EXHIBIT 10.33





                          PILGRIM'S PRIDE CORPORATION





                                      and





                      JOHN HANCOCK LIFE INSURANCE COMPANY





        (formerly known as John Hancock Mutual Life Insurance Company)





                          THIRD AMENDED AND RESTATED





                            NOTE PURCHASE AGREEMENT





                          Dated as of August 30, 2002







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                               TABLE OF CONTENTS

ARTICLE                                                                    PAGE


  1.1.  Defined Terms..........................................................
  1.2.  Miscellaneous..........................................................

ARTICLE 2.    THE NOTES........................................................
  2.1.  Authorization of 2002 Notes............................................
  2.2.  Sale and Purchase of 2002 Notes........................................
  2.3.  Sale and Purchase of Additional Notes..................................

ARTICLE 3.    CLOSING..........................................................

ARTICLE 4.    CONDITIONS TO CLOSING............................................
  4.1.  Conditions to Purchase of 2002 Notes...................................
  4.2.  Conditions to Purchase of Additional Notes.............................

ARTICLE 5.    REPRESENTATIONS AND WARRANTIES RELATING TO
              THE COMPANY......................................................
  5.1.  Organization, Standing, etc............................................
  5.2.  Qualification..........................................................
  5.3.  Business and Financial Statements......................................
  5.4.  Adverse Changes........................................................
  5.5.  Tax Returns and Payments...............................................
  5.6.  Debt...................................................................
  5.7.  Title to Properties and Assets; Liens..................................
  5.8.  Litigation.............................................................
  5.9.  Compliance with Collateral Agreements..................................
  5.10. Compliance with Other Instruments......................................
  5.11. Governmental Consents..................................................
  5.12. Permits and Licenses...................................................
  5.13. Status Under Certain Federal Statutes..................................
  5.14. Use of Proceeds; Margin Regulations....................................
  5.15. Compliance with ERISA..................................................
  5.16. Disclosure.............................................................
  5.17. Solvency of the Company................................................
  5.18. Environmental Matters..................................................
  5.19. Brokers................................................................
  5.20. No Defaults............................................................
  5.21. Offer of Notes.........................................................

ARTICLE 6.    REPRESENTATIONS AND WARRANTIES RELATING..........................
  6.1.  Easements and Utility Services.........................................
  6.2.  Contracts..............................................................
  6.3.  Permits................................................................
  6.4.  Reports of Engineers...................................................
  6.5.  Plans and Specifications...............................................
  6.6.  Soil Reports...........................................................
  6.7.  Zoning.................................................................
  6.8.  Certificates of Occupancy..............................................
  6.9.  Compliance with Laws...................................................

ARTICLE 7.    INTEREST RATE PROVISIONS.........................................
  7.1.  Interest on Fixed Notes................................................
  7.2.  Interest on Floating Notes.............................................
  7.3.  Interest Rate Lock.....................................................
  7.4.  Setting of Interest Rates on Additional Notes..........................
  7.5.  Past Due Payments......................................................

ARTICLE 8.    PAYMENT OF NOTES.................................................
  8.1.  Required Payments of Notes.............................................
  8.2.  Optional Prepayments of Notes; Allocations.............................
  8.3.  Notice of Prepayments; Officers' Certificate...........................
  8.4.  Maturity; Surrender....................................................

ARTICLE 9.    ACCOUNTING, REPORTING AND INSPECTION COVENANTS...................
  9.1.  Accounting.............................................................
  9.2.  Financial Statements and Other Information.............................
  9.3.  Inspection.............................................................
  9.4.  Acquired Real Property.................................................

ARTICLE 10.   BUSINESS AND FINANCIAL COVENANTS OF THE COMPANY..................
  10.1. Consolidated Net Worth.................................................
  10.2. Consolidated Working Capital...........................................
  10.3. Current Ratio..........................................................
  10.4. Fixed Charge Coverage..................................................
  10.5. Funded Debt to Capitalization..........................................
  10.6. Liens..................................................................
  10.7. Investments; Debt; Guarantees..........................................
  10.8. Restricted Payments....................................................
  10.9. Leases.................................................................
  10.10.Consolidation, Merger and Sale of Substantially All Assets.............
  10.11.Formation of Subsidiaries..............................................
  10.12.Interested Party Transactions..........................................
  10.13.Existence..............................................................
  10.14.Payment of Taxes and Claims; Tax Consolidation.........................
  10.15.Compliance with Laws...................................................
  10.16.Compliance with ERISA..................................................
  10.17.Maintenance of Properties; Insurance...................................
  10.18.Title..................................................................
  10.19.Conduct of Business....................................................
  10.20.Sale of Assets.........................................................
  10.21.Substitution of Collateral.............................................
  10.22.Permits and Licenses...................................................
  10.23.Further Assurances.....................................................

ARTICLE 11.   ENVIRONMENTAL MATTERS............................................
  11.1. Definitions............................................................
  11.2. Indemnification........................................................
  11.3. Agreement to Remediate.................................................
  11.4. Covenants..............................................................
  11.5. Site Assessments.......................................................
  11.6. Default; Remedies; Subrogation.........................................
  11.7. Survival...............................................................
  11.8. Conflicts..............................................................

ARTICLE 12.   REGISTRATION, TRANSFER, AND SUBSTITUTION OF NOTES................
  12.1. Note Register; Ownership of Notes......................................
  12.2. Transfer and Exchange of Notes.........................................
  12.3. Replacement of Notes...................................................

ARTICLE 13.   PAYMENTS ON NOTES................................................

ARTICLE 14.   EVENTS OF DEFAULT AND ACCELERATION...............................
  14.1. Events of Default......................................................
  14.2. Acceleration...........................................................
  14.3. Remedies...............................................................

ARTICLE 15.   EXPENSES.........................................................

ARTICLE 16.   MISCELLANEOUS....................................................
  16.1. Survival...............................................................
  16.2. Amendments and Waivers.................................................
  16.3. Indemnification........................................................
  16.4. Usury Not Intended.....................................................
  16.5. Notices................................................................
  16.6. Reproduction of Documents..............................................
  16.7. Successors and Assigns.................................................
  16.8. Entire Agreement.......................................................
  16.9. GOVERNING LAW..........................................................
  16.10.Invalid Provisions.....................................................
  16.11.Headings...............................................................
  16.12.Counterparts...........................................................
  16.13.Further Action.........................................................
  16.14.Creditors..............................................................
  16.15.Waiver.................................................................
  16.16.Release................................................................
EXHIBITS
A-1   Form of Fixed Note
A-2   Form of Floating Note
B-1   Form of Opinion (Closing)
B-2   Form of Opinion (Additional Notes)
C     Receipt of Exchanged Notes
D     Closing Certificate
E     Officer's Certificate
F     Closing Documents (Additional Notes)















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              THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT


      This   Third   Amended   and   Restated  Note  Purchase  Agreement  (this
"Agreement") dated as of August 30, 2002,  by  and  between  John  Hancock Life
Insurance  Company  (formerly  known  as  John  Hancock  Mutual  Life Insurance
Company) ("Purchaser") and Pilgrim's Pride Corporation, a Delaware  corporation
(the "Company").

                               R E C I T A L S :

      WHEREAS,  the  Company,  Purchaser  and Signature 1A (Cayman), Ltd.  have
heretofore entered into that certain Second  Amended and Restated Note Purchase
Agreement  dated  July 15,  2000 (the "2000 Note  Purchase  Agreement"),  which
amended and restated that certain  Amended and Restated Note Purchase Agreement
dated April 14, 1997 (the "1997 Note  Purchase  Agreement"),  which amended and
restated  that  certain  Note Purchase Agreement dated February 15,  1996  (the
"Original Note Purchase Agreement")  between  the  Company and Purchaser in its
entirety (collectively, the "Prior Note Purchase Agreements"); and

      WHEREAS,  pursuant to the Prior Note Purchase Agreements,  the  following
promissory notes  remain  outstanding:  a  9.39% note in the original principal
amount  of  $5,624,071.72, a 9.45% note in the  original  principal  amount  of
$1,614,122.43, a 7.21% note in the original principal amount of $50,000,000.00,
two 7.11% notes  in  the  original  principal  amounts  of  $9,761,805.00,  and
$3,000,000.00,  respectively, and a 7.07% note in the original principal amount
of $15,000,000.00  (each  individually an "Old Note" and collectively, the "Old
Notes");  and

      WHEREAS, the parties  desire  to amend and restate the 2000 Note Purchase
Agreement  in  its  entirety pursuant to  the  terms  and  conditions  of  this
Agreement, and in connection  therewith,  the  parties  desire  to  modify  and
restate the Old Notes through the issuance of new notes.

      NOW,  THEREFORE,  in  consideration of the mutual promises, covenants and
agreements set forth in this  Agreement, the parties to this Agreement mutually
agree as follows:

                                  ARTICLE 1.

                                  DEFINITIONS

      1.1.  Defined  Terms.  As  used  herein  the  following  terms  have  the
following respective meanings:

      Acquired Property:  the meaning specified in Section 9.4.

      Additional Fixed Notes:  the meaning specified in Section 2.3.

      Additional Floating Notes:  the meaning specified in Section 2.3.

      Additional  Notes:    collectively,   the   Additional  Fixed  Notes  and
Additional Floating Notes, if any.

      Adverse Environmental Impact:  the meaning specified in Section 11.1.

      Affiliate:  with respect to any Person, (a) any  other Person directly or
indirectly  controlling,  controlled  by  or  under direct or  indirect  common
control with, such Person, or (b) any director,  officer  or  partner  of  such
Person.   A  Person  shall  be  deemed to control another Person if such Person
possesses, directly or indirectly,  the  power to direct or cause the direction
of  the  management  and policies of such other  Person,  whether  through  the
ownership of voting securities,  by  contract or otherwise.  The term "control"
shall mean the possession, direct or indirect,  of the power to direct or cause
the direction of the management and policies of a  Person,  whether through the
ownership  of  voting securities, by contract or otherwise, and  shall  in  any
event include the  ownership  or power to vote ten percent (10%) or more of the
outstanding equity interests of such other Person.  For purposes hereof, Archer
Daniels Midland Company ("ADM") shall not be deemed an Affiliate of the Company
so long as ADM does not own or  control  more  than twenty percent (20%) of the
outstanding stock of the Company.

      Appraised  Value:   The appraised value of the  Mortgaged  Properties  or
other Collateral acceptable  to  Purchaser,  as determined by Bryan A. Carrell,
MIA, or such other appraiser selected by Purchaser.

      Bankruptcy Code:  the meaning provided in Section 14.1(f).

      Business Day:  any day on which national  banks are open in Dallas, Texas
and Boston, Massachusetts.

      Called Principal:  with respect to any Fixed  Note, the principal of such
Fixed Note that is to be prepaid pursuant to Section 8.2  or  is declared to be
immediately due and payable pursuant to Article 14, as the context requires.

      Capital Lease Obligations:  all obligations to pay rent or  other amounts
under  a  lease of (or other agreement conveying the right to use) Property  to
the extent  such obligations are required to be classified and accounted for as
a capital lease  on  a  balance  sheet  under  GAAP,  and  for purposes of this
Agreement,  the  amount  of  such  obligation  shall be the capitalized  amount
thereof, determined in accordance with GAAP.

      Capitalization: as at any date of determination,  and  in conformity with
GAAP, the amount of capital stock and additional paid-in-capital  plus retained
earnings (or minus accumulated deficits) of the Company.

      Cash  Equivalents:  any  type  of  instrument  that  would  qualify as  a
Permitted Investment, but not otherwise.

      Certificate:  the meaning specified in Section 4.1(d).

      Closing:  the meaning specified in Article 3.

      Closing Date:  the meaning specified in Article 3.

      Code:  the Internal Revenue Code of 1986, as amended from time to time.

      Collateral:  the Mortgaged Properties and the properties described in the
Financing Statements.

      Collateral Agreements:  the Security Documents, the Financing Statements,
the  Receipt  of  Exchanged Notes, the Certificate and all other documents  and
instruments that may  be  executed  or  delivered  hereunder  or  in connection
herewith.

      Commission:  the Securities and Exchange Commission or any other  federal
agency at the time administering the Securities Act.

      Company:   Pilgrim's  Pride  Corporation,  a Delaware corporation, or any
successor thereto by merger, consolidation, or otherwise.

      Consolidated Free Cash Flow:  in respect of  any  period,  the sum of (a)
Consolidated Net Income for such period and (b) the amount of all  depreciation
and amortization allowances and other non-cash expenses of the Company  and its
Subsidiaries   but  only  to  the  extent  deducted  in  the  determination  of
Consolidated Net Income for such period.

      Consolidated  Intangible  Assets:  license  agreements, trademarks, trade
names, patents, capitalized research and development, proprietary products (the
results  of  past  research and development treated as  long  term  assets  and
excluded from inventory) and  goodwill  (all determined on a consolidated basis
in accordance with GAAP.

      Consolidated   Interest  Expense:   for   any   period,   the   aggregate
consolidated interest  expense  of  the  Company  and the Subsidiaries for such
period, as determined in accordance with GAAP (minus,  to  the  extent included
therein,  any interest expense not paid or payable in cash) including,  without
limitation  (and without duplication in any instance), (a) all interest paid on
Debt of the Company  and  the  Subsidiaries, (b) all commissions, discounts and
other fees and charges owed with  respect  to  letters  of  credit and banker's
acceptances  allocable  to or amortized over such period, (c) net  costs  under
Interest Rate Agreements  and  (d) the  portion  of  any  amount  payable under
Capital  Lease  Obligations  that  is,  in  accordance with GAAP, allocable  to
interest expense.

      Consolidated Net Income:  for any period  means  all  amounts  which,  in
conformity  with  GAAP,  would  be  included under net income (or deficit) on a
consolidated income statement of the  Company  and  the  Subsidiaries  for such
period,  after  deducting all operating expenses, provisions for all taxes  and
reserves (including,  but  not limited to, reserves for deferred income taxes),
and all other proper deductions, all in conformity with GAAP.

      Consolidated Net Worth:  the  total assets minus the total liabilities of
the Borrower and its Subsidiaries, all determined on a consolidated basis as in
accordance with GAAP.

      Consolidated  Working  Capital:    total   Current  Assets  less  Current
Liabilities of the Company and its Subsidiaries on a consolidated basis.

      Current  Assets:   the  consolidated  assets  of   the  Company  and  its
Subsidiaries which can be readily converted into cash within  one  year and all
other assets deemed current assets in accordance with GAAP.

      Current  Liabilities:   Debt, trade payables, accrued expenses and  other
obligations  which  must be satisfied  or  have  maturities  within  one  year,
including the outstanding balance of the Company's revolving credit facility to
the extent due and payable within one year.

      Debt:  (a) indebtedness  for  borrowed  money,  including  long-term  and
short-term  debt,  obligations  and liabilities secured by any Lien existing on
property  owned  subject  to  such  Lien,  whether  or  not  the  indebtedness,
obligation or liability secured thereby  shall  have  been assumed, and (b) all
guarantees given by such Person with respect to obligations described in clause
(a) of this definition (other than with respect to the  Company,  guarantees of
trade payables of Pilgrim's-Pride-Mexico).

      Default Rate:  an amount equal to the applicable interest rate  for  each
Note plus two percent (2%), but not to exceed the Highest Lawful Rate.

      Discounted  Value:   with  respect  to  the Called Principal of any Fixed
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 a semiannual
basis) equal to the Reinvestment Yield with respect to such Called Principal.

      EBITDA:  for any  period,  shall  mean  consolidated  net  income  of the
Company and the Subsidiaries after restoring amounts deducted for depreciation,
amortization, interest expense and taxes.

      Eligible  Subsidiary:   any  corporation  or other legal entity organized
under the laws of a state of the United States and  located entirely within the
United States and 100% of all equity interests of which is owned by the Company
either directly or through another Eligible Subsidiary.

      Environmental Activity:  the meaning specified in Section 11.1.

      Environmental Condition:  the meaning specified in Section 11.1.

      Environmental Damages:  the meaning specified in Section 11.1.

      Environmental Laws:  the meaning specified in Section 11.1.

      ERISA:  the Employee Retirement Income Security  Act  of 1974, as amended
from time to time.

      Event of Default:  the meaning specified in Section 14.1.

      Exchange Act:  the Securities Exchange Act of 1934, as  amended,  and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.

      Financial Statements:  the meaning specified in Section 5.3.

      Financing    Statements:    the   financing   statements   specified   in
Section 4.1(d) and any  other  financing statements delivered by the Company to
the Purchaser evidencing the lien granted by the Security Documents.

      Fiscal Year:  the fiscal year of the Company.

      Fixed Charge Coverage Ratio:   the  ratio  of (a) EBITDA plus total lease
payments relating to non-cancelable operating leases (other than payments under
Capital Lease Obligations) to (b) the sum of (i) Consolidated Interest Expense,
(ii) total lease payments relating to non-cancelable  operating  leases  (other
than  Capital  Lease Obligations), (iii) principal payments due on or scheduled
mandatory redemptions of Debt (including the Notes) within one year, whether or
not actually paid  and  (iv) the  current portion of Capital Lease Obligations,
all determined on a consolidated basis for the Company and its Subsidiaries.

      Fixed Notes:  the 2002 Notes and any Additional Fixed Notes.

      Floating Notes:  any Additional Floating Notes.

      Funded Debt:  with respect to  the Company and its Subsidiaries, all Debt
of the Company and its Subsidiaries which  by  its terms or by the terms of any
instrument or agreement relating thereto matures, or which is otherwise payable
or unpaid, one year or more from, or is directly  or  indirectly  renewable  or
extendible  at  the option of the obligor in respect thereof to a date one year
or more (including,  without  limitation,  an  option  of  such obligor under a
revolving  credit  or  similar agreement obligating the lender  or  lenders  to
extend credit over a period of one year or more) from, the date of the creation
thereof.

      GAAP:  generally accepted accounting principles as in effect from time to
time in the United States  of  America  as  set  forth from time to time in the
opinions  of  the  Accounting  Principles Board of the  American  Institute  of
Certified  Public  Accountants  and  statements  of  the  Financial  Accounting
Standards Board or in such opinions  and  statements  of such other entities as
shall be approved by a significant segment of the accounting profession.

      Governmental Authority:  any nation or government,  any  state  or  other
political  subdivision  thereof,  and  any  agency,  department or other entity
exercising  executive,  legislative,  judicial,  regulatory  or  administrative
functions of or pertaining to any government.

      Hazardous Substances:  the meaning specified in Section 11.1.

