Exhibit D Appraisal Process AgreementAppraisal Process Agreement • April 15th, 2009 • National Beef Packing Co LLC • Meat packing plants
In the event that TKK Investments, LLC or TMKCo, LLC (each an “Appraisal Party” and collectively as “Appraisal Parties”) give an Appraisal Election Notice under Section 12.5.1 of the National Beef Packing Company, LLC Limited Liability Company Agreement (“LLC Agreement”) then each of the Appraisal Parties agree that the Appraisal Value under Section 12.5.3 of the LLC Agreement is the EBITDA of the Company multiplied by six, minus the outstanding debt of the Company, with the EBITDA determined as the four quarter average of the trailing eight fiscal quarters determined from the most recent financial statements filed as the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or auditor reviewed quarterly financial statements of the Company (in the preceding order of priority) prior to the date of the Appraisal Election Notice.
NATIONAL BEEF PACKING COMPANY, LLC UNIT REDEMPTION AGREEMENT (John Miller and Affiliates; Scott Smith Affiliate)Unit Redemption Agreement • April 15th, 2009 • National Beef Packing Co LLC • Meat packing plants • Delaware
This Unit Redemption Agreement (this “Agreement”) is made and entered into as of April 13, 2009 (the “Effective Date”), by and between NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (the “Company”), and each of the unit holders identified on Exhibit A hereto (each a “Member” and, collectively, the “Members”).
NATIONAL BEEF PACKING COMPANY, LLC UNIT REDEMPTION AGREEMENT (Timothy Klein and Affiliates)Unit Redemption Agreement • April 15th, 2009 • National Beef Packing Co LLC • Meat packing plants • Delaware
In the event that TKK Investments, LLC or TMKCo, LLC (each an “Appraisal Party” and collectively as “Appraisal Parties”) give an Appraisal Election Notice under Section 12.5.1 of the National Beef Packing Company, LLC Limited Liability Company Agreement (“LLC Agreement”) then each of the Appraisal Parties agree that the Appraisal Value under Section 12.5.3 of the LLC Agreement is the EBITDA of the Company multiplied by six, minus the outstanding debt of the Company, with the EBITDA determined as the four quarter average of the trailing eight fiscal quarters determined from the most recent financial statements filed as the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or auditor reviewed quarterly financial statements of the Company (in the preceding order of priority) prior to the date of the Appraisal Election Notice.
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 15th, 2009 • National Beef Packing Co LLC • Meat packing plants
This Second Amendment to Sixth Amended and Restated Credit Agreement (“Amendment”) is made as of April 13, 2009, by and among NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as a Documentation Agent and as one of the Lenders, U.S. BANK NATIONAL ASSOCIATION, as a Documentation Agent and as one of the Lenders, 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.
FOURTH AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 15th, 2009 • National Beef Packing Co LLC • Meat packing plants • Delaware
This Fourth Amendment (“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 effective as of February 19, 2009 (the “Effective Date”). Unless otherwise defined in this Amendment, terms used in this Amendment shall have the meanings assigned in the MIPA (as amended by this Amendment) and includes JBS S.A. which is defined as “Buyer.”
