Exhibit 10.6

**FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER**

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER ("**FifthAmendment**") is executed September 30, 2004, effective as of August 28, 2004("**Effective Date**"), by and between U.S. PREMIUM BEEF, LLC, a limited liabilitycompany formed under the laws of the State of Delaware (successor, by merger,to U.S. Premium Beef, Ltd.), ("**Borrower**"), whose mailing address is12200 North Ambassador Drive, Suite 501, Kansas City, Missouri 64163, andCOBANK, ACB ("**CoBank**"), as agent for the benefit of the SyndicationParties (in that capacity, "**Agent**"), whose mailing address is 5500 SouthQuebec Street, Greenwood Village, Colorado 80111.

**RECITALS**

                A.**           **CoBank, as Agent andas a Syndication Party (collectively, the present and future SyndicationParties shall be referred to herein as the "**Syndication Parties**" and,each, a "**Syndication Party**") and Borrower's predecessor, U.S. PremiumBeef, Ltd. ("**Original Borrower Entity**"), entered into that certainCredit Agreement (Term Loan) dated as of November 25, 1997, as amended by thatcertain First Amendment to Credit Agreement (Term Loan) dated effective as ofMarch 21, 2000, as amended by that certain Second Amendment to Credit Agreement(Term Loan) dated effective as of August 24, 2001, as amended by that certainThird Amendment to Credit Agreement dated effective as of August 29, 2002, andas amended by that certain Fourth Amendment to Credit Agreement dated effectiveas of August 6, 2003 (as so amended and as further amended, modified, supplemented,restated or replaced from time to time, the "**Credit Agreement**") pursuantto which the Syndication Parties agreed to make a term loan to OriginalBorrower Entity under the terms and conditions set forth in the CreditAgreement.

                B.            Borrower has requested thatthe Syndication Parties (1) amend the Credit Agreement to, among other things,extend the Maturity Date, revise the cash collateralization requirement, andpermit Original Borrower Entity to become a limited liability company, and (2)waive certain defaults, which the Syndication Parties are willing to do underthe terms and conditions as set forth in this Fifth Amendment.

**AGREEMENT**

                NOW, THEREFORE, for good and valuableconsideration, the receipt of which is hereby acknowledged, including the mutualpromises and agreements contained herein, the parties hereto hereby agree asfollows:

**1.            Amendments to Credit Agreement**.  The CreditAgreement is amended as of the Effective Date as follows:

**1.1**         The followingSections of Article I are amended in their entirety to read as follows:

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Exhibit 10.6

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**1.26        DebtService Coverage Ratio**:  for any consecutive four Fiscal Quarters (a) net income, (i) plusdepreciation and amortization, (ii) plus the amount of all Unit Retains, (iii)plus cash distributions received from affiliates, (iv) plus the non-cash impactof the Swap Agreement on Borrower's income statement, to the extent used indetermining net income, and (v) less (A) the following, as permitted underSection 13.11 hereof: retirements of equity (in the form of Unit Retains andthe return of the non-cash portion of patronage distributions), cash patronagedistributions, and tax distributions, and (B) earnings from affiliates, (b)divided by the total scheduled principal payments made on all Debtduring such period; provided that for the purposes of calculating theDebt Service Coverage Ratio, the amount of the principal payment due on January1, 2005, shall be deemed to be $264,084.00 for all periods commencing on theday after the last day of Borrower's Fiscal Quarter which ends in February of2004 and continuing through all periods to and including the end of Borrower'sFiscal Year in 2004. For purposes of this Section 1.26, (x) cash distributions received fromaffiliates calculated for each Fiscal Quarter shall include, but withoutduplication in the following Fiscal Quarter, those distributions received fromaffiliates up to and including the last day of the month in which such FiscalQuarter ends; and (y) the results of operations of National Beef shall not beincluded in any calculations required, notwithstanding any provision of GAAP tothe contrary.

