AMENDMENT NO. 8

EXHIBIT 4.6(k)

AMENDMENT XX. 0

XXXXXXXXX XX. 0 dated as of June 3, 2005, among SMITHFIELD FOODS, INC., a corporation duly organized and validly existing under the laws of the State of Virginia (the “Borrower”); each of the Subsidiaries of the Borrower identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”); each of the lenders identified under the caption “LENDERS” on the signature pages hereto (the “Lenders”); and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the lenders party to the below-referenced Credit Agreement (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

The Borrower, the Subsidiary Guarantors, the lenders named therein and the Administrative Agent, are parties to a Multi-Year Credit Agreement dated as of December 6, 2001 (as heretofore modified and supplemented and in effect on the date hereof, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by said lenders to the Borrower in an aggregate principal or face amount not exceeding $900,000,000.

Section 1. Definitions. Except as otherwise defined in this Amendment No. 8, terms defined in the Credit Agreement are used herein as defined therein.

Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, the Credit Agreement shall be amended effective as of the date hereof as follows:

2.01. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

2.02. Requests for Letters of Credit. Section 2.05(b) of the Credit Agreement shall be amended in its entirety to read as follows:

“(b) Requests for 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 Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) 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, the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section 2.05), the Currency (which shall be Dollars or an Approved Foreign Currency) and

Amendment No. 8

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amount of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit is to be made under the Dollar Sub-Commitments or the Multicurrency Sub-Commitments and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the relevant Issuing Bank, the Borrower also shall submit a letter of credit application on the such Issuing Bank’s standard form in connection with any request for a Letter of Credit. 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 Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the Dollar LC Exposure shall not exceed $175,000,000 and the total Revolving Dollar Credit Exposures shall not exceed the Total Dollar Sub-Commitment, (ii) the Multicurrency LC Exposure shall not exceed $10,000,000 or the Foreign Currency Equivalent thereof and the total Revolving Multicurrency Credit Exposures shall not exceed the Total Multicurrency Sub-Commitment, (iii) the Secured Obligations Amount shall not exceed the Borrowing Base at any time before the Borrowing Base Release Date and (iv) the sum of the total Revolving Credit Exposures shall not exceed the Total Commitment.”

Section 3. Representations and Warranties. The Borrower represents and warrants to the Lenders that the representations and warranties set forth in Article III of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof and as if each reference in said Article III to “this Agreement” included reference to this Amendment No. 8.

Section 4. Conditions Precedent. The amendments provided for in Section 2 shall become effective upon the execution and delivery of counterparts of this Amendment No. 8 by the Obligors and Lenders constituting the Required Lenders.

Section 5. Miscellaneous. Except as provided herein, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 8 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 8 by signing any such counterpart. This Amendment No. 8 shall be governed by, and construed in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, this Amendment No. 8 has been duly executed as of the date first written above.

SMITHFIELD FOODS, INC.
By		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		Vice President

Amendment Xx. 0

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XXXXXXXXXX XXXXXXXXXX

CODDLE ROASTED MEATS, INC.		XXXXX’X OF CAROLINA LLC
XXXXXXXX OF SMITHFIELD, LTD.		XXXXXXX’X FOODS LLC
XXXXXXX’X OLD FASHIONED		XXXXXXX’X FOODS OF
COUNTRY HAM, INC.		VIRGINIA LLC
IOWA QUALITY MEATS, LTD.		CENTRAL PLAINS FARMS LLC CIRCLE FOUR LLC
XXXX XXXXXXX & CO.		XXXXXX FARMS LLC
XXXXX MEAT GROUP, INC.		QUARTER M FARMS LLC,
XXXXX PACKING COMPANY		XXXXXX-XXXXX HOLDINGS LLC,
MURCO FOODS, INC.		each a Delaware limited liability company
NORTH SIDE FOODS CORP.
PACKERLAND PROCESSING COMPANY, INC.
SMITHFIELD PRODUCTION SYSTEMS,     INC.		By		MURPHYBROWN LLC, a Delaware limited liability company,
XXXXXXX XXXXXX INCORPORATED				as a sole member of each
PREMIUM PORK, INC.
QUIK-TO-FIX FOODS, INC.
XXXXXXX’X COUNTRY HAMS, INC.				By		XXXX XXXXXXX & CO.,
SUN LAND BEEF COMPANY						a Delaware corporation,
SUNNYLAND, INC.						as its sole member
THE SMITHFIELD COMPANIES, INC.
THE SMITHFIELD PACKING     COMPANY, INCORPORATED						/s/ Xxxxxx X. Xxxxxxx
STEFANO FOODS, INC.						Name: Xxxxxx X. Xxxxxxx
THE SMITHFIELD HAM AND PRODUCTS COMPANY,     INCORPORATED						Title: Vice President
DAKOTA ACQUISITION COMPANY XXXX XXXXXXX OF JAPAN, INC.
XXXXXX FARMS OF TEXHOMA, INC.
THE OHIO FEED LOT, INC.
SHOWCASE FOODS, INC. KRAKUS FOODS INTERNATIONAL, INC. CATTLE PRODUCTION SYSTEMS, INC.,     for itself and as successor to Great Lakes Cattle Credit     Company, LLC

