Exhibit 10.3


 


Fifth Amended Exhibit 3.1 to LLC Agreement


 


EXHIBIT
3.1


 


	
  Member

  	
   

  	
  Class A Units

  	
   

  	
  Contribution

  	
   

  	
  Total Class

  A %

  	
   

  	
  Class B-1 Units

  	
   

  	
  Contribution

  	
   

  	
  Total Class

  B-1 %

  	
   

  
	
  USPB

  	
   

  	
  94,680,681

  	
   

  	
  $

  	
  94,680,681.00

  	
   

  	
  46.4143

  	
  %

  	
  10,664,475

  	
   

  	
  $

  	
  10,664,475.00

  	
   

  	
  69.3340

  	
  %

  
	
   

  	
   

  	
  55,841,342 

  	
  (1)

  	
  $

  	
  55,841,342.00

  	
   

  	
  27.3745

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NBPCo

  	
   

  	
  31,553,956

  	
   

  	
  $

  	
  31,553,956.00

  	
   

  	
  15.4684

  	
  %

  	
  3,810,044

  	
   

  	
  $

  	
  3,810,044.00

  	
   

  	
  24.7706

  	
  %

  
	
   

  	
   

  	
  19,642,729 

  	
  (1)

  	
  $

  	
  19,642,729.00

  	
   

  	
  9.6293

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TKK

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  760,542 

  	
  (2)

  	
  $

  	
  760,542

  	
   

  	
  4.9446

  	
  %

  
	
  TMK

  	
   

  	
  2,271,428

  	
   

  	
  $

  	
  2,271,428.00

  	
   

  	
  1.1135

  	
  %

  	
  146,256 

  	
  (2)

  	
  $

  	
  146,256

  	
   

  	
  0.9509

  	
  %

  
	
  Total

  	
   

  	
  203,990,136

  	
   

  	
  $

  	
  203,990,136.00

  	
   

  	
  100

  	
  %

  	
  15,381,317

  	
   

  	
  $

  	
  15,381,317

  	
   

  	
  100

  	
  %

  



 






(1)  The 55,841,342
new Class A Units held by USPB and 19,642,729 new Class A Units held
by NBPCo (referred to as “Class A1 Units”) have additional Class A
rights and preferences consisting of: (a) the Members agree that the
Priority Return under the Company’s limited liability company agreement under Section 5.7.2(b) shall
be seven percent (7%) per annum for Class A1 Units rather than five
percent (5%) per annum; and (b) for purposes of determining Class B-1
ownership for liquidation or the redemption of Units, the Class A1 Units
shall be deemed converted to Class B-1 Units at a ratio of one (1) Class B-1
Unit for 29.8214 Class A1 Units and then shall remain Class A1 Units
after the determination.  Subject to
lending covenants, the Board of Managers may redeem capital, including Class A1
Units after making tax distributions. 
Without any redemption of Class A1 Units, the determination of Class B-1
ownership and rights for purposes of a redemption or liquidation event would be
as follows:


 


	
  Members

  	
   

  	
  New Class B-1 Units

  	
   

  	
  Total Class B-1

  Units

  	
   

  	
  Total Class B-1 %

  	
   

  
	
  TKK

  	
   

  	
   

  	
   

  	
  760,542

  	
   

  	
  4.2459

  	
  %

  
	
  TMK

  	
   

  	
   

  	
   

  	
  146,256

  	
   

  	
  0.8165

  	
  %

  
	
  Total Klein

  	
   

  	
   

  	
   

  	
  906,798

  	
   

  	
  5.0624

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  USPB

  	
   

  	
  1,872,526.0612

  	
   

  	
  12,537,001.0612

  	
   

  	
  69.9901

  	
  %

  
	
  NBPCo

  	
   

  	
  658,679.0518

  	
   

  	
  4,468,723.0518

  	
   

  	
  24.9475

  	
  %

  



 


(2)  For purposes of
redemption or liquidation of the 760,542 Class B-1 Units held by TKK
Investments, LLC and the 146,256 Class B-1 Units held by TMKCo, LLC, as
part of the consideration paid to TKK Investments, LLC or TMKCo, LLC there
shall be paid by the Company a premium (“Non-Dilution Premium”).  The Non-Dilution Premium shall be determined
by agreement of the Company and TMKCo, LLC and TKK Investments, LLC, which 


 

















 


shall provide with the
current Class B-1 Unit ownership, the Non-Dilution Premium will not exceed
$4,323,902 and would be up to $4.76832 per Class B-1 Unit that TMKCo, LLC
and TKK Investments, LLC hold after the redemption of Class B Units
contemplated by this Agreement.


 


This Schedule 3.1 is
hereby agreed to as the statement of the Members ownership interests in the
Company which shall amend the Company’s Limited Liability Company Agreement (“LLC
Agreement”) to the extent rights, restrictions and preferences of the ownership
interests are provided in this Schedule 3.1. 
In cases where the provisions of this Schedule 3.1 conflict with the LLC
Agreement, the provisions of this Schedule 3.1 shall control.


 


This Schedule 3.1 may be
executed in counterparts with the effect of the counterparts being considered
as one executed document.


 


 


	
  National Beef Packing Company,
  LLC

  	
   

  	
  U.S. Premium Beef, LLC

  
	
   

  	
   

  	
   

  
	
  /s/ Steven D. Hunt

  	
   

  	
  /s/ Steven D. Hunt

  
	
  By Steven D. Hunt,

  	
   

  	
  By Steven D. Hunt

  
	
  Its Chair

  	
   

  	
  Its CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TKK Investments, LLC

  	
   

  	
  NBPCO HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
  /s/ Timothy M. Klein

  	
   

  	
  /s/ Eldon Roth

  
	
  By Timothy M. Klein

  	
   

  	
  By Eldon Roth

  
	
  Its
  President

  	
   

  	
  Its
  President

  
	
   

  	
   

  	
   

  
	
  TMKCo, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Timothy M. Klein

  	
   

  	
   

  
	
  By
  Timothy M. Klein

  	
   

  	
   

  
	
  Its
  President