Exhibit B-4(f)(5)


                                                   EXECUTION COPY


               SECOND AMENDMENT TO NOTE AGREEMENT


     This   Second  Amendment,  dated  February  11,  2003  (this
"Amendment"),  is made to that Second Consolidated,  Amended  and
Restated  Note Agreement dated as of September 27,  2002  and  as
amended  as  of  January  29,  2003 (as  so  amended,  the  "Note
Agreement"),  among  Gold  Kist  Inc.,  a  cooperative  marketing
association organized and existing under the laws of the State of
Georgia  (the  "Company"), The Prudential  Insurance  Company  of
America   ("Prudential")   and  the   Gateway   Recovery   Trust.
Capitalized  terms  used herein and not otherwise  defined  shall
have the meanings set forth in the Note Agreement.

     WHEREAS, the parties hereto have executed and delivered that
certain Note Agreement;

     WHEREAS,  the  Company has requested that  Prudential  amend
certain  provisions  of  the Note Agreement  and  Prudential  has
agreed  to  do so on the terms and conditions set forth  in  this
Amendment;

     NOW,  THEREFORE, in consideration of the foregoing and other
good  and valuable consideration, the receipt and sufficiency  of
which  are  hereby  acknowledged, the  parties  hereto  agree  as
follows:

A.   Pursuant to paragraph 11C of the Note Agreement, the Company
and  the  Required  Holders hereby agree the  Note  Agreement  is
amended as follows:

     1.    Paragraph  4B.   Paragraph 4B is hereby  modified  and
amended  by  deleting  it in its entirety  and  substituting  the
following in lieu thereof:

          "4B.   Optional  Prepayment With Yield-Maintenance
          Amount.  The Notes of each Series shall be subject
          to  prepayment, in whole at any time or from  time
          to  time in part so long as (x) there are no Loans
          (as   defined  in  the  Bridge  Credit  Agreement)
          outstanding under the Bridge Credit Agreement  and
          (y)  there are no outstanding commitments to  make
          further Loans thereunder.  Such prepayments  shall
          be  made (i) in integral multiples of $100,000 and
          in  a  minimum amount of $1,000,000, (ii)  at  the
          option  of  the Company and (iii) upon a  holder's
          election  under  paragraph  5K,  at  100%  of  the
          principal amount so prepaid plus interest  thereon
          to  the  prepayment date and the Yield-Maintenance
          Amount,  if  any, with respect to each such  Note.
          Any  partial prepayment of a Series of  the  Notes
          pursuant to this paragraph 4B shall be applied  in
          satisfaction of required payments of principal  in
          inverse order of their scheduled due dates."

     2.    Paragraph  5A.   Paragraph 5A is hereby  modified  and
amended  by  deleting clause (i) of subparagraphs  5A(1)  in  its
entirety and substituting the following in lieu thereof:

          "(i) as soon as practicable and in any event within  30
          days  after the end of each of the first eleven  months
          of   each   Fiscal  Year  (other  than   those   months
          corresponding  to  the  end of a  Fiscal  Quarter)  and
          within   45   days  after  the  end   of   each   month
          corresponding to the end of a Fiscal Quarter,

                    (a)   statements of operations, patrons'  and
               other  equity and comprehensive income (loss)  and
               cash  flows for such month and if the last day  of
               such  month  is  also the last  day  of  a  Fiscal
               Quarter,  for  such  Fiscal Quarter  and  for  the
               period  from  the beginning of the current  Fiscal
               Year  to  the end of such month or Fiscal Quarter,
               as applicable, and

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

          setting  forth in each case in comparative form figures
          for  the  corresponding period in the preceding  Fiscal
          Year, all in reasonable detail and satisfactory in form
          to  the  Required Holder(s) and a management discussion
          and  analysis, including a variance analysis  comparing
          actual results to the projections delivered pursuant to
          paragraph  5L hereof.  The foregoing shall be certified
          by  an  authorized financial officer of the Company  as
          fairly  presenting,  in  all  material  respects,   the
          financial condition of the Company and its Consolidated
          Subsidiaries  as  of  the end of such  period  and  the
          results  of their operations for the period then  ended
          in  accordance with GAAP, subject to changes  resulting
          from  normal year-end adjustments and the inclusion  of
          abbreviated footnotes;"

     3.    Paragraphs 5L, 5M, 5N.  Paragraph 5 is hereby modified
and amended by adding the following sections 5L, 5M and 5N at the
end thereto:

