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<TEXT>



                     SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C.


                                  FORM 10-K

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended June 30, 2001      Commission File No. 2-59958

                               GOLD KIST INC.

           (Exact name of registrant as specified in its charter)

          Georgia                            58-0255560

(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)            Identification No.)

                     244 Perimeter Center Parkway, N. E.
                           Atlanta, Georgia 30346

             (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (770) 393-5000

Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None

           Indicate  by check mark whether the registrant (1) has  filed  all
reports  required  to  be  filed by Section 13 or  15(d)  of  the  Securities
Exchange  Act  of  l934 during the preceding 12 months (or for  such  shorter
period  that the registrant was required to file such reports), and  (2)  has
been subject to such filing requirements for the past 90 days.
YES X .  NO   .

          Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained to the best of Registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K [X].

                     DOCUMENTS INCORPORATED BY REFERENCE
                               Not Applicable.



                              TABLE OF CONTENTS

     Item                                         Page


 1.  Business (and Properties)                    1

 2.  Properties                                   7

 3.  Legal Proceedings                            7

 4.  Submission of Matters to a Vote of
     Security Holders                             7

 5.  Market for Registrant's Common
     Equity and Related Stockholder Matters       7

 6.  Selected Financial Data                      8

 7.  Management's Discussion and
     Analysis of Financial Condition
     and Results of Operations                    9

 7A. Quantitative and Qualitative
     Disclosure about Market Risk                 15

 8.  Financial Statements and
     Supplementary Data                           16

 9.  Changes in and Disagreements
     with Accountants on Accounting
     and Financial Disclosure                     35

10.  Directors and Executive Officers
     of the Registrant                            35

11.  Executive Compensation                       37

12.  Security Ownership of Certain
     Beneficial Owners and Management             40

13.  Certain Relationships and Related
     Transactions                                 40

14.  Exhibits, Financial Statement
     Schedules, and Reports on Form 8-K           43




                               GOLD KIST INC.

            ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2001

     This  Report  contains  statements which to  the  extent  they  are  not
recitations  of historical fact, may constitute "forward looking  statements"
within the meaning of applicable federal securities law.  All forward looking
statements  in  this  Report are intended to be subject to  the  safe  harbor
protection provided by the Private Securities Litigation Reform Act  of  1995
and  Section 21E of the Securities Exchange Act of 1934, as amended.   For  a
discussion identifying some important factors that could cause actual results
to  vary  materially from those anticipated in the forward looking statements
made  by  the  Company, see Item 7 - Management's Discussion and Analysis  of
Financial Condition and Results of Operations.

                                   PART I

Item 1.  Business (and Properties).

     Gold  Kist  Inc.  ("Gold Kist" or the "Association") is an  agricultural
membership  cooperative association, headquartered in Atlanta,  Georgia.   It
was  incorporated without capital stock in 1936 under the Georgia Cooperative
Marketing  Act.  The name of the Association was changed in 1970 from  Cotton
Producers  Association  to Gold Kist Inc.  In April  1985,  the  Articles  of
Incorporation  and By-Laws of the Association were amended to provide  for  a
class  of  common stock and a class of preferred stock as authorized  by  the
Georgia Cooperative Marketing Act.  Each member is issued one share of common
stock  only, as evidence of membership and the right to one vote as  long  as
the  member maintains status as an active member.  Only members may hold  the
common stock, which is nontransferable and receives no dividends.

     The  membership  of  Gold Kist consists of approximately  18,000  farmer
members located principally in Alabama, Florida, Georgia, Mississippi,  North
Carolina and South Carolina.  In addition, other cooperative associations are
members  of  Gold  Kist.   Any  person engaged  in  the  production  of  farm
commodities  and  any firm or corporation whose members or  stockholders  are
persons  so  engaged  and  any cooperative association  organized  under  the
cooperative marketing laws of any state, which enters into a marketing and/or
purchasing agreement with the Association, is eligible for membership.

     Gold  Kist offers cooperative marketing services to its member  patrons.
Farm commodities, principally poultry, are marketed by Gold Kist on behalf of
members.    Under  the  standard  Membership,  Marketing,  and/or  Purchasing
Agreement which is entered into between each member and Gold Kist, Gold  Kist
undertakes to market for the member agricultural products delivered which are
of a type marketed by Gold Kist.  The Association also does business with non-
members  and  engages in non-cooperative activities through subsidiaries  and
partnerships.

      Gold  Kist  conducts  broiler  production  operations,  providing  both
marketing   and  purchasing  services  to  its  cooperative   patrons.    The
Association  also conducts pork production operations, was  a  member  during
fiscal 2001 in a major peanut processing and marketing business, is a partner
in a pecan processing and marketing business, and participates as a member of
limited  liability companies which are engaged in the production and sale  of
hogs and of fertilizer ingredients.

     In  April  2001,  Gold Kist sold the assets of its aquaculture  research
facility   in   Inverness,  Mississippi,  and  terminated   its   aquaculture
operations.  Effective July 1, 2001, the Association withdrew as a member  of
Golden Peanut Company, LLC, a major peanut processing and marketing business,
terminating its involvement in peanut operations.  See Note 10(b) of Notes to
Consolidated Financial Statements.

                                   POULTRY
Broilers

     Gold  Kist's  cooperative broiler operation is  organized  into  broiler
divisions,  each  encompassing one or more of Gold Kist's broiler  complexes.
Each  Gold Kist broiler complex operates within a separate geographical  area
and  includes  within that area broiler flocks, pullet and breeder  (hatching
egg) flocks, one or more hatcheries, a feed mill, poultry processing plant(s)
and management, and accounting office(s), and transportation facilities.  The
complexes  operated  by Gold Kist in fiscal 2001 are headquartered  in  Boaz,
Cullman,  and Russellville, Alabama; Athens, Douglas, Ellijay and Carrollton,
Georgia;  Live  Oak,  Florida; Sanford and Siler City,  North  Carolina;  and
Sumter,  South Carolina.  The broiler growers, pullet producers and  hatching
egg  producers for each complex are members of Gold Kist.  The facilities and
operations  of  each complex are designed to furnish the  growers  flocks  of
chicks,  feed  and  medicines,  and to provide processing  services  for  the
broilers grown.

     The  principal products marketed by Gold Kist are whole chickens, cut-up
chickens, segregated chicken parts and further processed products packaged in
various  forms,  including fresh bulk ice pack, chill pack and  frozen.   Ice
pack  chicken  is  packaged  in  ice  or  dry  ice  and  sold  primarily   to
distributors,  grocery stores and fast food chains.  Chill  pack  chicken  is
packaged  for  retail sale and kept chilled by mechanical refrigeration  from
the packing plant to the store counter.  Frozen chicken is marketed primarily
to  school systems, the military services, fast food chains and in the export
market.   Further processed products, which include preformed breaded chicken
nuggets  and  patties and deboned, skinless and marinated products  are  sold
primarily to fast food and grocery store chains.  Chill pack chicken is  sold
in  certain  localities  under the Gold Kist Farmsr   and  Young  'n  Tenderr
labels; however, some is sold under customers' private labels.  Most  of  the
frozen  chicken  carries the Gold Kistr or Early Birdr label.   Cornish  game
hens are marketed in frozen form primarily to hotels, restaurants and grocery
stores  under  the  Gold Kist Farms, Young 'n Tender and  Medallionr  labels.
Medallion,  Big Valuer, Gold Kist Farms, Young 'n Tender and Early  Bird  are
registered trademarks of Gold Kist Inc.

    Poultry products were marketed in fiscal 2001 directly from the Company's
corporate  headquarters in Atlanta.  The plants at Athens, Carrollton,  Boaz,
and Live Oak have special distribution facilities, and there are six separate
distribution  facilities located in Florida, Tennessee,  Ohio  and  Kentucky.
Cornish  game  hens  are processed at facilities in Trussville,  Alabama  and
marketed from the Atlanta headquarters.

     Gold Kist is one of the largest poultry processors in the United States.
It   competes  with  other  large  processors  and  with  smaller  companies.
Competition  is  based  upon  price, quality and service.   While  Management
believes  that  the pricing and quality of its products are competitive  with
other processors, it believes that Gold Kist's service to its customers is  a
principal factor that has established Gold Kist as one of the largest  United
States  poultry processors.  Gold Kist's ability to deliver poultry  products
produced to order is an important service to customers.

     The  poultry  industry,  just as many other  commodity  industries,  has
historically  been  cyclical.   Prices of  perishable  commodities,  such  as
broilers,  react  directly  to changes in supply  and  demand.   Furthermore,
broilers  are  typically  a high volume, low margin  product  so  that  small
increases  in  costs, such as feed ingredient costs, or  small  decreases  in
price,  can produce losses.  Gold Kist is a purchaser of certain agricultural
commodities  used  for  the manufacture of poultry  feeds.   Gold  Kist  uses
commodity  futures and options for economic hedging purposes  to  reduce  the
effect of changing commodity prices and to ensure supply of a portion of  its
commodity  inventories  and  related  purchase  and  sale  contracts.    Feed
ingredients  futures  and  options contracts have inherent  risk,  such  that
changes  in  the  commodities  futures and options  prices  as  a  result  of
favorable  or  unfavorable  changes  in  the  weather,  crop  conditions   or
government  policy  may  have  an adverse effect  on  Gold  Kist's  net  feed
ingredient cost as compared to the cost in cash markets.  Likewise, Gold Kist
could  benefit  from reduced net feed ingredient cost as a  result  of  these
changes  as  compared  to cost in the cash market.  Results  of  hedging  and
commodity  options  transactions  are reflected  as  an  adjustment  to  feed
ingredient cost in the Association's consolidated financial statements.   See
Item 7A - Quantitative and Qualitative Disclosure About Market Risks and Note
l (c) of Notes to Consolidated Financial Statements.

     The  poultry industry has also traditionally been subject to seasonality
in  demand and pricing.  Generally, the price and demand for poultry products
peaks during the summer months and declines to lower levels during the winter
months of November, December, January and February.  Gold Kist poultry prices
and sales volume follow the general seasonality of the industry.

     The  following table shows the amount and percentage of Gold Kist's  net
sales  volume  from  continuing operations contributed by  sales  of  broiler
products  for each of the years indicated.  See Notes 1 and 11  of  Notes  to
Consolidated Financial Statements.
<TABLE>
<CAPTION>
                              Fiscal Year Ended (000's Omitted)

                        June 26,             July 1,        June 30,
                        1999                 2000           2001
<S>                     <C>                  <C>            <C>
Broiler Products
Volume                   $1,803,550          $1,743,288     $1,777,495
Percentage (%)           98.9                98.5           98.2
</TABLE>

                                    PORK

    Gold Kist currently markets hogs raised by producers in Alabama, Georgia,
and  Mississippi.   Feeder pigs are furnished to members who  raise  them  to
produce  hogs  for  marketing.  Feeder pigs are either raised  by  Gold  Kist
members and marketed through Gold Kist to the market hog growers, raised  for
Gold Kist by non-member independent contractors or purchased by Gold Kist  in
the  marketplace.  The Association also has a joint venture arrangement  with
another  regional cooperative association in the form of a limited  liability
hog  sales and production company.  Gold Kist raises and provides young  pigs
for the venture.

     Live  market  hogs are marketed by Gold Kist in the Southeastern  United
States to processors of  pork products, primarily on a competitive bid  basis
in  the states of Alabama, Georgia and Mississippi.  Management believes that
customers are favorably impressed by the quality of its market hogs which  is
principally due to superior breeding stock and management grow-out techniques
employed  by  Gold  Kist.   Gold  Kist competes  with  other  major  national
producers and smaller individual producers, primarily on a regional basis  in
the Southeastern United States.


                             AGRATECH SEEDS INC.

     AgraTech Seeds Inc., a wholly-owned subsidiary of Gold Kist, conducts  a
peanut  genetics  business which consists of research, development,  breeding
and  marketing  of  proprietary seed varieties.   AgraTech  receives  as  its
primary  source  of  income royalties on the sale of  its  proprietary  seed
varieties by its licensed associates.  Currently, its proprietary varieties
include  "GK  7  Hi-Oleic",  "AT  108",  "AT  120",  "AT  120  Hi-Oleic"  and
"ViruGard".


                             YOUNG PECAN COMPANY

     Gold  Kist  is a partner in Young Pecan Company, a pecan processing  and
marketing  business headquartered in Florence, South Carolina, in  which  the
Association holds a 25% equity interest and a 35% earnings (loss) allocation.
See Note 9 of Notes to Consolidated Financial Statements.




                                 LUKER INC.

     Luker  Inc.  is  a design, fabrication and installation  firm  primarily
serving   customers  in  the  meat,  poultry,  chemicals  and  wood  products
businesses  with a focus on wastewater treatment systems.  It  is  a  wholly-
owned subsidiary of Gold Kist located in Augusta, Georgia.


                         GOLDEN PEANUT COMPANY, LLC

     During  fiscal 2001, Gold Kist, Archer Daniels Midland Company, Cargill,
Inc.,  and  Alimenta Holdings, Inc. were members in Golden Peanut Company,  a
limited  liability company formed to operate a peanut procuring,  processing,
and  marketing  business.   Gold  Kist had  a  25%  membership  interest  and
participated  in  all  allocations  in  accordance  with  the  organizational
agreement.   See  Note  10(b) of Notes to Consolidated Financial  Statements.
Effective July 1, 2001, the Association withdrew as a member of Golden Peanut
Company, LLC, terminating its involvement in peanut operations.


     Golden Peanut Company procures, processes and markets peanuts and peanut
by-products in each of the three peanut producing areas of the United  States
and operates processing and other facilities in Argentina for the procurement
and  processing  of peanuts.  Golden Peanut Company is a major  processor  of
edible peanuts and is active in both domestic and international markets.  The
principal  peanut product is shelled edible peanuts.  Shelled edible  peanuts
are  marketed domestically primarily to manufacturers of peanut butter, candy
and  salted  nuts and are sold in the export market.  Golden  Peanut  Company
also processes peanuts for sale in the shell or for processing by others into
oil and meal.



                                EXPORT SALES

     Gold  Kist  owns  no physical facilities overseas and  has  no  overseas
employees.   Product sales managers maintain sales networks overseas  through
contacts  with  independent dealers and customers.  During  the  fiscal  year
ended June 30, 2001, the approximate export sales volume of poultry was $68.8
million.   During  that  period, export sales were  mainly  to  customers  in
Russia,  Eastern Europe, the Far East, the Middle East, Mexico,  Central  and
South America and the Caribbean.

     Export sales involve an additional element of transportation and  credit
risk to the shipper beyond that normally encountered in domestic sales.

     Gold  Kist  faces  competition for export sales from both  domestic  and
foreign suppliers.  In export poultry sales, Gold Kist faces competition from
other  major  United States producers as well as companies in France,  China,
Thailand,  and  Brazil.   Tariff and non-tariff  barriers  to  United  States
poultry established by the European Economic Community (EEC) since 1962  have
virtually  excluded Gold Kist and other United States poultry exporters  from
the  EEC  market.  In addition, EEC exporters are aided in price  competition
with  United  States  exporters in certain markets by  subsidies  from  their
governments.

     Gold  Kist  and  a  group  of  other North  American  and  foreign  farm
cooperatives and agribusiness firms, acting through companies formed for this
purpose,  own 50% of a trading company engaged in international merchandising
of  grains  and  other agricultural commodities.  Gold  Kist  is  a  minority
shareholder and deals with the trading company on an arm's length basis.



                                 PROPERTIES

     Gold  Kist  corporate  headquarters  building,  completed  in  1975  and
containing  approximately 260,000 square feet of office space, is located  on
fifteen  acres  of  land  at 244 Perimeter Center Parkway,  N.  E.,  Atlanta,
Georgia.   The land and building are owned by a partnership of Gold Kist  and
Cotton  States Mutual Insurance Company in which partnership Gold  Kist  owns
54%  of the equity.  Gold Kist leases approximately 95,000 square feet of the
building from the partnership.

Poultry

     The poultry processing plants operated as Gold Kist facilities in fiscal
2001 are located at Boaz, Russellville, Trussville and Guntersville, Alabama;
Athens,  Douglas, Ellijay and Carrollton, Georgia; Live Oak, Florida; Sumter,
South  Carolina;  and Sanford and Siler City, North Carolina.   These  plants
have  an  aggregate weekly processing capacity of approximately 14.4  million
broilers  and  400,000  cornish  game hens.   The  plants  are  supported  by
hatcheries  located  at  Albertville, Crossville, Cullman,  Curry,  Ranburne,
Russellville, and Scottsboro, Alabama; and Blaine, Bowdon, Calhoun, Commerce,
Carrollton,  Douglas, and Talmo, Georgia; Live Oak, Florida; Siler  City  and
Staley, North Carolina; and Sumter, South Carolina.  These hatcheries have an
aggregate weekly capacity (assuming 85% hatch) of approximately 15.3  million
chicks.   Additionally, Gold Kist operates twelve feed mills to  support  its
poultry   operations;  the  mills  have  an  aggregate  annual  capacity   of
approximately  4.7 million tons and are located in Guntersville,  Pride,  and
Jasper, Alabama; Ambrose, Calhoun, Cartersville, Commerce, and Waco, Georgia;
Live  Oak,  Florida;  Sumter, South Carolina; and Bonlee  and  Staley,  North
Carolina.

    The Association operated six separate distribution centers in fiscal 2001
in its sales and distribution of poultry products:  Tampa, Pompano Beach, and
Crestview,  Florida;  Nashville,  Tennessee;  Mt.  Sterling,  Kentucky;   and
Cincinnati, Ohio.

     Gold  Kist  currently  operates  four pork  production  centers.   These
production facilities include a gilt production center in Stephens,  Georgia;
two gilt and pork production centers located at Kingston, Georgia; and a boar
and pork production center headquartered in Stephens, Georgia.

     The  Association  holds all of the facilities  in  fee  except  for  the
corporate  headquarters  building  (lease expires  June  30,  2004);  poultry
distribution  facilities at Tampa, Florida (lease expires May 14,  2005)  and
Nashville  (lease  expires  December 31,  2001)  Tennessee;  and  Crossville,
Alabama, poultry hatchery facility (lease expires February 23, 2088).



                    ENVIRONMENTAL AND REGULATORY MATTERS

     Processing  plants  such as those operated by Gold  Kist  are  potential
sources  of  emissions into the atmosphere and, in some  cases,  of  effluent
emissions  into streams and rivers.  Presently, management does not  know  of
any  material capital expenditures for environmental control facilities  that
will  be necessary for the remainder of the current fiscal year and the  next
fiscal  year  in  order to comply with current statutes and regulations.   On
January  29, 1992, the United States Environmental Protection Agency  ("EPA")
sent General Notice Letters designating Gold Kist and several other companies
as  potentially  responsible  parties  ("PRP's")  for  alleged  environmental
contamination at an Albany, Georgia site previously owned by Gold Kist.  Gold
Kist  has  responded to the General Notice Letter denying liability  for  the
contamination.   Gold Kist is unable to estimate at this  time  the  cost  of
compliance, if any, to be required of Gold Kist for the location.  Management
believes that the potential cost of compliance for Gold Kist would not have a
material effect on Gold Kist's financial condition or results of operations.

     The  Georgia Environmental Protection Division ("GEPD") has  listed  the
site  of  the former Gold Kist chemical blending facility in Cordele, Georgia
on Georgia's Hazardous Sites Inventory list under the State's Hazardous Sites
Response  Act  due  to  the  presence of pesticide residue  above  regulatory
standards.   Gold  Kist  sold  this facility in  1985.   Remediation  may  be
required  in  the  future to meet regulatory clean-up standards.   Since  the
extent of the conditions at the site have not been completely defined at this
time,  Gold Kist is unable to estimate cost of the compliance to be  required
of  Gold Kist for this location.  Management believes that the potential cost
of  compliance for Gold Kist would not have a material effect on Gold  Kist's
financial condition or results of operations.

     The  regulatory powers of various federal and state agencies,  including
the  federal  Food and Drug Administration, apply throughout the agricultural
industry, and many of Gold Kist's products and facilities are subject to  the
regulations of such agencies.

                               HUMAN RESOURCES

    Gold Kist has approximately 18,000 employees during the course of a year.
Gold  Kist's  processing  facilities operate year round  without  significant
seasonal  fluctuations in manpower requirements.  Gold Kist has approximately
3,500   employees  who  are  covered  by  collective  bargaining  agreements.
Employee relations are considered to be generally satisfactory.

                              PATRONAGE REFUNDS

     The  By-Laws  of  Gold Kist provide that Gold Kist shall  operate  on  a
cooperative  basis.   After the close of each fiscal year,  the  net  taxable
margins  of  Gold Kist for that year from business done with  or  for  member
patrons  (patronage  margins)  are  computed  and,  after  deductions  for  a
reasonable  reserve  for  permanent non-allocated equity  and  after  certain
adjustments, these margins are distributed to members as patronage refunds on
the  basis  of their respective patronage (business done with or through  the
Association) during that year.  Upon the determination of the total patronage
refund  for  any  fiscal  year, this amount is allocated  among  the  several
operations  of  Gold  Kist  or  one or more groups  of  such  operations,  as
determined by the Board of Directors in light of each operation's or  group's
contribution for the year.

     Patronage  refunds  are distributed in the form of either  qualified  or
nonqualified  written  notices of allocation  (as  defined  for  purposes  of
Subchapter T of the Internal Revenue Code).  If qualified notices  are  used,
at  least 20% of each patronage refund is distributed in cash or by qualified
check   (as  defined  in  the  Internal  Revenue  Code)  with  the  remainder
distributed  in  patronage  dividend  certificates  or  written  notices   of
allocated reserves, or any combination of these forms.  A distribution  to  a
patron  made in the form of a qualified notice must be included in his  gross
income,  at  its  stated  dollar amount, for the taxable  year  in  which  he
receives  the  distribution.  If nonqualified notices are  distributed,  less
than  20% of the refund can be distributed in cash or by qualified check  and
the patron is not required to include in gross income the noncash portion  of
the  allocation.   See  Notes 1(g) and 6 of Notes to  Consolidated  Financial
Statements.

     The  deduction  for  unallocated reserves  and  retention  of  allocated
reserves  provide means whereby the current and active members of  Gold  Kist
may  finance the Association's continuing operations.  Each fiscal year,  the
members  are  notified by Gold Kist of the amounts, if any,  by  which  their
equity   accounts  have  been  credited  to  reflect  their  allocated,   but
undistributed, portion of the patronage refunds.  Allocated reserves  may  be
retired  and  distributed to members only at the discretion of the  Board  of
Directors  in  the  order  of  retention by years,  although  the  Board  may
authorize  the  retirement  of small aggregate  amounts  (not  in  excess  of
$100.00)  of  reserves  or  the retirement of reserves  in  individual  cases
without  regard  to how long they have been outstanding.  Allocated  reserves
bear  no  interest  and  are subordinate in the event of  insolvency  of  the
Association  to  outstanding  patronage  dividend  certificates  and  to  all
indebtedness of Gold Kist.

                               INCOME TAXATION

     As a cooperative association entitled to the provisions of Subchapter  T
of  the  Internal  Revenue Code, Gold Kist does not pay tax  on  net  margins
derived  from  member  patronage transactions which are  distributed  to  the
members  by  check or in the form of qualified written notices of  allocation
within  8-l/2  months of the close of each fiscal year.  To the  extent  that
Gold  Kist distributes nonqualified written notices of allocation, has income
from  transactions with nonmembers or has income from non-patronage  sources,
it  will  be taxed at the corporate rate.  See Notes l (g) and 7 of Notes  to
Consolidated Financial Statements.

    Gold Kist has subsidiaries which are not cooperatives, and all the income
of these subsidiaries is subject to corporate income taxes.


Item 2.  Properties.

    The principal facilities used in the Association's business are described
in   Item  1.  Business  (and  Properties).   Management  believes  that  the
facilities  are  adequate  and suitable for their  respective  uses  and  the
Association's  current intended operations.  There are no material  liens  or
encumbrances on the properties owned by the Association except for  mortgages
on  all  of  the  Association's poultry facilities to secure  certain  credit
facilities  with  the  Association's  lenders.   See  Note  4  of  Notes   to
Consolidated Financial Statements.


Item 3.  Legal Proceedings.

      The  Association  is  a  party  to  various  legal  and  administrative
proceedings,  all  of which management believes constitute  ordinary  routine
litigation incident to the business conducted by the Association, or are  not
material in amount.


Item 4.  Submission of Matters to a Vote of Security Holders.

     No  matter  was submitted during the fourth quarter of the  fiscal  year
covered by this report to a vote of security holders.




                                   PART II


Item  5.   Market  for  Registrant's Common Equity  and  Related  Stockholder
Matters.

     There is no market for Gold Kist equity.



Item 6.   Selected Financial Data.


              SELECTED CONSOLIDATED FINANCIAL DATA

      The  selected  consolidated financial data presented  below  under  the
captions "Consolidated Statement of Operations Data" for each of the years in
the  five-year  period  ended June 30, 2001 and "Consolidated  Balance  Sheet
Data"  as  of June 28, 1997, June 27, 1998, June 26, 1999, July 1,  2000  and
June  30, 2001 are derived from the consolidated financial statements of Gold
Kist Inc. and subsidiaries.  The consolidated financial statements as of July
1,  2000 and June 30, 2001 and for each of the years in the three-year period
ended  June  30,  2001, and the report thereon of KPMG LLP,  which  is  based
partially  upon the report of other auditors, are included elsewhere  herein.
The   information  set  forth  below  should  be  read  in  conjunction  with
Management's  Discussion and Analysis of Consolidated Results  of  Operations
and   Financial  Condition  and  the  aforementioned  consolidated  financial
statements, the related notes and the auditors' reports.


<TABLE>
<CAPTION>
                                 For Fiscal Years Ended (000's omitted)
                             June  28, June 27,  June 26,  July 1,  June 30,
Consolidated Statement of      1997      1998      1999      2000     2001
Operations Data:
<S>                         <C>        <C>       <C>       <C>       <C>
Net sales volume (A)        $1,709,661 1,704,857 1,822,708 1,770,453 1,810,755
Margins (loss) from
 continuing operations     $    10,870   (57,036)   69,361   (26,086)   33,066

(A). Amounts have been reclassed to apply the provisions of Emerging Issues
     Task Force Issue 00-10.
</TABLE>
<TABLE>
<CAPTION>
                                            As of (000's omitted)
                             June 28,  June 27,  June 26,  July 1,  June 30,
Consolidated Balance Sheet     1997      1998      1999      2000     2001
Data:
<S>                         <C>        <C>       <C>       <C>       <C>
Total assets                $1,051,813 1,080,655  814,137  881,290   870,056
Long-term liabilities       $  301,190   376,553  275,408  331,837   322,289
Patrons' and other equity   $  346,075   234,006  279,367  239,490   272,550
</TABLE>



Item  7.   Management's  Discussion and Analysis of Financial  Condition  and
Results of Operations.


                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         CONSOLIDATED RESULTS OF OPERATIONS AND FINANCIAL CONDITION

   The  nature  of  the poultry industry in general is such that  supply  and
demand  market  forces  exert  a significant amount  of  influence  over  the
operations of firms engaged in these businesses.  Prices of commodities react
directly  to  worldwide supply and demand.  Additionally, demand for  poultry
and  costs  of  other agricultural products utilized by Gold Kist  are  often
influenced by supplies and prices of alternative products.

   Agriculture is generally cyclical in nature.  Commodities marketed by Gold
Kist on behalf of its members are subject to fluctuations in price, based  on
supply  of the farm commodities and demand for the raw or processed products.
Commodity  prices  are  also sensitive to interest  rates,  with  high  rates
generally  tending  to depress market prices, and to worldwide  economic  and
political factors.

   As  with  other  perishable commodity businesses, the  integrated  poultry
industry  has demonstrated varying levels of profitability, and to  a  lesser
extent,  losses  over its  forty-year history.  The following  addresses  the
various  factors  that have influenced poultry industry profitability  during
the past five years.  Average market prices for broilers during 1997 remained
at  relatively  high  levels  as compared to historical  averages.   However,
during the May-June 1997 period, market prices declined below 1996 levels  as
a  result of the increase in industry production.  Export prices for  broiler
leg-quarters declined substantially in 1997 as a result of disruptions in the
Russian markets.  Although market prices for broiler products strengthened in
the fourth quarter of 1998, average market prices for 1998 were approximately
4.0%  lower  than in 1997.  Favorable broiler market prices continued  during
the  first  half of fiscal 1999 as a result of industry-wide live  production
problems  that restricted broiler supplies.  Broiler prices weakened  in  the
second  half  of  1999  as  a result of a cessation of  the  live  production
problems.   Market prices for poultry dark meat were weak during  1999  as  a
result  of the Russian and Asian economic crises that began during the summer
of  1998.  Depressed broiler prices continued through 2000 and most  of  2001
due  to  increased production levels and the large supply of competing  meats
(pork  and beef).    According to the U.S. Department of Agriculture's (USDA)
World  Agricultural  Outlook Board, the forecast for  calendar  2001  broiler
production  is  30.47 billion pounds, ready-to-cook weight, approximately  1%
above  the  30.21  billion  level in 2000.  The estimate  for  calendar  2002
production is 31.16 billion pounds, 2.3% over the 2001 forecast.

   Generally,  the  cost  of feed grains, primarily corn  and  soybean  meal,
represents  approximately  fifty percent of total  broiler  production  costs.
During 1997, average cash market prices for corn declined 14% as a result  of
the favorable 1996 harvest.  However, soybean meal average cash market prices
increased  approximately 26% for 1997 as compared to  1996  as  a  result  of
strong  demand  and lower carryover stocks.  Average cash market  prices  for
corn  and soybean meal declined 18% and 20%, respectively, during 1998  as  a
result  of  the  favorable 1997 harvest and reduced exports  of  agricultural
commodities.   In 1999, average cash market prices for corn and soybean  meal
declined  20%  and  34%, respectively, as a result of  favorable  U.S.  grain
production  and  the  decline in world demand for feed  grains.   Feed  grain
prices generally held steady or slightly above these levels through 2000  and
2001.   Corn and soybean meal prices are expected to increase in 2002 due  to
stronger worldwide demand and lower ending stocks.

   Poultry  export  sales for 1999, 2000 and 2001 were $40.9  million,  $48.8
million  and $68.8 million, respectively. During 1999, export sales  declined
as  a  result of lower market prices for poultry and the economic  crises  in
Southeast Asia and Russia.  Starting in 2000, export markets strengthened  as
demand  from  Russia increased due to changes in import tariffs and  improved
economic  conditions  due  to the rise in world  oil  prices,  which  led  to
increased  consumption.  Increased demand continued through 2001 due  to  the
ban  on  red meat imports from the European Union leading to the 41% increase
in  export  sales  over  2000.   Export sales of  poultry  products  will  be
influenced  by  credit availability to foreign countries  and  political  and
economic stability, particularly in Russia, Eastern Europe and the Far East.

   In  May  1998,  the  Association's Board of Directors adopted  a  plan  to
discontinue  operations  of  the  Agri-Services  segment.   Accordingly,  the
operating  results  of  the Agri-Services segment, including  provisions  for
losses  during  the  phase out period, have been segregated  from  continuing
operations  and  reported separately in the Statements  of  Operations.   See
Notes  1  and  11  of  Notes  to  Consolidated  Financial  Statements.    The
Association's continuing operations are principally comprised of its  poultry
operations.   The  discussion  and analysis of  results  of  operations  that
follows  relates  solely to the continuing operations of the Association  for
each of the years in the three-year period ended June 30, 2001.

                            Results of Operations

  Fiscal 2000 Compared to Fiscal 1999

   The  Association's accounting cycle resulted in 53 weeks of operations  in
the year ended July 1, 2000 as compared to 52 weeks of operations in the year
ended June 26, 1999.

   Net sales volume of $1.77 billion for 2000 decreased approximately 2.9% or
$52  million as compared to 1999. The net sales volume decrease was primarily
the  result of a 7.5% decrease in average selling prices, which was partially
offset by a 3.7% increase in pounds of poultry sold.  Management believes the
decline  in sales prices is a result of an industry-wide increase in  poultry
production coupled with large supplies of competing meats (pork and beef).

  The Association had a net operating loss of approximately $21.0 million for
2000  as compared to net operating margins of $121.9 million for 1999.   Cost
of sales increased $84.7 million or 5.2% as compared to 1999.  The decline in
net  operating  margins was due primarily to the decrease  in  broiler  sales
prices  discussed  above  and increases in field  production  and  processing
costs.  These increases were partially offset by lower feed ingredient costs.
Feed  ingredient costs declined 3.3% in 2000 as compared to 1999.  Management
believes  lower feed ingredient prices reflect the continuation of weak  U.S.
grain exports and favorable grain harvests during the past three years.   The
Association's  pork division posted an operating margin of  $86  thousand  as
compared to operating losses of $6.7 million for 1999.

   The  increase in distribution, administrative and general expenses in 2000
reflected additions to the allowance for doubtful accounts resulting  from  a
customer bankruptcy, the additional week of operations in 2000, and the costs
associated  with the centralization of the sales and marketing  functions  of
the poultry operations in July 1999.

   The  components included in other deductions totaled $27.2 million in 2000
as  compared to $18.4 million in 1999.  Interest and dividend income of  $8.3
million in 2000 included income from the preferred securities purchased  from
Southern States in October 1999 of $5.8 million.  Interest expense was  $30.4
million  for  2000  as  compared to $26.0 million for  1999.   The  increases
primarily reflected higher average borrowings necessary to fund the  purchase
of  Southern  States  securities for $98.6 million in October  1999  and  the
repurchase  of  $25.7  million of accounts and  crop  notes  receivable  from
Southern  States  in  September 1999.  See Note 11 of Notes  to  Consolidated
Financial  Statements.  In addition, borrowings increased during  2000  as  a
result of cash used to fund operating losses.  Equity in loss of affiliate of
$4.4  million  represented the Association's pro rata share of Golden  Peanut
Company's  loss for 2000.  This compared to the $188 thousand pro rata  share
of  the  affiliate's  earnings for 1999.  Golden Peanut  Company's  loss  for
fiscal  2000  resulted from litigation related expenses and inventory  write-
downs.   The Association's pro rata share of the litigation expense was  40%,
as  compared  to  the current 25% equity interest, which  was  the  ownership
percentage at the time of the events giving rise to the litigation.  See Note
10(b) of Notes to Consolidated Financial Statements.  Miscellaneous, net  was
a  deduction of $657 thousand for 2000 as compared to income of $4.7  million
for  1999.  Miscellaneous, net for 2000 includes losses of $4.7 million  from
the  Association's ownership interest in a company engaged in the manufacture
and  distribution of fertilizer additives.  An insurance settlement  of  $3.9
million,   representing  the  recovery  of  product  theft  losses   at   the
Association's  South  Carolina  poultry  complex,  was  received   in   2000.
Miscellaneous,  net  also included a $615 thousand  gain  in  2000  from  the
Association's ownership interest in a pecan processing and marketing  company
as  compared  to an $824 thousand gain in 1999.  Income from a  hog  grow-out
joint venture with another regional cooperative was $775 thousand as compared
to a loss of $827 thousand in 1999.

   For  2000 and 1999, the Association's combined federal and state effective
income  tax  rates  were  (46)% and 33%, respectively.   Income  tax  expense
(benefit) for the periods presented reflects income taxes at statutory  rates
adjusted  for  available  tax credits and deductible patronage  payments,  if
applicable.  See Note 7 of Notes to Consolidated Financial Statements.

   In  response to the adverse operating conditions experienced in 2000,  the
Association implemented a profit recovery plan, including cut backs  in  live
broiler production, reduction in plant operating hours, salary reductions for
senior   management   and   salary  freezes  for   salaried   employees.    A
curtailment/reduction  in  certain benefit plans  was  also  instituted  with
increased cost shifting to employees.

  Fiscal 2001 Compared to Fiscal 2000

   For  2001,  net sales increased 2.3% from $1.77 billion in the  comparable
period last year to $1.81 billion in the current year.  The increase was  due
primarily  to  a  1.4%  improvement in average  selling  prices  and  a  1.1%
improvement in processing yield, partially offset by the additional  one-week
period  in  fiscal 2000 and a 4.6% reduction in live weight pounds processed.
On a comparable per week basis, net sales increased 4.2% for 2001 as compared
to 2000.  Poultry selling prices continue to be depressed by an excess supply
of  poultry  and  other competing meats such as beef and pork.   A  temporary
reduction  in  broiler  placements beginning  in  the  first  fiscal  quarter
moderately reduced the rate of growth in broiler supplies and contributed  to
an improvement in selling prices.

   The  Association had net operating margins of $65.5 million  for  2001  as
compared to a net operating loss of $21 million in 2000.  The increase in net
operating  margins  was  due primarily to the $33.7  million  gain  from  the
curtailment  of the post retirement medical benefit plan and related  pension
plan   settlements  (see  Note  8(b)  of  Notes  to  Consolidated   Financial
Statements) and improved poultry selling prices.  Lower cost of sales in 2001
reflects  the one-week reduction in the reporting period from the prior  year
and  the receipt in 2001 of $6.4 million representing Gold Kist's share as  a
class claimant in the vitamin antitrust class action litigation.  However,  a
1%  increase in average feed costs and higher processing expenses and  energy
costs  partially offset these factors. The Association's pork division posted
an operating margin of $2.4 million as compared to an operating margin of $86
thousand  for  2000.   The  impact of cost reductions  implemented  in  2001,
including  salary  freezes/reductions and benefit program changes,  partially
offset  the  increase in distribution, administrative and  general  expenses.
The   increase   was   principally  due  to  higher  incentive   compensation
attributable to the earnings improvement in 2001.

   The  components  in  other deductions totaled $19.2  million  in  2001  as
compared  to $27.2 million in 2000.  Interest and dividend income  was  $11.5
million for 2001 as compared to $8.3 million for 2000.  The increase was  due
to  the  receipt of the interest and dividends for the full 2001 period  from
the  Southern  States  preferred securities, which were acquired  in  October
1999.   Interest  expense was $40.1 million for 2001  as  compared  to  $30.4
million  for  2000, an increase of 32%.  The increase was  caused  by  higher
average  interest rates and loan balances, and expenses/fees related  to  the
senior secured credit agreement established November 3, 2000.   See Note 4 of
Notes  to Consolidated Financial Statements.  Equity in earnings of affiliate
of  $10  million  represented  the Association's  share  of  Golden  Peanut's
earnings  for 2001 in accordance with the membership agreement.  The earnings
were   principally  attributable  to  the  reversal  of  previously   accrued
litigation expense due to a judgment that was vacated by the Georgia Court of
Appeals in March 2001 and improved peanut market prices.  This compared to  a
$4.4  million  share  of  the affiliate's loss for 2000  due  principally  to
accrued litigation expenses related to the judgment that was vacated in 2001.
See Note 10(b) of Notes to Consolidated Financial Statements.  Miscellaneous,
net  was a deduction of $581 thousand for 2001 as compared to a deduction  of
$657  thousand  for  2000.   For 2001, miscellaneous,  net  included  a  $340
thousand loss from the Association's ownership interest in a pecan processing
and  marketing company as compared to a $615 thousand gain for 2000.   Income
from  a hog grow-out joint venture with another regional cooperative was $2.1
million  in  2001 as compared to $775 thousand in 2000.  Strong increases  in
hog market prices gave rise to this improvement.

  The combined federal and state effective tax rate for 2001 was 29% compared
to  (46)%  in  2000.   Income tax expense for the periods presented  reflects
income taxes at statutory rates adjusted for available tax credits, dividends
received deductions and deductible nonqualified equity redemptions.  See Note
7 of Notes to Consolidated Financial Statements.

                             Financial Condition

Liquidity and Capital Resources

   The  Association's liquidity is dependent upon funds from  operations  and
external  sources of financing.  The principal source of external  short-term
financing  is  a  secured committed credit facility.   In  August  1998,  the
Association  refinanced  its $440 million secured committed  credit  facility
with  a $500 million credit agreement with a commercial bank that included  a
secured  $125  million  364-day line of credit  commitment,  a  secured  $125
million  three-year  revolving credit facility and a $250 million  three-year
unsecured  bridge  facility.  Upon the consummation of the  sale  of  certain
assets  of  the  Agri-Services segment in October 1998, the bridge  loan  was
repaid.   See  Notes 1 and 11 of Notes to Consolidated Financial  Statements.
In   1998,  the  Association  obtained  a  $50  million  term  loan  from  an
agricultural credit bank and a $69.9 million rolling four-month  equity  swap
arrangement  with a commercial bank.  The equity swap was reset in  1999  for
$58.1  million, in 2000 for $42.9 million and in 2001 for $55.2 million.   In
December  1999,  the Association reduced its $250 million  secured  committed
credit  facility to $200 million and in July 2000 increased the  facility  to
$220  million.   The  facility included a three-year $120  million  revolving
credit commitment and a $100 million 364-day line of credit commitment.

