THIRD AMENDMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 24th, 2008 • National Beef Packing Co LLC • Meat packing plants • 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”.
WAIVER AND CONSENTWaiver and Consent • November 24th, 2008 • National Beef Packing Co LLC • Meat packing plants
This Waiver and Consent is given as of November 21, 2008, under the Sixth Amended and Restated Credit Agreement dated as of July 25, 2007 (as amended, modified, supplemented, renewed or restated from time to time, the "Credit Agreement") by and among NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”) and the various financial institutions as are or may become parties thereto (collectively the "Lenders"). This Waiver and Consent is made by the undersigned Lenders (being at least the “Required Lenders”, as defined in the Credit Agreement).
FMI Grinding System Lease AgreementGrinding System Lease Agreement • November 24th, 2008 • National Beef Packing Co LLC • Meat packing plants • Nebraska
This Agreement is made by and between Beef Products, Inc. (“BPI”), a Nebraska corporation each having its principal place of business at 891 Two Rivers Drive, Dakota Dunes, SD 57049; and National Beef Packing Company, LLC (“NATIONAL”), 12200 North Ambassador Drive, Kansas City, MO 64163. While this Agreement is entered into between BPI and NATIONAL, NATIONAL acknowledges, due to the relationships described below, that many of the services and/or technology addressed in this Agreement will be provided by parties related to BPI.
JOHN R. MILLER EMPLOYMENT AGREEMENT EXTENSIONEmployment Agreement • November 24th, 2008 • National Beef Packing Co LLC • Meat packing plants
THIS EMPLOYMENT AGREEMENT EXTENSION (“Extension Agreement”) dated as of the 28th day of August, 2008, is made by and between National Beef Packing Company, LLC, a Delaware limited liability company (“National Beef”), and John R. Miller (“Executive”).
EMPLOYMENT AGREEMENT EXTENSIONEmployment Agreement • November 24th, 2008 • National Beef Packing Co LLC • Meat packing plants
THIS EMPLOYMENT AGREEMENT EXTENSION (“Extension Agreement”) dated as of the 28th day of October, 2008, is made by and between National Beef Packing Company, LLC, a Delaware limited liability company (“National Beef”), and John R. Miller (“Executive”).
