Contract

EXHIBIT 10.4(c)

                                                  

P. O. Xxx 0000

Xxxxxx, Xxxxxxxx 00000

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000

Phone: (000) 000-0000

Fax: (000) 000-0000

September 2, 2005

Xx. Xxx X. Xxxxxxx
Chief Financial Officer
National Beef Packing Company, LLC
00000 X. Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxx 00000

Re:    Fourth Amended and Restated Credit Agreement (the "Credit Agreement")
dated as of December 29, 2004 between National Beef Packing Company, LLC
("National  Beef"), various Issuers, Lenders and Agents, and CoBank, ACB, as
Administrative Agent

Dear Xxx:

            By your letter of August 23, 2005 you requested a waiver of the requirements of Section 10.6 of the Credit Agreement in connection with your proposed sale of National Beef's 33,358 shares of the Principal Financial Group.  I'm pleased to report that the Required Lenders have authorized CoBank, as Administrative Agent, to agree to your request.  As a result, subject to your countersignature below, National Beef may sell the 33,358 shares notwithstanding Section 10.6 of the Credit Agreement (and without using up the $1 million "bucket" in Section 10.6(d)) so long as National Beef uses the sale proceeds only for its ordinary working capital needs.

            By your countersignature below, you will agree to the terms of this letter and will represent and warrant to the Lenders, the Issuers and the Swing Line Lender that no Default or Matured Default will be continuing at the time of the shares sale.

            Please understand that this waiver is applicable only to this particular asset sale and that, except for this waiver, the Credit Agreement will remain in full force and effect.

            This letter will be governed by and construed in accordance with Colorado law, without regard to the application of conflict of laws principles.  All terms used but not otherwise defined in this letter shall have the meanings given them in the Credit Agreement.

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Xx. Xxx Xxxxxxx
National Beef Packing Company, LLC
September 2, 2005
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	Very truly yours,
	CoBank, ACB, as Administrative Agent
By:	/s/ Xxxxx Xxxxxxxx
Its:	Vice President
	National Beef Packing Company, LLC
By:	/s/ Xxx X. Xxxxxxx
Its:	Chief Financial Officer

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