Exhibit B-4(f)(3)

                                                             EXECUTION COPY









                 SECOND CONSOLIDATED, AMENDED AND RESTATED
                              NOTE AGREEMENT




                      Dated as of September 27, 2002.

                                   among

                              GOLD KIST INC.,

                        the GATEWAY RECOVERY TRUST

                                    and

                     THE PRUDENTIAL INSURANCE COMPANY
                                OF AMERICA





                              GOLD KIST INC.
                       244 Perimeter Center Parkway
                          Atlanta, Georgia 30346





The Prudential Insurance Company
  of America ("Prudential") and the Gateway Recovery
   Trust ("Gateway" and together with Prudential,
the
   "Noteholders")
c/o Prudential Capital Group
1170 Peachtree Street, Suite 500
Atlanta, Georgia 30309


Ladies and Gentlemen:

     The  undersigned, GOLD KIST INC. (herein called the  "Company")  is  a
party  with  you  to that certain Consolidated, Amended and  Restated  Note
Agreement   dated  as  of  November  3,  2000  (as  amended,  modified   or
supplemented from time to time, the "2000 Agreement").

     The  Company and the Noteholders are parties to the 2000 Agreement  as
in  effect  on  the  date  hereof.   The  Company  has  requested  and  the
Noteholders  have  agreed  (on  the terms and  subject  to  the  conditions
hereinafter set forth) to consolidate, amend and restate the 2000 Agreement
in its entirety as set forth herein.

     NOW THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto hereby agree that the 2000 Agreement shall be
and  hereby is consolidated, amended and restated effective as of September
27, 2002 to read in its entirety as follows:

     1.   PRELIMINARY STATEMENTS.

     1A.   The  Issued  Notes  and the Exchange  Notes.   The  Company  has
authorized (i) the issue of its senior promissory notes (the "2000 Series B
Exchange Notes") in the aggregate original principal amount of $30,000,000,
dated  November 3, 2000 to mature February 11, 2012; and (ii) the issue  of
its  senior  promissory notes (the "2000 Series C Exchange Notes")  in  the
aggregate principal amount of $25,000,000 dated November 3, 2000, to mature
May  30, 2012.  The Company will authorize notes, in substantially the form
of  Exhibit  A, (i) in exchange for the 2000 Series B Exchange  Notes  (the
"Series  B  Exchange  Note") and (ii) in exchange for  the  2000  Series  C
Exchange  Notes (the "Series C Exchange Note") (collectively, the Series  B
Exchange and the Series C Exchange Notes, the "Exchange Notes").  The terms
"2000 Series B Exchange Note" and "2000 Series B Exchange Notes", and "2000
Series  C Exchange Note" and "2000 Series C Exchange Notes", as used herein
shall  include,  respectively, each 2000 Series B Exchange Note,  and  2000
Series C Exchange Note previously delivered and any such Note delivered  in
substitution  or exchange therefor.  The terms "Note" and "Notes"  as  used
herein shall include each Exchange Note delivered pursuant to any provision
of  this Agreement and each Note delivered in substitution or exchange  for
any  such  note pursuant to any such provision.  Notes which have  (i)  the
same  final maturity, (ii) the same principal prepayment dates,  (iii)  the
same  principal  prepayment  amounts  (as  a  percentage  of  the  original
principal amount of each Note), (iv) the same interest rate, (v)  the  same
interest payment periods and (vi) the same date of issuance (which, in  the
case  of  a  Note issued in exchange for another Note, shall be deemed  for
these purposes the date on which such Note's ultimate predecessor Note  was
issued), are herein called a "Series" of Notes.

     1B.   Purpose of Agreement.  The Company is, simultaneously with  this
Agreement,  entering  into the Bank Agreement in  order  to  amend  certain
provisions,  including the financial covenants.  The Company has  requested
similar  amendments to the 2000 Agreement.  This Amended and Restated  Note
Agreement  (this  "Agreement") provides for those amendments  and  for  the
exchange of Notes pursuant to Section 2, among other things.

     2.    EXCHANGE OF NOTES.  On November 3, 2000, the Company issued  (i)
to  Prudential the 2000 Series B Exchange Notes and (ii) to Prudential  and
Gateway  the  2000 Series C Exchange Notes.  The Company hereby  agrees  to
issue  to  the Noteholders and, subject to the terms and conditions  herein
set  forth,  the Noteholders agree to accept from the Company, in  exchange
for  each  2000 Series B Exchange Note and 2000 Series C Exchange Note,  an
Exchange  Note  in  substantially the form of Exhibit A, in  the  principal
amounts  set  forth on the Purchaser Schedule hereto.  Each exchange  shall
occur  at the offices of King & Spalding, 1185 Avenue of the Americas,  New
York,  New York, on the date of closing, which shall be September 27,  2002
or  any other date upon which Prudential and the Company may mutually agree
(herein called the "Exchange Closing" or the "Exchange Closing Day").

     3.    CONDITIONS OF CLOSING.  The obligation of Prudential to exchange
any 2000 Series B Exchange Note or 2000 Series C Exchange Note for Exchange
Notes  is  subject  to the satisfaction, on or before the Exchange  Closing
Day, of the following conditions:

     3A.  Certain Documents.  Prudential shall have received the following,
each dated the date of the Exchange Closing Day:

          (i)        The  Note(s) issued to you in exchange  for  the  2000
     Series B Exchange Note as a Series B Exchange Note and the 2000 Series
     C Exchange Notes as a Series C Exchange Note.

          (ii)       Certified copies of the resolutions of  the  Board  of
     Directors  of  the Company authorizing the execution and  delivery  of
     this  Agreement  and  the  issuance of  Exchange  Notes,  and  of  all
     documents evidencing other necessary corporate action and governmental
     approvals,  if  any, with respect to this Agreement and  the  Exchange
     Notes.

          (iii)       A  certificate  of  the  Secretary  or  an  Assistant
     Secretary  and one other officer of the Company certifying  the  names
     and  true signatures of the officers of the Company authorized to sign
     this  Agreement and the Exchange Notes and the other documents  to  be
     delivered hereunder.

          (iv)       Certified  copies of the Certificate of  Incorporation
     and By-laws of the Company.

          (v)        A  favorable opinion of Alston & Bird, special counsel
     to  the  Company (or such other counsel designated by the Company  and
     satisfactory to Prudential and which addresses the matters  set  forth
     in  Exhibit  B  attached  hereto and  as  to  such  other  matters  as
     Prudential  may reasonably request.  The Company hereby  directs  such
     counsel to deliver such opinion, agrees that the exchange of any Notes
     will  constitute  a reconfirmation of such direction, and  understands
     and  agrees that Prudential will and is hereby authorized to  rely  on
     such opinion.

          (vi)       A  good standing certificate for the Company from  the
     Secretary of State of Georgia dated of a recent date and good standing
     or  other  certificates of qualification to do business as  a  foreign
     corporation  for  the States of Alabama, Arkansas,  Florida,  Indiana,
     Kentucky, Louisiana, Mississippi, New Hampshire, North Carolina, North
     Dakota, Ohio, Oklahoma, South Carolina, Tennessee, Texas and Virginia.

          (vii)     Confirmation that all fees and disbursements of King  &
     Spalding, counsel to Prudential, have been paid in full.

          (viii)     Certified copies of a duly executed copy of  the  Bank
     Agreement  and any other evidence Prudential may require to show  that
     the Bank Agreement and the Loan Documents (as such term is defined  in
     the Bank Agreement) have been delivered and have taken effect.

          (ix)       Additional documents or certificates with  respect  to
     legal  matters  or  corporate  or other  proceedings  related  to  the
     transactions  contemplated hereby as may be  reasonably  requested  by
     Prudential.

     3B.   Opinion of Prudential's Special Counsel.  The Noteholders  shall
have  received from King & Spalding or such other counsel who is acting  as
special  counsel  for it in connection with this transaction,  a  favorable
opinion  satisfactory  to  Prudential as to such matters  incident  to  the
matters herein contemplated as it may reasonably request.

     3C.   Representations and Warranties; No Default.  The representations
and  warranties contained in paragraph 8 shall be true on  and  as  of  the
Exchange  Closing  Day,  except to the extent  of  changes  caused  by  the
transactions herein contemplated; there shall exist on the Exchange Closing
Day no Event of Default or Default; and the Company shall have delivered to
Prudential  an  Officer's Certificate, dated the Exchange Closing  Day,  to
both such effects.

     3D.   Purchase Permitted by Applicable Laws.  The exchange  of  Issued
Notes  for  Exchange Notes by the Noteholders, on the terms and  conditions
herein  provided (including the use of the proceeds of such Notes  received
or  to be received by the Company) shall not violate any applicable law  or
governmental regulation (including, without limitation, Section  5  of  the
Securities  Act  or  Regulation U or X of the Board  of  Governors  of  the
Federal  Reserve System) and shall not subject any Noteholder  to  any  tax
(other  than  any income taxes arising from such Noteholder's ownership  of
the Notes), penalty, liability or other onerous condition under or pursuant
to any applicable law or governmental regulation, and Prudential shall have
received  such  certificates  or  other evidences  as  it  may  request  to
establish compliance with this condition.

     3E.   Payment of Fees.  The Company shall have paid to Prudential  any
fees due it pursuant to or in connection with this Agreement.

     3F.   No  Material Adverse Change.  Prudential shall have  received  a
certificate  from  the chief financial officer of the  Company,  dated  the
Exchange  Closing  Day,  saying  that no material  adverse  change  in  the
financial  condition, business, operations or prospects of the  Company  or
its  subsidiaries,  taken  as a whole, (except as  otherwise  described  in
subsequent   unaudited   quarterly   financial   statements    and    other
correspondence delivered to Prudential) has occurred since June 29, 2002.

     3G.   Guaranty  Agreement.   Prudential shall  have  received  a  duly
executed (i) Subsidiary Guaranty Agreement and (ii) Contribution Agreement.

     4.    PREPAYMENTS.  The Notes shall be subject to required  prepayment
as  and to the extent provided in paragraphs 4A and 4B, respectively.   Any
prepayment  made  by the Company pursuant to any other  provision  of  this
paragraph 4 shall not reduce or otherwise affect its obligation to make any
required prepayment as specified in paragraph 4A or 4B.

     4A.  Required Prepayments.

     4A(1)     Required Prepayments of Series B Exchange Notes.  Until  the
Series  B Exchange Notes shall be paid in full, the Company shall apply  to
the  prepayment  of  the Series B Exchange Notes, without Yield-Maintenance
Amount,  the sum of $2,727,272.73 commencing on February 11, 2003 and  each
February  11  thereafter  to  and including February  11,  2011,  and  such
principal  amounts of the Series B Exchange Notes, together  with  interest
thereon to the payment dates, shall become due on such payment dates.   The
remaining unpaid principal amount of the Series B Exchange Notes,  together
with interest accrued thereon, shall become due on the maturity date of the
Series B Exchange Notes.

     4A(2)     Required Prepayments of Series C Exchange Notes.  Until  the
Series  C Exchange Notes shall be paid in full, the Company shall apply  to
the  prepayment  of  the Series C Exchange Notes, without Yield-Maintenance
Amount, the sum of $2,272,727.27 commencing on May 30, 2003 and each May 30
thereafter to and including May 30, 2011, and such principal amounts of the
Series  C  Exchange Notes, together with interest thereon  to  the  payment
dates,  shall  become  due  on such payment dates.   The  remaining  unpaid
principal  amount  of the Series C Exchange Notes, together  with  interest
accrued  thereon, shall become due on the maturity date  of  the  Series  C
Exchange Notes.

     4B.  Optional Prepayment With Yield-Maintenance Amount.  The Notes  of
each  Series shall be subject to prepayment, in whole at any time  or  from
time  to  time in part (in integral multiples of $100,000 and in a  minimum
amount  of  $1,000,000), (i) at the option of the Company and (ii)  upon  a
holder's  election under paragraph 5K, at 100% of the principal  amount  so
prepaid  plus  interest  thereon  to the prepayment  date  and  the  Yield-
Maintenance  Amount, if any, with respect to each such Note.   Any  partial
prepayment of a Series of the Notes pursuant to this paragraph 4B shall  be
applied in satisfaction of required payments of principal in inverse  order
of their scheduled due dates.

     4C.  Notice of Optional Prepayment.  The Company shall give the holder
of each Note of a Series to be prepaid pursuant to paragraph 4B irrevocable
written  notice of such prepayment not less than 10 Business Days prior  to
the  prepayment  date,  specifying  such  prepayment  date,  the  aggregate
principal  amount of the Notes of such Series to be prepaid on  such  date,
the principal amount of the Notes of such Series held by such holder to  be
prepaid  on  that date and that such prepayment is to be made  pursuant  to
paragraph  4B.   Notice of prepayment having been given as  aforesaid,  the
principal  amount  of  the Notes specified in such  notice,  together  with
interest  thereon  to  the  prepayment date and together  with  the  Yield-
Maintenance  Amount, if any, herein provided, shall become due and  payable
on  such prepayment date.  The Company shall, on or before the day on which
it  gives  written notice of any prepayment pursuant to paragraph 4B,  give
telephonic  notice of the principal amount of the Notes to be  prepaid  and
the  prepayment date to each Significant Holder which shall have designated
a  recipient for such notices in the Purchaser Schedule attached hereto  or
by notice in writing to the Company.

