Exhibit 10.1 AIRCRAFT LEASE

















 

 

Exhibit
10.1




AIRCRAFT LEASE






THIS AIRCRAFT LEASE is made and entered
into at Liberal, Kansas as of the 9th day of December, 2004, by and between
JOHN R. MILLER ENTERPRISES, L.L.C. a Utah limited  liability company, with its
principal place of business located at 299 South Main Street Suite 2450, Salt
Lake City, Utah 84111, 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".




W I T N E S S E T H:  That;




1.         THE
LEASED AIRCRAFT.  OWNER leases to LESSEE, and LESSEE leases from OWNER,
upon the terms and conditions herein contained, the following described
aircraft, including, without limitation, all presently installed equipment,
including, but not limited to, the engines identified below and the equipment
listed on Annex A, all engine, airframe, and other logbooks for or relating to
the aircraft and all additions thereto and replacements or substitutions
therefore, all of the foregoing items (including, without limitation, all
additions thereto and replacements or substitutions therefore) being herein
referred to as the "Aircraft":





		  	



Citation Model            


Serial No.  

FAA Reg. No.  

Engine(s):

        Make & Model           


        Serial No. LH              


        Serial No. RH              

				Cessna 560

			560-0673

			N96NB

			

			Pratt Whitney Canada, Inc. PW535A Turbo Fan

			PCE-D0285

			PCE- D0282







              (each of which Engines has 750 or more rated takeoff
horsepower)






OWNER either owns the Aircraft on the date hereof or will purchase
the Aircraft on or before the date the Aircraft is actually delivered to
LESSEE.  Ownership of the Aircraft is retained by Owner.  All tax benefits of ownership of the Aircraft shall be retained by
and for the exclusive benefit of Owner.




2.         DELIVERY
OF AIRCRAFT.  The Aircraft will be delivered to LESSEE at Hamilton, Montana, or at such other location and on such terms as shall be mutually agreed
to by the parties.

 

 






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3.         LOCATION
AND USE OF AIRCRAFT.  The Aircraft shall be based at the Hamilton Municipal Airport at Hamilton, Ravalli County, Montana.  The permanent base of the
Aircraft may not be changed to another location without OWNER's prior written
consent to such new permanent base.  LESSEE shall not fly the Aircraft outside
the continental United States without the prior written consent of OWNER.  In
no event shall LESSEE operate the Aircraft outside the United States: (a) in
any area not covered by any insurance required by the terms of Article 5
hereof, or in any recognized or threatened areas of hostilities unless fully
covered to OWNER's reasonable satisfaction by political risk, expropriation,
hijacking, and war risk insurance; (b) in any jurisdiction for which a travel
advisory or equivalent warning issued by the United States Department of State,
or any subagency thereof, is in effect, or in any country that is experiencing
widespread civil unrest or widespread anti-American activity; (c) in any area
in which OWNER's title to the Aircraft may reasonably be expected to be jeopardized
or not recognized; or (d) more than ninety (90) days during any twelve month
period during the term hereof.  LESSEE will use the Aircraft for business
purposes in connection with its business and shall not use the Aircraft for the
transportation of persons or goods for hire to third parties without OWNER's
prior express written consent.  LESSEE shall have operational control and
possession, command and control of the aircraft at all times under this Lease,
except when OWNER is using the aircraft pursuant to Article 11.  




4.        
TERM AND LEASE RENTAL; CONTINGENT LEASE TERMINATION PAYMENT.  The Aircraft is leased for a term of seventy (72) months,
commencing with the date of the delivery of the Aircraft to LESSEE as shown on
a delivery and acceptance receipt signed by LESSEE or LESSEE's agent, a true
and complete copy of which shall be attached hereto.  As consideration for the
lease of the Aircraft, LESSEE agrees to pay OWNER a base regular monthly rental
as follows:  (a) in year one, base monthly rental payments of $35,400; (b) in
year two, base monthly rental payments of $40,380; (c) in year three, base
monthly rental payments of $40,380; and (d) in years four, and thereafter, base
monthly rental payments of $45,380 (hereinafter "Regular Monthly Rental Payments"). 
The base rental payments are indexed to the three (3) month London Interbank
Offered Rate ("LIBOR") as set forth in "The Wall Street
Journal" and will be adjusted quarterly (at January, April, July and
October) after the first quarter of the term hereof by adding a Payment
Adjustment Amount, as defined below.  LESSEE may lock in the Payment Adjustment
Amount at any Rental Review Date, as defined below, by giving OWNER not less
than thirty (30) days' notice of intent to lock prior to the beginning of a
quarter subject to adjustment.