   On  November  3, 2000, the Association established a $240  million  Senior
Secured  Credit Facility with a group of financial institutions that includes
a  $100 million 364-day revolving line of credit, a $95 million two-year term
loan, and a $45 million five-year term loan.  The interest rates on the  364-
day  and  two-year  term facilities range from 2.25% to 3%  over  the  London
Interbank Offered Rate (LIBOR), adjusted quarterly based on the Association's
financial condition.  The weighted average rate on these facilities was 6.98%
at  June 30, 2001.  The interest rate on the five-year term loan was fixed at
10.57%.  The Association's senior notes, senior secured credit facilities and
term  loan with an agricultural credit bank are secured by substantially  all
of  the  Association's  inventories, receivables,  and  property,  plant  and
equipment.  At June 30, 2001, the Association had unused loan commitments  of
$57  million.  See Note 4 of Notes to Consolidated Financial Statements.  The
Association  is in the process of refinancing the 364-day revolving  line  of
credit and the two-year term loan.  Commitments in the amount of $110 million
for  the  364-day revolving line of credit and $95 million for  the  two-year
term  loan  were accepted from a group of financial institutions on September
24,  2001.  Terms and conditions of the line of credit and the term loan will
be  essentially unchanged from those of the November 3, 2000 agreement.   The
transaction is expected to close in October 2001.

   Covenants  under  the  terms of the loan agreements with  lenders  include
conditions that could limit short-term and long-term financing available from
various  external  sources.   The terms of debt  agreements  specify  minimum
consolidated   tangible  net  worth,  current  ratio   and   coverage   ratio
requirements,  as  well as a limitation on the total debt  to  total  capital
ratio.   The  debt  agreements place a limitation  on  capital  expenditures,
equity distributions, cash patronage refunds, commodity hedging contracts and
additional loans, advances or investments.  At June 30, 2001, the Association
was in compliance with all applicable loan covenants.  See Note 4 of Notes to
Consolidated Financial Statements.

   In October 1998, the Association completed the sale of assets of the Agri-
Services  segment  to Southern States.  In order to resolve the  post-closing
valuation  process,  the Association agreed in September 1999  to  repurchase
from  Southern States approximately $34.5 million of accounts and crop  notes
receivable.  The agreement resulted in a final settlement payment to Southern
States  of  approximately  $21.2 million in  September  1999.   In  order  to
complete  the transaction with Southern States, the Association committed  to
purchase from Southern States, subject to certain terms and conditions, up to
$100 million principal amount of preferred securities if Southern States  was
unable  to  market the securities to other purchasers.  In October 1999,  the
Company  purchased  for $98.6 million the $100 million  principal  amount  of
preferred  securities  as  required  under  the  commitment.   The  preferred
securities  carry a  current weighted average dividend rate  of  8.5%.   Gold
Kist  is permitted to sell the preferred securities, which are classified  as
noncurrent  investments  in  the accompanying  consolidated  balance  sheets,
pursuant  to  applicable securities regulations.  See Note  11  of  Notes  to
Consolidated Financial Statements.

   In 1999, the operating activities of continuing operations provided $156.2
million  in cash as a result of the improvement in poultry operating margins.
Net  cash from investing activities reflected proceeds of $218.3 million from
the  sale  of the Agri-Services segment.  Cash flow from investing activities
included  $14.2 million from the sale of loans and disposals of  investments.
The  proceeds from these activities were used to repay short-term  borrowings
and  long-term  debt, which included maturing Subordinated Certificates.   In
addition,  cash  uses included the funding of capital expenditures  of  $31.9
million and net equity redemptions of $5.6 million.

   In  2000,  the  operating activities of continuing  operations  used  $7.8
million in cash as a result of the net operating loss caused by the depressed
poultry  market  conditions.  Net cash used in investing activities  included
the  purchase  of  the Southern States securities for $98.6 million  and  the
repurchase of accounts and crop notes receivable from Southern States  for  a
net  amount of $20.5 million.  See Note 11 of Notes to Consolidated Financial
Statements.  In addition, cash was used to fund capital expenditures of $29.9
million  and  to  pay  patronage refunds and net equity redemptions  of  $4.3
million.   Existing  cash  balances  and increases  in  short  and  long-term
borrowings were used to fund these expenditures.

   In  2001,  cash  provided by operating activities  was  $71.9  million,  a
significant   improvement  from  2000.   Operating  cash  flow  provided   by
depreciation  and amortization expense and reductions in current  assets  was
partially  offset  by  the  noncash gain from the  curtailment  of  the  post
retirement medical plan and related pension plan settlements, and the  equity
in  the undistributed earnings of Golden Peanut Company.  The net cash  flows
from  operating  activities, along with additional net long-term  borrowings,
was used to repay the single installment senior note of $20 million and short-
term  borrowings, which included maturing Subordinated Certificates,  and  to
fund  capital asset expenditures of $33.5 million and net equity  redemptions
of $5.9 million.

   Working  capital  and patrons' and other equity were  $121.1  million  and
$272.6  million, respectively, at June 30, 2001 as compared to $23.8  million
and  $239.5 million, respectively, at July 1, 2000.  The increase in  working
capital   reflected   the   decrease   in   current   liabilities   and   the
reclassification of certain investments to current assets.  In  keeping  with
its  strategy  to  divest  non-core assets, the  Association  liquidated  its
investment  in  Golden Peanut Company, LLC on August 30, 2001  and  plans  to
liquidate  the  investment in the marketable equity security  over  the  next
twelve  months.  The increase in patrons' equity reflected the  $8.8  million
increase  in value of the marketable equity security, net of tax,  and  $33.1
million in net margins.

   The Association plans capital expenditures of approximately $45 million in
2002  that primarily include expenditures for expansion of further processing
capacity and technological advances in poultry production and processing.  In
addition,  planned capital expenditures include other asset improvements  and
necessary  replacements.  Management intends to finance planned 2002  capital
expenditures  and related working capital needs with existing cash  balances,
cash  expected  to  be  provided from operations, additional  borrowings  and
liquidation  of  investments  as needed.  In 2002,  management  expects  cash
expenditures  to  approximate  $5 million for equity  distributions,  net  of
insurance  proceeds.   In connection with the sale of  assets  of  the  Agri-
Services  segment to Southern States during 1999, Gold Kist discontinued  the
sale of Subordinated Certificates.  The Association believes cash on hand and
cash  equivalents  at  June 30, 2001 and cash expected to  be  provided  from
operations,  in  addition  to  borrowings available  under  committed  credit
arrangements,  will  be sufficient to maintain cash flows  adequate  for  the
Association's operational objectives during 2002 and to fund the repayment of
outstanding Subordinated Certificates as they mature.

Important Considerations Related to Forward-Looking Statements

    It   should  be  noted  that  this  discussion  contains  forward-looking
statements, which are subject to substantial risks and uncertainties.   There
are  many factors which could cause actual results to differ materially  from
those  anticipated by statements made herein.  In light of  these  risks  and
uncertainties,  the Association cautions readers not to place undue  reliance
on  any forward-looking statements.  The Association undertakes no obligation
to  publicly  update or revise any forward-looking statements  based  on  the
occurrence of future events, the receipt of new information or otherwise.

   Among the factors that may affect the operating results of the Association
are  the  following:  (i) fluctuations in the cost and  availability  of  raw
materials,  such  as feed grain costs; (ii) changes in the  availability  and
relative  costs  of labor and contract growers; (iii) market  conditions  for
finished  products, including the supply and pricing of alternative proteins;
(iv) effectiveness of sales and marketing programs; (v) risks associated with
leverage, including cost increases due to rising interest rates; (vi) changes
in   regulations  and  laws,  including  changes  in  accounting   standards,
environmental laws and occupational, health and safety laws; (vii) access  to
foreign markets together with foreign economic conditions; and (viii) changes
in general economic conditions.

Effects of Inflation

   The major factor affecting the Association's net sales volume and cost  of
sales  is  the change in commodity market prices for broilers, hogs and  feed
grains.   The  prices  of  these commodities are  affected  by  world  market
conditions  and  are volatile in response to supply and demand,  as  well  as
political  and economic events.  The price fluctuations of these  commodities
do not necessarily correlate with the general inflation rate.  Inflation has,
however, affected operating costs such as labor, energy and material costs.

Future Accounting Requirements

   In  July  2001,  the  Financial  Accounting  Standards  Board  issued  two
statements,  SFAS  141  on  Business Combinations  and  SFAS  142  addressing
Goodwill and Intangible Assets.  The statement on Business Combinations  will
require  the  use  of  the  purchase method of accounting  for  all  business
combinations  initiated after June 30, 2001.  The Company does not  have  any
pending acquisitions or mergers as of June 30, 2001.

   The statement on Goodwill and Intangible Assets will require that goodwill
no longer be amortized instead it will be periodically tested for impairment.
The  Statement  will  apply  to  existing  goodwill  and  intangible  assets,
beginning  with  fiscal years starting after December  15,  2001  with  early
adoption permitted for companies with a fiscal year beginning after March 15,
2001, for which first quarter financial statements have not been issued.  The
Company has approximately $20 million of goodwill included in other assets in
the  accompanying  consolidated balance sheet at June 30,  2001  with  annual
amortization  of $1.2 million.  The Company is in the process  of  evaluating
the  financial  statement  impact of the SFAS 142, including  the  period  of
adoption.


Item 7A.    Quantitative And Qualitative Disclosure About Market Risks.

Market Risk

   The  principal  market  risks affecting the Association  are  exposure  to
changes  in commodity prices and interest rates on borrowings.  Although  the
Company  has  international net sales volume and related accounts  receivable
for  foreign  customers, there is no foreign currency exchange  risk  as  all
sales are denominated in United States dollars.

Commodities Risk

  The Association is a purchaser of certain agricultural commodities used for
the manufacture of poultry feeds.  The Association uses commodity futures and
options  for  economic  hedging purposes to reduce  the  effect  of  changing
commodity  prices  and  to  ensure supply  of  a  portion  of  its  commodity
inventories  and  related  purchase  and sale  contracts.   Feed  ingredients
futures  and option contracts, primarily corn and soybean meal, are accounted
for  at market.  Changes in fair value on these commodity futures and options
are  recorded  as  a  component of product cost in earnings.   Terms  of  the
Association's committed secured credit facility limit the use of cash forward
contracts  and  commodities futures and options transactions.   At  June  30,
2001,  the  notional amounts and fair value of the Association's  outstanding
commodity futures and options positions were not material.


Item 8.    Financial Statements and Supplementary Data.


                             INDEX

FINANCIAL STATEMENTS:                                    Page

 GOLD KIST INC.
 CONSOLIDATED FINANCIAL STATEMENTS:
 Independent Auditors' Reports                              17
 Consolidated Balance Sheets as of July 1, 2000 and
   June 30, 2001                                            19
 Consolidated Statements of Operations for the years
   ended June 26, 1999, July 1, 2000 and June 30, 2001      20
 Consolidated Statements of Patrons' and Other Equity
   and Comprehensive Income (Loss) for the years
   ended June 26, 1999, July 1, 2000 and June 30, 2001      21
 Consolidated Statements of Cash Flows for the years
   ended June 26, 1999, July 1, 2000 and June 30, 2001      22
 Notes to Consolidated Financial Statements                 23

FINANCIAL STATEMENT SCHEDULES
(Included in Part IV of this Report):

 FINANCIAL STATEMENT SCHEDULE:
 Valuation Reserves and Qualifying Accounts for the
   years ended June 26, 1999, July 1, 2000 and
   June 30, 2001                                            42


                        INDEPENDENT AUDITORS' REPORT


The Board of Directors
Gold Kist Inc.:

    We have audited the accompanying consolidated balance sheets of Gold Kist
Inc.  and subsidiaries as of July 1, 2000 and June 30, 2001, and the  related
consolidated  statements  of  operations,  patrons'  and  other  equity   and
comprehensive  income (loss), and cash flows for each of  the  years  in  the
three-year  period ended June 30, 2001, as listed in the accompanying  index.
In  connection  with our audits of the consolidated financial statements,  we
also  have  audited  the  financial  statement  schedule  as  listed  in  the
accompanying  index.  These consolidated financial statements  and  financial
statement  schedule are the responsibility of the Company's management.   Our
responsibility  is  to  express  an opinion on these  consolidated  financial
statements and financial statement schedule based on our audits.  We did  not
audit the consolidated financial statements of Golden Peanut Company, LLC and
Subsidiaries,  an  investment  accounted  for  using  the  equity  method  of
accounting,  as  described  in  Note  10(b)  to  the  consolidated  financial
statements.  The consolidated financial statements of Golden Peanut  Company,
LLC  and  Subsidiaries were audited by other auditors whose report  has  been
furnished  to  us,  and  our opinion, insofar as it relates  to  the  amounts
included for Golden Peanut Company, LLC and Subsidiaries, is based solely  on
the report of the other auditors.

    We  conducted our audits in accordance with auditing standards  generally
accepted  in the United States of America.  Those standards require  that  we
plan  and perform the audit to obtain reasonable assurance about whether  the
financial  statements are free of material misstatement.  An  audit  includes
examining,  on a test basis, evidence supporting the amounts and  disclosures
in the financial statements.  An audit also includes assessing the accounting
principles  used  and significant estimates made by management,  as  well  as
evaluating the overall financial statement presentation.  We believe that our
audits  and the report of the other auditors provide a reasonable  basis  for
our opinion.

    In our opinion, based on our audits and the report of the other auditors,
the  consolidated financial statements referred to above present  fairly,  in
all  material  respects,  the  financial  position  of  Gold  Kist  Inc.  and
subsidiaries as of July 1, 2000 and June 30, 2001, and the results  of  their
operations  and  their  cash flows for each of the years  in  the  three-year
period  ended  June  30,  2001,  in  conformity  with  accounting  principles
generally accepted in the United States of America.  Also in our opinion, the
related  financial  statement schedule, when considered in  relation  to  the
basic consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.




                                   KPMG LLP


Atlanta, Georgia
September 7, 2001



                          REPORT OF INDEPENDENT AUDITORS



The Board of Directors
Golden Peanut Company, LLC

    We  have  audited the accompanying consolidated balance sheets of  Golden
Peanut Company, LLC and subsidiaries (the "Company") as of June 30, 2001  and
2000, and the related consolidated statements of operations, members' equity,
and  cash flows for each of the three years in the period ended June 30, 2001
(not  presented  separately  herein).  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

    We  conducted our audits in accordance with auditing standards  generally
accepted  in  the United States.  Those standards require that  we  plan  and
perform  the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement.  An audit includes  examining,
on  a  test  basis,  evidence supporting the amounts and disclosures  in  the
financial  statements.   An  audit  also includes  assessing  the  accounting
principles  used  and significant estimates made by management,  as  well  as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the consolidated financial  position  of  Golden
Peanut  Company,  LLC and subsidiaries at June 30, 2001  and  2000,  and  the
consolidated results of their operations and their cash flows for each of the
three  years in the period ended June 30, 2001, in conformity with accounting
principles generally accepted in the United States.


                                        Ernst & Young LLP


Atlanta, Georgia
August 31, 2001, except
for the fourth paragraph
of Note 11, as to which
the date is September 17, 2001

                               GOLD KIST INC.
                         CONSOLIDATED BALANCE SHEETS
                           (Amounts in Thousands)
<TABLE>
<CAPTION>
                                             July 1, 2000   June 30, 2001
                             ASSETS
<S>                                           <C>               <C>
Current assets:
 Cash and cash equivalents                    $   8,671          11,339
 Receivables, principally trade, less
  allowance for doubtful accounts of
  $4,041 in 2000 and $2,449 in 2001             106,698         106,997
 Inventories (note 2)                           183,061         175,054
 Deferred income taxes                           16,360          18,177
 Investments (note 10)                                -          72,002
 Other current assets                            18,924          12,735
  Total current assets                          333,714         396,304
Investments (notes 1(f) and 10)                 167,988         121,612
Property, plant and equipment, net
 (note 3)                                       239,188         230,167
Other assets                                    140,400         121,973
                                               $881,290         870,056


                     LIABILITIES AND EQUITY
Current liabilities:
 Notes payable and current maturities
  of long-term debt (note 4):
  Short-term borrowings                        $131,910          98,220
  Subordinated loan certificates                     40               -
  Current maturities of long-term debt           34,352          22,913
                                                166,302         121,133
 Accounts payable                                72,325          72,898
 Accrued compensation and related
  expenses                                       24,052          32,159
 Interest left on deposit (note 4)               11,528          11,900
 Other current liabilities                       35,756          37,127
  Total current liabilities                     309,963         275,217
Long-term debt, excluding current
 maturities (note 4)                            251,714         266,285
Accrued postretirement benefit costs
 (note 8(b))                                     58,407          32,143
Other liabilities                                21,716          23,861
  Total liabilities                             641,800         597,506
Patrons' and other equity (note 6):
 Common stock, $1.00 par value -
  Authorized 500 shares; issued and
  outstanding 30 in 2000 and 29 in 2001              30              29
 Patronage reserves                             197,520         189,278
 Accumulated other comprehensive income           8,165          15,450
 Retained earnings                               33,775          67,793
  Total patrons' and other equity               239,490         272,550
Commitments and contingencies
 (notes 4, 5, 6, 8, 9 and 10(b))
                                               $881,290         870,056

</TABLE>
        See accompanying notes to consolidated financial statements.



                               GOLD KIST INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Amounts in Thousands)
<TABLE>
<CAPTION>
                                                  Years Ended
                                 June 26, 1999   July 1, 2000  June 30, 2001
<S>                                <C>             <C>            <C>
Net sales volume                   $1,822,708      1,770,453      1,810,755
Cost of sales                       1,624,510      1,709,183      1,690,437
  Gross margins                       198,198         61,270        120,318
Distribution, administrative and
  general expenses                     76,258         82,297 	     88,507
Benefit plans curtailment and
  settlements gain
  (note 8(b))                               -	           -	     33,727
  Net operating margins (loss)        121,940        (21,027)        65,538
Other income (deductions):
  Interest and dividend income          2,833          8,262         11,459
  Interest expense                    (26,050)       (30,425)       (40,127)
  Equity in earnings (loss) of
     affiliate (note 10(b))               188         (4,393)        10,048
  Miscellaneous, net (note 10(a))       4,660           (657)          (581)
       Total other deductions         (18,369)       (27,213)       (19,201)
  Margins (loss) from continuing
     operations before income
     taxes                            103,571        (48,240)        46,337
Income tax expense (benefit)-
 (note 7)                              34,210        (22,154)        13,271
  Margins (loss) from continuing
     operations                        69,361        (26,086)        33,066
Discontinued operations (notes 7
  and 11) - loss on disposal of
  Agri-Services segment (less
  applicable income tax benefit
  of $(4.3) million for 1999)          (8,034)             -              -
  Net margins (loss)               $   61,327        (26,086)        33,066
</TABLE>
        See accompanying notes to consolidated financial statements.

                               GOLD KIST INC.
             CONSOLIDATED STATEMENTS OF PATRONS' AND OTHER EQUITY
                       AND COMPREHENSIVE INCOME (LOSS)
       For the Years Ended June 26, 1999, July 1, 2000 and June 30, 2001
                            (Amounts in Thousands)

<TABLE>
<CAPTION>
                                          Accumulated other
                                      comprehensive income (loss)
                                          Unrealized
                                         gain (loss)
                                              on
                                          marketable  Pension
                       Common  Patronage    equity   liability  Retained
                       Stock   reserves    security  adjustment earnings  Total
<S>                    <C>     <C>         <C>         <C>     <C>      <C>
June 27, 1998          $ 33    198,517      27,099     (176)     8,533   234,006
 Comprehensive income:
  Net margins for 1999    -     14,990           -        -     46,337    61,327
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))       -          -      (8,084)       -          -    (8,084)
  Additional minimum
   pension liability      -          -           -     (169)         -      (169)
 Total comprehensive
  income                                                                  53,074
 Cash portion of
  nonqualified
  patronage refund        -    (2,263)           -        -          -    (2,263)
 Redemptions and other
  changes                (2)   (7,164)           -        -      1,716    (5,450)
June 26, 1999            31   204,080       19,015     (345)    56,586   279,367
 Comprehensive loss:
  Net loss for 2000       -         -            -        -    (26,086)  (26,086)
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))       -         -      (10,268)       -          -   (10,268)
  Additional minimum
   pension liability      -         -            -     (237)         -      (237)
 Total comprehensive
  loss                                                                   (36,591)
 Redemptions and other
  changes                (1)   (6,560)           -        -      3,275    (3,286)
July 1, 2000             30   197,520        8,747     (582)    33,775   239,490
 Comprehensive income:
  Net margins for 2001    -         -            -        -     33,066    33,066
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))       -         -        8,812        -          -     8,812
  Additional minimum
   pension liability      -         -            -   (1,527)         -    (1,527)
 Total comprehensive
  income               		                                          40,351
 Redemptions and other
  changes                (1)   (8,242)           -        -  	   952    (7,291)
June 30, 2001        $   29   189,278       17,559   (2,109)    67,793   272,550
</TABLE>


           See accompanying notes to consolidated financial statements.

                               GOLD KIST INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Amounts in Thousands)
<TABLE>
<CAPTION>
                                                  Years Ended
                                   June 26, 1999  July 1, 2000 June 30, 2001
<S>                                   <C>           <C>           <C>
Cash flows from operating activities:
 Margins (loss) from continuing
  operations                          $ 69,361       (26,086)      33,066
 Non-cash items included in margins
  (loss) from continuing operations:
  Depreciation and amortization         40,979        43,312       42,747
  Benefit plans curtailment and
   settlements gain                          -             -      (33,727)
  Equity in (earnings) loss of
   affiliate                              (188)        4,393      (10,048)
  Deferred income tax expense
   (benefit)                            10,460       (18,373)      13,589
  Other                                   (988)        2,855        1,254
 Changes in operating assets and
  liabilities:
  Receivables                           (1,103)        2,362         (299)
  Inventories                           (8,595)         (262)       8,007
  Other current assets                  14,072         1,209        6,928
  Accounts payable and accrued
   expenses                             33,159       (18,282)      10,051
  Interest left on deposit                (964)        1,041          372
Net cash provided by (used in)
 operating activities of
 continuing operations                 156,193        (7,831)      71,940
Net cash provided by operating
 activities of discontinued
 operations                             34,083             -            -
Net cash provided by (used in)
 operating activities                  190,276        (7,831)      71,940
Cash flows from investing activities:
 Acquisitions of investments                 -       (98,605)        (818)
 Acquisitions of property, plant and
  equipment                            (31,887)      (29,874)     (33,495)
 Proceeds from disposal of investments   6,028         3,429            8
 Proceeds from sale of loans             8,191             -            -
 Other                                   2,598        (2,592)       1,523
Net cash used in investing activities
 of continuing operations              (15,070)     (127,642)     (32,782)
Net cash provided by (used in)
 investing activities of
 discontinued operations:
  Proceeds from sale of the Agri-
   Services segment                    218,313             -            -
  Repurchase of accounts and crop
   notes receivable, net                     -       (20,538)           -
  Other                                      -         3,554            -
Net cash provided by (used in)
 investing activities                  203,243      (144,626)     (32,782)
Cash flows from financing activities:
 Short-term borrowings, net           (168,764)       63,770      (33,730)
 Proceeds from long-term debt           85,699       100,000      140,000
 Principal payments of long-term
  debt                                (295,814)      (17,667)    (136,868)
 Patronage refunds and other equity
  paid in cash                          (5,619)       (5,785)      (5,892)
Net cash provided by (used in)
 financing activities.                (384,498)      140,318      (36,490)
Net change in cash and cash
 equivalents                             9,021       (12,139)       2,668
Cash and cash equivalents at
 beginning of year                      11,789        20,810        8,671
Cash and cash equivalents at end
 of year                            $   20,810         8,671       11,339
Supplemental disclosure of cash
 flow data:
 Cash paid (received) during the
  years for:
  Interest (net of amounts
   capitalized)                     $   28,512        29,738       39,538
  Income taxes                      $   12,465         2,940       (6,042)
</TABLE>
        See accompanying notes to consolidated financial statements.

                               GOLD KIST INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                June 26, 1999, July 1, 2000 and June 30, 2001
                        (Dollar Amounts in Thousands)


(1)  Summary of Significant Accounting Policies

   Gold  Kist  Inc.  is  an agricultural membership cooperative  association,
headquartered  in Atlanta, Georgia.  Gold Kist Inc. has approximately  18,000
farmer  and  cooperative  association  members  located  principally  in  the
southeastern United States.  Gold Kist Inc. operates fully integrated broiler
production,  processing and marketing operations, as well as pork  production
facilities.   These operations provide marketing and purchasing  services  to
approximately 2,300 breeder, broiler and pork producers.

   Gold  Kist  Inc. and Southern States Cooperative, Incorporated  ("Southern
States") entered into an Asset Purchase Agreement (the "Agreement"), dated as
of July 23, 1998, pursuant to which Gold Kist Inc. agreed to sell and assign,
and Southern States agreed to purchase and assume, the assets and certain  of
the liabilities of Gold Kist Inc.'s agricultural inputs business.  In October
1998, Gold Kist Inc. completed the sale of assets and certain liabilities  to
Southern  States.   The  affected assets included substantially  all  of  the
assets of the Agri-Services segment (see note 11).

   The  accounting and reporting policies of Gold Kist Inc. and  subsidiaries
conform  to accounting principles generally accepted in the United States  of
America  and  to  general  practices among  agricultural  cooperatives.   The
following is a summary of the significant accounting policies.

  (a)  Basis of Presentation

          The  accompanying  consolidated financial  statements  include  the
     accounts  of  Gold  Kist Inc. and its subsidiaries  (collectively  "Gold
     Kist"  or  "Company"  or  "Association").  All significant  intercompany
     balances and transactions have been eliminated in consolidation.

          Certain  reclassifications have been  made  in  1999  and  2000  to
     conform to the presentation in 2001.

  (b)  Cash and Cash Equivalents

          Gold  Kist's  policy  is  to invest cash  in  excess  of  operating
     requirements  in highly liquid interest bearing debt instruments,  which
     include  commercial  paper  and  reverse repurchase  agreements.   These
     investments are stated at cost, which approximates market.  For purposes
     of  the  consolidated statements of cash flows, Gold Kist considers  all
     highly  liquid  debt instruments purchased with original  maturities  of
     three months or less to be cash equivalents.

  (c)  Inventories

          Live poultry and hogs consist of broilers, market hogs and breeding
     stock.   The broilers and market hogs are stated at the lower of average
     cost  or  market.   The breeding stock is stated at average  cost,  less
     accumulated amortization.

          Raw  materials  and supplies consist of feed ingredients,  hatching
     eggs, packaging materials and operating supplies.  These inventories are
     stated,  generally, on the basis of the lower of cost (first-in,  first-
     out  or average) or market.  Gold Kist engages in commodity futures  and
     options  transactions to manage the risk of adverse  price  fluctuations
     with regard to its feed ingredient purchases.

          Effective  July  2,  2000,  the Association  adopted  Statement  of
     Financial Accounting Standards (SFAS) 133 as amended by SFAS  138.   The
     Statement  requires the recognition of all derivatives  on  the  balance
     sheet  at  fair  value.  The Company's derivatives include  agricultural
     related  forward  purchase contracts, futures and options  transactions.
     The Company's futures transactions have historically been designated  as
     hedges  and options transactions have been marked to market.   Effective
     in the first quarter of 2001, changes



                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

     in  the  fair value of these derivatives, except for forward  purchase
     contracts  on  which  the  Company takes physical  delivery,  have  been
     recorded  through  earnings.  The effect of  the  adoption  of  the  new
     Statements was immaterial.

          Marketable  products  consist  primarily  of  dressed  and  further
     processed  poultry.  These inventories are stated, principally,  on  the
     basis  of selling prices, less estimated brokerage, freight and  certain
     other selling costs where applicable (estimated net realizable value).

  (d)  Revenue Recognition

           Revenue  is recognized upon shipment or upon transfer of ownership
     of the product to the customer.  In accordance with Emerging Issues Task
     Force  Issue  00-10, shipping costs previously deducted from  net  sales
     volume  have  been reclassified to cost of sales.  This reclassification
     increased net sales volume and cost of sales by $57 million, $63 million
     and $65 million in fiscal 1999, 2000 and 2001, respectively.

  (e)  Property, Plant and Equipment

          Property, plant and equipment is recorded at cost.  Depreciation of
     plant  and  equipment is calculated using the straight-line method  over
     the estimated useful lives of the respective assets.

  (f)  Investments

          Investments in other cooperatives are recorded at cost and  include
     the  amount  of  patronage  refund certificates  and  patrons'  equities
     allocated,  less  distributions received.   These  investments  are  not
     readily   marketable  and  quoted  market  prices  are  not   available.
     Accordingly,  it  is not practical to determine these investments'  fair
     value.  The equity method of accounting is used for investments in other
     companies  in  which Gold Kist's voting interest is 20  to  50  percent.
     Investments  in  less  than 20 percent owned companies,  which  are  not
     readily marketable, are stated at cost.

          Gold  Kist  applies  the provisions of SFAS  115,  "Accounting  for
     Certain  Investments in Debt and Equity Securities."   Pursuant  to  the
     provisions  of  SFAS  115,  the  Company has classified  its  marketable
     equity    security    as   "available-for-sale."    "Available-for-sale"
     securities  are those the Company intends to hold for a period  of  time
     and  are not acquired with the intent of selling them in the near  term.
     Accumulated other comprehensive income - unrealized gains and losses  on
     "available-for-sale" securities are included as a separate component  of
     patrons'  and  other  equity in the accompanying consolidated  financial
     statements,  net  of  deferred income taxes.   Management  believes  the
     carrying value of the collateralized loans approximate market value and,
     accordingly,  no  adjustment  has been recognized  in  the  accompanying
     consolidated financial statements.

          Gold  Kist's  investment in Golden Peanut Company is accounted  for
     using  the  equity method (see note 10(b)).  Other investments accounted
     for under the equity method are not significant.

           On  August 30, 2001, Gold Kist liquidated its investment in Golden
     Peanut  Company  at  its  carrying value and intends  to  liquidate  the
     marketable  equity security over the next twelve months.  As  a  result,
     these  investments  have  been reclassified as  current  assets  in  the
     accompanying 2001 consolidated balance sheet.

  (g)  Income Taxes

          Gold  Kist operates as an agricultural cooperative not exempt  from
     Federal income taxes.  Aggregate margins not refunded in cash to members
     or  allocated  in the form of qualified written notices are  subject  to
     income taxes.


                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

          The  bylaws  of  Gold  Kist  provide for  the  issuance  of  either
     qualified or nonqualified patronage refunds (as defined for purposes  of
     Subchapter  T  of  the  Internal  Revenue  Code).   Gold  Kist  utilizes
     nonqualified  patronage  refunds, which are deductible  for  income  tax
     purposes only to the extent paid or redeemed in cash.

          Income  taxes  are  accounted for under  the  asset  and  liability
     method.   Deferred  tax assets and liabilities are  recognized  for  the
     future   tax  consequences  attributable  to  differences  between   the
     financial  statement carrying amounts of existing assets and liabilities
     and  their  respective  tax  bases and operating  loss  and  tax  credit
     carryforwards.   Deferred tax assets and liabilities are measured  using
     enacted  tax rates expected to apply to taxable income in the  years  in
     which  those  temporary  differences are expected  to  be  recovered  or
     settled.  The effect on deferred tax assets and liabilities of a  change
     in  tax  rates  is  recognized as income or expense in the  period  that
     includes the enactment date.

  (h)  Fair Value of Financial Instruments

           Gold   Kist's   financial  instruments  include  cash   and   cash
     equivalents,  receivables  and accounts payable  and  accrued  expenses,
     interest  left  on deposit, notes receivable and debt.  Because  of  the
     short maturity of cash equivalents, receivables and accounts payable and
     accrued  expenses,  interest left on deposit, certain  short-term  debt,
     which  matures  in less than one year and long-term debt  with  variable
     interest  rates,  the  carrying  value  approximates  fair  value.   All
     financial  instruments are considered to have an estimated  fair  value,
     which  approximates carrying value at July 1, 2000  and  June  30,  2001
     unless otherwise specified (see notes 1(f) and 4).

   (i)   Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
         Of

          Gold  Kist applies the provisions of SFAS 121, "Accounting for  the
     Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
     Of."   SFAS 121 requires that long-lived assets and certain identifiable
     intangibles  be reviewed for impairment whenever events  or  changes  in
     circumstances indicate that the carrying amount of an asset may  not  be
     recoverable.  Recoverability of assets to be held and used  is  measured
     by  a  comparison of the carrying amount of an asset to future net  cash
     flows  expected  to  be  generated by the asset.   If  such  assets  are
     considered  to be impaired, the impairment to be recognized is  measured
     by  the  amount by which the carrying amount of the assets  exceeds  the
     fair value of the assets.  Assets to be disposed of are reported at  the
     lower of the carrying amount or fair value less costs to sell.

  (j)  Comprehensive Income

           In  1999,  Gold  Kist  adopted SFAS 130, "Reporting  Comprehensive
     Income."   SFAS  130  establishes rules for reporting  of  comprehensive
     income  and  its  components.   Comprehensive  income  consists  of  net
     margins, unrealized gains and losses on a marketable equity security and
     pension  liability  adjustments, net of tax, and  is  presented  in  the
     consolidated  statements of patrons' and other equity and  comprehensive
     income (loss).  The adoption of SFAS 130 had no impact on total patrons'
     equity.

  (k)  Fiscal Year

          Gold  Kist  employs  a  52/53-week fiscal year.   The  consolidated
     financial statements for 1999, 2000 and 2001 reflect 52 weeks, 53  weeks
     and 52 weeks, respectively.  Fiscal 2002 will be a 52-week year.

  (l)  Use of Estimates

          Management  of  Gold  Kist  has made  a  number  of  estimates  and
     assumptions relating to the reporting of assets and liabilities and  the
     disclosure  of  contingent  assets  and  liabilities  to  prepare  these
     consolidated   financial  statements  in  conformity   with   accounting
     principles  generally accepted in the United States of America.   Actual
     results could differ from these estimates.

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)


 (2) Inventories

  Inventories are summarized as follows:
<TABLE>
<CAPTION>
                                            2000      2001

          <S>                            <C>         <C>
          Live poultry and hogs           $ 97,623    90,065
          Marketable products               53,367    53,729
          Raw materials and supplies        32,071    31,260
                                          $183,061   175,054
</TABLE>

(3)  Property, Plant and Equipment

  Property, plant and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                             2000     2001
          <S>                            <C>         <C>
          Land and land improvements      $ 33,654    32,140
          Buildings                        185,626   202,083
          Machinery and equipment          386,108   399,791
          Construction in progress           7,937     3,314
                                           613,325   637,328
          Less accumulated depreciation    374,137   407,161
                                          $239,188   230,167
</TABLE>

(4)  Notes Payable and Long-Term Debt

   Short-term  borrowings  at July 1, 2000 and June 30,  2001  include  $49.2
million  and $55.2 million, respectively, under a rolling four-month  secured
agreement  with a commercial bank entered into in April 1998.  The commercial
bank holds a marketable equity security owned by Gold Kist as collateral (see
note  10(a)).   The Company is required to maintain funds with  the  bank  to
account  for  volatility  in  the  market  price  of  the  security  held  as
collateral.   Interest  on  the borrowings is at one-month  London  Interbank
Offered Rate (LIBOR) plus .75% per annum.  The Company earns interest on  the
collateral funds at rates that approximate the federal funds rate.

   The  Company's long-term debt includes the Series B Senior Exchange  Notes
and  the  Series  C  Senior Exchange Notes with an  insurance  company.   The
interest  rates on these notes are adjusted quarterly in accordance with  the
Company's  financial condition.  As of June 30, 2001, interest rates  on  the
Series  B  Senior Exchange Notes and the Series C Senior Exchange Notes  were
11.25%  and 11.5%, respectively.  As of July 1, 2000, interest rates  on  the
Series  B  Senior Exchange Notes and the Series C Senior Exchange Notes  were
9.35% and 9.69%, respectively.

   At  July  1,  2000,  the Company's syndicated credit facility  included  a
secured  $125  million 364-day line of credit commitment and a  secured  $125
million  three-year  revolving credit facility  with  a  group  of  financial
institutions.   The  364-day line of credit and three-year  revolving  credit
facility, as well as, the Company's senior notes payable, term loan  with  an
agricultural  credit  bank  and any letters of credit  were  secured  by  all
inventories and receivables of the Company and by mortgages on the  Company's
facilities in Marshall County, Alabama and Sumter County, South Carolina.  In
July  2000, the Company reduced the secured committed credit facility to $220
million,  which includes a three-year $120 million revolving credit agreement
and a $100 million 364-day line of credit.

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

   On  November  3,  2000,  the Association replaced  its  syndicated  credit
facility  with a $240 million Senior Secured Credit Facility with a group  of
financial institutions that includes a $100 million 364-day revolving line of
credit,  a  $95 million two-year term loan, and a $45 million five-year  term
loan.   The interest rates on the 364-day and two-year term facilities  range
from  2.25%  to  3% over LIBOR, adjusted quarterly based on the Association's
financial condition.  The interest rate on the five-year term loan was  fixed
at  10.57%.  The Association's senior notes, senior secured credit facilities
and  term  loan with an agricultural credit bank are secured by substantially
all  of  the Association's inventories, receivables, and property, plant  and
equipment.  Short-term borrowings of $70 million and long-term debt  of  $120
million were repaid and replaced with proceeds of $54.5 million from the 364-
day revolving line of credit, the $95 million two-year term loan, and the $45
million five-year term loan on November 3, 2000.

  As of July 1, 2000 and June 30, 2001, the balance outstanding under the 364-
day  line  of  credit was $89 million and $43 million, respectively,  with  a
weighted average interest rate of 9% and 6.8%, respectively.

   Interest left on deposit represents amounts of interest payable, which  at
the  option  of the holders of various classes of certificates,  is  left  on
deposit with Gold Kist.  Additional interest on these amounts accrues at  the
same rates as the related certificates.

  Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
                                                          2000        2001
    <S>                                                   <C>        <C>
    Single installment Series A senior exchange note
     due in June 2001 with interest payable quarterly      $ 20,000        -
    Series B senior exchange notes, due in annual
     installments of $2,727 beginning in February
     2002 with interest payable quarterly                    30,000   30,000
    Series C senior exchange notes, due in annual
     installments of $2,272 beginning in May 2002
     with interest payable quarterly                         25,000   25,000
    Senior secured note payable with an insurance
     company due in November 2005 with interest payable
     quarterly at a fixed rate of 10.57%                          -   45,000
    Revolving credit agreements with financial
     institutions (weighted average rate of  8.1% at
     July 1, 2000)                                          100,000        -
    Term loan agreements with financial institutions,
     due in November 2002 (weighted average rate of 7%
     at June 30, 2001)                                            -   95,000
    Term loan agreements with agricultural credit bank,
     due in semi-annual installments of $1,785 with
     interest payable quarterly (weighted average
     interest rate of 8.5% at July 1, 2000 and 9.7% at
     June 30, 2001)                                          44,645   41,075
    Subordinated capital certificates of interest with
     fixed maturities ranging from  three to fifteen
     years, unsecured (weighted average interest rate
     of 7.6% at July 1, 2000 and 7.9% at
     June 30, 2001)                                          53,863   42,272
    Tax exempt industrial revenue bonds with varying
     interest rates, due in quarterly and annual
     installments through 2016                               10,000    9,550
    Pro rata share of mortgage loan, at 8.47% interest,
     due in monthly installments to June 30, 2004,
     secured by a building                                    1,360    1,069
    Other                                                     1,198      232
                                                            286,066  289,198
       Less current maturities                               34,352   22,913
                                                           $251,714  266,285
</TABLE>

   Based  upon  discounted cash flows of future payments,  assuming  interest
rates  available  to Gold Kist for issuance of debt with  similar  terms  and
remaining maturities, the estimated fair value of the Series A, Series B  and
Series  C  senior  exchange  notes at July 1, 2000  was  approximately  $74.4
million  and  excluding the Series A senior exchange note, was  approximately
$56.8  million at June 30, 2001.  The estimated fair value of the term  loans
with  the  agricultural credit bank at July 1, 2000 and  June  30,  2001  was
approximately  $41.8  million  and  $39.7  million,  respectively,  and   the
estimated fair value of the senior secured note with an insurance company was
$45.8 million at June 30, 2001.

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

     The  terms of debt agreements specify minimum consolidated tangible  net
worth, current ratio and coverage ratio requirements, as well as a limitation
on  the  total  debt  to total capital ratio.  The debt  agreements  place  a
limitation  on  capital  expenditures, equity distributions,  cash  patronage
refunds,  commodity  hedging  contracts and  additional  loans,  advances  or
investments.   At June 30, 2001, the Association was in compliance  with  all
loan covenants.

    Annual required principal repayments on long-term debt for the five years
subsequent to June 30, 2001 are as follows:
<TABLE>
<CAPTION>
       <S>                                              <C>
       Year:
       2002                                              $ 22,913
       2003                                               110,390
       2004                                                14,175
       2005                                                10,515
       2006                                                54,613
</TABLE>
(5)  Leases

   Gold  Kist  leases vehicles, transportation and processing  equipment  and
certain  facilities from third parties under operating leases, many of  which
contain  renewal options. Rent expense from continuing operations  for  1999,
2000   and   2001  was  $13.4  million,  $16.3  million  and  $19.3  million,
respectively.     Commitments  for  minimum  rentals   under   non-cancelable
operating leases at the end of 2001 are as follows:
<TABLE>
<CAPTION>
       <S>                                                <C>
       Year:
       2002                                               $11,080
       2003                                                 8,977
       2004                                                 6,371
       2005                                                 3,999
       2006                                                 1,414
       Thereafter                                             466
                                                          $32,307
</TABLE>

(6) Patrons' and Other Equity

   Gold  Kist's Articles of Incorporation provide for a class of common stock
and  a  class  of preferred stock pursuant to the provisions of  the  Georgia
Cooperative  Marketing Act.  Each member is allocated  one  share  of  common
stock, $1.00 par value.  The common shares are not marketable or transferable
and  no  dividends will be declared on these common shares.  No  issuance  of
preferred stock has been authorized by Gold Kist.

