Fifth AmendedExhibit 3.1 to LLC Agreement Exhibit3.1
Exhibit 10.2
Fifth Amended Exhibit 3.1 to LLC Agreement
Exhibit 3.1
| Member | Class A Units | Contribution | Total Class | Class B-1 Units | Contribution | Total Class |
| 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 | Total Class | Total Class |
| TKK |
| 760,542 | 4.2459% |
| TMK |
| 146,256 | 0.8165% |
| Total Klein |
| 906,798 | 5.0624% |
|
|
|
|
|
| USPB | 1,872 ###-###-#### | 12,537,001.0612 | 69.9901% |
| NBPCo | 658 ###-###-#### | 4,468 ###-###-#### | 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
