Exhibit 10.7




 


FIRST AMENDMENT TO WEANLING PIG SALES
AGREEMENT


 


This First Amendment
Weanling Pig Sales Agreement (this “Amendment”), dated April 1, 2013, is made by and between TS Finishing, LLC,
a Delaware limited liability company (“TS FINISHING”) and Mountain Prairie, LLC, a Colorado limited liability
company (“MOUNTAIN PRAIRIE”).


 


RECITALS


 


WHEREAS, the
parties executed a Weanling Pig Sales Agreement effective January 1, 2010 (the “Agreement”);


 


WHEREAS, the
Parties desire amend the Agreement as provided herein;


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


		1.	Amendments to Agreement. The Agreement is amended as follows:



 


(a)The definition
of “Hog Procurement Agreement” in the second recital is hereby amended to refer to the Hog Procurement Agreement dated
the same date as this Amendment between Hormel Foods Corporation and TS FINISHING.


 


(b)Section 2 is
hereby deleted in its entirety and the following is inserted in lieu thereof:


 


2.Term. The term
of this Agreement commences on the Effective Date and expires on June 30, 2013, unless terminated earlier in accordance with this
Agreement.


 


(c)Section 3 and
the attached Finished Production Matrix Costs are hereby deleted in their entirety and the following is inserted in lieu thereof:


 


3.Price. The
price of pigs sold by MOUNTAIN PRAIRIE to TS FINISHING during this Agreement will be $ * per head, based on the count at the receiving
barn, less any quality adjustments as described in Section 7. MOUNTAIN PRAIRIE will invoice TS FINISHING the amount due for pigs
upon delivery of the weanling pigs. TS FINISHING will pay MOUNTAIN PRAIRIE the invoiced amount within five (5) days from the date
of delivery.


 


* Material has been omitted pursuant to
a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 



    	 



    	 



    

 


(d)Section 4 is hereby deleted
in its entirety and the following is inserted in lieu thereof:


 


Intentionally Omitted.


 


(e)Section 7(a)
is amended by inserting the following at the end of such Section:


 


TS FINISHING (i) acknowledges that
the weanling pigs sold by MOUNTAIN PRAIRIE may be infected with Porcine Reproductive and Respiratory Syndrome (“PRRS”),
(ii) agrees not to reject any weanling pigs on account of being infected with PRRS or exhibiting the symptoms thereof, (iii) agrees
not to allege that it is damaged in any way relating to the fact that any weanling pig is infected with PRRS and hereby releases
MOUNTAIN PRAIRIE from any liability associated with any weanling pigs being infected with PRRS.


 


(f)Section 7(b)
is amended by inserting the following at the end of such Section:


 


TS FINISHING must (x) provide MOUNTAIN
PRAIRIE immediate notice of any rejected pigs, (y) preserve rejected pigs for 24 hours and (z) provide MOUNTAIN PRAIRIE the opportunity
to inspect such pigs during the period of preservation. If MOUNTAIN PRAIRIE determines, in its reasonable judgment, that any weanling
pig was wrongfully rejected by TS FINISHING, TS FINISHING will be liable to MOUNTAIN PRAIRIE for damages.


 


(g) Section 8 is
hereby deleted in its entirety and the following is inserted in lieu thereof:


 


8.DEFAULT;
TERMINATION.


 


(a)For purposes of this Agreement,
“Default” means:


 


		(1)	Either party breaches this Agreement and such breach remains uncured sixty (60) days after receipt
from the non-defaulting party of a written notice specifying the breach;



 


		(2)	Either party manifests an intention not to perform any material obligation under this Agreement
(for example, delivering hogs or accepting hogs) or manifests an intention not to cure a material breach of this Agreement;



 


		(3)	TS FINISHING or its parents, subsidiaries or affiliates is in default under any other agreement
with MOUNTAIN PRAIRIE or its parents, subsidiaries or affiliates; or MOUNTAIN PRAIRIE or its parents, subsidiaries or affiliates
is in default under any other agreement with TS FINISHING or its parents, subsidiaries or affiliates;



 


		(4)	(i) TS FINISHING’s pigs become endangered, as determined by MOUNTAIN PRAIRIE in its reasonable
judgment, (ii) TS FINISHING violates any local, state, or federal laws, regulations, permits or orders pertaining to environmental
safety, or (iii) TS FINISHING violates any local, state, or federal laws, regulations, permits, or orders pertaining to food safety;



 



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		(5)	Either party becomes insolvent, suspends or discontinues business operations, makes an assignment
for the benefit of creditors, commences voluntary or has commenced against them involuntary bankruptcy proceedings, or voluntarily
appoints or involuntarily has appointed a receiver or trustee of all or any part of their property.