 

 






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Regular Monthly Rental Payments due shall be subject to adjustment
by adding thereto a Payment Adjustment Amount.  Not less than five (5) business
days before the first Regular Monthly Payment is due at the beginning of each
quarter subject to adjustment (each a "Rental Review Date"), OWNER shall
compute a Payment Adjustment Amount to be added to each Regular Monthly Rental
Payment.  The Payment Adjustment Amount for each pertinent Regular Monthly
Rental Payment during a quarter shall be equal to the "Outstanding Lease
Balance" set forth in Annex B for the Regular Monthly Rental Payment
immediately preceding the first Regular Monthly Rental Payment in that quarter,
multiplied by __1______, multiplied by the difference between _1.15____%
and LIBOR for the pertinent Rental Review Date divided by 12.  If, on the
pertinent Rental Review Date, LIBOR is greater than _1.15__  % per
annum, LESSEE shall pay OWNER on each of the subject Monthly Rental Payment
Dates (beginning with the first payment due after the payment due five Business
Days after the subject Rental Review Date), in addition to the Regular Monthly
Rental Payments, the Payment Adjustment Amounts so calculated as described
above.  If, on the pertinent Rental Review Date, LIBOR is less than   _1.15_____%
per annum, the amount of the Regular Monthly Rental Payments due from
LESSEE on the pertinent Monthly Rental Payment Dates shall be reduced by the
Payment Adjustment Amounts so calculated as described above.  If, on the
pertinent Rental Review Date, LIBOR equals _1.15_____% per annum, no
Payment Adjustment Amount will be due from LESSEE and no reduction in Regular
Monthly Rental Payments will be made on the pertinent Monthly Rental Payment
Dates.  In the event a Rental Review Date falls on a date when "The Wall
Street Journal" is not published or on which LIBOR is not published in
"The Wall Street Journal", LIBOR will be determined by reference to
the immediately preceding published rate for LIBOR.  In the event LIBOR is no
longer published, a reference rate will be determined by OWNER, in its sole
discretion, by selecting another index which is similar, beyond OWNER's control
and readily verifiable by LESSEE.  OWNER shall notify LESSEE by telefax or
otherwise of the Payment Adjustment Amount so calculated.




The first Regular Monthly Rental Payment shall be prorated for the
month of delivery and paid to OWNER on the delivery date of the Aircraft, and
each subsequent Regular Monthly Rental Payment shall be due and payable to
OWNER prior to the beginning of each succeeding month (hereinafter "Monthly
Rental Payment Date") during the lease term.  All payments shall be payable to
John R. Miller Enterprises, LLC, unless otherwise directed.  Any late rental
payments shall be subject to a late payment fee of one and one-half percent
(11⁄2%) of the amount of the late rental payment per month or fraction thereof. 

LESSEE shall not have any right to terminate this Lease before the
end of the term hereof unless OWNER in its sole discretion approves such
termination in writing and the terms and conditions of such termination.
Nevertheless, if LESSEE terminates this Lease before the end of the term hereof
with the prior written approval of OWNER (but not if LESSEE terminates this
Lease due to a default by OWNER) or if this Lease otherwise terminates at the
end of the term hereof due to LESSEE's payment in full of all rent and other
amounts due hereunder and performance in full of all other obligations of
LESSEE hereunder, LESSEE and OWNER shall each solicit offers to purchase the
Aircraft from prospective third party purchasers. If one or more such offers to
purchase the Aircraft, acceptable to OWNER in OWNER's discretion, are received
within thirty (30) days of the expiration of the term of this Lease, then the
Aircraft shall be sold by OWNER to the highest bidder. OWNER shall, upon
receipt of the purchase price of the Aircraft in connection with such sale,
convey title to the Aircraft to the purchaser by a bill of sale, which transfer
shall be "AS‐IS, WHERE IS", with all faults, without
recourse to OWNER and without any representation or warranty of any kind
whatsoever by OWNER, express or implied.  OWNER shall retain the entire net
proceeds of any such sale of the Aircraft. In addition to any other amounts
that LESSEE may otherwise owe hereunder, LESSEE shall pay OWNER a contingent
lease termination payment ("Contingent Payment") if the net sale proceeds from
the sale of the Aircraft pursuant to the above terms of this paragraph (net of
all reasonable expenses of sale, including, without limitation, any reasonable
sales commission) are less than the stipulated loss value of the Aircraft as of
the nearest month on the Amortization Schedule attached hereto and incorporated
herein as Annex "B."  The Contingent Payment shall be equal to the difference
between the subject stipulated loss value and the net sale proceeds from the
sale of the Aircraft.  If the net sale proceeds from the sale of the Aircraft
exceed the subject stipulated loss value of the Aircraft, LESSEE shall not owe
OWNER any Contingent Payment for the termination of this Lease.  The Contingent
Payment shall be due within thirty (30) days from LESSEE's receipt from OWNER
of a detailed accounting of the determination of the net sale proceeds from the
sale of the Aircraft.






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5.         INSURANCE.  LESSEE shall, at LESSEE's expense, secure and
maintain in effect throughout the term of this Aircraft Lease, as a minimum,
insurance coverage on the Aircraft as follows:





		



     (a)       
Bodily Injury Liability --         

                
IncludingPassengers 

			    
			(b)        Property Damage
			Liability

			    
			(c)        Hull Insurance    

				}

			}

			}

			}	

			

			$  100,000,000

			Single Limit$7,225,200








All insurance shall be written in the name
of OWNER and LESSEE, and shall name OWNER as loss payee.  Hull insurance shall be
all risk ground and flight, include a breach of warranty endorsement in favor
of OWNER, provide for 30 days' prior written notice to OWNER of cancellation,
and provide coverage for foreign object damage.  All insurance shall be written
in insurance companies and with terms (including, but not limited to, maximum
deductibles) acceptable to OWNER.




