Exhibit B-10(e)(1)

          SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                  Dated as of October 23, 2001

                          by and among

                         GOLD KIST INC.,

                          as Borrower,

              VARIOUS BANKS, LENDING INSTITUTIONS,
                   AND INSTITUTIONAL INVESTORS

                           as Lenders,

                         SUNTRUST BANK,

                      as Syndication Agent,

                               and

                      COOPERATIEVE CENTRALE
                 RAIFFEISEN-BOERENLEENBANK B.A.,
             "RABOBANK NEDERLAND", NEW YORK BRANCH,

                 as Agent and Sole Lead Arranger

ARTICLE 1   DEFINITIONS                                       2
     Section 1.1.Definitions                                  2
     Section 1.2.Accounting Terms                            22
     Section 1.3.Use of Defined Terms                        22
ARTICLE 2   CREDIT FACILITIES                                22
     Section 2.1.The Loans                                   22
ARTICLE 3   GENERAL LOAN TERMS                               27
     Section 3.1.Notes; Repayment of Principal               27
     Section 3.2.Amount Limitations                          29
     Section 3.3.Reduction of Commitments                    29
     Section 3.4.Extension of 364-Day Loan Maturity Date     30
     Section 3.5.Interest Rates                              30
     Section 3.6.Funding Notices                             31
     Section 3.7.Disbursement of Funds                       33
     Section 3.8.Interest                                    34
     Section 3.9.Fees                                        35
     Section 3.10.Voluntary Prepayments of Loans              35
     Section 3.11Payments, etc                               36
     Section 3.12Interest Rate Not Ascertainable, etc        38
     Section 3.13Illegality                                  38
     Section 3.14Increased Costs                             39
     Section 3.15Funding Losses                              40
     Section 3.16.Assumptions Concerning Funding of
                 Eurodollar Advances                         40
     Section 3.17Apportionment of Payments                   40
     Section 3.18Sharing of Payments, etc                    41
     Section 3.19Capital Adequacy                            41
     Section 3.20Use of Proceeds                             41
     Section 3.21Collateral                                  42
ARTICLE 4   CONDITIONS TO CLOSING AND EXTENSIONS OF LOANS    42
     Section 4.1.Conditions Precedent to Initial Loans and
                 Letters of Credit                           42
     Section 4.2.Conditions to all Loans and Letters of
                 Credit                                      44
ARTICLE 5   REPRESENTATIONS AND WARRANTIES                   44
     Section 5.1.Organization and Qualification              44
     Section 5.2.Financial Statements                        45
     Section 5.3.Taxes                                       45
     Section 5.4.Actions Pending                             45
     Section 5.5.Title to Properties                         45
     Section 5.6.Regulation U, Etc                           46
     Section 5.7.ERISA                                       46
     Section 5.8.Outstanding Indebtedness                    46
     Section 5.9.Conflicting Agreements or Other Matters     46
     Section 5.10Possession of Franchises, Licenses, Etc     47
     Section 5.11Governmental Consent                        47
     Section 5.12Disclosure                                  47
     Section 5.13Foreign Assets Control Regulations          48
     Section 5.14Labor Relations                             48
     Section 5.15Authorization and Enforceability of
                 Agreement                                   48
     Section 5.16Subsidiaries                                48
     Section 5.17Insurance Coverage                          48
     Section 5.18Investments                                 49
     Section 5.19Intercompany Loans; Dividends               49
ARTICLE 6   AFFIRMATIVE COVENANTS                            49
     Section 6.1.Financial Statements                        49
     Section 6.2.Inspection of Property                      50
     Section 6.3.Insurance                                   51
     Section 6.4.Conduct of Business                         51
     Section 6.5.Corporate Existence; Maintenance of
                 Properties                                  51
     Section 6.6.Environmental Laws                          51
     Section 6.7.Taxes                                       52
     Section 6.8.Keeping of Books; Fiscal Year               52
     Section 6.9.Compliance with Laws and Other Agreements   52
     Section 6.10Notice of Default                           52
     Section 6.11Notice of Litigation                        53
     Section 6.12ERISA                                       53
     Section 6.13Use of Proceeds                             53
     Section 6.14Borrowing Base Certificate/Hedging
                 Position Reports                            53
     Section 6.15Delivery of Pledge Agreement and ADM
                 Shares                                      54
ARTICLE 7   NEGATIVE COVENANTS                               54
     Section 7.1.Financial Covenants                         54
     Section 7.2.Limitation on Restricted Payments           55
     Section 7.3.Liens                                       55
     Section 7.4.Restrictions on Loans, Advances,
                 Investments, Asset Acquisitions and
                 Contingent Liabilities                      56
     Section 7.5.Sale of Stock and Indebtedness of
                 Subsidiaries                                58
     Section 7.6.Merger and Sale of Assets                   58
     Section 7.7.Sale and Lease-Back                         58
     Section 7.8.Sale or Discount of Receivables             59
     Section 7.9.Hedging Contracts                           59
     Section 7.10Issuance of Stock by Subsidiaries           59
     Section 7.11Capital Expenditures                        59
     Section 7.12Indebtedness for Money Borrowed             59
     Section 7.13Transactions with Affiliates                60
     Section 7.14Creation of Subsidiaries                    60
ARTICLE 8   EVENTS OF DEFAULT AND REMEDIES                   60
     Section 8.1.Events of Default                           60
     Section 8.2.Remedies on Default                         63
ARTICLE 9   THE AGENT                                        64
     Section 9.1.Appointment and Authorization               64
     Section 9.2.Nature of Duties of the Agent               65
     Section 9.3.Lack of Reliance on the Agent               65
     Section 9.4.Certain Rights of the Agent                 65
     Section 9.5.Liability of the Agent                      66
     Section 9.6.Indemnification                             67
     Section 9.7.The Agent and Affiliates                    67
     Section 9.8.Successor Agent                             68
     Section 9.9.Agent May File Proofs of Claim              68
     Section 9.10Release of Collateral                       68
ARTICLE 10  MISCELLANEOUS                                    69
     Section 10.1Notices                                     69
     Section 10.2Amendments, Etc                             69
     Section 10.3No Waiver; Remedies Cumulative              70
     Section 10.4Payment of Expenses, Etc                    71
     Section 10.5Benefit of Agreement                        72
     Section 10.6Governing Law; Submission to Jurisdiction,
                 Etc                                         75
     Section 10.7Independent Nature of the Lenders' Rights   76
     Section 10.8Counterparts                                76
     Section 10.9Effectiveness; Survival                     76
     Section 10.10 Severability                               77
     Section 10.11 Independence of Covenants                  77
     Section 10.12.Change in Accounting Principles,
                 Fiscal Year or Tax Laws                     77
     Section 10.13.Headings Descriptive; Entire Agreement     77
     Section 10.14.Time is of the Essence                     77
     Section 10.15.Usury                                      77
     Section 10.16.Construction                               78
     Section 10.17.Loan Documents                             78
Exhibits:

     Exhibit A -    Form of 364-Day Note
     Exhibit B-1    -    Form of Tranche A Term Note
     Exhibit B-2    -    Copies of Tranche B Term Notes
     Exhibit C -    Form of Notice of Borrowing
     Exhibit D -    Form of Notice of Continuation/Conversion
     Exhibit E -    Form of Opinion of Special Counsel
     Exhibit F -    Form of Opinion of General Counsel
     Exhibit G -    Form of Assignment and Acceptance
     Exhibit H -    Form of Borrowing Base Certificate
     Exhibit I -    Form of Subsidiary Guaranty
     Exhibit J -    Form of Contribution Agreement
     Exhibit K -    Form of Security Agreement
     Exhibit L -    Form of Pledge Agreement
     Exhibit M -    Form of Notice of Request for Letter of
Credit

Schedules:

     Schedule R-1   -    Real Property
     Schedule S-1   -    Subordinated Debt
     Schedule 5.4   -    Actions Pending
     Schedule 5.6   -    Margin Stock Owned
     Schedule 5.8   -    Obligations for Borrowed Money
     Schedule 5.9   -    Conflicting Agreements
     Schedule 5.14  -    Labor Relations
     Schedule 5.16  -    Subsidiaries and Affiliates
     Schedule 7.3   -    Liens Existing Prior to the Date of this
Agreement
     Schedule 7.4   -    Investments


          SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of October 23, 2001, is made and entered into by and among GOLD
KIST INC., a cooperative marketing association organized and
existing under the laws of the State of Georgia (the "Borrower"),
various banks and other lending institutions and institutional
investors as are, or may from time to time become, parties hereto
(collectively, the "Lenders" and individually, a "Lender"),
SUNTRUST BANK, as Syndication Agent (the "Syndication Agent"),
and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH, as Agent for the Lenders
and sole lead arranger.

                      W I T N E S S E T H:

     WHEREAS, the Borrower, Rabobank, certain of the Lenders
hereto, and the Departing Lenders are parties to that certain
Amended and Restated Credit Agreement dated as of November 3,
2000 (the "Existing Credit Agreement");

     WHEREAS, the parties desire to enter into this Second
Amended and Restated Credit Agreement to make certain amendments
to the Existing Credit Agreement, and to replace the Departing
Lenders; and

     WHEREAS, the Borrower acknowledges and agrees that the
security interests granted to the Agent pursuant to the Existing
Credit Agreement and the other Loan Documents (as defined in the
Existing Credit Agreement) shall remain outstanding and in full
force and effect in accordance with the Existing Credit Agreement
(except to the extent modified on the Closing Date) and such
other Loan Documents and shall continue to secure the Obligations
(as defined herein); and

     WHEREAS, each of the Borrower, the Agent, and the Lenders
(as defined herein) acknowledges and agrees that (a) the advances
of 364-Day Loans and Tranche A Term Loans (as such terms are
defined herein) on the date hereof represent, among other things,
the amendment, restatement, renewal, extension, consolidation and
modification of the 364-Day Loans and Tranche A Term Loans (as
defined in the Existing Credit Agreement) arising in connection
with the Existing Credit Agreement and the other Loan Documents
(as defined in the Existing Credit Agreement) executed in
connection therewith and the Tranche B Term Loans (as defined in
the Existing Credit Agreement) will remain outstanding and
constitute Tranche B Term Loans (as defined herein) hereunder;
(b) the Borrower, the Agent and the Lenders intend that the
Existing Credit Agreement and the other Loan Documents (as
defined in the Existing Credit Agreement) executed in connection
therewith and the collateral pledged thereunder shall secure,
without interruption or impairment of any kind, all existing
Advances (as defined in the Existing Credit Agreement) under the
Existing Credit Agreement and the other Loan Documents (as
defined in the Existing Credit Agreement) executed in connection
therewith as amended, restated, renewed, extended, consolidated
and modified hereunder, together with all other Advances (as
defined herein) hereunder; (c) all Liens (as defined in the
Existing Credit Agreement) evidenced by the Existing Credit
Agreement and the other Loan Documents (as defined in the
Existing Credit Agreement) executed in connection therewith are
hereby ratified, confirmed and continued; (d) this Agreement is
intended to restate, renew, extend, consolidate, amend and modify
the Existing Credit Agreement; and (e) the  Loan Documents (as
defined in the Existing Credit Agreement) (other than the
Existing Credit Agreement which is hereby being restated,
renewed, extended, consolidated, amended or modified) shall
remain extant and in full force and effect (except to the extent
amended, modified or restated as of the date hereof); and

     WHEREAS, each of the Borrower, the Agent and the Lenders
intend that (a) the provisions of the Existing Credit Agreement
be hereby superseded and replaced by the provisions hereof; and
(b) by entering into and performing their respective obligations
hereunder, this transaction shall not constitute a novation.

     NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants herein set forth and other good and valuable
consideration, the receipt and adequacy of all of the foregoing
as legally sufficient consideration being hereby acknowledged,
the Borrower, the Agent and the Lenders do hereby agree that the
Existing Credit Agreement is amended and restated in its
entirety, and agree, as follows:

                            ARTICLE 1

                           DEFINITIONS

     Section 1.1    Definitions.  In addition to the other terms
defined herein, the following terms used herein shall have the
meanings herein specified (to be equally applicable to both the
singular and plural forms of the terms defined herein):

     "ADM Shares" shall mean the 3,842,336 shares of the common
stock of Archer-Daniel-Midland Company owned by GK Finance.

     "Advance" shall mean any principal amount advanced and
remaining outstanding at any time by the Lenders under (a) the
364-Day Line of Credit Commitment, or (b) the Term Loan
Commitment.

     "Affiliate" shall mean, with respect to any Person, a Person
directly or indirectly controlling or controlled by, or under
direct or indirect common control with, such Person.  A Person
shall be deemed to be "controlled by" any other Person if such
other Person possesses, directly or indirectly, the power (a) to
vote 10% or more of the securities having ordinary voting power
for the election of directors of such Person or (b) to direct or
cause the direction of the management and policies of such
corporation, whether through the ownership of voting securities,
by contract or otherwise.  Additionally, for purposes of this
Agreement, Young Pecan shall be considered an Affiliate of the
Borrower and its Subsidiaries notwithstanding anything else to
the contrary contained herein.

     "Agent" shall mean Rabobank, as agent for the Lenders
hereunder and under the other Loan Documents, and each successor
agent appointed in accordance with Section 9.8 of this Agreement.

     "Agreement" shall mean this Second Amended and Restated
Credit Agreement, either as originally executed or as it may be
from time to time supplemented, amended, restated, renewed,
extended or otherwise modified.

     "Applicable Margin" shall mean, with respect to the 364-Day
Loans, the Tranche A Term Loans and the Commitment Fee, on a per
annum basis, the percentage designated below under the applicable
column heading and corresponding to the Senior Debt Coverage
Ratio:

Senior                      364-Day and            Commitment
Debt Coverage Ratio         Tranche A Term Loans            Fee

Equal to or less than              2.25%             0.375%

3.25 to 1.00

Greater than 3.25 to 1.00
but less than 4.50 to 1.00         2.625%            0.45%

Greater than or equal to
4.50 to 1.00                       3.00%             0.50%

The Applicable Margin for the 364-Day Loans, the Tranche A Term
Loans and the Commitment Fee shall be determined quarterly (and
the rate determined at that time shall apply until the next
quarterly determination) based upon the Senior Debt Coverage
Ratio, determined pursuant to the financial statements delivered
to the Lenders pursuant to Section 6.1(a) or Section 6.1(b)
hereof, as the case may be, with such Applicable Margin to be
effective with respect to calculations based upon such financial
statements as of the first day of the second fiscal quarter
immediately following the fiscal quarter for which such financial
statements are delivered; provided, however, that with respect to
the 364-Day Loans, the Tranche A Term Loans and the Commitment
Fee, the Applicable Margin from the Closing Date until February
15, 2002 shall be 3.00% for 364-Day Loans and Tranche A Term
Loans, and 0.50% for the Commitment Fee, and on February 16,
2002, the Applicable Margin shall be adjusted based upon the
financial statements delivered for the fiscal quarter ending
December 31, 2001.  Notwithstanding the foregoing, in the event
that the financial statements required to be delivered pursuant
to Section 6.1(a) and Section 6.1(b), as applicable, and the
related compliance certificate required to be delivered in
connection therewith, are not delivered when due, then (x) if
such financial statements and certificate are delivered after the
date such financial statements and certificate were required to
be delivered and the Applicable Margin increases from that
previously in effect as a result of the delivery of such
financial statements, then the Applicable Margin during the
period from the date upon which such financial statements were
required to be delivered until the date upon which they actually
are delivered shall be the Applicable Margin as so increased and
(y) if such financial statements and certificate are delivered
after the date such financial statements and certificate were
required to be delivered and the Applicable Margin decreases from
that previously in effect as a result of the delivery of such
financial statements, then such decrease in the Applicable Margin
shall not become applicable until the date upon which the
financial statements and certificate are actually delivered.

     "Assignment and Acceptance" shall mean an assignment and
acceptance agreement entered into by a Lender and an Eligible
Assignee in accordance with the terms and conditions of this
Agreement and substantially in the form of Exhibit G attached
hereto.

     "Authority" shall mean any Federal, state or local
governmental authority, central bank or any agency or
instrumentality thereof.

     "Bankruptcy Code" means Title 11 of the United States Code
(11 U.S.C.  101 et seq.) as amended, modified, succeeded or
replaced from time to time.

     "Base Rate" shall mean the higher of (a) the Rabobank Base
Rate or (b) the Federal Funds Rate plus one-half of one percent
(0.50%) per annum.

     "Base Rate Advance" shall mean any Advance hereunder that
bears interest based on the Base Rate.

     "Base Rate Borrowing" shall mean any Borrowing hereunder
that bears interest based on the Base Rate.

     "Borrowing" shall mean the incurrence by the Borrower under
any Facility of Advances of one Type concurrently having the same
Interest Period or the continuation or conversion of an existing
Borrowing or Borrowings in whole or in part.

     "Borrowing Base" shall mean, as of the end of any accounting
month, an amount equal to the sum of: (a) 80% of all Eligible
Receivables as of such date of determination; plus (b) 55% of
Eligible Inventory (other than raw materials, corn and soybeans)
as of such date of determination; plus (c) 50% of all raw
materials (other than supplies) that constitute Eligible
Inventory as of such date of determination; plus (d) 70% of all
corn and soybeans that constitute Eligible Inventory as of such
date of determination; plus (e) during any period that the
Lenders have a perfected, first priority security interest in the
ADM Shares, 80% of the Market Value of ADM Shares as of such date
of determination; plus (f) 60% of the value of Borrower's
Broilers, valued at the lower of cost or market, less any amounts
due growers for services in respect of Borrower's Broilers; plus
(g) $0.50 for each of the Borrower's Breeder Chickens.

     "Borrowing Base Certificate" shall mean a certificate, duly
executed by the chief financial officer, chief accounting officer
or treasurer of the Borrower, appropriately completed and
substantially in the form of Exhibit H hereto.

     "Breeder Chickens" shall mean chickens used primarily for
breeding purposes and not held primarily for sale.

     "Broilers" shall mean those chickens the Borrower intends to
process for sale.

     "Business Day" shall mean, (a) with respect to Eurodollar
Borrowings, any day other than a Saturday or Sunday or a day on
which commercial banks are required or permitted to be closed for
domestic and international business, including dealings in Dollar
deposits, in London, England, New York, New York, or Atlanta,
Georgia and (b) with respect to all other Borrowings and as used
in all other contexts, any day other than a Saturday or Sunday or
a day on which commercial banks are required or permitted to be
closed for business in Atlanta, Georgia or New York, New York.

     "Capital Asset" shall mean fixed assets, both tangible and
intangible; provided that Capital Asset shall not include any
item customarily charged directly to expense or depreciated over
a useful life of twelve (12) months or less in accordance with
GAAP, and shall not include any goodwill created on the balance
sheet of the Borrower from the purchase of the common stock of
Golden Poultry Company, Inc.

     "Capital Expenditures" shall mean amounts paid or
indebtedness incurred by the Borrower or any of its Subsidiaries
in connection with the purchase or lease by the Borrower or any
of its Subsidiaries of Capital Assets that would be required to
be capitalized and shown on the balance sheet of such Person in
accordance with GAAP.

     "Capital Lease" shall mean any lease or rental of real or
personal property which, under GAAP, is or will be required to be
capitalized on the balance sheet of the Borrower or any
Subsidiary, taken at the amount thereof accounted for as
indebtedness (net of interest expense) in accordance with such
principles.

     "Change of Control" shall mean the acquisition or possession
by any Person (and its Affiliates), directly or indirectly, of
(a) the power (i) to vote 40% or more of the common stock having
ordinary voting power for the election of directors of the
Borrower or (ii) to direct or cause the direction of the
management and policies of the Borrower, whether through the
ownership of voting common stock, by contract or otherwise, or
(b) 40% of the outstanding common stock of the Borrower.

     "Closing Date" shall mean the date which this Agreement is
dated.

     "CoBank Loans" shall mean the advances made pursuant to (a)
that certain Master Loan Agreement, dated as of August 1, 1996,
between the Borrower and CoBank, ACB, as amended December 23,
1997, (b) that certain multiple Advance Term Loan Supplement
dated September 1, 1997 between the Borrower and CoBank, and (c)
that certain Uncommitted Revolving Credit Supplement dated
December 23, 1997 between the Borrower and CoBank.

     "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

     "Collateral" shall have the meaning set forth in Section
3.21 of this Agreement.

     "Collateral Agent" shall have the meaning set forth in the
Intercreditor Agreement.

     "Collateral Documents" shall mean the Security Agreement,
the Pledge Agreement, the Contribution Agreement and the Real
Property Mortgages.

     "Commitment Fee" shall mean the fee payable by the Borrower
pursuant to Section 3.9 hereof.

     "Commitments" shall mean, at any time for any Lender, such
Lender's (a) 364-Day Line of Credit Commitment, (b) Tranche A
Term Loan Commitment, and (c) Tranche B Term Loan Commitment.

     "Consolidated Assets" shall mean all assets of the Borrower
and its Subsidiaries, consolidated in accordance with GAAP.

     "Consolidated Capital Assets" shall mean all Capital Assets
of the Borrower and its Subsidiaries, consolidated in accordance
with GAAP.

     "Consolidated Current Assets" shall mean the current assets
of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

     "Consolidated Current Liabilities" shall mean the current
liabilities of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

     "Consolidated Interest Expense" shall mean, for any period,
total interest expense for such period of the Borrower and its
Subsidiaries (including without limitation, interest expense
attributable to Capital Leases in accordance with GAAP, all
commissions, discounts and other fees and charges owed with
respect to bankers acceptance financing, and total interest
expense (whether shown as interest expense or as loss and
expenses on sale of receivables) under a receivables purchase
facility) determined on a consolidated basis in accordance with
GAAP.

     "Consolidated Net Earnings" shall mean consolidated gross
revenues of the Borrower and its Subsidiaries before
extraordinary items (but after giving effect to the credit
resulting from any tax loss carry forwards) less all operating
and non-operating expenses of the Borrower and its Subsidiaries
including all charges of a proper character (including current
and deferred taxes on income and current additions to reserves),
but not including in gross revenues any gains (net of expenses
and taxes applicable thereto) in excess of losses resulting from
the sale, conversion or other disposition of capital assets
(i.e., assets other than current assets), any gains resulting
from the write-up of assets, or any earnings of any Person
acquired by the Borrower or any Subsidiary through purchase,
merger or consolidation or otherwise for any year prior to the
year of acquisition, or any deferred credit representing the
excess of equity in any Subsidiary at the date of acquisition
over the cost of investment in such Subsidiary; all determined in
accordance with GAAP.

     "Consolidated Net Worth" shall mean the net worth of the
Borrower and its Subsidiaries, consolidated in accordance with
GAAP.

     "Consolidated Senior Debt" shall mean the sum of (a)
Consolidated Total Debt, less (b) any obligations under the
Rabobank Total Return Swap (to the extent included in
Consolidated Total Debt), less (c) any amounts outstanding under
any Subordinated Debt of the Borrower (to the extent included in
Consolidated Total Debt), less (d) any obligations with respect
to letters of credit issued for the account of the Borrower or
any of its Subsidiaries in the ordinary course of business to the
extent such letters of credit are not drawn upon or, if and to
the extent drawn upon, to the extent such drawing is reimbursed
no later than the tenth Business Day following receipt by the
Borrower or such Subsidiary of a demand for reimbursement
thereunder, and less (e) any other Consolidated Total Debt
subordinated to the repayment of the Borrower's obligations to
the Lenders in form and substance satisfactory to the Agent.

     "Consolidated Tangible Net Worth" shall mean Consolidated
Net Worth, less the Intangible Assets of the Borrower and its
Subsidiaries, but including the goodwill (as reflected on the
Borrower's financial statements delivered pursuant to Section 6.1
hereof from time to time but not to exceed $23,900,000) created
in connection with the acquisition by the Borrower of the
outstanding equity of Golden Poultry Company, Inc. in September,
1997.

     "Consolidated Total Debt" shall mean (a) Total Debt of the
Borrower and its Subsidiaries, plus (b) the Total Debt of any
other Person (other than Young Pecan) which (i) has been
guaranteed by the Borrower or any Subsidiary or (ii) is supported
by a letter of credit issued for the account of the Borrower or
any Subsidiary, all consolidated in accordance with GAAP.

     "Contribution Agreement" shall mean that certain Amended and
Restated Contribution Agreement substantially in the form of
Exhibit J hereto, either as originally executed or as it may be
from time to time supplemented, amended, restated, renewed,
extended or otherwise modified.

      "Cumulative Preferred Certificates of Interest" shall  mean
those debt instruments issued by the Borrower to the public prior
to 1977, and which have no maturity dates.

     "Default" shall mean any event that, with notice or lapse of
time or both, would constitute an Event of Default.

     "Departing Lender" shall mean any Person that, immediately
prior to the Closing Date, was party to the Existing Credit
Agreement as a "Lender" thereunder but is not a Lender under this
Agreement, and is identified as a "Departing Lender" on the
signature pages hereto.

     "Dollar" and the sign "$" shall mean lawful money of the
United States of America.

     "EBIT" shall mean for the Borrower and the Subsidiaries, for
any period, an amount equal to (a) the sum for such period of
Consolidated Net Earnings plus, to the extent subtracted in
determining such Consolidated Net Earnings, provisions for taxes
based on income and Consolidated Interest Expense, minus (b) any
items of gain or plus any items of loss, which were included in
determining such Consolidated Net Earnings and were (i) not
realized in the ordinary course of business or (ii) the result of
any sale of assets.

     "EBITDA" shall mean for the Borrower and the Subsidiaries,
for any period, an amount equal to the sum of (a) EBIT for such
period, plus (b) depreciation and amortization of assets for such
period.

     "Eligible Assignee" shall mean (a) a commercial finance or
asset based lending institution having total assets in excess of
$1,000,000,000 or any commercial finance or asset based lending
Affiliate of any such Person, or (b) any Lender or any Affiliate
of any Lender.

     "Eligible Inventory" shall mean the gross amount of the
Borrower's inventory (valued at the lower of cost or market and
without adjustment for reserves for items of inventory which are
accounted for on a last in first out basis) that conforms to the
representations and warranties contained herein and in the
Security Agreement and which at all times continue to be
acceptable to the Required Lenders in the exercise of their
reasonable business judgment less (a) any work-in-process, (b)
supplies (other than raw materials), (c) live hogs or live
chickens, (d) goods not present in the United States of America,
(e) goods returned or rejected by the Borrower's customers other
than goods that are undamaged and resalable in the normal course
of business, (f) goods to be returned to the Borrower's
suppliers, (g) goods in transit to third parties (other than the
Borrower's agents or warehouses), and (h) any reserves required
by the Required Lenders in their reasonable business judgment for
special order goods, market value declines and bill and hold
(deferred shipment) or consignment sales.

     "Eligible Receivables" shall mean the gross amount of the
Borrower's accounts receivable that conform to the
representations and warranties contained herein and in the
Security Agreement and at all times continue to be acceptable to
the Required Lenders in the exercise of their reasonable business
judgment, less, without duplication, the sum of (a) any returns,
discounts, claims, credits and allowances of any nature (whether
issued, owing, granted or outstanding), (b) the gross amount of
any account receivable that:  (i) arises from sales to the United
States of America or to any agency, department or division
thereof unless payment therefor is secured to the Lenders
pursuant to compliance with the United States Assignment of
Claims Act or is otherwise acceptable to the Lenders, to the
extent that such receivable, when aggregated with all similar
such receivables that are deemed Eligible Receivables, exceeds in
the aggregate $10,000,000 in face amount; (ii) arises from
foreign sales other than sales secured by letters of credit (in
form and substance satisfactory to the Required Lenders) issued
or confirmed by, and payable at, banks having a place of business
in the United States of America and payable in United States
currency; (iii) remains unpaid more than ninety (90) days from
invoice date; (iv) has a contra account; (v) arises from sales to
any Subsidiary, or to any Affiliate; (vi) arises from bill and
hold (deferred shipment) sales, or consignment sales; (vii)
arises from sales to any customer which is (A) insolvent, (B) the
debtor in any bankruptcy, insolvency, arrangement,
reorganization, receivership or similar proceedings under any
federal or state law, (C) negotiating, or has called a meeting of
its creditors for purposes of negotiating, a compromise of its
debts or (D) financially unacceptable to the Required Lenders or
has a credit rating unacceptable to the Required Lenders; (viii)
arises from sales to any customer if fifty percent (50%) or more
of either (A) all outstanding invoices of such customer or (B)
the aggregate dollar amount of all outstanding invoices of such
customer are unpaid more than ninety (90) days from invoice date;
(ix) is evidenced by a promissory note or other instrument, or
(x) is deemed ineligible for any other reasons deemed necessary
by the Required Lenders in their reasonable business judgment and
which are customary either in the commercial finance industry or
in the lending practices of the Required Lenders, and (c) an
amount representing, historically, returns, discounts, claims,
credits, and allowances.

     "Environmental Laws" shall mean all federal, state, local
and foreign statutes and codes or regulations, rules or
ordinances issued, promulgated, or approved thereunder, now or
hereafter in effect (including, without limitation, those with
respect to asbestos or asbestos containing material or exposure
to asbestos or asbestos containing material), relating to
pollution or protection of the environment and relating to public
health and safety, relating to (a) emissions, discharges,
releases or threatened releases of pollutants, contaminants,
chemicals or industrial toxic or hazardous constituents,
substances or wastes, including, without limitation, any
Hazardous Substances, petroleum, including crude oil or any
fraction thereof, any petroleum product or other waste, chemicals
or substances regulated by any Environmental Law into the
environment (including, without limitation, ambient air, surface
water, ground water, land surface or subsurface strata), or (b)
the manufacture, processing, distribution, use, generation,
treatment, storage, disposal, transport or handling of any
Hazardous Substances, petroleum, including crude oil or any
fraction thereof, any petroleum product or other waste, chemicals
or substances regulated by any Environmental Law, and (c)
underground storage tanks and related piping, and emissions,
discharges and releases or threatened releases therefrom, such
Environmental Laws to include, without limitation, (i) the Clean
Air Act (42 U.S.C.   7401 et seq.), (ii) the Clean Water Act (33
U.S.C.   1251 et seq.), (iii) the Resource Conservation and
Recovery Act (42 U.S.C.   6901 et seq.), (iv) the Toxic
Substances Control Act (15 U.S.C.   2601 et seq.), and (v) the
Comprehensive Environmental Response Compensation and Liability
Act, as amended by the Superfund Amendments and Reauthorization
Act (42 U.S.C.   9601 et seq.)

