes” has the meaning provided in the Parent Credit Agreement.

“Credit and Collection Policy” means the credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit V, as modified from time to time in accordance with the Agreement.

“Credit and Security Agreement” has the meaning provided in the Preliminary Statements to the Agreement.

“Debt” means, with respect to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee under Capitalized Leases, (v) all obligations of such Person to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities or property, (vi) all obligations of such Person to reimburse any bank or other person in respect of amounts paid under a letter of credit or similar instrument, (vii) all Debt of others secured by a lien on any asset of such Person to the extent of the fair market value of such asset, whether or not such Debt is assumed by such Person, (viii) all Synthetic Lease Liabilities of such Person, and (ix) all Debt of others guaranteed by such Person to the extent such Debt represents a liability of such Person; provided that liabilities resulting from the recognition of other post-retirement benefits required by Financial Accounting Standard No. 106 shall not constitute “Debt.”

“Discount Factor” means a percentage calculated to provide Buyer with a reasonable return on its investment in the Receivables purchased from each Originator after taking account of (i) the time value of money based upon the anticipated dates of collection of such Receivables and the cost to Buyer of financing its investment in such Receivables during such period, (ii) the risk of nonpayment by the Obligors, (iii) servicing costs, and (iv) factoring expenses. Each Originator and Buyer may agree from time to time to change the Discount Factor based on changes in one or more of the items affecting the calculation thereof; provided that any change to the Discount Factor shall take effect as of the commencement of a Calculation Period, shall apply only prospectively and shall not affect the Purchase Price payment made prior to the Calculation Period during which such Originator and Buyer agree to make such change.

“Effective Date” has the meaning provided in Section 1.8.

“Equity Interests” means, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting), of capital of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding on the date hereof or issued after the date of this Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Originator or Smithfield, is treated as a single employer under Section 414(b) or (c) of the Tax Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Tax Code, is treated as a single employer under Section 414(m) of the Tax Code.

“Estimated Sales Report” has the meaning provided in Section 1.2(b).

“Excluded Originator” has the meaning provided in Section 1.8.

“Excluded Receivable” shall mean, with respect to any Excluded Originator, any Receivable originated by such Excluded Originator on or after the related Effective Date.

“Executive Officer” shall mean with respect to any Person, the Chief Executive Officer, President, Vice Presidents (if elected by the Board of Directors of such Person), Chief Financial Officer, Treasurer, Secretary and any Person holding comparable offices or duties (if elected by the Board of Directors of such Person).

“Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

“Financial Officer” means with respect to Smithfield, any of the Chief Financial Officer, Vice President of Finance, and Treasurer.

“Indemnified Amounts” has the meaning provided in Section 6.1.

“Indemnified Party” has the meaning provided in Section 6.1.

“Initial Contributed Assets” means, in respect of each Originator, that portion of the Initial Transferred Assets of such Originator that has an aggregate Outstanding Balance as of 11:59 pm on the Business Day immediately preceding the Commencement Date equal to the amount designated in the Transfer Notice as the amount of Initial Contributed Assets for such Originator, which portion of the Initial Transferred Assets shall be identified more particularly on the first Settlement Date following the Commencement Date in accordance with Section 1.1(d).

“Initial Purchased Assets” means, in respect of each Originator, that portion of the Initial Transferred Assets of such Originator that has an aggregate Outstanding Balance as of 11:59 pm on the Business Day immediately preceding the Commencement Date equal to the amount designated in the Transfer Notice as the amount of Initial Purchased Assets for such Originator, which portion of the Initial Transferred Assets shall be identified more particularly on the first Settlement Date following the Commencement Date in accordance with Section 1.1(d).

“Initial Transferred Assets” means, in respect of each Originator, all of the Receivables and the associated Related Security and Collections owned by such Originator as of 11:59 pm on the Business Day immediately preceding the Commencement Date and to be transferred to Buyer by way of contribution or sale on the Commencement Date.

“Letter of Credit Issuer” has the meaning provided in the Preliminary Statements.

“Lock-Box” means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit III hereto.

“Material Adverse Effect” means (i) any material adverse effect on the business, operations, financial condition or assets of Smithfield and its Restricted Subsidiaries, taken as a whole, (ii) any material adverse effect on the ability of any Transferor to perform its obligations under the Transaction Documents to which it is a party, (iii) any material adverse effect on the legality, validity or

enforceability of the Agreement or any other Transaction Document, (iv) any material adverse effect on any Transferor’s, Buyer’s, the Administrative Agent’s or any Lender’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, or (v) any material adverse effect on the collectability of the Receivables generally or of any material portion of the Receivables.

“Net Worth” means as of the last Business Day of each Calculation Period preceding any date of determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables at such time plus cash-on-hand, over (b) the sum of (i) the Aggregate Principal outstanding at such time, plus (ii) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination).

“Obligor” means a Person obligated to make payments pursuant to a Contract.

“Organizational Documents” means, for any Person, the documents for its formation and organization, which, for example, (a) for a corporation are its corporate charter and bylaws, (b) for a partnership are its certificate of partnership (if applicable) and partnership agreement, (c) for a limited liability company are its certificate of formation or organization and its operating agreement, regulations or the like and (d) for a trust is the trust agreement, declaration of trust, indenture or bylaws under which it is created.

“Original Balance” means, with respect to any Receivable coming into existence after the Business Day immediately preceding the Commencement Date, the Outstanding Balance of such Receivable on the date it was created.

“Originator” has the meaning provided in the preamble to this Agreement.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by Rabobank (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Purchase Date” means any date on which the Buyer purchases Receivables and associated Related Security and related Collections (other than the Initial Purchased Assets) pursuant to Section 1.2.

“Purchase Price” has the meaning provided in Section 1.3(a) of the Agreement.

“Purchase Price Credit” has the meaning provided in Section 1.4 of the Agreement.

“Purchase Report” has the meaning provided in Section 1.2(d) of the Agreement.

“Rabobank” means Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank

Nederland”, New York Branch.

“Receivable” means all indebtedness and other obligations owed to an Originator (at the times it arises, and before giving effect to any transfer or conveyance under this Agreement) (including any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible) arising in connection with the sale of goods or the rendering of services by such Originator and further includes the obligation to pay any Finance Charges with respect thereto; provided, however, that the term “Receivable” shall exclude any indebtedness or other obligations owed to an Originator by an Affiliate that is 100% owned, directly or indirectly, by an Originator or the Buyer. Indebtedness and other rights and obligations arising from any one transaction, including indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided, further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless or whether the account debtor or such Originator treats such indebtedness, rights or obligations as a separate payment obligation.

“Records” means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

“Related Security” means, with respect to any Receivable:

(i)    all of the applicable Originator’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale, financing or lease of which by such Originator gave rise to such Receivable, and all insurance contracts with respect thereto,

(ii)    all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

(iii)    all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iv)    all service contracts and other contracts and agreements associated with such Receivable,

(v)    all Records related to such Receivable,

(vi)    all of the applicable Originator’s right, title and interest in each Lock-Box and each Collection Account, and

(vii)    all proceeds of any of the foregoing.

“Required Capital Amount” means, as of any date of determination, an amount equal to the greater of (a) 3% of the Aggregate Commitment under the Credit and Security Agreement, and (b) the product of (i) 1.5 times the product of the Default Ratio times the Default Horizon Ratio, each as determined from the most recent Monthly Report received from Smithfield under the Credit and Security

Agreement, and (ii) the Outstanding Balance of all Receivables as of such date, as determined from the most recent Monthly Report received from Smithfield in its capacity as Servicer.

“Restricted Subsidiary” has the meaning provided in the Parent Credit Agreement.

“Review” has the meaning provided in Section 4.1(d).

“SEC” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Servicer” means at any time the Person (which may be the Administrative Agent) then authorized pursuant to the Credit and Security Agreement to service administer and collect Receivables.

“Settlement Date” means, with respect to each Calculation Period, the eighteenth (18^th) Business Day immediately following the end of such Calculation Period.

“SFFC” has the meaning provided in the preamble to this Agreement.

“Smithfield” has the meaning provided in the preamble to this Agreement.

“Subordinated Lender” means, with respect to any Subordinated Loan, the related Originator.

“Subordinated Loan” has the meaning provided in Section 1.3(b)(iii) of the Agreement.

“Subordinated Note” means, with respect to any Subordinated Loan, the related promissory note in substantially the form of Exhibit VI hereto as more fully described in Section 1.3 of the Agreement, pertaining to such Subordinated Loan, as the same may be amended, restated, supplemented or otherwise modified from time to time, and shall include any Subordinated Note issued hereunder.

“Subordinated Note Limit”means, as to any Originator and with respect to the Settlement Date for any Calculation Period, an amount equal to the product of (x) a percentage (in no event in excess of 25%) equal to (i) 0.1 divided by (ii) the percentage of the aggregate Outstanding Balance of Receivables sold by all Originators during such Calculation Period that were sold by such Originator, multiplied by (y) the aggregate Outstanding Balance of Receivables owned by Buyer as of the last day of such Calculation Period, multiplied by (z) the percentage of the aggregate Outstanding Balance of Receivables sold by all Originators during such Calculation Period that were sold by such Originator.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

“Synthetic Lease Liabilities” of a Person means any liability under any tax retention operating lease or so-called “synthetic” lease transaction, or any obligations arising with respect to any other similar transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheets of such Person and its Subsidiaries (other than leases which do not have an attributable interest component that are not Capitalized Leases).

“Termination Date” means, as to each Originator, the earliest to occur of (i) the Business Day immediately prior to the occurrence of a Termination Event set forth in Section 5.1(f) with respect to such Originator, (ii) the Business Day specified in a written notice from Buyer to such Originator following the occurrence of any other Termination Event, and (iii) the date which is 10 Business Days after Buyer’s receipt of written notice from such Originator that the facility evidenced by this Agreement has been terminated in accordance with the Transaction Documents insofar as the facility relates to such Originator.

“Termination Event” has the meaning provided in Section 5.1 of the Agreement.

“Transfer Notice” has the meaning provided in Section 1.1(a)(i) of the Agreement.

“Transferor” means (a) as to the Initial Contributed Assets, each Originator, SFFC and Smithfield, and (b) as to all other Receivables, together with the associated Related Security and Collections, the applicable Originator.

“Unmatured Termination Event” means an event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

“Unrestricted Subsidiary” has the meaning provided in the Parent Credit Agreement.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

Exhibit II

Principal Places of Business; Location(s) of Records;
Federal Employer Identification Number; Other Names

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 45246-2515

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:

Exhibit III

Lock-boxes; Collection Accounts; Collection Banks

Lock-Box	Related Collection Account
____________________________	Account No. _________________ ____________________________ ABA No. ____________________
____________________________	Account No. _________________ ____________________________ ABA No. ____________________
____________________________	Account No. _________________ ____________________________ ABA No. ____________________
____________________________	Account No. _________________ ____________________________ ABA No. ____________________
____________________________	Account No. _________________ ____________________________ ABA No. ____________________
____________________________	Account No. _________________ ____________________________ ABA No. ____________________

Exhibit IV

Form of Compliance Certificate

This Compliance Certificate is furnished pursuant to that certain Receivables Sale Agreement dated as of June 9, 2011, among Smithfield Foods, Inc. (“Smithfield”), SFFC, Inc., and certain of Smithfield’s subsidiaries, as Originators, and Smithfield Receivables Funding LLC, as Buyer (as amended, restated and/or otherwise modified from time to time, the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.    I am the duly elected ______________ of Smithfield.

2.    I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Smithfield and its Subsidiaries during the accounting period ended _____________, 20__.

3.    The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Termination Event or an Unmatured Termination Event, as each such term is defined under the Agreement, during or at the end of such accounting period or as of the date of this Certificate[, except as set forth below].

[4.    Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Originator has taken, is taking, or proposes to take with respect to each such condition or event: _______________________________].

The foregoing certifications are made and delivered this ____ day of ______________, 20___.

By:    

Name:

Title:

Exhibit V

Credit and Collection Policy

[On file with the Administrative Agent]

Exhibit VI

Form of Subordinated Note

SUBORDINATED NOTE

[____], 2011

1.    Note. FOR VALUE RECEIVED, the undersigned, Smithfield Receivables Funding LLC, a Delaware limited liability company (“SPV”), hereby unconditionally promises to pay to the order of [ORIGINATOR NAME], a(n) __________ ***[corporation] [limited liability company] [partnership]*** (“Originator”), in lawful money of the United States of America and in immediately available funds, on or before the date following the applicable Termination Date which is one day after the date on which (i) the Outstanding Balance of all Receivables sold by Originator under the “Sale Agreement” referred to below has been reduced to zero and (ii) Originator has paid to Buyer all indemnities, adjustments and other amounts which may be owed thereunder in connection with the purchase of such Receivables thereunder (the “Collection Date”), the aggregate unpaid principal sum outstanding of all “Subordinated Loans” made from time to time by Originator to SPV pursuant to and in accordance with the terms of that certain Receivables Sale Agreement dated as of June 9, 2011 among Smithfield Foods, Inc., SFFC, Inc., Originator and certain of its affiliates and SPV, as Buyer (as amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”). Reference to Section 1.3 of the Sale Agreement is hereby made for a statement of the terms and conditions under which the loans evidenced hereby have been and will be made. All terms which are capitalized and used herein and which are not otherwise specifically defined herein shall have the meanings ascribed to such terms in the Sale Agreement.

2.    Interest. SPV further promises to pay interest on the outstanding unpaid principal amount hereof from the date hereof until payment in full hereof at a rate equal to the 1-month LIBOR rate published in The Wall Street Journal on the first Business Day of each month (or portion thereof) during the term of this Subordinated Note, computed for actual days elapsed on the basis of a year consisting of 360 days and changing on the first business day of each month hereafter (“LIBOR”); provided, however, that if SPV shall default in the payment of any principal hereof, SPV promises to pay, on demand, interest at a rate equal to the Default Rate on any such unpaid amounts, from the date such payment is due to the date of actual payment. Interest shall be payable on the first Business Day of each month in arrears; provided, however, that SPV may elect on the date any interest payment is due hereunder to defer such payment and upon such election the amount of interest due but unpaid on such date shall constitute principal under this Subordinated Note. The outstanding principal of any loan made under this Subordinated Note shall be due and payable on the Collection Date and may be repaid or prepaid at any time without premium or penalty.

3.    Principal Payments. SPV shall be permitted to prepay the principal amount hereof in whole or part at any time without payment of any penalty, fee or premium. Originator is authorized and directed by SPV to enter on the grid attached hereto, or, at its option, in its books and records, the date and amount of each loan made by it which is evidenced by this Subordinated Note and the amount of each payment of principal made by SPV, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered; provided that neither the failure of Originator to make any such entry or any error therein shall expand, limit or affect the obligations of SPV hereunder.

4.    Subordination. Originator shall have the right to receive, and SPV shall make, any

and all payments and prepayments relating to the loans made under this Subordinated Note; provided that, after giving effect to any such payment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Credit and Security Agreement hereinafter referred to) at such time exceeds the sum of (a) the Obligations (as defined in the Credit and Security Agreement) outstanding at such time under the Credit and Security Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of SPV owing to the Administrative Agent or any Lender under that certain Credit and Security Agreement dated as of June 9, 2011 by and among SPV, Smithfield Foods, Inc., as servicer, the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as the Administrative Agent and the letter of credit issuer (as amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Administrative Agent and the Lenders and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Credit and Security Agreement. Until the date on which the Aggregate Principal outstanding under the Credit and Security Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the Fee Letter referenced therein (all such obligations, collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any proceeding of the type described in Section 5.1(f) of the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Administrative Agent for the benefit of the Senior Claimants.

5.    Bankruptcy; Insolvency. Upon the occurrence of any proceeding of the type described in Section 5.1(f) of the Sale Agreement involving SPV as debtor, then and in any such event the Senior Claimants shall receive payment in full of all amounts due or to become due on or in respect of the Aggregate Principal and the Senior Claim (including “Interest” as defined and as accruing under the Credit and Security Agreement after the commencement of any such proceeding, whether or not any or all of such Interest is an allowable claim in any such proceeding) before Originator is entitled to receive payment on account of this Subordinated Note, and to that end, any payment or distribution of assets of SPV of any kind or character, whether in cash, securities or other property, in any applicable insolvency proceeding, which would otherwise be payable to or deliverable upon or with respect to any or all indebtedness under this Subordinated Note, is hereby assigned to and shall be paid or delivered by the Person making such payment or delivery (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Administrative Agent for application to, or as collateral for the payment of, the Senior Claim until such Senior Claim shall have been paid in full and satisfied.

6.    Amendments. This Subordinated Note shall not be amended or modified except in accordance with Section 7.1 of the Sale Agreement. The terms of this Subordinated Note may not be amended or otherwise modified without the prior written consent of the Administrative Agent for the benefit of the Lenders.

7.    GOVERNING LAW. THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED IN THE STATE OF NEW YORK, AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF NEW YORK.

WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS SUBORDINATED NOTE.

8.    Waivers. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. Originator additionally expressly waives all notice of the acceptance by any Senior Claimant of the subordination and other provisions of this Subordinated Note and expressly waives reliance by any Senior Claimant upon the subordination and other provisions herein provided.

9.    Assignment. This Subordinated Note may not be assigned, pledged or otherwise transferred to any party other than Originator without the prior written consent of the Administrative Agent, and any such attempted transfer shall be void; provided that Originator shall be permitted to pledge or collaterally assign all of its right, title and interest (but not its obligations under) in this Subordinated Note to the ABL Representative identified in the Intercreditor Agreement.

SMITHFIELD RECEIVABLES FUNDING LLC
By:
	Name:
	Title:

Schedule
to
SUBORDINATED NOTE

SUBORDINATED LOANS AND PAYMENTS OF PRINCIPAL

Date Amount of Subordinated Loan Amount of Principal Paid Unpaid Principal Balance Notation Made by (initials)

Exhibit VII

Form of Purchase Report

For the Calculation Period beginning [date] and ending [date]

-------

TO: BUYER AND THE ADMINISTRATIVE AGENT

Aggregate Outstanding Balance of all Receivables sold during the Period:		$_____________	A
Less:  Purchase Price discount during the Period:	($____________)		(B)
Equals:  Gross Purchase Price Payable during the period (A – B):		$____________	= C
Less: Total Purchase Price Credits arising during the Period:	($____________)		(D)
Equals:  Net Purchase Price payable during the Period (C - D):		$____________	= E
Purchase Price paid to through cash collections during the Period:	$_____________		F
Purchase Price paid through advances under Credit and Security Agreement:	$_____________		G
Purchase Price paid through issuance of Letters of Credit:	$_____________		H
Purchase Price paid through proceeds of Subordinated Loan:	$_____________		I
Capital Contributions by Originator:	$_____________		J
Equals:  Total Purchase Price paid during the Period (F + G + H + I + J):		$____________	= K
Excess Purchase Price paid during period (K-E):		$____________	L
Amount of excess payment applied to reduce principal amount of Subordinated Note:		$____________	M
Amount of excess payment payable to Buyer:		$____________	N
Aggregate Outstanding Balance of all Eligible Receivables sold during the period:		$___________	=O

Schedule A

Documents to Be Delivered to BuyerOn or Prior to the Date of the Receivables Sale Agreement

1.    Executed copies of the Agreement, duly executed by the parties thereto

2.    Copy of the Credit and Collection Policy of each of the Originators attached as Exhibit V

3.    A certificate of each Transferor’s Secretary or Assistant Secretary certifying:

(a)    A copy of the resolutions of the Board of Directors of such Transferor, authorizing such Transferor’s execution, delivery and performance of the Agreement and the other documents to be delivered by it thereunder;

(b)    A copy of the Organizational Documents of such Transferor (also certified, to the extent that such documents are filed with any Governmental Authority, by the Secretary of State of the jurisdiction of organization of such Originator on or within thirty (30) days prior to closing or as delivered in connection with the Parent Credit Agreement);

(c)    Good Standing Certificates for such Transferor issued by the Secretaries of State of its state of organization and, for each Originator, each jurisdiction where it has material operations; and

(d)    The names and signatures of the officers authorized on its behalf to execute the Agreement and any other documents to be delivered by it thereunder

4.    Pre-filing state and federal tax lien, judgment lien and UCC lien searches against each Transferor (but if reasonably determined by the Administrative Agent against Smithfield and each Originator), from the appropriate filing offices in each such entity’s jurisdiction of organization

5.    Financing statements, in form suitable for filing under the UCC on or before the closing date, in each Originator’s and, if reasonably determined by the Administrative Agent to be necessary or advisable, each other Originator’s jurisdiction of organization

6.    A favorable opinion of legal counsel for the Transferors licensed to give opinions under Delaware law reasonably acceptable to Buyer (and the Administrative Agent) as to the following:

(a)    Due organization, valid existence, and in good standing of such Transferor

(b)    Requisite authority of such Transferor to conduct its business in each jurisdiction where failure to be so qualified would have a material adverse effect on such Transferor’s business

(c)    Due authorization, execution, delivery by such Transferor of the Agreement and each other Transaction Document to which it is a party

(d)    No filings (other than financing statements) or consents required and noncontravention of applicable laws, Organization Documents, certain material contracts and court orders

(e)    No creation of any Adverse Claim (except as created under the Transaction Documents)

(f)    Enforceability of the Agreement and each other Transaction Document to which such Transferor is a party

(g)    Proper form for filing of UCC financing statements

(h)    Valid creation, perfection and filing priority of the security interests purported to be created by the Agreement

(i)    Absence of any material adverse litigation

(j)    Such Transferor is not an “investment company” as such term is defined in the Investment Company Act of 1940, as amended

7.    A “true sale/absolute assignment” opinion and “substantive consolidation” opinion of counsel for the Transferors with respect to the transactions contemplated by the Agreement

8.    A Certificate of a Financial Officer of Smithfield certifying that, as of the closing date, no Termination Event or Unmatured Termination Event exists and is continuing

9.    Executed copies of (i) all consents from and authorizations by any Persons and (ii) all waivers and amendments to existing credit facilities, that are necessary in connection with the Agreement

10.    Executed Subordinated Note by Buyer in favor of each Originator

11.    If applicable, a direction letter executed by each Transferor authorizing Buyer (and the Administrative Agent) and directing warehousemen to allow Buyer (and the Administrative Agent) to inspect and make copies from such Transferor’s books and records maintained at off-site data processing or storage facilities

EX-10.4

EXECUTION COPY

CREDIT AND SECURITY AGREEMENT

DATED AS OF JUNE 9, 2011

AMONG

SMITHFIELD RECEIVABLES FUNDING LLC,

AS BORROWER,

SMITHFIELD FOODS, INC.,

AS SERVICER,

AND

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,

"RABOBANK NEDERLAND", NEW YORK BRANCH,

AS ADMINISTRATIVE AGENT AND LETTER OF CREDIT ISSUER

Table of Contents

(continued)

Page

ARTICLE I.	THE ADVANCES	3
Section 1.1.	Credit Facility	3
Section 1.2.	Increases	4
Section 1.3.	Decreases	5
Section 1.4.	Deemed Collections; Borrowing Limit	5
Section 1.5.	Payment Requirements	6
Section 1.6.	Advances; Ratable Loans; Funding Mechanics; Liquidity Fundings	6
Section 1.7.	Letters of Credit	6
Section 1.8.	Letters of Credit Fees	6
ARTICLE II.	PAYMENTS AND COLLECTIONS	7
Section 2.1.	Payments	7
Section 2.2.	Collections Prior to an Event of Default	7
Section 2.3.	Collections Following an Event of Default	8
Section 2.4.	Payment Rescission	9
ARTICLE III.	CONDUIT FUNDING	9
Section 3.1.	CP Costs	9
Section 3.2.	Calculation of CP Costs	9
Section 3.3.	CP Costs Payments	9
Section 3.4.	Default Rate	9
ARTICLE IV.	COMMITTED LENDER FUNDING	9
Section 4.1.	Committed Lender Funding	9
Section 4.2.	Interest Payments	10
Section 4.3.	Selection and Continuation of Interest Periods	10
Section 4.4.	Committed Lender Interest Rates	10
Section 4.5.	Suspension of the Adjusted Federal Funds Rate and LIBO Rate	11
Section 4.6.	Default Rate	11
ARTICLE V.	REPRESENTATIONS AND WARRANTIES	11
Section 5.1.	Representations and Warranties of the Loan Parties	11
Section 5.2.	Certain Committed Lender Representations and Warranties	16
ARTICLE VI.	CONDITIONS OF ADVANCES	16
Section 6.1.	Conditions Precedent to Initial Advance	16
Section 6.2.	Conditions Precedent to All Advances and L/C Credit Extensions	17
ARTICLE VII.	COVENANTS	17
Section 7.1.	Affirmative Covenants of the Loan Parties	17
Section 7.2.	Negative Covenants of the Loan Parties	27
ARTICLE VIII.	ADMINISTRATION AND COLLECTION	28
Section 8.1.	Designation of Servicer	28
Section 8.2.	Duties of Servicer	29
Section 8.3.	Collection Notices	30
Section 8.4.	Responsibilities of Borrower	31
Section 8.5.	Monthly Reports	31
Section 8.6.	Servicing Fee	31
ARTICLE IX.	EVENTS OF DEFAULT………….……………………………….........31
Section 9.1.	Events of Default	31
Section 9.2.	Remedies	34
ARTICLE X.	INDEMNIFICATION	34

Table of Contents

(continued)

Page

Section 10.1.	Indemnities by the Loan Parties	34
Section 10.2.	Increased Cost and Reduced Return	38
Section 10.3.	Other Costs and Expenses	39
ARTICLE XI.	THE AGENTS	39
Section 11.1.	Authorization and Action	39
Section 11.2.	Delegation of Duties	40
Section 11.3.	Exculpatory Provisions	40
Section 11.4.	Reliance by Agents	41
Section 11.5.	Non-Reliance on Other Agents and Other Lenders	41
Section 11.6.	Reimbursement and Indemnification	42
Section 11.7.	Agents in their Individual Capacities	42
Section 11.8.	Conflict Waivers	42
Section 11.9.	UCC Filings	42
Section 11.10.	Successor Administrative Agent and Letter of Credit Issuer	43
ARTICLE XII.	ASSIGNMENTS; PARTICIPATIONS	43
Section 12.1.	Assignments	43
Section 12.2.	Participations	44
Section 12.3.	Register	45
Section 12.4	Federal Reserve	45
ARTICLE XIII.	SECURITY INTEREST	45
Section 13.1.	Grant of Security Interest	45
Section 13.2.	Termination after Final Payout Date	45
ARTICLE XIV.	MISCELLANEOUS	46
Section 14.1.	Waivers and Amendments	46
Section 14.2.	Notices	47
Section 14.3.	Ratable Payments	47
Section 14.4.	Protection of Administrative Agent's Security Interest	48
Section 14.5.	Confidentiality	48
Section 14.6.	Bankruptcy Petition	49
Section 14.7.	Limitation of Liability	49
Section 14.8.	CHOICE OF LAW	50
Section 14.9.	CONSENT TO JURISDICTION	50
Section 14.10.	WAIVER OF JURY TRIAL	50
Section 14.11.	Integration; Binding Effect; Survival of Terms	51
Section 14.12.	Counterparts; Severability; Section References	51
Section 14.13.	Intercreditor Agreement	51

Exhibits And Schedules

Exhibit I	Definitions
Exhibit II-A	Form of Borrowing Notice
Exhibit II-B	Form of Reduction Notice
Exhibit III	Places of Business of the Loan Parties and the Performance Guarantor; Locations of Records; Federal Employer Identification Number(s)
Exhibit IV	Form of Compliance Certificate
Exhibit V	Form of Assignment Agreement
Exhibit VI	Form of Monthly Report
Exhibit VII	Form of Performance Undertaking
Exhibit VIII	Form of Request for Letter of Credit
Schedule A	Commitments
Schedule B	Closing Documents
Schedule C	Lender Supplement

CREDIT AND SECURITY AGREEMENT

THIS CREDIT AND SECURITY AGREEMENT, dated as of June 9, 2011 is entered into by and among Smithfield Receivables Funding LLC, a Delaware limited liability company (“Borrower”), Smithfield Foods, Inc., a Virginia corporation (“Smithfield”), as initial servicer (the “Servicer” together with Borrower, the “Loan Parties” and each, a “Loan Party”), Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch (“Rabobank”), in its capacity as administrative agent for the Lenders hereunder or any successor administrative agent hereunder (the “Administrative Agent” collectively with the Administrative Agent and Co-Agents, the “Agents”) and in its capacity as letter of credit issuer hereunder or any successor letter of credit issuer hereunder (the “Letter of Credit Issuer”), and the Lenders and the Co-Agents from time to time party hereto.

Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

WHEREAS, Borrower desires to borrow from the Lenders from time to time, which borrowings may take the form of an Advance or Letter of Credit Extension.

WHEREAS, subject to the terms and conditions hereof, the Letter of Credit Issuer shall, at the request of Borrower, issue Letters of Credit.

WHEREAS, subject to the terms and conditions hereof, each Unaffiliated Committed Lender shall, at the request of Borrower, make its Percentage of such Advance or L/C Participation Funding.