   Patronage  reserves  represent undistributed member margins  allocated  as
either  qualified or nonqualified notified equity, less income taxes paid  on
undistributed  nonqualified equity.  Qualified notified equity is  deductible
for income tax purposes when allocated; whereas, nonqualified notified equity
is  deductible upon redemption.  The redemption of qualified and nonqualified
notified  equity  is  subject to the discretion of the  Board  of  Directors.
Patronage  reserves  do  not  bear  interest  and  are  subordinated  to  all
certificates outstanding and indebtedness of Gold Kist.

   Retained  earnings  include  an allocation  of  member  margins  based  on
financial  ratios, as well as cumulative net margins (losses) resulting  from
nonmember    and    nonpatronage   transactions,   including   noncooperative
subsidiaries,  and  losses  from  patronage operations.   Also  included  are
amounts related to the early redemption of notified equity, representing  the
difference between the face value and the redemption amounts.


                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

(7) Income Taxes

  Total income tax expense (benefit) was allocated as follows:
<TABLE>
<CAPTION>
                                                   1999     2000      2001
  <S>                                           <C>       <C>       <C>
  Margins (loss) from continuing operations     $34,210   (22,154)   13,271
  Loss on disposal of Agri-Services segment      (4,326)         -        -
  Patrons' and other equity - accumulated
    comprehensive income -
    unrealized gain on marketable equity
     security                                    (4,353)   (5,529)    4,745
    pension liability adjustment                   (100)     (141)     (910)
                                                $25,431   (27,824)   17,106
</TABLE>

   The  provisions  for  income tax expense (benefit),  principally  Federal,
related  to  margins  (loss)  from  continuing  operations  consist  of   the
following:
<TABLE>
<CAPTION>
                                                  1999      2000      2001
  <S>                                           <C>       <C>        <C>
  Current expense (benefit)                     $23,750    (3,781)     (318)
  Deferred expense (benefit)                     10,460   (18,373)   13,589
                                                $34,210   (22,154)   13,271
</TABLE>

   Gold  Kist's combined federal and state effective tax rate from operations
for   1999,  2000  and  2001  was  33%,  (46)%  and  29%,  respectively.    A
reconciliation  of income tax expense (benefit) allocated to  margins  (loss)
from  continuing operations computed by applying the Federal corporate income
tax  rate  of  35%  in 1999, 2000 and 2001 to margins (loss) from  continuing
operations before income taxes for the applicable year follows:
<TABLE>
<CAPTION>

                                                  1999      2000       2001
  <S>                                           <C>       <C>       <C>
  Computed expected income tax expense
    (benefit)                                   $36,250   (16,884)   16,218
  Increase (decrease) in income tax expense
    (benefit) resulting from:
    Cash portion of nonqualified patronage
     refund                                        (792)         -        -
    Effect of state income taxes, net of
     Federal benefit                              1,274    (2,644)      784
    Dividends received deduction                   (634)     (711)   (2,026)
    Nonqualified equity redemptions              (1,543)   (1,187)   (1,582)
    Employment credits                             (109)     (219)     (203)
    Other, net                                     (236)     (509)       80
                                                $34,210   (22,154)   13,271
</TABLE>

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

   The  tax  effects of temporary differences that give rise  to  significant
portions of the deferred tax assets and deferred tax liabilities at  July  1,
2000 and June 30, 2001 are as follows:
<TABLE>
<CAPTION>
                                                       2000      2001
  <S>                                                 <C>        <C>
  Deferred tax assets:
    Postretirement benefits                           $22,781    13,121
    Federal tax operating loss carryforward             9,058     7,799
    Insurance accruals                                 10,092    11,074
    Federal alternative minimum tax carryforward        1,678     2,466
    Allowance for doubtful accounts                     1,811     1,506
    State tax operating loss carryforwards              3,777     3,774
    Equity in partnerships                              4,622     1,544
    Investment reserve.                                 7,822     8,926
    Discontinued operations                             3,708     3,708
    Other                                               3,606     1,003
     Total gross deferred tax assets                   68,955    54,921
    Less valuation allowance                             (397)     (390)
     Total net deferred tax assets                     68,558    54,531

  Deferred tax liabilities:
    Unrealized gain on marketable equity security      (4,710)   (9,455)
    Accelerated depreciation                           (6,048)   (5,655)
    Deferred compensation                              (8,606)   (8,557)
     Total deferred tax liabilities                   (19,364)  (23,667)
     Net deferred tax assets                         $ 49,194    30,864
</TABLE>

   The  net change in the total valuation allowance for the years ended 1999,
2000  and  2001  was  a  decrease of $516,  $223 and $7,  respectively.   The
Company's   management   believes  the  existing  net  deductible   temporary
differences comprising the total net deferred tax assets will reverse  during
periods in which the Company generates net taxable income.

   At  June  30,  2001,  Gold  Kist  has an alternative  minimum  tax  credit
carryforward  for  federal  income tax purposes of  $2.5  million,  which  is
available  to  offset future federal income taxes, if any.  The  federal  tax
operating loss carryforward of $22.3 million at June 30, 2001 expires on June
30,  2020  and  is available to offset future federal income taxes,  if  any,
during such period.

(8) Employee Benefits

  (a)  Pension Plan

           Gold  Kist  has  noncontributory  defined  benefit  pension  plans
     covering  substantially  all  of  its employees  and  directors  and  an
     affiliate's   employees   (participants).    The   affiliate's   benefit
     obligation,  plan assets and net periodic benefit cost are not  included
     in  the  following  tables.  The plan provisions covering  the  salaried
     participants  provide pension benefits that are based on the  employees'
     compensation during the years before retirement or other termination  of
     employment.   The  plan  provisions  covering  the  hourly  participants
     provide  pension  benefits that are based on  years  of  service.   Gold
     Kist's  funding policy is to contribute within the guidelines prescribed
     by  Federal  regulations.  Plan assets consist principally of  corporate
     equities and bonds, and United States Government and Agency obligations.

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

  (b)  Medical and Life Insurance Plans

          Effective January 1, 2001, the Association substantially  curtailed
     its   postretirement  medical  benefit  plan.   Postretirement   medical
     coverage  will  only  be  available  to  existing  retirees  and  active
     employees, who as of that date, were 62 years of age or older and had 15
     or  more years of service.  A gain from the curtailment of approximately
     $29.5  million  is  reflected  in  the  accompanying  2001  consolidated
     statement  of operations with the accompanying reduction in the  accrued
     postretirement  benefit  liability  in  the  accompanying   consolidated
     balance  sheet  at  June 30, 2001.  It is anticipated  that  the  annual
     postretirement benefit expense will be approximately $500  thousand  for
     fiscal years after 2001.

   The  following  table sets forth the plans' change in benefit  obligation,
change  in plan assets and economic assumptions for the years ended  July  1,
2000 and June 30, 2001.
<TABLE>
<CAPTION>
                                                           Medical & Life
                                        Pension Benefits  Insurance Benefits
                                         2000      2001    2000       2001
<S>                                   <C>        <C>      <C>       <C>
Change in benefit obligation
Benefit obligation at beginning of
  year                                $121,685   130,404  66,057     73,071
Service cost                             4,072     4,691   3,539      2,883
Interest cost                            8,914     9,956   4,679      4,603
Actuarial (gains) and losses            (4,208)   11,118   1,764      8,624
Benefits paid (other than settlements) (12,987)   (4,590) (2,968)    (3,416)
Plan amendments                         12,928         -       -    (20,278)
Settlements and curtailment                  -   (15,572)      -    (40,588)
Benefit obligation at end of year      130,404   136,007  73,071     24,899

Change in plan assets
Fair value of plan assets at beginning
  of year                              179,910   180,482       -          -
Actual return on plan assets            12,139   (14,205)      -          -
Contributions by employer                1,420       949   2,968      3,416
Benefits paid (other than settlements) (12,987)   (4,590) (2,968)    (3,416)
Settlements                                  -   (15,572)      -          -
Fair value of plan assets at end of
  year                                 180,482   147,064       -          -

Funded status                           50,078    11,057 (73,071)   (24,899)
Unrecognized transition (asset)
  /obligation                           (3,327 )  (2,032)      -          -
Unrecognized prior service cost         16,320    14,094     376    (19,503)
Unrecognized actuarial (gain)/loss     (33,548)   11,028  10,639      7,866
Contributions after the measurement
  date                                     174       242     781        879
Net amount recognized                   29,697    34,389 (61,275)   (35,657)

Prepaid benefit cost                    38,180    43,110       -          -
Accrued benefit liability              (10,446)  (12,905)(61,275)   (35,657)
Intangible asset                         1,035       818       -          -
Accumulated other comprehensive loss       928     3,366       -          -
Net amount recognized                   29,697    34,389 (61,275)   (35,657)
  Less current portion                                     2,868      3,514
                                                         (58,407)   (32,143)
Weighted-average assumptions as of year-end
Discount rate                             8.00%     7.50%   8.00%      7.50%
Expected return on plan assets            9.50      9.50       -          -
Rate of compensation increase             5.02      5.02       -          -
</TABLE>

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)


The  health  care  cost  trend rate used to determine the  medical  and  life
insurance benefit obligation at July 1, 2000 was 8%, declining ratably to  5%
by the year 2006 and remaining at that level thereafter. The health care cost
trend  rate  used  to  determine  the  medical  and  life  insurance  benefit
obligation at June 30, 2001 was 10%, declining ratably to 5% by the year 2011
and  remaining  at that level thereafter.  A 1% increase in the  health  care
cost  trend  rate  would  increase the medical  and  life  insurance  benefit
obligation  as of June 30, 2001 by $1,055.  A 1% decrease in the health  care
cost  trend  rate  would  decrease the medical  and  life  insurance  benefit
obligation as of June 30, 2001 by $931.
<TABLE>
<CAPTION>
                                                          Medical & Life
                                    Pension Benefits    Insurance Benefits
                                1999     2000    2001    1999    2000   2001
<S>                           <C>       <C>     <C>      <C>    <C>   <C>
Components of net periodic
  benefit cost (income)
Service cost                  $ 4,470    4,072    4,691  3,181  3,539   2,883
Interest cost                   9,145    8,914    9,956  4,106  4,679   4,603
Estimated return on plan
  assets                      (13,681) (13,899) (15,124)     -      -       -
Net amortization                   17      433    1,077    130    243    (136)
                                  (49)    (480)     600  7,417  8,461   7,350
Settlements and curtailment         -        -   (4,273)     -      - (29,454)
Net periodic benefit
  expense (income) after
  settlements and
  curtailment                 $   (49)    (480)  (3,673) 7,417  8,461 (22,104)
</TABLE>

  A 1% increase in the health care cost trend rate would increase the medical
and  life insurance service and interest cost components as of June 30,  2001
by  $1,136.  A 1% decrease in the health care cost trend rate would  decrease
the  medical  and life insurance service and interest cost components  as  of
June 30, 2001 by $881.

(9) Contingent Liabilities and Commitments

   Gold Kist is a party to various legal and administrative proceedings,  all
of   which   management  believes  constitute  ordinary  routine   litigation
incidental  to  the business conducted by Gold Kist, or are not  material  in
amount.

   Gold  Kist  is a guarantor of $60.0 million under a $75.0 million  secured
loan agreement between an agricultural credit bank and Young Pecan Company, a
pecan  processing and marketing partnership in which Gold Kist  holds  a  25%
equity  interest and 35% earnings (loss) allocation.  At June 30,  2001,  the
amounts outstanding under this facility were $73 million.

   Gold  Kist received proceeds in prior years for collateralized loans  sold
with recourse to an insurance company, of which $6 million was outstanding at
June 30, 2001.  No gain or loss was recognized on the sale of these loans.

(10) Investments

   (a) Marketable Equity Security

       At June 26, 1999, the Association's marketable  equity   security  was
     carried at  its  fair  value  of  $50.0 million, which represents a gross
     unrealized gain of $29.3 million.  The 1999 gross unrealized gain, net of
     deferred taxes of $10.2 million, has been reflected as a separate component
     of patrons' and other equity.  At July  1,  2000, the Association's
     marketable equity security was carried at its fair value of $34.2 million,
     which represents a gross unrealized gain  of $13.5 million. The 2000 gross
     unrealized gain, net of deferred income taxes of $4.7 million, has been
     reflected as a separate component of patrons' and other equity. At June 30,
     2001,  the  Association's marketable  equity  security was carried at its
     fair value of $47.8 million,  which represents a gross unrealized gain of
     $27 million.   The 2001  gross  unrealized  gain,  net of deferred  income
     taxes of $9.5 million,  has  been reflected as a separate component  of
     patrons' and other equity.

       Dividends  of $656 thousand,  $690 thousand  and  $723  thousand are
     included  in  interest  and  dividend income  for  the years ended June 26,
     1999, July 1, 2000 and  June  30, 2001, respectively.

                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

     (b)  Golden Peanut Company

          Gold  Kist  had a 25% interest  in Golden  Peanut  Company, LLC and
     subsidiaries  (Golden  Peanut).   Gold Kist's investment in Golden Peanut
     amounted to $14.2 million and  $24.2 million at July 1, 2000 and June 30,
     2001, respectively.  In 2000, Gold Kist made an additional investment of
     $1.2 million.   In 1999 and 2000, Gold  Kist  received distributions of
     $5.1 million  and  $2.3  million, respectively,  from Golden Peanut.
     Golden Peanut has  a  $450  million commercial paper facility supported
     by annual and seasonal backup lines of  credit with various banks.   At
     June 30, 2001, borrowings of $177.9 million were outstanding under the
     commercial paper facility.

     Summarized financial information of Golden Peanut is shown below:

<TABLE>
<CAPTION>

                    Condensed Consolidated Balance Sheets

                                                            2000       2001                    <S>
     <S>                                                  <C>        <C>
     Current assets                                       $254,664   281,796
     Property, plant and equipment, net
       and other noncurrent assets                          65,979    64,360
       Total assets                                       $320,643   346,156
     Current liabilities                                  $230,482   224,488
     Accrued postretirement benefits other
       than pensions                                         8,394     9,594
     Other noncurrent liabilities                           13,870    16,538
     Members' equity                                        67,897    95,536
       Total liabilities and members' equity              $320,643   346,156

               Condensed Consolidated Statements of Operations

                                                 1999      2000       2001
     Net sales and other operating
      income                                   $447,676    468,372   575,662
     Costs and expenses                         445,296    478,059   546,414
       Net earnings (loss)                     $  2,380     (9,687)   29,248
</TABLE>

           Gold   Kist   received  procurement  commissions,  royalties   and
     administrative service fees of $1.2 million, $.8 million and $.9 million
     in 1999, 2000 and 2001, respectively.

          On August 30, 2001, Gold Kist withdrew as a member of Golden Peanut
     and liquidated the investment at its carrying value of $24.2 million  as
     of June 30, 2001.

(11) Discontinued Operations

    The Company's Agri-Services segment purchased or manufactured feed, seed,
fertilizers,  pesticides, animal health products and other farm supply  items
for  sale  at wholesale and retail.  Additionally, the Agri-Services  segment
was  engaged in the processing, storage and marketing of cotton, served as  a
contract procurement agent for, and stored, farm commodities such as soybeans
and  grain.  In May 1998, the Gold Kist Board of Directors adopted a plan  to
discontinue operations of the Agri-Services segment.

   In July 1998, Gold Kist entered into an Asset Purchase Agreement, pursuant
to  which the Company agreed to sell and assign the assets and certain of the
liabilities of the Company's agricultural inputs businesses (see note 1).  In
August  1998,  the Company entered into an agreement to sell  or  assign  the
cotton  marketing operation's purchases and sales commitments  for  the  1998
cotton crop.


                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)


   Accordingly, the operating results of the Agri-Services segment, including
provisions for losses during the phase-out period, have been segregated  from
continuing  operations and reported separately in the consolidated statements
of operations and cash flows for 1999.  Net sales volume of the Agri-Services
segment was $153.9 million in 1999.  Gold Kist has allocated interest expense
to Agri-Services segment based upon net operating assets employed at interest
rates that approximate market.  Interest expense charged to the Agri-Services
segment for 1999 was $4.5 million.

    In  October  1998, the Association completed the sale of  assets  of  the
Inputs business to Southern States.  Proceeds of $218.3 million from the sale
represented  an  amount equal to  $39.9 million  plus 100% of  estimated  net
current  asset  value  less  the remaining obligations  under  an  industrial
development  bond and a lease obligation assumed by Southern  States.   Also,
the  proceeds reflected a $10.0 million hold back deduction provided  for  in
the asset purchase agreement.

    In  connection  with  the  sale  of assets transaction,  Southern  States
delivered to the Association a post-closing statement of net asset value (the
"Post-Closing  Valuation") prepared pursuant to the  terms  of  the  purchase
agreement.  The Association subsequently objected to Southern  States'  Post-
Closing  Valuation principally with regard to the valuation of  accounts  and
crop  notes receivable.  In order to resolve the post-closing valuation,  the
Association  agreed  in  September 1999 to repurchase  from  Southern  States
approximately  $34.5  million of accounts and  crop  notes  receivable.   The
agreement  resulted  in  a final settlement payment  to  Southern  States  of
approximately $21.2 million in September 1999.

    In  order  to  complete  the transaction, the  Association  committed  to
purchase from Southern States, subject to certain terms and conditions, up to
$100 million principal amount of preferred securities if Southern States  was
unable  to  market the securities to other purchasers.  In October 1999,  the
Company  purchased  for $98.6 million the $100 million  principal  amount  of
preferred  securities  as  required  under  the  commitment.   The  preferred
securities carry a weighted average dividend rate of 7.8% and 8.5% at July 1,
2000  and  June 30, 2001, respectively.  Gold Kist is permitted to  sell  the
preferred securities, which are classified as noncurrent investments  in  the
accompanying  consolidated balance sheets, pursuant to applicable  securities
regulations.



Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

          Not Applicable.


                                  PART III


Item 10.  Directors and Executive Officers of the Registrant.

     The Directors of Gold Kist are:
<TABLE>
<CAPTION>
                                                                 Years
                                                       Term      Served as
Name                     Age       Office              Expires   Director
                         as of
                         8/30/01)
<S>                      <C>       <C>                      <C>       <C>
W. A. Smith              42        Director (District 1)    2001      3

Herbert A. Daniel, Jr.*  49        Director (District 2)    2001      6

Douglas A. Reeves        60        Director (District 3)    2003      1

James E. Brady, Jr.*     65        Director (District 4)    2002      17

W. Kenneth Whitehead     57        Director (District 5)    2002      8

Dan Smalley*             52        Director (District 6)    2002      16

Jeffery A. Henderson     41        Director (District 7)    2003      9months

H. Michael Davis         50        Director (District 8)    2003      7

Phil Ogletree, Jr.       68        Director (District 9)    2001      24
</TABLE>

*   Member of Board of Directors Executive Committee.  Mr. Smalley serves as
Chairman of the Board of Directors, and Mr. Brady serves as Vice-Chairman of
the Board.

    The Directors of Gold Kist are elected on a district representation
basis.  The districts are redrawn from time to time by the Board of
Directors, under provisions of the By-Laws of Gold Kist, to provide for
equitable representation of members in the territory served by Gold Kist.
During the past five years, each of the Directors has owned and managed
substantial farming operations, producing such agricultural products as
peanuts, cotton, soybeans, corn, other grains, peaches, vegetable crops,
cattle, poultry and dairy products.  While the size and types of products
produced on, and personnel employed at, each of the Director's farms varies,
each Director's business activities have been related primarily to small
agribusiness enterprises. There are no family relationships among any of the
Directors and executive officers.


The Executive Officers of Gold Kist are:
<TABLE>
<CAPTION>
                                                       Years     Years
                                                       Served    Served
                                                       In that   with
Name                Age       Office                   Office    Gold Kist
                    (as of                             (as of    (as of
                    8/30/01)                           8/30/01)  8/30/01)
<S>                 <C>       <C>                           <C>       <C>
John Bekkers        56        President and Chief           2 months  16
                              Executive Officer
M. A. Stimpert      57        Senior Vice President,        5         18
                              Planning and Administration
Stephen O. West     55        Chief Financial Officer and   3         21
                              Treasurer
J. David Dyson      54        General Counsel, Vice         3         21
                              President and Secretary
Paul G. Brower      62        Vice President                22        22
                              Corporate Relations
Jerry L. Stewart    61        Vice President                20        38
                              Marketing and Sales
Donald W. Mabe      47        Vice President                4         16
                              Operations
Marshall Smitherman 59        Vice President                3         22
                              Purchasing
Allen C. Merritt    55        Vice President, Science       3         29
                              and Technology
Harry T. McDonald   56        Vice President,               1         4
                              Human Resources
Sandra W. Kearney   42        Vice President,               7 months  7 mos
                              Information Services
W. F. Pohl, Jr.     51        Controller                    19        25

</TABLE>
     The officers serve for terms of one year and until their successors are
elected by the Board of Directors.
      During  the  past five years, the principal occupation of each  of  the
above  named executive officers, with exception of Donald W. Mabe,  Harry  T.
McDonald  and  Sandra W. Kearney has been as an officer or employee  of  Gold
Kist.
      Mr.  Donald  W. Mabe  was elected Vice President - Operations,  Poultry
Group,  effective  July  25, 1997.  He  previously  served  as  President  of
Carolina  Golden  Products Company from January 1991 until  election  to  his
current position.
      Mr.  Harry  T.  McDonald was elected Vice President,  Human  Resources,
effective April 2000.  He previously served as director of Management Systems
for  the  Gold Kist Poultry Group from September 1997 until election  to  his
current  position.  From August 1, 1996 through August 1, 1997, he served  as
President of Claxton Poultry, an integrated poultry company headquartered  in
Claxton,  Georgia.   Mr.  McDonald also served as president  of  the  poultry
division  of  Seaboard Farms, headquartered in Shawnee Mission, Kansas,  from
March 1990 through June 1996.
      Ms.  Sandra W. Kearney was elected Vice President, Information Services
on  January  19,  2001.   She previously served as CEO and  Chief  Technology
Officer  for  FasTechnologies, a computer consulting company, from  February,
1999  to  December,  2000.   Ms. Kearney also served  as  Vice  President  of
Information Systems for La Quinta Inns, Inc. from February, 1995, to January,
1999.

Item 11.  Executive Compensation.

     Summary Compensation Table.  The following table sets forth information
concerning the compensation received by the Chief Executive Officer and for
each of the four other most highly compensated executive officers:
<TABLE>
<CAPTION>
                                        Annual compensation


                                                            Other     All
                                                            annual    other
                         Fiscal                            compensa-compensa-
                         year           Salary    Bonus     tion(1)   tion(2)
                         ended          ($)       ($)       ($)       ($)
<S>                      <C>            <C>       <C>       <C>       <C>
John Bekkers             June 30, 2001  $403,750  $209,024  $15,919   $ 6,537
President and Chief      July 1, 2000    440,385         0   14,258     9,251
Executive Officer        June 26, 1999   386,538   450,000   10,218     5,253

M. A. Stimpert           June 30, 2001  $247,000  $104,512  $9,287    $ 6,903
Senior Vice President,   July 1, 2000    269,231         0   9,376     10,313
Planning & Admin.        June 26, 1999   230,577   200,000   9,041      5,959

Jerry L. Stewart         June 30, 2001  $209,475  $104,512  $11,426   $ 7,245
Vice President           July 1, 2000    227,519         0   10,181     9,772
Marketing and Sales      June 26, 1999   182,500   175,000    8,035     5,710

Donald W. Mabe           June 30, 2001  $175,500  $90,880   $6,287    $ 3,697
Vice President           July 1, 2000    186,154        0    5,918      6,500
Operations               June 26, 1999   151,569  168,000    3,505      2,082

G. O. Coan, Former       June 30, 2001  $570,000  $239,923  $3,159    $ 9,331
Chief Exec. Officer and  July 1, 2000    619,231         0   3,532     12,144
Chairman of the Manage-  June 26, 1999   493,269   525,000   3,304      8,203
ment Executive Committee*
</TABLE>

*Retired effective July 6, 2001
_______________________________
(1)        The amounts shown for the fiscal years ended July 1, 2000 and June
  26,  1999 set forth that portion of interest earned on voluntary salary and
  bonus deferrals under non-qualified deferred compensation plans above  120%
  of  the  applicable federal rate.  Other than such amounts, for the  fiscal
  years  ended June 30, 2001, July 1, 2000 and June 26, 1999, no  amounts  of
  "Other  Annual Compensation" were paid to any of the above named  executive
  officers, except for perquisites and other personal benefits which for each
  executive  officer  did not exceed the lesser of $50,000  or  10%  of  such
  individual's salary plus annual bonus.
(2)        The  amounts  set  forth include the following amounts  that  were
  contributed  by the Association for fiscal years 2001, 2000,  and  1999  on
  behalf  of  the named executive officers pursuant to the Gold  Kist  Profit
  Sharing and Investment Plan (401K Plan) and the Company's Executive Defined
  Contribution Plan, both qualified defined contribution plans:  Mr.  Coan  -
  $2,550,  $5,100  and $960, respectively, Mr. Bekkers - $2,550,  $5,100  and
  $975, respectively; Mr. Stimpert - $2,438, $5,349 and $1,065, respectively;
  Mr. Stewart - $2,804, $5,156 and $960, respectively; and Mr. Mabe - $2,511,
  $5,318  and $909, respectively.  In addition, the amounts set forth include
  for  fiscal  years  1999,  2000,  and 2001,  the  following  amounts  which
  represent the value of the named executive officer's benefit from  premiums
  paid  by  the Association under a split dollar life insurance plan for  the
  named   executive  officers:   Mr.  Coan  -  $7,243,  $7,044  and   $6,781,
  respectively;  Mr.  Bekkers - $4,278, $4,151 and $3,987, respectively;  Mr.
  Stimpert  - $4,894, $4,694 and $4,465, respectively; Mr. Stewart -  $4,750,
  $4,616  and $4,441, respectively; and Mr. Mabe - $1,173, $1,182 and $1,186,
  respectively.   The  Association  uses  the  modified  premium  method   in
  determining  the portion of each premium dollar attributable to  the  named
  executive  officers.   The Association will recover  the  cost  of  premium
  payments from the cash value of the policies.

  Retirement  Plans.  The Company maintains a noncontributory  pension  fund,
the  Gold Kist Pension Plan, with separate benefit formulas for salaried  and
hourly  employees.   The  plan covers substantially all  employees  who  have
served at least one year with Gold Kist, including those employees subject to
collective  bargaining agreements.  Effective January 1,  2000,  the  Company
increased retirement income benefits payable to salaried retirees and  hourly
retirees.   The Plan now provides salaried employees a pension benefit  after
thirty (30) years of credited service at age 65, which, when combined with  a
portion of the employee's primary Social Security benefit attributable to the
employer's  contributions, will equal fifty percent (50%) of  the  employee's
average  earnings during the period of five years in which the  employee  had
the  highest  earnings  in  the  last ten  years  of  employment  immediately
preceding attainment of age 65, or if retired before age 65, in the last  ten
years immediately preceding early retirement.  For hourly employees who  work
for Gold Kist until age 65, the Plan provides a monthly pension benefit equal
to  $11.00 per month for each year of Plan participation payable at  age  65.
The Plan provides early retirement benefits for salaried and hourly employees
after  age  55  and contains a death benefit for the surviving spouse  of  an
active  employee (who had at least five (5) years credited service or was  at
least  age 55 at the date of death) which equals fifty percent (50%)  of  the
deceased  employee's  accrued retirement income  benefit.   Accrued  benefits
under the Plans vest after the employee attains five (5) years of service  or
at  age  55.   Due  to  the full funding limitation of the  Internal  Revenue
Services,  the  Association  was  not permitted  to  make  a  tax  deductible
contribution to the pension plan for the plan year ended December 31, 2000.

  Estimated annual benefits payable upon retirement at normal retirement  age
(65  years)  to  persons  in  specified years  of  service  and  remuneration
classifications, before offset of Social Security benefits,  are  illustrated
in the following table:
<TABLE>
<CAPTION>
               Estimated Annual Benefits For Years of Service Indicated

Remuneration   10 Years  15 Years  20 Years  25 Years  30 Years or More
<S>            <C>       <C>       <C>       <C>       <C>
$ 30,000       $  5,000  $   7,500 $ 10,000  $ 12,500  $   15,000
$100,000         16,667     25,000   33,333    41,667      50,000
$150,000         25,000     37,500   50,000    62,500      75,000
</TABLE>

     For years after 1993, the maximum annual amount of compensation that can
be  used  for determining an individual's benefit under a qualified  plan  is
$150,000.

     The  plan  covers  the  compensation set forth in the  columns  entitled
"Salary"  and "Bonus" in the Summary Compensation Table.  The credited  years
of  service as of December 31, 1999, under the retirement income plan for the
five  executive  officers  listed in the summary compensation  table  are  as
follows:   Mr.  Coan (30); Mr. Bekkers (16); Mr. Stimpert (27);  Mr.  Stewart
(30); and Mr. Mabe (16).

      A  Supplemental  Executive Retirement Plan  has  been  adopted  by  the
Association  whereby  Gold  Kist  makes  supplemental  payments  to   certain
employees under a non-qualified deferred compensation plan to make up for any
reduction  in  such employees' retirement income under the Gold  Kist  salary
retirement  plan  resulting from restrictions placed on qualified  retirement
plans  under  Section 415 of the Internal Revenue Code of 1986,  as  amended.
Such   restrictions  limit  the  amount  of  benefits  payable  in  qualified
retirement  plans with respect to the percentage of final pay to  which  such
employees would be otherwise entitled upon retirement.   The following  table
shows  the  estimated  annual  benefits payable  upon  retirement  at  normal
retirement age (65) to persons in specified years of service and remuneration
classifications,  before  offset  of Social  Security  benefits  and  without
restriction imposed by the Internal Revenue Code.  The amounts shown  in  the
table  would  be  reduced by the amounts payable pursuant to  the  Gold  Kist
Retirement Plan for Salaried Employees.

<TABLE>
<CAPTION>
               Estimated Annual Benefits For Years of Service Indicated

Remuneration   10 Years  15 Years  20 Years  25 Years  30 Years or More
<S>            <C>       <C>       <C>       <C>       <C>
$100,000       $ 16,667  $ 25,000  $ 33,333  $ 41,667  $ 50,000
$150,000         25,000    37,500    50,000    62,500    75,000
$200,000         33,333    50,000    66,667    83,333   100,000
$250,000         41,667    62,500    83,333   104,167   125,000
$350,000         58,333    87,500   116,667   145,833   175,000
$500,000         83,333   125,000   166,667   208,333   250,000
$750,000        125,000   187,500   250,000   312,500   375,500
$850,000        141,667   212,500   283,333   354,167   425,000
</TABLE>

     Covered compensation, computation of the average final compensation, and
credited  years  of  service for the five executive officers  listed  in  the
summary  compensation table are the same as that set forth in  the  foregoing
description of the Gold Kist Retirement Plan for Salaried Employees.

      In  addition  to the retirement benefits provided by its qualified  and
nonqualified  retirement plans, Gold Kist has contracted to  provide  certain
key  employees  with  compensation benefits after normal  retirement.   These
benefits,  known  as  the  Management Deferred Compensation  Plan,  are  paid
monthly  following retirement in an annual amount equal to 25% of the average
annual salary for the ten year period immediately prior to retirement.  These
benefits  are payable, depending on the contract, for a 10 or 15 year  period
following  retirement to a former key employee or his designated beneficiary.
Estimated  annual benefits payable under the Management Deferred Compensation
Plan  would be based upon the following average annual salary of the eligible
named executives for the ten year period ended as of June 30, 2001: Mr.  Coan
-  $390,433; Mr. Bekkers - $237,230; Mr. Stimpert - $180,671; and Mr. Stewart
- $167,806.

     Change in Control Plans.  Under the Gold Kist officers contingency plan,
the  Association has entered into identical change in control agreements with
each  officer,  including  the five executive  officers  named  in  the  cash
compensation table.  Each change in control agreement provides that following
a change in the control of the Association (as defined in the agreements), if
the  officer's  employment with the Association terminates within  two  years
after the change in control (but prior to the officer's reaching age 65), the
officer  will  be  entitled  to  receive a severance  payment  calculated  by
determining the "Base Severance Amount" as follows:

        (1)         if  the  officer  is age 60 or younger  at  the  time  of
        termination  of  his employment, the amount equal  to  the  officer's
        compensation paid by the Association for the five full calendar years
        ending before the date of the change in control, or

        (2)         if  the officer is older than age 60 at the time  of  his
        termination of employment, the amount equal to the officer's  average
        annual  compensation paid by the Association for the lesser  of  five
        full  calendar years or the full calendar years of service  with  the
        Association  ending before the change in control, multiplied  by  the
        number  of  years and fractions thereof remaining until the officer's
        65th birthday.

    The  Base Severance Amount is to be adjusted for those officers with less
than  15  years  of service by prorating the Base Severance Amount  with  the
numerator  being  the number of completed calendar years of service  and  the
denominator  being  15.   However, the minimum any terminated  officer  would
receive would be one and one-half times the average annual compensation  paid
by  the  Association for the actual number of full calendar years worked,  if
less  than  five, or the annual salary amount for an officer who  has  worked
less  than  one  calendar  year.   The  severance  payment  will  include  an
additional amount equal to any excise tax under Section 4999 of the  Internal
Revenue  Code  of 1986 incurred by the officer, plus all federal,  state  and
local  income  taxes incurred by the officer with respect to receipt  of  the
additional  amount.   Additionally, under such  contracts,  medical  benefits
would  remain available to current and retired officers on the same basis  as
is  provided at the time of a change in control.  The Association has  agreed
to  pay all legal fees and expenses incurred by an officer in the pursuit  of
the  rights  and  benefits provided by the change in control agreement.   The
Association has entered into similar change in control agreements  with  each
director  of Gold Kist.  As of June 30, 2001, no contingencies have  occurred
which  would  require the implementation of the provisions of the  change  in
control  agreements, and no payments or other benefits have been provided  to
the five executive officers named in the summary compensation table or to the
directors.

    Director  Compensation.   The  By-Laws of  Gold  Kist  provide  that  the
Directors  shall be compensated for their services and reimbursed  for  their
expenses,  as determined by the Board of Directors.  Currently, the Directors
receive  no  compensation other than an annual retainer paid at the  rate  of
$20,000  per  year,  with  the  Chairman receiving  $21,500.   Directors  and
Directors  Emeriti  receive  a per diem of $250 with  a  $500  minimum,  plus
expenses incurred while traveling to and from and attending meetings  of  the
Board  of  Directors or other official meetings or conferences.  Pursuant  to
separate  agreements,  Gold  Kist  has arranged  to  provide  life  insurance
benefits  to  qualifying  directors emeriti  and  to  make  available  health
insurance  and  other medical benefits for Gold Kist directors and  directors
emeriti as are available to employees of Gold Kist from time to time pursuant
to the Association group insurance program.

    Compensation  Committee Interlocks and Insider Participation.   Directors
Dan Smalley, James E. Brady, Jr., and Herbert A. Daniel, Jr. serve as members
of the Association's Compensation Committee.


Item 12.  Security Ownership of Certain Beneficial Owners and Management.

   Not Applicable.

Item 13.  Certain Relationships and Related Transactions.

   The Directors of Gold Kist are members of the Association and, during the
fiscal year ended June 30, 2001, have had dealings in the ordinary course of
business with Gold Kist as purchasing or marketing patrons.  See Business
(and Properties) -- Patronage Refunds.

                                   PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

          (a)1.  Index to Consolidated Financial Statements

          Consolidated Financial Statements:

             Independent Auditors' Reports
             Consolidated Balance Sheets-July 1, 2000
               and June 30, 2001
             Consolidated Statements of Operations--Years Ended June 26,
               1999, July 1, 2000 and June 30, 2001
             Consolidated Statements of Patrons' and Other Equity and
               Comprehensive Income (Loss)--Years Ended June 26, 1999,
               July 1, 2000 and June 30, 2001
             Consolidated Statements of Cash Flows--Years ended June 26,
               1999, July 1, 2000 and June 30, 2001
             Notes to Consolidated Financial Statements

          (a)2.  Financial Statement Schedules:


           Financial Statement Schedule:

           II.  Valuation Reserves and Qualifying Accounts--Years Ended
                June 26, 1999, July 1, 2000 and June 30, 2001



       All  other  schedules  are  omitted as  the  required  information  is
       inapplicable  or  the  information is presented  in  the  consolidated
       financial statements or related notes.


                               GOLD KIST INC.

          Schedule II - Valuation Reserves and Qualifying Accounts

                        (Dollar Amounts in Thousands)
<TABLE>
<CAPTION>

   COLUMN A              COLUMN B       COLUMN C         COLUMN D   COLUMN E
                                        Additions
                         Balance at Charged to  Charged              Balance
                         Beginning  Cost and    To Other             At End
   Description           Of Period  Expenses    Accounts Deductions Of Period
<S>                      <C>        <C>            <C>   <C>          <C>
Deducted in the consolidated
balance sheets from the asset
to which it applies:

Allowance for doubtful accounts:

 June 26, 1999           $3,113        786         -       638 (A)    3,261

 July 1, 2000             3,261      2,389         -     1,609 (A)    4,041

 June 30, 2001            4,041        318         -     1,910 (A)    2,449


 (A)  Represents accounts written off.


Allowance for deferred tax
 assets valuation:

 June 26, 1999           $1,136    -               -       516 (B)      620

 July 1, 2000               620    -               -       223 (B)      397

 June 30, 2001              397                              7 (B)      390


 (B)  Represents  estimate of net operating loss  deductions  that  are
      realizable.
</TABLE>

a)3.  Exhibits - Index of Exhibits

   Exhibits designated as previously filed with the Commission in the
   Index of Exhibits, below, are incorporated by reference into this
   Report.
<TABLE>
<CAPTION>

Designation
of Exhibit                              Document with Which      Designation
in this                                 Exhibit Was Previously   of such Exhibit
Report    Description of Exhibit        Filed with Commission    in that Document

<S>       <C>                           <C>                      <C>
B-2       Agreement of Merger,          Amendment to Schedule    Exh 3
          dated as of April 22, 1997,   13D filed April 25, 1997
          among Golden Poultry
          Company, Inc., Gold Kist Inc.,
          Agri International, Inc. and
          Golden Poultry Acquisition Corp.