          "5L.  Annual  Projections.  (i) As soon as  practicable
          and  in  any event within 30 days after the end of  the
          2003   Fiscal  Year,  the  Company  shall  deliver   to
          Prudential annual projections for the following  Fiscal
          Year,  which  include (a) a statement  of  all  of  the
          material  assumptions  on which  such  projections  are
          based  and  (b)  monthly consolidated and consolidating
          statements of income, cash flow and balance sheets  for
          the  following Fiscal Year, and (ii) on the  same  date
          the Company delivers the financial information required
          to  be delivered pursuant to paragraph 5A(1)(ii) hereof
          with  respect to the 2004 Fiscal Year and  each  Fiscal
          Year  thereafter,  the Company shall  deliver  to  each
          Lender  annual  projections for  the  following  Fiscal
          Year,  which  include (i) a statement  of  all  of  the
          material  assumptions  on which  such  projections  are
          based and (ii) quarterly consolidated and consolidating
          statements of income, cash flow and balance sheets."

          "5M.  Eight-Week Cash Flow Projections.  On  the  first
          Business  Day of each calendar week from the  effective
          date  of  this  Amendment to September  30,  2003,  the
          scheduled maturity date of the Bridge Credit Agreement,
          the  Company  shall deliver to each  Lender  a  written
          report,  in  form  and  substance satisfactory  to  the
          Agent, reflecting the Company's projected cash flow for
          the  eight-week period subsequent to the date  of  such
          report."

          "5N.  Appraisals of Fixed Assets.  Prior to or  on  the
          date  sixty  (60)  days from the closing  date  of  the
          Bridge Credit Agreement, the Company shall deliver,  or
          cause  to be delivered, to the Collateral Agent or  the
          Agent,  in  form  and  substance  satisfactory  to  the
          Collateral Agent or the Agent, updated appraisals, with
          respect to the real property and other fixed assets  of
          the  Company  and  its  Subsidiaries,  prepared  by   a
          qualified   appraisal   company   acceptable   to   the
          Collateral Agent or the Agent."

     4.    Paragraphs 6A and 6B.  Paragraphs 6A and 6B are hereby
modified  and  amended  by  deleting  such  paragraphs  in  their
entirety and substituting the following in lieu thereof:

          "6A(1).  Minimum Consolidated Tangible Net Worth.   The
          Company's  Consolidated Tangible Net  Worth  (less  any
          gain   or  loss  as  a  result  of  accumulated   other
          comprehensive income, as defined by GAAP) shall at  all
          times,  be at least $135,000,000, plus the sum  of  (i)
          50%  of the Reported Net Income of the Company and  its
          consolidated Subsidiaries (to the extent positive)  for
          the  Fiscal Quarter ending December 31, 2002, and  each
          Fiscal  Quarter thereafter on a cumulative basis (taken
          as  one  accounting  period), but excluding  from  such
          calculations  of  Reported Net Income for  purposes  of
          this  clause  (i)  any  Fiscal  Quarter  in  which  the
          Reported Net Income of the Company and its Consolidated
          Subsidiaries  is  negative,  and  (ii)  100%   of   the
          cumulative  Net  Proceeds  of  Capital  Stock  received
          during any period after June 29, 2002.

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

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

         Fiscal Quarter              Ratio

         Second Quarter 2003         N/A
         Third Quarter 2003          N/A
         Fourth Quarter 2003         N/A
         First Quarter 2004          N/A
         Second Quarter 2004         1.40 to 1.00
         Third Quarter 2004          1.60 to 1.00
         Fourth Quarter 2004
         and thereafter              1.75 to 1.00


          6A(4).  Senior Debt Coverage Ratio.  The Company  shall
          not permit the Senior Debt Coverage Ratio to be greater
          than  the ratio set forth opposite the relevant  Fiscal
          Quarter in the following table:

          Fiscal Quarter                Ratio

      Second Quarter 2003         3.75 to 1.00

      Third Quarter 2003          6.00 to 1.00

      Fourth Quarter 2003
      and First Quarter 2004      7.25 to 1.00

      Second Quarter 2004
      and Third Quarter 2004      6.25 to 1.00

      Fourth Quarter 2004         5.00 to 1.00

      First Quarter 2005          4.50 to 1.00

      Second Quarter 2005         4.00 to 1.00

      Third Quarter 2005          3.50 to 1.00

      Fourth Quarter 2005
      and thereafter              3.25 to 1.00


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

      Fiscal Quarter              Ratio

      Second Quarter 2003         .70 to 1.00
      Third Quarter 2003
      and Fourth Quarter 2003     .75 to 1.00