      Highest Lawful Rate:  the meaning specified in Section 16.4.

      Indemnified Party:  the meaning specified in Section 11.2.

      Interest Period:  with respect to the Floating Notes, a period commencing
(a) the  date  of  issuance thereof (with respect to  any  Additional  Floating
Notes) or (b) in the  case  of subsequent Interest Periods under any Additional
Floating Notes or Interest Period  under  any  other  Floating  Notes,  on  the
termination  date  of  the  immediately  preceding  Interest  Period applicable
thereto  in the case of a rollover to a new Interest Period in accordance  with
Section 7.2,  and  ending  in each case three (3) months, six (6) months or one
year thereafter as the Company  shall  select  in  accordance with Section 7.2;
provided, however, that (i) any Interest Period that  would  otherwise end on a
day that is not a LIBOR Business Day shall be extended to the  next  succeeding
LIBOR  Business  Day  unless  such next succeeding LIBOR Business Day falls  in
another calendar month, in which  case  such  Interest  Period shall end on the
next  preceding  LIBOR  Business  Day and (ii) any Interest Period  that  would
otherwise end after the Maturity Date shall end on the Maturity Date.

      Interest  Rate  Agreement:   any   interest  rate  protection  agreement,
interest rate future, interest rate option,  interest  rate swap, interest rate
cap or other interest rate hedge or arrangement under which  the Company or any
of the Subsidiaries is a party or a beneficiary.

      Interest Rate Set Window:  the period of time not more than ten (10) days
nor less than five (5) days prior to the commencement of each Interest Period.

      Investment:   any direct or indirect purchase or other acquisition  by  a
Person of stock or other  securities  of  any  other  Person,  or any direct or
indirect loan, advance or capital contribution by a Person to any other Person,
including all indebtedness and accounts receivable from such other  Person that
did  not  arise  from  sales  to  such  other Person in the ordinary course  of
business.

      LIBOR Business Day:  a Business Day  on  which  dealings  in  dollars are
carried out in the London interbank eurodollar market.

      LIBOR Premium:  with respect to any Floating Note, a premium of  (a) five
percent  (5%)  of  the principal amount prepaid, if the prepayment occurs after
the date that is five (5) years following and on or before the date that is six
(6) years following  the  date  of  issuance  of  such  Floating Note; (b) four
percent  (4%) of the principal amount prepaid, if the prepayment  occurs  after
the date that  is  six  (6)  years  following and on or before the date that is
seven  (7)  years  following  the  date of  issuance  of  such  Floating  Note;
(c) three percent  (3%) of the principal  amount  prepaid,  if  the  prepayment
occurs after the date  that  is  seven (7) years following and on or before the
date that is eight (8) years following  the  date  of issuance of such Floating
Note;  (d) two percent (2%) of the principal amount  prepaid, if the prepayment
occurs after the date that is eight (8) years following  and  on  or before the
date  that  is  nine (9) years following the date of issuance of such  Floating
Note;  and (e) one percent  (1%)  of  the  principal  amount  prepaid,  if  the
prepayment  occurs  after  the  date that is nine (9) years following and on or
before the date that is ten (10)  years  following the date of issuance of such
Floating Note.

      LIBOR Rate:  for any Interest Period  in effect under the Floating Notes,
the rate announced in The Wall Street Journal (Northeast Edition) as the London
Interbank Offered Rates (LIBOR) for a period of corresponding duration.

      Lien:  with respect to any Property, any  mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect  of such Property.  For
purposes of this Agreement, a Person shall be deemed to own, subject to a Lien,
any Property that it has acquired or holds subject to the  interest of a vendor
or lessor under any conditional sale agreement, capital lease  or  other  title
retention agreement (other than an operating lease) relating to such Property.

      Make-Whole  Premium:   with  respect  to  any  Fixed  Note (including any
Floating Note that becomes a Fixed Note pursuant to the Company's  election  to
fix  the  interest  rate  thereunder in accordance with Section 7.3), a premium
equal  to the excess, if any,  of  (a)  the  Discounted  Value  of  the  Called
Principal  of  such  Fixed  Note over (b) such Called Principal. The Make-Whole
Premium shall in no event be less than zero.

      Material Adverse Effect:   a  material  adverse  effect  on the business,
operations, affairs, condition or properties of the Company or the  ability  of
the  Company  to  perform  its  obligations  hereunder  or under the Collateral
Agreements.

      Maturity Date:   the stated date of maturity of a Note  or  such  earlier
date   upon  which  the  maturity  of  the  Note  is  accelerated  pursuant  to
Section 14.2.

      Moody's:  Moody's Investors Services, Inc.

      Mortgaged  Properties:  the aggregate of all properties pledged, conveyed
and encumbered under or pursuant to the Security Documents.

      Net Tangible  Assets:   total  consolidated assets of the Company and its
Subsidiaries  less  Consolidated Intangible  Assets  of  the  Company  and  its
Subsidiaries determined in accordance with GAAP.

      Note:  collectively,  any  of the 2002 Notes and the Additional Notes, if
any.

      Officers' Certificate:  a certificate  executed  by  the  Chief Financial
Officer of the Company.

      Old Notes:  the meaning specified in the recitals.

      Original  Security  Documents:   the  Texas  Deed  of  Trust and Security
Agreement and the Assignment of Leases, each dated February 15, 1996, that were
executed  and delivered by the Company pursuant to the Original  Note  Purchase
Agreement and the Texas Deed of Trust and Security Agreement and the Assignment
of Leases and  Rents,  each  dated as of April 14, 1997, that were executed and
delivered by the Company pursuant  to the 1997 Note Purchase Agreement, in each
case as amended.

      PBGC:   the  Pension Benefit Guaranty  Corporation  or  any  Governmental
Authority succeeding to any of its functions.

      Payment Date:   the  first day of each calendar month, but if such day is
not a Business Day, the first Business Day of such month.

      Permitted Exceptions:  those Liens permitted under the Security Documents
and this Agreement.

      Permitted Investments:   (a) direct  obligations of the United States, or
of any agency thereof, or obligations guaranteed  as  to principal and interest
by  the United States, or of any agency thereof, in either  case  maturing  not
more than one year from the date of acquisition thereof; (b) direct obligations
issued  by  any  state of the United States or any political subdivision of any
such state or any  public instrumentality thereof maturing within one year from
the date of the acquisition  thereof  and,  at  the  time  of such acquisition,
having   the   highest   rating   obtainable   from   either  S&P  or  Moody's;
(c) certificates  of deposit and banker's acceptances issued  by  any  bank  or
trust company organized  under  the  laws  of  the  United  States or any state
thereof  and  having  capital,  surplus  and  undivided  profits  of  at  least
$50,000,000,  maturing  not  more  than  one  year from the date of acquisition
thereof; (d) commercial paper rated A-1 or better  or  P-1  or better by S&P or
Moody's,  respectively,  maturing  not more than six months from  the  date  of
acquisition thereof; (e) Eurodollar  time  deposits  having  a maturity of less
than six months purchased directly from any such bank (whether  such deposit is
with such bank or any other such bank); and (f) money market funds at least 95%
of the assets of which constitute Investments of the kinds described in clauses
(a)  through  (e) above.  Notwithstanding the foregoing, the Company  shall  be
permitted to have  collected balances with Pilgrim's Bank, Pittsburg, Texas, in
an amount not to exceed at any time 80% of such bank's capital base.

      Person:  a corporation,  an  association,  a limited liability company, a
partnership,  an  organization,  a  business, an individual,  a  government  or
political subdivision thereof or a governmental agency.

      Pilgrim's Pride-Mexico:  Avicola  Pilgrim's Pride de Mexico S.A. de C.V.,
a Mexican corporation and a wholly owned  Subsidiary  of  the  Company, and its
Subsidiaries.

      Plan:  an "employee pension benefit plan" (as defined in Section 3(2)  of
ERISA) that is or has been established or maintained, or to which contributions
are or have been made, by the Company or any of the Subsidiaries or any Related
Person  with  respect to any of them, or an employee pension benefit plan as to
which the Company or any of the Subsidiaries or any Related Person with respect
to any of them,  would  be treated as a contributory sponsor under Section 4069
of ERISA if it were to be  terminated  but  excluding  any  such  Plan  that is
maintained  outside  of  the United States primarily for the benefit of Persons
substantially all of whom are nonresident aliens.

      Potential Event of Default:  a default that, with notice or lapse of time
or both, becomes an Event of Default.

      Premium:  a LIBOR Premium or a Make-Whole Premium, as the case may be.

      Property:   any  right  or  interest  in  or  to  property  of  any  kind
whatsoever, whether real,  personal  (including,  without  limitation, cash) or
mixed and whether tangible or intangible.

      Purchaser:   John Hancock Life Insurance Company and its  successors  and
assigns.

      Receipt of Exchanged Notes:  the meaning specified in Section 4.1(d).

      Reinvestment Yield:   with  respect  to the Called Principal of any Fixed
Note,  the  yield  to  maturity  implied  by (a) the  yields  reported,  as  of
10:00 a.m.  (New  York  City  time)  on the Business  Day  next  preceding  the
Settlement  Date  with  respect  to  such  Called  Principal,  on  the  display
designated as "Page 678" on the Telerate Service  (or such other display as may
replace  Page 678  on the Telerate Service) for actively  traded  U.S. Treasury
securities having a  maturity  equal  to  the  Remaining  Life  of  such Called
Principal  as  of  such  Settlement Date, plus 100 basis points or (b) if  such
yields shall not be reported  as of such time or the yields reported as of such
time shall not be ascertainable,  the  Treasury Constant Maturity Series yields
reported, for the latest day for which such  yields shall have been so reported
as of the Business Day next preceding the Settlement  Date with respect to such
Called  Principal, in Federal Reserve Statistical Release H.15  (519)  (or  any
comparable  successor publication) for actively traded U.S. Treasury securities
having a constant maturity equal to the Remaining Life of such Called Principal
as of such Settlement Date, plus 100 basis points.  Such implied yield shall be
determined, if  necessary,  by  (x) converting U.S. Treasury bill quotations to
bond-equivalent  yields in accordance  with  accepted  financial  practice  and
(y) interpolating linearly between reported yields.

      Related Person:  as to any Person, either (a) any corporation or trade or
business that is a  member of the same controlled group of corporations (within
the meaning of Section 414(b)  of  the  Code)  as  such Person, or (b) is under
common control (within the meaning of Section 414(c)  of  the  Code)  with such
Person, or (c) is a member of any affiliated service group (within the  meaning
of  Section 414(m)  of the Code) that includes such Person, or (d) is otherwise
treated as part of the  controlled  group that includes such Person (within the
meaning of Section 414(o) of the Code).

      Release:  the meaning specified in Section 11.1.

      Remaining Life:  with respect to  the Called Principal of any Fixed Note,
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:   with  respect to the Called Principal of
any Fixed Note, all payments of such Called Principal and interest thereon that
would  be  due  on or after the Settlement Date with  respect  to  such  Called
Principal if no payment  of  such  Called  Principal  were  made  prior  to its
scheduled due date.

      Reportable Quantity:  the meaning specified in Section 11.1.

      Responsible  Officer:   the  President, the Secretary, the Treasurer, the
Chief Executive Officer, the Chief Operating  Officer  or  the  Chief Financial
Officer of the Company.

      S&P:  Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc.

      Schedule  of Information for Payment and Notices:  the meaning  specified
in Article 13.

      Securities  Act:   the Securities Act of 1933, as amended, or any similar
federal statute, and the rules  and  regulations  of the Commission thereunder,
all as the same shall be in effect at the time.

      Security  Documents:   the  Original  Security Documents,  the  documents
delivered pursuant to clauses (i), (ii), and  (iii)  of  Section 4.1(d) and any
other  security agreements, mortgages, deeds of trust, leasehold  mortgages  or
deeds of trust, pledge agreements, leasehold assignment, and/or other documents
executed  by  the  Company  in  favor of the Purchaser, to secure the Company's
performance of its obligations under  the  Notes and this Agreement with a lien
on the Collateral.

      Settlement Date:  with respect to the Called Principal of any Fixed Note,
the  date  on  which  such  Called  Principal  is to  be  prepaid  pursuant  to
Section 8.2  or  is  declared to be immediately due  and  payable  pursuant  to
Article 14.

      Special Counsel:   Locke  Liddell  &  Sapp  LLP,  as  special  counsel to
Purchaser in connection with this Agreement.

      Subsidiary:   any  corporation  or other entity of which more than  fifty
percent (50%) of the outstanding voting  shares  are  at the time owned (either
alone or through Subsidiaries or together with Subsidiaries)  by the Company or
another Subsidiary.

      2002 Notes:  the meaning specified in Section 2.1.

      Unfunded Current Liability:  as to any Plan, the amount, if any, by which
the actuarial present value of the accumulated plan benefits under  the Plan as
of  the  close  of  its  most  recent  plan year, determined in accordance with
Statement of Financial Accounting Standards  No. 35,  based  upon the actuarial
assumptions used by the Plan's actuary in the most recent annual  valuation  of
the  Plan,  exceeds  the  fair  market  value  of the assets allocable thereto,
determined in accordance with Section 412 of the Code.

      Welfare  Plan:   an  employee  welfare  benefit   plan   (as  defined  in
Section 3(1)   of   ERISA)   or   a   group   health   plan   (as   defined  in
Section 4980B(g)(2)   of  the  Code)  which  is  or  has  been  established  or
maintained, or to which  contributions are or have been made, by the Company or
any of the Subsidiaries or any Related Person with respect to any of them.

      1.2.  Miscellaneous.   References  herein  to  an "Exhibit" or "Schedule"
are, unless otherwise specified, to one of the exhibits  or  schedules attached
to  this Agreement, and references herein to a "Section" are, unless  otherwise
specified,  to  one  of  the  Sections  of  this  Agreement.   As  used in this
Agreement,  the  words  "herein," "hereof," "hereby," and "hereunder" refer  to
this Agreement as a whole  and  not to any particular Section or subdivision of
this Agreement.  References herein  to  masculine  or  neuter  are construed to
include masculine, feminine or neuter, where applicable, and references  herein
to singular include plural and to plural include singular, where applicable.

                                  ARTICLE 2.

                                   THE NOTES

      2.1.  Authorization  of 2002 Notes.  The Company has authorized the issue
and sale of $60,960,846.08 aggregate  principal amount of its 6.68% Fixed Notes
(together with all notes issued in substitution  or  exchange therefor pursuant
to Article 12, the "2002 Notes") pursuant to this Agreement in exchange for the
Old Notes.  The 2002 Notes will bear interest on the unpaid  principal  balance
thereof from the date of such Notes as prescribed herein, payable as set  forth
in  Articles 7  and 8, will mature on August 30, 2012 and will be substantially
in the form of Exhibit A-1.

      2.2.  Sale  and  Purchase of 2002 Notes.  The Company will issue and sell
to Purchaser and, subject  to  the  terms and conditions hereof, at the Closing
provided for in Article 3, Purchaser will accept the 2002 Notes in exchange for
the Old Notes.

      2.3.  Sale and Purchase of Additional Notes.

            (a)   The Company may authorize  the  issue  and  sale from time to
time  of  up  to  an additional $50,000,000 of its notes ("Additional  Notes"),
consisting of fixed  rate notes (together with all notes issued in substitution
or exchange therefor pursuant  to Article 12, the "Additional Fixed Notes") and
floating rate notes (together with all notes issued in substitution or exchange
therefor pursuant to Article 12,  the  "Additional Floating Notes") pursuant to
this Agreement.  Each Additional Note will  be  in the amount of $5,000,000 (or
at Purchaser's option, such smaller denominations  that  in the aggregate equal
$5,000,000),  will bear interest on the unpaid principal balance  thereof  from
the date of the  Additional  Note as prescribed herein, payable as set forth in
Articles 7 and 8, will mature  on  a date which is ten (10) years from the date
of issuance and sale and will be substantially  in  the form of Exhibit A-1 (in
the case of Additional Fixed Notes) or Exhibit A-2 (in  the  case of Additional
Floating Notes).

            (b)   The  Company  shall  give  Purchaser not less than  ten  (10)
Business Days prior written notice of its intent to issue and sell to Purchaser
an Additional Note, which at the Company's option  may  be either an Additional
Fixed Note or an Additional Floating Note, the issuance and sale of which shall
be  subject  to  the  conditions  set  forth  in Section 4.2.  Subject  to  the
satisfaction of the conditions set forth in Section  4.2,  Purchaser  agrees to
purchase the Additional Notes authorized by the Company under this Section 2.3.
No Additional Note may be issued and sold after August 30, 2005.

                                  ARTICLE 3.

                                    CLOSING

      The  closing  of  the sale of the 2002 Notes to Purchaser (the "Closing")
shall take place at the offices  of Locke Liddell & Sapp LLP, 2200 Ross Avenue,
Suite 2200, Dallas, Texas 75201, at  10:00 a.m. Dallas, Texas time on such date
as the parties may mutually agree (the  "Closing  Date").   At the Closing, the
Company will deliver to Purchaser the 2002 Notes in the form  of  a single Note
or  Notes as prescribed by Purchaser, dated the Closing Date and registered  in
Purchaser's name (or the name of its nominee), against delivery by Purchaser to
the Company of the Old Notes.

                                  ARTICLE 4.

                             CONDITIONS TO CLOSING

      4.1.  Conditions  to  Purchase  of 2002 Notes.  Purchaser's obligation to
accept  the  2002  Notes  in exchange for the  Old  Notes  is  subject  to  the
fulfillment to Purchaser's  satisfaction,  at  or  prior to the Closing, of the
following conditions:

            (a)   Opinion  of  Counsel.   Purchaser  shall   have  received  an
opinion,  dated  the  Closing  Date  and satisfactory in form and substance  to
Purchaser, from  Baker & McKenzie, counsel  for  the  Company,  in  the form of
Exhibit B-1.

            (b)   Representations,     Warranties     and    Covenants.     The
representations and warranties of the Company contained in this Agreement shall
be true and correct at the time of Closing as if made at  and  as of such time,
and the Company shall have complied with all agreements and covenants hereunder
required to be performed by the Company on or prior to the time of Closing.

            (c)   Notes.   The 2002 Notes (with appropriate insertions)  to  be
issued to and accepted by Purchaser,  shall  have  been  duly  executed  by the
Company and delivered to Purchaser and shall be in full force and effect and no
term  or  condition thereof shall have been amended, modified or waived, except
with the prior written consent of Purchaser and the Company.

            (d)   Collateral Agreements.