LESSEE shall furnish OWNER
copies of all hull and liability insurance policies and all endorsements and
attachments thereto, whether the insurance is purchased at the beginning or
during the term of the Aircraft Lease.  LESSEE shall furnish OWNER evidence
that the required insurance has been secured prior to the delivery of the
Aircraft.




6.        RISK OF LOSS.  




a.     LESSEE hereby assumes
and shall bear the entire risk of loss, theft, confiscation, damage, to or
destruction of the Aircraft from any cause whatsoever, and shall promptly
notify OWNER thereof.  Except as otherwise provided in Article 6(b) below, this
Aircraft Lease shall not terminate and the obligations of LESSEE shall not be
affected by reason of any damage or loss of the Aircraft.  Notwithstanding any
other provisions of this Aircraft Lease, LESSEE shall not assume or bear the
risk of loss, theft, confiscation, damage to or destruction of the Aircraft when
such damage is caused by the negligent acts or omissions of OWNER, or if such
loss, theft, confiscation, damage or destruction occurs during, or as a result
of, any hours of usage by OWNER, its agents, owners, or employees. 




b.    All references to hull
insurance that follow are based on the assumption that such coverage has been
maintained in an amount at least as great as that required by Article 5(c)
hereof.  In the event of loss or damage to the Aircraft as described below,
LESSEE shall be obligated to pay OWNER any applicable deductible and any
deficiency between the amount of hull insurance required by Article 5(c) hereof
and the amount of hull insurance in force, and OWNER shall, provided LESSEE is
not then in default hereunder, refund to LESSEE any excess of the proceeds from
such insurance over the amount of the hull insurance required by Article 5(c)
hereof.




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(i)         If the Aircraft is
lost or damaged beyond repair and the insurance company pays OWNER the amount
of the hull insurance required by Article 5(c), LESSEE shall, within ten (10)
days after such payment by the insurance company, pay OWNER the amount of the
hull insurance deductible plus all other amounts due hereunder as of the date
of such payment and this Aircraft Lease shall end.  LESSEE will pursue
settlement with the insurance company diligently and time is of the essence. 
If payment is not made to OWNER for the Aircraft by the insurance company
within one hundred twenty (120) days of the date of loss, LESSEE shall pay
OWNER on the one hundred twentieth (120th) day an amount equal to the hull
insurance required by Article 5(c) hereof, including any applicable hull
insurance deductible, and the obligation to pay rental hereunder shall continue
until such payment is made.  LESSEE shall continue to pay the Regular Monthly
Rental Payments and all other sums due hereunder as the same become due until
this Aircraft Lease ends with the receipt by OWNER of all payments from the
insurance company and/or LESSEE as set forth above.  If LESSEE makes full
payment to OWNER prior to its receipt of any hull insurance payments, OWNER
will assign to LESSEE all claims it may have against the insurance company
under the hull insurance policy and this Aircraft Lease shall end.  If such
insurance claims are not assignable for any reason, and LESSEE has made all
prescribed payments to OWNER, OWNER shall pursue such insurance claims on
behalf of LESSEE.




(ii)        If the Aircraft is
only partially damaged, this Aircraft Lease shall remain in full force and
effect, and LESSEE shall at its cost and expense repair the Aircraft so as to
place it as nearly as possible in the same condition as it was before the
damage.  To the extent such damage is covered by insurance, OWNER, upon
receiving from LESSEE such information and such documents as may be required,
shall make claim under the insurance policy and shall promptly reimburse LESSEE
for the cost of repairing the Aircraft to the full extent of, but not more
than, the net amount of such insurance recovery actually received; provided,
however, that no such payment shall be made if LESSEE has not paid all
amounts then owing hereunder and the payment shall not be made until the
repairs have been approved by OWNER or its designees.  During the period the
Aircraft is being repaired, LESSEE shall continue to pay the Regular Monthly
Rental Payments and all other sums due hereunder as they become due.  If
payment for the damage to the Aircraft is not made to OWNER by the insurance
company, LESSEE shall be obligated to repair the Aircraft at its sole cost and
expense, and OWNER will assign to LESSEE all claims it may have against the
insurance company for the damages to the Aircraft.






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(iii)       If the Aircraft is
seized, condemned, confiscated, or in any manner taken by the government of the
United States, any foreign government, or any political subdivision thereof, or
any agencies of any such governments or political subdivisions, or by any
terrorist or terrorist group, LESSEE shall immediately notify OWNER in writing
and take all necessary action to secure release of the Aircraft.  If the
Aircraft is not returned to OWNER or LESSEE within ninety (90) days of such
taking, LESSEE shall immediately notify OWNER in writing and shall forthwith
pay OWNER the value of the Aircraft, which for purposes of this paragraph shall
be equal to the amount of the hull insurance required by Article 5(c) hereof,
and upon such payment being made by LESSEE to OWNER, this Aircraft Lease shall
end.  In the event of such payment, OWNER shall transfer to LESSEE its interest
in the Aircraft.  LESSEE shall continue to pay the Regular Monthly Rental
Payments and all other sums due hereunder until receipt by OWNER of payment
from LESSEE pursuant to this subparagraph.




