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200106125 After recording return to: Farm Credit Leasing Services Corporation 1600 Colonnade 5500 Wayzata Blvd. Minneapolis, MN 55416 Attn: Thomas H. Vicker NOTICE AND ACKNOWLEDGEMENT CONAGRA BEEF COMPANY (formerly, Monfort, Inc.), Lessee CONAGRA, INC., Guarantor Re: Lease Agreement dated as of May 18, 1998 (the "Lease "), by and between PITNEY BOWES CREDIT CORPORATION ( "Lessor ") and CONAGRA BEEF COMPANY (formerly Monfort, Inc.) ( "Lessee "); and Guaranty made as of May 18, 1998 (the "Guaranty "), by CONAGRA, INC. ( "Guarantor ") in favor of Lessor in connection with the Lease. All capitalized terms used and not otherwise defined herein shall have the meanings given to such terms as set forth in the Lease. NOTICE You are hereby notified that Lessor has sold, assigned and transferred to Farm Credit Leasing Services Corporation ( "Assignee "), whose offices are at 1600 Colonnade, 5500 Wayzata Blvd., Minneapolis, Minnesota 55416 -1252, all right, title, and interest in the Lease as such relates to the Equipment described in the Lease and all of its right, title, and interest in the Equipment located on those certain parcels of land situated in Hall County, Nebraska, more particularly described on attached Exhibit A which land is the subject of that certain Memorandum of Ground Lease dated as of May 18, 1998 and recorded as Instrument No. 98- 105892 with the Hall County, Nebraska Registrar of Deeds, on June 18, 1998 ( "Real Property"). By execution below, Lessee and Guarantor acknowledge receipt of this notice and confirm and agree to the following: Il. ACKNOWLEDGEMENT 1. The Lease Documents, including the Lease, and the Guaranty have been duly authorized, executed and delivered by Lessee or Guarantor (as applicable); constitute the legal, valid and binding obligations of Lessee or Guarantor (as applicable) enforceable against Lessee or Guarantor (as applicable) in accordance with the terms thereof, are in full force and effect on the date of execution of this notice by Lessee and Guarantor; are free from all defenses, set -offs and counterclaims; and no Event of Default or event which, with the passage of time or the giving of notice, or both would constitute an Event of Default under the Lease Documents or the Guaranty has occurred and is continuing.