            (i)   Modifications  and Extensions of Deed of Trust and Assignment
of Leases and Rents in form and substance  satisfactory to Purchaser shall have
been duly executed and delivered by the Company  for  the  benefit of Purchaser
and the registered holders from time to time of the Notes and  shall be in full
force and effect.

            (ii)  A  Texas  Deed  of Trust and Security Agreement in  form  and
substance satisfactory to Purchaser  shall  have been executed and delivered by
the Company for the benefit of Purchaser and  the  registered  holders  of  the
Notes and shall be in full force and effect.

            (iii) UCC  Financing  Statements  and  amendments  shall  have been
authorized by the Company for filing.

            (iv)  A  Receipt  of Exchanged Notes, substantially in the form  of
Exhibit C (the "Receipt of Exchanged Notes"), shall have been duly executed and
delivered by the Company and shall be in full force and effect.

            (v)   A certificate,  substantially  in  the form of Exhibit D (the
"Certificate"), shall have been duly executed and delivered  by the Company and
shall be in full force and effect.

            (e)   Recordings,  Filings  and  Priority.   Except  as  waived  in
writing  by  Purchaser,  all recordings and filings of or with respect  to  the
Security Documents and the  Financing  Statements shall have been duly made and
all other instruments relating thereto shall have been duly executed, delivered
and recorded or filed, in all such places  as may be required by law, or as may
be deemed necessary or desirable by Special  Counsel,  in  order  to establish,
protect  and perfect as of the Closing Date the interests and rights  (and  the
priority thereof)  created  or intended to be created thereby.  The Lien of the
Security Documents and Financing  Statements  shall  constitute a first Lien of
record on and a first security interest of record in the  Mortgaged Properties,
subject only to the Permitted Exceptions.

            (f)   Title Insurance.  Purchaser shall have received  title policy
endorsements  to  its existing mortgagee policies of title insurance issued  by
Lawyers Title Insurance  Corporation  and Stewart Title Guaranty Company.  Such
endorsements shall be subject only to the  same  exceptions to title as now are
specified in such policies and any additional conditions or exceptions to title
as may be acceptable to Purchaser.

            (g)   Compliance with Securities Laws.   The  offering  and sale of
the  2002  Notes  to  be  issued  at  the  Closing shall have complied with all
applicable requirements of federal and state securities laws.

            (h)   Proceedings  and  Documents.    All   corporate   and   other
proceedings  in  connection  with  the transactions contemplated hereby and all
documents and instruments incident to  such  transactions  shall  be reasonably
satisfactory  to  Purchaser  and  Special  Counsel,  and  Purchaser and Special
Counsel shall have received an original executed counterpart of this Agreement,
and all such other counterpart originals or certified or other  copies  of such
documents as Purchaser or Special Counsel may reasonably request.

            (i)   No  Event  of  Default  or Potential Event of Default.  There
shall not exist and, upon consummation of the transactions contemplated hereby,
there shall not exist any Event of Default or Potential Event of Default.

            (j)   Payment of Closing Fees.   The  Company  shall  have paid the
reasonable  fees,  expenses  and  disbursements of Special Counsel and  special
local counsel that are reflected in  statements  of such counsel rendered prior
to or on the Closing Date, without limitation on the  Company's  obligation  to
pay  any  additional  fees  and  disbursements  of all such counsel pursuant to
Article 15.

            (k)   Loan  to  Appraised  Values.   Upon   consummation   of   the
transactions  contemplated at the Closing, the ratio of the aggregate principal
amount of the then  outstanding  Notes  (including  any  Additional Notes to be
issued  at the Closing) to Appraised Value shall not be greater  than  seventy-
five percent (75%).

            (l)   Insurance.    Purchaser   shall  have  received  certificates
reasonably  satisfactory  to  Purchaser  as to, or  copies  of,  all  insurance
policies required by the Security Documents.

            (m)   Due Diligence.  The results  of  any  due diligence review of
the  Company and the Subsidiaries and their respective Properties,  businesses,
operations,  affairs,  results of operations, financial condition and prospects
and  the  proposed organizational,  legal  and  tax  aspects  of  the  proposed
transactions,  performed  by  or  on  behalf  of  Purchaser shall be reasonably
satisfactory to Purchaser and Special Counsel.

      4.2.  Conditions to Purchase of Additional Notes.  Purchaser's obligation
to purchase each Additional Note is subject to the  fulfillment  to Purchaser's
satisfaction  prior  to  each  such  purchase  of  an  Additional Note, of  the
following conditions:

            (a)   Representations,     Warranties    and    Covenants.      The
representations and warranties of the Company contained in this Agreement shall
be true and correct at the time of the purchase  of each Additional Note, as if
made  at  and as of such time, and the Company shall  have  complied  with  all
agreements  and covenants hereunder required to be performed at or prior to the
purchase of such Additional Note.

            (b)   Notes.   The  Additional  Note,  in the form and substance of
Exhibit A-1 (in the case of an Additional Fixed Note)  or  Exhibit A-2  (in the
case of an Additional Floating Note) (with appropriate insertions) to be issued
to  and  accepted by Purchaser, shall have been duly executed and delivered  to
Purchaser  by  the Company and shall be in full force and effect and no term or
condition thereof  shall have been amended, modified or waived, except with the
prior written consent of Purchaser and the Company.

            (c)   Opinion   of  Counsel.   Purchaser  shall  have  received  an
opinion, dated the date of issuance  of the Additional Note and satisfactory in
form and substance to Purchaser, from   counsel  for the Company, substantially
in the form of Exhibit B-2.

            (d)   Compliance with Securities Laws.   The  offering  and sale of
each  Additional  Note  to  be  issued  shall have complied with all applicable
requirements of federal and state securities laws.

            (e)   No Event of Default or  Potential  Event  of  Default.  There
shall not exist and, upon consummation of the transactions contemplated hereby,
there shall not exist any Event of Default or Potential Event of Default.

            (f)   No  Material Adverse Effect.  There shall not have  been  any
Material Adverse Effect on the Company since September 30, 2001, which Material
Adverse Effect is continuing.

            (g)   Loan  to Appraised Value.   Upon consummation of any purchase
of an Additional Note, the  ratio of the aggregate principal amount of the then
outstanding  Notes (including  any  Additional  Notes  to  be  issued  pursuant
thereto) to Appraised  Value  immediately prior to the consummation of any such
transaction shall not be greater  than seventy-five percent (75%). In the event
the Company desires or is required  to  pledge additional assets or property as
security  for  its  obligations  under  this  Agreement   and   the  Collateral
Agreements,  the appraised value of such assets or property shall  be  included
within the Appraised  Value  in  calculating  the Loan to Appraised Value ratio
pursuant to this Section 4.2(g), and Company shall execute (where required) and
cause to be delivered to Purchaser such closing  documents,  as  Purchaser  may
require, as set forth in Exhibit F.

                                  ARTICLE 5.

            REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY

      The Company represents and warrants to Purchaser as follows:

      5.1.  Organization,  Standing,  etc.   The  Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite power and authority  (a) to  own and operate its
properties, (b) to carry on its business as now conducted and as proposed to be
conducted, (c) to enter into this Agreement, the Security Documents and each of
the  other Collateral Agreements, (d) to issue and sell the Notes,  and  (e) to
carry  out  the  terms of this Agreement, the Notes, the Security Documents and
each of the other  Collateral  Agreements.  This Agreement, the 2002 Notes, the
Security Documents and the other  Collateral  Agreements (i) have been, and the
Additional  Notes  upon  issuance  thereof  will be,  duly  authorized  by  all
necessary corporate action on the part of the  Company,  and  duly executed and
delivered and (ii) are, and the Additional Notes upon issuance thereof will be,
valid  and  binding  agreements of the Company, enforceable in accordance  with
their  terms, except as  enforceability  may  be  subject  to  and  limited  by
applicable  principles of equity and by bankruptcy, reorganization, moratorium,
insolvency or  other  similar  laws  from  time-to-time in effect affecting the
enforcement of creditors' rights generally.

      5.2.  Qualification.  The Company is duly  qualified and in good standing
as  a foreign corporation authorized to do business  in  each  jurisdiction  in
which  the  nature of its activities or the character of the properties it owns
or leases makes  such  qualification  necessary, other than those jurisdictions
where the failure to qualify would not have a Material Adverse Effect.

      5.3.  Business and Financial Statements.   The  Company  has delivered to
Purchaser   true,   complete  and  correct  copies  of  the  Company's  audited
consolidated financial statements for the Fiscal Year ended September 30, 2001,
and the unaudited financial  statements for the nine months ended June 29, 2002
(collectively, the "Financial Statements").  The Financial Statements have been
prepared  in  accordance  with  GAAP   (except  that  the  unaudited  financial
statements contain no footnotes) applied  on  a consistent basis throughout the
periods specified and present fairly in all material  respects  the  historical
financial  positions  of  the  Company  as of the respective dates and for  the
respective periods specified.

      5.4.  Adverse Changes.  There has been  no Material Adverse Effect on the
Company since September 30, 2001 that is continuing.

      5.5.  Tax Returns and Payments.  The Company  is a corporation subject to
United States federal income taxation.  The Company has  timely  and accurately
filed all tax returns required by law to be filed by it and has paid all taxes,
assessments  and  other  governmental  charges  levied  upon  it or any of  its
properties, assets, income or franchises that are due and payable,  other  than
those  presently  being  contested  in  good  faith  by appropriate proceedings
diligently conducted for which such reserves and other appropriate provision as
are required by GAAP have been made or where the failure to make such filing or
payment  could  not  reasonably  be expected to result in  a  Material  Adverse
Effect.  As of the Closing Date, there  are  no  material tax Liens upon any of
the assets of the Company except for statutory liens  in  respect  of  taxes or
assessments  the  payment  of  which is not yet delinquent.  If the Company  is
contesting any such tax or assessment  in accordance with this Section 5.5, the
Company has disclosed to Purchaser, in writing,  the  nature and extent of such
contest.

      5.6.  Debt.  Other than the Notes and the indebtedness  disclosed  in the
Financial  Statements  or as listed on Schedule 5.6, the Company has no secured
or unsecured Debt outstanding  as  of the Closing Date.  Other than as provided
in this Agreement and the Collateral  Agreements,  or  in  the  instruments and
agreements listed on Schedule 5.6 (as such schedule may be updated from time to
time),  no  instrument  or  agreement  applicable to or binding on the  Company
contains any restrictions on the incurrence by the Company of any Debt.

      5.7.  Title to Properties and Assets;  Liens.   The  Company has good and
marketable fee title to all the real property purported to be  owned  by it and
good  and  marketable  title  to all other property and assets purported to  be
owned by it, free and clear of  all  Liens,  except for Liens and other matters
that constitute Permitted Exceptions.  At the  time  of  the  Closing  and upon
giving  effect  to  the  transactions  contemplated  hereby, and except for the
Permitted Exceptions, (a) no currently effective financing  statement under the
Uniform Commercial Code that names the Company as debtor or lessee  will  be on
file  in  any jurisdiction in which the Company owns or leases real or personal
property or  in  which  the inventory of the Company is located or in any other
jurisdiction, (b) neither  the  Company  nor  any  Subsidiary  has  signed  any
currently  effective  financing  statement  or any currently effective security
agreement authorizing any secured party thereunder  to  file any such financing
statement,  except  (i) as  required  to  perfect  the  Liens  created  by  the
Collateral Agreements, (ii) as listed on Schedule 5.7, or (iii) as evidenced by
any Permitted Exception, and (c) the personal property comprising  any  portion
of  the  Mortgaged  Properties  is free and clear of any and all purchase money
security interests and other Liens.

      5.8.  Litigation.  Except as  set  forth  on  Schedule  5.8,  there is no
action,  proceeding or investigation pending or, to the best knowledge  of  the
Company, threatened  (or  any  basis therefor known to the Company) against the
Company or any of its Subsidiaries  or any of their respective Properties which
is not adequately covered by insurance,  which  could reasonably be expected to
have a Material Adverse Effect.

      5.9.  Compliance with Collateral Agreements.   The  Company has performed
and complied in all material respects with every term, covenant,  condition and
provision of the Collateral Agreements to be performed or complied  with by the
Company on or prior to the date hereof, every representation or warranty of the
Company  contained  in  the  Collateral  Agreements is true and correct in  all
material respects on and as of the date hereof,  and  no  default  or  Event of
Default  (as  any  such  term  may be defined in the Collateral Agreements) has
occurred and is continuing (without regard to any applicable cure period) under
the Collateral Agreements.

      5.10. Compliance with Other  Instruments.   The  Company  (a)  is  not in
violation of any term of any agreement or instrument to which it is a party  or
by  which  it is bound, or of any applicable law, ordinance, rule or regulation
of any Governmental  Authority,  or of any applicable order, judgment or decree
of  any  court,  arbitrator  or  Governmental   Authority  (including,  without
limitation,  any  such  law, ordinance, rule, regulation,  order,  judgment  or
decree relating to environmental  protection or pollution control, occupational
health  and  safety  standards  and  controls,  consumer  protection  or  equal
employment practice requirements), the  consequence  of any of which violations
would, with reasonable probability, result in a Material  Adverse  Effect;  and
(b)  is  not  in  violation  of any term of its Certificate of Incorporation or
Bylaws.  Neither the execution, delivery and performance of this Agreement, any
Collateral Agreement, or the Notes  nor  the  consummation  of the transactions
contemplated  hereby  or  thereby  will  result in any violation of  or  be  in
conflict with or constitute a default under  any  such  term  or  result in the
creation of (or impose any obligation on the Company to create) any  Lien  upon
any  of  the properties of the Company pursuant to any such term.  There are no
such terms  in the aforementioned documents that, either in any individual case
or in the aggregate,  materially and adversely affect the business, operations,
affairs,  condition or properties  of  the  Company,  including  the  Mortgaged
Properties.

      5.11. Governmental  Consents.   Other  than  those  that  have  been duly
obtained  and are in full force and effect (copies of which have been delivered
to Purchaser  or  Special Counsel) and any filings contemplated by the Security
Documents and the Financing  Statements  (which  filings  will be made promptly
after  Closing),  no consent, approval or authorization of, or  declaration  or
filing with, any Governmental Authority on the part of the Company is currently
required  for the valid  execution  and  delivery  of  this  Agreement  or  any
Collateral  Agreement,  or  the  consummation  of the transactions contemplated
hereby or thereby, or the valid offer, issue, sale  and  delivery  of the Notes
pursuant to this Agreement.

      5.12. Permits  and Licenses. Except for any failure to obtain or  recover
permits and licenses that  could  not reasonably be expected to have a Material
Adverse Effect, the Company has all  permits  and  licenses  necessary  for the
operation of its business as presently conducted.

      5.13. Status Under Certain Federal Statutes.  Neither the Company nor any
Subsidiary  is  subject to regulation under the Investment Company Act of 1940,
as amended, the Public  Utility  Holding  Company  Act of 1935, as amended, the
Interstate Commerce Act, as amended, or the Federal Power Act, as amended.

      5.14. Use of Proceeds; Margin Regulations.  The  Company  will  apply the
proceeds  of  the sale of Additional Notes for general corporate purposes.   No
part of the proceeds  from  the  sale  of  the  Notes  hereunder  will be used,
directly or indirectly, for the purpose of buying or carrying any margin  stock
within  the  meaning  of  Regulation U of the Board of Governors of the Federal
Reserve System (12 CFR 221),  or  for  the  purpose  of  buying  or carrying or
trading in any securities under such circumstances as to involve the Company in
a violation of Regulation X of said Board (12 CFR 224) or to involve any broker
or  dealer in a violation of Regulation T of said Board (12 CFR 220).    Margin
stock does not constitute more than 10% of the value of the consolidated assets
of the  Company  and its Subsidiaries and the Company does not have any present
intention that margin  stock will constitute more than 10% of the value of such
assets.  As used in this  Section,  the  terms  "margin  stock" and "purpose of
buying or carrying" shall have the meanings assigned to them in said Regulation
U.

      5.15. Compliance with ERISA.

            (a)   As  of  the  Closing  Date,  each Plan that is  or  has  been
maintained  for employees of the Company or any of  the  Subsidiaries,  or  any
Related Person  with  respect to any of them, or to which the Company or any of
the Subsidiaries, or any  Related  Person with respect to any of them, has made
or  was  required  to make contributions  has  been  administered  in  material
compliance with its  terms  and  all  applicable  statutes  (including  but not
limited  to  ERISA  and  the  Code,  and  all  regulations  and interpretations
thereunder).   No  reportable event (as defined in Section 4043  of  ERISA  and
regulations issued thereunder)  has occurred with respect to any Plan that is a
defined benefit plan (as defined  in  Section 3(35)  of  ERISA  and regulations
issued thereunder) and subject to Title IV of ERISA ("Title IV Plan").   As  of
the  Closing  Date,  no material liability to the PBGC has been incurred, or is
expected to be incurred,  by  the  Company  or  any  of the Subsidiaries or any
Related Person with respect to any Title IV Plan.  The  PBGC has not instituted
any proceedings, and there exists no event or condition that  would  constitute
grounds  for  institution of proceedings, against the Company, the Subsidiaries
or any Related  Person  by  the  PBGC  to  terminate  any  Title  IV Plan under
Section 4042  of  ERISA.   No case, matter or action with respect to any  Plan,
pursuant  to  any  federal or state  law,  is  pending  or,  to  the  Company's
knowledge, is threatened, against the Company or any of the Subsidiaries or any
Related Person with  respect  to  any  of  them,  or  any  officer, director or
employee of any of them, or any fiduciary of any Plan which could reasonably be
expected to result in a Material Adverse Effect.

            (b)   No  Title IV Plan had an accumulated funding  deficiency  (as
such term is defined in Section 302 of ERISA and regulations issued thereunder)
as of the last day of the most recent plan year of such Plan ended prior to the
date hereof.  All contributions  payable  to each qualified Plan of the Company
or any of the Subsidiaries (that is an employee pension benefit plan as defined
in Section 3(2) of ERISA and regulations issued thereunder and that is intended
to meet the qualification requirements of the Code ("Qualified Plan")), for all
benefits earned or other liabilities accrued through the end of the latest plan
year  for such Qualified Plan, determined in  accordance  with  the  terms  and
conditions  of  such  Qualified  Plan,  ERISA  and  the Code, have been paid or
otherwise provided for, and to the extent unpaid are reflected in the pro forma
consolidated balance sheet of the Company.  No waiver  of  the  minimum funding
standard requirements of Section 302 of ERISA and Section 412 of  the  Code has
been  obtained,  applied  for  or is contemplated with respect to any Title  IV
Plan.

