EXHIBIT B-10(h)(1)









                   AMENDED AND RESTATED CREDIT AGREEMENT


                       Dated as of November 3, 2000


                               By and Among

                              GOLD KIST INC.,

                               as Borrower,

                   VARIOUS BANKS, LENDING INSTITUTIONS,
                        AND INSTITUTIONAL INVESTORS

                                as Lenders,

                                    and

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

                                 As Agent


            ARTICLE 1.  DEFINITIONS                            1
     Section 1.1.Definitions                                   1
     Section 1.2.Accounting Terms                              19
     Section 1.3.Use of Defined Terms                          19
ARTICLE 2.  CREDIT FACILITIES                                  19
     Section 2.1.The Loans                                     19
ARTICLE 3.  GENERAL LOAN TERMS                                 20
     Section 3.1.Notes; Repayment of Principal                 20
     Section 3.2.Amount Limitations                            22
     Section 3.3.Reduction of Commitments                      22
     Section 3.4.Extension of 364-Day Loan Maturity Date       23
     Section 3.5.Interest Rates                                23
     Section 3.6.Funding Notices                               24
     Section 3.7.Disbursement of Funds                         26
     Section 3.8.Interest                                      27
     Section 3.9.Commitment Fee                                28
     Section 3.10.Voluntary Prepayments of Loans               28
     Section 3.11.Payments, etc                                29
     Section 3.12.Interest Rate Not Ascertainable, etc         30
     Section 3.13.Illegality                                   31
     Section 3.14.Increased Costs                              31
     Section 3.15.Funding Losses                               32
     Section 3.16.Assumptions Concerning Funding of Eurodollar
                 Advances                                      33
     Section 3.17.Apportionment of Payments                    33
     Section 3.18.Sharing of Payments, etc                     33
     Section 3.19.Capital Adequacy                             33
     Section 3.20.Use of Proceeds                              34
     Section 3.21.Collateral                                   34
ARTICLE 4.  CONDITIONS TO LOAN CLOSING AND EXTENSIONS OF LOANS 34
     Section 4.1.Conditions Precedent to Initial Loans         34
     Section 4.2.Conditions to all Loans                       36
ARTICLE 5.  REPRESENTATIONS AND WARRANTIES                     37
     Section 5.1.Organization and Qualification                37
     Section 5.2.Financial Statements                          38
     Section 5.3.Taxes                                         38
     Section 5.4.Actions Pending                               38
     Section 5.5.Title to Properties                           38
     Section 5.6.Regulation U, Etc                             38
     Section 5.7.ERISA                                         39
     Section 5.8.Outstanding Indebtedness                      39
     Section 5.9.Conflicting Agreements or Other Matters       39
     Section 5.10.Possession of Franchises, Licenses, Etc      40
     Section 5.11.Governmental Consent                         40
     Section 5.12.Disclosure                                   40
     Section 5.13.Foreign Assets Control Regulations           40
     Section 5.14.Labor Relations                              41
     Section 5.15.Authorization and Enforceability of Agreement41
     Section 5.16.Subsidiaries                                 41
     Section 5.17.Insurance Coverage                           41
     Section 5.18.Investments                                  41
     Section 5.19.Intercompany Loans; Dividends                41
ARTICLE 6.  AFFIRMATIVE COVENANTS                              42
     Section 6.1.Financial Statements                          42
     Section 6.2.Inspection of Property                        43
     Section 6.3.Insurance                                     43
     Section 6.4.Conduct of Business                           43
     Section 6.5.Corporate Existence; Maintenance of Properties44
     Section 6.6.Environmental Laws                            44
     Section 6.7.Taxes                                         45
     Section 6.8.Keeping of Books; Fiscal Year                 45
     Section 6.9.Compliance with Laws and Other Agreements     45
     Section 6.10.Notice of Default                            45
     Section 6.11.Notice of Litigation                         45
     Section 6.12.ERISA                                        46
     Section 6.13.Use of Proceeds                              46
     Section 6.14.Borrowing Base Certificate/Hedging
                 Position Reports                              46
     Section 6.15.Delivery of Pledge Agreement and ADM Shares  46
ARTICLE 7.  NEGATIVE COVENANTS                                 46
     Section 7.1.Financial Covenants                           46
     Section 7.2.Limitation on Restricted Payments             48
     Section 7.3.Liens                                         48
     Section 7.4.Restrictions on Loans, Advances, Investments, Asset
                 Acquisitions and Contingent Liabilities       49
     Section 7.5.Sale of Stock and Indebtedness of Subsidiaries50
     Section 7.6.Merger and Sale of Assets                     51
     Section 7.7.Sale and Lease-Back                           51
     Section 7.8.Sale or Discount of Receivables               52
     Section 7.9.Hedging Contracts                             52
     Section 7.10.Issuance of Stock by Subsidiaries            52
     Section 7.11.Capital Expenditures                         52
     Section 7.12.Indebtedness for Money Borrowed              52
     Section 7.13.Transactions with Affiliates                 53
     Section 7.14.Creation of Subsidiaries                     53
ARTICLE 8.  EVENTS OF DEFAULT AND REMEDIES                     53
     Section 8.1.Events of Default                             53
     Section 8.2.Remedies on Default                           55
ARTICLE 9.  THE AGENT                                          57
     Section 9.1.Appointment and Authorization                 57
     Section 9.2.Nature of Duties of the Agent                 57
     Section 9.3.Lack of Reliance on the Agent                 57
     Section 9.4.Certain Rights of the Agent                   58
     Section 9.5.Liability of the Agent                        58
     Section 9.6.Indemnification                               59
     Section 9.7.The Agent and Affiliates                      59
     Section 9.8.Successor Agent                               60
ARTICLE 10. MISCELLANEOUS                                      60
     Section 10.1.Notices                                      60
     Section 10.2.Amendments, Etc                              60
     Section 10.3.No Waiver; Remedies Cumulative               61
     Section 10.4.Payment of Expenses, Etc                     61
     Section 10.5.Benefit of Agreement                         63
     Section 10.6.Governing Law; Submission to Jurisdiction, Etc   65
     Section 10.7.Independent Nature of the Lenders' Rights     66
     Section 10.8.Counterparts                                  66
     Section 10.9.Effectiveness; Survival                       67
     Section 10.10.Severability                                 67
     Section 10.11.Independence of Covenants                    67
     Section 10.12.Change in Accounting Principles,
                 Fiscal Year or Tax Laws                        67
     Section 10.13.Headings Descriptive; Entire Agreement       67
     Section 10.14.Time is of the Essence                       68
     Section 10.15.Usury                                        68
     Section 10.16.Construction                                 68


Exhibits:

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

Schedules:

     Schedule 1.1   -    Subordinated Debt
     Schedule 1.1(a)-    Real Property
     Schedule 5.4   -    Actions Pending
     Schedule 5.6   -    Margin Stock Owned
     Schedule 5.8   -    Obligations for Borrowed Money
     Schedule 5.9   -    Conflicting Agreements
     Schedule 5.14  -    Labor Relations
     Schedule 5.16  -    Subsidiaries and Affiliates
     Schedule 7.3   -    Liens Existing Prior to the Date of this Agreement
     Schedule 7.4   -    Investments

                   AMENDED AND RESTATED CREDIT AGREEMENT


     THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 3,
2000, is made and entered into by and among GOLD KIST INC., a cooperative
marketing association organized and existing under the laws of the State of
Georgia (the "Borrower"), various banks and other lending institutions and
institutional investors as are, or may from time to time become, parties
hereto (collectively, the "Lenders" and individually, a "Lender"), and
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH ("Rabobank") as Agent for the Lenders.


