0001003297-04-000456 Sample Contracts

WAIVER AND CONSENT
Waiver and Consent • November 23rd, 2004 • National Beef Packing Co LLC • Meat packing plants

This Waiver and Consent ("Waiver") is made as of October 6, 2004, by and among NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company, successor by conversion to Farmland National Beef Packing Company, L.P., a Delaware limited partnership (the "Borrower"), U.S. BANK NATIONAL ASSOCIATION, a national banking association ("U.S. Bank"), in its capacity as Agent for the Lenders (in such capacity, the "Agent") and as one of the Lenders, and the other financial institutions signatory hereto (together with U.S. Bank, being at least the Required Lenders).

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THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 23rd, 2004 • National Beef Packing Co LLC • Meat packing plants

This Third Amendment to Third Amended and Restated Credit Agreement ("Amendment") is made as of November 19, 2004, by and among NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company, successor by conversion to Farmland National Beef Packing Company, L.P., a Delaware limited partnership (the "Borrower"), U.S. BANK NATIONAL ASSOCIATION, a national banking association ("U.S. Bank"), in its capacity as Agent for the Lenders (in such capacity, the "Agent") and as one of the Lenders, and the other financial institutions signatory hereto (together with U.S. Bank, being at least the Required Lenders).

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 23rd, 2004 • National Beef Packing Co LLC • Meat packing plants

This Second Amendment to Third Amended and Restated Credit Agreement ("Amendment") is made as of August 2, 2004, by and among NATIONAL BEEF PACKINGCOMPANY, LLC, a Delaware limited liability company, successor by conversion to Farmland National Beef Packing Company, L.P., a Delaware limited partnership (the "Borrower"), U.S. BANK NATIONAL ASSOCIATION, a national banking association ("U.S. Bank"), in its capacity as Agent for the Lenders (in such capacity, the "Agent") and as one of the Lenders, and the other financial institutions signatory hereto (together with U.S. Bank, being at least the Required Lenders).

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