            (c)   Except as disclosed  to  Purchaser  in  writing,  none of the
Company or any of the Subsidiaries nor any Related Person with respect  to  any
of  them,  is  or  has been a contributor to any multi-employer plan within the
meaning of Section 3(37) of ERISA and regulations issued thereunder.

            (d)   The   execution  and  delivery  of  this  Agreement  and  the
Collateral Agreements, the issue of the Notes hereunder and the consummation of
the transactions contemplated  hereby  will not involve any transaction that is
subject to the prohibitions of Section 406 of ERISA or in connection with which
a tax would be imposed pursuant to Section 4975 of the Code.

            (e)   No Lien imposed under  Section 412(n)  of  the Code exists in
favor  of  any Plan upon any property belonging to the Company or  any  of  the
Subsidiaries, or any Related Person of any of them.

      5.16. Disclosure.   Neither  this Agreement, the Financial Statements nor
any other document, certificate or instrument  delivered  to Purchaser by or on
behalf of the Company in connection with the transactions contemplated  hereby,
when  all  such  documents,  certificates and instruments are taken as a whole,
contains any untrue statement  of  a material fact or omits to state a material
fact necessary in order to make the  statements contained herein or therein not
misleading.   There  is  no fact actually  known  to  the  Company  that  could
reasonably be expected to  have a Material Adverse Effect that has not been set
forth herein or in the other  documents, certificates and instruments delivered
to Purchaser by or on behalf of  the Company specifically for use in connection
with the transactions contemplated hereby.

      5.17. Solvency of the Company.   The  fair saleable value of the business
and assets of the Company, upon giving effect  to the transactions contemplated
hereby,  will  be in excess of the amount that will  be  required  to  pay  the
probable  liabilities  of  the  Company  (including  contingent,  subordinated,
unmatured and  unliquidated  liabilities)  on existing debts as they may become
absolute  and matured.  The Company, upon giving  effect  to  the  transactions
contemplated  hereby,  will  not  be engaged in any business or transaction, or
about to engage in any business or  transaction,  for  which the Company has an
unreasonably small capital, and the Company has no intent  (a) to hinder, delay
or defraud any entity to which it is, or will become, on or  after  the Closing
Date, indebted, or (b) to incur debts that would be beyond its ability  to  pay
as they mature.

      5.18. Environmental Matters.  The Company has been complying with, and is
in  compliance  with,  all  Environmental Laws in each jurisdiction where it is
presently doing business except  for  failures to comply which would not have a
Material Adverse Effect.  As of the Closing  Date, to the best knowledge of the
Company, none of the Mortgaged Properties is impacted  by  Hazardous Substances
in any respect that would require investigation, reporting, monitoring, cleanup
or other response under any Environmental Law.

      5.19. Brokers.   The Company represents that it has not  dealt  with  any
brokers or finders in connection  with  the  transactions  contemplated by this
Agreement.

      5.20. No Defaults.  At the time of the Closing, there  exists no Event of
Default or Potential Event of Default.

      5.21. Offer  of  Notes.   Neither  Company nor any Person acting  on  its
behalf has directly or indirectly offered  the Notes or any part thereof or any
similar securities for sale to, or solicited  any  offer to buy any of the same
from,  or  otherwise approached or negotiated in respect  thereof  with  anyone
other than Purchaser.   Neither the Company nor any Person acting on its behalf
has taken or will take any  action  that would subject the issuance and sale of
the Notes to the provisions of Section  5  of  the  Securities  Act,  or to the
provisions  of  any  state securities law requiring registration of securities,
notification  of  the  issuance   or   sale  thereof  or  confirmation  of  the
availability of any exemption from such registration.

                                  ARTICLE 6.
                    REPRESENTATIONS AND WARRANTIES RELATING
                           TO SECURITY FOR THE NOTES

      The Company represents and warrants to Purchaser as follows:

      6.1.  Easements and Utility Services.   The Company has all easements and
other rights, including those for use, maintenance,  repair  and replacement of
and access to structures, facilities or space for support, mechanical  systems,
roads,  utilities (including electricity, gas, water, sewer disposal, telephone
and CATV)  and  any  other  private  or  municipal  improvements,  services and
facilities   necessary   or   appropriate  to  the  proper  operation,  repair,
maintenance, occupancy or use of  the  Mortgaged  Properties as currently being
and proposed to be used.

      6.2.  Contracts.   There  are  no  service  (other   than   utility)   or
construction  contracts  currently  outstanding  relating  to  any  part of the
Mortgaged Properties providing for payment in excess of $500,000 per  year, per
contract  (but  not  in  excess  of  $5,000,000 in the aggregate), except those
contracts that have been delivered to  Purchaser.   As  of the Closing Date, no
labor or materials have been supplied to the Mortgaged Properties,  other  than
in the ordinary course of business, that have not been fully paid for.

      6.3.  Permits.  There are no permits, licenses, certificates or approvals
that  are  required  to occupy or operate (except as specified in Section 5.12)
any  part of the Mortgaged  Properties  as  presently  operated,  except  those
permits,  licenses,  certificates  and  approvals  that  have been delivered to
Purchaser.

      6.4.  Reports  of  Engineers.  The Company does not possess  and  is  not
aware of any reports of engineers,  architects or other Persons relating to any
part of the Mortgaged Properties, except those reports that have been delivered
to Purchaser.

      6.5.  Plans and Specifications.   The Company does not possess and is not
aware of any plans and specifications relating  to  any  part  of the Mortgaged
Properties, except those plans and specifications that have been  delivered  to
Purchaser.

      6.6.  Soil  Reports.  There  are no soil reports in the possession of the
Company or its Affiliates relating to  any  part  of  the  Mortgaged Properties
except as delivered to Purchaser.

      6.7.  Zoning.  The Mortgaged Properties that constitute real property are
zoned  in  the  manner  that  permits  the  use of the Mortgaged Properties  as
currently being and proposed to be used by the Company and its Subsidiaries.

      6.8.  Certificates of Occupancy.  A certificate  of  occupancy or similar
permit has been issued by the appropriate Governmental Authority  for  each  of
the  Mortgaged  Properties  that constitutes improvements to real property that
permits the occupancy of the  Mortgaged Properties as currently occupied by the
Company.

      6.9.  Compliance with Laws.   Each  Mortgaged  Property,  and the current
activities  at  each  Mortgaged Property, comply in all material respects  with
applicable  laws,  ordinances,   rules  and  regulations  of  any  Governmental
Authority and any applicable order, judgment or decree of any court, arbitrator
or Governmental Authority.

                                  ARTICLE 7.

                           INTEREST RATE PROVISIONS

      7.1.  Interest on Fixed Notes.

            (a)   Interest on the  outstanding  principal  balance  of the 2002
Notes  shall  accrue  at  the lesser of (i) 6.68% per annum or (ii) the Highest
Lawful Rate, and shall be due and payable in accordance with Section 8.1.

            (b)   In the event  the Company elects to issue an Additional Fixed
Note pursuant to Section 2.3, not  more than forty-five (45) nor less than five
(5) days prior to the issuance of such Additional Fixed Note, the Company shall
give written notice thereof to Purchaser,  at  which  point  the  parties shall
determine the interest rate applicable to such Additional Fixed Note  based  on
the  interest  rates  then  quoted  by  Purchaser  as  provided in Section 7.4.
Interest  on  the outstanding principal balance of such Additional  Fixed  Note
shall accrue at the lesser of (i) the rate as so determined or (ii) the Highest
Lawful Rate, and shall be due and payable in accordance with Section 8.1.

            (c)   Interest  on the unpaid principal of the Fixed Notes shall be
calculated on the basis of the  actual days elapsed in a year consisting of 360
days.

      7.2.  Interest on Floating Notes.

            (a)   Interest on the outstanding principal balance of the Floating
Notes shall accrue at an interest rate per annum during the applicable Interest
Period equal to the lesser of (i)  the LIBOR Rate plus the interest rate spread
as provided in Section 7.4 or (ii) the  Highest  Lawful  Rate.  Interest on the
Floating  Notes  accrued during a calendar month shall be due  and  payable  in
accordance with Section  8.1.  Interest on the unpaid principal of the Floating
Notes shall be calculated  on  the  basis  of the actual days elapsed in a year
consisting of 360 days.

            (b)   Not more than ten (10) days nor less than five (5) days prior
to Closing and during each Interest Rate Set  Window,  the Company shall notify
Purchaser  of  its  selection  of  the  duration  of the immediately  following
Interest Period with respect to the Floating Notes  then outstanding, which may
be three (3) months, six (6) months or one year (the "Interest Option Notice").
The duration of the Interest Period selected shall be the same for all Floating
Notes with the same date of issuance.  The Interest Option  Notice  must  be in
writing  and  must  be  sent  via  telecopy,  with the originally executed copy
delivered  to  Purchaser  immediately  thereafter.   The  LIBOR  Rate  for  the
following  Interest  Period  shall  be the applicable  rate  for  a  period  of
corresponding duration announced in The Wall Street Journal (Northeast Edition)
on the first Business Day following receipt of the Interest Option Notice.

            (c)   In connection with  determining the applicable LIBOR Rate for
the following Interest Period, Purchaser  shall  calculate  the  principal  and
interest  payments  due  on  the Floating Notes during such Interest Period, as
required under Section 8.1(b), and shall provide such amount to the Company.

      7.3.  Interest Rate Lock.  With respect to the Floating Notes, during any
Interest Rate Set Window, the  Company shall have the option to permanently set
the interest rate on the Floating  Notes.   The Company shall provide notice to
Purchaser of its desire to set the rate and Purchaser shall promptly thereafter
notify  the  Company  of the then prevailing fixed  interest  rates  (based  on
Purchaser's interest rate  spreads  and  the  average  remaining  life  of  the
Floating Notes) (the "Fixed Rate").  If the Company elects to have the Floating
Notes  accrue interest at the Fixed Rate, the Company shall so notify Purchaser
in the Interest  Option  Notice  (which  election  shall  be  irrevocable)  and
immediately  following  the  then  current  Interest Period, the Floating Notes
shall thereafter accrue interest at the Fixed  Rate,  and  the  Floating  Notes
shall  for all purposes be deemed Fixed Notes.  Any such election shall be with
respect  to any or all of the then outstanding Floating Notes and shall be made
in full and  not in part.  Purchaser shall recompute the principal and interest
payments required  under  Section  8.1(b)  based  on  the outstanding principal
balance  on  the  Floating  Notes  and  the Fixed Rate, and the  Company  shall
thereafter make principal and interest payments  on  such  Notes  equal to such
amount.

      7.4.  Setting of Interest Rates on Additional Notes.  During  the  period
of time not more than thirty (30) days nor less than five (5) days prior to the
proposed issuance by the Company of any Additional Note(s), Purchaser shall set
the interest rate on any Additional Fixed Note and the interest rate spread  on
any  Additional  Floating  Note proposed to be issued. Purchaser shall consider
its then-current interest rate spreads (based on average remaining life of such
Additional Notes), the then-current  financial  condition  of  the  Company and
then-current  market  conditions when establishing the rates and interest  rate
spreads.  The Company shall have no obligation to issue and sell any Additional
Notes if it is not satisfied with the rate or interest rate spreads established
by Purchaser. If the parties  agree upon new rates, they shall promptly execute
an amendment to this Agreement  and  the  Company  shall execute and deliver to
Purchasers new notes reflecting the new rates.

      7.5.  Past Due Payments.  All payments of principal  and,  to  the extent
permitted by law, the applicable Premium (if any) and interest on or in respect
of any Note or this Agreement that are not made when due shall bear interest at
the  Default Rate from the date due and payable to the date paid.  Any  payment
in respect of any other obligation or amount payable hereunder that is not paid
when due  shall  bear  interest at the Default Rate for the 2002 Notes from the
date due and payable to the date paid.

                                  ARTICLE 8.

                               PAYMENT OF NOTES

      8.1.  Required Payments of Notes.

            (a)   On each  Payment  Date  while the 2002 Notes are outstanding,
the Company shall make a payment on the 2002  Notes,  in  cash, in an aggregate
amount  equal  to  $537,085.21,  which payment shall consist of  principal  and
accrued interest.  Each payment shall  be  allocated  pro  rata  among the 2002
Notes then outstanding.

            (b)   Upon  the issuance of any Additional Floating Notes,  Company
shall pay equal monthly payments  of  principal, plus interest accrued thereon,
on each Payment Date based on a fifteen  (15)  year amortization.  With respect
to  the  issuance of each Additional Fixed Note, Purchaser  shall  compute  the
equal monthly  combined principal and interest payment for each such Fixed Note
based on a fifteen  (15) year amortization.  On each Payment Date following the
issuance of such Additional  Note,  the  Company  shall  make a payment on such
Additional  Note,  in  cash,  in an amount equal to the payment  calculated  by
Purchaser in accordance with this  Agreement  for  such  Additional Note, which
shall consist of principal and accrued interest.

            (c)   If  at  any  time the outstanding principal  balance  of  the
remaining Notes exceeds seventy-five  percent (75%) of the Appraised Value, the
Company shall immediately make a prepayment of principal of the Notes (together
with accrued interest thereon) in an amount such that following the prepayment,
the outstanding principal balance is less than or equal to seventy-five percent
(75%) of the Appraised Value.  The prepayment  shall  be applied pro rata among
all of the Notes at the time outstanding.

            (d)   No  partial prepayment of the Notes pursuant  to  Section 8.2
shall relieve the Company  from  its  obligation  to make the payments required
under  this  Section 8.1, except to the extent that the  outstanding  principal
balance of the Notes is less than the amount of the scheduled payment otherwise
due under this Section 8.1.

      8.2.  Optional Prepayments of Notes; Allocations.

            (a)   At  any  time  or  from  time  to time, the Company is hereby
granted the right, at its option, upon notice as provided  in  Section 8.3,  to
prepay  all  or  any  part  (in  a minimum amount of $1,000,000 and in integral
multiples of $100,000 or the entire  outstanding balance, if less) of the Fixed
Notes, which prepayment shall be applied  pro rata among all of the Fixed Notes
at  the  time outstanding and shall be applied  to  the  outstanding  principal
amount thereof in the inverse order of maturity.

            (b)   From  time  to  time from and after the date that is five (5)
years following the date of issuance  of  any  Floating Note, the Company shall
have  the  right,  at its option, upon notice as provided  in  Section 8.3,  to
prepay all or any part  (in  a  minimum  amount  of  $1,000,000 and in integral
multiples  of  $100,000 or the entire outstanding balance,  if  less)  of  such
Floating Notes,  which prepayment shall be applied to the outstanding principal
amount in the inverse  order  of maturity.  Notwithstanding the foregoing, from
time to time from and after the date of issuance of any Floating Note until the
date that is five (5) years following  the  date  of  issuance of such Floating
Note, the Company shall have the right, at its option,  upon notice as provided
in  Section  8.3, to prepay, without Premium, up to ten percent  (10%)  of  the
original principal  balance of such Floating Note during each of the first five
(5) years following the  date  of  issuance  of  such  Floating Note; provided,
however,  that the source of the funds used by the Company  to  make  any  such
prepayment  shall  be  Consolidated Free Cash Flow generated from the Company's
normal and usual business  operations or from contributions made to the capital
of the Company and shall exclude any funds generated by the Company through the
refinancing of any Debt or any  sale,  transfer,  lease or other disposition of
any assets.

            (c)   Each such prepayment shall include  the  principal  amount of
the  Notes  so  prepaid,  plus interest accrued thereon to the date of payment,
plus the Premium described in Section 8.2(d) (based on such principal amount so
prepaid).  In the case of each  partial  prepayment of the Notes, the principal
amount of the Notes to be prepaid shall be  allocated among all of the Notes at
the time outstanding (to the extent such Note may be prepaid) in proportion, as
nearly as practicable, to the respective unpaid  principal  amounts thereof not
theretofore  called  for prepayment, rounded upward to the nearest  $1,000  for
each Note, with adjustments  to  the  extent practicable, to compensate for any
prior prepayments not made exactly in such proportion.

            (d)   Any prepayment of the  Fixed  Notes  shall  be subject to and
include the Make-Whole Premium.  Any prepayment of the Floating  Notes shall be
subject  to  and include the LIBOR Premium.  Notwithstanding the foregoing,  no
Premium shall  be  due if (i) any of the Floating Notes are prepaid pursuant to
the provisions of the  last  sentence  of Section 8.2(b), (ii) any of the Notes
are prepaid pursuant to Section 8.1(c) or  (iii)  any  of the Notes are prepaid
with  insurance proceeds or proceeds of any condemnation  award  in  accordance
with the terms of the Security Documents.

      8.3.  Notice  of  Prepayments;  Officers'  Certificate.  The Company will
give each registered holder of any Note written notice  of  each  prepayment of
the  Notes under Section 8.2 not less than thirty (30) days and not  more  than
sixty (60) days prior to the date fixed for such prepayment, which notice shall
be irrevocable.  Each such notice and each such prepayment shall be accompanied
by an  Officers' Certificate (a) stating the principal amount and serial number
of each  Note to be prepaid and the principal amount thereof to be prepaid; (b)
stating the  proposed  date  of prepayment; (c) stating the accrued interest on
each such Note to such date to  be paid in accordance with Section 8.4; and (d)
estimating the applicable Premium  required under Section 8.2 (calculated as of
the date of such prepayment and proffered  solely as an estimate of the Premium
due  upon  prepayment)  and  setting  forth  the method  of  determination  and
calculations  used in computing such Premium, accompanied  by  a  copy  of  the
Statistical  Release H.15(519)  (or  other  source  of  market  data)  used  in
determining the United States Treasury Yield.

      8.4.  Maturity;  Surrender.  In the case of each prepayment of the Notes,
the principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed  for  such prepayment, together with interest on such
principal amount accrued to such  date  and  the Premium payable, if any.  From
and after such date, unless the Company shall fail to pay such principal amount
when so due and payable, together with the interest  and  Premium,  if  any, as
aforesaid,  interest on such principal amount shall cease to accrue.  Any  Note
paid or prepaid  in  full  shall be surrendered to the Company and canceled and
shall not be reissued, and no  Note  shall  be  issued  in  lieu of any prepaid
principal amount of any Note.

                                  ARTICLE 9.
                ACCOUNTING, REPORTING AND INSPECTION COVENANTS
                                OF THE COMPANY

      From the date hereof through the Closing and thereafter  so  long  as any
Note shall be outstanding, the Company will perform and comply with each of the
following covenants:

      9.1.  Accounting.   The  Company  will  maintain  a  system of accounting
established and administered in accordance with GAAP and will  accrue  all such
liabilities as shall be required by GAAP.