**1.62       **Maturity Date:  July 1, 2011.

**1.106      NetWorth**:  means the amount of Borrower's total assets (based on Borrower's results asdetermined in accordance with GAAP but prior to consolidation with National Beef)less Borrower's total liabilities (based on Borrower's results asdetermined in accordance with GAAP but prior to consolidation with National Beef);provided that for the purposes of Subsection 12.19.3, no part of theassets or liabilities of National Beef shall be included in the determinationof Borrower's Net Worth,notwithstanding any provision of GAAP to the contrary.

**1.123      WorkingCapital**:  means the excess of Current Assets over Current Liabilities; providedthat (a) for all periods commencing on the day after the last day of Borrower'sFiscal Quarter which ends in February of 2004 and continuing through allperiods to and including the end of Borrower's Fiscal Year in 2004, the currentportion of Funded Debt attributable to Debt in respect of Advances, shall bedeemed to be $1,040,927.00 for the purposes of determining the amount ofBorrower's Working Capital at any time during such period; and (b) for thepurposes of Subsection 12.19.1, all determinations shall be made based on Borrower's results asdetermined in accordance with GAAP but prior to consolidation with National Beef. In addition, for the purpose of determining Working Capital, Current Assetswill include (x) cash distributions reasonably expected to be received fromNational Beef during the quarterly reporting period that follows the date ofdetermination of Working Capital; and (y) to the extent not otherwise includedin Current Assets, the amount on deposit in the Cash Collateral Account andsubject to a first lien security interest in favor of Agent as of the date ofdetermination.

**1.127      [IntentionallyOmitted]**

**1.2 **         The following new Sections are added to Article Ireading as follows:

**1.130      ConversionDate**:  means the date on which Borrower consummates a transaction (orseries of transactions) pursuant to which the status of Borrower is changed toa for-profit corporation or limited liability company and Borrower ceases tohave the status of a cooperative under Subchapter T of the Code.

**1.131      NationalBeef LLC**:   means National Beef Packing Company, LLC, the successor bymerger to National Beef.

**1.132      PermittedConversion Transaction**:  means any transaction (or series of relatedtransactions) the sole purpose of which is to change the status of Borrower toa for-profit corporation or limited liability company organized under the lawsof a state of the United States; provided, however, that (a)immediately prior to and after giving effect to such transaction (or series ofrelated transactions), no Event of Default shall have occurred and becontinuing; (b) after giving effect to such transaction (or series of relatedtransactions), 100% of the membership interests of Borrower will be held byPersons who were holders of shares of stock in Borrower immediately prior tosuch transaction (or series of related transactions); and (c) such transaction(or series of related transactions) is approved by the requisite percentage ofthe members of Borrower under applicable state law.

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Exhibit 10.6

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**1.133      SeniorNotes**:  means the 10 1⁄2% Senior Notes in the amount of $160,000,000.00,dated August 6, 2003, issued jointly by National Beef LLC and NB Finance Corp.

**1.134      SeniorNote Maturity Date**:  means August 1, 2011, as it may be extended from timeto time by written agreement delivered, and satisfactory in form and content,to the Agent.

**1.135      Target Date**: shall have the meaning set forth in Section 9.2.

**1.3**          Section 6.2 is amended in its entirety to read asfollows:

6.2          Principal Payments:  Principal shall be payable in equalquarterly installments of $257,418.14 commencing October 1, 2004 and on thefirst day of each succeeding January, April, July, and October (or on the nextsucceeding Business Day in the event the date specified is not a Business Day)to and including the Maturity Date, at which time the entire amount ofprincipal shall be due and payable in full.

**1.4**          Article 8 isamended in its entirety to read as follows:

Borrower agrees topurchase such equity interests in CoBank ("**CoBank Equity Interests**") asCoBank may from time to time require in accordance with its bylaws and capitalplan as applicable to cooperative borrowers generally; provided however,upon the consummation of a Permitted Conversion Transaction, (a) Borrower'spurchase and maintenance of CoBank Equity shall be in accordance with CoBank'sbylaws and capital plan as applicable generally to borrowers that are noteligible to hold voting stock in CoBank; (b) such CoBank Equity Interests shallbe in the form of non-voting participation certificates; and (c) patronage willbe paid on such participation certificates in accordance with CoBank's LoanBased Capital Plan.  Borrower's CoBank Equity Interests (whether presentlyowned or acquired in the future), including those converted to non-votingparticipation certificates, shall be revolved in accordance with CoBank'sLoan-Based Capital Plan.  In connection with the foregoing, Borrower herebyacknowledges receipt, prior to the execution of this Credit Agreement, ofCoBank's bylaws, a written description of the terms and conditions under whichthe CoBank Equity Interests are issued, CoBank's Loan-Based Capital Plan,CoBank's most recent annual report, and if more recent than CoBank's latestannual report, its latest quarterly report.

