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~00900~~~
<br />ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
<br />THIS AGREEMENT, made this 31 Sc day of July, 2009, by and between ENTRECAP
<br />FINANCIAL, LLC, a Delaware limited liability company having an address c/a Cerberus
<br />Capital Management, 299 Park Avenue, New York, NY 10171 ("Assignor"), and JBS USA,
<br />LLC, a Delaware limited liability company having an address at 1770 Promontory Circle,
<br />Greeley, CO 80634 ("Assignee").
<br />WITNESSETH:
<br />WHEREAS, Assignor is the lessor and Assignee is the lessee under that certain Lease
<br />Agreement dated as of May 18, 1998 relating to certain property, improvements and equipment
<br />located in Grand Island, Nebraska, as rr-ore fully described in such Lease Agreement;
<br />WHEREAS, by that certain Purchase and Sale Contract dated as of July 22, 2009
<br />between Assignor, as seller, and Assignee, as purchaser (the "Purchase Contract"), Assignee has
<br />agreed to purchase from Assignor, and Assignor has agreed to sell to Assignee, all of Assignor's
<br />right, title and interest in certain property located in Grand Island, Nebraska and more
<br />particularly described in the Purchase Contract, including its interest under the Lease Agreement
<br />insofar as the Lease Agreement relates to the Land and the Improvements, but not the Equipment
<br />(as such terms are defined in the Lease Agreement), it being acknowledged that the rights of the
<br />lessor under the Lease Agreement relating to the Equipment are held by a third party; and
<br />WHEREAS, in connection therewith, Assignor desires to assign to Assignee all of
<br />Assignor's right, title and interest in and to the Lease Agreement, and Assignee desires to accept
<br />such assignment and assume the obligations of the lessor under the Lease Agreement an and
<br />after the date hereof in each case to the extent that the Lease Agreement relates to the Land and
<br />the Improvements, but not the Equipment;
<br />NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in hand paid
<br />by Assignee to Assignor, and for other good and valuable consideration, the receipt of which is
<br />hereby acknowledged, Assignor and Assignee hereby agree as follows:
<br />1. Assignor hereby assigns, sets over and transfers unto Assignee to have and to hold from
<br />and after the date hereof all of the right, title and interest of Assignor in, to and under the
<br />Lease Agreement to the extent the Lease Agreement relates to the Land and the
<br />Improvements, but not the Equipment.
<br />2. Assignee hereby accepts the within assignment and assumes and agrees with Assignor to
<br />perform and comply with and to be bound by all the terms, obligations, covenants,
<br />agreements, provisions and conditions of the Lease Agreement on the part of the lessor
<br />thereunder to be performed on and after the date hereof, in the same manner and with the
<br />same force and effect as if Assignee had originally executed the Lease Agreement as
<br />lessor, to the extent the Lease Agreement relates to the Land and the Improvements, but
<br />not the Equipment.
<br />Assignee hereby agrees to perform and comply with and to be bound by all of the other
<br />terms, covenants, conditions and limitations of the Lease Agreement on the part of the
<br />NY01/GARRJ/ 135$4$7.2
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