FIRST AMENDMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 2.2

FIRST AMENDMENT OF

MEMBERSHIP INTEREST PURCHASE AGREEMENT

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.

W I T N E S S E T H :

WHEREAS, pursuant to Section 5.16(a) of the Agreement, JBS was required to promptly and duly call, give notice of, convene and hold a meeting of its shareholders within 30 days of the date of the MIPA, for the purpose of obtaining approval of the transactions contemplated thereby;

WHEREAS, JBS did not timely fulfill the requirement stipulated in Section 5.16(a), having convened a meeting of its shareholders for the intended purpose to be held on April 2, 2008, as a result of which the requirement that the transaction contemplated by the Agreement be approved within 30 days also cannot be fulfilled;

WHEREAS, in order to provide a solution to the problem described above which cannot be cured, JBS has requested an amendment to the Agreement in order to assure compliance with the covenants contained in Section 5.16;

WHEREAS, the Sellers are willing to agree to such amendment of Section 5.16 and to amend the corresponding right to terminate in Section 7.1(g)(ii) and Section 7.3(c)(iii) that exists by virtue of the failure of JBS timely to fulfill the conditions established in Section 5.16;

WHEREAS, the Parties agree that with the adoption of this Amendment as of March 24, 2008, that there is no breach of the MIPA relating to Section 5.16 and therefore no right of the Sellers to terminate the MIPA under Sections 7.1(b)(ii) and 7.1(g)(ii) under conditions existing as of March 24, 2008;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, JBS, the Sellers and National hereby agree as follows:

1.   Waivers .  To the extent and only to the extent that a breach resulted from the failure by JBS to timely convene a meeting of shareholders to approve the transaction contemplated by the MIPA prior to the adoption by the Parties of this Amendment, the Sellers hereby waive any breach of the MIPA arising from violation of Section 5.16 of the MIPA, and the related termination rights provided in respect thereof under Section 7.1(b)(ii), Section 7.1(g)(ii) and Section 7.3(c)(iii).                                                             

Signature Copy

2.    Amendments .  The Sellers, National and JBS hereby agree to amend Section 5.16(a), Section 7.1(g)(ii) and Section 7.3(c)(iii) of the MIPA with existing words and language stricken and new language underlined as provided below: 

            5.16     JBS Shareholder Approval.   Buyer shall promptly after the date of this Agreement give all required notices and take all action necessary to notify its shareholders of a meeting to seek approval of the transactions contemplated hereby and mail to its shareholders information relevant to their vote and as required under the applicable law.  The Board of Directors of Buyer shall:

(a)        promptly and duly call, give notice of, convene and hold a meeting of its shareholders, which meeting shall be held within 30 days of the date of the Agreement not later than April 2, 2008 , for the purpose of obtaining approval of the transactions contemplated hereby;

(b)        recommend to its shareholders approval of the contemplated transactions under this Agreement; and

(c)        take all commercially reasonable action to solicit and obtain shareholder approval.

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