Notwithstanding any other provision of
this Article 6.b., LESSEE shall not assume or bear the risk of loss, theft,
confiscation, damage to or destruction of the Aircraft when such damage is
caused by the negligent acts or omissions of OWNER, or if such loss, theft,
confiscation, damage or destruction occurs during, or as a result of, any hours
of negligent usage by OWNER, its agents, owners, or employees.  Any loss to the
Aircraft resulting from OWNER'S negligent acts or omissions shall be the sole
responsibility of OWNER. Nothing in the immediately preceding sentence
shall be construed to contradict the parties' agreement in Article 8 hereof to
share the cost of regular maintenance and repairs of the Aircraft based upon
their proportionate, non-negligent use of the Aircraft.




c.         Notwithstanding
any other provision of this Article 6 (but subject to the agreement of the
parties that any loss to the Aircraft caused by the negligent act or omission
of LESSEE or OWNER shall be the sole responsibility of such negligent party),
LESSEE and OWNER shall share proportionately any uninsured loss to the Aircraft
based upon their proportionate use of the Aircraft during the preceding year,
or partial year if the loss occurs during the first year of the lease term.




7.         LESSEE AND OWNER
COVENANTS.  LESSEE
covenants and agrees:




(a)        to obtain all
licenses and registrations (except Federal Aviation Administration
Registrations) required by law, in the name of OWNER; to pay all taxes,
assessments, licenses and other fees and charges imposed by any national, state
or municipal government or other public or airport authority of any nature
whatsoever on this Aircraft Lease, on OWNER's purchase of the Aircraft for
lease to LESSEE hereunder, on any payments hereunder, on the Aircraft or on its
use during the term of this Aircraft Lease (including penalties and interest,
but excluding any sales tax payable on OWNER's purchase of the Aircraft and
excluding any state or federal income taxes on OWNER'S receipt of payments
hereunder) whether the same be payable by or assessed to OWNER or LESSEE and
whether assessed during the term or after the expiration or cancellation of
this Aircraft Lease, and to save OWNER free and harmless therefrom or, if under
local law or custom payment therefor may be made only by OWNER, to reimburse
OWNER upon demand for any such payments made by OWNER; to file any returns or
reports in connection with the foregoing required of either OWNER or LESSEE
except when OWNER makes payment as aforesaid;




(b)        that the Aircraft
will be used and operated (1) in accordance with the operating instructions of
the manufacturers, (2) in conformity with all laws, ordinances, rules and
regulations, national, state, municipal or otherwise, now existing or hereafter
enacted, controlling or in any way affecting the operation, use or possession
of the Aircraft or the use of any airport premises by the Aircraft; and (3)
only in compliance with the conditions and limitations set forth in the
applications for or policies of insurance made or issued pursuant to the terms
of this Aircraft Lease;




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(c)        that LESSEE shall
not make any alterations or modifications to the Aircraft or install any
additional equipment therein without the prior express written consent of
OWNER; that unless otherwise expressly agreed in writing prior to installation,
all additional equipment installed in the Aircraft shall become the property of
OWNER forthwith, be included in the definition of the Aircraft and subject to
all of the terms and conditions of this Aircraft Lease;




(d)        that neither this
Aircraft Lease nor LESSEE's rights hereunder shall be assignable by LESSEE nor
shall the Aircraft be subleased or loaned without the prior express written
consent of OWNER, and LESSEE will not permit any charge, lien, or encumbrance
of any nature to be placed or to remain upon the Aircraft;




(e)        to inspect the
Aircraft upon receipt and furnish OWNER a delivery and acceptance receipt; upon
acceptance it shall be conclusively presumed that LESSEE accepted the Aircraft
in its then condition and that it has been found by LESSEE to be in good, safe,
and serviceable condition and fit for LESSEE's intended use; that at the
termination of this Aircraft Lease, however caused, LESSEE shall deliver
possession of the Aircraft to OWNER at Hamilton, Montana, or at another
mutually acceptable location, in the same condition as when delivered to
LESSEE, excepting only normal wear, and, if the Aircraft is not returned in
such condition, LESSEE shall pay OWNER all applicable rentals that would have
accrued hereunder until the Aircraft is put into such condition plus all
reasonable costs of all parts and labor necessary to put the Aircraft in such
condition; to permit OWNER and its designees at all reasonable times to inspect
the Aircraft; and to furnish any information with respect to the Aircraft and
its use and maintenance that OWNER may reasonably request;