WHEREAS, the Conduits may, in their absolute and sole discretion, make Advances or L/C Participation Fundings to Borrower from time to time. In the event that any Conduit declines to make its Conduit Group’s Percentage of any Advance or any L/C Participation Funding, the applicable Conduit’s Committed Lender(s) shall, subject to the terms and conditions hereof, unless Borrower cancels its Borrowing Notice as to all Lenders, make such Conduit Group’s Percentage of such Advance or L/C Participation Funding, as applicable.

WHEREAS, Rabobank has been requested and is willing to act as Administrative Agent on behalf of the Lenders in accordance with the terms hereof.

NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.

ARTICLE I.THE ADVANCES

Section 1. 1.Credit Facility.

(a)Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date:

(i)Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of (x) the Aggregate Commitment less the Letter of Credit Liability and (y) the Borrowing Base (such lesser amount, the “Borrowing Limit”); and

(ii)upon receipt of a copy of each Borrowing Notice from Borrower, (A) each

Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Conduit elects not to make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Borrower and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance; provided that (I) at no time may the aggregate principal amount of any Conduit Group’s Loans and Percentage of Letter of Credit Liability outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (II) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans and Percentage of Letter of Credit Liability outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) such Unaffiliated Committed Lender’s Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”).

Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than one (1) Advance, and no more than one (1) Advance shall occur, during any calendar week.

(b)Borrower may, upon at least thirty (30) Business Days’ notice to the Co-Agents, terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.

Section 1. 2.Increases. Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower shall provide the Co-Agents with written notice of each Advance in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”). Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Facility Account, in immediately available funds, no later than 3:00 p.m. (New York City time), an

amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance.

Section 1. 3.Decreases. Except as provided in Section 1.4, Borrower shall provide the Co-Agents with prior written notice by 2:00 p.m. (New York City time) of any proposed reduction of Aggregate Principal in the form of Exhibit II-B hereto in conformity with the Required Notice Period (each, a “Reduction Notice”). Such Reduction Notice shall designate (i) the date (the “Proposed Reduction Date”) upon which any such reduction of Aggregate Principal shall occur (which date shall give effect to the applicable Required Notice Period), and (ii) the amount of Aggregate Principal to be reduced which shall be applied ratably to the Loans of each of the Lenders in accordance with the principal amount (if any) thereof (the “Aggregate Reduction”).

Section 1. 4.Deemed Collections; Borrowing Limit.

(a)If on any day:

(i)the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof, or

(ii)the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the applicable Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or

(iii)the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or

(iv)the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or

(v)any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable,

then, on such day, Borrower shall be deemed to have received a Collection of such Receivable in the following amounts: (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance of such Receivable and the amount included with respect to such Receivable in calculating the then applicable Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection.

(b)Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the sum of (x) the aggregate outstanding principal amount of the Loans and (y) the Percentage of Letter of Credit Liability relating to any Unaffiliated Committed Lender or any Conduit Group exceeds such Unaffiliated Committed Lender’s or such Conduit Group’s Allocation Limit, Borrower shall prepay such Loans by wire transfer to the applicable Co-Agent received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the applicable Co-Agent), such that

after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit.

Section 1. 5.Payment Requirements. All amounts to be paid or deposited by any Loan Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York City time) on the day when due in immediately available funds, and if not received before 12:00 noon (New York City time) shall be deemed to be received on the next succeeding Business Day. For the avoidance of doubt, the delivery times referenced in the preceding sentence shall only apply to the payment of amounts due and payable by the Loan Parties. If such amounts are payable to a Lender they shall be paid to the applicable Payment Account, for the account of such Lender, until otherwise notified by such Lender. The fees of the Lenders shall be invoiced and paid on a monthly basis pursuant to Article II hereof. All computations of CP Costs, Interest at the LIBO Rate, per annum fees calculated as part of any CP Costs, per annum fees hereunder and per annum fees under the Fee Letter and the L/C Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. All computations of Interest at the Alternate Base Rate, the Adjusted Federal Funds Rate or the Default Rate shall be made on the basis of a year of 365 days (or 366 days, when appropriate) for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

Section 1. 6.Advances; Ratable Loans; Funding Mechanics; Liquidity Fundings.

(a)Each Advance hereunder shall be made ratably by the Unaffiliated Committed Lenders and the Conduit Groups, collectively, in accordance with their respective Percentages.

(b)Each Advance hereunder shall consist of one or more Loans made by (i) each Unaffiliated Committed Lender and (ii) the Conduits and/or the Committed Lenders in their Conduit Groups.

(c)Each Lender funding any Loan shall cause the principal amount thereof to be wire transferred to the Facility Account (or to such other account as may be specified by Borrower in its Borrowing Notice) in immediately available funds as soon as possible but in no event later than 3:00 p.m. (New York City time) on the applicable Borrowing Date.

(d)While it is the intent of each Conduit (but not of any Committed Lender) to fund and maintain its Percentage of each requested Advance through the issuance of Commercial Paper, the parties acknowledge that if any Conduit is unable, or determines that it is undesirable, to issue Commercial Paper to fund all or any portion of its Loans, or is unable to repay such Commercial Paper upon the maturity thereof, such Conduit shall put all or any portion of its Loans to the Committed Lenders in its Conduit Group at any time pursuant to its applicable Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans, Adjusted Federal Funds Rate Loans or LIBO Rate Loans, or a combination thereof, selected by Borrower in accordance with Article IV and agreed to by the applicable Co-Agent. Regardless of whether a Liquidity Funding constitutes the direct funding of a Loan, an assignment of a Loan made by a Conduit or the sale of one or more participations in a Loan made by a Conduit, each Committed Lender in such Conduit’s Conduit Group participating in a Liquidity Funding shall have the rights of a “Lender” hereunder with the same force and effect as if it had directly made a Loan to Borrower in the amount of its Liquidity Funding.

(e)Nothing herein shall be deemed to commit any Conduit to make Loans.

Section 1. 7.Letters of Credit.

(a)Letter of Credit Commitment. (i) Subject to the terms and conditions hereof: (A) the Letter of Credit Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 1.7: (1) from time to time on any Business Day during the period from the date hereof until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower, in aggregate face amounts that shall be not less than $100,000 or such lesser amount as shall be acceptable to the Letter of Credit Issuer, as the Borrower may request, and to amend or extend Letters of Credit previously issued by it; and (2) to honor drawings under the Letters of Credit; and (B) the Committed Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided that the Borrower may not request, and the Letter of Credit Issuer shall have no obligation to effect, any L/C Credit Extension unless (1) the conditions precedent set forth in Section 6.2 are satisfied, and (2) after giving effect to such L/C Credit Extension the Aggregate Principal will not exceed the Borrowing Limit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The form of Letter of Credit requested by the Borrower shall be in a form reasonably acceptable to the Letter of Credit Issuer. The Letter of Credit Issuer acknowledges that Letters of Credit may be issued in favor of one or more beneficiaries notified to the Borrower by an Originator.

(ii)The Letter of Credit Issuer shall not issue any Letter of Credit, if: (A) subject to Section 1.7(b)(iii), the expiry date of such Letter of Credit would occur later than the close of business on the earlier of (x) the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months after the then-current expiration date of such Letter of Credit, so long as such renewal or extension occurs within three months of such then-current expiration date) and (y) the Letter of Credit Expiration Date; provided that any Letter of Credit may provide for the renewal thereof for additional periods not to exceed one year (which shall in no event extend beyond the Letter of Credit Expiration Date) under customary “evergreen” provisions; (B) the Letter of Credit Issuer has received written notice from a Co-Agent that an Unmatured Event of Default or an Event of Default has occurred and is continuing; or (C) after giving effect to such L/C Credit Extension, the Aggregate Principal would exceed the Borrowing Limit.

(iii)The Letter of Credit Issuer shall be under no obligation to issue any Letter of Credit only if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Issuer from issuing such Letter of Credit, or any requirement of law applicable to the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Letter of Credit Issuer in good faith deems material to it; (B) the issuance of such Letter of Credit would violate any requirement of law or one or more policies of the Letter of Credit Issuer; (C) such Letter of Credit is to be denominated in a currency other than Dollars; or (D) a default of any Lender’s obligations hereunder exists or any Committed Lender does not have a short term debt rating of at least A-1 by S&P and P-1 by Moody’s, unless the Letter of Credit Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Letter of Credit Issuer’s risk with respect to such Lender.

(iv)The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if: (A) the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(v)    It is understood that the Borrower shall be permitted to request Letters of Credit hereunder that contain a requirement that the stated amount of the Letter of Credit be reinstated following a drawing thereunder, and that such reinstatement of all or any portion of the Letter of Credit shall not be treated as the issuance of a new Letter of Credit, or an amendment, renewal or extension of such existing Letter of Credit, for any purpose hereunder or under the L/C Fee Letter; provided, for the avoidance of doubt, that any such reinstatement shall be taken into account for purposes of calculating Letter of Credit Liability.

(b)Procedures for Issuance and Amendment of Letters of Credit; Auto Extension Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Letter of Credit Issuer (with a copy to each Co-Agent) in the form of a Request for Letter of Credit and a Letter of Credit Application, each appropriately completed and signed by an Authorized Officer of the Borrower. Such Request for Letter of Credit and Letter of Credit Application must be received by the Letter of Credit Issuer and each Agent not later than 11:00 a.m. (New York time) at least five (5) Business Days prior to the proposed issuance date or date of amendment, as the case may be, or such later date and time as each Co-Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Request of Letter of Credit and Letter of Credit Application shall specify in form and detail satisfactory to the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents, if any, to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, the related Letter of Credit Application shall specify in form and detail satisfactory to the Letter of Credit Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Letter of Credit Issuer may reasonably require. Additionally, the Borrower shall furnish to the Letter of Credit Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as the Letter of Credit Issuer or the Administrative Agent may reasonably require.

(ii)Promptly after receipt of any Letter of Credit Application, the Letter of Credit Issuer will confirm with each Co-Agent (by telephone or in writing) that such Co-Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Letter of Credit Issuer will provide such Co-Agent with a copy thereof. The Letter of Credit Issuer shall also promptly (and in any event on the same day) notify each Co-Agent (which in turn shall promptly notify its related Committed Lenders) of the Request for Letter of Credit and Letter of Credit Application and the terms thereof. Unless the Letter of Credit Issuer has received written notice from any Co-Agent, the Servicer or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that any applicable condition precedent contained in Section 6.2 shall not then be satisfied, then, subject to the terms and conditions hereof, the Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the

applicable amendment, as the case may be, in each case in accordance with the Letter of Credit Issuer’s usual and customary business practices.

(iii)If the Borrower so requests in any applicable Letter of Credit Application, the Letter of Credit Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, the Borrower shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (i), (ii) or (iii) of Section 1.7(a) or otherwise); or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent that it elects not to permit such extension, and directing the Letter of Credit Issuer not to permit such extension.

(iv)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Letter of Credit Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(v)Whenever the Letter of Credit Issuer issues a Letter of Credit, each Committed Lender shall, automatically and without further action of any kind upon the effective date of issuance of such Letter of Credit, have irrevocably (i) agreed to acquire a participation interest therein in an amount equal to the applicable Percentage of the Letter of Credit Liability attributable to such Letter of Credit and (ii) committed to make an Advance equal to the applicable Percentage of the applicable reimbursement amount in the event that such Letter of Credit is subsequently drawn and such drawn amount shall not have been reimbursed by the Borrower upon such draw or an Advance with respect to such unreimbursed draw is not made by such Committed Lender’s related Conduit or a L/C Participation Funding. In the event that any Letter of Credit expires or is surrendered to the Letter of Credit Issuer without being drawn (in whole or in part) then, in such event, the foregoing commitment to make either an Advance or an L/C Participation Funding with respect to draws under such Letter of Credit shall expire with respect to such Letter of Credit and the Letter of Credit Liability shall automatically reduce by the amount of the Letter of Credit which is no longer outstanding. Each Lender shall share in all rights and obligations resulting therefrom in accordance with such participation interest, including: (i) the right to receive from the Administrative Agent its share of any reimbursement of the amount of each draft drawn under each Letter of Credit, including any interest payable with respect thereto; (ii) the right to receive its share of the Letter of Credit Fee described in Section 1.8(a); and (iii) the obligation to reimburse the Letter of Credit Issuer through an Advance or an L/C Participation Funding hereunder upon receipt of notice of any payment by the Letter of Credit Issuer.

(c)Drawings and Reimbursements; Funding of Participation.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Letter of Credit Issuer shall notify the Borrower and each Co-Agent thereof. Not later than 10:00 a.m. (New York time) on the date of any payment by the Letter of Credit Issuer (an “Honor Date”), the Borrower shall reimburse the Letter of Credit Issuer in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Letter of Credit Issuer by such time, the Letter of Credit Issuer shall promptly notify each Co-Agent of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of each Lender’s Percentage thereof. Prior to the Facility Termination Date, and so long as the conditions precedent set forth in Section 6.2 are satisfied, each such notice by the Letter of Credit Issuer shall be treated as a Borrowing Notice by the Borrower for an Advance to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount. In all other cases such notice shall be treated as a request for a L/C Participation Funding. Any notice given by the Letter of Credit Issuer pursuant to this Section 1.7(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)If the Letter of Credit Issuer so notifies a Co-Agent prior to 11:30 a.m. (New York time) on any Business Day, such Co-Agent shall make available to the Administrative Agent, for the account of the Letter of Credit Issuer, the applicable Percentage of the Unreimbursed Amount by 4:30 p.m. (New York time) on such Business Day (or a subsequent day specified by the Administrative Agent) in immediately available funds. If the Letter of Credit Issuer or the Administrative Agent so notifies a Co-Agent after 11:00 a.m. (New York time) on any Business Day, such Co-Agent shall make available to the Administrative Agent, for the account of the Letter of Credit Issuer the applicable Percentage of the Unreimbursed Amount by 12:00 noon (New York time) on the next Business Day (or a subsequent day specified by the Administrative Agent) in immediately available funds. If any amounts have been deposited into a segregated interest-bearing cash collateral account for the purpose of Cash Collateralizing the Letter of Credit Liability, the Letter of Credit Issuer shall use such funds to satisfy any drawings under the Letters of Credit prior to notifying the Co-Agents of the need for an Advance with respect thereto. Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Administrative Agent by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit Application. Each Conduit may (but is not committed to) fund an amount required to be paid by its Conduit Group under this Section 1.7. If any Conduit does not fund such amount, each Committed Lender in such Conduit’s Conduit Group shall fund such amount. Each Unaffiliated Committed Lender shall fund an amount required to be paid by it under this Section 1.7. For the avoidance of doubt, each Committed Lender may assign all or part of any L/C Participation Funding to a Conduit in its Conduit Group at any time.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by an Advance because the conditions set forth in Section 6.2 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Letter of Credit Issuer an L/C Funding in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Funding shall be due and payable on demand (together with interest) and shall bear interest at the Alternate Base Rate plus 2.0%. In such event, each Conduit Group’s and Unaffiliated Committed Lender’s payment to the Administrative Agent for the account of the Letter of Credit Issuer pursuant to this Section 1.7(c) shall be deemed payment in respect of its participation in such L/C Funding and shall constitute an L/C Participation Funding from the applicable Unaffiliated Committed Lenders or the applicable Lenders in such Conduit Group, as applicable, in satisfaction of its participation obligation under this Section 1.7.

(iv)Until each applicable Lender funds its Advance or L/C Participation Funding pursuant

to this Section 1.7(c) to reimburse the Letter of Credit Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Percentage of such amount shall be solely for the account of the Letter of Credit Issuer.

(v)Each Committed Lender’s obligation to make L/C Participation Fundings to reimburse the Letter of Credit Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 1.7(c), shall be absolute and unconditional and shall not be affected by any circumstance, including: (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Letter of Credit Issuer, the Borrower, or any other Person for any reason whatsoever; (B) the occurrence or continuance of an Unmatured Event of Default or an Event of Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an L/C Participation Funding shall relieve or otherwise impair the obligation of the Borrower to reimburse the Letter of Credit Issuer for the amount of any payment made by the Letter of Credit Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Committed Lender fails to make available to the Administrative Agent for the account of the Letter of Credit Issuer any amount required to be paid by such Committed Lender pursuant to the foregoing provisions of this Section 1.7(c) by the time specified in Section 1.7(c)(ii), the Letter of Credit Issuer shall be entitled to recover from such Committed Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Letter of Credit Issuer submitted to any Committed Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)At any time after the Letter of Credit Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Participation Funding in respect of such payment in accordance with Section 1.7(c), if the Administrative Agent receives for the account of the Letter of Credit Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Participation Funding was outstanding) in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 1.7(c) or otherwise in respect of any Letter of Credit Liability is rescinded, set aside or otherwise required to be returned or paid over to another Person for any reason (including pursuant to any settlement entered into by the Letter of Credit Issuer in its discretion), each Committed Lender shall, and each Conduit may (and if a Conduit does not, the Committed Lenders in its Conduit Group shall), pay to the Administrative Agent for the account of the Letter of Credit Issuer the Pro Rata Share (in the case of a Committed Lender) of the related Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The provisions of this Section 1.7(d)(ii) shall survive the termination of this Agreement.

(e)Obligations Absolute. The obligation of the Borrower to reimburse the Letter of Credit Issuer

for each drawing under each Letter of Credit and to repay each L/C Funding shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Transaction Document;

(ii)the existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Letter of Credit Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law; or

(v)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the Letter of Credit Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the Letter of Credit Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of Letter of Credit Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Letter of Credit Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Letter of Credit Issuer, any Agent, or any Affiliates, officers, directors, employees, agents and attorneys-in-fact of such Persons and their respective Affiliates, nor any of the respective correspondents, participants or assignees of the Letter of Credit Issuer shall be liable to any Lender or any other Person for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Required Committed Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the

Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Letter of Credit Issuer, any Agent, or any Affiliates, officers, directors, employees, agents and attorneys-in-fact of such Persons and their respective Affiliates, nor any of the respective correspondents, participants or assignees of the Letter of Credit Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 1.7(e); provided,however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Letter of Credit Issuer, and the Letter of Credit Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Letter of Credit Issuer’s willful misconduct or gross negligence or the Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Letter of Credit Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)Cash Collateral. Upon the request of the Administrative Agent: (A) if the Letter of Credit Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Funding; or (B) if, as of the Letter of Credit Expiration Date, any Letter of Credit for any reason remains outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then-outstanding amount of the Letter of Credit Liability (determined as of the date of such L/C Funding or the Letter of Credit Expiration Date, as the case may be). In the event that, notwithstanding the foregoing, the Borrower fails to Cash Collateralize all or part of the then-outstanding amount of the Letter of Credit Liability as required pursuant to clause (B) of the immediately preceding sentence within one (1) Business Day of the Letter of Credit Expiration Date, each Conduit Group and Unaffiliated Committed Lender agrees to immediately pay to the Administrative Agent the amount needed to Cash Collateralize its Percentage of such amount, which amount shall be deemed to be an L/C Participation Funding for all purposes hereunder. In addition to the foregoing, the Borrower shall immediately Cash Collateralize the amount (if any) of any Defaulting Lender’s Percentage of Letter of Credit Liability that is not reallocated to another Committed Lender pursuant to Section 12.1(c)(ii).

(i)“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Letter of Credit Issuer, as collateral for the Letter of Credit Liability, cash or deposit account balances in Dollars pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Letter of Credit Issuer in an amount equal to the Letter of Credit Liability plus accrued and unpaid interest and fees and expected future interest and fees with respect thereto. Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Letter of Credit Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at Rabobank or another institution acceptable to the Administrative Agent (provided that upon the occurrence of an Unmatured Event of Default or an Event of Default, any such interest accrued to the date thereof shall be applied as additional compensation to the Letter of Credit Issuer). Unless otherwise required by law, upon the full and final payment of the Letter of Credit Liability, or the termination of all outstanding Letter of Credit Liability due to the expiration of all outstanding Letters of Credit prior to draws thereon, the Administrative Agent shall return to the Borrower any amounts remaining in any cash collateral account maintained by it with respect to the Letter of

Credit Liability; provided, however, that, so long as no Unmatured Event of Default or Event of Default exists, to the extent individual Letters of Credit expire, the Administrative Agent will return to the Borrower any amount remaining in the cash collateral account in excess of the amount required to Cash Collateralize the Letter of Credit Liability in full as described above.

(h)Applicability of ISP. Unless otherwise expressly agreed by the Letter of Credit Issuer and the Borrower, the rules of the ISP shall apply to each Letter of Credit.

Section 1. 8.Letter of Credit Fees. The Borrower shall pay: (a) to the Administrative Agent for the account of the Committed Lenders, in consideration for the issuance of Letters of Credit hereunder, a fee (as defined in the L/C Fee Letter) per annum on the aggregate available undrawn amount of the outstanding Letters of Credit (such fee to be allocated among the Lenders in accordance with their respective Percentages); and (b) to the Letter of Credit Issuer for its own account the fees specified in the L/C Fee Letter (collectively, the “Letter of Credit Fees”). The Letter of Credit Fees shall be payable monthly in arrears on each Settlement Date for the Calculation Period preceding such Settlement Date, commencing on the first such Settlement Date to occur after the issuance of any Letter of Credit, and continuing for so long as any Letter of Credit remains outstanding.

ARTICLE II.
PAYMENTS AND COLLECTIONS

Section 2.1.Payments. Borrower hereby promises to pay:

a.subject to Section 9.2, the Aggregate Principal on and after the Facility Termination Date as and when Collections are received;

b.the fees set forth in the Fee Letter and the L/C Fee Letter on the dates specified therein or herein;

c.all accrued and unpaid Interest and CP Costs on the Loans on each Settlement Date applicable thereto;

d.all Broken Funding Costs and Indemnified Amounts upon demand; and

e.any amounts required to paid by the Borrower pursuant to Section 1.7(g) to Cash Collateralize Letter of Credit Liability on the dates specified herein.

Section 2.2.Collections Prior to the Commitment Termination Date. On each Settlement Date prior to the Commitment Termination Date, the Borrower shall deposit to each applicable Payment Account, for distribution to the applicable Lenders, a portion of the Collections received by it during the preceding Settlement Period (after deduction of its Servicing Fee) equal to the sum of the following amounts for application to the Obligations in the order specified:

first, ratably to the payment of (i) all accrued and unpaid CP Costs, Interest and Broken Funding Costs (if any) that are then due and owing and (ii) all accrued and unpaid fees under the Fee Letter and/or the L/C Fee Letter,

second, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each of the Loans, and

third, for the ratable payment of all other unpaid Obligations of Borrower, if any, that are then due

and owing.

The balance, if any, shall be paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Section 2.3.Collections Following the Commitment Termination Date. On the Commitment Termination Date and on each day thereafter, the Borrower (and the Servicer, to the extent the Servicer comes into possession of Collections on any such day) shall set aside and hold in trust, for the Secured Parties, all Collections received on such day. On and after the Commitment Termination Date, the Borrower shall, on each Settlement Date and on each other Business Day specified by the Administrative Agent (as directed by any Co-Agent) (after payment or deduction of any accrued and unpaid Servicing Fee as of such date): (i) remit to the applicable Payment Account the applicable Percentage of the amounts set aside and held in trust pursuant to the preceding sentence, and (ii) apply such amounts to reduce the Obligations of Borrower as follows:

first, to the reimbursement of each Unaffiliated Committed Lender’s or the applicable Conduit Group’s Percentage of the costs of collection and enforcement of this Agreement incurred by the Administrative Agent,

second, ratably to the payment of (i) all accrued and unpaid CP Costs, Interest and Broken Funding Costs (if any), and (ii) all accrued and unpaid fees under the Fee Letter and/or the L/C Fee Letter,

third, to the ratable reduction of each Unaffiliated Committed Lender’s or each Conduit Group’s Percentage of the Aggregate Principal,

fourth, for the ratable payment of all other unpaid Obligations of Borrower, and

fifth, after the Final Payout Date, to Borrower.

Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.3, shall be shared ratably (within each priority) among the Co-Agents and the Lenders in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Section 2.4.Payment Rescission. No payment of any of the Obligations shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Borrower shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the applicable Payment Account (for application to the Person or Persons who suffered such rescission, return or refund) the full amount thereof, plus Interest on such amount at the Default Rate from the date of any such rescission, return or refunding.

ARTICLE III.
CONDUIT FUNDING

Section 3.1.CP Costs. Borrower shall pay CP Costs with respect to the principal balance of each Conduit’s Loans from time to time outstanding.

Section 3.2.Calculation of CP Costs. Not later than the 3rd Business Day immediately preceding

each Monthly Reporting Date, each Conduit shall calculate the aggregate amount of CP Costs applicable to its CP Rate Loans for the Calculation Period then most recently ended and shall notify the Administrative Agent, who shall promptly notify the Borrower of such aggregate amount, not later than the 2^nd Business Day immediately preceding such Monthly Reporting Date.

Section 3.3.CP Costs Payments. (a) With respect to CP Rate Loans made by a Pooled Fund Conduit, on each Settlement Date, Borrower shall pay to each of the Co-Agents (for the benefit of its respective Conduit) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the principal associated with all such CP Rate Loans of such Conduit for the calendar month then most recently ended and (b) with respect to CP Rate Loans made by a Conduit that is not a Pooled Fund Conduit, on each Settlement Date, the Borrower shall pay to each of the Co-Agents (for the benefit of its respective Conduit) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the principal associated with all such CP Rate Loans of such Conduit, in each case in accordance with Article II.

Section 3.4.Default Rate. From and after the occurrence of an Event of Default, all Loans of the Conduits shall accrue Interest at the Default Rate and shall cease to be CP Rate Loans.

ARTICLE IV.
COMMITTED LENDER FUNDING

Section 4.1.Committed Lender Funding. Prior to the occurrence of an Event of Default, the outstanding principal balance of each Loan made by an Unaffiliated Committed Lender and each Liquidity Funding shall accrue interest for each day during its Interest Period at either the LIBO Rate, the Adjusted Federal Funds Rate or the Alternate Base Rate in accordance with the terms and conditions hereof. Until Borrower gives notice to the applicable Co-Agent of another Interest Rate in accordance with Section 4.4, the initial Interest Rate for any Loan transferred to the Committed Lenders in its Conduit Group by the applicable Conduit pursuant to its Liquidity Agreement shall be the Adjusted Federal Funds Rate (unless the Default Rate is then applicable). If the applicable Committed Lenders in a Conduit Group acquire by assignment from the applicable Conduit any Loan pursuant to a Liquidity Agreement, each Loan so assigned shall each be deemed to have an Interest Period commencing on the date of any such assignment.

Section 4.2.Interest Payments. On the Settlement Date for each Loan of an Unaffiliated Committed Lender and each Liquidity Funding, Borrower shall pay to the applicable Co-Agent (for the benefit of the Committed Lenders in its Conduit Group) an aggregate amount equal to the accrued and unpaid Interest on each such Loan or Liquidity Funding in accordance with Article II.

Section 4.3.Selection and Continuation of Interest Periods.

(a)Borrower shall from time to time request Interest Periods for the Loans of each Unaffiliated Committed Lender and the Liquidity Fundings; provided that if at any time any Loan of such Unaffiliated Committed Lender or Liquidity Funding is outstanding, Borrower shall always request Interest Periods such that at least one Interest Period shall end on the date specified in clause (A) of the definition of Settlement Date; and provided, further, that the decision as to whether a Conduit will utilize Liquidity Fundings shall reside with the applicable Co-Agent and not with Borrower.

(b)Borrower or the applicable Committed Lender (or, if applicable, such Committed Lender’s Co-Agent), upon notice to and consent by the other received at least three (3) Business Days prior to the end of an Interest Period (the “Terminating Tranche”) for any Loan of any Unaffiliated Committed Lender or Liquidity Funding, may, effective on the last day of the Terminating Tranche: (i) divide any such Loan or Liquidity Funding into multiple Loans or Liquidity Fundings, as the case may be, (ii) combine any

such Loan of such Unaffiliated Committed Lender or Liquidity Funding with one or more other Loans of such Unaffiliated Committed Lender or Liquidity Fundings, as applicable, that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Loan of such Unaffiliated Committed Lender or Liquidity Funding with a new Loan or Liquidity Funding, as applicable, to be made by the Committed Lenders on the day such Terminating Tranche ends.

Section 4.4.Committed Lender Interest Rates. Borrower may select the LIBO Rate, the Adjusted Federal Funds Rate or the Alternate Base Rate and agreed to by the related Co-Agent for each Loan of each Unaffiliated Committed Lender and each Liquidity Funding. Borrower shall by 12:00 noon (New York City time): (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which the LIBO Rate is being requested as the Interest Rate and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Alternate Base Rate or the Adjusted Federal Funds Rate is being requested as a new Interest Rate, give the Co-Agent irrevocable notice of the applicable Interest Rate for the Loan or Liquidity Funding associated with such Terminating Tranche. Until Borrower gives notice of another Interest Rate, the initial Interest Rate for any Loan transferred by a Conduit to the Committed Lenders in its Conduit Group pursuant to its Liquidity Agreement shall be the Adjusted Federal Funds Rate (unless the Default Rate is then applicable).

Section 4.5.Suspension of the Adjusted Federal Funds Rate and LIBO Rate.

