0001193125-04-133255 Sample Contracts

THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (Term Loan)
Credit Agreement • August 6th, 2004 • Gold Kist Holdings Inc. • Poultry slaughtering and processing • Colorado

THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (Term Loan) (“Amendment Agreement”) is made as of July 16, 2004 (“Execution Date”) to be effective as of the Effective Date, by and among Gold Kist Inc., a Georgia cooperative marketing association (“Borrower”) and CoBank, ACB (“CoBank”) as Lender.

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FIFTH AMENDMENT TO NOTE AGREEMENT
Note Agreement • August 6th, 2004 • Gold Kist Holdings Inc. • Poultry slaughtering and processing • New York

This Fifth Amendment, dated as of July 16, 2004 (this “Amendment”), is made to that Second Consolidated, Amended and Restated Note Agreement dated as of September 27, 2002, as amended as of January 29, 2003, as of February 11, 2003, as of February 11, 2004 and as of March 10, 2004 (as so amended, the “Note Agreement”), among Gold Kist Inc., a cooperative marketing association organized and existing under the laws of the State of Georgia (the “Company”), The Prudential Insurance Company of America (“Prudential”) and the Gateway Recovery Trust. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note Agreement.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 6th, 2004 • Gold Kist Holdings Inc. • Poultry slaughtering and processing

This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 16, 2004, 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”), the various banks and other lending institutions and institutional investors as are listed on the signature pages hereof as Lenders (collectively, the “Lenders” and individually, a “Lender”), and COPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as agent for the Lenders (the “Agent”). All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement (defined below).

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