B-3(a)    Restated and Amended          Annual Report on Form    Exh B-3(a)
          Articles of Incorpo-          10-K for the Fiscal
          ration of Registrant          Year ended June 26, 1993

B-3(b)    Current By-Laws of            Annual Report on Form    Exh B-3(b)
          Registrant, as amended        10-K for the Fiscal
          Year ended June 28, 1997

B-4(a)(1) Form of Indenture, dated      Registration filed on    Exh 4(a)(2)
          as of September 1, 1979,      Form S-1 (Registration
          governing the terms of the    No. 2-65587)
          Fifteen Year Subordinated
          Capital Certificates of
          Interest (Series B), including
          therein a table of contents
          and cross-reference sheet

B-4(a)(2) Form of First Supplemental    Registration filed on     Exh 4(a)(4)
          Indenture, dated as of        Form S-1 (Registration
          September 1, 1980, governing  No. 2-69267)
          the terms of the Fifteen
          Year Subordinated Capital
          Certificates of Interest
          (Series C)

B-4(a)(3) Form of Second Supplemental   Registration filed on     Exh 4(a)(5)
          Indenture, dated as of        Form S-2 (Registration
          September 1, 1982, governing  No. 2-79538)
          the terms of the Fifteen
          Year Subordinated Capital
          Certificates of Interest
          (Series D)


B-4(b)(1) Form of Indenture, dated      Registration filed on     Exh 4(b)(2)
          as of September 1, 1979,      Form S-1 (Registration
          governing the terms of        No. 2-65587)
          the Ten Year Subordinated
          Capital Certificates of
          Interest (Series B),
          including a table of contents
          and cross-reference sheet

B-4(b)(2) Form of First Supplemental    Registration filed on     Exh 4(b)(4)
          Indenture, dated as of        Form S-1 (Registration
          September 1, 1980, governing  No. 2-69267)
          the terms of the Ten Year
          Subordinated Capital
          Certificates of Interest
          (Series C)

B-4(b)(3) Form of Second Supplemental   Registration filed on     Exh 4(b)(5)
          Indenture, dated as of        Form S-2 (Registration
          September 1, 1982, governing  No. 2-79538)
          the terms of the Ten Year
          Subordinated Capital
          Certificates of Interest
          (Series D)

B-4(c)    Form of Indenture, dated as   Registration filed on     Exh 4(c)
          of September 1, 1985,         Form S-2 (Registration
          governing the terms of the    No. 33-428)
          Seven Year Subordinated
          Capital Certificates of
          Interest (Series A),
          including therein a table
          of contents, cross-reference
          sheet, and form of Seven Year
          Subordinated Capital Certificates
          of Interest

B-4(d)(1) Form of Indenture, dated      Registration filed on     Exh 4(c)(2)
          as of September 1, 1979,      Form S-1 (Registration
          governing the terms of the    No. 2-65587)
          Five Year Subordinated
          Capital Certificates of
          Interest (Series A),
          including therein a table
          of contents and cross-
          reference sheet


B-4(d)(2) Form of First Supplemental    Registration filed on     Exh 4(d)(2)
          Indenture, dated as of        Form S-1 (Registration
          September 1, 1980, governing  No. 2-69267)
          the terms of the Five Year
          Subordinated Capital Certifi-
          cates of Interest (Series B)

B-4(d)(3) Form of Second Supplemental   Registration filed on     Exh 4(d)(3)
          Indenture, dated as of        Form S-2 (Registration
          September 1, 1982, governing  No. 2-79538)
          the terms of the Five Year
          Subordinated Capital Certifi-
          cates of Interest (Series C)

B-4(e)    Form of Indenture, dated as   Registration filed on    Exh 4(f)(2)
          Of September 1, 1985,         Form S-2 (Registration
          governing the terms of the    No. 33-428)
          Three Year Subordinated
          Capital Certificates of
          Interest (Series A), including
          therein a table of
          contents, cross-reference
          sheet, and form Capital
          Certificates of Interest

B-4(h)    Agreement to furnish copies   Registration filed on    Exh 4(h)
          of constituent instruments    Form S-1 (Registration
          defining the rights of the    No. 2-59958)
          holders of certain industrial
          revenue bonds

B-4(i)(1) Multiple Advance Term Loan    Annual Report on Form    Exh B-4(i)(1)
          Supplement with CoBank, ACB   10-K for the Fiscal Year
          dated as of September 1, 1997 Ended June 26, 1999

B-4(i)(2) Note Purchase and Private     Registration filed on    Exh 4(j)(9)
          Shelf Agreement, dated        Form S-2 (Registration
          as of February 11, 1997,      No. 333-36291)
          with the Prudential Insurance
          Company of America

B-4(i)(3) Amendment dated May 13, 1997  Registration filed on    Exh 4(j)(10)
          to Note Purchase and Private  Form S-2 (Registration
          Shelf Agreement with the      No. 333-36291)
          Prudential Insurance
          Company of America

B-4(i)(4) Amendment dated September     Annual Report on Form    Exh B-4(i)(7)
          5, 1997 to Note Purchase      10-K for the Fiscal Year
          and Private Shelf Agreement   ended July 1, 2000
          with the Prudential Insurance
          Company of America


B-4(i)(5) Amendment dated October       Annual Report on Form    Exh B-4(i)(8)
          13, 1998 to Note Purchase     10-K for the Fiscal Year
          and Private Shelf Agreement   ended July 1, 2000
          with the Prudential Insurance
          Company of America

B-4(i)(6) Amendment dated June 7, 1999  Annual Report on Form    Exh B-4(i)(9)
          to Note Purchase and Private  10-K for the Fiscal Year
          Shelf Agreement with the      ended July 1, 2000
          Prudential Insurance
          Company of America

B-4(i)(7) Amendment dated January       Annual Report on Form    Exh B-4(i)(10)
          21, 2000 to Note Purchase     10-K for the Fiscal Year
          and Private Shelf Agreement   ended July 1, 2000
          with the Prudential Insurance
          Company of America

B-4(i)(8) Amendment dated March         Annual Report on Form    Exh B-4(i)(11)
          23, 2000 to Note Purchase     10-K for the Fiscal Year
          and Private Shelf Agreement   ended July 1, 2000
          with the Prudential Insurance
          Company of America

B-4(i)(9) Amendment dated November 3,
          2000, to Note Purchase and
          Private Shelf Agreement with
          the Prudential Insurance
          Company of America

B-10(a)   Form of Deferred Compensa-    Registration filed on    Exh 11(d)
          Tion Agreement between        Form S-1 (Registration
          Gold Kist Inc. and certain    No. 2-59958)
          executive officers*

B-10(b)(1)Gold Kist Management Bonus    Registration filed on    Exh 10(b)
          Program*                      Form S-1 (Registration
                                        No. 2-69267)

B-10(b)(2)Amended Gold Kist Management  Registration filed on    Exh 10(b)(2)
          Bonus Program*                Form S-2 (Registration
                                        No. 2-79538)

B-10(b)(3)Form of Gold Kist Supple-     Registration filed on    Exh 10(b)(3)
          Mental Executive Retirement   Form S-2 (Registration
          Income Non-qualified deferred No. 33-9007)
          compensation agreement between
          Gold Kist and certain execu-
          tive officers and Resolution
          of Gold Kist Board of Directors
          authorizing the Supplemental
          Executive Retirement Plan*


B-10(b)(4)Resolution of Gold Kist       Registration filed on    Exh 10(b)(4)
          Board of Directors            Form S-2 (Registration
          Authorizing the Gold Kist     No. 33-9007)
          Special Award Plan*

B-10(b)(5)Form of Gold Kist Executive's Registration filed on    Exh 10(b)(5)
          Change in Control Agreement   Form S-2 (Registration
          between Gold Kist and certain No. 33-31164)
          officers and resolution of
          Gold Kist Board of Directors
          authorizing the Officers
          Contingency Plan*

B-10(b)(6)Form of Directors Change      Registration filed on    Exh 10(b)(6)
          in Control Agreement          Form S-2 (Registration
          between Gold Kist and         No. 33-36938
          Directors of Gold Kist*

B-10(b)(7)Form of Director              Registration filed on    Exh 10(b)(7)
          Emeritus Life Benefits        Form S-2 (Registration
          Agreement*                    No. 33-36938)


B-10(b)(8)Form of Director Emeritus     Registration filed on    Exh 10(b)(8)
          Agreement for Medical         Form S-2 (Registration
          Benefits*                     No. 33-36938)

B-10(b)(9)Gold Kist Executive Savings   Registration filed on    Exh 10(b)(9)
          Plan, as amended *            Form S-2 (Registration
                                        No. 33-62869)

B-10(b)(10)Gold Kist Director Savings   Registration filed on    Exh 10(b)(10)
          Plan, as amended *            Form S-2 (Registration
                                        No. 33-62869)

B-10(b)(11)Gold Kist Split Dollar Life  Registration filed on    Exh 10(b)(11)
          Insurance Plan *              Form S-2 (Registration
                                        No. 33-62869)

B-10(b)(12)Gold Kist Executive Defined  Annual Report on Form    Exh B-10(b)(12)
          Contribution Plan *           10-K for the Fiscal Year
                                        Ended July 1, 2000

B-10(c)(l)Form of Membership,           Registration filed on    Exh 13(b)
          Marketing, and/or Purchasing  Form S-1 (Registration
          Agreement of Gold Kist Inc.,  No. 2-59958)
          Atlanta, Georgia

B-10(c)(2)Form of Membership,           Registration filed on    Exh 10(c)(2)
          Marketing, and/or Purchasing  Form S-1 (Registration
          Agreement of Gold Kist Inc.,  No. 2-74205)
          Atlanta, Georgia, as revised
          October 17, 1980


B-10(c)(3)Form of Membership,           Registration filed on    Exh 10(c)(3)
          Marketing, and/or Purchasing  Form S-2 (Registration
          Agreement of Gold Kist Inc.,  No. 33-428)
          Atlanta, Georgia, as revised
          November l, l984

B-10(c)(4)Form of Membership,           Registration filed on    Exh 10(c)(4)
          Marketing, and/or Purchasing  Form S-2 (Registration
          Agreement of Gold Kist Inc.,  No. 33-24623)
          Atlanta Georgia, revised
          October 29, 1987

B-10(c)(5)Form of Membership,           Registration filed on    Exh 10(c)(5)
          Marketing, and/or Purchasing  Form S-2 (Registration
          Agreement of Gold Kist Inc.,  No. 33-42900)
          Atlanta, Georgia, revised
          August 21, 1991

B-10(c)(6)Form of Membership,           Registration filed on    Exh 10(c)(6)
          Marketing, and/or Purchasing  Form S-2 (Registration
          Agreement of Gold Kist Inc.,  No. 333-36291)
          Atlanta, Georgia revised
          July 9, 1997

B-10(d)   CF Industries, Inc., Member   Registration filed on    Exh 13(j)
          Product Purchase Agreement    Form S-2 (Registration
                                        No. 2-59958)

B-10(e)(1)General Partnership Agreement Registration filed on    Exh 10(h)(1)
          (GC Properties) between Gold  Form S-2 (Registration
          Kist Inc. and Cotton States   No. 33-428)
          Mutual Insurance Company,
          dated as of July 1, 1984

B-10(e)(2)Lease from GC Properties,     Registration filed on    Exh 10(h)(2)
          dated December 11, 1984,      Form S-2 (Registration
          for home office building      No. 33-428)
          space

B-10(f)(1)Golden Peanut Company, LLC    Annual Report on Form    Exh B-10(f)(1)
          Operating Agreement between   10-K for the Fiscal Year
          Alimenta Holdings, Inc.,      ended July 1, 2000
          Archer Daniels-Midland
          Company, Cargill, Incorporated,
          and Gold Kist Inc., dated as
          of March 30, 2000

B-10(f)(2)Withdrawal and Assignment
          Agreement dated as of July 1,
          2001, between Gold Kist Inc.
          and Golden Peanut Company, LLC


B-10(g)   Guaranty dated December 18,   Registration filed on    Exh 4(o)
          1992 by Gold Kist in favor of Form S-2 (Registration
          NationsBank of Georgia, N.A.  No. 33-69204)

B-10(h)(1)Credit Agreement dated as of
          November 3, 2000, with various
          banks and lending institutions,
          as lendors, and Cooperatieve
          Centrale Raiffeisen-Boerenleen
          Bank B.A., New York Branch, as agent

B-10(h)(2)Intercreditor Agreement dated
          as of November 3, 2000, with
          various banks and lending
          institutions, as lendors, and
          Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A.,
          New York Branch, as agent

B-10(j)   Asset Purchase Agreement      Report filed on Form     Exh 10(k)
          Dated as of July 23, 1998,    8-K dated as of
          between Southern States       July 23, 1998
          Cooperative, Incorporated
          and Gold Kist Inc.

B-10(k)(1)Securities Purchase Agreement
          Dated October 5, 1999, between
          Gold Kist Inc. and Southern
          States Cooperative, Incorporated
</TABLE>
_________________________________
*Plans and arrangements pursuant to which executive officers and
directors of the Association receive compensation.

     (b)  Reports on Form 8-K. - No reports on Form 8-K were filed during the
last quarter of the fiscal year ended June 30, 2001.

SIGNATURES - Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                             GOLD KIST INC.

Date: September 25, 2001     By:/s/ John Bekkers
                                  John Bekkers, Chief Executive Officer
                                  (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                TITLE                         DATE

<S>                      <C>                           <C>
/s/ John Bekkers         Chief Executive Officer       September 25, 2001
JOHN BEKKERS             (Principal Executive Officer)

/s/ Stephen O. West      Chief Financial Officer       September 25, 2001
STEPHEN O. WEST          (Principal Financial Officer)

/s/ W. F. Pohl, Jr.      Controller (Principal         September 25, 2001
W. F. POHL, JR.          Accounting Officer)

/s/ Dan Smalley               Director                 September 25, 2001
DAN SMALLEY

/s/ James E. Brady, Jr.       Director                 September 25, 2001
JAMES E. BRADY, JR.

/s/ Phil Ogletree, Jr.        Director                 September 25, 2001
PHIL OGLETREE, JR.

/s/ Jeffrey A. Henderson      Director                 September 25, 2001
JEFFREY A. HENDERSON

/s/ W. Kenneth Whitehead      Director                 September 25, 2001
W. KENNETH WHITEHEAD

/s/H. Michael Davis           Director                 September 25, 2001
H. MICHAEL DAVIS

/s/ Herbert A. Daniel, Jr.    Director                 September 25, 2001
HERBERT A. DANIEL, JR.

/s/ W. A. Smith               Director                 September 25, 2001
W. A. SMITH

/s/ Douglas A. Reeves         Director                 September 25, 2001
DOUGLAS A. REEVES

</TABLE>


                             INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                             Sequentially
Exhibit                                      Numbered
Number         Description                   Page


<S>            <C>                                <C>
B-4(i)(9)        Amendment dated November 3,
                 2000, to Note Purchase and
                 Private Shelf Agreement with the
                 Prudential Insurance Company of
                 America

B-10(f)(2)       Withdrawal and Assignment
                 Agreement dated as of July 1,
                 2001, between Gold Kist Inc.
                 and Golden Peanut Company, LLC

B-10(h)(1)       Credit Agreement dated as of
                 November 3, 2000, with various
                 banks and lending institutions, as
                 lendors, and Cooperatieve Centrale
                 Raiffeisen-Boerenleen Bank B.A.,
                 New York Branch, as agent

B-10(h)(2)       Intercreditor Agreement dated
                 as of November 3, 2000, with
                 various banks and lending
                 institutions, as lendors, and
                 Cooperatieve Centrale Raiffeisen-
                 Boerenleen Bank B.A.,
                 New York Branch, as agent

B-10(k)(1)       Securities Purchase Agreement
                 Dated October 5, 1999, between
                 Gold Kist Inc. and Southern
                 States Cooperative, Incorporated
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>b4i9.txt
<DESCRIPTION>EXHIBIT B-4(I)(9)
<TEXT>




                            EXHIBIT B-4(i)(9)

                                                      EXECUTION COUNTERPART









                    CONSOLIDATED, AMENDED AND RESTATED
                              NOTE AGREEMENT




                       Dated as of November 3, 2000

                                  between

                              GOLD KIST INC.

                                    and

                     THE PRUDENTIAL INSURANCE COMPANY
                                OF AMERICA







                             TABLE OF CONTENTS

                                   Page


1.   PRELIMINARY STATEMENTS                                     1
     1A.  The Issued Notes and the Exchange Notes               1
     1B.  Purpose of Agreement                                  2

2.   EXCHANGE OF NOTES                                          2

3.   CONDITIONS OF CLOSING                                      2
     3A.  Certain Documents                                     2
     3B.  Opinion of Prudential's Special Counsel               3
     3C.  Representations and Warranties; No Default            3
     3D.  Purchase Permitted by Applicable Laws                 3
     3E.  Payment of Fees                                       3
     3F.  No Material Adverse Change                            3
     3G.  Guaranty Agreement                                    3

4.   PREPAYMENTS                                                3
     4A.  Required Prepayments                                  3
     4A(1)Required Prepayments of Series A Exchange Notes       3
     4A(2)Required Prepayments of Series B Exchange Notes       3
     4A(3)Required Prepayments of Series C Exchange Notes       4
     4B.  Optional Prepayment With Yield-Maintenance Amount     4
     4C.  Notice of Optional Prepayment                         4
     4D.  Application of Prepayments                            4
     4E.  Retirement of Notes                                   4
     4F.  Change of Control                                     4

5.   AFFIRMATIVE COVENANTS                                      5
     5A.  Reporting Requirements                                5
     5A(1)General Information                                   5
     5A(2)Quarterly Officer's Certificates                      6
     5A(3)Annual Accountant's Letter                            6
     5A(4)Special Information                                   6
     5B.  Inspection of Property                                7
     5C.  Covenant to Secure Notes Equally                      7
     5D.  Guaranteed Obligations                                7
     5E.  Maintenance of Insurance                              7
     5F.  Maintenance of Corporate Existence/Compliance with
          Law/Preservation of Property                          8
     5G.  Compliance with Environmental Laws                    8
     5H.  No Integration                                        8
     5I.  Other Covenants                                       8
     5J.  Credit Facility                                       9
     5K.  Offer to Prepay                                       9
     5L.  Payment of Interest                                   9

6.   NEGATIVE COVENANTS                                         9
     6A(1)Minimum Quarterly EBITDA                              9
     6A(2)Minimum Consolidated Tangible Net Worth              10
     6A(3)Current Ratio                                        10
     6A(4)Interest Coverage Ratio                              10
     6A(5)Senior Debt Coverage                                 10
     6A(6)Consolidated Total Adjusted Debt to Total
          Capital Ratio                                        10
     6A(7)Fixed Charge Coverage                                11
     6A(8)Consolidated Total Adjusted Debt to EBITDA           11
     6B.  Limitation on Restricted Payments                    11
     6C.  Liens                                                12
     6D.  Restrictions on Loans, Advances, Investments,
          Asset Acquisitions and Contingent Liabilities        12
     6E.  Sale of Stock and Debt of Subsidiaries               14
     6F.  Merger and Sale of Assets                            14
     6G.  Sale and Lease-Back                                  14
     6H.  Sale or Discount of Receivables                      14
     6I.  Hedging Contracts                                    14
     6J.  Issuance of Stock by Subsidiaries                    15
     6K.  Capital Expenditures                                 15
     6L.  Indebtedness for Money Borrowed                      15
     6M.  Transactions with Affiliates                         15
     6N.  Creation of Subsidiaries                             15
     6O.  Bank Agreement                                       15

7.   EVENTS OF DEFAULT                                         16
     7A.  Acceleration                                         16
     7B.  Rescission of Acceleration                           18
     7C.  Notice of Acceleration or Rescission                 18
     7D.  Other Remedies                                       18

8.   REPRESENTATIONS, COVENANTS AND WARRANTIES                 18
     8A.  Organization and Qualification                       18
     8B.  Financial Statements                                 18
     8C.  Actions Pending                                      19
     8D.  Outstanding Debt                                     19
     8E.  Title to Properties                                  19
     8F.  Taxes                                                19
     8G.  Conflicting Agreements or Other Matters              19
     8H.  Offering of Exchange Notes                           20
     8I.  Use of Proceeds/Margin Regulations, Etc.             20
     8J.  ERISA                                                20
     8K.  Foreign Assets Control Regulations                   20
     8L.  Governmental Consent                                 20
     8M.  Possession of Franchises, Licenses, Etc.             20
     8N.  Pollution and Other Regulations                      20
     8O.  Disclosure                                           21

9.   REPRESENTATIONS OF PRUDENTIAL                             21

10.  DEFINITIONS; ACCOUNTING MATTERS                           21
     10A. Yield-Maintenance Terms                              21
     10B. Other Terms                                          22
     10C. Accounting Principles, Terms and Determinations      31

11.  MISCELLANEOUS                                             31
     11A. Note Payments                                        31
     11B. Expenses                                             31
     11C. Consent to Amendments                                32
     11D. Form, Registration, Transfer and Exchange
          of Notes; Lost Notes                                 32
     11E. Persons Deemed Owners; Participations                32
     11F. Survival of Representations and Warranties;
          Entire Agreement                                     33
     11G. Successors and Assigns                               33
     11H. Independence of Covenants                            33
     11I. Notices                                              33
     11J. Payments Due on Non-Business Days                    33
     11K. Severability                                         33
     11L. Descriptive Headings                                 33
     11M. Satisfaction Requirement                             33
     11N. Governing Law                                        34
     11O. Counterparts                                         34
     11P. Binding Agreement                                    35

Purchaser Schedule
Information Schedule

Schedule 6C    Liens
Schedule 6D    Permitted Investments
Schedule 8G    Debt Restrictions
Schedule 10B-1 Subordinated Debt
Schedule 10B-2 Subsidiaries

Exhibit A  Form of Exchange Note
Exhibit B  Form of Opinion of Counsel to the Company
Exhibit C  Form of Amended and Restated Guaranty Agreement
Exhibit D  Form of Amended and Restated Contribution Agreement
                              Gold Kist Inc.
                       244 Perimeter Center Parkway
                          Atlanta, Georgia 30346


                                                     As of November 3, 2000


The Prudential Insurance Company
  of America (on its own behalf and as
   asset manager for the Gateway Recovery
   Trust, "Prudential")
c/o Prudential Capital Group
Two Ravinia Drive, Suite 1400
Atlanta, Georgia 30346


Ladies and Gentlemen:

     The  undersigned, GOLD KIST INC. (herein called the  "Company")  is  a
party with you to that certain Note Agreement dated as of June 3, 1991  (as
amended,  modified or supplemented from time to time, the "1991 Agreement")
and  that  certain Note Purchase and Private Shelf Agreement  dated  as  of
February 11, 1997 (as amended, modified or supplemented from time to  time,
the "1997 Agreement").

     The Company and Prudential (both on its own behalf and in its capacity
as  asset  manager  for Gateway Recovery Trust) are  parties  to  the  1991
Agreement and 1997 Agreement as in effect on the date hereof.  The  Company
has  requested and Prudential has agreed (on the terms and subject  to  the
conditions  hereinafter set forth) to consolidate, amend  and  restate  the
1991 Agreement and 1997 Agreement in their entirety as set forth herein.

     NOW THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto hereby agree that the 1991 Agreement and 1997
Agreement  shall  be  and  hereby are consolidated,  amended  and  restated
effective as of November 3, 2000 to read in their entirety as follows:

     1.   PRELIMINARY STATEMENTS.

     1A.   The  Issued  Notes  and the Exchange  Notes.   The  Company  has
authorized (i) the issue of its senior promissory notes (the "1997 Series A
Notes")  in  the aggregate original principal amount of $30,000,000,  dated
February  11,  1997, to mature February 11, 2012; (ii)  the  issue  of  its
senior  promissory  notes  (the "1997 Series B  Notes")  in  the  aggregate
principal amount of $25,000,000 dated May 30, 1997, to mature May 30, 2012;
and  (iii)  the issue of its senior promissory notes (the "1991 Notes")  in
the aggregate original principal amount of $20,000,000, dated June 28, 1991
to   mature   June  28,  2001.   The  Company  will  authorize  notes,   in
substantially  the form of Exhibit A, (i) in exchange for  the  1991  Notes
(the "Series A Exchange Note") (ii) in exchange for the 1997 Series A Notes
(the "Series B Exchange Note") and (iii) in exchange for the 1997 Series  B
Notes  (the "Series C Exchange Note") (collectively, the Series A  Exchange
Note,  the  Series B Exchange and the Series C Exchange Note, the "Exchange
Notes").   The  terms "1997 Series A Note" and "1997 Series A  Notes",  and
"1997  Series B Note" and "1997 Series B Notes", and "1991 Note" and  "1991
Notes" as used herein shall include, respectively, each 1997 Series A Note,
1997  Series  B Note and 1991 Note previously delivered and any  such  Note
delivered  in  substitution or exchange therefor.   The  terms  "Note"  and
"Notes"  as used herein shall include each Exchange Note delivered pursuant
to  any provision of this Agreement and each Note delivered in substitution
or  exchange for any such note pursuant to any such provision.  Notes which
have (i) the same final maturity, (ii) the same principal prepayment dates,
(iii)  the  same  principal prepayment amounts  (as  a  percentage  of  the
original  principal amount of each Note), (iv) the same interest rate,  (v)
the  same  interest  payment periods and (vi) the  same  date  of  issuance
(which, in the case of a Note issued in exchange for another Note, shall be
deemed   for  these  purposes  the  date  on  which  such  Note's  ultimate
predecessor Note was issued), are herein called a "Series" of Notes.

     1B.   Purpose of Agreement.  The Company is, simultaneously with  this
Agreement,  entering  into the Bank Agreement in  order  to  amend  certain
provisions,  including the financial covenants.  The Company has  requested
similar  amendments to the 1991 Agreement and 1997 Agreement.  This Amended
and   Restated  Note  Agreement  (this  "Agreement")  provides  for   those
amendments and for the exchange of Notes pursuant to Section 2, among other
things.

     2.    EXCHANGE  OF  NOTES.   On June 28, 1991,  the  Company  sold  to
Prudential  the  1991  Notes.  On February 11, 1997, the  Company  sold  to
Prudential the 1997 Series A Notes.  On May 30, 1997, the Company  sold  to
Prudential the 1997 Series B Notes.  The Company hereby agrees to issue  to
Prudential  and,  subject  to the terms and conditions  herein  set  forth,
Prudential  agrees to accept from the Company, in exchange  for  each  1991
Note,  1997  Series  A  Note and 1997 Series B Note, an  Exchange  Note  in
substantially the form of Exhibit A, in the principal amounts set forth  on
the Purchaser Schedule hereto.  Each exchange shall occur at the offices of
King  &  Spalding, 1185 Avenue of the Americas, New York, New York, on  the
date  of  closing, which shall be November 3, 2000 or any other  date  upon
which  Prudential  and the Company may mutually agree  (herein  called  the
"Exchange Closing" or the "Exchange Closing Day").

     3.    CONDITIONS OF CLOSING.  The obligation of Prudential to exchange
any  1991  Notes, 1997 Series A Notes or 1997 Series B Notes  for  Exchange
Notes  is  subject  to the satisfaction, on or before the Exchange  Closing
Day, of the following conditions:

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

          (i)  The Note(s) issued to you in exchange for the 1991 Notes  as
     a  Series  A  Exchange Note, the 1997 Series A Notes  as  a  Series  B
     Exchange Note and the 1997 Series B Notes as a Series C Exchange Note.

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

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

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

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

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

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

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

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

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

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

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

     3F.   No  Material Adverse Change.  Prudential shall have  received  a
certificate  from  the chief financial officer of the  Company,  dated  the
Exchange  Closing  Day,  saying  that no material  adverse  change  in  the
financial  condition, business, operations or prospects of the  Company  or
its  subsidiaries,  taken  as a whole, (except as  otherwise  described  in
subsequent   unaudited   quarterly   financial   statements    and    other
correspondence delivered to Prudential) has occurred since July 1, 1999.

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

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

     4A.  Required Prepayments.

     4A(1)     Required Prepayments of Series A Exchange Notes.  The Series
A  Exchange  Notes  shall be subject to prepayment  only  with  respect  to
optional prepayments specified in paragraph 4B.

     4A(2)     Required Prepayments of Series B Exchange Notes.  Until  the
Series  B Exchange Notes shall be paid in full, the Company shall apply  to
the  prepayment  of  the Series B Exchange Notes, without Yield-Maintenance
Amount,  the sum of $2,727,272.73 commencing on February 11, 2002 and  each
February  11  thereafter  to  and including February  11,  2011,  and  such
principal  amounts of the Series B Exchange Notes, together  with  interest
thereon to the payment dates, shall become due on such payment dates.   The
remaining unpaid principal amount of the Series B Exchange Notes,  together
with interest accrued thereon, shall become due on the maturity date of the
Series B Exchange Notes.

     4A(3)     Required Prepayments of Series C Exchange Notes.  Until  the
Series  C Exchange Notes shall be paid in full, the Company shall apply  to
the  prepayment  of  the Series C Exchange Notes, without Yield-Maintenance
Amount, the sum of $2,272,727.27 commencing on May 30, 2002 and each May 30
thereafter to and including May 30, 2011, and such principal amounts of the
Series  C  Exchange Notes, together with interest thereon  to  the  payment
dates,  shall  become  due  on such payment dates.   The  remaining  unpaid
principal  amount  of the Series C Exchange Notes, together  with  interest
accrued  thereon, shall become due on the maturity date  of  the  Series  C
Exchange Notes.

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

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

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

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

     4F.   Change  of  Control.  The Company shall give written  notice  (a
"Change  of Control Notice") to each holder of any Note not less  than  30,
and  not more than 60 days, prior to the occurrence of any event which will
result in a Change of Control.  The Change of Control Notice shall identify
the  event, the reason such event may result in a Change of Control and the
Persons involved, and shall include such financial and other information as
is  available  to the Company or which may be obtained by the Company  with
reasonable effort that would be reasonably necessary for any holder of  any
Note  to  make  an  informed decision as to whether  to  elect  to  require
prepayment of its Notes and shall set forth the proposed effective date for
such  Change  of  Control.  Any such  holder of a Note, by  giving  written
notice  to  the Company of such election (an "Election Notice")  not  later
than 5 Business Days prior to the effective date of such Change of Control,
if  the  Change of Control Notice is given at least 30 days prior  to  such
effective date, shall have the option (A) to require the Company to  prepay
all,  but not less than all, of the Notes.  Once given, any Election Notice
may  be revoked by notice given at any time up to the last date an Election
Notice  could have been given with respect to the Change of Control Notice.
If  the proposed terms of a Change of Control change substantially,  or  if
any  other event which may result in a Change of Control has occurred,  the
Company  shall  give each holder of any Note a revised  Change  of  Control
Notice  and  any holder of any Note shall then have another opportunity  to
elect  to  require  prepayment of the Notes  under  this  paragraph  4F  by
delivering  to the Company a new Election Notice or to revoke,  by  written
notice  to  the Company, any prior Election Notice not later than  30  days
following  the  date such revised Change of Control Notice is  given.   The
prepayment  of the Notes pursuant to this paragraph 4F shall occur  on  the
later of (a) the effective date of such Change of Control or (b) 5 Business
Days  following  the date any holder's Election Notice if  given.   If  the
Company  fails to give a Change of Control Notice and a Change  of  Control
occurs,  or fails to give a proper Change of Control Notice as to a  Change
of  Control, without waiver of any right on the part of any holder  of  any
Note  to  accelerate  payment of the Notes pursuant to  paragraph  7A,  any
holder  of a Note may require the Company, on demand, to prepay all of  the
Notes.   Any prepayment on any Note pursuant to this paragraph 4F shall  be
accompanied by the payment of the Yield Maintenance Amount with respect  to
the prepaid principal.

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

     5A.  Reporting Requirements.

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

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

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

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

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

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

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

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

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

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

          (iv)  promptly upon receipt thereof, a copy of each other  report
     (including, without limitation, management letters) submitted  to  the
     Company  or  any Subsidiary by independent accountants  in  connection
     with any annual, interim or special audit made by them of the books of
     the Company or any Subsidiary;

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

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

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

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

     5A(2)      Quarterly  Officer's  Certificates.   Together  with   each
delivery of financial statements required by clauses 5A(i) and (ii)  above,
the   Company  will  deliver  to  each  Significant  Holder  an   Officer's
Certificate   demonstrating  (with  computations  in   reasonable   detail)
compliance with the provisions of paragraphs 6A, 6B, 6C, 6D, 6E and 6G  and
stating that there exists no Event of Default or Default, or, if any  Event
of Default or Default exists, specifying the nature and period of existence
thereof  and  what action the Company has taken, is taking or  proposes  to
take with respect thereto;

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

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

          (i)  an Event of Default or Default;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     5K.  Offer to Prepay.  The Company shall:

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

               (a)   annually in an amount equal to 100% of the Excess Cash
          Flow for the preceding Fiscal Year. Each such prepayment shall be
          payable  on  the  date which is 120 days after the  end  of  each
          Fiscal  Year  and  shall  be calculated based  on  the  financial
          statements delivered pursuant to paragraph 5A(1) hereof; and

               (b)   in amounts equal to (A) 100% of the net proceeds  from
          any  sale  or  other disposition, or series of related  sales  or
          dispositions, by the Company of any assets (other than inventory)
          where the net proceeds exceed $1,000,000, other than (x) any sale
          of  the SSC Securities, or (y) any sale of the assets of the Pork
          Division  or  the  Aquaculture Division,  (B)  100%  of  the  net
          proceeds of any offering by the Company of equity or subordinated
          debt  (other  than  an offering which increases the  outstandings
          under  the  Company's existing subordinated loan certificates  or
          subordinated capital certificates), (C) 100% of the net  proceeds
          from any sale or other disposition, or series of related sales or
          dispositions,  by the Company of any inventory  (other  than  for
          sales of inventory in the ordinary course), or (D) 50% of the net
          proceeds of any sale by the Company of any of the SSC Securities.

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

     5L.   Payment  of  Interest.  By 2:00 p.m. on November  8,  2000,  the
Company  shall  pay the accrued but unpaid interest on the  1997  Series  A
Notes, the 1997 Series B Notes and the 1991 Notes through November 2, 2000.

     6.   NEGATIVE COVENANTS.

     6A(1)     Minimum Quarterly EBITDA.  The Company shall have as of  the
last  day  of the first Fiscal Quarter of Fiscal Year 2001 EBITDA for  such
Fiscal  Quarter in an amount not less than ($5,000,000), and shall have  as
of  the last day of each of the remaining Fiscal Quarters during its Fiscal
Year  2001  EBITDA for such Fiscal Quarter in an amount not less than  that
set forth for such Fiscal Quarter below:

         Fiscal Quarter                          Minimum EBITDA

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

     6A(2)      Minimum  Consolidated Tangible Net  Worth.   The  Company's
Consolidated Tangible Net Worth (less any amount shown as "unrealized  gain
on marketable equity securities" on the Company's financial statements most
recently delivered pursuant to paragraph 5A(1)) will at July 1, 2000, be at
least   $193,000,000,  and  will  at  no  time  thereafter  be  less   than
$190,000,000 plus the sum of (i) 50% of the cumulative Reported Net  Income
of  the  Company  and  its  Consolidated  Subsidiaries  during  the  period
commencing  with  Company's  first  Fiscal  Quarter  2001  (taken  as   one
accounting period), calculated quarterly at the end of each Fiscal Quarter,
and  (ii)  100%  of the cumulative Net Proceeds of Capital  Stock  received
during any period after the Exchange Closing Date, but excluding from  such
calculations of Reported Net Income for purposes of this clause any  Fiscal
Quarter  in  which  the  Reported  Net  Income  of  the  Company  and   its
Consolidated Subsidiaries is negative.

     6A(3)      Current Ratio.  The Company shall not permit the  ratio  of
Consolidated Current Assets to Consolidated Current Liabilities to be  less
than 1.10 to 1.00 (as shown on the Company's financial statements delivered
pursuant to paragraph 5A(1)), calculated as of the last day of each of  the
Company's Fiscal Quarter.

     6A(4)      Interest Coverage Ratio.  The Company shall not permit  the
ratio  of  EBIT for the quarter to Interest Expense for the quarter  to  be
less  than 1.00 to 1.00 as of the end of the third Fiscal Quarter of Fiscal
Year  2001,  or to be less than 1.40 to 1.00 as of the end of  each  Fiscal
Quarter thereafter.

     6A(5)      Senior  Debt Coverage.  The Company shall  not  permit  the
ratio  of (a) Consolidated Senior Debt as of the end of any Fiscal  Quarter
to  (b)  the  sum  of  EBITDA for the Fiscal Quarter then  ending  and  the
preceding  seven Fiscal Quarters (divided by two), to be greater  than  the
ratio  set  forth  opposite the relevant Fiscal Quarter  in  the  following
table:

          Fiscal Quarter                               Minimum EBITDA

          First Fiscal Quarter Fiscal Year 2001        6.00 to 1.00
          Second Fiscal Quarter Fiscal Year 2001       9.50 to 1.00
          Third Fiscal Quarter Fiscal Year 2001        8.50 to 1.00
          Fourth Fiscal Quarter Fiscal Year 2001       8.00 to 1.00
          First Fiscal Quarter Fiscal Year 2002        7.50 to 1.00
          Second Fiscal Quarter Fiscal Year 2002       7.25 to 1.00
          Third Fiscal Quarter Fiscal Year 2002        5.50 to 1.00
          Fourth Fiscal Quarter Fiscal Year 2002       4.50 to 1.00
          First Fiscal Quarter Fiscal Year 2003        4.00 to 1.00
          Second Fiscal Quarter Fiscal Year 2003       3.50 to 1.00
          Third Fiscal Quarter Fiscal Year 2003        3.50 to 1.00
          Thereafter                                   3.00 to 1.00

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

          First Fiscal Quarter Fiscal Year 2001 through
          Third Fiscal Quarter Fiscal Year 2001             0.70 to 1.00

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

          Thereafter                                        0.60 to 1.00

     6A(7)      Fixed  Charge Coverage.  The Company shall not  permit  the
ratio  of  (i) EBIT plus Consolidated Lease Expense, in each case  for  the
period of eight Fiscal Quarters of the Company most recently ended at  such
time, to (ii) Consolidated Interest Expense plus Consolidated Lease Expense
for  such  period to be less than the ratio set forth opposite the relevant
Fiscal Quarter in the following table:

          First Fiscal Quarter Fiscal Year 2001        0.50 to 1.00
          Second Fiscal Quarter Fiscal Year 2001       0.00 to 1.00
          Third Fiscal Quarter Fiscal Year 2001        0.25 to 1.00
          Fourth Fiscal Quarter Fiscal Year 2001       0.25 to 1.00
          First Fiscal Quarter Fiscal Year 2002        0.35 to 1.00
          Second Fiscal Quarter Fiscal Year 2002       0.50 to 1.00
          Third Fiscal Quarter Fiscal Year 2002        0.65 to 1.00
          Fourth Fiscal Quarter Fiscal Year 2002       0.80 to 1.00
          First Fiscal Quarter Fiscal Year 2003        1.00 to 1.00
          Second Fiscal Quarter Fiscal Year 2003       1.25 to 1.00
          Third Fiscal Quarter Fiscal Year 2003        1.25 to 1.00
          Thereafter                                   1.75 to 1.00

     6A(8)      Consolidated  Total Adjusted Debt to EBITDA.   The  Company
shall  not permit the ratio of Consolidated Total Adjusted Debt as  of  the
end  of  any  Fiscal Quarter of the Company to the sum of  EBITDA  for  the
Fiscal Quarter then ending and the preceding seven Fiscal Quarters (divided
by  two),  to  be  greater than the ratio set forth opposite  the  relevant
Fiscal Quarter in the following table:

          First Fiscal Quarter Fiscal Year 2001             6.75 to 1.00
          Second Fiscal Quarter Fiscal Year 2001    		10.60 to 1.00
          Third Fiscal Quarter Fiscal Year 2001             9.25 to 1.00
          Fourth Fiscal Quarter Fiscal Year 2001            8.50 to 1.00
          First Fiscal Quarter Fiscal Year 2002             7.75 to 1.00
          Second Fiscal Quarter Fiscal Year 2002            7.25 to 1.00
          Third Fiscal Quarter Fiscal Year 2002             6.00 to 1.00
          Fourth Fiscal Quarter Fiscal Year 2002            4.50 to 1.00
          First Fiscal Quarter Fiscal Year 2003             4.00 to 1.00
          Second Fiscal Quarter Fiscal Year 2003            3.75 to 1.00
          Third Fiscal Quarter Fiscal Year 2003             3.75 to 1.00
          Thereafter                                        3.50 to 1.00

     6B.   Limitation on Restricted Payments.  The Company will not pay  or
declare any dividend or make any other distribution on or on account of any
class  of  its stock or other equity or make cash distributions  of  equity
(including cash patronage refunds), or make interest payments on equity, or
redeem,  purchase or otherwise acquire, directly or indirectly, any  shares
of  its  stock  or other equity, or redeem, purchase or otherwise  acquire,
directly  or indirectly, any Subordinated Debt, including, but not  limited
to,  its  Subordinated Capital Certificates of Interest, Subordinated  Loan
Certificates  and  Cumulative Preferred Certificates  of  Interest  (except
required redemptions as provided in the indentures pursuant  to which  such
Subordinated Debt was issued), or permit any Subsidiary to do  any  of  the
above  (all  of  the foregoing being herein called "Restricted  Payments"')
except that the Company may make (a) cash patronage refunds in Fiscal  Year
2001  and thereafter in an amount, for each Fiscal Year, not to exceed  10%
of  the member earnings for such Fiscal Year, and (b) present value cashing
retirement  and death payments (net of any amount the Company  receives  as
insurance  proceeds) in an amount not to exceed $5,000,000  in  any  Fiscal
Year; provided that the Company shall not make any Restricted Payments upon
the occurrence and during the continuance of a Default or Event of Default.
So  long  as  no  Default or Event of Default shall have  occurred  and  be
continuing,  there  shall not be included in the definition  of  Restricted
Payments:   (x)  dividends paid, or distributions made,  in  stock  of  the
Company  or  (y) exchanges of stock of one or more classes of the  Company,
except  to the extent that cash or other value is involved in such exchange
or  (z)  dividends  payable by any Subsidiary to  the  Company.   The  term
`equity'  as  used  in this Section 6B shall include the  Company's  common
stock,  preferred  stock, if any, other equity certificates,  and  notified
equity accounts of patrons.

     6C.   Liens.   The  Company  shall  not,  and  shall  not  permit  any
Subsidiary to, create, assume or suffer to exist any Lien upon any  of  its
property or assets whether now owned or hereafter acquired, except:

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

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

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

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

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

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

          (g)   Liens  securing the obligations due to the parties  to  the
     Intercreditor Agreement; and

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

     6D.   Restrictions on Loans, Advances, Investments, Asset Acquisitions
and Contingent Liabilities.  The Company shall not and shall not permit any
Subsidiary to (i) make or permit to remain outstanding any loan or  advance
to,  or  extend credit other than credit extended in the normal  course  of
business  to any Person which is not an Affiliate of the Company,  or  (ii)
guarantee, endorse or otherwise be or become contingently liable,  directly
or  indirectly, in connection with the obligations, stock or  dividends  of
any  Person,  or  (iii) own, purchase or acquire any stock, obligations  or
securities  of, or any other interest in, or make any capital  contribution
to, any Person except as permitted by paragraph 6N, or (iv) acquire all, or
substantially all, of the assets of any Person, in a single or a series  of
related transactions; except that the Company or any Subsidiary may:

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

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

          (c)    own,  purchase  or  acquire  prime  commercial  paper  and
     certificates of deposit in United States commercial banks (whose long-
     term  debt  is  rated  `A' or better by Moody's Investors  Service  or
     Standard  and  Poor's Corporation), in each case due within  one  year
     from the date of purchase and payable in the United States in Dollars;

          (d)   own, purchase and acquire obligations of the United  States
     Government  or  any agency thereof, in each case due within  one  year
     from the date of purchase;

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

          (f)   own,  purchase and acquire repurchase agreements of  United
     States  commercial banks (whose long-term debt is rated `A' or  better
     by  Moody's Investors Service or Standard and Poor's Corporation)  for
     terms  of  less than one year in respect of the foregoing certificates
     and obligations;

          (g)   own,  purchase  and acquire tax-exempt securities  maturing
     within  one year from the date of purchase and rated `A' or better  by
     Moody's Investors Service or Standard and Poor's Corporation;

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

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

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

          (k)  make or permit to remain outstanding investments as a member
     in Golden Peanut in amount not to exceed $27,500,000;

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

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

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

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

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

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

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

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

          (t)   make  or permit to remain outstanding investments in  money
     market funds which invest only in investments described in clauses (c)
     through (h) above.

