SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT

 Exhibit B-10(e)(2)
        SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT

                               among

                 COOPERATIEVE CENTRALE RAIFFEISEN-
    BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH,
   as Collateral Agent, Credit Agent, a Lender, and a Letter of
                           Credit Issuer

                                and

     EACH OF THE LENDERS UNDER THE THIRD AMENDED AND RESTATED
         CREDIT AGREEMENT, dated as of September 27, 2002
                           as a Lender,

                                and

                           COBANK, ACB,
                            as Lender,

                                and

       THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, and the
                      GATEWAY RECOVERY TRUST
                          as Noteholders,

                                and

                          SUNTRUST BANK,

                                and

                  HARRIS TRUST AND SAVINGS BANK,
                   as Letter of Credit Issuers,

                                and

                   RABO CAPITAL SERVICES, INC.,
                      as Capital Market Party

                                and

                  GOLD KIST INC., as the Company

                  Dated as of September 27, 2002

                         TABLE OF CONTENTS
                                                              Page

1.   DEFINITIONS                                                  3
2.   APPOINTMENT OF COLLATERAL AGENT                              6
3.   RIGHTS OF SECURED PARTIES UNDER TRANSACTION DOCUMENTS        7
4.   NOTIFICATION OF EVENT OF DEFAULT                             7
6.   REMEDIES UPON ACTIONABLE DEFAULT                             8
7.   APPLICATION                                                  8
8.   INSURANCE PROCEEDS; OTHER AMOUNTS                            10
9.   RELEASE OF COLLATERAL                                        10
10.  INVESTMENT OF FUNDS HELD BY COLLATERAL AGENT                 11
11.  RECEIPT OF FUNDS BY SECURED PARTIES                          11
12.  ACTION ON INSTRUCTIONS OF SECURED PARTIES                    12
13.  FURNISH NOTICES TO SECURED PARTIES                           13
14.  RIGHTS, DUTIES AND RESPONSIBILITIES OF THE COLLATERAL
     AGENT                                                        13
15.  COMPENSATION OF THE COLLATERAL AGENT                         15
16.  RESIGNATION; REMOVAL; APPOINTMENT OF SUCCESSOR
     COLLATERAL AGENT                                             15
17.  CO-AGENTS                                                    16
18.  ADDITIONAL COLLATERAL                                        16
19.  FURTHER ASSURANCES, ETC                                      16
20.  GOVERNING LAW                                                17
21.  PARTIAL INVALIDITY                                           17
22.  BINDING ON SUCCESSORS AND ASSIGNS                            17
23.  CAPTIONS; INTERPRETATION                                     18
24.  GIVING OF NOTICE                                             18
25.  AUTHORIZED AGENTS                                            18
26.  ENTIRE AGREEMENT                                             19
27.  COUNTERPARTS                                                 19
28.  MODIFICATIONS, AMENDMENTS                                    19
29.  THIRD PARTY BENEFICIARIES                                    19

        SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT

     THIS SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT
dated as of September 27, 2002 (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 (as defined below; in such capacity,
together with its successors and assigns, 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,
"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,
"Prudential"), and the Gateway Recovery Trust as the holder of
certain Prudential Notes (as hereafter defined; in such capacity,
together with its successors and assigns, "Gateway"), 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 cooperative marketing association
(together with its successors and assigns, the "Company").  This
Intercreditor Agreement is an amendment and restatement of that
certain Amended and Restated Intercreditor Agreement dated as of
October 23, 2001 (the "Prior Intercreditor Agreement"), 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.

                             RECITALS:

     A.   Rabobank (together with its successors and assigns, and
with all other Lenders under the Credit Agreement, as defined
below; the "Lenders"), the Credit Agent and the Company have
entered into that certain Third Amended and Restated Credit
Agreement dated as of September 27, 2002 (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 (as defined in the Credit
Agreement; together with any notes issued in exchange or
substitution of any of the foregoing, and including, without
limitation, any Tranche B Term Notes executed and delivered in
connection with the Original Credit Agreement (as defined in the
Credit Agreement) the "Credit Notes");

     B.   Rabobank Capital Services, Inc. (the "Capital Market
Party", and together 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 with the Company or its Subsidiaries (as
defined in the Credit Agreement);