By		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		Vice President

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XXXXXX-XXXXX LLC,

    a Delaware limited liability company

By		XXXX XXXXXXX & CO., a Delaware corporation, as its sole member
		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Vice President

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ADMINISTRATIVE AGENT

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By		/s/ Xxxx Xxxxxxxxx
Name:		Xxxx Xxxxxxxxx
Title:		Vice President

Amendment Xx. 0

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XXXXXXX

XXXXXXXX CHASE BANK, N.A.
By:		/s/ Xxxx Xxxxxxxxx
Name:		Xxxx Xxxxxxxxx
Title:		Vice President
COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH
By:		/s/ Xxxxx X. Kenwood
Name:		Xxxxx X. Kenwood
Title:		Executive Director
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Executive Director
ABN AMRO BANK, N.V.
By:		/s/ Xxxxxxxxx X. Xxxxxx
Name:		Xxxxxxxxx X. Xxxxxx
Title:		Managing Director
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		AVP
GENERAL ELECTRIC CAPITAL CORPORATION
By:		/s/ C. Xxxx Xxxxx
Name:		C. Xxxx Xxxxx
Title:		Duly Authorized Signatory
ING CAPITAL LLC
By:		/s/ Xxxxxx X. Xxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxx
Title:		Managing Director

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XXXXXXXX XXXX
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Vice President
GREENSTONE FARM CREDIT SERVICES, ACA/FLCA
By:		/s/ Xxx Xxxxxxx
Name:		Xxx Xxxxxxx
Title:		AVP/Lending Officer
NORTHWEST FARM CREDIT SERVICES, PCA
By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Senior Vice President
BNP PARIBAS
By:		/s/ Xxx Xxxxxxx
Name:		Xxx Xxxxxxx
Title:		Director
By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Vice President
FARM CREDIT SERVICES OF MINNESOTA VALLEY, PCA d/b/a FCS COMMERCIAL FINANCE GROUP
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Commercial Loan Officer
CAPE FEAR FARM CREDIT, ACA
By:		/s/ Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Vice President

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XXXX XXXXXX XXXXXXXX XX XXXXXXX
By:		/s/ Xxxx X. Bang
Name:		Xxxx X. Bang
Title:		Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By:		/s/ Xxxx Xxx
Name:		Xxxx Xxx
Title:		AVP
FARM CREDIT SERVICES OF MID- AMERICA, PCA
By:		/s/ Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx
Title:		Vice President
XXXXXX X.X.
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Vice President
SUMITOMO MITSUI BANKING CORPORATION
By:		/s/ Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Senior Vice President
U.S. AGBANK, FCB
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Vice President
BANK OF AMERICA, N.A.
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Senior Vice President

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U.S. BANK NATIONAL ASSOCIATION
By:		/s/ Xxxxx Selimshayev
Name:		Xxxxx Selimshayev
Title:		Assistant Vice President
COBANK, ACB
By:		/s/ Xxx Xxxxxxxx
Name:		Xxx Xxxxxxxx
Title:		Vice President
MIZUHO CORPORATE BANK, LTD.
By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		Senior Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:		/s/ X. Xxxxxxxx
Name:		X. Xxxxxxxx
Title:		V.P. & Team Leader

Amendment No. 8