**1.5 **         Section 9.2is amended in its entirety to read as follows:

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Exhibit 10.6

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**9.2          CashCollateral; Cash Collateral Account**.  In the event that  either (a) allamounts owing hereunder and under the Notes and other Loan Documents are notpaid in full by a date ("**Target Date**") no later than ninety (90) daysprior to the Senior Notes Maturity Date; or (b) there has been a default underthe NB Agreement which is not waived or cured within twenty five (25) days ofthe occurrence thereof ("Cure Expiration Date"); then  (c) in case (a),Borrower shall, on or before such Target Date, (A) establish an account withthe Agent, or with such other financial institution as shall be approved by theMajority Lenders ("**Cash Collateral Account**"), and  (B) deposit by wiretransfer funds into such Cash Collateral Account in an amount equal to not lessthan the Credit Exposure Amount on such date as determined by the Agent; and(d) in case (b), Borrower shall, within three (3) Business Days after such CureExpiration Date, (A) establish the Cash Collateral Account, and  (B) deposit bywire transfer funds into such Cash Collateral Account in an amount equal to notless than the Credit Exposure Amount on such date as determined by the Agent,and (e) in connection with establishing the Cash Collateral Account undereither clause (c) or (d), take such action, including the execution anddelivery (and, where requested, obtaining the execution thereof by thirdparties) of security agreements, Control Agreements, financing statements,and/or such other documents as the Agent may require, in order to grant to theAgent, on behalf of the Syndication Parties, a first priority lien securityinterest in such Cash Collateral Account and the funds and other assets ondeposit therein as security for the payment and performance of all obligationsof Borrower to Agent, to CoBank (including but not limited to all obligationsof Borrower under Article 8 hereof and under any agreement entered into by andbetween Borrower and CoBank pursuant to, or in furtherance of the purposes andrequirements of, Section 5.4 hereof) and to the Syndication Parties,including but not limited to principal and interest under the Notes, purchasesof CoBank Equity Interests, fees, Funding Losses, reimbursements, and all otherBank Debt or obligations under any of the Loan Documents.  Notwithstanding anyof the foregoing provisions, Borrower shall not be required to deposit in theCash Collateral Account at any time an amount in excess of the Credit ExposureAmount.

**1.6**          Section 10.1is amended in its entirety to read as follows:

**10.1**        Organization, GoodStanding, Etc..  Borrower:  (a) is dulyorganized, validly existing, and in good standing under the laws of its stateof incorporation; (b) at all times prior to the Conversion Date qualifies as acooperative association under the laws of its state of incorporation, and onand after the Conversion Date is a corporation duly incorporated and existingin good standing under the laws of the State of Delaware; (c) is duly qualifiedto do business and is in good standing in each jurisdiction in which thetransaction of its business makes such qualification necessary; and(d) has all requisite corporate and legal power (i) to own andoperate its assets and to carry on its business, (ii) to enter into andperform the Loan Documents to which it is a party, (iii) to acquire the NBInterest for the Purchase Price, and (iv) to enter into the Purchase Agreement,the Delivery Agreements and the NB Agreement.

**1.7**          Section 10.16is amended in its entirety to read as follows:               

**10.16      FiscalYear**.  Each fiscal year of Borrower ends on the last Saturday in August ofeach calendar year and begins on the following day.

