UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~June~~ November 229, 2010

NATIONAL BEEF PACKING COMPANY, LLC

(Exact name of registrant as specified in charter)

Delaware	333-111407	48-1129505
(State of Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
Incorporation)		Identification Number)

12200 North Ambassador Drive, Suite 500, Kansas City, MO 64195-0046

(Address of Principal Executive Offices) (Zip Code)

(816) 713-8500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0103. ~~Entry~~Creation ~~into~~of a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under an Off-Balance Sheet Arrangement.

~~(a)~~ On ~~June~~November 429, 2010, National Beef Packing Company, LLC (the “Company”) ~~and its subsidiaries National Beef California~~, LPdrew ~~and~~$175 ~~National~~million ~~Carriers, Inc.~~under ~~entered into an~~its Amended and Restated Credit Agreement with Cobank, ACB, Coöperatieve Centrale ~~Raiffeisen~~ Raiffeisen Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, U.S. Bank National Association, Bank of America, N.A., BMO Capital Markets Financing, Inc., ~~Cobank, ACB~~ and various other lenders (the “Credit Facility”). The ~~Credit~~draw ~~Facility~~was ~~amends~~made ~~and~~to ~~restates~~fund distributions to the ~~Sixth~~ ~~Amended~~Company’s members and ~~Restated~~for ~~Credit~~general ~~Agreement~~corporate ~~dated~~purposes. asThe draw constitutes the last of ~~July 25,~~a ~~2007 filed~~series asof ~~Exhibit 10.1~~term toloans under the ~~Company’s~~Credit ~~Current~~Facility ~~Report~~not to onexceed ~~Form~~$375 million in the aggregate. 8 The term loans are payable in quarterly installments based upon a ten-Kyear level amortization with the remaining aggregate outstanding principal ~~filed~~balance onmaturing ~~July~~in June ~~31,~~2015. The total ~~2007~~amount of term loans outstanding under the Credit Facility immediately following the draw is approximately $370 million.

Borrowings under the Credit Facility bear interest at LIBOR or the “Base Rate” plus an applicable margin rate, depending on the Company’s funded debt to EBITDA ratio. The Credit Facility ~~provides~~ ~~for~~is ~~(i) a~~secured ~~series~~by ofa ~~term~~first priority ~~loans~~lien ~~not~~on tosubstantially ~~exceed~~all ~~$375~~of ~~million~~the inassets of the Company and its ~~aggregate~~subsidiaries. The Credit Facility contains representations, ~~payable~~warranties, covenants inand ~~quarterly~~events ~~installments~~of ~~based~~default ~~upon~~customary afor ~~ten-year~~financings ~~level~~of this type, ~~amortization~~including, ~~with~~without limitation, covenants restricting the ~~remaining~~Company’s ~~aggregate~~ability ~~outstanding~~to incur ~~principal~~additional ~~balance~~debt, incur liens, merge or consolidate with other companies, ~~maturing~~sell inor ~~June 2015~~dispose of its assets, liquidate or dissolve, make investments, loans, advances, guarantees and acquisitions, and make certain equity distributions. In addition, the Credit Facility requires the company to meet the following financial covenants: (iii) aan Adjusted Net Worth of at least $~~250~~275 million ~~revolving~~as ~~line~~ of ~~credit~~ ~~loan~~the ~~that~~end ~~matures~~of ineach ~~June 2015~~fiscal ~~and~~year; is(ii) a Funded ~~subject~~Debt to ~~certain~~EBITDA ~~borrowing base~~Ratio ~~limitations~~of not more than 3. ~~Funds~~25 ~~available under~~to 1.00 as of the ~~Credit~~end ~~Facility~~of ~~may~~each fiscal bequarter; ~~used~~and ~~for~~(iii) a ~~working~~Fixed ~~capital~~Charge ~~needs,~~Coverage ~~capital~~Ratio ~~expenditures~~of ~~and~~at ~~other~~least ~~general~~1.05 ~~corporate~~to ~~purposes~~1.00 as of the end of each fiscal quarter.