                           W I T N E S S E T H:


     WHEREAS, certain of the parties hereto are among the parties to that
Credit Agreement, dated as of August 4, 1998, as amended by the First
Amendment dated September 30, 1998, as amended by the Second Amendment
dated October 13, 1998, as amended by the Third Amendment dated December 3,
1998, as amended by the Fourth Amendment dated as of April 30, 1999, as
amended by the Fifth Amendment dated as of November 29, 1999, as amended by
the Sixth Amendment dated as of December 21, 1999, as amended by the
Seventh Amendment dated as of March 20, 2000, as amended by the Eighth
Amendment dated as of June 22, 2000, as amended by the Ninth Amendment
dated as of June 23, 2000, as amended by the Tenth Amendment dated as of
July 6, 2000, as amended by the Eleventh Amendment dated as of July 26,
2000, and as amended by the Twelfth Amendment dated as of September 5, 2000
(the "Credit Agreement"); and

     WHEREAS, the parties desire to enter into this Amended and Restated
Credit Agreement in order to consolidate the terms of the Credit Agreement
and the Amendments referred to above, to make further amendments to the
Credit Agreement, and to replace certain of the Lenders; and

     WHEREAS, the parties desire that this Amended and Restated Credit
Agreement and the agreements entered into in connection herewith be deemed
an amendment and restatement of the obligations of the Borrower to the
Lenders under the Credit Agreement, and not a novation;

     NOW, THEREFORE, in consideration of the sum of $10.00 in hand paid by
the Lenders to the Borrower, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:

                                ARTICLE 1.


                                DEFINITIONS

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

     "ADM Shares" shall mean the 3,659,368 shares of the common stock of
Archer-Daniel-Midland Company owned by GK Finance.

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

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

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

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

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

Consolidated Senior                     364-Day and         Commitment
Debt to EBITDA                   Tranche A Term Loans          Fee

Equal to or less than 3.25 to 1.00      2.25%                 0.375%

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

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

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

     "Aquaculture Division" shall mean the assets and facilities of the
Borrower located in Indianola, Mississippi, utilized in research,
development and marketing of breeding stock for catfish production.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Change of Control" shall mean the acquisition or possession by any
Person (and its Affiliates), directly or indirectly, of (1) the power (A)
to vote 40% or more of the securities having ordinary voting power for the
election of directors of the Borrower or (B) to direct or cause the
direction of the management and policies of the Borrower, whether through
the ownership of voting securities, by contract or otherwise or (2) 40% of
the outstanding securities of the Borrower.

     "Closing Date" shall mean the date which this Amended and Restated
Credit Agreement is dated.

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

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

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

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

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

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

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

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

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

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

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

     "Consolidated Senior Debt" shall mean the sum of (a) Consolidated
Total Debt,  less (b) any obligations under the Rabobank Total Return Swap
(to the extent included in Consolidated Total Debt), less (c) any amounts
outstanding under any subordinated certificates issued by the Borrower  (to
the extent included in Consolidated Total Debt), and less (d) any other
Consolidated Total Debt subordinated to the repayment of the Borrower's
obligations to the Lenders in form and substance satisfactory to the Agent.

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

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

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

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

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

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

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

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

     "Eligible Receivables" shall mean the gross amount of the Borrower's
accounts receivable that conform to the representations and warranties
contained herein and in the Security Agreement and at all times continue to
be acceptable to the Required Lenders in the exercise of their reasonable
business judgment, less, without duplication, the sum of (1) any returns,
discounts, claims, credits and allowances of any nature (whether issued,
owing, granted or outstanding), (2) the gross amount of any account
receivable that:  (i) arises from sales to the United States of America or
to any agency, department or division thereof unless payment therefor is
secured to the  Lenders pursuant to compliance with the United States
Assignment of Claims Act or is otherwise acceptable to the Lenders, to the
extent that such receivable, when aggregated with all similar such
receivables that are deemed Eligible Receivables, exceeds in the aggregate
$10,000,000 in face amount; (ii) arises from foreign sales other than sales
secured by  letters of credit (in form and substance satisfactory to the
Required Lenders) issued or confirmed by, and payable at, banks having a
place of business in the United States of America and payable in United
States currency; (iii) remains unpaid more than ninety (90) days from
invoice date; (iv) has a contra account; (v) arises from sales to any
Subsidiary, or to any Affiliate; (vi) arises from bill and hold (deferred
shipment) sales, or consignment sales; (vii) arises from sales to any
customer which is (A) insolvent, (B) the debtor in any bankruptcy,
insolvency, arrangement, reorganization, receivership or similar
proceedings under any federal or state law, (C) negotiating, or has called
a meeting of its creditors for purposes of negotiating, a compromise of its
debts or (D) financially unacceptable to the Required Lenders or has a
credit rating unacceptable to the Required Lenders; (viii) arises from
sales to any customer if fifty percent (50%) or more of either (A) all
outstanding invoices of such customer or (B) the aggregate dollar amount of
all outstanding invoices of such customer are unpaid more than ninety (90)
days from invoice date;  (ix) is evidenced by a promissory note or other
instrument,  or (x) is deemed ineligible for any other reasons deemed
necessary by the Required Lenders in their reasonable business judgment and
which are customary either in the commercial finance industry or in the
lending practices of the Required Lenders, and (3) an amount representing,
historically, returns, discounts, claims, credits, and allowances.

     "Environmental Laws" shall mean all federal, state, local and foreign
statutes and codes or regulations, rules or ordinances issued, promulgated,
or approved thereunder, now or hereafter in effect (including, without
limitation, those with respect to asbestos or asbestos containing material
or exposure to asbestos or asbestos containing material), relating to
pollution or protection of the environment and relating to public health
and safety, relating to (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.).

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

     "ERISA Affiliate" shall mean any trade or business (whether
incorporated or unincorporated) which is a member of a group described in
Section 414(c) of the Code, of which the Borrower is also a member.

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

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

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

     "Excess Cash Flow" shall mean, for any period, the sum of net income
and depreciation, less Capital Expenditures, less required repayments of
Total Debt paid (other than required repayments of Total Debt that are
refinanced), less cash patronage dividends, less present value cashing and
death payments (net of insurance proceeds received).

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

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

     "Fee Letter" shall mean the fee letter dated October 30, 2000
addressed by Rabobank to the Borrower and accepted and agreed to by the
Borrower.

     "Fixed Rate" shall mean 10.57% per annum.

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

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

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

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

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

     "Golden Peanut" shall mean Golden Peanut Company, a limited liability
company formed under the laws of the State of Georgia with the Borrower,
Alimenta Holdings, Inc., a Delaware corporation, Archer-Daniels-Midland
Company, a Delaware corporation, and Cargill, Incorporated , a Delaware
corporation, as its members.

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

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

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

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

     "Indebtedness" of any Person shall mean, without duplication (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, and obligations evidenced by bonds,
debentures, notes or other similar instruments); (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.