     "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

     "ERISA Affiliate" shall mean any trade or business (whether
incorporated or unincorporated) which is a member of a group
described in Section 4 14(c) of the Code, of which the Borrower
is also a member.

     "Eurodollar Advance" shall mean any Advance hereunder which
bears interest based on LIBOR.

     "Eurodollar Borrowing" shall mean any Borrowing hereunder
which bears interest based on LIBOR.

     "Event of Default" shall have the meaning set forth in
Article 8.

     "Existing Credit Agreement" shall have the meaning set forth
in the recitals to this Agreement.

     "Facility" shall mean the credit facilities established by
the Lenders under Article 2 of this Agreement.

     "Federal Funds Rate" shall mean for any period, a
fluctuating interest rate per annum equal for each day during
such period to the weighted average of the rates on overnight
Federal funds transactions with member banks of the Federal
Reserve System arranged by Federal funds brokers, as published
for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds
brokers of recognized standing selected by the Agent.

     "Fee Letter" shall mean the fee letter dated as of even date
herewith addressed by Rabobank to the Borrower and accepted and
agreed to by the Borrower.

     "Fixed Rate" shall mean 10.57% per annum.

     "Fixed Rate Advance" shall mean any Advance which bears
interest at the Fixed Rate.

     "Fixed Rate Borrowing" shall mean any Borrowing which bears
interest at the Fixed Rate.

     "GAAP" shall mean generally accepted accounting principles
as set forth in statements from Auditing Standards No.  69 issued
by the Auditing Standards Board of the American Institute of
Certified Public Accountants as well as statements and
pronouncements of the Financial Accounting Standards Board that
are applicable, in each case as such principles are supplemented
and amended from time to time.

     "GC Properties" shall mean GC Properties, a general
partnership formed under the laws of the State of Georgia, with
the Borrower and Cotton States Insurance Companies acting as the
general partners.

     "GK Finance" shall mean GK Finance Corporation, a
corporation organized and existing under the laws of the State of
Delaware, which is a wholly-owned Subsidiary of the Borrower.

     "Guaranty" shall mean any contractual obligation, contingent
or otherwise, of a Person with respect to any Indebtedness or
other obligation or liability of another Person, including
without limitation, any such Indebtedness, obligation or
liability directly or indirectly guaranteed, endorsed, co-made or
discounted or sold with recourse by that Person, or in respect of
which that Person is otherwise directly or indirectly liable,
including contractual obligations (contingent or otherwise)
arising through any agreement to purchase, repurchase, or
otherwise acquire such Indebtedness, obligation or liability or
any security therefor, or any agreement to provide funds for the
payment or discharge thereof (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise),
or to maintain solvency, assets, level of income, or other
financial condition, or to make any payment other than for value
received.  The amount of any Guaranty shall be deemed to be an
amount equal to the stated or determinable amount of the primary
obligation in respect of which guaranty is made or, if not so
stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to
perform thereunder) as determined by such Person in good faith.

     "Hazardous Substances" shall have the meaning assigned to
that term in the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended by the
Superfund Amendments and Reauthorization Acts of 1986.

     "Hedging Contracts" shall mean any forward contracts
(whether executed through a broker or directly with the buyer or
seller), futures contracts, option contracts, foreign exchange
contracts, currency swap agreements, interest rate exchange
agreements, interest rate cap agreements, interest rate collar
agreements, and other similar agreements and arrangements entered
into by any Person designed to protect against fluctuations in
either foreign exchange rates, interest rates, or commodity
prices.

     "Hedging Position Report" shall mean a report, in form and
substance as agreed to by the Borrower and the Agent, on the
Borrower's Hedging Contracts.

     "Indebtedness" of any Person shall mean, without duplication
(a) all obligations of such Person which in accordance with GAAP
would be shown on the balance sheet of such Person as a liability
(including, without limitation, obligations for borrowed money
and for the deferred purchase price of property or services, and
obligations evidenced by bonds, debentures, notes or other
similar instruments); (b) all rental obligations under leases
required to be capitalized under GAAP; (c) all Guaranties of such
Person (including contingent reimbursement obligations under
undrawn letters of credit); (d) Indebtedness of others secured by
any Lien upon property owned by such Person, whether or not
assumed; and (e) obligations or other liabilities under Hedging
Contracts, or similar agreements or combinations thereof which
are disclosed as liabilities on the balance sheet of such Person
in accordance with GAAP.

     "Indemnitee" shall have the meaning set forth in Section
10.4 of this Agreement.

     "Insurance Subsidiary" shall mean GK Insurance Co., a
Vermont corporation and wholly-owned Subsidiary of the Borrower.

     "Intangible Assets" of a Person, shall mean the non-current,
non-physical assets of such Person that entitle such Person to
certain legal rights or competitive advantages, and shall include
copyrights, trademarks, tradenames and other intellectual
property, franchises, goodwill (to the extent positive),
organizational costs, licenses and permits.

     "Intercreditor Agreement" shall mean that certain Amended
and Restated Intercreditor Agreement dated as of even date
herewith among the Agent and the other Secured Parties (as
defined in the Security Agreement), either as originally executed
or as it may be from time to time supplemented, amended,
restated, renewed, extended or otherwise modified.

     "Interest Expense" shall mean for the Borrower and the
Subsidiaries, for any fiscal quarter, an amount equal to the
aggregate amount of interest in respect of Indebtedness and all
but the principal component of rentals in respect of Capital
Leases, paid, accrued and/or scheduled to be paid during such
period, all determined in accordance with GAAP.

     "Interest Period" shall mean, with respect to any Eurodollar
Borrowing, a period of 1, 2, 3 or 6 months; provided, that (a)
the first day of an Interest Period must be a Business Day, (b)
an Interest Period that would otherwise end on a day that is not
a Business Day shall be extended to the next succeeding Business
Day, unless such Business Day falls in the next calendar month,
in which case the Interest Period shall end on the next preceding
Business Day, (c) any Interest Period in respect of a Eurodollar
Borrowing which begins on a day for which there is no numerically
corresponding day in the calendar month at the end of such
Interest Period shall expire on the last Business Day of such
calendar month, and (d) the Borrower may not elect an Interest
Period which would extend beyond the Maturity Date which relates
to the Commitment under which the Borrower is borrowing.

     "IntraLinks" shall mean IntraLinks, Inc. or any other
digital workspace provider selected by the Agent from time to
time after notice to the Borrower.

     "L/C Issuer" shall mean Rabobank and its successors and
assigns hereunder as issuer of Letters of Credit for the account
of the Borrower.

     "Letter of Credit" shall mean any standby Letter of Credit
issued by an L/C Issuer hereunder as requested by Borrower for
the account or to secure obligations of the Insurance Subsidiary,
in accordance with the terms of Section 2.2.

     "Letter of Credit Fee" shall have the meaning given such
term in Section 3.9(c).

     "Letter of Credit Commitment" shall mean the commitment of
the L/C Issuer to issue, in accordance with the terms hereof, and
to honor payment obligations under, Letters of Credit hereunder,
in an aggregate amount not to exceed $10,000,000, as such amount
may be reduced from time to time in accordance with the
provisions hereof, and with respect to each Lender, the
commitment of each Lender to purchase participation interests in
the Letters of Credit based upon its respective 364-Day
Commitment Share.

     "Letter of Credit Documents" shall mean, with respect to any
Letter of Credit, such Letter of Credit, any amendments thereto,
any documents delivered in connection therewith, any application
therefor, and any agreements, instruments, guarantees or other
documents (whether general in application or applicable only to
such Letter of Credit) governing or providing for (a) the rights
and obligations of the parties concerned or at risk or (b) any
collateral security for such obligations.

     "Letter of Credit Obligations" shall mean, at any time, the
sum of (a) the maximum amount which is, or at any time thereafter
may become, available to be drawn under Letters of Credit then
outstanding, assuming compliance with all requirements for
drawings referred to in such Letters of Credit plus (b) the
aggregate amount of all drawings under Letters of Credit honored
by the L/C Issuer but not theretofore reimbursed.

     "Letter of Credit Participation Interest" shall mean the
purchase by a Lender of a participation in Letter of Credit
Obligations as provided in Section 2.2.

     "LIBOR" shall mean, with respect to any Interest Period, for
any Eurodollar Advances, the rate per annum equal to the sum of
the rate obtained by dividing (a) the offered rate for deposits
for a period comparable to the Interest Period and in an amount
comparable to the Agent's portion of such Eurodollar Advances,
appearing on Telerate Page 3750 as of 11:00 A.M. (London, England
time) on the day that is two Business Days prior to the first day
of the Interest Period by (b) a percentage equal to 1 minus the
then stated maximum rate (stated as a decimal) of all reserve
requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves) applicable to
any member bank of the Federal Reserve System in respect of
Eurocurrency liabilities as defined in Regulation D (or against
any successor category of liabilities as defined in Regulation
D).  If the foregoing rate is unavailable from Telerate for any
reason, then such rate shall be determined by the Agent from any
other interest rate reporting service of recognized standing
designated in writing by the Agent to the Borrower and the other
Lenders.  If two or more rates appear on such Telerate page, then
the rate per annum for that Interest Period shall be the
arithmetic average of such rates.  In any case, such rate shall
be rounded, if necessary, to the next higher 1/16 of one percent
if the rate is not such a multiple.

     "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any written
agreement to give any of the foregoing, any conditional sale or
other title retention agreement, any lease in the nature thereof,
and the filing of or agreement to give any financing statement
under the Uniform Commercial Code of any jurisdiction).

     "Loan Documents" shall mean and include, as the context
requires, this Agreement, the Notes, the Collateral Documents,
the Subsidiary Guaranty, the Intercreditor Agreement, the Fee
Letter, the Letter of Credit Documents and any and all other
instruments, agreements, documents and writings contemplated
hereby or executed in connection herewith.

     "Loan Party" shall mean the Borrower and each wholly-owned
Subsidiary of the Borrower whose Stock is pledged to the
Collateral Agent pursuant to the Security Agreement (or a
supplement thereto) and that has executed and delivered to the
Agent the Subsidiary Guaranty (or a supplement thereto) and the
Security Agreement (or a supplement thereto), together with
applicable financing statements required under the Uniform
Commercial Code, and such opinions of counsel and other documents
as may be reasonably required by the Agent.

     "Loans" shall mean, collectively, any Loan made by a Lender
pursuant to Section 2.1 of this Agreement.

     "Make Whole Premium" shall mean, with respect to any Tranche
B Term Note, an amount equal to the excess, if any, of the
Discounted Value of the Remaining Scheduled Payments with respect
to the Called Principal of such Note over the amount of such
Called Principal, provided that the Make Whole Premium may in no
event be less than zero.  For the purposes of determining the
Make Whole Premium, the following terms have the following
meanings:

           "Called Principal" shall mean, with respect to
        any Tranche B Term Note, the principal of such Note
        that (a) is subject to mandatory prepayment pursuant
        to Section 3.1(d) or Section 3.1(e), (b) is subject
        to voluntary prepayment pursuant to Section 3.10(c),
        or (c) has become or is declared to be immediately
        due and payable pursuant to Section 8.2.

           "Discounted Value" shall mean, with respect to
        the Called Principal of any Note, the amount
        obtained by discounting all Remaining Scheduled
        Payments with respect to such Called Principal from
        their respective scheduled due dates to the
        Settlement Date with respect to such Called
        Principal, in accordance with accepted financial
        practice and at a discount factor (applied on the
        same periodic basis as that on which interest on the
        Notes is payable) equal to the Reinvestment Yield
        with respect to such Called Principal.

            "Reinvestment Yield" shall mean, with respect
        to the Called Principal of any Note, 0.75% plus the
        yield to maturity implied by (a) the yields
        reported, as of 10:00 A.M. (New York, New York time)
        on the second Business Day preceding the Settlement
        Date with respect to such Called Principal, on the
        display designated as PX-l of the Bloomberg
        Financial Markets Screen (or such other display as
        may replace PX-l of the Bloomberg Financial Markets
        Screen) for actively traded U.S. Treasury securities
        having a maturity equal to the Remaining Average
        Life of such Called Principal as of such Settlement
        Date, or (b) if such yields are not reported as of
        such time or the yields reported as of such time are
        not ascertainable, the Treasury Constant Maturity
        Series Yields reported, for the latest day for which
        such yields have been so reported as of the second
        Business Day preceding the Settlement Date with
        respect to such Called Principal, in Federal Reserve
        Statistical Release H.15 (519) (or any comparable
        successor publication) for actively traded U.S.
        Treasury securities having a constant maturity equal
        to the Remaining Average Life of such Called
        Principal as of such Settlement Date.  Such implied
        yield will be determined, if necessary, by (i)
        converting U.S. Treasury bill quotations to bond-
        equivalent yields in accordance with accepted
        financial practice and (ii) interpolating linearly
        between (A) the actively traded U.S. Treasury
        security with the maturity closest to and greater
        than the Remaining Average Life and (B) the actively
        traded U.S. Treasury security with the maturity
        closest to and less than the Remaining Average Life.

            "Remaining Average Life" shall mean, with
        respect to any Called Principal, the number of years
        (calculated to the nearest one-twelfth year)
        obtained by dividing (a) such Called Principal into
        (b) the sum of the products obtained by multiplying
        (i) the principal component of each Remaining
        Scheduled Payment with respect to such Called
        Principal by (ii) the number of years (calculated to
        the nearest one-twelfth year) that will elapse
        between the Settlement Date with respect to such
        Called Principal and the scheduled due date of such
        Remaining Scheduled Payment.

            "Remaining Scheduled Payments" shall mean, with
        respect to the Called Principal of any Note, all
        payments of such Called Principal and interest
        thereon that would be due after the Settlement Date
        with respect to such Called Principal if no payment
        of such Called Principal were made prior to its
        scheduled due date, provided that if such Settlement
        Date is not a date on which interest payments are
        due to be made under the terms of the Notes, then
        the amount of the next succeeding scheduled interest
        payment will be reduced by the amount of interest
        accrued to such Settlement Date and required to be
        paid on such Settlement Date pursuant to 8.2.

            "Settlement Date" shall mean, with respect to the
        Called Principal of any Note, the date on which such
        Called Principal has become or is declared to be
        immediately due and payable pursuant to Section 3.1(d),
        Section 3.1(e), Section 3.10(c), or Section 8.2.

     "Market Value of ADM Shares" shall mean the closing price of
Archer-Daniels-Midland Company common stock from time to time as
published in the most recent edition of The Wall Street Journal,
times the number of shares of common stock of Archer-Daniels-
Midland Company in which the Lenders have a perfected, first
priority security interest.

     "Material Adverse Effect" shall mean any material adverse
change in (a) the business, results of operations, financial
condition, assets or prospects of the Borrower and the
Subsidiaries, taken as a whole, (b) the ability of Borrower or
the Subsidiaries to perform their obligations under this
Agreement, (c) the validity or enforceability of the Loan
Documents, or (d) the rights or remedies of the Lenders or the
Agent under any of the Loan Documents.

     "Maturity Date" shall mean, as the context requires, any or
all of (a) the 364-Day Loan Maturity Date, (b) the Tranche A Term
Loan Maturity Date, or (c) the Tranche B Term Loan Maturity Date.

     "Money Borrowed" shall mean, as applied to the Indebtedness
of a Person,

     (a)  Indebtedness for money borrowed including all revolving
and term Indebtedness and all other lines of credit; or

     (b)  Indebtedness (other than trade debt of such Person
incurred in the ordinary course of business), whether or not in
any such case the same was for money borrowed:

                    (i) represented by notes payable, and drafts
                   accepted, that represent extensions of
                   credit;

                    (ii)constituting obligations evidenced by
                   bonds, debentures, notes or similar
                   instruments; or

                    (iii)constituting purchase money
                   indebtedness, conditional sales contracts,
                   title retention debt instruments or other
                   similar instruments upon which interest
                   charges are customarily paid or that are
                   issued or assumed as full or partial payment
                   for property; or

     (c)  all reimbursement obligations under any letters of
credit or acceptances; or

     (d)  Indebtedness that is such by virtue of subsection (c)
of the definition of Indebtedness, but only to the extent that
the obligations guaranteed are obligations that would constitute
Indebtedness for Money Borrowed.

     "Multiemployer Plan" shall mean any Plan which is a
"multiemployer plan" (as such term is defined in Section 4001 of
ERISA).

     "Net Proceeds of Stock" shall mean any proceeds received by
the Borrower or a Consolidated Subsidiary in respect of the
issuance of Stock, after deducting therefrom all reasonable and
customary costs and expenses incurred by the Borrower or such
Consolidated Subsidiary directly in connection with the issuance
of such Stock, including without limitation any underwriter's
discounts and commissions.

     "Notes" shall mean, collectively, the 364-Day Notes, the
Tranche A Term Notes, and the Tranche B Term Notes, and shall not
be deemed to include any notes of the Borrower or any Subsidiary
issued other than pursuant to this Agreement or the Existing
Credit Agreement.

     "Notice of Borrowing" shall have the meaning set forth in
Section 3.6(a) of this Agreement.

     "Notice of Continuation/Conversion" shall have the meaning
set forth in Section 3.6(c) of this Agreement.

     "Notice of Request for Letter of Credit" shall mean a notice
in the form of Exhibit M hereto.

     "Obligations" shall have the meaning set forth in the
Security Agreement, and shall include, for all purposes, without
limitation, all Advances and all obligations under any Letter of
Credit issued pursuant to this Agreement, together with all
interest, fees and expenses in connection therewith (including,
without limitation, any interest, fees and expenses that, but for
the provisions of the Bankruptcy Code, would have accrued with
respect to such Advances and Letters of Credit).

     "Officer's Certificate" shall mean a certificate signed in
the name of the Borrower by its Chief Executive Officer, its
President, one of its Vice Presidents or its Treasurer.

     "Payment Office" shall mean with respect to any payment of
principal, interest, fees or other amounts relating to any Loans,
the office specified as the "Payment Office" for the Agent and
each Lender on the respective signature pages of the Agent and
the Lenders, or such other location as to which the Agent or any
Lender shall have given written notice to the Borrower.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation.

     "Person" shall mean and include an individual, a
partnership, a joint venture, a limited liability company, a
corporation, a trust, an unincorporated organization, a
government or any department or agency thereof and any other
entity whatsoever.

     "Plan" shall mean an "employee pension benefit plan" (as
defined in Section 3 of ERISA), which is or has been established
or maintained, or to which contributions are or have been made,
by the Borrower, any Subsidiary, or any ERISA Affiliate.

     "Pledge Agreement" shall mean that certain pledge agreement,
granting a security interest in the ADM Shares to the Collateral
Agent, executed and delivered by GK Finance after the Closing
Date and in the form set forth in Exhibit L, as the same may be
originally executed or as it may from time to time be
supplemented, amended, restated, renewed, extended or otherwise
modified.

     "Pork Division" shall mean those operations and facilities
of the Borrower utilized for the production and marketing of
hogs.

     "Pro Rata Share" shall mean, with respect to each Commitment
of each Lender, each Loan to be made by such Lender in respect of
such Commitment, and each payment (including, without limitation,
any payment of principal, interest or fees) to be made to each
Lender with respect to such Loan, the percentage designated as
such Lender's Pro Rata Share of such Commitment, set forth under
the name of such Lender on the respective signature page for such
Lender, in each case as such Pro Rata Share may change from time
to time as a result of assignments or amendments made pursuant to
this Agreement.

     "Prudential Loans" shall mean the advances made to the
Borrower pursuant to that certain Consolidated, Amended and
Restated Note Agreement dated November 3, 2000, with The
Prudential Insurance Company of America ("Prudential").

     "Rabobank" shall mean Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A., "Rabobank Nederland," New York Branch, and
its successors.

     "Rabobank Base Rate" shall mean the per annum rate of
interest designated from time to time by Rabobank to be its base
rate, with any change in the rate of interest resulting from a
change in the Rabobank Base Rate to be effective as of the
opening of business of Rabobank on the day of such change;
provided, however, that the Rabobank Base Rate is a reference
rate and does not necessarily represent the lowest or best rate
charged to customers and that Rabobank may make loans at a rate
of interest at, above or below the Rabobank Base Rate.

     "Rabobank Total Return Swap" shall mean the total return
swap involving the ADM Shares as described in that certain letter
and term sheet from Rabobank to the Borrower dated March 3, 1998.

     "Real Property" shall mean those parcels of real property
listed on Schedule R-1 hereto.

     "Real Property Mortgages" shall mean those deeds to secure
debt, mortgages, deeds of trust and other instruments executed by
any Loan Party in connection with the Existing Credit Agreement
or thereafter for the purpose of granting to the Lenders a lien
on or other security interest in the Real Property, in each case
as modified as of the Closing Date, and as from time to time
supplemented, amended, restated, renewed, extended or otherwise
modified.

     "Reportable Event" shall mean an event described in Section
4043(b) of ERISA with respect to which the 30-day notice
requirement has not been waived by the PBGC.

     "Reported Net Income" shall mean, for any period, the Net
Income as reflected on the financial statements delivered
pursuant to Section 6.1.

     "Required Lenders" shall mean, at any time, any Lender or
group of Lenders holding at least 51% of the sum of the
outstanding Loans and the unfunded Commitments under which any
Lender has a continuing obligation to advance; provided that, if
any Lender shall have accelerated its Notes pursuant to the
proviso set forth in Section 8.2(a), "Required Lenders" for the
purpose of sending a Remedies Demand (as defined in the
Intercreditor Agreement) to the Collateral Agent under the
Intercreditor Agreement shall also mean Lenders holding 75% of
the Loans of the type accelerated (i.e., 364-Day Loans, Tranche A
Term Loans, or Tranche B Term Loans).

     "Restricted Payments" shall have the meaning set forth in
Section 7.2.

     "Security Agreement" shall mean that certain Amended and
Restated Security Agreement dated as of even date herewith
executed by the Borrower and its Subsidiaries in favor of the
Collateral Agent for the benefit of the Secured Parties (as
defined therein), substantially in the form of Exhibit K attached
hereto, as originally executed or as from time to time
supplemented, amended, restated, renewed, extended or otherwise
modified.

     "Senior Debt Coverage Ratio" shall mean, as of any fiscal
quarter end, the ratio of (a) Consolidated Senior Debt as of the
end of such fiscal quarter, to (b) the sum of EBITDA for the
fiscal quarter then ending and the preceding seven fiscal
quarters (divided by two).

     "Senior Note Holders" shall mean the holders, from time to
time, of the Senior Notes.

     "Senior Notes" shall mean (a) the notes issued pursuant to
that certain Master Loan Agreement, dated as of August 1, 1996,
with CoBank, ACB, as amended December 23, 1997, and that certain
multiple Advance Term Loan Supplement dated September 1, 1997
with CoBank, ACB, as such notes or agreements may be modified,
amended, renewed, refinanced or replaced, and (b) the notes
issued pursuant to that certain Consolidated, Amended and
Restated Note Agreement dated November 3, 2000, with The
Prudential Insurance Company of America, as amended by that
Amendment of 2000 Note Agreement dated as of October 23, 2001,
and as such notes or agreement may be modified, amended, renewed,
refinanced or replaced.

     "Shareholders' Equity" shall mean, with respect to any
Person as at any date of determination, shareholders' equity of
such Person determined on a consolidated basis in conformity with
GAAP.

     "SSC Securities" shall mean the $40,000,000 Series B
Cumulative Redeemable Preferred Stock and the $60,000,000 Series
B Capital Securities issued by Southern States Cooperative or
Southern States Capital Trust, respectively, and purchased by the
Borrower pursuant to the Securities Purchase Agreement between
the Borrower and Southern States Cooperative dated as of October
5, 1999.

     "Stock" shall mean, as applied to any Person, any stock,
share capital, partnership interests or other equity of such
Person, regardless of class or designation, and all warrants,
options, purchase rights, conversion or exchange rights, voting
rights, calls or claims of any character with respect thereto.

      "Subordinated Capital Certificates of Interest" shall  mean
those debt instruments issued by the Borrower to the public under
trust  indentures  with  SunTrust  Bank,  Atlanta,  Georgia,   as
"Trustee,"  registered  with  the United  States  Securities  and
Exchange  Commission and having maturities of  greater  than  one
year.

     "Subordinated Debt" shall mean all Indebtedness for Money
Borrowed wherein the principal and premium, if any, and interest
is subordinated and junior in right of payment to the prior
payment in full of all other Indebtedness of the Borrower for
Money Borrowed except other Subordinated Debt, and shall include,
without limitation, the Subordinated Capital Certificates of
Interest, Subordinated Loan Certificates, and 5% Cumulative
Preferred Certificates of Interest, issued by the Borrower, as
described on, and an example of whose subordination provisions
are annexed hereto, as Schedule S-1.

      "Subordinated  Loan  Certificates" shall  mean  those  debt
instruments  issued  by the Borrower to the  public  under  trust
indentures  with SunTrust Bank, Atlanta, Georgia,  as  "Trustee,"
registered  with  the  United  Stated  Securities  and   Exchange
Commission and having maturities of one year or less.

     "Subsidiary", of Borrower, shall mean any corporation,
partnership, joint venture, limited liability company, trust or
estate or other entity in which (or of which) the Borrower,
directly or indirectly, owns or controls more than 50% of (a) any
shares of Stock or other form of ownership interest of such
Person having general voting power under ordinary circumstances
to vote in the election of the board of directors, managers or
trustees of such Person (irrespective of whether or not at the
time Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency), or
(b) the interest in the capital or profits of such Person.

     "Subsidiary Guaranty" shall mean that certain Amended and
Restated Subsidiary Guaranty dated as of even date herewith,
executed by the Subsidiaries of the Borrower in favor of the
Agent, substantially in the form of Exhibit I attached hereto, as
originally executed or as from time to time supplemented,
amended, restated, renewed, extended or otherwise modified.

     "Substantial Part" shall mean, as used in Section 7.5,
Section 7.6 and Section 8.1(i) of this Agreement, the
consolidated assets of the Borrower and all Subsidiaries which,
as a whole, (a) constitute more than 10% of Consolidated Assets
or (b) contributed more than 15% of Consolidated Net Earnings for
any one or more of the three prior fiscal years of the Borrower.

     "Swing Line Advance" shall mean an advance made by the Swing
Line Bank pursuant to Section 2.1(c), which Advance shall be for
all purposes under this Agreement (except as expressly provided
otherwise by Section 2.1(c)) be deemed an advance under the 364-
Day Line of Credit Commitment.

     "Swing Line Bank" shall mean Rabobank.

     "Swing Line Borrowing" shall mean a borrowing consisting of
a Swing Line Advance made by the Swing Line Bank.

     "Swing Line Maturity Date" shall mean, which respect to any
Swing Line Advance, the date that is five Business Days prior to
the 364 Day Loan Maturity Date.

     "Swing Line Participation" shall mean the participation
purchased by a Lender in any Swing Line Advance pursuant to
Section 3.6(b).

     "Swing Line Sublimit" shall have the meaning specified in
Section 2.1(c).

     "Taxes" shall mean any present or future taxes, levies,
imposts, duties, fees, assessments, deductions, withholdings or
other charges of whatever nature, including without limitation,
income, receipts, excise, property, sales, transfer, license,
payroll, withholding, social security and franchise taxes now or
hereafter imposed or levied by the United States, or any state,
local or foreign government or by any department, agency or other
political subdivision or taxing authority thereof or therein and
all interest, penalties, additions to tax and similar liabilities
with respect thereto.

     "Term Loans" shall mean, collectively, the Tranche A Term
Loans and the Tranche B Term Loans made to the Borrower by the
Lenders pursuant to Section 2.1(b).

     "Term Loan Commitment" shall mean, for any Lender, the sum
of its Tranche A Term Loan Commitment and its Term B Term Loan
Commitment from time to time.

     "Term Loan Lender" shall mean each Tranche A Term Loan
Lender and each Tranche B Term Loan Lender.

     "Total Debt" shall mean, as to any Person, and include
without duplication:

          (a)  all Indebtedness for Money Borrowed, including,
     without limitation, purchase money mortgages, Capital
     Leases, any asset securitization programs that are not non-
     recourse, conditional sales contracts and similar title
     retention debt instruments (including any current maturities
     of such indebtedness), which under GAAP is shown on the
     balance sheet as a liability (but excluding reserves for
     deferred income taxes and other reserves to the extent such
     reserves do not constitute an obligation); and

          (b)  Guarantees, endorsements (other than endorsements
     of negotiable instruments for collection in the ordinary
     course of business) and other contingent liabilities
     (whether direct or indirect) in connection with the
     obligations, Stock or dividends of any other Person; and

          (c)  obligations under any other contract in connection
     with any borrowing which, in effect, is substantially
     equivalent to a guarantee (other than any undertaking with
     respect to the obligations of Young Pecan); and

          (d)  obligations with respect to any redeemable
     preferred Stock which is required or scheduled to be
     redeemed within one year from the date of calculation.