**1.8**          Subsections12.2.10 and 12.2.11 are amended in their entirety to read as follows:

**12.2.10  DefaultUnder Delivery Agreements or NB Agreement**.  As soon as the existence of anyevent of default or occurrence becomes known to Borrower which, with the givingof notice or the lapse of time, or both, would become an event of default under(a) any of the Delivery Agreements or (b) the NB Agreement, Borrower shallpromptly give Agent written notice of such event of default or occurrence, thenature and status thereof, and the action being taken or proposed to be takenwith respect thereto; provided that no report shall be required undersubpart (a) of this Subsection so long as the total number of cattle subject tothose Delivery Agreements as to which all such events of default or occurrenceswhich, with the giving of notice or the lapse of time, or both, would become anevent of default, exist does not at any time exceed, in the aggregate,twenty-five percent (25%) of the number of cattle which Borrower is required,at such time, to deliver under the NB Agreement.

**12.2.11  AdditionalInformation**.  With reasonable promptness:  (a) copies of all communicationswhich Borrower receives or initiates from or to any counterparty which in anyway discuss or relate to nonperformance of any such counterparty to (i) any ofthe Delivery Agreements or (ii) the NB Agreement; (b) such additional financialinformation or other documentation as Agent may reasonably request; and (c) allfinancial statements, business reports, projections or forecasts, notices ofdistributions, or notices of capital calls received by Borrower with respect toNational Beef; provided that no report shall be required under subpart(a)(i) of this Subsection so long as the total number of cattle subject tothose Delivery Agreements as to which such communications relate does not atany time exceed, in the aggregate, twenty-five percent (25%) of the number ofcattle which Borrower is required, at such time, to deliver under the NBAgreement.

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Exhibit 10.6

**1.9**           Section13.11 is amended in its entirety to read as follows:

**13.11      Paymentof Dividends**.  Borrower shall not, directly or indirectly, declare or payany dividends on account of any shares of any class of its capital stock now orhereafter outstanding, or set aside or otherwise deposit or invest any sums forsuch purpose, or redeem, retire, defease, purchase or otherwise acquire anyshares of any class of its capital stock (or set aside or otherwise deposit orinvest any sums for such purpose) for any consideration other than common stockor apply or set apart any sum, or make any other distribution (by reduction orcapital or otherwise) in respect of any such shares or retire capital equitiesor other written notices of allocation, or make any other distribution orallocation of its earnings, surplus or assets to any holder of stock, allocatedequities or other written notices of allocation, or agree to do any of theforegoing; provided that prior to the Conversion Date, Borrower may: (a)refund any Unit Retains and/or pay interest on Unit Retains so long as suchinterest payments are treated as expenses to be deducted from income in thecalculation of the Debt Service Coverage Ratio; (b) distributepatronage-sourced earnings annually in the form of cash and qualified writtennotices of allocation, so long as the cash portion is the minimum amountrequired to qualify the distribution as a deductible patronage distribution forfederal income tax purposes, and such written notices constitute equity and notdebt; (c) during any fiscal year of Borrower retire written notices ofallocation issued during any previous fiscal year, and (d) redeem or retire theinterests of retiring and/or terminated members, and provided furtherthat (e) on and after the Conversion Date, so long as Borrower is treated as apartnership for tax purposes, Borrower shall be entitled to make distributionsto its members on account of the federal and state income taxes that would beassessed to such members based on Borrower's income, provided that theaggregate amount of all such distributions in any calendar year may not exceedthe amount of such income which would be taxable to such members for suchcalendar year, multiplied by the maximum applicable state and federal incometax rate for the calendar year in which taxed, and (ii) without duplication ofany amount included within clause (e)(i), equal to the amount, up to anaggregate of $2,000,000.00 in distributions under this clause (e)(ii) for allmembers, of federal and state income taxes that would be assessed to suchmember on account of the transfer of assets and liabilities occurring inconnection with the Permitted Conversion Transaction; so long as, in thecase of (a), (b), (c), (d) and/or (e), Borrower will, after taking into accountany such payments, satisfy the requirements of Section 12.19 hereof as of theend of the Quarter during which such payments or refunds will be made.

