GOLD KIST INC. SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT (2003-02-11)
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.