      9.2.  Financial  Statements  and  Other  Information.   The  Company will
deliver (in duplicate) to Purchaser (except as hereinafter provided) so long as
Purchaser  or  Purchaser's  nominee  shall  hold  any  Note,  and to each other
registered holder of a Note:

            (a)   within  ninety (90) days after the end of each  Fiscal  Year,
the balance sheet of the Company  as  of  the  end  of such Fiscal Year and the
related statements of income and retained earnings and  of  cash  flows  of the
Company  for  such  Fiscal Year, setting forth in each case in comparative form
the  figures  for the previous  Fiscal  Year,  all  in  reasonable  detail  and
(i) accompanied  by the report thereon of any independent public accountants of
recognized national  standing selected by the Company, which report shall state
that (x) such financial statements present fairly in all material respects, the
financial position of  the Company as of the dates indicated and the results of
its operations and cash flows for the periods indicated in conformity with GAAP
applied on a basis consistent  with  prior years (except as otherwise specified
in the report), and (y) the audit by such  accountants  in connection with such
financial  statements  has  been  made  in  accordance with generally  accepted
accounting principles, and (ii) certified by the Chief Financial Officer of the
Company as presenting fairly in all material respects, in accordance with GAAP,
applied (except as specifically set forth therein)  on  a basis consistent with
such prior fiscal periods, the information contained therein;

            (b)   within  forty-five (45) days after the end  of  each  of  the
first three fiscal quarters  of  each  Fiscal  Year,  the  balance sheet of the
Company  as  of  the end of such fiscal quarter and the related  statements  of
income and of cash  flows  of  the  Company for such fiscal quarter and for the
portion of the Fiscal Year from the first  day  of such Fiscal Year through the
end of such fiscal quarter, setting forth in each  case in comparative form the
figures  for  the corresponding periods in the previous  Fiscal  Year,  all  in
reasonable detail  and  certified by the Chief Financial Officer of the Company
as presenting fairly, in  accordance with GAAP, applied (except as specifically
set forth therein) on a basis  consistent  with  such prior fiscal periods, the
information contained therein;

            (c)   together with each delivery of financial  statements pursuant
to  subsections  (a)  or  (b) above, an officer's certificate in  the  form  of
Exhibit E (i) showing in detail  the  determination  of  the  ratios  and other
financial  calculations  specified  in  Sections 10.1  through  10.6 during the
accounting period covered by such financial statements, (ii) stating  that  the
signer  has  reviewed the terms hereof and of the Notes and has made, or caused
to be made under his supervision, a review of the transactions and condition of
the Company during  the  accounting period covered by such financial statements
and that such review has not  disclosed  the  existence during or at the end of
such accounting period, and that the signer does  not  have  knowledge  of  the
existence  as  of  the  date of such officer's certificate, of any condition or
event that constitutes an  Event  of Default or Potential Event of Default, or,
if any such condition or event existed  or  exists,  specifying  the nature and
period of existence thereof and what action the Company has taken  or is taking
or  proposes  to take with respect thereto; and (iii) if not specified  in  the
related financial  statements being delivered pursuant to subsection (a) above,
specifying the aggregate  amount of interest and rentals received or accrued by
the  Company,  and  the  aggregate   amount   of  depreciation,  depletion  and
amortization charged on the books of the Company  during  the accounting period
covered by such financial statements;

            (d)   promptly  upon  receipt  thereof,  copies  of   all   reports
submitted  to the Company by independent public accountants in connection  with
each annual  audit,  or special audit (if any) of the books of the Company made
by  such  accountants,  including,   without  limitation,  any  comment  letter
submitted to management by such accountants  in  connection  with  their annual
audit;

            (e)   promptly upon their becoming available, copies of  all  press
releases  and  other  statements made available generally by the Company to the
public concerning material developments in the business of the Company;

            (f)   within  five  (5)  days  of  any  Responsible  Officer of the
Company obtaining knowledge of any condition or event that constitutes an Event
of Default or Potential Event of Default, or that the registered holder  of any
Note  has  given any notice or taken any other action with respect to a claimed
Event of Default or Potential Event of Default under this Agreement or that any
Person has given  notice  to the Company or taken any other action with respect
to  a  claimed default or event  or  condition  of  the  type  referred  to  in
Article 14,  an  Officers'  Certificate  describing  the same and the period of
existence thereof and specifying what action the Company  has  taken, is taking
and proposes to take with respect thereto;

            (g)   promptly upon (and in any event within ten (10) Business Days
of)  any  Responsible  Officer  of  the  Company  obtaining  knowledge  of  the
occurrence   of  any  (i) "reportable  event,"  as  such  term  is  defined  in
Section 4043 of  ERISA,  or  (ii) "prohibited  transaction,"  as  such  term is
defined  in  Section 4975  of the Code, that is not exempt by law or ruling  in
connection  with  any  Plan relating  to  the  Company  or  any  trust  created
thereunder, a written notice  specifying  the  nature  thereof, what action the
Company has taken, is taking and proposes to take with respect thereto, and any
action taken or threatened by the Internal Revenue Service  or  the  PBGC  with
respect  thereto,  provided  that,  with  respect  to  the  occurrence  of  any
"reportable  event"  as  to  which  the  PBGC  has  waived the 30-day reporting
requirement, such written notice need not be given;

            (h)   immediately  upon  the occurrence of  any  of  the  following
events, an Officers' Certificate describing such event:  (i) the Certificate of
Incorporation or Bylaws of the Company  shall  have been amended or the Company
shall have changed its jurisdiction of organization;  or (ii) the Company shall
have changed its name or shall do business under any name  other  than  as  set
forth  on  Schedule  9.2; or (iii) the Company shall have changed its principal
place of business or its  chief  executive  offices;  or (iv) the Company shall
have  become  a  party  to  any suit, action or proceeding that,  if  adversely
determined, would have a Material  Adverse  Effect  or  in  which the projected
settlement  amount  involved  therein  could  reasonably be expected  to  equal
$5,000,000 or more (in addition to any insurance  coverage); or (v) the Company
shall have opened or closed any material place of business; or (vi) there shall
occur any strike, walkout, work stoppage or other material  employee disruption
relating  to any of the Mortgaged Properties, or the expiration  of  any  labor
contract affecting  any  of the Mortgaged Properties (unless there exists a new
labor contract in substitution  therefor)  that reasonably could be expected to
have  a  Material  Adverse Effect; or (vii) the  Company  shall  have  obtained
knowledge  that  any of  its  insurance  policies  or  any  insurance  policies
affecting any of the  Mortgaged  Properties  will  be  canceled  or not renewed
(unless there exists a similar insurance policy in substitution therefor);

            (i)   promptly (i) upon receipt thereof, copies of any  notices  to
the  Company  from  any  federal or state administrative agency relating to any
order, ruling, statute or  other  law or regulation that would, with reasonable
probability, have a Material Adverse Effect; and (ii) following filing with the
Commission, any reports or statements filed with the Commission;

            (j)   promptly upon receipt thereof, copies of any notice delivered
pursuant to Article 14; and

            (k)   with reasonable promptness,  such  other information and data
with respect to the Company as from time to time may be reasonably requested by
any registered holder of a Note, including, without limitation, any projections
or business plans prepared by or for the Company.

      9.3.  Inspection.  The Company will permit, subject  to rights of parties
in possession, any authorized representatives designated by  Purchaser, so long
as Purchaser or its nominee shall hold any Notes, or designated  by  any  other
registered  holder  of  any  Notes,  without  expense  to  the Company, at such
reasonable times and as often as may be reasonably requested,  to (a) visit and
inspect the Mortgaged Properties and other properties subject to the Collateral
Agreements, as well as the Company's books of account, and to make  copies  and
take extracts therefrom, and (b) upon the prior written consent of the Company,
which  consent  shall  not  be  unreasonably  withheld,  discuss  the Company's
affairs,  finances  and  accounts  with  the Company's directors, officers  and
independent public accountants (and by this  provision  the  Company authorizes
such  directors, officers and accountants to discuss with such  representatives
the affairs, finances and accounts of the Company, whether or not an officer or
other representative of the Company is present, provided that the Company shall
receive  notice  of  any  such meeting and be given a reasonable opportunity to
have a representative attend);  provided, however, that if any Event of Default
or Potential Event of Default then  exists,  no  such  written  consent  of the
Company shall be necessary.

      9.4.  Acquired Real Property.  The Company shall deliver to Purchaser  so
long  as such Purchaser or Purchaser's nominee shall hold any Note, and to each
other registered  holder  of  a  Note, upon request of a Purchaser or any other
registered holder of a Note, but in  any  event  not less than ninety (90) days
after the end of each Fiscal Year of the Company, a list and description of all
real  property  purchased  or  newly leased by the Company  during  the  period
specified in such request or the past Fiscal Year, as applicable, that is to be
used for any new processing plant,  hatchery  or feed mill in which an existing
processing plant, hatchery or feed mill on any Mortgaged Property is to be shut
down  or  operations are to be substantially decreased  ("Acquired  Property"),
and, unless  otherwise  specified in this Agreement or by the registered holder
or registered holders (other  than  the Company or any Affiliate) of the Notes,
the  Company  shall  execute and deliver  a  deed  of  trust  or  mortgage  and
assignment  of  leases  and   rents,   substantially   in  form  and  substance
satisfactory  to  Purchaser  (with  any  changes to such form  of  mortgage  as
appropriate in the applicable jurisdiction  and  as  requested  by Purchaser or
Purchaser's nominee or any registered holder of a Note other than  the  Company
or  any  of the Company's Affiliates), to Purchaser or a mortgage trustee,  for
the benefit of Purchaser so long as Purchaser or Purchaser's nominee shall hold
any Note,  and to each other registered holder of a Note or a mortgage trustee,
for the benefit  of  each such other holder, granting a first Lien of record on
and  a first security interest  in  the  Acquired  Property,  subject  only  to
existing Liens, the Permitted Exceptions, and any purchase money Liens incurred
by the Company in connection with the acquisition of any Acquired Property, and
the Acquired  Property  shall  thereafter  be part of the Mortgaged Properties.
The Company shall permit Purchaser so long as  Purchaser or Purchaser's nominee
shall hold any Note, and each other registered holder  of  a Note, the right to
inspect any Acquired Property and to conduct such other investigation  and  due
diligence  with  respect  to  any Acquired Property that such Purchaser or such
other  registered  holder deems necessary,  and  to  the  extent  the  proposed
acquisition is in excess  of  $3,000,000,  the Company shall pay all reasonable
costs of Purchaser or such other registered  holder  in inspecting any Acquired
Property and conducting such investigation, including,  without limitation, any
costs of an environmental consulting firm and attorneys' fees.

                                  ARTICLE 10.

                BUSINESS AND FINANCIAL COVENANTS OF THE COMPANY

      So long as any Note shall be outstanding, the Company  will  perform  and
comply,  and  will  cause each Subsidiary to perform and comply, as applicable,
with each of the following covenants:

      10.1. Consolidated  Net Worth.  The Company shall at all times maintain a
Consolidated Net Worth of not less than $250,000,000, as increased from time to
time by twenty-five percent (25%) of the Company's annual positive Consolidated
Net Income, if any.

      10.2. Consolidated Working  Capital.   The  Company  shall  at  all times
maintain Consolidated Working Capital of not less than $65,000,000.

      10.3. Current Ratio.  The Company shall at all times maintain a ratio  on
a  consolidated basis of Current Assets to Current Liabilities of not less that
1.25:1.

      10.4. Fixed Charge Coverage.  The Company shall at all times maintain for
the   period  of  eight  (8)  consecutive  fiscal  quarters  then  ended  on  a
consolidated basis a Fixed Charge Coverage Ratio of not less than 1.40:1.

      10.5. Funded  Debt  to  Capitalization.   The  Company shall at all times
maintain  a  ratio  (a)  of  Funded  Debt,  less  unrestricted  cash  and  Cash
Equivalents to (b) the aggregate of Funded Debt included  in  clause  (a), less
unrestricted cash and Cash Equivalents, plus Capitalization of no greater  than
0.675:1.

      10.6. Liens.   The  Company  will not, and will not permit any Subsidiary
to, directly or indirectly, create,  incur,  assume or permit to exist any Lien
on or with respect to any property or asset of  the Company or such Subsidiary,
whether  now owned or held or hereafter acquired,  or  any  income  or  profits
therefrom,  other  than  (a) the Liens and security interests created to secure
the Notes, (b) Liens that  constitute Permitted Exceptions, (c) any Lien on any
property acquired, constructed  or  improved  by  the Company after Closing and
created  contemporaneously  with  or  within  twelve  (12)   months   of   such
acquisition, construction or improvement to secure Debt incurred to provide for
all  or  a  portion  of  the  purchase  price  of  such  property  as acquired,
constructed or improved, (d) Liens on property of the Company in favor  of  the
United States of America or any political subdivision thereof to secure partial
payments   pursuant  to  any  contract,  (e)  pledges  or  deposits  to  secure
obligations  under  worker's  compensation laws or similar judgments thereunder
that are not currently dischargeable,  and pledges, deposits, performance bonds
or similar security interests in connection  with  bids, tenders, contracts and
leases to which the Company is a party (all of which are in the ordinary course
of business and which do not relate to indebtedness  of the Company), (f) Liens
for taxes, assessments or governmental charges not then  due  and delinquent or
the  validity  of  which is being contested in good faith and a bond  or  other
security satisfactory  to  Purchaser  has been posted by the Company, (g) Liens
arising in connection with court proceedings,  provided  the  execution of such
Liens is effectively stayed and such Liens are contested in good  faith  and  a
bond  or  other  security  satisfactory  to  Purchaser  has  been posted by the
Company,  (h)  Liens  arising  in  the  ordinary course of business  (including
easements and similar encumbrances) that  are  not  incurred in connection with
the  borrowing of money, provided that such Liens do not  materially  interfere
with the  conduct  of  the business of the Company, (i) inchoate Liens, (j) any
Lien resulting from renewing,  extending  or refunding outstanding Secured Debt
provided that the principal amount of the Debt secured thereby is not increased
and the Lien is not extended to any other property,  (k) Liens on assets (other
than  the  Collateral)  to  secure Debt provided that no Event  of  Default  or
Potential Event of Default exists  or  would  result  therefrom,  and (l) Liens
described on Schedule 10.6 hereto.

      10.7. Investments; Debt; Guarantees.

            (a)   The  Company  shall  not, and shall not permit any Subsidiary
to, directly or indirectly, make or own  any  Investment  other  than Permitted
Investments,  except that the Company or a Subsidiary may (i) purchase  or  own
assets or stock  and  other  securities  of  a  Subsidiary;  (ii) make loans to
officers, directors, stockholders, employees, contract growers  or Subsidiaries
to the extent that following such loan, no Event of Default or Potential  Event
of  Default  would  exist;  (iii) make investments, payments, loans and capital
contributions to entities other than Subsidiaries to the extent such Investment
is made from the net cash proceeds received by the Company from the issuance of
additional shares of capital  stock  or other securities subsequently converted
into capital stock; and (iv)  Investments  permitted  under Section 10.10;  and
(v) investments not covered by clauses (i) through (iv)  above;  provided  that
after  giving  effect  to such investment there would be no Event of Default or
Potential Event of Default.

            (b)   The Company  shall  not,  and shall not permit any Subsidiary
to, directly or indirectly, create, assume, incur,  or guarantee any Debt after
the  Closing  Date  except  (i)  to  the  extent that following  the  creation,
assumption,  incurrence or guarantee of such  Debt,  no  Event  of  Default  or
Potential Event  of  Default would exist and (ii) the Company may guarantee the
trade payables of Pilgrim's Pride-Mexico.

      10.8. Restricted  Payments.   The Company shall not, and shall not permit
any  Subsidiary  to,  directly or indirectly, redeem,  purchase,  or  otherwise
acquire for value any shares  of the Company's capital stock, except out of the
net cash proceeds received by the  Company  after  Closing from the issuance of
additional shares of capital stock or other securities  subsequently  converted
into capital stock.  Notwithstanding the foregoing restriction, the Company may
(a)  redeem,  purchase,  or  otherwise acquire for value up to an aggregate  of
$25,000,000 of shares of the Company's capital stock, or (b) declare or pay any
dividends or any other distributions (other than dividends payable in shares of
capital stock of the Company)  on  any  shares  of  the Company's capital stock
after  Closing in excess of $3,400,000 in the aggregate  in  any  Fiscal  Year,
provided  in  each  case that no Event of Default or Potential Event of Default
exists or would result therefrom.

      10.9. Leases.  The Company shall not, and shall not permit any Subsidiary
to,  incur  non-cancelable   non-Capitalized  Lease  Obligations  or  sale  and
leaseback  transactions if the  aggregate  annual  amount  of  all  minimum  or
guaranteed net rentals payable under such leases would exceed four percent (4%)
of Net Tangible  Assets  (as  determined immediately preceding the execution of
such lease).

      10.10.Consolidation, Merger  and  Sale  of Substantially All Assets.  The
Company  shall  not,  and  shall  not  permit any Subsidiary  to,  directly  or
indirectly, (a) sell, transfer, lease, abandon  or  otherwise dispose of all or
substantially all of its assets in a single or series  of related transactions;
or  (b)  consolidate with or merge into any other Person or  permit  any  other
Person to  consolidate  with  or merge into it.  Notwithstanding the foregoing,
the Company or any Subsidiary may  engage  in  any such consolidation or merger
if,  after  giving  effect  thereto, either clauses  (i),  (iii)  or  (iv)  are
satisfied or clauses (ii), (iii)  and  (iv)  are  satisfied:  (i) both the fair
market value of all consideration paid or payable to  the  Company  and/or  its
Subsidiaries  on  account of all such consolidations or mergers does not exceed
$50,000,000 in the  aggregate  in  any  Fiscal Year and the Company (or, if the
consolidation or merger is between a Subsidiary  and  any  corporation or other
entity which is not a Subsidiary, then the Subsidiary) is the surviving entity;
(ii) the consolidation or merger is between (A) the Company  and  a  Subsidiary
and the Company is the surviving entity, (B) an Eligible Subsidiary and another
Subsidiary  and  the  Eligible  Subsidiary  is  the  surviving entity or (C)  a
Subsidiary not organized under the laws of a state of  the  United  States  and
another  Subsidiary  not  organized  under  the  laws  of a state of the United
States;  (iii)  no Event of Default or Potential Event of  Default  shall  have
occurred and be continuing;  and  (iv) after giving effect to the consolidation
or merger on a proforma basis there  would  be no Event of Default or Potential
Event of Default.

