REGISTRATION RIGHTS AGREEMENT Dated as of August 6, 2003 Among NATIONAL BEEF PACKING COMPANY, L.P. and NB FINANCE CORP. as Issuers, and DEUTSCHE BANK SECURITIES INC., U.S. BANCORP PIPER JAFFRAY INC. and RABO SECURITIES USA, INC. as Initial Purchasers...Registration Rights Agreement • December 19th, 2003 • Nb Finance Corp • New York
This Agreement is entered into in connection with the Purchase Agreement by and among the NB Acquisition Corp., the Issuers and the Initial Purchasers, dated as of July 31, 2003 (the “Purchase Agreement”), which provides for, among other things, the sale by the Issuers to the Initial Purchasers of $160,000,000 aggregate principal amount of their 10 1/2% Senior Notes due 2011 (the “Notes”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.
LEASE AGREEMENTLease Agreement • December 19th, 2003 • Nb Finance Corp
THIS LEASE AGREEMENT is entered into as of March 1, 2000 (the “Agreement”), by and between the City of Liberal, Kansas, a duly organized municipal corporation of the State of Kansas (the “Issuer”), and Farmland National Beef Packing Company, L.P., a Delaware limited partnership (the “Company”), with capitalized terms used in the following Recitals being defined in Article I:
NATIONAL BEEF PACKING COMPANY, LLC LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF AUGUST 6, 2003Limited Liability Company Agreement • December 19th, 2003 • Nb Finance Corp • Delaware
This Limited Liability Company Agreement of National Beef Packing Company, LLC is entered into and made effective as of August 6, 2003, by and among U.S. Premium Beef, Ltd., a Kansas cooperative corporation (“USPB”), NBPCo Holdings, LLC, a South Dakota limited liability company (“NBPCo Holdings”), John R. Miller (“Miller”), French Basin Land & Cattle Co. LLC, a Utah limited liability company (“MillerCo”), Timothy M. Klein (“Klein”), TKK Investments, LLC, a Missouri limited liability company (“KleinCo”), and S-B Enterprises V, LLC, a Utah limited liability company (“SmithCo”) (with certain other Persons from time to time party hereto, collectively the “Members”).
AIRCRAFT LEASEAircraft Lease • December 19th, 2003 • Nb Finance Corp
THIS AIRCRAFT LEASE is made and entered into at Liberal, Kansas as of the 15th day of October, 2003, by and between JOHN R. MILLER ENTERPRISES III, LLC, a Montana limited liability company, with its principal place of business located at Shining Mntn. Ranch, French Basin Road, P. O. Box 46, Sula, Montana 59871, as lessor, hereinafter called “OWNER”, and NATIONAL BEEF PACKING COMPANY, L.L.C., a Delaware limited liability company, with a place of business at 12200 N. Ambassador Drive, Kansas City, Missouri 64163, hereinafter called “LESSEE”.
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2003 • Nb Finance Corp • Kansas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of the 6th day of August, 2003, is made by and between National Beef Packing Company, LLC, a Delaware limited liability company (“National Beef”), and Timothy M. Klein (“Executive”).
DEFERRED EQUITY INCENTIVE COMPENSATION AGREEMENT JOHN MILLERDeferred Equity Incentive Compensation Agreement • December 19th, 2003 • Nb Finance Corp • Delaware
This Deferred Equity Incentive Compensation Agreement (“Agreement”) is dated August 6, 2003 and is made by John Miller (“Executive”) and National Beef Packing Company, LLC, a Delaware limited liability company (the “Company”).
CATTLE PURCHASE AND SALE AGREEMENTCattle Purchase and Sale Agreement • December 19th, 2003 • Nb Finance Corp • Kansas
THIS CATTLE PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of the 1st day of December, 1997, by and between FARMLAND NATIONAL BEEF PACKING COMPANY, L.P., a Delaware limited partnership (“National Beef”), and U.S. PREMIUM BEEF, LTD., a Kansas cooperative corporation (“USPB”).
LEASE AGREEMENTLease Agreement • December 19th, 2003 • Nb Finance Corp
All right, title and interest of the City of Dodge City, Kansas in this Lease Agreement (except as to certain rights of reimbursement of expenses and indemnification hereunder) have been pledged and assigned to Commerce Bank, N.A., Kansas City, Missouri, as Trustee, under an Indenture of Trust dated as of February 1, 1999, between such City and such Trustee.
NATIONAL BEEF PACKING COMPANY, L.P. and NB FINANCE CORP., as Issuers 10 1/2% Senior Notes due 2011Regulation S Global Note • December 19th, 2003 • Nb Finance Corp • New York
INDENTURE dated as of August 6, 2003 among National Beef Packing Company, L.P., a Delaware limited partnership (the “Company”), NB Finance Corp. (the “Co-Issuer”), as joint and several obligors (each an “Issuer” and together, the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”).
