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<br />200806452
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<br />(0) Liens created in connection with the indemnity and contribution
<br />obligations in favor of underwriters or Bond purchasers in connection with the Bonds;
<br />and
<br />
<br />(p) Liens incurred in the ordinary course of business of the Company securing
<br />obligations that in the aggregate at anyone time outstanding do not exceed the Asset
<br />Percentage.
<br />
<br />"Permitted Refinancing Indebtedness" shall mean any Indebtedness of the Company
<br />issued in exchange for, or the net proceeds of which are used to extend, refinance, renew,
<br />replace, defease or refund other Indebtedness of the Company; provided that:
<br />
<br />(a) the principal amount (or accreted value, if applicable) of such Permitted
<br />Refinancing Indebtedness does not exceed the principal amount (or accreted value, if
<br />applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or
<br />refunded (plus all accrued interest on the Indebtedness and the amount of all expenses,
<br />costs and fees and premiums incurred in connection therewith);
<br />
<br />(b) such Permitted Refinancing Indebtedness has a final maturity date later
<br />than the final maturity date of, and has a Weighted Average Life to Maturity equal to or
<br />greater than the Weighted Average Life to Maturity of, the Indebtedness being extended,
<br />refinanced, renewed, replaced, defeased or refunded; and
<br />
<br />(c) such Indebtedness is incurred by the Company as obligor on the
<br />Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.
<br />
<br />"Person" shall mean an individual, a corporation, a partnership, a joint venture, an
<br />association, a joint-stock company, a trust, an unincorporated organization, a limited liability
<br />company, a governmental body, a political subdivision, a municipal corporation, a public
<br />corporation or any other group or organization of individuals.
<br />
<br />"Pledge Agreement" shall mean the Pledge Agreement dated as of June I, 2008 among
<br />the Company, the Trustee and JBS Swift, including all amendments thereof or supplements
<br />thereto.
<br />
<br />"Principal Office" is defined in the definitions of Trustee and Paying Agent herein.
<br />
<br />"Project" shall mean the Facility, to the extent financed with proceeds of the Bonds, as
<br />further described on Exhibit A to this Agreement.
<br />
<br />"Project Costs" shall mean costs incurred by the Issuer or the Company, whether before
<br />or after the issuance of the Bonds, and reimbursed not later than three years after the payment
<br />thereof, with respect to the acquisition, construction, improving and equipping of the Project,
<br />including, but not limited to, the following items:
<br />
<br />(a) the cost of acquisition, cleanup, construction, reconstruction, improvement
<br />and expansion, including the cost of the acquisition of all land, rights-of-way, property
<br />rights, easements, and interests, the cost of all machinery and equipment, financing
<br />
<br />4834-8191-0786.7
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