(a)If any Committed Lender notifies the Borrower that it has determined that funding at a LIBO Rate or the Adjusted Federal Funds Rate would violate any applicable law, rule, regulation, or directive of any Governmental Authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match-fund its Loan or Liquidity Funding at a LIBO Rate are not available or (ii) a LIBO Rate or the Adjusted Federal Funds Rate does not accurately reflect the cost of acquiring or maintaining a Loan or Liquidity Funding at such rate, then such Committed Lender may suspend the availability of such LIBO Rate or the Adjusted Federal Funds Rate, as the case may be, for such Committed Lender and require Borrower to select (by notice to the applicable Co-Agent) a different Interest Rate for such Loan or Liquidity Funding; provided, however, that in no event may Borrower select the CP Rate for any Loan of a Committed Lender or any Liquidity Funding.

(b)If less than all of the Committed Lenders in a Conduit Group give a notice to Borrower pursuant to Section 4.5(a), each Committed Lender in such Conduit Group which gave such a notice shall be obliged, at the request of Borrower, the applicable Conduit or the applicable Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Lender in such Conduit Group, or (ii) another funding entity nominated by Borrower or, if applicable, such Committed Lender’s Co-Agent that is an Eligible Assignee willing to participate in this Agreement through the Scheduled Termination Date in the place of such notifying Committed Lender; provided that (i) the notifying Committed Lender receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Committed Lender otherwise satisfies the requirements of Section 12.1(b).

Section 4.6.Default Rate. From and after the occurrence of an Event of Default, all Loans of any Unaffiliated Committed Lender and all Liquidity Fundings shall accrue Interest at the Default Rate.

ARTICLE V.REPRESENTATIONS AND WARRANTIES

Section 5.1.Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants to the Agents and the Lenders, as to itself, as of the date hereof, as of the date of each Advance and each L/C Credit Extension and as of each Settlement Date that:

(a)Existence and Power. Such Loan Party’s jurisdiction of organization is correctly set

forth in the preamble to this Agreement. Such Loan Party is duly organized under the laws of that jurisdiction and no other state or jurisdiction, and such jurisdiction must maintain a public record showing the organization to have been organized. Such Loan Party is validly existing and in good standing under the laws of its state of organization. Such Loan Party is duly qualified to do business and is in good standing as a foreign entity, and has and holds all organizational power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except, in the case of Smithfield, where the failure to so qualify or so hold would not reasonably be expected to have a Material Adverse Effect.

(b)Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by such Loan Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Borrower, Borrower’s use of the proceeds of Advances made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which such Loan Party is a party have been duly executed and delivered by such Loan Party.

(c)No Conflict. The execution and delivery by such Loan Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Loan Party or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation would not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any Person or any Governmental Authority is required for the due execution and delivery by such Loan Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)Actions, Suits. Except as disclosed in the filings made by the Servicer with the Securities and Exchange Commission, there are no actions, suits or proceedings pending, or to the best of such Loan Party’s knowledge, threatened, against or affecting such Loan Party, or any of its properties, in or before any court, arbitrator or other body, that would reasonably be expected to have a Material Adverse Effect. Such Loan Party is not in default with respect to any order of any court, arbitrator or Governmental Authority.

(f)Binding Effect. This Agreement and each other Transaction Document to which such Loan Party is a party constitute the legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with their respective terms, except as such enforcement 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).

(g)Accuracy of Information. All information heretofore furnished by such Loan Party or any of its Affiliates to the Agents or the Lenders for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Loan Party or any of its Affiliates to the Agents or the Lenders will

be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not materially misleading; provided, that with respect to projected financial information, such Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered.

(h)Use of Proceeds. Borrower represents and warrants that no proceeds of any Advance or Letter of Credit hereunder will be used (i) for a purpose that violates, or would be inconsistent with, (A) Section 7.2(e) of this Agreement or (B) Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

(i)Good Title. Borrower represents and warrants that: (i) immediately after the contribution of the Initial Contributed Assets by SFFC in accordance with the Receivables Sale Agreement, (ii) immediately after the transfer by each Originator of the Initial Purchased Assets and each subsequent Receivable under the Receivables Sale Agreement, Borrower is the legal and beneficial owner of all of the right, title and interest in the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except an Adverse Claim in favor of the Administrative Agent for the benefit of the Secured Parties or an Adverse Claim arising under the Intercreditor Agreement that is subordinate to the lien of the Administrative Agent created hereby, and (ii) there have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Borrower’s ownership interest in each Receivable, its Collections and the Related Security.

(j)Perfection. Borrower represents and warrants that: (i) this Agreement is effective to create a valid security interest in favor of the Administrative Agent for the benefit of the Secured Parties in the Collateral to secure payment of the Obligations, free and clear of any Adverse Claim, except an Adverse Claim in favor of the Administrative Agent for the benefit of the Secured Parties or an Adverse Claim arising under the Intercreditor Agreement that is subordinate to the lien of the Administrative Agent created hereby, and (ii) there have been or (within 2 Business Days after the date of any Advance) will be duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Secured Parties) first priority security interest in the Collateral. Each of the Loan Parties represents and warrants that such Loan Party’s jurisdiction of organization is a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest’s obtaining priority over the rights of a lien creditor which respect to collateral.

(k)Places of Business and Locations of Records. The principal places of business and chief executive office of such Loan Party and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of which the Administrative Agent has been notified in accordance with Section 7.2(a) in jurisdictions where all action required by Section 14.4(a) has been taken and completed. Borrower’s Federal Employer Identification Number is correctly set forth on Exhibit III.

(l)Collections. The conditions and requirements set forth in Section 7.1(j) and Section 8.2 have at all times been satisfied and duly performed. The names, addresses and jurisdictions of organization of all Collection Banks, together with the account numbers of the Collection Accounts at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit III to the Receivables Sale Agreement. While Borrower has granted Servicer access to the Lock-Boxes and Collection Accounts prior

to delivery of a Collection Notice, Borrower has not granted any Person, other than the Administrative Agent as contemplated by this Agreement, and the ABL Representative as contemplated by the Intercreditor Agreement, dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.

(m)Material Adverse Effect. (i) The Servicer represents and warrants that since January 30, 2011, no event has occurred that would have a material adverse effect on the financial condition or operations of the Servicer or the ability of the Servicer to perform its obligations under this Agreement, and (ii) Borrower represents and warrants that since the date of its formation, no event has occurred that would have a material adverse effect on (A) the financial condition or operations of Borrower, (B) the ability of Borrower to perform its obligations under the Transaction Documents, or (C) the collectability of the Receivables generally or any material portion of the Receivables.

(n)Names. Borrower represents and warrants that: (i) the name in which Borrower has executed this Agreement is identical to the name of Borrower as indicated on the public record of its state of organization which shows Borrower to have been organized, and (ii) in the past five (5) years, Borrower has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement.

(o)Ownership of Borrower. After giving effect to the transactions on the date hereof, Smithfield owns, directly or indirectly, 100% of the issued and outstanding Equity Interest of Borrower, free and clear of any Adverse Claim. Such Equity Interests are validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Borrower.

(p)Not an Investment Company. Such Loan Party is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q)Compliance with Law. Such Loan Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. Borrower represents and warrants that each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation would not reasonably be expected to have a Material Adverse Effect.

(r)Compliance with Credit and Collection Policy. Such Loan Party has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit and Collection Policy (other than any change expressly permitted pursuant to the Receivables Sale Agreement).

(s)Payments to Applicable Originator. Borrower represents and warrants that: (i) with respect to each Receivable purchased by Borrower under the Receivables Sale Agreement, Borrower has given reasonably equivalent value to the applicable Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt, and (ii) no transfer by any Originator of any Receivable under the Receivables Sale Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(t)Enforceability of Contracts. Borrower represents and warrants that each Contract with

respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement 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).

(u)Eligible Receivables. Each Receivable included in the Net Pool Balance as an Eligible Receivable on the date of any Monthly Report was an Eligible Receivable on such date.

(v)Borrowing Limit. Immediately after giving effect to each Advance, each L/C Credit Extension and each settlement on any Settlement Date hereunder, the Aggregate Principal is less than or equal to the Borrowing Limit.

(w)Accounting. The manner in which such Loan Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.

(x)OFAC. None of the Loan Parties nor any Subsidiary or Affiliate of any Loan Party (a) is a Sanctioned Person, (b) does business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC or (c) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC.

(y)Solvency. Immediately after the consummation of the transactions to occur on the Commencement Date, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) no Loan Party will have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Commencement Date. No Loan Party intends to, and no Loan Party believes that it or any of its Restricted Subsidiaries (other than Non-Material Subsidiaries) will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Restricted Subsidiary (whether from anticipated refinancings, asset sales, capital contributions or otherwise) and the timing of the amounts of cash to be payable on or in respect of its Debt or the Debt of any such Restricted Subsidiary.

(z)Taxes. Each Loan Party and its Restricted Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid all Taxes required to be paid by it except (i) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Restricted Subsidiary has set aside on its books adequate reserves or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The Borrower is and has always been treated as an entity that is disregarded as separate entity from its owner for U.S. federal income tax purposes and has not elected under Treasury regulations Section 301.7701-3(c) to be classified as an association taxable as a corporation for U.S. federal income tax purposes.

(aa)ERISA. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (a) each Loan Party and each of their respective ERISA Affiliates is

in compliance with the applicable provisions of ERISA and of the Tax Code relating to Plans and the regulations and published interpretations thereunder, and (b) no ERISA Event has occurred or is reasonably expected to occur. The minimum funding standards of ERISA and the Tax Code with respect to each Plan have been satisfied, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Section 5.2.Certain Committed Lender Representations and Warranties. Each Committed Lender hereby represents and warrants to the Administrative Agent, the applicable Co-Agent and the applicable Conduit (if any) that:

(a)Existence and Power. Such Committed Lender is a banking association or a limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all organizational power to perform its obligations hereunder and under its Liquidity Agreement, if applicable.

(b)No Conflict. The execution and delivery by such Committed Lender of this Agreement and its Liquidity Agreement and the performance of its obligations hereunder and thereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its certificate or articles of incorporation or association or by-laws or other organizational documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets. This Agreement and, if applicable, its Liquidity Agreement have been duly authorized, executed and delivered by such Committed Lender.

(c)Governmental Authorization. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution and delivery by such Committed Lender of this Agreement or, if applicable, its Liquidity Agreement and the performance of its obligations hereunder or thereunder.

(d)Binding Effect. Each of this Agreement and, if applicable, its Liquidity Agreement constitutes the legal, valid and binding obligation of such Committed Lender enforceable against such Committed Lender in accordance with its terms, except as such enforcement 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 such enforcement is sought in a proceeding in equity or at law).

ARTICLE VI.
CONDITIONS OF ADVANCES

Section 6.1.Conditions Precedent to Initial Advance. No Lender shall be obligated to make any Advance hereunder on the occasion of the initial Advance nor shall the Letter of Credit Issuer be obligated to issue any Letter of Credit, nor shall any Lender, the Administrative Agent or any other party hereto be obligated to take, fulfill or perform any other action hereunder, until all of the following conditions, after giving effect to the proposed Advance or Letter of Credit Extension, in each case, have been satisfied, in the sole discretion of the Administrative Agent:

(a)Each Transaction Document shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall request in connection with the

transactions contemplated by this Agreement, including all those documents listed on Schedule A to the Receivables Sale Agreement and those documents listed on Schedule B to this Agreement, each in form and substance satisfactory to the Administrative Agent;

(b)The Borrower shall have paid all fees required to be paid by it, including all fees required hereunder, and shall have reimbursed each Lender and each Agent for all fees, costs and expenses of closing the transaction contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by any Lender and/or any Agent pursuant to the terms of this Agreement, the L/C Fee Letter and the Fee Letter;

(c)the Commencement Date shall have occurred; and

(d)the Rating Agency Condition shall have been satisfied.

Section 6.2.Conditions Precedent to All Advances and L/C Credit Extensions. Each Advance (including the initial Advance), each L/C Credit Extension and each rollover or continuation of the foregoing shall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the Agents on or prior to the date thereof, in form and substance satisfactory to the Agents, all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Borrower shall have delivered the Borrowing Notice in accordance with Section 1.2 or the Request for Letter of Credit in accordance with Section 1.7; (d) the Agents shall have received such other approvals, opinions or documents as it may reasonably request; and (e) on the date thereof, the following statements shall be true (and acceptance of the proceeds of such Advance shall be deemed a representation and warranty by Borrower that such statements are then true):

(i)the representations and warranties set forth in Section 5.1 are true and correct on and as of the date of such Advance or L/C Credit Extension (or such Settlement Date, as the case may be) as though made on and as of such date;

(ii)no event has occurred and is continuing, or would result from such Advance or L/C Credit Extension (or the continuation thereof), that will constitute (A) an Event of Default or (B) an Unmatured Event of Default; and

(iii)after giving effect to such Advance or L/C Credit Extension (or the continuation thereof), the Aggregate Principal will not exceed the Borrowing Limit.

ARTICLE VII.
COVENANTS

Section 7.1.Affirmative Covenants of the Loan Parties. Until the Final Payout Date, each Loan Party hereby covenants, as to itself, as set forth below:

(a)Financial Reporting. Such Loan Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Agents:

(i)Annual Reporting. Within 90 days after the end of each fiscal year of Servicer or Borrower, as applicable, Servicer’s and Borrower’s audited consolidated balance sheet and audited consolidated condensed statements of income, stockholders' equity and cash flows as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the corresponding figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal

year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Servicer and its consolidated Subsidiaries or Borrower, as applicable, on a consolidated basis in accordance with GAAP consistently applied.

(ii)Quarterly Reporting. Within 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of Servicer, Servicer’s unaudited consolidated balance sheet and unaudited consolidated condensed statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by the Financial Officer of Servicer as presenting fairly in all material respects the financial condition and results of operations of Servicer and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

(iii)Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit IV signed by such Loan Party’s Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

(iv)SEC Filings. Promptly after the same become publicly available, copies of all reports on Form 10-K, Form 10-Q and Form 8-K and all proxy statements filed by any Loan Party with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by such Loan Party to the holders of its Equity Interests generally, as the case may be.

(v)Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent or any Lender, copies of the same.

(vi)Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would pursuant to the Receivables Sale Agreement require the consent of the Agent, requesting the Agents’ consent thereto.

(vii)Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of such Loan Party as any Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent and the Lenders under or as contemplated by this Agreement.

(b)Notices. Such Loan Party will notify the Agents in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i)Events of Default or Unmatured Events of Default. The occurrence of each

Event of Default and each Unmatured Event of Default, by a statement of an Authorized Officer of such Loan Party.

(ii)Termination Date. The occurrence of the Termination Date under the Receivables Sale Agreement.

(iii)Notices under Receivables Sale Agreement. Copies of all notices delivered under the Receivables Sale Agreement.

(iv)Downgrade of Performance Guarantor. Any downgrade in the rating of any Debt of Performance Guarantor by S&P or Moody’s, setting forth the Debt affected and the nature of such change.

(v)Material Events. (i) With respect to Borrower, the occurrence of any other event or condition that has had, or would reasonably be expected to have, a Material Adverse Effect and (ii) with respect to Servicer, a copy of each notice delivered pursuant to Section 5.02 of the Parent Credit Agreement as and when such notice is delivered thereunder.

(vi)Independent Director. The decision to appoint a new director of the Borrower as the “Independent Director” for purposes of this Agreement, such notice to be issued not less than ten (10) Business Days prior to the effective date of such appointment and to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director.”

(vii)ERISA. Promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Loan Parties or any of the ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties and/or the ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices promptly to the Administrative Agent after receipt thereof, and further provided that the rights granted to the Administrative Agent in this section shall be exercised not more than once during a 12-month period.

(c)Compliance with Laws and Preservation of Corporate Existence. Such Loan Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. Such Loan Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify would not reasonably be expected to have a Material Adverse Effect.

(d)Audits. Such Loan Party will furnish to each of the Co-Agents from time to time such information with respect to it and the Receivables such Co-Agent may reasonably request. Such Loan Party will, from time to time during regular business hours as requested by any Co-Agent upon reasonable notice and at the sole cost of such Loan Party, permit such Co-Agent, or their agents or representatives (and shall cause each Originator to permit such Co-Agent or their agents or representatives): (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Collateral, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of

such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Collateral or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Borrower or the Servicer having knowledge of such matters (each of the foregoing examinations and visits, a “Review”); provided, however, that, so long as no Event of Default has occurred and is continuing, the Loan Parties shall only be responsible for the costs and expenses of one (1) Review in any one calendar year.

(e)Keeping and Marking of Records and Books.

(i)The Servicer will (and will cause each Originator to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will (and will cause each Originator to) give the Agents notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii)Such Loan Party will (and the Servicer will cause each Originator to): (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Loans with a legend, acceptable to the Agents, describing the Administrative Agent’s security interest in the Collateral and (B) upon the request of the Agents following the occurrence of an Event of Default: (x) mark each Contract with a legend describing the Administrative Agent’s security interest and (y) deliver to the Administrative Agent all Contracts (including, without limitation, all multiple originals of any such Contract constituting an instrument, a certificated security or chattel paper) relating to the Receivables.

(f)Compliance with Contracts and Credit and Collection Policy. Such Loan Party will (and will cause each Originator to) timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g)Maintenance and Enforcement of Receivables Sale Agreement and Performance Undertaking. Borrower will maintain the effectiveness of, and continue to perform under the Receivables Sale Agreement and the Performance Undertaking, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Receivables Sale Agreement or the Performance Undertaking, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Receivables Sale Agreement or the Performance Undertaking or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Agents. Borrower will, and will require each Originator to, perform each of their respective obligations and undertakings under and pursuant to the Receivables Sale Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to Borrower under the Receivables Sale Agreement. Borrower will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agents and the Lenders as assignees of Borrower) under the Receivables Sale Agreement as any of the Agents may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreement.

(h)Ownership. Borrower will (or will cause each Originator to) take all necessary action

to (i) vest legal and equitable title to the Collateral purchased under the Receivables Sale Agreement irrevocably in Borrower, free and clear of any Adverse Claims (other than Adverse Claims in favor of the Administrative Agent, for the benefit of the Secured Parties) including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Borrower’s interest in such Collateral and such other action to perfect, protect or more fully evidence the interest of Borrower therein as any of the Agents may reasonably request, and (ii) establish and maintain, in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in all Collateral, free and clear of any Adverse Claims, including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (for the benefit of the Secured Parties) security interest in the Collateral and such other action to perfect, protect or more fully evidence the interest of the Administrative Agent for the benefit of the Secured Parties as any of the Agents may reasonably request.

(i)Lenders’ Reliance. Borrower acknowledges that the Agents and the Lenders are entering into the transactions contemplated by this Agreement in reliance upon Borrower’s identity as a legal entity that is separate from each Originator. Therefore, from and after the date of execution and delivery of this Agreement, Borrower shall take all reasonable steps, including, without limitation, all steps that any Agent or any Lender may from time to time reasonably request, to maintain Borrower’s identity as a separate legal entity and to make it manifest to third parties that Borrower is an entity with assets and liabilities distinct from those of each Originator and any Affiliates thereof (other than Borrower) and not just a division of any Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Borrower will:

(i)maintain books, financial records and bank accounts in a manner so that it will not be difficult or costly to segregate, ascertain and otherwise identify the assets and liabilities of Borrower;

(ii)not commingle any of its assets, funds, liabilities or business functions with the assets, funds, liabilities or business functions of any other person or entity except for payments that may be received in any Lock-Box prior to 30 days after the date of this Agreement;

(iii)observe all appropriate limited liability company procedures and formalities;

(iv)pay its own liabilities, losses and expenses only out of its own funds;

(v)maintain separate annual and quarterly financial statements prepared in accordance with generally accepted accounting principles, consistently applied, showing its assets and liabilities separate and distinct from those of any other person or entity;

(vi)pay or bear the cost (or if such statements are consolidated, the pro-rata cost) of the preparation of its financial statements, and have such financial statements audited by a certified public accounting firm that is not affiliated with Borrower or its Affiliates;

(vii)not guarantee or become obligated for the debts or obligations of any other entity or person;

(viii)not hold out its credit as being available to satisfy the debts or obligations of any other person or entity;

(ix)hold itself out as an entity separate and distinct from any other person or entity

(including its Affiliates);

(x)correct any known misunderstanding regarding its separate identity;

(xi)use separate stationery, invoices, checks and the like bearing its own name;

(xii)compensate all consultants, independent contractors and agents from its own funds for services provided to it by such consultants, independent contractors and agents;

(xiii)to the extent that Borrower and any of its Affiliates occupy any premises in the same location, allocate fairly, appropriately and nonarbitrarily any rent and overhead expenses among and between such entities with the result that the Borrower bears its fair share of all such rent and expenses;

(xiv)to the extent that Borrower and any of its Affiliates share the same officers, allocate fairly, appropriately and nonarbitrarily any salaries and expenses related to providing benefits to such officers between or among such entities, with the result that the Borrower will bear its fair share of the salary and benefit costs associated with all such common or shared officers;

(xv)to the extent that Borrower and any of its Affiliates jointly contract or do business with vendors or service providers or share overhead expenses, allocate fairly, appropriately and nonarbitrarily any costs and expenses incurred in so doing between or among such entities, with the result that the Borrower bears its fair share of all such costs and expenses;

(xvi)to the extent Borrower contracts or does business with vendors or service providers where the goods or services are wholly or partially for the benefit of its Affiliates, allocate fairly, appropriately and nonarbitrarily any costs incurred in so doing to the entity for whose benefit such goods or services are provided, with the result that the Borrower bears its fair share of all such costs;

(xvii)not make any loans to any person or entity (other than such intercompany loans between Borrower and each Originator contemplated by this Agreement) or buy or hold any indebtedness issued by any other person or entity (except for cash and investment-grade securities);

(xviii)conduct its own business in its own name;

(xix)hold all of its assets in its own name;

(xx)maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis;

(xxi)not pledge its assets for the benefit of any other Person;

(xxii)not identify itself as a division or department of any other entity;

(xxiii)maintain adequate capital in light of its contemplated business operations and in no event less than the Required Capital Amount (as defined in the Receivables Sale Agreement) and refrain from making any dividend, distribution, redemption of capital stock or payment of any subordinated indebtedness which would cause the Required Capital Amount to cease to be so maintained;

(xxiv)conduct transactions between Borrower and third parties in the name of

Borrower and as an entity separate and independent from each of its Affiliates;

(xxv)cause representatives and agents of Borrower to hold themselves out to third parties as being representatives or agents, as the case may be, of Borrower;

(xxvi)not enter into or be a party to, any transaction with its members or Affiliates except in the ordinary course of its business and on terms which are intrinsically fair and are substantially similar to those which would be obtained in a comparable arm’s-length transaction with an unrelated third party;

(xxvii)not acquire or assume the obligations or acquire the securities of its Affiliates or owners, including partners of its Affiliates; provided, however, that notwithstanding the foregoing, Borrower is authorized to engage in and consummate each of the transactions contemplated by each Transaction Document and Borrower is authorized to perform its obligations under each Transaction Document;

(xxviii)maintain its limited liability company status in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or Limited Liability Company Agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement; and (B) its corporate charter requires that the Board of Directors of the Borrower shall at all times include at least one “Independent Director” as such term is defined herein.

(xxix)maintain its corporate separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary; and

(xxx)take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Hogan Lovells US LLP, as counsel for Borrower, in connection with the closing or initial Advance under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

(j)Collections. Such Loan Party will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect; provided, that amounts received in respect of any Excluded Receivables shall not be deposited in any Lock-Box or Collection Account. In the event any payments relating to the Collateral are remitted directly to Borrower or any Affiliate of Borrower, Borrower will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposit into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Borrower will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Agents and the Lenders. Borrower will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Administrative Agent as contemplated by this Agreement and to the ABL Representative as contemplated by the Intercreditor Agreement, and except for access granted to Servicer prior to delivery of Collection Notices.

(k)Taxes. Such Loan Party will file all Tax returns and reports required by law to be filed by it and will promptly pay all Taxes and governmental charges at any time owing, except any such Taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Borrower will pay when due any and all present and future stamp, documentary, and other similar Taxes and governmental charges payable in connection with the Receivables, and hold each of the Indemnified Parties harmless from and against any and all liabilities (including penalties, interest and expenses) with respect to or resulting from any delay or omission to pay such Taxes and governmental charges.

(l)Payment to Applicable Originator. With respect to any Receivable purchased by Borrower from any Originator, such sale shall be effected under, and in strict compliance with the terms of, the Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to such Originator in respect of the purchase price for such Receivable.

(m)Amendment of Parent Credit Agreement. Borrower or Servicer shall provide written notice to the Administrative Agent of any proposed amendment to the Parent Credit Agreement that would alter the definitions of “Applicable Percentage” or “Leverage Ratio” contained therein or that would alter in any way the manner in which “Applicable Percentage” or “Leverage Ratio” are determined under the Parent Credit Agreement, in each case, not later than five Business Days prior to the effectiveness of any such amendment.

(n)Notice of Leverage Ratio. On each Interest Determination Date (as defined in the Parent Credit Agreement, as in effect on the date hereof), the Servicer shall provide to the Administrative Agent written notice of the “Leverage Ratio” as calculated pursuant to the terms of the Parent Credit Agreement, as in effect on the date hereof.

Section 7.2.Negative Covenants of the Loan Parties. Until the Final Payout Date, each Loan Party hereby covenants, as to itself, that:

(a)Name Change, Offices and Records. Such Loan Party will not change its name, identity or structure (within the meaning of any applicable enactment of the UCC) or jurisdiction of organization, unless it shall have: (i) given the Agents at least ten (10) Business Days’ prior written notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and other documents requested by any Agent in connection with such change or relocation.

(b)Change in Payment Instructions to Obligors. Except as may be required by the Administrative Agent pursuant to Section 8.2(b), such Loan Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c)Modifications to Contracts and Credit and Collection Policy. Such Loan Party will not, and will not permit any Originator to, make any change to the Credit and Collection Policy (other than any change expressly permitted by the Receivables Sale Agreement). Except as provided in Section 8.2(d), the Servicer will not, and will not permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

(d)Sales, Liens. Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any of the Collateral, or assign any right to receive income with respect thereto (other than, in each case, the creation of a security interest therein in favor of the Administrative Agent as provided for herein), and Borrower will defend the right, title and interest of the Secured Parties in, to and under any of the foregoing property, against all claims of third parties claiming through or under Borrower or any Originator.

(e)Use of Proceeds. Borrower will not use the proceeds of the Advances for any purpose other than (i) paying for Receivables and Related Security under and in accordance with the Receivables Sale Agreement, including without limitation, making payments on the Subordinated Notes to the extent permitted thereunder and under the Receivables Sale Agreement, (ii) paying its ordinary and necessary operating expenses when and as due, and (iii) making Restricted Junior Payments to the extent permitted under this Agreement.

(f)Termination Date Determination. Borrower will not designate the Termination Date, or send any written notice to any Originator in respect thereof, without the prior written consent of the Agents, except with respect to the occurrence of a Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

(g)Restricted Junior Payments. Borrower will not make any Restricted Junior Payment if after giving effect thereto, Borrower’s Net Worth (as defined in the Receivables Sale Agreement) would be less than the Required Capital Amount (as defined in the Receivables Sale Agreement).

(h)Borrower Debt. Borrower will not incur or permit to exist any Debt or liability on account of deposits except: (i) the Obligations, (ii) the Subordinated Loans, and (iii) other current accounts payable arising in the ordinary course of business and not overdue.

(i)Merger; Consolidation. Subject to the limitations of Section 7.1(i), no Loan Party will, nor will it permit any of its Restricted Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing:

(i)any Subsidiary (other than the Borrower) may merge with the Servicer in a transaction in which the Servicer is the surviving entity pursuant to documentation reasonably satisfactory to the Administrative Agent;

(ii)any other Person (other than the Borrower) may merge into the Servicer in a transaction in which the Servicer is the surviving corporation, or, concurrently with the consummation of such transaction, the surviving entity becomes the Servicer;

(iii)any non-Loan Party may merge into any other non-Loan Party;

(iv)any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Servicer or another Restricted Subsidiary; provided that if any such transferor is a Loan Party, such transferee shall be a Loan Party;

(v)any Restricted Subsidiary may liquidate or dissolve if the Servicer determines

in good faith that such liquidation or dissolution is in the best interests of the Servicer and is not materially disadvantageous to the Lenders; and

(vi)the Servicer or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets (including for the avoidance of doubt any Excluded Receivable) in any manner expressly permitted by any Transaction Document or if permitted under Section 6.04 or Section 6.05 of the Parent Credit Agreement;

provided, that any such merger that would otherwise be permitted by this Section 7.2(i) involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 of the Parent Credit Agreement.