~~Borrowings~~In ~~under~~ the ~~Credit~~ ~~Facility~~event ~~bear~~of ~~interest~~a atdefault ~~LIBOR or~~ by the ~~Base~~Company ~~Rate~~or ~~(the~~its ~~higher~~subsidiaries ofunder ~~(i) 1.5% greater than~~ the ~~higher~~Credit ofFacility, the ~~one~~Administrative Agent ~~week~~may, or ~~one~~at ~~month LIBOR rate, (ii)~~ the ~~prime~~ ~~rate,~~direction orof ~~(iii)~~ the ~~federal~~requisite ~~funds~~lenders ~~rate plus 0.5%)~~shall, ~~plus~~terminate the ~~applicable~~Credit ~~margin. The~~Facility ~~applicable~~and ~~margin for~~declare ~~“LIBOR~~the ~~Rate”~~loans ~~advances~~then ~~will range between 2.25% and 3.25%~~outstanding, ~~depending~~together onwith ~~the~~any ~~Company’s~~accrued ~~funded~~interest ~~debt~~thereon toand ~~EBITDA~~all ~~ratio. The~~fees ~~applicable margin for “Base Rate” advances will range between 1.25%~~ and ~~2.25%,~~other ~~depending~~obligations onof the Company’s ~~funded~~and its ~~debt~~subsidiaries tounder ~~EBITDA~~the ~~ratio. The~~ Credit Facility, isto ~~secured~~be bydue ~~a first priority lien on substantially all of the assets of the Company~~ and ~~its subsidiaries~~payable immediately.

The Credit Facility contain representations, warranties, covenants and events of default customary for financings of this type, including, without limitation, covenants restricting the Company’s ability to incur additional debt, incur liens, merge or consolidate with other companies, sell or dispose of its assets, liquidate or dissolve, make investments, loans, advances, guarantees and acquisitions, and make certain equity distributions. In addition, the Credit Facility requires the company to meet the following financial covenants: (i) an Adjusted Net Worth of at least $275 million as of the end of each fiscal year; (ii) a Funded Debt to EBITDA Ratio of not more than 3.25 to 1.00 as of the end of each fiscal quarter; and (iii) a Fixed Charge Coverage Ratio of at least 1.05 to 1.00 as of the end of each fiscal quarter.2

In the event of a default by the Company or its subsidiaries under the Credit Facility, the Administrative Agent may, or at the direction of the requisite lenders shall, terminate the Credit Facility and declare the loans then outstanding, together with any accrued interest thereon and all fees and other obligations of the Company and its subsidiaries under the Credit Facility, to be due and payable immediately.SIGNATURES

~~The foregoing is a~~Pursuant ~~summary~~to of the ~~terms~~requirements of the ~~Credit~~Securities ~~Facility.~~Exchange ~~This~~Act ~~summary~~of is1934, ~~qualified~~the inregistrant ~~its~~has ~~entirety~~duly bycaused ~~reference~~this report to ~~the~~be ~~full~~signed ~~text~~on ofits ~~the~~behalf ~~Credit~~by ~~Facility,~~the ~~which~~undersigned ishereunto ~~attached~~duly ~~hereto as Exhibit 10~~authorized.~~1, and is incorporated herein by reference.~~

		NATIONAL BEEF PACKING COMPANY, LLC


Date:	December 1, 2010	By:	/s/ Jay D. Nielsen
			Jay D. Nielsen
			Chief Financial Officer

(b) On June 2, 2010, the Company entered into a Unit Redemption Agreement with TKK Investments, LLC and TMKCo, LLC (collectively, the “Klein Entities”) to redeem certain Class B units representing membership interests in the Company owned by the Klein Entities. The Klein Entities are owned or controlled by the Company’s president and chief executive officer, Timothy M. Klein. Pursuant to the Unit Redemption Agreement, the Company will redeem 82,315.5 Class B Units from each of the Klein Entities through the payment of $4 million to each Klein Entity.3

(c) On June 2, 2010, the Company, U.S. Premium Beef, LLC, NPBCo Holdings, LLC and the Klein entities amended Exhibit 3.1 to the Company’s Limited Liability Company Agreement to reflect the membership interests in the Company following the redemptions contemplated by the Unit Redemption Agreement.

Item 2.03. Creation of Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant

The information set forth above in Item 1.01 hereby is incorporated into Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Amended and Restated Credit Agreement
10.2		Unit Redemption Agreement
10.3		Fifth Amended Exhibit 3.1 to Limited Liability Company Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NATIONAL BEEF PACKING COMPANY, LLC
Date: June 8, 2010	By:	/s/ Jay D. Nielsen
		Jay D. Nielsen
		Chief Financial Officer

EXHIBIT INDEX

10.1		Amended and Restated Credit Agreement
10.2		Unit Redemption Agreement
10.3		Fifth Amended Exhibit 3.1 to Limited Liability Company Agreement

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