Aircraft Lease dated December 15, 1998



 Exhibit 10.17 
  
 AIRCRAFT LEASE 
  
 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”. 
  
 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 therefor, all of the foregoing items (including, without limitation, all additions thereto and replacements or substitutions therefor) being herein referred to as the “Aircraft”:

  

	 Citation Model
	  	     SII

	 Serial No.
	  	     550-0493

	 FAA Reg. No.
	  	     N84GC

	 Engine(s):
	  	 
	 Make & Model    
	  	     Pratt Whitney JT 15D-4B

	 Serial No. LH PCE-71395

	 Serial No. RH PCE-71398


  
 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. 
  
 2. DELIVERY OF AIRCRAFT. The Aircraft will be delivered to LESSEE at Wichita, Kansas, or at such other
location and on such terms as shall be mutually agreed to by the parties. 
  
 3. LOCATION AND USE OF AIRCRAFT. The Aircraft shall be based at the Liberal Municipal Airport at Liberal, Seward County, Kansas. The
permanent base of the Aircraft may not be changed to another location without OWNER’s prior written consent to such new 

  

 Page 1 of 12 








 
permanent base. LESSEE shall not fly the Aircraft outside the continental United States without the prior written consent of OWNER. 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. The Aircraft is leased for a term of sixty (60) 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. Any prior lease of the Aircraft between OWNER and LESSEE shall be considered canceled as of the
commencement day of this Lease. As consideration for the lease of the Aircraft, LESSEE agrees to pay OWNER even monthly rentals, in advance, of Sixteen Thousand Seven Hundred Fifty-nine & 27/100 Dollars ($16,759.27) (hereinafter “Regular
Monthly Rental Payments”). The first Regular Monthly Rental Payment shall be paid to OWNER on the delivery date of the Aircraft, and each subsequent Regular Monthly Rental Payment shall be due and payable to OWNER on or before the same day of
each succeeding month (hereinafter “Monthly Rental Payment Date”) during the lease term. All payments shall be payable to J.R. Miller Enterprises, L.L.C., unless otherwise directed. Any late rental payments shall be subject to a late
payment fee of one and one-half percent (1 1/2%) of the amount of the late rental payment per month or fraction
thereof. 
  
 OWNER or LESSEE may terminate this Lease upon
ninety (90) days’ prior written notice to the other party hereto after the second anniversary of the commencement hereof. 
  
 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 —  
 Including Passengers
	  	 }
 }
	  	 
	 	  	 	  	}	  	 $100,000,000


	 (b)
	  	 Property Damage Liability
	  	}	  	 Single
Limit

				
	 (c)
	  	 Hull Insurance
	  	 	  	 $2,000,000



  
 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. 
  
 Farmland Industries, Inc., including its subsidiaries, shall be named as an
Additional Insured under any policy procured or maintained by LESSEE as insurance coverage on 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 acts of 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. 
  
 (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 and this Aircraft Lease shall end. If payment is not made to
OWNER for the Aircraft by the insurance company within ninety (90) days of the date of loss, LESSEE shall pay OWNER on the ninetieth (90th) day an amount equal to the hull insurance required by Article 5(c) hereof, including any applicable hull
insurance deductible. 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. 
  
 (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 of 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. 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. 
  
 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) 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; 
  
 (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 Liberal, Kansas, 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; 
  
 (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; 
  
 (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 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 maintaining
and 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 eleven percent (11%) 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. 







 LESSEE agrees, as further consideration for the lease of the Aircraft, to pay OWNER on a monthly basis an
amount equal to $160 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 Section 11 hereof. This $160 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. 
  
 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 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 1/2%) 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, 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 OWNER may thereupon terminate this Aircraft
Lease. 
  
 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, any and all reasonable costs and expenses incurred by OWNER in the repossession of the Aircraft (including, but not
limited to, court costs and reasonable attorneys’ fees, where allowed by law, and transportation and storage expenses). In addition, LESSEE shall forthwith pay OWNER 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. 

 
 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. 
  
 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, and 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. 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. 
  
 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. The
parties hereto intend to amend this Lease to increase the amount of the Regular Monthly Rental Payments due hereunder to become effective at such time as OWNER installs new engines on the Aircraft. The parties intend to increase the Regular Monthly
Rental Payments to an amount equal to the fair market rental value of the Aircraft with such new installed engines for the then remaining term hereof. 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. LESSEE ACKNOWLEDGES THAT THE AIRCRAFT
IS A USED AIRCRAFT. 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. 
  
 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 LIBERAL,
KANSAS, 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 ITS RESPONSIBILITY FOR COMPLIANCE WITH APPLICABLE
FEDERAL AVIATION REGULATIONS. LESSEE’S ADDRESS IS: FARMLAND 








 
NATIONAL BEEF PACKING COMPANY, L.P., 1501 EAST 8TH
STREET, LIBERAL, KANSAS 67905. 
  
 (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. 
  
 IN WITNESS WHEREOF, this Aircraft Lease has been finally executed at Liberal,
Kansas, 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:
	 	 FARMLAND NATIONAL BEEF PACKING COMPANY,
L.P.;


			
	 	 	 	 	 by: NBPCo., LLC,
General Partner; by: Farmland Industries, Inc., Manager

			
	 /s/ Gary E. Evans

	 	 By
	 	 /s/ Harry Cleberg


	 	 	 	 	 Harry Cleberg, President/CEO Farmland Industries

	 	 	 	 	“LESSEE”
		
	 Attest:
	 	 J.R. MILLER ENTERPRISES, L.L.C.

			
	 /s/ Steven Hunt

	 	 By
	 	 /s/ John Miller


	 	 	 	 	 John Miller, Manager

	 	 	 	 	“OWNER”

  







 ANNEX “A” 
 TO AIRCRAFT LEASE 
  
 No.
                 
  
 Equipment List 
 Model of Aircraft 
 Serial No. 
 Registration N