(j)Excluded Originators. The Borrower shall not designate any Originator as an Excluded Originator pursuant to Section 1.8 of the Receivables Sale Agreement unless and until (i) the Servicer shall have prepared and forwarded to the Administrative Agent and the Lenders a restated Monthly Report for each of the twelve (12) prior Monthly Reporting Dates occurring since the Closing Date, which such restated Monthly Report shall be prepared on the basis of the exclusion from the Collateral of the Receivables relating to such Originator and (ii) the Administrative Agent shall have provided its prior written consent to such designation; provided, however, that neither restated Monthly Reports nor consent of the Administrative Agent shall be required in the case of an Originator that has originated Receivables with an aggregate Outstanding Balance as of the related Effective Date that is less than 2.5% of Outstanding Balance of all Receivables as of the related Effective Date. Any restated Monthly Report provided pursuant to this Section 7.2(j) shall be subject to the representations and warranties contained in Section 5.1(g).

ARTICLE VIII.
ADMINISTRATION AND COLLECTION

Section 8.1.Designation of Servicer.

(a)The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 8.1. Smithfield is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. After the occurrence of an Event of Default, the Administrative Agent, at the direction of the Required Committed Lenders, may at any time designate as Servicer any Person to succeed Smithfield or any successor Servicer; provided that the Rating Agency Condition (if applicable) is satisfied.

(b)Smithfield may at any time and from time to time delegate any or all of its duties and obligations as Servicer hereunder to one or more Persons. Notwithstanding the foregoing, so long as Smithfield remains the Servicer hereunder: (i) Smithfield shall be and remain liable to the Agents and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Agents and the Lenders shall be entitled to deal exclusively with Smithfield in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder.

Section 8.2.Duties of Servicer.

(a)The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.

(b)The Servicer will instruct (i) all Obligors in respect of Receivables other than Excluded Receivables to pay all Collections directly to a Lock-Box or Collection Account and (ii) all Obligors in

respect of Excluded Receivables to pay all Collections to a designated account that is not a Lock-Box or Collection Account. The Servicer shall effect a Collection Account Agreement with each bank party to a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the Administrative Agent may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, Borrower and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections.

(c)The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Servicer shall set aside and hold in trust for the account of Borrower and the Lenders their respective shares of the Collections in accordance with Article II. The Servicer shall, upon the request of any Agent, segregate, in a manner acceptable to the Agents, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Borrower prior to the remittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

(d)The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Defaulted Receivable or limit the rights of the Agents or the Lenders under this Agreement. Notwithstanding anything to the contrary contained herein, from and after the occurrence of an Event of Default, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.

(e)The Servicer shall hold in trust for Borrower and the Lenders all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Administrative Agent following the occurrence of an Event of Default, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, as soon as practicable following receipt thereof turn over to Borrower any cash collections or other cash proceeds received with respect to Debt not constituting Receivables or proceeds of Collateral. The Servicer shall, from time to time at the request of any Lender, furnish to the Lenders (promptly after any such request) a calculation of the amounts set aside for the Lenders pursuant to Article II.

(f)Any payment by an Obligor in respect of any indebtedness owed by it to Originator or Borrower shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 8.3.Collection Notices. The Administrative Agent is authorized at any time after the

occurrence of an Event of Default to date and to deliver to the Collection Banks the Collection Notices. Borrower hereby transfers to the Administrative Agent for the benefit of the Secured Parties, the exclusive ownership and control of each Lock-Box and Collection Account; provided, however, that Borrower shall retain the right to direct the disposition of funds from each of the Collection Accounts until the Administrative Agent (at the direction of any Co-Agent) delivers the applicable Collection Notice. In case any authorized signatory of Borrower whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Borrower hereby authorizes the Administrative Agent, and agrees that the Administrative Agent shall be entitled (i) at any time after delivery of the Collection Notices, to endorse Borrower’s name on checks and other instruments representing Collections, (ii) at any time after the occurrence of an Event of Default, to enforce the Receivables, the related Contracts and the Related Security, and (iii) at any time after the occurrence of an Event of Default, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Administrative Agent rather than Borrower.

Section 8.4.Responsibilities of Borrower. Anything herein to the contrary notwithstanding, the exercise by the Administrative Agent on behalf of the Secured Parties of their rights hereunder shall not release the Servicer, any Originator or Borrower from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Lenders shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Borrower. Moreover, the ultimate responsibility for the servicing of the Receivables shall be borne by Borrower.

Section 8.5.Monthly Reports. The Servicer shall prepare and forward to the Lenders (i) on each Monthly Reporting Date, a Monthly Report in substantially the form of Exhibit VI hereto and an electronic file of the data contained therein, and (ii) at such times as any Co-Agent shall reasonably request, a listing by Obligor of all Receivables together with an aging of such Receivables. After a Ratings Trigger Event, the Servicer shall prepare and forward to the Lenders on a weekly basis, a report that is acceptable in form and substance to the Administrative Agent. On and after the date on which any Receivable is designated an Excluded Receivable under the Receivables Sale Agreement, each Monthly Report shall exclude any such Excluded Receivables. On and after the date on which any Originator is designated an Excluded Originator under the Receivables Sale Agreement, each Monthly Report shall exclude any such Excluded Originator.

Section 8.6.Servicing Fee. As compensation for the Servicer’s servicing activities on their behalf, Borrower shall pay the Servicer the Servicing Fee, which fee shall be paid from Collections in arrears on each Settlement Date in accordance with Sections 2.2 and 2.3 herein.

ARTICLE IX.EVENTS OF DEFAULT

Section 9.1.Events of Default. The occurrence of any one or more of the following events shall constitute an Event of Default:

(a)any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for two consecutive Business Days.

(b)any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been materially incorrect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation

or warranty that itself contains a materiality threshold.

(c)any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when due.

(d)any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall remain unremedied for 15 days after the earlier of (i) an Executive Officer of any of such Persons obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any Loan Party or Performance Guarantor by any of the Agents.

(e)failure of Borrower to pay any Debt (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(f)failure of Performance Guarantor or the Servicer or any of their respective Subsidiaries (other than the Borrower, any Non-Material Subsidiary and any Unrestricted Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due.

(g)a regulatory, tax or accounting body has ordered that the activities of the Borrower or any Affiliate of the Borrower contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of the Borrower or any Affiliate of the Borrower contemplated hereby may reasonably be expected to cause the Borrower or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences.

(h)any Person who does not satisfy the requirements of an “Independent Director” shall be appointed as an independent director of the Borrower.

(i)any change in the Credit and Collection Policy prohibited by Section 7.2(c) occurs, without the prior written consent of the Administrative Agent.

(j)an Event of Bankruptcy shall occur with respect to Performance Guarantor, any Originator or any Loan Party.

(k)as at the end of any Calculation Period:

(i)the three-month rolling average Delinquency Ratio shall exceed three percent (3)%,

(ii)the three-month rolling average Default Ratio shall exceed one percent (1)%,

(iii)the three-month rolling average Dilution Ratio shall exceed five percent (5)%, or

(iv)Days Sales Outstanding shall exceed 35 days.

(l)a Change of Control shall occur or the Borrower shall enter into any merger.

(m)one or more judgments for the payment of money in an aggregate amount in excess

of $50,000,000 (to the extent not adequately covered by insurance as to which the insurer has not denied or contested coverage) shall be rendered against the Performance Guarantor, any Subsidiary of Performance Guarantor (other than any Unrestricted Subsidiary), any Loan Party, any Subsidiary of a Loan Party (other than any Unrestricted Subsidiary) or any combination thereof and the same shall remain unpaid or undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Performance Guarantor, any Subsidiary of Performance Guarantor, any Loan Party or any Subsidiary of any Loan Party (other than any Unrestricted Subsidiary) to enforce any such judgment, or the Performance Guarantor, any Subsidiary of Performance Guarantor (other than any Unrestricted Subsidiary), any Loan Party or any Subsidiary of any Loan Party (other than any Unrestricted Subsidiary) shall fail within 45 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued.

(n)(i) The “Termination Date” shall occur under the Receivables Sale Agreement as to any Originator or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Borrower under the Receivables Sale Agreement or (ii) (x) an “Event of Default” (as such term is defined in the Parent Credit Agreement) shall have occurred and be continuing under the Parent Credit Agreement and (y) to the extent that the Administrative Agent is also a party to the Parent Credit Agreement, such Event of Default has not been waived or cured in accordance with the terms of the Parent Credit Agreement.

(o)This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Borrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Lenders shall cease to have a valid and perfected first priority security interest in the Collateral.

(p)The Aggregate Principal shall exceed the Borrowing Limit for 2 consecutive Business Days.

(q)The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of any of its obligations thereunder.

(r)The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Collateral and such lien shall not have been released within fifteen (15) days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Collateral.

(s)ERISA. an ERISA Event shall have occurredor such other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) and (ii) such event or condition, when taken together with all other such events or conditions, if any, that have occurred, is reasonably likely to result in a Material Adverse Effect;

(t)Any event shall occur which (i) materially and adversely impairs the ability of the Originators to originate Receivables of a credit quality that is, on average, at least equal to the average credit quality of the Receivables sold or contributed to Borrower on the date of this Agreement or (ii) has, or would be reasonably expected to have, a Material Adverse Effect.

(u)A Subordinated Lender shall fail to make any Subordinated Loan under the applicable subordinated loan agreement following the Borrower’s request therefor.

(v)Any Collection Account fails to be subject to a Collection Account Agreement at any time.

Section 9.2.Remedies. Upon the occurrence of an Event of Default: (i) the Administrative Agent, upon the direction of the Required Committed Lenders, shall replace the Person then acting as Servicer, (ii) the Administrative Agent may (and, upon direction of the Required Committed Lenders, the Administrative Agent shall) declare the Commitment Termination Date to have occurred, whereupon the Aggregate Commitment shall immediately terminate and the Commitment Termination Date shall forthwith occur, all without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Loan Party; provided, however, that upon the occurrence of an Event of Default described in Section 9.1(j), the Commitment Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Loan Party, (iii) the Administrative Agent may (and, upon the direction of the Required Committed Lenders, shall) deliver the Collection Notices to the Collection Banks, (iv) the Administrative Agent may (and, upon the direction of the Required Committed Lenders, shall) exercise all rights and remedies of a secured party upon default under the UCC and other applicable laws, and (v) the Administrative Agent may (and, upon the direction of the Required Committed Lenders, shall) notify Obligors of the Administrative Agent’s security interest in the Receivables and other Collateral and instruct them to make future payments into accounts designated by the Administrative Agent. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Agents and the Lenders otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE X.INDEMNIFICATION

Section 10.1.Indemnities by the Loan Parties. Without limiting any other rights that the Administrative Agent or any Lender may have hereunder or under applicable law, (A) Borrower hereby agrees to indemnify (and pay upon demand to) each of the Agents, each of the Conduits, each of the Committed Lenders and each of the respective assigns, officers, directors, agents and employees of the foregoing (each, an “Indemnified Party”) from and against any and all damages, losses, claims, Taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees actually incurred (which attorneys may be employees of the Administrative Agent or such Lender) and disbursements and, to the extent the Borrower does not timely pay such indemnity, any additional liability (including penalties, interest and expenses) arising from or with respect to any of the foregoing (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, any Letter of Credit or the acquisition, either directly or indirectly, by a Lender of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

(a)Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(b)Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related

Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its obligations in respect of such Receivable; or

(c)(i) taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, (ii) taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction in which such Indemnified Party’s principal executive office is located or any political subdivision thereof and (iii) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender was entitled at the time of designating a new lending office, to receive additional amounts with respect to such withholding tax pursuant to this Section 10.1 (all of the foregoing contained in clauses (i), (ii) and (iii) collectively, “Excluded Taxes”);

provided, however, that nothing contained in this sentence shall limit the liability of any Loan Party or limit the recourse of the Lenders to any Loan Party for amounts otherwise specifically provided to be paid by such Loan Party under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Borrower shall indemnify the Agents and the Lenders for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to such Loan Party) relating to or resulting from:

(i)any representation or warranty made by any Loan Party or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

(ii)the failure by Borrower, the Servicer or any Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iii)any failure of Borrower, the Servicer or any Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv)any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

(v)any dispute, claim, offset or defense (other than a defense related to the financial condition, or discharge in bankruptcy, of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services or any reduction of the Outstanding Balance of any Receivable due to PASA;

(vi)the commingling of Collections of Receivables at any time with other funds;

(vii)any investigation, litigation or proceeding related to or arising from this

Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any Advance, the Collateral or any other investigation, litigation or proceeding relating to Borrower, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii)any Regulatory Change which increases the cost of, or lowers, the Yield to any Indemnified Party;

(ix)any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(x)any Event of Default;

(xi)any failure of Borrower to acquire and maintain legal and equitable title to, and ownership of any of the Collateral from the applicable Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Borrower to give reasonably equivalent value to any Originator under the Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

(xii)any failure to vest and maintain vested in the Administrative Agent for the benefit of the Lenders, or to transfer to the Administrative Agent for the benefit of the Secured Parties, a valid first priority perfected security interests in the Collateral, free and clear of any Adverse Claim (other than Adverse Claims in favor of the Administrative Agent, for the benefit of the Secured Parties);

(xiii)the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Collateral, and the proceeds thereof, whether at the time of any Advance or at any subsequent time;

(xiv)any action or omission by any Loan Party which reduces or impairs the rights of the Administrative Agent or the Lenders with respect to any Collateral or the value of any Collateral;

(xv)any attempt by any Person to void any Advance or the Administrative Agent’s security interest in the Collateral under statutory provisions or common law or equitable action;

(xvi)any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Administrative Agent or any Lender as a result of the funding of the Commitments or the acceptance of payments due under the Transaction Documents; and

(xvii)the failure of any Receivable included in the calculation of the Net Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included.

Notwithstanding the foregoing, (A) the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectability or payment of the Receivables; and (B) nothing in this Section 10.1 shall require Borrower to indemnify the Indemnified Parties for Receivables which are not collected, not paid or otherwise uncollectible on account of the insolvency, bankruptcy, credit-worthiness or financial inability to pay of the applicable Obligor.

Section 10.2.Increased Cost and Reduced Return

(a)If after the date hereof, any Affected Entity shall be charged any fee, expense or increased cost on account of any Regulatory Change (i) that subjects such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of such Affected Entity or Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of such Affected Entity, or credit extended by such Affected Entity pursuant to any Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to such Affected Entity of performing its obligations under any Funding Agreement, or to reduce the rate of return on such Affected Entity’s capital as a consequence of its obligations under any Funding Agreement, or to reduce the amount of any sum received or receivable by such Affected Entity under any Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Co-Agent, on behalf of such Affected Entity, and receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to such Co-Agent, as applicable, for the benefit of such Affected Entity, such amounts charged to such Affected Entity or such amounts to otherwise compensate such Affected Entity for such increased cost or such reduction.

(b)(i) Without limiting the generality of the foregoing, if Borrower shall be required by applicable law to deduct any Indemnified Taxes from any payments made to any Affected Entity, then (a) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.2), such Affected Entity receives an amount equal to the sum it would have received had no such deductions been made, (b) Borrower shall make such deductions and (c) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. As soon as practicable, but in no event more than 30 days after any payment of such Indemnified Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent and the applicable Co-Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent or such Co-Agent, as the case may be.

(i)In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Transaction Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Transaction Document (hereinafter referred to as “Other Taxes”). The Borrower shall not be required to make payment under this Section 10.2(b)(ii) to the extent paid under Section 10.1.

(ii)If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Transaction Document to any Indemnified Party, the Borrower shall also pay to such Indemnified Party at the time interest is paid, such additional amount that such Indemnified Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that such Indemnified Party would have received if such Taxes or Other Taxes had not been imposed. The Borrower shall not be required to make payment under this Section 10.2(iii) to the extent paid under Section 10.1, 10.2(b)(i) or 10.2(b)(ii).

(c)In connection with the foregoing, the Borrower and the Servicer agree to cooperate with the Administrative Agent to take any action or provide any information (including any Required Data)

reasonably requested by the Administrative Agent to mitigate any cost, expense or condition described above.

(d)The Servicer and the Borrower acknowledge that, in connection with the funding of the Loan, or any portion thereof, by a Conduit, the Administrative Agent may be required to obtain commercial paper ratings affirmation(s). Each of the Servicer and the Borrower agrees that it will (i) cooperate with the Administrative Agent and any rating agency involved in the issuance of such rating, (ii) amend and/or supplement the terms of this Agreement and the other Transaction Documents that define, employ or relate to the term “Borrowing Base”,“Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest and Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor”, or any defined term utilized in the definitions of such terms, in each case, as required by such rating agency in connection with the issuance of such rating (as so amended or supplemented, the “Revised Documents”), and (iii) take all actions required to ensure that (A) it is in compliance with all material provisions, representation, warranties and covenants of the Revised Documents applicable to it, (B) no Unmatured Event of Default, Event of Default, or any event that, with the giving of notice or the lapse of time, or both, would constitute a Unmatured Event of Default or Event of Default exists under the Revised Documents and (C) all other requirements under the Revised Documents relating to the funding of the Loan or the ownership of any Receivable have been complied with. The Borrower shall pay in immediately available funds to the Administrative Agent, all costs and expenses in connection with this Section 10.2, including, without limitation, the initial fees payable to such rating agency or agencies in connection with providing such rating and all ongoing fees payable to the rating agency or agencies for their continued monitoring of such rating.

Section 10.3.Other Costs and Expenses. Subject to Section 7.1(d), Borrower shall pay to the Agents and the Conduits on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable fees and out-of-pocket expenses of legal counsel for the Agents and the Conduits (which such counsel may be employees of the Agents or the Conduits) with respect thereto and with respect to advising the Agents and the Conduits as to their respective rights and remedies under this Agreement. Borrower shall pay to the Agents on demand any and all costs and expenses of the Agents and the Lenders, if any, including reasonable counsel fees and expenses actually incurred in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Event of Default. Notwithstanding anything to the contrary contained herein, the parties hereto agree that in no event shall the Borrower be obligated to pay the fees and expenses of more than one legal counsel in respect of the Lenders, which counsel shall be counsel for the Administrative Agent.

ARTICLE XI.
THE AGENTS

Section 11.1.Authorization and Action.

(a)Each Unaffiliated Committed Lender and each Committed Lender in any Conduit Group hereby designates the Person designated herein as Co-Agent for such Unaffiliated Committed Lender or Conduit Group, as applicable, as agent for such Person hereunder and authorizes such Person to take such actions as agent on its behalf and to exercise such powers as are delegated to the Co-Agent for such Person by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Secured Party hereby irrevocably designates and appoints Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and each Lender and each Co-Agent that becomes a party to this Agreement hereafter ratifies such designation and appointment and authorizes the

Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Agents or the Letter of Credit Issuer shall have any duties or responsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Agent shall be read into any Transaction Document or otherwise exist against such Agent. In addition, the Administrative Agent is hereby authorized by each Lender, the Letter of Credit Issuer and each Co-Agent to consent to any amendments or restatements to the Certificate of Incorporation of Borrower to the extent such amendments or restatements are not prohibited by Section 7.1(i)(xxix).

(b)The provisions of this Article XI are solely for the benefit of the Agents, the Letter of Credit Issuer and the Lenders, and none of the Loan Parties shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any obligations which any of the Agents or Lenders may have to any of the Loan Parties under the other provisions of this Agreement.

(c)In performing its functions and duties hereunder, (i) each Co-Agent shall act solely as agent for its related Committed Lender or the Lenders in its Conduit Group, as applicable, and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Loan Parties or any other Lenders or any of their respective successors or assigns, and (ii) the Administrative Agent shall act solely as the agent of the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Loan Parties or any of their respective successors and assigns.

Section 11.2.Delegation of Duties. Each of the Agents may execute any of its duties under any Liquidity Agreement to which it is a party and each Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Letter of Credit Issuer may execute any of its duties under each Transaction Document to which it is a party by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. None of the Agents or the Letter of Credit Issuer shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 11.3.Exculpatory Provisions. None of the Agents or the Letter of Credit Issuer or any of their directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction Document (except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Lenders or other Agents for any recitals, statements, representations or warranties made by any Loan Party contained in this Agreement, any other Transaction Document or any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or any other Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of any Loan Party to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. None of the Agents or the Letter of Credit Issuer shall be under any obligation to any other Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Loan Parties. None of the Agents or the Letter of Credit Issuer shall be deemed to have knowledge of any

Event of Default or Unmatured Event of Default unless such Agent has received notice from Borrower, another Agent or a Lender.

Section 11.4.Reliance by Agents.

(a)Each of the Agents and the Letter of Credit Issuer shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Borrower), independent accountants and other experts selected by such Agent or Letter of Credit Issuer. Each of the Agents and the Letter of Credit Issuer shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of such of the Lenders or Committed Lenders in its Conduit Group as it deems appropriate and it shall first be indemnified to its satisfaction by the Committed Lenders in its Conduit Group against any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action; provided that unless and until an Agent or the Letter of Credit Issuer shall have received such advice, such Agent or the Letter of Credit Issuer may take or refrain from taking any action, as such Agent shall deem advisable and in the best interests of the Lenders.

(b)The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Required Committed Lenders or all of the Lenders, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(c)Any action taken by any of the Agents or the Letter of Credit Issuer in accordance with Section 11.4 shall be binding upon all of the Agents, the Letter of Credit Issuer and the Lenders, as applicable.

Section 11.5.Non-Reliance on Other Agents and Other Lenders. Each Lender expressly acknowledges that none of the Agents, the Letter of Credit Issuer or other Lenders, nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates, has made any representations or warranties to it and that no act by any Agent, the Letter of Credit Issuer or other Lender hereafter taken, including, without limitation, any review of the affairs of any Loan Party, shall be deemed to constitute any representation or warranty by such Agent or such other Lender. Each Lender represents and warrants to each Agent and that the Letter of Credit Issuer that it has made and will make, independently and without reliance upon any Agent, the Letter of Credit Issuer or any other Lender and based on such documents and information as it has deemed appropriate, its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of Borrower and made its own decision to enter into its Liquidity Agreement (if applicable), the Transaction Documents and all other documents related thereto.

Section 11.6.Reimbursement and Indemnification. Each of the Committed Lenders agree to reimburse and indemnify (a) its applicable Co-Agent, (b) the Letter of Credit Issuer and (c) the Administrative Agent and its officers, directors, employees, representatives and agents ratably in accordance with their respective Commitments, to the extent not paid or reimbursed by the Loan Parties (i) for any amounts for which such Agent, acting in its capacity as Agent, or the Letter of Credit Issuer is entitled to reimbursement by the Loan Parties hereunder and (ii) (A) with respect to such Agent, for any other expenses incurred by such Agent, in its capacity as Agent and acting on behalf of the Lenders, in connection with the administration and enforcement of its Liquidity Agreements and the Transaction Documents and (B) with respect to the Letter of Credit Issuer, for any other expenses incurred in its capacity as Letter of Credit Issuer, in connection

with the administration and enforcement of the Transaction Documents.

Section 11.7.Agents in their Individual Capacities. Each of the Agents and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Borrower or any Affiliate of Borrower as though such Agent were not an Agent hereunder. With respect to the making of Loans pursuant to this Agreement, each of the Agents shall have the same rights and powers under any Liquidity Agreement to which it is a party and the Transaction Documents in its individual capacity as any Lender and may exercise the same as though it were not an Agent, and the terms “Committed Lender,” “Lender,” “Committed Lenders” and “Lenders” shall include each of the Agents in its individual capacity.

Section 11.8.Conflict Waivers. Each Co-Agent acts, or may in the future act: (i) as administrative agent for such Co-Agent’s Conduit, (ii) as issuing and paying agent for such Conduit’s Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for such Conduit’s Commercial Paper and (iv) to provide other services from time to time for such Conduit (collectively, the “Co-Agent Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the other Agents and the Lenders hereby acknowledges and consents to any and all Co-Agent Roles and agrees that in connection with any Co-Agent Role, a Co-Agent may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for its Conduit, the giving of notice to the Committed Lenders in its Conduit Group of a mandatory purchase pursuant to the applicable Liquidity Agreement for such Conduit Group, and hereby acknowledges that neither the applicable Co-Agent nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than its Conduit) arising out of any Co-Agent Roles.

Section 11.9.UCC Filings. Each of the Secured Parties hereby expressly recognizes and agrees that the Administrative Agent may be listed as the assignee or secured party of record on the various UCC filings required to be made under the Transaction Documents in order to perfect their respective interests in the Collateral, that such listing shall be for administrative convenience only in creating a record or nominee holder to take certain actions hereunder on behalf of the Secured Parties and that such listing will not affect in any way the status of the Secured Parties as the true parties in interest with respect to the Collateral. In addition, such listing shall impose no duties on the Administrative Agent other than those expressly and specifically undertaken in accordance with this Article XI.

Section 11.10.Successor Administrative Agent and Letter of Credit Issuer. The Administrative Agent or the Letter of Credit Issuer, upon five (5) days’ notice to the Loan Parties, the other Agents and the Lenders, may voluntarily resign and may be removed at any time, with or without cause, by Committed Lenders holding in the aggregate at least sixty-six and two-thirds percent (66 2/3%) of the Aggregate Commitment and the Borrower. If the Administrative Agent (other than Rabobank) or the Letter of Credit Issuer (other than Rabobank) shall voluntarily resign or be removed as Agent or Letter of Credit Issuer under this Agreement, then the Required Committed Lenders during such five-day period shall appoint, with the consent of Borrower from among the remaining Committed Lenders, a successor Administrative Agent or a successor Letter of Credit Issuer, whereupon such successor Administrative Agent or such successor Letter of Credit Issuer shall succeed to the rights, powers and duties of the Administrative Agent or the Letter of Credit Issuer, respectively. The term “Administrative Agent” shall mean such successor agent, effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. The term “Letter of Credit Issuer” shall mean such successor Letter of Credit Issuer, effective upon its appointment, and the former Letter of Credit Issuer’s rights, powers and duties as Letter of Credit Issuer shall be terminated, without any other or further act or deed on the part of such former Letter of Credit Issuer or any of the parties to this Agreement. Upon resignation or replacement of any Agent in accordance with this Section 11.10, the retiring Administrative Agent shall execute such

UCC-3 assignments and amendments, and assignments and amendments of any Liquidity Agreement to which it is a party and the Transaction Documents, as may be necessary to give effect to its replacement by a successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent or retiring Letter of Credit Issuer’s resignation hereunder as Letter of Credit Issuer, the provisions of this Article XI and Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Letter of Credit Issuer, respectively, under this Agreement. In addition, the resigning Letter of Credit Issuer shall retain all rights and obligations of the Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of the resignation and all Letter of Credit Liability with respect thereto (including the right to require the Lenders to fund payment of any amount drawn under a Letter of Credit issued by it pursuant to Section 1.7 and the right to have any such Letter of Credit Liability Cash Collateralized as provided herein).

ARTICLE XII.
ASSIGNMENTS; PARTICIPATIONS

Section 12.1.Assignments.

(a)Each of the Agents, the Letter of Credit Issuer, the Loan Parties and the Committed Lenders hereby agrees and consents to the complete or partial assignment by each Conduit of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Committed Lenders in its Conduit Group pursuant to its Liquidity Agreement.

(b)Any Lender may at any time and from time to time assign to one or more Eligible Assignees (each, a “Purchasing Lender”) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement substantially in the form set forth in Exhibit V hereto (an “Assignment Agreement”) executed by such Purchasing Lender and such selling Lender; provided, however, that any assignment of a Lender’s rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the applicable Liquidity Agreement (if any). The consent of the applicable Conduit shall be required prior to the effectiveness of any such assignment by a Lender in such Conduit’s Conduit Group. Each assignee of a Lender must (i) be (x) an Eligible Assignee or (y) an assignee with respect to which Borrower and the Letter of Credit Issuer has provided prior written consent (such consent not to be unreasonably withheld or delayed) and (ii) agree to deliver to the applicable Co-Agent, as the case may be, promptly following any request therefor by such Person, an enforceability opinion in form and substance satisfactory to such Person. Upon delivery of an executed Assignment Agreement to the applicable Co-Agent, such selling Lender shall be released from its obligations hereunder and, if applicable, under its Liquidity Agreement to the extent of such assignment. Thereafter the Purchasing Lender shall for all purposes be a Lender party to this Agreement and, if applicable, its Conduit Group’s Liquidity Agreement and shall have all the rights and obligations of a Lender hereunder and thereunder to the same extent as if it were an original party hereto and thereto and no further consent or action by Borrower, the Lenders or the Agents shall be required.

(c) (i)    Notwithstanding anything to the contrary contained herein, each of the Committed Lenders agrees that in the event that it shall become a Defaulting Lender, then until such time as such Committed Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, such Defaulting Lender’s right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or any other Transaction Document or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Required Committed Lenders shall be suspended at all times that such Committed Lender remains a Defaulting Lender; provided, however, that, except as otherwise set forth in this Section 12.1(c), the foregoing suspension shall not empower Lenders that are not Defaulting Lenders to increase a Defaulting Lender’s Commitment,

decrease the rate of interest or fees applicable to, or extend the maturity date of such Defaulting Lender’s Advances or other Obligations owing to such Lender, in each case, without such Lender’s consent. No Commitment of any Committed Lender shall be increased or otherwise affected, and except as otherwise expressly provided in this Section 12.1(c), performance by the Borrower of its obligations hereunder and under the other Transaction Documents shall not be excused or otherwise modified, as a result of the operation of this Section 12.1(c).