     C.   SunTrust Bank and Harris Trust and Savings Bank have
each issued one or more Letters of Credit for the account of the
Company or its Subsidiaries, and Rabobank may issue one or more
Letters of Credit for the account of the Company or its
Subsidiaries in its capacity as L/C Issuer (as defined in the
Credit Agreement) under, and in accordance with the terms of, the
Credit Agreement (each individually a "Letter of Credit Issuer"
and, together with any other Lender that may from time to time
issue a Letter of Credit for the account of the Company or any of
its Subsidiaries, collectively the "Letter of Credit Issuers");

     D.   Certain Subsidiaries of the Company (the "Guarantors")
have executed and delivered that certain Second Amended and
Restated Subsidiary Guaranty of even date herewith (such Guaranty
Agreement, as amended, restated, supplemented or otherwise
modified from time to time, the "Lender Guaranty") in favor of the
Lenders, the Capital Market Parties, and the Letter of Credit
Issuers, pursuant to which the Guarantors have jointly and
severally guaranteed 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), the Hedging Contracts and the Letters of
Credit;

     E.   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 (as defined therein;
together with any notes issued in exchange or substitution
therefor, the "CoBank Notes");

     F.   The Guarantors have negotiated, executed and delivered
that certain 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
guaranteed 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;

     G.   The Company has entered into that certain Second
Consolidated, Amended and Restated Note Agreement with Prudential
and Gateway dated September 27, 2002, and as further amended,
restated or otherwise modified from time to time, the "Prudential
Agreement"), pursuant to which the Company has issued its Notes to
Prudential and to Gateway (such Notes, together with any notes
issued in exchange or substitution therefor, the "Prudential
Notes");

     H.   The Guarantors have negotiated, executed and delivered
that certain Amended and Restated Guaranty dated as of September
27, 2002 (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 Agreement, the Prudential
Notes and the Collateral Documents;

     I.   To secure their obligations under the Transaction
Documents (as hereinafter defined) and the Collateral Documents,
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), that certain Second
Amended and Restated Security Agreement of even date herewith (as
amended, restated, supplemented, 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, a first priority lien on and security interest in certain
rights and property of the Company and the Guarantors;

     J.   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, other mortgages,
deeds to secure debt, deeds of trust, security agreements, or
other documents of conveyance (as amended, restated, or otherwise
modified from time to time, the "Additional Security Agreements"),
pursuant to which the Company has (or will have) granted to the
Collateral Agent, for the benefit of the Collateral Agent and the
Secured Parties, a first priority lien on and security interest in
certain other rights and property of the Company;

     K.   The Credit Agent, the Lenders, CoBank, Prudential,
Gateway, 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"), 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.

                            AGREEMENTS:

     NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants herein set forth and other good and valuable
consideration, the receipt and adequacy of all of the foregoing as
legally sufficient consideration being hereby acknowledged, the
parties hereto hereby agree that the Prior Intercreditor Agreement
is hereby amended and restated in its entirety and also agree as
follows:

     1.   Definitions.

     The following terms shall have the following meanings for all
purposes of this Agreement unless the context clearly requires
otherwise:

     "Accounts" has the meaning ascribed in the Security
Agreement.

     "Actionable Default" means both (i) an Event of Default shall
have occurred in respect of one or more of the Transaction
Documents and (ii) any of the Obligations thereunder shall have
become due and payable as a result of such Event of Default.

     "Additional Security Agreements" has the meaning ascribed in
the recitals.

     "Authorized Agent" has the meaning ascribed in Section 25
hereof.

     "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.

     "Cash Management Claims" means any amounts owing to any
Lender in connection with any overdraft of, or insufficiency of
funds contained in, any bank account or treasury management
account maintained by such Lender for the account of the Company
or any Subsidiary.

     "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, fees 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, the Additional Security Agreements, and any other
agreement granting a Secured Party a security interest in any
Collateral, as each may be amended, restated, modified or
otherwise supplemented from time to time.

     "Collateral Reserve Accounts" has the meaning ascribed in
Section 7 hereof.

     "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.

     "L/C Issuer" has the meaning ascribed in the Credit
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.

     "Letter of Credit Claims" means any amounts owing to any
Lender or any Letter of Credit Issuer (other than in its capacity
as the L/C Issuer under the Credit Agreement) in connection with
the issuance of any Letter of Credit for the account of the
Company or any Subsidiary, including contingent reimbursement
obligations relating thereto.

     "Letter of Credit Issuer" has the meaning ascribed in the
recitals.