     4D.   Application of Prepayments.  In the case of each  prepayment  of
less  than the entire unpaid principal amount of all outstanding  Notes  of
any  Series pursuant to paragraphs 4A or 4B, the amount to be prepaid shall
be applied pro rata to all outstanding Notes of such Series (including, for
the  purpose  of  this  paragraph 4D only, all Notes prepaid  or  otherwise
retired  or  purchased or otherwise acquired by the Company or any  of  its
Subsidiaries  or Affiliates other than by prepayment pursuant to  paragraph
4A or 4B) according to the respective unpaid principal amounts thereof.

     4E.  Retirement of Notes.  The Company shall not, and shall not permit
any  of  its Subsidiaries or Affiliates to, prepay or otherwise  retire  in
whole  or  in  part  prior to their stated final maturity  (other  than  by
prepayment  pursuant  to paragraphs 4A or 4B or upon acceleration  of  such
final maturity pursuant to paragraph 7A), or purchase or otherwise acquire,
directly  or indirectly, Notes of any Series held by any holder unless  the
Company  or  such Subsidiary or Affiliate shall have offered to  prepay  or
otherwise retire or purchase or otherwise acquire, as the case may be,  the
same  proportion of the aggregate principal amount of Notes of such  Series
held  by  each other holder of Notes of such Series at the time outstanding
upon  the  same  terms and conditions.  Any Notes so prepaid  or  otherwise
retired  or  purchased or otherwise acquired by the Company or any  of  its
Subsidiaries  or Affiliates shall not be deemed to be outstanding  for  any
purpose under this Agreement, except as provided in paragraph 4D.

     4F.   Change  of  Control.  The Company shall give written  notice  (a
"Change  of Control Notice") to each holder of any Note not less  than  30,
and  not more than 60 days, prior to the occurrence of any event which will
result in a Change of Control.  The Change of Control Notice shall identify
the  event, the reason 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 Company or which may be obtained by the Company  with
reasonable effort that would be reasonably necessary for any holder of  any
Note  to  make  an  informed decision as to whether  to  elect  to  require
prepayment of its Notes and shall set forth the proposed effective date for
such  Change  of  Control.  Any such  holder of a Note, by  giving  written
notice  to  the Company 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 to require the Company to prepay all,
but  not less than all, of the Notes.  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
Company  shall  give each holder of any Note a revised  Change  of  Control
Notice  and  any holder of any Note shall then have another opportunity  to
elect  to  require  prepayment of the Notes  under  this  paragraph  4F  by
delivering  to the Company a new Election Notice or to revoke,  by  written
notice  to  the Company, any prior Election Notice not later than  30  days
following  the  date such revised Change of Control Notice is  given.   The
prepayment  of the Notes pursuant to this paragraph 4F shall occur  on  the
later  of  (i)  the  effective date of such Change of  Control  or  (ii)  5
Business Days following the date any holder's Election Notice if given.  If
the  Company  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 any holder of
any  Note to accelerate payment of the Notes pursuant to paragraph 7A,  any
holder  of a Note may require the Company, on demand, to prepay all of  the
Notes.   Any prepayment on any Note pursuant to this paragraph 4F shall  be
accompanied by the payment of the Yield Maintenance Amount with respect  to
the prepaid principal.

     5.    AFFIRMATIVE  COVENANTS.   So long  thereafter  as  any  Note  is
outstanding and unpaid, the Company covenants as follows:

     5A.  Reporting Requirements.

     5A(1)      General Information.  The Company covenants  that  it  will
deliver to each Significant Holder in triplicate:

          (i)        as soon as practicable and in any event within 45 days
     after  the  end  of each Fiscal Quarter (other than the fourth  Fiscal
     Quarter) in each Fiscal Year,

               (a)  statements of operations, patrons' and other equity and
          comprehensive  income (loss) and cash flows for the  period  from
          the  beginning  of the current Fiscal Year to  the  end  of  such
          Fiscal Quarter, and

               (b)  balance sheet as at the end of such Fiscal Quarter,

     setting  forth  in  each  case in comparative  form  figures  for  the
     corresponding  period in the preceding Fiscal Year, all in  reasonable
     detail  and  satisfactory  in  form  to  the  Required  Holder(s)  and
     certified by an authorized financial officer of the Company as  fairly
     presenting, in all material respects, the financial condition  of  the
     Company and its Consolidated Subsidiaries as of the end of such period
     and  the  results  of their operations for the period  then  ended  in
     accordance  with GAAP, subject to changes resulting from normal  year-
     end  adjustments and the inclusion of abbreviated footnotes; provided,
     however, that delivery pursuant to clause (iii) below of copies of the
     Quarterly  Report on Form 10-Q of the Company for such Fiscal  Quarter
     filed  with the Securities and Exchange Commission shall be deemed  to
     satisfy  the  requirements of this clause  (i)  with  respect  to  the
     Consolidated Statements;

          (ii)       as soon as practicable and in any event within 90 days
     after the end of each Fiscal Year,

               (a)  statements of operations, patrons' and other equity and
          comprehensive income (loss) and cash flows for such year, and

               (b)  a balance sheet as at the end of such year,

     setting   forth   in  each  case  in  comparative  form  corresponding
     Consolidated  figures  from  the  preceding  annual  audit,   all   in
     reasonable detail and satisfactory in scope to the Required  Holder(s)
     and  reported  on  by  independent public  accountants  of  recognized
     standing  selected  by  the  Company whose  report  shall  be  without
     limitation as to the scope of the audit and reasonably satisfactory in
     substance to the Required Holder(s); provided, however, that  delivery
     pursuant to clause (iii) below of copies of the Annual Report on  Form
     10-K  of  the  Company  for such year filed with  the  Securities  and
     Exchange  Commission  shall be deemed to satisfy the  requirements  of
     this clause (ii) with respect to the Consolidated statements;

          (iii)      if the Company or any of its Subsidiaries shall become
     a  public company, promptly upon transmission thereof, copies  of  all
     such financial statements, proxy statements, notices and reports as it
     shall  send  to its public stockholders and copies of all registration
     statements  (without  exhibits)  and  all  reports  (other  than   any
     registration  statement filed on Form S-8) 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);

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

          (v)        promptly upon receipt thereof, a copy of each  report,
     survey,  study,  evaluation or assessment or,  promptly  upon  request
     therefor,  any  other  document prepared by any consultant,  engineer,
     environmental  authority or other Person (other than work  product  of
     the Company's legal counsel) relating to compliance by the Company  or
     any   Subsidiary  with  any  Environmental  Laws,  if  the   cost   of
     remediation, repair or compliance may be reasonably expected to exceed
     $1,000,000 in any one case or in the aggregate;

          (vi)       with  reasonable promptness, upon the request  of  the
     holder   of   any  Note,  provide  such  holder,  and  any   qualified
     institutional  buyer  designated by such holder,  such  financial  and
     other  information  as  such  holder may reasonably  determine  to  be
     necessary   in  order  to  permit  compliance  with  the   information
     requirements of Rule 144A under the Securities Act in connection  with
     the resale of Notes, except at such times as the Company is subject to
     the reporting requirements of section 13 or 15(d) of the Exchange Act.
     For   the   purpose   of  this  clause  (vii),  the  term   "qualified
     institutional  buyer" shall have the meaning specified  in  Rule  144A
     under the Securities Act;

          (vii)           immediately  upon  the  effective  date  of   any
     amendment  or  modification of the Bank Agreement  (including  without
     limitation any adjustment to the borrowing base thereunder), any  such
     amendment or modification; and

          (viii)     with reasonable promptness, such other financial  data
     as a Significant Holder may reasonably request.

     5A(2)      Quarterly  Officer's  Certificates.   Together  with   each
delivery of financial statements required by clauses 5A(i) and (ii)  above,
the   Company  will  deliver  to  each  Significant  Holder  an   Officer's
Certificate   demonstrating  (with  computations  in   reasonable   detail)
compliance with the provisions of paragraphs 6A, 6B, 6C, 6D, 6E and 6G  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 Company has taken, is taking or  proposes  to
take with respect thereto;

     5A(3)     Annual Accountant's Letter.  Together with each delivery  of
financial  statements  required by clause 5A(ii) above,  the  Company  will
deliver to each Significant Holder a certificate of the independent  public
accountants giving the report on such financial statements stating that, in
making  the  audit  necessary  for their  report,  they  have  obtained  no
knowledge  of  any Event of Default or Default, or, if they  have  obtained
knowledge  of  any Event of Default or Default, specifying the  nature  and
period of existence thereof.  The accountants, however, shall not be liable
to  anyone  as  a  result of this provision by reason of their  failure  to
obtain  knowledge  of any Event of Default or Default which  would  not  be
disclosed  in the course of an audit conducted in accordance with generally
accepted auditing standards;

     5A(4)      Special  Information.  The Company also covenants  that  as
soon as practicable but in no event later than five Business Days after any
Responsible Officer obtains knowledge of:

          (i)       an Event of Default or Default;

          (ii)       a  material adverse change in the financial condition,
     business or operations of the Company and its Subsidiaries, taken as a
     whole;

          (iii)     legal proceedings filed against the Company and/or  any
     Subsidiary,  which  reasonably could be expected to  have  a  Material
     Adverse  Effect,  or  which  in any manner  draws  into  question  the
     validity  of or reasonably could be expected to impair the ability  of
     the  Company  to perform its obligations under this Agreement  or  the
     Notes;

          (iv)      the occurrence of any other event that reasonably could
     be  expected  to  impair  the  ability of  the  Company  to  meet  its
     obligations hereunder;

          (v)         any   (a)  Environmental  Liabilities,  (b)  pending,
     threatened or anticipated Environmental Proceedings, (c) Environmental
     Notices,  (d) Environmental Judgments and Orders, or (e) Environmental
     Releases  at,  on,  in, under or in any way affecting  the  Properties
     which  reasonably could be expected to have a Material Adverse Effect;
     or

          (vi)      with respect to any Plan that is subject to the funding
     requirements of Section 302 of ERISA or Section 412 of the  Code,  the
     Company  (a)  has given or is required to give notice to  the  Pension
     Benefit  Guaranty  Corporation that a material  reportable  event  has
     occurred  with respect to such Plan, (b) has delivered notice  to  the
     Pension Benefit Guaranty Corporation of any intent to withdraw from or
     terminate  any  such  Plan,  or  (c)  has  failed  to  make  timely  a
     contribution to any such Plan;

the   Company  will  deliver  to  each  Significant  Holder  an   Officer's
Certificate specifying the nature and period of existence thereof and  what
action  the  Company or the Subsidiary has taken, is taking or proposes  to
take with respect thereto.

     5B.   Inspection  of  Property.  The Company covenants  that  it  will
permit any Person designated by any Significant Holder in writing, at  such
Significant Holder's expense, to:

          (i)        visit and inspect any of the properties of the Company
     and its Subsidiaries,

          (ii)       examine the corporate books and financial  records  of
     the  Company and its Subsidiaries and make copies thereof or  extracts
     therefrom;

          (iii)      discuss the affairs, finances and accounts of  any  of
     such  corporations with the principal officers of the Company and  its
     independent public accountants,

all  at  such reasonable times and as often as such Significant Holder  may
reasonably request.

     5C.  Covenant to Secure Notes Equally.  The Company covenants that, if
it  or  any  Subsidiary shall create or assume any Lien  upon  any  of  its
property  or  assets, whether now owned or hereafter acquired,  other  than
Liens  permitted  by the provisions of paragraph 6C (unless  prior  written
consent  to  the  creation or assumption thereof shall have  been  obtained
pursuant  to  paragraph 11C), it will make or cause to  be  made  effective
provision  whereby  the  Notes will be secured by  such  Lien  equally  and
ratably with any and all other Indebtedness thereby secured so long as  any
such other Indebtedness shall be so secured.

     5D.  Guaranteed Obligations.  The Company covenants that if any Person
(other  than the Company) guarantees or provides collateral in  any  manner
for  any  Indebtedness  of  the Company or any Subsidiary  (other  than  by
issuance of a stand-by letter of credit), it will simultaneously cause such
Person to guarantee or provide collateral for the Notes equally and ratably
with  all  Indebtedness guaranteed or secured by such  Person  pursuant  to
documentation in form and substance reasonably satisfactory to such holder.

     5E.  Maintenance of Insurance.  The Company covenants that it and each
Subsidiary will maintain, with responsible insurers, insurance with respect
to  its  properties and business against such casualties and  contingencies
(including, but not limited to, public liability, larceny, embezzlement  or
other criminal misappropriation) and in such amounts as is customary in the
case  of  similarly situated corporations engaged in the  same  or  similar
businesses.