(ii)To the extent that any Committed Lender is a Defaulting Lender with respect to an Advance, the Borrower may deliver a notice to the Lenders specifying the date of such Advance, the identity of the Defaulting Lender and the portion of such Advance that the Defaulting Lender failed to fund, which notice shall be deemed to be an additional Borrowing Notice in respect of such unfunded portion of such Advance, and each Committed Lender (or its related Conduit, if applicable, and acting in its sole discretion) shall, to the extent of its remaining unfunded Commitment and subject to the continued fulfillment of all applicable conditions precedent set forth herein with respect to such Advance, fund its Percentage (recomputed by excluding the Commitment of Defaulting Lenders from the Aggregate Commitment) of such unfunded portion of such Advance not later than 2:30 p.m. (New York City time) on the Business Day following the date of such notice. To the extent that any Committed Lender is a Defaulting Lender on any date that the Letter of Credit Liability is greater than zero, each Committed Lender shall, automatically and without further action of any kind upon such date, acquire an increased participation interest in the Letters of Credit outstanding, along with all accompanying rights and obligations described in Section 1.7, equal to the lessor of (x) its Percentage (recomputed by excluding the Commitment of Defaulting Lenders from the Aggregate Commitment) of such Defaulting Lender’s Percentage of the Letter of Credit Liability and (y) its remaining unfunded Commitment.

(iii)Until the Defaulting Lender Excess of a Defaulting Lender has been reduced to zero, any payment of the principal of any Loan to a Defaulting Lender shall, unless the Required Committed Lenders agree otherwise, be applied first (1) ratably, to the reduction of the Loans or L/C Participation Funding(s) funding any defaulted portion of Advances or L/C Participation Funding(s) pursuant to Section 12.1(c)(ii) and then (2) ratably to reduce the Loans of each of the Lenders that are not Defaulting Lenders in accordance with the principal amount (if any) thereof. Subject to the preceding sentence, any amount paid by or on behalf of the Borrower for the account of a Defaulting Lender under this Agreement or any other Transaction Document will not be paid or distributed to such Defaulting Lender, but will instead be applied to the making of payments from time to time in the following order of priority until such Defaulting Lender has ceased to be a Defaulting Lender as provided below: first, to the funding of any portion of any Advance or L/C Participation Funding(s) in respect of which such Defaulting Lender has failed to fund as required by this Agreement, as determined by the Administrative Agent; second, held in a segregated subaccount of the Collection Account as cash collateral for future funding obligations of the Defaulting Lender in respect of Advances or L/C Participation Funding(s) under this Agreement; and third, after the termination of the Commitments and payment in full of all Obligations, to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

(iv)During any period that a Committed Lender is a Defaulting Lender, the Borrower shall not accrue or be required to pay, and such Defaulting Lender shall not be entitled to receive, the Unused Fee (as defined in the Fee Letter) otherwise payable to such Defaulting Lender under this Agreement at any time, or with respect to any period, that such Committed Lender is a Defaulting Lender.

(v)During any period that a Committed Lender is a Defaulting Lender, the

Borrower may, by giving written notice thereof to the Administrative Agent and such Defaulting Lender, require such Defaulting Lender, at the cost and expense of the Borrower, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, this Article XII), (i) all and not less than all of its interests, rights and obligations under this Agreement and the Transaction Documents to an assignee or assignees that shall assume such obligations (which assignee may be another Lender, if such other Lender accepts such assignment) in whole or (ii) all of its interests, rights and obligations under this Agreement and the Transaction Documents with respect to all prospective Commitments, including any unfunded Commitment as of the date of such assignment. No party hereto shall have any obligation whatsoever to initiate any such complete or partial replacement or to assist in finding an assignee. In connection with any such complete or partial assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment Agreement. No such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, (A) to the extent that the assignee is assuming all of the interests, rights and obligations of the Defaulting Lender, the parties to the assignment shall make such additional payments in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Percentage of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Borrower or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) the Loans made by such Defaulting Lender or members of such Defaulting Lender Group, as applicable, (B) to the extent that the assignee is assuming all of the interests, rights and obligations of the Defaulting Lender, such Defaulting Lender or members of such Defaulting Lender Group, as applicable, shall have received payment of an amount equal to all of its Loans outstanding, accrued interest thereon, accrued fees (subject to Section 12.1(c)(iv)) and all other amounts, including any Breakage Costs, payable to it and its Affected Entities hereunder and the other Transaction Documents through (but excluding) the date of such assignment from the assignee or the Borrower, and (C) such assignment does not conflict with applicable law. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(vi)If the Borrower, Servicer, and the Administrative Agent agree in writing in their discretion that a Committed Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the Lenders and the Co-Agents, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Committed Lender will, to the extent applicable, purchase such portion of outstanding Advances of the other Lenders and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause the interest of the Lenders in the Aggregate Principal to be on a pro rata basis in accordance with their respective Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower or forfeited pursuant to Section 12.1(c)(iv), while such Committed Lender was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no cure by a Committed Lender under this subsection of its status as a Defaulting Lender will constitute a waiver or release of any claim or any party hereunder arising from such Committed Lender having been a Defaulting Lender.

(vii)The rights and remedies of the Borrower, any Agent or the other Lenders against a Defaulting Lender under this Section 12.1(c) are in addition to any other rights and remedies the Borrower, the Agents and the other Lender may have against such Defaulting Lender under this Agreement, any of the other Transaction Documents, applicable law or otherwise.

(viii)Any Committed Lender that fails to timely fund a Loan shall be obligated to promptly (but in any event not later than 10:00 a.m. (New York City time) on the Business Day after the date of the related Advance) notify the Borrower and the Administrative Agent if any such failure is the result of an administrative error or omission by such Committed Lender or force majeure, computer malfunction, interruption of communication facilities, labor difficulties or other causes, in each case to the extent beyond such Committed Lender’s reasonable control. If (i) the Administrative Agent had been notified by the Borrower or the affected Committed Lender that a Committed Lender has failed to timely fund a Loan, (ii) a Responsible Officer of the Administrative Agent has actual knowledge or has written notice that such Committed Lender is the subject of an Event of Bankruptcy or has publicly announced that it does not intend to comply with its funding obligations under this Agreement or (iii) the Administrative Agent had been notified by the affected Committed Lender that a Committed Lender has failed timely to deliver the written confirmation contemplated by clause (a)(iii) of the definition of “Defaulting Lender”, the Administrative Agent shall promptly provide notice to the Borrower and the Co-Agents of such occurrence.

(d)No Loan Party may assign any of its rights or obligations under this Agreement without the prior written consent of each of the Agents and each of the Lenders and without satisfying the Rating Agency Condition, if applicable.

Section 12.2.Participations. Any Committed Lender may, in the ordinary course of its business at any time sell to one or more Persons (each, a “Participant”) participating interests in its Pro Rata Share of its Conduit Group’s Percentage of Aggregate Commitment, its Loans, its Letters of Credit, its Liquidity Commitment (if applicable) or any other interest of such Committed Lender hereunder or, if applicable, under its Liquidity Agreement. Notwithstanding any such sale by a Committed Lender of a participating interest to a Participant, such Committed Lender’s rights and obligations under this Agreement and, if applicable, such Liquidity Agreement shall remain unchanged, such Committed Lender shall remain solely responsible for the performance of its obligations hereunder and, if applicable, under its Liquidity Agreement, and the Loan Parties, the Lenders and the Agents shall continue to deal solely and directly with such Committed Lender in connection with such Committed Lender’s rights and obligations under this Agreement and, if applicable, its Liquidity Agreement. Each Committed Lender agrees that any agreement between such Committed Lender and any such Participant in respect of such participating interest shall not restrict such Committed Lender’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 14.1(b)(i).

Section 12.3.Register. The Administrative Agent (as agent for the Borrower) shall maintain at its office referred to in Section 14.2 a copy of each Assignment Agreement delivered to and accepted by it and register (the “Register”) for the recordation of the names and addresses of the Lenders and the Pro Rata Share of, outstanding principal amount of all Advances owing to and Interest of, each Lender from time to time, which Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. No assignment under this Article XII shall be effective until the entries described in the preceding sentence have been made in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Lenders, the Co-Agents, the Letter of Credit Issuer and the Administrative Agent may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement.

Section 12.4.Federal Reserve. Notwithstanding any other provision of this Agreement to the

contrary, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any Loan and any rights to payment of principal or interest thereon) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of Borrower, Servicer or any Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party hereto.

ARTICLE XIII.
SECURITY INTEREST

Section 13.1.Grant of Security Interest. To secure the due and punctual payment of the Obligations, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, all Indemnified Amounts, in each case pro rata according to the respective amounts thereof, Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in, all of Borrower’s right, title and interest, whether now owned and existing or hereafter arising in and to all of the Receivables, the Related Security, the Collections, and all proceeds of the foregoing (collectively, the “Collateral”). Borrower hereby authorizes the Administrative Agent to file a financing statement naming Borrower as debtor or seller that describes the collateral as “all assets of the debtor whether now existing or hereafter arising” or words of similar effect.

Section 13.2.Termination after Final Payout Date. Each of the Secured Parties hereby authorizes the Administrative Agent, and the Administrative Agent hereby agrees, promptly after the Final Payout Date to execute and deliver to Borrower such UCC termination statements as may be necessary to terminate the Administrative Agent’s security interest in and lien upon the Collateral, all at Borrower’s expense. Upon the Final Payout Date, all right, title and interest of the Administrative Agent and the other Secured Parties in and to the Collateral shall terminate.

ARTICLE XIV.
MISCELLANEOUS

Section 14.1.Waivers and Amendments.

(a)No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b)No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement; provided, however, that no such modification or waiver shall:

(i)without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify

or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,”“Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest and Servicing Reserve,” “Required Reserve,”“Required Reserve Factor Floor,”“Servicing Fee Rate,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

(ii)without the written consent of any affected Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent,

and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition, to the extent the Rating Agency Condition is required of any Conduit. Notwithstanding the foregoing, (i) without the consent of the Committed Lenders, but with the consent of Borrower, any Co-Agent may direct the Administrative Agent to amend this Agreement solely to add additional Persons as Committed Lenders in respect of the related Conduit Group hereunder and (ii) the Agents, the Required Committed Lenders and the Conduits may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Borrower; provided that such amendment has no negative impact upon Borrower. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Lenders equally and shall be binding upon Borrower, the Lenders and the Agents.

Section 14.2.Notices. Except as provided in this Section 14.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 14.2; provided, however, that any notice (including any Borrowing Notice or Reduction Notice) from any Loan Party to any Agent or any Lender shall be effective only upon receipt of such notice by such Agent or Lender.

Section 14.3.Ratable Payments. If (a) any Lender, whether by setoff or otherwise, has payment made to it with respect to any portion of the Obligations owing to such Lender (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Lender in such Lender’s Conduit Group entitled to receive a ratable share of such Obligations, such Lender agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Obligations held by the other Lenders in such Lender’s Conduit Group so that after such purchase each Lender in such Conduit Group will hold its Pro Rata Share of such Obligations and (b) any Conduit Group, whether by set off or otherwise, has payment made to such Conduit Group (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Conduit Group entitled to receive a ratable share of such Obligations, the Lenders in such Conduit Group agree, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Obligations held by the other Conduit Groups so that after such purchase each Lender in such Conduit Group, taken together, will hold its Conduit Group’s Percentage of such Obligations; provided that in the case of the preceding clauses (a) and (b), if all or any portion of such excess amount is thereafter recovered from such Lender or Conduit Group, as applicable, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Section 14.4.Protection of Administrative Agent’s Security Interest.

(a)Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that any of the Agents may request, to perfect, protect or more fully evidence the Administrative Agent’s security interest in the Collateral, or to enable the Agents or the Lenders to exercise and enforce their rights and remedies hereunder. At any time after the occurrence of an Event of Default, the Administrative Agent may, or the Administrative Agent may direct Borrower or the Servicer to, notify the Obligors of Receivables, at Borrower’s expense, of the ownership or security interests of the Lenders under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. Borrower or the Servicer (as applicable) shall, at any Lender’s request, withhold the identity of such Lender in any such notification.

(b)If any Loan Party fails to perform any of its obligations hereunder, the Administrative Agent or any Lender may (but shall not be required to) perform, or cause performance of, such obligations, and the Administrative Agent’s or such Lender’s costs and expenses incurred in connection therewith shall be payable by Borrower as provided in Section 10.3. Each Loan Party irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent, and appoints the Administrative Agent as its attorney-in-fact, to act on behalf of such Loan Party (i) to execute on behalf of Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Lenders in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, for the benefit of the Secured Parties. This appointment is coupled with an interest and is irrevocable.

Section 14.5.Confidentiality.

(a)Each Loan Party and each Lender shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Fee Letter, the L/C Fee Letter and the other confidential or proprietary information with respect to the Agents and the Conduits and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Loan Party and such Lender and its officers and employees may disclose such information to such Loan Party’s and such Lender’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b)Each of the Lenders and each of the Agents shall maintain and shall cause each of its officers, directors, employees, investors, potential investors, credit enhancers, outside accountants, attorneys and other advisors to maintain the confidentiality of any nonpublic information with respect to the Originators and the Loan Parties, except that any of the foregoing may disclose such information (i) to any party to this Agreement, (ii) to any provider of a surety, guaranty or credit or liquidity enhancement to any Conduit, (iii) to the outside accountants, attorneys and other advisors of any Person described in clause (i) or (ii) above, (iv) to any prospective or actual assignee or participant of any of the Agents or any Lender, (v) to any rating agency who rates the Commercial Paper, to any Commercial Paper dealer, (vi) to any other entity organized for the purpose of purchasing, or making loans secured by, financial assets for which any Co-Agent (or one of its Affiliates) acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of each of the foregoing; provided that each Person described in the foregoing clause (ii), (iii), (iv), (v) or (vi) is informed of the confidential nature of such information and, in the case of a Person described in clause (iv), agrees in writing to maintain the confidentiality of such information in accordance with this Section 14.5(b); and (vii) as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of

law). Notwithstanding the foregoing, (x) each Conduit and its officers, directors, employees, investors, potential investors, credit enhancers, outside accountants, attorneys and other advisors shall be permitted to disclose Receivables performance information and details concerning the structure of the facility contemplated hereby in summary form and in a manner not identifying the Originators, Borrower, the Servicer, the Performance Guarantor, or the Obligors to prospective investors in Commercial Paper issued by such Conduit, and (y) the Conduits, the Agents and the Lenders shall have no obligation of confidentiality in respect of any information which may be generally available to the public or becomes available to the public through no fault of theirs or their respective Affiliates.

(c)Notwithstanding any other express or implied agreement to the contrary, the parties hereto hereby agree and acknowledge that each of them and each of their employees, representatives, and other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure, except to the extent that confidentiality is reasonably necessary to comply with U.S. federal or state securities laws. For purposes of this Section 14.5(c), the terms “tax treatment” and “tax structure” have the meanings specified in Treasury Regulation section 1.6011-4(c).

Section 14.6.Bankruptcy Petition. Borrower, the Servicer, the Agents and each Committed Lender hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any Conduit, it will not institute against, or join any other Person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 14.7.Limitation of Liability. Except with respect to any claim arising out of the willful misconduct or gross negligence of any Conduit, the Agents or any Committed Lender, no claim may be made by any Loan Party or any other Person against any Conduit, the Agents or any Committed Lender or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

The obligations of each Conduit under this Agreement shall be payable solely out of the funds of such Conduit available for such purpose and shall be solely the corporate obligations of such Conduit. No recourse shall be had for the payment of any amount owing in respect of this Agreement or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against any Agent, any Affiliate of any of the foregoing, or any stockholder, employee, officer, director, incorporator or beneficial owner of any of the foregoing.

Section 14.8.CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (EXCEPT IN THE CASE OF THE OTHER TRANSACTION DOCUMENTS, TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTEREST OF BORROWER OR THE SECURITY INTEREST OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, IN ANY OF THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 14.9.CONSENT TO JURISDICTION. EACH PARTY TO THIS AGREEMENT HEREBY

IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY LOAN PARTY AGAINST ANY AGENT OR ANY LENDER OR ANY AFFILIATE OF ANY AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH LOAN PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

Section 14.10.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY LOAN PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 14.11.Integration; Binding Effect; Survival of Terms.

(a)This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b)This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Section 14.12.Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto 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. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 14.13.Intercreditor Agreement. The parties acknowledge and agree that, notwithstanding

anything contained herein to the contrary, the rights and remedies of the Lenders with respect to the enforcement of this Agreement and the rights and obligations of the Secured Parties with respect to the application of the Collateral are subject to the provisions of the Intercreditor Agreement.

<signature pages follow>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

SMITHFIELD RECEIVABLES FUNDING LLC, As Borrower
By:	/s/ Charles McCarrick
	Name:	Charles McCarrick
	Title:	President
Address:		3411 Silverside Rd, 103 Baynard Bldg
		Wilmington, DE 19810
		Attention: Charles McCarrick
		Telecopy No: 302-477-1300 Ext. 103
		Facsimile No: 302-477-1332
		With a copy to:
		c/o Smithfield Foods, Inc.
		200 Commerce Street
		Smithfield, VA 23430
		Attention: Timothy Dykstra
		Telecopy No: 757-365-3070

SMITHFIELD FOODS, INC., AS SERVICER
By:	/s/ Timothy Dykstra
	Name:	Timothy Dykstra
	Title:	Vice President
Address:		Smithfield Foods, Inc.
		200 Commerce Street
		Smithfield, VA 23430,
		Attention: Robert Manly
		Telecopy No: 757-365-3025
		and Ken Sullivan
		Telecopy No: 757-365-3070

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 Hartofilis
	Name:	Christopher Hartofilis
	Title:	Vice President
By:	/s/ Izumi Fukushima
	Name:	Izumi Fukushima
	Title:	Executive Director
Address:		Securitization - Transaction Management
		Rabobank International
		245 Park Avenue
		New York, NY 10167
Phone:		(212) 808-6806
Fax:		(914) 304-9324

Nieuw Amsterdam Receivables Corporation,
as a Conduit
By:	/s/ Damian Perez
	Name:	Damian Perez
	Title:	Vice President
Address:		Nieuw Amsterdam Receivables Corp.
		c/o Global Securitization Services, LLC
		68 South Service Road, Suite 120
		Melville, NY 11747
		Attention: JR Angelo
Phone:		(631) 930-7202
Fax:		(212) 302-8767
Email:		jrangelo@gssnyc.com; ddeangelis@gssnyc.com

EXHIBIT I

DEFINITIONS

As used in the Agreement and the Exhibits and Schedules thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). Any references in the Agreement or this Exhibit I to any Person includes such Persons successors and permitted assigns. The words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement. The term “including” means “including without limitation”.     References to any agreement refer to that agreement as from time to time amended or restated.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ABL Representative” has the meaning provided in the Receivables Sale Agreement.

“Adjusted Dilution Ratio” means, at any time, the rolling average of the Dilution Ratio for the 12 Calculation Periods then most recently ended.

“Adjusted Federal Funds Rate” means, for each Settlement Period, the weighted daily average of (a) a rate per annum equal to the Federal Funds Rate on each day of such Settlement Period, plus (b) the Market Spread per annum on each day of such Settlement Period. For purposes of determining the Adjusted Federal Funds Rate for any day, changes in the Federal Funds Rate shall be effective on the date of each such change.

“Adjusted Federal Funds Rate Loan” means a Loan which bears interest at the Adjusted Federal Funds Rate.

“Administrative Agent” has the meaning provided in the preamble to this Agreement.

“Advance” means a borrowing hereunder consisting of the aggregate amount of the several Loans made on the same Borrowing Date.

“Adverse Claim” has the meaning provided in the Receivables Sale Agreement.

“Affected Entity” means (i) any Funding Source, (ii) any agent, administrator or manager of a Conduit, or (iii) any bank holding company in respect of any of the foregoing.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to control another Person if (a) the controlling Person owns 10-50% of any class of voting securities of the controlled Person only if it also possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise, or (b) if the controlling Person owns more than 50% of any class of voting securities of the controlled Person.

“Agents” has the meaning provided in the preamble to this Agreement.

“Aggregate Commitment” means, on any date of determination, the aggregate amount of the Committed Lenders’ Commitments to make Loans and the L/C Credit Extensions hereunder. As of June 9, 2011, the Aggregate Commitment is $275,000,000.

“Aggregate Principal” means, on any date of determination, the sum of (i) the aggregate outstanding principal amount of all Advances (other than in respect of Loans relating to Letters of Credit) outstanding on such date and (ii) the Letter of Credit Liability on such date.

“Aggregate Reduction” has the meaning provided in Section 1.3.

“Agreement” means this Credit and Security Agreement, as it may be amended or modified and in effect from time to time.

“Allocation Limit” has the meaning provided in Section 1.1(a).

“Alternate Base Rate” means for any day, the rate per annum equal to the higher as of such day of (i) the Prime Rate, or (ii) one-half of one percent (0.50%) above the Federal Funds Rate. For purposes of determining the Alternate Base Rate for any day, changes in the Prime Rate or the Federal Funds Rate shall be effective on the date of each such change. In addition, the Alternate Base Rate shall be rounded, if necessary, to the next higher 1/16 of 1%.

“Alternate Base Rate Loan” means a Loan which bears interest at the Alternate Base Rate or the Default Rate.

“Applicable Percentage” has the meaning provided in the Fee Letter.

“Approved Obligor Jurisdiction”means any country which is a member of the Organization for Economic Cooperation and Development, excluding any country (a) whose Governmental Authority (i) shall have admitted in writing its inability to pay its debts as the same become due, (ii) shall have declared a moratorium on the payment of its debts or the debts of any Governmental Authority of such country or (iii) shall have ceased to be a member of the International Monetary Fund or ceased to be eligible to use the resources of the International Monetary Fund or (b) with respect to which the U.S. shall have imposed economic sanctions.

“Assignment Agreement” has the meaning provided in Section 12.1(b).

“Auto Extension Letter of Credit” has the meaning specified in Section 1.7(b)(ii).

“Authorized Officer” means, with respect to any Person, its president, corporate controller, treasurer or chief financial officer.

“Bankruptcy Code” means the Bankruptcy Code of 1978, as amended and in effect from time to time (11 U.S.C. § 101 et seq.) and any successor statute thereto.

“Borrower” has the meaning provided in the preamble to this Agreement.

“Borrowing Base” means, on any date of determination, the Net Pool Balance as of the last day of the period covered by the most recent Monthly Report, minus the Required Reserve as of the last day of the period covered by the most recent Monthly Report, and minus Deemed Collections that have occurred since the most recent Cut-Off Date to the extent that such Deemed Collections exceed the Dilution Reserve.

“Borrowing Date” means a Business Day on which an Advance is made hereunder.

“Borrowing Limit” has the meaning provided in Section 1.1(a)(i).

“Borrowing Notice” has the meaning provided in Section 1.2.

“Broken Funding Costs” means for any CP Rate Loan or LIBO Rate Loan which: (a) in the case of a CP Rate Loan, has its principal reduced without compliance by Borrower with the notice requirements hereunder, (b) in the case of a CP Rate Loan or a LIBO Rate Loan, does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice, (c) in the case of a CP Rate Loan, is assigned under the applicable Liquidity Agreement or (d) in the case of a LIBO Rate Loan, is terminated or reduced prior to the last day of its Interest Period, whether voluntarily or due to the occurrence of the Commitment Termination Date, an amount equal to the excess, if any, of (i) the CP Costs or Interest (as applicable) that would have accrued during the remainder of the Interest Periods or the tranche periods for Commercial Paper determined by the Administrative Agent to relate to such Loan (as applicable) subsequent to the date of such reduction, assignment or termination (or in respect of clause (b) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the principal of such Loan if such reduction, assignment or termination had not occurred or such Reduction Notice had not been delivered, over (ii) the sum of (x) to the extent all or a portion of such principal is allocated to another Loan, the amount of CP Costs or Interest actually accrued during the remainder of such period on such principal for the new Loan, and (y) to the extent such principal is not allocated to another Loan, the income, if any, actually received during the remainder of such period by the holder of such Loan from investing the portion of such principal not so allocated. In the event that the amount referred to in clause (ii) exceeds the amount referred to in clause (i), the relevant Lender or Lenders agree to pay to Borrower the amount of such excess.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York, New York or The Depositary Trust Company of New York is open for business and, if the applicable Business Day relates to any determination of a LIBO Rate, on which dealings are carried on in the London interbank market.

“Calculation Period” means each fiscal calendar month of Smithfield or portion thereof which elapses during the term of the Agreement. The first Calculation Period shall commence on the date of the initial Advance hereunder and the final Calculation Period shall terminate on the Final Payout Date.

“Cash Collateralize” has the meaning specified in Section 1.7(g)(i).

“Change of Control” has the meaning provided in the Receivables Sale Agreement.

“Co-Agent” means with respect to each Lender, the agent appointed to act on behalf of such Lender in the applicable Lender Supplement.

“Collateral” has the meaning provided in Section 13.1.

“Collection Account” has the meaning provided in the Receivables Sale Agreement.

“Collection Account Agreement” has the meaning provided in the Receivables Sale Agreement.

“Collection Bank” has the meaning provided in the Receivables Sale Agreement.

“Collection Notice” means a notice from the Administrative Agent to a Collection Bank in the form attached to each Collection Account Agreement.

“Collections” has the meaning provided in the Receivables Sale Agreement.

“Commencement Date” has the meaning provided in the Receivables Sale Agreement.

“Commercial Paper” means promissory notes of any Conduit issued by such Conduit, in each case,

in the commercial paper market.

“Commitment” means, for each Committed Lender, the commitment of such Committed Lender to make (i) in the case of an Unaffiliated Committed Lender, its Percentage of Loans to Borrower hereunder or (ii) in the case of a Committed Lender in a Conduit Group, its Pro Rata Share of such Conduit Group’s Percentage of Loans to Borrower hereunder in the event the applicable Conduit elects not to fund any Advance, in either case, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Committed Lender’s name on Schedule A to this Agreement.

“Commitment Termination Date” means the earliest to occur of (i) the day on which any of the conditions precedent set forth in Section 6.2 (other than Section 6.2(d)(ii)(B)) are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Event of Default described in Section 9.1(j), (iii) the Business Day specified in a written notice from the Administrative Agent following the occurrence of any other Event of Default, and (iv) the date which is ten (10) Business Days after the Administrative Agent’s receipt of written notice from the Borrower that it wishes to terminate the facility evidenced by this Agreement.

“Committed Lenders” means (i) each Unaffiliated Committed Lender and (ii) with respect to each Conduit Group, the banks or other financial institutions and their respective successors and permitted assigns under each Conduit Group’s Liquidity Agreement.

“Conduit” means any Lender that is designated as the Conduit in the Lender Supplement or in the Assignment Agreement pursuant to which it became a party to this Agreement, and any assignee of such Lender to the extent of the portion of such Percentage assumed by such assignee pursuant to its respective Assignment Agreement.

“Conduit Group” means, collectively, (i) a Conduit or Conduits, as the case may be, (ii) the Committed Lenders with respect to such Conduit or Conduits and (iii) the applicable Co-Agent for such Conduit or Conduits.

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or application for a letter of credit.

“Contract” has the meaning provided in the Receivables Sale Agreement.

“CP Costs” means:

(a)    for a Pool Funded Conduit, for each day, the sum of, without duplication, (i) discount or interest accrued on such Conduit’s Pooled Commercial Paper at the applicable CP Rate on such day, plus (ii) any and all accrued commissions in respect of its placement agents and its Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Conduit’s Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase or financing facilities which are funded by such Conduit’s Pooled Commercial Paper for such day, minus (iv) any accrual of income net of expenses received by or on behalf of such Conduit on such day from investment of collections received under all receivable purchase or financing facilities funded substantially with such Conduit’s Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect of such Conduit’s Broken Funding Costs related to the prepayment of any investment of such

Conduit pursuant to the terms of any receivable purchase or financing facilities funded substantially with its Pooled Commercial Paper. In addition to the foregoing costs, if Borrower (or the Servicer, on Borrower’s behalf) shall request any Advance during any period of time determined by a Co-Agent in its sole discretion to result in incrementally higher CP Costs applicable to its Conduit’s Loan included in such Advance, the principal associated with any such Loan of such Conduit shall, during such period, be deemed to be funded by such Conduit in a special pool (which may include capital associated with other receivable purchase or financing facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such principal; and

(b)    for a Conduit that is not a Pool Funded Conduit, for each day, the sum of (x) discount or interest accrued on its Related Commercial Paper at the applicable CP Rate on such day, plus (y) any and all accrued commissions and fees of placement agents, dealers and issuing and paying agents incurred in respect of such Related Commercial Paper for such day, plus (z) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by Pooled Commercial Paper for such day.