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

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

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

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

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

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

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

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

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

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

               "Reinvestment Yield" means, with respect to the Called
          Principal of any Note, 0.75% plus the yield to maturity implied
          by (i) the yields reported, as of 10:00 A.M. (New York City time)
          on the second Business Day preceding the Settlement Date with
          respect to such Called Principal, on the display designated as PX-
          1 of the Bloomberg Financial Markets Screen (or such other
          display as may replace PX-1 of the Bloomberg Financial Markets
          Screen) for actively traded U.S. Treasury securities having a
          maturity equal to the Remaining Average Life of such Called
          Principal as of such Settlement Date, or (ii) if such yields are
          not reported as of such time or the yields reported as of such
          time are not ascertainable, the Treasury Constant Maturity Series
          Yields reported, for the latest day for which such yields have
          been so reported as of the second Business Day preceding the
          Settlement Date with respect to such Called Principal, in Federal
          Reserve Statistical Release H.15 (519) (or any comparable
          successor publication) for actively traded U.S. Treasury
          securities having a constant maturity equal to the Remaining
          Average Life of such Called Principal as of such Settlement Date.
          Such implied yield will be determined, if necessary, by
          (a) converting U.S. Treasury bill quotations to bond-equivalent
          yields in accordance with accepted financial practice and
          (b) interpolating linearly between (1) the actively traded U.S.
          Treasury security with the maturity closest to and greater than
          the Remaining Average Life and (2) the actively traded U.S.
          Treasury security with the maturity closest to and less than the
          Remaining Average Life.

               "Remaining Average Life" means, with respect to any Called
          Principal, 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) the
          principal component of each Remaining Scheduled Payment with
          respect to such Called Principal by (b) the number of years
          (calculated to the nearest one-twelfth year) that will elapse
          between the Settlement Date with respect to such Called Principal
          and the scheduled due date of such Remaining Scheduled Payment.

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

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

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

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

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

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

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

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

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

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

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

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

     (d)  Indebtedness that is such by virtue of subsection (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 of ERISA).

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

     "Notes" shall mean, collectively, the 364-Day Notes, the Tranche A
Term Notes, and the Tranche B Term Notes, either as originally executed or
as any of them may be from time to time supplemented, modified, amended,
renewed or extended, and shall not be deemed to include any notes  of the
Borrower or any Subsidiary issued other than pursuant to this Agreement.

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

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

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

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

     "PBGC" shall mean the Pension Benefit Guaranty Corporation.

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

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

     "Pledge Agreement" shall mean that certain pledge agreement, granting
a security interest in the ADM Shares to the Lenders, executed and
delivered by GK Finance  and in the form set forth in Exhibit L.

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

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

     "Prudential Loans" shall mean the advances made to the Borrower
pursuant to that certain Note Purchase and Private Shelf Agreement dated
February 11, 1997, with The Prudential Insurance Company of America
("Prudential"), and that certain Note Agreement dated June 3, 1991 with
Prudential.

     "Rabobank" has the meaning set forth in the preamble of this
Agreement.

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

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

     "Real Property" shall mean those parcels of real property listed on
Schedule 1.1(a) hereto.

     "Real Property Mortgages" shall mean those deeds to secure debt,
mortgages, deeds of trust and other instruments executed by the Borrower
for the purpose of granting to the Lenders a lien on or other security
interest in the Real Property.

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

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

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

     "Restricted Payments" has the meaning set forth in Section 7.2.

     "SSC  Securities"  means the $40,000,000 Series B Cumulative
Redeemable Preferred Stock and the $60,000,000 Series B Capital Securities
issued by Southern States Cooperative or Southern States Capital Trust,
respectively, and purchased by the Borrower pursuant to the Commitment
Letter between the Borrower and Southern States Cooperative dated as of
October 13, 1998.

     "Security Agreement" shall mean the security agreement substantially
in the form of Exhibit K attached hereto.

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

     "Senior Notes" shall mean (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, and
(ii) the notes issued pursuant to that certain Note Purchase and Private
Shelf Agreement dated February 11, 1997, with The Prudential Insurance
Company of America, and that certain Note Agreement dated June 3, 1991 with
The Prudential Insurance Company of America, as such notes or agreements
may be modified, amended,  renewed, refinanced or replaced.

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

     "Subordinated Debt" shall mean all Indebtedness for Money Borrowed
wherein the principal and premium, if any, and interest is subordinated and
junior in right of payment to the prior payment in full of all other
Indebtedness of the Borrower for Money Borrowed except other Subordinated
Debt including, but not limited to, the Subordinated Capital Certificates
of Interest, Subordinated Loan Certificates, Subordinated Large
Denomination Loan Certificates, and 5% Cumulative Preferred Capital
Certificates of Interest, issued by the Borrower, an example of whose
subordination provisions is annexed hereto as Schedule 1.1.

     "Subsidiary", of any Person, shall mean any other Person at least a
majority of the Voting Stock of which shall, at the time as of which any
determination is being made, be owned by the Borrower either directly or
through Subsidiaries.

     "Subsidiary Guaranty" shall mean the Subsidiary Guaranty,
substantially in the form of Exhibit I.

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

     "Swing Line Bank" shall mean Rabobank.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Tranche A Term Loan Maturity Date" shall mean November 2, 2002.

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

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

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

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

     "Tranche B Term Loan Maturity Date" shall mean November 2, 2005.

     "Tranche B Term Notes" shall mean, collectively, the promissory notes
evidencing the Tranche B Term Loans in substantially the form of Exhibit B-
2 attached hereto, each dated and delivered on the Closing Date.

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

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

     "364-Day Loan Maturity Date" shall mean November 2, 2001, or such
later date as may be provided for by Section 3.4 of this Agreement.

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

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

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

     "Voting Stock" shall mean, with respect to any Person, any shares of
stock or other form of ownership interest of such Person having general
voting power under ordinary circumstances to elect a majority of the Board
of Directors 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).

     "Wholly Owned Subsidiary" means any Subsidiary all of the shares of
capital stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly owned by the Borrower or by a
Wholly Owned Subsidiary of the Borrower.

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

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

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

                                ARTICLE 2.

                             CREDIT FACILITIES

     Section 2.1.   The Loans.

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

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

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

     (ii) each Lender with a Tranche B Term Loan Commitment ( each a
"Tranche B Term Loan Lender") severally establishes in favor of the
Borrower its Tranche B Term Loan Commitment.  Each Tranche B Term Loan
Lender, subject to and upon the terms and conditions set forth herein,
agrees to lend to the Borrower on the Closing Date a Tranche B Term Loan in
an aggregate amount equal to such Term Loan Lender's Tranche B Term Loan
Commitment.  The Tranche B Term Loan shall be funded in a single drawing.
Amounts borrowed under this Section 2.1(b)(ii) and repaid may not be
reborrowed.

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

                                ARTICLE 3.

                            GENERAL LOAN TERMS

     Section 3.1.   Notes; Repayment of Principal.

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

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

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

     (d)  The Borrower shall make mandatory prepayments to the Term Loan
Lenders in an amount equal to 100% of the net proceeds of any offering by
the Borrower of equity or subordinated debt (other than an offering which
increases the outstandings under the Borrower's existing subordinated loan
certificates or subordinated capital certificates).  Such prepayment shall
be due within ten days after the receipt by the Borrower of such net
proceeds.  Any prepayment of the Tranche B Term Loans shall be accompanied
by the payment of a Make Whole Premium with respect to the principal
prepaid.

