OFFICE LEASEOffice Lease • May 5th, 2004 • U. S. Premium Beef, Inc. • Missouri
RECITALSCredit Agreement • May 5th, 2004 • U. S. Premium Beef, Inc. • Colorado
FIRST AMENDMENT TO CREDIT AGREEMENT (TERM LOAN)Credit Agreement • May 5th, 2004 • U. S. Premium Beef, Inc. • Colorado
ODD SLOTSAgreement • May 5th, 2004 • U. S. Premium Beef, Inc. • Kansas
RECITALSCredit Agreement • May 5th, 2004 • U. S. Premium Beef, Inc. • Colorado
TERM LOAN)Credit Agreement • May 5th, 2004 • U. S. Premium Beef, Inc. • Colorado
CoBANK, ACB SECURITY AGREEMENTSecurity Agreement • August 1st, 2011 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Colorado
THIS SECURITY AGREEMENT is executed and delivered by U.S. Premium Beef, LLC (the “Debtor”), a Delaware limited liability company, having its place of business (or chief executive office if more than one place of business) located at 12200 North Ambassador Drive, Kansas City, Missouri 64163, and with a mailing address of P.O. Box 20103, Kansas City, MO 64195, to CoBANK, ACB (the “Secured Party”), a federally chartered instrumentality of the United States, whose mailing address is P.O. Box 5110, Denver, Colorado 80217.
CEO EMPLOYMENT AGREEMENT BETWEEN U.S. PREMIUM BEEF, LTD. AND STEVEN D. HUNT 2003 - 2009Employment Agreement • May 5th, 2004 • U. S. Premium Beef, Inc. • Kansas
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 13th, 2023 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of U. S. Premium Beef LLC (the “Company”) was adopted by U.S. Premium Beef, Inc. effective as of the completion of the Restructuring (as defined below); this Agreement has been amended from time to time after the Restructuring and all such amendments are hereby incorporated into this Amended and Restated Limited Liability Company Agreement effective as of January 7, 2010.
CREDIT AGREEMENTCredit Agreement • July 16th, 2020 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Colorado
THIS CREDIT AGREEMENT (this "Agreement"), dated as of July 13, 2020 is entered into by and between U.S. PREMIUM BEEF, LLC, Kansas City, Missouri, a limited liability company (the "Borrower"), and COBANK, ACB, a federally-chartered instrumentality of the United States ("Lender").
THIRD AMENDMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 24th, 2008 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Delaware
THIS THIRD AMENDMENT (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 is dated effective as of October 31, 2008. Unless otherwise defined in this Amendment, terms used in this Amendment shall have the meanings assigned in the MIPA and includes JBS S.A. which is defined as “Buyer”.
UNIFORM CATTLE DELIVERY AND MARKETING AGREEMENTUniform Cattle Delivery and Marketing Agreement • November 14th, 2007 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Kansas
THIS AGREEMENT, effective as of _______________, 20__ is between U.S. Premium Beef, LLC (a Delaware limited liability company, referred to as "USPB"), and the undersigned contracting producer (referred to as "Producer") who holds Class A Units issued by USPB. USPB desires to protect its interests by ensuring that it will have access to an adequate supply of cattle for delivery to cattle processing facilities owned, controlled, or contracted by USPB on behalf of USPB and other Class A Unitholders who deliver cattle to or through USPB; and the Producer desires to supply cattle to or through USPB for processing. USPB and the Producer agree that the Producer must own, control, or associate with others to make beneficial changes in cattle breeding and production to meet processing and beef consumer preference demands. Subject to the terms, conditions, and obligations of USPB and Producer in this Agreement, similar obligations of other Class A Unitholders contracting with USPB, and in accord
REVOLVING TERM LOAN SUPPLEMENTU. S. Premium Beef, LLC • August 1st, 2011 • Agricultural prod-livestock & animal specialties
THIS SUPPLEMENT to the Master Loan Agreement dated July 26, 2011 (the “MLA”), is entered into as of July 26, 2011 between CoBANK, ACB (“CoBank”) and U.S. PREMIUM BEEF, LLC, Kansas City, Missouri (the “Company”). and amends and restates the Supplement dated June 23, 2009.
CATTLE PURCHASE AND SALE AGREEMENT BETWEEN NATIONAL BEEF PACKING COMPANY, LLC ANDCattle Purchase and Sale Agreement • December 30th, 2011 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • 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.”
ESCROW AGREEMENTEscrow Agreement • December 30th, 2011 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Delaware
This assumes a single escrow account and investment in appropriate Marshall Money Market Fund Class I shares; multiple subaccounts, an unusual escrow arrangement or use of a non-Marshall Fund investment may result in an acceptance fee or a revised administration fee.
