On July 2, 2009 (the "Closing Date"), Smithfield Foods, Inc. (the "Company") completed its previously announced offering of $625 million aggregate principal amount of its 10% Senior Secured Notes due July 2014 (the "Notes"). The Notes have been issued at a price equal to 96.201% of their face value. As part of the closing, the Company entered into an Indenture, dated as of the Closing Date (the "Indenture"), among the Company, substantially all of the Company's U.S. subsidiaries, as guarantors (the "Guarantors"), and U.S. Bank National Association, as trustee and collateral agent. The Company's obligations under the Notes are guaranteed by the Guarantors and are secured by first-priority liens, subject to permitted liens and exceptions for excluded assets, in substantially all of the Company's and the Guarantors' assets, including real property, fixtures and equipment owned or acquired in the future by the Company and the Guarantors (the "Non-ABL Collateral") and are secured by second-priority liens on cash and cash equivalents, deposit accounts, accounts receivable, inventory, other personal property relating to such inventory and accounts receivable and all proceeds therefrom, intellectual property, and certain capital stock and interests pledged by the Company and the Guarantors, which constitute collateral under the ABL Credit Agreement described below on a first-priority basis (the "ABL Collateral").

On the Closing Date, the Company also entered into a new Amended and Restated Credit Agreement (the "ABL Credit Agreement") among the Company, the Guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as the administrative agent and a joint collateral agent, General Electric Capital Corporation, as a joint collateral agent and the other agents party thereto. The ABL Credit Agreement provides for an asset-based revolving credit line of $1 billion, which replaces the Company's existing $1.3 billion senior secured U.S. revolving credit facility (the "Existing U.S. Credit Facility"), and also provides for an option, subject to certain conditions, to increase total commitments to $1.3 billion in the future. The obligations under the ABL Credit Agreement are guaranteed by the Guarantors and are secured by a first-priority lien on the ABL Collateral. The Company's obligations under the ABL Credit Agreement are also secured by a second-priority lien on the Non-ABL Collateral, which secures the Notes and the Company's obligations under the Rabobank Term Loan (as defined below) on a first-priority basis.

In addition, the Company has entered into a new $200 million term loan among the Company, the Guarantors, the lenders party thereto and Rabobank, as administrative agent (the "Rabobank Term Loan"). The Rabobank Term Loan will mature on August 29, 2013 and replaces the Company's existing $200 million term loan that was scheduled to mature in August 2011. The Rabobank Term Loan is secured by first-priority liens on the Non-ABL Collateral and is secured by second-priority liens on the ABL Collateral, which secures the Company's obligations under the ABL Credit Agreement on a first-priority basis.

The Indenture, the ABL Credit Agreement and the Rabobank Term Loan are discussed below.

Indenture

Pursuant to the Indenture, the Company issued and sold to the initial purchasers $625 million aggregate principal amount at maturity of the Notes. The terms of the Indenture provide that, among other things, the Notes will rank equally in right of payment to all of the Company's existing and future senior debt and senior in right of payment to all of the Company's existing and future subordinated debt. The guarantees will rank equally in right of payment with all of the Guarantors' existing and future senior debt and senior in right of payment to all of the Guarantors' existing and future subordinated debt. In addition, the Notes are structurally subordinated to the liabilities of the Company's non-guarantor subsidiaries. The Notes are guaranteed by the Guarantors and are secured by first-priority liens on the Non-ABL Collateral and are secured by second-priority liens on the ABL Collateral.

Guarantees. The Guarantors guarantee the Company's obligations under the Notes on a senior secured basis. The guarantees of each such Guarantor are secured on a first-priority basis by the Non-ABL Collateral held by each such Guarantor and on a second-priority basis by the ABL Collateral held by each such Guarantor.