**1.10**        A new Section13.15 is added reading as follows:

**13.15**      Permitted ConversionTransaction.  Notwithstanding any provisionherein which may be construed to the contrary, Borrower may, upon prior writtennotice to the Agent, enter into a Permitted Conversion Transaction, so long as(i) there is no Default or Event of Default, (ii) Borrower is the survivingentity or (iii) if Borrower is not the surviving entity, the Agent shall havereceived from Borrower (survivor) at the time of the completion of suchPermitted Conversion Transaction and in form and substance satisfactory to theAgent (A) a ratification and confirmation of Borrower's obligations hereunderand under the other Loan Documents, (B) such other documents (including,without limitation, UCC financing statements) as the Agent may reasonablyrequest, (C) an opinion of counsel, acceptable to the Agent, includingconfirming (1) the due organization of Borrower, (2) consummation of themerger, and (3) that the Loan Documents to which Borrower is a party are infull force and effect and covering such other matters as the Agent may reasonablyrequest, (D) evidence that Borrower has obtained all consents that may berequired under the Senior Notes or otherwise, (E) evidence of the survivingentity's appointment of an agent for service as required hereunder; and (F)evidence that the Liens on the Collateral are first priority perfected Liens asrequired by the Collateral Documents.  Upon consummation of a PermittedConversion Transaction and satisfaction of the requirements of this Section,Sections 12.3 and 13.13 shall be automatically deleted.

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Exhibit 10.6

** 1.11**         Clause(j) of Section 15.1 is amended in its entirety to read as follows:

(j)            Theoccurrence of an event of default under any Delivery Agreement (if the totalnumber of cattle to be delivered on an annual basis under all DeliveryAgreements as to which an event of default exists at any time exceeds, in theaggregate, twenty-five percent (25%) of the number of cattle which Borrower isrequired, at such time, to deliver under the NB Agreement), not cured withinten (10) days thereof.

**                 1.12 **       Exhibit 1.22 isreplaced by Exhibit 1.22 attached hereto.

**2.             Waiver.** 

**2.1  **       Inthe event that at any time prior to the Effective Date of this Fifth AmendmentBorrower was in default under Section 15.1(j) of the Credit Agreement withrespect to events of default under Delivery Agreements, the AdministrativeAgent, on behalf of the Syndication Parties, waives such default, whether knownor unknown.  No waiver is granted with respect to any violation of said Section15.1(j) occurring any time after the Effective Date of this Fifth Amendment.

**2.2**         Thewaivers set forth above in Section 2.1 shall not be construed as an indicationor agreement that the Administrative Agent would grant, or the SyndicationParties would consent to, any other waiver, whether similar or dissimilar thereto,in the future.  No waiver is granted with respect to (a) any provisions ofSection 15.1 other than as expressly set forth above in Section 2.1 of thisFifth Amendment, or (b) any violation by Borrower of any other provision of theCredit Agreement.

**3.            Conditions to Effectiveness ofthis Fifth Amendment.**  The effectiveness of this FifthAmendment is subject to satisfaction, in Agent's sole discretion, of each ofthe following conditions precedent:

**3.1**          Representationsand Warranties.  The representations and warranties of Borrower shallbe true and correct in all material respects on and as of the Effective Date asthough made on and as of such date.

**3.2**          No Event of Default.  No Event ofDefault shall have occurred and be continuing under the Credit Agreement as ofthe Effective Date of this Fifth Amendment. 

**3.3**          Amendment Fee and Costs andExpenses.  Borrower shall have paid to Agent an amendment fee in the amount of$5,000.00, and shall have reimbursed Agent for all of its costs and expensesincurred in connection with this Fifth Amendment, including attorney's fees toAgent's counsel. 

**4.            General Provisions. **

**4.1          No Other Modifications.**  The CreditAgreement, as expressly modified herein, shall continue in full force andeffect and be binding upon the parties thereto.               

**4.2          Successorsand Assigns. **This FifthAmendment shall be binding upon and inure to the benefit of Borrower and Agent,and their respective successors and assigns, except that Borrower may notassign or transfer its rights or obligations hereunder. 

**4.3          Definitions.**  Capitalized terms used, butnot defined, in this Fifth Amendment shall have the meaning set forth in theCredit Agreement.