Any obligation secured by a Lien on, or payable out of the
proceeds of production from, property of the Borrower or any
Subsidiary shall be deemed to be Total Debt of the Borrower or
such Subsidiary even though such obligation shall not be assumed
by the Borrower or such Subsidiary.

     "Tranche A Term Loan Lender" shall have the meaning given
the term in Section 2.1(b)(i).

     "Tranche A Term Loans" shall mean, collectively, the Term
Loans made to the Borrower by the Lenders pursuant to Section
2.1(b)(i).

     "Tranche A Term Loan Commitment" shall mean, for any Lender,
the amount set forth opposite such Lender's name on the signature
pages hereto under the heading "Tranche A Term Loan Commitment",
as the same may be increased or decreased from time to time as a
result of any assignment thereof pursuant to Section 10.5 of this
Agreement or any amendment thereof pursuant to Section 10.2 of
this Agreement.

     "Tranche A Term Loan Maturity Date" shall mean October 23,
2003.

     "Tranche A Term Notes" shall mean, collectively, the
promissory notes evidencing the Tranche A Term Loans in
substantially the form of Exhibit B-1 attached hereto, each dated
and delivered on the Closing Date, and all promissory notes
issued in replacement thereof after the Closing Date.

     "Tranche B Term Loan Lender" shall have the meaning given
the term in Section 2.1(b)(ii).

     "Tranche B Term Loans" shall mean, collectively, the Term
Loans made to the Borrower by the Lenders pursuant to Section
2.l(b)(ii).

     "Tranche B Term Loan Commitment" shall mean, for any Lender,
the amount set forth opposite such Lender's name on the signature
pages hereto under the heading "Tranche B Term Loan Commitment",
as the same may be increased or decreased from time to time as a
result of any assignment thereof pursuant to Section 10.5 of this
Agreement or any amendment thereof pursuant to Section 10.2 of
this Agreement.

     "Tranche B Term Loan Maturity Date" shall mean November 1,
2005.

     "Tranche B Term Notes" shall mean, collectively, the
promissory notes evidencing the Tranche B Term Loans, copies of
which are attached hereto as Exhibit B-2, each dated and
delivered on November 3, 2000, together with all promissory notes
issued in replacement thereof.

     "364-Day Commitment Share" shall mean, for any Lender, the
percentage that such Lender's 364-Day Line of Credit Commitment
bears to the aggregate 364-Day Line of Credit Commitments of all
the Lenders.

     "364-Day Line of Credit Commitment" shall mean, at any time
for any Lender, the amount set forth opposite such Lender's name
on the signature pages hereof under the heading "364-Day Line of
Credit Commitment", as the same may be increased or decreased
from time to time as a result of any reduction thereof pursuant
to Section 3.3 of this Agreement, any assignment thereof pursuant
to Section 10.5 of this Agreement or any amendment thereof
pursuant to Section 10.2 of this Agreement.

     "364-Day Loan Maturity Date" shall mean October 22, 2002, or
such later date as may be provided for by Section 3.4 of this
Agreement.

     "364-Day Loans" shall mean, collectively, the revolving
credit loans made to the Borrower by the Lenders pursuant to
Section 2.1(a) of this Agreement.

     "364-Day Notes" shall mean, collectively, the promissory
notes evidencing the 364-Day Loans in substantially the form of
Exhibit A attached hereto, each dated and delivered on the
Closing Date, and all promissory notes issued in replacement
thereof after the Closing Date.

     "Type" shall mean, with respect to a Borrowing, a Borrowing
consisting of Fixed Rate Advances, Base Rate Advances or
Eurodollar Advances.

     "Wholly Owned Subsidiary" shall mean any Subsidiary all of
the shares of Stock or other ownership interests of which (except
directors' qualifying shares) are at the time directly or
indirectly owned by the Borrower.

     "Young Pecan" shall mean Young Pecan Company, a general
partnership formed under the laws of the State of South Carolina
with GK Pecans, Inc. and Y Pecans, Inc., a South Carolina
corporation, as general partners.

     Section 1.2    Accounting Terms.  All accounting terms not
specifically defined herein shall have the meanings generally
attributed to them under GAAP applied on a basis consistent with
the financial statements identified in Section 5.2 and the income
and expense statements, the balance sheet and the statements of
income and cash flow furnished to the Agent pursuant to Section
6.1.

     Section 1.3    Use of Defined Terms.  All defined terms used
in the plural preceded by the definite article shall be taken to
encompass all members of the relevant class.  Any defined term
used in the singular preceded by "any" shall be taken to indicate
any number of the members of the relevant class.

                            ARTICLE 2

                        CREDIT FACILITIES

     Section 2.1.   The Loans.

     (a)  364-Day Line of Credit Commitment.  Subject to and upon
the terms and conditions herein set forth, each Lender severally
establishes in favor of the Borrower from the period beginning on
the Closing Date up to but excluding the 364-Day Loan Maturity
Date, its 364-Day Line of Credit Commitment.  Each Lender,
subject to and upon the terms and conditions set forth herein,
from time to time, agrees to make to the Borrower 364-Day Loans
in an aggregate amount outstanding at any time not to exceed such
Lender's 364-Day Line of Credit Commitment.  Subject to the terms
and conditions contained in this Agreement, the Borrower shall be
entitled to borrow, repay and reborrow 364-Day Loans; provided,
however, that the Borrower may neither borrow nor reborrow (i)
should there exist a Default or an Event of Default, or (ii) if
such borrowing would cause the aggregate amount of all
outstanding Letter of Credit Obligations, Swing Line Advances and
364-Day Loans to exceed the lesser of the Borrowing Base or the
aggregate 364-Day Line of Credit Commitments in effect at such
time.  Additionally, except on the Closing Date, each 364-Day
Loan shall be in an aggregate amount of $1,000,000 or integral
multiples of $100,000 in excess thereof.

     (b)  Term Loan Commitment.  Subject to and upon the terms
and conditions herein set forth:

          (i)  each Lender with a Tranche A Term Loan Commitment
( each a "Tranche A Term Loan Lender") severally establishes in
favor of the Borrower its Tranche A Term Loan Commitment.  Each
Tranche A Term Loan Lender, subject to and upon the terms and
conditions set forth herein, agrees to lend to the Borrower on
the Closing Date a Tranche A Term Loan in an aggregate amount
equal to such Term Loan Lender's Tranche A Term Loan Commitment.
The Tranche A Term Loan shall be funded in a single drawing.
Amounts borrowed under this Section 2.1(b)(i) and repaid may not
be reborrowed, except solely to the extent the Tranche A Term
Loan is refunded from time to time as a Base Rate Borrowing or a
Eurodollar Borrowing; and

          (ii) each Lender with a Tranche B Term Loan Commitment
(each a "Tranche B Term Loan Lender") has severally established
in favor of the Borrower its Tranche B Term Loan Commitment, and,
in connection with the Existing Credit Agreement, has advanced to
the Borrower on the Closing Date (as defined in the Existing
Credit Agreement) a Tranche B Term Loan in an aggregate amount
equal to such Term Loan Lender's Tranche B Term Loan Commitment.
The Tranche B Term Loan was funded in a single drawing under the
Existing Credit Agreement and shall remain outstanding under this
Agreement in accordance with the terms and conditions hereof.
Any portion of the Tranche B Term Loan that is repaid may not be
reborrowed.

     (c)  The Swing Line Advances.  The Borrower may request the
Swing Line Bank to make, and the Swing Line Bank shall make, on
the terms and conditions hereinafter set forth, Swing Line
Advances to the Borrower from time to time on any Business Day
during the period from the date hereof until the Swing Line
Maturity Date in an aggregate amount not to exceed at any time
outstanding U.S. $15,000,000 (the "Swing Line Sublimit");
provided that at such time all outstanding Swing Line Advances
plus all outstanding 364-Day Loans, plus all outstanding Letter
of Credit Obligations, , after giving effect to such Borrowing,
shall not exceed the lesser of (i) the aggregate 364-Day Line of
Credit Commitments, or (ii) the Borrowing Base.  Each Swing Line
Advance shall bear interest at a per annum rate equal to the Base
Rate plus 1.50% per annum.  Within the limits of the Swing Line
Sublimit, the Borrower may borrow under this Section 2.1(c),
repay pursuant to Section 3.1 and reborrow under this Section
2.1(c).

     Section 2.2    Letter of Credit Subfacility.

     (a)  Issuance.  From the Closing Date until the 364-Day Loan
Maturity Date, subject to the terms and conditions hereof and of
the Letter of Credit Documents, if any, and such other terms and
conditions which the L/C Issuer may reasonably require, the L/C
Issuer shall issue, and the Lenders shall participate in, such
Letters of Credit as the Borrower may request for the benefit of
the Insurance Subsidiary as provided herein, in a form acceptable
to the L/C Issuer, for the purposes hereinafter set forth;
provided that (i) the aggregate amount of Letter of Credit
Obligations shall not exceed the Letter of Credit Commitment at
any time, and (ii) the aggregate principal amount of the 364-Day
Loans, Swing Line Advances and Letter of Credit Obligations shall
not exceed the lesser of the Borrowing Base or the aggregate 364-
Day Line of Credit Commitments in effect at any time.  No Letter
of Credit shall have an expiration date later than the earlier of
the 364-Day Loan Maturity Date and one year after the date of
issuance thereof; provided, however, the Borrower may request
issuance or renewal of a Letter of Credit to a date after the 364-
Day Loan Maturity Date if, at the time of such issuance or
renewal, the Borrower deposits into the L/C Cash Collateral
Account an amount equal to the face amount of such Letter of
Credit.  Each Letter of Credit shall require that all draws
thereon must be presented to the L/C Bank by the expiration date
therefor, regardless of whether presented prior to such date to
any correspondent bank or other institution.  Each Letter of
Credit shall comply with the related Letter of Credit Documents.
The issuance date of each Letter of Credit shall be a Business
Day.

     (b)  Notice and Reports.  The request for the issuance of a
Letter of Credit shall be submitted by the Borrower to the L/C
Issuer at least three (3) Business Days prior to the requested
date of issuance (or such shorter period as may be agreed by the
L/C Issuer) pursuant to a Notice of Request for Letter of Credit,
accompanied by such applications and other related documents as
may be required by the L/C Issuer.  If (i) the Notice of Request
for Letter of Credit, related application and the requested form
of such Letter of Credit is acceptable to the L/C Issuer in its
sole discretion, and (ii) it has not received notice of objection
to such issuance from the Required Lenders, the L/C Issuer will,
upon fulfillment of the applicable conditions set forth in
Article 4, make such Letter of Credit available to the Borrower.
The L/C Issuer will provide to the Agent at least monthly, and
more frequently upon request, a detailed summary report on the
Letters of Credit and the activity with respect thereto, in form
and substance satisfactory to the Agent.  The L/C Issuer will
provide copies of the Letters of Credit to the Agent and the
Lenders promptly upon request.

     (c)  Participation. Upon issuance of a Letter of Credit,
each Lender with a 364-Day Loan Commitment shall be deemed to
have purchased, without recourse, a risk participation from the
L/C Issuer in such Letter of Credit and the obligations arising
thereunder, in each case in an amount equal to its Pro Rata Share
of the obligations under such Letter of Credit (based on the
respective 364-Day Commitment Shares of the Lenders) and shall
absolutely, unconditionally and irrevocably assume, as primary
obligor and not as surety, and be obligated to pay to the L/C
Issuer therefor and discharge when due, its Pro Rata Share of the
obligations arising under such Letter of Credit.  Without
limiting the scope and nature of each such Lender's participation
in any Letter of Credit, to the extent that the L/C Issuer has
not been reimbursed as required hereunder or under any such
Letter of Credit, the L/C Issuer will promptly notify the
applicable Lenders of the amount of any unreimbursed drawing and
each such Lender shall promptly pay to the Agent for the account
of the L/C Issuer in Dollars and in immediately available funds,
the amount of such Lender's Pro Rata Share of such unreimbursed
drawing.  Such payment shall be made on the day such notice is
received by such Lender from the L/C Issuer if such notice is
received at or before 1:00 p.m. (New York, New York time)
otherwise such payment shall be made at or before 12:00 noon (New
York, New York time) on the Business Day next succeeding the day
such notice is received.  If such Lender does not pay such amount
to the L/C Issuer in full upon such request, such Lender shall,
on demand, pay to the Agent for the account of the L/C Issuer
interest on the unpaid amount during the period from the date of
such drawing until such Lender pays such amount to the L/C Issuer
in full at a rate per annum equal to, if paid within two (2)
Business Days of the date that such Lender is required to make
payments of such amount pursuant to the preceding sentence, the
Federal Funds Rate and thereafter at a rate equal to the Base
Rate. The obligation of each Lender with a 364-Day Line of Credit
Commitment to so reimburse the L/C Issuer shall be absolute and
unconditional, shall not be affected by any circumstance
whatsoever and without regard to the termination of this
Agreement or the Commitments hereunder, the existence of a
Default or Event of Default or the acceleration of the
obligations of the Borrower hereunder and shall be made without
any offset, abatement, withholding or reduction whatsoever.  Any
such reimbursement shall not relieve or otherwise impair the
obligation of the Borrower to reimburse the L/C Issuer under any
Letter of Credit, together with interest as hereinafter provided.
Simultaneously with the making of each such payment by a Lender
to the L/C Issuer, such Lender shall, automatically and without
any further action on the part of the L/C Issuer or such Lender,
acquire a participation in an amount equal to such payment
(excluding the portion of such payment constituting interest
owing to the L/C Issuer) in the related unreimbursed drawing
portion of the Letter of Credit Obligation and in the interest
thereon and in the related Letter of Credit Documents, and shall
have a claim against the Borrower with respect thereto.

     (d)  Reimbursement.  In the event of any drawing under any
Letter of Credit, the L/C Issuer will promptly notify the
Borrower, and the Borrower shall request, or be deemed to have
requested, an Advance of a 364-Day Loan in the amount of such
drawing, the proceeds of which will be used to satisfy the
related reimbursement obligations. On any day on which the
Borrower shall have requested, or been deemed to have requested,
a 364-Day Loan to reimburse a drawing under a Letter of Credit,
the Agent shall give notice to the applicable Lenders that a 364-
Day Loan has been requested or deemed requested by the Borrower
to be made in connection with a drawing under a Letter of Credit,
in which case a 364-Day Loan comprised of Base Rate Loans (or a
Eurodollar Borrowing to the extent the Borrower has complied with
the procedures of Section 3.6 with respect thereto) shall be
immediately made to the Borrower by all Lenders (notwithstanding
any termination of the 364-Day Line of Credit Commitment) pro
rata based on their respective 364-Day Commitment Shares
(determined before giving effect to any termination of the 364-
Day Line of Credit Commitment) and the proceeds thereof shall be
paid directly to the L/C Issuer for application to the respective
Letter of Credit Obligations.  Each such Lender hereby
irrevocably agrees to make its Pro Rata Share of each such 364-
Day Loan immediately upon any such request or deemed request in
the amount, in the manner and on the date specified in the
preceding sentence notwithstanding (i) the amount of such
borrowing may not comply with the minimum amount for Advances of
364-Day Loans otherwise required hereunder, (ii) whether any
conditions specified in Section 4.2 are then satisfied, (iii)
whether a Default or an Event of Default then exists,
(iv) failure for any such request or deemed request for 364-Day
Loan to be made by the time otherwise required hereunder, (v)
whether the date of such borrowing is a date on which 364-Day
Loans are otherwise permitted to be made hereunder or (vi) any
termination of the 364-Day Line of Credit Commitment immediately
prior to or contemporaneously with such borrowing.  In the event
that any 364-Day Loan cannot for any reason be made on the date
otherwise required above (including, without limitation, as a
result of the commencement of a proceeding under the Bankruptcy
Code with respect to the Borrower or the Insurance Subsidiary),
then each such Lender hereby agrees that it shall forthwith
purchase (as of the date such borrowing would otherwise have
occurred, but adjusted for any payments received from the
Borrower on or after such date and prior to such purchase) from
the L/C Issuer such participation in the outstanding Letter of
Credit Obligations as shall be necessary to cause each such
Lender to share in such Letter of Credit Obligations ratably
(based upon the respective 364-Day Commitment Shares of the
Lenders (determined before giving effect to any termination of
the 364-Day Line of Credit Commitment)), as set forth in
paragraph (c) above.  The Borrower's reimbursement obligations
hereunder shall be absolute and unconditional under all
circumstances irrespective of any rights of setoff, counterclaim
or defense to payment the Borrower may claim or have against the
L/C Issuer, the Agent, the Lenders, the Insurance Subsidiary, or
the beneficiary of the Letter of Credit drawn upon or any other
Person, including without limitation any defense based on any
failure of the Borrower or the Insurance Subsidiary to receive
consideration or the legality, validity, regularity or
unenforceability of the Letter of Credit

     (e)  Borrower as Actual Account Party.  Notwithstanding
anything to the contrary set forth in this Agreement, a Letter of
Credit issued hereunder may contain a statement to the effect
that such Letter of Credit is issued for the account, or to
secure obligations, of the Insurance Subsidiary, provided that
notwithstanding such statement, the Borrower shall be the actual
account party for all purposes of this Agreement for such Letter
of Credit and such statement shall not affect the Borrower's
reimbursement obligations hereunder with respect to such Letter
of Credit.

     (f)  International Standby Practices.  The L/C Issuer may
have the Letters of Credit be subject to Rules on International
Standby Practices (ISP98), as adopted as of the date of issue by
the International Chamber of Commerce (the "ISP"), in which case
the ISP may be incorporated therein and deemed in all respects to
be a part thereof.

     (g)  Responsibility of L/C Issuer; Obligations Absolute.  It
is expressly understood and agreed that the obligations of the
L/C Issuer hereunder to the Lenders are only those expressly set
forth in this Agreement and that the L/C Issuer shall be entitled
to assume that the conditions precedent set forth in Section 4.1
and 4.2 have been satisfied unless it shall have acquired actual
knowledge that any such condition precedent has not been
satisfied.  The obligations of the Borrower under this Agreement,
any Letter of Credit Document and any other agreement or
instrument relating to any Letter of Credit shall be
unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement, such Letter of
Credit Document and such other agreement or instrument under all
circumstances, including without limitation the following
circumstances:

          (i)  any lack of validity or enforceability of this
Agreement, any Letter of Credit Document, any Letter of Credit or
any other agreement or instrument relating thereto (this
Agreement and all of the other foregoing being, collectively, the
"L/C Related Documents");

          (ii) any change in the time, manner or place of payment
of, or in any other term of, all or any of the obligations of the
Borrower in respect of any L/C Related Document or any other
amendment or waiver of or any consent to departure from all or
any of the L/C Related Documents;

          (iii)     the existence of any claim, set-off, defense
or other right that the Borrower may have at any time against any
beneficiary or any transferee of a Letter of Credit (or any
Persons for whom any such beneficiary or any such transferee may
be acting), the L/C Issuer or any other Person, whether in
connection with the transactions contemplated by the L/C Related
Documents or any unrelated transaction;

          (iv) any statement or any other document presented
under a Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;

          (v)  payment by the L/C Issuer under a Letter of Credit
against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit;

          (vi) any exchange, release or non-perfection of any
Collateral, or any release or amendment or waiver of or consent
to departure from any Collateral  Document; or

          (vii)     any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing,
including without limitation any other circumstance that might
otherwise constitute a defense available to, or a discharge of,
the Borrower or a guarantor.

     (h)  Conflict with Letter of Credit Documents.  In the event
of any conflict between this Agreement and any Letter of Credit
Document (including any letter of credit application), this
Agreement shall control.

     ARTICLE 3


                       GENERAL LOAN TERMS

     Section 3.1.   Notes; Repayment of Principal.

     (a)  The Borrower's obligations to pay the principal of, and
interest on, the Loans to each Lender shall be evidenced by the
records of the Agent and such Lender and by Notes payable to such
Lender.

     (b)  All outstanding principal amounts under the 364-Day
Loans and the Term Loans shall be due and payable in full on the
earlier of (i) the applicable Maturity Date or (ii) the date the
Loans are accelerated in accordance with the terms and conditions
of Article 8 of this Agreement.

     (c)  The Borrower shall repay the Tranche A Term Loans in
full on the Tranche A Term Loan Maturity Date and shall repay the
Tranche B Term Loans in full on the Tranche B Maturity Date. The
Borrower shall repay all Swing Line Advances in full on the Swing
Line Maturity Date.

     (d)  The Borrower shall make mandatory prepayments to the
Senior Note Holders and the Lenders in an amount equal to 100% of
the Net Proceeds of Stock or any offering by the Borrower of
Subordinated Debt (other than an offering which increases the
outstandings under the Borrower's Subordinated Loan Certificates,
or Subordinated Capital Certificates of Interest in existence
prior to the Closing Date and described on Schedule S-1 hereto).
Such prepayment shall be due immediately upon the receipt by the
Borrower of such net proceeds.  Any prepayment of the Tranche B
Term Loans shall be accompanied by the payment of a Make Whole
Premium with respect to the principal prepaid.

     (e)  The Borrower shall make additional mandatory
prepayments to the Senior Note Holders and the Lenders in amounts
equal to (i) 100% of the net proceeds from any sale or other
disposition by the Borrower of any inventory (other than sales of
inventory in the ordinary course), (ii) 100% of the net proceeds
from any sale or other disposition by the Borrower of any of its
Stock in AgraTech Seeds Inc., CF Holdings Inc., a cooperative
marketing association, or InTrade Inc., an international
cooperative marketing association, (iii) 50% of the net proceeds
of any sale or other disposition by the Borrower of any of the
SSC Securities, and (iv) 100% of the net proceeds from any other
sale or other disposition (other than sales of inventory in the
ordinary course of business), or series of related sales or
dispositions, by the Borrower of any assets not otherwise
referenced above in this Section 3.1(e), where the net proceeds
exceed $1,000,000, other than any sale of (A) the assets of the
Pork Division, or (B) the ADM Shares to the extent the net
proceeds from the sale of the ADM Shares are used to repay the
Rabobank Total Return Swap.  Each such prepayment of net proceeds
shall be due immediately upon the receipt by the Borrower of such
net proceeds.  Any amount due to the holders of the Tranche B
Term Loans hereunder shall be prorated between principal and the
Make Whole Premium with respect to the principal prepaid.

     (f)  Such mandatory prepayments pursuant to Section 3.1(d)
and (e) above shall be distributed to the Senior Note Holders and
the Lenders pro rata, based upon the principal outstanding under
their respective Senior Notes and Loans; provided, net proceeds
received from any sale described in clause (e) (ii) above shall
be paid solely to the Lenders if consented to by the Senior Note
Holders.  The mandatory prepayments required to the Lenders by
subsections (d) and (e) above shall be applied by the Borrower as
follows: (i) in connection with net proceeds arising from the
sale or other disposition of assets which are included in the
Borrowing Base, to repay 364-Day Loans in an amount necessary so
that the aggregate amount outstanding under such 364-Day Loans
does not exceed the Borrowing Base, (ii) in connection with net
proceeds arising from the sale or other disposition of assets
described in Section 3.1(e)(ii) above, upon the consent of the
requisite Senior Note Holders, to repay 364-Day Loans, and absent
such consent, to repay the Term Loans as set forth in Section
3.1(f)(iii), and (iii) in all other cases, first to repay the
outstanding Term Loans, pro rata based on the principal
outstanding under each such Term Loan, and then to the
outstanding 364-Day Loans.  Mandatory prepayments of principal of
the Term Loans required by subsections (d) and (e) and this
subsection (f) shall be allocated among the Term Loan Lenders pro
rata on the basis of the outstanding principal amount of Term
Loans held by each.

     (g)  If at any time:  (i) the sum of (x) the aggregate
principal amount of 364-Day Loans outstanding, plus (y) the
aggregate principal amount of Swing Line Advances outstanding,
plus (z) the Letter of Credit Obligations outstanding, exceeds
(ii) the Borrowing Base in effect at such time, then the Borrower
shall immediately pay to the Agent for the respective accounts of
the Lenders the amount of such excess.  Such payment shall be
applied to pay first, all amounts of interest and principal
outstanding on the 364-Day Loans.  In the event the Borrower is
required to pay any outstanding Eurodollar Borrowings by reason
of this Section prior to the end of the applicable Interest
Period therefor, the Borrower shall indemnify each Lender against
the losses, costs and expenses described in Section 3.15 incurred
by such Lender.

     (h)  The Borrower shall give written notice (a "Change of
Control Notice") to each Lender not less than 30, and not more
than 60 days, prior to the occurrence of any event which may
result in a Change of Control.  The Change of Control Notice
shall identify the event, the reason why such event may result in
a Change of Control and the Persons involved, and shall include
such financial and other information as is available to the
Borrower or which may be obtained by the Borrower with reasonable
effort that would be reasonably necessary for a Lender to make an
informed decision as to whether to elect to require prepayment of
its Notes under this subsection (h) and shall set forth the
proposed effective date for such Change of Control.  Any Lender,
by giving written notice to the Borrower of such election (an
"Election Notice") not later than 5 Business Days prior to the
effective date of such Change of Control, if the Change of
Control Notice is given at least 30 days prior to such effective
date, shall have the option (A) to require the Borrower to prepay
all, but not less than all, of its outstanding Loans, and (B) to
terminate all of its outstanding Commitments.  Once given, any
Election Notice may be revoked by notice given at any time up to
the last date an Election Notice could have been given with
respect to the Change of Control Notice.  If the proposed terms
of a Change of Control change substantially, or if any other
event which may result in a Change of Control has occurred, the
Borrower shall give each Lender a revised Change of Control
Notice and each Lender shall then have another opportunity to
elect to require prepayment of its Loans and termination of its
Commitments under this subsection (h) by delivering to the
Borrower a new Election Notice or to revoke, by written notice to
the Borrower, any prior Election Notice not later than 30 days
following the date such revised Change of Control Notice is
given.  The prepayment of an electing Lender's Loans and/or the
termination of its Commitments pursuant to this subsection (h)
shall occur on the later of (a) the effective date of such Change
of Control or (b) 5 Business Days following the date such
Lender's Election Notice if given.  If the Borrower fails to give
a Change of Control Notice and a Change of Control occurs, or
fails to give a proper Change of Control Notice as to a Change of
Control, without waiver of any right on the part of the Required
Holders to accelerate the Loans pursuant to Section 8.2, any
Lender may require the Borrower, on demand, to prepay all of such
Lender's Loans in accordance with this subsection (h).  Any
prepayment of the Tranche B Term Loans pursuant to this
subsection (h) shall be accompanied by the payment of a Make
Whole Premium with respect to the prepaid principal.

     Section 3.2    Amount Limitations.  Notwithstanding any
other term of this Agreement or any other Loan Document to the
contrary, at no time may:

     (a)  the aggregate amount of all outstanding Letter of
Credit Obligations, Swing Line Advances and 364-Day Loans exceed
the aggregate amount of the 364-Day Line of Credit Commitments;
or

     (b)  the aggregate amount of all outstanding Letter of
Credit Obligations, Swing Line Advances and 364-Day Loans exceed
the Borrowing Base in effect at such time.  If such aggregate
outstanding amount does exceed the Borrowing Base, the Borrower
shall immediately repay the 364-Day Loans and/or cash
collateralize the Letter of Credit Obligations by an aggregate
amount equal to such excess, together with all accrued but unpaid
interest on such excess amount and any amounts due under Section
3.15 of this Agreement.

     Section 3.3.   Reduction of Commitments.

     (a)  Upon at least three Business Days' prior written notice
to the Agent, the Borrower shall have the right, without premium
or penalty, to terminate the 364-Day Line of Credit Commitments,
in part or in whole, provided that (i) any such termination shall
apply to proportionately and permanently reduce the applicable
Commitments of each of the Lenders, (ii) any partial termination
pursuant to this Section 3.3 shall be in an amount of at least
$5,000,000 and integral multiples of $1,000,000 in excess
thereof, and (iii) no such reduction shall be permitted without
payment of all costs required to be paid hereunder with respect
to a prepayment.

     (b)  Any mandatory prepayment of the 364-Day Loans required
by Section 3.1(f)(iii) shall be accompanied by a permanent
reduction of the 364-Day Line of Credit Commitments in the amount
of such prepayment, with such reduction applying to
proportionately reduce the applicable Commitments of each of the
Lenders.

     (c)  If the 364-Day Loans, Swing Line Advances, and Letter
of Credit Obligations in the aggregate outstanding at any time
exceeds the amount of the 364-Day Line of Credit Commitments as
so reduced, the Borrower shall immediately repay the 364-Day
Loans by an amount equal to such excess, together with all
accrued but unpaid interest on such excess amount and any amounts
due under Section 3.15 of this Agreement.

     Section 3.4    Extension of 364-Day Loan Maturity Date.  At
any time prior to the date which is 75 days before any
anniversary of the Closing Date but not earlier than the day
which is 105 days before such date, the Borrower may request that
the Lenders extend the 364-Day Loan Maturity Date for an
additional 364 days by giving written notice to the Agent.
Within three Business Days from the Agent's receipt of such
notice from the Borrower, the Agent shall notify each Lender of
the requested extension.  Within 45 days after receipt of notice
from the Agent, each Lender shall notify the Agent of its
decision with respect to such extension (which decision is at the
option of the Lenders in their sole and absolute discretion);
provided that any failure by a Lender to give such notice shall
be deemed to constitute an election by such Lender not to extend
the 364-Day Loan Maturity Date.  Not less than 30 days prior to
the applicable anniversary of the Closing Date, the Agent shall
notify the Borrower of the decision of the Lenders with respect
to such extension.  If all of the Lenders agree to an extension
then the 364-Day Loan Maturity Date shall be extended by an
additional 364 days.  If fewer than all Lenders elect to extend
the 364-Day Loan Maturity Date, but Lenders holding at least 75%
of the 364-Day Line of Credit Commitments elect to extend the 364-
Day Loan Maturity Date, then the 364-Day Loan Maturity Date shall
be extended by an additional 364 days with respect to the 364-Day
Line of Credit Commitments held by the Lenders electing to
extend.  If Lenders holding less than 75% of the 364-Day Line of
Credit Commitments elect to extend the 364-Day Loan Maturity
Date, the 364-Day Loan Maturity Date shall not be extended and
the 364-Day Line of Credit Commitments shall expire on the 364-
Day Loan Maturity Date.  Notwithstanding anything to the contrary
contained in the foregoing part of this Section 3.4, the Lenders
shall have no obligation to extend the 364-Day Loan Maturity Date
and may extend the 364-Day Loan Maturity Date on such terms and
conditions as the Lenders shall, in their sole and absolute
discretion, determine.

