Nb Finance Corp Sample Contracts

Nb Finance Corp – LETTER OF TRANSMITTAL for Offer to Exchange All Outstanding 10 1/2% Senior Notes due 2011 for 10 1/2% Series B Senior Notes due 2011 of NATIONAL BEEF PACKING COMPANY, LLC NB FINANCE CORP. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003 (THE “EXPIRATION DATE”) UNLESS EXTENDED. The Exchange Agent is: (February 11th, 2004)

Delivery of this Letter of Transmittal to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

Nb Finance Corp – Agreement 2 Base Rate/Job Grades 24 Bidding Process 11 Bulletin Boards 32 Check-Off 3 Disability Insurance 24 Duration and Termination 33 Education, Safety and Cultural Fund 32 Equipment Furnished by the Company 14 Employee Meat Purchase Plan 15 Ergonomics 20 Funeral Leave 20 Grievance Procedure 16 Guarantee 3 Health Benefits 22 Holidays 12 Hours of Work 4 Layoff and Recall 11 Leaves of Absence 19 Management Rights 2 Meal Periods - Rest Periods 14 Memorandums of Understanding I-II 33 No Strike - No Lockout 15 Non- Discrimination 2 Orientation 12 Overtime Work 5 Pension Fund 22 Prescription Card (February 11th, 2004)

THIS AGREEMENT made and entered into this 22nd day of December 2003 by and between NATIONAL BEEF, of Liberal, Kansas hereinafter referred to as the “Company”, and UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, AFL-CIO-CIC, UFCW DISTRICT LOCAL TWO, hereinafter referred to as the “Union”.

Nb Finance Corp – INDENTURE OF TRUST between CITY OF DODGE CITY, KANSAS and COMMERCE BANK, N.A. as Trustee securing CITY OF DODGE CITY, KANSAS INDUSTRIAL DEVELOPMENT REVENUE BONDS (FARMLAND NATIONAL BEEF PACKING COMPANY, L.P. PROJECT), SERIES 1999 Dated as of February 1, 1999 (December 19th, 2003)

THIS INDENTURE OF TRUST, dated as of February 1, 1999 (the “Indenture”), between the City of Dodge City, Kansas, a duly organized municipal corporation of the State of Kansas (the “Issuer”), and Commerce Bank, N.A., a national banking association with its principal office in Kansas City, Missouri (the “Trustee”), with capitalized terms used in the following Recitals and Granting Clauses being defined in Article I hereof:

Nb Finance Corp – Farmland National Beef Packers, LLP 10100 N. Executive Hills Blvd. Suite 400 Kansas City, MO 64153 Dear Tim: (December 19th, 2003)

This letter agreement (“Agreement”) serves to amend and further define the terms and conditions under which Wal-Mart Stores, Inc. (“Wal-Mart”) will buy case-ready pork, beef and ground beef (collectively referred to as “Products”) from Farmland National Beef Packers, LLP (“National Beef”); and under which National Beef will produce and sell Products to Wal-Mart. The parties have entered into a vendor agreement (“Vendor Agreement”) delivered by National Beef to Wal-Mart, executed an addendum to the vendor agreement on November 28, 2000, and this Agreement will further amend the Vendor Agreement. Notwithstanding any language in the Vendor Agreement to the contrary, based on the substantial investments that will be made by the parties to market, produce and sell Products, the parties have agreed to the following commitment for the purchase and sale of Products:

Nb Finance Corp – NATIONAL BEEF PACKING COMPANY, LLC MANAGEMENT INCENTIVE PROGRAM (December 19th, 2003)
Nb Finance Corp – LEASE AGREEMENT (December 19th, 2003)

THIS LEASE AGREEMENT is entered into as of March 1, 2000 (the “Agreement”), by and between the City of Dodge City, Kansas, a duly organized municipal corporation of the State of Kansas (the “Issuer”), and Farmland National Beef Packing Company, L.P., a Delaware limited partnership (the “Company”), with capitalized terms used in the following Recitals being defined in Article I:

Nb Finance Corp – NATIONAL BEEF PACKING COMPANY, L.P. and NB FINANCE CORP., as Issuers 10 1/2% Senior Notes due 2011 (December 19th, 2003)

INDENTURE dated as of August 6, 2003 among National Beef Packing Company, L.P., a Delaware limited partnership (the “Company”), NB Finance Corp. (the “Co-Issuer”), as joint and several obligors (each an “Issuer” and together, the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”).