Collateral. The Notes and the guarantees are secured on a first-priority basis by the Non-ABL Collateral and on a second-priority basis by the ABL Collateral. The Non-ABL Collateral includes mortgage liens on specified properties of the Company and the Guarantors, including certain Company-owned U.S. processing plants (excluding plants to be closed as part of the Company's Pork Segment restructuring announced in Fiscal 2009 and

The Non-ABL Collateral will also include any improvements or additions to the real property, fixtures and equipment that currently form a part of such collateral. The Company and the Guarantors are also required to pledge any additional real property or related fixtures and equipment acquired after the Closing Date, including property or related fixtures and equipment acquired with the proceeds of certain transactions. The Non-ABL Collateral will exclude customary items, such as a portion of the capital stock of non-U.S. subsidiaries, the pledge of which may result in tax issues, the capital stock of subsidiaries if the pledge of such capital stock would violate a contractual obligation, letters of credit for identified purposes or a contract or license if the grant of a lien would violate a contract, license or agreement.

Intercreditor Arrangements. The collateral securing the Notes and the guarantees will also serve as collateral to secure the obligations of the Company and the Guarantors under the ABL Credit Agreement and the Rabobank Term Loan. The Company, the Guarantors, the collateral agent, on behalf of itself, the holders of the Notes and the lenders and the administrative agent under the Rabobank Term Loan, and the administrative agent under the ABL Credit Agreement have entered into an intercreditor agreement that provides, among other things, that
(1) liens on the ABL Collateral securing the Notes and the Rabobank Term Loan will be junior to the liens in favor of the administrative agent under the ABL Credit Agreement, and consequently, the lenders under the ABL Credit Agreement will be entitled to receive the proceeds from the foreclosure of any such assets prior to the holders of the Notes and the lenders under the Rabobank Term Loan,
(2) liens on the Non-ABL Collateral securing the Notes and the Rabobank Term Loan will be senior to the liens in favor of the administrative agent under the ABL Credit Agreement, and consequently, the holders of the Notes and the lenders under the Rabobank Term Loan will be entitled to receive proceeds from the foreclosure of any such assets prior to the lenders under the ABL Credit Agreement, (3) during any insolvency proceedings, the administrative agent under the ABL Credit Agreement and the collateral agent will coordinate their efforts to give effect to the relative priority of their security interests in the ABL Collateral and the Non-ABL Collateral, and (4) certain procedures for enforcing the liens on the collateral shall be followed.

Interest Rate. Interest on the Notes accrues at a rate of 10% per annum. . . .

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

(d) Exhibits

Exhibit 4.1   Indenture, dated July 2, 2009, among the Company, the Guarantors and
              U.S. Bank National Association, as Trustee.


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Exhibit 4.2   Form of 10% Senior Secured Note Due 2014 (included in Exhibit 4.1).

Exhibit 4.3   Credit Agreement, dated July 2, 2009, among the Company, the Guarantors,
              the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative
              agent and joint collateral agent, J.P. Morgan Securities Inc., General
              Electric Capital Corporation, Barclays Capital, Morgan Stanley Bank,
              N.A. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
              Nederland", New York Branch, as joint bookrunners and co-lead arrangers,
              General Electric Capital Corporation, as co-documentation and joint
              collateral agent, Barclay's Capital and Morgan Stanley Bank, N.A., as
              co-documentation agents and Coöperatieve Centrale
              Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch,
              as syndication agent.

Exhibit 4.4   Term Loan Agreement, dated July 2, 2009, among the Company, the
              Guarantors, the lenders party thereto and Coöperatieve Centrale
              Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York Branch, as
              administrative agent.

Exhibit 4.5   Amended and Restated Pledge and Security Agreement, dated July 2, 2009,
              among the Company, the Guarantors and JPMorgan Chase Bank, N.A., as
              administrative agent.

Exhibit 4.6   Pledge and Security Agreement, dated July 2, 2009, among the Company,
              the Guarantors, and U.S. Bank National Association, as collateral agent.

Exhibit 4.7   Intercreditor Agreement, dated July 2, 2009, among the Company, the
              Guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and U.S.
              Bank National Association, as collateral agent.

Exhibit 4.8   Intercreditor and Collateral Agency Agreement, dated July 2, 2009, among
              the Company, the Guarantors, U.S Bank National Association, as
              collateral agent, U.S. Bank National Association, as trustee for the
              Notes, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
              "Rabobank Nederland", New York Branch, as administrative agent.