     Section 3.5.   Interest Rates.  Each 364-Day Loan and
Tranche A Term Loan shall, at the option of the Borrower, be made
or continued as, or converted into, part of one or more
Borrowings that shall consist entirely of Base Rate Advances or
Eurodollar Advances.  The Tranche B Term Loans shall all bear
interest at the Fixed Rate.

     Section 3.6.   Funding Notices.

     (a)  Whenever the Borrower desires to make a Base Rate
Borrowing or a Eurodollar Borrowing under the 364-Day Line of
Credit Commitment (other than one resulting from a continuation
or conversion pursuant to Section 3.6(b)), it shall give the
Agent prior written notice (or telephonic notice promptly
confirmed in writing) of such Borrowing (a "Notice of
Borrowing"), such Notice of Borrowing to be given prior to 11:00
A.M. (New York, New York time) (x) on the Business Day of the
requested date of such Borrowing in the case of Base Rate
Advances, and (y) two Business Days prior to the requested date
of such Borrowing in the case of Eurodollar Advances.  Notices
received after 11:00 A.M. (New York, New York time) shall be
deemed received on the next Business Day.  Each Notice of
Borrowing shall be irrevocable, shall be substantially in the
form of Exhibit C attached to this Agreement, and shall specify
(A) the aggregate principal amount of the Borrowing, (B) the date
of Borrowing (which shall be a Business Day), and (C) whether the
Borrowing is to consist of Base Rate Advances or Eurodollar
Advances and, in the case of Eurodollar Advances, the Interest
Period to be applicable thereto.

     (b)  Whenever the Borrower desires to make a Swing Line
Borrowing, it shall give the Swing Line Bank notice, not later
than 11:00 A.M. (New York, New York time) on the date of the
proposed Swing Line Advance.  Each such notice of a proposed
Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall
be by telephone, confirmed immediately in writing, or telex or
telecopier, specifying therein the requested (i) date on which
such Swing Line Advances to be made and (ii) amount of such Swing
Line Advance.  The Swing Line Bank, upon fulfillment of the
applicable conditions set forth Section 4.02, will make the
amount thereof available, no later than 4:00 P.M. (New York, New
York time) on such Business Day, to the Borrower in same day
funds by crediting the account of the Borrower set forth in the
Notice of Swing Line Borrowing pursuant to which the Advance is
being made.  At any time the Swing Line Bank makes a Swing Line
Advance, each Lender (other than the Swing Line Bank) shall be
deemed, without further action by any Person, to have purchased
from the Swing Line Bank an unfunded participation in any such
Swing Line Advance in an amount equal to the amount of such Swing
Line Advance times such Lender's 364-Day Commitment Share (the
"Swing Line Participation") and shall be obligated to fund such
participation at such time and in the manner provided below.
Each such Lender's obligation to participate in, purchase and
fund such Swing Line Participation shall be absolute and
unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender or any other
Person may have against the Swing Line Bank or any other Person
for any reason whatsoever; (ii) the occurrence or continuance of
Default or an Event of Default or the termination of the
Commitments; (iii) any adverse change in the condition (financial
or otherwise) of the Borrower or any other Person; (iv) any
breach of this Agreement by the Borrower or any other Lender; or
(v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.  The Borrower
hereby consents to each such sale and assignment.  Each Lender
agrees to fund any outstanding Swing Line Participation on (i)
the Business Day of which demand therefor is made by the Swing
Line Bank; provided that such demand is made not later than 1:00
P.M. (New York, New York time) on such Business Day, or (ii) the
first Business Day next succeeding such demand is made after such
time.  Upon any such assignment by the Swing Line Bank to any
other Lender of a Swing Line Participation, the Swing Line Bank
represents and warrants to such other Lender that it is the legal
and beneficial owner of such interest being assigned by it, but
makes no other representation or warranty and assumes no
responsibility with respect to such Swing Line Advance or Swing
Line Participation, or the Loan Documents.  If and to the extent
that any Lender shall not have so made the amount of such Swing
Line Participation available to the Agent, such Lender agrees to
pay to the Agent forthwith on demand such amount together with
interest thereon, for each day from the date of the request by
the Swing Line Bank until the date such amount is paid to the
Agent, at the Federal Funds Rate.  If such Lender shall pay to
the Agent such amount for the account of the Swing Line Bank on
any Business Day, such amount so paid in respect of principal
shall constitute a 364-Day Loan made by such Lender on such
Business Day for purposes of the Agreement, and the outstanding
principal amount of the Swing Line Advance made by the Swing Line
Bank shall be reduced by such amount on such Business Day.

     (c)  At the end of an Interest Period, if the Borrower
desires to continue outstanding a Borrowing consisting of
Eurodollar Advances for a new Interest Period, it shall give the
Agent at least two Business Days' prior written notice of each
such Borrowing to be continued as Eurodollar Advances.  Such
notice (a "Notice of Continuation/Conversion") shall be given to
the Agent prior to 11:00 A.M. (New York, New York time) on the
date specified.  Each such Notice of Continuation/Conversion
shall be irrevocable, shall be in the form of Exhibit D attached
to this Agreement, and shall specify (i) the aggregate principal
amount of the Advances to be continued or converted, (ii) the
date of such continuation or conversion, (iii) the specific
Advances to be continued or converted, and (iv) the Interest
Period applicable thereto.  If, upon the expiration of any
Interest Period in respect of any Borrowing, the Borrower shall
have failed to deliver a Notice of Continuation/Conversion (or a
Notice of Continuation/Conversion was incomplete), then the
Borrower shall be deemed to have elected to convert such
Borrowing to a Borrowing consisting of Base Rate Advances.  So
long as any Default or Event of Default shall have occurred and
be continuing, no Borrowing may be continued as or converted to
(upon expiration of the current Interest Period) Eurodollar
Advances unless the Agent and each of the Lenders shall have
otherwise consented in writing.  If the Borrower has complied
with the terms of this subsection (b) then the Advances
identified in the Notice of Continuation/Conversion shall be
continued or converted at the applicable interest rate based on
LIBOR for the relevant Interest Period.

     (d)  The Borrower may at any time convert a Base Rate
Borrowing under the 364-Day Notes or the Tranche A Term Notes to
a Eurodollar Borrowing; provided, however, that the Borrower
shall give the Agent a Notice of Continuation/Conversion two
Business Days prior to such a conversion.  In each case such
Notice of Continuation/Conversion shall specify the Interest
Period selected by the Borrower for such Borrowing and the
specific Advances to be converted.

     (e)  Without in any way limiting the Borrower's obligation
to confirm in writing any telephonic notice, the Agent and the
Lenders may act without liability upon the basis of telephonic
notice believed by the Agent or any Lender in good faith to be
from the Borrower prior to receipt of written confirmation.  In
each such case, the Borrower hereby waives the right to dispute
the Agent's and the Lender's record of the terms of such
telephonic notice.

     (f)  The Agent shall promptly give each Lender notice by
telephone (confirmed in writing) or by telecopy or facsimile
transmission of the matters covered by the notices given to the
Agent pursuant to this Section 3.6.

     (g)  There shall not be at any one time more than eight (8)
Eurodollar Advances with different Interest Periods outstanding
under each of (i) the 364-Day Line of Credit Commitment or (ii)
the Tranche A Term Loan Commitment.

     (h)  Each Notice of Borrowing and Notice of Swing Line
Borrowing shall be irrevocable and binding on the Borrower and
the Borrower shall indemnify each Lender against any loss or
expense incurred by such Lender as a result of any failure to
fulfill on or before, as applicable, the date specified for such
Advance the applicable conditions set forth in Article IV,
including, without limitation, any loss (excluding loss of
anticipated profits) or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired
by such Lender (and the Agent in the case of Advances by the
Agent pursuant to Section 2.1(c)) to fund such Advance when such
Advance, as a result of such failure, is not made on such date.

     Section 3.7.   Disbursement of Funds.

     (a)  With respect to any Loan, no later than 1:00 P.M. (New
York, New York time) on the date of each Borrowing pursuant to
the Commitments (other than one resulting from a continuation or
conversion pursuant to Section 3.6(b) or (c)), each Lender will
make available its Pro Rata Share of the amount of such Borrowing
in respect of such Commitment in immediately available funds at
the Payment Office of the Agent.  The Agent will make available
to the Borrower the aggregate of the amounts (if any) so made
available by the Lenders to the Agent in a timely manner by
crediting such amounts to the Borrower's demand deposit account
maintained with the Agent or at the Borrower's option, by
effecting a wire transfer of such amounts to the Borrower's
account specified by the Borrower, by the close of business on
such Business Day.  In the event that the Lenders do not make
such amounts available to the Agent by the time prescribed above,
but such amount is received later that day, such amount may be
credited to the Borrower in the manner described in the preceding
sentence on the next Business Day (with interest on such amount
to begin accruing hereunder on such next Business Day).

     (b)  Unless the Agent shall have been notified by any Lender
prior to the date of a Borrowing that such Lender does not intend
to make available to the Agent such Lender's Pro Rata Share of
the Borrowing to be made on such date, the Agent may assume that
such Lender has made such amount available to the Agent on such
date and the Agent may make available to the Borrower a
corresponding amount.  If such corresponding amount is not in
fact made available to the Agent by such Lender on the date of
such Borrowing, the Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with
interest at the Federal Funds Rate.  If such Lender does not pay
such corresponding amount forthwith upon the Agent's demand
therefor, the Agent shall promptly notify the Borrower, and the
Borrower shall immediately pay such corresponding amount to the
Agent together with interest at the rate specified for the
Borrowing which includes such amount paid and any amounts due
under Section 3.15.  Nothing in this subsection shall be deemed
to relieve any Lender from its obligation to fund its Commitments
hereunder or to prejudice any rights which the Borrower may have
against any Lender as a result of any default by such Lender
hereunder.

     (c)  All Fixed Rate Borrowings, Base Rate Borrowings and
Eurodollar Borrowings under the Commitments shall be loaned by
the Lenders on the basis of their Pro Rata Share of the relevant
Commitments.  No Lender shall be responsible for any default by
any other Lender in its obligations hereunder, and each Lender
shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to fund
its Commitment hereunder.

     Section 3.8.   Interest.

     (a)  The Borrower agrees to pay interest in respect of all
unpaid principal amounts of the Loans from the respective dates
such principal amounts were advanced to maturity (whether by
acceleration, notice of prepayment or otherwise) at rates per
annum (on the basis of a 360-day year) equal to the applicable
rates indicated below:

          (i)  For Base Rate Advances, at the Base Rate in effect
from time to time plus 1.50% per annum;

          (ii) For Eurodollar Advances, at LIBOR plus the
Applicable Margin during the applicable Interest Period; and

          (iii)     For advances under the Tranche B Term Notes,
at the Fixed Rate.

     (b)  Overdue principal and, to the extent not prohibited by
applicable law, overdue interest, in respect of any Loans and all
other overdue amounts owing hereunder, shall bear interest from
each date that such amounts are overdue:

          (i)  in the case of overdue principal and interest with
respect to all Loans outstanding as Eurodollar Advances, at the
rate otherwise applicable for the then-current Interest Period
plus an additional two percent (2.0%) per annum; thereafter at
the rate in effect for Base Rate Advances plus an additional two
percent (2.0%) per annum; and

          (ii) in the case of overdue principal and interest with
respect to all other Loans outstanding as Base Rate Advances or
advances under the Tranche B Term Notes, and all other
obligations hereunder, at a rate equal to the applicable Base
Rate or Fixed Rate, as the case may be, plus an additional two
percent (2.0%) per annum;

provided that no Loan shall bear interest after maturity (whether
by non-payment at scheduled due date, acceleration, notice of
prepayment or otherwise) at a rate per annum less than two
percent (2.0%) per annum in excess of the rate of interest
applicable thereto at maturity.

     (c)  Interest on each Loan shall accrue from and including
the date of such Loan to but excluding the date of any repayment
thereof; provided that, if a Loan is repaid on the same day made,
one day's interest shall be paid on such Loan.  Interest on all
outstanding Base Rate Advances and all advances under the Tranche
B Term Notes shall be payable quarterly in arrears on the last
calendar day of each calendar quarter in each year.  Interest on
all outstanding Eurodollar Advances shall be payable on the last
day of each Interest Period applicable thereto, and, in the case
of any Interest Period in excess of three months, on each day
which occurs every 3 months after the initial date of such
Interest Period.  Interest on all Loans shall be payable on any
conversion of any Advances comprising such Loans into Advances of
another Type, prepayment (on the amount prepaid), at maturity
(whether by acceleration, notice of prepayment or otherwise) and,
after maturity, on demand.

     (d)  The Agent, upon determining LIBOR for any Interest
Period, shall promptly notify the Borrower and the other Lenders.
Any such determination shall, absent manifest error, be final,
conclusive and binding for all purposes.

     Section 3.9.   Fees.

     (a)  The Borrower shall pay to the Agent for its own account
a fee separately agreed between the Borrower and the Agent and
such other fees required by the Fee Letter.

     (b)  The Borrower shall pay to the Agent in arrears on the
last day of each fiscal quarter, for the account of and for
distribution in accordance with the respective Pro Rata Share of
each Lender, a Commitment Fee with respect to the 364-Day Line of
Credit Commitment, in an amount equal to (i) the difference
between the 364-Day Line of Credit Commitment in effect on the
first day of the fiscal quarter and the average daily principal
balance of 364-Day Loans and Letters of Credit outstanding under
the 364-Day Line of Credit Commitment during the fiscal quarter,
times (ii) the Applicable Margin.

     (c)  The Borrower shall pay to the Agent in arrears on the
last day of each fiscal quarter, for the account of and for
distribution in accordance with the respective 364-Day Commitment
Share of each Lender, a fee (the "Letter of Credit Fee") in an
amount equal to (i) the Applicable Margin in effect for 364-Day
Loans as of the last day of such fiscal quarter, multiplied by
(ii) the average daily maximum amount available to be drawn under
Letters of Credit during such fiscal quarter (assuming compliance
at such time with all conditions to drawing).

     (d)  The Borrower shall pay to the L/C Issuer for its own
account (i) such fronting and negotiation fees as may be mutually
agreed upon by the L/C Issuer and the Borrower from time to time,
and (ii) customary charges of the L/C Issuer with respect to the
issuance, amendment, transfer, administration, cancellation and
conversion of, and drawings under, such Letters of Credit.

     Section 3.10.  Voluntary Prepayments of Loans.

     (a)  The Borrower may, at its option, prepay 364-Day Loans
or Tranche A Term Loans in whole or in part, in amounts
aggregating $1,000,000 or any greater amount in integral
multiples of $100,000.  Those Loans may be prepaid by paying the
principal amount to-be prepaid, together with interest accrued
and unpaid thereon to the date of prepayment, and all
compensation payments pursuant to Section 3.15 if such prepayment
is made on a date other than the last day of an Interest Period
applicable thereto.  Each such optional prepayment shall be
applied in accordance with Section 3.10(e) below.

     (b)  The Borrower shall give written notice to the Agent of
any intended prepayment of the 364-Day Loans or Tranche A Term
Loans (i) not less than one Business Day prior to any prepayment
of Base Rate Advances, and (ii) not less than three Business Days
prior to any prepayment of Eurodollar Advances.  Such notice,
once given, shall be irrevocable.  Upon receipt of such notice of
prepayment pursuant to the first sentence of this paragraph (b),
the Agent shall promptly notify each Lender of the contents of
such notice and of such Lender's share of such prepayment.

     (c)  The Borrower may, at its option, prepay Tranche B Term
Loans in whole or in part, in amounts aggregating $5,000,000 (or
any greater amount in integral multiples of $100,000), on any
quarterly interest payment date by paying the principal amount to
be prepaid, together with interest accrued and unpaid thereon to
the date of prepayment.  Any such prepayment shall be accompanied
by the payment of a Make Whole Premium with respect to the
principal prepaid.  Any prepayment of the Tranche B Term Loans
shall be allocated among the Tranche B Lenders in proportion to
respective outstanding principal amounts of the Tranche B Loans
held by them.  All voluntary prepayments of Tranche B Term Loans
shall be applied first to the payment of unpaid interest and
other charges or fees, then to the Make Whole Premium and then to
the unpaid principal.

     (d)  The Borrower shall give written notice to the Agent of
any intended prepayment of the Tranche B Term Loans not less than
thirty nor more than sixty Business Days prior to any prepayment,
including the Borrower's estimate of the Make Whole Premium due
in respect of such prepayment.  Such notice, once given, shall be
irrevocable.  Upon receipt of such notice of prepayment pursuant
to the first sentence of this paragraph (d), the Agent shall
promptly notify each Lender of the contents of such notice and of
such Lender's share of such prepayment.

     (e)  The Borrower, when providing notice of prepayment
pursuant to Section 3.10(b) shall designate the specific
Borrowing or Borrowings which are to be prepaid, provided that
(i) if any prepayment of Eurodollar Advances made pursuant to a
single Borrowing of the 364-Day Loans shall reduce the
outstanding Advances made pursuant to such Borrowing to an amount
less than $1,000,000, such Borrowing shall immediately be
converted into Base Rate Advances; and (ii) each prepayment made
pursuant to a single Borrowing shall be applied pro rata among
the Loans comprising such Borrowing.  All voluntary prepayments
shall be applied to the payment of any unpaid interest and other
charges or fees before application to principal.

     (f)  Notwithstanding any other provision of this Agreement,
if, during any period after the termination under Section
8.2(a)(i) of the Lenders' obligations to the Borrower to extend
Loans but prior to the acceleration under Section 8.2(a)(ii) of
the maturity of the Borrower's obligations under the Notes, the
Lenders receive from the Borrower any amount for application to
the 364-Day Notes, such amount shall be deemed a payment by the
Borrower to the Senior Noteholders and the Lenders pro rata,
based upon the principal outstanding under the Senior Notes and
the Loans, and the Lenders receiving such payments shall pay over
to the Senior Noteholders and the other Lenders their pro rata
share of such amount within five Business Days of receipt.

     Section 3.11.  Payments, etc.

     (a)  Except as otherwise specifically provided herein, all
payments under this Agreement and the other Loan Documents shall
be made without defense, set-off or counterclaim to the Agent,
not later than 1:00 P.M. (New York, New York time) on the date
when due and shall be made in Dollars in immediately available
funds at the Agent's Payment Office.

     (b)  (1)  All such payments shall be made free and clear of
and without deduction or withholding for any Taxes in respect of
this Agreement, the Notes or other Loan Documents, or any
payments of principal, interest, fees or other amounts payable
hereunder or thereunder (but excluding any Taxes imposed on the
overall net income of the Lenders pursuant to the laws of the
jurisdiction in which the principal executive office or
appropriate Lending Office of such Lender is located).  If any
Taxes are so levied or imposed, the Borrower agrees (A) to pay
the full amount of such Taxes, and such additional amounts as may
be necessary so that every net payment of all amounts due
hereunder and under the Notes and other Loan Documents, after
withholding or deduction for or on account of any such Taxes
(including additional sums payable under this Agreement), will
not be less than the full amount provided for herein had no such
deduction or withholding been required, (B) to make such
withholding or deduction and (C) to pay the full amount deducted
to the relevant authority in accordance with applicable law.  The
Borrower will furnish to the Agent and each Lender, within 30
days after the date the payment of any Taxes is due pursuant to
applicable law, certified copies of tax receipts evidencing such
payment by the Borrower.  The Borrower will indemnify and hold
harmless the Agent and each Lender and reimburse the Agent and
each Lender upon written request for the amount of any Taxes so
levied or imposed and paid by the Agent or the Lender and any
liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes were
correctly or illegally asserted.  A certificate as to the amount
of such payment by such Lender or the Agent, absent manifest
error, shall be final, conclusive and binding for all purposes.

          (i)  Each Lender that is organized under the laws of
any jurisdiction other than the United States of America or any
State thereof (including the District of Columbia) agrees to
furnish to the Borrower and the Agent, prior to the time it
becomes a Lender hereunder, two copies of either U.S. Internal
Revenue Service Form W-8BEN or Form W-8ECI or any successor forms
thereto (wherein such Lender claims entitlement to complete
exemption from or reduced rate of U.S. Federal withholding tax on
interest paid by the Borrower hereunder) and to provide to the
Borrower and the Agent a new Form W-8BEN or Form W-8ECI or any
successor forms thereto if any previously delivered form is found
to be incomplete or incorrect in any material respect or upon the
obsolescence of any previously delivered form; provided, however,
that no Lender shall be required to furnish a form under this
paragraph (ii) if it is not entitled to claim an exemption from
or a reduced rate of withholding under applicable law.  A Lender
that is not entitled to claim an exemption from or a reduced rate
of withholding under applicable law, promptly upon written
request of the Borrower, shall so inform the Borrower in writing.

     (c)  Whenever any payment to be made hereunder or under any
Note shall be stated to be due on a day which is not a Business
Day, the due date thereof shall, except as set forth in the
definition of Interest Period, be extended to the next succeeding
Business Day and, with respect to payments of principal, interest
thereon shall be payable at the applicable rate during such
extension.

     (d)  On 364-Day Loans and Tranche A Term Loans, all
computations of interest and fees (including the Commitment Fee
and the Letter of Credit Fee) shall be made on the basis of a
year of 360 days for the actual number of days; on all Tranche B
Term Loans, all computations of interest and fees shall be made
on the basis of a year of 360 days consisting of twelve 30 day
months.  Interest on Base Rate Advances shall be calculated based
on the Base Rate from and including the date of such Loan to but
excluding the date of the repayment or conversion thereof.
Interest on Eurodollar Advances shall be calculated as to each
Interest Period from and including the first day thereof to but
excluding the last day thereof.  Each determination by the Agent
of an interest rate or fee hereunder shall be made in good faith
and, except for manifest error, shall be final, conclusive and
binding for all purposes.

     (e)  Payment by the Borrower to the Agent in accordance with
the terms of this Agreement shall, as to the Borrower, constitute
payment to the Lenders under this Agreement.

     Section 3.12.  Interest Rate Not Ascertainable, etc.  In the
event that the Agent, in the case of LIBOR, shall have determined
(which determination shall be made in good faith and, absent
manifest error, shall be final, conclusive and binding upon all
parties) that on any date for determining LIBOR for any Interest
Period, by reason of any changes arising after the date of this
Agreement affecting the London interbank market, or the Agent's
position in such markets, adequate and fair means do not exist
for ascertaining the applicable interest rate on the basis
provided for in the definition of LIBOR then, and in any such
event, the Agent shall forthwith give notice to the Borrower and
to the Lenders of such determination and a summary of the basis
for such determination.  Until the Agent notifies the Borrower
that the circumstances giving rise to the suspension described
herein no longer exist, the obligations of the Lenders to make or
permit portions of the Loans to remain outstanding past the last
day of the then current Interest Periods as Eurodollar Advances,
as the case may be, shall be suspended, and such affected
Advances shall bear the same interest as Base Rate Advances.

     Section 3.13.  Illegality.

     (a)  In the event that any Lender shall have determined
(which determination shall be made in good faith and, absent
manifest error, shall be final, conclusive and binding upon all
parties) at any time that the making or continuance of any
Eurodollar Advance has become unlawful by compliance by such
Lender in good faith with any applicable law, governmental rule,
regulation, guideline or order (whether or not having the force
of law and whether or not failure to comply therewith would be
unlawful), then, in any such event, the Lender shall give prompt
notice (by telephone confirmed in writing) to the Borrower and to
the Agent of such determination and a summary of the basis for
such determination (which notice the Agent shall promptly
transmit to the other Lenders).

     (b)  Upon the giving of the notice to the Borrower referred
to in subsection (a) above, (i) the Borrower's right to request
and such Lender's obligation to make Eurodollar Advances as the
case may be, shall be immediately suspended, and such Lender
shall make an Advance as part of the requested Borrowing of
Eurodollar Advances as the case may be, as a Base Rate Advance,
which Base Rate Advance shall, for all other purposes, be
considered part of such Borrowing, and (ii) if any affected
Eurodollar Advances are then outstanding, the Borrower shall
immediately, or if permitted by applicable law, no later than the
date permitted thereby, upon at least one Business Day's written
notice to the Agent and the affected Lender, convert each such
Advance into a Base Rate Advance, provided that if more than one
Lender is affected at any time, then all affected Lenders must be
treated the same pursuant to this Section 3.13(b).

     Section 3.14.  Increased Costs.

     (a)  If, by reason of (x) after the date hereof, the
introduction of or any change (including, without limitation, any
change by way of imposition or increase of reserve requirements)
in or in the interpretation of any law or regulation, or (y) the
compliance with any guideline or request from any central bank or
other governmental authority or quasi-governmental authority
exercising control over banks or financial institutions generally
(whether or not having the force of law):

          (i)  any Lender (or its applicable lending office)
shall be subject to any tax, duty or other charge with respect to
its Eurodollar Advance or its obligation to make Eurodollar
Advances or its agreeing to issue, maintain or participate in
Letters of Credit, or the basis of taxation of payments to any
Lender of the principal of or interest or fees on its Eurodollar
Advances or Letters of Credit or its obligation to make
Eurodollar Advances or issue, maintain or participate in Letters
of Credit shall have changed (except for changes in the tax on
the overall net income of such Lender or its applicable lending
office imposed by the jurisdiction in which such Lender's
principal executive office or applicable lending office is
located); or

          (ii) any reserve (including, without limitation, any
imposed by the Board of Governors of the Federal Reserve System),
special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any
Lender's applicable lending office shall be imposed or deemed
applicable or any other condition affecting its Eurodollar
Advances or its obligation to make Eurodollar Advances or issue,
maintain or participate in  Letters of Credit shall be imposed on
any Lender or its applicable lending office or the London
interbank market;

and as a result thereof there shall be any increase in the cost
to such Lender of agreeing to make or making, funding or
maintaining Eurodollar Advances (except to the extent already
included in the determination of the applicable LIBOR for
Eurodollar Advances) or its agreeing to issue, maintain or
participate in Letters of Credit, or there shall be a reduction
in the amount received or receivable by such Lender or its
applicable lending office, then the Borrower shall from time to
time (subject, in the case of certain Taxes, to the applicable
provisions of Section 3.11(b)), upon written notice from and
demand by such Lender on the Borrower (with a copy of such notice
and demand to the Agent), pay to the Agent for the account of
such Lender within five Business Days after the date of such
notice and demand, additional amounts sufficient to indemnify
such Lender against such increased cost.  A certificate as to the
amount of such increased cost, submitted to the Borrower and the
Agent by such Lender in good faith and accompanied by a statement
prepared by such Lender describing in reasonable detail the basis
for and calculation of such increased cost, shall, except for
manifest error, be final, conclusive and binding for all
purposes.

     (b)  If any Lender shall advise the Agent that at any time,
because of the circumstances described in clauses (x) or (y) in
Section 3.14(a) or any other circumstances beyond such Lender's
reasonable control arising after the date of this Agreement
affecting such Lender or the London interbank market or such
Lender's position in such market, the LIBOR, as determined by the
Agent, will not adequately and fairly reflect the cost to such
Lender of funding its Eurodollar Advances then, and in any such
event:

          (i)  the Agent shall forthwith give notice to the
Borrower and to the other Lenders of such advice;

          (ii) the Borrower's right to request and such Lender's
obligation to make or permit portions of the Loans to remain
outstanding past the last day of the then current Interest
Periods as Eurodollar Advances shall be immediately suspended;
and

          (iii)     such Lender shall make a Loan as part of the
requested Borrowing of Eurodollar Advances as a Base Rate
Advance, which such Base Rate Advance shall, for all other
purposes, be considered part of such Borrowing.

     Section 3.15.  Funding Losses.  The Borrower shall
compensate each Lender, upon its written request to the Borrower
(which request shall set forth the basis for requesting such
amounts in reasonable detail and which request shall be made in
good faith and, absent manifest error, shall be final, conclusive
and binding upon all of the parties hereto), for all losses,
expenses and liabilities (including, without limitation, any
interest paid by such Lender to lenders of funds borrowed by it
to make or carry its Eurodollar Advances, in either case to the
extent not recovered by such Lender in connection with the re-
employment of such funds and including loss of anticipated
profits), which the Lender may sustain:  (a) if for any reason
(other than a default by such Lender) a borrowing of, or
conversion to or continuation of, Eurodollar Advances to the
Borrower does not occur on the date specified therefor in a
Notice of Borrowing or Notice of Conversion/Continuation (whether
or not withdrawn), (b) if any repayment (including mandatory
prepayments and any conversions) of any Eurodollar Advances to
the Borrower occurs on a date which is not the last day of an
Interest Period applicable thereto, or (c), if, for any reason,
the Borrower defaults in its obligation to repay its Eurodollar
Advances when required by the terms of this Agreement.