     (e)  The Borrower shall make additional mandatory prepayments to the
Senior Note Holders  and the Lenders in amounts equal to (i)  100% of the
net proceeds from any sale or other disposition, or series of related sales
or dispositions, by the Borrower of any assets (other than inventory) where
the net proceeds exceed $1,000,000, other than (A) any sale of the SSC
Securities , or (B) any sale of the assets of the Pork Division or the
Aquaculture Division,  (ii) 100% of the net proceeds from any sale or other
disposition, or series of related sales or dispositions, by the Borrower of
any inventory (other than for sales of inventory in the ordinary course),
(iii) 50% of the net proceeds of any sale by the Borrower of any of the SSC
Securities, and (iv) 100% of the Excess Cash Flow for the preceding fiscal
year.  Each such prepayment of net proceeds shall be due within ten days
after the receipt by the Borrower of such net proceeds.  Each such
prepayment based on Excess Cash Flow shall be payable on the date which is
120 days after the end of each fiscal year and shall be calculated based on
the financial statements delivered pursuant to Section 6.1(b). Such
mandatory prepayments shall be distributed to the Senior Note Holders and
the Lenders pro rata, based upon the principal outstanding under their
respective Senior Notes and Loans.  Any prepayment of the Tranche B Term
Loans shall be inclusive of  the payment of a Make Whole Premium with
respect to the principal prepaid.

     (f)  The mandatory prepayments required to the Lenders by subsection
(e) above shall be applied by the Borrower first to the outstanding Term
Loans, pro rata based on the principal outstanding under each such Term
Loan, and then to the outstanding 364-Day Loans. Notwithstanding the
foregoing, if the Borrower sells or otherwise disposes of assets which are
included in the Borrowing Base, the Borrower shall apply such of the net
proceeds of such sale or disposition as may be necessary to the repayment
of  the 364-Day Loans so that the aggregate  amount outstanding under such
Loans does not exceed the Borrowing Base.  Mandatory prepayments of
principal of the Term Loans required by subsection (e) and this subsection
(f) shall be allocated among the Term Loan Lenders pro rata on the basis of
the outstanding principal amount of Term Loans held by each.

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

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

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

     (a)  the aggregate amount of all outstanding Swing Loans and 364-Day
Loans advanced under the 364-Day Line of Credit Commitments exceed the
aggregate amount of the 364-Day Line of Credit Commitments; or

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

     Section 3.3.   Reduction of Commitments.

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

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

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

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

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

     Section 3.6    Funding Notices.

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

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

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

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

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

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

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

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

     Section 3.7    Disbursement of Funds.

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

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

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

     Section 3.8.   Interest.

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

               (i)  For Base Rate Advances--The Base Rate in effect from
               time to time;

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

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

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

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

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

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

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

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

     Section 3.9.   Commitment Fee.  The Borrower shall pay the Agent in
arrears on the last day of each fiscal quarter, for the account of and for
distribution of the respective Pro Rata Share to each Lender, a Commitment
Fee with respect to the 364-Day Line of Credit Commitment, in an amount
equal to (i) the difference between the 364-Day Line of Credit Commitment
in effect on the first day of the fiscal quarter and the average daily
outstandings under the 364-Day Line of Credit Commitment during the fiscal
quarter, times (ii) the  Applicable Margin.

     Section 3.10.  Voluntary Prepayments of Loans.

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

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

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

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

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

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

     Section 3.11.  Payments, etc.

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

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

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

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

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

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

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

     Section 3.13.  Illegality.

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

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

     Section 3.14.  Increased Costs.

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 3.20.  Use of Proceeds.  The Borrower shall use the proceeds
of all Loans only (i) to refinance Indebtedness outstanding under existing
revolving credit and lines of credit facilities, (ii) to fund capital
expenditures and working capital needs, and (iii) for other general
corporate purposes.

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

                                ARTICLE 4.

            CONDITIONS TO LOAN CLOSING AND EXTENSIONS OF LOANS

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

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

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

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

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

     (e)  Delivery of Amended and Restated Credit Agreement.  The Borrower
shall have executed and delivered to the Lenders the Agreement.

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

     (g)  Delivery of Subsidiary Guaranty.  Each Subsidiary of the Borrower
shall have executed and delivered to the Lenders the Subsidiary Guaranty,
dated as of the Closing Date, in form and substance as set forth on Exhibit
I;

     (h)  Delivery of Contribution Agreement. The Borrower and each
Subsidiary of the Borrower shall have executed and delivered to the Lenders
the Contribution Agreement, in form and substance as set forth on Exhibit
J;

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

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

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

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

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

     (n)  Appraisals.  The Borrower shall have delivered to the Agent
appraisals, in form and substance satisfactory to the Agent, of the Real
Property and of all of the Borrower's equipment subject to the Security
Agreement, reflecting a fair market value of at least $680,000,000 in the
aggregate.

     (o)  Mortgagee's Insurance, Etc.  The Borrower shall have delivered to
the Agent:

          (A)  an ALTA mortgagee's Policy of Title Insurance (or binder to
     issue such a policy) in favor of the Agent covering each parcel of
     Real Property in an amount equal to the fair market value of each such
     parcel, issued by a title insurance company acceptable to the Agent,
     showing the fee simple title to the land and improvements described in
     the Real Property Mortgage as vested in the Borrower, and insuring
     that the lien granted by the relevant Real Property Mortgage is a
     valid lien against said real property, subject only to such
     restrictions, encumbrances, easements and reservations as are
     acceptable to the Agent;

          (B)  a current as-built survey of each parcel of Real Property;

          (C)  owner affidavits with respect to each parcel of Real
     Property; and

          (D)  a Phase 1 environmental audit with respect to each parcel of
     Real Property, satisfactory to the Agent.

     (p)  Advances Permitted. The extension of the Tranche B Term Loans on
the terms and conditions of this Agreement (including the use of the
proceeds of such Loans) shall be permitted by the laws and regulations of
each jurisdiction to which a Tranche B Term Loan Lender is subject, without
recourse to provisions (such as Section 1405(a)(8) of the New York
Insurance Law) permitting limited investments by life insurance companies
without restriction as to the character of the particular investment, shall
not violate any applicable law or governmental regulation (including,
without limitation, section 5 of the Securities Act or Regulation T, U or X
of the Board of Governors of the Federal Reserve System) applicable to such
Tranche B Term Loan Lender and shall not subject any Tranche B Term Loan
Lender to any tax, penalty, liability or other condition adverse to it
under or pursuant to any applicable law or governmental regulation.

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

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

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

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

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

     (d)  there shall be no action or proceeding instituted or pending
before any court or other governmental authority other than as set forth in
Schedule 5.4 or, to the knowledge of the Borrower, threatened (i) which
reasonably could be expected to have a Material Adverse Effect, or (ii)
seeking to prohibit or restrict the Borrower's ownership or operation of
any portion of its business or assets, or to compel the Borrower to dispose
of or hold separate all or any portion of its businesses or assets, where
such portion or portions of such business(es) or assets, as the case may
be, constitute a material portion of the total businesses or assets of the
Borrower or any Subsidiary;

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

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

     Each request for a Borrowing and the acceptance by the Borrower of the
proceeds thereof shall constitute a representation and warranty by the
Borrower, as of the date of the Loans comprising such Borrowing, that the
applicable conditions specified in Sections 4.1 and 4.2 have been
satisfied.

                                ARTICLE 5.

