AMENDED AND RESTATED CREDIT AGREEMENT by and between NATIONAL BEEF PACKING COMPANY, LLC, CERTAIN OF ITS SUBSIDIARIES, VARIOUS ISSUERS AND LENDERS, COÖPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH and U.S....Credit Agreement • December 30th, 2011 • Leucadia National Corp • Lumber & wood products (no furniture) • Colorado
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as amended, amended and restated, supplemented, renewed or otherwise modified from time to time, this “Agreement”) is made as of June 4, 2010, by and between NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (together with its successors as permitted herein, the “Borrower”), certain of its Subsidiaries, as Subsidiary Loan Parties, the lenders from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), COÖPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents, BANK OF AMERICA, N.A. and BANK OF MONTREAL, as Syndication Agents, and COBANK, ACB, an agricultural credit bank (“CoBank”), as Lead Arranger, Sole Bookrunner, Swing Line Lender and administrative agent for the Lenders, the Issuers and the Swing Line Lender hereunder (in its capacity as administrative agent, together with its successors and as
LIMITED WAIVER AND SECOND AMENDMENTLeucadia National Corp • December 30th, 2011 • Lumber & wood products (no furniture) • Colorado
THIS LIMITED WAIVER AND SECOND AMENDMENT (this “Waiver and Amendment”) is dated as of July 7, 2011, and is made with respect to that certain Amended and Restated Agreement, dated as of June 4, 2010 (as amended prior to the date hereof, the “Credit Agreement”; unless otherwise defined herein, capitalized terms used herein shall have the meanings given to them in the Credit Agreement), by and among NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (the “Borrower”), CERTAIN OF ITS SUBSIDIARIES, as Loan Parties, the LENDERS PARTY THERETO (each individually, a “Lender” and collectively, the “Lenders”), and COBANK, ACB, as agent for the Lenders, the Issuers and the Swing Line Lender (in such capacity, the “Agent”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG LEUCADIA NATIONAL CORPORATION NATIONAL BEEF PACKING COMPANY, LLC U.S. PREMIUM BEEF, LLC NBPCO HOLDINGS, LLC TKK INVESTMENTS, LLC TMKCO, LLC AND TMK HOLDINGS, LLC DATED AS OF December 5, 2011Membership Interest Purchase Agreement • December 30th, 2011 • Leucadia National Corp • Lumber & wood products (no furniture) • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 5, 2011, by and among Leucadia National Corporation, a New York corporation (“Buyer”), National Beef Packing Company, LLC, a Delaware limited liability company (“National”), U.S. Premium Beef, LLC, a Delaware limited liability company (“USPB”), NBPCo Holdings, LLC, a South Dakota limited liability company (“NBPCo”), TKK Investments, LLC, a Missouri limited liability company (“TKK”), TMKCo, LLC, a Missouri limited liability company (“TMK”), and TMK Holdings, LLC, a Missouri limited liability company (“New Kleinco”). USPB, NBPCo, TKK and TMK are each at times referred to in this Agreement as a “Seller,” and collectively as the “Sellers”. Buyer, each Seller and New Kleinco are referred to individually as a “Party” and collectively herein as the “Parties”. Unless defined in this Agreement, capitalized terms used in this Agreement are defined in Exhibit A.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED CONSENTCredit Agreement • December 30th, 2011 • Leucadia National Corp • Lumber & wood products (no furniture) • Colorado
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED CONSENT (this “Amendment”) is dated as of December 5, 2011, and is made with respect to that certain Amended and Restated Credit Agreement, dated as of June 4, 2010 (as amended prior to the date hereof, the “Credit Agreement”; unless otherwise defined herein, capitalized terms used herein shall have the meanings given to them in the Credit Agreement), by and among NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (the “Existing Borrower”), CERTAIN OF ITS SUBSIDIARIES, as Loan Parties, the LENDERS PARTY THERETO (each individually, a “Lender” and collectively, the “Lenders”), and COBANK, ACB, as agent for the Lenders, the Issuers and the Swing Line Lender (in such capacity, the “Agent”).
FIRST AMENDMENTFirst Amendment • December 30th, 2011 • Leucadia National Corp • Lumber & wood products (no furniture) • Colorado
THIS FIRST AMENDMENT (the “Amendment”) is dated as of June 10, 2011, and is made with respect to that certain Amended and Restated Agreement, dated as of June 4, 2010 (the “Credit Agreement”; unless otherwise defined herein, capitalized terms used herein shall have the meanings given to them in the Credit Agreement), by and among NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (the “Borrower”), CERTAIN OF ITS SUBSIDIARIES, as Loan Parties, the LENDERS PARTY THERETO (each individually, a “Lender” and collectively, the “Lenders”), and COBANK, ACB, as agent for the Lenders, the Issuers and the Swing Line Lender (in such capacity, the “Agent”).
NATIONAL BEEF PACKING COMPANY, LLC FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF DECEMBER 30, 2011Limited Liability Company Agreement • December 30th, 2011 • Leucadia National Corp • Lumber & wood products (no furniture) • Delaware
This First Amended and Restated Limited Liability Company Agreement of National Beef Packing Company, LLC (“Agreement”) is entered into and made effective as of December 30, 2011 and is by and among National Beef Packing Company, LLC (the “Company”), Leucadia National Corporation, a New York corporation (“Leucadia”), U.S. Premium Beef, LLC, a Delaware limited liability company (“USPB”), NBPCo Holdings, LLC, a South Dakota limited liability company (“NBPCo”) and TMK Holdings, LLC, a Missouri limited liability company (“New Kleinco”) (with certain other Persons from time to time in accordance with the terms of this Agreement, Leucadia, USPB, NBPCo and New Kleinco collectively the “Members”).
CATTLE PURCHASE AND SALE AGREEMENT BETWEEN NATIONAL BEEF PACKING COMPANY, LLC ANDCattle Purchase and Sale Agreement • December 30th, 2011 • Leucadia National Corp • Lumber & wood products (no furniture) • Kansas
THIS CATTLE PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of the 30th day of December, 2011, by and between NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (“National Beef”), and U.S. PREMIUM BEEF, LLC, a Delaware limited liability company (“USPB”). National Beef and USPB are each referred to individually as a “Party” and collectively as the “Parties.”
