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

11

                       Exhibit B-10(f)(2)

                   FIRST AMENDMENT AND WAIVER

      This  FIRST  AMENDMENT  AND WAIVER  (this  "Amendment")  is
effective  as of the 30th day of March, 2002, 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 listed on the signature pages  hereof  as
Lenders  (the  "Lenders"), and COOPERATIEVE CENTRALE  RAIFFEISEN-
BOERENLEENBANK  B.A., "RABOBANK NEDERLAND", NEW YORK  BRANCH,  as
agent  (the  "Agent").   All  capitalized  terms  used  but   not
otherwise defined herein shall have the meanings set forth in the
Credit Agreement (defined below).

                      W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders and the Agent are parties
to that certain Second Amended and Restated Credit Agreement
dated as of October 23, 2001 (as amended, restated, supplemented
or otherwise modified from time to time, the "Credit Agreement");
and

     WHEREAS, GC Properties owns the real property located at 244
Perimeter Parkway Northeast, Atlanta, Georgia 30346, a portion of
which is leased by Borrower from GC Properties for use as
Borrower's corporate headquarters and principal place of business
(the "Headquarters Building"); and

     WHEREAS, GC Properties desires to obtain an increase in
Indebtedness with respect to the Headquarters Building as set
forth on Schedule 5.8 to the Credit Agreement in the amount of
$5,000,000 to make certain necessary improvements and renovations
to the Headquarters Building (the "Additional GC Indebtedness");
and

     WHEREAS, Section 7.12 of the Credit Agreement prohibits the
incurrence of the Additional GC Indebtedness; and

     WHEREAS, Borrower owns certain real property located in
Moultrie, Georgia, formerly utilized by Borrower and its
affiliates for cotton production operations (the "Moultrie
Facility") and Borrower desires to sell the Moultrie Facility
(the "Moultrie Sale") for a purchase price of not less than
$1,800,000; and

     WHEREAS,  Section 3.1(e)(iv) of the Credit Agreement
requires the Borrower to make  mandatory prepayments to the
Senior Note Holders and the Lenders in an amount equal to 100% of
the net proceeds from the Moultrie Sale, with such mandatory
prepayments to be made to the Lenders and the Senior Note Holders
on a pro-rata basis based upon the principal outstanding under
their respective Senior Notes and Loans, pursuant to Section
3.1(f) of the Credit Agreement  (the "Mandatory Prepayment"); and

     WHEREAS, GK Pecans, Inc. (a Subsidiary of the Borrower) owns
twenty-five percent (25%) of the total outstanding partnership
interests in Young Pecan, and Y Pecans Inc., a South Carolina
corporation owns seventy-five percent (75%) of the total
outstanding partnership interests in Young Pecan; and

     WHEREAS, in connection a certain Restructuring Agreement
dated as of December 17, 2001 among Young Pecan, its partners,
and their respective parent companies, Borrower has obtained
operating control of Young Pecan and is obligated under GAAP to
include Young Pecan's financial statements on a fully
consolidated basis with Borrower's financial statements (the
"Young Pecan Consolidation"); and

     WHEREAS, the Borrower has requested that the Agent and the
Lenders amend: (a) the definitions of Subsidiary and Indebtedness
set forth in Section 1.1 of the Credit Agreement to provide for
the Young Pecan Consolidation, and (b) Section 7.12(c) of the
Credit Agreement to provide for the Additional GC Indebtedness
(collectively, clauses (a) and (b) above are referred to herein
as the "Amendments"); and

     WHEREAS, the Borrower has also requested that the Agent and
the Lenders waive the provisions of Sections 3.1(e)(iv) and
3.1(f) of the Credit Agreement with respect to the Mandatory
Prepayment to allow the net proceeds of the Moultrie Sale to be
retained by Borrower (the "Waiver"); and

      WHEREAS,  the  Agent and the Lenders  have  agreed  to  the
Amendments  and Waiver on the terms and conditions set  forth  in
this Amendment.

      NOW  THEREFORE, in consideration of the foregoing  premises
and  other good and valuable consideration paid by each party  to
the  other,  the  receipt and sufficiency  of  which  are  hereby
acknowledged, the parties hereby agree as follows:

     1.   Amendments to Credit Agreement.

          (a) Definitions.