                      REPRESENTATIONS AND WARRANTIES

     The Borrower represents, warrants and covenants to the Lenders that:

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

     Section 5.2.   Financial Statements.  The Borrower has furnished the
Lenders with audited consolidated balance sheets of the Borrower and its
Subsidiaries as at July 1, 2000, and audited consolidated statements of
income and cash flow of the Borrower and its Subsidiaries for such year.
Such financial statements (including any related schedules and/or notes)
are true and correct in all material respects, have been prepared in
accordance with GAAP consistently followed throughout the period involved
and show all liabilities, direct and contingent, of the Borrower and its
Subsidiaries required to be shown in accordance with such principles.  The
balance sheets fairly present the condition of the Borrower and its
Subsidiaries as at the dates thereof, and the statements of income and cash
flow fairly present the results of the operations of the Borrower and its
Subsidiaries for the periods indicated.  There has been no Material Adverse
Effect to  the business, condition or operations (financial or otherwise)
of the Borrower and its Subsidiaries taken as a whole since July 1, 2000,
other than the losses reflected in the financial statements delivered
pursuant to Section 6.1(a).

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

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

     Section 5.5.   Title to Properties.  The Borrower has and each of its
Subsidiaries has good and marketable title to its respective real
properties (other than properties which it leases) and good title to all of
its other respective properties and assets, including the properties and
assets reflected in the balance sheet as at July 1, 2000 hereinabove
described (other than properties and assets disposed of in the ordinary
course of business), subject to no Lien of any kind except Liens permitted
by Section 7.3.  Each of the Borrower and its Subsidiaries enjoys peaceful
and undisturbed possession under all leases necessary in any material
respect for the operation of its respective properties and assets, none of
which contains any unusual or burdensome provisions which might have a
Material Adverse Effect on the operation of such properties and assets.
All such leases are valid and subsisting and in full force and effect.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE 6.

                           AFFIRMATIVE COVENANTS

     The Borrower covenants and agrees that so long as it may borrow under
this Agreement or so long as any Loan or other Indebtedness remains
outstanding to the Lenders that:

     Section 6.1    Financial Statements.  The Borrower shall deliver to
each Lender, in duplicate:

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

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

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

     (d)  Promptly upon receipt thereof, a copy of each other report
submitted to the Borrower or any Subsidiary by independent accountants in
connection with any annual, interim or special audit made by them of the
books of the Borrower or any Subsidiary; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 6.13.  Use of Proceeds.  The Borrower shall use the proceeds
of all Loans only in the manner set forth in Section 3.20 of this
Agreement.

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

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

                                ARTICLE 7.

                            NEGATIVE COVENANTS

     The Borrower covenants and agrees that, so long as it may borrow under
this Agreement or so long as any Indebtedness remains Outstanding under the
Notes:

     Section 7.1.   Financial Covenants.

     (a)  Minimum Quarterly EBITDA.  The Borrower shall have as of the last
day of the first fiscal quarter of fiscal year 2001 EBITDA for such fiscal
quarter in an amount not less than  ($5,000,000), and shall have as of the
last day of each of the remaining fiscal quarters during its fiscal year
2001 EBITDA for such fiscal quarter in an amount not less than that set
forth for such quarter below:

          Fiscal Quarter                          Minimum EBITDA

          Second Quarter 2001                     $2,000,000
          Third Quarter 2001                      $20,000,000
          Fourth Quarter 2001                     $29,000,000

     (b)  Minimum Consolidated Tangible Net Worth.  The Borrower's
Consolidated Tangible Net Worth (less any gain or loss as a result of
accumulated other comprehensive income, as defined by GAAP, or any  amount
shown as "unrealized gain on marketable equity securities" on the
Borrower's financial statements delivered pursuant to Section 6.1)  will at
July 1, 2000, be at least $193,000,000, and will at no time thereafter be
less than $190,000,000 plus the sum of (i) 50% of the cumulative Reported
Net Income of the Borrower and its Consolidated Subsidiaries during the
period commencing with Borrower's first fiscal quarter, 2001 (taken as one
accounting period), calculated quarterly at the end of each fiscal quarter,
and (ii) 100% of the cumulative Net Proceeds of Capital Stock received
during any period after the Closing Date, but excluding from such
calculations of Reported Net Income for purposes of this clause any Fiscal
Quarter in which the Reported Net Income of the Borrower and its
Consolidated Subsidiaries is negative.

     (c)  Current Ratio.  The Borrower shall not permit the ratio of
Consolidated Current Assets to Consolidated Current Liabilities to be less
than 1.00 to 1.00 at July 1, 2000, or be less than 1.10 to 1.00 at any time
thereafter, calculated on a quarterly basis.

     (d)  Interest Coverage Ratio.  The Borrower shall not permit the ratio
of EBIT for the quarter to Interest Expense for the quarter to be less than
1.00 to 1.00 as of the end of the third fiscal quarter of 2001, or to be
less than 1.40 to 1.00 as of the end of each fiscal quarter thereafter.

     (e)  Senior Debt Coverage.  The Borrower shall not permit the ratio of
(a) Consolidated Senior Debt as of the end of any fiscal quarter to (b) 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:

          Fiscal Quarter                          Ratio

          Fourth Quarter, 2000                         4.00 to 1.00
          First Quarter 2001                      6.00 to 1.00
          Second Quarter 2001                     9.50 to 1.00
          Third Quarter 2001                      8.50 to 1.00
          Fourth Quarter 2001                     8.00 to 1.00
          First Quarter 2002                      7.50 to 1.00
          Second Quarter 2002                     7.25 to 1.00
          Third Quarter 2002                      5.50 to 1.00
          Fourth Quarter 2002                     4.50 to 1.00
          First Quarter, 2003, and thereafter               4.00 to 1.00

     Section 7.2.   Limitation on Restricted Payments.  The Borrower will
not pay or declare any dividend or make any other distribution on or on
account of any class of its stock or other equity or make cash
distributions of equity (including cash patronage refunds), or make
interest payments on equity, or redeem, purchase or otherwise acquire,
directly or indirectly, any shares of its stock or other equity, or redeem,
purchase or otherwise acquire, directly or indirectly, any Subordinated
Debt, including, but not limited to, its Subordinated Capital Certificates
of Interest, Subordinated Loan Certificates and Cumulative Preferred
Certificates of Interest (except required redemptions as provided in the
indentures pursuant to which such Subordinated Debt was issued), or permit
any Subsidiary to do any of the above (all of the foregoing being herein
called "Restricted Payments") except that the Borrower may make (a) cash
patronage refunds in fiscal year 2001 and thereafter in an amount, for each
fiscal year, not to exceed 10% of the member earnings for such fiscal year,
and (b) present value cashing retirement and death payments (net of any
amount the Borrower receives as insurance proceeds) in an amount not to
exceed $5,000,000 in any fiscal year; provided that the Borrower shall not
make any Restricted Payments upon the occurrence and during the continuance
of a Default or Event of Default.  So long as there is no Default or Event
of Default occurring or continuing, there shall not be included in the
definition of Restricted Payments:  (x) dividends paid, or distributions
made, in stock of the Borrower,  (y) exchanges of stock of one or more
classes of the Borrower, except to the extent that cash or other value is
involved in such exchange, or (z) dividends payable by any Subsidiary to
the Borrower.  The term "equity" as used in this Section 7.2 shall include
the Borrower's common stock, preferred stock, if any, other equity
certificates, and notified equity accounts of patrons.