“CP Rate” means, for any CP Tranche Period of any Conduit,

(a)    for any CP Rate Loans funded by a Pool Funded Conduit, a rate per annum that, when applied to the outstanding principal balance of such CP Rate Loans for the actual number of days elapsed in such CP Tranche Period, would result in an amount of accrued interest equivalent to such Conduit’s CP Costs for such CP Tranche Period; and

(b)    for any CP Rate Loans funded by a Conduit that is not a Pool Funded Conduit, a rate per annum equal to the sum of (i) the rate or, if more than one rate, the weighted average of the rates, determined by converting to an interest-bearing equivalent rate per annum the discount rate (or rates) at which such Conduit’s Related Commercial Paper outstanding during such CP Tranche Period has been or may be sold by any placement agent or commercial paper dealer selected by such Conduit’s Co-Agent, plus (ii) the commissions and charges charged by such placement agent or commercial paper dealer with respect to such Related Commercial Paper, expressed as a percentage of the face amount thereof and converted to an interest-bearing equivalent rate per annum.

“CP Rate Loan” means, for each Loan of a Conduit prior to the time, if any, when (i) it is refinanced with a Liquidity Funding pursuant to the Liquidity Agreement, or (ii) the occurrence of an Event of Default and the commencement of the accrual of Interest thereon at the Default Rate.

“CP Tranche Period” means with respect to any Loan of any Conduit that is not funded with Pooled Commercial Paper, a period of days from 1 Business Day up to the number of days (not to exceed 60 days) necessary to extend such period to include the next Settlement Date, commencing on a Business Day, which period is either (i) requested by Borrower and agreed to by such Conduit or such Conduit’s Co-Agent or (ii) in the absence of such request and agreement, selected by such Conduit or such Conduit’s Co-Agent (it being understood that the goal shall be to select a period which ends on or as close to the next Settlement Date as possible).

“Credit and Collection Policy” has the meaning provided in the Receivables Sale Agreement.

“Cut-Off Date” means the last day of a Calculation Period.

“Days Sales Outstanding” means, as of any day, an amount equal to the product of (x) 91, multiplied by (y) the amount obtained by dividing (i) the aggregate outstanding balance of Receivables as of the most

recent Cut-Off Date, by (ii) the aggregate amount of Receivables created during the three (3) Calculation Periods including and immediately preceding such Cut-Off Date.

“Debt” has the meaning provided in the Receivables Sale Agreement.

“Deemed Collections” means Collections deemed received by Borrower under Section 1.4(a).

“Default Horizon Ratio” means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the aggregate Outstanding Balance of Receivables created during the three (3) Calculation Periods ending on such Cut-Off Date, by (ii) the Outstanding Balance of all Eligible Receivables as of such Cut-Off Date.

“Default Rate” means a rate per annum equal to the sum of (i) the Prime Rate plus (ii) 2.00%, changing when and as the Prime Rate changes; provided, however, that such Default Rate shall not at any time exceed the maximum rate permitted by applicable law.

“Default Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (x) the total amount of Receivables which became Defaulted Receivables during the Calculation Period that includes such Cut-Off Date, by (y) the aggregate Outstanding Balance of Receivables created during the Calculation Period occurring three (3) months prior to the Calculation Period ending on such Cut-Off Date.

“Defaulted Receivable” means a Receivable: (i) as to which the Obligor thereof has suffered an Event of Bankruptcy; (ii) which, consistent with the Credit and Collection Policy, would be written off Borrower’s books as uncollectible; or (iii) as to which any payment, or part thereof, remains unpaid for 91 days or more from the original invoice date for such payment.

“Defaulting Lender” means (a) any Committed Lender that (i) has failed to perform any of its funding obligations hereunder within one Business Day of the date required to be funded by it hereunder (other than failures to fund solely as a result of (A) a bona fide dispute as to whether the conditions to borrowing were satisfied on the relevant Advance date, but only for such time as such Committed Lender is continuing to engage in good faith discussions regarding the determination or resolution of such dispute, (B) a failure to disburse due to an administrative error or omission by such Committed Lender, or (C) a failure to disburse due to force majeure, computer malfunctions, interruption or communication facilities, labor difficulties or other causes, in each case to the extent beyond such Committed Lender’s reasonable control), (ii) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations under this Agreement, or (iii) has failed to confirm in writing that it intends to comply with its funding obligation under this Agreement, by the date requested by the Administrative Agent in writing following the Administrative Agent’s determination that it has a reasonable basis to believe that such Committed Lender will not comply with its funding obligations under this Agreement, (b) any Committed Lender that is the subject of an Event of Bankruptcy or (c) any assignee of a Defaulting Lender under applicable law as contemplated in the last sentence of Section 12.1(c)(v).

“Defaulting Lender Excess” means, with respect to any Defaulting Lender at any time, the excess, if any, at such time of (i) an amount equal to such Defaulting Lender’s Percentage multiplied by the Aggregate Principal (calculated as if any other Defaulting Lenders had funded all of their respective Loans) over (ii) the aggregate principal amount of all Loans made by such Defaulting Lender.

“Defaulting Lender Group” means any Conduit Group that includes a Defaulting Lender.

“Delinquency Ratio” means, at any time, a percentage equal to (i) the aggregate Outstanding Balance

of all Receivables that were Delinquent Receivables at such time divided by (ii) the aggregate Outstanding Balance of all Eligible Receivables at such time.

“Delinquent Receivable” means a Receivable, (i) as to which any payment, or part thereof, remains unpaid for 61 days or more from the original invoice date for such payment and (ii) which is not a Defaulted Receivable.

“Dilution” means the amount of any reduction or cancellation of the Outstanding Balance of a Receivable as described in Section 1.4(a).

“Dilution Horizon Ratio” means, as of any Cut-Off Date, a ratio (expressed as a decimal), computed by dividing (i) the aggregate sales generated by the Originators during the Calculation Period ending on such Cut-Off Date, by (ii) the aggregate Outstanding Balance of all Eligible Receivables as of such Cut-Off Date.

“Dilution Ratio” means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) the total amount of decreases in Outstanding Balances due to Dilutions (other than cash discounts), which included returns, adjustments, rebates, discounts or retropricing during the Calculation Period ending on such Cut-Off Date, by (ii) the aggregate Outstanding Balance of Receivables created during the Calculation Period ending on such Cut-Off Date.

“Dilution Reserve” means, for any Calculation Period, the product (expressed as a percentage) of:

(a)    the sum of (i) 2.00 times the Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date, plus (ii) the Dilution Volatility Component as of the immediately preceding Cut-Off Date, times

(b)    the Dilution Horizon Ratio as of the immediately preceding Cut-Off Date.

“Dilution Volatility Component” means the product (expressed as a percentage) of (i) the difference between (a) the highest Dilution Ratio over the past 12 Calculation Periods and (b) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which is equal to the amount calculated in (i)(b) of this definition.

“Dollars” and the sign “$” means lawful currency of the United States of America.

“Effective Date” has the meaning provided in the Receivables Sale Agreement.

“Eligible Assignee” means a commercial bank having a combined capital and surplus of at least $250,000,000 with a rating of its (or its parent holding company’s) short-term securities equal to or higher than (i) A-1 by S&P and (ii) P-1 by Moody’s.

“Eligible Government Receivable” means an Eligible Receivable that is a Government Receivable.

“Eligible Receivable” means, at any time, a Receivable:

(a)    the Obligor of which (i) is not an Affiliate of any of the parties hereto, (ii) is not an individual, (iii) is not a government or a governmental subdivision or agency if the addition of such Receivable shall cause the Government Receivable Excess to be greater than zero, (iv) is not insolvent or has not entered into any insolvency proceedings and (v) is a resident of an Approved Obligor Jurisdiction,

(b)    (i) which by its terms is due and payable not greater than 30 days from the original invoice date thereof and (ii) which is not a Delinquent Receivable,

(c)    which is not owing from an Obligor (together with any affiliated Obligors) as to which more than 50% of the aggregate Outstanding Balance of all Receivables owing from such Obligor (together with any affiliated Obligors) are Delinquent Receivables,

(d)    which is an “account” within the meaning of Article 9 of the UCC of all applicable jurisdictions,

(e)    which is denominated and payable only in any Limited Approved Currency,

(f)    which arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms subject to no offset, counterclaim or other defense,

(g)    which arises under a Contract which (A) (i) does not require the Obligor under such Contract to consent to the transfer, sale, pledge or assignment of the rights and duties of the applicable Originator or any of its assignees under such Contract or (ii) for which consent to the transfer, sale, pledge or assignment of the rights and duties of the applicable Originator or any of its assignees under such Contract has been obtained from the Obligor under such Contract (B) does not contain a confidentiality provision that purports to restrict the ability of any Lender to exercise its rights under this Agreement, including, without limitation, its right to review the Contract,

(i)    which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the applicable Originator,

(j)    which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation,

(k)    which satisfies all applicable requirements of the Credit and Collection Policy,

(l)    which was generated in the ordinary course of the applicable Originator’s business,

(m)    which (i) arises solely from the sale of goods or the provision of services to the related Obligor by the applicable Originator, and not by any other Person (in whole or in part) and (ii) does not constitute sales tax, finance charges, service charges or similar charges (other than GST or VAT) (it being understood that only the portion of such Receivable so constituted shall not be eligible),

(n)    which is not subject to any dispute, counterclaim, right of rescission, set-off, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against the applicable Originator or any other Adverse Claim, and the Obligor thereon holds no right as against such Originator to cause such Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract),

(o)    as to which the applicable Originator has satisfied and fully performed all Obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor,

(p)    as to which each of the representations and warranties contained in Sections 5.1(i), (j), (r), (s), (t) and (u) is true and correct,

(q)    all right, title and interest to and in which has been validly transferred by the applicable Originator directly to Borrower under and in accordance with the Receivables Sale Agreement, and Borrower has good and marketable title thereto free and clear of any Adverse Claim, and

(r)    which is not originated on a “billed but not shipped,” “bill and hold,” “guaranteed sale,” “sale and return,” “sale on approval,” “progress billed,” “consignment” or similar basis.

“Equity Interests” has the meaning provided in the Receivables Sale Agreement.

“ERISA” has the meaning provided in the Receivables Sale Agreement.

“ERISA Affiliate” has the meaning provided in the Receivables Sale Agreement.

“ERISA Event” means (a) any Reportable Event; (b) the existence with respect to any Plan of a non-exempt Prohibited Transaction; (c) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Tax Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (d) the filing pursuant to Section 412 of the Tax Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 430(j) of the Tax Code with respect to any Plan, or the failure by any Loan Party or any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan; (e) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, including but not limited to the imposition of any lien in favor of the PBGC or any Plan; (f) a determination that any Plan is, or is expected to be, in "at risk" status (within the meaning of Section 430 of the Tax Code or Title IV of ERISA); (g) the receipt by any Loan Party or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (h) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (i) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA), Reorganization, or in endangered or critical status (within the meaning of Section 432 of the Tax Code or Section 305 or Title IV of ERISA).

“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if either:

(a)    a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(b)    such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee (other than a trustee under a deed of trust, indenture or similar instrument), custodian, sequestrator (or other similar official) for, such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall be adjudicated insolvent, or admit in writing its inability to pay its debts

generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing.

“Event of Default” has the meaning specified in Article IX.

“Excluded Originator” has the meaning provided in the Receivables Sale Agreement.

“Excluded Receivable” has the meaning provided in the Receivables Sale Agreement.

“Excluded Taxes” has the meaning provided in Section 10.1(c).

“Executive Officer” has the meaning provided in the Receivables Sale Agreement.

“Facility Account” means Borrower’s account no. 4427176102.

“Facility Termination Date” means the earliest to occur of (i) the Scheduled Termination Date and (ii) the Commitment Termination Date.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum for each day during such period equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:30 a.m. (New York City time) for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means that certain Fee Letter dated as of June 9, 2011 among Performance Guarantor, the Borrower and the Agents, as it may be amended or modified and in effect from time to time.

“Final Payout Date” means the date on which all Obligations have been paid in full and the Aggregate Commitment has been terminated.

“Finance Charges” has the meaning provided in the Receivables Sale Agreement.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Receivable” means any Receivable denominated and payable in United States Dollars, the Obligor of which is organized under the laws of, or has its chief executive office in, any jurisdiction other than the United States (or any political subdivision thereof).

“Foreign Receivable Excess” means the amount, if any, by which the aggregate Outstanding Balance of all Foreign Receivables exceeds 5.0% of the Outstanding Balance of all Eligible Receivables; provided however, that in no event shall the aggregate Outstanding Balance of all Foreign Receivables owed by Obligors located in any one jurisdiction (other than the United States) exceed 3.0%.

“Funding Agreement” means (i) this Agreement, (ii) the Liquidity Agreement and (iii) any other agreement or instrument executed by any Funding Source with or for the benefit of a Conduit.

“Funding Source” means (i) each Committed Lender and (ii) any insurance company, bank or other

funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to a Conduit.

“GAAP” means generally accepted accounting principles in effect in the United States of America as of the date of this Agreement.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Government Receivable” means any Receivable, the Obligor of which is a government or governmental subdivision or agency of the United States (or any political subdivision thereof).

“Government Receivable Excess” means (i) prior to a Ratings Trigger Event, the amount, if any, by which the aggregate Outstanding Balance of all Government Receivables exceeds 2.5% of the Outstanding Balance of all Eligible Receivables or (ii) after a Ratings Trigger Event, the amount, if any, by which the aggregate Outstanding Balance of all Government Receivables exceeds 0.0% of the Outstanding Balance of all Eligible Receivables.

“Honor Date” has the meaning specified in Section 1.7(c).

“Indemnified Amounts” has the meaning specified in Section 10.1.

“Indemnified Party” has the meaning specified in Section 10.1.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Independent Director” means a director of Borrower who (A) is not at the time of initial appointment or at any time during the continuation of his or her appointment as an Independent Director and has not been at any time during the five (5) years preceding such appointment: (i) an equity holder, director (other than an Independent Director), officer, employee, member, manager, attorney or partner of Borrower or any of its Affiliates; (ii) a customer, supplier or other Person who derives more than 1% of its purchases or revenues from its activities with Borrower or any of its Affiliates; (iii) a Person or other entity controlling or under common control with any such equity holder, partner, member, customer, supplier or other Person; (iv) a member of the immediate family of any such equity holder, director, officer, employee, member, manager, partner, customer, supplier or other person; or (v) a trustee in bankruptcy for Borrower or any of its Affiliates and (B) has, (i) prior experience as an Independent Director for a corporation or limited liability company whose charter documents required the unanimous consent of all “independent directors” thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, Global Securitization Services, LLC, National Registered Agents, Inc., Wilmington Trust Company, Lord Securities Corporation or, if none of those companies is then providing professional “independent directors”, another nationally recognized company reasonably approved by the Administrative Agent. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise.

“Initial Purchased Assets” has the meaning provided in the Receivables Sale Agreement.

“Intercreditor Agreement” means that certain Amended and Restated Intecreditor Agreement,

dated as of June 9, 2011, among Rabobank, as administrative agent for the ABL Secured Parties (as defined therein), U.S. Bank National Association, as collateral agent for the Term Debt Secured Parties (as defined therein), Rabobank, as Administrative Agent, the Borrower and each of the Loan Parties (as defined therein) party hereto.

“Interest” means for each respective Interest Period relating to Loans of the Committed Lenders, an amount equal to the product of the applicable Interest Rate for each Loan multiplied by the principal of such Loan for each day elapsed during such Interest Period, annualized (a) in the case of an Interest Period for the LIBOR Rate, on a 360-day basis and (b) in the case of an Interest Period for the Alternate Base Rate or the Adjusted Federal Funds Rate, on a 365-day (or 366-day, when appropriate) basis.

“Interest Period” means, with respect to any Loan held by a Committed Lender:

(a)    if Interest for such Loan is calculated on the basis of the LIBO Rate, a period of one, two, three or six months, or such other period as may be mutually agreeable to the applicable Co-Agent and Borrower, commencing on a Business Day selected by Borrower or such Co-Agent pursuant to this Agreement. Such Interest Period shall end on the day in the applicable succeeding calendar month which corresponds numerically to the beginning day of such Interest Period; provided, however, that if there is no such numerically corresponding day in such succeeding month, such Interest Period shall end on the last Business Day of such succeeding month; or

(b)    if Interest for such Loan is calculated on the basis of the Alternate Base Rate or the Adjusted Federal Funds Rate, a period commencing on a Business Day selected by Borrower and agreed to by the applicable Co-Agent; provided that no such period shall exceed one month.

If any Interest Period would end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day; provided, however, that in the case of Interest Periods corresponding to the LIBO Rate, if such next succeeding Business Day falls in a new month, such Interest Period shall end on the immediately preceding Business Day. In the case of any Interest Period for any Loan which commences before the Commitment Termination Date and would otherwise end on a date occurring after the Commitment Termination Date, such Interest Period shall end on the Commitment Termination Date. The duration of each Interest Period which commences after the Commitment Termination Date shall be of such duration as selected by the applicable Co-Agent.

“Interest Rate” means, with respect to each Loan of the Committed Lenders, the LIBO Rate, the Adjusted Federal Funds Rate, the Alternate Base Rate or the Default Rate, as applicable.

“Interest and Servicing Reserve” means, for any Calculation Period, the sum (expressed as a percentage) of (i) the product of (a) a fraction the numerator of which is the average Days Sales Outstanding for the most recent three (3) Calculation Periods and the denominator of which is 360 and (b) the Alternate Base Rate as of the immediately preceding Cut-Off Date plus the Applicable Percentage as of such Cut-Off Date and (ii) the product of (a) the Servicing Fee Rate times (b) a fraction of the numerator of which is the average Days Sales Outstanding for the most recent three (3) Calculation Periods and the denominator of which is 360.

“Initial Contributed Assets” has the meaning provided in the Receivables Sale Agreement.    

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Fee Letter” means that certain Fee Letter dated as of June 9, 2011 among Letter of Credit Issuer and the Borrower, as it may be amended or modified and in effect from time to time.

“L/C Funding” means a drawing under any Letter of Credit to the extent such drawing has not been reimbursed by the Borrower or refinanced through an Advance.

“L/C Participation Funding” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Funding pursuant to Section 1.7(c)(iii) hereof; provided, that any payment by a Lender under Section 1.7(g) to Cash Collateralize any Letter of Credit shall be deemed to be a L/C Participation Funding.

“Lender” means each Conduit, each Committed Lender and the Letter of Credit Issuer.

“Lender Supplement” means, with respect to any Lender, the information set forth in Schedule C to this Agreement in respect of such Lender, as it may be amended or otherwise modified from time to time by such Lender or the Lenders named therein.

“Letter of Credit” means a standby letter of credit issued in Dollars by the Letter of Credit Issuer pursuant to Section 1.7 either as originally issued or as the same may, from time to time, be amended or otherwise modified or extended.

“Letter of Credit Application” means an application and agreement for standby letter of credit by and between the Borrower and the Letter of Credit Issuer in a form acceptable to the Letter of Credit Issuer (and customarily used by it in similar circumstances) and conformed to the terms of this Agreement, either as originally executed or as it may from time to time be supplemented, modified, amended, renewed, or extended; provided, however, to the extent that the terms of such Letter of Credit Application are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

“Letter of Credit Expiration Date” means the day that is the earlier of (i) the thirty (30) days prior to the Scheduled Termination Date then in effect (or, if such day is not a Business Day, the next preceding Business Day) or (ii) the Commitment Termination Date.

“Letter of Credit Fees” has the meaning specified in Section 1.8.

“Letter of Credit Issuer” means Rabobank in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“Letter of Credit Liability” means, at any time, the aggregate undrawn face amount of all outstanding Letters of Credit at such time plus the amount of L/C Fundings then outstanding at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be deemed to mean the maximum face amount in Dollars of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit, whether or not such maximum face amount is in effect at such time.

“LIBO Rate” means, for any Interest Period, the rate per annum determined on the basis of the offered

rate for deposits in U.S. dollars of amounts equal or comparable to the principal amount of the related Loan offered for a term comparable to such Interest Period, which rates appear on a Bloomberg L.P. terminal, displayed under the address “US0001M <Index> Q <Go>“ effective as of 11:00 A.M., London time, two Business Days prior to the first day of such Interest Period; provided that if no such offered rates appear on such page, the LIBO Rate for such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two major banks in New York, New York, selected by the Administrative Agent, at approximately 10:00 a.m.(New York City time), two Business Days prior to the first day of such Interest Period, for deposits in U.S. dollars offered by leading European banks for a period comparable to such Interest Period in an amount comparable to the principal amount of such Loan, divided by one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against the Administrative Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Interest Period. The LIBO Rate shall be rounded, if necessary, to the next higher 1/16 of 1%.

“LIBO Rate Loan” means a Loan which bears interest at the LIBO Rate.

“Limited Approved Currency”means Dollars.

“Liquidity Agreement” means the liquidity asset purchase agreement between the Conduit of any Conduit Group and the Committed Lenders of such Conduit Group.

“Liquidity Commitment” means, as to each Committed Lender in any Conduit Group, its commitment to such Conduit Group’s Conduit under the Liquidity Agreements, (which shall equal 102% of such Conduit Group’s Percentage of the Aggregate Commitment hereunder).

“Liquidity Funding” means (a) a purchase made by any Committed Lender pursuant to its Liquidity Commitment of all or any portion of, or any undivided interest in, an applicable Conduit’s Loans, or (b) any Loan made by a Committed Lender in lieu of such Conduit pursuant to Section 1.1.

“Loan” means any loan made by a Lender to Borrower pursuant to this Agreement (including, without limitation, any Liquidity Funding). Each Loan shall either be a CP Rate Loan, an Alternate Base Rate Loan, and Adjusted Federal Funds Rate Loan or a LIBO Rate Loan, selected in accordance with the terms of this Agreement.

“Loan Parties” has the meaning provided in the preamble to this Agreement.

“Lock-Box” has the meaning provided in the Receivables Sale Agreement.

“Loss Reserve” means, for any Calculation Period, the product (expressed as a percentage) of (a) 2.00, times (b) the highest three-month rolling average Default Ratio during the 12 Calculation Periods ending on the immediately preceding Cut-Off Date, times (c) the Default Horizon Ratio as of the immediately preceding Cut-Off Date.

“Market Spread” means, on any date of determination, the positive difference between the Federal Funds Rate on such date of determination, and the 1-month LIBO Rate effective as of 11:00 A.M., London time, on such date of determination (and not as in effect two Business Days prior thereto).

“Material Adverse Effect” means (i) any material adverse effect on the business, assets, operations, property or condition, financial or otherwise of the Performance Guarantor and its Restricted Subsidiaries, taken as a whole, (ii) any material adverse effect on the abilities of the Loan Parties, taken as a whole, to

perform their obligations under the Transaction Documents to which they are a party, (iii) any material adverse effect on the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) any material adverse effect on the Administrative Agent’s interest (on behalf of itself and the Secured Parties) in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, (v) any material adverse effect on the collectability of the Receivables generally or of any material portion of the Receivables and (vi) material adverse effect on the rights of or benefits available to the Administrative Agent, the Letter of Credit Issuer, Co-Agents or the Lenders.

“Monthly Report” means a report, in substantially the form of Exhibit VI hereto (appropriately completed), furnished by the Servicer to the Administrative Agent pursuant to Section 8.5.

“Monthly Reporting Date” means, with respect to any fiscal month of Borrower ending after the Commencement Date, the eighteenth (18^th) Business Day following the end of such fiscal month.

“Moody’s” means Moody’s Investors Service, Inc. and any successors thereto.

“Multiemployer Plan” means a multiemployer benefit plan as defined in Section 4001(a)(3) of ERISA.

“Net Pool Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by the sum of (i) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Obligor Concentration Limit for such Obligor, (ii) the Foreign Receivable Excess, (iii) the PASA Reserve Amount, and (iv) the Volume Rebate Accrual Amount.

“Non-Extension Notice Date” has the meaning specified in Section 1.7(b)(ii).

“Non-Material Subsidiary” has the meaning provided in the Parent Credit Agreement.

“Obligations” means, at any time, any and all obligations of either of the Loan Parties to any of the Secured Parties arising under or in connection with the Transaction Documents, whether now existing or hereafter arising, due or accrued, absolute or contingent, including, without limitation, obligations in respect of Aggregate Principal, CP Costs, Interest, fees under the Fee Letter, L/C Fee Letter, Broken Funding Costs and Indemnified Amounts.

“Obligor” has the meaning provided in the Receivables Sale Agreement.

“Obligor Concentration Limit” means, at any time, in relation to the aggregate Outstanding Balance of Receivables owed by any single Obligor and its Affiliates (if any), the applicable concentration limit set forth below for Obligors who have short term unsecured debt ratings currently assigned to them by S&P and Moody’s (or in the absence thereof, the long term unsecured senior debt ratings set forth below):

Short Term Rating (S&P/Moody’s)	Long Term Rating (S&P/Moody’s)	Maximum Allowable % of Eligible Receivables
A-1/P-1 or higher	AA- to A+/ Aa3 to A1 or higher	13%
A-2/P-2	A to BBB / A2 to Baa2	6.5%
A-3 or lower / P-3 or lower (Non-Investment Grade)	BBB- or lower / Baa3 or lower (Non-Investment Grade)	3%

; provided, however, that (a) if any Obligor has a split short term rating by S&P and Moody’s or a split long term rating by S&P and Moody’s, the applicable short term rating or long term rating, as applicable, will be the lower of the two, (b) if any Obligor is not rated by either S&P or Moody’s, the applicable Obligor Concentration Limit shall be the one set forth in the last line of the table above, and (c) subject to satisfaction

of the Rating Agency Condition and/or an increase in the percentage set forth in clause (a)(i) of the definition of “Required Reserve”, upon Borrower’s request from time to time, the Administrative Agent may agree to a higher percentage of Eligible Receivables for a particular Obligor and its Affiliates (each such higher percentage, a “Special Concentration Limit”), it being understood that any Special Concentration Limit may be cancelled by the Administrative Agent upon not less than five (5) Business Days’ written notice to the Loan Parties. Notwithstanding anything to the contrary contained herein, a Special Concentration Limit of (i) 10.00% shall apply with respect to Receivables owed by to The Kroger Co.; provided that The Kroger Co. maintains a short term of rating A-2 or higher by S&P and P-2 or higher by Moody’s and a long term rating of BBB or higher by S&P and Baa2 or higher by Moody’s, as applicable, and (ii) 4.00% shall apply with respect to Receivables owed by U.S. Foodservice Inc.

“OFAC”means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Originator” has the meaning provided in the Receivables Sale Agreement, and such term excludes, for the purposes of this Agreement, any Excluded Originator.

“Outstanding Balance” has the meaning provided in the Receivables Sale Agreement.

“Parent Credit Agreement” means that certain Credit Agreement, dated as of May 31, 2011, by and among Smithfield, Rabobank and the guarantors and lenders party thereto from time to time, as the same may be amended from time to time in accordance with the terms thereof.

“Participant” has the meaning provided in Section 12.2.

“PASA”means the Packers and Stockyards Act of 1921, as amended.

“PASA Reserve Amount” means (a) prior to a Ratings Trigger Event, (i) 0.50 times (ii) the amount of all outstanding trade payables of Smithfield and its Subsidiaries, which are entitled to the benefits of the trust created under the Packers and Stockyards Act of 1921, as amended; or (b) after a Ratings Trigger Event, the amount of all outstanding trade payables of Smithfield and its Subsidiaries, which are entitled to the benefits of the trust created under the Packers and Stockyards Act of 1921, as amended.

“Payment Account” means, with respect to each Co-Agent, the account designated by such Co-Agent for receipt of payments hereunder and identified on the Lender Supplement.

“PBGC” has the meaning provided in the Receivables Sale Agreement.

“Percentage” means for (i) each Conduit Group, the ratio (expressed as a percentage) of the aggregate Commitments of the Committed Lenders in such Conduit Group to the Aggregate Commitment and (ii) each Unaffiliated Committed Lender, the ratio (expressed as a percentage) of its Commitment to the Aggregate Commitment.

“Performance Guarantor” means Smithfield.

“Performance Undertaking” means that certain Performance Undertaking, dated as of June 9, 2011, by Performance Guarantor in favor of Borrower, substantially in the form of Exhibit VII, as the same may be amended, restated or otherwise modified from time to time.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Tax Code or Section 302 of ERISA, and in respect of which any Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 or Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pooled Commercial Paper” means, for each of the Pool Funded Conduits, the Commercial Paper of such Pool Funded Conduit subject to any particular pooling arrangement by such Conduit, but excluding Related Commercial Paper issued by any Pool Funded Conduit for a tenor and in an amount specifically requested by any Person with any agreement effected by such Pool Funded Conduit.

“Pool Funded Conduits” means, at any time, the Conduits that have notified the Loan Parties that they will be pool-funding their Loans.

“Prime Rate” means for each Lender, the rate of interest per annum publicly announced from time to time by its Co-Agent as its prime commercial lending rate or base rate in effect at its principal office for loans in the United States of America, with each change in the Prime Rate being effective on the date such change is publicly announced as effective (it being understood and agreed that the Prime Rate is a reference rate used by such Co-Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit by any Agent or Lender to any debtor).

“Prohibited Transaction” has the meaning assigned to such term in Section 406 of ERISA and Section 4975(f)(3) of the Tax Code.

“Pro Rata Share” means, with respect to each Conduit Group on any date of determination, the ratio which the Liquidity Commitment of a Committed Lender in such Conduit Group bears to the sum of the Liquidity Commitments of all Committed Lenders in such Conduit Group.