     5F.     Maintenance    of    Corporate    Existence/Compliance    with
Law/Preservation  of  Property.   The Company  covenants  that,  except  as
permitted under paragraph 6F, it and each Subsidiary will do or cause to be
done all things necessary to:

          (i)        preserve, renew and keep in full force and effect  the
     corporate  existence of the Company and its Subsidiaries  (other  than
     those  Subsidiaries, including GK Peanuts, Inc., not material  to  the
     financial  condition, business or operations of the  Company  and  its
     Subsidiaries taken as a whole.);

          (ii)       comply  with  all  laws  and  regulations  (including,
     without  limitation, laws and regulations relating to equal employment
     opportunity  and employee safety) applicable to it and any  Subsidiary
     except where the failure to comply could not reasonably be expected to
     have  a  Material  Adverse  Effect  on  the  business,  operations  or
     financial  condition of the Company and its Subsidiaries, taken  as  a
     whole;

          (iii)       maintain,   preserve   and   protect   all   material
     intellectual property of the Company and its Subsidiaries; and

          (iv)       preserve  all the remainder of its  property  used  or
     useful  in  the  conduct of its business and keep  the  same  in  good
     repair, working order and condition excluding normal wear and tear.

     5G.   Compliance with Environmental Laws.  The Company covenants  that
it  and  each Subsidiary will, comply in a timely fashion with, or  operate
pursuant   to   valid  waivers  of  the  provisions  of,   all   applicable
Environmental  Laws,  including,  without  limitation,  the   emission   of
wastewater  effluent, solid and hazardous waste and air emissions  together
with  any  other applicable Environmental Laws for conducting, on a  timely
basis,  periodic  tests and monitoring for contamination of  ground  water,
surface  water, air and land and for biological toxicity of the  aforesaid,
and  all  applicable regulations of the Environmental Protection Agency  or
other relevant federal, state or local governmental authority, except where
the  failure to comply could not reasonably be expected to have a  Material
Adverse  Effect.   The  Company  agrees to indemnify  and  hold  you,  your
officers, agents and employees (each an "Indemnified Person") harmless from
any  loss,  liability, claim or expense that you may incur or suffer  as  a
result of a breach by the Company or any Subsidiary, as the case may be, of
this  covenant  other than as a result of the gross negligence  or  willful
misconduct of such Indemnified Person.  The Company shall not be deemed  to
have  breached  or  violated  this paragraph  5G  if  the  Company  or  any
Subsidiary   is  challenging  in  good  faith  by  appropriate  proceedings
diligently  pursued  the application or enforcement of  such  Environmental
Laws  for which adequate reserves have been established in accordance  with
GAAP.

     5H.  No Integration.  The Company covenants that it has taken and will
take  all necessary action so that the exchange of the Notes does  not  and
will  not  require  registration under the  Securities  Act.   The  Company
covenants  that no future offer and sale of debt securities of the  Company
of  any  class will be made if there is a reasonable possibility that  such
offer  and  sale  would, under the doctrine of "integration",  subject  the
exchange  of  the  Notes  to you to the registration  requirements  of  the
Securities Act.

     5I.   Other Covenants.  If at any time, after the date hereof, any  of
the  terms, covenants or events of default contained in the Bank  Agreement
or  any  other  financing  agreements (the Bank Agreement  and  such  other
financing  agreements,  collectively,  "Financing  Agreements")   is   more
favorable to the parties under the Financing Agreements than are the  terms
of  this  Agreement  to the holders of the Notes, this Agreement  shall  be
amended  to  contain each such more favorable term, covenant  or  event  of
default  (together with any grace periods for such term, covenant or  event
of default as provided in the Financing Agreements), and the Company hereby
agrees  to  so  amend this Agreement and to execute and  deliver  all  such
documents  requested by the holders of the Notes to reflect such amendment.
Prior to the execution and delivery of such documents by the Company,  this
Agreement  shall  be  deemed  to contain each  such  more  favorable  term,
covenant  or event of default, for purposes of determining the  rights  and
obligations  hereunder.   As used in this Section  5I  the  phrase  "terms,
covenants  or events of default" (including both the singular  and  plural)
shall   not   have  reference  to  interest  rate,  maturity,  amortization
prepayment  or  similar financial terms of the Notes  or  the  Indebtedness
governed by the Financing Agreements.

     5J.   Credit  Facility.  On and after the date of this Agreement,  the
Company  shall  maintain  at  all  times a credit  facility  or  facilities
providing at least $75,000,000 in aggregate commitments available  under  a
revolving  loan facility and at least $125,000,000 of term loans  having  a
term of at least two years and otherwise in form and substance satisfactory
to Prudential.

     5K.  Offer to Prepay.  The Company shall:

          (i)       offer to prepay the Notes pursuant to paragraph 4B,  as
     provided in clause (ii) below:

               (a)  in an amount equal to 100% of the Net Proceeds of Stock
          or  any offering by the Company of Subordinated Debt (other  than
          an  offering that increases the outstandings under the  Company's
          Subordinated   Loan   Certificates   or   Subordinated    Capital
          Certificates of Interest in existence prior to the effective date
          of  this  Agreement and described on Schedule 5K  hereto).   Such
          prepayment  shall  be due immediately upon  the  receipt  by  the
          Company of such net proceeds.

               (b)   in amounts equal to (i) 100% of the net proceeds  from
          any  sale  or  other disposition by the Company of any  inventory
          (other than sales of inventory in the ordinary course), (ii)  50%
          of  the  net  proceeds of any sale or other  disposition  by  the
          Company  of any of the SSC Securities, and (iii) 100% of the  net
          proceeds  from  any other sale or other disposition  (other  than
          sales  of inventory in the ordinary course of business, any  sale
          of  the  assets of the Pork Division and any sale or dispositions
          permitted  by  paragraph 6F(iv)), or series of related  sales  or
          dispositions,  by  the  Company  of  any  assets  not   otherwise
          referenced  above  in  this paragraph  5K(i)(b),  where  the  net
          proceeds exceed $3,000,000 for any such sale or $6,000,000 in the
          aggregate  for  all  such  sales.  Each such  prepayment  of  net
          proceeds shall be due immediately upon the receipt by the Company
          of such net proceeds.

          (ii)       Make  an offer to prepay the Notes as contemplated  by
     the  foregoing  in  writing to each holder of  a  Note  at  least  ten
     Business  Days before the proposed date of prepayment specifying  such
     proposed date and the amount available therefor.  A holder of Note may
     accept such offer to prepay by causing a notice of such acceptance  to
     be  delivered to the Company within seven Business Days after  receipt
     of  the notice required pursuant to this clause (ii).  A failure by  a
     holder of Notes to respond to an offer to prepay made pursuant to this
     clause  (ii)  within  such  period shall be  deemed  to  constitute  a
     rejection of such offer by such holder.  The amount of all prepayments
     pursuant to clause (i) above shall be made (A) ratably to each  holder
     of  a  Note accepting an offer to prepay made under this paragraph  5K
     and  (B)  ratably to the agent on behalf of the banks under  the  Bank
     Agreement.  The offer to prepay the Notes required by subsection 5K(i)
     shall  be distributed to the Senior Note Holders and the banks a party
     to  the  Bank Agreement pro rata, based upon the principal outstanding
     under their respective notes and the loans.

     6.   NEGATIVE COVENANTS.

     So  long thereafter as any Note is outstanding and unpaid, the Company
covenants as follows:

     6A(1)      Minimum  Consolidated Tangible Net  Worth.   The  Company'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  28, 2002, and at all times thereafter, be at least $255,000,000,
plus  the sum of (i) 50% of the Reported Net Income of the Company and  its
Consolidated  Subsidiaries (to the extent positive) for the Fiscal  Quarter
ending  September  30,  2002,  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  Company  and  its
Consolidated Subsidiaries is negative, and (ii) 100% of the cumulative  Net
Proceeds of Capital Stock received during any period after June 29, 2002.

     6A(2)      Current Ratio.  The Company shall not permit, at any  time,
the   ratio   of  Consolidated  Current  Assets  to  Consolidated   Current
Liabilities to be less than 1.10 to 1.00 calculated on a quarterly basis.

     6A(3)      Fixed Charge Coverage Ratio.  The Company shall not  permit
the  Fixed  Charge  Coverage Ratio to be less  than  the  ratio  set  forth
opposite the relevant fiscal quarter in the following table:

Fiscal Quarter                          Ratio

First Quarter 2003 and                  1.50 to 1.00
Second Quarter 2003

Third Quarter 2003 and                  1.25 to 1.00
Fourth Quarter 2003

First Quarter 2004 and                  1.50 to 1.00
Second Quarter 2004

Third Quarter 2004,                     1.75 to 1.00
and thereafter

     6A(4)      Senior Debt Coverage Ratio.  The Company 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 2003 through              3.25 to 1.00
Fourth Quarter 2003

First Quarter 2004 through              3.50 to 1.00
and including Fourth Quarter 2004

First Quarter, 2005                     3.25 to 1.00
and thereafter

     6A(5)     Consolidated Total Debt to Total Capital Ratio.  The Company
shall  not permit the ratio of Consolidated Total Debt to Total Capital  to
exceed  the  ratio set forth opposite the relevant Fiscal  Quarter  in  the
following table:

          Fourth Fiscal Quarter
          Fiscal Year 2001 through
          Fourth Fiscal Quarter
          Fiscal Year 2002                   0.65 to 1.00

          First Fiscal Quarter
          Fiscal Year 2003, and
          thereafter                         0.60 to 1.00

     6A(6)      Interest  and Lease Coverage Test.  The Company  shall  not
permit the ratio of (i) EBIT plus Consolidated Lease Expense, in each  case
for  the period of eight Fiscal Quarters of the Company most recently ended
at such time, to (ii) Consolidated Interest Expense plus Consolidated Lease
Expense  for  such period to be less than the ratio set forth opposite  the
relevant Fiscal Quarter in the following table:

Fourth Fiscal Quarter
          Fiscal Year 2002            1.00 to 1.00

          First Fiscal Quarter
          Fiscal Year 2003            1.25 to 1.00

          Second Fiscal Quarter
          Fiscal Year 2003            1.25 to 1.00

          Third Fiscal Quarter
          Fiscal Year 2003            1.25 to 1.00

          Fourth Fiscal Quarter
          Fiscal Year 2003            1.25 to 1.00

          First Fiscal Quarter
          Fiscal Year 2004            1.25 to 1.00

          Second Fiscal Quarter
          Fiscal Year 2004            1.25 to 1.00

          Third Fiscal Quarter
          Fiscal Year 2004            1.25 to 1.00

          Fourth Fiscal Quarter
          Fiscal Year 2004            1.00 to 1.00

          First Fiscal Quarter
          Fiscal Year 2005            1.00 to 1.00

          Second Fiscal Quarter
          Fiscal Year 2005            1.25 to 1.00

          Third Fiscal Quarter
          Fiscal Year 2005            1.25 to 1.00

          Thereafter                  1.25 to 1.00

     6A(7)      Consolidated Total Debt to EBITDA.  The Company  shall  not
permit  the  ratio of Consolidated Total Debt as of the end of  any  Fiscal
Quarter  of  the Company to the sum of EBITDA for the Fiscal  Quarter  then
ending  and  the preceding seven Fiscal Quarters (divided by  two),  to  be
greater  than the ratio set forth opposite the relevant Fiscal  Quarter  in
the following table:

          Fourth Fiscal Quarter
          Fiscal Year 2002            3.75 to 1.00

          First Fiscal Quarter
          Fiscal Year 2003            3.50 to 1.00

          Second Fiscal Quarter
          Fiscal Year 2003            3.50 to 1.00

          Third Fiscal Quarter
          Fiscal Year 2003            3.50 to 1.00

          Fourth Fiscal Quarter
          Fiscal Year 2003            3.75 to 1.00

          First Fiscal Quarter
          Fiscal Year 2004            4.00 to 1.00

          Second Fiscal Quarter
          Fiscal Year 2004            4.00 to 1.00

          Third Fiscal Quarter
          Fiscal Year 2004            4.00 to 1.00

          Fourth Fiscal Quarter
          Fiscal Year 2004            4.00 to 1.00

          First Fiscal Quarter
          Fiscal Year 2005            3.75 to 1.00

          Second Fiscal Quarter
          Fiscal Year 2005            3.75 to 1.00

          Third Fiscal Quarter
          Fiscal Year 2005            3.75 to 1.00

          Thereafter                  3.50 to 1.00

     6B.   Limitation on Restricted Payments.  The Company 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 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 Company may make (i) 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 (ii) present value cashing
retirement  and death payments (net of any amount the Company  receives  as
insurance proceeds) in an aggregate amount not to exceed $5,000,000 in  any
Fiscal  Year;  provided  that the Company shall  not  make  any  Restricted
Payments  upon the occurrence and during the continuance of  a  Default  or
Event  of  Default.  So long as no Default or Event of Default  shall  have
occurred  and be continuing, there shall not be included in the  definition
of  Restricted  Payments:  (x) dividends paid, or  distributions  made,  in
Stock  of  the Company or (y) exchanges of Stock of one or more classes  of
the  Company, except to the extent that cash or other value is involved  in
such  exchange.  Moreover, nothing in this Paragraph 6B shall  prevent  any
Subsidiary  from making any Restricted Payments to the Company  or  to  any
other Related Party that directly owns Stock of such Subsidiary.  The  term
"equity"  as  used in this Paragraph 6B shall include the Company's  common
stock,  preferred  stock, if any, other equity certificates,  and  notified
equity accounts of patrons.