     6E.   Sale  of  Stock  and Debt of Subsidiaries.   Without  the  prior
written  consent  of  Prudential,  which  consent  shall  be  at  its  sole
discretion,  the Company shall not and shall not permit any  Subsidiary  to
sell  or otherwise dispose of, or part with control of, any shares of stock
or  Indebtedness  of  any  Subsidiary, except to  the  Company  or  another
Subsidiary,  and  except that all shares of stock and Indebtedness  of  any
Subsidiary at the time owned by or owed to the Company and all Subsidiaries
may  be  sold as an entirety for a cash consideration which represents  the
fair  value (as determined in good faith by the Board of Directors  of  the
Company)  at  the  time of sale of the shares of stock and Indebtedness  so
sold,  provided  that  the assets of such Subsidiary do  not  constitute  a
Substantial  Part  of  the  consolidated assets  of  the  Company  and  all
Subsidiaries  and  that  the  earnings of such Subsidiary  shall  not  have
constituted a Substantial Part of Consolidated Net Earnings for any of  the
three Fiscal Years then most recently ended, and further provided that,  at
the  time  of  such  sale,  such Subsidiary  shall  not  own,  directly  or
indirectly,  any  shares of stock or Indebtedness of any  other  Subsidiary
(unless  all  of  the  shares  of  stock and  Indebtedness  of  such  other
Subsidiary  owned,  directly  or  indirectly,  by  the  Company   and   all
Subsidiaries  are simultaneously being sold as permitted by this  paragraph
6E).

     6F.   Merger and Sale of Assets.  The Company shall not and shall  not
permit   any   Subsidiary  to  enter  into  any  transaction   of   merger,
consolidation,  pooling  of  interest, joint venture,  syndicate  or  other
combination  with any other Person or sell, lease, transfer, contribute  as
capital,  or  otherwise  dispose  of all  or  a  Substantial  Part  of  the
consolidated  assets of the Company and all Subsidiaries  or  assets  which
shall have contributed a Substantial Part of Consolidated Net Earnings  for
any  of  the  three Fiscal Years then most recently ended,  in  any  single
transaction or series of related transactions, to any Person, except that:

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

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

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

     6G.   Sale and Lease-Back.  The Company shall not and shall not permit
any  Subsidiary  to enter into any arrangement, with any  Person  or  under
which  such  other  Person is a party, providing for  the  leasing  by  the
Company or any Subsidiary of real or personal property, used by the Company
or any Subsidiary in the operations of the Company or any Subsidiary, which
has  been or is sold or transferred by the Company or any Subsidiary to any
other  Person to whom funds have been or are to be advanced by  such  other
Person  on the security of such rental obligations of the Company  or  such
Subsidiary  except to the extent that the total amount of such arrangements
involve,  at  any one time, assets or property which constitute  an  amount
equal  to  or  less  than ten percent (10%) of Consolidated  Total  Capital
Assets.

     6H.  Sale or Discount of Receivables.  The Company shall not and shall
not  permit  any Subsidiary to sell with recourse or discount or  otherwise
sell  for  less than the face value thereof, any of its notes  or  accounts
receivable.

     6I.   Hedging Contracts.  The Company shall not, and shall not  permit
any  Subsidiary to, enter into any Hedging Contract except:  (a) bona  fide
hedging  transactions  in commodities that represent production  inputs  or
products  to  be marketed, or in commodities needed in operations  to  meet
manufacturing  or  market demands, provided that (i) long positions  and/or
options sold on corn and wheat shall in no event cover more than six months
of the Company's anticipated requirements for feed ingredients, and none of
such  positions and/or options shall cover more than six and one half weeks
of  such  anticipated requirements unless they have been  entered  into  in
compliance  with  the  Company's  Corporate  Policy  For  Future  Contracts
approved by the Board of Directors on April 24, 1998 and have been approved
by the Company's Hedging Committee, (ii) long positions and/or options sold
on  soybean  meal  shall  in no event cover more than  six  months  of  the
Company's anticipated requirements for feed ingredients, and none  of  such
positions  and/or options shall cover more than six and one half  weeks  of
such  anticipated  requirements  unless they  have  been  entered  into  in
compliance  with  the  Company's  Corporate  Policy  For  Future  Contracts
approved by the Board of Directors on April 24, 1998 and have been approved
by the Company's Hedging Committee, (iii) short positions on corn shall not
exceed  2,000,000 bushels, and shall at all times relate to corn  owned  or
contracted for purchase; and (b) foreign exchange contracts, currency  swap
agreements,   interest  rate  exchange  agreements,   interest   rate   cap
agreements,  interest rate collar agreements, and other similar  agreements
and  arrangements which are reasonably related to existing indebtedness  or
to monies to be received or paid in foreign currencies.

     6J.   Issuance of Stock by Subsidiaries.  The Company shall not permit
any Subsidiary (either directly or indirectly by the issuance of rights  or
options for, or securities convertible into, such shares) to issue, sell or
dispose  of  any  shares of its stock of any class (other  than  directors'
qualifying shares, if any) except to the Company or another Subsidiary.

     6K.   Capital  Expenditures.  The Company and its  Subsidiaries  shall
not,  on  a  consolidated  basis,  directly  or  indirectly,  make  Capital
Expenditures in the aggregate (i) in Fiscal Year 2001 exceeding $40,000,000
(provided  that, the Company may make an additional $10,000,000 in  Capital
Expenditures in Fiscal year 2001 at its Live Oak, Florida processing  plant
to  the  extent  necessary to supply the product  under  the  contract  the
Company  is  negotiating as of the date hereof, (ii) in  Fiscal  Year  2002
exceeding  $45,000,000 plus the amount of any available but unused  Capital
Expenditures  from  Fiscal  Year  2001,  and  (iii)  in  any  Fiscal   Year
thereafter,  exceeding  $45,000,000  plus  the  amount,  (if  any),  up  to
$15,000,000  by which the Company's Capital Expenditures for  the  previous
Fiscal Year were less than the amount permitted hereunder.

     6L.   Indebtedness  for Money Borrowed.  The Company  shall  not,  and
shall  not  permit any Subsidiary to, create, incur, assume, or  suffer  to
exist any Indebtedness for Money Borrowed, except for the following:

          (i)  the Notes;

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

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

          (iv) Subordinated Debt; and

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

     6M.   Transactions with Affiliates.  The Company shall not, and  shall
not  permit  any Subsidiary to, enter into or be a party to any transaction
or  arrangement  with  any  Affiliate (including, without  limitation,  the
purchase  from, sale to or exchange of property with, or the  rendering  of
any service by or for, any Affiliate), except in the ordinary course of and
pursuant  to  the  reasonable  requirements  of  the  Company's   or   such
Subsidiary's business and upon fair and reasonable terms no less  favorable
to  the Company or such Subsidiary than would obtain in a comparable arm's-
length transaction with a Person other than an Affiliate.

     6N.   Creation of Subsidiaries.  The Company shall not, and shall  not
permit  any  Subsidiary to, create any Subsidiary except for the  Argentine
Subsidiary and for the creation of a Wholly Owned Subsidiary, provided that
(i)  such  Subsidiary is organized under the laws of a jurisdiction  within
the United States of America, (ii) such Subsidiary executes at the time  of
its  creation  the  Subsidiary  Guaranty  Agreement  and  the  Contribution
Agreement,  (iii)  an  opinion  of counsel, acceptable  to  Prudential,  is
delivered to Prudential confirming the due organization of such Subsidiary,
the   enforceability  of  the  Subsidiary  Guaranty   Agreement   and   the
Contribution Agreement against such Subsidiary, and such other  matters  as
Prudential  may reasonably request, and (iv) no Default exists  immediately
prior to or after the creation of the Subsidiary.

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

     7.   EVENTS OF DEFAULT.

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

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

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

          (iii)      the  Company  or any Subsidiary defaults  (whether  as
     primary  obligor or as guarantor or other surety) in  any  payment  of
     principal  of  or interest on any other obligation for Money  Borrowed
     (or   any  Capitalized  Lease  Obligation,  any  obligation  under   a
     conditional  sale or other title retention agreement,  any  obligation
     issued  or assumed as full or partial payment for property whether  or
     not secured by a purchase money mortgage or any obligation under notes
     payable  or drafts accepted representing extensions of credit)  beyond
     any  period of grace provided with respect thereto, or the Company  or
     any  Subsidiary fails to perform or observe any other agreement,  term
     or   condition  contained  in  any  agreement  under  which  any  such
     obligation is created (or if any other event thereunder or  under  any
     such  agreement shall occur and be continuing) and the effect of  such
     failure or other event is to cause, or to permit the holder or holders
     of  such obligation (or a trustee on behalf of such holder or holders)
     to  cause, such obligation to become due (or to be repurchased by  the
     Company or any Subsidiary) prior to any stated maturity; or

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

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

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

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

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

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

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

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

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

          (xiii)     one or more final judgments in an aggregate amount  in
     excess of $1,000,000 is rendered against the Company or any Subsidiary
     and,  within  30  days after entry thereof, any such judgment  is  not
     discharged  or execution thereof stayed pending appeal, or  within  30
     days  after  the  expiration of any such stay, such  judgment  is  not
     discharged; or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     8E.  Title to Properties. The Company has and each of its Subsidiaries
has good and marketable title to its respective real properties (other than
properties  which it leases) and good title to all of its other  properties
or  assets,  including the properties and assets reflected in  the  balance
sheet  as at July 1, 1999 hereinabove described (other than properties  and
assets disposed of in the ordinary course of business), subject to no  Lien
of  any  kind except Liens permitted by paragraph 6C.  The Company and  its
Subsidiaries  enjoy peaceful and undisturbed possession  under  all  leases
necessary  in  any  material respect for the operation of their  respective
properties  and  assets, none of which contains any unusual  or  burdensome
provisions  which might materially affect or impair the operation  of  such
properties or assets.  All such leases are valid and subsisting and are  in
full force and effect.

     8F.   Taxes.  The Company has and each of its Subsidiaries  has  filed
all  Federal,  State  and  other income tax returns,  which,  to  the  best
knowledge  of  the officers of the Company, are required to be  filed,  and
each  has  paid  all taxes as shown on said returns and on all  assessments
received by it to the extent that such taxes have become due or except such
as  are being contested in good faith by appropriate proceedings for  which
adequate  reserves have been established in accordance with GAAP.   Federal
income  tax returns of the Company and its Subsidiaries have been  examined
and  reported on by the taxing authorities or closed by applicable statutes
and  satisfied for all Fiscal Years prior to and including the Fiscal  Year
ended in 1996.  Income taxes of the Company and its Subsidiaries filed with
the  State  of  Georgia have been examined and reported on  by  the  taxing
authorities or closed by applicable statutes and satisfied for  all  Fiscal
Years prior to and including the Fiscal Year ended in 1998.

     8G.  Conflicting Agreements or Other Matters.  Neither the Company nor
any  of its Subsidiaries is a party to any contract or agreement or subject
to  any  charter  or  other  corporate  restriction  which  materially  and
adversely affects its business, property or assets, or financial condition.
Neither  the  execution nor delivery of this Agreement nor of the  Exchange
Notes,  nor the offering, issuance and exchange of the Exchange Notes,  nor
fulfillment of nor compliance with the terms and provisions hereof  and  of
the  Exchange Notes will conflict with, or result in a breach of the terms,
conditions  or provisions of, or constitute a default under, or  result  in
any  violation of, or result in the creation of any Lien upon  any  of  the
properties or assets of the Company or any of its Subsidiaries pursuant to,
the charter or by-laws of the Company or any of its Subsidiaries, any award
of   any  arbitrator  or  any  agreement  (including  any  agreement   with
stockholders), instrument, order, judgment, decree, statute, law,  rule  or
regulation  to  which  the Company or any of its Subsidiaries  is  subject.
Neither the Company nor any of its Subsidiaries is a party to, or otherwise
subject   to   any  provision  contained  in,  any  instrument   evidencing
Indebtedness  of  the  Company or such Subsidiary, any  agreement  relating
thereto  or  any other contract or agreement (including its charter)  which
limits  the  amount of, or otherwise imposes restrictions on the  incurring
of, Indebtedness of the Company of the type to be evidenced by the Exchange
Notes  except as set forth in the agreements listed in Schedule 8G attached
hereto.

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

     8I.   Use  of Proceeds/Margin Regulations, Etc.  The proceeds  of  the
1991  Notes,  1997  Series A Notes and 1997 Series B Notes  were  used  for
general working capital purposes.  Neither the Company nor any agent acting
on  its  behalf  has taken or will take any action which might  cause  this
Agreement  or the Exchange Notes to violate Regulation U or X  or  (to  our
best  knowledge)  any  other regulation of the Board of  Governors  of  the
Federal Reserve System, or to violate the Securities Exchange Act of  1934,
as  amended, in each case as in effect now or as the same may hereafter  be
in effect.

     8J.   ERISA.   No  accumulated  funding  deficiency  (as  defined   in
section  302, of ERISA and section 412 of the Code), whether or not waived,
exists  with  respect  to any Plan (other than a Multiemployer  Plan).   No
liability  to  the  Pension Benefit Guaranty Corporation  has  been  or  is
expected by the Company to be incurred with respect to any Plan (other than
a Multiemployer Plan) by the Company or any of its Subsidiaries which is or
would be materially adverse to the Company and its Subsidiaries taken as  a
whole.   Neither  the Company nor any of its Subsidiaries has  incurred  or
presently  expects  to incur any withdrawal liability  under  Title  IV  of
ERISA  which  respect  to  any Multiemployer Plan  which  is  or  would  be
materially  adverse to the Company and its Subsidiaries taken as  a  whole.
The  execution and delivery of this Agreement and the issue or exchange  of
the  Exchange Notes will not involve any prohibited transaction within  the
meaning  of  ERISA  or  in connection with which a  tax  could  be  imposed
pursuant  to  section 4975 of the Code or a violation  of  Section  406  or
Section 407 of ERISA.

     8K.  Foreign Assets Control Regulations.  Neither the borrowing by the
Company  hereunder nor its use of the proceeds thereof violated the Foreign
Assets  Control  Regulations, the Cuban Assets Control Regulations  or  the
Iranian Assets Control Regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V).

     8L.   Governmental Consent.  Neither the nature of the Company  or  of
any  Subsidiary, nor any of their respective businesses or properties,  nor
any  relationship  between  the Company or any  Subsidiary  and  any  other
Person,  nor any circumstance in connection with the offer, issue, exchange
or  delivery of the Exchange Notes is such as to require any authorization,
consent, approval, exemption or other action by or notice to or filing with
any  court  or  administrative or governmental  body  (other  than  routine
filings  after  the  date  of  closing with  the  Securities  and  Exchange
Commission  and/or  state  Blue Sky authorities)  in  connection  with  the
execution  and  delivery of this Agreement, the offer, issue,  exchange  or
delivery  of  the Exchange Notes or fulfillment of or compliance  with  the
terms and provisions hereof or of the Exchange Notes.

     8M.   Possession  of Franchises, Licenses, Etc.  The Company  and  its
Subsidiaries  possess all franchise, certificates, licenses,  permits,  and
other authorizations from governmental political subdivisions or regulatory
authorities,  and  all  patents, trademarks, service  marks,  trade  names,
copyrights,  licenses and other rights, free from burdensome  restrictions,
that  are  necessary in any material respect for the ownership, maintenance
and  operation  of their respective properties and assets and  neither  the
Company  nor any Subsidiary is in violation of any thereof in any  material
respect.

     8N.  Pollution and Other Regulations.  The Company and each Subsidiary
have obtained all material permits, licenses and other authorizations which
are required under, and are in material compliance with, Federal, State and
local   laws  and  regulations  relating  to  pollution,  reclamation,   or
protection  of  the  environment, including  laws  relating  to  emissions,
discharges, releases or threatened releases or pollutants, contaminants, or
hazardous  or  toxic  materials or wastes into  air,  water,  or  land,  or
otherwise  relating  to  the  manufacture,  processing  distribution,  use,
treatment,   storage,  disposal,  transport,  or  handling  of  pollutants,
contaminants  or hazardous or toxic materials or wastes.  The  Company  and
each  Subsidiary  are in material compliance with all laws and  regulations
relating  to  equal employment opportunity and employee health and  safety,
and  health  and sanitary codes, in all jurisdictions in which the  Company
and  each  Subsidiary are presently doing business.  The Company  will  and
will  cause each Subsidiary to be in material compliance with all laws  and
regulations which may be legally imposed in the future in jurisdictions  in
which the Company and any Subsidiary may then be doing business.

     8O.   Disclosure.   Neither  this Agreement nor  any  other  document,
certificate or statement furnished to you by or on behalf of the Company in
connection  herewith contains any untrue statement of a  material  fact  or
omits  to  state a material fact necessary in order to make the  statements
contained herein and therein not misleading.  There is no fact peculiar  to
the  Company or any of its Subsidiaries which materially adversely  affects
or  in  the  future may (so far as the Company can now foresee)  materially
adversely  affect the business, property or assets, or financial  condition
of  the Company or any of its Subsidiaries which has not been set forth  in
this  Agreement  or  in  the other documents, certificates  and  statements
furnished to you by or on behalf of the Company contemplated hereby.

     9.    REPRESENTATIONS  OF PRUDENTIAL.  Prudential represents  that  it
acquired  the  1991 Notes, the 1997 Series A Notes and the  1997  Series  B
Notes  for  investment for its own account, not as a nominee or agent,  and
not  with  a  view  to, or for resale in connection with, any  distribution
thereof  within  the  meaning  of the Securities  Act,  provided  that  the
disposition  of  Prudential's property shall at all  times  be  and  remain
within its control.

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

     10A. Yield-Maintenance Terms.

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

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

     "Discounted Value" shall mean, with respect to the Called Principal of
any  Note,  the  amount  obtained by discounting  all  Remaining  Scheduled
Payments  with  respect  to  such Called Principal  from  their  respective
scheduled  due  dates to the Settlement Date with respect  to  such  Called
Principal, in accordance with accepted financial practice and at a discount
factor  (as  converted to reflect the periodic basis on which  interest  on
such  Note  is payable, if interest is payable other than on a  semi-annual
basis)  equal  to  the  Reinvestment Yield  with  respect  to  such  Called
Principal.

     "Reinvestment Yield" shall mean, with respect to the Called  Principal
of  any  Note, the Designated Spread over the yield to maturity implied  by
(i) the yields reported, as of 10:00 A.M. (New York City local time) on the
Business Day next preceding the Settlement Date with respect to such Called
Principal,  on the display designated as "Page 678" on the Bridge  Telerate
Service  (or  such  other display as may replace page  678  on  the  Bridge
Telerate  Service)  for actively traded U.S. Treasury securities  having  a
maturity equal to the Remaining Average Life of such Called Principal as of
such  Settlement Date, or if such yields shall not be reported as  of  such
time  or  the  yields reported as of such time shall not be  ascertainable,
(ii)  the Treasury Constant Maturity Series yields reported, for the latest
day  for  which such yields shall have been so reported as of the  Business
Day  next  preceding  the  Settlement Date  with  respect  to  such  Called
Principal,  in  Federal  Reserve Statistical Release  H.15  (519)  (or  any
comparable  successor  publication)  for  actively  traded  U.S.   Treasury
securities  having a constant maturity equal to the Remaining Average  Life
of  such  Called Principal as of such Settlement Date.  Such implied  yield
shall  be  determined, if necessary, by (a) converting U.S.  Treasury  bill
quotations to bond-equivalent yields in accordance with accepted  financial
practice and (b) interpolating linearly between yields reported for various
maturities.   The  Reinstatement Yield will be rounded to  that  number  of
decimal places as appears in the Applicable Rate for the Notes.

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

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

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

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

     10B. Other Terms.

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

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

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

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

 TAD to   Greater  Less   Less   Less    Less   Less    Less      Less
 EBITDA    than    than   than   than    than   than    than      than
           5.0      or     or     or      or     or      or        or
           	      equal   equal  equal   equal   equal   equal     equal
                 to 5.0  to 4.5  to 4.0  to 3.75 to 3.25 to 2.75   to 2.25
                   or      or      or       or      or      or        or
                 greater  greater greater greater greater greater  greater
                 than      than    than    than    than    than      than
                   4.5     4.0     3.75     3.25    2.75     2.25     2.25

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

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

Series A          11.50%  11.50%
Exchange
Notes due
June 2001


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

     "Argentine Subsidiary" shall mean an investment by Gold Kist or one of
its  Subsidiaries in a Subsidiary to be formed in Argentina, provided  that
the  total of all loans to and investments in such Subsidiary by Gold  Kist
or  any Subsidiary does not exceed the statutorily required minimum capital
under the laws of Argentina and in no event more than US$1,000,000.

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

     "Bank  Agreement" shall mean that certain Amended and Restated  Credit
Agreement  dated as of November 3, 2000 among the Company,  various  banks,
lending  institutions  and  institutional investors  a  party  thereto  and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland",
New  York  Branch, as Agent, as it may be amended, modified or supplemented
in a manner acceptable to Prudential.

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

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

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

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

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

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

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

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

     "Company" shall mean Gold Kist Inc.

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

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

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

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

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

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

     "Consolidated  Senior  Debt" shall mean the sum  of  (a)  Consolidated
Total   Adjusted  Debt,  less  (b)  any  amounts  outstanding   under   any
subordinated  certificates issued by the Company, and less  (c)  any  other
Consolidated  Total  Adjusted Debt subordinated to  the  repayment  of  the
Company's  obligations to the Notes in form and substance  satisfactory  to
the Required Holders.

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

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

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

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

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

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

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

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

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

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

     "Environmental Laws" shall mean all federal, state, local and  foreign
statutes and codes or regulations, rules or ordinances issued, promulgated,
or  approved  thereunder,  now or hereafter in effect  (including,  without
limitation, those with respect to asbestos or asbestos containing  material
or  exposure  to  asbestos or asbestos containing  material),  relating  to
pollution  or  protection of the environment and relating to public  health
and  safety, relating to (i) emissions, discharges, releases or  threatened
releases  of  pollutants, contaminants, chemicals or  industrial  toxic  or
hazardous   constituents,   substances  or   wastes,   including,   without
limitation, any Hazardous Substances, petroleum, including crude oil or any
fraction  thereof,  any  petroleum product or  other  waste,  chemicals  or
substances   regulated  by  any  Environmental  Law  into  the  environment
(including,  without limitation, ambient air, surface water, ground  water,
land  surface  or subsurface strata), or (ii) the manufacture,  processing,
distribution, use, generation, treatment, storage, disposal,  transport  or
handling of any Hazardous Substances, petroleum, including crude oil or any
fraction  thereof,  any  petroleum product or  other  waste,  chemicals  or
substances  regulated  by  any Environmental  Law,  and  (iii)  underground
storage tanks and related piping, and emissions, discharges and releases or
threatened releases therefrom, such Environmental Laws to include,  without
limitation,  (i)  the Clean Air Act (42 U.S.C.  7401  et  seq.),  (ii)  the
Clean  Water Act (33 U.S.C.  1251 et seq.), (iii) the Resource Conservation
and  Recovery  Act  (42  U.S.C.  6901 et seq.), (iv) the  Toxic  Substances
Control   Act  (15  U.S.C.   2601  et  seq.),  and  (v)  the  Comprehensive
Environmental  Response Compensation and Liability Act, as amended  by  the
Superfund Amendments and Reauthorization Act (42 U.S.C.  9601 et seq.).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Hedging   Contracts"  shall  mean  any  forward  contracts,   futures
contracts,  foreign exchange contracts, currency swap agreements,  interest
rate  exchange  agreements,  interest rate cap  agreements,  interest  rate
collar  agreements,  and other similar agreements and arrangements  entered
into  by  any  Person  designed to protect against fluctuations  in  either
foreign exchange rates or interest rates.

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

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

     "Intercreditor Agreement" shall mean that certain Amended and Restated
Intercreditor Agreement dated as of November 3, 2000 among the Company, the
various banks, lending institutions and institutional investors a party  to
the  Bank  Agreement,  and  Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A.,   "Rabobank  Nederland",  New  York  Branch,  as  amended,  modified,
supplemented or restated from time to time in accordance with its terms.

     "Lien"   shall   mean   any  mortgage,  pledge,   security   interest,
encumbrance, lien (statutory or otherwise) or charge of any kind (including
any  agreement to give any of the foregoing, any conditional sale or  other
title  retention agreement, any lease in the nature thereof, and the filing
of  or  agreement  to  give  any  financing  statement  under  the  Uniform
Commercial  Code  of  any jurisdiction) or any other type  of  preferential
arrangement for the purpose, or having the effect, of protecting a creditor
against  loss  or  securing the payment or performance  of  an  obligation,
including any rights of setoff (whether by statute, common law, contract or
otherwise).

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

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

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

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

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

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

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

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

          (d)   Indebtedness that is such by virtue of subsection (iii)  of
     the  definition  of  Indebtedness, but only to  the  extent  that  the
     obligations   guaranteed  are  obligations   that   would   constitute
     Indebtedness for Money Borrowed.

     "Multiemployer  Plan" shall mean any Plan which  is  a  "multiemployer
plan" (as such term is defined in section 4001(a)(3) of ERISA.

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

     "1991 Notes" shall have the meaning specified in paragraph 1.

     "1997 Series A Notes" shall have the meaning specified in paragraph 1.

     "1997 Series B Notes" shall have the meaning specified in paragraph 1.

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

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

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

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

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

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

     "Prudential Affiliate" shall mean any corporation or other entity  all
of the Voting Stock (or equivalent voting securities or interests) of which
is owned by Prudential either directly or through Prudential Affiliates.

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

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

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

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

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

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

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

     "Senior  Note Holders" shall mean the holders, from time to  time,  of
(i)  the notes issued pursuant to that certain Master Loan Agreement, dated
as  of August 1, 1996, with CoBank, ACB, as amended December 23, 1997,  and
that  certain multiple Advance Term Loan Supplement dated September 1, 1997
with  CoBank,  ACB,  as such notes or agreements may be modified,  amended,
renewed, refinanced or replaced, or (ii) the Notes.

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

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

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

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

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

     "Subordinated Capital Certificates of Interest" shall mean those  debt
instruments issued by the Company to the public under Trust Indentures with
SunTrust  Bank,  Atlanta, Georgia, as Trustee, registered with  the  United
States  Securities and Exchange Commission and having maturities of greater
than one year.

     "Subordinated  Debt" shall mean all Indebtedness  for  Money  Borrowed
wherein the principal and premium, if any, and interest is subordinated and
junior  in  right  of payment to the prior payment in  full  of  all  other
Indebtedness  of  the Company for Money Borrowed except other  Subordinated
Debt  including, but not limited to, the Subordinated Capital  Certificates
of   Interest,   Subordinated   Loan   Certificates,   Subordinated   Large
Denomination   Loan   Certificates,  and   Cumulative   Preferred   Capital
Certificates  of  Interest,  issued by the Company,  an  example  of  whose
subordination provisions is annexed hereto as Schedule 10B-1.

     "Subordinated  Loan  Certificates" shall mean those  debt  instruments
issued  by  the Company to the public under Trust Indentures with  SunTrust
Bank,  Atlanta,  Georgia, as Trustee, registered  with  the  United  Stated
Securities  and Exchange Commission and having maturities of  one  year  or
less.

     "Subsidiary"  shall mean any corporation, association  or  partnership
organized  under  the laws of any State of the United  States  of  America,
Canada, or any Province of Canada, which conducts the major portion of  its
business in and makes the major portion of its sales to Persons located  in
the United States of America, Canada, and at least a majority of the Voting
Stock  of  which shall, at the time as of which any determination is  being
made,  be  owned  by  the Company either directly or through  Subsidiaries,
including,  without limitation, as of the date thereof, those  Subsidiaries
listed on Schedule 10B-2 hereto.

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

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

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

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

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

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

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

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

Any obligation secured by a Lien on, or payable out of the proceeds of
production from, property of the Company or any Subsidiary shall be deemed
to be Total Debt of the Company or such Subsidiary even though such
obligation shall not be assumed by the Company or such Subsidiary.
     "Transferee" shall mean any direct or indirect transferee  of  all  or
any part of any Note purchased by Prudential under this Agreement.

     "Voting Stock" shall mean, with respect to any corporation, any shares
of  stock  of  such corporation whose holders are entitled  under  ordinary
circumstances  to  vote for the election of directors of  such  corporation
(irrespective  of whether at the time stock of any other class  or  classes
shall  have  or might have voting power by reason of the happening  of  any
contingency).

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

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

     11.  MISCELLANEOUS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                         Very truly yours,

                         GOLD KIST INC.



                         By: /s/ Stephen O. West
                           Name:  Stephen O. West
                           Title:  CFO and Treasurer


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

THE PRUDENTIAL INSURANCE
   COMPANY OF AMERICA



By:  /s/ Billy B. Greer
  Vice President


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



By: /s/ Paul Price
  Vice President

                                 EXHIBIT A
                          [FORM OF EXCHANGE NOTE]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND  MAY
NOT BE OFFERED OR SOLD IN VIOLATION OF SUCH ACT

THIS  NOTE  IS  GIVEN IN SUBSTITUTION AND WITHOUT NOVATION OF A  PROMISSORY
NOTE DATED ____ ISSUED BY GOLD KIST INC.

                              GOLD KIST INC.


                      SERIES __ SENIOR NOTE DUE _____


No. R-                                            _____ ___, 2000
$_______


     FOR VALUE RECEIVED, the undersigned, GOLD KIST INC. (herein called the
"Company"),  a  corporation organized and existing under the  laws  of  the
State  of  Georgia,  hereby  promises to pay to  THE  PRUDENTIAL  INSURANCE
COMPANY  OF AMERICA, or registered assigns, the principal sum of ______  on
_______,  with  interest (computed on the basis of a  360-day  year--30-day
month) (a) on the unpaid balance thereof at the Applicable Rate (as defined
in  the  Note  Agreement, referenced below) from the date  hereof,  payable
quarterly on the __th day of ___, ___, ___ and ___ in each year, commencing
with  the ___, ___, ___ and ___ next succeeding the date hereof, until  the
principal hereof shall have become due and payable, and (b) on any  overdue
payment  (including  any  overdue prepayment)  of  principal,  any  overdue
payment  of  Yield Maintenance Amount and any overdue payment of  interest,
payable  quarterly as aforesaid (or at the option of the registered  holder
hereof,  on  demand), or if an Event of Default under  the  Note  Agreement
shall  have  occurred and be continuing, at a rate per annum from  time  to
time  equal to the greater of (i) Applicable Rate plus 2% or (ii)  2%  over
the  rate of interest publicly announced by Bank of New York from  time  to
time in New York City as its prime rate.

     Payments  of principal, Yield Maintenance Amount, if any, and interest
are  to be made at the main office of Bank of New York in New York City  or
at  such other place as the holder hereof shall designate to the Company in
writing, in lawful money of the United States of America.

     This  Note  is  one  of  a Series of Exchange  Notes  (as  amended  or
substituted,  the "Notes") issued pursuant to a Consolidated,  Amended  and
Restated  Note Agreement, dated as of November 3, 2000 (as it has been  and
may  be  amended, the "Note Agreement"), between the Company,  on  the  one
hand,  and  The Prudential Insurance Company of America and each Prudential
Affiliate  which becomes party thereto, on the other hand, and is  entitled
to  the  benefits  thereof.  As provided in the  Agreement,  this  Note  is
subject  to  prepayment, in whole or from time to time in  part,  with  the
Yield Maintenance Amount as specified in the Agreement.

     This Note is a registered Note and, as provided in the Agreement, upon
surrender  of  this  Note for registration of transfer, duly  endorsed,  or
accompanied  by  a  written instrument of transfer duly  executed,  by  the
registered  holder  hereof  or such holder's attorney  duly  authorized  in
writing,  a  new  Note for the then outstanding principal  amount  will  be
issued  to,  and registered in the name of, the transferee.  Prior  to  due
presentment for registration of transfer, the Company may treat the  person
in  whose name this Note is registered as the owner hereof for the  purpose
of  receiving payment and for all other purposes, and the Company shall not
be affected by any notice to the contrary.

     In  case  an  Event  of  Default shall occur and  be  continuing,  the
principal of this Note may be declared or otherwise become due and  payable
in the manner and with the effect provided in the Agreement.

     Capitalized terms used and not otherwise defined herein shall have the
meanings (if any) provided in the Agreement.

     THIS  NOTE  IS INTENDED TO BE PERFORMED IN THE STATE OF NEW  YORK  AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAW OF SUCH
STATE.

                         GOLD KIST INC.



                         By: ____________________________
                         Title: ___________________________


                                 EXHIBIT B
                  [FORM OF OPINION OF COMPANY'S COUNSEL]




                                         [Closing Date]


The Prudential Insurance Company of America
(on its own behalf and as asset manager for the
Gateway Recovery Trust, "Prudential")
c/o Prudential Capital Group
Two Ravinia Drive, Suite 1400
Atlanta, Georgia  30346

Ladies and Gentlemen:

     We  have  acted  as  counsel for Gold Kist Inc.  (the  "Company"),  in
connection with the Consolidated, Amended and Restated Note Agreement dated
as  of  November  3,  2000  (the  "Agreement"),  between  the  Company  and
Prudential  and  each Prudential Affiliate which becomes a  party  thereto,
pursuant  to which the Company has issued to you today (i) in exchange  for
the  Company's senior promissory notes in the aggregate original  principal
amount  of  $20,000,000, dated June 28, 1991 to mature June 28,  2001,  the
Series A Exchange Note (the "Series A Exchange Note"); (ii) in exchange for
the  Company's senior promissory notes in the aggregate original  principal
amount  of  $30,000,000, dated February 11, 1997, to  mature  February  11,
2012,  the  Series  B  Exchange Note (the "Series B  Exchange  Note");  and
(iii)  in  exchange  for  the  Company's senior  promissory  notes  in  the
aggregate principal amount of $25,000,000 dated May 30, 1997, to mature May
30,  2012,  the Series C Exchange Note (the "Series C Exchange Note")  (the
Series  A  Exchange  Note, the Series B Exchange  Note  and  the  Series  C
Exchange  Note hereinafter referred to as the "Notes").  Capitalized  terms
used  and not otherwise defined herein shall have the meanings provided  in
the  Agreement.   This letter is being delivered to you in satisfaction  of
the  condition set forth in paragraph 3A(v) of the Agreement and  with  the
understanding  you  are purchasing the Notes in reliance  on  the  opinions
expressed herein.

     In  this  connection,   we have examined such certificates  of  public
officials, certificates of officers of the Company and copies certified  to
our  satisfaction of corporate documents and records of the Company and  of
other  papers, and have made such other investigations, as  we  have deemed
relevant  and necessary as a basis for our opinion hereinafter  set  forth.
We  have  relied upon such certificates of public officials and of officers
of  the  Company  with respect to the accuracy of material factual  matters
contained  therein which were not independently established.  With  respect
to  the  opinion expressed in paragraph 3 below, we  have also relied  upon
the representation made by you in paragraph 8H of the Agreement.

     Based on the foregoing, it is our opinion that:

     1.    The Company is a corporation duly organized and validly existing
in  good standing under the laws of the State of Georgia.  The Company  has
the corporate power to carry on its businesses as now being conducted.

     2.    The  Agreement, the Notes and all other Related  Documents  have
been  duly  authorized by all requisite corporate action and duly  executed
and  delivered  by  authorized  officers of  the  Company,  and  are  valid
obligations  of  the Company, legally binding upon and enforceable  against
the  Company  in  accordance with their respective terms,  except  as  such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization
or  other  similar  laws  affecting the enforcement  of  creditors'  rights
generally and (b) general principles of equity (regardless of whether  such
enforceability  is considered in a proceeding in equity or  at  law).   The
Notes are entitled to the benefits of the Note Agreement.

     3.    It  is  not necessary in connection with the offering, issuance,
sale and delivery of the Notes under the circumstances contemplated by  the
Agreement  to register the Notes under the Securities Act or to qualify  an
indenture in respect of the Notes under the Trust Indenture Act of 1939, as
amended.

     4.    The extension, arranging and obtaining of the credit represented
by  the Notes do not result in any violation of regulation T, U or X of the
Board of Governors of the Federal Reserve System.

     5.    The  execution and delivery of the Agreement, the Notes and  all
other  Related Documents, the offering, issuance and sale of the Notes  and
fulfillment  of  and  compliance  with the  respective  provisions  of  the
Agreement, the Notes and all other Related Documents do not conflict  with,
or  result  in  a  breach of the terms, conditions  or  provisions  of,  or
constitute a default under, or result in any violation of, or result in the
creation  of  any Lien upon any of the properties or assets of the  Company
pursuant to, or require any authorization, consent, approval, exemption, or
other  action  by or notice to or filing with any court, administrative  or
governmental  body  or other Person (other than routine filings  after  the
date  hereof with the Securities and Exchange Commission and/or state  Blue
Sky  authorities) pursuant to, the charter or by-laws of the  Company,  any
applicable law (including any securities or Blue Sky law), statute, rule or
regulation or (insofar as is known to us after having made due inquiry with
respect   thereto)  any  agreement  (including,  without  limitation,   any
agreement  listed  in  Schedule  8G to the Agreement),  instrument,  order,
judgment or decree to which the Company  is a party or otherwise subject.

     6.    A  Georgia  court or a federal court sitting  in  Georgia  in  a
diversity action would, under conflicts of law principles observed  by  the
courts  of  Georgia,  give effect to the provisions of the  Agreement,  the
Notes and all other Related Documents providing that such documents are  to
be  governed by and construed in accordance with the laws of the  State  of
New  York insofar as such provisions relate to the substantive laws of  the
State of New York and to the validity, nature, interpretation and effect of
the  Agreement, the Notes and all other Related Documents except (i) to the
extent,  if  any,  that  federal  law applies,  (ii)  to  the  extent  that
procedural  (as opposed to substantive) laws are involved or (iii)  to  the
extent the applicable law of the State of New York violates a public policy
of Georgia.

     This opinion is limited to matters governed by the federal laws of the
United  States of America and the laws of the States of New  York  and  the
State of Georgia.

     This opinion may be relied upon by King & Spalding and any Transferee.


                              Very truly yours,



[13821]


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>b10f2.txt
<DESCRIPTION>EXHIBIT B-10(F)(2)
<TEXT>


                            EXHIBIT B-10(f)(2)



                    WITHDRAWAL AND ASSIGNMENT AGREEMENT


     This Withdrawal and Assignment Agreement (the "Agreement") is made and

entered into as of the first day of July, 2001 by and between Golden Peanut

Company, LLC, a Georgia limited liability company ("Golden") and Gold Kist,

Inc., a Georgia corporation ("Gold Kist").



                                 RECITALS



     WHEREAS, by letter dated July 31, 2001, Gold Kist notified Golden  and

its  Members of the election of Gold Kist to withdraw from Golden effective

July 31, 2002, in accordance with Section 3.1 of the Operating Agreement of

Golden, dated as of March 30, 2000 (the "Operating Agreement");



     WHEREAS,  Golden,  Golden's Members (unanimously by  consent  to  this

Agreement  and  pursuant to Section 2.2(h) of the Operating Agreement)  and

Gold  Kist have agreed to modify the terms of exit as specified in  Section

3.1  of  the Operating Agreement by accelerating the effective date of  the

withdrawal  of  Gold Kist from Golden so that the effective  date  of  such

withdrawal shall be July 1, 2001.



     NOW,   THEREFORE,  in  consideration  of  the  mutual  covenants   and

conditions herein contained and other good and valuable consideration,  the

receipt  and sufficiency of which is hereby acknowledged, Golden  and  Gold

Kist hereby agree as follows:



       1.    Terms.   Terms used in this Agreement which are defined  in  the
Operating  Agreement  shall  have the same meaning  for  purposes  of  this
Agreement as such terms have for purposes of the Operating Agreement.