Nb Finance Corp – National Beef Packing Company, LLC Management Long Term Incentive Plan (December 19th, 2003)
Nb Finance Corp – DEFERRED EQUITY INCENTIVE COMPENSATION AGREEMENT JOHN MILLER (December 19th, 2003)

This Deferred Equity Incentive Compensation Agreement (“Agreement”) is dated August 6, 2003 and is made by John Miller (“Executive”) and National Beef Packing Company, LLC, a Delaware limited liability company (the “Company”).

Nb Finance Corp – INDENTURE OF TRUST between CITY OF DODGE CITY, KANSAS and COMMERCE BANK, N.A. as Trustee securing CITY OF DODGE CITY, KANSAS INDUSTRIAL DEVELOPMENT REVENUE BONDS (FARMLAND NATIONAL BEEF PACKING COMPANY, L.P. PROJECT), SERIES 2000 Dated as of March 1, 2000 (December 19th, 2003)

THIS INDENTURE OF TRUST, dated as of March 1, 2000 (the “Indenture”), between the City of Dodge City, Kansas, a duly organized municipal corporation of the State of Kansas (the “Issuer”), and Commerce Bank, N.A., a national banking association with its principal office in Kansas City, Missouri (the “Trustee”), with capitalized terms used in the following Recitals and Granting Clauses being defined in Article I hereof:

Nb Finance Corp – AIRCRAFT LEASE (December 19th, 2003)

THIS AIRCRAFT LEASE is made and entered into at Liberal, Kansas as of the 15th day of October, 2003, by and between JOHN R. MILLER ENTERPRISES III, LLC, a Montana limited liability company, with its principal place of business located at Shining Mntn. Ranch, French Basin Road, P. O. Box 46, Sula, Montana 59871, as lessor, hereinafter called “OWNER”, and NATIONAL BEEF PACKING COMPANY, L.L.C., a Delaware limited liability company, with a place of business at 12200 N. Ambassador Drive, Kansas City, Missouri 64163, hereinafter called “LESSEE”.

Nb Finance Corp – INDENTURE OF TRUST between CITY OF LIBERAL, KANSAS and COMMERCE BANK, N.A. as Trustee securing CITY OF LIBERAL, KANSAS INDUSTRIAL DEVELOPMENT REVENUE BONDS (FARMLAND NATIONAL BEEF PACKING COMPANY, L.P. PROJECT), SERIES 1999 Dated as of January 1, 1999 (December 19th, 2003)

THIS INDENTURE OF TRUST, dated as of January 1, 1999 (the “Indenture”), between the City of Liberal, Kansas, a duly organized municipal corporation of the State of Kansas (the “Issuer”), and Commerce Bank, N.A., a national banking association with its principal office in Kansas City, Missouri (the “Trustee”), with capitalized terms used in the following Recitals and Granting Clauses being defined in Article I hereof:

Nb Finance Corp – LEASE AGREEMENT (December 19th, 2003)

THIS LEASE AGREEMENT is entered into as of March 1, 2000 (the “Agreement”), by and between the City of Liberal, Kansas, a duly organized municipal corporation of the State of Kansas (the “Issuer”), and Farmland National Beef Packing Company, L.P., a Delaware limited partnership (the “Company”), with capitalized terms used in the following Recitals being defined in Article I:

Nb Finance Corp – AIRCRAFT LEASE (December 19th, 2003)

THIS AIRCRAFT LEASE is made and entered into at Liberal, Kansas as of the 2nd day of March, 2001, by and between JOHN R. MILLER ENTERPRISES, L.L.C., a Utah limited liability company, with its principal place of business located at 3562 Oakwood, Park City, Utah 84060-3997, as lessor, hereinafter called “OWNER”, and FARMLAND NATIONAL BEEF PACKING COMPANY, L.P., a Delaware limited partnership, with a place of business at 1501 E. 8th Street, Liberal, Kansas 67905, hereinafter called “LESSEE”.