“Proposed Reduction Date” has the meaning provided in Section 1.3.

“Purchasing Lender” has the meaning provided in Section 12.1(b).

“Rabobank” has the meaning provided in the preamble to this Agreement.

“Rating Agency Condition” means, if applicable, that a Conduit has received written notice from S&P or Moody’s or any other rating agency then rating such Conduit’s Commercial Paper that the execution and delivery of, or an amendment, a change or a waiver of, this Agreement or the Receivables Sale Agreement will not result in a withdrawal or downgrade of the then current ratings on such Conduit’s Commercial Paper or, if applicable, the conditions required for post-closing review as described in a letter or letters from S&P or Moody’s or such other rating agency.

“Ratings Trigger Event” means, as of any date of determination, the lowering with regard to the Performance Guarantor of (i) S&P’s Corporate Credit Rating to below B-, or (ii) Moody’s Long Term Corporate Family Rating to below B3.

“Receivable” has the meaning provided in the Receivables Sale Agreement, and such term excludes, for the purposes of this Agreement, any Excluded Receivable.

“Receivables Sale Agreement” means that certain Receivables Sale Agreement, dated as of June 9, 2011, among Smithfield, SFFC, the Originators and the Borrower, as the same may be amended, restated or otherwise modified from time to time.

“Records” has the meaning provided in the Receivables Sale Agreement.

“Reduction Notice” has the meaning provided in Section 1.3.

“Register” has the meaning provided in Section 12.3.

“Regulatory Change” means any change after the date of this Agreement in United States (federal, state or municipal) or foreign laws, regulations (including Regulation D) or accounting principles or the adoption or making after such date of any interpretations, directives or requests of or under any United States (federal, state or municipal) or foreign laws, regulations (whether or not having the force of law) or accounting principles by any court, governmental or monetary authority, or accounting board or authority (whether or not part of government) charged with the establishment, interpretation or administration thereof. For the avoidance of doubt, any change in accounting standards or the issuance of any other pronouncement, release or interpretation (or revisions to the foregoing) that causes or requires the consolidation of all or a portion of the assets and liabilities of a Conduit or Borrower with the assets and liabilities of any Agent, any Committed Lender or any other Affected Entity shall constitute a Regulatory Change.

“Related Commercial Paper” means, for any period with respect to either Conduit, any Commercial Paper of such Conduit issued or deemed issued for purposes of financing or maintaining any Loan by such Conduit (including any discount, yield, or interest thereon) outstanding on any day during such period.

“Related Security” means, with respect to any Receivable: (i) all of Borrower’s interest in the Related Security (under and as defined in the Receivables Sale Agreement), (ii) all of Borrower’s right, title and interest in, to and under the Receivables Sale Agreement in respect of such Receivable, (iii) all of Borrower’s right, title and interest in, to and under the Performance Undertaking, and (iv) all proceeds of any of the foregoing.

“Reorganization” means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event” means any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Tax Code).

“Request for Letter of Credit” means any request substantially in the form of Exhibit VIII, containing the information specified therein, executed and delivered by the Borrower.

“Required Committed Lenders” means Committed Lenders holding in the aggregate more than fifty percent (50%) of the Aggregate Commitment

“Required Data” means ongoing information regarding the Collateral required to be provided by the Borrower or the Servicer to the Administrative Agent at the request of the Administrative Agent, including in connection with any Lender’s regulatory capital requirements.

“Required Notice Period” means two (2) Business Days.

“Required Reserve” means, on any day during a Calculation Period, the product of (a) the sum of (i) the greater of (x) the Required Reserve Factor Floor and (y) the sum of the Loss Reserve and the Dilution Reserve and (ii) the Interest and Servicing Reserve times (b) the Net Pool Balance as of the Cut-Off Date immediately preceding such Calculation Period.

“Required Reserve Factor Floor” means, for any Calculation Period, the sum (expressed as a

percentage) of (a) 13% plus (b) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off Date.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of Borrower now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of Borrower, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of Borrower now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined in the Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Borrower now or hereafter outstanding, and (v) any payment of management fees by Borrower (except for reasonable management fees to any Originator or its Affiliates in reimbursement of actual management services performed).

“Restricted Subsidiary”has the meaning provided in the Receivables Sale Agreement.

“S&P” means Standard and Poor’s Ratings Services, a Standard and Poor’s Financial Services LLC business and any successor thereto.

“Scheduled Termination Date” means June 9, 2014.

“Secured Parties” means the Indemnified Parties.

“Servicer” means at any time the Person (which may be the Administrative Agent) then authorized pursuant to Article VIII to service, administer and collect Receivables.

“Servicing Fee” means, for each day in a Calculation Period:

(a)    an amount equal to (i) the Servicing Fee Rate (or, at any time while Smithfield or one of its Affiliates is the Servicer, such lesser percentage as may be agreed between Borrower and the Servicer on an arms’ length basis based on then prevailing market terms for similar services), times (ii) the Outstanding Balance of all Receivables at the close of business on the Cut-Off Date immediately preceding such Calculation Period, times (iii) 1/360; or

(b)    on and after the Servicer’s reasonable request made at any time when Smithfield or one of its Affiliates is no longer acting as Servicer hereunder, an alternative amount specified by the successor Servicer not exceeding (i) 110% of such Servicer’s reasonable costs and expenses of performing its obligations under this Agreement during the preceding Calculation Period, divided by (ii) the number of days in the current Calculation Period.

“Servicing Fee Rate” means 1.0% per annum.

“Settlement Date” means (A) with respect to all Loans, the second (2^nd) Business Day after each Monthly Reporting Date, and (B) in addition, with respect to Loans of the Committed Lenders, the last day of the relevant Interest Period.

“Settlement Period” means the immediately preceding Calculation Period (or portion thereof).

“SFFC” means SFFC, Inc., a Delaware corporation.

“Smithfield” has the meaning provided in the preamble to this Agreement.

“Subordinated Lender” has the meaning provided in the Receivables Sale Agreement.

“Subordinated Loan” has the meaning provided in the Receivables Sale Agreement.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

“Tax Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” has the meaning provided in the Receivables Sale Agreement.

“Terminating Tranche” has the meaning provided in Section 4.3(b).

“Transaction Documents” means, collectively, this Agreement, each Borrowing Notice, the Receivables Sale Agreement, each Collection Account Agreement, the Performance Undertaking, any Letter of Credit, the Fee Letter, the L/C Fee Letter, the Intercreditor Agreement, each Subordinated Note (as defined in the Receivables Sale Agreement) and all other instruments, documents and agreements executed and delivered in connection herewith.

“UCC” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“Unaffiliated Committed Lender” means each Committed Lender that is not related to a Conduit Group.

“Unmatured Event of Default” means an event which, with the passage of time or the giving of notice, or both, would constitute an Event of Default.

“Unreimbursed Amount” has the meaning specified in Section 1.7(c).

“Unrestricted Subsidiary” has the meaning provided in the Receivables Sale Agreement.

“Volume Rebate” means, with respect to any Receivable, a rebate or refund as described in Section 1.4(a)(iii).

“Volume Rebate Accrual Amount” means, on any date of determination, the aggregate amount of all Volume Rebates that have accrued as of or on such date of determination.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Yield” means, the amounts described in Section 2.1.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

EXHIBIT II-A

FORM OF BORROWING NOTICE

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SMITHFIELD RECEIVABLES FUNDING LLC

BORROWING NOTICE

dated ______________, 20__

for Borrowing on ________________, 20__

[Applicable Co-Agent]

Attention: [________________]

Ladies and Gentlemen:

Reference is made to the Credit and Security Agreement dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Smithfield Receivables Funding LLC (“Borrower”), Smithfield Foods, Inc., as initial Servicer, the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Letter of Credit Issuer. Capitalized terms defined in the Credit Agreement are used herein with the same meanings.

1.    The [Servicer, on behalf of] Borrower hereby certifies, represents and warrants to the Agents and the Lenders that on and as of the Borrowing Date (as hereinafter defined):

(a)    all applicable conditions precedent set forth in Article VI of the Credit Agreement have been satisfied;

(b)    each of its representations and warranties contained in Section 5.1 of the Credit Agreement will be true and correct, in all material respects, as if made on and as of the Borrowing Date;

(c)    no event will have occurred and is continuing, or would result from the requested Purchase, that constitutes an Event of Default or Unmatured Event of Default;

(d)    the Facility Termination Date has not occurred; and

(e)    after giving effect to the Loans comprising the Advance requested below, the Aggregate Principal will not exceed the Borrowing Limit.

2.    The [Servicer, on behalf of] Borrower hereby requests that the Lenders make an Advance on ___________, 20__ (the “Borrowing Date”) as follows:

(a)    Aggregate Amount of Advance: $_____________

(i)    [Conduit Group]’s Percentage of Advance: $[___________________]

(ii)    [Unaffiliated Committed Lender]’s Percentage of Advance: $[___________________]

(b)    To the extent any portion of an Advance is funded by Committed Lenders, [Servicer on behalf

of] Borrower requests that the applicable Committed Lender(s) make [an Alternate Base Rate Loan] [an Adjusted Federal Funds Rate Loan] [that converts into] a LIBO Rate Loan with an Interest Period of _____ months on the third Business Day after the Borrowing Date).

3. Please disburse the proceeds of the Loans as follows:

(i)    [Conduit Group]: [Apply $________ to payment of principal and interest of existing Loans due on the Borrowing Date]. [Apply $______ to payment of fees due on the Borrowing Date]. [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state], ABA No. __________, Reference: ________].

(ii)    [Unaffiliated Committed Lender]: [Apply $________ to payment of principal and interest of existing Loans due on the Borrowing Date]. [Apply $______ to payment of fees due on the Borrowing Date]. [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state], ABA No. __________, Reference: ________].

IN WITNESS WHEREOF, the [Servicer, on behalf of] Borrower has caused this Borrowing Notice to be executed and delivered as of this ____ day of ___________, _____.

[SMITHFIELD FOODS, INC., as Servicer, on behalf of:]

[SMITHFIELD RECEIVABLES FUNDING LLC], as

Borrower

By:

Name:

Title:

EXHIBIT II-B

FORM OF REDUCTION NOTICE

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SMITHFIELD RECEIVABLES FUNDING LLC

REDUCTION NOTICE

dated ______________, 20__

for reduction to occur on ________________, 20__

[Applicable Co-Agent]

Attention: [________________]

Ladies and Gentlemen:

Reference is made to the Credit and Security Agreement dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Smithfield Receivables Funding LLC (“Borrower”), Smithfield Foods, Inc., as initial Servicer, the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Letter of Credit Issuer. Capitalized terms defined in the Credit Agreement are used herein with the same meanings.

You are hereby irrevocably notified that Borrower wishes to make an Aggregate Reduction in the amount of $_____________ on ___________, 20__ (the “Proposed Reduction Date”).

[______________]’s Percentage of such Aggregate Reduction will be $[_______________.]

The undersigned agrees and acknowledges that any payments to the Agents or the Lenders must be made by 12:00 p.m. (New York City time).

IN WITNESS WHEREOF, the [Servicer, on behalf of] Borrower has caused this Reduction Notice to be executed and delivered as of the date set forth above.

[SMITHFIELD FOODS, INC., as Servicer, on behalf of:]

[SMITHFIELD RECEIVABLES FUNDING LLC], as

Borrower

By:

Name:

Title:

EXHIBIT III-A

PLACES OF BUSINESS OF THE LOAN PARTIES AND PERFORMANCE GUARANTOR; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION NUMBER(S)

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:

SMITHFIELD FOODS, INC.

Place of Business: Virginia

Locations of Records: 200 Commerce Street, Smithfield, Virginia 23430

Federal Employer Identification Number:

Legal, Trade and Assumed Names: None.

Organizational Identification Number:

EXHIBIT IV

FORM OF COMPLIANCE CERTIFICATE

To:    Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Credit and Security Agreement dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Smithfield Receivables Funding LLC (“Borrower”), Smithfield Foods, Inc. (the “Servicer”), the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Letter of Credit Issuer.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.    I am the duly elected _________________ of Borrower.

2.    I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Performance Guarantor and its Subsidiaries during the accounting period covered by the attached financial statements.

3.    The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Unmatured Event of Default, as each such term is defined under the Credit Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth in paragraph 4 below].

[4.    Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event: ____________________]

The foregoing certifications are made and delivered as of ______________, 20__.

By:

Name:

Title:

EXHIBIT V

FORM OF ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is entered into as of the ___ day of ____________, ____, by and between _____________________ (“Assignor”) and __________________ (“Assignee”).

PRELIMINARY STATEMENTS

A.    This Assignment Agreement is being executed and delivered in accordance with Section 12.1(b) of that certain Credit and Security Agreement dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Smithfield Receivables Funding LLC, as Borrower, Smithfield Foods, Inc., as initial Servicer, the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Letter of Credit Issuer, and that applicable Liquidity Agreement. Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement.

B.    Assignor is a Committed Lender party to the Credit Agreement [and the Liquidity Agreement dated as of ________ by and among _____________ (the “Liquidity Agreement”)], and Assignee wishes to become a Committed Lender thereunder; and

C.    Assignor is selling and assigning to Assignee an undivided ____________% (the “Transferred Percentage”) interest in all of Assignor’s rights and obligations under the Transaction Documents [and the Liquidity Agreement], including, without limitation, Assignor’s Commitment[, Assignor’s Liquidity Commitment] and (if applicable) Assignor’s Loans as set forth herein.

AGREEMENT

The parties hereto hereby agree as follows:

1.    The sale, transfer and assignment effected by this Assignment Agreement shall become effective (the “Effective Date”) two (2) Business Days (or such other date selected by the Administrative Agent in its sole discretion) following the date on which a notice substantially in the form of Schedule II to this Assignment Agreement (“Effective Notice”) is delivered by the applicable Co-Agent to the Conduit in the Assignor’s Conduit Group, Assignor and Assignee. From and after the Effective Date, Assignee shall be a Committed Lender party to the Credit Agreement for all purposes thereof as if Assignee were an original party thereto and Assignee agrees to be bound by all of the terms and provisions contained therein.

2.    If Assignor has no outstanding principal under the Credit Agreement [or its Liquidity Agreement], on the Effective Date, Assignor shall be deemed to have hereby transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and the Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment [and Liquidity Commitment] and all rights and obligations associated therewith under the terms of the Credit Agreement [and its Liquidity Agreement], including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under the Credit Agreement [and its Liquidity Agreement].

3.    If Assignor has any outstanding principal under the Credit Agreement [and its Liquidity

Agreement], at or before 12:00 noon, local time of Assignor, on the Effective Date Assignee shall pay to Assignor, in immediately available funds, an amount equal to the sum of (i) the Transferred Percentage of the outstanding principal of Assignor’s Loans [and, without duplication, Assignor’s Percentage Interests (as defined in the Liquidity Agreement)] (such amount, being hereinafter referred to as the “Assignee’s Principal”); (ii) all accrued but unpaid (whether or not then due) Interest attributable to Assignee’s Principal; and (iii) accruing but unpaid fees and other costs and expenses payable in respect of Assignee’s Principal for the period commencing upon each date such unpaid amounts commence accruing, to and including the Effective Date (the “Assignee’s Acquisition Cost”); whereupon, Assignor shall be deemed to have sold, transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment, Liquidity Commitment, Loans (if applicable) [and Percentage Interests (if applicable)] and all related rights and obligations under the Transaction Documents [and its Liquidity Agreement], including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under the Credit Agreement [and its Liquidity Agreement].

4.    Concurrently with the execution and delivery hereof, Assignor will provide to Assignee copies of all documents requested by Assignee which were delivered to Assignor pursuant to the Credit Agreement [or its Liquidity Agreement].

5.    Each of the parties to this Assignment Agreement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment Agreement.

6.    By executing and delivering this Assignment Agreement, Assignor and Assignee confirm to and agree with each other, the Agents and the Committed Lenders as follows: (a) other than the representation and warranty that it has not created any Adverse Claim upon any interest being transferred hereunder, Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by any other Person in or in connection with any of the Transaction Documents [or its Liquidity Agreement] or the execution, legality, validity, enforceability, genuineness, sufficiency or value of Assignee, the Credit Agreement[, its Liquidity Agreement] or any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any Collateral; (b) Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower, any Obligor, any Affiliate of Borrower or the performance or observance by Borrower, any Obligor, any Affiliate of Borrower of any of their respective obligations under the Transaction Documents or any other instrument or document furnished pursuant thereto or in connection therewith; (c) Assignee confirms that it has received a copy of each of the Transaction Documents [and the Liquidity Agreement], and other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (d) Assignee will, independently and without reliance upon the Agents, Conduits, Borrower or any other Committed Lender or Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Transaction Documents [and the Liquidity Agreement]; (e) Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Transaction Documents [and the Liquidity Agreement] as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (f) Assignee agrees that it will perform in accordance with their terms all of the obligations which, by the terms of [its Liquidity Agreement,] the Credit Agreement and the other Transaction Documents, are required to be performed by it as a Committed Lender or, when applicable, as a Lender.

7.    Each party hereto represents and warrants to and agrees with the Administrative Agent that it is aware of and will comply with the provisions of the Credit Agreement, including, without limitation, Sections 14.5 and 14.6 thereof.

8.    Schedule I hereto sets forth the revised Commitment and Liquidity Commitment of Assignor and the Commitment and Liquidity Commitment of Assignee, as well as administrative information with respect to Assignee.

9.    THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

10.    Assignee hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all senior indebtedness for borrowed money of the Conduit in the Assignor’s Conduit Group, it will not institute against, or join any other Person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective duly authorized officers of the date hereof.

[ASSIGNOR]

By:

Title:

[ASSIGNEE]

By:

Title:

SCHEDULE I TO ASSIGNMENT AGREEMENT

LIST OF LENDING OFFICES, ADDRESSES

FOR NOTICES AND COMMITMENT AMOUNTS

Date: _____________, ______

Transferred Percentage:    ____________%

	A-1	A-2	B-1	B-2	C-1	C-2
Assignor	Commitment (prior to giving effect to the Assignment Agreement)	Commitment (after giving effect to the Assignment Agreement)	Outstanding principal (if any)	Ratable Share of Outstanding principal	Liquidity Commitment (prior to giving effect to the Assignment Agreement)	Liquidity Commitment (after giving effect to the Assignment Agreement)

	A-1	A-2	B-1	B-2	C-1	C-2
Assignee	Commitment (prior to giving effect to the Assignment Agreement)	Commitment (after giving effect to the Assignment Agreement)	Outstanding principal (if any)	Ratable Share of Outstanding principal	Liquidity Commitment (prior to giving effect to the Assignment Agreement)	Liquidity Commitment (after giving effect to the Assignment Agreement)

Address for Notices

Attention:

Phone:

Fax:

SCHEDULE II TO ASSIGNMENT AGREEMENT

EFFECTIVE NOTICE

TO:	,Assignor
TO:	,Assignor

The undersigned, as Administrative Agent under the Credit and Security Agreement dated as of June 9, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Smithfield Receivables Funding LLC (“Borrower”), Smithfield Foods, Inc., as initial Servicer, the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Letter of Credit Issuer, hereby acknowledges receipt of executed counterparts of a completed Assignment Agreement dated as of ____________, 20__ between __________________, as Assignor, and __________________, as Assignee. Terms defined in such Assignment Agreement are used herein as therein defined.

1.    Pursuant to such Assignment Agreement, you are advised that the Effective Date will be ______________, ____.

2.    Each of the undersigned hereby consents to the Assignment Agreement as required by Section 12.1(b) of the Credit Agreement.

[3. Pursuant to such Assignment Agreement, the Assignee is required to pay $____________ to Assignor at or before 12:00 noon (local time of Assignor) on the Effective Date in immediately available funds.]

Very truly yours,

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Administrative Agent

By:

Title:

[INSERT APPLICABLE CONDUIT’S NAME]

By:

Title:

EXHIBIT VI

FORM OF MONTHLY REPORT

See attached.

EXHIBIT VII

FORM OF PERFORMANCE UNDERTAKING

THIS PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of June 9, 2011, is executed by Smithfield Foods, Inc., a Virginia corporation (the “Performance Guarantor”), in favor of Smithfield Receivables Funding LLC, a Delaware limited liability company (the “Recipient”).

RECITALS

1.    Farmland Foods, Inc. a Delaware corporation, The Smithfield Packing Company, Incorporated, a Delaware corporation, Smithfield Global Products, Inc., a Delaware corporation, John Morrell & Co., a Delaware corporation, Patrick Cudahy, LLC, a Delaware limited liability company, Premium Pet Health, LLC, a Delaware limited liability company, and Armour-Eckrich Meats LLC, a Delaware limited liability company (collectively, unless excluded as an Excluded Originator pursuant to the Sale Agreement, the “Originators”), the Performance Guarantor and the Recipient have entered into a Receivables Sale Agreement, dated as of June 9, 2011 (as amended, restated or otherwise modified from time to time, the “Sale Agreement”), pursuant to which Originators, subject to the terms and conditions contained therein, are transferring all of their respective right, title and interest in certain of their accounts receivable to Performance Guarantor, which Performance Guarantor is then contributing to SFFC and SFFC to Recipient, and each of the Originators is selling all of their respective right, title and interest in and to their remaining accounts receivable to Recipient.

2.    Performance Guarantor owns, directly or indirectly, one hundred percent (100%) of the capital stock or limited liability company interests, as applicable, of each of the Originators, SFFC, and Recipient, and each of the Originators, SFFC and Performance Guarantor is expected to receive substantial direct and indirect benefits from their sale or contribution of receivables to Recipient, as applicable, pursuant to the Sale Agreement (which benefits are hereby acknowledged).

3.    As an inducement for Recipient to acquire Originators’ accounts receivable pursuant to the Sale Agreement, Performance Guarantor has agreed to guaranty the due and punctual performance by Originators of their obligations under the Sale Agreement, subject to the terms and conditions of this Undertaking.

4.    Performance Guarantor wishes to guaranty the due and punctual performance by Originators of the obligations described in clause 3 above as provided herein.

AGREEMENT

NOW, THEREFORE, Performance Guarantor hereby agrees as follows:

Section 1. Definitions. Capitalized terms used herein and not defined herein shall have the respective meanings assigned thereto in the Sale Agreement or the Credit and Security Agreement (as hereinafter defined) and the rules of interpretation set forth in the Sale Agreement shall apply as if set forth herein. In addition:

“Agreements” means the Sale Agreement and the Credit and Security Agreement, collectively.

“Credit and Security Agreement” means that certain Credit and Security Agreement, dated as of June 9, 2011 by and among Recipient, as Borrower, Performance Guarantor, as Servicer, the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Letter of Credit Issuer, as amended,

restated or otherwise modified from time to time in accordance with the terms thereof.

“Guaranteed Obligations” means, collectively, all covenants, agreements, terms, conditions and indemnities to be performed and observed by any Originator under and pursuant to the Sale Agreement and each other document executed and delivered by any Originator pursuant to the Sale Agreement, including the due and punctual payment of all sums which are or may become due and owing by any Originator under the Sale Agreement, whether for fees, expenses (including reasonable counsel fees), indemnified amounts or otherwise, whether upon any termination or for any other reason; provided that the “Guaranteed Obligations” shall expressly exclude any of the foregoing obligations to the extent that the failure by the relevant Originator to perform or pay such obligations results from any Receivable not being collected from or paid by, or otherwise being uncollectible from, the relevant Obligor on account of the insolvency, bankruptcy, creditworthiness or financial inability to pay of the applicable Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its obligations in respect of such Receivable.

Section 2.    Guaranty of Performance of Guaranteed Obligations. Performance Guarantor hereby guarantees to Recipient, the full and punctual payment and performance by each Originator of its respective Guaranteed Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all Guaranteed Obligations of each Originator under the Agreements and each other document executed and delivered by any Originator pursuant to the Agreements and is in no way conditioned upon any requirement that Recipient first attempt to collect any amounts owing by any Originator to Recipient, the Agents or the Lenders from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Agents or any Lender in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Guaranteed Obligations, Recipient may cause the immediate performance by Performance Guarantor of such Guaranteed Obligations and cause any such payment Guaranteed Obligations to become forthwith due and payable to Recipient, without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Performance Guarantor. Notwithstanding the foregoing, this Undertaking is a guarantee of payment and not of collection.

Section 3.    Performance Guarantor’s Further Agreements to Pay. Performance Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to Recipient, forthwith upon demand in funds immediately available to Recipient, all reasonable costs and expenses (including court costs and reasonable legal expenses) incurred or expended by Recipient in connection with enforcing this Undertaking, together with interest on amounts recoverable under this Undertaking from the time when such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year) equal to the Default Rate.

Section 4.    Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this Undertaking, notice of any action taken or omitted by Recipient in reliance on this Undertaking, and any requirement that Recipient be diligent or prompt in making demands under this Undertaking, giving notice of any Termination Event, Event of Default, other default or omission by any Originator or asserting any other rights of Recipient under this Undertaking. Performance Guarantor warrants that it has adequate means to obtain from each Originator, on a continuing basis, information concerning the financial condition of such Originator, and that it is not relying on Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Recipient shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this Undertaking, to deal with each Originator and with each other party who now is or after the date hereof becomes liable in

any manner for any of the Guaranteed Obligations, in such manner as Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this Undertaking, including the provisions of Section 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Event of Default, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment obligations of any Originator or any part thereof or amounts which are not covered by this Undertaking even though Recipient might lawfully have elected to apply such payments to any part or all of the payment obligations of such Originator or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.

Section 5.    Unenforceability of Guaranteed Obligations Against Originators. Notwithstanding (a) any change of ownership of any Originator or the insolvency, bankruptcy or any other change in the legal status of any Originator; (b) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (c) the failure of any Originator or Performance Guarantor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Undertaking; or (d) if any of the moneys included in the Guaranteed Obligations have become irrecoverable from any Originator for any other reason other than final payment in full of the payment Obligations in accordance with their terms, this Undertaking shall nevertheless be binding on Performance Guarantor. This Undertaking shall be in addition to any other guaranty or other security for the Guaranteed Obligations, and it shall not be rendered unenforceable by the invalidity of any such other guaranty or security. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Originator or for any other reason with respect to any Originator, all such amounts then due and owing with respect to the Guaranteed Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations, shall be immediately due and payable by Performance Guarantor.

Section 6.    Representations and Warranties. Performance Guarantor hereby represents and warrants to Recipient that:

(a)    Existence and Standing. Performance Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Performance Guarantor is duly

qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold would not reasonably be expected to have a Material Adverse Effect.

(b)    Authorization, Execution and Delivery; Binding Effect. The execution and delivery by Performance Guarantor of this Undertaking, and the performance of its obligations hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Undertaking has been duly executed and delivered by Performance Guarantor. This Undertaking constitutes the legal, valid and binding obligation of Performance Guarantor, enforceable against Performance Guarantor in accordance with its terms, except as such enforcement 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).

(c)    No Conflict; Government Consent. The execution and delivery by Performance Guarantor of this Undertaking, and the performance by Performance Guarantor of its obligations hereunder, do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, except, in any case, where such contravention or violation would not reasonably be expected to have a Material Adverse Effect.

(d)    Litigation and Contingent Obligations. Except as disclosed in the filings made by Performance Guarantor with the Securities and Exchange Commission, there are no actions, suits or proceedings pending or, to the best of Performance Guarantor’s knowledge threatened against or affecting Performance Guarantor or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a material adverse effect on (i) the business, properties, condition (financial or otherwise) or results of operations of Performance Guarantor and its Subsidiaries taken as a whole, (ii) the ability of Performance Guarantor to perform its obligations under this Undertaking, or (iii) the validity or enforceability of any of this Undertaking or the rights or remedies of Recipient hereunder.

Section 7.    Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Agents or any Lender against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents and the Lenders against any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agents or the Lenders. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of any Originator to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full; provided that so long as no such default has occurred and is continuing, any Originator shall be entitled to make payments and Performance Guarantor shall be entitled to receive payments in respect

of any such subordinated indebtedness. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any default in the payment or performance of any of the Guaranteed Obligations is continuing, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient and be paid over to Recipient on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Performance Guarantor.

Section 8.    Termination of Performance Undertaking. Performance Guarantor’s obligations hereunder shall continue in full force and effect until all Obligations are finally paid and satisfied in full and the Credit and Security Agreement is terminated; provided that this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Originator or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not Recipient is in possession of this Undertaking. No invalidity, irregularity or unenforceability by reason of the Bankruptcy Code or any insolvency or other similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations shall impair, affect, be a defense to or claim against the obligations of Performance Guarantor under this Undertaking.

Section 9.    Effect of Bankruptcy. This Performance Undertaking shall survive the insolvency of any Originator and the commencement of any case or proceeding by or against any Originator under the Bankruptcy Code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the Bankruptcy Code with respect to any Originator or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which any Originator is subject shall postpone the obligations of Performance Guarantor under this Undertaking.

Section 10.    Setoff. Regardless of the other means of obtaining payment of any of the Guaranteed Obligations, Recipient is hereby authorized at any time and from time to time, without notice to Performance Guarantor (any such notice being expressly waived by Performance Guarantor) and to the fullest extent permitted by law, to set off and apply any deposits and other sums against the obligations of Performance Guarantor under this Undertaking, whether or not Recipient shall have made any demand under this Undertaking and although such Obligations may be contingent or unmatured.