      First Quarter 2004,
      Second Quarter 2004
      and Third Quarter 2004      .70 to 1.00

      Fourth Quarter 2004,
      First Quarter 2005,
      Second Quarter 2005,
      Third Quarter 2005
      and Fourth Quarter 2005     .65 to 1.00

      Thereafter                  .60 to 1.00

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

               Fiscal Quarter              Ratio

               Second Quarter 2003         1.25 to 1.00
               Third Quarter 2003          0.75 to 1.00
               Fourth Quarter 2003         0.50 to 1.00
               First Quarter 2004          0.50 to 1.00
               Second Quarter 2004         0.50 to 1.00
               Third Quarter 2004          0.50 to 1.00
               Fourth Quarter 2004         0.75 to 1.00
               First Quarter 2005          1.00 to 1.00
               Thereafter                  1.25 to 1.00


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

                Fiscal Quarter           Ratio

                Second Quarter 2003     4.00 to 1.00
                Third Quarter 2003      6.25 to 1.00
                Fourth Quarter 2003     7.75 to 1.00
                First Quarter 2004      7.75 to 1.00
                Second Quarter 2004     6.75 to 1.00
                Third Quarter 2004      6.75 to 1.00
                Fourth Quarter 2004     5.50 to 1.00
                First Quarter 2005      3.75 to 1.00
                Second Quarter 2005     3.75 to 1.00
                Third Quarter 2005      3.75 to 1.00
                Fourth Quarter 2005
                and thereafter          3.50 to 1.00


          6A(8).  Minimum Cumulative EBITDA.  Commencing with the
          end  of  the  third Fiscal Quarter of the  2003  Fiscal
          Year,  the  Company shall not permit EBITDA as  of  the
          last  day  of any Fiscal Quarter, to be less  than  the
          cumulative  amount  set  forth  opposite  the  relevant
          Fiscal Quarter in the following table:

               Fiscal Quarter           Amount

               Third Quarter 2003   ($22,000,000)
               Fourth Quarter 2003  ($4,000,000)
               First Quarter 2004   $40,000,000"


          6B.   Limitation on Restricted Payments.   The  Company
          will  not pay or declare any dividend or make any other
          distribution on or on account of any class of its Stock
          or  other  equity or make cash distributions of  equity
          (including  cash patronage refunds), or  make  interest
          payments  on  equity, or redeem, purchase or  otherwise
          acquire,  directly  or indirectly, any  shares  of  its
          Stock or other equity, or redeem, purchase or otherwise
          acquire, directly or indirectly, any Subordinated Debt,
          including, but not limited to, its Subordinated Capital
          Certificates   of   Interest  and   Subordinated   Loan
          Certificates (except required redemptions  as  provided
          in  the  indentures pursuant to which such Subordinated
          Debt was issued), or permit any Subsidiary to do any of
          the  above  (all of the foregoing being  herein  called
          "Restricted Payments") except that the Company may make
          (i)  cash  patronage refunds in Fiscal  Year  2002  and
          thereafter in an amount, for each Fiscal Year,  not  to
          exceed 10% of the member earnings for such Fiscal Year,
          and  (ii)  present value cashing retirement  and  death
          payments  (net  of any amount the Company  receives  as
          insurance  proceeds)  in  an aggregate  amount  not  to
          exceed $5,000,000 in any Fiscal Year; provided that the
          Company shall not make any Restricted Payments upon the
          occurrence  and during the continuance of a Default  or
          Event  of  Default.  So long as no Default or Event  of
          Default  shall  have occurred and be continuing,  there
          shall  not  be included in the definition of Restricted
          Payments:   (x) dividends paid, or distributions  made,
          in  Stock  of the Company or (y) exchanges of Stock  of
          one  or  more  classes of the Company,  except  to  the
          extent  that  cash or other value is involved  in  such
          exchange.  Moreover, nothing in this Paragraph 6B shall
          prevent  any  Subsidiary  from  making  any  Restricted
          Payments  to the Company or to any other Related  Party
          that  directly owns Stock of such Subsidiary.  The term
          "equity" as used in this Paragraph 6B shall include the
          Company's common stock, preferred stock, if any,  other
          equity  certificates, and notified equity  accounts  of
          patrons."