Nb Finance Corp – Notice of Guaranteed Delivery for Offer to Exchange All Outstanding 10 1/2% Senior Notes due 2011 for 10 1/2% Series B Senior Notes due 2011 of National Beef Packing Company, LLC NB Finance Corp. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003 (THE “EXPIRATION DATE”) UNLESS EXTENDED. (December 19th, 2003)

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Nb Finance Corp – CATTLE PURCHASE AND SALE AGREEMENT (December 19th, 2003)

THIS CATTLE PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of the 1st day of December, 1997, by and between FARMLAND NATIONAL BEEF PACKING COMPANY, L.P., a Delaware limited partnership (“National Beef”), and U.S. PREMIUM BEEF, LTD., a Kansas cooperative corporation (“USPB”).

Nb Finance Corp – LEASE AMENDMENT NUMBER ONE (December 19th, 2003)

THIS LEASE AMENDMENT NUMBER ONE, is entered into as of the 4th day of January, 1999, by and between JOHN R. MILLER ENTERPRISES, L.L.C., a Utah limited liability company, with its principal place of business located at 3562 Oakwood, Park City, Utah 84060-3997, as lessor (“OWNER”) and FARMLAND NATIONAL BEEF PACKING COMPANY, L.P., a Delaware limited partnership (“LESSEE”), with a place of business at 1501 E. 8th Street, Liberal, Kansas 67905.

Nb Finance Corp – REGISTRATION RIGHTS AGREEMENT Dated as of August 6, 2003 Among NATIONAL BEEF PACKING COMPANY, L.P. and NB FINANCE CORP. as Issuers, and DEUTSCHE BANK SECURITIES INC., U.S. BANCORP PIPER JAFFRAY INC. and RABO SECURITIES USA, INC. as Initial Purchasers 10 1/2% Senior Notes due 2011 (December 19th, 2003)

This Agreement is entered into in connection with the Purchase Agreement by and among the NB Acquisition Corp., the Issuers and the Initial Purchasers, dated as of July 31, 2003 (the “Purchase Agreement”), which provides for, among other things, the sale by the Issuers to the Initial Purchasers of $160,000,000 aggregate principal amount of their 10 1/2% Senior Notes due 2011 (the “Notes”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.

Nb Finance Corp – LETTER OF TRANSMITTAL for Offer to Exchange All Outstanding 10 1/2% Senior Notes due 2011 for 10 1/2% Series B Senior Notes due 2011 of NATIONAL BEEF PACKING COMPANY, LLC NB FINANCE CORP. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003 (THE “EXPIRATION DATE”) UNLESS EXTENDED. The Exchange Agent is: (December 19th, 2003)

Delivery of this Letter of Transmittal to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

Nb Finance Corp – Agreement 2 (December 19th, 2003)

THIS AGREEMENT made and entered into this 20th day of December 1999 by and between NATIONAL BEEF, of Liberal, Kansas hereinafter referred to as the “Company”, and UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, AFL-CIO-CIC, UFCW DISTRICT LOCAL TWO, hereinafter referred to as the “Union”.

Nb Finance Corp – National Beef Packing Company, L.P. NB Finance Corp. 10 1/2% Senior Notes due 2011 PURCHASE AGREEMENT (December 19th, 2003)
Nb Finance Corp – AMENDED AND RESTATED LEASE AGREEMENT (December 19th, 2003)

THIS AMENDED AND RESTATED LEASE AGREEMENT is entered into as of January 1, 1999 (the “Agreement”), by and between the City of Liberal, Kansas, a duly organized municipal corporation of the State of Kansas (the “Issuer”), and Farmland National Beef Packing Company, L.P., a Delaware limited partnership (the “Company”), with capitalized terms used in the following Recitals being defined in Article I:

Nb Finance Corp – EMPLOYMENT AGREEMENT (December 19th, 2003)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of the 6th day of August, 2003, is made by and between National Beef Packing Company, LLC, a Delaware limited liability company (“National Beef”), and Timothy M. Klein (“Executive”).