     6C.   Liens.   The  Company  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:

          (i)       Liens existing prior to the date of this Agreement,  as
     set forth on Schedule 6C attached hereto;

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

          (iii)      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
     that are being contested in good faith by appropriate proceedings  and
     with respect to which adequate reserves are being maintained;

          (iv)       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);

          (v)        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;

          (vi)       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; and

          (vii)      Liens securing the obligations due to the  parties  to
     the Intercreditor Agreement.

     6D.   Restrictions on Loans, Advances, Investments, Asset Acquisitions
and  Contingent Liabilities.  The Company shall not, and shall  not  permit
any  Subsidiary  to (i) 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 that is not an Affiliate of the  Company,
or  (ii)  guarantee, endorse or otherwise be or become contingently liable,
directly  or  indirectly,  in connection with  the  obligations,  Stock  or
dividends  of  any  Person, or (iii) own, purchase or  acquire  any  Stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any Person, or (iv) acquire all, or substantially all,  of
the  assets of any Person, in a single or a series of related transactions;
except that the Company or any Subsidiary may:

          (i)        (x)  make  or  permit to remain outstanding  loans  or
     advances  to  any other Related Party, or (y) guarantee  or  otherwise
     become liable for obligations of any other Related Party to the extent
     such  obligation that is guaranteed is incurred in the ordinary course
     of  business  of  such  Related  Party or  is  Indebtedness  otherwise
     permitted  to  be incurred by such Related Party (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 Company 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 Company in existence as of October 23,  2001  and
     (y) make or permit to remain outstanding investments in any Subsidiary
     (whether  in  existence on November 3, 2000 or created thereafter)  in
     accordance with Paragraph 6N, if such Subsidiary is a Related Party;

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

          (xiii)     make  or  permit  to  remain  outstanding  investments
     described on Schedule 6D attached hereto;

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

          (xv)      prior to the Note Purchase Date, guarantee or otherwise
     be or become contingently liable for obligations of Young Pecan not to
     exceed  an  aggregate amount of $60,000,000, and (y) on and after  the
     Note Purchase Date, own and hold the CoBank Note;

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

          (xvii)    make or permit to remain outstanding investments in any
     money  market  fund  that  invests only in  investments  described  in
     subsections (c), (d), (e), (f), (g), or (h) of this Paragraph 6D.

     6E.   Sale  of  Stock and Indebtedness of Subsidiaries.   Without  the
prior  written consent of Prudential, which consent shall be  at  its  sole
discretion, the Company 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 (i) to the Company  or  another
Related  Party, (ii) all shares of Stock and Indebtedness of any Subsidiary
at  the  time owned by or owed to the Company and all Subsidiaries  may  be
sold as an entirety for a cash consideration that represents the fair value
(as  determined in good faith by the Board of Directors of the Company)  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 Company 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
Company and all Subsidiaries are simultaneously being sold as permitted  by
this  Paragraph 6E), and (c) dispositions of Stock permitted  by  Paragraph
6F(iv).

     6F.   Merger and Sale of Assets.  The Company 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 Company and all Subsidiaries  or  assets  that
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:

          (i)       any Subsidiary may merge with (a) the Company, provided
     that the Company shall be the continuing or surviving corporation,  or
     (b) 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;

          (ii)      any Subsidiary may sell, lease or otherwise dispose  of
     any of its assets to the Company or another Related Party; and

          (iii)     any Subsidiary may sell or otherwise dispose of all  or
     substantially all of its assets subject to the conditions specified in
     paragraph  6E with respect to a sale of the Stock of such  Subsidiary;
     and

          (iv)       (a) the Company may sell or otherwise dispose  of  its
     interests  in  Agratech  Seeds Inc., a Georgia  corporation,  and  (b)
     Agratech Seeds Inc. may sell or otherwise dispose of its interests  in
     Agratech  Seeds Argentina S.A., provided, in each case, that  (x)  the
     net  proceeds  of  any  such sale or other disposition,  if  any,  are
     contributed to the Company, or (y) such sale or disposition results in
     favorable  federal tax treatment, or a federal tax deduction  pursuant
     to Section 170 of the Code.

     6G.  Sale and Lease-Back.  The Company 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
Company or any Subsidiary of real or personal property, used by the Company
or  any Subsidiary in the operations of the Company or any Subsidiary, that
has  been or is sold or transferred by the Company 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 Company  or  such
Subsidiary  except to the extent that the total amount of such arrangements
involve,  at  any  one time, assets or property that constitute  an  amount
equal to or less than ten percent (10%) of Consolidated Capital Assets.

     6H.   Sale  or  Discount of Receivables.  The Company 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.

     6I.   Hedging Contracts.  The Company shall not, and shall not  permit
any  Subsidiary to, enter into any Hedging Contract except:  (i) 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 (a) long positions  and/or
options  sold  on corn and wheat shall in no event cover more than  thirty-
nine  weeks of the Company'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  Company's  Corporate  Policy  For  Futures
Contracts  approved by the Company's Board of Directors on April  24,  1998
and  have  been  approved  by  the Company's Hedging  Committee,  (b)  long
positions and/or options sold on soybean meal shall in no event cover  more
than  thirty-nine weeks of the Company'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 Company's Corporate  Policy
For Futures Contracts approved by the Company's Board of Directors on April
24, 1998 and have been approved by the Company's Hedging Committee, and (c)
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  Company;
and  (ii)  foreign  exchange contracts, currency swap agreements,  interest
rate  exchange  agreements,  interest rate cap  agreements,  interest  rate
collar  agreements, and other similar agreements and arrangements that  are
reasonably related to existing indebtedness or to monies to be received  or
paid in foreign currencies.

     6J.   Issuance of Stock by Subsidiaries.  The Company 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 Company or another Subsidiary.

     6K.   Capital  Expenditures.  The Company and its  Subsidiaries  shall
not,  on  a  consolidated  basis,  directly  or  indirectly,  make  Capital
Expenditures  (i) in connection with the "tray pack operations"  associated
with  Publix Markets' requirements at the Company's location in  Live  Oak,
Florida, in excess of $30,000,000 in the aggregate after June 29, 2002, and
(ii) for all other purposes, in excess of the sum of (a) $50,000,000 in the
aggregate  for  any  fiscal  year, plus (b) the Capital  Expenditure  Carry
Forward Amount, if any.

     6L.   Indebtedness  for Money Borrowed.  The Company  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:

          (i)       the Notes;

          (ii)      Indebtedness existing under the Bank Agreement and  the
     other   loan   documents  executed  thereunder   (including,   without
     limitation, all Loans and Letter of Credit Obligations (as such  terms
     are defined in the Bank Agreement));

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

          (iv)       Indebtedness for Money Borrowed in  existence  on  the
     date  hereof,  and  set  forth on Schedule 6L; provided,  however,  in
     connection  with  the mortgage facility on the corporate  headquarters
     building  owned  by  GC Properties as set forth on Schedule  6L,  such
     mortgage  facility  may  be  increased by  an  amount  not  to  exceed
     $5,000,000 after March 30, 2002.

          (v)       Subordinated Debt;

          (vi)      unsecured Indebtedness for Money Borrowed owing by  any
     Related Party to any other Related Party; and

          (vii)      reimbursement  obligations  under  letters  of  credit
     issued  by any of the lenders under the Bank Agreement, provided  that
     the  aggregate principal amount of such reimbursement obligations does
     not exceed $25,000,000 at any one time (exclusive of Letters of Credit
     issued under the Bank Agreement).

     6M.   Transactions with Affiliates.  The Company 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 (i) in the ordinary course of
and  pursuant  to  the  reasonable requirements of the  Company's  or  such
Subsidiary's business and upon fair and reasonable terms no less  favorable
to  the  Company  or such Subsidiary than it would obtain in  a  comparable
arm's-length transaction with a Person other than an Affiliate, or (ii) for
transactions between Loan Parties.

     6N.   Creation of Subsidiaries.  The Company shall not, and shall  not
permit  any Subsidiary to, create any Subsidiary unless (i) such Subsidiary
is  a Wholly Owned Subsidiary, (ii) such Subsidiary is organized under  the
laws  of  a  jurisdiction within the United States of America,  (iii)  such
Subsidiary  executes  at  the time of its creation the  Security  Agreement
(together  with  applicable Uniform Commercial Code financing  statements),
the  Subsidiary  Guaranty Agreement 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 (as such term is  defined
in  Section  3.21  of  the  Bank Agreement), (iv) an  opinion  of  counsel,
acceptable  to  Prudential, is delivered to Prudential confirming  the  due
organization  of  such  Subsidiary,  the  enforceability  of  the  Security
Agreement, the Subsidiary Guaranty Agreement and the Contribution Agreement
against  such  Subsidiary,  and  such  other  matters  as  Prudential   may
reasonably  request,  and  (v)  no Event of Default  has  occurred  and  is
continuing immediately prior to or after the creation of the Subsidiary.

     6O.  Bank Agreement.  The Company will not amend, modify or supplement
the  Bank  Agreement  to  (i) permit any additional  mandatory  prepayments
thereunder,  (ii)  require  the  reduction  of  the  commitments  to   lend
thereunder  (iii)  change the amortization of any term loan  thereunder  or
(iv) permit the prepayment of any term loan thereunder.

     7.   EVENTS OF DEFAULT.

     7A.  Acceleration.  If any of the following events shall occur and  be
continuing for any reason whatsoever (and whether such occurrence shall  be
voluntary or involuntary or come about or be effected by operation  of  law
or otherwise):

          (i)        the  Company defaults in the payment of any  principal
     of, or Yield-Maintenance Amount payable with respect to, any Note when
     the same shall become due, either by the terms thereof or otherwise as
     herein provided; or

          (ii)      the Company defaults in the payment of any interest  on
     any Note for more than 5 days after the date due; or

          (iii)      the  Company  or any Subsidiary defaults  (whether  as
     primary  obligor or as guarantor or other surety) in  any  payment  of
     principal  of  or interest on any other obligation for Money  Borrowed
     (or   any  Capitalized  Lease  Obligation,  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)  beyond
     any  period of grace provided with respect thereto, or the Company  or
     any  Subsidiary fails to perform or observe any other agreement,  term
     or   condition  contained  in  any  agreement  under  which  any  such
     obligation is created (or if any other event thereunder or  under  any
     such  agreement shall occur and be continuing) and 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 (or to be repurchased by  the
     Company or any Subsidiary) prior to any stated maturity; or

          (iv)       any  representation or warranty made  by  the  Company
     herein  or  by  the  Company or any of its  officers  in  any  writing
     furnished  in connection with or pursuant to this Agreement  shall  be
     false in any material respect on the date as of which made; or

          (v)        the  Company fails to perform or observe any agreement
     contained in paragraphs 5I, 5K, 5L or 6; or

          (vi)       the  Company  fails to perform or  observe  any  other
     agreement,  term or condition contained herein and such failure  shall
     not  be  remedied within 20 days after any Responsible Officer obtains
     actual knowledge thereof; or

          (vii)      the Company or any Subsidiary makes an assignment  for
     the  benefit of creditors or is generally not paying its debts as such
     debts become due; or

          (viii)     any  decree  or order for relief  in  respect  of  the
     Company   or   any   Subsidiary  is  entered  under  any   bankruptcy,
     reorganization,  compromise, arrangement, insolvency, readjustment  of
     debt,  dissolution  or  liquidation or similar  law,  whether  now  or
     hereafter  in  effect  (herein called the "Bankruptcy  Law"),  of  any
     jurisdiction; or

          (ix)       the Company or any Subsidiary petitions or applies  to
     any  tribunal  for,  or  consents to, the appointment  of,  or  taking
     possession  by, a trustee, receiver, custodian, liquidator or  similar
     official of the Company or any Subsidiary, or of any substantial  part
     of  the  assets  of  the  Company or any Subsidiary,  or  commences  a
     voluntary  case under the Bankruptcy Law of the United States  or  any
     proceedings (other than proceedings for the voluntary liquidation  and
     dissolution of a Subsidiary) relating to the Company or any Subsidiary
     under the Bankruptcy Law of any other jurisdiction; or

          (x)        any such petition or application is filed, or any such
     proceedings  are commenced, against the Company or any Subsidiary  and
     the  Company  or  such  Subsidiary by any act indicates  its  approval
     thereof,  consent  thereto  or  acquiescence  therein,  or  an  order,
     judgment  or decree is entered appointing any such trustee,  receiver,
     custodian,  liquidator or similar official, or approving the  petition
     in  any  such proceedings, and such order, judgment or decree  remains
     unstayed and in effect for more than 30 days; or

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

          (xii)      any  order,  judgment or  decree  is  entered  in  any
     proceedings against the Company or any Subsidiary decreeing a split-up
     of  the  Company 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  Company  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 the Consolidated Net Earnings of the Company  and
     its  Subsidiaries (determined in accordance with GAAP) 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

          (xiii)     one or more final judgments in an aggregate amount  in
     excess of $1,000,000 is rendered against the Company or any Subsidiary
     and,  within  30  days after entry thereof, any 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

          (xiv)     the Company or any ERISA Affiliate, in its capacity  as
     an  employer under a Multiemployer Plan, makes a complete  or  partial
     withdrawal from such Multiemployer Plan resulting in the incurrence by
     such  withdrawing  employer of a withdrawal  liability  in  an  amount
     exceeding $1,000,000;