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

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

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

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

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

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

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

     (g)  Liens securing the obligations due to the parties to that certain
Intercreditor Agreement dated as of November 3, 2000; and

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

     Section 7.4.   Restrictions on Loans, Advances, Investments, Asset
Acquisitions and Contingent Liabilities.  The Borrower shall not and shall
not permit any Subsidiary to (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 which is not an Affiliate of the
Borrower, 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 Borrower or any Subsidiary may:

     (a)  make or permit to remain outstanding loans, advances,
indemnities, or guarantees to any Subsidiary that has executed and
delivered the Subsidiary Guaranty;

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

     (c)  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;

     (d)  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;

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

     (f)  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;

     (g)  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;

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

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

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

     (k)  make or permit to remain outstanding investments in its
membership interest in Golden Peanut in amount not to exceed $27,500,000;

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

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

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

     (o)  make or permit to remain outstanding investments in GC
Properties;

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

     (q)  guarantee or otherwise be or become liable for obligations of
S.G. Williams Company, LLC, not to exceed an aggregate amount of
$8,000,000;

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

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

     (t)  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 Section 7.4.

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

     As used in Section 7.4, Section 7.5, Section 7.6 and Section 8.1(j), a
"substantial part of" the consolidated assets of the Borrower and all
Subsidiaries shall mean assets which, as a whole, (x) constitute more than
10% of Consolidated Assets or (y) contributed more than 15% of Consolidated
Net Earnings for any one or more of the three prior fiscal years of the
Borrower.

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

     (a)  any Subsidiary may merge with the Borrower, provided that the
Borrower shall be the continuing or surviving corporation, or with any one
or more other Subsidiaries;

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

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

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

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

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

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

     Section 7.11.  Capital Expenditures.  The Borrower and its
Subsidiaries shall not, on a consolidated basis, directly or indirectly,
make Capital Expenditures in the aggregate (i) in fiscal year 2001
exceeding $40,000,000 (provided that, the Borrower may make an additional
$10,000,000 in Capital Expenditures in fiscal year 2001 at its Live Oak,
Florida processing plant to the extent necessary to supply the product
under the contract the Borrower is negotiating as of the Closing Date), or
(ii) in fiscal year 2002 exceeding $45,000,000 plus the amount of any
available but unused Capital Expenditures from fiscal year 2001.

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

          (i)  the Notes;

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

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

          (iv) Subordinated Debt; and

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

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

     Section 7.14.  Creation of Subsidiaries.  Except for the creation by
Gold Kist or one of its Subsidiaries of a Subsidiary to be formed under the
laws of Argentina, the Borrower shall not, and shall not permit any
Subsidiary to, create any Subsidiary except for the creation of a Wholly
Owned Subsidiary, provided that (i) such Subsidiary is organized under the
laws of a jurisdiction within the United States of America, (ii) such
Subsidiary executes at the time of its creation the Subsidiary Guaranty
Agreement and the Contribution Agreement, (iii) an opinion of counsel,
acceptable to the Agent, is delivered to the Lenders confirming the due
organization of such Subsidiary, the enforceability of the Subsidiary
Guaranty Agreement and the Contribution Agreement against such Subsidiary,
and such other matters as the Agent may reasonably request, and (iv) no
Default exists immediately prior to or after the creation of the
Subsidiary.

                                ARTICLE 8.

                      EVENTS OF DEFAULT AND REMEDIES

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

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

     (b)  The Borrower fails to pay within five (5) days of the due date
therefor any payment of (i) interest or Make Whole Premium due on any of
the Notes or (ii) any fees provided for herein; or

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

     (d)  Any representation or warranty contained herein or deemed to have
been made hereunder or made by or furnished in writing on behalf of the
Borrower in connection herewith shall be false or misleading in any
material respect as of the date made or deemed to have been made, or the
Borrower fails to perform or observe any covenant contained in Sections
6.1, 6.9(b), 6.14, or 6.15 or Article 7 of this Agreement; or

     (e)  The Borrower fails to perform or observe any covenant, term or
condition contained in this Agreement (other than those contained in
Sections 6.1, 6.9(b), 6.14, or 6.15 or Article 7) and such failure shall
continue for more than 30 calendar days after the earlier of (i) the date
which the Borrower obtains knowledge thereof or (ii) the Borrower is given
notice thereof; or

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

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

     (h)  Any order, judgment or decree is entered in any proceedings
against the Borrower decreeing the dissolution of the Borrower and such
order, judgment or decree remains unstayed and in effect for more than 60
days; or

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

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

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

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

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

     Section 8.2.   Remedies on Default.

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

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

     (c)  Upon the occurrence of an Event of Default and acceleration of
the Notes as provided in (a) or (b) above, the Lenders and the Agent, or
any of them, may pursue any remedy available under this Agreement, under
the Notes, or under any other Loan Document, or available at law or in
equity, all of which shall be cumulative.  The order and manner in which
the rights and remedies of the Lenders under the Loan Documents and
otherwise may be exercised shall be determined by the Required Lenders.

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

                                ARTICLE 9.

                                 THE AGENT

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

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

     Section 9.3.   Lack of Reliance on the Agent.

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

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

     Section 9.4.   Certain Rights of the Agent.

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

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

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

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

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

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

     (c)  will not be responsible to any Lender for any statement,
warranty, or representation made in any of the Loan Documents or in any
notice, certificate, report, request, or other statement (written or oral)
in connection with any of the Loan Documents;

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

     (e)  will not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, effectiveness,
sufficiency, or value of any Loan Document any other instrument or writing
furnished pursuant thereto or in connection therewith;

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

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

     Section 9.6.   Indemnification.  Each Lender shall, ratably in
accordance with the respective outstanding principal amount of its Loans,
indemnify and hold the Agent and its directors, officers, the agents, and
employees harmless against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses, or
disbursements of any kind or nature whatsoever (including, without
limitation, attorneys' fees and disbursements) that may be imposed on,
incurred by, or  asserted against it or them in any way relating to or
arising out of this Agreement or of the failure by the Borrower to pay the
obligations due to the Lenders hereunder or under the Notes or any action
taken or not taken by it as the Agent hereunder, except for such person's
own gross negligence or willful misconduct.  Without limitation of the
foregoing, each Lender shall reimburse the Agent upon demand for that
Lender's ratable share of any cost or expense incurred by the Agent in
connection with the negotiation, preparation, execution, delivery,
administration, amendment, waiver, refinancing, restructuring,
reorganization (including a bankruptcy reorganization), or enforcement of
the Loan Documents, to the extent that the Borrower fails to pay such cost
or expense upon demand.

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

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

                                ARTICLE 10.