       2.   Distribution Calculation.  Section 3.1(c) of the Operating Agreement
provides that Golden shall pay the withdrawing Member the amount equal to
the withdrawing Member's Interest times the book value of Golden as of the
effective date of withdrawal.  At July 1, 2001, the Member Interest of Gold
Kist was Twenty-Four and Nine Hundred Fifty Eight One Thousands percent
(24.95886%).  According to the unaudited balance sheet of Golden for its
fiscal year ended June 30, 2001, a copy of which has been provided to Gold
Kist (the "6/30/01 Unaudited Balance Sheet"), the book value was Ninety
Seven Million One Hundred Forty-Four Thousand Eight Hundred and Ninety-Two
Dollars ($97,144,892).  Accordingly, pursuant to the 6/30/01 Unaudited
Balance Sheet, Gold Kist would be entitled to Twenty Four Million Two
Hundred Forty-Six Thousand Two Hundred and Fifty-Eight Dollars
($24,246,258) as a withdrawing distribution as of July 1, 2001 (the
"Unaudited Distribution").  Simultaneous with the execution of this
Agreement, Golden shall pay Gold Kist the Unaudited Distribution in
immediately available funds.  The parties acknowledge that Golden expects
to receive an audited balance sheet as of June 30, 2001 (the "6/30/01
Audited Balance Sheet") in September, 2001.  Promptly upon receipt, Golden
shall deliver a copy of the 6/30/01 Audited Balance Sheet to Gold Kist
along with the calculation of the amount due Gold Kist pursuant to
Section 3.1(c) of the Operating Agreement and the 6/30/01 Audited Balance
Sheet (the "Audited Distribution").  If the Audited Distribution exceeds
the Unaudited Distribution, Golden shall promptly pay Gold Kist such
excess.  If the Unaudited Distribution exceeds the Audited Distribution,
Gold Kist shall promptly pay Golden such excess.

     3.   Assignment.  Gold Kist does hereby transfer, assign and convey all of
its Member's Interest to Golden, including, without limitation, all of its
right, title and interest in and to the profits, losses, distributions and
assets of Golden.  This assignment shall be effective as of July 1, 2001.
Accordingly, Gold Kist does hereby waive any interest it may have in and to
the profits, losses, distributions and assets of Golden arising, accruing
or existing after June 30, 2001.

       4.   Representations.  Gold Kist hereby represents and warrants
to Golden as follows:

(a)  It has good and marketable title to its Member's Interest, free and
clear of any lien, pledge, security interest or other encumbrance of any
kind; and

(b)  It has the corporate power and authority to (i) execute and deliver
this Agreement, and (ii) perform its obligations hereunder.  The execution,
delivery and performance of this Agreement have been duly authorized by its
Board of Directors (or the Executive Committee thereof) and no other
corporate or shareholder proceeding on its part is necessary to authorize
the execution, delivery or performance of this Agreement or the
consummation of the transaction contemplated hereby.  This Agreement is
legal, valid, binding and enforceable against it in accordance with its
terms.

     5.    Services.   In accordance with Section 1.5(a) of  the  Operating
Agreement, Gold Kist has been performing certain services for Golden.  Gold
Kist  acknowledges  its obligation under Section 1.5(a)  of  the  Operating
Agreement  to  cooperate with and continue to provide such services  and/or
support to Golden for a reasonable time not to exceed six (6) months.

     6.   Reimbursement Agreement.  Simultaneous with the execution of this
Agreement, the parties have entered into a First Amendment to the
Reimbursement Agreement, dated as of March 30, 2000, among Golden, Gold
Kist, Alimenta (U.S.A.), Inc. (formerly Alimenta Holdings, Inc.), Archer-
Daniels-Midland Company and Cargill, Incorporated.

     7.   Litigation Sharing and Indemnification Agreement.  Gold Kist
acknowledges and agrees that its obligations under the Litigation Sharing
and Indemnification Agreement among Golden, Gold Kist, Alimenta (U.S.A.),
Inc. (formerly Alimenta Holdings, Inc.), Cargill Incorporated and Archer-
Daniels-Midland Company, dated as of March 30, 2000, shall survive this
Agreement and the withdrawal of Gold Kist from Golden and shall continue in
full force and effect and be binding upon and enforceable against Gold Kist
notwithstanding Gold Kist's withdrawal as a Member of Golden.

     8.   Further Assurances.  The parties to this Agreement agree to provide
all other information, execute and deliver any further instruments or
documents and take or forebear from any further acts, that may be
reasonably required or useful to carry out the intent and purpose of this
Agreement.

     9.   Entire Agreement.  This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements and
understandings of the parties in connection herewith.  No change in or
additions to this Agreement shall be binding upon the parties hereto unless
and until in writing and signed by an authorized representative of each
party.

     10.  Applicable Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia.

     In Witness Whereof, the parties hereto have caused this Agreement to
be executed as of July 1, 2001 by their duly authorized representatives.





                                  GOLD KIST, INC.







                                  By:  /s/ John Bekkers



                                    Name: John Bekkers

                                    Title: CEO and President







                                  GOLDEN PEANUT COMPANY, LLC







                                  By:  /s/

                                    James W. Dorsett

                                    President



The Members hereby consent to Gold Kist, Inc.'s withdrawal from Golden

Peanut Company, LLC pursuant to Section 2.2(h) of the Operating Agreement

to the extent such withdrawal is not pursuant to Section 3 of the Operating

Agreement.





                                  Alimenta (U.S.A.), Inc.



                                  By:  /s/

                                    Name:

                                    Title:



                                  Archer-Daniels-Midland Company



                                  By:  /s/

                                    Name:

                                    Title:



                                  Cargill Incorporated



                                  By:  /s/

                                    Name:

                                    Title:





13797


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>b10h1.txt
<DESCRIPTION>EXHIBIT B-10(H)(1)
<TEXT>
                               EXHIBIT B-10(h)(1)









                   AMENDED AND RESTATED CREDIT AGREEMENT


                       Dated as of November 3, 2000


                               By and Among

                              GOLD KIST INC.,

                               as Borrower,

                   VARIOUS BANKS, LENDING INSTITUTIONS,
                        AND INSTITUTIONAL INVESTORS

                                as Lenders,

                                    and

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

                                 As Agent


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


Exhibits:

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

Schedules:

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

                   AMENDED AND RESTATED CREDIT AGREEMENT


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


                           W I T N E S S E T H:


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

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

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

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

                                ARTICLE 1.


                                DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Environmental Laws" shall mean all federal, state, local and foreign
statutes and codes or regulations, rules or ordinances issued, promulgated,
or approved thereunder, now or hereafter in effect (including, without
limitation, those with respect to asbestos or asbestos containing material
or exposure to asbestos or asbestos containing material), relating to
pollution or protection of the environment and relating to public health
and safety, relating to (i) emissions, discharges, releases or threatened
releases of pollutants, contaminants, chemicals or industrial toxic or
hazardous constituents, substances or wastes, including, without
limitation, any Hazardous Substances, petroleum, including crude oil or any
fraction thereof, any petroleum product or other waste, chemicals or
substances regulated by any Environmental Law into the environment
(including, without limitation, ambient air, surface water, ground water,
land surface or subsurface strata), or (ii) the manufacture, processing,
distribution, use, generation, treatment, storage, disposal, transport or
handling of any Hazardous Substances, petroleum, including crude oil or any
fraction thereof, any petroleum product or other waste, chemicals or
substances regulated by any Environmental Law, and (iii) underground
storage tanks and related piping, and emissions, discharges and releases or
threatened releases therefrom, such Environmental Laws to include, without
limitation, (i) the Clean Air Act (42 U.S.C.  7401 et seq.), (ii) the
Clean Water Act (33 U.S.C.  1251 et seq.), (iii) the Resource Conservation
and Recovery Act (42 U.S.C.  6901 et seq.), (iv) the Toxic Substances
Control Act (15 U.S.C.  2601 et seq.), and (v) the Comprehensive
Environmental Response Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act (42 U.S.C.  9601 et seq.).

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

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

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

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

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

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

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

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

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

     "Fixed Rate" shall mean 10.57% per annum.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (d)  Indebtedness that is such by virtue of subsection (iii) of the
     definition of Indebtedness, but only to the extent that the
     obligations guaranteed are obligations that would constitute
     Indebtedness for Money Borrowed.

     "Multiemployer Plan" shall mean any Plan which is a "multiemployer
plan" (as such term is defined in Section 4001 of ERISA).

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

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

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

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

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

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

     "PBGC" shall mean the Pension Benefit Guaranty Corporation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Senior Notes" shall mean (i) the notes issued pursuant to that
certain Master Loan Agreement, dated as of August 1, 1996, with CoBank,
ACB, as amended December 23, 1997, and that certain multiple Advance Term
Loan Supplement dated September 1, 1997 with CoBank, ACB, as such notes or
agreements may be modified, amended,  renewed, refinanced or replaced, and
(ii) the notes issued pursuant to that certain Note Purchase and Private
Shelf Agreement dated February 11, 1997, with The Prudential Insurance
Company of America, and that certain Note Agreement dated June 3, 1991 with
The Prudential Insurance Company of America, as such notes or agreements
may be modified, amended,  renewed, refinanced or replaced.

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

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

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

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

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

     "Swing Line Bank" shall mean Rabobank.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Voting Stock" shall mean, with respect to any Person, any shares of
stock or other form of ownership interest of such Person having general
voting power under ordinary circumstances to elect a majority of the Board
of Directors of such Person (irrespective of whether or not at the time
stock of any other class or classes shall have or might have voting power
by reason of the happening of any contingency).

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

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

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

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

                                ARTICLE 2.

                             CREDIT FACILITIES

     Section 2.1.   The Loans.

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

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

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

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

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

                                ARTICLE 3.

                            GENERAL LOAN TERMS

     Section 3.1.   Notes; Repayment of Principal.

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

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

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

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

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

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

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

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

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

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

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

     Section 3.3.   Reduction of Commitments.

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

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

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

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

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

     Section 3.6    Funding Notices.

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

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

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

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

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

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

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

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

     Section 3.7    Disbursement of Funds.

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

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

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

     Section 3.8.   Interest.

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

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

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

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

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

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

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

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

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

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

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

     Section 3.10.  Voluntary Prepayments of Loans.

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

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

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

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

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

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

     Section 3.11.  Payments, etc.

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

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

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

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

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

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

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

     Section 3.13.  Illegality.

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

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

     Section 3.14.  Increased Costs.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE 4.

            CONDITIONS TO LOAN CLOSING AND EXTENSIONS OF LOANS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE 5.

                      REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE 6.

                           AFFIRMATIVE COVENANTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE 7.

                            NEGATIVE COVENANTS

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

     Section 7.1.   Financial Covenants.

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

          Fiscal Quarter                          Minimum EBITDA

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

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

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

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

     (e)  Senior Debt Coverage.  The Borrower shall not permit the ratio of
(a) Consolidated Senior Debt as of the end of any fiscal quarter to (b) the
sum of EBITDA for the fiscal quarter then ending and the preceding seven
fiscal quarters (divided by two), to be greater than the ratio set forth
opposite the relevant fiscal quarter in the following table:

          Fiscal Quarter                          Ratio

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

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

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

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

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

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

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

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

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

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

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

     Section 7.4.   Restrictions on Loans, Advances, Investments, Asset
Acquisitions and Contingent Liabilities.  The Borrower shall not and shall
not permit any Subsidiary to (i) make or permit to remain outstanding any
loan or advance to, or extend credit other than credit extended in the
normal course of business to any Person which is not an Affiliate of the
Borrower, or (ii) guarantee, endorse or otherwise be or become contingently
liable, directly or indirectly, in connection with the obligations, stock
or dividends of any Person, or (iii) own, purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any Person, or (iv) acquire all, or substantially all, of
the assets of any Person, in a single or a series of related transactions;
except that the Borrower or any Subsidiary may:

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

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

     (c)  own, purchase or acquire prime commercial paper and certificates
of deposit in United States commercial banks (whose long-term debt is rated
"A" or better by Moody s Investors Service or Standard and Poor's
Corporation), in each case due within one year from the date of purchase
and payable in the United States in Dollars;

     (d)  own, purchase and acquire obligations of the United States
Government or any agency thereof, in each case due within one year from the
date of purchase;

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

     (f)  own, purchase and acquire repurchase agreements of United States
commercial banks (whose long-term debt is rated "A" or better by Moody's
Investors Service or Standard and Poor's Corporation) for terms of less
than one year in respect of the foregoing certificates and obligations;

     (g)  own, purchase and acquire tax-exempt securities maturing within
one year from the date of purchase and rated "A" or better by Moody's
Investors Service or Standard and Poor's Corporation;

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

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

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

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

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

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

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

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

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

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

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

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

     (t)  make or permit to remain outstanding investments in any money
market fund that invests only in investments described in subsections (c),
(d), (e), (f), (g), or (h) of this Section 7.4.

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

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

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

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

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

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

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

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

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

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

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

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

          (i)  the Notes;

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

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

          (iv) Subordinated Debt; and

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

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

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

                                ARTICLE 8.

                      EVENTS OF DEFAULT AND REMEDIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 8.2.   Remedies on Default.

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

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

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

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

                                ARTICLE 9.

                                 THE AGENT

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

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

     Section 9.3.   Lack of Reliance on the Agent.

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

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

     Section 9.4.   Certain Rights of the Agent.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE 10.

                               MISCELLANEOUS

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

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

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

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

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

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

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

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

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

     Section 10.5.  Benefit of Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 10.9.  Effectiveness; Survival.

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

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

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

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

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

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

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

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

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

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

                      [Signatures on following pages]

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


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

                                        [CORPORATE SEAL]




















                    (SIGNATURES CONTINUE ON NEXT PAGE)

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

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




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

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

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




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



                    (SIGNATURES CONTINUE ON NEXT PAGE)

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


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




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

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

TRANCHE B TERM LOAN COMMITMENT     $0                  0%




PAYMENT OFFICE:
25 Park Avenue
Atlanta, GA  30302




                    (SIGNATURES CONTINUE ON NEXT PAGE)

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


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




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

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

TRANCHE B TERM LOAN COMMITMENT     $0                  0%








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



                    (SIGNATURES CONTINUE ON NEXT PAGE)

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


                              By:
                                     Name:
                                     Title:




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

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

TRANCHE B TERM LOAN COMMITMENT     $0                  0%












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




                    (SIGNATURES CONTINUE ON NEXT PAGE)

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


                              By:
                                     Name:
                                     Title:




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

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

TRANCHE B TERM LOAN COMMITMENT     $0                  0%












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




                    (SIGNATURES CONTINUE ON NEXT PAGE)

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




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

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

TRANCHE B TERM LOAN COMMITMENT     $0             0%




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




                    (SIGNATURES CONTINUE ON NEXT PAGE)

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


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




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

TRANCHE A TERM LOAN COMMITMENT     $0             0%

TRANCHE B TERM LOAN COMMITMENT     $0             0%








PAYMENT OFFICE:
Coolsingel 93
Rotterdam  3012 AE




                    (SIGNATURES CONTINUE ON NEXT PAGE)

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


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




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

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

TRANCHE B TERM LOAN COMMITMENT     $0             0%












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




                    (SIGNATURES CONTINUE ON NEXT PAGE)

                              JOHN HANCOCK LIFE INSURANCE COMPANY


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





364-DAY LINE OF CREDIT COMMITMENT  $0             0%

TRANCHE A TERM LOAN COMMITMENT     $0             0%

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
















                    (SIGNATURES CONTINUE ON NEXT PAGE)

                              JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY


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






364-DAY LINE OF CREDIT COMMITMENT  $0             0%

TRANCHE A TERM LOAN COMMITMENT     $0             0%

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












                    (SIGNATURES CONTINUE ON NEXT PAGE)

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


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






364-DAY LINE OF CREDIT COMMITMENT  $0             0%

TRANCHE A TERM LOAN COMMITMENT     $0             0%

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












                        (FINAL PAGE OF SIGNATURES)

13820


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>b10h2.txt
<DESCRIPTION>EXHIBIT B-10(H)(2)
<TEXT>

					EXHIBIT-10(h)(2)


                          INTERCREDITOR AGREEMENT

                     COOPERATIEVE CENTRALE RAIFFEISEN-
        BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH,
               as a Bank, as Agent and as Collateral Agent,

                                    AND

   EACH OF THE LENDERS UNDER THE AMENDED AND RESTATED CREDIT AGREEMENT,

                               as a Lender,

                                    AND

                               COBANK, ACB,

                                as Lender,

                                    AND

               THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,

                              as Noteholder,

                                    AND

                              SUNTRUST BANK,

                           WACHOVIA BANK, N.A.,

                                    and

                      HARRIS TRUST AND SAVINGS BANK,

                       as Letter of Credit Issuers,

                                    AND

                       RABO CAPITAL SERVICES, INC.,

                          as Capital Market Party

                                    AND

                              GOLD KIST INC.

                       Dated as of November 3, 2000

1.   Definitions                                                 3
2.   Appointment of Collateral Agent                             6
3.   Rights of Secured Parties Under Transaction Documents       6
4.   Notification of Event of Default                            7
5.   Actionable Default                                          7
6.   Remedies Upon Actionable Default                            7
7.   Application                                                 8
8.   Insurance Proceeds; Other Amounts                           9
9.   Release of Collateral                                       10
10.  Investment of Funds Held by Collateral Agent                10
11.  Receipt of Funds by Secured Parties
     10
12.  Action on Instructions of Secured Parties                   11
13.  Furnish Notices to Secured Parties                          12
14.  Rights, Duties and Responsibilities of the
     Collateral Agent                                            12
15.  Compensation of the Collateral Agent                        14
16.  Resignation; Removal; Appointment of Successor
     Collateral Agent                                            14
17.  Co-Agents                                                   15
18.  Additional Collateral                                       15
19.  Further Assurances, etc                                     16
20.  Governing Law                                               16
21.  Partial Invalidity                                          16
22.  Binding on Successors and Assigns                           16
23.  Captions; Interpretation                                    17
24.  Giving of Notice                                            17
25.  Authorized Agents                                           17
26.  Entire Agreement                                            18
27.  Counterparts                                                18
28.  Modifications, Amendments                                   18
29.  Third Party Beneficiaries                                   18

                          INTERCREDITOR AGREEMENT

     THIS INTERCREDITOR AGREEMENT dated as of November 3, 2000  (the
"Agreement"), by and among Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland", New York Branch ("Rabobank"), as Agent for the
Lenders under the Credit Agreement (in such capacity, together with its
successors and assigns in such capacity, the "Credit Agent"), the Lenders
(as hereinafter defined), CoBank, ACB as lender pursuant to that certain
Master Loan Agreement (as hereinafter defined) (in such capacity, together
with its successors and assigns in such capacity, "CoBank"), The Prudential
Insurance Company of America as the holder of certain Prudential Notes (as
hereinafter defined) (in such capacity, together with its successors and
assigns in such capacity, "Prudential"), the Capital Market Parties (as
hereinafter defined),  the Letter of Credit Issuers (as hereinafter
defined), and Rabobank, as collateral agent (in such capacity, together
with its successors and assigns as set forth in Section 16 hereof, the
"Collateral Agent"), and Gold Kist Inc., a Georgia corporation (together
with its successors and assigns, the "Company").  This Intercreditor
Agreement is a restatement of that certain Intercreditor Agreement dated as
of August 4, 1998, and is intended to reflect the addition and deletion of
certain Persons as Secured Parties and to delete certain provisions that no
longer have applicability due to the passage of time.

                             R E C I T A L S:

          Rabobank ( together with its successors and assigns, and with all
other Lenders under the Amended and Restated Credit Agreement as defined
below, the "Lenders"), the Credit Agent, and the Company have entered into
an Amended and Restated  Credit Agreement dated as of November 3, 2000,
(said agreement, as it may hereafter be amended, restated or otherwise
modified from time to time, the "Credit Agreement") pursuant to which the
Company executed and delivered its Notes (together with any notes issued in
exchange or substitution therefor, the "Credit Notes");

          Rabo Capital Services, Inc. ( the "Capital Market Party" and,
with any Lender that may from time to time enter into a Hedging Contract
with the Company or any Subsidiary,  collectively the "Capital Market
Parties"), has entered into one or more Hedging Contracts (as defined
below) with the Company or its Subsidiaries;

          SunTrust Bank, Atlanta, Wachovia Bank, N.A., and Harris Trust and
Savings Bank (each individually a "Letter of Credit Issuer" and, with any
Lender that may from time to time issue a Letter of Credit for the account
of  the Company or any Subsidiary, collectively the "Letter of Credit
Issuers"), have each issued one or more Letters of Credit for the account
of the Company;

          Certain subsidiaries of the Company (the "Guarantors") have
executed and delivered one or more Guaranty Agreements dated as of the date
hereof  (such Guaranty Agreements, as amended or otherwise modified from
time to time, collectively the "Lender Guaranty") in favor of the Lenders,
the Capital Market Parties, and the Letter of Credit Issuers, pursuant to
which the Guarantors shall jointly and severally guarantee the full and
prompt payment when due of all principal, interest and other amounts at any
time payable under the Credit Agreement, the Credit Notes, the Collateral
Documents (as hereinafter defined), any Hedging Contracts, and any Letter
of Credit;

          The Company has entered into that certain Master Loan Agreement,
dated as of August 1, 1996, with CoBank, as amended December 23, 1997, that
certain multiple Advance Term Loan Supplement dated September 1, 1997 with
CoBank, that certain Uncommitted Revolving Credit Supplement dated December
23, 1997 with CoBank, and that certain Debt Repurchase Agreement dated
October 26, 1994 (such agreements as they may hereafter be replaced,
amended, restated or otherwise modified from time to time, including,
without limitation, replacement of the Debt Repurchase Agreement dated
October 26, 1994 by a document entitled "Debt Repurchase Agreement", from
the Company for the benefit of CoBank, as Agent, and a group of lenders,
including CoBank, upon its execution on or about December of 2000 in
connection with a loan to Young Pecan Company, the "CoBank Agreements")
pursuant to which the Company has issued its Notes (together with any notes
issued in exchange or substitution therefor, the "CoBank Notes");

          The Guarantors have negotiated, executed and delivered a Guaranty
dated as of                           (such Guaranty, as amended or
otherwise modified from time to time, the "CoBank Guaranty"), pursuant to
which the Guarantors jointly and severally guarantee the payment when due
of all principal, interest, premium and other amounts at any time payable
under the CoBank Agreements, the CoBank Notes and the Collateral Documents;

          The Company has entered into that certain Note Purchase and
Private Shelf Agreement dated February 11, 1997, with Prudential, and that
certain Note Agreement dated June 3, 1991 with Prudential (such agreements
as they may hereafter be amended, restated or otherwise modified from time
to time, the "Prudential Agreements"),  pursuant to which the Company has
issued its Notes to Prudential (together with any notes issued in exchange
or substitution therefor, the "Prudential Notes");

          The Guarantors have negotiated, executed and delivered a Guaranty
dated as of August 4, 1998  (such Guaranty, as amended or otherwise
modified from time to time, the "Prudential Guaranty"), pursuant to which
the Guarantors jointly and severally guarantee the payment when due of all
principal, interest, make-whole amount and other amounts at any time
payable under the Prudential Agreements, the Prudential Notes and the
Collateral Documents;

          To secure their obligations under the Transaction Documents (as
hereinafter defined) and the Collateral Documents (as hereinafter defined),
the Company and the Guarantors have executed and delivered to the
Collateral Agent, for the benefit of the Collateral Agent and the Secured
Parties (as hereinafter defined), the Security Agreement dated November 3,
2000  (as amended or otherwise modified from time to time, the "Security
Agreement"), pursuant to which the Company and the Guarantors have assigned
and granted to the Collateral Agent, for the benefit of the Collateral
Agent and the Secured Parties (as hereinafter defined), a first priority
lien on and security interest in certain rights and property of the Company
and the Guarantors;

          Further to secure its obligations under the Transaction Documents
and the Collateral Documents, the Company has executed and delivered (or,
pursuant to the terms of the Credit Agreement, will execute and deliver) to
the Collateral Agent, for the benefit of the Collateral Agent and the
Secured Parties (as hereinafter defined), other mortgages, deeds to secure
debt, deeds of trust, security agreements, or other documents of conveyance
(as amended or otherwise modified from time to time, the  "Additional
Security Agreements"), pursuant to which the Company has (or will) granted
to the Collateral Agent, for the benefit of the Collateral Agent and the
Secured Parties (as hereinafter defined), a first priority lien on and
security interest in certain other rights and property of the Company;

          The Credit Agent, the Lenders, CoBank, Prudential, each Capital
Market Party and each Letter of Credit Issuer (each individually a "Party"
and collectively, with each other entity executing and delivering Exhibit A
hereto, the "Parties") and the Company and the Guarantors have agreed that
the Obligations (as hereinafter defined) shall be equally and ratably
secured pursuant to the Collateral Documents and guaranteed by the
Guaranties (as hereinafter defined); the Parties desire that Rabobank shall
be the Collateral Agent to act on behalf of all Parties regarding the
Collateral and with respect to payments made pursuant to the Guarantees,
all as more fully provided herein; and the Parties have entered into this
Agreement to, among other things, further define the rights, duties,
authority and responsibilities of the Collateral Agent and the relationship
between the Parties regarding their interests in the Collateral and rights
with respect to payments made pursuant to the Guaranties.

                           A G R E E M E N T S:

     NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:

1.   Definitions.

     The following terms shall have the following meanings for all purposes
of this Agreement:

     "Accounts" has the meaning ascribed in the Security Agreement.

     "Actionable Default" means both (a) an Event of Default shall have
occurred in respect of one or more of the Transaction Documents and (b) any
of the Obligations thereunder shall have become due and payable as a result
of such Event of Default.

     "Business Day" means any day other than a Saturday, a Sunday or a day
on which commercial banks in New York, New Jersey, or Georgia are required
or authorized to be closed.

     "Claim" means, as of the date of determination thereof, without
duplication, the sum of: (i) the amount of all Obligations owing to any
Secured Party as of the receipt of a notice of Actionable Default pursuant
to Section 5 hereof; plus (ii) any Make Whole Premium and/or interest on
the amount of the Claim outstanding from time to time at the times and at
the amount or rate provided in the relevant Transaction Documents; plus
(iii) the amount of costs and expenses incurred from time to time in
connection with the Secured Indebtedness and/or the Transaction Documents;
less (iv) amounts distributed to it pursuant to Section 7 (except to the
extent such distributions are rescinded or must otherwise be returned for
any reason); and less (v) any amounts received from the Company or the
Guarantors or any other source on account of the Claim after receipt of a
notice of Actionable Default which has not been withdrawn, unless such
amounts are paid to the Collateral Agent to be distributed as provided in
Section 7 of this Agreement.  The Claim shall not be reduced by any amount
bid by the Collateral Agent at any foreclosure sales, Uniform Commercial
Code ("UCC") sales or other similar sales, or by any amount received by the
Collateral Agent or any Secured Party as a result of the exercise of
set-off rights or other remedies by the Collateral Agent or any Secured
Party, until such time as the property or funds received by the Collateral
Agent are distributed as provided in Section 7 of this Agreement.

     "CoBank Agreements" has the meaning ascribed in the recitals.

     "CoBank Notes" has the meaning ascribed in the recitals.

     "Collateral" means (i) all "Collateral", as defined in the Security
Agreement and in any Additional Security Agreement, and (ii) all other
property, real, personal or mixed, tangible or intangible, of the Company
or any Guarantor, whether now owned or hereafter acquired, in which the
Collateral Agent is at any time or from time to time granted or obtains a
lien, mortgage, security interest or other interest for the benefit of the
Secured Parties to secure all or any part of the Obligations.

     "Collateral Agent" has the meaning ascribed in the recitals.

     "Collateral Documents" means this Agreement, the Security Agreement,
and the Additional Security Agreements, and any other agreement granting a
Secured Party a security interest in any Collateral,  as each may be
amended or supplemented from time to time.

     "Credit Agreement" has the meaning ascribed in the recitals.

     "Credit Agent" has the meaning ascribed in the introduction.

     "Credit Notes" has the meaning ascribed in the recitals.

     "Enforcement Costs" has the meaning ascribed in the Security
Agreement.

     "Event of Default" means (i) an Event of Default as that term is
defined in any Transaction Document or any Collateral Document, which has
not been cured or waived in accordance with the terms of such Transaction
Document or Collateral Document, (ii) any of the Collateral Documents or
Transaction Documents shall cease to be in full force and effect or shall
be declared null and void, (iii) the validity or enforceability of any of
the Collateral Documents or Transaction Documents shall be contested by the
Company or any of the Guarantors, or (iv) the Company or any of the
Guarantors shall deny that it has any further liability to the Collateral
Agent or any of the Secured Parties with respect to any of the Transaction
Documents or Collateral Documents.

     "Guaranties" means the Lender Guaranty, the CoBank Guaranty, and the
Prudential Guaranty and any other guaranty which may hereafter be issued by
any Person in respect of any Obligations.

     "Guarantor" has the meaning ascribed in the recitals but also shall
include each other Person which has issued or hereafter may issue a
guaranty in respect of any Obligation.

     "Hedging Contract" means any foreign exchange contract, currency swap
agreement, interest rate exchange agreement, interest rate cap agreement,
interest rate collar agreement, and other similar agreements and
arrangements entered into by any Person designed to protect against
fluctuations in either foreign exchange rates or  interest rates.

     "Inventory" has the meaning ascribed in the Security Agreement.

     "Lender" has the meaning ascribed in the recitals.

     "Lender Guaranty" has the meaning ascribed in the recitals.

     "Letter of Credit" means any letter of credit issued by any Lender or
any Letter of Credit Issuer for the account of the Company or any
Subsidiary.

     "Obligations" means all amounts at any time due or to become due from
the Company or any Guarantor to each of the Secured Parties severally, and
all Secured Parties collectively, in connection with the Secured
Indebtedness or in connection with the performance of the Company's and the
Guarantors' obligations hereunder, under the Transactions Documents or
under the Collateral Documents,  together with all amounts due to the
Collateral Agent under this Agreement, including fees, expenses and
indemnities, whether now or hereafter arising or existing.

     "Officer's Certificate" means a certificate signed by the chief
financial officer, treasurer or chief accounting officer of the Company.

     "Party" has the meaning ascribed in the recitals.

     "Person" means and includes an individual, a corporation, a
partnership, an unincorporated association, a trust or any other entity or
organization, including, but not limited to, a government or political
subdivision or agency or instrumentality thereof.

     "Prudential Agreement" has the meaning ascribed in the recitals.

     "Prudential Notes" has the meaning ascribed in the recitals.

     "Remedies Demand" has the meaning ascribed in Section 6 hereof.

     "Required Lenders" means, as of any date, "Required Lenders" as
defined in the Credit Agreement.

     "Required Secured Parties" means each of the Required Lenders, CoBank,
and Prudential.

     "Secured Indebtedness" means the indebtedness which is secured by the
Collateral Documents and entitled to the benefits thereof.

     "Secured Parties" means (i) each Lender having a Credit Note, Letter
of Credit or Hedging Contract outstanding, (ii) CoBank, so long as any
Obligations are owed to CoBank, (iii) Prudential, so long as any
Obligations are owed to Prudential, (iv) each Capital Market Party to which
any Obligations are owed, (v) any Letter of Credit Issuer, and (vi) any
other Person which shall have become a "Secured Party" pursuant to Section
22 hereof, so long as such Person shall hold Secured Indebtedness of the
Company or any Guarantor.

     "Security Agreement" has the meaning ascribed in the recitals.

     "Transaction Documents" means the Credit Agreement, each of the Credit
Notes, the Lender Guaranty, the CoBank Agreement, each of the CoBank Notes,
the CoBank Guaranty, each of the Prudential Notes, the Prudential
Agreements, the Prudential Guaranty, any Hedging Contract, any Letter of
Credit and each other loan agreement, credit agreement, note agreement or
other similar agreement, promissory note or guaranty entered into by a
Secured Party with the Company or any Guarantor which is secured pursuant
to the Collateral Documents, as each such document may from time to time be
amended, restated, or otherwise modified.

2.   Appointment of Collateral Agent.

     Each of the Lenders, CoBank, Prudential, each of the Capital Market
Parties, and each Letter of Credit Issuer designates and appoints Rabobank
to serve as the Collateral Agent under this Agreement, and each of the
Lenders, CoBank, Prudential, each of the Capital Market Parties, and each
Letter of Credit Issuer affirms its designation and appointment of
Rabobank, as Collateral Agent under the Collateral Documents.  Each Secured
Party authorizes the Collateral Agent to act as agent for the Secured
Parties for the purposes of executing and delivering on behalf of the
Secured Parties the Collateral Documents (other than this Agreement) and,
subject to the provisions of this Agreement, enforcing the Secured Parties'
rights in respect of the Collateral and the Obligations of the Company and
the Guarantors under the Collateral Documents, together with such other
powers as are reasonably incidental thereto.

3.   Rights of Secured Parties Under Transaction Documents.

     Each of the Secured Parties may exercise its rights under those
Transaction Documents to which it is a party, including but not limited to
its right to declare a default and accelerate the indebtedness owed
thereunder.  Notwithstanding anything contained in this Section 3 to the
contrary, except as provided in this Agreement, none of the Secured Parties
may take any action as to the Collateral, including its right to credit bid
at foreclosure sales, UCC sales or other similar sales.  The Collateral
Agent and each of the Secured Parties agree that the liens and security
interests granted to the Collateral Agent under the Collateral Documents
shall at all times be shared by the Secured Parties as expressly provided
herein.

     Notwithstanding anything to the contrary contained in any Transaction
Document, in any Collateral Document,  or in any other document pertaining
to the subject matters of this Agreement and notwithstanding any priority
in time of creation, recordation, attachment or perfection of any lien or
security interest in favor of any Secured Party, or the time of the
execution and delivery of any of the Guaranties, each Secured Party agrees
that, at all times, whether before, after or during the pendency of any
bankruptcy, reorganization or other insolvency proceeding, each Secured
Party shall be pari passu with each other Secured Party with respect to the
priority of liens on and security interests in the Collateral and with
respect to the proceeds of the Collateral and payments in respect of the
Guaranties.  In furtherance of the foregoing, each Secured Party agrees
that any lien or proceeds received (net of reasonable related fees and
costs of collection) as a result of the commencement of any legal or
equitable proceedings against the Company or any Guarantor in connection
with the Obligations will be shared with all other Secured Parties pursuant
to Section 11.

4.   Notification of Event of Default.

     (a)  Each Secured Party shall (or, in the case of the Lenders, at
     their option, shall cause the Credit Agent to) deliver to the
     Collateral Agent, with a copy sent simultaneously to the Company, if
     the Company has not otherwise been notified thereof, a notice in
     writing of any Event of Default and the nature thereof promptly (and
     in any event within 3 Business Days) after it learns of the occurrence
     thereof.

     (b)  Any Secured Party (or the Credit Agent, as the case may be) which
     has given notice of an Event of Default shall also give prompt (in any
     event within 3 Business Days) notice to the Collateral Agent, with
     copies sent simultaneously to the Company, if the Company has not
     otherwise been notified thereof, upon learning of any cure of the
     Event of Default or upon any waiver thereof.

5.   Actionable Default.

     Each Secured Party shall (or, in the case of the Lenders, at their
option, shall cause the Credit Agent to) deliver to the Collateral Agent a
notice in writing of an Actionable Default and the nature thereof promptly
(and in any event within 1 Business Day) after it learns of the occurrence
of an Actionable Default.  Any Secured Party (or the Credit Agent, as the
case may be) which has given a notice of an Actionable Default shall be
entitled to withdraw it in accordance with the terms of the applicable
Transaction Documents by delivering a written notice of withdrawal to the
Collateral Agent; provided, that no such withdrawal may be made (i) after
the receipt by the Collateral Agent of a Remedies Demand, unless such
withdrawal is made by the sender of the Remedies Demand, or (ii) after the
Collateral Agent takes any action to exercise any right, power or remedy
with respect to the Collateral pursuant to this Agreement.  Any notice of
the occurrence or withdrawal of an Actionable Default given by any Secured
Party, the Credit Agent or the Collateral Agent pursuant hereto may be
included in a notice of the occurrence or withdrawal, as the case may be,
of an Event of Default given pursuant to Section 4(a) or 4(b) hereof.

6.   Remedies Upon Actionable Default.

     If and only if the Collateral Agent shall have received a notice of an
Actionable Default, and during such time as such notice of an Actionable
Default shall not have been withdrawn in accordance with the provisions of
Section 5, any one of the Required Lenders or CoBank or Prudential may send
to the Collateral Agent in writing a demand for the exercise by the
Collateral Agent, subject to the provisions of this Section 6, of rights,
powers and remedies hereunder and under the Collateral Documents (a
"Remedies Demand").  After receipt of a Remedies Demand, the Collateral
Agent shall exercise such of the rights, powers and remedies available to
it hereunder and in the Collateral Documents as it is instructed to
exercise, by any one of the Required Lenders or CoBank  or Prudential.

7.   Application.

     (a)  The Collateral Agent, for the benefit of the Secured Parties,
     shall establish and maintain one or more segregated accounts ( the
     "Collateral Reserve Accounts"), which shall bear a designation clearly
     indicating that funds deposited therein are held for the benefit of
     the Secured Parties, and shall deposit therein all cash proceeds
     received in its capacity as Collateral Agent.

     (b)  Following a Remedies Demand, or receipt of funds from a Secured
     Party pursuant to Section 3 or Section 11 following an Actionable
     Default, all monies held by the Collateral Agent, from whatever source
     derived, shall, to the extent available for distribution, be
     distributed by the Collateral Agent on any Business Day fixed by the
     Collateral Agent for the distribution of said monies, the first of
     which date shall occur on the earlier of 30 days (or if such date is
     not a Business Day, the next succeeding Business Day) after (i) the
     receipt of a notice of Actionable Default pursuant to Section 5 hereof
     or (ii) the date the aggregate balance in the Collateral Reserve
     Accounts exceeds $1,000,000 (provided, however, that the initial
     distribution to the Secured Parties pursuant to paragraph SECOND below
     is subject to the satisfaction of the conditions set forth in the
     penultimate sentence of Section 7(c)), and the balance of which monies
     held from time to time by the Collateral Agent shall so long as any
     amounts in excess of $1,000,000 remain in the Collateral Reserve
     Accounts, be distributed on the corresponding date (or, if such
     corresponding date is not a Business Day, the next succeeding Business
     Day) in each calendar month thereafter, as follows:

     FIRST: To the payment of all Enforcement Costs and other costs,
expenses, liabilities and advances made or incurred by the Collateral Agent
or the Secured Parties, or any of them, in connection with the
administration, collection and enforcement of the Obligations and the sale
or other realization upon the Collateral, including reasonable attorneys'
fees and expenses of the Collateral Agent and the reasonable fees of the
Collateral Agent, which fees, costs, expenses, liabilities and advances are
unpaid as of such date of distribution;

     SECOND: To each of the Secured Parties to the extent of the Secured
Parties' respective Claims, calculated on the date of distribution
(regardless of whether such Claims have matured, by acceleration or
otherwise), which arose under or in connection with the Credit Agreement,
each of the Credit Notes, the Lender Guaranty, the CoBank Agreements, each
of the CoBank Notes, the CoBank Guaranty, each of the Prudential Notes, the
Prudential Agreements, the Prudential Guaranty, any Hedging Contract (other
than the Rabobank Total Return Swap, as that term is defined in the Credit
Agreement), any Letter of Credit issued for the account of the Company or
any Guarantor, or any guarantee issued by the Company or any Guarantor
(other than any guarantee of recourse obligations of Agratrade Financing,
Inc.) (such Claims hereinafter referred to as "Priority Claims"), in an
amount equal to a percentage of the funds available for distribution, which
percentage shall be determined by dividing each of the Secured Parties'
respective  Priority Claims, as of the date of determination by the total
amount of the Priority Claims of all Secured Parties as of the date of
determination, without priority of any one over any other, until the
Priority Claims have been paid in full; and

     THIRD: To each of the Secured Parties to the extent of the Secured
Parties' respective Claims, calculated on the date of distribution
(regardless of whether such Claims have matured, by acceleration or
otherwise), which are not Priority Claims (such Claims hereinafter referred
to as "Secondary  Claims"), in an amount equal to a percentage of the funds
available for distribution, which percentage shall be determined by
dividing each of the Secured Parties' respective Secondary Claims, as of
the date of determination by the total amount of the Secondary Claims of
all Secured Parties as of the date of determination, without priority of
any one over any other, until the Secondary Claims have been paid in full;
and

     FOURTH: Any surplus then remaining shall be paid to each of the
Company or the Guarantors as their interests may appear, or as a court of
competent jurisdiction may direct.

     (c)  In determining the amount of the Priority Claims and the
     Secondary Claims, the Collateral Agent shall be entitled to rely on a
     written statement from each Secured Party (or, in the case of the
     Lenders, from the Credit Agent) sent to the Collateral Agent, stating
     the amount which said Secured Party in good faith reasonably believes
     to be its Priority Claim and its Secondary Claim.  Such statements
     shall be conclusive or binding on any Secured Party which has failed
     to object to the statement within 5 Business Days of receipt of a copy
     of said statement.  Each Secured Party (or, in the case of the
     Lenders, the Credit Agent) agrees to give such a statement as to the
     amount of its Claims (i) as of the date of a notice of Actionable
     Default pursuant to Section 5 hereof (which statement (x) from or on
     behalf of the Secured Parties sending a notice of Actionable Default
     shall accompany or be included in such notice, and (y) from or on
     behalf of the other Secured Parties shall be given within 5 Business
     Days after receipt of a copy of such notice) and (ii) as of the date
     of receipt of any written request of the Collateral Agent, within 5
     Business Days of receipt of such request.  Prior to making any
     distribution hereunder, the Collateral Agent shall make a request to
     each Secured Party for a statement of claim in accordance with Clause
     (ii) of the immediately preceding sentence if the most recent
     statements of claims then in the possession of the Collateral Agent
     are more than 30 days old.

