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200210067
<br />DEED OF TRUST AND SECURITY AGREEMENT AND FIXTURE FILING
<br />THIS DEED OF TRUST AND SECURITY AGREEMENT AND FIXTURE
<br />FILING, dated as of September 19 , 2002 is made by SwiFT BEEF COMPANY, a
<br />Delaware corporation ( "Grantor "), whose address is 1770 Promontory Circle, Greeley,
<br />Colorado 80634, to LAWYERS TITLE INSURANCE CORPORATION, a Virginia
<br />corporation (together with his successors and assigns, "Trustee "), whose address is 10
<br />South LaSalle Street, Suite 2500, Chicago, Illinois 60602, for the use and benefit of
<br />CITICORP USA, INC., as Administrative Agent, (together with its successors and assigns,
<br />"Beneficiary"), having an address at 388 Greenwich Street, 19th Floor, New York, New
<br />York 10013. References to this "Deed of Trust' shall mean this instrument and any and
<br />all renewals, modifications, amendments, supplements, extensions, consolidations,
<br />substitutions, spreaders, restatements and replacements of this instrument.
<br />Background
<br />A. Grantor (i) is the owner of the fee simple estate in the parcel(s) of real
<br />property described on Schedule A attached hereto (the "Land ") and (ii) owns, leases or
<br />otherwise has the right to use all of the buildings, improvements, structures and fixtures
<br />now or subsequently located on the Land (the "Improvements "; the Land and the
<br />Improvements being collectively referred to as the "Real Estate ").
<br />B. It is a condition precedent to the obligations of the Lenders referred to
<br />below under the Credit Agreement, dated as of September 19 2002 (as the same may be
<br />amended, supplemented, restated, replaced or otherwise modified from time to time, the
<br />"Credit Agreement'), among Swift & Company, a Delaware corporation, S &C
<br />Australia Holdco Ply. Ltd., Australia Meat Holdings Pty. Ltd., S &C Holdco 3, Inc., a
<br />Delaware corporation, the Lenders, the Issuers party thereto, the Beneficiary, as
<br />administrative, collateral and Australian agents for the Lenders and the Issuers,
<br />JPMorgan Chase Bank, as syndication agent for the Lenders and the Issuers,
<br />Citisecurities Limited, as Australian collateral trustee for the Lenders and Issuers, and
<br />General Electric Capital Corporation, U.S. Bank, National Association, and Cooperatieve
<br />Centrale Raiffeisen - Boerenleenbank B.A., "Rabobank International", New York Branch,
<br />each as co- documentation agents for the Lenders and Issuers, that the Grantor grant this
<br />Deed of Trust to secure repayment of the Secured Obligations (as defined in the Credit
<br />Agreement) of the Grantor (the "Secured Obligations ").
<br />Granting Clauses
<br />For good and valuable consideration, the receipt and sufficiency of which
<br />are hereby acknowledged, Grantor agrees that to secure (i) the due and punctual payment
<br />of all of the Secured Obligations, howsoever created, arising or evidenced, whether direct
<br />or indirect, absolute or contingent, now or hereafter existing or due or to become due, in
<br />accordance with the terms thereof and (ii) the performance of all of the obligations of the
<br />W2 11178150M 2#091.DOU358990079
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