**SIXTH AMENDMENT TO CREDIT AGREEMENT**

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT ("**SixthAmendment**") is executed this 20th day of June, 2006, to be effectiveas of May 30, 2006 ("**Effective Date**"), by and between U.S. PREMIUM BEEF,LLC, a limited liability company formed under the laws of the State of Delaware(successor, by merger, to U.S. Premium Beef, Ltd.), ("**Borrower**"), whosemailing address is 12200 North Ambassador Drive, Suite 501, Kansas City,Missouri 64163, and COBANK, ACB ("**CoBank**"), as agent for the benefit ofthe Syndication Parties (in that capacity, "**Agent**"), whose mailingaddress is 5500 South Quebec Street, Greenwood Village, Colorado 80111.

**RECITALS**

A.**     **CoBank, as Agent and as a Syndication Party(collectively, the present and future Syndication Parties shall be referred toherein as the "**Syndication Parties**" and, each, a "**Syndication Party**")and Borrower's predecessor, U.S. Premium Beef, Ltd. ("**Original BorrowerEntity**"), entered into that certain Credit Agreement (Term Loan) dated asof November 25, 1997, as amended by that certain First Amendment to CreditAgreement (Term Loan) dated effective as of March 21, 2000, as amended by thatcertain Second Amendment to Credit Agreement (Term Loan) dated effective as ofAugust 24, 2001, as amended by that certain Third Amendment to Credit Agreementdated effective as of August 29, 2002, as amended by that certain FourthAmendment to Credit Agreement dated effective as of August 6, 2003, and asamended by that certain Fifth Amendment to Credit Agreement dated effective asof September 29, 2004 (as so amended and as further amended, modified,supplemented, restated or replaced from time to time, the "**Credit Agreement**")pursuant to which the Syndication Parties agreed to make a term loan toOriginal Borrower Entity under the terms and conditions set forth in the CreditAgreement.

B.      Borrower has requested that the SyndicationParties amend the Credit Agreement to facilitate Borrower's acquisition ofadditional membership units in National Beef Packing Company, LLC, which theSyndication Parties are willing to do under the terms and conditions as setforth in this Sixth Amendment.

**AGREEMENT**

NOW, THEREFORE, for good andvaluable consideration, the receipt of which is hereby acknowledged, includingthe mutual promises and agreements contained herein, the parties hereto herebyagree as follows:

 

 

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**1.        Amendments to Credit Agreement.**  The Credit Agreementis amended as of the Effective Date as follows:

**1.1       **The following new Section is added to Article I reading asfollows:

**1.133   AcquisitionTransaction**:  means the transaction whereby Borrower will (a) acquire fromBrawley Beef, LLC a certain number of limited partnership units representing alimited partnership interest in, and issued by, National Beef California, L. P.("**NBC Partnership Units**"), and (b) immediately thereafter contribute theNBC Partnership Units to National Beef LLC in exchange for (i) 5,899,297 ClassA units and (ii) 664,475 Class B-1 units, in each case reflecting membershipinterests in, and issued by, National Beef LLC ("**Additional National Beef LLCUnits**").

**1.134   AdditionalNational Beef LLC Units**:  shall have the meaning set forth in Section1.133.

**            1.131   NBCPartnership Units**:  shall have the meaning set forth in Section 1.133.

**1.2       **Section 9.1 is amended by the addition of the following sentenceat the end of such Section:

Notwithstandingthe foregoing, the term "Collateral" shall not include the NBC PartnershipUnits and Borrower shall not be required to grant to the Agent a securityinterest in the NBC Partnership Units.

**1.3       **Clause (e) of Section 13.8 is amended in its entirety to readas follows:

(e) (i) a membershipinterest, up to a one-hundred percent (100%) interest, in National Beef LLC,and (ii) in connection with the Acquisition Transaction, the NBC PartnershipUnits and the Additional National Beef LLC Units; and

**2.         Conditions to Effectiveness of this SixthAmendment**.  The effectiveness of this Sixth Amendment is subject tosatisfaction, in Agent's sole discretion, of each of the following conditionsprecedent:

**2.1        Representations and Warranties.** The representations and warranties of Borrower shall be true and correct in allmaterial respects on and as of the Effective Date as though made on and as ofsuch date.

**2.2        No Event of Default**.  No Event of Default shall haveoccurred and be continuing under the Credit Agreement as of the Effective Dateof this Sixth Amendment. 

**2.3        Amendment Fee and Costs and Expenses**.  Borrower shallhave reimbursed Agent for all of its costs and expenses incurred in connectionwith this Sixth Amendment, including attorney's fees to Agent's counsel.

 

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**3.         General Provisions**.

**3.1        No Other Modifications**.  The Credit Agreement, asexpressly modified herein, shall continue in full force and effect and bebinding upon the parties thereto.        

**3.2        Successors and Assigns**.  This Sixth Amendment shall bebinding upon and inure to the benefit of Borrower and Agent, and theirrespective successors and assigns, except that Borrower may not assign ortransfer its rights or obligations hereunder. 

**3.3        Definitions**.  Capitalized terms used, but not defined,in this Sixth Amendment shall have the meaning set forth in the CreditAgreement.

**3.4 **      **Severability**. Should any provision of this Sixth Amendment be deemed unlawful orunenforceable, said provision shall be deemed several and apart from all otherprovisions of this Sixth Amendment and all remaining provisions of this SixthAmendment shall be fully enforceable.

**3.5 **      **GoverningLaw**.  To the extent not governed by federal law, this Sixth Amendment andthe rights and obligations of the parties hereto shall be governed by,interpreted and enforced in accordance with the laws of the State of Colorado.

**3.6 **      **Headings**. The captions or headings in this Sixth Amendment are for convenience only andin no way define, limit or describe the scope or intent of any provision ofthis Sixth Amendment.

**3.7        Counterparts**.  This Sixth Amendment may be executed inany number of counterparts and by different parties to this Sixth Amendment inseparate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which taken together shall constitute one and the sameagreement.  Copies of documents or signature pages bearing original signatures,and executed documents or signature pages delivered by telefax or facsimile orby e-mail transmission of an Adobeâfile format document (also known as a PDF file), shall, in each such instance,be deemed to be, and shall constitute and be treated as, an original signeddocument or counterpart, as applicable.  Any partydelivering an executed counterpart of this Sixth Amendment by telefax or telefacsimile, or by e-mailtransmission of an Adobe file format document alsoshall deliver an original executed counterpart of this Sixth Amendment, but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effectof this Sixth Amendment.

**[SignaturesFollow on Next Page]**

 

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**IN WITNESS WHEREOF,**the parties hereto have caused this Sixth Amendment to Credit Agreement to beexecuted as of the Effective Date.

**BORROWER:**

U.S.PREMIUM BEEF, LLC, a limited liability company formed under the laws of theState of Delaware

By: /s/Steven D. Hunt                                                 Name:Steven D. HuntTitle:Chief Executive Officer

**AGENT:**

COBANK,ACB

By: /s/Jim Stutzman                                                     Name: JimStutzmanTitle:Vice President, Corporate Finance Division

**SYDICATIONPARTY:**

COBANK,ACB

By: /s/Jim Stutzman                                                     Name: JimStutzman Title: Vice President, Corporate Finance Division

 

 

 

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