                               MISCELLANEOUS

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

     Section 10.2.  Amendments, Etc.  No amendment or waiver of any
provision of this Agreement or the other Loan Documents, nor consent to any
departure by any party therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Required Lenders, and then
such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided that no amendment,
waiver or consent shall, unless in writing and signed by all the Lenders do
any of the following:  (i) waive any of the conditions specified in Section
4.1 or 4.2, (ii) increase the Commitments or other contractual obligations
of any Lender to the Borrower under this Agreement,  (iii) reduce the
principal of, Make Whole Premium or interest on, the Notes or any fees
hereunder, or subordinate any rights of any Lender with respect to such
Lender's Loans,  (iv) postpone or accelerate any date fixed for the payment
in respect of principal of, or interest on, the Notes or any fees
hereunder, (v) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Notes, or the number or identity of the
Lenders which shall be required for the Lenders or any of them to take any
action hereunder, (vi) modify the terms of the Subsidiary Guaranty or
release from liability thereunder any party thereto,  (vii) modify the
terms of any Collateral Document or release any debtor or property from the
lien thereof;  (viii) modify the definition of "Required Lenders", or
(ix) modify this Section 10.2.  Notwithstanding the foregoing, (i) no
amendment, waiver or consent shall, unless in writing and signed by the
Agent in addition to the Lenders required hereinabove to take such action,
affect the rights or duties of the Agent under this Agreement or under any
other Loan Document, (ii) any Lender may, without the consent of any other
Lender, waive its right to receive its share of any mandatory prepayment of
its Loans hereunder, and (iii) no amendment, waiver or consent shall be
effective without the consent of Tranche B Term Loan Lenders holding
Tranche B Term Loans representing a majority of the outstanding principal
amount of Tranche B Term Loans if such amendment, waiver or consent is for
the primary purpose of adversely affecting the rights of the Tranche B Term
Loan Lenders in a manner in which the other Lenders are not likewise
adversely affected or amends or waives any financial ratio for any period
after the then current Tranche A Term Loan Maturity Date.

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

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

     (a)  whether or not the transactions hereby contemplated are
consummated, pay all reasonable, out-of-pocket costs and expenses of the
Agent in the administration (both before and after the execution hereof and
including reasonable expenses actually incurred relating to advice of
counsel as to the rights and duties of the Agent and the Lenders with
respect thereto) of, and in connection with the preparation, execution and
delivery of, preservation of rights under, enforcement of, and, after a
Default or Event of Default,  refinancing, renegotiation or restructuring
of this Agreement and the other Loan Documents and the documents and
instruments referred to therein, and any amendment, waiver or consent
relating thereto (including, without limitation, the reasonable fees
actually incurred and disbursements of counsel, including allocated costs
of in-house counsel for the Agent ), and in the case of enforcement of this
Agreement or any Loan Document after an Event of Default, all such
reasonable, out-of-pocket costs and expenses (including, without
limitation, the reasonable fees actually incurred and disbursements of
counsel, including allocated costs of in-house counsel), for any of the
Lenders;

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

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

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

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

     Section 10.5.  Benefit of Agreement.

     (a)  This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the respective successors and assigns of the parties
hereto, provided that the Borrower may not assign or transfer any of its
interest hereunder without the prior written consent of the Lenders.
Nothing in this Agreement express or implied is intended or shall be
construed to give any Person other than the Parties hereto any legal or
equitable right, remedy or claim under or in respect of this Agreement or
any covenant, condition or provision herein contained, and all such
covenants, conditions and provisions are and shall be held to be for the
sole and exclusive benefit of the parties hereto and their respective
successors and assigns; provided however, CoBank, ACB and The Prudential
Insurance Company of America shall each be deemed a third party beneficiary
of the provisions of Section 3.1(e) and Section 3.10(f), and neither of
such Sections or this sentence shall be amended, modified, or waived
without the prior written consent of each of them.

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

     (c)  Each Lender may assign all or a portion of its interests, rights
and obligations under this Agreement (including all or a portion of any of
its Commitments and the Loans at the time owing to it and the Notes held by
it) to any Eligible Assignee; provided, however, that other than in the
case of any assignment of the Tranche B Term Loans,  (i) the Agent and the
Borrower must give their prior written consent to such assignment (which
consent shall not be unreasonably withheld or delayed, and provided that
the consent of the Borrower shall not be required if an Event of Default
has occurred and is continuing) unless such assignment is to an Affiliate
of the assigning Lender, (ii) the amount of the Commitments, in the case of
assignment of the Commitments, or Loans, in the case of assignment of
Loans, of the assigning Lender subject to each assignment (determined as of
the date the assignment and acceptance with respect to such assignment is
delivered to the Agent), shall not be less than $5,000,000. The parties to
each such assignment shall execute and deliver to the Agent an Assignment
and Acceptance, together with a Note or Notes subject to such assignment
and, unless such assignment is to an Affiliate of such Lender, a processing
and recordation fee of $3,000.  The Borrower shall not be responsible for
such processing and recordation fee or any costs or expenses incurred by
any Lender or the Agent in connection with such assignment.  From and after
the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five (5) Business Days after the execution
thereof, the assignee thereunder shall be a party hereto and to the extent
of the interest assigned by such Assignment and Acceptance, have the rights
and obligations of a Lender under this Agreement.  Notwithstanding the
foregoing, the assigning Lender must retain after the consummation of such
Assignment and Acceptance, a minimum aggregate amount of Commitments or
Loans, as the case may be, of $10,000,000; provided, however, no such
minimum amount shall be required with respect to any such assignment made
at any time there exists an Event of Default hereunder.  Within five (5)
Business Days after receipt of the notice and the Assignment and
Acceptance, the Borrower, at its own expense, shall execute and deliver to
the Agent, in exchange for the surrendered Note or Notes, a new Note or
Notes to the order of such assignee in a principal amount equal to the
applicable Commitments or Loans assumed by it pursuant to such Assignment
and Acceptance and new Note or Notes to the assigning Lender in the amount
of its retained Commitment or Commitments or amount of its retained Loans.
Such new Note or Notes shall be in an aggregate principal amount equal to
the aggregate principal amount of such surrendered Note or Notes, shall be
dated the date of the surrendered Note or Notes which they replace, and
shall otherwise be in substantially the form attached hereto.

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

     Notwithstanding anything in the foregoing to the contrary, no Tranche
B Term Loan Lender may assign any Note representing a Tranche B Term Loan
or any interest therein to a competitor of the Borrower.

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

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

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

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

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

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

     (c)  THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF
ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
TO THE BORROWER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30
DAYS AFTER SUCH MAILING.

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

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

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

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

     Section 10.9.  Effectiveness; Survival.

     (a)  This Agreement shall become effective on the date (the "Effective
Date") on which all of the parties hereto shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have
delivered the same to the Agent or, in the case of the Lenders, shall have
given to the Agent written or telecopy notice (actually received) that the
same has been signed and mailed to them.

     (b)  The obligations of the Borrower under Sections 3.12(b), 3.15,
3.16, 3.20, and 10.4 shall survive after the payment in full of the Notes
after the final Maturity Date.  All representations and warranties made
herein, in the certificates, reports, notices, and other documents
delivered pursuant to this Agreement shall survive the execution and
delivery of this Agreement, the other Loan Documents, and such other
agreements and documents, the making of the Loans hereunder, and the
execution and delivery of the Notes.