          (xv)       the Company or any Guarantor or any other Person shall
     disavow or attempt to terminate any or all of the Related Documents or
     any  or  all of the Related Documents shall cease to be in full  force
     and effect in whole or in part for any reason whatsoever; or

          (xvi)      any  of  the  Security Documents shall  be  cancelled,
     terminated, revoked or rescinded or the security interests,  mortgages
     or  liens  in  any of the Collateral shall cease to be  perfected,  or
     shall  cease  to  have  the  priority  contemplated  by  the  Security
     Documents,  or  any action at law, suit or in equity  or  other  legal
     proceeding  to cancel, revoke or rescind any of the Related  Documents
     shall  be  commenced  by or on behalf of the Company  or  any  of  its
     Subsidiaries party thereto or any of their respective stockholders  or
     any other Person, or any court or any other governmental or regulatory
     authority   or   agency  of  competent  jurisdiction  shall   make   a
     determination that, or issue a judgment, order, decree  or  ruling  to
     the effect that, any one or more of the Security Documents is illegal,
     invalid or unenforceable in accordance with the terms thereof; or

          (xvii)     (i) an event of default shall have occurred under  the
     Credit  Agreement (without giving effect to any amendment, consent  or
     waiver thereof), or (ii) the banks party to the Credit Agreement shall
     accelerate  the  maturity  of  all or any  part  of  the  indebtedness
     thereunder, or (iii) the commitments under the Credit Agreement  shall
     be  terminated in whole or in part, or (iv) the bank a  party  to  the
     Credit  Agreement  shall  refuse to advance  funds  under  the  Credit
     Agreement for any reason whatsoever;

then:
          (a)  if such event is an Event of Default specified in clause (i)
     or (ii) of this paragraph 7A, any holder of any Note may at its option
     during  the continuance of such Event of Default, by notice in writing
     to the Company declare all of the Notes held by such holder to be, and
     all  of  the Notes held by such holder shall thereupon be and  become,
     immediately  due  and  payable at par together with  interest  accrued
     thereon,  without presentment, demand, protest or notice of any  kind,
     all of which are hereby waived by the Company,

          (b)   if  such event is an Event of Default specified  in  clause
     (viii),  (ix) or (x) of this paragraph 7A with respect to the Company,
     all  of  the Notes at the time outstanding shall automatically  become
     immediately due and payable together with interest accrued thereon and
     together  with the Yield-Maintenance Amount, if any, with  respect  to
     each Note, without presentment, demand, protest or notice of any kind,
     all of which are hereby waived by the Company, and

          (c)   with respect to any event constituting an Event of Default,
     the  Required Holder(s) of the Notes of any Series may at its or their
     option  during the continuance of such Event of Default, by notice  in
     writing to the Company, declare all of the Notes of such Series to be,
     and  all  of  the Notes of such Series shall thereupon be and  become,
     immediately due and payable together with interest accrued thereon and
     together  with the Yield-Maintenance Amount, if any, with  respect  to
     each  Note  of  such Series, without presentment, demand,  protest  or
     notice of any kind, all of which are hereby waived by the Company.

     7B.   Rescission of Acceleration.  At any time after any or all of the
Notes  of  any Series shall have been declared immediately due and  payable
pursuant  to  paragraph 7A, the Required Holder(s) of  the  Notes  of  such
Series  may,  by notice in writing to the Company, rescind and  annul  such
declaration  and its consequences if (i) the Company shall  have  paid  all
overdue  interest on the Notes of such Series, the principal of and  Yield-
Maintenance  Amount,  if any, payable with respect to  any  Notes  of  such
Series  which have become due otherwise than by reason of such declaration,
and  interest  on  such overdue interest and overdue principal  and  Yield-
Maintenance  Amount  at  the rate specified in the Notes  of  such  Series,
(ii)  the  Company shall not have paid any amounts which  have  become  due
solely  by  reason  of such declaration, (iii) all Events  of  Default  and
Defaults, other than non-payment of amounts which have become due solely by
reason  of  such declaration, shall have been cured or waived  pursuant  to
paragraph  11C, and (iv) no judgment or decree shall have been entered  for
the payment of any amounts due pursuant to the Notes of such Series or this
Agreement.   No such rescission or annulment shall extend to or affect  any
subsequent  Event  of  Default  or Default  or  impair  any  right  arising
therefrom.

     7C.  Notice of Acceleration or Rescission.  Whenever any Note shall be
declared  immediately due and payable pursuant to paragraph 7A or any  such
declaration shall be rescinded and annulled pursuant to paragraph  7B,  the
Company  shall forthwith give written notice thereof to the holder of  each
Note of each Series at the time outstanding.

     7D.   Other Remedies.  If any Event of Default or Default shall  occur
and  be  continuing,  the  holder of any Note may proceed  to  protect  and
enforce  its  rights under this Agreement and such Note by exercising  such
remedies  as  are  available  to  such  holder  in  respect  thereof  under
applicable  law,  either by suit in equity or by action at  law,  or  both,
whether  for  specific  performance of  any  covenant  or  other  agreement
contained in this Agreement or in aid of the exercise of any power  granted
in  this Agreement.  No remedy conferred in this Agreement upon the  holder
of  any Note is intended to be exclusive of any other remedy, and each  and
every  such  remedy shall be cumulative and shall be in addition  to  every
other  remedy conferred herein or now or hereafter existing at  law  or  in
equity or by statute or otherwise.

     8.     REPRESENTATIONS,   COVENANTS  AND  WARRANTIES.    The   Company
represents, covenants and warrants as follows:

     8A.   Organization and Qualification.  The Company is an  agricultural
membership  cooperative  duly incorporated and existing  in  good  standing
under  the  Cooperating  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  Company  and  each
Subsidiary  has the corporate power to own its respective property  and  to
carry  on  its respective business as now being conducted, and the  Company
and  each  Subsidiary  is  duly qualified as a foreign  corporation  to  do
business and in good standing in every jurisdiction in which the nature  of
the  respective business conducted by property owned by it legally requires
such  qualification  except to the extent failure to so  qualify  does  not
result in a Material Adverse Effect.

     8B.   Financial Statements.  The Company has furnished  you  with  the
following financial statements, identified by a principal financial officer
of  the  Company:   consolidated balance sheets  of  the  Company  and  its
Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated
statements  of operations and statements of patrons' and other  equity  and
comprehensive  income  (loss)  and  cash  flows  of  the  Company  and  its
Subsidiaries   for  such  years,  all  certified  by  KPMG  Peat   Marwick,
consolidated  balance  sheets of the Company and  its  Subsidiaries  as  at
July  1,  2000 and consolidated statements of operations and statements  of
patrons' and other equity and comprehensive income (loss) and cash flows of
the  Company  and its Subsidiaries for the Fiscal Year ending  on  July  1,
2000.   Such  financial statements (including any related schedules  and/or
notes)  are  true  and  correct in all material respects  (subject,  as  to
interim   statements,  to  changes  resulting  from  audits  and   year-end
adjustments),  have  been  prepared in accordance  with  GAAP  consistently
followed  throughout the periods involved and show all liabilities,  direct
and contingent, of the Company and its Subsidiaries required to be shown in
accordance  with  such principles.  The balance sheets fairly  present  the
condition of the Company and its Subsidiaries as at the dates thereof,  and
the  statements of operations and statements of patrons' and  other  equity
and  comprehensive income (loss) and cash flows fairly present the  results
of  the  operations  of the Company and its Subsidiaries  for  the  periods
indicated.  There has been no material change in the business, condition or
operations  (financial or otherwise) of the Company  and  its  Subsidiaries
taken  as  a  whole (except as otherwise described in subsequent  unaudited
quarterly  financial  statements  and  other  correspondence  delivered  to
Prudential) since July 1, 1999.

     8C.   Actions  Pending.   There is no action, suit,  investigation  or
proceeding pending or, to the knowledge of the Company, threatened  against
the  Company or any of its Subsidiaries, or any properties or rights of the
Company  or any of its Subsidiaries, by or before any court, arbitrator  or
administrative  or  governmental body which might result  in  any  material
adverse change in the business, condition or operations of the Company  and
its Subsidiaries as a whole.

     8D.    Outstanding  Debt.   Neither  the  Company  nor  any   of   its
Subsidiaries  has  outstanding any Indebtedness, on  a  consolidated  basis
except  as  permitted by paragraph 6A.  There exists no default  under  the
provisions  of  any  instrument evidencing  such  Indebtedness  or  of  any
agreement relating thereto.

     8E.  Title to Properties. The Company 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  properties
or  assets,  including the properties and assets reflected in  the  balance
sheet  as at July 1, 1999 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 paragraph 6C.  The Company and  its
Subsidiaries  enjoy peaceful and undisturbed possession  under  all  leases
necessary  in  any  material respect for the operation of their  respective
properties  and  assets, none of which contains any unusual  or  burdensome
provisions  which might materially affect or impair the operation  of  such
properties or assets.  All such leases are valid and subsisting and are  in
full force and effect.

     8F.   Taxes.  The Company 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 Company, are required to be  filed,  and
each  has  paid  all taxes as shown on said returns and on 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.   Federal
income  tax returns of the Company and its Subsidiaries have been  examined
and  reported on by the taxing authorities or closed by applicable statutes
and  satisfied for all Fiscal Years prior to and including the Fiscal  Year
ended in 1996.  Income taxes of the Company and its Subsidiaries filed with
the  State  of  Georgia have been examined and reported on  by  the  taxing
authorities or closed by applicable statutes and satisfied for  all  Fiscal
Years prior to and including the Fiscal Year ended in 2001.

     8G.  Conflicting Agreements or Other Matters.  Neither the Company nor
any  of its Subsidiaries is a party to any contract or agreement or subject
to  any  charter  or  other  corporate  restriction  which  materially  and
adversely affects its business, property or assets, or financial condition.
Neither  the  execution nor delivery of this Agreement nor of the  Exchange
Notes,  nor the offering, issuance and exchange of the Exchange Notes,  nor
fulfillment of nor compliance with the terms and provisions hereof  and  of
the  Exchange Notes 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 Company or any of its Subsidiaries pursuant to,
the charter or by-laws of the Company 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 Company or any of its Subsidiaries  is  subject.
Neither the Company nor any of its Subsidiaries is a party to, or otherwise
subject   to   any  provision  contained  in,  any  instrument   evidencing
Indebtedness  of  the  Company or such Subsidiary, 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 Company of the type to be evidenced by the Exchange
Notes  except as set forth in the agreements listed in Schedule 8G attached
hereto.

     8H.   Offering of Exchange Notes.  Neither the Company nor  any  agent
acting  on  its  behalf has, directly or indirectly, offered  the  Exchange
Notes or any similar security of the Company for sale to, or solicited  any
offers  to  buy the Exchange Notes or any similar security of  the  Company
from, or otherwise approached or negotiated with respect thereto with,  any
Person other than you, and neither the Company nor any agent acting on  its
behalf  has taken or will take any action which would subject the  exchange
of  the Exchange Notes to the provisions of Section 5 of the Securities Act
of 1933, as amended, or to the provisions of any securities or Blue Sky law
of any applicable jurisdiction.  The Company hereby represents and warrants
to  you  that, within the preceding twelve months, neither the Company  nor
any  Person  acting on behalf of the Company has offered  or  sold  to  any
Person,  any notes, or any securities of the same or similar class  as  the
Exchange  Notes,  or  any  other substantially similar  securities  of  the
Company.

     8I.   Use  of Proceeds/Margin Regulations, Etc.  The proceeds  of  the
1997  Series A Notes and 1997 Series B Notes were used for general  working
capital  purposes.  Neither the Company nor any agent acting on its  behalf
has  taken or will take any action which might cause this Agreement or  the
Exchange Notes to violate Regulation U or X or (to our best knowledge)  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.

     8J.   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  Pension Benefit Guaranty Corporation  has  been  or  is
expected by the Company to be incurred with respect to any Plan (other than
a Multiemployer Plan) by the Company or any of its Subsidiaries which is or
would be materially adverse to the Company and its Subsidiaries taken as  a
whole.   Neither  the Company nor any of its Subsidiaries has  incurred  or
presently  expects  to incur any withdrawal liability  under  Title  IV  of
ERISA  which  respect  to  any Multiemployer Plan  which  is  or  would  be
materially  adverse to the Company and its Subsidiaries taken as  a  whole.
The  execution and delivery of this Agreement and the issue or exchange  of
the  Exchange Notes 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.

     8K.  Foreign Assets Control Regulations.  Neither the borrowing by the
Company  hereunder nor its use of the proceeds thereof violated 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).

     8L.   Governmental Consent.  Neither the nature of the Company  or  of
any  Subsidiary, nor any of their respective businesses or properties,  nor
any  relationship  between  the Company or any  Subsidiary  and  any  other
Person,  nor any circumstance in connection with the offer, issue, exchange
or  delivery of the Exchange Notes 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, the offer, issue,  exchange  or
delivery  of  the Exchange Notes or fulfillment of or compliance  with  the
terms and provisions hereof or of the Exchange Notes.

     8M.   Possession  of Franchises, Licenses, Etc.  The Company  and  its
Subsidiaries  possess all franchise, certificates, licenses,  permits,  and
other authorizations from governmental political subdivisions 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 properties and assets and  neither  the
Company  nor any Subsidiary is in violation of any thereof in any  material
respect.