 


(b)If the other party is in
Default pursuant to Section 8(a)(1), 8(a)(2) or 8(a)(3) the non-defaulting party may terminate this Agreement by written notice
to the defaulting party. Upon delivery of such a written notice of termination this Agreement will immediately terminate. This
Agreement shall automatically terminate, without further action, if a Default occurs pursuant to Section 8(a)(4) or 8(a)(5).


 


(h)The last sentence of Section
9 is hereby deleted.


 


(i)Section 18 is
hereby deleted in its entirety and the following is inserted in lieu thereof:


 


18.Notices.
All notices provided for hereunder shall be immediately sent via electronic mail to the addresses listed below and shall simultaneously
be sent via overnight mail to the addresses below. Notice is provided when it is received.


 





	MOUNTAIN PRAIRIE:	MOUNTAIN PRAIRIE, LLC
	 	c/o Hormel Foods Corporation
	 	1 Hormel Place
	 	Austin, MN 55912-3680
	 	Attention: Cory Bollum
	 	Email: cdbollum@hormel.com
	 	 
	with copy to:	Faegre Baker Daniels LLP
	 	801 Grand Avenue, 33rd Floor
	 	Des Moines, Iowa 50309
	 	Attention: Jacob Bylund
	 	Email: jacob.bylund@faegrebd.com
	 	 
	TS FINISHING:	TS FINISHING, LLC
	 	510 S. 170th Street, Suite 104
	 	Ames, IA 50010
	 	Attention: Steve Price
	 	Email: steve.price@agfeedinc.com
	 	 
	with copy to: 	Foley & Lardner LLP
	 	777 East Wisconsin Avenue
	 	Milwaukee, WI 53202-5306
	 	Attention: Richard H. Casper
	 	Email: rcasper@foley.com


 


 







  



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(j)Section 19 is
hereby deleted in its entirety and the following is inserted in lieu thereof:


 


19.Amendment.
This Agreement may be amended or supplemented only in a writing signed by the parties, and not by any course of dealing or prior
performance.


 


(k)Section 20 is
hereby amended by deleted “State of Iowa” and inserting “State of Minnesota” in lieu thereof.


 


(l)All references
to arbitration being the sole remedy of party or limiting any dispute resolution to arbitration are hereby deleted. Section 22
of the Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:


 


Intentionally omitted.


 


2.Remainder of Agreement Unchanged.
Except as amended hereby, all of the terms of the Agreement are unaffected by this Amendment and remain in full force and effect.
All terms not defined herein shall have the meanings set forth in the Agreement.


 


3.Binding Effect on Successors
and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective
heirs, successors, legal representatives and permitted assigns.


 


4.Modifications
in Writing. No amendment, modification, supplement, termination or waiver of or to any provision of this Amendment, or
consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by or on behalf of the party
to be charged with the enforcement thereof.


 


5.Counterparts.
This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile
transmission or be electronic mail shall be effective as delivery of manually executed counterpart hereof.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have
caused this Amendment to be signed by their duly authorized representatives.


 








	
TS FINISHING, LLC


	 	MOUNTAIN PRAIRIE, LLC 



	 	 	 	 	 	 	 
	By:	/s/ Gerry Daignault	 	By:	 /s/ Jeff Nuytten
	 	 	 	 	 	 	 
	Print Name:	Gerry Daignault	 	Print Name:	Jeff Nuytten
	 	 	 	 	 	 	 
	Title:	President	 	Title:	Vice Pres. Operations, Refrig. Foods
	 	 	 	 	 	 	 
	Date:	4/18/13	 	Date:	4/18/13







   


 


[Signature Page to First Amendment to Weanling
Pig Sales Agreement]


 



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