PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made this _____ day of May, 2001, by and between Farmland Industries, Inc., a Kansas corporation, having its principal office at 12200 N. Ambassador Drive, Kansas City, Missouri 64163...Purchase Agreement • May 21st, 2001 • Farmland Industries Inc • Wholesale-farm product raw materials • Illinois
Second Amendment To Credit Agreement This Second Amendment to Credit Agreement is entered into as of April 12, 2001 ("Effective Date"), by and between COBANK, ACB ("CoBank") for its own benefit as a Syndication Party, as Co-Syndication Agent, as...Credit Agreement • April 16th, 2001 • Farmland Industries Inc • Wholesale-farm product raw materials • Colorado
AGREEMENT OFPurchase and Sale Agreement • January 14th, 2002 • Farmland Industries Inc • Wholesale-farm product raw materials • Minnesota
Draft--2/16/96] FARMLAND INDUSTRIES, INC. Debt Securities Underwriting Agreement ----------------------Underwriting Agreement • February 16th, 1996 • Farmland Industries Inc • Meat packing plants • New York
Third Amendment To cREDIT Agreement This Third Amendment to Credit Agreement ("Third Amendment") is entered into as of November 9, 2001 ("Execution Date"), by and between COBANK, ACB ("CoBank") for its own benefit as a Syndication Party, as...Credit Agreement • November 20th, 2001 • Farmland Industries Inc • Wholesale-farm product raw materials • Colorado
EXHIBIT 4.(iii)A(1) FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 1997 • Farmland Industries Inc • Meat packing plants • New York
EMPLOYMENT AGREEMENT This Employment Agreement is made effective as of May 1, 1999 between Farmland Industries, Inc., a Kansas cooperative corporation (the "Company") and H. D. Cleberg, who is presently the President and Chief Executive Officer of the...Employment Agreement • July 14th, 1999 • Farmland Industries Inc • Meat packing plants • Missouri
Trust Indenture Act Indenture of 1939 Section Section 310(a)(1) 6.12 (a)(2) 6.12 (a)(3) TIA (a)(4) Not applicable TIA (a)(5) 6.10; 6.12; TIA 311(a) TIA (b) TIA 312(a) 6.8; 6.16 (b) 6.16; TIA (c) 6.16; TIA 313(a) 6.7; 8.7; TIA (b) TIA (c) 1.6; TIA (d)...Indenture • February 16th, 1996 • Farmland Industries Inc • Meat packing plants • New York
INDENTURE Dated as of March ___, 1996Indenture • March 8th, 1996 • Farmland Industries Inc • Meat packing plants
EXHIBIT 4(i)BRegistration Rights Agreement • April 3rd, 1998 • Farmland Industries Inc • Meat packing plants • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT is made between Farmland Industries, Inc. (“Farmland”), with its principal place of business at 3315 North Oak Trafficway, Kansas City, Missouri 64116, and John F. Berardi, (“Executive”). WHEREAS, Executive and...Employment Agreement • April 16th, 2001 • Farmland Industries Inc • Wholesale-farm product raw materials • Missouri
Trust Indenture Act of 1939 Section: Indenture Section: ----------------------------------- ----------------- 310(a)(1) 6.12 (a)(2) 6.12 (a)(3) TIA (a)(4) Not applicable, TIA (a)(5) 6.10; 6.12; TIA 311(a) TIA (b) TIA 312(a) 6.8; 6.16 (b) 16; TIA (c)...Indenture • June 25th, 1998 • Farmland Industries Inc • Meat packing plants • New York
Exhibit 2.A TRANSACTION AGREEMENTTransaction Agreement • November 19th, 1999 • Farmland Industries Inc • Meat packing plants
EXHIBIT 4(ii) FARMLAND INDUSTRIES, INC. FARMLAND FOODS, INC. CREDIT AGREEMENT This CREDIT AGREEMENT is dated as of February 7, 2002 and entered into by and among FARMLAND INDUSTRIES, INC., a Kansas cooperative corporation ("Company"), FARMLAND FOODS,...Credit Agreement • April 15th, 2002 • Farmland Industries Inc • Wholesale-farm product raw materials • New York
Draft--3/8/96] THIS SECURITY IS A SECURITY ISSUED IN GLOBAL FORM AS CONTEMPLATED BY AND WITHIN THE MEANING OF THE INDENTURE DATED AS OF ______________ ____, 1996, FROM FARMLAND INDUSTRIES, INC. TO THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), AS...Indenture Agreement • March 8th, 1996 • Farmland Industries Inc • Meat packing plants
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EXHIBIT INDEXUnderwriting Agreement • December 4th, 1995 • Farmland Industries Inc • Meat packing plants
EXHIBIT 10.(iii)J EMPLOYMENT AGREEMENT THIS AGREEMENT is made between Farmland Industries, Inc. ("Farmland"), with its principal place of business at 3315 North Oak Trafficway, Kansas City, Missouri 64116, and Robert B. Terry, ("Executive"). WHEREAS,...Employment Agreement • April 16th, 2001 • Farmland Industries Inc • Wholesale-farm product raw materials • Missouri
EXHIBIT 10(i)A LEASE, dated as of December 11, 1997, between WILMINGTON TRUST COMPANY, a Delaware banking corporation, having its principal office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, not in its individual...Lease Agreement • April 3rd, 1998 • Farmland Industries Inc • Meat packing plants • Kansas
EMPLOYMENT AGREEMENTEmployment Agreement • July 17th, 2000 • Farmland Industries Inc • Meat packing plants • Missouri
This Employment Agreement is made effective as of March 1, 2000 between Farmland Industries, Inc., a Kansas cooperative corporation (the “Company”) and H. D. Cleberg, who is presently the President and Chief Executive Officer of the Company, (“Executive”) and supersedes the Employment Agreement between the parties dated May 1, 1999, which is hereby terminated in its entirety.