     5.    Paragraph  6D.   Paragraph 6D is hereby  modified  and
amended by deleting clause (xv) and its entirety and substituting
the following in lieu thereof:

          "(xv)  permit  to remain outstanding (x)  certain  term
          loans  to Young Pecan in an aggregate principal  amount
          of  $10,000,000  made pursuant to a Loan  and  Security
          Agreement  among Young Pecan, the Company and  Foothill
          Capital Corporation, as Agent, and (y) a loan to  Young
          Pecan  evidenced  by  that certain  note  dated  as  of
          January 28, 2003, in the original amount of $1,676,785,
          provided  there shall be no increase in  the  principal
          amount  of the loans described in the foregoing clauses
          (x)  and  (y) at any time; and, provided further,  that
          all  collateral securing the loan described  in  clause
          (y)  shall be assigned to the Collateral Agent pursuant
          to the Security Agreement."

     6.    Paragraph  6K.   Paragraph 6K is hereby  modified  and
amended   by   deleting  such  paragraph  in  its  entirety   and
substituting the following in lieu thereof:

          "6K.   Capital  Expenditures.   The  Company  and   its
          Subsidiaries  shall  not,  on  a  consolidated   basis,
          directly  or  indirectly, make Capital Expenditures  in
          excess  of  (i)  for the fiscal year ending  (a)  2003,
          $40,000,000,  (b)  2004, $40,000,000 plus  the  Capital
          Expenditure Carry Forward Amount, if any and (c)  2005,
          $50,000,000 plus the Capital Expenditure Carry  Forward
          Amount,  if any and (ii) in connection with  the  "tray
          pack operations" at the Company's location in Live Oak,
          Florida,  $30,000,000 after June  29,  2002,  provided,
          however, the amount described in this clause (ii) shall
          not  be available until (x) all Obligations (as defined
          in  the Bridge Credit Agreement) have been paid in full
          in  cash and all Commitments (as defined in the  Bridge
          Credit   Agreement)  to  lend  thereunder   have   been
          terminated,  and (y) minimum EBITDA of the Company  for
          the  immediately  preceding four  fiscal  quarters,  as
          reflected  in the financial statements required  to  be
          delivered pursuant to paragraph 5A(1) hereof,  and  the
          related compliance certificate required to be delivered
          in    connection   therewith,   is   not   less    than
          $100,000,000."

     7.    Paragraph 6L.  (a) Paragraph 6L is hereby modified and
amended   as  follows:   (i)  the  word  "and"  appearing   after
subparagraph (vi) thereof is hereby deleted in its entirety;  and
the  final period after subparagraph (vii) thereof is deleted and
the following is substituted in lieu thereof:

          "; and

          (viii)     Indebtedness  for  Money  Borrowed  existing
          under the Bridge Credit Agreement in a principal amount
          not   exceeding  $33,220,000  plus  interest  and  fees
          related thereto."

     (b)   Schedule 6L is hereby modified and amended by deleting
such  schedule  in  its  entirety and substituting  the  attached
Schedule 6L in lieu thereof.

     8.    Paragraph 7A.  (a) Paragraph 7A is hereby modified and
amended  by  deleting clause (v) in its entirety and substituting
the following in lieu thereof:

          "(v) the  Company  fails  to  perform  or  observe  any
               agreement contained in paragraphs 5A, 5E, 5F,  5I,
               5K,  5L, 5M or 6; provided, however, that so  long
               as  any  failure  by the Company  to  comply  with
               Paragraph 5M hereof does not occur more frequently
               than  three times in any six week period, no Event
               of  Default shall occur hereunder with respect  to
               the  failure  of  the Company to comply  with  the
               Section 5M hereof so long as such failure does not
               continue for more than two Business Days; or"

     (b)   The  semicolon  after  Paragraph  7A(xvii)  is  hereby
deleted and the following is substituted in lieu thereof:

          "; or

          (xviii)     without the prior consent of  the  Lenders,
          the  lenders party to the Bridge Credit Agreement shall
          consent  to  (i) an increase in the advance  rates  set
          forth  in  the  definition of the  Borrowing  Base  (as
          defined  in the Bridge Credit Agreement) or an increase
          in  the aggregate amount of the Commitments (as defined
          in  the  Bridge  Credit Agreement) thereunder  or  (ii)
          allowing  the aggregate principal amount of  loans  (as
          defined  in  the  Bridge Credit Agreement)  outstanding
          thereunder  as of any date of determination  to  exceed
          the  Borrowing  Base (as defined in the  Bridge  Credit
          Agreement) in effect at such time."