     8N.  Pollution and Other Regulations.  The Company and each Subsidiary
have obtained all material permits, licenses and other authorizations which
are required under, and are in material 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 or 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.  The  Company  and
each  Subsidiary  are in material compliance with all laws and  regulations
relating  to  equal employment opportunity and employee health and  safety,
and  health  and sanitary codes, in all jurisdictions in which the  Company
and  each  Subsidiary are presently doing business.  The Company  will  and
will  cause each Subsidiary to be in material compliance with all laws  and
regulations which may be legally imposed in the future in jurisdictions  in
which the Company and any Subsidiary may then be doing business.

     8O.   Disclosure.   Neither  this Agreement nor  any  other  document,
certificate or statement furnished to you by or on behalf of the Company in
connection  herewith 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 peculiar  to
the  Company or any of its Subsidiaries which materially adversely  affects
or  in  the  future may (so far as the Company can now foresee)  materially
adversely  affect the business, property or assets, or financial  condition
of  the Company or any of its Subsidiaries which has not been set forth  in
this  Agreement  or  in  the other documents, certificates  and  statements
furnished to you by or on behalf of the Company contemplated hereby.

     9.    REPRESENTATIONS  OF PRUDENTIAL.  Prudential represents  that  it
acquired  the 2000 Series B Exchange Notes and the 2000 Series  C  Exchange
Notes  for  investment for its own account, not as a nominee or agent,  and
not  with  a  view  to, or for resale in connection with, any  distribution
thereof  within  the  meaning  of the Securities  Act,  provided  that  the
disposition  of  Prudential's property shall at all  times  be  and  remain
within its control.

     10.   DEFINITIONS;  ACCOUNTING  MATTERS.   For  the  purpose  of  this
Agreement, the terms defined in paragraphs 10A and 10B (or within the  text
of  any  other  paragraph)  shall  have the respective  meanings  specified
therein  and  all  accounting matters shall be subject to determination  as
provided in paragraph 10C.

     10A. Yield-Maintenance Terms.

     "Called Principal" shall mean, with respect to any Note, the principal
of such Note that is to be prepaid pursuant to paragraph 4B or paragraph 4F
or  is declared to be immediately due and payable pursuant to paragraph 7A,
as the context requires.

     "Designated Spread" shall mean .50% of 1%.

     "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  (as  converted to reflect the periodic basis on which  interest  on
such  Note  is payable, if interest is payable other than on a  semi-annual
basis)  equal  to  the  Reinvestment Yield  with  respect  to  such  Called
Principal.

     "Reinvestment Yield" shall mean, with respect to the Called  Principal
of  any  Note, the Designated Spread over the yield to maturity implied  by
(i) the yields reported, as of 10:00 A.M. (New York City local time) on the
Business Day next preceding the Settlement Date with respect to such Called
Principal,  on the display designated as "Page 678" on the Bridge  Telerate
Service  (or  such  other display as may replace page  678  on  the  Bridge
Telerate  Service)  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 if such yields shall not be reported as  of  such
time  or  the  yields reported as of such time shall not be  ascertainable,
(ii)  the Treasury Constant Maturity Series yields reported, for the latest
day  for  which such yields shall have been so reported as of the  Business
Day  next  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
shall  be  determined, if necessary, by (a) converting U.S.  Treasury  bill
quotations to bond-equivalent yields in accordance with accepted  financial
practice and (b) interpolating linearly between yields reported for various
maturities.   The  Reinstatement Yield will be rounded to  that  number  of
decimal places as appears in the Applicable Rate for the Notes.

     "Remaining  Average  Life"  shall mean, with  respect  to  the  Called
Principal of any Note, the number of years (calculated to the nearest  one-
twelfth year) obtained by dividing  (i) such Called Principal into (ii) the
sum  of  the products obtained by multiplying (a) each Remaining  Scheduled
Payment  of such Called Principal (but not of interest thereon) by (b)  the
number  of  years (calculated to the nearest one-twelfth year)  which  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 on or 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.

     "Settlement Date" shall mean, with respect to the Called Principal  of
any Note, the date on which such Called Principal is to be prepaid pursuant
to  paragraph 4A or paragraph 4F or is declared to be immediately  due  and
payable pursuant to paragraph 7A, as the context requires.

     "Yield-Maintenance Amount" shall mean, with respect to  any  Note,  an
amount  equal to the excess, if any, of the Discounted Value of the  Called
Principal  of  such  Note over the sum of (i) such  Called  Principal  plus
(ii)  interest  accrued  thereon  as of (including  interest  due  on)  the
Settlement  Date  with  respect  to  such  Called  Principal.   The  Yield-
Maintenance Amount shall in no event be less than zero.

     10B. Other Terms.

     "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 (i) to vote 10% or more of the securities  having
ordinary voting power for the election of directors of such Person or  (ii)
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 Company and its Subsidiaries
notwithstanding anything else to the contrary contained herein.

     "Agratech  Seeds,  Inc." shall mean AgraTrade Seeds  Inc.,  a  Georgia
corporation and wholly-owned Subsidiary of the Company.

     "Agreement" shall mean this Note Agreement, together with all Exhibits
and Schedules hereto, as from time to time amended and supplemented.

     "Applicable  Rate"  shall  mean the interest  rate  of  the  Notes  as
adjusted,  at  the  end of each of its Fiscal Quarters  (calculated  as  of
September 30, 2000 for the Applicable Rate applicable immediately following
the  Exchange  Closing Day) based upon the Company's ratio of  Consolidated
Total Adjusted Debt to EBITDA as calculated pursuant to paragraph 6A(8), as
follows for each Note:


                 Less     Less     Less     Less     Less     Less
                 than or  than or  than or  than or  than or  than
                 equal    equal    equal    equal    equal    equal    Less
                 to 5.0   to 4.5   to 4.0   to 3.75  to 3.25  to 2.75  than
        Greater  or great-or great-or great-or great-or great-or great-or
        than 5.0 er than  er than  er than  er than  er than  er than  equal
                 4.5      4.0      3.75     3.25     2.75     2.25     to 2.25
TAD
to
EBITDA

Series C
Exchange
Notes due
May 2012  11.50% 11.00%   11.00%   10.75%   10.50%   10.25%   9.25%   8.75%

Series B
Exchange
Notes due
Feb. 2012 11.25% 10.75%   10.75%   10.50%   10.25%   10.00%   9.00%   8.50%

     "Authorized  Officer" shall mean (i) in the case of the  Company,  its
chief  executive officer, its chief financial officer, its  Treasurer,  any
vice president of the Company designated as an "Authorized Officer" of  the
Company  in the Information Schedule attached hereto or any vice  president
of the Company designated as an "Authorized Officer" of the Company for the
purpose  of  this  Agreement in an Officer's Certificate  executed  by  the
Company's  chief executive officer or chief financial officer and delivered
to  Prudential,  and  (ii)  in  the case  of  Prudential,  any  officer  of
Prudential  designated  as  its "Authorized  Officer"  in  the  Information
Schedule  or  any  officer  of  Prudential designated  as  its  "Authorized
Officer" for the purpose of this Agreement in a certificate executed by one
of  its  Authorized  Officers.  Any action taken under  this  Agreement  on
behalf  of the Company by any individual who on or after the date  of  this
Agreement  shall  have been an Authorized Officer of the Company  and  whom
Prudential  in  good  faith  believes to be an Authorized  Officer  of  the
Company  at  the time of such action shall be binding on the  Company  even
though such individual shall have ceased to be an Authorized Officer of the
Company,  and any action taken under this Agreement on behalf of Prudential
by  any  individual who on or after the date of this Agreement  shall  have
been an Authorized Officer of Prudential and whom the Company in good faith
believes  to  be an Authorized Officer of Prudential at the  time  of  such
action  shall  be  binding on Prudential even though such individual  shall
have ceased to be an Authorized Officer of Prudential.

     "Bank  Agreement" shall mean that certain Third Amended  and  Restated
Credit  Agreement  dated as of the date hereof among the  Company,  various
banks,  lending institutions and institutional investors party thereto  and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland",
New  York  Branch, as Agent, as it may be amended, modified or supplemented
in a manner acceptable to Prudential.

     "Bankruptcy Law" shall have the meaning specified in clause (viii)  of
paragraph 7A.

     "Business  Day"  shall mean any day other than (i)  a  Saturday  or  a
Sunday,  (ii) a day on which commercial banks in New York City are required
or authorized to be closed.

     "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  good  will
created on the balance sheet of the Company from the purchase of the common
stock of Golden Poultry.

     "Capital  Expenditure Carry Forward Amount" shall mean, to the  extent
positive,  for any fiscal year, a carry forward amount equal to $50,000,000
less  the  aggregate  amount  of  Capital  Expenditures  made  pursuant  to
Paragraph 6K(ii) in the immediately preceding fiscal year.

     "Capital   Expenditures"  shall  mean  amounts  paid  or  indebtedness
incurred  by the Company or any of its Subsidiaries in connection with  the
purchase  or  lease  by the Company 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.

     "Capitalized Lease Obligation or Capital Leases" shall mean any rental
obligation  which, under GAAP, is or will be required to be capitalized  on
the  books  of  the Company or any Subsidiary, taken at the amount  thereof
accounted for as indebtedness (net of interest expenses) in accordance with
such principles.

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

     "CoBank  Note" shall mean the note issued by Young Pecan to the  order
of  CoBank,  ACB  as  referenced in that certain Debt Repurchase  Agreement
between  CoBank,  ACB, the Company and Young Pecan Shelling  Company,  Inc.
dated as of April 30, 2001.

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

     "Collateral"  shall  have the meaning specified in  the  Intercreditor
Agreement.

     "Company" shall mean Gold Kist Inc.

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

     "Consolidated Current Liabilities" shall mean the current  liabilities
of  the Company 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 Company  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  Lease Expense" shall mean, for any  period,  the  total
rental  obligations under operating leases for such period of  the  Company
and  its Subsidiaries determined on a consolidated basis in accordance with
GAAP.

     "Consolidated Net Earnings" shall mean consolidated gross revenues  of
the  Company  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  Company  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  Company 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  Company  and
its Subsidiaries, consolidated in accordance with GAAP.

     "Consolidated  Senior  Debt" shall mean the sum  of  (i)  Consolidated
Total  Debt, less (ii) any amounts outstanding under any Subordinated  Debt
of  the  Company (to the extent included in Consolidated Total Debt),  less
(iii)  [any  obligations with respect to letters of credit issued  for  the
account of the Company 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  Company  or  such
Subsidiary  of  a demand for reimbursement thereunder], and less  (iv)  any
other  Consolidated  Total  Debt  subordinated  to  the  repayment  of  the
Company's  obligations to the holders of the Notes in  form  and  substance
satisfactory to the Required Holders.

     "Consolidated Tangible Net Worth" shall mean Consolidated  Net  Worth,
less  the  Intangible  Assets  of the Company  and  its  Subsidiaries,  but
including  the goodwill (as reflected on the Company's financial statements
delivered  pursuant to paragraph 5A hereof from time to  time  but  not  to
exceed  $23,900,000)  created in connection with  the  acquisition  by  the
Company of the outstanding equity of Golden Poultry in September, 1997 plus
up  to  $20,000,000 in connection with any write-down in the book value  of
the SSC Securities for the period ending March 2002 and thereafter.

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

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

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

     "Contribution  Agreement" shall mean the Second Amended  and  Restated
Contribution Agreement, substantially in the form of Exhibit D, as  it  may
be amended, modified, supplemented or restated from time to time.

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

     "EBIT" shall mean, for any period, an amount equal to (i) 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 (ii) any items of gain  or
plus   any  items  of  loss,  which  were  included  in  determining   such
Consolidated Net Earnings and were (a) not realized in the ordinary  course
of business or (b) the result of any sale of assets.

     "EBITDA"  shall  mean, for the Company and its Subsidiaries,  for  any
period,  an amount equal to (i) the sum for each period of (a) Consolidated
Net  Earnings  plus,  (b)  to  the extent subtracted  in  determining  such
Consolidated  Net Earnings, (x) provisions for taxes based  on  income  and
Consolidated  Interest Expense, and (y) depreciation  and  amortization  of
assets  for such period, minus (ii) any items of gain or plus any items  of
loss, which were included in determining such Consolidated Net Earnings and
were  (1) not realized in the ordinary course of business or (2) the result
of any sale of assets.

     "Environmental Judgments and Orders" shall mean all judgments, decrees
or  orders  arising  from or in any way associated with  any  Environmental
Requirements,  whether  or not entered upon consent or  written  agreements
with an Environmental Authority or other entity arising from or in any  way
associated  with any Environmental Requirement, whether or not incorporated
in a judgment, degree or order.

     "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 (i) 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 (ii) 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  (iii)  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.).

     "Environmental  Liabilities"  shall  mean  any  liabilities,   whether
accrued  or  contingent,  arising from  or  relating  in  any  way  to  any
Environmental Requirements.

