Exhibit
10.9(g)


 


                     ,
2009


 


CoBank,
ACB


5500
South Quebec Street


Greenwood
Village, Colorado  80111


Attention: James Stutzman


 


Re:  Acknowledgment


 


Ladies and Gentleman:


 


Reference is made to that
certain Sixth Amended and Restated Credit Agreement, dated as of July 25,
2007 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”) among National Beef Packing
Company, LLC, a Delaware limited liability company (the “Borrower”), the
financial institutions from time to time party thereto (the “Lenders”),
and CoBank, ACB, an agricultural credit bank, as Lead Arranger, Syndication
Agent, Swing Line Lender and Administrative Agent for the Lenders (in such
capacity, the “Agent”). 
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Credit Agreement.


 


This letter agreement is
entered into contemporaneously with the execution and delivery of that certain
Fourth Amendment to Sixth Amended and Restated Credit Agreement, dated as of
the date hereof (the “Fourth Amendment”), among the Borrower, the
Lenders and the Agent.  As an inducement
to the Agent and the Lenders to enter into the Fourth Amendment and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, National Beef, Inc., a Delaware corporation (“NB, Inc.”)
hereby acknowledges and agrees that it shall not (a) conduct, transact or
otherwise engage in any business or operations other than those incidental to
its direct ownership of the equity interests of the Borrower or the issuance
and registration under federal securities laws of securities and other matters
incidental thereto, (b) incur, create, assume or suffer to exist any
Indebtedness except (i) nonconsensual obligations imposed by operation of
law, (ii) obligations with respect to the intercompany loans permitted
under Section 10.3(t) of the Credit Agreement (as amended by
the Fourth Amendment), and (iii) obligations with respect to its equity interests,
(c) create, assume or permit to exist any Lien upon the equity interests
of the Borrower or any of its other properties or assets, (d) create,
organize or acquire any Subsidiary (other than a Subsidiary of the Borrower to
the extent permitted under the Credit Agreement), or (e) amend any
agreement, instrument or document pertaining to Borrower’s governance in any
manner that has or could reasonably be expected to have a material adverse
effect on the rights, powers or remedies of the Agent and/or the Lenders.  For the avoidance of doubt, nothing herein
shall prohibit NB, Inc. from entering into and performing its obligations
under the Tax Receivable Agreement, Exchange Agreement, Stockholders Agreement
and related documents, in each case, dated on or about the date of the Initial
Public Offering and entered into in connection therewith.


 


NB, Inc. hereby further
acknowledges and agrees that it will derive substantial direct and indirect
benefit from the execution and delivery of the Fourth Amendment by the parties
thereto and acknowledges that this letter agreement constitutes a Financing
Document under the Credit Agreement and that any failure by NB, Inc. to
comply fully with its obligations set forth herein shall constitute an
immediate Matured Default under the Credit Agreement.


 


This letter agreement shall
be construed in accordance with and governed by the laws of the State of
Colorado without regard to the application of conflict of laws principles.  This letter agreement sets forth the entire agreement
between the parties with respect to the matters addressed herein and supersedes
all prior communications, written or oral, with respect hereto.  This letter agreement shall be binding upon
the parties hereto and their respective successors and assigns.  This letter agreement may be executed in any 


 

















 


number of counterparts, each
of which, when so executed, will be deemed to be an original and all of which,
taken together, will constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page to this letter agreement by facsimile or other electronic
means will be as effective as delivery of an original executed counterpart of
this letter agreement.


 


Please
indicate your acceptance and agreement to the terms hereof by executing this
letter agreement in the space provided below.


 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NATIONAL
  BEEF, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COBANK,
  ACB, individually and as Lead Arranger,

  	
   

  	
   

  
	
  Syndication
  Agent and Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


Signature Page