     "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
limited liability company, 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.

     "Priority Claims" has the meaning ascribed in Section 7
hereof.

     "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, Gateway and Prudential.

     "Secondary Claims" has the meaning ascribed in Section 7
hereof.

     "Secured Indebtedness" means the indebtedness which is
secured by the Collateral Documents and entitled to the benefits
thereof.

     "Secured Parties" means (i) the Credit Agent, and each Lender
holding a Credit Note, or having a 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) Gateway, so long as any Obligations are
owed to Gateway, (v) each Capital Market Party to which any
Obligations are owed, (vi) any Letter of Credit Issuer, and (vii)
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 Agreement, 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, supplemented or otherwise modified.

     2.   Appointment of Collateral Agent.

     Each of the Lenders, CoBank, Gateway, 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, Gateway,
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 Gateway 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 Gateway 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 (including, without limitation, all
reimbursement obligations for Letters of Credit issued under the
Credit Agreement by the L/C Issuer), 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
Agreement, the Prudential Guaranty, any Letter of Credit Claims,
or any Cash Management Claims (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 (or, in the case
of outstanding Letters of Credit, cash collateralized); provided,
however, the Letter of Credit Claims allowed as a Priority Claim
hereunder shall not exceed the aggregate amount of $25,000,000 for
all Lenders and Letter of Credit Issuers (other than the L/C
Issuer), and the Cash Management Claims allowed as a Priority
Claim hereunder shall not exceed the aggregate amount of
$20,000,000 for all Lenders; 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"), including,
without limitation, Claims which arose under or in connection with
any Hedging Contract, and any Letter of Credit Claims or Cash
Management Claims in excess of the amounts permitted as a Priority
Claim above, 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 (or, in the case of
outstanding Letters of Credit, cash collateralized); 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. In the event that the
     Collateral Agent receives statements of Letter of Credit
     Claims and/or Cash Management Claims in an aggregate amount
     in excess of the amounts permitted as Priority Claims
     hereunder, the Collateral Agent shall allocate such Letter of
     Credit Claims and Cash Management Claims, respectively, as
     Priority Claims and Secondary Claims among the holders hereof
     on a pro-rata basis.

          (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

          (f)  If any funds are distributed to a Secured Party
     pursuant to Section 7(b) to cash collateralize any
     outstanding Letter of Credit (the "Cash Collateral"), such
     Secured Party shall hold such Cash Collateral and is
     authorized to apply such Cash Collateral to pay any drawing
     on any such Letter of Credit and any fees or expenses
     accruing or incurred in connection with such Letter of
     Credit.  If at any time any Secured Party holds Cash
     Collateral in excess of 105% of the aggregate outstanding
     amount available to be drawn under the Letters of Credit of
     such Secured Party (whether as a result of expiration of such
     Letter of Credit, reduction in the face amount of any Letter
     of Credit or otherwise), such Secured Party shall promptly
     deliver such excess Cash Collateral to the Collateral Agent
     for distribution to the Secured Parties pursuant to this
     Section 7.  Additionally, any Cash Collateral remaining after
     termination or cancellation of all Letters of Credit and
     payment of all fees, expenses and drawings thereunder shall
     be promptly delivered by such Secured Party to the Collateral
     Agent for distribution to the Secured Parties pursuant to
     this Section 7.

     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 (a) for releases
expressly authorized by the Collateral Documents, or (b) 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, Gateway 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
     (i) 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 (ii) 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 the conflicts of law principles thereof that
would cause the application of the laws of another jurisdiction.

     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 (a) 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 (b) (i) 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
(ii) 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 (a) telecopied
(followed by delivery of written copy thereof sent by overnight
courier on the same day as such notice is given) or (b) 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
                             Name: 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
                             Name: Richard J. Beard
                             Title: Executive Director

                            By: /s/ Ian Reece
                             Name: Ian Reece
                             Title: Managing Director

SECURED PARTIES:            COOPERATIEVE CENTRALE RAIFFEISEN-
                            BOERENLEENBANK B.A., "RABOBANK
                            NEDERLAND", NEW YORK BRANCH, as
                            Credit Agent, Letter of Credit
                            Issuer, and Lender

                            By: /s/ Richard J. Beard
                             Name: Richard J. Beard
                             Title: Executive Director

                            By: /s/ Ian Reece
                             Name: Ian Reece
                             Title: Managing Director

