First Amendment to Sixth Amended and Restated Credit Agreement by National Beef Packing Company, LLC and Lenders

 Exhibit 10.1 FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT This First Amendment to Sixth Amended and Restated Credit Agreement ("Amendment") is made as of June 27, 2008, by and among NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (together with its successors and assigns, the "Borrower"), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, ("Rabobank") as Documentation Agent and as one of the Lenders, COBANK, ACB, an agricultural credit bank ("CoBank"), as Lead Arranger, Syndication Agent, Swing Line Lender and Administrative Agent for the Lenders (in such capacity, the "Agent") and as one of the Lenders, and the other financial institutions signatory hereto (together with Rabobank and CoBank, being at least the Required Lenders). RECITAL This Amendment is made with respect to the Sixth Amended and Restated Credit Agreement made as of the 25th day of July, 2007 (as amended, modified, supplemented, renewed or restated from time to time, the "Agreement"). Capitalized terms that are not defined in this Amendment shall have the meanings assigned to them in the Agreement. The Borrower and the Lenders desire to amend certain provisions of the Agreement. NOW, THEREFORE, in consideration of the foregoing and of the terms and conditions contained in this Amendment, and of any loans or extensions of credit or other financial accommodations heretofore, now or hereafter made to or for the benefit of Borrower, the parties agree as follows: 1. Section 10.7 of the Agreement, Capital Investment Limitations, shall be amended to read as follows: 10.7. Capital Investment Limitations. The Borrower shall not make or become legally obligated to make any Net Capital Expenditures exceeding $50,000,000 in the aggregate during any Fiscal Year. Notwithstanding the foregoing, the Borrower shall be allowed to make or become legally obligated to make Net Capital Expenditures not exceeding $60,000,000 in the aggregate during Fiscal Year 2008. 2. This Amendment shall be effective as of its date, conditioned upon (a) the execution and delivery to the Agent of this Amendment, executed by the Borrower and at least the Required Lenders; (b) the payment of the amendment administration fee payable to the Agent as set forth in the separate fee letter between the Borrower and the Agent; and (c) amendment fees in the amount of $2,500 each, in consideration of this Amendment for the account of each Lender and Farm Credit System Participant that has delivered their signature page to this Amendment or their consent thereto (as the case may be) to the Agent or to Agent's counsel, without conditions, on or before 5:00 p.m. (Denver Time) on June 9, 2008. 

 3. This Amendment shall be an integral part of the Agreement, and all of the terms set forth therein are hereby incorporated in this Amendment by reference, and all terms of this Amendment are hereby incorporated into said Agreement as if made an original part thereof. All of the terms and conditions of the Agreement, which are not modified in this Amendment, shall remain in full force and effect. To the extent the terms of this Amendment conflict with the terms of the Agreement, the terms of this Amendment shall control. 4. This Amendment may be executed in several counterparts, each of which shall be construed together as one original. Facsimile signatures on this Amendment shall be considered as original signatures. [Signature Pages Follow] 2 

 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Sixth Amended and Restated Credit Agreement as of the day and year first herein above written. NATIONAL BEEF PACKING COMPANY, LLC By: /s/ Jay D. Nielsen -------------------------------------- Its: Chief Financial Officer ------------------------------------- COBANK, ACB, individually and as Lead Arranger, Syndication Agent and Administrative Agent By: /s/ James Matzat -------------------------------------- Its: Vice President ------------------------------------- COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, individually and as Documentation Agent By: /s/ Robert K. Hughes By: /s/ Brett Delfino ----------------------------------- -------------------------------------- Its: Executive Director Its: Executive Director ------------------------------- ------------------------------------- {SIGNATURE PAGE ONE OF THREE TO FIRST AMENDEMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT} 3 

 THE CIT GROUP/BUSINESS CREDIT, INC. By: /s/ Tedd Johnson -------------------------------------- Its: Vice President ------------------------------------- BANK OF OKLAHOMA, N.A. By: /s/ Christopher K. Porter -------------------------------------- Its: Vice President ------------------------------------- BMO CAPITAL MARKETS FINANCING, INC. By: /s/ Philip Langheim -------------------------------------- Its: Director ------------------------------------- LASALLE BANK N.A. By: -------------------------------------- Its: ------------------------------------- CALYON - NEW YORK BRANCH By: /s/ David Cagle -------------------------------------- Its: Managing Director ------------------------------------- By: /s/ Brian Myers -------------------------------------- Its: Managing Director ------------------------------------- {SIGNATURE PAGE TWO OF THREE TO FIRST AMENDEMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT} 4 

 FIRST NATIONAL BANK OF OMAHA By: /s/ Wade Horton -------------------------------------- Its: Vice President ------------------------------------- AMERICAN AGCREDIT, PCA, formerly known as Pacific Coast Farm Credit Services, ACA By: /s/ Gary Van Schuyver -------------------------------------- Its: Vice President ------------------------------------- {SIGNATURE PAGE THREE OF THREE TO FIRST AMENDEMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT}