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201108089
<br /> DEED OF TRUST,SECURITY AGREEMENT,ASSIGNMENT OF RENTS
<br /> AND LEASES AND FIXTURE FILING (NEBRASKA)
<br /> THIS OPEN-END DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT
<br /> OF RENTS AND LEASES AND FIXTURE FILING (NEBRASKA)(this"Deed of Trust")is dated as
<br /> of October 25, 2011 by and from SWIFT BEEF COMPANY, a Delaware corporation ("Grantor"),
<br /> whose address is 1770 Promontory Circle, Greeley, Colorado, 80634 to STEWART TITLE
<br /> GUARANTY COMPANY ("Trustee"), with an address at 209 South 19`�' Street, Suite 105, Omaha,
<br /> Nebraska 68102, for the benefit of JPMORGAN CHASE BANK, N.A., a national banking association,
<br /> having an address at 1111 Fannin Street, Floor 10, Houston, TX 77002-6925 as administrative agent and
<br /> secured party of record (in such capacity, "AgenP') for the Lenders and the other Secured Parties (as
<br /> defined in the Credit Agreement referred to below) (the "Secured Parties") (Agent, together with its
<br /> successors and assigns, "Beneficiary").
<br /> ARTICLE 1
<br /> DEFINITIONS
<br /> Section 1.1 Definitions. All capitalized terms used herein without definition shall
<br /> have the respective meanings ascribed to them in the Credit Agreement. If any term is not defined in the
<br /> Credit Agreement,then such term will have the meaning ascribed to it in the Intercreditor Agreement. As
<br /> used herein, the following terms shall have the following meanings:
<br /> (a) "Credit AgreemenP': That certain First Lien Credit Agreement dated as of June
<br /> 30, 2011, as the same may be amended, amended and restated, supplemented or otherwise modified from
<br /> time to time, among Borrower,Agent and the other Secured Parties.
<br /> (b) "Event of DefaulP': An Event of Default under and as defined in the Credit
<br /> Agreement.
<br /> (c) "Indebtedness": All indebtedness of Grantor to Agent or any of the other
<br /> Secured Parties under the Credit Agreement or any other Loan Document (defined below) to which
<br /> Grantor is a party. The Indebtedness secured hereby includes, without limitation, all interest and
<br /> expenses accruing after the commencement by or against Grantor or any of its affiliates of a proceeding
<br /> under the Bankruptcy Code (defined below) or any similar law for the relief of debtors. The Credit
<br /> Agreement contains a revolving credit facility which permits Borrower to borrow certain principal
<br /> amounts, repay all or a portion of such principal amounts, and reborrow the amounts previously paid to
<br /> the Secured Parties, all upon satisfaction of certain conditions stated in the Credit Agreement. This Deed
<br /> of Trust secures all advances and re-advances under the Credit Agreement, including, without limitation,
<br /> those under the revolving credit facility contained therein. THE MAXIMUM PRINCIPAL
<br /> INDEBTEDNESS SECURED BY OR WHICH BY ANY CONTINGENCY MAY BE SECURED
<br /> BY THIS DEED OF TRUST IS $2,650,000,000. INDEBTEDNESS ALSO INCLUDES OPTIONAL
<br /> PRINCIPAL FUTURE ADVANCES, NOT INCLUDING SUMS ADVANCED TO PROTECT
<br /> THE SECURITY,WHICH SHALL NOT EXCEED THE TOTAL AMOUNT OF$2,650,000,000.
<br /> (d) "Intercreditor Agreement": That certain Intercreditor Agreement dated as of
<br /> June 30, 2011, as the same may be amended, amended and restated, supplemented or otherwise modified
<br /> from time to time, among Borrower, JBS USA Holdings Inc., Agent, JPMorgan Chase Bank,N.A., in its
<br /> capacity as administrative agent for the holders of the Initial Fixed Asset Obligations (as defined in the
<br /> Intercreditor Agreement)and as collateral agent for the holders of the Initial Fixed Asset Obligations, and
<br /> the other Loan Parties identified therein.
<br /> 509265-1598-00754-Active.12645846.2
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