Section 11.    Taxes. All payments to be made by Performance Guarantor hereunder shall be made free and clear of any deduction or withholding. If Performance Guarantor is required by law to make any deduction or withholding on account of Tax or otherwise from any such payment, the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding (including any deductions or withholding applicable to additional amounts payable under this Section 11), Recipient receives a net sum equal to the sum which it would have received had no deduction or withholding been made.

Section 12.    Further Assurances. Performance Guarantor agrees that it will from time to time, at the request of Recipient, provide information relating to the business and affairs of Performance Guarantor as Recipient may reasonably request. Performance Guarantor also agrees to do all such things and execute all such documents as Recipient may reasonably consider necessary or desirable to give full effect to this Undertaking and to perfect and preserve the rights and powers of Recipient hereunder.

Section 13.    Successors and Assigns. This Performance Undertaking shall be binding upon

Performance Guarantor, its successors and permitted assigns, and shall inure to the benefit of and be enforceable by Recipient and its successors and assigns. Performance Guarantor may not assign or transfer any of its obligations hereunder without the prior written consent of each of Recipient and each Agent. Without limiting the generality of the foregoing sentence, Recipient may assign, pledge or otherwise transfer this Undertaking in connection with any assignment by it of any Agreement or its rights or obligations thereunder expressly permitted under the Agreements to any other entity or other person, and such other entity or other person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to the Recipient herein.

Section 14.    Amendments and Waivers. No amendment or waiver of any provision of this Undertaking nor consent to any departure by Performance Guarantor therefrom shall be effective unless the same shall be in writing and signed by Recipient, the Agents and Performance Guarantor. No failure on the part of Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 15.    Notices. All notices and other communications provided for hereunder shall be made in writing and shall be addressed as follows: if to Performance Guarantor, at the address set forth beneath its signature hereto, and if to Recipient, at the addresses set forth beneath its signature hereto, or at such other addresses as each of Performance Guarantor or any Recipient may designate in writing to the other. Each such notice or other communication shall be effective (1) if given by telecopy, upon the receipt thereof, (2) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (3) if given by any other means, when received at the address specified in this Section 15.

Section 16.    GOVERNING LAW. THIS UNDERTAKING SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

Section 17.    CONSENT TO JURISDICTION. EACH PARTY TO THIS UNDERTAKING HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS UNDERTAKING, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY LOAN PARTY AGAINST ANY AGENT OR ANY LENDER OR ANY AFFILIATE OF ANY AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS UNDERTAKING OR ANY DOCUMENT EXECUTED BY SUCH LOAN PARTY PURSUANT TO THIS UNDERTAKING SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

Section 18.    Bankruptcy Petition. Performance Guarantor hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Debt of Recipient, it will not institute against, or join any other Person in instituting against, Recipient any bankruptcy,

reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 19.    Miscellaneous. This Undertaking constitutes the entire agreement of Performance Guarantor with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking shall be in addition to any other guaranty of or collateral security for any of the Guaranteed Obligations. The provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Performance Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Performance Guarantor’s liability under this Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further action by Performance Guarantor or Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise specified, references herein to “Section” shall mean a reference to sections of this Undertaking.

IN WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above written.

SMITHFIELD FOODS, INC.
By:
	Name:
	Title:
Address for Notices:
Address:		Smithfield Foods, Inc.
		200 Commerce Street
		Smithfield, VA 23430,
		Attention: Robert Manly
		Telecopy No: 757-365-3025
		and Ken Sullivan
		Telecopy No: 757-365-3070

EXHIBIT VIII

FORM OF REQUEST FOR LETTER OF CREDIT

TO:     [RABOBANK]

Pursuant to Section 1.7, of the Credit and Security Agreement, dated as of June 9, 2011 (as amended or otherwise modified from time to time, the “Agreement”) among Smithfield Receivables Funding LLC, a Delaware limited liability company (the “Borrower”), Smithfield Foods, Inc., a Virginia corporation, as initial servicer (the “Servicer”), the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”) and as letter of credit issuer (in such capacity, the “Letter of Credit Issuer”), the Borrower hereby requests a Letter of Credit to be issued on the following terms:

(a) Business Day on which the Letter of Credit is to be issued:

(b) Amount (in Dollars):

(c) Expiry Date:

(d) Name and address of beneficiary:

Attached hereto are the following:

(i) a copy of the proposed Letter of Credit;

(ii) a Letter of Credit Application; and

(iii) a true and correct calculation of the Borrowing Limit.

With respect to the foregoing requested L/C Credit Extension, the Borrower hereby certifies as follows:

(A) immediately after giving effect to the requested L/C Credit Extension, the Aggregate Principal shall not exceed the Borrowing Limit; and

(B) as of the date hereof and the date of the L/C Credit Extension, (1) no Unmatured Event of Default or Event of Default shall have occurred and be continuing and (2) all of the representations and warranties made by each of the Borrower and the Servicer set forth in each Transaction Document to which it is a party are true and correct in all material respects on and as of the date hereof and the date of the L/C Credit Extension; and

(C) the conditions to the L/C Credit Extension set forth in Section 1.7(a)(ii) will be satisfied at the time of the L/C Credit Extension.

Capitalized terms used but not herein defined shall have the meanings given such terms

in the Agreement.

Dated: __________________, 201_

Smithfield Receivables Funding LLC

By:

Title:

SCHEDULE A

COMMITMENTS OF COMMITTED LENDERS

COMMITTED LENDER	COMMITMENT
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch	$275,000,000

Table of Contents

(continued)

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SCHEDULE B

DOCUMENTS TO BE DELIVERED TO THE ADMINISTRATIVE AGENTON OR PRIOR TO EFFECTIVENESS OF THIS AGREEMENT

[See list of Closing Deliverables attached as Schedule A to the Receivables Sale Agreement]

SCHEDULE C

LENDER SUPPLEMENT

Lender Group:	Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch
Co-Agent	Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch
Address for Notices:	Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch c/o Securitization - Transaction Management Rabobank International 245 Park Avenue New York, NY 10167 Phone:        (212) 808-6806 Fax:        (914) 304-9324
Conduit(s):	Nieuw Amsterdam Receivables Corporation
Address for Notices and Investing Office:	Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch c/o Securitization - Transaction Management Rabobank International 245 Park Avenue New York, NY 10167 Phone:        (212) 808-6806 Fax:        (914) 304-9324 With a copy to: Nieuw Amsterdam Receivables Corp. c/o Global Securitization Services, LLC 68 South Service Road, Suite 120 Melville, NY 11747 Attention: Bill Pierce Phone: (631) 930-7226 Fax: (212) 302-8767 Email: nieuwam@gssnyc.com
Committed Lender:	Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch
Percentage:	100%
Address for Notices and Investing Office:	Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch c/o Securitization - Transaction Management Rabobank International 245 Park Avenue New York, NY 10167 Phone:        (212) 808-6806 Fax:        (914) 304-9324

Address for correspondence to the Letter of Credit Issuer:	c/o Rambo Support Services Inc. 10 Exchange Place 16th Floor Jersey City, NY 07302 Attn: Bibi Mohammed
Payment Account Wire Information:	Nieuw Amsterdam Receivables Corporation Structuring Fee Wiring Instructions: Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch
Letter of Credit Issuer Payment Instructions:

EX-10.5

FIRST AMENDMENT TO TERM LOAN AGREEMENT

THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (the "Amendment"), dated as of June 9, 2011, is among SMITHFIELD FOODS, INC., a Virginia corporation (the "Borrower"), the subsidiary guarantors party hereto, each of the lenders that is a party hereto (individually, a "Lender" and, collectively, the "Lenders"), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK Nederland", NEW YORK BRANCH (in its capacity as administrative agent for the Lenders hereunder, together with its successors in such capacity, the "Administrative Agent").

RECITALS:

The Borrower, certain of its subsidiaries as guarantors, the Lenders and the Administrative Agent have entered into that certain Term Loan Agreement dated as of July 2, 2009 (as the same may hereafter be amended or otherwise modified, the "Agreement").

Since the execution of the Agreement, the following transactions involving Subsidiary Guarantors (as defined in the Agreement) have occurred:

(i)    Each of Gwaltney Transportation Co., Inc., LPC Transport, Inc. and Valleydale Transportation Company, Inc. has merged with and into Smithfield Transportation Co., Inc., and Smithfield Transportation Co., Inc. is the successor in interest by merger to such parties.

(ii)    Each of Farmland Distribution Inc. and North Side Foods Corp. has merged with and into Farmland Foods, Inc., and Farmland Foods, Inc. is the successor in interest by merger to such parties.

(iii)    Each of Patrick Cudahy Incorporated, PC Express, Inc. and 814 Americas, Inc. has merged with and into Patrick Cudahy, LLC, and Patrick Cudahy, LLC is the successor in interest by merger to such parties.

As a result of the foregoing, Gwaltney Transportation Co., Inc., LPC Transport, Inc., Valleydale Transportation Company, Inc., Farmland Distribution Inc., North Side Foods Corp., Patrick Cudahy Incorporated, PC Express, Inc. and 814 Americas, Inc. are no longer Subsidiary Guarantors under the Agreement.

Patrick Cudahy, LLC, Premium Pet Health, LLC and Smithfield Global Products, Inc. have become Subsidiary Guarantors under the Agreement pursuant to the execution and delivery of Joinder Agreements.

The Borrower has also requested that the Agreement be otherwise amended as herein set forth and the Administrative Agent and the Lenders have agreed to so amend the Agreement on the terms and conditions set forth herein.

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.Amendment to Section 1.01. The following definitions set forth in Section 1.01 of the Agreement are each amended in their respective entireties to read as follows:

"ABL Agent" means Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as administrative agent under the ABL Credit Facility.

"ABL Credit Facility" means that certain Second Amended and Restated Credit Agreement

dated as of June 9, 2011 among the Borrower, the subsidiaries that guarantee obligations under such agreement, the lenders parties thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as administrative agent (or its successor in such capacity), and as it may be amended, supplemented or otherwise modified from time to time and any renewal, increase, extension, refunding, restructuring, replacement or refinancing thereof in whole or in part (whether with the original administrative agent and lenders or another administrative agent or agents or one or more other lenders and whether provided under the original ABL Credit Facility or one or more other credit or other agreements or indentures).

"Applicable Margin" means:

(a)    with respect to ABR Borrowings, 2.75%; and

(b)    with respect to Eurodollar Borrowings, 3.75%.

"Intercreditor Agreement" means that certain Amended and Restated Intercreditor Agreement dated as of June 9, 2011 among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as administrative agent under the ABL Credit Facility, the Term Collateral Agent, a Receivable Entity, the Borrower and the Subsidiary Guarantors.

"Maturity Date" means June 9, 2016.

"Unrestricted Subsidiary" means (i) any Subsidiary of the Borrower that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Restricted Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any Restricted Subsidiary (except a Restricted Subsidiary which upon such designation becomes an Unrestricted Subsidiary in accordance with this Agreement); provided that (i) such designation would be permitted under Section 6.01, (ii) no portion of the Indebtedness or any other obligation (contingent or otherwise) of such Subsidiary (A) is Guaranteed by the Borrower or any Restricted Subsidiary, (B) is Recourse Indebtedness or (C) subjects any property or asset of the Borrower or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, and (iii) no default or event of default with respect to any Indebtedness of such Subsidiary would permit any holder of any Indebtedness of the Borrower or any Restricted Subsidiary to declare such Indebtedness of the Borrower or any Restricted Subsidiary due and payable prior to its maturity. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to such designation (x) the Borrower could Incur $1.00 of additional Indebtedness under Section 6.13(a) and (y) no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an Officers' Certificate that such designation complied with the foregoing provisions.

Section 2.2.Amendments to Definition of Permitted Liens. The definition of the term "Permitted Liens" in Section 1.01 of the Agreement is amended as follows:

(a)    Sub-clause (y) of clause (xvii) of the definition is amended in its entirety to read as follows:

(y) the aggregate principal amount of Indebtedness secured by first-priority Liens on Non-ABL Collateral permitted under clauses (i), (xvii) and (xxi) of this definition shall not exceed $1,300,000,000;

(b)     Clause (xix) of the definition is amended to delete the "and" at the end thereof, clause (xx) of such definition is amended to delete the period at the end thereof and replace it with a "; and" and the following clause (xxi)

is added to such definition to read in its entirety as follows:

(xxi)    Liens securing Indebtedness permitted under Section 6.13(b)(x); provided that the aggregate principal amount of Indebtedness secured by first-priority Liens on Non-ABL Collateral permitted under clauses (i), (xvii) and (xxi) of this definition shall not exceed $1,300,000,000.

Section 2.3.Addition to Section 1.01. Section 1.01 of the Agreement is amended to add the following definition in alphabetical order thereto:

"Collateral Release Date" means the date that the Liens on the Collateral are released in whole with respect to the Obligations pursuant to Section 9.09(e).

Section 2.4.Amendment to Section 2.06(a). Section 2.06(a) of the Agreement is amended in its entirety to read as follows:

a.Repayment of Loans. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Lenders the unpaid principal amount of the Loans in installments as follows:

(i)    an installment in the amount of $25,000,000, due and payable on June 9, 2015; and

(ii)    one final installment in the amount of all outstanding principal, due and payable on the Maturity Date.

Section 2.5.Amendment to Section 2.08. The first sentence of Section 2.08 of the Agreement is amended in its entirety to read as follows:

If Borrower voluntarily or pursuant to Section 6.06 (but not including pursuant to Section 6.04), prepays or repays the Loans in full or in part prior to June 9, 2013, Borrower shall pay to Administrative Agent, for benefit of the Lenders, as liquidated damages and compensation for the costs of making funds available to Borrower under this Agreement, and not as a penalty, an amount determined by multiplying one percent (1%) by the principal amount being prepaid or repaid (the fees payable hereunder, herein the "Prepayment Fees").

Section 2.6.Amendment to Section 5.01(c). Section 5.01(c) of the Agreement is amended in its entirety to read as follows:

(c)    Compliance Statements. Concurrently with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate executed by a Financial Officer of the Borrower certifying (i) as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance (to the extent required) with the covenant contained in Section 6.15;

Section 2.7.Amendment to Section 5.10(c). Section 5.10(c) of the Agreement is amended to add the words ", upon the request of the Administrative Agent," immediately prior to the words "opinions of counsel."

Section 2.8.Amendment to Section 5.11(c). Section 5.11(c)(iv) of the Agreement is amended to add the words ", upon request of the Administrative Agent," immediately prior to the words "Opinion of Counsel."

Section 2.9.Amendment to Section 6.11. Each of Section 6.11(a)(v) and 6.11(b)(iv) of the Agreement is amended to add the words ", upon request of the Administrative Agent," immediately prior to the words "an Opinion of Counsel."

Section 2.10.Amendment to Section 6.13. Section 6.13(b) of the Agreement is amended as follows: Clause

(ix) is amended to delete the "and" at the end thereof; clause (x) of such definition is amended to change it to be clause (xi), to change the current reference therein to clause "(ix)" to read "(x)" and to change the current reference therein to clause "(x)" to clause "(xi)"; and a new clause (x) is added in order thereto to read in its entirety as follows:

(x)    secured Indebtedness incurred after the Collateral Release Date which is secured by Liens encumbering the Non-ABL Collateral and any extensions, refinancings or renewals thereof; provided that (i) the aggregate outstanding principal amount thereof (excluding Indebtedness secured pursuant to the terms of the ABL Credit Facility) does not exceed a dollar equivalent amount equal to $1,000,000,000 minus any Indebtedness (other than the Indebtedness secured pursuant to the terms of the ABL Credit Facility) then outstanding and incurred in reliance on clause (b)(i) of this section that encumbers the Non-ABL Collateral, (ii) the maturity date of such Indebtedness is after June 9, 2016, (iii) such Indebtedness is not secured by any of the ABL Priority Collateral (as defined in the Intercreditor Agreement), (iv) after giving effect to the incurrence of such Indebtedness and any extensions, refinancings or renewals thereof, the Borrower and Restricted Subsidiaries are in compliance with the requirements of clause (iv) of Section 6.01(v) of the ABL Credit Facility, as the same exists on June 9, 2011, without giving effect to any amendment or other modification thereto unless such modification is approved by the Required Lenders, and (v) no Default nor any Event of Default shall otherwise exist or result; and

Section 2.11.Addition of Section 6.15. The following new Section 6.15is added to the Agreement to read as follows:

Section 6.15    Minimum Interest Coverage Ratio. Commencing with the first fiscal quarter after the fiscal quarter in which the Collateral Release Date occurs, and as of each fiscal quarter thereafter, the Consolidated Coverage Ratio shall not be less than 1.75 to 1.00.

Section 2.12.Amendment to Article VIII. Clause (d) of Article VIII is amended in its entirety to read as follows:

(d)    the Borrower or any Subsidiary Guarantor fails to comply with Section 6.11 or Section 6.15;

Section 2.13.Amendment to Section 9.09. Section 9.09 of the Agreement is amended as follows:

(a)     Clause (e) is amended in its entirety to read as follows:

(e)    in whole, when all of the following conditions are met: (i) the Senior Secured Notes are repaid in full; (ii) the holders of the Senior Secured Notes have unconditionally released the Liens covering all of the Collateral; (iii) no Indebtedness of the Borrower is or is required to be secured by a Lien on any portion of the Collateral other than the Indebtedness secured pursuant to the terms of the ABL Credit Facility, Indebtedness arising in connection with a Qualified Receivables Transaction secured by the Liens permitted by the definition of the term Qualified Receivable Transaction and Indebtedness secured by Permitted Liens of the type described in clauses (x) and (xix) of the definition thereof; and (iv) no Default nor any Event of Default then exists.

(b) The last paragraph of such Section is amended to add the following sentence at the end of such paragraph:

From and after the Collateral Release Date, all obligations of the Obligors pursuant to provisions of this Agreement and any other Loan Document that require any Person to grant or otherwise maintain a security interest in the Collateral or after-acquired property or otherwise conditioning any action or inaction of any Person on the granting, maintaining or providing further assurances in respect of such security interest shall terminate and be of no force and effect.

Section 2.14.Amendment to Exhibit B (Compliance Certificate). Exhibit B of the Agreement which is the

form of Compliance Certificate is amended in its entirety to read as set forth on Exhibit B hereto.

ARTICLE 3.Conditions Precedent

Section 3.1.Conditions. The effectiveness of Article 2 of this Amendment is subject to the satisfaction (or waiver in accordance with Section 10.02 of the Agreement) of the following conditions precedent:

(a)The Administrative Agent shall have received from each party hereto 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 all of the following, each dated (unless otherwise indicated) the date of this Amendment, in form and substance satisfactory to the Administrative Agent:

(i)Resolutions and Other Corporate Certifications. Certified copies of the resolutions of the board of directors (or equivalent documents) of each Obligor approving this Amendment, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, together with certified copies of the charter and bylaws (or equivalent documents) of each Obligor and a certificate from an appropriate Governmental Authority evidencing the existence and current good standing of each Obligor (to the extent that such certificates are generally provided by the applicable Governmental Authority);

(ii)Incumbency Certificate. A certificate of incumbency certified by the Secretary, an Assistant Secretary or other authorized Person of each Obligor certifying the names of its representatives who are authorized to sign this Amendment and the Loan Documents to which it is or is to be a party hereunder (including the certificates contemplated herein) together with specimen signatures of each such officers;

(iii)Opinion of Counsel to the Obligors. A favorable written opinion addressing the existence, due authorization, execution and delivery, conflicts and governmental approvals and enforceability of this Amendment and covering such other matters relating to each Obligor, this Amendment, the Agreement and the other Loan Documents as the Required Lenders shall reasonably request;

(iv)ABL Credit Facility. Evidence of the closing of the ABL Credit Facility, including copies of all documentation executed and delivered in connection therewith;

(v)Trade Receivables Financing. Evidence of the closing of the receivables financing facility financing certain accounts receivables originated by the Borrower or by certain Subsidiaries of the Borrower in aggregate amounts up to $275,000,000 (the "Trade Receivables Financing"), including copies of the documentation executed and delivered in connection therewith and the Administrative Agent shall have confirmed to its sole satisfaction that the Trade Receivables Financing is a Qualified Receivables Transaction;

(vi)Joinder of New Obligors. Patrick Cudahy, LLC, Premium Pet Health, LLC and Smithfield Global Products, Inc. shall have executed such documentation as is required by the Loan Documents or that the Administrative Agent may otherwise require to cause such parties to be joined to the Loan Documents as "Subsidiary Guarantors" thereunder; and

(vii)Additional Information; No Mortgage Modifications or Endorsement to Title Insurance. The Administrative Agent shall have received such additional documentation and information as the Administrative Agent or its legal counsel may request; provided that the Administrative Agent and the Lenders agree that they will not require, and hereby waive any right under the Loan Documents to require, and hereby waive any right under the Loan Documents to require, any Mortgage to be modified in connection with the amendments to the Agreement contemplated hereby nor will the Borrower be obligated to deliver any endorsements to the existing title insurance covering, or new title insurance policies for, any of the Mortgaged Property.

(c)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 the upfront fee provided in Section 5.3 of this Amendment.

(d)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.

ARTICLE 4.Ratifications, Representations and Warranties

Section 4.1.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 Obligor, 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. Each Obligor agrees that the obligations, indebtedness and liabilities of such Obligor arising under this Amendment are "Obligations" as defined in the Agreement and "Secured Obligations" as defined in the Collateral Documents, and this Amendment is a "Loan Document". For all matters arising prior to the effective date of this Amendment (including, without limitation, the accrual and payment of interest and fees and compliance with financial covenants), the terms of the Agreement (as unmodified by this Amendment) shall control and are ratified and confirmed.

Section 4.2.Representations and Warranties. Each Obligor represents and warrants to the Administrative Agent and the Lenders as follows: (a) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (b) after giving effect to this Amendment, the representations and warranties set forth in the Agreement (other than the representations and warranties contained in Section 3.04 (c), the first sentence of Section 3.11 and Sections 3.13 and 3.14(b) of the Agreement) are true and correct 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 a specific date.

IN ADDITION, TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH OBLIGOR AND EACH RELEASED GUARANTOR 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 OBLIGOR OR EITHER RELEASED GUARANTOR 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 5.Miscellaneous

Section 5.1.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.

Section 5.2.Reference to Agreement. Upon and after the effectiveness of Article 2, 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 5.3.Expenses of Lender; Upfront Fees. As provided in Section 10.03 of the Agreement, the Borrower agrees to pay on demand all reasonable costs and expenses incurred by the Administrative Agent or any Lender in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant hereto, including without limitation, the costs and fees of Administrative Agent's and each Lender's legal counsel. To induce the Lenders to agree to the amendments contemplated hereby, the Borrower also agrees to pay to the Administrative Agent an upfront fee of $400,000.00 on or before June 9 2011.

Section 5.4.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 5.5.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, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. 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 5.6.Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Administrative Agent, each Lender, each Obligor, each Released Guarantor and their respective successors and permitted assigns, except no Obligor 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 5.7.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 5.8.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 Borrower or any other Obligor shall be deemed a consent or waiver to or of any other breach of the same or any other covenant, condition or duty.

Section 5.9.Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

Section 5.10.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. there are no oral agreements among the parties hereto.

Executed as of the date first written above.

BORROWER:
Smithfield Foods, Inc., a Virginia corporation
By:	/s/ Timothy Dykstra
	Name:	Timothy Dykstra
	Title:	Vice President
Subsidiary Guarantors:
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: Tim 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 Farms of Texhoma, Inc., an Oklahoma corporation
Murphy-Brown LLC, a Delaware limited liability company
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/ Charles McCarrick
	Name:	Charles McCarrick
	Title:	President

ADMINISTRATIVE AGENT AND LENDERS:
COÖPERATIEVE CENTRALEre corporation
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW
YORK BRANCH, as Administrative Agent and sole Lender
By:	/s/ James V. Kenwood
	James V. Kenwood, Executive Director
By:	/s/ Izumi Fukushima
	Izumi Fukushima, Executive Director

EXHIBIT B

COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered pursuant to Section 5.01(c) of the Term Loan Agreement, (dated as of July 2, 2009 (as amended, supplemented or otherwise modified from time to time (the "Term Loan Agreement"), among Smithfield Foods, Inc.(the "Borrower"), the Lenders party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch, as administrative agent (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.

1.    I am the duly elected, qualified and acting Chief Financial Officer of the Borrower.

2.    I have reviewed and am familiar with the contents of this Certificate.

3.    I have reviewed the terms of the Term Loan Agreement and the Loan Documents and have made or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Borrower during the accounting period covered by the financial statements attached hereto as Attachment I (the "Financial Statements"). Such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default or Event of Default, except as set forth below.

4.    The financial statements attached hereto were prepared in accordance with GAAP and fairly present in all material respects (subject to year end audit adjustments and absence of footnotes) the financial conditions and the results of the operations of the Persons reflected thereon, at the date and for the periods indicated therein.

5.    Attached hereto as Attachment II are the reasonably detailed calculations demonstrating compliance (to the extent required) with the covenants set forth in Section 6.15 of the Term Loan Agreement.

IN WITNESS WHEREOF, I have executed this Certificate this day of _______________, 201_.

Name:

Title:

Attachment I
to Compliance Certificate

[Attach Financial Statements]

Attachment II
to Compliance Certificate

The information described herein is as of ______, _______ and pertains to the period from _____, ____ to ____________, ____

SECTION 6.15 – Minimum Consolidated Coverage Ratio
(a)    Net income for the period	$_________
(b)    Income tax expense	$_________
(c)    Consolidated Interest Expense	$_________
(d)    Depreciation	$_________
(e)    Amortization of intangibles and impairment charges recorded in connection with the application of Financial Accounting Standard No. 142 "Goodwill and Other Intangibles"	$_________
(f)    Other non-cash charges or non-cash losses (other than non-cash charges to the extent they represent an accrual of or reserve for cash charges in any future period or amortization of a prepaid expense that was paid in a prior period)	($_________)
(g)    Total net income (line 2 (a) plus lines 2(b), 2(c), 2(d) 2(e) and 2(f))	$_________
(h)    Minus without duplication and to the extent included in net income, non-cash items increasing Consolidated Net Income of such Person for such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges recorded in any prior period)	($_________)
(i)    Less if any Restricted Subsidiary is not directly or indirectly owned 100% by the Borrower, EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount of the EBITDA attributable to such Restricted Subsidiary multiplied by (B) the quotient of (1) the number of shares of outstanding common Equity Interests of such Restricted Subsidiary not owned directly or indirectly by the Borrower on the last day of such period by the Borrower divided by (2) the total number of shares of outstanding common Equity Interests of such Restricted Subsidiary on the last day of such period	($_________)
(j)    EBITDA (line 2 (g) minus lines 2(h) minus line 2(i))	$_________
(k)    Pro forma adjustments of Investments, acquisitions and Asset Dispositions	$_________
(l)    Adjusted EBITDA (line 2(j) plus or minus (as applicable) line 2(k))	$_________
(m)    Total consolidated cash and non-cash interest expense (excluding capitalized interest and any non-cash interest expense arising from the adoption of FASB Staff Position No. APB 14-1)	$_________
(n)    Interest expense attributable to Capitalized Lease Obligations and imputed interest with respect to Attributable Debt	$_________
(o)    Amortization of debt discount and debt issuance cost (other than those debt discounts and debt issuance costs incurred with respect to the Convertible Notes, the Senior Notes due 2009, the Senior Notes due 2011, the Senior Notes due 2013 and the Senior Notes due 2017 and on the Effective Date)	$_________
(p)    Capitalized interest	$_________

(q)    Non-cash interest expense (other than any non-cash interest expense arising from the adoption of FASB Staff Position No. APB 14-1)	$_________
(r)    Commissions, discounts and other fees and charges attributable to letters of credit and bankers' acceptance financing	$_________
(s)    Interest actually paid by the Borrower or any Restricted Subsidiary under any Guarantee of Indebtedness or other obligation of any other Person	$_________
(t)    Net gains associated with Hedging Obligations (or minus net losses associated with Hedging Obligations)	$_________
(u)    The product of (A) Preferred Stock dividends in respect of all Preferred Stock of Restricted Subsidiaries and Disqualified Stock of the Borrower held by Persons other than the Borrower or a Wholly-Owned Subsidiary multiplied by (B) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of the Borrower, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP	$_________
(v)    The cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Borrower) in connection with Indebtedness Incurred by such plan or trust	$_________
(w)    Receivables Fees	$_________
(x)    Consolidated Interest Expense (sum of line 2 (m) through (w))	$_________
(y)    Pro forma adjustments of Investments, acquisitions and Asset Dispositions	$_________
(z)    Adjusted consolidated Interest Expense (line 2(x) plus or minus (as applicable) line (y))	$_________
EBITDA to Consolidated Interest Expense ratio (line 2 (l) divided by line 2 (z))	_____ to 1.00
Required Ratio for the four quarters than ended not more than	1.75 to 1.00	Yes	No