EXHIBIT 99 EXHIBIT INDEX The following exhibits are filed as a part of this Amendment No. 1 to the Registration Statement on Form S-1. Certain of these exhibits are incorporated by reference. Exhibit No. Description of Exhibits Page No. UNDERWRITING...Underwriting Agreement • December 9th, 1997 • Farmland Industries Inc • Meat packing plants
FORM OF NOTESenior Note Agreement • June 25th, 1998 • Farmland Industries Inc • Meat packing plants
FARMLAND INDUSTRIES, INC., a Kansas corporation (hereinafter called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ___________ Dollars (U.S. $__________) on ____________, ____, and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) thereon from __________, 19__, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ____________ and ______________ in each year, commencing ___________, 19__ (each, an "Interest Payment Date"), at the rate of ___% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securiti
EMPLOYMENT AGREEMENT THIS AGREEMENT is made between Farmland Industries, Inc. ("Farmland"), with its principal place of business at 3315 North Oak Trafficway, Kansas City, Missouri 64116, and William Fielding ("Fielding"). WHEREAS, Fielding and...Employment Agreement • April 14th, 2000 • Farmland Industries Inc • Meat packing plants • Missouri
EXHIBIT INDEXUnderwriting Agreement • January 5th, 1999 • Farmland Industries Inc • Meat packing plants
FARMLAND INDUSTRIES, INC. FARMLAND FOODS, INC. FIRST AMENDED AND RESTATED DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND ADEQUATE PROTECTION STIPULATIONDebtor-in-Possession Credit Agreement • November 27th, 2002 • Farmland Industries Inc • Wholesale-farm product raw materials • New York
This FIRST AMENDED AND RESTATED DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND ADEQUATE PROTECTION STIPULATION is dated as of June 5, 2002 and entered into by and among FARMLAND INDUSTRIES, INC., a Kansas cooperative corporation ("Company"), FARMLAND FOODS, INC, a Kansas corporation ("Foods"), and together with Company, jointly and severally, the "Borrowers", THE MATERIAL SUBSIDIARIES OF BORROWERS for purposes of subsections 2.16 through 2.22 hereof, in each case, as debtor and debtor-in-possession, THE FINANCIAL INSTITUTIONS PARTY HERETO (each individually referred to herein as a "DIP Lender" and collectively as "DIP Lenders"), and DEUTSCHE BANK TRUST COMPANY AMERICAS ("DB"), as administrative agent for DIP Lenders (in such capacity, "DIP Agent") and administrative agent for the lenders (the "Prepetition Lenders") under Borrowers' Credit Agreement dated as of February 7, 2002 (in such capacity, "Prepetition Agent").
COFFEYVILLE RESOURCES, LLC January 30, 2004Asset Sale and Purchase Agreement • March 17th, 2004 • Farmland Industries Inc • Wholesale-farm product raw materials
Re: Amended and Restated Asset Sale and Purchase Agreement, dated as of November 4, 2003 ("APA"), between Farmland Industries, Inc. and Coffeyville Resources, LLC
EMPLOYMENT AGREEMENT THIS AGREEMENT is made effective as of June 7, 1999 by and between Robert Honse (hereafter "Honse") and Farmland Industries, Inc., a Kansas cooperative corporation (together with all affiliates, the "Company"). WHEREAS, Honse is...Employment Agreement • July 14th, 1999 • Farmland Industries Inc • Meat packing plants • Missouri
EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2002 • Farmland Industries Inc • Wholesale-farm product raw materials • Missouri
THIS AGREEMENT is made effective as of May 10, 2002, by and between Robert B. Terry (hereafter "Executive") and Farmland Industries, Inc., a Kansas cooperative corporation (together with all affiliates, the "Company").