     9.    Paragraph 10.  (a) Paragraph 10 is hereby modified and
amended  by  inserting the following definitions  in  appropriate
alphabetical order thereto (and deleting any existing definitions
of any of the following in the entirety):

          ""Applicable Rate" shall mean:

          (i)   prior to February 11, 2003, the interest rate  of
          the  Notes as adjusted at the end of each of its Fiscal
          Quarters (calculated as of September 30, 2002  for  the
          Applicable  Rate applicable immediately  following  the
          Exchange Closing Day) based upon the Company's ratio of
          Consolidated   Total  Debt  to  EBITDA  as   calculated
          pursuant to paragraph 6A(8), as follows for each Note:

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


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


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


          and  (ii)  from  and including February 11,  2003,  the
          interest  rate of the Notes as adjusted at the  end  of
          each  of  its Fiscal Quarters based upon the  Company's
          ratio   of   Consolidated  Total  Debt  to  EBITDA   as
          calculated pursuant to paragraph 6A(8), as follows  for
          each Note:

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

Series C
Exchange
Notes due
May 2012  12.75% 12.25%  12.25%  12.00%  11.75%  11.50% 9.50%    9.00%

Series B
Exchange
Notes due
February
2012      12.50% 12.00%  12.00%  11.75%  11.50%  11.25% 9.25%    8.75%


          ;  provided,  however, that each of the interest  rates
          set  forth  above  shall be increased  by  .50%  as  of
          December  31, 2003 for any day thereafter on which  any
          Super-Priority Claims (as such term is defined  in  the
          Intercreditor Agreement) exist.

          ""Bridge  Credit  Agreement" shall  mean  that  certain
          Credit Agreement, dated as of February 11, 2003, by and
          among  the  Company, various banks  and  other  lending
          institutions and institutional investors as are, or may
          from time to time become, parties thereto and Rabobank,
          as agent thereunder."

          ""Capital  Expenditure Carry Forward Amount" means,  to
          the  extent  positive,  for any fiscal  year,  a  carry
          forward  amount equal to $40,000,000 less the aggregate
          amount   of  Capital  Expenditures  made  pursuant   to
          paragraph 6K in the immediately preceding Fiscal Year."

          ""Consolidated   Tangible   Net   Worth"   shall   mean
          Consolidated Net Worth, less the Intangible  Assets  of
          the  Company  and its Subsidiaries, but  including  the
          goodwill  (as  reflected  on  the  Company's  financial
          statements  delivered pursuant to paragraph  5A  hereof
          from  time  to  time  but  not to  exceed  $23,900,000)
          created  in  connection  with the  acquisition  by  the
          Company  of  the  outstanding equity of Golden  Poultry
          Company, Inc. in September, 1997."

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

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

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

          ""Real  Property  Mortgages"  shall  have  the  meaning
          assigned to such term in the Bank Agreement."

          ""Security Documents" means the Security Agreement, the
          Contribution Agreement and the Real Property Mortgages.

          ""Senior Note Holders" shall mean (i) CoBank,  ACB,  in
          its  capacity as lender pursuant to that certain  First
          Amended  and  Restated Credit Agreement,  dated  as  of
          January  29, 2003, between the Company and CoBank,  ACB
          and (ii) the holders of the Notes."

          ""Subordinated  Debt" shall mean all  Indebtedness  for
          Money  Borrowed wherein the principal and  premium,  if
          any,  and interest is subordinated and junior in  right
          of  payment to the prior payment in full of  all  other
          Indebtedness  of the Company for Money Borrowed  except
          other  Subordinated  Debt, and shall  include,  without
          limitation,  the  Subordinated Capital Certificates  of
          Interest and Subordinated Loan Certificates, issued  by
          the Company."

          ""Total  Capital"  shall mean the sum  of  Consolidated
          Total Debt and Shareholders Equity (less the amount  of
          any SSC Securities outstanding)"

          ""Young Pecan" shall mean Young Pecan Shelling Company,
          Inc., as successor to Young Pecan Company."

     (b)   Paragraph 10 of the Note Agreement, is hereby  further
modified  and  amended by deleting the definition of  "Cumulative
Preferred Certificates of Interest" therefrom in its entirety.