               (i)  The definition of "Indebtedness" set forth in
Section  1.1  of  the  Credit Agreement is  hereby  modified  and
amended by deleting the existing definition of "Indebtedness"  in
its entirety and substituting the following definition therefor:

          ""Indebtedness" of any Person shall mean, without
     duplication (a) 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, obligations evidenced by
     bonds, debentures, notes or other similar instruments, and
     such Person's pro-rata share of any obligations of a general
     partnership in which such Person is the general partner);
     (b) all rental obligations under leases required to be
     capitalized under GAAP; (c) all Guaranties of such Person
     (including contingent reimbursement obligations under
     undrawn letters of credit); (d) Indebtedness of others
     secured by any Lien upon property owned by such Person,
     whether or not assumed; and (e) 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."

                (ii) The definition of "Subsidiary" set forth  in
Section  1.1  of  the  Credit Agreement is  hereby  modified  and
amended  by  deleting the existing definition of "Subsidiary"  in
its entirety and substituting the following definition therefor:

          ""Subsidiary" of Borrower, shall mean any corporation,
     partnership, joint venture, limited liability company, trust
     or estate or other entity in which (or of which) the
     Borrower, directly or indirectly, owns or controls more than
     50% of (a) any shares of Stock or other form of ownership
     interest of such Person having general voting power under
     ordinary circumstances to vote in the election of the board
     of directors, managers or trustees 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), or (b) the
     interest in the capital or profits of such Person, provided,
     however, notwithstanding the foregoing, GC Properties shall
     not be deemed to be a "Subsidiary" of Borrower, and
     provided, further, notwithstanding the foregoing, Young
     Pecan shall not be deemed to be a "Subsidiary" of Borrower
     until the earlier of (x) October 31, 2002, and (y) the date
     of any repurchase demand on, or repurchase by, Borrower
     pursuant to that certain Debt Repurchase Agreement between
     CoBank, Borrower and Young Pecan Shelling Company, Inc.
     dated as of April 30, 2001."

          (b) Section 7.12.  Section 7.12 of the Credit Agreement
is hereby modified and amended by deleting subsection (c) thereof
in its entirety and substituting the following therefor:

               "(c) Indebtedness for Money Borrowed in existence
     on the date hereof, and set forth on Schedule 5.8; provided,
     however, in connection with the mortgage facility on the
     corporate headquarters building owned by GC Properties as
     set forth on Schedule 5.8, such mortgage facility may be
     increased by an amount not to exceed $5,000,000 after the
     date hereof."

      2.    Waiver of Certain Provisions of the Credit Agreement.
The Agent and the Lenders hereby waive the provisions of Sections
3.1(e)(iv) and 3.1(f) of the Credit Agreement with respect to the
Mandatory  Prepayment  in  connection  with  the  Moultrie  Sale;
provided that the foregoing waiver shall not be effective  unless
Agent  shall  have received a waiver or consent executed  by  the
requisite  Senior Note Holders agreeing to waive  their  pro-rata
share  of  the mandatory prepayment of the Senior Notes from  the
net  proceeds  of  the  Moultrie  Sale,  in  form  and  substance
acceptable to the Agent.

      3.    Strict  Compliance with Terms  of  Credit  Agreement.
Except for the Amendments and Waiver set forth above, the text of
the  Credit Agreement and the Loan Documents shall remain in full
force and effect.  The Borrower acknowledges and expressly agrees
that  the  Lenders reserve the right to, and do in fact,  require
strict  compliance with all terms and provisions  of  the  Credit
Agreement and the other Loan Documents.

      4.    Representations and Warranties.  The Borrower  hereby
represents and warrants in favor of the Agent and each Lender, as
follows:

          (a)  the Borrower has the corporate power and authority
       (i)  to enter into this Amendment, and (ii) to do all acts
       and  things  as are required or contemplated hereunder  to
       be done, observed and performed by it;

          (b)   this Amendment has been duly authorized,  validly
       executed   and   delivered  by  one  or  more   authorized
       signatories of  the Borrower, and constitutes  the  legal,
       valid  and binding obligation of the Borrower, enforceable
       against the Borrower in accordance with its terms;

          (c)   the execution and delivery of this Amendment  and
       performance  by   the Borrower under the Credit  Agreement
       do  not  and  will not require the consent or approval  of
       any  regulatory  authority  or governmental  authority  or
       agency  having  jurisdiction over the Borrower  which  has
       not  already  been  obtained, nor contravene  or  conflict
       with  the  charter  documents  of  the  Borrower,  or  the
       provisions  of  any  statute, judgment, order,  indenture,
       instrument,  agreement  or  undertaking,  to  which    the
       Borrower is a party or by which any of its properties  are
       or may become bound; and

          (d)  as of the date hereof, and after giving effect  to
       this  Amendment (i) no Default or Event of Default  exists
       under  the  Credit Agreement, and (ii) each representation
       and  warranty  set  forth  in  Article  5  of  the  Credit
       Agreement is true and correct.

