NATIONAL BEEF PACKING COMPANY, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF AUGUST , 2010Limited 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”).
FORM OF MANAGEMENT SERVICES AGREEMENTManagement 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 “).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration 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”).
TAX RECEIVABLE AGREEMENT among NATIONAL BEEF, INC., TKK INVESTMENTS, LLC, TMKCo, LLC, and NBPCo Holdings, LLC DATED AS OF , 2010Tax Receivable Agreement • August 20th, 2010 • National Beef, Inc. • Meat packing plants • Delaware
FORM OF EXCHANGE AGREEMENTExchange 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”).
FORM OF STOCKHOLDERS AGREEMENTStockholders 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”).