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Exhibit 10.6

** 4.4          Severability.**  Should any provision of thisFifth Amendment be deemed unlawful or unenforceable, said provision shall bedeemed several and apart from all other provisions of this Fifth Amendment andall remaining provisions of this Fifth Amendment shall be fully enforceable.

**4.5          Governing Law.**  To the extent not governed byfederal law, this Fifth Amendment and the rights and obligations of the partieshereto shall be governed by, interpreted and enforced in accordance with thelaws of the State of Colorado.

**4.6          Headings.**  The captions or headings inthis Fifth Amendment are for convenience only and in no way define, limit ordescribe the scope or intent of any provision of this Fifth Amendment.

**4.7           Counterparts. ** This Fifth Amendment may be executed inany number of counterparts and by different parties to this Fifth Amendmentin separate counterparts, each of which when so executed shall be deemed tobe an original and all of which taken together shall constitute one and thesame agreement.  Copies of documents or signature pages bearing originalsignatures, and executed documents or signature pages delivered by telefaxor facsimile or by e-mail transmission of an Adobeâfile format document (also known as a PDF file), shall, in each suchinstance, be deemed to be, and shall constitute and be treated as, anoriginal signed document or counterpart, as applicable. Any party delivering an executed counterpart ofthis Fifth Amendment by telefax ortelefacsimile, or by e-mail transmission of an Adobe file formatdocument also shall deliver an original executedcounterpart of this Fifth Amendment, butthe failure to deliver an original executed counterpart shall not affectthe validity, enforceability, and binding effect of this FifthAmendment.

[SignaturesFollow on Next Page]

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Exhibit 10.6

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**IN WITNESS WHEREOF,**the parties hereto have caused this Fifth Amendment to Credit Agreement andWaiver to be executed as of the Effective Date.

**BORROWER:**

U.S.PREMIUM BEEF, LLC, a limited liability company formed under the laws of theState of Delaware

By:    /s/Steven D. Hunt                                               

Name:Steven D. HuntTitle:Chief Executive Officer

**AGENT:**

COBANK, ACB

By:    /s/Jeff Liggett                                              

Name: JeffLiggettTitle:Assistant Vice President, Corporate Finance Division

                                                                                                                                                                                                               

**SYDICATIONPARTY:**

COBANK, ACB

By:    /s/Jeff Liggett                                            

Name: JeffLiggett Title: Assistant Vice President,Corporate FinanceDivision

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Exhibit 10.6

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**EXHIBIT 1.22****toCredit Agreement**

**COMPLIANCECERTIFICATE**

U.S. Premium Beef,LLC.12200 North Ambassador  DriveKansas  City, Missouri 64163

___________, 200_

CoBank, ACB5500 South Quebec StreetGreenwood Village, Colorado 80111

Attn:  Jeff Liggett

Dear Gentlemen:

As required by Subsections 12.2.1 and 12.2.2 of thatcertain Credit Agreement (as amended, the "Loan Agreement") dated as of November 25, 1997, by and between U.S. Premium Beef, LLC. ("Company") and CoBank, ACB, forits own benefit and, in its role as Agent, for the benefit of the present andfuture Syndication Parties ("CoBank"), a review of the activities of theCompany for the [Fiscal Quarter ending _____________, 200__] or [fiscal yearending August __, 200__] (the "Fiscal Period") has been made under mysupervision with a view to determine whether the Company has kept, observed,performed and fulfilled all of its obligations under the Loan Agreement and allother agreements and undertakings contemplated thereby, and to the best of myknowledge, and based upon such review, no event has occurred which constitutes,or which with the passage of time or service of notice, or both, wouldconstitute, an Event of Default or a Potential Default as defined in the LoanAgreement.

As of the last day of the Fiscal Period:

(a) the Company's Debt Service Coverage Ratio (as thatterm is defined in the Loan Agreement) was ___:  1;

(b) the Company's Working Capital (as that term is definedin the Loan Agreement) was $_____________;

(c) the Company's Net Worth (as that term is defined inthe Loan Agreement) was $_____________.

A detailed demonstration of the calculation of such ratioand amounts as of such day is attached hereto as Exhibit A.

Verytruly yours,

U.S. Premium Beef, LLC.

By:                                                               

Name:                                                           

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