National Beef, Inc. Sample Contracts

NATIONAL BEEF PACKING COMPANY, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF AUGUST , 2010
Limited Liability Company Agreement • August 20th, 2010 • 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 August , 2010, 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”).

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NATIONAL BEEF, INC. (a Delaware corporation) [·] Shares of Class A Common Stock PURCHASE AGREEMENT
Purchase Agreement • December 2nd, 2009 • National Beef, Inc. • Meat packing plants • New York
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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 20th, 2010 • National Beef, Inc. • Meat packing plants • Delaware

This Registration Rights Agreement (this “Agreement”) is entered into as of [ ], 2010 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, the Founding Members and National Beef Packing Company, LLC (“NBP LLC”) are parties to the Amended and Restated Limited Liability Company Agreement of NBP LLC, dated [ ], 2010 (the “NBP LLC Operating Agreement”).

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TAX RECEIVABLE AGREEMENT among NATIONAL BEEF, INC., TKK INVESTMENTS, LLC, TMKCo, LLC, and NBPCo Holdings, LLC DATED AS OF , 2010
Tax Receivable Agreement • August 20th, 2010 • National Beef, Inc. • Meat packing plants • Delaware
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FORM OF MANAGEMENT SERVICES AGREEMENT
Form of Management Services Agreement • August 20th, 2010 • National Beef, Inc. • Meat packing plants • Delaware

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of , 2010 (the “Effective Date”), between NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (“NBP LLC”), and NATIONAL BEEF, INC., a Delaware corporation (“NBI “).

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CoBank, ACB
National Beef, Inc. • December 2nd, 2009 • Meat packing plants • Colorado
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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 • December 14th, 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”).

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NATIONAL BEEF, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 2nd, 2009 • National Beef, Inc. • Meat packing plants • Delaware

National Beef, Inc., a Delaware corporation (the “Company”), hereby grants to (the “Holder”) as of (the “Grant Date”), pursuant to the provisions of the National Beef, Inc. 2009 Equity Incentive Plan (the “Plan”), a restricted stock unit award (the “Award) with respect to ( ) shares of the Company’s Class A common stock, par value $0.01 per share (“Common Stock”), upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

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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”).

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FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • August 20th, 2010 • National Beef, Inc. • Meat packing plants • Delaware

This Exchange Agreement (this “Agreement”) is dated as of , 2010, 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”).

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THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 2nd, 2009 • National Beef, Inc. • Meat packing plants

This Third Amendment to Sixth Amended and Restated Credit Agreement (“Amendment”) is made as of October 8, 2009, by and among NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), COBANK, ACB, an agricultural credit bank (“CoBank”), as Lead Arranger, Syndication Agent, Swing Line Lender and Administrative Agent for the Lenders (in such capacity, the “Agent”) and as one of the Lenders, and the other financial institutions signatory hereto (being at least the Required Lenders).

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FORM OF STOCKHOLDERS AGREEMENT
Stockholders 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”).

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FORM OF EXCHANGE AGREEMENT
Form 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”).

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FORM OF STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 20th, 2010 • National Beef, Inc. • Meat packing plants • Delaware

THIS STOCKHOLDERS AGREEMENT, dated as of [ ], 2010 (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”).

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MANAGEMENT SERVICES AGREEMENT
Management 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 “).

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CATTLE PURCHASE AND SALE AGREEMENT BETWEEN NATIONAL BEEF PACKING COMPANY, LLC AND
Cattle 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.”

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