NATIONAL BEEF PACKING COMPANY, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF , 2009Limited Liability Company Agreement • November 13th, 2009 • National Beef, Inc. • Meat packing plants • Delaware
This Amended and Restated Limited Liability Company Agreement of National Beef Packing Company, LLC is entered into and made effective as of , 2009, by and among U.S. Premium Beef, LLC, a Delaware limited liability company (“USPB”), NBPCo Holdings, LLC, a South Dakota limited liability company (“NBPCo Holdings”), TKK Investments, LLC, a Missouri limited liability company (“TKK”), TMKCo LLC, a Missouri limited liability company (“TMK”) and National Beef, Inc., a Delaware corporation (“NBI”) (with certain other Persons from time to time party hereto, collectively the “Members”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2009 • National Beef, Inc. • Meat packing plants • Delaware
This Registration Rights Agreement (this “Agreement”) is entered into as of , 2009 by and among National Beef, Inc., a Delaware corporation (the “National Beef”), U.S. Premium Beef, LLC, a Delaware limited liability company (“USPB”), TKK Investments, LLC, a Missouri limited liability company (“TKK”), TMKCo, LLC, a Missouri limited liability company (“TMKCo”, and together with TKK, the “Klein Entities”), and NBPCo Holdings, LLC, a South Dakota limited liability company (“NBPCo” and together with USPB and the Klein Entities, the “Founding Members”). National Beef and the Founding Members are parties to the Amended and Restated Limited Liability Company Agreement of National Beef Packing Company, LLC (“NBP LLC”), dated , 2009 (the “NBP LLC Operating Agreement”).
TAX RECEIVABLE AGREEMENT among NATIONAL BEEF, INC., TKK INVESTMENTS, LLC, TMKCo, LLC, and NBPCo Holdings, LLC DATED AS OF , 2009Tax Receivable Agreement • November 13th, 2009 • National Beef, Inc. • Meat packing plants • Missouri
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. OMITTED INFORMATION HAS BEEN...And Finished Products Supply Agreement • November 13th, 2009 • National Beef, Inc. • Meat packing plants • Nebraska
THIS RAW MATERIAL AND FINISHED PRODUCTS SUPPLY AGREEMENT (this “Agreement”) is entered into this day of , 2009 by and between National Beef Packing Company, LLC, a Delaware limited liability corporation with a principal office at 12200 N. Ambassador Drive, Suite 500, Kansas City, MO 64163 and its affiliates and related entities (collectively, “NBP”), and Beef Products, Inc., LLC, a Nebraska corporation with its principal offices at 891 Two Rivers Drive, Dakota Dunes, SD 57049 (“BPI”).
FORM OF STOCKHOLDERS AGREEMENTStockholders Agreement • November 13th, 2009 • National Beef, Inc. • Meat packing plants • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of , 2009 (this “Agreement”), is entered into by and among National Beef, Inc., a Delaware corporation (“National Beef”), U.S. Premium Beef, LLC, a Delaware limited liability company (“USPB”), TKK Investments, LLC, a Missouri limited liability company (“TKK”), TMKCo, LLC, a Missouri limited liability company (“TMKCo”, and together with TKK, the “Klein Entities”), and NBPCo Holdings, LLC, a South Dakota limited liability company (“NBPCo” and together with USPB and the Klein Entities, the “Founding Members”).
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • November 13th, 2009 • National Beef, Inc. • Meat packing plants • Delaware
This Exchange Agreement (this “Agreement”) is dated as of , 2009, by and among National Beef, Inc., a Delaware corporation (“National Beef”), U.S. Premium Beef, LLC, a Delaware limited liability company (“USPB”), NBPCo Holdings, LLC, a South Dakota limited liability company (“NBPCo Holdings”), TKK Investments, LLC, a Missouri limited liability company (“TKK”), and TMKCo, LLC, a Missouri limited liability company (“TMKCo”, and together with TKK, the “Klein Entities”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 13th, 2009 • National Beef, Inc. • Meat packing plants • Kansas
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of , 2009 (the “Effective Date”), between NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (“NBP LLC”), and NATIONAL BEEF, INC., a Delaware corporation (“NBI “).
CATTLE PURCHASE AND SALE AGREEMENT BETWEEN NATIONAL BEEF PACKING COMPANY, LLC ANDCattle Purchase and Sale Agreement • November 13th, 2009 • National Beef, Inc. • Meat packing plants • Kansas
THIS CATTLE PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of the day of , 2009, 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 referred to individually as a “Party” and collectively as the “Parties.”