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

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

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

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

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

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

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

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

                      [Signatures on following pages]

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


                              Attest:/s/ J. David Dyson
                                   Name:  J. David Dyson
                                   Title:  Secretary

                                        [CORPORATE SEAL]




















                    (SIGNATURES CONTINUE ON NEXT PAGE)

Address:                      COOPERATIEVE CENTRALE RAIFFEISEN-
245 Park Avenue                    BOERENLEENBANK B.A., "Rabobank
New York, NY 10167-0062            Nederland", NEW YORK BRANCH,
Telecopy No.: 212-916-7930              individually and as Agent
Attention:  Corporate Services
Dept.
                              By:  /s/ Richard J. Beard
                                     Name:  Richard J. Beard
                                     Title: Vice President

                              By:  /s/ Edward Peyser
                                     Name:  Edward Peyser
                                     Title:  Executive Director




364-DAY LINE OF CREDIT COMMITMENT  $29,189,189.20      29.189%

TRANCHE A TERM LOAN COMMITMENT     $30,810,810.80      32.432%

TRANCHE B TERM LOAN COMMITMENT     $9,000,000               20%




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



                    (SIGNATURES CONTINUE ON NEXT PAGE)

Address:                      SUNTRUST BANK, f/k/a Suntrust Bank, Atlanta
303 Peachtree Street, 3rd Fl.
Atlanta, GA  30308
Telecopy No.:  404-230-5305             By:  /s/ Gregory L. Cannon
Attention:  Hugh Brown                    Name:  Gregory L. Cannon
                                      Title:  Director


                              By:  /s/ Hugh E. Brown
                                     Name:  Hugh E. Brown
                                     Title:  Assistant Vice President




364-DAY LINE OF CREDIT COMMITMENT  $21,891,891.89      21.892%

TRANCHE A TERM LOAN COMMITMENT     $23,108,108.11      24.324%

TRANCHE B TERM LOAN COMMITMENT     $0                  0%




PAYMENT OFFICE:
25 Park Avenue
Atlanta, GA  30302




                    (SIGNATURES CONTINUE ON NEXT PAGE)

Address:                      DG BANK DEUTSCHE
One Peachtree Ctr.                 GENOSSENCHAFTSBANK AG,
303 Peachtree St. NE, Suite 2900        CAYMAN ISLANDS BRANCH
Atlanta, GA  30308
Telecopy No.:  404-524-4006
Attention:  Kurt Morris            By:  /s/ Kurt A. Morris
                                     Name:  Kurt A. Morris
                                     Title:  Vice President


                              By:  /s/ Gary P. Franke
                                     Name:  Gary P. Franke
                                     Title:  Vice President




364-DAY LINE OF CREDIT COMMITMENT  $9,729,729.73            9.730%

TRANCHE A TERM LOAN COMMITMENT     $10,270,270.27      10.811%

TRANCHE B TERM LOAN COMMITMENT     $0                  0%








PAYMENT OFFICE:
One Peachtree Ctr.
303 Peachtree St. NE, Suite 2900
Atlanta, GA  30308



                    (SIGNATURES CONTINUE ON NEXT PAGE)

Address:                      HARRIS TRUST AND SAVINGS BANK
111 West Monroe Street, 18th Fl.W.
Chicago, IL  60603
Telecopy NO.:  312-765-8095        By:  /s/ John R. Carley
Attention:  John Carley                   Name:  John R. Carley
                                     Title:  Vice President


                              By:
                                     Name:
                                     Title:




364-DAY LINE OF CREDIT COMMITMENT  $9,729,729.73            9.730%

TRANCHE A TERM LOAN COMMITMENT     $10,270,270.27      10.811%

TRANCHE B TERM LOAN COMMITMENT     $0                  0%












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




                    (SIGNATURES CONTINUE ON NEXT PAGE)

Address:                      U.S. BANCORP AG CREDIT, INC.
950 17th Street, Suite 350
Denver, CO  80202-2868
Telecopy No.:  303-585-4732             By:  /s/ Harold Nelson
Attention:  Kathi L. Hatch                     Name:  Harold Nelson
                                     Title:  Vice President


                              By:
                                     Name:
                                     Title:




364-DAY LINE OF CREDIT COMMITMENT  $9,729,729.73            9.730%

TRANCHE A TERM LOAN COMMITMENT     $10,270,270.27      10.811%

TRANCHE B TERM LOAN COMMITMENT     $0                  0%












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




                    (SIGNATURES CONTINUE ON NEXT PAGE)

Address:                      COBANK, ACB
5500 S. Quebec St.
Greenwood Village, CO  80111
Telecopy No.:  303-694-5850             By:  /s/ Greg E. Somerhalder
Attention:  Greg Somerhalder                   Name:  Greg E. Somerhalder
                                     Title:  Vice President




364-DAY LINE OF CREDIT COMMITMENT  $4,864,864.86       4.865%

TRANCHE A TERM LOAN COMMITMENT     $5,135,135.14       5.405%

TRANCHE B TERM LOAN COMMITMENT     $0             0%




PAYMENT OFFICE:
5500 S. Quebec St.
Greenwood Village, CO  80111




                    (SIGNATURES CONTINUE ON NEXT PAGE)

Address:                      FORTIS BANK (NEDERLAND) N.V.
Coolsingel 93
Rotterdam  3012 AE
Telecopy No.:  31 10 - 401 6118         By: /s/ A. J. v Balen-Roeloffs
Attention:  Anja van Balen                     Name: A. J. v Balen-Roeloffs
                                     Title:  Senior Manager


                              By:  /s/ Y. C. M. van der Kloet
                                     Name:  Y. C. M. van der Kloet
                                     Title:  Deputy Manager




364-DAY LINE OF CREDIT COMMITMENT  $10,000,000         10%

TRANCHE A TERM LOAN COMMITMENT     $0             0%

TRANCHE B TERM LOAN COMMITMENT     $0             0%








PAYMENT OFFICE:
Coolsingel 93
Rotterdam  3012 AE




                    (SIGNATURES CONTINUE ON NEXT PAGE)

Address:                      THE CIT GROUP/BUSINESS CREDIT, INC.
1200 Ashwood Parkway, Suite 150
Atlanta, GA  30338
Telecopy No.:  770-522-7673             By:  /s/ James H. Cooper
Attention:  Levi Schatz                   Name:  James H. Cooper
                                     Title:  Vice President


                              By:  /s/ Levi K. Schatz
                                     Name:  Levi K. Schatz
                                     Title:  Vice President




364-DAY LINE OF CREDIT COMMITMENT  $4,864,864.86       4.865%

TRANCHE A TERM LOAN COMMITMENT     $5,135,135.14       5.405%

TRANCHE B TERM LOAN COMMITMENT     $0             0%












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




                    (SIGNATURES CONTINUE ON NEXT PAGE)

                              JOHN HANCOCK LIFE INSURANCE COMPANY


                              By:  /s/ Scott A. McFetridge
                                     Name:  Scott A. McFetridge
                                     Title:  Managing Director





364-DAY LINE OF CREDIT COMMITMENT  $0             0%

TRANCHE A TERM LOAN COMMITMENT     $0             0%

TRANCHE B TERM LOAN COMMITMENT     $31,500,000         70%
















                    (SIGNATURES CONTINUE ON NEXT PAGE)

                              JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY


                              By:  /s/ Scott A. McFetridge
                                     Name:  Scott A. McFetridge
                                     Title:  Authorized Signatory






364-DAY LINE OF CREDIT COMMITMENT  $0             0%

TRANCHE A TERM LOAN COMMITMENT     $0             0%

TRANCHE B TERM LOAN COMMITMENT     $1,500,000          3.333%












                    (SIGNATURES CONTINUE ON NEXT PAGE)

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


                              By:  /s/ Bernadette Rist
                                     Name:  Bernadette Rist
                                     Title:  Authorized Signatory






364-DAY LINE OF CREDIT COMMITMENT  $0             0%

TRANCHE A TERM LOAN COMMITMENT     $0             0%

TRANCHE B TERM LOAN COMMITMENT     $3,000,000          6.666%












                        (FINAL PAGE OF SIGNATURES)

13820