September
      22, 2006














Harris
      N.A.


Chicago,
      Illinois





SunTrust
      Bank


Atlanta,
      Georgia





U.S.
      Bank
      National Association


Denver,
      Colorado





Wells
      Fargo Bank National Association


Austin,
      Texas





ING
      Capital LLC


New
      York,
      New York





Regions
      Bank


Birmingham,
      Alabama





C redit
      Suisse First Boston


New
      York,
      New York





CoBank,
      ACB


Denver,
      Colorado





Ladies
      and Gentlemen:





Please
      refer to the Third Amended and Restated Secured Credit Agreement dated April
      7,
      2004 (as amended, the " Credit
      Agreement ")
      by and
      among Pilgrim's Pride Corporation (the " Company "),
      Harris N.A. in its capacity as agent (" Agent ")
      and in
      its individual capacity, and the other lenders party thereto (" Banks "),
      under
      which the Banks made a revolving credit facility available to the Company.
      All
      capitalized terms used herein without definition shall have the same meaning
      as
      set forth in the Credit Agreement.





As
      discussed, the Company proposes to acquire Gold Kist, Inc. (the " Target ")
      as
      contemplated in this letter (the " Acquisition
      Transaction ").
      The
      Company currently contemplates that the Acquisition Transaction may be effected
      by a merger or other consolidation of the Target with or into Company, a merger
      or other consolidation of one of Company's subsidiaries with or into Target
      or
      by means of a friendly or hostile tender offer pursuant to which Company
      directly or indirectly acquires a majority of the outstanding capital stock
      of
      the Target followed by a merger or consolidation. The consideration therefore
      may be cash or a combination of cash and stock.





The
      Company intends to finance the cash portion of the purchase price for the
      Target, in whole or in part, through the incurrence of borrowed money. Such
      financing may be consummated through an amendment to and the increase of the
      commitments or borrowings under existing credit facilities of the Company,
      the
      issuance or assumption of other senior or subordinated indebtedness or
      otherwise, which financing may be unsecured and/or secured by the assets of
      the
      Company (other than the Collateral) and the Target (the " Acquisition
      Financing ").





In
      order
      to permit the Company to consummate the Acquisition Transaction, the Acquisition
      Financing and the transactions contemplated thereby, the Company is requesting
      the Agent and the Banks to consent to the matters described below. Subject
      to
      the terms and provisions of this letter, the Agent and the Banks
      hereby:





(a)
            Consent
                to the consummation of the Acquisition Transaction and waive any
                Potential
                Default or Event of Default under Sections 7.6, 7.7, 7.17 and 7.27
                of the
                Credit Agreement as a result
                therefrom;





(b)
            Consent
                to the Acquisition Financing in a principal amount of up to $1.315
                billion
                and any liens, pledges, mortgages and security interests granted
                on the
                assets of the Company and the Target (other than the Collateral)
                to secure
                such Acquisition Financing, which shall be in addition to any other
                indebtedness, liens, pledges, mortgages and security interests permitted
                by Sections 7.15 and 7.16 of the Credit Agreement, and waive any
                Potential
                Default or Event of Default under Sections 7.15 and 7.16 of the Credit
                Agreement as a result therefrom;





(c)
            Consent
                to the indebtedness and liabilities evidenced or payable in respect
                of the
                financing of the Senior Notes andSubordinated
                Capital Certificatesof
                Target (or its successor) in the aggregate principal amount of up
                to $165
                million, which shall be in addition to any other indebtedness permitted
                by
                Section 7.16 of the Credit Agreement, and waive any Potential Default
                or
                Event of Default under Section 7.16 of the Credit Agreement as a
                result
                therefrom; and





(d)
            Waive
                any Potential Default or Event of Default under Sections 7.9 and
                7.11 of
                the Credit Agreement from and after the closing of the Acquisition
                Transaction in which the Company has acquired at least a majority
                of the
                outstanding capital stock of the Target through and including March
                31,
                2007. In the event the Company has acquired at least a majority of
                the
                outstanding capital stock of the Target, then on or before March
                31, 2007,
                Agent, the Banks and the Company agree, in good faith, to amend Sections
                7.9 and 7.11 in order to take into account and give effect to the
                consummation of the Acquisition
                Transaction.





In
      addition, the Company may following the consummation of the Acquisition
      Transaction provide to the Agent such updates of the Exhibits and Schedules
      to
      the Credit Agreement and such amendments
      to the representations, warranties, covenants other
      than financial covenants (including
      dollar limitations and thresholds) and increases in dollar cross-default
      thresholds reasonably acceptable to the Required Banks, in each case to take
      into
      account the effect of the Acquisition Transaction. A default or event of default
      with respect to any representation, warranty or covenant in the Credit Agreement
      will not arise with respect to any matter pertaining to the Target existing
      on
      the date of the consummation of the Acquisition Transaction if such matter
      was
      not a default or event of default with respect to any representation, warranty
      or covenant of Target under Target's credit facility pursuant to the Target's
      credit agreement dated December 16, 2005 and any amendments
      thereto.





This
      consent may be executed in one or more counterparts, each of which when so
      executed shall be deemed to be an original, but all of which when taken together
      shall constitute one and the same instrument. This consent shall be effective
      upon its execution by the Company and the Required Banks.





***It
      is imperative that the Company receive a signed copy of this letter by the
      undersigned on or before September 6, 2006. Your urgent attention to this letter
      would be greatly appreciated.***





Please
      indicate your agreement by executing a copy of this letter so indicated below
      and return same to the undersigned.





*  *  *





Very
      yours truly,





PILGRIM'S
      PRIDE CORPORATION








By: /s/
      Richard A. Cogdill


Richard
      A. Cogdill


Chief
      Financial Officer














Accepted
      and Agreed to by:




HARRIS
      N.A.,  individually
      and as Agent




By: /s/
      David J. Bechstein


Its: Vice
      President




SUNTRUST
      BANK




By: /s/
      Samuel M. Jannetta, Jr.


Its: Vice
      President




U.S.
      BANK
      NATIONAL ASSOCIATION




By: /s/
      Sara J. Reid


Its: Vice
      President




WELLS
      FARGO BANK NATIONAL ASSOCIATION




By: /s/
      Illegible


Its: Relationship
      Manager




ING
      CAPITAL LLC




By: /s/
      William Redmond


Its: Managing
      Director




REGIONS
      BANK




By: /s/
      Illegible


Its: Senior
      Vice President




C REDIT
      SUISSE, Cayman Island Branch




By: /s/
      Karl Studer  /s/
      Karl Lesnik


Its: Director  Assistant
      Vice President




COBANK,
      ACB




By: /s/
      Jim Stutzman


Its: Vice
      President