(f)         to be liable to
OWNER for and indemnify OWNER against any and all accidental damage to the
Aircraft which occurs in any manner from any cause or causes during the term of
this Aircraft Lease or until redelivery of the Aircraft to OWNER, except to the
extent such accidental damage to the Aircraft occurs during or as a result of
any hours of usage by OWNER, its agents, owners, officers, directors, or
employees, and except to the extent that OWNER shall be promptly paid for such
damage pursuant to the heretofore described insurance, and to indemnify and
save OWNER harmless from and against any and all claims, costs, expenses,
demands, liabilities, penalties, fines, and forfeitures of any nature
whatsoever which may be asserted against OWNER or the Aircraft or incurred by
OWNER arising out of or in any manner occasioned by LESSEE's use, operation, or
maintenance of the Aircraft during the term of this Aircraft Lease or until
redelivery of the Aircraft to OWNER, except to the extent that such claims,
costs, expenses, demands, liabilities, penalties, fines, and forfeitures occur
during or as a result of any hours of usage by OWNER, its agents, owners,
officers, directors, or employees, and that this covenant of indemnity shall
survive the expiration or termination of this Aircraft Lease;






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(g)        to maintain all
records, logs, and other materials in good form as required pursuant to this
Aircraft Lease or by the Federal Aviation Administration or any other
governmental authority to be maintained in respect of the Aircraft, to make the
same available at all reasonable times for inspection by OWNER (which right of
inspection shall include, without limitation, the right to inspect all records
and materials generated and maintained by LESSEE or by the Aircraft's
manufacturer or the designees thereof in connection with any maintenance
monitoring system), and at the expiration or termination of this Aircraft Lease
to deliver such materials to OWNER;




(h)        to permit the
Aircraft to be operated only by pilots having a current certification as
required by the Federal Aviation Administration or any other governmental
authority and which meets the minimum requirements of the heretofore described
insurance policies or applications; however, the operation of the Aircraft by
OWNER, its agents, owners, officers, directors, or employees in a manner so as
not to meet the requirements of such insurance policies or applications shall
not result in a breach of this Article 7(h) by LESSEE;




(i)         to pay for all
fuel, oil and other consumables for operation of the Aircraft except to the
extent that OWNER incurs any such expenses in connection with OWNER'S
occasional operation or use of the Aircraft pursuant to Article 11 below;




(j)         to carry in the
Aircraft a fully executed copy of this Aircraft Lease at all times;




(k)        to maintain a
hangar facility for storage of the Aircraft at the airport identified in
Article 3.




OWNER covenants to be bound by the
applicable provisions of Article 7(b), (g), (h), (i), and (j) above during any
time that the Aircraft is being used by, or is under the operational control
of, OWNER as permitted herein.

8.         MAINTENANCE
AND RESERVES FOR ENGINE REPLACEMENT.  LESSEE
(with cost sharing from OWNER as provided below) will cause the Aircraft
to be maintained and kept in good order and repair and completely airworthy,
replace any and all parts which may be worn out, lost, destroyed, or
unavailable for use in or on the Aircraft, and cause all inspections and overhauls
of the Aircraft and its engines to be made, all in accordance with the
requirements and recommendations of the manufacturer of the Aircraft and the
manufacturers of the components thereof and in accordance with the requirements
of the Federal Aviation Administration or any other governmental authority. 
LESSEE further agrees to keep the Aircraft and its engines enrolled and
participating at all times in the manufacturers' maintenance and maintenance
tracking systems, if any.  Except in case of emergency, all maintenance,
repairs, parts replacement, inspections, and overhauls shall be performed at
factory authorized service centers.  It is understood that if any emergency
maintenance item can be deferred for handling at the next scheduled routine
inspection at a factory authorized service center, then such items will be
deferred.  LESSEE will notify OWNER within one working day when such emergency
maintenance is required and forward complete copies of all invoices and work
orders arising therefrom to OWNER.  OWNER will contribute to the cost of all
regular and emergency maintenance of the Aircraft and of keeping the Aircraft
in good condition and repair as described herein based upon OWNER's
proportionate share of the total number of hours that the Aircraft is flown
annually.  The parties shall keep a log of the total flight hours used by
LESSEE and by OWNER to determine the parties' proportionate use of the Aircraft
over the term of the Lease.  Initially, OWNER shall reimburse LESSEE for five
and one half percent (5.5%) of LESSEE's out-of-pocket costs for maintenance and
upkeep of the Aircraft upon monthly invoices therefore with supporting
documentation.  OWNER's proportionate share of such maintenance and upkeep
expenses shall be reconciled annually.






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LESSEE agrees, as further
consideration for the lease of the Aircraft, to pay OWNER on a monthly basis an
amount equal to $175 multiplied by the number of hours of usage by LESSEE
during the preceding month, excepting any hours of usage by OWNER, which is the
subject of Article 11 hereof.  This $175 per hour engine replacement reserve
amount shall be reviewed annually and adjusted pursuant to the Cessna Finance
Corporation quoted engine rate of reserve for similar jet aircraft engines.




LESSEE and OWNER agree that no
upgrades or enhancements to the Aircraft will be made during the term hereof
without their mutual agreement upon the desirability of such upgrade or
enhancement and upon how such upgrade or enhancement will be paid for or impact
lease payments hereunder.  OWNER agrees that during the term hereof (so long as
LESSEE is not in default hereunder) LESSEE will be permitted to make claims
under the Aircraft's manufacturers' warranties to the extent permitted
thereunder and that OWNER will cooperate with LESSEE in making all warranty
claims.

