AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

Exhibit 10.13(b)

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

This Amendment No. 1 to Amended and Restated Credit and Security Agreement, dated as of May 31, 2013 (this “First Amendment”) is 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 (the “Administrative Agent” collectively with the Administrative Agent and Co-Agents, the “Agents”) and in its capacity as letter of credit issuer (the “Letter of Credit Issuer”), and the Lenders and the Co-Agents from time to time party to that certain Amended and Restated Credit and Security Agreement. Each of the Loan Parties, the Agents, the Letter of Credit Issuer, the Lenders and the Co-Agents may be referred to herein as a “Party” or collectively as the “Parties.”

PRELIMINARY STATEMENTS

WHEREAS, each of the Parties is a party to that certain Amended and Restated Credit and Security Agreement dated as of January 31, 2013 among the Loan Parties, the Agents, the Letter of Credit Issuer, the Lenders and the Co-Agents (as amended prior to the date hereof, the “Original Agreement”); and

WHEREAS, the Parties desire to amend the Original Agreement in the manner set forth in this First Amendment and in accordance with Sections 7.1(g) and 14.1(b) of the Original Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Parties hereby agree as follows:

ARTICLE I

AMENDMENT

Section 1.1    Amendment. With effect from May 1, 2013:

(a) the last sentence of Section 1.7(a)(i) of the Original Agreement shall be hereby amended by deleting the reference to “US Originators” therein, and replacing it with “Originators (other than the Canadian Originator)”; and

(b) the definition of “Scheduled Termination Date” in Exhibit I to the Original Agreement shall be hereby amended by deleting the reference to “June 9, 2014” therein, and replacing it with “May 1, 2016”.

Section 1.2     Effect of Amendment. Except as expressly set forth herein, this First Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 1.3    References. On and after the effective date of this First Amendment, each reference in the Original Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” and words of

similar import referring to the Original Agreement, and each reference in the other Transaction Documents to the “Credit and Security Agreement”, “thereunder”, “thereof” or words of similar import referring to the Original Agreement, shall mean a reference to the Original Agreement, as amended by and in accordance with this First Amendment.

ARTICLE II

REPRESENTATIONS

Section 2.1.    Each of the Loan Parties represents and warrants to the Agents and the Lenders on the date hereof that it has duly authorized, executed and delivered this First Amendment and that this First Amendment constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (except as enforceability 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)).

Section 2.2. Each of the Loan Parties further represents and warrants to the Agents and the Lenders that, as of the date of this First Amendment: (a) each of the representations and warranties made by it pursuant to Section 5.1 of the Original Agreement is true and correct as though made on and as of such date (except with respect to those representations and warranties that by their express terms relate solely to an earlier date) and (b) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event.

ARTICLE III

MISCELLANEOUS

Section 3.1    Definitions; Interpretation. All capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Original Agreement.

Section 3.2    Headings. The section headings contained in this First Amendment are for reference purposes only and shall not affect the meaning or interpretation of this First Amendment.

Section 3.3    Amendment. No provision of this First Amendment may be amended, modified or supplemented except by the written agreement of all of the Parties.    

Section 3.4    Counterparts. This First Amendment may be executed in any number of counterparts and by different Parties 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.

Section 3.5    Transaction Document. This First Amendment shall constitute a Transaction Document.

Section 3.6    Miscellaneous. Sections 14.5, 14.8, 14.9, 14.10 and 14.11 of the Original Agreement are incorporated by reference in and shall apply to this First Amendment as if set out herein in their entirety.

IN WITNESS WHEREOF, the Parties have caused this First Amendment to be duly executed as of the date first above written.

SMITHFIELD RECEIVABLES FUNDING LLC, AS BORROWER

By: SFFC, Inc., its managing member

By: /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx

Title: President

Address: 0000 Xxxxxxxxxx Xx, 000 Xxxxxxx Xxxx

Xxxxxxxxxx, XX 00000

Attention: Xxxxxxx Xxxxxx
Telecopy No: 302-477-1300 Ext. 103

Facsimile No: 000-000-0000

With a copy to:    

c/o Smithfield Foods, Inc.

000 Xxxxxxxx Xxxxxx

Xxxxxxxxxx, XX 00000,

Attention: Xxxxxxx Xxxxxxx
Telecopy No: 000-000-0000

SMITHFIELD FOODS, INC., AS SERVICER

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Vice President

Address: Smithfield Foods, Inc.

000 Xxxxxxxx Xxxxxx

Xxxxxxxxxx, XX 00000,

Attention: Xxxxxx Xxxxx
Telecopy No: 000-000-0000

and Xxx Xxxxxxxx
Telecopy No: 000-000-0000

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/ Xxxxxxxxxxx Xxx

Name: Xxxxxxxxxxx Xxx

Title: Vice President

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Executive Director

Address: Securitization - Transaction Management Rabobank International
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone:        (000) 000-0000
Fax:        (000) 000-0000

NIEUW AMSTERDAM RECEIVABLES CORPORATION,

AS A CONDUIT

By: /s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Vice President

Title:

Address:    Nieuw Amsterdam Receivables Corp.

c/o Global Securitization Services, LLC

00 Xxxxx Xxxxxxx Xxxx, Xxxxx 000

Xxxxxxxx, XX 00000

Attention: JR Xxxxxx

Phone:     (000) 000-0000

Fax:         (000) 000-0000

Email:        xxxxxxxx@xxxxxx.xxx; xxxxxxxxxx@xxxxxx.xxx