     (d)  All monies received and held by the Collateral Agent in the
     Collateral Reserve Accounts at any time shall be held by the
     Collateral Agent in the Collateral Reserve Accounts for distribution
     to the Secured Parties pursuant to this Section 7.

     (e)  If at any time any amount which has been delivered to or put in
     the possession, custody or control of any Secured Party by the
     Collateral Agent pursuant to this Section 7 must be restored or
     returned by the Collateral Agent to the Company or any Guarantor,
     each Secured Party, to the extent of any portion of such amount which
     was distributed to it by the Collateral Agent, shall return such
     amount or portion thereof to the Collateral Agent.

8.   Insurance Proceeds; Other Amounts.

     (a)  All insurance proceeds (net of costs incurred in obtaining
     payment of such proceeds) received, directly or indirectly, by the
     Collateral Agent pursuant to the Collateral Documents, the Transaction
     Documents or otherwise shall be deposited in the Collateral Reserve
     Account.

     (b)  Any other amounts received by the Collateral Agent from any
     source whatsoever related, directly or indirectly, to the sale,
     disposition or collection of the Collateral or otherwise shall be
     deposited in the Collateral Reserve Account.

     (c)  After a Remedies Demand, any amounts in the Collateral Reserve
     Account arising under this Section 8 shall be applied as set forth in
     Section 7.

9.   Release of Collateral.

     The Collateral Agent will not release Collateral from the Liens
created by the Collateral Documents except (i) for releases expressly
authorized by the Collateral Documents, or (ii) with the consent, or upon
the direction, of all of the Secured Parties.

10.  Investment of Funds Held by Collateral Agent.

     The Collateral Agent shall invest and reinvest monies held by it from
time to time in repurchase agreements with any major national brokerage
firm or bank (which may include the commercial banking department of the
Collateral Agent or any bank or trust company under common control with the
Collateral Agent) fully secured by obligations issued or guaranteed by the
United States, and subject at all times to the liens and security interests
granted by the Collateral Documents.  All such investments and the interest
and income received thereon and therefrom and the net proceeds realized
upon the sale thereof shall be held by the Collateral Agent in the
Collateral Reserve Accounts, to be distributed pursuant to Section 7.

11.  Receipt of Funds by Secured Parties

     (a)  If at any time any Secured Party acquires custody, control or
     possession of any Collateral or proceeds therefrom or receives any
     payments under a Guaranty, including through the exercise of set off,
     other than by distribution from the Collateral Agent pursuant to the
     terms of this Agreement, or if any Secured Party shall receive any
     distributions of any Collateral or the proceeds therefrom or payments
     under any Guaranty from the Collateral Agent in error or otherwise
     than in accordance with the requirements of this Agreement, such
     Secured Party shall promptly cause such Collateral or proceeds to be
     delivered to or put in the custody, possession or control of the
     Collateral Agent for disposition or distribution in accordance with
     the provisions of Section 7. No Secured Party shall have any liability
     to the Company, the Guarantors or any other Secured Party for any such
     delivery to or putting in the custody, possession or control of the
     Collateral Agent of any Collateral or proceeds in accordance with the
     foregoing or in accordance with Section 11(b), and the Company and the
     Guarantors each hereby indemnify and hold harmless each Secured Party
     with respect to all losses, liabilities, claims or damages to which
     any of them may become subject, or which they may incur, as a result
     of such Secured Party's delivery to or putting in the custody,
     possession or control of the Collateral Agent any Collateral or
     proceeds in accordance with the foregoing or in accordance with
     Section 11(b), with the exception of such Secured Party's willful
     misconduct or gross negligence.  Until such time as the provisions of
     this Section 11(a) have been complied with, such Secured Party shall
     be deemed to hold all such Collateral and proceeds in trust for the
     Secured Parties entitled thereto hereunder, subject to the Company's
     right to use such Collateral and the proceeds thereof as provided in
     the Collateral Documents.

     (b)  If (i) at any time after the occurrence of an Actionable Default
     and for so long as such Actionable Default is continuing, any Secured
     Party shall receive payment (voluntary or involuntary) on account of
     any Obligation from or on behalf of the Company or any Guarantor or
     otherwise or (ii) at any time any Secured Party shall receive payment
     (voluntary or involuntary) on account of any Obligation, by way of the
     exercise of any remedy or right of setoff (or similar right) with
     respect to any assets (whether or not such assets shall constitute
     Collateral) of the Company or any Guarantor or as a result of any
     counterclaim, purchase of any participation by the Company or any
     Guarantor or otherwise, then such payment shall be deemed to be the
     proceeds of Collateral and shall be delivered to or put in the
     custody, possession or control of the Collateral Agent for disposition
     or distribution by the Collateral Agent in accordance with Section 7
     and until so turned over shall be held by such Secured Party in trust
     for the Secured Parties and the Collateral Agent.  Except as
     specifically provided in this Section 11, each Secured Party agrees
     that, until the indefeasible payment in full of the Obligations, it
     will exercise all of its rights to set-off and to apply any and all
     deposits general, time or demand, provisional or final) at any time
     held and other indebtedness at any time owing by such Secured Party to
     or for the credit or account of the Company or any Guarantor, against
     the Obligations first, and not to any other obligations of the Company
     or such Guarantor to such Secured Party.

     (c)  The provisions of Section 11(a) and 11(b)(ii) shall not apply to
     any payment made by the Company not in violation of any of the
     Transaction Documents prior to the occurrence of an Actionable
     Default.

     (d)  If any Secured Party makes any payment to the Collateral Agent
     for the benefit of the other Secured Parties pursuant to Section
     11(b), the Collateral Agent shall, upon the request of the Secured
     Party that made such payment, request of each other Secured Party, and
     each other Secured Party agrees to transfer to the Secured Party that
     made such payment a portion of such other Secured Party's claim
     against the Company or any Guarantor equal to the amount such other
     Secured Party received from the Collateral Agent as a result of such
     payment.

     (e)  If at any time any amount which has been delivered to or put in
     the possession, custody or control of the Collateral Agent by any
     Secured Party (a "distributing Secured Party") pursuant to this
     Section 11 must be restored or returned by the distributing Secured
     Party to the Company or any Guarantor, the Collateral Agent, to the
     extent it has not distributed such amount to the Secured Parties, and
     each Secured Party, to the extent of any portion of such amount which
     was distributed to it by the Collateral Agent, shall return such
     amount or portion thereof to the distributing Secured Party.

12.  Action on Instructions of Secured Parties.

     (a)  Except as otherwise provided in this Agreement, and in accordance
     with the provisions of Section 6, the Collateral Agent agrees to make
     only such demands and give only such notices under the Collateral
     Documents as it is instructed in writing to give, and to take only
     such action to enforce the Collateral Documents and to only collect
     and/or dispose of the Collateral or any portion thereof as it is
     instructed in writing to take, collect or dispose of, by any one of
     the Required Lenders or CoBank or Prudential. The Collateral Agent
     agrees not to release the Collateral or any portion thereof except in
     accordance with Section 9 hereof.  The Collateral Agent shall not
     grant any consent or waiver in connection with, execute any amendment
     to or modification of, or exercise any discretion granted to it under
     any of the Collateral Documents, except in accordance with Section 28
     hereof.  Notwithstanding anything herein to the contrary, the
     Collateral Agent shall not be required to take any action that is in
     its opinion contrary to law or to the terms of this Agreement or any
     of the Collateral Documents, or would in its reasonable opinion
     subject it or any of its officers, employees or directors to personal
     liability.

     (b)  The Collateral Agent may at any time request directions from the
     Secured Parties as to any course of action or other matter relating
     hereto.  The Collateral Agent shall be fully protected in acting, or
     in refraining from acting hereunder in accordance with instructions
     signed by (1) as to any matters expressly provided for by this
     Agreement, the requisite Secured Parties expressly provided in the
     relevant provisions hereof (including, without limitation, Section 5,
     subject to the provisions of clause (i) of the proviso contained
     therein, and paragraph (a) of this Section 12) and (2) as to any
     matters not expressly provided for by this Agreement, in accordance
     with instructions signed by the Required Secured Parties, and in all
     such cases, any action taken or failure to act pursuant thereto shall
     be binding on all of the Secured Parties.

13.  Furnish Notices to Secured Parties.

     Promptly upon the receipt or giving of any notice, report or other
information or document contemplated by this Agreement, the Collateral
Agent shall furnish a copy thereof to each of the Secured Parties; provided
that, the failure to furnish such copies shall not create any liability on
the part of the Collateral Agent.

14.  Rights, Duties and Responsibilities of the Collateral Agent.

     (a)  Prior to the occurrence of an Event of Default, the Collateral
     Agent undertakes to perform such duties and only such duties as are
     specifically set forth in this Agreement.

     (b)  In the absence of bad faith, the Collateral Agent may
     conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Collateral Agent conforming to the
     requirements of this Agreement

     (c)  During the continuance of an Event of Default, the Collateral
     Agent shall use the same degree of care and skill in its exercise as a
     prudent Person would exercise or use under the circumstances when
     acting on behalf of another Person in the conduct of such other
     Person's affairs.

     (d)  No provision of this Agreement shall be construed to relieve the
     Collateral Agent from liability for its own gross negligence or its
     own willful misconduct, except that:

          (i)  this subsection shall not be construed to limit the effect
          of paragraph (c) of this Section 14;

          (ii) the Collateral Agent shall not be liable for any error of
          judgment made in good faith by an officer of the Collateral Agent
          unless the Collateral Agent was grossly negligent in ascertaining
          the pertinent facts; and

          (iii)     the Collateral Agent shall not be liable with respect
          to any action taken or omitted to be taken by it in good faith in
          accordance with the direction of any one of the Required Lenders
          or CoBank or Prudential, or any combination of the foregoing, if
          and as expressly required by and provided in this Agreement,
          unless such action or omission to act is expressly required by
          this Agreement to be taken only in accordance with the direction
          of the Required Secured Parties or all of the Secured Parties,
          and in either such event, the Collateral Agent shall not be
          liable with respect to any action taken or omitted to be taken by
          it in good faith in accordance with the direction of the Required
          Secured Parties or all of the Secured Parties, as applicable.

     (e)  No provision of this Agreement shall require the Collateral Agent
     to expend or risk its own funds or otherwise incur any financial
     liability in the performance of any of its duties hereunder, or in the
     exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured to
     it.

     (f)  (i) The Company and the Guarantors shall indemnify the Collateral
     Agent, the Secured Parties and their respective directors, officers,
     employees and agents from, and hold each of them harmless against, any
     and all losses, liabilities, claims or damages to which any of them
     may become subject, or which the Collateral Agent or the Secured
     Parties may reasonably incur as a result of the execution, delivery or
     performance under the Collateral Documents, or as a result of the
     Collateral Agent's serving as such thereunder (including, without
     limitation, counsel fees and disbursements and environmental
     liabilities arising from or related to any of the properties described
     in the Collateral Documents), (ii) each Secured Party severally agrees
     to indemnify the Collateral Agent, to the extent the Collateral Agent
     shall not have been reimbursed by the Company or the Guarantors,
     ratably in accordance with the percentage which the outstanding
     principal amount of the Claims held by it bears to the aggregate
     principal amount of the Claims held by all Secured Parties (as to each
     Secured Party, its "Percentage Interest"), for any and all
     liabilities, obligations, losses, damages, penalties, actions,
     judgments, suits, costs, expenses which the Collateral Agent may incur
     as a result of the execution, delivery or performance under the
     Collateral Documents or as a result of the Collateral Agent's serving
     as such thereunder (including, without limitation, counsel fees and
     disbursements and environmental liabilities arising from or related to
     any of the properties described in the Collateral Documents and any
     actions taken by the Collateral Agent, at the direction of any one of
     the Required Lenders or CoBank or Prudential, or any combination of
     the foregoing, or the Required Secured Parties, in each case if and as
     expressly required and provided by this Agreement, to enforce any of
     the Collateral Documents), but in all such cases excluding any such
     losses, liabilities, claims, damages or expenses incurred by reason of
     the gross negligence, willful misconduct or bad faith of the
     Collateral Agent.

     (g)  The Collateral Agent shall not be responsible for any recitals,
     statements, representations or warranties herein or in any of the
     Collateral Documents or for insuring or inspecting the Collateral or
     for paying or discharging any tax, assessment, governmental charge or
     lien affecting the Collateral, nor shall the Collateral Agent be bound
     to ascertain or inquire as to the performance or observance of any
     covenants, conditions or agreements of the Company or any Guarantor
     contained herein or in any of the Collateral Documents, including but
     not limited to agreements by the Company to maintain insurance and pay
     taxes; provided, however, that nothing in this subsection (g) shall
     relieve the Collateral Agent of the performance of any of its duties
     specifically set forth in this Agreement

     (h)  The Collateral Agent makes no representation or warranty as to
     the validity, sufficiency or enforceability of this Agreement or any
     of the Collateral Documents or Transaction Documents against any other
     Person, as to the value, title, condition, fitness for use of, or
     otherwise with respect to the Collateral or as to the perfection of
     the liens or security interests created thereby.

     (i)  The Collateral Agent may rely upon and shall be protected in
     acting or refraining from acting upon and, absent a request by any one
     of the Required Lenders or CoBank or Prudential, shall not be bound to
     investigate the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, note or other paper or document
     reasonably believed by it to be genuine and to have been signed or
     presented by the proper party or parties.

     (j)  The Collateral Agent may consult with counsel, appraisers,
     engineers, accountants and other skilled persons to be selected by the
     Collateral Agent and which are reasonably acceptable to the Required
     Secured Parties and the written advice of any thereof shall be full
     and complete authorization and protection in respect of any action
     taken, suffered or omitted by it hereunder in good faith and in
     reasonable reliance thereon.

     (k)  The provisions of this Section 14 apply to and are for the
     benefit of the Collateral Agent only in its capacity as such, and not
     in its capacity as the Credit Agent or as a Lender.

15.  Compensation of the Collateral Agent.

     The Collateral Agent shall be entitled to reimbursement for all
reasonable expenses, disbursements and advances incurred or made by it, in
and about the administration of the matters herein provided for and in and
about the foreclosure, enforcement or other protection of this Agreement,
the Collateral or the liens and security interests provided in the
Collateral Documents.

16.  Resignation; Removal; Appointment of Successor Collateral Agent.

     The Collateral Agent may resign at any time by giving at least 30
days' prior notice thereof to the Secured Parties (such resignation to take
effect upon the acceptance of a successor collateral agent as hereinafter
provided).  The Collateral Agent may be removed as Collateral Agent
hereunder for or without cause, at any time by the Required Lenders (which,
solely for purposes of this Section 16, shall be determined by excluding
from such determination the principal amount of Secured Indebtedness held
by the Collateral Agent in its capacity as a Lender) and CoBank and
Prudential, and such removal shall be effective upon (but not until) the
appointment and acceptance of a successor Collateral Agent as hereinafter
provided.  In the event of any such resignation or removal of the
Collateral Agent, the Required Secured Parties shall thereupon have the
right to appoint a successor Collateral Agent. If no acceptable successor
Collateral Agent shall have been so appointed by the Required Secured
Parties and shall have accepted such appointment within 30 days after the
retiring Collateral Agent's giving of notice of resignation or its removal,
the retiring Collateral Agent shall, on behalf of the Secured Parties,
appoint a successor collateral agent.

     Any successor collateral agent appointed by the Collateral Agent
pursuant to this Section 16 shall be a commercial bank organized under the
laws of the United States of America or any state thereof and having a
combined capital and surplus of at least $200,000,000.  Upon the acceptance
of any appointment as collateral agent hereunder by a successor collateral
agent, such successor collateral agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring or removed Collateral Agent, and the retiring or removed
Collateral Agent shall thereupon be discharged from its duties and
obligations hereunder.  After any retiring or removed Collateral Agent's
resignation or removal hereunder as collateral agent, the provisions of
this Agreement shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the
collateral agent.

17.  Co-Agents.

     At any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Collateral may at the time be
located, the Collateral Agent, with the consent of the Required Secured
Parties, shall have power to appoint one or more persons to act as co-agent
or co-agents, jointly with the Collateral Agent, or separate agent or
separate agents, of all or any part of the Collateral, and to vest in such
person or persons, in such capacity, such title to the Collateral or any
part thereof, and such rights, powers, duties, trusts or obligations as the
Collateral Agent, with the consent of the Required Secured Parties, may
consider necessary or desirable.  Absent any specific agreement to the
contrary, any co-agent or co-agents appointed hereunder shall, to the
extent applicable, have the rights, obligations and duties of the
Collateral Agent hereunder.

18.  Additional Collateral.

     Each of the Secured Parties covenants and agrees that, prior to the
commencement by or against the Company or any Guarantor of a case under
Title 11 of the United States Code, as in effect from time to time,
involving the Company or any Guarantor as a "debtor" thereunder, it (a)
will not accept any guarantee of any of the Obligations by any subsidiary
or affiliate of the Company unless such subsidiary or affiliate guarantees
the payment of all the Obligations and (b) will not take any security
interest in or lien on any assets of the Company or any of its subsidiaries
or affiliates to secure the payment or performance of any of the
Obligations unless such security interest in or lien on such assets is
granted to the Collateral Agent for the benefit of the Secured Parties as
provided herein and the instrument creating such lien becomes a Collateral
Document for all purposes of this Agreement.

19.  Further Assurances, etc.

     Each Secured Party shall execute and deliver such other documents and
instruments, in form and substance reasonably satisfactory to the other
Secured Parties and the Collateral Agent, and shall take such other action,
in each case as any other Secured Party or the Collateral Agent may
reasonably request (at the reasonable cost and expense of the Company
which, by countersigning this Agreement, agrees to pay such costs and
expenses), to effectuate and carry out the provisions of this Agreement,
including by recording or filing in such places as the requesting Party may
deem desirable, this Agreement or such other documents or instruments.

20.  Governing Law.

     All questions and issues concerning the construction, validity,
enforcement and interpretation of this Agreement, and the performance of
the obligations imposed by this Agreement, shall be governed by the laws of
the State of New York applicable to contracts made and wholly to be
performed in such state, without regard to New York choice of law
principles.

21.  Partial Invalidity.

     The Parties intend and believe that each provision in this Agreement
complies with all applicable local, state and federal laws and judicial
decisions.  However, if any provision or provisions, or if any portion of
any provision or provisions, in this Agreement are found by a court of
competent jurisdiction to be in violation of any applicable local, state or
federal ordinance, statute, law, administrative or judicial decisions or
public policy, and if such court should declare such portion, provision or
provisions of this Agreement to be illegal, invalid, unlawful, void or
unenforceable as written, then it is the intent of the parties hereto that
such portion, provision or provisions shall be given force to the fullest
possible extent that it or they are legal, valid and enforceable, that the
remainder of this Agreement shall be construed as if such illegal, invalid,
unlawful, void or unenforceable portion, provision or provisions were not
contained herein, and that the rights, obligations and interests of the
parties hereto under the remainder of this Agreement shall continue in full
force and effect.

22.  Binding on Successors and Assigns.

     This Agreement and all provisions hereof shall be binding upon and
shall inure to the benefit of each of the Parties hereto and each of their
respective successors and assigns; provided that none of the Secured
Parties may assign or convey any of the Obligations unless (i) the assignee
becomes a Party to this Agreement as a Secured Party, by executing a
counterpart signature page hereto in the form of Exhibit A and delivering
said signature page to the Collateral Agent or (ii) (A) such assignee
executes an instrument in which such assignee expressly agrees to be bound
by all of the terms and provisions of this Agreement and pursuant to which
the Collateral Agent and the other Secured Parties will have direct
recourse against such assignee to the same extent as if such assignee had
executed a counterpart signature page hereto and (B) a copy of such
instrument, executed by such assignee and containing such assignee's
address for notices, is delivered to the Collateral Agent.  Upon receipt by
the Collateral Agent of such an executed counterpart signature page or
instrument of assignment, the Collateral Agent shall promptly furnish to
each Secured Party hereunder a copy of the executed counterpart signature
page or instrument of assignment. Nothing in this Section 22 shall affect
the right of any Secured Party to grant a participation under the
Transaction Documents to which such Secured Party is a party.

23.  Captions; Interpretation.

     The captions and headings of various sections of this Agreement are
for convenience only and are not to be construed as defining or limiting,
in any way, the scope or intent of the provisions hereof

24.  Giving of Notice.

     Any notice required or permitted to be given under this Agreement may
be, and shall be deemed, given the next succeeding Business Day after
timely delivery to the courier, if sent by overnight courier; at the time
delivered by hand, if personally delivered, or when receipt is
acknowledged, if (i) telecopied (followed by delivery of written copy
thereof sent by overnight courier on the same day as such notice is given)
or (ii) sent by registered or certified mail, return receipt requested,
addressed to the Collateral Agent and the Secured Parties at the addresses
indicated below:

          If to the Collateral Agent:

          Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
          "Rabobank Nederland", New York Branch
          245 Park Avenue
          New York, NY 10167-0062
          Attention:  Christine Fearfield
          Telecopier number: 212-808-6939

          If to the Company or any Guarantor:

          Gold Kist Inc.
          244 Perimeter Center Parkway, N.E.
          Atlanta, Georgia 30346
          Attention: Mr. Stephen O. West
          Telecopier number: 404-393-5421

and/or to such other respective address or addresses as may be designated
by notice given in accordance with the provisions of this Section 24.

25.  Authorized Agents.

     Notwithstanding anything herein to the contrary, any Secured Party may
designate, by notice in writing to the Collateral Agent, with copies sent
simultaneously to the Secured Parties, any other Person (the "Authorized
Agent") to act on its behalf for all purposes of this Agreement, including
without limitation in respect of any notice, request, direction, consent,
approval, waiver or other action to be taken by such Secured Party
hereunder and to receive notices and all funds payable hereunder to such
Secured Party.  In the event that any Secured Party designates an
Authorized Agent, any action taken by such Authorized Agent shall be deemed
to be action taken by such Secured Party and such Secured Party shall be
bound thereby for all purposes of this Agreement, and such Secured Party
shall have no power or authority on its own to take any action in respect
of this Agreement; provided, however, that the designation of an Authorized
Agent shall not relieve any Secured Party of any of its duties or
obligations hereunder.

26.  Entire Agreement.

     This Agreement and the various agreements contemplated hereby embody
the entire agreement and understanding between the Collateral Agent and the
Secured Parties and supersede all prior agreements and understandings
relating to the subject matter hereof.

27.  Counterparts.

     This Agreement may be executed and delivered in any number of
counterparts, each of such counterparts constituting an original but
altogether only one Agreement; provided, however, that this Agreement shall
not be deemed to be delivered until at least one counterpart shall have
been executed by each of the Secured Parties and the Collateral Agent. A
counterpart containing facsimile copies of signatures of any of the parties
hereto shall constitute an original counterpart for all purposes.

28.  Modifications, Amendments.

     No modification, waiver or amendment of this Agreement, or any
provision hereof, shall be valid unless the same is in writing and signed
by the Collateral Agent and the Required Secured Parties or, in the case of
a modification, waiver or amendment of the definition of Required Secured
Parties, Section 7, Section 9, Section 18, or this Section 28, each Secured
Party; provided that no modification, waiver or amendment of this Agreement
or any provision hereof which relates to the Company's rights and
obligations hereunder shall become effective without the prior written
consent of the Company.  Upon any modification, waiver or amendment of this
Agreement, or any provision hereof, the Company shall give prompt written
notice thereof, accompanied by a copy of any such modification, waiver or
amendment, to each Secured Party.

29.  Third Party Beneficiaries.

     Nothing in this Agreement express or implied is intended or shall be
construed to give any Person other than the Parties hereto any legal or
equitable right, remedy or claim under or in respect of this Agreement or
any covenant, condition or provision herein contained.  All such covenants,
conditions and provisions are and shall be held to be for the sole and
exclusive benefit of the parties hereto and their respective successors and
assigns.

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

COMPANY:                         GOLD KIST INC.

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

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

                                 By:  /s/ Richard J. Beard
                                 Title: Vice President


                                 By:  /s/ Edward Peyser
                                 Title:  Executive Director

SECURED PARTIES:                 COOPERATIEVE CENTRALE
                                 RAIFFEISEN-BOERENLEENBANK B.A.,
                                 "RABOBANK NEDERLAND", NEW YORK
                                 BRANCH,
                                 as Credit Agent and as a Lender

                                 By:/s/ Richard J. Beard
                                 Title: Vice President


                                 By:/s/ Edward Peyser
                                 Title: Executive Director

                                 COBANK, ACB, as lender under
                                 the CoBank Agreement and as a
                                 Lender

                                 By:  /s/ Greg E. Somerhalder
                                 Title: Vice President



                                 SUNTRUST BANK, f/k/a SunTrust
                                 Bank Atlanta,  as a Lender and
                                 as a Letter of Credit Issuer

                                 By:/s/ Gregory L. Cannon
                                 Title:  Director


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

                                 HARRIS TRUST AND SAVINGS BANK,
                                 as a Lender and as a Letter of
                                 Credit Issuer

                                 By:/s/ John R. Carley
                                 Title: Vice President



                                 U.S. BANCORP AG CREDIT, INC.,
                                 as a Lender

                                 By:  /s/ Harold Nelson
                                 Title: Vice President



                                 DG BANK DEUTSCHE
                                 GENOSSENCHAFTSBANK AG,
                                 CAYMAN ISLANDS BRANCH, as a
                                 Lender

                                 By: /s/ Kurt A. Morris
                                 Title: Vice President


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

                                 FORTIS BANK  (NEDERLAND) N.V.,
                                 as a Lender

                                 By: /s/ A. J. v Balen-Roeloffs
                                 Title: Senior Manager


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

                                 THE CIT GROUP/BUSINESS CREDIT,
                                 INC., as a Lender

                                 By:/s/ James H. Cooper
                                 Title: Vice President


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

                                 THE PRUDENTIAL INSURANCE
                                 COMPANY OF AMERICA, as
                                 Noteholder under the Prudential
                                 Agreements

                                 By: /s/ Billy B. Greer
                                 Title: Vice President

                                 THE PRUDENTIAL INSURANCE
                                 COMPANY OF AMERICA, as asset
                                 manager for Gateway Recovery
                                 Trust (a Noteholder under the
                                 Prudential Agreements)

                                 By:
                                 Title: Vice President

                                 RABO CAPITAL SERVICES, INC., as
                                 Capital Market Party

                                 By:  /s/ D. S. Reisman
                                 Title:


                                 By:/s/ Reinier Mesritz
                                 Title: President

                                 WACHOVIA BANK, N.A., as Letter
                                 of Credit Issuer

                                 By: /s/ Susan Holmes
                                 Title: Vice President



                                 JOHN HANCOCK LIFE INSURANCE
                                 COMPANY, as a Lender

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


                                 JOHN HANCOCK VARIABLE LIFE
                                 INSURANCE COMPANY, as a Lender

                                 By: /s/ Scott A. McFetridge
                                 Title:  Authorized Signatore


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

                                 By:/s/ Bernadette Rist
                                 Title: Authority Signatory




     The undersigned each acknowledge receipt of a copy of this Agreement
and agree to be bound by its terms (including but not limited to Sections
14 and 15 hereof) as of the date and year first above written.

                                AGRATECH SEEDS INC.


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


                                AGRATRADE FINANCING, INC.


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


                                CROSS EQUIPMENT COMPANY,
                                INC.


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


                                GK FINANCE CORPORATION


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


                                GK PEANUTS, INC.


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


                                GK PECANS, INC.


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


                                LUKER INC.


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



                                Exhibit A
                        to Intercreditor Agreement

                    Form of Counterpart Signature Page
                        to Intercreditor Agreement

     The undersigned hereby becomes a Secured Party under the Intercreditor
Agreement, dated as of November 3, 2000, as amended in accordance with the
terms thereof (the "Agreement"), to which this signature page is attached
and agrees to be made a part of, and agrees to be bound by the terms of the
Agreement.

                                 [Secured Party]


Date:                            By:
                                 Title:

                                 Address for Notices:





13800


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>b10k1.txt
<DESCRIPTION>EXHIBIT B-10(K)(1)
<TEXT>



                            EXHIBIT B-10(k)(1)


                      SOUTHERN STATES CAPITAL TRUST I

                 Step-Up Rate Capital Securities, Series A
             (Liquidation Amount $1,000 Per Capital Security)
          guaranteed to the extent set forth in the Guarantee by

                 SOUTHERN STATES COOPERATIVE, INCORPORATED
                                    and

     Step-Up Rate Series B Cumulative Redeemable Preferred Securities
            (Liquidation Amount $1,000 Per Preferred Security)

                                 Issued by
                 SOUTHERN STATES COOPERATIVE, INCORPORATED



                            Purchase Agreement
                                             October 5, 1999

Gold Kist Inc.
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia  30346-2397

Gentlemen:

          Pursuant to the commitment letter dated October 13, 1998, by and
between Gold Kist Inc. ("Gold Kist") and Southern States Cooperative,
Incorporated, and the Terms Sheet attached thereto, as amended by letter
dated March 29, 1999 (the "Commitment Letter"), Southern States Capital
Trust I, a statutory business trust formed under the laws of the State of
Delaware (the "Trust"), and Southern States Cooperative, Incorporated, an
agricultural cooperative corporation organized under the laws of Virginia,
as depositor of the Trust and as guarantor (the "Company"), agree, subject
to terms and conditions stated herein, that the Trust will issue and sell
to Gold Kist Inc. (the "Purchaser") an aggregate of $60,000,000 liquidation
amount of Step-Up Rate Capital Securities, Series A (liquidation amount
$1,000 per capital security) (the "Capital Securities") representing
undivided beneficial interests in the assets of the Trust, guaranteed on a
subordinated basis by the Company as to the payment of distributions and as
to payments on liquidation or redemption, to the extent set forth in a
guarantee agreement (the "Guarantee") between the Company and First Union
National Bank, as trustee (the "Guarantee Trustee").  The Trust is to
purchase, with the proceeds of the sale of the Capital Securities and
$1,856,000 liquidation amount of its Common Securities (liquidation amount
$1,000 per common security) (the "Common Securities" and together with the
Capital Securities, the "Trust Securities"), $61,856,000 aggregate
principal amount of Step-Up Rate Junior Subordinated Deferrable Interest
Debentures due September 30, 2029 (the "Debentures") of the Company, to be
issued pursuant to a Junior Subordinated Indenture (the "Indenture")
between the Company and First Union National Bank, as trustee (the
"Debenture Trustee").

          The Company will be the holder of 100% of the Common Securities.
The Trust will be subject to the terms of an Amended and Restated Trust
Agreement (the "Trust Agreement"), among the Company, as depositor, First
Union National Bank, as Property Trustee ("Property Trustee") and First
Union Trust Company, National Association, as Delaware Trustee (the
"Delaware Trustee"), and two individual trustees who are employees or
officers of or affiliated with the Company (the "Administrative Trustees").
The Property Trustee, the Delaware Trustee and the Administrative Trustees
are collectively referred to herein as the "Trustees."

          Pursuant to the Commitment Letter, the Company and the Purchaser
also agree, subject to terms and conditions stated herein, that the Company
will sell to the Purchaser 40,000 shares (liquidation preference of $1,000
per share) of its Step-Up Rate Series B Cumulative Redeemable Preferred
Stock, $100 par value per share (the "Preferred Securities" and together
with the Capital Securities, the "Securities").  This Purchase Agreement is
referred to herein as the "Agreement."

          The Securities have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), and are being sold pursuant to
this Agreement in reliance on the exemption therefrom contained in Section
4(2) of the Securities Act.

          1.   Representations, Warranties and Agreements of the Company
and the Trust.  The Company and the Trust, jointly and severally,
represent and warrant to, and agree with the Purchaser that as of the date
hereof:

         (a)  The Company has been duly organized and is validly existing
     and in good standing under the laws of the Commonwealth of Virginia,
     is duly qualified to do business and is in good standing in each
     jurisdiction in which its ownership or lease of property or the
     conduct of its business requires such qualification, save where the
     failure to be so qualified would not reasonably be expected to have a
     material adverse effect on the business or property of the Company,
     and has all power and authority necessary to own or hold its
     properties and to conduct the business in which it is engaged and the
     authorized capital stock of Company consists of (i) 20,000,000 shares
     of common stock of which 12,057,177 were issued and outstanding as of
     August 31, 1999, and (ii) 1,000,000 shares of preferred stock, of
     which 271 shares of 5% Series Cumulative Preferred Stock were issued
     and outstanding as of August 31, 1999, and of which 14,354 shares of
     6% Series Cumulative Preferred Stock were issued and outstanding as of
     August 31, 1999;

         (b)  This Agreement has been duly authorized, executed and
     delivered by the Company and the Trust;

         (c)   The issuance of the Securities, and the consummation by the
     Company and the Trust of the transactions contemplated herein (the
     "Transactions") will not conflict with or result in a breach or
     violation of any of the terms or provisions of, or constitute a
     default under, any indenture, mortgage, deed of trust, loan agreement
     or other agreement or instrument to which the Company or the Trust is
     a party or by which the Company or the Trust is bound or to which any
     of the properties or assets of the Company or the Trust is subject,
     and  such actions will not result in any violation of the provisions
     of the Amended and Restated Articles of Incorporation or bylaws of the
     Company, the governing documents for the Trust or any statute or
     order, rule or regulation of any court or governmental agency or body
     having jurisdiction over the Company or the Trust or any of the
     properties or assets of either the Company or the Trust;

         (d)  The Trust has been duly created and is validly existing as a
     statutory business trust in good standing under the Business Trust Act
     of the State of Delaware (the "Delaware Business Trust Act") with the
     trust power and authority to own its property and conduct its business
     as contemplated by this Agreement, and has conducted and will conduct
     no business other than the Transactions and has no liabilities other
     than its obligations in connection with the Transactions;

         (e)  The Guarantee, the Debentures, the Trust Agreement, the
     expense agreement referred to in the Trust Agreement, and the
     Indenture (collectively, the "Guarantor Agreements") have each been
     duly authorized, as appropriate, by the Company and the Trust and when
     validly executed and delivered by the Company and, in the case of the
     Guarantee, by the Guarantee Trustee, in the case of the Trust
     Agreement, by the Trustees, and in the case of the Indenture, by the
     Debenture Trustee, and, in the case of the Debentures, when validly
     authenticated and delivered by the Debenture Trustee, will constitute
     valid and legally binding obligations of the Company and of the Trust
     as parties thereto, enforceable in accordance with their respective
     terms, subject, as to enforcement, to bankruptcy, insolvency,
     moratorium, reorganization and similar laws of general applicability
     relating to or affecting creditors' rights and to general equity
     principles (whether considered in a proceeding in equity or at law);

         (f)  The Preferred Securities have been duly and validly
     authorized and, when issued and delivered against payment of the
     consideration specified in this Agreement, will be duly and validly
     issued and fully paid and non-assessable cumulative redeemable
     preferred stock of the Company, and will have the rights set forth in
     the Amendment to the Company's Articles of Incorporation authorizing
     the Step-Up Rate Series B Cumulative Redeemable Preferred Stock;

         (g)  The Capital Securities have been duly and validly authorized
     by the Trust, and, when issued and delivered against payment therefor
     as provided herein, will be duly and validly issued and fully paid and
     non-assessable undivided beneficial interests in the assets of the
     Trust; the issuance of the Capital Securities is not subject to
     preemptive or other similar rights; the terms of the Capital
     Securities are valid and binding on the Trust; and the holders of the
     Capital Securities will be entitled to the same limitation of personal
     liability extended to stockholders of private corporations for profit
     organized under the General Corporation Law of the State of Delaware;

         (h)  The financial statements (including in each case the related
     schedules and notes) of the Company issued in connection with the
     period ending June 30, 1999 fairly present in all material respects
     the consolidated financial position of the Company and its
     subsidiaries as of the dates specified therein and the consolidated
     results of their operations and cash flows for the respective periods
     so specified and have been prepared, in accordance with generally
     accepted accounting principles ("GAAP"), consistently applied
     throughout the periods involved except as set forth in the notes
     thereto; and

         (i)  Neither the Trust, the Company nor any subsidiary of the
     Company is an "investment company" within the meaning of such term
     under the Investment Company Act of 1940, as amended, and the rules
     and regulations of the Securities and Exchange Commission (the
     "Commission") thereunder.

         2.   Purchase of the Securities by the Purchaser.  (a) On the
basis of the representations and warranties herein contained, and subject
to the terms and conditions herein set forth, the Trust agrees to sell to
the Purchaser and the Purchaser agrees to purchase from the Trust,
$60,000,000 aggregate liquidation amount of the Capital Securities at a
purchase price equal to 100% of the liquidation amount of such Capital
Securities.

         (b)  On the basis of the representations and warranties herein
contained, and subject to the terms and conditions herein set forth, the
Company agrees to sell to the Purchaser and the Purchaser agrees to
purchase from the Company, $40,000,000 aggregate liquidation amount of the
Preferred Securities at a purchase price equal to 100% of the liquidation
amount of such Preferred Securities.

         (c)  The Trust shall not be obligated to deliver any of the
Securities, except upon payment for all of the Securities to be purchased
as hereinafter provided.

         3.   Sale and Resale of the Securities by the Purchaser.

          (a)  The Purchaser hereby represents and warrants to, and agrees
     with the Company and the Trust that it (i) is not acquiring the
     Securities with a view to the distribution thereof; (ii) is acquiring
     the Securities for its own account and with its general corporate
     assets and not with the assets of any separate account in which any
     employee benefit plan, as those terms are used in ERISA, has any
     interest; and (iii) will, when permitted by the terms of this
     Agreement and the Securities and if selling within two years (or such
     shorter period as is prescribed by paragraph (k) of Rule 144 under the
     Securities Act as then in effect) after the issuance of the
     Securities, sell the Securities only: (1) to persons whom it
     reasonably believes to be qualified institutional buyers ("Qualified
     Institutional Buyers") as defined in Rule 144A under the Securities
     Act, as such rule may be amended from time to time ("Rule 144A") or,
     if any such person is buying for one or more institutional accounts
     for which such person is acting as fiduciary or agent, only when such
     person has represented that each such account is a Qualified
     Institutional Buyer, to whom notice has been given that such sale is
     being made in reliance on Rule 144A or (2) in transactions exempt from
     registration under the Securities Act with purchasers who execute
     letters of representation in the form included as Exhibit A to this
     Agreement.

          (b)  The Purchaser shall hold any Securities purchased by it for
     a period of at least nine (9) months from the Closing Date.  Upon the
     expiration of that period, and subject to Section 3 of this Agreement
     and the provisions of the Securities, the Purchaser may, at its
     election, give notice to the Company of its desire to sell the
     Securities, in whole or in part.  Delivery of notice shall commence a
     120-day waiting period during which the Purchaser may not sell or
     offer to sell the Securities or any portion thereof without the
     consent of the Company.  Within 10 business days of the Purchaser
     giving notice of its desire to sell, the Company shall advise the
     Purchaser of its intentions with respect to the placement or sale of
     other securities similar to the Securities.  If, during the waiting
     period, the Company determines not to place or sell any such similar
     securities, then the Company shall so advise the Purchaser and the
     Company shall not unreasonably refuse to waive the remainder of the
     waiting period.  Upon the later of (1) expiration of the 120-day
     waiting period and (2) termination of a placement of similar
     securities commenced by the Company prior to the end of the waiting
     period, the Purchaser will be free to transfer the Securities as
     permitted by law and subject to the transfer restrictions set forth in
     the Securities.

          (c)  The Company will provide such financial and other
     information and assistance as may reasonably be required by the
     Purchaser in its efforts to resell the Securities.

         4.   Delivery of and Payment for the Securities.

          (a)  Payment of the purchase price for, and delivery of, the
     Securities shall be made at the offices of the Company, Richmond,
     Virginia or at such other place as shall be agreed upon by the
     Company, the Trust and you, at 9:30 a.m. (E.D.S.T), on October 5, 1999
     (such date and time of payment and delivery being herein called the
     "Closing Date").

          (b)  On the Closing Date, payment for the Capital Securities
     shall be made to or for the account of the Company and the Trust and
     payment for the Preferred Securities shall be made to Bank of America,
     N.A., as Administrative Agent for the account of the Company, in
     immediately available funds by wire transfer to such accounts as the
     Company shall specify prior to the Closing Date or by such means as
     the parties hereto shall agree prior to the Closing Date against
     delivery to you of the certificates evidencing the Securities.

          5.   Commitment Fee.

          (a)  Simultaneously with the purchase of the Securities by the
     Purchaser, the Company shall pay to the Purchaser a commitment fee
     equal to two percent (2%) of the aggregate liquidation amount of the
     Preferred Securities and to one percent (1%) of the aggregate
     liquidation amount of the Capital Securities.  At the Purchaser's
     request, the Company will apply the commitment fee with respect to the
     Capital Securities against the purchase price to be paid to the Trust
     for the Capital Securities and will apply the commitment fee with
     respect to the Preferred Securities against the purchase price to be
     paid for the Preferred Securities.

          (b)  The amount of the commitment fee paid to the Purchaser under
     paragraph (a) above shall be refunded, without interest, to the
     Company on a pro rata basis upon any redemption, in whole or in part,
     of the Securities from the Purchaser so that, for example, if 10% of
     the Capital Securities are redeemed, 10% of the commitment fee for the
     Capital Securities will be refunded as part of the redemption by the
     Company.