                            SUNTRUST BANK, AS A LENDER AND A
                            LETTER OF CREDIT ISSUER

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

                            By:
                             Name:
                             Title:

                            COBANK, ACB, as lender under the
                            CoBank Agreement and as a Lender

                            By: /s/ Kenneth L. Warlick
                             Name: Kenneth L. Warlick
                             Title: Vice President

                            ING CAPITAL LLC, as  Lender

                            By: /s/ William B. Redmond
                             Name: William B. Redmond
                             Title: Director

                            By:
                             Name:
                             Title:

                            HARRIS TRUST AND SAVINGS BANK, as a
                            Lender and as a Letter of Credit
                            Issuer

                            By: /s/ Philip Langheim
                             Name: Philip Langheim
                             Title: Vice President

                            U.S. BANK NATIONAL ASSOCIATION, as a
                            Lender

                            By: /s/ Kathi L. Hatch
                             Name: Kathi L. Hatch
                             Title: Assistant Vice President

                            NATEXIS BANQUES POPULAIRES, as a
                            Lender

                            By: /s/ Stephen A. Jendras
                             Name: Stephen A. Jendras
                             Title: Vice President

                            By: /s/ Guillaume de Parscau
                            Name:  Guillaume de Parscau
                            Title:  First Vice President &
                            Manager Commodities Finance Group

                            THE CIT GROUP / BUSINESS CREDIT,
                            INC., as a Lender

                            By: /s/ John E. Bonan
                             Name: John E. Bonan
                             Title: Vice President

                            By:
                             Name:
                             Title:

                            GREENSTONE FARM CREDIT SERVICES,
                            FLCA, as a Lender

                            By: /s/ Alfred S. Compton, Jr.
                             Name: Alfred S. Compton, Jr.
                             Title: Vice President/Sr. Lending
                            Officer

                            JOHN HANCOCK LIFE INSURANCE COMPANY,
                            as a Lender

                            By: /s/ David E. Johnson
                             Name: David E. Johnson
                             Title: Managing Director

                            JOHN HANCOCK VARIABLE LIFE INSURANCE
                            COMPANY, as a Lender

                            By: /s/ David E. Johnson
                             Name: David E. Johnson
                             Title: Authorized Signatory

                            SIGNATURE 4 LIMITED, as a Lender
                            By: John Hancock Life Insurance
                               Company, as Portfolio Advisor

                            By: /s/ David E. Johnson
                             Name: David E. Johnson
                             Title: Managing Director

                            SIGNATURE 5 L.P. , as a Lender
                            By:     John Hancock Life Insurance
                               Company, as Portfolio Advisor

                            By: /s/ David E. Johnson
                             Name: David E. Johnson
                             Title: Managing Director

                            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/ Carole Bruno
                             Name: Carole Bruno
                             Title: Authorized Signatory

                            By:
                             Name:
                             Title:

                            PRUDENTIAL INSURANCE COMPANY OF
                            AMERICA, as Noteholder under the
                            Prudential Agreement

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

                            PRUDENTIAL INSURANCE COMPANY OF
                            AMERICA, as Asset Manager for
                            Gateway Recovery Trust, Noteholder
                            under the Prudential Agreement

                            By: /s/ Gwendolyn S. Foster
                             Name: Gwendolyn S. Foster
                             Title: Vice President

                            RABO CAPITAL SERVICES, INC., as
                            Capital Market Party

                            By:
                             Name:
                             Title:

                            By: /s/ David S. Reisman
                             Name: David S. Reisman
                             Title: Secretary

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/ J. David Dyson
                            Title: Secretary

                            AGRATRADE FINANCING, INC.

                            By: /s/ J. David Dyson
                            Title: Secretary

                            CROSS EQUIPMENT COMPANY, INC.

                            By: /s/ J. David Dyson
                            Title: Secretary

                            GK FINANCE CORPORATION

                            By: /s/ J. David Dyson
                            Title: Secretary

                            GK PEANUTS, INC.

                            By: /s/ J. David Dyson
                            Title: Secretary

                            GK PECANS, INC.

                            By: /s/ J. David Dyson
                            Title: Secretary

                            LUKER INC.

                            By: /s/ J. David Dyson
                            Title: Secretary

[15109] 

Basic Info X:

Name: SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Type: Second Amended and Restated Intercreditor Agreement
Date: Feb. 11, 2003
Company: GOLD KIST INC
State: Georgia

Other info: