EX-10.1
from 8-K
346 pages
Membership Interest Purchase Agreement Among Leucadia National Corporation National Beef Packing Company, LLC U.S. Premium Beef, LLC Nbpco Holdings, LLC Tkk Investments, LLC Tmkco, LLC and Tmk Holdings, LLC Dated as of December 5, 2011
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EX-10.3
from 8-K
2 pages
(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
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