      10.11.Formation of Subsidiaries.  Without  the prior notice to Purchaser,
the Company shall not, and shall not permit any of  its  existing  Subsidiaries
to,  directly  or  indirectly,  form  or  acquire  any new Subsidiaries and  in
connection  therewith or thereafter transfer, assign  or  convey  any  material
assets of the Company to such new Subsidiary.

      10.12.Interested  Party  Transactions.  The Company shall not, nor permit
any Subsidiary to, conduct any transactions  with  any  Affiliate on terms that
are not fair and reasonable and not materially less favorable to the Company or
such  Subsidiary than it would obtain in a comparable arm's-length  transaction
with a  Person not an Affiliate other than ongoing transactions with Affiliates
of a similar  nature  to  those  disclosed  in  the  Company's  Proxy Statement
relating to the Fiscal Year-end September 30, 2001.

      10.13.Existence.   The  Company  will do, or will cause to be  done,  all
things necessary to, and cause the Company  and  each  Subsidiary to, preserve,
keep  and  maintain  in full force and effect its corporate  existence,  rights
(charter and statutory),  franchises  and  authority  to  do  business  and the
corporate  existence,  rights (charter and statutory), franchises and authority
to do business of the Company  and  each  of  the Subsidiaries, except for such
matters that would not result in a Material Adverse Effect.

      10.14.Payment of Taxes and Claims; Tax Consolidation.   The Company will,
and cause the Subsidiaries to, pay and cause to be paid all taxes,  assessments
and  other  governmental  charges  imposed upon it or any of its properties  or
assets or in respect of any of the franchises,  business,  income or profits of
the  Company  before any penalty or interest accrues thereon,  and  all  claims
(including, without  limitation,  claims  for  labor,  services,  materials and
supplies)  for  sums that have become due and payable and that by law  have  or
might become a Lien  upon  any  of  the  properties  or  assets of the Company,
provided that (a) no such charge or claim need be paid if  being  contested  in
good  faith  by  appropriate  proceedings  promptly  initiated  and  diligently
conducted,  such  bonds  or  escrows are in place as registered holders of  the
Notes at the time shall request,  or  if  such  reserves  or  other appropriate
provision, if any, as shall be required by GAAP shall have been  made  therefor
or (b) in the case of all properties (other than the Mortgaged Properties), the
Company  shall  not  be  deemed  to  have breached this Section 10.14 where the
failure to pay such taxes, assessments, or other governmental charges could not
reasonably be expected to result in a  Material  Adverse  Effect.   The Company
will  not file or permit the filing of any consolidated income tax return  with
any Person (other than a Subsidiary).

      10.15.Compliance  with  Laws.   The  Company  will,  and  will  cause its
Subsidiaries  to,  comply  with  all  laws,  statutes,  rules,  regulations and
ordinances of any Governmental Authority, the failure to comply with would have
a Material Adverse Effect.

      10.16.Compliance with ERISA.  The Company will not, and will  not  permit
any  employee  benefit  plan  (as  that  term is defined in Section 3 of ERISA)
maintained by the Company, any Subsidiary  or  any Related Person to (a) engage
in any "prohibited transaction" as such term is  defined in Section 4975 of the
Code, as amended from time to time, which is likely  to  result  in a liability
for such Person; (b) incur any "accumulated funding deficiency", as  such  term
is  defined  in  Section 302 of ERISA, whether or not waived which is likely to
result in a liability of such Person; or (c) terminate any such benefit plan in
a manner which could  result  in the imposition of a lien or encumbrance on the
assets of such Person pursuant to Section 4068 of ERISA.

      10.17.Maintenance of Properties; Insurance.  The Company will maintain or
cause to be maintained in good  repair, working order and condition (reasonable
wear and tear excepted) all properties  used  or useful in, and deemed material
to, the business of the Company or any Subsidiary  and  from  time to time will
make  or  cause  to be made all appropriate repairs, renewals and  replacements
thereof as the Company in its judgment deems reasonably necessary.  The Company
will maintain or cause  to  be maintained, with financially sound and reputable
insurers, insurance with respect  to the properties and business of the Company
and its Subsidiaries, against loss  or  damage of the kinds customarily insured
against by companies of established reputation  engaged  in the same or similar
business  and  similarly  situated, of such types and in such  amounts  as  are
customarily carried under similar  circumstances  by  such other companies.  In
any  event,  the  Company  shall,  at a minimum, comply with  all  maintenance,
insurance and similar requirements under the Security Documents.

      10.18.Title.  As of the Closing Date, except Liens and other matters that
may constitute Permitted Exceptions, the Company has good (and, with respect to
non-leasehold real property, indefeasible)  title  to all of its properties and
assets that are material to its business as presently conducted and as proposed
to be conducted and none of such properties or assets  will  be  subject to any
Liens,  other  than Permitted Exceptions.  As of the Closing Date, the  Company
has good (and, with  respect  to non-leasehold real property, indefeasible) fee
simple  title  to  the  Mortgaged Properties  subject  only  to  the  Permitted
Exceptions.

      10.19.Conduct of Business.  The Company will not, and will not permit any
Subsidiary to, directly or  indirectly  engage  in any material respects in any
business other than businesses engaged in by the  Company  on  the date hereof,
other  operations or activities in the poultry industry and in the  processing,
packaging, distribution and wholesales of poultry products and other businesses
or activities substantially similar or related thereto.

      10.20.Sale  of Assets.  Except as permitted in Section 10.10, the Company
shall not, and shall  not permit any Subsidiary to, voluntarily or by operation
of law, sell, lease, transfer,  or otherwise dispose of Collateral in excess of
five percent (5%) in any instance  or  twenty percent (20%) in the aggregate of
the lower of the book value or fair market value of the Company's total assets.
Within  twelve  (12)  months  after  the  occurrence   of  any  such  permitted
disposition, the Company shall reinvest the entire proceeds resulting therefrom
in  assets  or  property  which are the same or substantially  similar  to  the
transferred assets, which assets  or  property shall be subject to a first Lien
of record and a first security interest  in  favor  of  Purchaser,  Purchaser's
nominee  and  any  registered  holder of a Note. The provisions of this Section
10.20 shall not restrict or impair  the  provisions  of Section 10.21 regarding
substitution of Collateral.

      10.21.Substitution of Collateral.  The Company shall  not,  and shall not
permit  any  Subsidiary  to, directly or indirectly, substitute or replace  any
machinery or equipment constituting  Collateral if (a) the fair market value of
such substitute or replacement machinery  or  equipment is materially less than
the fair market value of the substituted or replaced  machinery  or  equipment,
(b)  Purchaser's  first  Lien  of  record  or  first  security  interest in the
Collateral  would  be  materially  adversely  effected or impaired or  (c)  the
Company would not be able to provide Purchaser  a  first  Lien  of record and a
first security interest therein.  All substitute and replacement  machinery and
equipment  shall  be  at  least  equal  in  quality  and  class to the original
machinery and equipment.

      10.22.Permits  and  Licenses.   Except  where  the  failure   would   not
reasonably  be  expected  to  result  in a Material Adverse Effect, the Company
will, and will cause its Subsidiaries to,  promptly obtain, maintain, apply for
renewal, and not allow to lapse, any authorization,  consent, approval, permit,
license  or  order,  and  accomplish  any  filing  or  registration  with,  any
Governmental Authority which may be or may become necessary  for  the operation
of its business or in order that it perform all of its obligations  under  this
Agreement  or the Collateral Agreements and in order that the same may be valid
and binding  and  effective  in  accordance  with their terms and in order that
Purchaser may be able freely to exercise and enforce  any and all of its rights
under this Agreement or the Collateral Agreements.

      10.23.Further Assurances.  The Company shall take,  and  shall cause each
Subsidiary to take, all such further actions and execute all further  documents
and  instruments as Purchaser may at any time reasonably determine in its  sole
discretion to be necessary or desirable to further carry out and consummate the
transactions  contemplated  by this Agreement and the Collateral Agreements, to
cause  the execution, delivery  and  performance  of  this  Agreement  and  the
Collateral Agreements to be duly authorized and to perfect or protect the Liens
(and the priority status thereof) on the Collateral.

                                  ARTICLE 11.

                             ENVIRONMENTAL MATTERS

      11.1. Definitions.  As used in this Article 11, the following terms shall
be defined as indicated:

            (a)   "Acquisition  Date,"  with  respect  to  any  portion  of the
Mortgaged  Properties,  means  the  date  on  which Purchaser or the registered
holder  of  any  Note  becomes  an  owner  of  such portion  of  the  Mortgaged
Properties.

            (b)   "Adverse  Environmental Impact"  means  (i) a  Release  of  a
Hazardous  Substance in a Reportable  Quantity  or  (ii) any  material  adverse
impact on human health, livestock or the quality of any Mortgaged Property.

            (c)   "Environmental  Activity"  shall  mean  any storage, holding,
manufacture, emission, discharge, generation, processing, treatment, abatement,
removal, disposition, handling, transportation or disposal,  or  any  actual or
threatened  release  of any "Hazardous Substances" from, under, into or on  the
Mortgaged  Properties  or  otherwise  relating  to  the  Mortgaged  Properties,
including but not limited  to  (i) the  migration  or  emanation  of "Hazardous
Substances"  from the Mortgaged Properties onto or into the environment  beyond
the physical boundaries of the Mortgaged Properties; (ii) the off-site disposal
of Hazardous Substances  from  the  Mortgaged  Properties; and (iii) any of the
previously  described  activities  occurring in connection  with  ambient  air,
surface and subsurface soil conditions, and all surface and subsurface waters.

            (d)   "Environmental Condition"  shall  mean  (i) the  presence  or
existence  in,  on,  at,  or  under  the  Mortgaged Properties of any Hazardous
Substances, "industrial or solid waste," as  that  term  is  defined  under the
Environmental Laws, and (ii) the presence or existence in, on, at, or under the
environment beyond the physical boundaries of the Mortgaged Properties  of  any
Hazardous Substances, that migrated or emanated from the Mortgaged Properties.

            (e)   "Environmental Damages" means all claims, judgments, damages,
losses,   penalties,   fines,   liabilities   (including   strict   liability),
encumbrances,  liens,  costs and expenses of investigation and defense  of  any
claim, whether or not such  is  ultimately  defeated,  and of any settlement of
judgment,  of  whatever  kind  or nature, contingent or otherwise,  matured  or
unmatured,  foreseeable  or  unforeseeable,   including,   without  limitation,
reasonable  attorneys'  fees and disbursements and consultants'  fees,  any  of
which are incurred at any  time,  and including, but not limited to (i) damages
for personal injury, or injury to property  or natural resources occurring upon
or off of the Mortgaged Properties, foreseeable  or  unforeseeable,  including,
without   limitation,   lost   profits,  consequential  damages,  the  cost  of
demolition, redesign and rebuilding  of  any improvements on real property, and
interest and penalties as allowed by law;  (ii) diminution  in the value of the
Mortgaged Properties, and damages for the loss of or restriction  on the use of
or  adverse  impact  on  the  marketing  of rentable or usable space or of  any
amenity of the Mortgaged Properties; (iii) reasonable  fees  incurred  for  the
services  of  consultants,  contractors,  experts,  laboratories  and all other
reasonable  costs  incurred  in connection with the investigation, remediation,
removal, or disposal of Hazardous  Substances or violation of the Environmental
Laws, including, but not limited to, the preparation of any feasibility studies
or reports or the performance of any  response,  cleanup, remediation, removal,
abatement,  containment,  closure, restoration, disposal,  or  monitoring  work
required by and in conformity  with  any  federal,  state or local governmental
agency or political subdivision, or reasonably necessary  to make full economic
use of the Mortgaged Properties or any other property or otherwise  expended in
connection  with  such  conditions,  and  including,  without  limitation,  any
reasonable  attorneys' fees, costs and expenses incurred in connection with any
of the foregoing  or  in  enforcing  this  Agreement or collecting any sums due
hereunder; and (iv) liability to any person  or entity to indemnify such person
or entity for costs expended in connection with  the  items  referenced in this
subsection (d).

            (f)   "Environmental Laws" means all federal, state  or local laws,
rules  or  regulations  pertaining  to  the protection of human health  or  the
environment,  including, without limitation,  the  Comprehensive  Environmental
Response, Compensation  and  Liability Act (42 U.S.C. {section} 9601, et seq.),
the Resource Conservation and Recovery Act (42 U.S.C. {section} 6901, et seq.),
the Federal Clean Air Act (42  U.S.C. {section} 7401, et seq.), and the Federal
Clean Water Act (42 U.S.C. {section} 1251,  et seq.), each as amended from time
to time, and regulations and rules issued thereunder.

            (g)   "Hazardous Substances" means  (i) any  "hazardous substance,"
as  such  term  is defined in either the Comprehensive Environmental  Response,
Compensation and  Liability  Act of 1980 (42 U.S.C. {section} 9601 et seq.) and
the  regulations  promulgated  thereunder   (as  amended,  "CERCLA");  (ii) any
"hazardous waste," as such term is defined in  the  Resource  Conservation  and
Recovery  Act  of  1976  (42 U.S.C. {section} 6901 et seq.) and the regulations
promulgated thereunder (as  amended, "RCRA"); (iii) any substances or materials
listed as hazardous or toxic  in the United States Department of Transportation
Table, as amended from time to  time; (iv) asbestos in any form or any asbestos
containing  materials;  (v) polychlorinated   biphenyls   ("PCB's");   (vi) any
explosive or radioactive materials; (vii) hydrocarbons, petroleum products,  or
any  derivative  thereof;  or  (viii) any other chemical, material or substance
that is regulated as hazardous or  toxic  or  exposure  to which is prohibited,
limited or regulated by any federal, state, county, regional,  local  or  other
Governmental  Authority  or  that,  even  if not so regulated, poses a material
threat to the health and safety of the occupants  or livestock of the Mortgaged
Properties or the owners or occupants of property adjacent thereto.

            (h)   "Release"  means  any  spilling, leaking,  pumping,  pouring,
emitting,  emptying, discharging, injecting,  escaping,  leaching,  dumping  or
disposing into  the environment (including, without limitation, the abandonment
or discarding of  barrels,  containers  or  other  receptacles  containing  any
Hazardous Substance).

            (i)   "Reportable  Quantity"  means  that quantity of a material as
set  forth  in  40  C.F.R.  Part  302 or the quantity of  a  material  that  is
sufficient  to  trigger  a  remediation,   response,  closure  or  notification
obligation under applicable Environmental Laws.

      11.2. Indemnification.

            (a)   Subject to subsections (b) and (c) below, notwithstanding any
provision in this Agreement or any Collateral  Agreement  limiting  or negating
the  Company's  liability,  the Company shall protect, indemnify, save harmless
and  defend  Purchaser  and each  present  and  former  registered  holder  (or
beneficial holder through  participation  or  otherwise)  of  a  Note and their
respective   past,   present  and  future  officers,  directors,  shareholders,
partners,  managers,  members,  employees,  agents,  contractors,  tenants  and
representatives (individually,  an  "Indemnified  Party," and collectively, the
"Indemnified  Parties")  from  and  against any and all  Environmental  Damages
imposed upon, suffered or incurred by or asserted against any Indemnified Party
or  the Mortgaged Properties arising in  any  manner  in  connection  with  the
existence  of  an  Environmental  Condition  at the Mortgaged Properties or the
occurrence of any Environmental Activity at the  Mortgaged  Properties, whether
arising, occurring, or in existence during or prior to the Company's  ownership
or  operation  of  the Mortgaged Properties, whether arising, occurring, or  in
existence prior to the issuance of the Notes or at any time thereafter, whether
arising, occurring,  or in existence before, during or after enforcement of the
rights and remedies of  Purchaser or any other registered holder of a Note upon
default and whether or not  the  Company  is  responsible  therefor, including,
without   limitation,   the   violation   of   Environmental   Laws,   or   any
representations,  warranties  or covenants contained herein, any imposition  by
any Governmental Authority of any  lien or so-called "super priority lien" upon
the  Mortgaged Properties, cleanup costs,  liability  for  personal  injury  or
property  damage  or  damage  to  the  environment and any fines, penalties and
punitive damages with respect thereto.   An  Indemnified  Party  may  elect  to
conduct  its  own  defense  through  counsel of its own choice, and the Company
agrees to pay the reasonable fees and  expenses  of such counsel for conducting
such defense but only if an Indemnified Party determines in good faith that the
conduct of its defense by the Company could be materially  prejudicial  to  the
Indemnified  Party's interests.  THESE PROVISIONS ARE INTENDED TO INDEMNIFY THE
INDEMNIFIED PARTIES  AGAINST  (i) THE  RESULTS  OF  THEIR  OWN  NEGLIGENCE  AND
(ii) ANY STRICT LIABILITY IMPOSED ON THE INDEMNIFIED PARTIES.

            (b)   Notwithstanding  the  foregoing,  the  Company's  obligations
hereunder  shall  not  apply  with  respect  to  an Environmental Condition  or
Environmental Activity arising for the first time  after  the  Acquisition Date
unless such Environmental Condition or Environmental Activity is  caused by the
Company  or  its  contractors,  agents or representatives after the Acquisition
Date  or arose out of an Environmental  Condition  or  Environmental  Activity,
whether  caused  by  the  Company  or  not,  occurring or existing prior to the
Acquisition Date.  For purposes of this Agreement,  the  Company shall bear the
burden  of  proving  when an Environmental Condition or Environmental  Activity
occurred or existed.  In addition, any Hazardous Substances located upon, about
or beneath the Mortgaged Properties or having migrated to or from the Mortgaged
Properties shall be presumed to have been present prior to the Acquisition Date
unless  the  Company can  demonstrate  (i) that  a  portion  of  the  Hazardous
Substances were  introduced  to  the Mortgaged Properties after the Acquisition
Date and were not introduced by the Company, and (ii) the Environmental Damages
are divisible between the portion of the Hazardous Substances introduced before
and  after  the  Acquisition  Date.   If   the  Company  can  demonstrate  both
conditions, then its indemnity shall not extend to the portion of any divisible
Environmental Damages attributable to Hazardous  Substances  introduced  to the
Mortgaged  Properties  after  the  Acquisition  Date  by parties other than the
Company.