      5.   Loan Document.  This Amendment shall be deemed to be a
Loan Document for all purposes.

      6.    Expenses.  The Borrower agrees to pay all  reasonable
expenses of the Agent incurred in connection with this Amendment,
including,  without limitation, all fees and expenses of  counsel
to the Agent.

      7.    Counterparts.   This Amendment  may  be  executed  in
multiple  counterparts, each of which shall be deemed  to  be  an
original  and all of which, taken together, shall constitute  one
and  the  same agreement. Delivery of an executed counterpart  of
this Amendment by facsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.

      8.    Governing Law.  This Amendment shall be deemed to  be
made  pursuant to the laws of the State of New York with  respect
to agreements made and to be performed wholly in the State of New
York, and shall be construed, interpreted, performed and enforced
in accordance therewith.

      9.   Conditions to Effectiveness.  This Amendment shall  be
effective  as  of the date first written above upon  the  Agent's
receipt of (a) a counterpart hereof duly executed by the Borrower
and  the  Required Lenders, and (b) such other documents executed
by the Borrower as the Agent may reasonably require.


     (THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK)



     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their duly
authorized officers as of the day and year first above written.

BORROWER:                        GOLD KIST INC.



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


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


                                              [SEAL]


AGENT, L/C ISSUER AND LENDER:    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/ Edward J. Peyser
                                  Name: Edward J. Peyser
                                  Title: Managing Director



LENDERS:                         SUNTRUST BANK



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



                                 By:            N/A
                                  Name:
                                  Title:


                                 FORTIS BANK (NEDERLAND) N.V.



                                 By: /s/ A. J. v Baun
                                  Name: A. J. v Baun
                                  Title: Senior Account Manager


                                 By: /s/ J. Ae. Op ten Noor
                                  Name: J. Ae. Op ten Noor
                                  Title: Deputy Director

                                 HARRIS TRUST AND SAVINGS BANK



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


                                 By:
                                  Name:
                                  Title:


                                 U.S. BANK NATIONAL ASSOCIATION



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


                                 By:
                                  Name:
                                  Title:

                                 COBANK, ACB



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


                                 By:
                                  Name:
                                  Title:



                                 NATEXIS BANQUES POPULAIRES



                                 By: /s/ Guillaume de Parsau
                                  Name: Guillaume de Parsau
                                  Title: First Vice President &
                                 Manager


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

                                 BANK OF AMERICA, N.A.



                                 By:
                                  Name:
                                  Title:


                                 By:
                                  Name:
                                  Title:


                               THE CIT GROUP/BUSINESS CREDIT,
                               INC.


                               By: /s/ John F. Bohan
                                Name: John F. Bohan
                                Title: Vice President


                               By:
                                Name:
                                Title:

                               GREENSTONE FARM CREDIT SERVICES,
                               FLCA


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


                               By:
                                Name:
                                Title:

                               JOHN HANCOCK LIFE INSURANCE
                               COMPANY


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


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


                               JOHN HANCOCK VARIABLE LIFE
                               INSURANCE COMPANY


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

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



                               SIGNATURE 4 LIMITED

                               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.

                               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


                               By:  /s/ Carole Bruno
                                Name: Carole Bruno
                                Title: Authorized Signatory


                               By:
                                Name:
                                Title:



                      CONSENT OF GUARANTORS

      We,  the undersigned, each as a Guarantor pursuant to  that
certain Amended and Restated Subsidiary Guaranty dated as of  the
23rd day of October, 2001 (as amended, restated, supplemented  or
otherwise  modified  from time to time, the  "Guaranty"),  hereby
each   (a)  acknowledge  receipt  of  a  copy  of  the  foregoing
Amendment,  and (b) acknowledge, consent and agree that  (i)  the
Guaranty remains in full force and effect, and (ii) the execution
and delivery of the foregoing Amendment and any and all documents
executed  in connection therewith shall not alter, amend,  reduce
or  modify  our respective obligations and liabilities under  the
Guaranty.

                              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:   Treasurer


                              GK PEANUTS, INC.


                              By: : /s/ Stephen O. West
                                    Title:   Treasurer


          (GUARANTOR SIGNATURES CONTINUE ON NEXT PAGE)

                              GK PECANS, INC.


                              By: : /s/ Stephen O. West
                                    Title:   Treasurer



                              LUKER INC.


                              By: : /s/ Stephen O. West
                                    Title:   Treasurer
[14689]

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