AIRCRAFT LEASEAircraft Lease • December 19th, 2003 • Nb Finance Corp • Kansas
THIS AIRCRAFT LEASE is made and entered into at Liberal, Kansas as of the 2nd day of March, 2001, by and between JOHN R. MILLER ENTERPRISES, L.L.C., a Utah limited liability company, with its principal place of business located at 3562 Oakwood, Park City, Utah 84060-3997, as lessor, hereinafter called “OWNER”, and FARMLAND NATIONAL BEEF PACKING COMPANY, L.P., a Delaware limited partnership, with a place of business at 1501 E. 8th Street, Liberal, Kansas 67905, hereinafter called “LESSEE”.
LEASE AGREEMENT Between JOINT DEVELOPMENT AUTHORITY OF BROOKS, COLQUITT, GRADY, MITCHELL, AND THOMAS COUNTIES (a public body corporate and politic) as Lessor and FARMLAND NATIONAL BEEF COMPANY (a limited partnership organized and existing under the...Lease Agreement • December 19th, 2003 • Nb Finance Corp • Georgia
This LEASE AGREEMENT (this “Lease”), dated as of January 16, 2001, by and between the JOINT DEVELOPMENT AUTHORITY OF BROOKS, COLQUITT, GRADY, MITCHELL, AND THOMAS COUNTIES (the “Authority”), a public body corporate and politic and public corporation created and existing under the laws of the State of Georgia, party of the first part, and FARMLAND NATIONAL BEEF COMPANY (the “Company”), a limited partnership organized and existing under the laws of the State of Delaware, party of the second part;
Agreement 2Agreement • December 19th, 2003 • Nb Finance Corp
THIS AGREEMENT made and entered into this 20th day of December 1999 by and between NATIONAL BEEF, of Liberal, Kansas hereinafter referred to as the “Company”, and UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, AFL-CIO-CIC, UFCW DISTRICT LOCAL TWO, hereinafter referred to as the “Union”.
National Beef Packing Company, L.P. NB Finance Corp. 10 1/2% Senior Notes due 2011 PURCHASE AGREEMENTRegistration Rights Agreement • December 19th, 2003 • Nb Finance Corp • New York
LEASE AMENDMENT NUMBER ONELease Amendment Number One • December 19th, 2003 • Nb Finance Corp
THIS LEASE AMENDMENT NUMBER ONE, is entered into as of the 4th day of January, 1999, by and between JOHN R. MILLER ENTERPRISES, L.L.C., a Utah limited liability company, with its principal place of business located at 3562 Oakwood, Park City, Utah 84060-3997, as lessor (“OWNER”) and FARMLAND NATIONAL BEEF PACKING COMPANY, L.P., a Delaware limited partnership (“LESSEE”), with a place of business at 1501 E. 8th Street, Liberal, Kansas 67905.
Mr. Tim Klein, President Farmland National Beef Packers, LLP 10100 N. Executive Hills Blvd. Suite 400 Kansas City, MO 64153 Dear Tim:Letter Agreement • December 19th, 2003 • Nb Finance Corp
This letter agreement (“Agreement”) serves to amend and further define the terms and conditions under which Wal-Mart Stores, Inc. (“Wal-Mart”) will buy case-ready pork, beef and ground beef (collectively referred to as “Products”) from Farmland National Beef Packers, LLP (“National Beef”); and under which National Beef will produce and sell Products to Wal-Mart. The parties have entered into a vendor agreement (“Vendor Agreement”) delivered by National Beef to Wal-Mart, executed an addendum to the vendor agreement on November 28, 2000, and this Agreement will further amend the Vendor Agreement. Notwithstanding any language in the Vendor Agreement to the contrary, based on the substantial investments that will be made by the parties to market, produce and sell Products, the parties have agreed to the following commitment for the purchase and sale of Products:
FARMLAND NATIONAL BEEF PACKING COMPANY, L.P. THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 19th, 2003 • Nb Finance Corp • Colorado
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended, modified, supplemented, renewed or restated from time to time, the or this “Agreement”) is made as of the August 6, 2003, by and among FARMLAND NATIONAL BEEF PACKING COMPANY, L.P., a Delaware limited partnership, (together with its successors as permitted herein, the “Borrower”), the financial institutions listed on the signature pages hereof and each other financial institution that may hereafter become a party hereto in accordance with the provisions hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as a Lender and in its capacity as Agent for the Lenders hereunder (in such capacity, the “Agent”).
AIRCRAFT LEASEAircraft Lease • December 19th, 2003 • Nb Finance Corp
THIS AIRCRAFT LEASE is made and entered into at Liberal, Kansas as of the 15th day of December, 1998, by and between J.R. MILLER ENTERPRISES, L.L.C., a Utah limited liability company, with its principal place of business located at 3562 Oakwood, Park City, Utah 84060-3997, as lessor, hereinafter called “OWNER”, and FARMLAND NATIONAL BEEF PACKING COMPANY, L.P., a Delaware limited partnership, with a place of business at 1501 E. 8th Street, Liberal, Kansas 67905, hereinafter called “LESSEE”.