            (c)   In no event shall the provisions of this  Agreement be deemed
to constitute a waiver of, or to be in lieu of, any right or  claim, including,
without limitation, any right of contribution or other right of  recovery  that
any  person entitled to enforce this Agreement might otherwise have against the
Company under the Environmental Laws.

      11.3. Agreement  to  Remediate.   Notwithstanding  the  obligation of the
Company  to  indemnify the Indemnified Parties pursuant to this Agreement,  the
Company shall  upon demand of the registered holders (other than the Company or
any Affiliate) of, in the aggregate, sixty-six and two-thirds percent (66-2/3%)
or more in principal amount of the Notes at the time outstanding (excluding any
Notes directly or indirectly owned by the Company or any Affiliate), and at the
sole cost and expense  of  the Company, promptly take all actions in connection
with an Environmental Condition  or  Environmental  Activity causing an Adverse
Environmental  Impact  that are required by any Governmental  Authority  or  by
Environmental Laws.  Such  actions  shall  include,  but not be limited to, the
investigation of the Environmental Condition of the Mortgaged  Properties,  the
preparation  of  any  feasibility  studies,  reports or remedial plans, and the
performance of any cleanup, remediation, containment,  operation,  maintenance,
monitoring  or restoration work, whether on or off of the Mortgaged Properties.
All such work  shall  be  performed  by  one  or more qualified and experienced
contractors, selected by the Company.  The Company  shall  proceed continuously
and diligently with such investigatory and remedial actions,  provided  that in
all  cases such actions shall be in accordance with all applicable requirements
of the  appropriate governmental agencies.  Any such actions shall be performed
in a good,  safe  and  workmanlike  manner and shall minimize any impact on the
business conducted at the Mortgaged Properties.   The  Company  shall  pay  all
costs in connection with such investigatory and remedial activities, including,
but  not limited to, all power and utility costs, and any and all taxes or fees
that may  be applicable to such activities.  The Company shall promptly provide
to Purchaser  and  the  registered holder of any Note copies of testing results
and  reports  that are generated  in  connection  with  the  above  activities.
Promptly upon completion  of  such  investigation  and remediation, the Company
shall permanently seal or cap all monitoring wells and test holes to industrial
standards  as  required  by  the  Environmental  Laws,  remove  all  associated
equipment, and restore the Mortgaged Properties to the maximum extent possible,
which  shall  include, without limitation, the repair of any  material  surface
damage, including  paving, and the repair, restoration or reconstruction of any
damaged improvements caused by such investigation or remediation.

      11.4. Covenants.   The Company shall during its ownership or operation of
the  Mortgaged  Properties  (i)  comply  in  all  material  respects  with  all
Environmental Laws relating to  the  Mortgaged  Properties and the ownership or
operation of the Mortgaged Properties, and not engage  in  or  permit others to
engage  in  any Environmental Activity in violation of the Environmental  Laws;
(ii) establish  and  maintain, as required by the Environmental Laws, policies,
procedures and programs  to  monitor  and  assure  compliance  in  all material
respects  with  the Environmental Laws relating to the Mortgaged Properties  or
the  ownership  or  operation  of  the  Mortgaged  Properties  and  provide  an
Indemnified  Party   upon   request   with   evidence   of  the  existence  and
implementation of these policies, procedures, and programs;  (iii)  deliver  to
Purchaser  and  the  registered  holder  of  any  Note within fifteen (15) days
following the occurrence of any such event, written  notice of the discovery by
the  Company  of  any  event,  the  occurrence  of  which  would   render   any
representation  or  warranty contained in Section 5.19 incorrect if made at the
time of such discovery;  (iv)  promptly  comply  in  all material respects with
Environmental Laws requiring the remediation, abatement,  removal, treatment or
disposal  of  Hazardous Substance with respect to the Mortgaged  Properties  or
remediation of an Environmental Condition; (v) cause any party who occupies the
Mortgaged Properties  to  comply  with this Section 11.4; and (vi) not cause or
suffer any liens to be recorded against or imposed against any of the Mortgaged
Properties as a result of an Environmental  Condition or Environmental Activity
and  which liens violate the terms of Section 10.6.   The  Company  shall  work
diligently  to  complete  all  investigations of Environmental Issues needed to
make such a determination, shall  correct  any  violation of Environmental Laws
identified, and shall remediate any Adverse Environmental  Impact in the manner
described  in  Section 11.3.   The Company acknowledges and agrees  that  these
Environmental Issues and any Environmental  Damages  related to them are within
the scope of the indemnification obligation of Section 11.2.

      11.5. Site Assessments.  The registered holders  (other  than the Company
or any Affiliate) of, in the aggregate, a majority of the principal  amount  of
the  Notes  at the time outstanding (excluding any Notes directly or indirectly
owned by the  Company or any Affiliate) (by its officers, employees and agents,
as applicable)  at any time and from time to time, either prior to or after the
occurrence of an  Event  of  Default,  may contract for the services of persons
(the  "Site  Reviewers")  to  perform  environmental  site  assessments  ("Site
Assessments")  on  the Mortgaged Properties  for  the  purpose  of  determining
whether there exists on the Mortgaged Properties any Environmental Condition or
Environmental Activity,  or  other  ownership  or  operation  of  the Mortgaged
Properties  that  is in violation of Environmental Laws or could reasonably  be
expected to result  in  Environmental  Damages.   The  Site  Assessments may be
performed  at  any time or times, upon reasonable notice, and under  reasonable
conditions established  by  the  Company  that  do  not unreasonably impede the
performance  of  the Site Assessments.  The Company hereby  grants,  and  shall
cause any tenant to  grant,  to  an  Indemnified  Party, its agents, attorneys,
employees, consultants, and contractors and the Site  Reviewers, an irrevocable
license  and authorization to enter upon and inspect the  Mortgaged  Properties
and perform such tests, including, without limitation, subsurface testing, soil
and ground  water  testing,  and  other  tests  that  may physically invade the
Mortgaged Properties, as the registered holders (other  than the Company or any
Affiliate)  of,  in the aggregate, a majority of the principal  amount  of  the
Notes at the time outstanding (excluding any Notes directly or indirectly owned
by the Company or  any  Affiliate),  in  their  sole  discretion,  determine is
necessary to protect their liens, assignments, and/or security interests in the
Mortgaged  Properties.   The  Company  will  supply to the Site Reviewers  such
historical and operational information regarding  the  Mortgaged  Properties as
may  be  reasonably  requested  by  the  Site Reviewers to facilitate the  Site
Assessments  and will make reasonably available  for  meetings  with  the  Site
Reviewers appropriate  personnel having knowledge of such matters.  On request,
Purchaser (if it shall remain the holder of any Notes) or any registered holder
of any Note shall make the  results of such Site Assessments fully available to
the Company within a reasonable  period  of  time  after  such request, and the
Company  (prior to an Event of Default) may at its election  participate  under
reasonable  procedures  in  the  direction  of  such  Site  Assessments and the
description of tasks of the Site Reviewers.  The cost of performing  such  Site
Assessments  shall be paid by the Company upon demand of the registered holders
(other than the  Company  or any Affiliate) of, in the aggregate, a majority of
the principal amount of the  Notes at the time outstanding (excluding any Notes
directly or indirectly owned by the Company or any Affiliate).

      11.6. Default; Remedies;  Subrogation.   If  the Company fails to proceed
with  any removal or remediation of Hazardous Substances  causing  any  Adverse
Environmental   Impact  required  by  Environmental  Laws  or  to  comply  with
Environmental Laws  or  otherwise  fails  to perform its obligations under this
Article 11, at the option of the registered  holders (other than the Company or
any Affiliate) of, in the aggregate, a majority  of the principal amount of the
Notes at the time outstanding (excluding any Notes directly or indirectly owned
by the Company or any Affiliate), such registered holders may, but shall not be
obligated   to,  do  whatever  is  reasonable  and  in  conformity   with   the
Environmental  Laws  at  the  Company's  sole  cost  and  expense  to remove or
remediate such Hazardous Substances causing an Adverse Environmental  Impact or
otherwise  comply  with  Environmental  Laws,  and  the  indemnity  provided in
Section 11.2  hereof  shall  cover all such reasonable and necessary costs  and
expenses and shall be payable  by  the  Company  on demand.  Without in any way
limiting  or affecting the Company's liability hereunder,  Purchaser  and  each
registered  holder  of a Note shall be subrogated to any rights the Company may
have under any indemnifications  from  or  agreements  entered  into  with  any
present,  future  or  former  owners,  tenants, occupants or other users of the
Mortgaged Properties.

      11.7. Survival.  The obligations of  the  Company  under  this Article 11
shall survive any payment of the Notes, any discharge, satisfaction, release or
assignment of any Security Document, the discharge of the Company's obligations
under  the  Collateral Agreements, any transfer of the Mortgaged Properties  or
any part thereof,  any  exercise  of  remedies  by  Purchaser or the registered
holder  of  any  Notes,  including, without limitation, the  appointment  of  a
receiver, any foreclosure  of  the  Security  Documents  or any transfer of the
Mortgaged Properties (or any part thereof) by deed in lieu  of foreclosure, any
investigation  or  any  information  that may be obtained by Purchaser  or  the
registered holder of any Notes before  or  after  the Acquisition Date, and any
other event or circumstance whatsoever.

      11.8. Conflicts.  In the event of any conflict  between the terms of this
Article 11  and  those  contained  in  the  Mortgages, the terms  hereof  shall
control.

                                  ARTICLE 12.

               REGISTRATION, TRANSFER, AND SUBSTITUTION OF NOTES

      12.1. Note Register; Ownership of Notes.   The  Company  will keep at its
principal  office  a  register  in  which  the  Company  will  provide for  the
registration of the Notes and the registration of transfers of the  Notes.  The
Company  may  treat  the  Person  in whose name any Note is registered on  such
register as the owner thereof for the  purpose  of  receiving  payment  of  the
principal  of and the applicable Premium, if any, and interest on such Note and
for all other  purposes,  whether  or  not  such Note shall be overdue, and the
Company shall not be affected by any notice to the contrary.

      12.2. Transfer and Exchange of Notes.   Upon  surrender  of  any Note for
registration  of  transfer  or  for  exchange  to  the Company at its principal
office, at the expense of the transferring parties,  the  Company  will execute
and the Company will authenticate and deliver in exchange therefor a  new  Note
or Notes in denominations, as requested by the registered holder or transferee,
which  aggregate  the  unpaid  principal amount of such surrendered Note.  Each
such new Note shall be registered in the name of such Person as such registered
holder or transferee may request,  shall be dated so that there will be no loss
of interest on such surrendered Note and shall be otherwise of like tenor.

      12.3. Replacement  of  Notes.   Upon   receipt   of  evidence  reasonably
satisfactory to the Company of the loss, theft, destruction  or  mutilation  of
any Note and, in the case of any such loss, theft or destruction, upon delivery
of  an  indemnity  agreement  reasonably  satisfactory  to the Company from the
registered   holder   of   such  Note  and  financial  information   reasonably
satisfactory to the Company  verifying  such  registered  holder's  ability  to
provide  such  indemnification, or in the case of any such mutilation, upon the
surrender of such Note for cancellation to the Company at its principal office,
at the expense of  the  party requesting replacement, the Company will execute,
authenticate and deliver,  in  lieu thereof, a new Note of like tenor, dated so
that there will be no loss of interest  on  such  lost,  stolen,  destroyed  or
mutilated  Note.  Any Note in lieu of which any such new Note has been executed
and delivered  by the Company shall not be deemed to be an outstanding Note for
any purpose hereof.

                                  ARTICLE 13.

                               PAYMENTS ON NOTES

      So long as Purchaser or its nominee shall hold any Note, the Company will
pay all sums becoming  due  on such Note for principal, the applicable Premium,
if any, and interest in immediately  available  funds  by the method and at the
address specified for such purpose in the Schedule of Information  for  Payment
and  Notices  at  the  end hereof (the "Schedule of Information for Payment and
Notices"), or by such other  method or at such other address as Purchaser shall
have specified from time to time  to  the  Company in writing for such purpose,
without  the  presentation or surrender of such  Note  or  the  making  of  any
notation thereon,  except  that  any  Note  paid  or  prepaid  in full shall be
surrendered to the Company for cancellation at its principal office.   Prior to
any  sale  or  other  disposition of any Note held by Purchaser or its nominee,
Purchaser will, at its  election,  either  (a)  endorse  thereon  the amount of
principal  paid  thereon  and  the  last  date to which interest has been  paid
thereon, or (b) surrender such Note to the  Company  in exchange for a new Note
or  Notes pursuant to Section 12.2.  The Company will afford  the  benefits  of
this  Article 13  to  any  registered  holder  of a Note that has made the same
agreement relating to such Note as Purchaser has made in this Article 13.

                                  ARTICLE 14.

                      EVENTS OF DEFAULT AND ACCELERATION

      14.1. Events  of  Default.   The  occurrence  of  any  of  the  following
conditions  or  events  shall  constitute  an  "Event  of Default"  under  this
Agreement:

            (a)   Payments.  The Company shall default in  the payment when due
of  any principal, Premium, if any, or interest on any Note (whether  the  same
becomes  due and payable at maturity, by declaration or otherwise) or any other
amounts owing hereunder; or

            (b)   Representations, Etc.  Any representation or warranty made in
writing by or on behalf of the Company herein or in any Collateral Agreement or
in any statement  or certificate delivered or required to be delivered pursuant
hereto or thereto shall  prove to be untrue in any material respect on the date
as of which made or deemed made; or

            (c)   Breach of  Certain  Covenants.   The Company shall default in
the  due  performance or observance by it of any term,  covenant  or  agreement
contained in  Section 10.6  (to  the  extent  such  default could reasonably be
expected  to  have  a Material Adverse Effect or adversely  affect  Purchaser's
rights in the Collateral),  10.7,  10.8,  10.10,  10.11, 10.12, 10.13, 10.18 or
10.19; or

            (d)   Breach of Other Covenants.  The Company  shall default in the
due performance or observance by it of any term, covenant or  agreement  (other
than  those  referred  to  in subsections (a), (b) or (c) of this Section 14.1)
contained in this Agreement  and  such  default shall continue unremedied for a
period of at least thirty (30) calendar days  after  the earlier of (i) written
notice to the defaulting party by any registered holder  of  a  Note  or (ii) a
Responsible Officer has knowledge of such default; or

            (e)   Default   Under  Other  Agreements.   (i) The  Company  shall
default in the payment when due  of  any  principal  of or interest on any Debt
(which  Debt is in an aggregate principal amount of $10,000,000  or  more)  and
such default  shall  not be waived or cured within any applicable grace or cure
period; or (ii) the maturity  of  any  Debt  of  the  Company  in  an aggregate
principal  amount  of  $10,000,000  or more shall be accelerated or subject  to
acceleration due to a default thereunder; or

            (f)   Bankruptcy, etc.  The Company shall commence a voluntary case
concerning  itself  under  title  11  of  the   United   States  Code  entitled
"Bankruptcy", as now or hereafter in effect, or any successor  statute  thereto
(the  "Bankruptcy  Code");  or  an  involuntary  case  is commenced against the
Company under the Bankruptcy Code and the petition is not  controverted  within
ten  (10)  Business  Days,  or  is  not dismissed within sixty (60) days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all  or substantially all of the property of
the  Company;  or  the  Company  commences  any   other  proceeding  under  any
reorganization,   arrangement,   adjustment   of  debt,  relief   of   debtors,
dissolution,  insolvency  or liquidation or similar  law  of  any  jurisdiction
whether now or hereafter in  effect  relating  to  the  Company;  or  there  is
commenced against the Company any such proceeding which remains undismissed for
a  period  of  sixty  (60)  days;  or  the  Company is adjudicated insolvent or
bankrupt; or any order of relief or other order  approving  any  such  case  or
proceeding  is entered; or the Company suffers any appointment of any custodian
or the like for  it  or  any  substantial  part  of  its  property  to continue
undischarged or unstayed for a period of sixty (60) days; or the Company  makes
a  general assignment for the benefit of creditors; or any corporate action  is
taken by the Company for the purpose of effecting any of the foregoing; or

            (g)   ERISA.   (i) Any  Plan  shall  fail  to  satisfy  the minimum
funding standard required for any plan year or part thereof or a waiver of such
standard  or  extension  of any amortization period is sought or granted  under
Section 412 of the Code, any  Plan  is, shall have been or is reasonably likely
to be terminated or the subject of termination  proceedings  under  ERISA,  any
Plan  shall  have  an  Unfunded  Current  Liability, the Company or any Related
Person has incurred or is reasonably likely  to  incur  a  liability  to  or on
account  of  a  Plan  under  Section 405, 409, 502(i), 501(1), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the Code, or
the Company or any Related Person has incurred or is reasonably likely to incur
liabilities pursuant to one or  more employee welfare benefit plan that provide
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA); and (ii) there  shall result from any event or events
described in clause (i) of this subsection  (f) the imposition or granting of a
Lien, or a liability or a material risk of incurring a liability; and (iii) any
Lien  or  liability referred to in clause (ii) of  this  subsection  (f)  could
reasonably be expected to have a Material Adverse Effect; or

            (h)   Judgments.    There  shall  remain  in  force,  undischarged,
unsatisfied, unstayed and unbonded,  for  more  than sixty (60) days, any final
judgment entered against any one or more of the Company  which is not funded by
insurance in due course in accordance with applicable insurance  coverage, from
which  no  further  appeal  may  be  taken  and  which,  with other outstanding
undischarged, unsatisfied, unstayed and unbonded final judgments  against  such
Person  not  funded  by  insurance  in due course in accordance with applicable
insurance coverage, exceeds $10,000,000 in the aggregate.

      14.2. Acceleration.

            (a)   Upon the occurrence  of  any  Event  of  Default described in
Section 14.1(f),  the unpaid principal amount of and accrued  interest  on  the
Notes shall automatically  become  due and payable, and there shall also be due
and payable the applicable Premium in respect of the unpaid principal amount of
the  Notes, all without presentment,  demand,  protest,  notice  of  intent  to
accelerate,  notice of acceleration, or any other notice of any kind, which are
hereby waived.