AMENDED AND RESTATED ASSET SALE AND PURCHASE AGREEMENT AMONG KC ACQUISITION, INC., as Buyer AND FARMLAND FOODS, INC. and FARMLAND INDUSTRIES, INC., Debtors- in-Possession, as Sellers Dated as of October 12, 2003Asset Sale and Purchase Agreement • November 12th, 2003 • Farmland Industries Inc • Wholesale-farm product raw materials • Missouri
THIS AMENDED AND RESTATED ASSET SALE AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 12th day of October, 2003, by and among FARMLAND FOODS, INC., Debtor-in-Possession, a Kansas corporation (“Foods”) and FARMLAND INDUSTRIES, INC., Debtor-in-Possession, a Kansas cooperative corporation (“Industries”; and Industries together with Foods hereinafter collectively referred to as the “Sellers”), and KC ACQUISITION, INC., a Delaware corporation (hereinafter referred to as “Buyer”) and wholly owned subsidiary of SMITHFIELD FOODS, INC., a Virginia corporation (“Smithfield”); this Agreement amends and restates in its entirety that certain Asset Sale and Purchase Agreement, dated as of July 14, 2003, by and among the Sellers and Buyer (the “Original Agreement”).
CREDIT AGREEMENT (Revolving evolving Loan) by and between CoBank, ACB, as Co- Syndication Agent, as Administrative Agent, as Collateral Agent, and as a Syndication Party,Credit Agreement • July 17th, 2000 • Farmland Industries Inc • Meat packing plants • Colorado
THIS AGREEMENT (“Credit Agreement”) is entered into as of the 10th day of May 2000, by and between COBANK, ACB (“CoBank”) for its own benefit as a Syndication Party, as Co-Syndication Agent, as Collateral Agent, and as the Administrative Agent for the benefit of the present and future Syndication Parties (in that capacity “Administrative Agent”), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as Co-Syndication Agent (“Rabobank”) and as a Syndication Party, SUNTRUST BANK, as Documentation Agent and as a Syndication Party, the Syndication Parties identified on Schedule A hereto, and FARMLAND INDUSTRIES, INC., a cooperative corporation formed under the laws of the State of Kansas, whose address is 3315 North Oak Trafficway, Kansas City, MO 64116-005 (“Borrower”).
EXHIBIT INDEX The following exhibits are filed as a part of this Form 10-Q. Exhibit No. Exhibit 4.(ii)C Credit Agreement dated May 10,2000 between Farmland Industries, Inc. and various banks 10 Employment Agreement 27 Financial Data ScheduleCredit Agreement • July 17th, 2000 • Farmland Industries Inc • Meat packing plants
STOCK AND ASSET PURCHASE AGREEMENT by and between FARMLAND INDUSTRIES, INC., as Debtor-in-Possession, and KOCH NITROGEN COMPANY, as BuyerStock and Asset Purchase Agreement • June 4th, 2003 • Farmland Industries Inc • Wholesale-farm product raw materials • New York
ASSET SALE AND PURCHASE AGREEMENT by and between FARMLAND INDUSTRIES, INC., as Debtor-in-Possession, and KOCH NITROGEN COMPANY, as BuyerAsset Sale and Purchase Agreement • June 4th, 2003 • Farmland Industries Inc • Wholesale-farm product raw materials • New York
ASSET SALE AND PURCHASE AGREEMENT AMONG USPBCo, LLC and AND FARMLAND INDUSTRIES, INC., Debtor-in-Possession FARMLAND FOODS, INC., Debtor-in- Possession and NBPCo., LLC, Dated as of June 12, 2003 ASSET SALE AND PURCHASE AGREEMENTAsset Sale and Purchase Agreement • August 15th, 2003 • Farmland Industries Inc • Wholesale-farm product raw materials • Missouri
THIS ASSET SALE AND PURCHASE AGREEMENT (this "Agreement") is made and entered into this 12th day of June, 2003, by and among Farmland Industries, Inc., Debtor-in-Possession, a Kansas corporation ("Industries"), Farmland Foods, Inc., Debtor-in-Possession, a Kansas corporation ("Foods"), NBPCo., LLC, a Kansas limited liability company ("NBPCo.") (Industries and Foods are hereinafter referred to collectively as "Sellers" and individually as a "Seller"), U.S. Premium Beef, Ltd., a Kansas cooperative corporation ("USPB"), USPBCo, LLC, a Minnesota limited liability company ("USPBCo"), and U.S. Premium Products, LLC, a Delaware limited liability company ("USPP") (USPB, USPBCo and USPP are hereinafter referred to collectively as "Buyers" and individually as a "Buyer").
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 27th, 2002 • Farmland Industries Inc • Wholesale-farm product raw materials
This Amendment to Employment Agreement (the "Amendment") modifies and supplements the Employment Agreement dates as of May 10, 2002 (the "Employment Agreement") between Robert B. Terry ("Executive") and Farmland Industries, Inc. (together with all affiliates, the "Company").
EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2000 • Farmland Industries Inc • Meat packing plants • Missouri
THIS AGREEMENT is made effective as of August 1, 2000 by and between Robert W. Honse (hereafter "Executive") and Farmland Industries, Inc., a Kansas cooperative corporation (together with all affiliates, the "Company").