9A.      DEFAULT
BY LESSEE.  If LESSEE fails
to repair and maintain the Aircraft, discharge all liens (except for liens
created by Owner), secure all licenses or registrations, pay all taxes (except
for any sales tax due on OWNER's purchase of the Aircraft and any of Owner's
income tax obligations), assessments, licenses, and other fees or charges, pay
all costs and expenses to be paid by LESSEE, procure and maintain insurance,
all as above provided, or to perform any of the other covenants or obligations
of LESSEE, OWNER, at its option, may do so, and all advances and expenses
incurred by OWNER in connection therewith shall be repaid by LESSEE to OWNER
upon demand, together with interest thereon at the highest applicable rate
allowed by law (but not more than one and one-half percent (1.5%) per month or
fraction thereof) until paid.  OWNER may enter upon the premises where the
Aircraft is located for purpose of inspection, and may remove the Aircraft
forthwith, without notice to LESSEE, if, in the reasonable opinion of OWNER,
the Aircraft is being improperly used or maintained.

If LESSEE shall fail to make
any Regular Monthly Rental Payment or fail to pay any other amounts payable
hereunder when the same are due and payable, or if LESSEE should default in the
performance of any of the other terms, conditions, or covenants to be performed
by LESSEE hereunder, or if LESSEE should default in the performance of any of
the terms, conditions, or covenants to be performed by LESSEE under any other
contracts or agreements between LESSEE and OWNER at any time, or if the
insurance required to be maintained hereunder shall expire or be canceled and
LESSEE shall fail to replace such insurance, or if the Aircraft shall be
misused or abandoned by LESSEE, or if LESSEE shall become insolvent, commit any
act of bankruptcy, or if bankruptcy proceedings are begun by or against LESSEE,
or if a receiver is appointed for LESSEE, or if for any reason OWNER shall, in
good faith, reasonably deem said Aircraft or itself insecure, then OWNER, at
its option, and in addition to and without prejudice to any other remedies, (a)
may enter upon the premises where the Aircraft is located and take possession
of and remove the Aircraft, with or without notice to LESSEE, and with or
without legal proceedings, and in removing the Aircraft, OWNER may, if
permitted by law, use any of LESSEE's licenses in respect to the Aircraft,
and/or (b) may terminate this Aircraft Lease, and/or (c) may sell, lease or
otherwise dispose of all or any part of the Aircraft at public or private sale,
with or without advertisement or publication, with or without notice to LESSEE,
and with or without legal proceedings; provided that such sale is conducted in
accordance with the requirements of applicable law.






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Upon such termination, LESSEE
shall be liable to OWNER and shall forthwith pay OWNER the amount of OWNER's
damages caused by LESSEE's default(s), including, but not limited to, (a) any
and all reasonable costs and expenses incurred by OWNER in the repossession or
disposition of the Aircraft (including, but not limited to, court costs and
reasonable attorneys' fees, where allowed by law, and transportation and
storage expenses), plus (b) any other sums due under other provisions of this Aircraft
Lease, including, but not limited to, past due Regular Monthly Rental Payments,
reserves for engine replacement, and late payment fees, plus (c) as liquidated
damages for loss of a bargain and not as a penalty, and in lieu of any further
payments of rent, the stipulated loss value of the Aircraft as of the month
preceding the date of OWNER's demand as shown on the Amortization Schedule
attached hereto and incorporated herein as Annex "B", plus (d) interest at the
rate of 18% per annum on the total of the foregoing from the date of demand to
the date of payment (and the parties acknowledge that the foregoing money
damage calculation reasonably reflects OWNER's anticipated loss with respect to
the Aircraft and this Lease resulting from the event of default and the
termination of this Lease due to such default by LESSEE).




If OWNER actually repossesses the Aircraft, then
OWNER shall not be required to sell, lease or otherwise dispose of the Aircraft
prior to OWNER enforcing any of the remedies described above. OWNER shall sell,
lease or otherwise dispose of the Aircraft in any manner it chooses so long as
such disposition is conducted in accordance with the requirements of applicable
law, free and clear of any claims or rights of LESSEE and without any duty to
account to LESSEE with respect thereto except as provided below.  If OWNER
actually sells or leases the Aircraft pursuant to the remedies provided above
in this Article 9A, then OWNER will credit the net proceeds of any sale of the
Aircraft, or the net present value (discounted at the then current LIBOR plus
300 basis points) of the rents payable under any new lease of the Aircraft,
against and up to (but not exceeding) the amounts payable by LESSEE under any
of the preceding paragraphs of this Article 9A and any other amounts LESSEE
owes OWNER hereunder, or will reimburse LESSEE for and up to (but not
exceeding) LESSEE's payment thereof. 




9B.     OWNER DEFAULTS.    If OWNER
materially breaches its obligations under Article 14 herein or its obligations
to share maintenance and repair expenses of the Aircraft as provided herein,
LESSEE may cancel this Lease upon not less than thirty (30) days' written
notice, after giving OWNER not less than ten (10) business days' written notice
of the default and an opportunity to cure such default within such ten (10)
business day period.  At the end of such cancellation notice period, LESSEE
shall return the Aircraft in the condition required in Article 7(e) hereof.