     "Environmental Notices" shall mean any written communication from  any
Environmental Authority stating possible or alleged noncompliance  with  or
possible   or   alleged  liability  under  any  Environmental  Requirement,
including without limitation any complaints, citations, demands or requests
from  any Environmental Authority for correction of any purported violation
of  any  Environmental  Requirements or any  investigation  concerning  any
purported  violation  of  any  Environmental  Requirements.   Environmental
Notices also shall mean (i) any written communication from any other Person
threatening  litigation or administrative proceedings against or  involving
the Company relating to alleged violation of any Environmental Requirements
and  (ii)  any complaint, petition or similar documents filed by any  other
Person  commencing  litigation  or administrative  proceedings  against  or
involving  the  Company relating to alleged violation of any  Environmental
Requirements.

     "Environmental  Proceedings" shall mean any judicial or administrative
proceedings  arising from or in any way associated with  any  Environmental
Requirement.

     "Environmental Releases" shall mean releases (as defined in CERCLA  or
under  any  applicable state or local environmental law or  regulation)  of
Hazardous Materials.  Environmental Releases does not include releases  for
which  no  remediation or reporting is required by applicable Environmental
Requirements  and which do not present a danger to health,  safety  or  the
environment.

     "Environmental Requirements" shall mean any applicable local, state or
federal  law,  rule, regulation, permit, order, decision, determination  or
requirement relating in any way to Hazardous Materials or to health, safety
or the environment.

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

     "ERISA Affiliate" shall mean any corporation which is a member of  the
same controlled group of corporations as the Company within the meaning  of
section 414(b) of the Code, or any trade or business which is under  common
control with the Company within the meaning of section 414(c) of the Code.

     "Event of Default" shall mean any of the events specified in paragraph
7A,  provided  that there has been satisfied any requirement in  connection
with  such  event for the giving of notice, or the lapse of  time,  or  the
happening of any further condition, event or act, and "Default" shall  mean
any of such events, whether or not any such requirement has been satisfied.

     "Exchange  Act"  shall mean the Securities Exchange Act  of  1934,  as
amended.

     "Exchange  Closing" or "Exchange Closing Day" shall have  the  meaning
specified in paragraph 2.

     "Exchange Notes" shall have the meaning specified in paragraph 1A.

     "Fiscal  Quarter"  shall mean the applicable  fiscal  quarter  of  the
Company.

     "Fiscal Year" shall mean the applicable fiscal year of the Company.

     "Fixed  Charge Coverage Ratio" means, as of the last day of any Fiscal
Quarter,  the ratio of (i) EBITDA for the four Fiscal Quarter  period  then
ended,  to (ii) the sum of (a) Consolidated Interest Expense for  the  four
Fiscal Quarter period then ended, and (b) the aggregate scheduled principal
amount  of Indebtedness for Money Borrowed (other than the Revolving Loans)
to be paid within one year after the last day of such Fiscal Quarter.

     "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 Company 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 Company.

     "Golden   Poultry"  shall  mean  Golden  Poultry  Company,   Inc.,   a
corporation  formerly organized under the laws of the State of Georgia  but
no longer in existence, which was a Subsidiary of the Company.

     "Guarantee  or Guaranty" shall mean, with respect to any  Person,  any
direct or indirect liability, contingent or otherwise, of such Person  with
respect  to  any  indebtedness,  lease, dividend  or  other  obligation  of
another,  including,  without limitation, any such obligation  directly  or
indirectly  guaranteed, endorsed (otherwise than for collection or  deposit
in  the ordinary course of business) or discounted or sold with recourse by
such  Person, or in respect of which such Person is otherwise  directly  or
indirectly  liable, including, without limitation, any such  obligation  in
effect  guaranteed  by  such Person through any  agreement  (contingent  or
otherwise) to purchase, repurchase or otherwise acquire such obligation  or
any security therefor, or to provide funds for the payment or discharge  of
such  obligation (whether in the form of loans, advances, stock  purchases,
capital  contributions or otherwise), or to maintain the  solvency  or  any
balance  sheet  or  other  financial  condition  of  the  obligor  of  such
obligation,  or to make payment for any products, materials or supplies  or
for  any transportation or service, regardless of the non-delivery or  non-
furnishing  thereof,  in any such case if the purpose  or  intent  of  such
agreement  is  to provide assurance that such obligation will  be  paid  or
discharged, or that any agreements relating thereto will be complied  with,
or  that  the holders of such obligation will be protected against loss  in
respect thereof.  The amount of any Guarantee or Guaranty shall be equal to
the  outstanding  principal  amount of the obligation  guaranteed  or  such
lesser  amount  to which the maximum exposure of the guarantor  shall  have
been specifically limited.

     "Guarantor"  shall  have the meaning specified  in  the  Intercreditor
Agreement.

     "Guaranty  Agreement  " shall have the meaning assigned  to  the  term
Guaranties in the Intercreditor Agreement.

     "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,   futures
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 or interest rates.

     "including" shall mean, unless the context clearly requires otherwise,
"including without limitation".

     "Indebtedness" of any Person shall mean, without duplication  (i)  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, obligations evidenced by bonds, debentures,
notes or other similar instruments, and such Person's pro-rata share of any
obligations  of a general partnership in which such Person is  the  general
partner);  (ii)  all  rental  obligations  under  leases  required  to   be
capitalized  under  GAAP; (iii) all Guaranties of  such  Person  (including
contingent reimbursement obligations under undrawn letters of credit); (iv)
Indebtedness  of  others secured by any Lien upon property  owned  by  such
Person,  whether  or not assumed; and (v) 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; provided, however, that unless and until Young  Pecan
is  deemed  a Subsidiary of the Company pursuant to this Agreement,  clause
(i)  of  this definition of "Indebtedness" shall not include the  Company's
pro rata share, as a general partner of Young Pecan, of the indebtedness of
Young Pecan.

     "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), organization costs, licenses and permits.

     "Intercreditor Agreement" shall mean that certain Second  Amended  and
Restated  Intercreditor Agreement dated as of even date herewith among  the
Company,   the   various  banks,  lending  institutions  and  institutional
investors  a  party  to  the  Bank  Agreement,  and  Cooperatieve  Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York  Branch,  as
amended, modified, supplemented or restated from time to time in accordance
with its terms.

     "Lien"   shall   mean   any  mortgage,  pledge,   security   interest,
encumbrance, lien (statutory or otherwise) or charge of any kind (including
any  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) or any other type  of  preferential
arrangement for the purpose, or having the effect, of protecting a creditor
against  loss  or  securing the payment or performance  of  an  obligation,
including any rights of setoff (whether by statute, common law, contract or
otherwise).

     "Material  Adverse Effect" shall mean any material adverse  change  in
(i)  the  business, results of operations, financial condition,  assets  or
prospects of the Company and its Subsidiaries, taken as a whole,  (ii)  the
ability  of Company or its Subsidiaries to perform their obligations  under
this  Agreement, (iii) the validity or enforceability of the Notes or  this
Agreement, or (iv) the rights or remedies of the Noteholders under  any  of
the Notes or this Agreement.

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

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

          (ii)       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:

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

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

                    (c)     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

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

          (iv)      Indebtedness that is such by virtue of subsection (iii)
     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(a)(3) of ERISA.

     "Noteholder"  shall  have the meaning set forth  in  the  introductory
section of this Agreement.

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

     "Note  Purchase  Date"  shall mean the date  upon  which  the  Company
purchases the CoBank Note.

     "Notes" shall have the meaning specified in paragraph 1.

     "Officer's Certificate" shall mean a certificate signed in the name of
the Company by an Authorized Officer of the Company.

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

     "Plan"  shall mean any employee pension benefit plan (as such term  is
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 Company
or any ERISA Affiliate.

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

     "Prudential"  shall mean The Prudential Insurance Company  of  America
and its successors and assigns.

     "Prudential Affiliate" shall mean (i) any corporation or other  entity
controlling,  controlled by, or under common control with,  Prudential  and
(ii)  any managed account or investment fund which is managed by Prudential
or  a Prudential Affiliate described in clause (i) of this definition.  For
purposes  of  this  definition,  the  terms  "control",  "controlling"  and
"controlled" shall mean the ownership, directly or through subsidiaries, of
a  majority of a corporation's or other entity's Voting Stock or equivalent
voting securities or interests.

     "Related  Documents"  shall  mean  this  Agreement,  the  Notes,   the
Subsidiary  Guaranty  Agreement, the Contribution Agreement,  any  Security
Agreement, the Intercreditor Agreement and any other document delivered  in
connection herewith or therewith.

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

     "Reported  Net Income" shall mean, for any period, the Net  Income  as
reflected  on  the financial statements delivered pursuant to paragraph  5A
hereof.

     "Required  Holder(s)" shall mean the holder or  holders  of  at  least
66  2/3%  of the aggregate principal amount of the Notes or of a Series  of
Notes, as the context may require, from time to time outstanding.

     "Responsible  Officer" shall mean the chief executive  officer,  chief
operating  officer, chief financial officer, treasurer or chief  accounting
officer of the Company, general counsel of the Company or any other officer
of  the Company involved principally in its financial administration or its
controllership function.

     "Restricted  Payments" has the meaning set forth in  paragraph  6B  of
this Agreement.

     "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 Company  pursuant  to  the  Securities
Purchase  Agreement  between  the Company and Southern  States  Cooperative
dated as of October 5, 1999.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

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

     "Security  Documents"  shall mean the Security Agreement,  the  Pledge
Agreement (as such term is defined in the Bank Agreement), the Contribution
Agreement and the Subsidiary Guaranty Agreement.

     "Senior Debt Coverage Ratio" shall mean, as of any fiscal quarter end,
the  ratio  of  (i) Consolidated Senior Debt as of the end of  such  fiscal
quarter,  to (ii) 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
(i)  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, or (ii) the Notes.

     "Series" shall have the meaning specified in paragraph 1A.

     "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.

     "Significant Holder" shall mean (i) Prudential, so long as  Prudential
or  any   Prudential  Affiliate  shall hold (or  be  committed  under  this
Agreement to purchase) any Note, or (ii) any other holder of at least 5% of
the aggregate principal amount of the Notes of any Series from time to time
outstanding.

     "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 Company 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 Company for Money Borrowed except other  Subordinated
Debt  and  shall  include,  without limitation,  the  Subordinated  Capital
Certificates  of Interest, Subordinated Loan Certificates,  and  Cumulative
Preferred Capital Certificates of Interest, issued by the Company.

     "Subordinated  Loan  Certificates" shall mean those  debt  instruments
issued  by  the Company 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"  shall mean any corporation, partnership, joint  venture,
limited liability company, trust or estate or other entity in which (or  of
which) the Company, directly or indirectly, owns or controls more than  50%
of  (i)  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 (ii) the interest in the capital or profits  of  such
Person,  provided,  however, notwithstanding the foregoing,  GC  Properties
shall  not  be  deemed to be a "Subsidiary" of the Company,  and  provided,
further, notwithstanding the foregoing, Young Pecan shall not be deemed  to
be a "Subsidiary" of the Company until the earlier of (x) October 31, 2002,
and (y) the date of any repurchase demand on, or repurchase by, the Company
of  the  CoBank  Note  pursuant to that certain Debt  Repurchase  Agreement
between  CoBank,  ACB, the Company and Young Pecan Shelling  Company,  Inc.
dated as of April 30, 2001.

     "Subsidiary  Guaranty  Agreement" shall mean the  Second  Amended  and
Restated  Subsidiary  Guaranty  Agreement, substantially  in  the  form  of
Exhibit  C,  as it may be amended, modified, supplemented or restated  from
time to time.

     "Substantial Part" shall mean, with respect to the consolidated assets
of  the  Company  and  all  Subsidiaries, assets which,  as  a  whole,  (x)
constitute  more  than 10% of Consolidated Total Assets or (y)  contributed
more than 15% of Consolidated Net Earnings for any one or more of the three
prior Fiscal Years of the Company.

     "2000  Agreement" shall have the meaning specified in the recitals  to
this Agreement.

     "2000  Series  B  Exchange Note" shall have the meaning  specified  in
paragraph 1.

     "2000  Series  C  Exchange Note" shall have the meaning  specified  in
paragraph 1.

     "Total Capital" shall mean the sum of Consolidated Total Adjusted Debt
and  Shareholders'  Equity (less any amount shown as  "unrealized  gain  on
marketable  equity  securities" on the Company's financial  statement  most
recently delivered pursuant to paragraph 5A(1).

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

          (i)       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

          (ii)       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

          (iii)     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 during the period in which Young Pecan is not deemed to
     be  a "Subsidiary" as described in the last sentence of the definition
     of "Subsidiary"); and

          (iv)       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 Company or any Subsidiary shall be  deemed
to  be  Total  Debt  of  the Company or such Subsidiary  even  though  such
obligation shall not be assumed by the Company or such Subsidiary.

     "Transferee" shall mean any direct or indirect transferee  of  all  or
any part of any Note purchased by any Noteholder under this Agreement.

     "Voting Stock" shall mean, with respect to any corporation, any shares
of  stock  of  such corporation whose holders are entitled  under  ordinary
circumstances  to  vote for the election of directors of  such  corporation
(irrespective  of whether 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).

     "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
Company.

     "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.

     10C.   Accounting   Principles,  Terms  and  Determinations.    Unless
otherwise  specified  herein, all accounting terms  used  herein  shall  be
interpreted,   all  determinations  with  respect  to  accounting   matters
hereunder  shall  be  made,  and  all unaudited  financial  statements  and
certificates  and reports as to financial matters required to be  furnished
hereunder  shall be prepared, in accordance with GAAP applied  on  a  basis
consistent  with  the  most recent audited financial  statements  delivered
pursuant to clause (ii) of paragraph 5A or, if no such statements have been
so  delivered, the most recent audited financial statements referred to  in
clause (i) of paragraph 8B.

