FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT AND SECURITY AGREEMENT

 

This FirstAmendment to Amended and Restated Credit Agreement and Security Agreement (“**Amendment**”)is made as of December 7, 2009, by and among U.S. PREMIUM BEEF, LLC, a****Delawarelimited liability company (together with its successors and assigns, the “**Borrower**”),and COBANK, ACB, an agricultural credit bank (“**CoBank**”), as Agent (insuch capacity, the “**Agent**”) and as the sole Syndication Party as of thedate of this Amendment.

**RECITAL**

 

This Amendmentis made with respect to the Amended and Restated Credit Agreement and SecurityAgreement dated as of June 22, 2009 (as amended, modified, supplemented,renewed or restated from time to time, the “**Agreement**”).  Capitalizedterms that are not defined in this Amendment shall have the meanings assignedto them in the Agreement.  Borrower desires to exchange a portion of the NBInterest pursuant to the initial public offering of Class A common stock ofNational Beef, Inc., a Delaware corporation, on substantially the same termsand conditions as set forth in that certain draft Preliminary Prospectus datedDecember 4, 2009 (the “**IPO**”).  In order to facilitate the IPO, Borrowerhas requested that CoBank release the portion of the NB Interest held by CoBankas Collateral that is to be exchanged pursuant to the IPO (the “**Exchanged NBInterest**”).

 

NOW, THEREFORE,in consideration of the foregoing and of the terms and conditions contained inthis Amendment, and of any loans or extensions of credit or other financialaccommodations heretofore, now or hereafter made to or for the benefit ofBorrower, the parties agree as follows:

 

            1.         Effectiveupon the consummation of the IPO:

 

(a) Notwithstanding the terms of Section 9.1 of the Agreement, and the PledgeAgreement dated as of June 22, 2009, referred to therein (the “**PledgeAgreement**”), the Collateral shall not include the Exchanged NB Interest,and the Exchanged NB Interest shall be and is herby released by CoBank.

 

(b) The definitions of**“**Aggregate Commitment” and “Tranche B Commitment” shall be amended toread:

(i)  **Aggregate Commitment**:  shall be in the amount of $11,801,927.06(reducing with the reductions in the Tranche A Commitment) comprised of:(a) a fully fundedTranche A Commitment in the amount of $1,801,927.06, and reducingwith each payment of principal on the Tranche A Loan(s), and (b) a Tranche B Commitmentin the amount of $10,000,000.

(ii)  **Tranche B Commitment**: shall be $10,000,000.

 

 

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2.         On orbefore the tenth Business Day after the consummation of the IPO, Borrower shalldeliver to CoBank certificates received in conjunction with the IPO, if any,representing the NB Interest retained by Borrower.

 

3.         Inthe event the IPO is not consummated on or before February 28, 2010, then thisAmendment shall be null and void and of no further force or effect.  Otherwise,this Amendment shall be an integral part of the Agreement and the PledgeAgreement, and all of the terms set forth therein are hereby incorporated inthis Amendment by reference, and all terms of this Amendment are herebyincorporated into said Agreement and the Pledge Agreement as if made anoriginal part thereof.  All of the terms and conditions of the Agreement andthe Pledge Agreement, which are not modified in this Amendment, shall remain infull force and effect.  To the extent the terms of this Amendment conflict withthe terms of the Agreement and the Pledge Agreement, the terms of thisAmendment shall control.

 

4.         This Amendment may be executed inseveral counterparts, each of which shall be construed together as oneoriginal.  Facsimile (or other electronic) signatures on this Amendment shallbe considered as original signatures.

 

[Signature Pages Follow]

 

 

 

 

 

 

 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment asof the day and year first herein above written.

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| **U.S. PREMIUM BEEF, LLC**                                                                                                                                                                                                                                                          |
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| ** **                                                                                                                                                                                                                                                                          |
| **By:/s/ Steven D. Hunt                      **                                                                                                                       |
| **Its:         CEO                                   ** |
| ** **                                                                                                                                                                                                                                                                          |
| **COBANK, ACB, individually andas Agent and Syndication Party**                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                |
| By: /s/ James Matzat                                                                                                                                        |
| **Its:          Vice President                  **                                                                                           |

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| **{SIGNATURE PAGE TO FIRST AMENDEMENT TO AMENDED AND  RESTATED CREDIT AGREEMENT AND SECURITY AGREEMENT}** |
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