Exhibit 10.2







 


 


 


 


Exhibit 10.2


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

   

  /s/ Steven D. Hunt                                            

  By Steven D. Hunt,

  Its Chair

   

   

  TKK Investments, LLC

   

  /s/ Timothy M. Klein                                        

  By Timothy M. Klein

      Its President

   

   

  TMKCo, LLC

   

  	
  U.S. Premium Beef, LLC

   

  /s/ Steven D. Hunt                                            

  By Steven D. Hunt

  Its CEO

   

   

  NBPCO HOLDINGS, LLC

   

  /s/ Eldon Roth                                                  

  By Eldon Roth

      Its President

  



/s/ Timothy M. Klein                                        


By Timothy M. Klein


    Its President