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10.      NO REPRESENTATIONS.  Time is of the
essence of this Aircraft Lease.  No representations, warranties, promises,
guarantees, covenants, or agreements, oral or written, expressed or implied,
have been made by LESSEE or OWNER, or any agents or employees thereof, with
respect to this Aircraft Lease or the Aircraft, except as expressly provided
herein.




11.       OCCASIONAL USE BY OWNER.  Under
circumstances not detrimental to LESSEE,  or to LESSEE'S ready access to the
Aircraft whenever LESSEE desires to use the Aircraft, LESSEE agrees to make the
Aircraft available to OWNER, without pilots, for OWNER'S occasional, incidental
use.  LESSEE shall be reimbursed for costs incurred by LESSEE, if any, for
fuel, hangar and tie-down costs away from the Aircraft's base of operation and
miscellaneous out-of-pocket expenses and taxes incurred by LESSEE that are
attributable to such occasional use of the Aircraft by OWNER, if any.  During
all such OWNER flights, OWNER shall assume operational control, possession,
command and control of the Aircraft, and shall indemnify, defend, and hold
harmless LESSEE from and against any and all claims, costs, expenses, demands,
liabilities, penalties, fines, and forfeitures of any nature whatsoever which
may be asserted against LESSEE arising out of or in any manner occasioned by
OWNER's use, operation, or maintenance of the Aircraft during the term of this
Aircraft Lease or until redelivery of the Aircraft to OWNER, and that this
covenant of indemnity shall survive expiration or termination of this Aircraft
Lease.  If OWNER and LESSEE agree to allow OWNER to use the aircraft with
LESSEE'S pilots in a context that would require reimbursement to LESSEE for use
of the pilot's time, OWNER shall be responsible for applicable excise taxes of
all types with respect to such payments, if any.  Nothing contained herein
shall preclude OWNER from separately, occasionally employing LESSEE's pilots on
a part-time basis that does not interfere with LESSEE's employment of such
pilots on a full-time basis.  OWNER shall be solely responsible for all
payments to pilots, including compliance with withholding taxes, if any, for
any such part-time employment and for the payment of all fuel, oil and other
consumables, hanger, tie down, airport and similar fees attributable to OWNER'S
occasional use of the Aircraft pursuant to this Article 11.  OWNER shall not
use the Aircraft or LESSEE'S pilots under any circumstances that would be
characterized as causing LESSEE to be conducting a commercial flight or flight
for hire.


12.       MISCELLANEOUS.  This Aircraft Lease
is, and is intended to be, a lease, and LESSEE does not acquire any right,
title, or interest whatsoever, legal or equitable, in the Aircraft, except its
interest as LESSEE hereunder as expressed herein.  The relationship between
OWNER and LESSEE hereunder shall always and only be that of lessor and lessee
of the Aircraft.  OWNER covenants that if LESSEE is not in default under this
Aircraft Lease as described herein, LESSEE shall peacefully and quietly hold,
possess, and use the Aircraft during the entire lease term, free from any
interference or hindrance.  Rentals hereunder shall not abate during the term
hereof because LESSEE's right to possession of the Aircraft has terminated,
except if such termination is the result of an early termination hereof as
permitted in Article 4 above.






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LESSEE shall at no time during this Lease
for any purpose whatsoever be or become the agent of OWNER, and OWNER shall not
be responsible for the acts and omissions of LESSEE or LESSEE'S agents.  Except
as expressly provided herein to the contrary, OWNER shall at no time during
this Aircraft Lease for any purpose whatsoever be or become the agent of
LESSEE, and LESSEE shall not be responsible for the acts and omissions of OWNER
or OWNER's AGENTS.  The rights and remedies with respect to any term and
condition of the Aircraft Lease shall be cumulative and not exclusive, and
shall be in addition to all other rights and remedies in favor of OWNER or
LESSEE under any applicable law.  Failure by either party to enforce strictly
any provisions of this Aircraft Lease shall not be construed as a waiver
thereof.  All notices shall be effective and binding on the parties hereto upon
actual delivery or when deposited in the United States mail with first class
postage prepaid and properly addressed to the address of the party set forth
herein.  This Aircraft Lease may not be assigned without the written consent of
the non-assigning party, which consent shall not be unreasonably withheld.  All
payments or other money due hereunder shall be paid by LESSEE or OWNER without
recoupment, setoff, or counterclaim, either in law or in equity.  This Aircraft
Lease, which, together with the referenced Annex, constitutes the entire
agreement between the parties, shall be binding on the heirs, executors,
administrators, successors, and assigns of LESSEE and inure to the benefit of
the parties' successors and assigns.  Except as elsewhere herein provided, any
change or modification to this Aircraft Lease shall be in writing and signed by
the parties hereto. This Aircraft Lease is a Kansas Contract and shall be
construed and interpreted in accordance with the Laws of the State of Kansas.

13.       NO
OTHER WARRANTIES; LIMITATION OF LIABILITY.  EXCEPT FOR THE WARRANTY OF
TITLE, TO THE EXTENT ALLOWED  BY APPLICABLE LAW, THERE ARE NO OTHER
WARRANTIES BY OWNER APPLICABLE TO THE AIRCRAFT, EXPRESS OR IMPLIED, WHETHER OF
MERCHANTABILITY, DESCRIPTION, DURABILITY, FITNESS FOR A PARTICULAR USE OR
PURPOSE OR OTHERWISE, ALL OF SUCH WARRANTIES BEING HEREBY EXPRESSLY DISCLAIMED. 
EXCEPT AS EXPRESSLY PROVIDED HEREIN, OWNER SHALL HAVE NO LIABILITY TO LESSEE FOR
ANY CLAIM, LOSS, OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR
INDIRECTLY, BY THE AIRCRAFT OR THE USE THEREOF, WHETHER SUCH DAMAGES OR ALLEGED
DAMAGES ARE GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR OTHERWISE, WHETHER
SUCH LIABILITY OR ALLEGED LIABILITY ARISES OR IS ALLEGED TO ARISE OUT OF ANY
DESIGN, MANUFACTURING, OR OTHER DEFECT, LATENT OR PATENT, IMPROPER MAINTENANCE,
STRICT LIABILITY, CRASH WORTHINESS, OR ANY OTHER STATUTORY OR COMMON LAW THEORY
OF LIABILITY WHATSOEVER.




14.       OWNER
COVENANTS.  OWNER covenants
and agrees:




(a)        that OWNER, its
agents, owners, officers, directors, and employees, whether on LESSEE's
business or otherwise, shall not use or operate the Aircraft, or cause the
Aircraft to be used or operated, (1) in violation of the Operating Instructions
of the manufacturers, (2) in violation of any laws, ordinances, rules, and
regulations, national, state, municipal, or otherwise, now existing or hereafter
enacted, controlling or in any way affecting the operation, use, or possession
of the Aircraft or the use of any airport premises by the Aircraft,  (3) in
violation or contravention with the conditions and limitations set forth in the
applications for or policies of insurance made or issued pursuant to the terms
of this Aircraft Lease, or (4) in violation of any of the provisions of Article
7 above that are applicable to OWNER.




(b)        to be liable to
LESSEE for and indemnify LESSEE against any and all claims, costs, expenses,
demands, liabilities, penalties, fines, and forfeitures of any nature
whatsoever which may be asserted against LESSEE or incurred by LESSEE arising
out of or in any manner occasioned by OWNER's breach of this Article.  This
covenant of indemnity shall survive the expiration or termination of this
Aircraft Lease.




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15.       TRUTH IN LEASING.




(a)        LESSEE AND OWNER HAVE
REVIEWED THE AIRCRAFT'S MAINTENANCE AND OPERATING LOGS AND HAVE FOUND THAT THE
AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER PART 135 OF THE FEDERAL
AVIATION REGULATIONS DURING THE 12 MONTHS PRECEDING THE EXECUTION OF THIS
AIRCRAFT LEASE.  LESSEE AND OWNER CERTIFY THAT THE AIRCRAFT PRESENTLY
COMPLIES WITH THE APPLICABLE MAINTENANCE AND INSPECTION REQUIREMENTS OF PART 135
OF THE FEDERAL AVIATION REGULATIONS.

(b)        LESSEE CERTIFIES THAT
LESSEE, THROUGH ITS COMPANY PILOT AT HAMILTON MONTANA, AND NOT OWNER, IS
RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS AIRCRAFT LEASE
DURING THE TERM HEREOF.  LESSEE FURTHER CERTIFIES THAT LESSEE UNDERSTANDS
IT RESPONSIBILITY FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. 
LESSEE'S ADDRESS IS: 12200 N. Ambassador Drive, Kansas City, Missouri 64163.




(c)        LESSEE CERTIFIES THAT THE
AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 OF THE FEDERAL AVIATION
REGULATIONS FOR OPERATIONS TO BE CONDUCTED UNDER THIS AIRCRAFT LEASE. 
LESSEE UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL
AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA
FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR
CARRIER DISTRICT OFFICE.




[Space
Intentionally Left Blank]

 

 

 




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IN WITNESS WHEREOF, this
Aircraft Lease has been finally executed at Kansas City, MO, as of the day and year
first above written in duplicate originals, one executed copy of which was
delivered to LESSEE, the receipt of which is hereby acknowledged.


		Attest:	



National Beef Packing Company, L.L.C.




			
	 	



                                                                          


			
	/s/ Ron Heeke                                  
				

By   /s/
Jay Nielsen                              


Jay Nielsen                              


Its Chief Financial Officer          

			





 




                                                              


John R. Miller
Enterprises , L.L.C.






By
  /s/ John Miller                               


            John Miller

 

 

 

 

 

 




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ANNEX
"A"

TO
AIRCRAFT LEASE


 


 


No. 560-673


 


Equipment
List

Model
of Aircraft Cessna 560 (Citation Encore)

Serial
No. 560-0673

U.S. Registration N96NB

 

 


 








- 15 -










 






 


 




 


ANNEX "B"

TO AIRCRAFT LEASE

(See Attached)

 

 

 

 

 

 


 






























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