          6.   Further Agreements of the Company and the Trust.  The
Company and the Trust, jointly and severally, further agree:

          (a)  So long as the Securities are outstanding and during any
     period in which the Company is not subject to and in compliance with
     Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), to furnish to you and any other holders of the
     Securities and prospective purchasers of the Securities designated by
     such holders, upon request of such holders or such prospective
     purchasers, the information required to be delivered pursuant to
     Rule 144A(d)(4), as amended, or any successor thereto, under the
     Securities Act, in order to permit compliance by such holder with Rule
     144A in connection with the resale of the Securities by such holder.

          (b)   In  addition to the foregoing obligation, so  long  as  the
     Securities are outstanding and during any period in which the  Company
     is  not  subject to and in compliance with Section 13 or 15(d) of  the
     Exchange  Act,  the  Company  will also  deliver  to  each  holder  of
     Securities:

            (i)  within  45  days  after the end of each  quarterly  fiscal
                 period in each fiscal year of the Company (other than  the
                 last  quarterly fiscal period of each such  fiscal  year),
                 duplicate  copies of (A) the consolidated  balance  sheets
                 of  the Company and its subsidiaries as at the end of such
                 quarter,  and (B) the consolidated statements  of  income,
                 changes  in patrons' equity and cash flows of the  Company
                 and its subsidiaries for such quarter and (in the case  of
                 the  second  and  third quarters) for the portion  of  the
                 fiscal  year  ending with such quarter  setting  forth  in
                 each  case  in  comparative  form  the  figures  for   the
                 corresponding periods in the previous fiscal year, all  in
                 reasonable  detail, prepared, in accordance with  GAAP  in
                 each   case   (provided,  however,  that  such   financial
                 statements shall not be required to contain notes  to  the
                 financial  statements), and in each case, certified  by  a
                 senior  financial  officer as fairly  presenting,  in  all
                 material   respects,  the  financial   position   of   the
                 companies   being  reported  on  and  their   results   of
                 operations  and  cash flows, subject to changes  resulting
                 from audit and year-end adjustments;

            (ii) within  90 days after the end of each fiscal year  of  the
                 Company, duplicate copies of (A) the consolidated  balance
                 sheets  of the Company and its subsidiaries as at the  end
                 of  such  year,  and  (B) the consolidated  statements  of
                 income, changes in patrons' equity and cash flows  of  the
                 Company  and its subsidiaries for such year setting  forth
                 in  comparative  form the figures for the previous  fiscal
                 year,  all  in  reasonable detail, prepared in  accordance
                 with  GAAP  (except  as noted therein) accompanied  by  an
                 opinion   thereon   of   independent   certified    public
                 accountants  of  recognized  standing  stating  that  such
                 financial  statements  present  fairly,  in  all  material
                 respects,  the  financial position of the companies  being
                 reported  upon  and that their results of  operations  and
                 cash  flows  and  have been prepared  in  conformity  with
                 GAAP,  and  that  the examination of such  accountants  in
                 connection  with such financial statements has  been  made
                 in  accordance with generally accepted auditing standards,
                 and  that such audit provides a reasonable basis for  such
                 opinion in the circumstances; and

            (iii)      promptly upon their becoming available, one copy  of
                 any  (A)  financial  statement, report,  notice  or  proxy
                 statement   sent  by  the  Company  to  public  securities
                 holders  generally,  and (B) regular or  periodic  report,
                 registration   statement  (without  exhibits   except   as
                 expressly  requested by such holder)  and  prospectus  and
                 all  amendments  thereto filed by  the  Company  with  the
                 Commission.

     The  Company agrees to acknowledge the obligation in this Section 6(b)
     in  writing to any proposed holder of Securities or to any  holder  of
     Securities  at any time and from time to time by a separate instrument
     in  writing.   This  provision is for the benefit of  each  holder  of
     Securities  and  each  such  holder  shall  be  entitled  to   require
     compliance herewith.

          (c)   To  permit  the Purchaser and the representatives  of  each
     holder  of Securities that is an institutional investor at the expense
     of  such  holder  and upon reasonable prior notice to the  Company  to
     visit  the  principal executive office of the Company to  discuss  the
     affairs,  finances  and accounts of the Company and  its  subsidiaries
     with  their  officers,  and (with the consent  of  the  Company  which
     consent   will  not  be  unreasonably  withheld)  independent   public
     accountants,  and  to visit the other offices and  properties  of  the
     Company and each subsidiary, all at such reasonable times and as often
     as  may be reasonably requested in writing; and if a Default or  Event
     of  Default  then exists, at the expense of the Company to  visit  and
     inspect  any  of  the  offices or properties of  the  Company  or  any
     subsidiary, to examine all their respective books of account, records,
     reports  and other papers, to make copies and extracts therefrom,  and
     to  discuss their respective affairs, finances and accounts with their
     respective  officers and independent public accountants (and  by  this
     provision  the  Company  authorizes said accountants  to  discuss  the
     affairs,  finances and accounts of the Company and its  subsidiaries),
     all at such times and as often as may be requested.

          (d)  Upon the request of the Purchaser or any other holder of the
     Securities that is an institutional investor, to use their best
     efforts to permit the Securities to be designated Private Offerings,
     Resales and Trading through Automated Linkages Market ("PORTAL")
     securities in accordance with the rules and regulations adopted by the
     National Association of Securities Dealers, Inc. relating to trading
     in the PORTAL Market and to permit the Securities to be eligible for
     clearance and settlement through The Depository Trust Company (the
     "DTC").

          (e)  Not to, and the Company will cause its affiliates not to,
     solicit any offer to buy or offer to sell the Securities by means of
     any form of general solicitation or general advertising (as those
     terms are used in Regulation D under the Securities Act) or in any
     manner involving a public offering within the meaning of Section 4(2)
     of the Securities Act.

          (f)  To take such steps as shall be necessary to ensure that
     neither the Trust, the Company nor any subsidiary of the Company shall
     become an "investment company" within the meaning of such term under
     the Investment Company Act of 1940 and the rules and regulations of
     the Commission thereunder.

          (g)  To continue, for as long as Gold Kist holds any of the
     Securities purchased hereunder, but in no event for more than 60
     months from the date of this Agreement, with all good faith reasonable
     efforts to place on terms and conditions reasonably satisfactory to
     Company, through one or more of the markets referenced below a minimum
     of $40 million of perpetual preferred and a minimum of $60 million of
     capital securities substantially similar to the Securities.  The
     Company shall pursue its efforts through: (A) the Rule 144A market,
     (B) the private placement market, and/or (C) one or more registered
     public offerings of trust preferred and/or preferred stock.

          (h)  Subject to the provisions of this subsection 6(h), to use
     commercially reasonable efforts to seek and obtain an investment grade
     rating (or, at the request of Gold Kist, a non-investment grade
     rating) of the Securities from two or more nationally recognized
     statistical rating organizations such as Standard & Poor's Rating
     Services, a division of McGraw-Hill, Moody's Investor Service, Duff &
     Phelps Rating Co. and Fitch Investor Services, and at the request of
     Gold Kist, to take all commercially reasonable actions and make all
     filings and reports necessary or appropriate to maintain a rating.  In
     either case, however, if the Company believes that obtaining a non-
     investment grade rating or maintaining a rating (when the Company has
     been advised by the rating agency that such rating will be downgraded
     to a non-investment grade rating) would adversely affect the Company
     or its securities and advises Gold Kist of the reasons for its belief,
     the Company has the right not to pursue such a rating; provided,
     however, that if Gold Kist is of a contrary opinion and advises the
     Company of the reasons for its belief, and the Company does not concur
     with Gold Kist, then the Company will undertake to secure an opinion
     of a nationally recognized investment banking firm not otherwise then
     performing services for either the Company or Gold Kist with respect
     to whether obtaining a non-investment grade rating or whether
     maintaining a rating  (when the Company has been advised that such
     rating will be downgraded to a non-investment grade rating) would
     adversely affect the Company or the Company's securities.  In the
     event such an investment banking firm concludes that obtaining a non-
     investment grade rating or maintaining a rating that would be
     downgraded to a non-investment grade rating would adversely affect the
     Company or its securities, then the Company shall not be required to
     pursue such a rating at that time.  If an investment banking firm
     shall be engaged for the purpose of providing an opinion referred to
     in this Section 6(h), the firm shall be mutually agreed upon by the
     Company and Gold Kist.  The Company shall pay the expense of such
     opinion; provided, however, that Gold Kist shall reimburse the Company
     for the costs incurred in securing such opinion unless the opinion of
     such firm is to the effect that obtaining a non-investment grade
     rating or that maintaining a rating (when the Company has been advised
     that such rating will be downgraded to a non-investment grade rating)
     would not adversely affect the Company or its securities.  In no
     circumstances, however, shall the Company be required to seek a rating
     more than once or an investment banking opinion more than twice under
     this Section 6(h) in any rolling 12-month period beginning July 1,
     2000.  For purposes of this Section 6(h), the term "adversely affect"
     shall be construed to mean adverse effects having more than an
     immaterial or insubstantial effect.

          7.   Expenses.  The Company and the Trust, jointly and severally,
agree to pay (i) the costs incident to the sale and delivery of the
Securities and any taxes payable in that connection; (ii) all fees and
expenses, if any, incurred in connection with the admission of such
Securities for trading in PORTAL; and (iii) all other costs and expenses
incident to the performance of the obligations of the Company and the
Trust, respectively.

          8.   Conditions to the Purchaser's Obligations. The obligations
of the Purchaser hereunder are subject to the accuracy, on the Closing
Date, of the representations and warranties of the Company and the Trust,
contained herein, to the performance by the Company and the Trust of their
obligations hereunder, and to each of the following additional terms and
conditions:

          (a)  All corporate proceedings and other legal matters incident
     to the authorization, form and validity of this Agreement, the
     Guarantor Agreements, the Securities, and all other legal matters
     relating to this Agreement and the transactions contemplated hereby
     shall be satisfactory in all respects to counsel for the Purchaser,
     and the Company and the Trust shall have furnished to such counsel all
     documents and information that they may reasonably request to enable
     them to pass upon such matters.

          (b)  Mays & Valentine, L.L.P. shall have furnished to the
     Purchaser their written opinion, as counsel to the Company and the
     Trust, addressed to the Purchaser and dated the Closing Date, in form
     and substance reasonably satisfactory to the Purchaser, to the effect
     set forth in Exhibit B hereto and to such further effect as counsel to
     the Purchaser may reasonably request.

          (c)  Potter Anderson & Corroon LLP shall have furnished to the
     Purchaser their written opinion, as Delaware counsel to the Company
     and the Trust, addressed to the Purchaser and dated the Closing Date,
     in form and substance reasonably satisfactory to the Purchaser, to the
     effect set forth in Exhibit C hereto and to such further effect as
     counsel to the Purchaser may reasonably request.

          9.   Redemption.

          (a)  Mandatory Redemption.  Notwithstanding any other provision
     of the Securities or the Guarantor Agreements, the Capital Securities
     and the Preferred Securities shall be subject to mandatory redemption,
     at a redemption price equal to the liquidation amount of the
     Securities redeemed plus all unpaid and accumulated amounts
     distributable with respect to such Securities, during the period and
     to the extent any such Securities are held by Gold Kist, from the net
     proceeds of any placement by the Company of any shares of preferred
     stock or any subordinated debt (any such placement of securities being
     referred to herein as a "Mandatory Redemption Event").  In the event a
     Mandatory Redemption Event shall occur, the Company shall have the
     obligation to redeem, to the full extent of any net proceeds realized
     from such a placement or placements, all or any applicable portion of
     any Capital Securities or Preferred Securities of the Company held by
     Gold Kist, but the Company shall have the right to select for
     mandatory redemption whichever type of Securities may be held by Gold
     Kist.  In the event the Company shall sell or otherwise place shares
     of its preferred stock or its subordinated debt to any third-party or
     parties, it shall give prompt written notification thereof to Gold
     Kist, which notice shall specify a redemption date not more than
     [three (3)] business days after the date of such notice at which time
     the mandatory redemption of all or a specified portion of the Capital
     Securities and/or Preferred Securities held by the Purchaser shall
     occur.  For the avoidance of doubt, the Company acknowledges that a
     Mandatory Redemption Event will not necessarily involve securities
     having terms similar to the terms of Securities, but includes all
     preferred stock and subordinated debt, whether such debt or stock
     ranks prior to Securities or not, that any debt that is subordinated
     in the payment of principal or interest to any other obligations of
     Company shall be subordinated debt and that a sale of part of the
     Securities by Gold Kist will have no effect on the Company's
     obligations upon a Mandatory Redemption Event with respect to the
     Securities still held by Gold Kist.

          (b)  Optional Redemption.  Notwithstanding any other provision of
     the  Securities, this Agreement or the Guarantor Agreements and during
     the  period  and to the extent such Securities are held by Gold  Kist,
     the  Capital Securities and the Preferred Securities shall be  subject
     to  redemption  before maturity at the option of the  Company  at  any
     time,  in  whole  or  in  part, at a redemption  price  equal  to  the
     liquidation  amount  of the Securities redeemed plus  all  unpaid  and
     accumulated amounts distributable with respect to such Securities.

          (c)  Supplemental Redemption Notice.  During the period that the
     Capital Securities and the Preferred Securities are held by Gold Kist,
     the Company agrees that, in addition to any other redemption notice
     required by the terms of the Securities, this Agreement or the
     Guarantor Agreements to be sent by or on behalf of the Company with
     respect to any redemption of the Capital Securities or the Preferred
     Securities, the Company will send such redemption notice to Gold Kist
     by facsimile or by e-mail at the address specified in Section 11 below
     or as otherwise furnished to the Company by Gold Kist in writing.

          10.  Extinguishment of Commitment Letter.  The closing of the
sale and purchase of Securities under this Agreement shall operate to
extinguish and terminate the Commitment Letter in all respects and the bank
letter of credit referred to therein.  Company agrees to take any and all
actions as may be reasonably requested by the Purchaser to confirm to the
bank the termination of the letter of credit.

          11.  Notices, etc.  All statements, requests, notices and
agreements hereunder shall be in writing, and:

          (a)  if to the Purchaser, shall be delivered or sent by certified
     mail, courier or overnight carrier, hand or facsimile transmission to
     Gold Kist Inc., 244 Perimeter Center Parkway, N.E., Atlanta, Georgia
     30346-2397 Attention: Chief Financial Officer (Fax: (770) 393-5061);
     and with a copy to the General Counsel at the same address (Fax: (770)
     393-5421);

          (b)  if to the Company shall be delivered or sent by certified
     mail, courier or overnight carrier, hand or facsimile transmission to
     the Company at:  6606 West Broad Street, Richmond, Virginia 23230,
     Attention: Chief Financial Officer (Fax: (804) 281-1383);

          (c)  if to the Trust shall be delivered or sent by certified
     mail, courier or overnight carrier, hand or facsimile transmission to
     the Trust at:  6606 West Broad Street, Richmond, Virginia 23230,
     Attention: Administrative Trustees (Fax: (804) 281-1383).

          Any such statements, requests, notices or agreements shall take
effect at the time of receipt thereof.

          12.  Persons Entitled to Benefit of Agreement.  This Agreement
shall inure to the benefit of and be binding upon the Purchaser, the
Company, the Trust and their respective successors and assigns and the
holders of the Securities to the extent provided herein, except that the
mandatory and optional redemption and supplemental redemption notice
provisions of Section 9 are personal to Gold Kist and will not apply to any
other holder of the Capital Securities or the Preferred Securities.  This
Agreement and the terms and provisions hereof are for the sole benefit of
only those persons.  Nothing in this Agreement is intended or shall be
construed to give any person, other than the persons referred to in this
Section 12, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein.

          13.  Survival.  The respective representations, warranties and
agreements of the Company, the Trust and the Purchaser contained in this
Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall survive the delivery of and payment for the Securities and
shall remain in full force and effect, regardless of any investigation made
by or on behalf of any of them or any person controlling any of them.

          14.   Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of Virginia.

          15.   Counterparts.  This Agreement may be executed in one or
more counterparts and, if executed in more than one counterpart, the
executed counterparts shall each be deemed to be an original but all such
counterparts shall together constitute one and the same instrument.

          16.   Headings.  The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the
meaning or interpretation of, this Agreement.

          If the foregoing correctly sets forth the agreement between the
Company, the Trust and Gold Kist, please indicate your acceptance in the
space provided for that purpose below.

                              Very truly yours,

                              SOUTHERN STATES CAPITAL TRUST I


                              By:  /s/ Leslie T. Newton
                              Name:  Leslie T. Newton
                              Title:  Administrative Trustee


                              SOUTHERN STATES COOPERATIVE, INCORPORATED


                              By:  /s/ Jonathan A. Hawkins
                              Name:  Jonathan A. Hawkins
                              Title: Senior Vice President and Chief
                              Financial Offices

  Accepted:

  GOLD KIST INC.


  By: /s/ M. A. Stimpert
  Name:  M. A. Stimpert
  Title:  Senior Vice President
                                                 EXHIBIT A



                    TRANSFEREE LETTER OF REPRESENTATION


  Southern States Cooperative, Incorporated      ________________________
  6606 West Broad Street                         ________________________
  Richmond, Virginia  23230                      ________________________


  Ladies and Gentlemen:

         In connection with the proposed transfer to us of [Step-Up Rate
  Capital Securities, Series A (the "Capital Securities")] [Step-Up Rate
  Series B Cumulative Redeemable Preferred Stock (the "Preferred Stock")]
  of Southern States Cooperative, Incorporated (the "Company"), we confirm
  that:

          1.  We understand that the [Capital Securities] [Preferred Stock]
     has  not  been registered under the Securities Act of 1933, as amended
     (the  "Securities Act"), or other applicable securities laws, and  may
     not be offered, sold, or otherwise transferred except as permitted  in
     the  following sentence.  We agree on our behalf and on behalf of  any
     investor  account  for  which we are purchasing  [Capital  Securities]
     [Preferred Stock] to offer, sell, or otherwise transfer such  [Capital
     Securities]  [Preferred Stock] prior to the date  that  is  two  years
     after  the  later of the date of original issue thereof and  the  last
     date  on  which the Company or any "affiliate" of the Company was  the
     owner   of  such  [Capital  Securities]  [Preferred  Stock]  (or   any
     predecessor thereto) (the "Resale Restriction Termination Date")  only
     (a) to the Company, (b) pursuant to a registration statement which has
     been  declared effective under the Securities Act, (c) so long as  the
     [Capital Securities] [Preferred Stock] is eligible for resale pursuant
     to  Rule  144A  under  the Securities Act, to a person  we  reasonably
     believe  is a "qualified institutional buyer" (a "QIB") as defined  in
     Rule 144A of the Securities Act that purchases for its own account  or
     for  the  account of QIB to whom notice is given that the transfer  is
     being  made  in  reliance  on  Rule  144A,  (d)  to  an  institutional
     "accredited investor" (an "Institutional Accredited Investor")  within
     the  meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under
     the   Securities  Act  that  is  acquiring  the  [Capital  Securities]
     [Preferred  Stock] for its own account or for the account of  such  an
     Institutional Accredited Investor not with a view to, or for offer and
     sale  in  connection  with,  any  distribution  in  violation  of  the
     Securities Act, (e) pursuant to any other available exemption from the
     registration  requirements under the Securities Act,  subject  to  the
     right  of  the  Company  prior to any such offer,  sale,  or  transfer
     pursuant  to  clause (d) or (e) above to require the  delivery  of  an
     opinion  of  counsel,  certifications, a letter  from  the  transferee
     substantially   similar   to  this  letter,   or   other   information
     satisfactory to them.

          2.   We are purchasing the [Capital Securities] [Preferred Stock]
     for  our  own  account or for the account of another for whom  we  are
     acting  and  not  with a view to, or for offer or sale  in  connection
     with, any distribution in violation of the Securities Act or any other
     applicable  securities laws, and we have such knowledge and experience
     in  financial and business matters as to be capable of evaluating  the
     merits  and  risks  of  our  investment in  the  [Capital  Securities]
     [Preferred Stock], and we and any accounts for which we are acting are
     each  able to bear the economic risk of our or its investment  for  an
     indefinite period.

          3.  You and the Company are entitled to rely upon this letter and
     you are irrevocably authorized to produce this letter or a copy hereof
     to  any interested party in any administrative or legal proceeding  or
     official inquiry with respect to the matters covered hereby.

          THIS  LETTER  SHALL BE GOVERNED BY, AND CONSTRUED  IN  ACCORDANCE
     WITH , THE LAWS OF THE STATE OF NEW YORK.

                                   Very truly yours,

                                   ___________________________________
                                   Name of Transferee (please print)


                                   By: ________________________________

                                   Title: _______________________________

                                   Date: _______________________________


          Upon  transfer, the [Capital Securities] [Preferred Stock]  would
     be registered in the name of the new beneficial owner as follows:


     Name: ________________________________

     Address: _______________________________
             _______________________________

     Taxpayer ID Number: ____________________
                                                   EXHIBIT B



                     FORM OF OPINION OF
           COUNSEL TO THE COMPANY TO BE DELIVERED
                  PURSUANT TO SECTION 7(b)


                              October 5, 1999



Gold Kist Inc.
244 Perimeter Center Parkway, NE
Atlanta, Georgia  30346-2397

                 Southern States Cooperative, Incorporated
                      Southern States Capital Trust I

Ladies and Gentlemen:

          We   have  acted  as  counsel  to  Southern  States  Cooperative,
Incorporated,   a   Virginia  agricultural  cooperative  association   (the
"Company"), and Southern States Capital Trust I, a statutory business trust
created  under the laws of Delaware (the "Trust"), in connection  with  the
sale  of $60,000,000 liquidation amount of Step-Up Rate Capital Securities,
Series   A   (the  "Capital  Securities")  of  the  Trust  and  $40,000,000
liquidation  amount of Step-Up Rate Cumulative Redeemable  Preferred  Stock
(the  "Preferred  Stock,"  and together with the  Capital  Securities,  the
"Securities")  of the Company to you under the Purchase Agreement  of  even
date herewith between you and the Company.  The Capital Securities will  be
issued  by  the  Trust,  and  the Guarantee  and  the  Junior  Subordinated
Debentures  will  be issued by the Company to the Trust in connection  with
the issuance of the Capital Securities.

          The  Capital  Securities  will be issued  under  an  Amended  and
Restated  Trust  Agreement  (the "Amended and  Restated  Trust  Agreement")
entered  into by and among the Company, the Delaware Trustee, the  Property
Trustee,  and  the  Administrative  Trustees  named  therein;  the   Junior
Subordinated   Debentures  will  be  issued  under  a  Junior  Subordinated
Indenture (the "Indenture") to be entered into between the Company and  the
Debenture  Trustee;  and the Guarantee will be issued under  the  Guarantee
Agreement (the "Guarantee") between the Company and the Guarantee  Trustee.
The Company and the Trust also will enter into an Expense Agreement.

     All  capitalized terms not otherwise defined herein have the  meanings
set forth in the Purchase Agreement.

     In  rendering  this  opinion, we have examined  originals  or  copies,
certified  or otherwise identified to our satisfaction, of: (i)  the  Trust
Agreement,  dated  December  15, 1998 (the "Trust  Agreement"),  (ii)   the
Certificate  of Trust of the Trust, filed on December 16, 1998,  (iii)  the
Corrected  Certificate of Trust of the Trust, filed on September 28,  1999,
(iv) the form of Amended and Restated Trust Agreement pursuant to which the
Capital  Securities  are to be issued, (v) the form of  Capital  Securities
Certificate,  (vi) the form of Guarantee entered into by  and  between  the
Company and the Trust, pursuant to which the Company will guarantee certain
obligations of the Trust with respect to the Capital Securities, (vii)  the
form of Indenture entered into by and between the Company and the Debenture
Trustee, which will govern the Junior Subordinated Debentures to be  issued
by  the Company, (viii) the form of Junior Subordinated Debenture and  (ix)
the  Articles of Amendment to the Restated Articles of Incorporation of the
Company  creating the series of Step-Up Rate Series B Cumulative Redeemable
Preferred  Stock.  We have also examined originals or copies, certified  or
otherwise   identified  to  our  satisfaction,  of  such  other  documents,
certificates  and  records as we have deemed necessary or  appropriate  for
purposes  of  rendering this opinion.  In rendering this opinion,  we  have
assumed  that the Amended and Restated Trust Agreement, the Guarantee,  the
Capital Securities, the Indenture and the Debentures when executed, will be
executed  in  substantially the form reviewed by us.  We have also  assumed
that  the trustees will conduct the affairs of the Trust in accordance with
the Amended and Restated Trust Agreement.

     Based upon the foregoing, we are of the following opinions:

     1.    The  Company has been duly formed and is validly existing  as  a
corporation  in  good  standing  under the  laws  of  the  Commonwealth  of
Virginia,  is  duly qualified to do business and is in good standing  as  a
foreign corporation in each jurisdiction in which its ownership or lease of
property  or the conduct of its business requires such qualification,  save
where  the  failure  to do so would not reasonably be expected  to  have  a
material adverse effect on the business or property of the Company and  has
all  corporate power and authority necessary to own or hold its  properties
and conduct the business in which it is engaged.

     2.    The  authorized  capital stock of the Company  consists  of  (a)
20,000,000  shares  of  membership common stock of  which  12,057,177  were
issued  and outstanding as of August 31, 1999, and (b) 1,000,000 shares  of
preferred  stock,  of  which 271 shares of 5% Series  Cumulative  Preferred
Stock  were  issued  and outstanding as of August 31, 1999,  and  of  which
14,354  shares  of  6% Series Cumulative Preferred Stock  were  issued  and
outstanding as of August 31, 1999, all of which shares of stock  were  duly
authorized, validly issued and fully paid and non-assessable.

     3.    (a)   The execution and delivery by the Company of each  of  the
Securities, the Trust Agreement, the Amended and Restated Trust  Agreement,
the  Indenture and the Guarantee has been duly and validly authorized,  and
when  issued in accordance with the Purchase Agreement, the Preferred Stock
will be duly authorized, validly issued and fully paid and non-assessable.

          (b)   The Subordinated Debentures to be issued by the Company  to
     the  Trust  will,  when issued in accordance with  the  terms  of  the
     Indenture, constitute valid and binding obligations of the Company.

          (c)  The Guarantee when provided by the Company and upon issuance
     of  the  Capital  Securities  will  constitute  a  valid  and  binding
     obligation of the Company.

      4.    The  Purchase Agreement has been duly authorized, executed  and
delivered by the Company and the Trust and constitutes a valid and  binding
agreement of the Company and the Trust enforceable against the Company  and
the  Trust in accordance with its terms, except as such enforceability  may
be  limited  by bankruptcy, insolvency, fraudulent conveyance or  transfer,
reorganization, liquidation, moratorium or other similar laws affecting the
rights and remedies of creditors generally and except as may be subject  to
general  principles of equity (regardless of whether enforcement is  sought
in a proceeding in equity or at law), and except as rights to indemnity and
contribution thereunder may be limited by applicable law and public policy,
and  except  that no opinion is expressed as to the enforceability  of  the
choice of law provision thereof;

     5.    To  the  best  of  our  knowledge, the issue  and  sale  of  the
Securities, the compliance by the Company with all of the provisions of the
Purchase  Agreement, and the consummation of the Transactions  contemplated
thereby, will not conflict with or result in a breach or violation  of  any
of  the  terms  or  provisions  of,  or constitute  a  default  under,  any
indenture,  mortgage, deed of trust, loan agreement or other  agreement  or
instrument to which the Company is a party or by which the Company is bound
or  to  which any of the property or assets of the Company is subject,  nor
will such actions result in any violation of the provisions of the articles
of  incorporation  or  by-laws of the Company or,  to  our  knowledge,  any
statute  or  any  order,  rule or regulation of any court  or  governmental
agency  or  body  of  the  United States or the State  of  Virginia  having
jurisdiction  over  the Company or any of its properties  or  assets;  and,
except  for  such  consents,  approvals, authorizations,  registrations  or
qualifications as may be required under applicable state securities laws in
connection  with  the purchase and distribution of the  Securities  by  the
Purchaser,  no consent approval, authorization or order of,  or  filing  or
registration  with,  any  such  court or governmental  agency  or  body  is
required  for  the  execution,  delivery and performance  of  the  Purchase
Agreement   by  the  Company  and  the  consummation  of  the  transactions
contemplated thereby;

     6.    Neither the Company, any of its subsidiaries nor the Trust is an
"investment company" as such term is defined in the Investment Company  Act
of 1940, as amended;

     Our  opinion is limited to matters governed by the Federal laws of the
United States of America and the laws of the Commonwealth of Virginia.

     Where  our opinion as to certain matters of fact is stated to  be  "to
the  best  of  our  knowledge,"  we  have not  undertaken  any  independent
investigation  or examination of those matters as a basis for  our  opinion
but have instead relied solely upon such information as to those matters as
is  contained  in  our open files in the name of the Company  or  has  been
provided  to  us  in response to inquiries made by us to  officers  of  the
Company  or  has  otherwise come to our attention  in  the  course  of  our
representation  of  the  Company  or  the  Trust  in  connection  with  the
preparation  of  the  Securities,  the Trust  Agreement,  the  Amended  and
Restated  Trust  Agreement, the Indenture, the Guarantee and  the  Purchase
Agreement and the consummation of the Transactions.

     For  purposes  of  the  opinion rendered in  Paragraph  2  above,  the
statement  therein as to the number of shares of capital stock  issued  and
outstanding  on  the  date  referred to was  based  solely  on  information
provided to us by the Company.

     In  rendering the foregoing opinion, we have relied to the  extent  we
deem  appropriate on the opinion of Potter Anderson & Corroon LLP, Delaware
counsel to the Trust.

                              Very truly yours,


                              MAYS & VALENTINE, L.L.P.

                                                   EXHIBIT C


            FORM OF OPINION OF DELAWARE COUNSEL
               TO THE GUARANTOR AND THE TRUST
          TO BE DELIVERED PURSUANT TO SECTION 7(c)

                       October 5, 1999



To Each of the Persons Listed
on Schedule I Attached Hereto

          Re:  Southern States Capital Trust I

Ladies and Gentlemen:

          We have acted as special Delaware counsel for Southern States
Capital Trust I, a Delaware business trust (the "Trust") in connection with
the issuance of its Step-Up Rate Capital Securities, Series A on the date
hereof (the "Capital Securities") pursuant to the Purchase Agreement as
defined in the Amended and Restated Trust Agreement (the "Trust
Agreement"), dated the date hereof, by and among Southern States
Cooperative, Incorporated, as Depositor, First Union Trust Company,
National Association, as Delaware Trustee, First Union National Bank, as
Property Trustee, and the Administrative Trustees named therein.  Initially
capitalized terms used herein and not otherwise defined are used herein as
defined in the Trust Agreement.

          For purposes of giving the opinions hereinafter set forth, we
have examined only the following documents and have conducted no
independent factual investigations of our own:

          1.   The Certificate of Trust for the Trust, dated as of December
15, 1998, as filed in the Office of the Secretary of State of the State of
Delaware (the "Secretary of State") on December 16, 1998;

          2.   The Corrected Certificate of Trust for the Trust, dated as
of September 28, 1999, as filed with the Secretary of State on September
28, 1999;

          3.   The original trust agreement of the Trust, dated as of
December 15, 1998, by and between Southern States Cooperative,
Incorporated, as Depositor, and First Union Trust Company, National
Association, as Delaware Trustee (the "Original Agreement");

          4    The Trust Agreement;

          5.   A Certificate of Good Standing for the Trust, dated October
5, 1999, obtained from the Secretary of State;

          6.   The Purchase Agreement; and

          7.   The Expense Agreement.

          The documents referred to in (1) and (2) are collectively
referred to as the "Certificate."  The documents referred to in (3), (4),
(6) and (7) are collectively referred to as the "Agreements" and
individually as an "Agreement."

               For purposes of this opinion, we have not reviewed any
documents other than the documents listed in (1) through (7) above.  In
particular, we have not reviewed any document (other than the documents
listed in (1) through (7) above) that is referred to or incorporated by
reference into the documents reviewed by us.  We have assumed that there
exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein.

          In addition, we have conducted no independent factual
investigation of our own but rather have relied solely on the foregoing
documents, the statements and information set forth therein and the
additional matters related or assumed therein, all of which we have assumed
to be true, complete and accurate.  Whenever a statement herein is
qualified by the phrase "known by us" or a correlative phrase, it is
intended to indicate the current and actual knowledge of the attorneys in
the firm who have rendered legal services in connection with the
transactions described herein.

          Based upon the foregoing, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that:

          1.   The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act and
all filings required under the laws of the State of Delaware with respect
to the creation and valid existence of the Trust have been made.

          2.   Under the Delaware Business Trust Act and the Trust
Agreement, the Trust has the trust power and authority (a) to own its
properties (including, without limitation, the Debentures) and conduct its
business, (b) to execute and deliver, and to perform its obligations under,
the Agreements to which it is a party, and (c) to issue and perform its
obligations under the Capital Securities and Common Securities, all as
described in the Trust Agreement.

          3.   The Trust Agreement constitutes a valid and binding
obligation of the Depositor and the Trustees, enforceable against the
Depositor and the Trustees, respectively, in accordance with its terms.

          4.   Under the Delaware Business Trust Act and the Trust
Agreement, the execution and delivery by the Trust of the Agreements to
which it is a party, and the performance by the Trust of its obligations
thereunder, have been duly authorized by all necessary trust action on the
part of the Trust.

          5.   The Capital Securities (a) have been duly authorized by the
Trust Agreement, and (b) once duly and validly issued in accordance with
the Trust Agreement, will represent valid and fully paid and, subject to
the qualifications set forth in number 8 below, non-assessable undivided
beneficial interests in the assets of the Trust.

          6.   Once duly and validly issued in accordance with the Trust
Agreement, the Capital Securities will entitle the Holders of the Capital
Securities to the benefits of the Trust Agreement.

          7.   The Common Securities (a) have been duly authorized by the
Trust Agreement, and (b) once duly and validly issued in accordance with
the Trust Agreement, will represent valid and fully paid undivided
beneficial interests in the assets of the Trust.

          8.   The Holders of Capital Securities will be entitled to the
same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware, except that the Holders of Capital Securities may be
obligated to (a) provide indemnity and/or security in connection with and
pay taxes or governmental charges arising from transfers or exchanges of
certificates representing Capital Securities and the issuance of
replacement certificates representing Capital Securities to the extent
provided in the Trust Agreement, (b) provide security or indemnity in
connection with requests of or directions to the Property Trustee to
exercise its rights and powers under the Trust Agreement, and (c) provide
indemnity in connection with violations of the Trust Agreement or U.S.
Federal or state securities laws arising from transfers or exchanges of
certificates representing Capital Securities and the issuance of
replacement certificates representing Capital Securities.

          9.   Under the Delaware Business Trust Act and the Trust
Agreement, the issuance of the Trust Securities is not subject to
preemptive rights.

          10.  No authorization, approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body of the
State of Delaware known by us to have jurisdiction over the Trust is
required for the issuance and sale of the Securities or the consummation by
the Trust of the transactions contemplated by the Agreements to which it is
a party.

          11.  The (a) purchase of the Debentures by the Trust, (b)
distribution of the Debentures by the Trust in the circumstances
contemplated by the Trust Agreement, and (c) execution, delivery and
performance by the Trust of the Agreements to which it is a party and the
consummation of the transactions contemplated thereunder, will not conflict
with or result in a breach or violation of any of the terms or provisions
of the Certificate or the Trust Agreement or any statute, rule or
regulation of the State of Delaware or any governmental agency or body of
the State of Delaware known by us to have jurisdiction over the Trust.

          12.  Assuming that the Trust is treated as a grantor trust or
partnership for federal income tax purposes, the Holders of Capital
Securities (other than those holders of Capital Securities who reside or
are domiciled in the State of Delaware) will have no liability for income
taxes imposed by the State of Delaware solely as a result of their
participation in the Trust, and the Trust will not be liable for any income
tax imposed by the State of Delaware.

          All of the foregoing opinions contained herein are subject to the
following assumptions, qualifications, limitations and exceptions:

               a.   The foregoing opinions are limited to the laws of the
State of Delaware presently in effect, excluding the securities laws
thereof.  We have not considered and express no opinion on the laws of any
other jurisdiction, including, without limitation, federal laws and rules
and regulations relating thereto.

               b.   The foregoing opinions in paragraphs 3 and 6 above are
subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent
conveyance, fraudulent transfer and similar laws relating to or affecting
creditors rights generally including, without limitation, the Delaware
Uniform Fraudulent Conveyance Act, the provisions of the United States
Bankruptcy Code and the Delaware insolvency statutes, (ii) principles of
equity including, without limitation, concepts of materiality, good faith,
fair dealing, conscionability and reasonableness (regardless of whether
such enforceability is considered in a proceeding in equity or at law),
(iii) applicable law relating to fiduciary duties, (iv) public policy
limitations with respect to exculpation, contribution and indemnity
provisions, and (v) the limitation that a court applying Delaware law will
enforce a liquidated damages provision in a contract only where, at the
time of contract, actual damages may be difficult to determine and the
stipulated sum is not so grossly disproportionate to the probable
anticipated loss as to be a penalty.

               c.   We have assumed the due execution and delivery by each
party thereto of each document examined by us. In addition, we have assumed
the due authorization by each party thereto (exclusive of the Trust) of
each document examined by us, and that each of such parties (exclusive of
the Trust and the Administrative Trustees) has the full power, authority,
and legal right to execute, deliver and perform each such document.  We
also have assumed that each of the parties (exclusive of the Trust and the
Administrative Trustees) to each of the Agreements is a corporation, bank,
national banking association, limited liability company or trust company
duly formed, validly existing and in good standing under the laws of their
respective jurisdictions of organization and that the Agreements to which
each of the entities to each of the Agreements (other than, in the case of
the Trust, as expressly set forth in Paragraph 11) is a party do not result
in the breach of the terms of, and do not contravene its constituent
documents or any law, rule or regulation applicable to it.  We have also
assumed that each of the Agreements to which each of the entities is a
party does not (x) result in the breach of the terms of, and does not
contravene, any contractual restriction binding upon such entities, or (y)
(other than, in the case of the Trust as expressly set forth in Paragraphs
10 and 11) require under any law, statute, rule, or regulation any filing
with, or any approval or consent of, any governmental authority.  We have
further assumed the legal capacity of any natural persons who are
signatories to any of the Agreements or other documents examined by us.

               d.   We have assumed that all signatures on documents
examined by us are genuine, that all documents submitted to us as originals
are authentic and that all documents submitted to us as copies conform with
the originals.

               e.   We have assumed that the Original Agreement and the
Trust Agreement collectively, constitute the entire agreement among each of
the respective parties thereto with respect to the subject matter thereof,
including with respect to the creation, operation, dissolution and winding
up of the Trust.

               f.   We have assumed that no event set forth in Article 9 of
the Trust Agreement has occurred.

               g.   We have assumed that the Trust derives no income from
or connected with sources within the State of Delaware and has no assets,
activities (other than having a Delaware trustee as required by the
Delaware Business Trust Act and the filing of documents with the Secretary
of State) or employees in the State of Delaware.

               h.   Notwithstanding any provision in the Trust Agreement to
the contrary, we note that upon the occurrence of an event set forth in
Article 9 thereof, the Trust cannot make any payments or distributions to
the Holders of Securities until creditors' claims are either paid in full
or reasonable provision for payment thereof has been made.

               i.   With respect to the enforceability of any provision of
the Trust Agreement wherein the parties provide for the appointment of a
liquidator, we note that upon the application of any beneficial owner, the
Delaware Court of Chancery has the power, upon cause shown, to wind up the
affairs of a Delaware business trust and in connection therewith to appoint
a liquidating trustee other than the one agreed to by the beneficial owners
thereof.

               j.   We have assumed that the only assets owned by the Trust
are the Debentures, cash on deposit in, or owing to, the Payment Account,
and all proceeds and rights in respect of the same.

               k.   We have assumed that all of the agreements that are not
governed by Delaware law constitute legal, valid, binding and enforceable
obligations of each of the parties thereto under the laws of the State of
New York.

               l.   We have assumed that the Trust Securities will be
issued and sold in accordance with the Trust Agreement and the Purchase
Agreement.  We have further assumed that the purchase price for the Trust
Securities has been paid, that certificates representing the Trust
Securities have been issued by the Trust, and that such certificates
representing Trust Securities have been received by the Holders thereof,
respectively, all in accordance with the Trust Agreement and the Purchase
Agreement.

               m.   We note that pursuant to the Expense Agreement the
Depositor, as Holder of the Common Securities, is liable for all of the
debts and obligations of the Trust (other than with respect to the Capital
Securities) to the extent not satisfied out of the Trust's assets.

          This opinion is rendered solely for your benefit in connection
with the matters set forth herein and, without our prior written consent,
may not be furnished or quoted to, or relied upon by, any other person or
entity for any purpose.  Mays & Valentine, L.L.P. and Sullivan & Cromwell
may rely on this opinion in connection with any legal opinion being
rendered by the same on the date hereof with respect to the matters set
forth herein.

                              Very truly yours,


                              POTTER ANDERSON & CORROON LLP





                                Schedule I


SOUTHERN STATES COOPERATIVE, INCORPORATED

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION

FIRST UNION NATIONAL BANK

GOLD KIST INC.









13799



</TEXT>
</DOCUMENT>
</SUBMISSION>
