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<br />200806452
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<br />charges, inventory, raw materials and other supplies, research and development costs,
<br />interest prior to and during construction and for six months after completion of
<br />construction, whether or not capitalized, necessary reserve funds, cost of estimates and of
<br />engineering and legal services, plans, specifications, surveys, estimates of cost and of
<br />revenue, other expenses necessary or incident to determining the feasibility and
<br />practicability of acquiring, cleaning, constructing, reconstructing, improving, and
<br />expanding any such project, administrative expense and such other expenses as may be
<br />necessary or incident to the acquisition, cleanup, construction, reconstruction,
<br />improvement and expansion thereof, the placing of the same in operation and the
<br />financing or refinancing of any such project, including the refunding of any outstanding
<br />obligations, mortgages or advances issued, made or given by any Person for any of the
<br />aforementioned costs;
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<br />(b) to the extent authorized by the Act, costs of all other items related to the
<br />acquisition, construction, improving and equipping of the Project; and
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<br />(c) all Costs of Issuance.
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<br />"Project Site" shall mean the real estate identified in Exhibit A attached hereto on which
<br />the Project is situated, which real estate is owned by JBS Swift, leased by JBS Swift to the
<br />Company pursuant to the Site Lease and subleased by the Company to the Issuer pursuant to the
<br />Sublease, and any other interests in real property, leasehold interests, easements, licenses and
<br />rights in real property hereafter acquired by the Issuer for use in connection with the Project, less
<br />any interests in real property, easements, licenses, rights of way or similar rights and privileges
<br />as may be released from this Agreement pursuant to Section 8.09 or 8.10 hereof, or taken by the
<br />exercise of the power of eminent domain.
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<br />"Rebate Fund" shall mean the fund by that name created and established in Section 8.05
<br />of the Indenture.
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<br />"Regulations" shall mean the Income Tax Regulations promulgated pursuant to the Code.
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<br />"Rent Payment" shall mean each payment required to pay amounts due and owing on the
<br />Bonds issued pursuant to this Agreement, as described and defined in Sections 6.02 and 6.04
<br />hereof and as provided for in the Indenture, including the principal of, redemption premium, if
<br />any, and interest on such Bonds.
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<br />"Responsible Officer" shall mean an officer of the Trustee who customarily handles
<br />corporate trusts and is assigned to supervise the Indenture, and any other officer of the Trustee to
<br />whom a matter is referred because of his knowledge of and familiarity with the particular subject
<br />in question.
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<br />"SEC' shall mean the United States Securities and Exchange Commission.
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<br />"Site Lease" shall mean the Lease Agreement dated as of September 1, 2006 between
<br />JBS Swift, as lessor, and the Company, as lessee, including all amendments thereof and
<br />supplements thereto.
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<br />4834-8191-0786.7
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