B.    Conditions  of  Effectiveness.  Upon  satisfaction  of  the
following,  the  effective  date  of  this  Amendment  shall   be
February  11, 2003.  This Amendment shall become effective  when,
and only when,

     1.    Prudential  shall have received all of  the  following
documents, each (unless otherwise indicated) being dated the date
hereof, in form and substance satisfactory to the Noteholders  of
the Notes:

          (a)  executed originals of this Amendment;

          (b)   evidence  satisfactory  to  Prudential  that  the
     Second  Amendment  to  the  Bank  Agreement,  in  form   and
     substances  substantially the same as  this  Amendment,  has
     been duly executed, delivered and has taken effect;

          (c)   a copy of the Bridge Credit Agreement (as defined
     herein), duly executed by all parties thereto;

          (d)   an  amendment to the Second Amended and  Restated
     Security Agreement, duly executed by all parties thereto, in
     form and substance satisfactory to Prudential;

          (e)   an  amendment to the Second Amended and  Restated
     Intercreditor  Agreement in form and substance  satisfactory
     to Prudential;

          (f)    a   written   report,  in  form  and   substance
     satisfactory   to  Prudential,  reflecting   the   Company's
     projected cash flow for the eight week period following  the
     effective date of this Amendment.

          (g)   such  other documents, instruments, approvals  or
     opinions as Prudential may reasonably request.

     2.    The Company shall have paid (i) all costs and expenses
(including legal fees) incurred by Prudential, (ii) an  amendment
fee  payable  to Prudential in an amount equal to  0.25%  of  the
amounts outstanding on the Notes as of the date hereof which  fee
shall  be  fully  earned as of such date and non-refundable  when
paid and (iii) the principal payment of $2,727,272.73 due on  the
Series B Exchange Note.

     3.    Except  as previously disclosed to Prudential  in  the
form of a Power Point presentation that was posted via Intralinks
on January 15, 2003, the representations and warranties contained
herein  shall  be  true on and as of the date hereof,  and  there
shall  exist  on the date hereof no Event of Default or  Default;
there  shall  exist no material adverse change in  the  financial
condition, business operation or prospects of the Company or  its
Subsidiaries since September 28, 2002; and the Company shall have
delivered to Prudential an Officer's Certificate to such effect.

C.   Representations and Warranties.

     1.     Except  as  previously  disclosed  to  Prudential  in
writing,  the  Company hereby repeats and confirms  each  of  the
representations and warranties made by it in paragraph 8  of  the
Note  Agreement, as amended hereby, as though made on and  as  of
the date hereof, with each reference therein to "this Agreement",
"hereof", "hereunder", "thereof", "thereunder" and words of  like
import  being  deemed to be a reference to the Note Agreement  as
amended hereby.

     2.   The Company further represents and warrants as follows:

          (a)   The  execution, delivery and performance  by  the
     Company  of this Amendment are within its corporate  powers,
     have  been duly authorized by all necessary corporate action
     and do not contravene (A) its charter or by-laws, (B) law or
     (C)  any  legal  or contractual restriction  binding  on  or
     affecting  the  Company;  and such execution,  delivery  and
     performance  do  not or will not result in  or  require  the
     creation  of  any Lien upon or with respect to  any  of  its
     properties.

          (b)   No governmental approval is required for the  due
     execution, delivery and performance by the Company  of  this
     Amendment,  except for such governmental approvals  as  have
     been  duly obtained or made and which are in full force  and
     effect on the date hereof and not subject to appeal.

          (c)   This  Amendment constitutes the legal, valid  and
     binding  obligations of the Company enforceable against  the
     Company in accordance with its terms.

          (d)   There are no pending or threatened actions, suits
     or   proceedings  affecting  the  Company  or  any  of   its
     Subsidiaries or the properties of the Company or any of  its
     Subsidiaries  before  any  court,  governmental  agency   or
     arbitrator,  that  may, if adversely determined,  materially
     adversely   affect  the  financial  condition,   properties,
     business,  operations or prospects of  the  Company  and  it
     Subsidiaries, considered as a whole, or affect the legality,
     validity or enforceability of the Note Agreement, as amended
     by this Amendment.

          (e)   as  of the date hereof, Agratech Seeds  Inc.  has
     discontinued any operations and sold, transferred,  conveyed
     or otherwise disposed of substantially all of its assets.