     Section 3.16.  Assumptions Concerning Funding of Eurodollar
Advances.  Calculation of all amounts payable to a Lender under
this Article 3 shall be made as though that Lender had actually
funded its relevant Eurodollar Advances through the purchase of
deposits in the relevant market bearing interest at the rate
applicable to such Eurodollar Advances in an amount equal to the
amount of the Eurodollar Advances and having a maturity
comparable to the relevant Interest Period and through the
transfer of such Eurodollar Advances from an offshore office of
that Lender to a domestic office of that Lender in the United
States of America; provided however, that each Lender may fund
each of its Eurodollar Advances in any manner it sees fit
(including without limitation through the London interbank
market, the secondary certificates of deposit market and bankers
acceptances) and the foregoing assumption shall be used only for
calculation of amounts payable under this Article 3.

     Section 3.17.  Apportionment of Payments.  Aggregate
principal and interest payments in respect of Loans and payments
in respect of the Commitment Fee and the Letter of Credit Fee
shall be apportioned among all outstanding Commitments and Loans
to which such payments relate, proportionately to the Lenders'
respective pro rata portions of such Commitments and outstanding
Loans.  The Agent shall promptly distribute to each Lender at its
payment office set forth beside its name on the appropriate
signature page hereof, or in the case of the Tranche B Term
Lenders, as set forth in Annex 1, or such other address as any
Lender may request its share of all such payments received by the
Agent.

     Section 3.18.  Sharing of Payments, etc.  Subject to the
provisions of Section 3.17, if any Lender shall obtain any
payment or reduction (including, without limitation, any amounts
received as adequate protection of a deposit treated as cash
collateral under the Bankruptcy Code, but excluding any amounts
paid to any Lender pursuant to the provisions of Section 3.15 or
Section 3.19) of any amount due under the Notes or under this
Agreement (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) other than through a
distribution by the Agent or the Collateral Agent under the
Intercreditor Agreement or the Security Agreement, such Lender
shall forthwith deliver such funds to the Agent for distribution
ratably to the Lenders in accordance with the terms of this
Agreement; provided that if all or any portion of such excess
payment or reduction is thereafter recovered from such Lender or
additional costs are incurred, the funds shall be returned to
such Lender by the Lenders to the extent of such recovery or such
additional costs, but without interest unless such Lender
obligated to return such funds is required to pay interest on
such funds.

     Section 3.19.  Capital Adequacy.  Without limiting any other
provision of this Agreement, in the event that any Lender shall
have determined that any law, treaty, governmental (or quasi-
governmental) rule, regulation, guideline or order regarding
capital adequacy not currently in effect or fully applicable as
of the Closing Date, or any change therein or in the
interpretation or application thereof after the Closing Date, or
compliance by such Lender with any request or directive regarding
capital adequacy not currently in effect or fully applicable as
of the Closing Date (whether or not having the force of law and
whether or not failure to comply therewith would be unlawful)
from a central bank or governmental authority or body having
jurisdiction, does or shall have the effect of reducing the rate
of return on such Lender's capital as a consequence of its
obligations hereunder to a level below that which such Lender
could have achieved but for such law, treaty, rule, regulation,
guideline or order, or such change or compliance (taking into
consideration such Lender's policies with respect to capital
adequacy) by an amount deemed by such Lender to be material, then
within 10 Business Days after written notice and demand by such
Lender (with copies thereof to the Agent), the Borrower shall
from time to time pay to such Lender additional amounts
sufficient to compensate such Lender for such reduction (but, in
the case of outstanding Base Rate Advances, without duplication
of any amounts already recovered by such Lender by reason of an
adjustment in the applicable Base Rate).  Each certificate as to
the amount payable under this Section 3.19 (which certificate
shall set forth the basis for requesting such amounts in
reasonable detail), submitted to the Borrower by any Lender in
good faith, shall, absent manifest error, be final, conclusive
and binding for all purposes.

     Section 3.20.  Use of Proceeds.  The Borrower shall use the
proceeds of all Loans only (a) to refinance Indebtedness
outstanding under existing revolving credit and lines of credit
facilities, (b) to fund capital expenditures and working capital
needs, and (c) for other general corporate purposes not
prohibited hereunder; provided, however, on the Closing Date, the
proceeds of the 364-Day Loans shall be used to refinance all 364-
Day Loans outstanding under the Existing Credit Agreement and the
proceeds of the Tranche A Term Loan shall be used to refinance
the Tranche A Term Loan outstanding under the Existing Credit
Agreement.

     Section 3.21.  Collateral.  The repayment of all amounts due
from time to time from the Borrower or any Subsidiary to the
Agent or any of the Lenders under this Agreement shall be secured
by (a) the collateral granted to the Collateral Agent under the
Security Agreement, (b) the ADM Shares, upon the delivery to the
Collateral Agent of such Shares and the Pledge Agreement pursuant
to Section 6.15, and (c) the collateral granted to the Collateral
Agent pursuant to the Real Property Mortgages (all of the
foregoing is collectively referred to as the "Collateral").

                            ARTICLE 4

          CONDITIONS TO CLOSING AND EXTENSIONS OF LOANS

     Section 4.1.   Conditions Precedent to Initial Loans and
Letters of Credit.  At the time of making of the initial Loans
and issuance of the Letters of Credit, if any, hereunder on the
Closing Date, the following conditions shall have been satisfied
in a manner satisfactory to the Agent and the Lenders:

     (a)  Opinion of the Borrower's Counsel.  The Borrower shall
have delivered to the Lenders, at the Borrower's expense, a
favorable written opinion from (i) Messrs.  Alston & Bird LLP,
special counsel for the Borrower, dated as of and delivered on
the date of execution of this Agreement, satisfactory to the
Agent and substantially in the form of Exhibit E attached hereto,
and (ii) J.  David Dyson, Esq., General Counsel, Vice President,
and Secretary of the Borrower, dated as of and delivered on the
date of execution of this Agreement, satisfactory to the Agent
and substantially in the form of Exhibit F attached hereto;

     (b)  No Defaults.  The Borrower shall be in full compliance
with all the terms and conditions of this Agreement, and no
Default or Event of Default shall have occurred, and the Borrower
shall have delivered to the Lenders a certificate from an
authorized officer of the Borrower certifying such matters as the
Lenders shall reasonably request;

     (c)  Accuracy of Representations and Warranties.  The
representations and warranties set forth herein shall be true and
correct, and the Borrower shall have delivered to the Lenders a
certificate from an authorized officer of the Borrower certifying
such matters related to the representations and warranties as the
Lenders shall reasonably request;

     (d)  Corporate Action and Authority; Incumbency Certificate.
The Borrower and each Subsidiary shall have delivered to the
Lenders (i) a copy of its organizational papers, certified as
true and correct by the Secretary of State of the state of its
incorporation, (ii) certificates from the Secretaries of State of
those states in which it is legally required to qualify to
transact business as a foreign corporation, certifying its good
standing as a corporation in such states, and (iii) a copy of its
bylaws and the resolutions passed by its Board of Directors
authorizing its execution and delivery of and the performance of
the obligations under the Loan Documents to which it is a party,
each certified by its Secretary or Assistant Secretary, on behalf
of and under its seal, to be true and correct.  The Borrower and
each Subsidiary shall have delivered to the Lenders a
certificate, dated as of and delivered on the date of the
execution of this Agreement and signed on behalf of and under its
seal by its Secretary or Assistant Secretary, certifying the
names of its officers authorized to execute and deliver the Loan
Documents on its behalf and, as to the Borrower, to request
Borrowings under this Agreement, together with the original, not
photocopied, signatures of such officers;

     (e)  Delivery of Agreement.  The Borrower shall have
executed and delivered to the Lenders this Agreement;

     (f)  Delivery of Borrowing Base Certificate.  The Borrower
shall have executed and delivered to the Lenders a Borrowing Base
Certificate, dated as of the Closing Date;

     (g)  Delivery of Subsidiary Guaranty.  Each Subsidiary of
the Borrower shall have executed and delivered to the Lenders the
Subsidiary Guaranty, dated as of the Closing Date;

     (h)  Delivery of Contribution Agreement.  The Borrower and
each Subsidiary of the Borrower shall have executed and delivered
to the Lenders the Contribution Agreement;

     (i)  Insurance Summary.  The Borrower shall have delivered
to the Agent a certificate of insurance in a form satisfactory to
the Lenders which provides a listing of all the Borrower's
insurance policies and the amount of coverage provided thereby;

     (j)  Proceedings.  All corporate and other proceedings taken
or to be taken in connection with the transactions contemplated
hereby and all Loan Documents and other documents incident
thereto shall be satisfactory in form and substance to the
Lenders, and the Lenders shall have received all such counterpart
originals or certified or other copies of such documents as the
Lenders may reasonably request;

     (k)  Agent's Fees.  The Agent shall have received the fees
required to be paid on the Closing Date pursuant to the Fee
Letter;

     (l)  Collateral Documents.  The Borrower and each
Subsidiary, as appropriate, shall have executed and delivered to
the Agent the Collateral Documents and such financing statements
or other instruments as may be, in the sole judgment of the
Agent, necessary to perfect the security interest of the Lenders
in the collateral described therein;

     (m)  Intercreditor Agreement.  The Borrower and all Secured
Parties (as defined in the Security Agreement) under the Security
Agreement shall have executed and delivered the Intercreditor
Agreement, in form and substance satisfactory to the Lenders;

     (n)  Mortgagee's Insurance, Mortgage Modifications, Etc.
The Borrower shall have delivered to the Agent a "date-down
certificate" for each ALTA mortgagee's Policy of Title Insurance
previously delivered in favor of the Agent in connection with the
Real Property Mortgages delivered pursuant to the Existing Credit
Agreement, together with a modification agreement for each such
Real Property Mortgage, in each case in form and substance
acceptable to the Agent;

     (o)  Senior Notes. The Borrower shall have delivered to the
Agent amendments to the documents governing the Senior Notes, in
form and substance acceptable to the Agent; and

     (p)  Other Matters.  The Borrower shall have delivered to
the Agent such other certificates, reports, agreements, documents
or other materials as the Lenders shall reasonably request.

     Section 4.2.   Conditions to all Loans and Letters of
Credit.  At the time of the making of all Loans and issuance of
all Letters of Credit (before as well as after giving effect to
such Loans and Letters of Credit and to the proposed use of the
proceeds thereof), the following conditions shall have been
satisfied or shall exist:

     (a)  there shall exist no Default or Event of Default;

     (b)  all representations and warranties by the Borrower
contained herein shall be true and correct with the same effect
as though such representations and warranties had been made on
and as of the date of such Loans or issuance of such Letter of
Credit;

     (c)  since the date of the most recent financial statements
described in Section 6.1, there shall have been no change which
has had or could reasonably be expected to have a Material
Adverse Effect;

     (d)  the Loans to be made and the use of proceeds thereof,
or the Letters of Credit to be issued,  shall not contravene,
violate or conflict with, or involve the Agent or any Lender in a
violation of, any law, rule, injunction, or regulation, or
determination of any court of law or other governmental authority
applicable to the Borrower; and

     (e)  the Agent shall have received such other documents or
legal opinions as the Agent or any Lender may reasonably request,
all in form and substance reasonably satisfactory to the Agent.

     Each request for a Borrowing and the acceptance by the
Borrower of the proceeds thereof and each Notice of Request for a
Letter of Credit shall constitute a representation and warranty
by the Borrower, as of the date of the Loans comprising such
Borrowing, or the date of the issuance of Letter of Credit
subject to such request, that the applicable conditions specified
in Sections 4.1 and 4.2 have been satisfied.

                            ARTICLE 5

                 REPRESENTATIONS AND WARRANTIES

     The Borrower represents, warrants and covenants to the
Agent, L/C Issuer and Lenders that:

     Section 5.1.   Organization and Qualification.  The Borrower
is an agricultural membership cooperative duly incorporated and
existing in good standing under the Cooperative Marketing Act of
the State of Georgia, each Subsidiary is duly incorporated and
existing in good standing under the law of the jurisdiction in
which it is incorporated, the Borrower and each of its
Subsidiaries have the corporate power to own their respective
properties and to carry on their respective businesses as now
being conducted, and the Borrower and each of its Subsidiaries is
duly qualified as a foreign corporation to do business and in
good standing in every jurisdiction in which the nature of its
business conducted or property owned by it legally requires such
qualification, except to the extent failure to so qualify could
not result in a Material Adverse Effect on the Borrower and the
Subsidiaries.

     Section 5.2.   Financial Statements.  The Borrower has
furnished the Lenders with audited consolidated balance sheets of
the Borrower and its Subsidiaries as at July 1, 2001, and audited
consolidated statements of income and cash flow of the Borrower
and its Subsidiaries for such year.  Such financial statements
(including any related schedules and/or notes) are true and
correct in all material respects, have been prepared in
accordance with GAAP consistently followed throughout the period
involved and show all liabilities, direct and contingent, of the
Borrower and its Subsidiaries required to be shown in accordance
with such principles.  The balance sheets fairly present the
condition of the Borrower and its Subsidiaries as at the dates
thereof, and the statements of income and cash flow fairly
present the results of the operations of the Borrower and its
Subsidiaries for the periods indicated.  There has been no
Material Adverse Effect to the business, condition or operations
(financial or otherwise) of the Borrower and its Subsidiaries
taken as a whole since July 1, 2001, other than the losses
reflected in the financial statements delivered pursuant to
Section 6.1(a).

     Section 5.3.   Taxes.  The Borrower has and each of its
Subsidiaries has filed all federal, state and other income tax
returns which, to the best knowledge of the officers of the
Borrower, are required to be filed, and each has paid all taxes
as shown on said returns and all assessments received by it to
the extent that such taxes have become due or except such as are
being contested in good faith by appropriate proceedings for
which adequate reserves have been established in accordance with
GAAP.  As of the Closing Date, there is no audit of any federal,
state or other income tax returns of the Borrower and its
Subsidiaries being conducted or pending.

     Section 5.4.   Actions Pending.  Except as specified in
Schedule 5.4, there is no action, suit, investigation or
proceeding pending or, to the knowledge of the Borrower after due
inquiry, threatened against the Borrower or any of its
Subsidiaries or any properties or rights of the Borrower or any
of its Subsidiaries, by or before any court, arbitrator or
administrative or governmental body, which might result in a
Material Adverse Effect.

     Section 5.5.   Title to Properties.  The Borrower has and
each of its Subsidiaries has good and marketable title to its
respective real properties (other than properties which it
leases) and good title to all of its other respective properties
and assets, including the properties and assets reflected in the
balance sheet as at July 1, 2001 hereinabove described (other
than properties and assets disposed of in the ordinary course of
business), subject to no Lien of any kind except Liens permitted
by Section 7.3.  Each of the Borrower and its Subsidiaries enjoys
peaceful and undisturbed possession under all leases necessary in
any material respect for the operation of its respective
properties and assets, none of which contains any unusual or
burdensome provisions which might have a Material Adverse Effect
on the operation of such properties and assets.  All such leases
are valid and subsisting and in full force and effect.

     Section 5.6.   Regulation U, Etc.  Except as disclosed on
Schedule 5.6 attached hereto, neither the Borrower nor any
Subsidiary owns or has any present intention of acquiring any
"margin stock" as defined in Regulation U (12 CFR Part 221) of
the Board of Governors of the Federal Reserve System (herein
called "margin stock").  Each Borrowing will be used solely for
the purposes specified in Section 3.20 of this Agreement.  None
of such proceeds will be used, directly or indirectly, for the
purpose of purchasing or carrying any margin stock or for the
purpose of reducing or retiring any indebtedness which was
originally incurred to purchase or carry any margin stock or for
any other purpose which might constitute this transaction a
"purpose credit" within the meaning of such Regulation U.
Neither the Borrower nor any agent acting on its behalf has taken
or will take any action which might cause this Agreement or any
of the Notes to violate Regulations T, U, or X or (to the best
knowledge of the Borrower) any other regulation of the Board of
Governors of the Federal Reserve System or to violate the
Securities Exchange Act of 1934, as amended, in each case as in
effect now or as the same may hereafter be in effect.

     Section 5.7.   ERISA.  No accumulated funding deficiency (as
defined in section 302 of ERISA and section 412 of the Code),
whether or not waived, exists with respect to any Plan (other
than a Multiemployer Plan).  No liability to the PBGC has been or
is expected by the Borrower to be incurred with respect to any
Plan (other than a Multiemployer Plan) by the Borrower or any of
its Subsidiaries which is or would be materially adverse to the
Borrower and its Subsidiaries taken as a whole.  Neither the
Borrower nor any of its subsidiaries has incurred or presently
expects to incur any withdrawal liability under Title IV of ERISA
with respect to any Multiemployer Plan which is or would be
materially adverse to the Borrower and its Subsidiaries taken as
a whole.  The Borrower has delivered to the Lenders a list of all
employee benefit plans established or maintained by the Borrower
and each Subsidiary, or as to which the Borrower or any
Subsidiary is a party in interest or a disqualified person.  The
execution and delivery of this Agreement and the Borrowings
hereunder will not involve any prohibited transaction within the
meaning of ERISA or in connection with which a tax could be
imposed pursuant to section 4975 of the Code or a violation of
section 406 or section 407 of ERISA.

     Section 5.8.   Outstanding Indebtedness.  There exists no
default under the provisions of any instrument evidencing
Indebtedness of the Borrower or any Subsidiary or of any other
agreement relating thereto.  All outstanding Indebtedness of the
Borrower and each Subsidiary for Money Borrowed is set forth on
Schedule 5.8 attached hereto.

     Section 5.9.   Conflicting Agreements or Other Matters.
Neither the Borrower nor any of its Subsidiaries is a party to
any contract or agreement or subject to any charter or other
corporate restriction which could have a Material Adverse Effect.
Neither the Borrower nor any of its Subsidiaries is in default of
any agreement to which it is a party which could have a Material
Adverse Effect.  Neither the execution or delivery of this
Agreement or the other Loan Documents, nor fulfillment of or
compliance with the terms and provisions hereof and thereof, will
conflict with, or result in a breach of the terms, conditions or
provisions of, or constitute a default under, or result in any
violation of, or result in the creation of any Lien upon any of
the properties or assets of the Borrower or any of its
Subsidiaries pursuant to, the charter or bylaws of the Borrower
or any of its Subsidiaries, any award of any arbitrator or any
agreement (including any agreement with stockholders),
instrument, order, judgment, decree, statute, law, rule or
regulation to which the Borrower or any of its Subsidiaries is
subject.  Neither the Borrower nor any of its Subsidiaries is a
party to, or otherwise subject to any provision contained in, any
instrument evidencing indebtedness of the Borrower or any of its
Subsidiaries, any agreement relating thereto or any other
contract or agreement (including its charter) which limits the
amount of, or otherwise imposes restrictions on the incurring of,
Indebtedness of the Borrower of the type to be evidenced by the
Notes, except as set forth in the agreements listed on Schedule
5.9 attached hereto.  Except where failure or non-compliance
would not have a Material Adverse Effect, each of the Borrower
and its Subsidiaries has obtained all permits, licenses and other
authorizations which are required under, and is in compliance
with, federal, state and local laws and regulations relating to
pollution, reclamation, or protection of the environment,
including laws relating to emissions, discharges, releases or
threatened releases of pollutants, contaminants, or hazardous or
toxic materials or wastes into air, water, or land, or otherwise
relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of
pollutants, contaminants or hazardous or toxic materials or
wastes.  Each of the Borrower and its Subsidiaries is in material
compliance with all laws and regulations relating to equal
employment opportunity and employee health and safety in all
jurisdictions in which the Borrower and each Subsidiary is
presently doing business.

     Section 5.10.  Possession of Franchises, Licenses, Etc.  The
Borrower and its Subsidiaries possess all franchises,
certificates, licenses, permits and other authorizations from
governmental entities or regulatory authorities, and all patents,
trademarks, service marks, trade names, copyrights, licenses and
other rights, free from burdensome restrictions, that are
necessary in any material respect for the ownership, maintenance
and operation of their respective business, properties and
assets, and neither the Borrower nor any of its Subsidiaries is
in violation of any thereof in any material respect.  Neither the
Borrower nor any Subsidiary has infringed upon or otherwise
violated any trademark, patent, license or other intellectual
property agreement where such infringement could have a Material
Adverse Effect on the Borrower and its Subsidiaries taken as a
whole.

     Section 5.11.  Governmental Consent.  Neither the nature of
the Borrower or any of its Subsidiaries nor any of their
respective businesses or properties, nor any relationship between
the Borrower or any Subsidiary and any other Person, nor any
circumstance in connection with the execution and delivery of the
Loan Documents and the consummation of the transactions
contemplated thereby is such as to require any authorization,
consent, approval, exemption or other action by or notice to or
filing with any court or administrative or governmental body
(other than routine filings after the date of closing with the
Securities and Exchange Commission and/or state Blue Sky
authorities) in connection with the execution and delivery of
this Agreement and the other Loan Documents or fulfillment of or
compliance with the terms and provisions hereof or thereof.

     Section 5.12.  Disclosure.  Neither this Agreement nor any
other document, certificate or statement furnished to the Lenders
or the Agent by or on behalf of the Borrower in connection
herewith (when considered together with all reports and other
documents filed by the Borrower with the Securities and Exchange
Commission) contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the
statements contained herein and therein not misleading.  There is
no fact known to the Borrower or any of its Subsidiaries which
would have a Material Adverse Effect or in the future may (so far
as the Borrower can now foresee) have a Material Adverse Effect
which has not been set forth in this Agreement or in the other
documents, certificates and statements furnished to the Lenders
or the Agent by or on behalf of the Borrower prior to the date
hereof in connection with the transactions contemplated hereby.

     Section 5.13.  Foreign Assets Control Regulations.  Neither
the borrowing by the Borrower hereunder nor its use of the
proceeds thereof will violate the Foreign Assets Control
Regulations, the Cuban Assets Control Regulations or the Iranian
Assets Control Regulations of the United States Treasury
Department (31 CFR Subtitle B, Chapter V) or any similar law or
regulation.

     Section 5.14.  Labor Relations.  Except as set forth on
Schedule 5.14 attached hereto, neither the Borrower nor any of
its Subsidiaries is a party to any collective bargaining
agreement, and there are no material grievances, disputes or
controversies with any union or any other organization of the
Borrower's employees, or threats of strikes, work stoppages or
delays or any asserted pending demands for collective bargaining
by any union or organization.  Additionally, the hours worked and
payment made to employees of the Borrower and its Subsidiaries
have not been in violation in any material respect of the Fair
Labor Standards Act or any other applicable law dealing with such
matters.  All payments due from the Borrower and its
Subsidiaries, or for which any claim may be made against the
Borrower and its Subsidiaries, on account of wages and employee
health and welfare insurance and other benefits have been paid or
accrued as liabilities on the books of the Borrower and its
Subsidiaries in all instances where the failure to pay or accrue
such liabilities would reasonably be expected to have a Material
Adverse Effect.

     Section 5.15.  Authorization and Enforceability of
Agreement.  The Borrower has the right and power, and has taken
all necessary steps to authorize it, to borrow hereunder and to
execute, deliver and perform this Agreement, the Notes, and the
other Loan Documents to which it is a party in accordance with
their respective terms and to consummate the transactions
contemplated hereby.  This Agreement is the legal, valid and
binding agreement of the Borrower enforceable against the
Borrower in accordance with its terms, and the Notes, and all
other Loan Documents, when executed and delivered, will be
similarly legal, valid, binding and enforceable, except as the
enforceability of the Notes and other Loan Documents may be
limited by bankruptcy, insolvency, reorganization, moratorium and
other laws affecting creditor's rights and remedies in general
and by general principles of equity, whether considered in a
proceeding at law or in equity.

     Section 5.16.  Subsidiaries.  Schedule 5.16 attached hereto
correctly sets forth the name of each Subsidiary of the Borrower
and the jurisdiction of its organization.  All the outstanding
shares of Stock or other ownership rights of each such Subsidiary
have been validly issued and are fully paid and non-assessable
and all such outstanding shares or other ownership rights, except
as noted on such Schedule, are owned by the Borrower or an
Affiliate free of any Lien or claim.

     Section 5.17.  Insurance Coverage.  All property of the
Borrower and its Subsidiaries is insured for the benefit of the
Borrower or such Subsidiary in amounts and against risks
customary for Persons operating businesses similar to those of
the Borrower or its Subsidiaries in the localities where such
properties are located.

     Section 5.18.  Investments.  Except for Investments
permitted by Section 7.4 of this Agreement, the Borrower has no
other Investments.

     Section 5.19.  Intercompany Loans; Dividends.  There are no
restrictions on the power of any Subsidiary to repay any
intercompany loan or to pay dividends on its Stock.

                            ARTICLE 6

                      AFFIRMATIVE COVENANTS

     The Borrower covenants and agrees that so long as it may
borrow under this Agreement or so long as any Loan or Letter of
Credit or other Indebtedness remains outstanding to the Agent,
the L/C Issuer or the Lenders that:

     Section 6.1.   Financial Statements.  The Borrower shall
deliver to the Agent and each Lender (and, with respect to
clauses (a), (b), (c), and (d) of this Section 6.1, such delivery
may be made by the Borrower posting such information directly via
IntraLinks):

     (a)  As soon as practicable and in any event within 45 days
after the end of each of the first eleven months of each fiscal
year, (i) unaudited consolidated and consolidating and business
segment statements of sales and margins of the Borrower and its
Subsidiaries for such month and for the period from the beginning
of the current fiscal year to the end of such month and (ii) an
unaudited consolidated and consolidating balance sheet of the
Borrower and its Subsidiaries as at the end of such month,
setting forth, with respect to such consolidated statements of
sales and margins and such consolidated balance sheet, in
comparative form, figures for the corresponding period in the
preceding fiscal year; and, as soon as practicable and in any
event within 45 days after the end of each of the first three
fiscal quarters of each fiscal year, (x) unaudited consolidated
and consolidating statements of operations and cash flow of the
Borrower and its Subsidiaries for such quarter and for the period
from the beginning of the current fiscal year to the end of such
quarter and (y) an unaudited consolidated and consolidating
balance sheet of the Borrower and its Subsidiaries as at the end
of such quarter, setting forth, with respect to such consolidated
statements of operations and cash flow and such consolidated
balance sheet, in comparative form, figures for the corresponding
period in the preceding fiscal year all in reasonable detail and
certified by the chief financial officer or Treasurer of the
Borrower as having been prepared in accordance with GAAP;

     (b)  As soon as practicable and in any event within 90 days
after the end of each fiscal year, a consolidating and
consolidated and business segment statements of operations and
cash flow of the Borrower and its Subsidiaries for such year, and
a consolidating and consolidated and business segment balance
sheet of the Borrower and its Subsidiaries as at the end of such
year, setting forth, with respect to such consolidated statements
of operations and cash flow and such consolidated balance sheet,
in comparative form, corresponding figures from the preceding
annual audit, all in reasonable detail and reasonably
satisfactory in scope to the Agent, and, in the case of such
consolidated financial statements, certified to the Borrower by
independent public accounts of recognized national standing
selected by the Borrower (and acceptable to the Agent), whose
certificate shall be in scope and substance satisfactory to the
Agent, and, as to the consolidating statements, certified by the
chief financial officer of the Borrower.  In addition to any
other information requested by the Agent pursuant to the
preceding sentence, together with each delivery of financial
statements required by Section 6.1 above, the Borrower will
deliver to the Lenders a certificate of such accountants stating
that, in making the audit necessary to the certification of such
financial statements, they have obtained no knowledge of any
Event of Default or Default, or, if any Event of Default or
Default exists, specifying the nature and period of existence
thereof.  Such accountants, however, shall not be liable to
anyone by reason of their failure to obtain knowledge of any
Event of Default or Default that would not be disclosed in the
course of an audit conducted in accordance with generally
accepted auditing standards;

     (c)  Promptly upon transmission thereof, copies of all such
financial statements, proxy statements, notices and reports as
the Borrower shall send to its patrons or registered debt
certificate holders and copies of all registration statements
(without exhibits) and all reports which it files with the
Securities and Exchange Commission (or any governmental body or
agency succeeding to the functions of the Securities and Exchange
Commission);

     (d)  Promptly (i) after notice thereof being delivered to
the Borrower or any Subsidiary, notice of the commencement of any
audit of any federal, state or other income tax return of the
Borrower or any Subsidiary, and (ii) upon receipt thereof, a copy
of each other report submitted to the Borrower or any Subsidiary
by independent accountants in connection with any annual, interim
or special audit made by them of the books of the Borrower or any
Subsidiary; and

     (e)  With reasonable promptness, such other financial data
as any Lender may reasonably request in writing.

Together with the delivery of financial statements at the end of
each fiscal quarter as required by Section 6.1, the Borrower will
deliver to each Lender an Officer's Certificate (i) demonstrating
(with computations in reasonable detail) compliance by the
Borrower and its Subsidiaries as at the end of the quarterly
period or fiscal year to which such financial statement relates
with the provisions of Section 7.1 and stating that there exists
no Event of Default or Default, or, if any Event of Default or
Default exists, specifying the nature and period of existence
thereof and what action the Borrower proposes to take with
respect thereto and (ii) specifying the details of insurance as
required pursuant to Section 6.3.  The Borrower also covenants
that forthwith upon the chief executive officer, principal
financial officer, or principal accounting officer of the
Borrower obtaining actual knowledge of any Event of Default or
Default, it will deliver to each Lender an Officer's Certificate
specifying the nature and period of existence thereof and what
action the Borrower proposes to take with respect thereto.  Each
Lender is hereby authorized to deliver a copy of any financial
statement delivered to it pursuant to this Section 6.1 to any
regulatory body having jurisdiction over such Lender and to which
such financial statement is required to be delivered.

