0001003297-08-000068 Sample Contracts

AMENDED AND RESTATED LEASE AGREEMENT Between Joint Development Authority of Brooks, Colquitt, Grady, Mitchell, and Thomas Counties
Lease Agreement • April 4th, 2008 • National Beef Packing Co LLC • Meat packing plants • Georgia

This AMENDED AND RESTATED LEASE AGREEMENT (this “Lease”), dated as of April 1, 2006, by and between the JOINT DEVELOPMENT AUTHORITY OF BROOKS, COLQUITT, GRADY, MITCHELL, AND THOMAS COUNTIES (the “Issuer”), a public body corporate and politic and public corporation created and existing under the laws of the State of Georgia, party of the first part, and NATIONAL BEEF PACKING COMPANY, LLC (the “Company”), a limited liability company organized and existing under the laws of the State of Delaware, party of the second part, amends and restates the Lease Agreement, dated as of January 16, 2001, as amended May 1, 2001 (the “2001 Lease”), by and between the Issuer and the Company’s predecessor, Farmland National Beef Company, a Delaware limited partnership.

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FIRST AMENDMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • April 4th, 2008 • National Beef Packing Co LLC • Meat packing plants • Delaware

THIS FIRST AMENDMENT, dated effective as of March 24, 2008 (this “Amendment”), to the Membership Interest Purchase Agreement, dated as of February 29, 2008 (as amended, supplemented or otherwise modified from time to time, the “MIPA”), among JBS S.A., National Beef Packing Company, LLC, U.S. Premium Beef, LLC, French Basin Land and Cattle Co., LLC, TKK Investments, LLC, S-B Enterprises V, LLC, TMKCO, LLC, John R. Miller, Timothy M. Klein and NBPCO Holdings, LLC. Unless otherwise defined herein, terms used herein shall have the meanings assigned thereto in the MIPA.

SECOND AMENDMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • April 4th, 2008 • National Beef Packing Co LLC • Meat packing plants • Delaware

THIS SECOND AMENDMENT, dated effective as of April 3, 2008 (this “Amendment”), to the Membership Interest Purchase Agreement, dated as of February 29, 2008 (as amended, supplemented or otherwise modified from time to time, the “MIPA”), among JBS S.A. (“JBS”), National Beef Packing Company, LLC, U.S. Premium Beef, LLC, French Basin Land and Cattle Co., LLC, TKK Investments, LLC, S-B Enterprises V, LLC, TMKCO, LLC, John R. Miller, Timothy M. Klein and NBPCO Holdings, LLC. Unless otherwise defined herein, terms used herein shall have the meanings assigned thereto in the MIPA.

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