D.   Miscellaneous.

     1.   Reference to and Effect on the Note Agreement.

          (a)   Upon the effectiveness of this Amendment, on  and
     after  the  date hereof each reference in the Note Agreement
     to  "this Agreement", "hereunder", "hereof" or words of like
     import  referring to the Note Agreement, and each  reference
     in any other document to "the Note Agreement", "thereunder",
     "thereof"  or  words of like import referring  to  the  Note
     Agreement,  shall  mean  and be  a  reference  to  the  Note
     Agreement, as amended hereby.

          (b)   Except as specifically amended and waived  above,
     the Note Agreement, and all other related documents, are and
     shall continue to be in full force and effect and are hereby
     in all respects ratified and confirmed.

          (c)   The execution, delivery and effectiveness of this
     Amendment shall not operate as a waiver of any right,  power
     or  remedy  of any holder of a Note under the Note Agreement
     or  the  Notes, nor constitute a waiver of any provision  of
     any of the foregoing.

     2.    Costs  and  Expenses.  The Company agrees  to  pay  on
demand  all  costs  and expenses incurred by  any  Noteholder  in
connection with the preparation, execution and delivery  of  this
Amendment, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel.  The Company further agrees to
pay  on demand all costs and expenses, if any (including, without
limitation,  reasonable counsel fees and  expenses  of  counsel),
incurred  by  any  holder  of  a  Note  in  connection  with  the
enforcement  (whether through negotiations, legal proceedings  or
otherwise) of this Amendment.

     3.    Execution  in  Counterparts.  This  Amendment  may  be
executed  in any number of counterparts and by different  parties
hereto  in separate counterparts, each of which when so  executed
and  delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.

     4.    Governing  Law.  This Amendment shall be governed  by,
and  construed in accordance with, the laws of the State  of  New
York.

     5.    Estoppel.   To  induce Prudential to enter  into  this
Amendment, the Company hereby acknowledges and agrees that, as of
the  date  hereof,  there exists no right of offset,  defense  or
counterclaim  in favor of the Company against any holder  of  the
Notes with respect to the obligations of the Company to any  such
holder, either with or without giving effect to this Amendment.

     6.    Related Documents.  This Amendment shall be deemed  to
be a Related Document for all purposes.

     7.    Release  of Agratech.  Agratech Seeds Inc.  is  hereby
released  from  its  obligations under, and  any  liability  with
respect  to,  the  Subsidiary Guaranty Agreement  and  any  other
Related Document.

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Amendment  to be executed by their respective officers  thereunto
duly authorized, as of the date first above written.

                              GOLD KIST INC.


                              By: /s/ Stephen O. West
                                      Stephen O. West
                                      Treasurer


                              THE PRUDENTIAL INSURANCE
                              COMPANY OF AMERICA


                              By: /s/ Billy Greer
                              Name:   Billy Greer
                              Title:  Vice President

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


                              By: /s/ Paul Price
                              Name:   Paul Price
                              Title:  Vice President


                              CONSENT OF GUARANTORS


                We, the undersigned, each as a Guarantor pursuant
          to   that   certain  Amended  and  Restated  Subsidiary
          Guaranty  dated  as of the 27th day of September,  2002
          (as   amended,  restated,  supplemented  or   otherwise
          modified  from  time  to time, the "Guaranty"),  hereby
          each (a) acknowledge receipt of a copy of the foregoing
          Second  Amendment,  and  (b) acknowledge,  consent  and
          agree  that (i) the Guaranty remains in full force  and
          effect,  and  (ii) the execution and  delivery  of  the
          foregoing Amendment and any and all documents  executed
          in  connection therewith shall not alter, amend, reduce
          or  modify  our respective obligations and  liabilities
          under the Guaranty.



                              AGRATRADE FINANCING, INC.


                              By:/s/ Stephen O. West
                              Title: Treasurer


                              CROSS EQUIPMENT COMPANY, INC.


                              By: /s/ Stephen O. West
                              Title: Treasurer


                              GK FINANCE CORPORATION


                              By: /s/ Stephen O. West
                              Title: Vice President

                              GK PEANUTS, INC.


                              By: /s/ Stephen O. West
                              Title: Treasurer


                              GK PECANS, INC.


                              By: /s/ Stephen O. West
                              Title: Treasurer



                              LUKER INC.


                              By: /s/ Stephen O. West
                              Title: Treasurer

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