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 2009 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties
This Eight Amendment to Credit Agreement (“Amendment”) is made as of April 14, 2009, by and among U.S. PREMIUM BEEF, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), and COBANK, ACB, an agricultural credit bank (“CoBank”), as Agent (in such capacity, the “Agent”) and as the sole Syndication Party as of the date of this Amendment.
AMENDED CEO Employment Agreement Between U.S. Premium Beef, LLC And Stanley D. Linville Employment Years 2016 - 2021Employment Agreement • December 14th, 2018 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Missouri
This amended Employment Agreement ("Agreement") effective as of the 1st day of January, 2016 (the "Effective Date"), is by and between U.S. Premium Beef, LLC, a Delaware limited liability company ("USPB"), and Stanley D. Linville ("Chief Executive Officer" or "CEO"). USPB and CEO have amended this Agreement to extend the Expiration Date (defined below) and to amend provisions relating to compensation. The amended provisions as stated in this amended and restated Agreement are effective for the period of CEO's continued employment under this Agreement starting December 30, 2018 and ending on the Expiration Date defined below unless earlier terminated ("Current Period"). Accordingly, examples and compensation are stated for the Current Period only, and compensation for employment prior to the Current Period is as provided in the Agreement prior to this amendment.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND SECURITY AGREEMENTCredit Agreement and Security Agreement • January 8th, 2010 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties
This First Amendment to Amended and Restated Credit Agreement and Security Agreement (“Amendment”) is made as of December 7, 2009, by and among U.S. PREMIUM BEEF, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), and COBANK, ACB, an agricultural credit bank (“CoBank”), as Agent (in such capacity, the “Agent”) and as the sole Syndication Party as of the date of this Amendment.
Contract Affirmation of Second Amendment to Employment Agreement between and Steven D. HuntEmployment Agreement • January 13th, 2009 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties
Whereas, Steven D. Hunt (the “Executive”) and U. S. Premium Beef, LLC (“USPB”) entered into an Employment Agreement dated as of September 1, 2004 (the “Agreement”);
TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 3rd, 2023 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Delaware
THIS AMENDMENT (the "Amendment") to the Amended and Restated Limited Liability Company Agreement of U.S. Premium Beef, LLC, a Delaware limited liability company (the "Company"), is effective as of March 1, 2023.
NATIONAL BEEF PACKING COMPANY, LLC FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 13th, 2019 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Delaware
This Fourth Amended and Restated Limited Liability Company Agreement (this "Agreement") of National Beef Packing Company, LLC, a Delaware limited liability company (the "Company"), is entered into as of February 28, 2019 (the "Effective Date"), by and among the Company, Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation), a New York corporation ("Jefferies"), NBM US Holdings, Inc., a Delaware corporation ("NBM"), 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"). Jefferies, USPB, NBPCo and New Kleinco are referred to herein as the "Minority Members".
Appendix C Amended as of March 27, 2008U. S. Premium Beef, LLC • April 4th, 2008 • Agricultural prod-livestock & animal specialties
For the period when Class A and Class B Units must be Transferred together under Section 3.2(b) of the Agreement, a Class A Unit may not be Transferred separately from a Class B Unit and a Class B Unit may not be transferred separately from a Class A Unit.
EVEN SLOTSU. S. Premium Beef, Inc. • May 5th, 2004 • Kansas
PLEDGE AGREEMENTPledge Agreement • June 25th, 2009 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Colorado
THIS PLEDGE AGREEMENT, dated as of June 22, 2009, is entered into by and between COBANK, ACB a federally chartered instrumentality of the United States (“CoBank”), acting in its capacity as Agent (defined below) on behalf of the Syndication Parties (as defined below) and a Syndication Party, and U.S. PREMIUM BEEF, LLC, a Delaware limited liability company (the “Pledgor”).
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTFourth Amended And • October 20th, 2005 • U. S. Premium Beef, Inc. • Agricultural prod-livestock & animal specialties • Colorado
AMENDED AND RESTATED REVOLVING TERM PROMISSORY NOTEU. S. Premium Beef, LLC • July 16th, 2020 • Agricultural prod-livestock & animal specialties
THIS AMENDED AND RESTATED REVOLVING TERM PROMISSORY NOTE (this "Promissory Note") to the Credit Agreement dated July 13, 2020 (such agreement, as may be amended, hereinafter referred to as the "Credit Agreement"), is entered into as of July 13, 2020 between COBANK, ACB, a federally-chartered instrumentality of the United States ("Lender") and U.S. PREMIUM BEEF, LLC, Kansas City, Missouri, a limited liability company (together with its permitted successors and assigns, the "Borrower"). Capitalized terms not otherwise defined in this Promissory Note will have the meanings set forth in the Credit Agreement.
CONSULTING AGREEMENT BETWEEN AND STEVEN D. HUNTConsulting Agreement • December 3rd, 2012 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Missouri
THIS CONSULTING AGREEMENT (this “Agreement”) dated as of January 28, 2013 (the “Effective Date”), is made by and between U.S. Premium Beef, LLC, a Delaware limited liability company (“USPB”), and Steven D. Hunt (“Hunt”).