     Section 6.2.   Inspection of Property.  The Borrower shall
permit any Person designated in writing by the Agent, the L/C
Issuer or any Lender, at the Agent's, the L/C Issuer's or such
Lender's expense if no Default or Event of Default shall then
exist, otherwise at the Borrower's expense, to visit and inspect
any of the properties of the Borrower and any of its
Subsidiaries, to examine the corporate books and financial
records of the Borrower and its Subsidiaries and make copies
thereof or extracts therefrom, and to discuss the affairs,
finances and accounts of any of such corporations with the
principal officers of the Borrower and its independent public
accountants, all at such reasonable times and as often as the
Agent, the L/C issuer or any Lender may reasonably request.

     Section 6.3.   Insurance.  The Borrower and each Subsidiary
will at all times maintain insurance in such amounts and against
such liabilities and hazards as customarily is maintained by
other companies operating similar businesses and, together with
each delivery of financial statements under Section 6.1(b), it
will deliver to each Lender an Officer's Certificate specifying
the details of such insurance then in effect.

     Section 6.4.   Conduct of Business.  The Borrower will and
will cause each Subsidiary to remain substantially in the
respective area or field of business in which the Borrower and
each Subsidiary is engaged as of the date of this Agreement
except that the Borrower and its Subsidiaries may (a) enter other
fields or areas of business or (b) may exit existing fields or
areas of business, to the extent that such fields or areas do not
exceed ten percent (10%) of the Borrower's Shareholders' Equity.

     Section 6.5.   Corporate Existence; Maintenance of
Properties.  The Borrower shall (a) do or cause to be done all
things necessary to preserve and keep in full force and effect
the corporate or other form of existence as the case may be,
rights and franchises of the Borrower and its Subsidiaries, (b)
will cause its properties and the properties of its Subsidiaries
used or useful in the conduct of their respective businesses to
be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, placements, betterments
and improvements thereto, all as in the judgment of the Borrower
may be necessary so that the businesses carried on in connection
therewith may be properly and advantageously conducted at all
times, (c) will maintain possession and ownership, all
franchises, certificates, licenses, permits and other
authorizations from governmental entities or regulatory
authorities, and all patents, trademarks, service marks, trade
names, copyrights, licenses and other rights that are necessary
in any material respect to the ownership, maintenance and
operation of its business, properties, and assets, and (d) will
and will cause each of its Subsidiaries to qualify, and remain
qualified to conduct business in each jurisdiction where the
nature of the business or ownership of property by the Borrower,
or such Subsidiary, as the case may be, may legally require such
qualification, except where the failure to so qualify would not
have a Material Adverse Effect.

     Section 6.6.   Environmental Laws.  The Borrower and its
Subsidiaries shall:

     (a)  Comply in all material respects with and use best
efforts to ensure compliance by all tenants and subtenants with
all applicable Environmental Laws, and shall obtain and comply
with, and use reasonable efforts to ensure that all tenants and
subtenants obtain and comply with, any and all approvals,
registrations or permits required thereunder.

     (b)  Promptly report to each Lender (i) the introduction of
any Hazardous Substances onto any facility owned or operated by
the Borrower or a Subsidiary thereof except for the use or
storage thereof in the ordinary course of business in compliance
with all Environmental Laws, and (ii) the initiation of any
regulatory action against the Borrower or any Subsidiary thereof
or in connection with any such facility relating to any release
of Hazardous Substances which regulatory action the Borrower
determines is likely to have a Material Adverse Effect on either
the Borrower's or a Subsidiary's financial condition.

     (c)  Defend, indemnify, and hold harmless the Lenders, their
employees, agents, and officers from and against any and all
penalties, fines, liabilities, damages, costs, or expenses of
whatever kind or nature asserted against any Lender, except to
the extent that such claims, demands, penalties, fines,
liabilities, damages, costs or expenses result from the gross
negligence or willful misconduct of such Lender or any of its
employees, agents or officers, arising out of, or in any way
related to, (i) the presence, disposal, release, or threatened
release of any Hazardous Substances on any property at any time
owned or occupied by the Borrower or the Subsidiaries; (ii) any
personal injury (including wrongful death) or property damage
(real or personal) arising out of or related to such Hazardous
Substances; (iii) any lawsuit brought or threatened, reasonable
settlement reached, or government order relating to such
Hazardous Substances, and/or (iv) any violation of laws, orders,
regulations, requirements, or demands of government authorities,
which are based upon or in any way related to such Hazardous
Substances, including, without limitation, attorney and
consultant fees, investigation and laboratory fees, court costs,
and litigation expenses.

     Section 6.7.   Taxes.  The Borrower shall and shall cause
each of its Subsidiaries to pay and discharge, or cause to be
paid and discharged, before the same shall become delinquent, all
taxes, assessments and other governmental charges levied or
imposed upon it or upon its income, profits or properties,
provided that neither the Borrower nor any of its Subsidiaries
shall be required to pay or cause to be paid or discharged any
such tax assessment, or charge whose amount or validity is being
contested in good faith by appropriate proceedings and with
respect to which adequate reserves are being maintained and,
provided further, that the Borrower shall, and shall cause each
of its Subsidiaries to, pay all such taxes, assessments and
charges forthwith upon the commencement of proceedings to
foreclose any Lien which may have attached as security therefor.

     Section 6.8.   Keeping of Books; Fiscal Year.  The Borrower
will keep, and cause each of its Subsidiaries to keep, in
accordance with GAAP, proper books of record and account,
containing complete and accurate entries of all financial and
business transactions of the Borrower and each Subsidiary.
Additionally, the Borrower will, and will cause each of its
Subsidiaries to, keep the same fiscal year end as the one
evidenced in the financial statements delivered under Section
5.2.

     Section 6.9.   Compliance with Laws and Other Agreements.
The Borrower shall, and shall cause each Subsidiary to, conduct
its business operations and obtain all necessary permits and
licenses in substantial compliance with (a) all applicable
federal, state and local laws, rules and regulations, and (b) all
agreements, indentures and mortgages to which it is a party or by
which it or any of its properties is bound, unless the Borrower's
or a Subsidiary's failure to so comply would not have a Material
Adverse Effect on the Borrower or any Subsidiary.

     Section 6.10.  Notice of Default.  The Borrower shall notify
each Lender of the occurrence of any Default, Event of Default
and of any default under any material agreement, which shall be
defined for the purposes of this Section 6.10 as any agreement
related to Indebtedness in excess of $500,000, or obligation with
any other Person, to which it or a Subsidiary is a party or by
which it or a Subsidiary or any of its or a Subsidiary's
properties are bound, said notices to be given immediately upon
the Borrower's obtaining actual knowledge thereof; provided,
however, the failure of the Borrower to give such notice shall
not affect the right and power of the Lenders to exercise any or
all of the remedies on default specified herein.

     Section 6.11.  Notice of Litigation.  The Borrower shall
notify each Lender of any action, suit or proceeding instituted
by any Person against it or a Subsidiary (a) where the uninsured
claim for money damages is in excess of $1,000,000 or (b) which
would cause the aggregate of uninsured claims for money damages
in all actions, suits or proceedings against it or a Subsidiary
arising out of one set of related facts or circumstances to
exceed $2,000,000 or (c) which otherwise might have a Material
Adverse Effect on its or any Subsidiary's assets or business
operations, said notice to be given within 10 calendar days of
the first notice to the Borrower or any Subsidiary of the
institution of such action, suit or proceeding and to specify the
amount of damages being claimed or other relief being sought, the
nature of the claim, the Person instituting the action, suit or
proceeding, and any other significant features of the claim.

     Section 6.12.  ERISA.  Promptly (and in any event within 30
days) after the Borrower or any of its Subsidiaries knows or has
reason to know that a Reportable Event with respect to any Plan
has occurred, that any Plan is or may be terminated, reorganized,
partitioned or declared insolvent under Title IV of ERISA, or
that the Borrower or any of its Subsidiaries will or may incur
any material liability to or on account of a Plan under Section
4062, 4063, 4064, 4201 or 4204 of ERISA, the Borrower will
deliver to each Lender a certificate of the chief financial
officer of the Borrower setting forth information as to such
occurrence and what action, if any, the Borrower is required or
proposes to take with respect thereto, together with any notices
concerning such occurrences which are required to be filed with
or by the Borrower, the PBGC or the plan administrator of any
such Plan, as the case may be.  The Borrower shall furnish, at
the request of any Lender, so long as such Lender shall hold any
Note, a copy of each annual report (Form 5500 Series) of any Plan
received or prepared by the Borrower or any of its Subsidiaries.
Each annual report and any notice required to be delivered
hereunder shall be delivered no later than 10 days after the
later of the date such report or notice is filed with the
Internal Revenue Service or the PBGC or the date such report or
notice is received by the Borrower or any of its Subsidiaries, as
the case may be.

     Section 6.13.  Use of Proceeds.  The Borrower shall use the
proceeds of all Loans only in the manner set forth in Section
3.20 of this Agreement, and the Borrower shall request Letters of
Credit hereunder only for the account of, or to secure
obligations of, the Insurance Subsidiary and for the benefit of
the Vermont State Insurance Commissioner or Nexus Reinsurance
Company.

     Section 6.14.  Borrowing Base Certificate/Hedging Position
Reports.  On the twenty-first Business Day of each accounting
month, the Borrower shall deliver to each Lender a Borrowing Base
Certificate dated as of the last Business Day of the prior
accounting month.  Upon the request of the Agent, the Borrower
shall prepare and deliver a Borrowing Base Certificate at such
other intervals as the Agent shall specify.  With each delivery
of a Borrowing Base Certificate on the twenty-first Business Day
of each accounting month, the Borrower shall also deliver to each
Lender a Hedging Position Report.

     Section 6.15.  Delivery of Pledge Agreement and ADM Shares.
If the Rabobank Total Return Swap is terminated in accordance
with its provisions, the Borrower immediately shall cause GK
Finance to execute and deliver to the Collateral Agent, for the
benefit of the Secured Parties (as defined in the Intercreditor
Agreement), the Pledge Agreement, and to deliver to the
Collateral Agent the ADM Shares and such stock powers, executed
in blank, as the Collateral Agent shall request.

                            ARTICLE 7

                       NEGATIVE COVENANTS

     The Borrower covenants and agrees that, so long as it may
borrow under this Agreement or so long as any Loan or Letter of
Credit or other Indebtedness remains outstanding to the Agent,
the L/C Issuer or the Lenders:

     Section 7.1.   Financial Covenants.

     (a)  Minimum Consolidated Tangible Net Worth.  The
Borrower's Consolidated Tangible Net Worth (less any gain or loss
as a result of accumulated other comprehensive income, as defined
by GAAP) shall as of September 30, 2001, and at all times
thereafter, be at least $225,000,000, plus the sum of (i) 50% of
the Reported Net Income of the Borrower and its Consolidated
Subsidiaries (to the extent positive) for the fiscal quarter
ending September 30, 2001, and each fiscal quarter thereafter on
a cumulative basis (taken as one accounting period), but
excluding from such calculations of Reported Net Income for
purposes of this clause (i) any fiscal quarter in which the
Reported Net Income of the Borrower and its Consolidated
Subsidiaries is negative, and (ii) 100% of the cumulative Net
Proceeds of Stock received during any period after June 30, 2001.

     (b)  Current Ratio.  The Borrower shall not permit, as of
September 30, 2001, and at anytime thereafter, the ratio of
Consolidated Current Assets to Consolidated Current Liabilities
to be less than 1.10 to 1.00 calculated on a quarterly basis.

     (c)  Interest Coverage Ratio.  The Borrower shall not
permit, as of September 30, 2001, and as of the last day of each
fiscal quarter thereafter,  the ratio of EBIT to Interest
Expense, each for the four fiscal quarter period then ended, to
be less than 1.40 to 1.00.

     (d)  Senior Debt Coverage Ratio.  The Borrower shall not
permit the Senior Debt Coverage Ratio to be greater than the
ratio set forth opposite the relevant fiscal quarter in the
following table:

          Fiscal Quarter                Ratio

          First Quarter 2002            4.00 to 1.00
          Second Quarter 2002           3.75 to 1.00
          Third Quarter 2002            3.50 to 1.00
          Fourth Quarter 2002           3.50 to 1.00
          First Quarter, 2003, and thereafter     3.25 to 1.00

     Section 7.2.   Limitation on Restricted Payments.  The
Borrower will not pay or declare any dividend or make any other
distribution on or on account of any class of its Stock or other
equity or make cash distributions of equity (including cash
patronage refunds), or make interest payments on equity, or
redeem, purchase or otherwise acquire, directly or indirectly,
any shares of its Stock or other equity, or redeem, purchase or
otherwise acquire, directly or indirectly, any Subordinated Debt,
including, but not limited to, its Subordinated Capital
Certificates of Interest, Subordinated Loan Certificates and
Cumulative Preferred Capital Certificates of Interest (except
required redemptions as provided in the indentures pursuant to
which such Subordinated Debt was issued), or permit any
Subsidiary to do any of the above (all of the foregoing being
herein called "Restricted Payments") except that the Borrower may
make (a) cash patronage refunds in fiscal year 2002 and
thereafter in an amount, for each fiscal year, not to exceed 10%
of the member earnings for such fiscal year, and (b) present
value cashing retirement and death payments (net of any amount
the Borrower receives as insurance proceeds) in an aggregate
amount not to exceed $5,000,000 in any fiscal year; provided that
the Borrower shall not make any Restricted Payments upon the
occurrence and during the continuance of a Default or Event of
Default.  So long as there is no Default or Event of Default
occurring or continuing, there shall not be included in the
definition of Restricted Payments:  (x) dividends paid, or
distributions made, in Stock of the Borrower or (y) exchanges of
Stock of one or more classes of the Borrower, except to the
extent that cash or other value is involved in such exchange.
Moreover, nothing in this Section 7.2 shall prevent any
Subsidiary from making any Restricted Payments to the Borrower or
to any other Loan Party that directly owns Stock of such
Subsidiary.  The term "equity" as used in this Section 7.2 shall
include the Borrower's common stock, preferred stock, if any,
other equity certificates, and notified equity accounts of
patrons.

     Section 7.3.   Liens.  The Borrower shall not, and shall not
permit any Subsidiary to, create, assume or suffer to exist any
Lien upon any of its property or assets whether now owned or
hereafter acquired, except:

     (a)  Liens existing prior to the date of this Agreement, as
set forth on Schedule 7.3 attached hereto;

     (b)  Liens for taxes not yet due, and Liens for taxes or
Liens imposed by ERISA which are being contested in good faith by
appropriate proceedings and with respect to which adequate
reserves are being maintained;

     (c)  statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by
law created in the ordinary course of business for amounts not
yet due or which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being
maintained;

     (d)  Liens incurred or deposits made in the ordinary course
of business in connection with workers' compensation,
unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety
and appeal bonds, bids, leases, government contracts, performance
and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money);

     (e)  Liens securing purchase money debt, provided that (i)
the Lien in each instance does not extend beyond the assets
acquired with the purchase money debt, and (ii) the aggregate of
such debt so secured does not exceed five percent (5%) of
Consolidated Net Worth;

     (f)  Liens consisting of encumbrances in the nature of
zoning restrictions, easements and rights or restrictions of
record on the use of real property, which do not materially
detract from the value of such property or impair the use thereof
in the business of such Person;

     (g)  Liens securing the obligations due to the parties to
the Intercreditor Agreement; and

     (h)  Liens against the ADM Shares created in connection with
the Rabobank Total Return Swap.

     Section 7.4.   Restrictions on Loans, Advances, Investments,
Asset Acquisitions and Contingent Liabilities.  The Borrower
shall not and shall not permit any Subsidiary to (a) make or
permit to remain outstanding any loan or advance to, or extend
credit other than credit extended in the normal course of
business to any Person which is not an Affiliate of the Borrower,
or (b) guarantee, endorse or otherwise be or become contingently
liable, directly or indirectly, in connection with the
obligations, Stock or dividends of any Person, or (c) own,
purchase or acquire any Stock, obligations or securities of, or
any other interest in, or make any capital contribution to, any
Person, or (d) acquire all, or substantially all, of the assets
of any Person, in a single or a series of related transactions;
except that the Borrower or any Subsidiary may:

          (i)  (x) make or permit to remain outstanding loans or
advances to any other Loan Party, or (y) guarantee or otherwise
become liable for obligations of any other Loan Party to the
extent such obligation that is guaranteed is incurred in the
ordinary course of business of such Loan Party or is Indebtedness
otherwise permitted to be incurred by such Loan Party hereunder
(including guarantee obligations under the Subsidiary Guaranty);

          (ii) acquire and own Stock, obligations or securities
received in settlement of debts (created in the ordinary course
of business) owing to the Borrower or any Subsidiary;

          (iii)     own, purchase or acquire prime commercial
paper and certificates of deposit in United States commercial
banks (whose long-term debt is rated "A" or better by Moody's
Investors Service or Standard and Poor's Corporation), in each
case due within one year from the date of purchase and payable in
the United States in Dollars;

          (iv) own, purchase and acquire obligations of the
United States Government or any agency thereof, in each case due
within one year from the date of purchase;

          (v)  own, purchase and acquire obligations guaranteed
by the United States Government, in each case due within one year
from the date of purchase;

          (vi) own, purchase and acquire repurchase agreements of
United States commercial banks (whose long-term debt is rated "A"
or better by Moody's Investors Service or Standard and Poor's
Corporation) for terms of less than one year in respect of the
foregoing certificates and obligations;

          (vii)     own, purchase and acquire tax-exempt
securities maturing within one year from the date of purchase and
rated "A" or better by Moody's Investors Service or Standard and
Poor's Corporation;

          (viii)    own, purchase and acquire adjustable rate
preferred stocks rated "A" or better by Moody's Investors Service
or Standard and Poor's Corporation;

          (ix) endorse negotiable instruments for collection in
the ordinary course of business;

          (x)  make or permit to remain outstanding travel and
other like advances to officers and employees in the ordinary
course of business;

          (xi) (x) permit to remain outstanding investments in
the Subsidiaries of the Borrower in existence as of the Closing
Date, and (y) make or permit to remain outstanding investments in
any Subsidiary (whether in existence on the Closing Date or
created after the Closing Date in accordance with Section 7.14)
if such Subsidiary is a Loan Party;

          (xii)     make or permit to remain outstanding loans
from Agratrade Financing, Inc., a wholly-owned Subsidiary of the
Borrower, to members and non-members of the Borrower (provided
that all such loans are made to facilitate the business of the
Borrower) in an aggregate amount not to exceed $20,000,000;

          (xiii)    make or permit to remain outstanding
investments in the Archer-Daniels Midland Company existing on the
date hereof plus increases due to normal dividend reinvestment
plans, stock splits, stock dividends or similar arrangements;

          (xiv)     make or permit to remain outstanding
investments described on Schedule 7.4 attached hereto;

          (xv) make or permit to remain outstanding investments
in GC Properties in an aggregate amount not exceeding $500,000
during the term of this Agreement;

          (xvi)     guarantee or otherwise be or become
contingently liable for obligations of Young Pecan not to exceed
an aggregate amount of $65,000,000;

          (xvii)    have increases in existing investments
arising from non-cash notified equity or other equity methods of
accounting for equity increases which are non-cash;

          (xviii)   guarantee the obligations of GK Finance
arising pursuant to the Rabobank Total Return Swap; and

          (xix)     make or permit to remain outstanding
investments in any money market fund that invests only in
investments described in subsections (iii), (iv), (v), (vi),
(vii), or (viii) of this Section 7.4.

     Section 7.5.   Sale of Stock and Indebtedness of
Subsidiaries.  Without the prior written consent of the Required
Lenders, which consent shall be at the sole discretion of the
Required Lenders, the Borrower shall not and shall not permit any
Subsidiary to sell or otherwise dispose of, or part with control
of, any shares of Stock or Indebtedness of any Subsidiary, except
to the Borrower or another Loan Party, and except that all shares
of Stock and Indebtedness of any Subsidiary at the time owned by
or owed to the Borrower and all Subsidiaries may be sold as an
entirety for a cash consideration which represents the fair value
(as determined in good faith by the Board of Directors of the
Borrower) at the time of sale of the shares of Stock and
Indebtedness so sold, provided that the assets of such Subsidiary
do not constitute a Substantial Part of  the Consolidated Assets
of the Borrower and all Subsidiaries and that the earnings of
such Subsidiary shall not have constituted a Substantial Part of
Consolidated Net Earnings for any of the three fiscal years then
most recently ended, and further provided that, at the time of
such sale, such Subsidiary shall not own, directly or indirectly,
any shares of Stock or Indebtedness of any other Subsidiary
(unless all of the shares of Stock and Indebtedness of such other
Subsidiary owned, directly or indirectly, by the Borrower and all
Subsidiaries are simultaneously being sold as permitted by this
Section 7.5).

     Section 7.6.   Merger and Sale of Assets.  The Borrower
shall not and shall not permit any Subsidiary to enter into any
transaction of merger, consolidation, pooling of interest, joint
venture, syndicate or other combination with any other Person or
sell, lease, transfer, contribute as capital, or otherwise
dispose of all or a Substantial Part of  the consolidated assets
of the Borrower and all Subsidiaries or assets which shall have
contributed a Substantial Part of  Consolidated Net Earnings for
any of the three fiscal years then most recently ended, in any
single transaction or series of related transactions, to any
Person, except that:

     (a)  any Subsidiary may merge with (i) the Borrower,
provided that the Borrower shall be the continuing or surviving
corporation, or (ii) any one or more other Subsidiaries, provided
that if any Loan Party is party to such merger, a Loan Party
shall be the continuing or surviving corporation;

     (b)  any Subsidiary may sell, lease or otherwise dispose of
any of its assets to the Borrower or another Loan Party; and

     (c)  any Subsidiary may sell or otherwise dispose of all or
substantially all of its assets subject to the conditions
specified in Section 7.5 with respect to a sale of the Stock of
such Subsidiary.

     Section 7.7.   Sale and Lease-Back.  The Borrower shall not
and shall not permit any Subsidiary to enter into any
arrangement, with any Person or under which such other Person is
a party, providing for the leasing by the Borrower or any
Subsidiary of real or personal property, used by the Borrower or
any Subsidiary in the operations of the Borrower or any
Subsidiary, which has been or is sold or transferred by the
Borrower or any Subsidiary to any other Person to whom funds have
been or are to be advanced by such other Person on the security
of such rental obligations of the Borrower or such Subsidiary
except to the extent that the total amount of such arrangements
involve, at any one time, assets or property which constitute an
amount equal to or less than ten percent (10%) of Consolidated
Capital Assets.

     Section 7.8.   Sale or Discount of Receivables.  The
Borrower shall not and shall not permit any Subsidiary to sell
with recourse or discount or otherwise sell for less than the
face value thereof, any of its notes or accounts receivable.

     Section 7.9.   Hedging Contracts.  The Borrower shall not,
and shall not permit any Subsidiary to, enter into any Hedging
Contract except:  (a) bona fide hedging transactions in
commodities that represent production inputs or products to be
marketed, or in commodities needed in operations to meet
manufacturing or market demands, provided that (i) long positions
and/or options sold on corn and wheat shall in no event cover
more than twenty-six weeks of the Borrower's anticipated
requirements for feed ingredients, and none of such positions
and/or options shall cover more than six and one-half weeks of
such anticipated requirements unless they have been entered into
in compliance with the Borrower's Corporate Policy For Futures
Contracts approved by the Borrower's Board of Directors on April
24, 1998 and have been approved by the Borrower's Hedging
Committee, (ii) long positions and/or options sold on soybean
meal shall in no event cover more than twenty-six weeks of the
Borrower's anticipated requirements for feed ingredients, and
none of such positions and/or options shall cover more than six
and one-half weeks of such anticipated requirements unless they
have been entered into in compliance with the Borrower's
Corporate Policy For Futures Contracts approved by the Borrower's
Board of Directors on April 24, 1998 and have been approved by
the Borrower's Hedging Committee, and (iii) short positions on
corn shall not exceed 2,000,000 bushels, and shall at all times
relate to corn owned or contracted for purchase by the Borrower;
and (b) foreign exchange contracts, currency swap agreements,
interest rate exchange agreements, interest rate cap agreements,
interest rate collar agreements, and other similar agreements and
arrangements which are reasonably related to existing
indebtedness or to monies to be received or paid in foreign
currencies.

     Section 7.10.  Issuance of Stock by Subsidiaries.  The
Borrower shall not permit any Subsidiary (either directly or
indirectly by the issuance of rights or options for, or
securities convertible into, such shares) to issue, sell or
dispose of any shares of its Stock of any class (other than
directors' qualifying shares, if any) except to the Borrower or
another Subsidiary.

     Section 7.11.  Capital Expenditures.  The Borrower and its
Subsidiaries shall not, on a consolidated basis, directly or
indirectly, make Capital Expenditures in the aggregate (a) in
fiscal year 2002 exceeding $61,500,000, or (b) in fiscal year
2003 exceeding $55,000,000 plus the amount of any available but
unused Capital Expenditures from fiscal year 2002.

     Section 7.12.  Indebtedness for Money Borrowed.  The
Borrower shall not, and shall not permit any Subsidiary to,
create, incur, assume, or suffer to exist any Indebtedness for
Money Borrowed, except for the following:

     (a)  Indebtedness existing under this Agreement and the
other Loan Documents (including, without limitation, all Loans
and Letter of Credit Obligations);

     (b)  Indebtedness (including guaranties) which may be deemed
to exist pursuant to any performance, surety, appeal or similar
bonds obtained by the Borrower or any of its Subsidiaries in the
ordinary course of business;

     (c)  Indebtedness for Money Borrowed in existence on the
date hereof and set forth on Schedule 5.8.

     (d)  Subordinated Debt;

     (e)  unsecured Indebtedness for Money Borrowed owing by any
Loan Party to any other Loan Party; and

     (f)  reimbursement obligations under letters of credit
issued by any of the Lenders, provided that the aggregate
principal amount of such reimbursement obligations does not
exceed $20,000,000 at any one time (exclusive of Letters of
Credit issued under this Agreement).

     Section 7.13.  Transactions with Affiliates.  The Borrower
shall not, and shall not permit any Subsidiary to, enter into or
be a party to any transaction or arrangement with any Affiliate
(including, without limitation, the purchase from, sale to or
exchange of property with, or the rendering of any service by or
for, any Affiliate), except (a) in the ordinary course of and
pursuant to the reasonable requirements of the Borrower's or such
Subsidiary's business and upon fair and reasonable terms no less
favorable to the Borrower or such Subsidiary than would obtain in
a comparable arm's-length transaction with a Person other than an
Affiliate, or (b) for transactions between Loan Parties.

     Section 7.14.  Creation of Subsidiaries.  Except for the
creation by Gold Kist or one of its Subsidiaries of a Subsidiary
to be formed under the laws of Argentina, the Borrower shall not,
and shall not permit any Subsidiary to, create any Subsidiary
after the Closing Date unless (a) such Subsidiary is a Wholly
Owned Subsidiary, (b) such Subsidiary is organized under the laws
of a jurisdiction within the United States of America, (c) such
Subsidiary executes at the time of its creation the Security
Agreement (together with applicable Uniform Commercial Code
financing statements), the Subsidiary Guaranty and the
Contribution Agreement (either directly or by executing a
supplement thereto) and the Stock of such Subsidiary is pledged
to the Agent as Collateral, (d) an opinion of counsel, acceptable
to the Agent, is delivered to the Lenders confirming the due
organization of such Subsidiary, the enforceability of the
Security Agreement, the Subsidiary Guaranty and the Contribution
Agreement against such Subsidiary, and such other matters as the
Agent may reasonably request, and (e) no Event of Default exists
immediately prior to or after the creation of the Subsidiary.