Nb Finance Corp – FARMLAND NATIONAL BEEF PACKING COMPANY, L.P. THIRD AMENDED AND RESTATED CREDIT AGREEMENT (December 19th, 2003)

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended, modified, supplemented, renewed or restated from time to time, the or this “Agreement”) is made as of the August 6, 2003, by and among FARMLAND NATIONAL BEEF PACKING COMPANY, L.P., a Delaware limited partnership, (together with its successors as permitted herein, the “Borrower”), the financial institutions listed on the signature pages hereof and each other financial institution that may hereafter become a party hereto in accordance with the provisions hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as a Lender and in its capacity as Agent for the Lenders hereunder (in such capacity, the “Agent”).

Nb Finance Corp – AIRCRAFT LEASE (December 19th, 2003)

THIS AIRCRAFT LEASE is made and entered into at Liberal, Kansas as of the 15th day of December, 1998, by and between J.R. MILLER ENTERPRISES, L.L.C., a Utah limited liability company, with its principal place of business located at 3562 Oakwood, Park City, Utah 84060-3997, as lessor, hereinafter called “OWNER”, and FARMLAND NATIONAL BEEF PACKING COMPANY, L.P., a Delaware limited partnership, with a place of business at 1501 E. 8th Street, Liberal, Kansas 67905, hereinafter called “LESSEE”.

Nb Finance Corp – EMPLOYMENT AGREEMENT (December 19th, 2003)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of the 6th day of August, 2003, is made by and between National Beef Packing Company, LLC, a Delaware limited liability company (“National Beef”), and John R. Miller (“Executive”).

Nb Finance Corp – LEASE AGREEMENT Between JOINT DEVELOPMENT AUTHORITY OF BROOKS, COLQUITT, GRADY, MITCHELL, AND THOMAS COUNTIES (a public body corporate and politic) as Lessor and FARMLAND NATIONAL BEEF COMPANY (a limited partnership organized and existing under the laws of the State of Delaware) as Lessee Dated as of January 16, 2001 (December 19th, 2003)

This LEASE AGREEMENT (this “Lease”), dated as of January 16, 2001, by and between the JOINT DEVELOPMENT AUTHORITY OF BROOKS, COLQUITT, GRADY, MITCHELL, AND THOMAS COUNTIES (the “Authority”), a public body corporate and politic and public corporation created and existing under the laws of the State of Georgia, party of the first part, and FARMLAND NATIONAL BEEF COMPANY (the “Company”), a limited partnership organized and existing under the laws of the State of Delaware, party of the second part;

Nb Finance Corp – INDENTURE OF TRUST between CITY OF LIBERAL, KANSAS and COMMERCE BANK, N.A. as Trustee securing CITY OF LIBERAL, KANSAS INDUSTRIAL DEVELOPMENT REVENUE BONDS (FARMLAND NATIONAL BEEF PACKING COMPANY, L.P. PROJECT), SERIES 2000 Dated as of March 1, 2000 (December 19th, 2003)

THIS INDENTURE OF TRUST, dated as of March 1, 2000 (the “Indenture”), between the City of Liberal, Kansas, a duly organized municipal corporation of the State of Kansas (the “Issuer”), and Commerce Bank, N.A., a national banking association with its principal office in Kansas City, Missouri (the “Trustee”), with capitalized terms used in the following Recitals and Granting Clauses being defined in Article I hereof:

Nb Finance Corp – LEASE AGREEMENT (December 19th, 2003)

All right, title and interest of the City of Dodge City, Kansas in this Lease Agreement (except as to certain rights of reimbursement of expenses and indemnification hereunder) have been pledged and assigned to Commerce Bank, N.A., Kansas City, Missouri, as Trustee, under an Indenture of Trust dated as of February 1, 1999, between such City and such Trustee.

Nb Finance Corp – DEFERRED EQUITY INCENTIVE COMPENSATION AGREEMENT TIMOTHY KLEIN (December 19th, 2003)

This Deferred Equity Incentive Compensation Agreement (“Agreement”) is dated August 6, 2003 and is made by Timothy Klein (“Executive”) and National Beef Packing Company, LLC, a Delaware limited liability company (the “Company”).