SECOND AMENDMENT TO CEO EMPLOYMENT AGREEMENT BETWEEN AND STEVEN D. HUNT EMPLOYMENT YEARS 2010 - 2015Ceo Employment Agreement • December 6th, 2011 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties
Steven D. Hunt (“CEO”) and U.S. Premium Beef, LLC (“USPB”) are entering this agreement to amend the CEO Employment Agreement Between U.S. Premium Beef, LLC and Steven D. Hunt, Employment Years 2010 - 2015 (the “Employment Agreement”); this agreement to amend referred to as the “Second Amendment” as follows:
SECOND AMENDMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 4th, 2008 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Delaware
THIS SECOND AMENDMENT, dated effective as of April 3, 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. (“JBS”), 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.
AFFIRMATION OF PLEDGE AGREEMENT:Affirmation of Pledge Agreement • July 16th, 2020 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties
THE UNDERSIGNED, being the parties to that certain Pledge Agreement dated July 26, 2011 (as amended, the "Pledge Agreement"), made in favor of CoBank, ACB ("CoBank") in connection with all Obligations (as that term is defined in the Pledge Agreement) of U.S. Premium Beef, LLC (the "Borrower") to CoBank, hereby (a) acknowledge and agree that the Pledge Agreement is and shall remain in full force and effect; (b) acknowledge, agree and reaffirm that all of the Obligations, including the obligations of the Borrower under that certain Credit Agreement dated of even date herewith and numbered 0000 I 544SLA (as may be amended or amended and restated from time to time) continue to be secured by the Pledge Agreement pursuant to the terms of the Pledge Agreement; (c) confirm that the representations and warranties set forth in the Pledge Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof; and (d) ratify, confirm and re
REVOLVING TERM LOAN SUPPLEMENTSupplement • June 3rd, 2014 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties
THIS SUPPLEMENT to the Master Loan Agreement dated July 26, 2011 (the “MLA”), is entered into as of _______________________, 2014 between CoBANK, ACB (“CoBank”) and U.S. PREMIUM BEEF, LLC, Kansas City, Missouri (the “Company”), and amends and restates the Supplement dated July 26, 2011 and numbered RI0992T01.
AMENDMENT TO AMENDED AND RESTATED REVOLVING TERM PROMISSORY NOTEU. S. Premium Beef, LLC • July 10th, 2023 • Agricultural prod-livestock & animal specialties
THIS AMENDMENT is entered into as of JULY 6, 2023 between U.S. PREMIUM BEEF, LLC, Kansas City, Missouri, a limited liability company (the "Borrower") and COBANK, ACB, a federally-chartered instrumentality of the United States ("Lender"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Promissory Note (as defined below) and, to the extent not defined in the Promissory Note, the Credit Agreement.
AMENDED CEO Employment Agreement Between U.S. Premium Beef, LLC And Stanley D. Linville Employment Years 2016 - 2026Employment Agreement • December 22nd, 2021 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Missouri
This amended Employment Agreement ("Agreement") effective as of the 1st day of January, 2016 (the "Effective Date"), is by and between U.S. Premium Beef, LLC, a Delaware limited liability company ("USPB"), and Stanley D. Linville ("Chief Executive Officer" or "CEO"). USPB and CEO have amended this Agreement to extend the Expiration Date (defined below) and to amend provisions relating to compensation. The amended provisions as stated in this amended and restated Agreement are effective for the period of CEO's continued employment under this Agreement starting December 26, 2021 and ending on the Expiration Date defined below unless earlier terminated ("Current Period"). Accordingly, examples and compensation are stated for the Current Period only, and compensation for employment prior to the Current Period is as provided in the Agreement prior to this amendment.
AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • December 14th, 2009 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Delaware
THIS AMENDMENT (the “Amendment”) to the Limited Liability Company Agreement of U.S. Premium Beef, LLC, a Delaware limited liability company (the “Company”), is effective as of the adjournment of the Annual Meeting of the Members on December 9, 2009.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 17th, 2006 • U. S. Premium Beef, LLC • Agricultural prod-livestock & animal specialties • Colorado
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT ("Seventh Amendment") is executed this 19th day of July, 2006 ("Effective Date"), by and between U.S. PREMIUM BEEF, LLC, a limited liability company formed under the laws of the State of Delaware (successor, by merger, to U.S. Premium Beef, Ltd.), ("Borrower"), whose mailing address is 12200 North Ambassador Drive, Suite 501, Kansas City, Missouri 64163, and COBANK, ACB ("CoBank"), as agent for the benefit of the Syndication Parties (in that capacity, "Agent"), whose mailing address is 5500 South Quebec Street, Greenwood Village, Colorado 80111.
