0001003297-06-000280 Sample Contracts

NATIONAL BEEF PACKING COMPANY, LLC LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF AUGUST 6, 2003
Limited Liability Company Agreement • July 10th, 2006 • National Beef Packing Co LLC • Meat packing plants • Delaware

This Limited Liability Company Agreement of National Beef Packing Company, LLC is entered into and made effective as of August 6, 2003, by and among U.S. Premium Beef, Ltd., a Kansas cooperative corporation (“USPB”), NBPCo Holdings, LLC, a South Dakota limited liability company (“NBPCo Holdings”), John R. Miller (“Miller”), French Basin Land & Cattle Co. LLC, a Utah limited liability company (“MillerCo”), Timothy M. Klein (“Klein”), TKK Investments, LLC, a Missouri limited liability company (“KleinCo”), and S-B Enterprises V, LLC, a Utah limited liability company (“SmithCo”) (with certain other Persons from time to time party hereto, collectively the “Members”).

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CONTRIBUTION AGREEMENT
Contribution Agreement • July 10th, 2006 • National Beef Packing Co LLC • Meat packing plants • Missouri

THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of this 30th day of May, 2006, by and between U.S. Premium Beef, LLC, a Delaware limited liability company ("USPB"), and National Beef Packing Company, LLC, a Delaware limited liability company (the "Company"). USPB and the Company may be referred to herein individually as a "Party" or collectively as the "Parties."

CONTRIBUTION AGREEMENT dated as of May 19, 2006 by and among BRAWLEY BEEF, LLC and NATIONAL BEEF CALIFORNIA, LP and NATIONAL BEEF PACKING COMPANY, LLC
Contribution Agreement • July 10th, 2006 • National Beef Packing Co LLC • Meat packing plants • Kansas

THIS CONTRIBUTION AGREEMENT (the "Agreement") is entered into as of this ___ day of May, 2006 by and between Brawley Beef, LLC, a California limited liability company ("Brawley"), and National Beef California, LP, a Delaware limited partnership ("Newco") and National Beef Packing Company, LLC ("National"), a Delaware limited liability company as guarantor.

CONTRIBUTION AGREEMENT FOR INTERESTS IN U. S. PREMIUM BEEF, LLC BY AND BETWEEN U.S. PREMIUM BEEF, LLC AND BRAWLEY BEEF, LLC
Contribution Agreement • July 10th, 2006 • National Beef Packing Co LLC • Meat packing plants

This Agreement to acquire interests in U.S. Premium Beef, LLC (this "Agreement"), dated as of May 30, 2006 (the "Effective Date"), is entered into by and between Brawley Beef, LLC, a California limited liability company ("Brawley Beef"), and U.S. Premium Beef, LLC, a Delaware limited liability company ("USPB") (each of Brawley Beef and USPB, a "Party" and together, the "Parties").

AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF NATIONAL BEEF PACKING COMPANY, LLC
Limited Liability Company Agreement • July 10th, 2006 • National Beef Packing Co LLC • Meat packing plants

This Amendment (this "Amendment") to the Limited Liability Company Agreement (the "Agreement") of National Beef Packing Company, LLC is entered into and made effective as of August 6, 2003, by and among U.S. Premium Beef, LLC ("USPB"), NBPCo Holdings, LLC ("NBPCo Holdings"), John R. Miller ("Miller"), French Basin Land & Cattle Co. LLC ("MillerCo"), Timothy M. Klein ("Klein"), TKK Investments, LLC ("KleinCo"), and S-B Enterprises V, LLC ("SmithCo")(with certain other Persons from time to time party to the Agreement, collectively the "Members").

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