                            ARTICLE 8

                 EVENTS OF DEFAULT AND REMEDIES

     Section 8.1.   Events of Default.  Any one or more of the
following shall constitute an Event of Default hereunder:

     (a)  The Borrower fails to pay when due any payment of
principal due on any of the Notes; or

     (b)  The Borrower fails to pay within five (5) days of the
due date therefor any payment of (i) interest or Make Whole
Premium due on any of the Notes or (ii) any fees or other amounts
(except principal and interest as specified in Section 8.1 (a)
and (b)(i) above) due hereunder; or

     (c)  The Borrower or any Subsidiary defaults in any payment
of principal or interest on any other obligation for Indebtedness
for Money Borrowed or any obligation under a Capital Lease, any
obligation under a conditional sale or other title retention
agreement, any obligation issued or assumed as full or partial
payment for property whether or not secured by a purchase money
mortgage, or any obligation under notes payable or drafts
accepted representing extensions of credit, in any case having a
principal amount of $1,000,000 or more beyond any period of grace
provided with respect thereto, or the Borrower or any Subsidiary
fails to perform or observe any other agreement, term, condition
or covenant contained in any agreement under which any such
obligation is created (or if any other event thereunder or any
such agreement shall occur and be continuing), and in each case
the effect of such failure or other event is to cause or to
permit the holder or holders of such obligation (or a trustee on
behalf of such holder or holders) to cause such obligation to
become due prior to any stated maturity; or

     (d)  Any representation or warranty contained herein or
deemed to have been made hereunder or made by or furnished in
writing on behalf of the Borrower in connection herewith shall be
false or misleading in any material respect as of the date made
or deemed to have been made, or the Borrower fails to perform or
observe any covenant contained in Sections 6.1, 6.5, 6.14, or
6.15 or Article 7 of this Agreement; or

     (e)  The Borrower fails to perform or observe any covenant,
term or condition contained in this Agreement (other than those
contained in Sections 6.1, 6.5, 6.14, or 6.15 or Article 7) and
such failure shall continue for more than 30 calendar days after
the earlier of (i) the date which the Borrower obtains knowledge
thereof or (ii) the Borrower is given notice thereof; or

     (f)  The Borrower or any Subsidiary shall make or take any
action to make an assignment for the benefit of creditors,
petition or take any action to petition any tribunal for the
appointment of a custodian, receiver or any trustee for it or any
of its assets, or shall commence or take any action to commence
any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution, liquidation or debtor relief
law or statute of any jurisdiction, whether now or hereafter in
effect including, without limitation, the Bankruptcy Code; or, if
there shall have been filed any such petition or application, or
any such proceeding shall have been commenced against it, which
remains unstayed and in effect for more than 60 days or in which
an order for relief is entered; or the Borrower or any Subsidiary
by any act or omission shall indicate its consent to, approval of
or acquiescence in any such petition, application or proceeding
or order for relief or the appointment of a custodian, receiver
or any trustee for it or any of its properties, or shall suffer
to exist any such custodianship, receivership or trusteeship; or

     (g)  The Borrower or any Subsidiary shall have concealed,
removed, or permitted to be concealed or removed, any part of its
property, with intent to hinder, delay or defraud its creditors
or any of them, or made or suffered a transfer of any of its
property which may be fraudulent under any bankruptcy, fraudulent
conveyance or similar law; or shall have made any transfer of its
property to or for the benefit of a creditor at a time when other
creditors similarly situated have not been paid while the
Borrower or such Subsidiary is insolvent; or shall have suffered
or permitted, while insolvent, any creditor to obtain a Lien upon
any of its property through legal proceedings or distraint which
is not vacated or bonded within 60 calendar days from the date
thereof or

     (h)  Any order, judgment or decree is entered in any
proceedings against the Borrower decreeing the dissolution of the
Borrower and such order, judgment or decree remains unstayed and
in effect for more than 10 days; or

     (i)  Any order, judgment or decree is entered in any
proceedings against the Borrower or any Subsidiary decreeing a
split-up of the Borrower or such Subsidiary which requires the
divestiture of assets representing a substantial part, or the
divestiture of the Stock of a Subsidiary whose assets represent a
substantial part, of the consolidated assets of the Borrower and
its Subsidiaries (determined in accordance with GAAP) or which
requires the divestiture of assets or Stock of a Subsidiary which
shall have contributed a Substantial Part of Consolidated Net
Earnings for any of the three fiscal years then most recently
ended, and such order, judgment or decree remains unstayed and in
effect for more than 30 days; or

     (j)  A final judgment in an amount in excess of $10,000,000
is rendered against the Borrower or any Subsidiary and, within 30
days after entry thereof, such judgment is not discharged or
execution thereof stayed pending appeal, or within 30 days after
the expiration of any such stay, such judgment is not discharged
or provided for in accordance with a court approved order; or

     (k)  Either (i) any single employer Plan or Multiemployer
Plan fails to maintain the minimum funding standard required by
Section 412 of the Code for any plan year or a waiver of such
standard is sought or granted under Section 412(d) of the Code,
or (ii) any single employer Plan or Multiemployer Plan subject to
Title IV of ERISA is or has been terminated or the subject of
termination proceedings under ERISA, or (iii) the Borrower or a
Subsidiary of the Borrower or an ERISA Affiliate has incurred a
liability to or on account of any Plan under Section 4062, 4063,
4064, 4201 or 4204 of ERISA, or (iv) the Borrower or a Subsidiary
of the Borrower has engaged in a prohibited transaction, and
there results from any of the events specified in clauses (i)
through (iv) above a liability to the PBGC or any Plan, or a
liability, penalty or tax under ERISA or Section 4975 of the
Code, as the case may be, equal to or greater than $1,000,000
that is not paid within 10 days of the due date therefor; or

     (l)  Except pursuant to their release or termination in
accordance with their terms or the terms hereof, (i) any of the
Collateral Documents shall cease, for any reason, to be in full
force and effect, or the Borrower or any other Person which is a
party to any of the Collateral Documents shall so assert, or (ii)
any Lien created by any of the Collateral Documents shall cease
to be enforceable and of the same effect and priority purported
to by created thereby; or

     (m)  The Subsidiary Guaranty shall cease, for any reason, to
be in full force and effect or the Borrower or any party thereto
shall so assert.

     Section 8.2.   Remedies on Default.

     (a)  Upon the occurrence of an Event of Default (other than
an Event of Default described in Section 8.1(f)) and during the
continuation thereof, the Agent may and, at the request of the
Required Lenders and at their option, shall (i) terminate the
obligation of each Lender to make Advances and of the L/C Issuer
to issue Letters of Credit and the Swing Line Bank to make Swing
Line Advances, and (ii) declare the Notes, including, without
limitation, principal, accrued interest and costs of collection
(including, without limitation reasonable attorneys' fees if
collected by or through an attorney at law or in any judicial
proceedings) immediately due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are
expressly waived; provided that, if the Event of Default is an
Event of Default described in Section 8.1(a) or Section 8.1(b)
and such Event of Default has been in existence for more than 25
days, the Agent, at the request of any Lender that has principal,
interest or Make Whole Premium due and owing on its Notes and at
its option, shall (i) terminate the obligation of each Lender to
make Advances and of the L/C Issuer to issue Letters of Credit
and the Swing Line Bank to make Swing Line Advances and (ii)
declare the Notes, including, without limitation, principal,
accrued interest and costs of collection (including, without
limitation reasonable attorneys' fees if collected by or through
an attorney at law or in any judicial proceedings) immediately
due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are expressly waived.

     (b)  Upon the occurrence of an Event of Default under
Section 8.1(f), (i) all obligations of the Lenders, the L/C
Issuer and the Swing Line Bank to the Borrower, including,
without limitation, all obligations to extend Loans and issue
Letters of Credit under this Agreement, shall automatically
terminate and (ii) the Notes, including, without limitation,
principal, accrued interest and costs of collection (including,
without limitation, reasonable attorneys' fees if collected by or
through an attorney at law or in bankruptcy or in any other
judicial proceedings) shall be immediately due and payable,
without presentment, demand, protest, or any other notice of any
kind, all of which are expressly waived.

     (c)  Upon the occurrence of an Event of Default and
acceleration of the Notes as provided in (a) or (b) above, the
Agent may pursue any remedy available under this Agreement, under
the Notes, or under any other Loan Document, or available at law
or in equity, all of which shall be cumulative.  The order and
manner in which the rights and remedies of the Agent under the
Loan Documents and otherwise may be exercised shall be determined
by the Required Lenders or the Agent in its discretion. The Agent
may, irrespective of whether it is taking any of the actions
described in this Section 8.2 or otherwise, make demand upon the
Borrower to, and forthwith upon such demand the Borrower will,
pay to the Agent on behalf of the Lenders in same-day funds at
the Agent's office designated in such demand, for deposit in such
interest-bearing account as the Agent shall specify (the "L/C
Cash Collateral Account"), an amount equal to 105% of the Letter
of Credit Obligations then outstanding. If at any time the Agent
determines that any funds held in the L/C Cash Collateral Account
are subject to any right or claim of any Person other than the
Agent, the L/C Issuer and the Lenders or that the total amount of
such funds is less than the amount required to be on deposit
hereunder, the Borrower will, forthwith upon demand by the Agent,
pay to the Agent, as additional funds to be deposited and held in
the L/C Cash Collateral Account, an amount equal to the excess of
(i) such amount required to be deposited hereunder over (ii) the
total amount of funds, if any, then held in the L/C Cash
Collateral Account that the Agent determines to be free and clear
of any such right and claim. The L/C Cash Collateral Account
shall be in the name and under the sole dominion and control of
the Agent. The Agent shall have no obligation to invest any
amounts on deposit in the L/C Cash Collateral Account.  The
Borrower grants to the Agent, for its benefit and the benefit of
the Lenders and the L/C Issuer, a lien on and security interest
in the L/C Cash Collateral Account and all amounts on deposit
therein as collateral security for the performance of its
obligations under this Agreement and the other Loan Documents.
The Agent shall have all rights and remedies available to it
under applicable law with respect to the L/C Cash Collateral
Account and all amounts on deposit therein.

     (d)  All payments with respect to this Agreement received by
the Agent and the Lenders, or any of them, after the occurrence
of an Event of Default and acceleration of the Notes, shall be
applied first to the costs and expenses (including attorneys'
fees and disbursements) incurred by the Agent, acting as the
Agent, and the Lenders as a result of the Default, and thereafter
paid pro rata to the Lenders in the same proportion that the
aggregate of the unpaid principal amount owing on the Notes to
each Lender, plus accrued and unpaid interest thereon, bears to
the aggregate of the unpaid principal amount owing on all the
Notes to all Lenders, plus accrued and unpaid interest thereon.
Regardless of how each Lender may treat the payments for the
purpose of its own accounting, for the purpose of computing the
Borrower's obligations hereunder and under the Notes, payments
shall be applied first, to the costs and expenses incurred by the
Agent, acting as the Agent, and the Lenders as a result of the
Default, as set forth above, second, to the payment of accrued
and unpaid fees of the Agent and the Lenders, third, to the
payment of accrued and unpaid interest on the Notes, to and
including the date of such application (ratably according to the
accrued and unpaid interest on the Loans), fourth, to the ratable
payment of the unpaid principal of the Notes, fifth, to cash
collateralize the Letter of Credit Obligations in the amount of
105% of the outstanding face amount of any Letters of Credit, and
sixth, to the payment of all other amounts then owing to the
Agent or the Lenders under the Loan Documents.  No application of
the payments will cure any Event of Default or prevent
acceleration, or continued acceleration, of amounts payable under
the Loan Documents or prevent the exercise, or continued
exercise, of rights or remedies of the Lenders hereunder or under
applicable law.

                            ARTICLE 9

                            THE AGENT

     Section 9.1.   Appointment and Authorization.  Each Lender
hereby designates Rabobank as the Agent to act as herein
specified.  Each Lender hereby irrevocably authorizes, and each
holder of any Note by the acceptance of a Note shall be deemed
irrevocably to authorize, the Agent to take such action on its
behalf under the provisions of this Agreement and the Notes and
any other instruments and agreements referred to herein and to
exercise such powers and to perform such duties hereunder and
thereunder as are specifically delegated to or required of the
Agent by the terms hereof and thereof and such other powers as
are reasonably incidental thereto.  The Agent may perform any of
its duties hereunder by or through its agents or employees.

     Section 9.2.   Nature of Duties of the Agent.  The Agent
shall have no duties or responsibilities except those expressly
set forth in this Agreement.  Neither the Agent nor any of its
officers, directors, employees or agents shall be liable for any
action taken or omitted by it as such hereunder or in connection
herewith, unless found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such
Person's gross negligence or willful misconduct.  Without
limiting in any way the standard of care established by the
immediately preceding sentence, in performing its duties and
responsibilities set forth in this Agreement, the Agent shall act
in accordance with its customary banking practices.  The Agent
shall not have by reason of this Agreement a fiduciary
relationship in respect of any Lender; and nothing in this
Agreement, expressed or implied, is intended to or shall be so
construed as to impose upon the Agent any obligations in respect
of this Agreement except as expressly set forth herein.

     Section 9.3.   Lack of Reliance on the Agent.

     (a)  Each Lender agrees that, independently and without
reliance upon the Agent, any other Lender, or the directors,
officers, agents or employees of the Agent or of any other
Lender, each Lender, to the extent it deems appropriate, has made
and shall continue to make (i) its own independent investigation
of the financial condition and affairs of the Borrower and its
Subsidiaries in connection with the taking or not taking of any
action in connection with this Agreement and the other Loan
Documents, including the decision to enter into this Agreement,
and (ii) its own appraisal of the creditworthiness of the
Borrower and its Subsidiaries.  Except for information or notices
provided to the Agent pursuant to the terms of this Agreement,
which the Agent agrees to provide each Lender timely copies
thereof, the Agent shall have no duty or responsibility, either
initially or on a continuing basis, to provide any Lender with
any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at
any time or times thereafter.

     (b)  The Agent shall not be responsible to any Lender for
the truth, accuracy or completeness of any recitals, statements,
information, representations or warranties herein or in any
document, certificate or other writing delivered in connection
herewith or for the execution, effectiveness, genuineness,
validity, enforceability, collectibility, priority or sufficiency
of this Agreement or the Notes or the financial condition of the
Borrower or its Subsidiaries or be required to make any inquiry
concerning either the performance or observance of any of the
terms, provisions or conditions of this Agreement or the Notes,
or the financial condition of the Borrower or its Subsidiaries,
or the existence or possible existence of any Default or Event of
Default.

     Section 9.4.   Certain Rights of the Agent.

     (a)  If the Agent shall request instructions from the
Required Lenders with respect to any act or action (including the
failure to act) in connection with this Agreement, the Agent
shall be entitled to refrain from such act or taking such action
unless and until the Agent shall have received instructions from
the Required Lenders and the Agent shall not incur liability to
any Person by reason of so refraining.  Without limiting the
foregoing, no Lender shall have any right of action whatsoever
against the Agent as a result of the Agent acting or refraining
from acting hereunder in accordance with the instructions of the
Required Lenders; provided, however, that the Agent shall not be
required to act or not act in accordance with any instructions of
the Required Lenders if to do so would expose the Agent to
significant liability or would be contrary to any Loan Document
or to applicable law.

     (b)  The Agent may assume that no Event of Default has
occurred and is continuing, unless the Agent has received notice
from the Borrower stating the nature of the Event of Default, or
has received notice from a Lender stating the nature of the Event
of Default and that such Lender considers the Event of Default to
have occurred and to be continuing.

     (c)  If the Agent may not, pursuant to Section 9.4(b),
assume that no Event of Default has occurred and is continuing,
the Agent shall give notice thereof to the Lenders and shall act
or not act upon the instructions of the Required Lenders,
provided that the Agent shall not be required to act or not act
if to do so would expose the Agent to significant liability or
would be contrary to any Loan Document or to applicable law, and
provided further, that if the Required Lenders fail, for five
days after the receipt of notice from the Agent, to instruct the
Agent, then the Agent, in its discretion, may act or not act as
it deems advisable for the interests of the Lenders.

     Section 9.5.   Liability of the Agent.  Neither the Agent
nor any of its respective directors, officers, agents, or
employees shall be liable for any action taken or not taken by
them under or in connection with the Loan Documents, except for
their own gross negligence or willful misconduct as determined by
a final, non-appealable judicial order.  Without limitation on
the foregoing, the Agent and its respective directors, officers,
agents, and employees:

     (a)  may treat the payee of any Note as the holder thereof
until the Agent receives notice of the assignment or transfer
thereof in form satisfactory to the Agent, signed by the payee
and may treat each Lender as the owner of that Lender's interest
in the obligations due to the Lenders for all purposes of this
Agreement until the Agent receives notice of the assignment or
transfer thereof, in form satisfactory to the Agent, signed by
that Lender;

     (b)  may consult with legal counsel, in-house legal counsel,
independent public accountants, in-house accountants and other
professionals, or other experts selected by it with reasonable
care, or with legal counsel, independent public accountants, or
other experts for the Borrower, and shall not be liable for any
action taken or not taken by it or them in good faith in
accordance with the advice of such legal counsel, independent
public accountants, or experts;

     (c)  makes no representation or warranty to any Lender and
will not be responsible to any Lender for any statement,
warranty, or representation made in any of the Loan Documents or
in any notice, certificate, report, request, or other statement
(written or oral) in connection with any of the Loan Documents;

     (d)  except to the extent expressly set forth in the Loan
Documents, shall have no duty to ascertain or inquire as to the
performance or observance by the Borrower or any other Person of
any of the terms, conditions, or covenants of any of the Loan
Documents or to inspect the property, books, or records of the
Borrower or any Subsidiary or other Person;

     (e)  shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness,
effectiveness, sufficiency, or value of any Loan Document any
other instrument or writing furnished pursuant thereto or in
connection therewith, or the creation, attachment, perfection or
priority of any Lien purported to be created under or
contemplated by any Loan Document;

     (f)  shall have no liability or responsibility to any Loan
Party for any failure on the part of any Lender to comply with
any obligation to be performed by such Lender under this
Agreement;

     (g)  shall not incur any liability by acting or not acting
in reliance upon any Loan Document, notice, consent, certificate,
document, statement, telecopier message or other instrument or
writing believed by it or them to be genuine and to have been
signed, sent or made by the proper Person; and

     (h)  shall not incur any liability for any arithmetical
error in computing any amount payable to or receivable from any
Lender hereunder, including, without limitation, payment of
principal and interest on the Notes, Loans, and other amounts;
provided that promptly upon discovery of such an error in
computation, the Agent, the Lenders, and (to the extent
applicable) the Borrower shall make such adjustments as are
necessary to correct such error and to restore the parties to the
position that they would have occupied had the error not
occurred.

     Section 9.6.   Indemnification.  Each Lender shall, ratably
in accordance with the respective outstanding principal amount of
its Loans, indemnify and hold the Agent and its directors,
officers, agents, and employees harmless against any and all
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses, or disbursements of any kind
or nature whatsoever (including, without limitation, attorneys'
fees and disbursements) that may be imposed on, incurred by, or
asserted against it or them in any way relating to or arising out
of this Agreement or any of the other Loan Documents or of the
failure by the Borrower to pay the obligations due to the Lenders
hereunder or under the Notes or any action taken or not taken by
it as the Agent under any Loan Document; provided that no Lender
shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted
from the Agent's gross negligence or willful misconduct.  Without
limitation of the foregoing, each Lender shall reimburse the
Agent upon demand for that Lender's ratable share of any cost or
expense incurred by the Agent in connection with the negotiation,
preparation, execution, delivery, administration, amendment,
waiver, refinancing, restructuring, reorganization (including a
bankruptcy reorganization), or enforcement of the Loan Documents,
to the extent that the Borrower fails to pay such cost or expense
upon demand.

     Section 9.7.   The Agent and Affiliates.  Rabobank (and each
successor Agent) has the same rights and powers under the Loan
Documents as any other Lender and may exercise the same as though
it were not the Agent; and the term the "Lender" or the "Lenders"
includes Rabobank in its individual capacity.  Rabobank (and each
successor Agent) and its Affiliates may accept deposits from,
lend money to, and generally engage in any kind of banking, trust
or other business with the Borrower and any Affiliate of the
Borrower, as if it were not the Agent and without any duty to
account therefor to the Lenders.  Rabobank (and each successor
Agent) need not account to any other Lender for any monies
received by it for reimbursement of its costs, expenses and fees
as the Agent hereunder, or for any monies received by it in its
capacity as a Lender hereunder, except as otherwise provided
herein.  This Agreement shall not be deemed to constitute a joint
venture or partnership between the Lenders.

     Section 9.8.   Successor Agent.  The Agent may resign as
such at any time by written notice to the Borrower and the
Lenders, to be effective upon a successor's acceptance of
appointment as the Agent.  In such event, the Required Lenders
shall appoint a successor Agent or Agents, who must be from among
the Lenders, subject to the Borrower's written approval so long
as no Default or Event of Default exists hereunder; provided,
that the Agent shall be entitled to appoint a successor Agent
from among the Lenders, subject to acceptance of appointment by
that successor Agent, if the Required Lenders (with the
Borrower's written approval, if required) have not appointed a
successor Agent within 30 calendar days after the date the Agent
gave notice of resignation or was removed.  Upon a successor's
acceptance of appointment as the Agent, the successor will
thereupon succeed to and become vested with all the rights,
powers, privileges, and duties of the Agent under the Loan
Documents, and the resigning the Agent will thereupon be
discharged from its duties and obligations thereafter arising
under the Loan Documents.

     Section 9.9.   Agent May File Proofs of Claim.  The Agent
may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the
Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Agent, its agents,
financial advisors and counsel) and the Lenders allowed in any
judicial proceedings relative to any Loan Party, or any of their
respective creditors or property, and shall be entitled and
empowered to collect, receive and distribute any monies,
securities or other property payable or deliverable on any such
claims and any custodian in any such judicial proceedings is
hereby authorized by each Lender to make such payments to the
Agent and, in the event that the Agent shall consent to the
making of such payments directly to the Lenders, to pay to the
Agent any amount due to the Agent for the reasonable
compensation, expenses, disbursements and advances of the Agent,
its agents, financial advisors and counsel, and any other amounts
due the Agent.  Nothing contained in this Agreement or the other
Loan Documents shall be deemed to authorize the Agent to
authorize or consent to or accept or adopt on behalf of any
Lender any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any holder
thereof, or to authorize the Agent to vote in respect of the
claim of any Lender in any such proceeding.

     Section 9.10.  Release of Collateral.

     (a)  Each Lender hereby directs the Agent to, in accordance
with the terms of this Agreement, and the Agent agrees to,
release or subordinate any Lien held by the Agent for the benefit
of Lenders:

               (i) against all of the Collateral, upon final and
indefeasible payment in full of the Obligations and termination
of this Agreement; or

               (ii)  against any part of the Collateral sold or
disposed of by the applicable Loan Party if such sale or
disposition is permitted hereunder or is otherwise consented to
by the requisite Lenders for such release as set forth in Section
10.2 hereof; or

               (iii) against any property of any Loan Party which
does not constitute Collateral under any Collateral Document.

     (b)  Each Lender hereby directs the Agent to, and the Agent
hereby agrees to, execute and deliver or file such termination
and partial release statements and do such other things as are
reasonably necessary to release Liens to be released pursuant to
this Section promptly upon the effectiveness of any such release.
Upon request by the Agent at any time, the Lenders will confirm
in writing the Agent's authority to release particular types or
items of Collateral pursuant to this Section.

     Section 9.11.  Syndication Agent.  It is expressly
acknowledged and agreed by the Agent, each Lender and the
Borrower, for the benefit of the Syndication Agent, that the
Syndication Agent, in such capacity, has no duties or obligations
whatsoever with respect to this Agreement, the Notes or any other
document or any matter related thereto.

                           ARTICLE 10

                          MISCELLANEOUS

     Section 10.1   Notices.  All notices, requests and other
communications to any party hereunder shall be in writing
(including bank wire, telecopy or similar teletransmission or
writing) and shall be given to such party at its address or
applicable teletransmission number set forth on the signature
pages hereof or with respect to the Tranche B Term Loan Lenders,
as set forth in Annex 1, or such other address or applicable
teletransmission number as such party may hereafter specify by
notice to the Agent and the Borrower.  Each such notice, request
or other communication shall be effective (a) if given by
telecopy, when such telecopy is transmitted to the telecopy
number specified in this Section and the appropriate answerback
is received, (b) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid, or (c) if given by any other
means (including, without limitation, by air courier), when
delivered or received at the address specified in this Section;
provided that notices to the Agent shall not be effective until
received.

     Section 10.2.  Amendments, Etc.  No amendment or waiver of
any provision of this Agreement or the other Loan Documents, nor
consent to any departure by any party therefrom, shall in any
event be effective unless the same shall be in writing and signed
by the Required Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific
purpose for which given; provided that no amendment, waiver or
consent shall, unless in writing and signed by:

           (a)      all the Lenders do any of the following:  (i)
waive any of the conditions specified in Section 4.1, (ii)
increase the Commitments or other contractual obligations of any
Lender to the Borrower under this Agreement, (iii) change the
percentage of the Commitments, or the number or identity of the
Lenders which shall be required for the Lenders or any of them to
take any action hereunder, (iv) release any material Subsidiary
from liability under the Subsidiary Guaranty, (v) release any
material Collateral; (vi) modify the definition of "Required
Lenders", or (vii) modify this Section 10.2;

          (b)  all the Lenders with a 364-Day Line of Credit
Commitment do any of the following: (i) reduce the principal of,
or rate of interest or fees on, the 364-Day Loans, or subordinate
any rights of any Lender with respect to such Lender's 364- Day
Loans, or (ii) postpone or extend any scheduled date fixed for
the payment in respect of principal of, or interest or fees on,
the 364-Day Loans hereunder;

          (c)  all the Lenders with a Tranche A Term Loan
Commitment do any of the following: (i) reduce the principal of,
or rate of interest or fees on, the Tranche A Term Loans, or
subordinate any rights of any Lender with respect to such
Lender's Tranche A Term Loans, or (ii) postpone or extend any
scheduled date fixed for the payment in respect of principal of,
or interest or fees on, the Tranche A Term Loans hereunder; and

          (d)  all the Lenders with a Tranche B Term Loan
Commitment do any of the following: (i) reduce the principal of,
Make Whole Premium, or rate of interest or fees on, the Tranche B
Term Loans, or subordinate any rights of any Lender with respect
to such Lender's Tranche B Term Loans, or (ii) postpone or extend
any scheduled date fixed for the payment in respect of principal
of, Make Whole Premium, or interest or fees on, the Tranche B
Term Loans hereunder.

          Notwithstanding the foregoing, (i) no amendment, waiver
or consent shall, unless in writing and signed by the Agent in
addition to the Lenders required hereinabove to take such action,
affect the rights or duties of the Agent under this Agreement or
under any other Loan Document, (ii) no amendment, waiver or
consent shall, unless in writing and signed by the L/C Issuer in
addition to the Lenders required hereinabove to take such action,
affect the rights or duties of the L/C issuer under this
Agreement or under any other Loan Document,  (iii) any Lender
may, without the consent of any other Lender, waive its right to
receive its share of any mandatory prepayment of its Loans
hereunder, and (iv) no amendment, waiver or consent shall be
effective without the consent of Tranche B Term Loan Lenders
holding Tranche B Term Loans representing a majority of the
outstanding principal amount of Tranche B Term Loans if such
amendment, waiver or consent is for the primary purpose of
adversely affecting the rights of the Tranche B Term Loan Lenders
in a manner in which the other Lenders are not likewise adversely
affected or amends or waives any financial covenant set forth in
Section 7.1 for any period after the then current Tranche A Term
Loan Maturity Date.

     Section 10.3.  No Waiver; Remedies Cumulative.  No failure
or delay on the part of the Agent, any Lender or any holder of a
Note in exercising any right or remedy hereunder or under any
other Loan Document, and no course of dealing between any
Borrower and the Agent, any Lender or the holder of any Note
shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy hereunder or under any
other Loan Document preclude any other or further exercise
thereof or the exercise of any other right or remedy hereunder or
thereunder.  The rights and remedies herein expressly provided
are cumulative and not exclusive of any rights or remedies which
the Agent, any Lender or the holder of any Note would otherwise
have.  No notice to or demand on Borrower not required hereunder
or under any other Loan Document in any case shall entitle
Borrower to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the rights of the
Agent, the Lenders or the holder of any Note to any other or
further action in any circumstances without notice or demand.

     Section 10.4.  Payment of Expenses, Etc.  The Borrower
shall:

     (a)  (i) whether or not the transactions hereby contemplated
are consummated, pay on demand all costs and expenses of the
Agent in connection with the preparation, execution, delivery,
administration, modification and amendment of the Loan Documents
at any time (including without limitation (A) all due diligence,
syndication, transportation, computer, duplication, IntraLinks,
appraisal, audit, insurance and consultant fees and expenses, and
(B) the reasonable fees and expenses of counsel (including the
allocated costs of in-house counsel) for the Agent with respect
thereto, with respect to advising the Agent as to its rights and
responsibilities, or the perfection, protection or preservation
of rights or interests, under the Loan Documents, with respect to
negotiations with any Loan Party or with other creditors of any
Loan Party arising out of any Default or any events or
circumstances that may give rise to a Default and with respect to
presenting claims in or otherwise participating in or monitoring
any bankruptcy, insolvency or other similar proceeding involving
creditors' rights generally and any proceeding ancillary
thereto),  and (ii) pay on demand all costs and expenses of the
Agent, the L/C Issuer and each Lender in connection with the
enforcement of the Loan Documents against any Loan Party during
the existence of any Default or Event of Default, whether in any
action, suit or litigation, any bankruptcy, insolvency or other
similar proceeding affecting creditors' rights generally or
otherwise (including without limitation the reasonable fees and
expenses of counsel (including the allocated costs of in-house
counsel) for the Agent, the L/C Issuer and each Lender with
respect thereto);

     (b)  subject, in the case of certain Taxes, to the
applicable provisions of Section 3.11(b), pay and hold each of
the Agent, the L/C Issuer and the Lenders harmless from and
against any and all present and future stamp, documentary, and
other similar Taxes with respect to this Agreement, the Notes and
any other Loan Documents, any Collateral, or any payments due
thereunder, and save each of the Agent, the L/C Issuer and the
Lenders harmless from and against any and all liabilities with
respect to or resulting from any delay or omission to pay such
Taxes; and

     (c)  indemnify the Agent, the L/C Issuer and each Lender,
and their respective officers, directors, employees,
representatives and agents from, and hold each of them harmless
against, any and all costs, losses, liabilities, claims, damages
or expenses incurred by any of them (whether or not any of them
is designated a party thereto) (an "Indemnitee") arising out of
or by reason of any investigation, litigation or other proceeding
related to any actual or proposed use of any Letter of Credit or
the proceeds of any of the Loans or any Person's entering into
and performing of the Agreement, the Notes, or the other Loan
Documents, including, without limitation, the reasonable fees
actually incurred and disbursements of counsel (including foreign
counsel and allocated costs of in-house counsel) incurred in
connection with any such investigation, litigation or other
proceeding; provided, however, the Borrower shall not be
obligated to indemnify any Indemnitee for any of the foregoing
found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnitee's gross
negligence or willful misconduct;

     (d)  without limiting the indemnities set forth in
subsection (c) above, indemnify each Indemnitee for any and all
expenses and costs (including without limitation, remedial,
removal, response, abatement, cleanup, investigative, closure and
monitoring costs), losses, claims (including claims for
contribution or indemnity and including the cost of investigating
or defending any claim and whether or not such claim is
ultimately defeated, and whether such claim arose before, during
or after Borrower's ownership, operation, possession or control
of its business, property or facilities or before, on or after
the date hereof, and including also any amounts paid incidental
to any compromise or settlement by the Indemnitee or Indemnitees
to the holders of any such claim), lawsuits, liabilities,
obligations, actions, judgments, suits, disbursements,
encumbrances, liens, damages (including without limitation
damages for contamination or destruction of natural resources),
penalties and fines of any kind or nature whatsoever (including
without limitation in all cases the reasonable fees actually
incurred, other charges and disbursements of counsel, including
allocated costs of in-house counsel, in connection therewith)
incurred, suffered or sustained by that Indemnitee based upon,
arising under or relating to Environmental Laws based on, arising
out of or relating to in whole or in part, the existence or
exercise of any rights or remedies by any Indemnitee under this
Agreement, any other Loan Document or any related documents (but
excluding those incurred, suffered or sustained by any Indemnitee
as a result of any action taken by or on behalf of the Lenders
with respect to any Subsidiary of the Borrower (or the assets
thereof) owned or controlled by the Lenders.

