0001003297-08-000069 Sample Contracts

Appendix C Amended as of March 27, 2008
Limited Liability Company Agreement • April 4th, 2008 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties

For the period when Class A and Class B Units must be Transferred together under Section 3.2(b) of the Agreement, a Class A Unit may not be Transferred separately from a Class B Unit and a Class B Unit may not be transferred separately from a Class A Unit.

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SECOND AMENDMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • April 4th, 2008 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • 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.

FIRST AMENDMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • April 4th, 2008 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • 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.

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