            (b)   Upon  the  occurrence  of  any Event of Default other than as
described  in  Section 14.1(f),  any registered holder  or  registered  holders
(other than the Company or any Affiliate  thereof) of, in the aggregate, fifty-
one  percent  (51%)  or more in principal amount  of  the  Notes  at  the  time
outstanding (excluding any Notes directly or indirectly owned by the Company or
any Affiliate) may at any time (unless all defaults shall theretofore have been
remedied and all costs  and  expenses including, without limitation, reasonable
attorneys' fees and expenses incurred by or on behalf of the registered holders
of the Notes by reason thereof  shall have been paid in full by the Company) at
its or their option, by written notice  or  notices to the Company, declare all
the Notes to be due and payable, whereupon the  same shall forthwith mature and
become due and payable, together with interest accrued thereon, and there shall
also  be due and payable the applicable Premium in  respect  of  the  principal
amount  of  the  Notes  so  declared  due and payable, all without presentment,
demand, protest, notice of intent to accelerate, notice of acceleration, or any
other notice of any kind (except as otherwise  specifically  provided  herein),
which are hereby waived.  The Company acknowledges that Purchaser purchased the
Notes  on  the  basis  and assumption that Purchaser and the registered holders
from time to time of the  Notes  would receive the payments of principal and/or
interest set forth in Articles 2,  7  and  8  hereof  for  the full term of the
Notes;  therefore, whenever the maturity of the Notes has been  accelerated  by
reason of  an Event of Default, a tender of the amount necessary to satisfy any
part or all  of  the  indebtedness  represented  by  the Notes paid at any time
following such Event of Default and prior to a foreclosure  or  trustee's  sale
shall  be  deemed  a  voluntary  prepayment, and such payment shall include the
applicable  Premium.  Similarly, any  purchase  at  a  foreclosure  sale  or  a
trustee's sale  shall  be  deemed  a  voluntary  prepayment, and the registered
holders of the Notes shall, to the extent permitted  by law, receive out of the
proceeds  of  such sale, in addition to all other amounts  to  which  they  are
entitled, the applicable Premium.

      14.3. Remedies.   If  any Event of Default shall occur and be continuing,
the registered holder of any  Note  at  the  time  outstanding  may  proceed to
protect and enforce the rights available to such registered holder at  law,  in
equity,  by  statute  or otherwise, whether for the specific performance of any
agreement contained herein  or,  in the case of any registered holder of Notes,
in such Note, or for an injunction  against  a  violation  of  any of the terms
hereof  or  thereof, or in aid of the exercise of any power granted  hereby  or
thereby or by  law  or  otherwise.   In case of a default in the payment of any
principal of or applicable Premium, if  any,  or  interest  on  any  Note,  the
Company  will pay to the registered holder thereof such further amount as shall
be sufficient to cover the costs and expenses of collection, including, without
limitation,  reasonable attorneys' fees, expenses and disbursements incurred in
connection therewith.   No  course  of  dealing and no delay on the part of any
registered holder of any Note in exercising  any  right,  power or remedy shall
operate  as  a  waiver thereof or otherwise prejudice such registered  holder's
rights, powers or  remedies except as expressly provided for herein.  No right,
power or remedy conferred  hereby  upon any registered holder of any Note or by
any Note upon any registered holder  thereof  shall  be  exclusive of any other
right,  power  or  remedy  referred  to herein or therein or now  or  hereafter
available  at  law,  in  equity,  by  statute   or   otherwise.    Subject   to
Section 14.2(b),  any  registered  holder or registered holders (other than the
Company or any Affiliate) of, in the  aggregate, a majority in principal amount
of  the  Notes  at  the  time  outstanding (excluding  any  Notes  directly  or
indirectly owned by the Company  or  any  Affiliate) may at any time pursue any
remedies available under this Agreement or any of the Collateral Agreements.

                                  ARTICLE 15.

                                   EXPENSES

      The  Company  will pay all reasonable expenses  in  connection  with  the
negotiation, execution and delivery, performance and enforcement, and amendment
or  waiver  of any terms  or  provisions  of  this  Agreement,  any  Collateral
Agreement, and  the  Notes,  including,  without  limitation:  (a) the cost and
expenses of preparing and reproducing this Agreement, the Collateral Agreements
and  the  Notes,  of  furnishing all opinions of Special  Counsel,  Purchaser's
special local counsel,  and  counsel  for  the  Company (including any opinions
requested by Special Counsel as to any legal matter  arising hereunder) and all
certificates on behalf of the Company and of the Company's  performance  of and
compliance with all agreements and conditions contained therein on its part  to
be  performed  or  complied  with;  (b)  all  out  of pocket expenses and fees,
expenses  and  disbursements of Special Counsel and Purchaser's  special  local
counsel in connection  with  the  negotiation and preparation of this Agreement
and the Closing of the transactions  contemplated  hereunder;  (c)  the cost of
delivering   to   Purchaser's   principal   office,   insured   to  Purchaser's
satisfaction, the Notes sold to Purchaser hereunder; (d) the reasonable  out-of
pocket  expenses  and  reasonable  fees,  expenses and disbursements of Special
Counsel and Purchaser's special local counsel in connection with any amendments
or waivers hereunder; and (e) the cost and  expense  related to title insurance
and  charges,  survey,  environmental audit, engineering  and  architect  fees,
recording fees, and real  estate taxes contemplated herein or in the Collateral
Agreements.  The Company also  will  pay,  and  will  save  Purchaser  and each
registered holder of any Notes harmless from, (i) all claims in respect  of the
fees  of  any  brokers  and  finders,  except  those  engaged by Purchaser, and
(ii) any and all liabilities with respect to any taxes  (including interest and
penalties), other than federal income taxes, that may be  payable in respect of
(A) the execution and delivery hereof and of the Collateral Agreements, (B) the
issue  of  the  Notes hereunder, and (C) any amendment or waiver  under  or  in
respect hereof, of any Collateral Agreement or of the Notes.

                                  ARTICLE 16.

                                 MISCELLANEOUS

      16.1. Survival.   All representations, warranties and covenants contained
herein, in the Notes and  in  any other Collateral Agreement or made in writing
by or on behalf of the Company in connection with the transactions contemplated
hereby  and  thereby shall survive  the  execution  and  delivery  hereof,  any
investigation  at  any  time  made  by  Purchaser or on Purchaser's behalf, the
purchase of the Notes hereunder, or any disposition  or  payment  of the Notes.
All  statements contained in any certificate delivered by or on behalf  of  the
Company  pursuant  hereto  or  in connection with the transactions contemplated
hereby shall be deemed representations and warranties of the Company hereunder.

      16.2. Amendments and Waivers.   Any  term  hereof  or of the Notes may be
amended (with written consent of the Company), and the observance  of  any term
hereof  or  of  the  Notes  may  be waived (either generally or in a particular
instance and either retroactively  or  prospectively),  only  upon  the written
consent of the registered holder or registered holders (other than the  Company
or  any Affiliate) of, in the aggregate, sixty-six and two-thirds percent  (66-
2/3%)  or  more  in  principal  amount  of  the  Notes  at the time outstanding
(excluding  any  Notes  directly  or  indirectly owned by the  Company  or  any
Affiliate), provided that without the prior  written  consent of the registered
holders of all the Notes at the time outstanding (excluding  any Notes directly
or  indirectly  owned  by the Company or any Affiliate), no such  amendment  or
waiver shall (a) extend  the  fixed maturity or reduce the amount or extend the
time of payment of any principal  or Premium payable (whether as an installment
or upon any prepayment) on any Note  of  such  class; (b) reduce the percentage
set forth above of the principal amount of the Notes, the registered holders of
which are required to consent to any amendment or  waiver  set  forth  in  such
subdivision; or (c) change the percentage of the principal amount of the Notes,
the registered holders of which may declare the Notes to be due and payable  as
provided  in Section 14.2.  Any amendment or waiver effected in accordance with
this Section 16.2  shall be binding upon each registered holder of any Note, at
the time outstanding,  each  future  registered  holder  of  any  Note, and the
Company.

      16.3. Indemnification.  The Company will indemnify and hold harmless each
Indemnified  Party  from  and  against any and all losses, claims, damages  and
liabilities, joint or several (including  all  reasonable  legal  fees or other
expenses  reasonably incurred by any Indemnified Party in connection  with  the
preparation  for  or  defense  of  any  pending  or threatened claim, action or
proceeding,  whether  or  not  resulting  in  any  liability),  to  which  such
Indemnified Party may become subject (whether or not  such Indemnified Party is
a party thereto) under any applicable federal or state  law or otherwise caused
by or arising out of, or allegedly caused by or arising out of, this Agreement,
any Collateral Agreement, or any transaction contemplated  hereby,  other  than
losses, claims, damages or liabilities resulting from any grossly negligent  or
unlawful  act  by  Indemnified  Party  seeking indemnification hereunder. THESE
PROVISIONS  ARE  INTENDED  TO INDEMNIFY THE  INDEMNIFIED  PARTIES  AGAINST  THE
RESULTS OF THEIR OWN NEGLIGENCE.

      Promptly after receipt  by  an  Indemnified Party of notice of any claim,
action or proceeding with respect to which  an Indemnified Party is entitled to
indemnity hereunder, such Indemnified Party will  notify  the  Company  of such
claim  or  the  commencement  of  such  action or proceeding, provided that the
failure of an Indemnified Party to give notice  as  provided  herein  shall not
relieve the Company of its obligations under this Section 16.3 with respect  to
such  Indemnified  Party,  except  to  the  extent that the Company is actually
prejudiced by such failure.  The Company will assume the defense of such claim,
action or proceeding and will employ counsel  satisfactory  to  the Indemnified
Party and will pay the fees and expenses of such counsel.  Notwithstanding  the
preceding  sentence,  the Indemnified Party will be entitled, at the expense of
the Company, to employ  counsel  separate from counsel for the Company, and for
any other party in such action, if  the Indemnified Party reasonably determines
that  a  conflict  of interest or other  reasonable  basis  exists  that  makes
representation  by  counsel  chosen  by  the  Company  not  advisable.   If  an
Indemnified Party appears  as  a  witness  in  any action or proceeding brought
against  the  Company  or  any of its Affiliates (or  any  of  their  partners,
managers, members, officers,  directors  or  employees) in which an Indemnified
Party  is  not  named  as a defendant, the Company  agrees  to  reimburse  such
Indemnified Party for all out-of-pocket expenses incurred by it (including fees
and expenses of counsel)  in  connection with the appearance as a witness.  The
Indemnified Party shall settle  no  claim  or take any other action prejudicing
the Company's defense without the consent of  the  Company,  which consent will
not  be  unreasonably  withheld  or  delayed.   Purchaser agrees to  reasonably
cooperate with the Company in the defense of any such action or proceeding.

      16.4. Usury  Not  Intended.   The  Company,  Purchaser   and   all  other
registered holders of any Notes intend to conform strictly to the usury laws in
force  that  apply  to  the  transactions  evidenced  or  contemplated  hereby.
Accordingly,  all  agreements  among  the  Company,  Purchaser,  and  any other
registered  holder of any Notes, whether now existing or hereafter arising  and
whether written  or oral, are hereby limited so that in no contingency, whether
by reason of acceleration of the maturity of the Notes, or otherwise, shall the
interest (and all  other  sums  that are deemed to be interest) contracted for,
charged, received, paid or agreed to be paid exceed the Highest Lawful Rate (as
defined below).  The Company and  Purchaser  stipulate and agree that the terms
and provisions contained in this Agreement and  the  Collateral  Agreements are
not intended to and shall never be construed to create a contract  to  pay  for
the  use,  forbearance or detention of money an amount in excess of the maximum
amount permitted to be charged by applicable law, if any.

      Anything  in  this Agreement or the Collateral Agreements to the contrary
notwithstanding, neither  the  Company  nor  any  other  party now or hereafter
becoming liable for payment of the Notes shall ever be required to pay interest
on or with respect to the Notes or any other obligation hereunder  at a rate in
excess  of the Highest Lawful Rate, and if the effective rate of interest  that
would otherwise  be  payable  under this Agreement or on or with respect to the
Notes would exceed the Highest  Lawful  Rate,  or  if the registered holders of
such  Notes or obligation shall receive anything of value  that  is  deemed  or
determined  to  constitute  interest  that would increase the effective rate of
interest payable under this Agreement or on or with respect to the Notes or the
Collateral Agreements to a rate in excess  of the Highest Lawful Rate, then (a)
the amount of interest that would otherwise  be  payable  under this Agreement,
the Notes or the Collateral Agreements shall be reduced to  the  amount allowed
at the Highest Lawful Rate under applicable law, and (b) any unearned  interest
paid  by  the  Company  or  any  interest  paid by the Company in excess of the
Highest  Lawful Rate shall, at the option of  the  registered  holders  of  the
Notes, be  either  refunded to the Company or credited on the principal of such
Notes.  It is further  agreed  that,  without  limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received by any
registered holder of the Notes, or under this Agreement,  that are made for the
purpose of determining whether such rate exceeds the Highest Lawful Rate, shall
be  made,  to  the extent permitted by applicable law (now or,  to  the  extent
permitted by law,  hereafter  enacted)  governing  the  Highest Lawful Rate, by
(i) characterizing  any  nonprincipal  payment as an expense,  fee  or  premium
rather  than  as  interest,  and  (ii) amortizing,  prorating,  allocating  and
spreading in equal parts during the  period  of  the  full  term  of  the Notes
(including the period of any renewal or extension thereof), all interest at any
time  contracted  for,  charged  or  received  by  such  registered  holder  in
connection  therewith.   As used in this Section 16.4, the term "Highest Lawful
Rate" means the maximum nonusurious  rate  of  interest  permitted from time to
time to be contracted for, taken, charged or received with respect to the Notes
by  the  registered  holders thereof, under applicable law as  in  effect  with
respect to this Agreement or the Notes.

      16.5. Notices.

            (a)   For  all  purposes  under  this Agreement, the address of the
Company shall be P.O. Box 93, 110 South Texas  Street,  Pittsburg, Texas 75686,
Attention: Richard Cogdill, Chief Financial Officer, telecopy  no. 903-855-4934
and for Purchaser shall be the address set forth on the Schedule of Information
for  Payment and Notices or such other address of which all such  Persons  have
received ten (10) days prior written notice.

            (b)   Any  notice,  demand, request or report required or permitted
to be given or made to the Company  or  Purchaser under this Agreement shall be
in writing and shall be deemed given or made  when  delivered  in  person, when
sent if by overnight courier or telecopy (if followed by hard copy) or five (5)
Business Days after the date when sent by United States registered or certified
mail to any such Person at its address referenced in Section 16.5(a) above.

      16.6. Reproduction  of  Documents.   This  Agreement  and  all  documents
relating  thereto,  including,  without  limitation, (a) consents, waivers  and
modifications  that  may  hereafter  be executed,  (b)  documents  received  by
Purchaser  at  the Closing (except the Notes  themselves),  and  (c)  financial
statements,  certificates   and   other  information  previously  or  hereafter
furnished to Purchaser, may be reproduced by Purchaser or the registered holder
of any Notes by any photographic, photostatic,  microfilm, microcard, miniature
photographic or other similar process and Purchaser or the registered holder of
any Notes may destroy any original document so reproduced.   The Company agrees
and stipulates that any such reproduction shall be admissible  in  evidence  as
the  original  itself  in any judicial or administrative proceeding (whether or
not the original is in existence  and whether or not such reproduction was made
by Purchaser or the registered holder  of  any  Notes  in the regular course of
business) and that any enlargement, facsimile or further  reproduction  of such
reproduction shall likewise be admissible in evidence.

      16.7. Successors and Assigns.

            (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, whether  so  expressed or not, and shall inure to the benefit of and be
enforceable by any registered holder or registered holders from time to time of
any  Notes.  The representations,  warranties  and  covenants  of  the  Company
hereunder  are  intended to be for the benefit of, and inure to, all registered
holders from time to time of any of the Notes.

            (b)   The   Company   acknowledges   that   Purchaser   intends  to
participate  all  or  a  portion  of  the  Notes  to one or more of Purchaser's
Affiliates  and  that  all  of the representations, warranties,  covenants  and
agreements of the Company shall be for the benefit of Purchaser's Affiliates as
well as Purchaser.

      16.8. Entire Agreement.   THIS  WRITTEN  AGREEMENT  REPRESENTS  THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL AGREEMENTS OF THE PARTIES.  THERE ARE  NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

      16.9. GOVERNING LAW.  THIS AGREEMENT AND THE NOTES SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED  BY  THE  LAWS  OF  THE STATE OF TEXAS
(WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS).

      16.10.Invalid  Provisions.   If  any provision hereof or any  application
thereof shall be invalid or unenforceable,  the  remainder hereof and any other
application of such provision shall not be affected thereby.

      16.11.Headings.  The Table of Contents and Section  headings  herein  are
for purposes of reference only and shall not constitute a part hereof.

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

      16.13.Further  Action.   The parties shall execute all documents, provide
all  information,  and take or refrain  from  taking  all  actions  as  may  be
necessary or appropriate to achieve the purposes of this Agreement.

      16.14.Creditors.   None  of the provisions of this Agreement shall be for
the benefit of or enforceable by  any  creditors  of  the  Company,  except  as
otherwise expressly provided herein.

      16.15.Waiver.   No  failure  by  any  party  to  insist  upon  the strict
performance of any covenant, duty, agreement, or condition of this Agreement or
to  exercise  any  right  or  remedy  consequent  upon  a  breach thereof shall
constitute a waiver of any such breach or any other covenant,  duty, agreement,
or  condition.   No  single  or  partial  exercise of any power or right  shall
preclude any other or further exercise thereof  or  the  exercise  of any other
power or right.  No waiver by a party of any right hereunder or of any  default
by another shall be binding upon such party unless in writing.

      16.16.Release.  Purchaser acknowledges and agrees that at the Closing all
of  Purchaser's security interests and other liens in all assets of the Company
located  in  Camp  County, Texas, Upshur County, Texas, Angelina County, Texas,
Howard County, Arkansas  and  Sevier County, Arkansas, which were granted to or
held by Purchaser as security for  Company's obligations to Purchaser, shall be
forever  satisfied,  released  and  discharged.   Purchaser  hereby  authorizes
Company to file at any time after the  Closing  such  Uniform  Commercial  Code
financing statement amendments (including without Purchaser's signature) as may
be  necessary  to  reflect  in  the  public  record the release of the security
interests  and liens described above in favor of  Purchaser.   Purchaser  will,
from and after  the  Closing, deliver such other financing statement amendments
or documents as Company  may from time to time reasonably request to effectuate
or  reflect  of public record  the  release  and  discharge  of  such  security
interests and liens.

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<PAGE>




      IN WITNESS  WHEREOF,  the  parties have executed this Agreement as of the
date first written above.

                                  PILGRIM'S PRIDE CORPORATION



                                  By:
                                      Name:
                                      Title:



                                  JOHN HANCOCK LIFE INSURANCE COMPANY




                                  By:
                                      Name:
                                      Title: