0001003297-08-000253 Sample Contracts

THIRD AMENDMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • November 24th, 2008 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Delaware

THIS THIRD AMENDMENT (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 is dated effective as of October 31, 2008. Unless otherwise defined in this Amendment, terms used in this Amendment shall have the meanings assigned in the MIPA and includes JBS S.A. which is defined as “Buyer”.

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