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20050 5693
<br />"Amended and Restated Credit Agreement, dated as of May's, 2005 (as the
<br />same may be amended, supplemented, restated, replaced or otherwise modified from time to
<br />time, the "Credit Agreement "), among Swift & Company, a Delaware corporation (the
<br />"Company "), S &C Australia Holdco Pty. Ltd., a New South Wales, Australia company
<br />( "Australian Holdings "), Australia Meat Holdings Pty. Limited (the "Australian Company"
<br />and, together with "Australian Holdings ", the "Australian Borrowers "), S &C Holdco 3, Inc., a
<br />Delaware corporation ( "Holdings "), the Lenders (as defined therein), the Issuers (as defined
<br />therein), Citicorp USA., Inc. ( "Citicorp "), as administrative and collateral agent for the Lenders
<br />and the Issuers (in such capacity, the "Administrative Agent ") and as Australian agent for the
<br />Lenders and Issuers, JPMorgan Chase Bank ( "dPMorgan "), as syndication agent for the Lenders
<br />and the Issuers (in such capacity, the "Syndication Agent "), Citisecurities Limited
<br />( "Citisecurities "), as Australian Collateral Tnistee for the Lenders and Issuers (in such capacity,
<br />the "Australian Collateral Trustee ") and the documentation agents named therein ".
<br />2. The Deed of Trust is amended by inserting the following as Paragraph C
<br />to the Background Section of the Deed of Trust:
<br />"Grantor is a party to that certain Domestic Guaranty dated as of September 19,
<br />2002 (as the same may be amended, supplemented, restated, replaced or otherwise modified
<br />from time to time, the "Domestic Guaranty "), pursuant to which Grantor has guaranteed the
<br />Guaranty Obligations under the Credit Agreement."
<br />3. The Deed of Trust is amended by changing the reference to "Section 4.7
<br />of the Credit Agreement" in Section 2(a)(i) of the Deed of Trust to "Section 4.20 of the Credit
<br />Agreement ".
<br />4. If there shall be any inconsistencies between the terms, covenants,
<br />conditions and provisions set forth in the Deed of Trust and the terms, covenants, conditions and
<br />provisions set forth in this Amendment, then, the terms, covenants, conditions and provisions of
<br />this Amendment shall prevail. Whenever possible, the provisions of this Amendment shall be
<br />deemed supplemental to and not in derogation of the terms of the Deed of Tnrst and any
<br />documents relating thereto.
<br />5. Beneficiary hereby confirms and ratifies all of the terms and provisions of
<br />the Deed of Trust as amended by this Amendment. Except as expressly amended hereby, all of
<br />the terms of the Deed of Trust shall remain in full force and effect.
<br />6. This Amendment may be executed in any number of separate
<br />counterparts, each of which shall, collectively and separately, constitute one agreement.
<br />(signature page follows)
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