     11.  MISCELLANEOUS.

     11A. Note Payments.  The Company agrees that, so long as Prudential or
Gateway  shall  hold  any  Note, it will make  payments  of  principal  of,
interest on, and any Yield-Maintenance Amount payable with respect to, such
Note,  which  comply with the terms of this Agreement, by wire transfer  of
immediately available funds for credit (not later than 12:00 noon, New York
City  local time, on the date due) to (i) the account or accounts specified
in  the Purchaser Schedule attached hereto in the case of any Note or  (ii)
such  other account or accounts in the United States as Prudential may from
time  to  time designate in writing, notwithstanding any contrary provision
herein  or  in  any Note with respect to the place of payment.   Prudential
agrees  that, before disposing of any Note, it will make a notation thereon
(or  on  a  schedule attached thereto) of all principal payments previously
made thereon and of the date to which interest thereon has been paid.   The
Company  agrees  to  afford  the benefits of  this  paragraph  11A  to  any
Transferee which shall have made the same agreement as Prudential has  made
in this paragraph 11A.

     11B.  Expenses.   The Company agrees, whether or not the  transactions
contemplated hereby shall be consummated, to pay, and save each  Noteholder
and  any Transferee harmless against liability for the payment of, all out-
of-pocket  expenses arising in connection with such transactions, including
(i)  all  document  production and duplication charges  and  the  fees  and
expenses  of any special counsel (including, without limitation,  allocated
costs  of  in-house  counsel) engaged by Prudential or  any  Transferee  in
connection  with  this Agreement (other than with respect  to  the  initial
transfer to the Transferee), the transactions contemplated hereby  and  any
subsequent  proposed  modification of,  or  proposed  consent  under,  this
Agreement,  whether or not such proposed modification shall be effected  or
proposed  consent  granted,  and  (ii) the costs  and  expenses,  including
attorneys'  fees, (including, without limitation, allocated  costs  of  in-
house  counsel) incurred by any Noteholder or any Transferee  in  enforcing
(or  determining whether or how to enforce) any rights under this Agreement
or  the  Notes or in responding to any subpoena or other legal  process  or
informal  investigative demand issued in connection with this Agreement  or
the  transactions  contemplated hereby or by  reason  of  any  Transferee's
having  acquired any Note, including without limitation costs and  expenses
incurred in any bankruptcy case.  The obligations of the Company under this
paragraph 11B shall survive the transfer of any Note or portion thereof  or
interest therein by any Noteholder or any Transferee and the payment of any
Note.

     11C.  Consent to Amendments.  This Agreement may be amended,  and  the
Company  may take any action herein prohibited, or omit to perform any  act
herein  required  to be performed by it, if the Company  shall  obtain  the
written  consent  to  such amendment, action or omission  to  act,  of  the
Required  Holder(s) of the Notes of each Series except that, (i)  with  the
written consent of the holders of all Notes of a particular Series, and  if
an  Event of Default shall have occurred and be continuing, of the  holders
of  all Notes of all Series, at the time outstanding (and not without  such
written  consents),  the  Notes  of such  Series  may  be  amended  or  the
provisions  thereof  waived to change the maturity thereof,  to  change  or
affect  the principal thereof, or to change or affect the rate or  time  of
payment of interest on or any Yield-Maintenance Amount payable with respect
to  the  Notes of such Series, and (ii) without the written consent of  the
holder or holders of all Notes at the time outstanding, no amendment to  or
waiver  of  the  provisions of this Agreement shall change  or  affect  the
provisions of paragraph 7A or this paragraph 11C insofar as such provisions
relate  to proportions of the principal amount of the Notes of any  Series,
or  the rights of any individual holder of Notes, required with respect  to
any  declaration  of  Notes to be due and payable or with  respect  to  any
consent, amendment, waiver or declaration.  Each holder of any Note at  the
time or thereafter outstanding shall be bound by any consent authorized  by
this  paragraph  11C, whether or not such Note shall have  been  marked  to
indicate  such consent, but any Notes issued thereafter may bear a notation
referring  to any such consent.  No course of dealing between  the  Company
and the holder of any Note nor any delay in exercising any rights hereunder
or  under any Note shall operate as a waiver of any rights of any holder of
such  Note.   As  used  herein, the term "this  Agreement"  and  references
thereto shall mean this Agreement as it may from time to time be amended or
supplemented.

     11D.  Form, Registration, Transfer and Exchange of Notes; Lost  Notes.
The Notes are issuable as registered notes without coupons in denominations
of at least $1,000,000, except as may be necessary to reflect any principal
amount  not evenly divisible by $1,000,000.  The Company shall keep at  its
principal  office  a register in which the Company shall  provide  for  the
registration  of  Notes  and  of transfers of Notes.   Upon  surrender  for
registration  or  transfer  of  any Note at the  principal  office  of  the
Company, the Company shall, at its expense, execute and deliver one or more
new  Notes  of  like  tenor  and  of  a like  aggregate  principal  amount,
registered in the name of such Transferee or Transferees.  At the option of
the  holder of any Note, such Note may be exchanged for other Notes of like
tenor  and  of any authorized denominations, of a like aggregate  principal
amount, upon surrender of the Note to be exchanged at the principal  office
of  the  Company.  Whenever any Notes are so surrendered for exchange,  the
Company  shall,  at its expense, execute and deliver the  Notes  which  the
holder  making  the exchange is entitled to receive.  Each  installment  of
principal  payable on each installment date upon each new Note issued  upon
any such transfer or exchange shall be in the same proportion to the unpaid
principal  amount of such new Note as the installment of principal  payable
on  such  date  on  the Note surrendered for registration  of  transfer  or
exchange  bore to the unpaid principal amount of such Note.   No  reference
need  be  made  in any such new Note to any installment or installments  of
principal   previously  due  and  paid  upon  the  Note   surrendered   for
registration   of  transfer  or  exchange.   Every  Note  surrendered   for
registration  of  transfer  or  exchange shall  be  duly  endorsed,  or  be
accompanied  by  a  written instrument of transfer duly  executed,  by  the
holder  of such Note or such holder's attorney duly authorized in  writing.
Any  Note or Notes issued in exchange for any Note or upon transfer thereof
shall carry the rights to unpaid interest and interest to accrue which were
carried  by the Note so exchanged or transferred, so that neither gain  nor
loss  of  interest shall result from any such transfer or  exchange.   Upon
receipt  of written notice from the holder of any Note of the loss,  theft,
destruction or mutilation of such Note and, in the case of any  such  loss,
theft  or  destruction, upon receipt of such holder's  unsecured  indemnity
agreement,  or  in  the  case  of any such mutilation  upon  surrender  and
cancellation of such Note, the Company will make and deliver a new Note, of
like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

     11E.  Persons Deemed Owners; Participations.  Prior to due presentment
for  registration of transfer, the Company may treat the  Person  in  whose
name  any Note is registered as the owner and holder of such Note  for  the
purpose of receiving payment of principal of and interest on, and any Yield-
Maintenance  Amount payable with respect to, such Note and  for  all  other
purposes  whatsoever, whether or not such Note shall be  overdue,  and  the
Company  shall not be affected by notice to the contrary.  Subject  to  the
preceding  sentence, the holder of any Note may from  time  to  time  grant
participations in all or any part of such Note to any Person on such  terms
and conditions as may be determined by such holder in its sole and absolute
discretion.

     11F.  Survival  of  Representations and Warranties; Entire  Agreement.
All  representations and warranties contained herein or made in writing  by
or  on  behalf  of  the Company in connection herewith  shall  survive  the
execution and delivery of this Agreement and the Notes, the transfer by any
Noteholder  of  any  Note or portion thereof or interest  therein  and  the
payment  of  any Note, and may be relied upon by any Transferee, regardless
of  any investigation made at any time by or on behalf of any Noteholder or
any  Transferee.  Subject to the preceding sentence, this Agreement and the
Notes  embody  the entire agreement and understanding between  the  parties
hereto  with respect to the subject matter hereof and supersede  all  prior
agreements and understandings relating to such subject matter.

     11G.  Successors and Assigns.  All covenants and other  agreements  in
this Agreement contained by or on behalf of any of the parties hereto shall
bind  and inure to the benefit of the respective successors and assigns  of
the  parties hereto (including, without limitation, any Transferee) whether
so expressed or not.

     11H,  Independence  of Covenants.  All covenants  hereunder  shall  be
given  independent effect so that if a particular action  or  condition  is
prohibited  by  any  one  of such covenants, the  fact  that  it  would  be
permitted  by  an  exception to, or otherwise be in compliance  within  the
limitations  of,  another  covenant shall not avoid  the  occurrence  of  a
Default  or  Event  of Default if such action is taken  or  such  condition
exists.

     11I. Notices.  All written communications provided for hereunder shall
be  sent by first class mail or nationwide overnight delivery service (with
charges prepaid) and (i) if to Prudential, addressed as specified for  such
communications in the Purchaser Schedule attached hereto or at  such  other
address as Prudential shall have specified to the Company in writing,  (ii)
if  to any other holder of any Note, addressed to it at such address as  it
shall have specified in writing to the Company or, if any such holder shall
not have so specified an address, then addressed to such holder in care  of
the  last  holder of such Note which shall have so specified an address  to
the Company and (iii) if to the Company, addressed to it at Gold Kist Inc.,
244  Perimeter  Center  Parkway NE, Atlanta,  GA   30346,  P.O.  Box  2210,
Atlanta,  GA  30301, Attention: Stephen O. West, Telecopier:  404-393-5421,
provided, however, that any such communication to the Company may also,  at
the  option of the Person sending such communication, be delivered  by  any
other means either to the Company at its address specified above or to  any
Authorized Officer of the Company.

     11J. Payments Due on Non-Business Days.  Anything in this Agreement or
the  Notes to the contrary notwithstanding, any payment of principal of  or
interest on, or Yield-Maintenance Amount payable with respect to, any  Note
that  is due on a date other than a Business Day shall be made on the  next
succeeding  Business Day.  If the date for any payment is extended  to  the
next  succeeding  Business  Day by reason of the  preceding  sentence,  the
period  of such extension shall not be included in the computation  of  the
interest payable on such Business Day.

     11K.   Severability.   Any  provision  of  this  Agreement  which   is
prohibited  or  unenforceable  in  any  jurisdiction  shall,  as  to   such
jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition   or
unenforceability without invalidating the remaining provisions hereof,  and
any  such  prohibition  or unenforceability in any jurisdiction  shall  not
invalidate   or   render  unenforceable  such  provision   in   any   other
jurisdiction.

     11L.  Descriptive Headings.  The descriptive headings of  the  several
paragraphs of this Agreement are inserted for convenience only and  do  not
constitute a part of this Agreement.

     11M. Satisfaction Requirement.  If any agreement, certificate or other
writing,  or  any  action taken or to be taken, is by  the  terms  of  this
Agreement required to be satisfactory to Prudential, to any holder of Notes
or  to the Required Holder(s), the determination of such satisfaction shall
be  made by Prudential, such holder or the Required Holder(s), as the  case
may be, in the sole and exclusive judgment (exercised in good faith) of the
Person or Persons making such determination.

     11N.  Governing Law.   This Agreement shall be construed and  enforced
in accordance with, and the rights of the parties shall be governed by, the
law  of  the  State  of  New  York.   THE COMPANY  HEREBY  SUBMITS  TO  THE
JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK LOCATED  IN  NEW
YORK COUNTY, NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT  OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO THE SOLE  AND
ABSOLUTE ELECTION OF THE REQUIRED HOLDER(S) AND TO THE EXTENT PERMITTED  BY
APPLICABLE  LAW, ALL ACTIONS OR PROCEEDINGS RELATING TO THIS  AGREEMENT  OR
THE  NOTES  SHALL BE LITIGATED IN SUCH COURTS, AND THE COMPANY  WAIVES  ANY
OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS
TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURTS.

     11O.  Counterparts.  This Agreement may be executed in any  number  of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

     11P. Binding Agreement.  When this Agreement is executed and delivered
     by  the Company, Prudential, it shall become a binding agreement among
     the   Company,  the  Gateway  Recovery  Trust  and  Prudential.   This
     Agreement  shall  also  inure to the benefit of each  Purchaser  which
     shall  have  executed and delivered a Confirmation of Acceptance,  and
     each  such  Purchaser shall be bound by this Agreement to  the  extent
     provided in such Confirmation of Acceptance.


                         Very truly yours,

                         GOLD KIST INC.



                         By:  /s/ M. A. Stimpert
                           Name:  M. A. Stimpert
                           Title: Senior Vice President
                                  Planning and Administration


The foregoing Agreement is
hereby accepted as of the
date first above written.

THE PRUDENTIAL INSURANCE
   COMPANY OF AMERICA



By: /s/ Billy Greer
  Vice President


THE PRUDENTIAL INSURANCE
   COMPANY OF AMERICA, as asset manager
   for Gateway Recovery Trust



By: /s/ Gwendolyn Foster
  Vice President

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