If and to the extent that the obligations of the Borrower under
this Section 10.4 are unenforceable for any reason, the Borrower
hereby agrees to make the maximum contribution to the payment and
satisfaction of such obligations which is permissible under
applicable law.

     Section 10.5.  Benefit of Agreement.

     (a)  This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and
assigns of the parties hereto, provided that the Borrower may not
assign or transfer any of its interest hereunder without the
prior written consent of the Lenders.  Nothing in this Agreement
express or implied is intended or shall be construed to give any
Person other than the Parties hereto any legal or equitable
right, remedy or claim under or in respect of this Agreement or
any covenant, condition or provision herein contained, and all
such covenants conditions and provisions are and shall be held to
be for the sole and exclusive benefit of the parties hereto and
their respective successors and assigns; provided however,
CoBank, ACB and The Prudential Insurance Company of America shall
each be deemed a third party beneficiary of the provisions of
Section 3.1(e) and Section 3.10(f), and neither of such Sections
nor this sentence shall be amended, modified, or waived without
the prior written consent of each of them.

     (b)  Any Lender may make, carry or transfer Loans at, to or
for the account of, any of its branch offices or the office of an
Affiliate of such Lender.

     (c)  (i) Each Lender may assign all or a portion of its
interests, rights and obligations under this Agreement (including
all or a portion of any of its Commitments and the Loans at the
time owing to it and the Notes held by it) to any Eligible
Assignee; provided, however, that other than in the case of any
assignment of the Tranche B Term Loans, (A) the Agent and the
Borrower must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld or delayed, and
provided that the consent of the Borrower shall not be required
if an Event of Default has occurred and is continuing) unless
such assignment is to an Affiliate of the assigning Lender, and
(B) the amount of the Commitments, in the case of assignment of
the Commitments, or Loans, in the case of assignment of Loans, of
the assigning Lender subject to each assignment (determined as of
the date the assignment and acceptance with respect to such
assignment is delivered to the Agent), shall not be less than
$5,000,000.  The parties to each such assignment shall execute
and deliver to the Agent an Assignment and Acceptance, together
with a Note or Notes subject to such assignment and, unless such
assignment is to an Affiliate of such Lender, a processing and
recordation fee of $3,500.  The Borrower shall not be responsible
for such processing and recordation fee or any costs or expenses
incurred by any Lender or the Agent in connection with such
assignment.  From and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least
five (5) Business Days after the execution thereof, the assignee
thereunder shall be a party hereto and to the extent of the
interest assigned by such Assignment and Acceptance, have the
rights and obligations of a Lender under this Agreement.  Within
five (5) Business Days after receipt of the notice and the
Assignment and Acceptance, the Borrower, at its own expense,
shall execute and deliver to the Agent, in exchange for the
surrendered Note or Notes, a new Note or Notes to the order of
such assignee in a principal amount equal to the applicable
Commitments or Loans assumed by it pursuant to such Assignment
and Acceptance and new Note or Notes to the assigning Lender in
the amount of its retained Commitment or Commitments or amount of
its retained Loans.  Such new Note or Notes shall be in an
aggregate principal amount equal to the aggregate principal
amount of such surrendered Note or Notes, shall be dated the date
of the surrendered Note or Notes which they replace, and shall
otherwise be in substantially the form attached hereto.

     (ii)      The Notes representing the Tranche B Term Loans
are to be issued and are assignable in whole or in part as
registered securities on the books and records of the Borrower
without coupons in denominations of at least $1,500,000, except
as may be necessary to reflect any principal amount less than
$1,500,000, and may be exchanged for one or more Notes of any
authorized denomination and like class and aggregate outstanding
principal amount.  Upon transfer of any Tranche B Term Note, a
pro rata portion of the transferring Tranche B Term Lender's
Tranche B Term Loan Commitment shall be transferred to the
transferee of such Tranche B Term Loan Note.  The Borrower shall
keep at its principal executive office a register in which the
Borrower shall record the registrations of the Notes representing
the Tranche B Term Loans and the names and addresses of the
holder thereof from time to time.  Upon surrender of a Note
representing a Tranche B Term Loan to the Borrower for
registration of assignment endorsed or accompanied by a written
instrument of assignment duly executed by the registered holder
or its attorney duly authorized in writing and accompanied by the
address for notices, the Borrower shall at its expense (except as
provided below), execute and deliver one or more replacement
Notes of like tenor and class and of a like aggregate amount,
registered in the name of such holder or its assignees or
assignees.  Each new Note will bear interest from the date on
which interest was last paid on the surrendered Note or the date
of issue of the surrendered Note if no interest has yet been paid
thereon.  The Borrower may require payment of a sum sufficient to
cover any stamp tax or governmental charge imposed in respect of
any such assignment.  Upon receipt of written notice from a
holder of a Note representing a Tranche B Term Loan of the loss,
theft, destruction or mutilation of such Note and, in the case of
any such loss, theft or destruction, upon receipt of an
indemnification agreement of such holder satisfactory to the
Borrower, or in the case of any such mutilation upon surrender
and cancellation of such Note, the Borrower will make and deliver
a new Note, at its expense, of like tenor and class, in lieu of
the lost, stolen, destroyed or mutilated Note, and each new Note
will bear interest from the date on which interest was last paid
on such lost, stolen, destroyed or mutilated Note or if no
interest has yet been paid thereon, the date of issue of such
lost, stolen, destroyed or mutilated Note.   Notwithstanding
anything in the foregoing to the contrary, no Tranche B Term Loan
Lender may assign any Note representing a Tranche B Term Loan or
any interest therein to a competitor of the Borrower.

     (d)  Each Lender may, without the consent of the Borrower or
the Agent, sell participations to one or more banks or other
entities in all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments in
the Loans owing to it and the Notes held by it), provided,
however, that (other than in the case of a Tranche B Term Lender)
(i) no Lender may sell a participation in its aggregate
Commitments or Loans (after giving effect to any permitted
assignment hereof) in an amount in excess of fifty percent (50%)
of such aggregate Commitments or Loans, and the selling Lender
must retain after the sale of such participation a minimum
aggregate amount of Commitments or Loans, as the case may be, of
$10,000,000, provided, however, sales of participations to an
Affiliate of such Lender shall not be included in such
calculation; provided, however, no such maximum amount shall be
applicable to any such participation sold at any time there
exists an Event of Default hereunder, (ii) such Lender's
obligations under this Agreement shall remain unchanged, (iii)
such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, and (iv) the
participating bank or other entity shall not be entitled to the
benefit (except through its selling Lender) of the cost
protection provisions contained in Article 3 of this Agreement,
and (v) the Borrower and the Agent and other Lenders shall
continue to deal solely and directly with each Lender in
connection with such Lender's rights and obligations under this
Agreement and the other Loan Documents, and such Lender shall
retain the sole right to enforce the obligations of the Borrower
relating to the Loans and to approve any amendment, modification
or waiver of any provisions of this Agreement.  Any Lender
selling a participation hereunder shall provide prompt written
notice to the Borrower of the name of such participant.

     (e)  Any Lender or participant may, in connection with the
assignment or participation or proposed assignment or
participation, pursuant to this Section, disclose to the assignee
or participant or proposed assignee or participant any
information relating to the Borrower or the Subsidiaries
furnished to such Lender by or on behalf of the Borrower or any
Subsidiary.  With respect to any disclosure of confidential, non-
public, proprietary information, such proposed assignee or
participant shall agree to use the information only for the
purpose of making any necessary credit judgments with respect to
this credit facility and not to use the information in any manner
prohibited by any law, including without limitation, the
securities laws of the United States.  The proposed participant
or assignee shall agree not to disclose any of such information
except (i) to directors, employees, auditors or counsel to whom
it is necessary to show such information, each of whom shall be
informed of the confidential nature of the information and shall
agree to use the information and to hold the information as
confidential all in the same manner described above, (ii) in any
statement or testimony pursuant to a subpoena or order by any
court, governmental body or other agency asserting jurisdiction
over such entity, or as otherwise required by law (provided prior
notice is given to the Borrower and the Agent unless otherwise
prohibited by the subpoena, order or law), and (iii) upon the
request or demand of any regulatory agency or authority with
proper jurisdiction.  The proposed participant or assignee shall
further agree to return all documents or other written material
and copies thereof received from any Lender, the Agent or the
Borrower relating to such confidential information unless
otherwise properly disposed of by such entity.

     (f)  Any Lender may at any time assign all or any portion of
its rights in this Agreement and the Notes issued to it to a
Federal Reserve Bank; provided that no such assignment shall
release the Lender from any of its obligations hereunder.

     (g)  Notwithstanding anything to the contrary set forth in
this Section 10.5, on and as of the Closing Date, subject to the
conditions set forth in Section 4.1 hereof, each of the Departing
Lenders and the Lenders hereunder shall sell, assign and
transfer, or purchase and assume, as the case may be, such
interests in the 364-Day Loans, Tranche A Term Loans, 364-Day
Line of Credit Commitments, and Tranche A Term Loan Commitments,
in each case, outstanding immediately prior to the Closing Date
(or as increased hereunder), as shall be necessary so that, after
giving effect to all such assignments and purchases, the 364-Day
Line of Credit Commitments and the Tranche A Term Loan
Commitments will be held by the Lenders hereunder as set forth,
respectively, on the signature pages hereto.  The assignments and
purchases provided for in this Section 10.5(g) shall be without
recourse, warranty or representation, except that each Departing
Lender assigning any interest shall be deemed to have represented
that it is the legal and beneficial owner of the interests
assigned by it and that such interests are free and clear of any
adverse claim. The purchase price for each such assignment and
purchase shall equal the principal amount of the Loans purchased
and shall be payable to the Agent for distribution to the Lenders
and Departing Lenders, respectively.  Concurrently with the
effectiveness of the assignments and purchases provided for
above, the Departing Lenders shall cease to be parties to the
Existing Credit Agreement and shall be released from all further
obligations thereunder; provided, however, that the Departing
Lender shall continue to be entitled to the benefits of Sections
3.11(b), 3.14, 3.15, 3.19 and 10.4 of the Existing Loan Agreement
as in effect immediately prior to the Closing Date.  Promptly
after the Closing Date, all Departing Lenders shall return the
Notes issued to such Departing Lender under the Existing Credit
Agreement to the Agent.

     Section 10.6.  Governing Law; Submission to Jurisdiction,
Etc.

     (a)  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND UNDER THE NOTES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT
TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF NEW
YORK.

     (b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK, OR ANY NEW YORK COURT SITTING IN NEW YORK COUNTY, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND THE
BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING
IN SUCH RESPECTIVE JURISDICTIONS.

     (c)  THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH
MAILING.

     (d)  Nothing herein shall affect the right of the Agent, any
Lender, any holder of a Note or any party to serve process in any
other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Borrower in any other jurisdiction.

     (e)  Any controversy or disagreement regarding any of the
Loan Documents may be settled by arbitration if unanimously
agreed upon by the Borrower, the Agent and each Lender (with it
being understood that each of such parties shall be entitled to
make such a decision in its sole and absolute discretion).
Notwithstanding anything to the contrary contained in this
Agreement, in no event shall arbitration be a condition precedent
to any right of legal action or right of equity.  Any such
arbitration (if selected by the Borrower, the Agent, and the
Lenders) shall be conducted in a manner which is acceptable to
all of such parties.

     Section 10.7.  Independent Nature of the Lenders' Rights.
The amounts payable at any time hereunder to each Lender shall be
a separate and independent debt, and each Lender shall be
entitled to protect and enforce its rights pursuant to this
Agreement and its Notes, and it shall not be necessary for any
other Lender to be joined as an additional party in any
proceeding for such purpose.

     Section 10.8.  Counterparts.  This Agreement may be executed
in any number of counterparts and by the different parties hereto
on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together
constitute one and the same instrument.

     Section 10.9.  Effectiveness; Survival.

     (a)  This Agreement shall become effective as of the Closing
Date when all of the parties hereto shall have signed a
counterpart hereof (whether the same or different counterparts)
and shall have delivered the same to the Agent.

     (b)  The obligations of the Borrower under Sections 3.11(b),
3.14, 3.15, 3.19, and 10.4 shall survive after the payment in
full of the Notes after the final Maturity Date.  All
representations and warranties made herein, in the certificates,
reports, notices, and other documents delivered pursuant to this
Agreement shall survive the execution and delivery of this
Agreement, the other Loan Documents, and such other agreements
and documents, the making of the Loans hereunder, and the
execution and delivery of the Notes.

     Section 10.10. Severability.  In case any provision in or
obligation under this Agreement or the other Loan Documents shall
be invalid, illegal or unenforceable, in whole or in part, in any
jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or
obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

     Section 10.11. Independence of Covenants.  All covenants
hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitation of, another covenant,
shall not avoid the occurrence of a Default or an Event of
Default if such action is taken or condition exists.

     Section 10.12. Change in Accounting Principles, Fiscal Year
or Tax Laws.  If (a) any change in the preparation of the
financial statements referred to in Section 5.1 or 6.1 hereafter
occasioned by the promulgation of rules, regulations,
pronouncements and opinions by or required by the Financial
Accounting Standards Board or the American Institute of Certified
Public Accountants (or successors thereto or agencies with
similar functions) results in a material change in the method of
calculation of financial covenants, standards or terms found in
this Agreement, (b) there is any change in the Borrower's fiscal
quarter or fiscal year, or (c) there is a material change in
federal tax laws which materially affects the Borrower's or any
of the Subsidiaries' ability to comply with the financial
covenants, standards or terms found in this Agreement, the
Borrower and the Required Lenders agree to enter into
negotiations in order to amend such provisions so as to equitably
reflect such changes with the desired result that the criteria
for evaluating Borrower's or any of the Subsidiaries' financial
condition shall be the same after such changes as if such changes
had not been made.  Unless and until such provisions have been so
amended, the provisions of this Agreement shall govern.

     Section 10.13. Headings Descriptive; Entire Agreement.  The
headings of the several sections and subsections of this
Agreement are inserted for convenience only and shall not in any
way affect the meaning or construction of any provision of this
Agreement.  This Agreement, the other Loan Documents, and the
agreements and documents required to be delivered pursuant to the
terms of this Agreement constitute the entire agreement among the
parties hereto and thereto regarding the subject matters hereof
and thereof and supersede all prior agreements, representations
and understandings related to such subject matters.

     Section 10.14. Time is of the Essence.  Time is of the
essence in interpreting and performing this Agreement and all
other Loan Documents.

     Section. 10.15.     Usury.  It is the intent of the parties
hereto not to violate any federal or state law, rule or
regulation pertaining either to usury or to the contracting for
or charging or collecting of interest, and the Borrower and the
Lenders agree that, should any provision of this Agreement or of
the Notes, or any act performed hereunder or thereunder, violate
any such law, rule or regulation, then the excess of interest
contracted for or charged or collected over the maximum lawful
rate of interest shall be applied to the outstanding principal
indebtedness due to the Lenders by the Borrower under this
Agreement.

     Section 10.16. Construction.  Should any provision of this
Agreement require judicial interpretation, the parties hereto
agree that the court interpreting or construing the same shall
not apply a presumption that the terms hereof shall be more
strictly construed against one party by reason of the rule of
construction that a document is to be more strictly construed
against the party who itself or through its agents prepared the
same, it being agreed that the Borrower, the Agent, the Lenders
and their respective agents have participated in the preparation
hereof.

     Section 10.17. Loan Documents.  All references to "Credit
Agreement" or "Amended and Restated Credit Agreement" in any Loan
Document (including, without limitation, the Tranche B Term
Notes) shall hereafter refer to this Agreement, as amended,
restated or modified from time to time.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their duly
authorized officers as of the day and year first above written.



BORROWER:                        GOLD KIST INC.

Address

244 Perimeter Center Parkway,    By: /s/ Stephen O. West
N.E.                              Name: Stephen O. West
Atlanta, Georgia 30346            Title: CFO and Treasurer
Telecopy No.:  404-393-5421
Attention:  Mr. Stephen O. West


                                 By:
                                  Name:
                                  Title:

                                         [CORPORATE SEAL]

AGENT, L/C ISSUER AND LENDER:    COOPERATIEVE CENTRALE
                                 RAIFFEISEN-BOERENLEENBANK B.A.,
Address:                         "RABOBANK NEDERLAND", NEW YORK
                                 BRANCH
245 Park Avenue
New York, New York 10167-0062
Telecopy No.:  212-916-7930
Attention:  Corporate
Securities Dept.                 By: /s/ Edward J. Peyser
                                  Name: Edward J. Peyser
                                  Title: Managing Director


                                 By: /s/ Michael T. Fabiano
                                  Name: Michael T. Fabiano
                                  Title: Vice President


364-DAY LINE OF CREDIT COMMITMENT      $26,829,268.29   24.39024
                                                            %

TRANCHE A TERM LOAN COMMITMENT         $23,170,731.71   24.39024
                                                            %

TRANCHE B TERM LOAN COMMITMENT             $0.00           0%


PAYMENT OFFICE:
245 Park Avenue
New York, New York 10167-0062

LENDER:                          SUNTRUST BANK

Address
303 Peachtree Street, 3rd Floor
Atlanta, Georgia 30308           By: /s/ Hugh E. Brown
Telecopy No.:  404-230-5305       Name: Hugh E. Brown
Attention:  Hugh Brown            Title: Vice President


                                 By:
                                  Name:
                                  Title:



364-DAY LINE OF CREDIT COMMITMENT      $18,790,487.80   17.07317
                                                            %

TRANCHE A TERM LOAN COMMITMENT         $16,219,512.20   17.07317
                                                            %

TRANCHE B TERM LOAN COMMITMENT             $0.00           0%




PAYMENT OFFICE:
25 Park Avenue
Atlanta, Georgia 30302



LENDER:                          FORTIS BANK (NEDERLAND) N.V.

Address

                                 By: /s/ A. J. van Balen -
                                 Roeloffs
                                  Name: A. J. van Balen -
                                 Roeloffs
                                  Title: Senior Account Manager


                                 By: /s/ YCM Van der Kloef
                                  Name:  YCM Van der Kloef
                                  Title:  Deputy Director



364-DAY LINE OF CREDIT COMMITMENT      $8,048,780.49    7.31707%

TRANCHE A TERM LOAN COMMITMENT         $6,951,219.51    7.31707%

TRANCHE B TERM LOAN COMMITMENT             $0.00           0%




PAYMENT OFFICE:







LENDER:                          HARRIS TRUST AND SAVINGS BANK

Address

111 West Monroe Street           By: /s/ Philip Langheim
18th Floor West                   Name: Philip Langheim
Chicago, Illinois 60603           Title: Vice President
Telecopy No.:  312-765-8095
Attention:  John Carley


                                 By:
                                  Name:
                                  Title:



364-DAY LINE OF CREDIT COMMITMENT      $10,731,707.32   9.75610%

TRANCHE A TERM LOAN COMMITMENT         $9,268,292.68    9.75610%

TRANCHE B TERM LOAN COMMITMENT             $0.00           0%




PAYMENT OFFICE:
111 West Monroe Street
17th Floor West
Chicago, Illinois 60603


LENDER:                          U.S. BANK NATIONAL ASSOCIATION

Address

950 17th Street                  By: /s/ Kathi Hatch
Suite 350                         Name: Kathi Hatch
Denver, Colorado 80202-2868       Title: Assistant Vice
Telecopy No.:  303-585-4732      President
Attention:  Kathi L. Hatch


                                 By:
                                  Name:
                                  Title:



364-DAY LINE OF CREDIT COMMITMENT      $8,048,780.49    7.31707%

TRANCHE A TERM LOAN COMMITMENT         $6,951,219.51    7.31707%

TRANCHE B TERM LOAN COMMITMENT             $0.00           0%



PAYMENT OFFICE:
950 17th Street
Suite 350
Denver, Colorado 80202-2868



LENDER:                          COBANK, ACB

Address

5500 S. Quebec Street            By:  /s/ Kenneth L. Warlick
Greenwood Village, Colorado       Name: Kenneth L. Warlick
80111                             Title: Vice President
Telecopy No.:  303-694-5850
Attention:  Greg Somerholder


                                 By:
                                  Name:
                                  Title:



364-DAY LINE OF CREDIT COMMITMENT      $5,365,853.66    4.87805%

TRANCHE A TERM LOAN COMMITMENT         $4,634,146.34    4.87805%

TRANCHE B TERM LOAN COMMITMENT             $0.00           0%




PAYMENT OFFICE:
5500 S. Quebec Street
Greenwood Village, Colorado 80111


LENDER:                          NATEXIS BANQUES POPULAIRES

Address

1251 Avenue of Americas          By: /s/ Stephen A. Jendras
New York, New York 10020          Name: Stephen A. Jendras
Telecopy No.:  212-354-9095       Title:  Vice President
Attention:  Steve
Jendras/Lourdes Nieves


                                 By: /s/ Guillaume de Parscau
                                  Name: Guillaume de Parscau
                                  Title: First Vice President
                                 and Manager



364-DAY LINE OF CREDIT COMMITMENT      $5,365,853.66    4.87805%

TRANCHE A TERM LOAN COMMITMENT         $4,634,146.34    4.87805%

TRANCHE B TERM LOAN COMMITMENT             $0.00           0%




PAYMENT OFFICE:






LENDER:                          BANK OF AMERICA, N.A.

Address

600 Peachtree Street, N.E.       By: /s/ William H. Powell
13th Floor                        Name: William H. Powell
Atlanta, Georgia 30308            Title:  Vice President
Telecopy No.:
Attention:  Daphne Willis


                                 By:
                                  Name:
                                  Title:



364-DAY LINE OF CREDIT COMMITMENT      $10,731,707.32    9.75610%

TRANCHE A TERM LOAN COMMITMENT         $9,268,292.68     9.75610%

TRANCHE B TERM LOAN COMMITMENT             $0.00            0%




PAYMENT OFFICE:




LENDER:                        THE CIT GROUP/BUSINESS CREDIT,
                               INC.
Address

1200 Ashwood Parkway           By: /s/ James H. Cooper
Suite 150                       Name: James H. Cooper
Atlanta, Georgia 30338          Title: Vice President
Telecopy No.:  770-522-7673
Attention:  Levi Schatz


                               By: /s/ Patrick Bickers
                                Name: Patrick Bickers
                                Title: Senior Vice President



364-DAY LINE OF CREDIT COMMITMENT      $8,048,780.49    7.31707%

TRANCHE A TERM LOAN COMMITMENT         $6,951,219.51    7.31707%

TRANCHE B TERM LOAN COMMITMENT             $0.00           0%




PAYMENT OFFICE:
1200 Ashwood Parkway
Suite 150
Atlanta, Georgia 30338



LENDER:                        GREENSTONE FARM CREDIT SERVICES,
                               FLCA
Address

1760 Abbey Road, Suite 200     By: /s/ R. A. Schroeder
East Lansing, Michigan 48823    Name: R. A. Schroeder
                                Title: Senior Vice President



                               By: /s/ David Armstrong
                                Name: David Armstrong
                                Title:  Executive Vice President



364-DAY LINE OF CREDIT COMMITMENT      $8,048,780.49    7.31707%

TRANCHE A TERM LOAN COMMITMENT         $6,951,219.51    7.31707%

TRANCHE B TERM LOAN COMMITMENT             $0.00           0%




PAYMENT OFFICE:




LENDER:                        JOHN HANCOCK LIFE INSURANCE
                               COMPANY
Address

John Hancock  Life Insurance   By:  /s/ Scott A. McFetridge
Company  200  Clarendon St.     Name: Scott A. McFetridge
Boston, MA 02117                Title:  Managing Director
Attn: Bond Group - Food Team,
T-57    Fax: (617) 572-1165


with copy to:
John Hancock  Life Insurance
Company  200  Clarendon St.
Boston, MA 02117               By:
Attn: Investment Law, T-30      Name:
Fax: (617) 572-9269             Title:



364-DAY LINE OF CREDIT COMMITMENT          $0.00           0%

TRANCHE A TERM LOAN COMMITMENT             $0.00           0%

TRANCHE B TERM LOAN COMMITMENT         $31,500,000.00      70%




LENDER:                        JOHN HANCOCK VARIABLE LIFE
                               INSURANCE COMPANY
Address

John Hancock  Life Insurance   By: /s/ Scott A. McFetridge
Company  200  Clarendon St.     Name: Scott A. McFetridge
Boston, MA 02117                Title: Managing Director
Attn: Bond Group - Food Team,
T-57    Fax: (617) 572-1165


with copy to:
John Hancock  Life Insurance
Company  200  Clarendon St.
Boston, MA 02117               By:
Attn: Investment Law, T-30      Name:
Fax: (617) 572-9269             Title:



364-DAY LINE OF CREDIT COMMITMENT          $0.00           0%

TRANCHE A TERM LOAN COMMITMENT             $0.00           0%

TRANCHE B TERM LOAN COMMITMENT         $1,500,000.00    3.333333
                                                           3%



LENDER:                        SIGNATURE 4 LIMITED

                               By: John Hancock Life Insurance
                                  Company, as Portfolio Advisor
Address

John Hancock  Life Insurance   By: /s/ Scott A. McFetridge
Company  200  Clarendon St.     Name:  Scott A. McFetridge
Boston, MA 02117                Title: Managing Director
Attn: Bond Group - Food Team,
T-57    Fax: (617) 572-1165


with copy to:
John Hancock  Life Insurance
Company  200  Clarendon
Street
Boston, MA 02117
Attn: Investment Law, T-30
Fax: (617) 572-9269


364-DAY LINE OF CREDIT COMMITMENT          $0.00           0%

TRANCHE A TERM LOAN COMMITMENT             $0.00           0%

TRANCHE B TERM LOAN COMMITMENT         $7,000,000.00    15.555555
                                                           6%



LENDER:                        SIGNATURE 5 L.P.

                               By:     John Hancock Life
                                  Insurance Company, as
                                  Portfolio Advisor
Address

John Hancock  Life Insurance   By: /s/ Scott A. McFetridge
Company  200  Clarendon St.     Name: Scott A. McFetridge
Boston, MA 02117                Title: Managing Director
Attn: Bond Group - Food Team,
T-57    Fax: (617) 572-1165


with copy to:
John Hancock  Life Insurance
Company  200  Clarendon St.
Boston, MA 02117
Attn: Investment Law, T-30
Fax: (617) 572-9269


364-DAY LINE OF CREDIT COMMITMENT          $0.00           0%

TRANCHE A TERM LOAN COMMITMENT             $0.00           0%

TRANCHE B TERM LOAN COMMITMENT         $2,000,000.00    4.444444
                                                           4%



LENDER:                        MELLON BANK, N.A., solely in its
                               capacity as Trustee for the Bell
                               Atlantic Master Trust as directed
                               by John Hancock Life Insurance
                               Company, and not in its
                               individual capacity
Address

Mellon Bank, N.A.              By: /s/ Carole Bruno
Three Mellon Bank Center,       Name: Carole Bruno
Room 153-3610                   Title: Authorized Signatory
Pittsburgh, PA 15259
Attn: Principal and Interest
Unit
Fax: (412) 236-0120



                               By:
                                Name:
                                Title:



364-DAY LINE OF CREDIT COMMITMENT          $0.00           0%

TRANCHE A TERM LOAN COMMITMENT             $0.00           0%

TRANCHE B TERM LOAN COMMITMENT          $___________    _______%
                                            $3,000,000.00
6.6666667%


     The undersigned Departing Lender consents to the amendment
and restatement of the Existing Credit Agreement and agrees to be
bound by Section 10.5(g) of this Agreement.

DEPARTING LENDER:
                               DZ BANK AG DEUTSCHE ZENTRAL-
                               GENOSSENSCHAFTSBANK, FRANKFURT AM
                               MAIN (as successor by merger to
                               DG BANK DEUTSCHE
                               GENOSSENCHAFTSBANK AG)


                               By:  /s/ Bernd Henrik Franke
                                Name: Bernd Henrik Franke
                                Title: Vice President


                               By: /s/ Wolfgang Haugk
                                Name: Wolfgang Haugk
                                Title: Vice President

[14693]

                             ANNEX 1
                      Manner of Payment and
          Communications to Tranche B Term Loan Lenders

                        [NAME OF LENDER]

(1)  In the case of all cash payments on account of the Notes:
     By crediting in the form of bank wire transfer of Federal or
     other immediately available funds, providing sufficient
     amount of information to identify the source of the transfer
     and the amount of interest and/or principal, to:


     Wiring Instructions

     ABA#____________
     _________________
     _________________
     Account #_________
     Account Name:
     Reference:

(2)  In the case of all notices and communications:

     Send all notices of payments and written confirmation of
such wire transfers to:





     Fax:


     Physical Delivery of Note to:






     All financial reports, compliance certificates and all other
     written communications, including notice of payments, to be
     sent to:





     Fax:

(3)  Taxpayer I.D. Number: