Exhibit 10.1


 


SECOND
AMENDMENT TO


AMENDED
AND RESTATED CREDIT AGREEMENT


 


This SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”),
effective as of  October 19, 2007, is by
and between GOLDEN OVAL EGGS, LLC, a limited liability company organized under
the laws of the State of Delaware, GOECA, LP, a Delaware limited partnership,
and MIDWEST INVESTORS OF IOWA, COOPERATIVE, a cooperative organized under the
laws of the State of Iowa (individually each a “Borrower” and collectively the “Borrowers”)
the banks and other financial institutions or entities which are signatories
hereto (individually each a “Lender” and collectively the “Lenders”), COBANK,
ACB, a federally charted instrumentality under the Farm Credit Act of 1971, as
amended, one of the Lenders and as agent for the Lenders (in such capacity, the
“Administrative Agent”).


 


RECITALS


 


1.             The
Lenders and the Borrowers entered into an Amended and Restated Credit Agreement
dated as of June 30, 2006 (the “Credit Agreement”); and


 


2.             The
Lenders and the Borrowers entered into a First Amendment to the Amended and
Restated Credit Agreement dated as of April 30, 2007 (the “First Amendment”;
the Credit Agreement and First Amendment together may be referred to as the “Amended
Credit Agreement”); and


 


3.             The
Borrowers desire to amend certain provisions of the Amended Credit Agreement to
obtain additional lending commitments, among other things, and the Lenders have
agreed to make such amendments, subject to the terms and conditions set forth
in this Second Amendment.


 


AGREEMENT


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby covenant and agree to be bound as
follows:


 


Section
1.              Capitalized
Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Amended Credit Agreement,
unless the context shall otherwise require.


 


Section
2.              First
Amendment. This Second Amendment does not replace or supplant the First
Amendment, except as specifically provided herein.


 


Section
3.              Supplemental
Revolving Note. Borrowers will reaffirm and restate the Total Revolving
Outstandings, as defined in the Credit Agreement, by execution of amended and
restated notes, in the form attached hereto as Exhibit A. CoBank, as a Lender
and the Administrative Agent, and Metropolitan Life Insurance Company (“Met”)
as a Lender,  hereby agree to make
available to Borrowers an additional revolving credit facility in the amount of
Two Million Five Hundred Thousand Dollars ($2,500,000) available as loans to
the Borrowers, 


 

















 


jointly and
severally, until December 14, 2007 (this facility to be referred to hereafter
as the “Short Term Revolving Note”) at which time all amounts outstanding
thereunder shall be due and payable. The Short Term Revolving Note shall be
governed by the provisions of the Amended Credit Agreement as they apply to a
Revolving Loan, including those granting security interests, with the following
modifications and exceptions:


 


1.               The Termination
Date as it applies to the Short Term Revolving Note only is December 14, 2007. For
avoidance of doubt, the Termination Date (as amended by the First Amendment) as
it applies to any other Revolving Loans shall be unaffected by this Second
Amendment.


 


2.               The Short Term
Revolving Note is an “Obligation”, “Revolving Note” and “Revolving Loan” as
defined and governed by the provisions of the Credit Agreement, except to the
extent that such definition or provisions are inconsistent with a term included
in this Second Amendment. All representations, warranties, covenants and other
undertakings of the Borrowers set out in the Amended Credit Agreement shall
apply to the debt arising from the Short Term Revolving Note as if said Short
Term Revolving Note had been entered into by the parties at the time of
execution of the Credit Agreement.


 


3.               The Short Term
Revolving Note shall be funded by the Lenders as shown on the signature page of
this Second Amendment.


 


4.               The Short Term
Revolving Note will be funded immediately upon execution of this Second
Amendment and the Second Amendment Documents, without further action by the
Borrowers. To the extent that the Borrowers do not direct application of the
funds otherwise, funds will be applied to the balance outstanding under the
Amended and Restated Revolving Note (Exhibit A-1). Any payments made by
Borrowers after the execution of this Second Amendment and the Second Amendment
Documents will first be applied to the Existing Revolving Loans, as defined
below.


 


5.               Provided that no
Event of Default has resulted in the acceleration of the indebtedness arising
under the Short Term Revolving Note, demand for repayment of the Short Term
Revolving Note shall be deemed to have been made on December 13, 2007. On that
date, if the Amended and Restated Revolving Note and the Amended and Restated
Swing Line Note (both reflected on Exhibits A-1 and A-2, and cumulatively
referred to hereafter as the “Existing Revolving Loans”) have not been fully
drawn, such funds as are available and required shall be automatically advanced
by the Administrative Agent and applied to the Short Term Revolving Note. The
Lenders’ obligations (set forth in Section 2.6 (c) of the Credit Agreement) to
make their pro rata shares of Revolving Loans available for repayment of Swing
Line Loans shall also apply to the repayment of the Short Term Revolving Note. To
the extent that there are insufficient funds available from the Existing
Revolving Loans to repay all of the Borrowers’ obligations arising under the
Short Term Revolving Note, each Revolving Lender will share in repayment rights
and obligations in accordance with each Revolving Lender’s percentage of the
then total Revolving Loans (which term includes the Existing Revolving Loans and
the Short Term Revolving Note).


 


The Short Term Revolving Note shall be in essentially
the same form of Exhibit B attached hereto.


 


2

















 


Section
4.              Deferral
of Principal Payments under Tranche A and B Loans. Principal payments
due on October 20, 2007 and November 20, 2007 for any Tranche A or B Loan shall
be deferred until the Maturity Date of the applicable Tranche Loan.


 


Section
5.              Amendments.
The Amended Credit Agreement is hereby further amended as follows:


 


5.1          Current Ratio. Section
6.16 of the Amended Credit Agreement is amended to read in its entirety as
follows:


 


6.16  Current
Ratio. Starting on December 15, 2007,
the Borrower’s Agent shall not permit the ratio of its Current Assets to its
Current Liabilities to be less than 1.0 to 1.0 at anytime, provided, however
that from May 31, 2008 and forward, the Borrower’s Agent shall not permit the
ratio of its Current Assets to its Current Liabilities to be less than 1.25 to
1.0.


 


5.2          Working Capital. Section
6.17 of the Amended Credit Agreement is amended to read in its entirety as
follows:


 


6.17  Working
Capital. Starting on December 15, 2007,
the Borrower’s Agent will not permit its Working Capital to be less than $0 at
any time, provided, however, that from May 31, 2008 and forward, the Borrower’s
Agent will not permit its Working Capital to be less than $7,000,000.


 


5.3          Leverage Ratio. Section
6.18 of the Amended Credit Agreement is amended to read in its entirety as
follows:


 


6.18  Leverage
Ratio. Starting on December 15, 2007,
the Borrower’s Agent will not permit the Leverage Ratio as of the last day of
any fiscal quarter for the four consecutive fiscal quarters ending on that
date, to be more than (a) for the periods ending August 31, 2007, November 30,
2007, and February 28, 2008, 5.0 to 1.0; (b) for the period ending May 31,
2008, and each fiscal quarter ending thereafter, 4.25 to 1.0, provided,
however, that the Leverage Ratio shall be measured (x) for the quarter
ending on August 31, 2007, on the two consecutive fiscal quarters ending on
such date on an annualized basis; and (y) for the fiscal quarter ending on
November 30, 2007, on the three consecutive fiscal quarters ending on such date
on an annualized basis.


 


5.4          Fixed Charge Coverage
Ratio. Section 6.19 of the Amended Credit Agreement is amended to read in
its entirety as follows:


 


6.19  Fixed
Charge Coverage Ratio. Starting on December 15, 2007,
the Borrower’s Agent will not permit the Fixed Charge Coverage Ratio, as of the
last day of any fiscal quarter for the four consecutive fiscal quarters ending
on that date, to be less than (a) for the periods ending on August 31, 2007,
November 30, 2007 and February 28, 2008, 1.0 to 1.0, and (b) for the period
ending on May 31, 2008 and each fiscal quarter ending thereafter, 1.25 to 1.0; provided,
however that the Fixed Charge Coverage Ratio shall be measured (x) for the
quarter ending on August 31, 2007, on the two consecutive fiscal quarters
ending on such date on an 


 


3

















 


annualized basis; and (y) for the fiscal quarter
ending on November 30, 2007, on the three consecutive fiscal quarters ending on
such date on an annualized basis.


 


5.5          Minimum EBIDTA. Section
7.1 of the Amended Credit Agreement is amended to add an additional subsection:


 


(o) Borrowers fail to maintain a minimum monthly
EBIDTA of Eight Hundred Fifty Thousand Dollars and no cents ($ 850,000.00). By
the 10th day of each month Borrowers shall certify to Lenders that
the minimum monthly EBIDTA requirement was met for the previous calendar month.


 


5.6          Net Worth. Section
6.15 of the Amended Credit Agreement (as set out in the First Amendment) is
amended to read in its entirety as follows:


 


6.15  Net
Worth. Starting on December 15, 2007,
the Borrower’s Agent will not permit its Net Worth at any time to be less than
$28,000,000 plus forty percent (40%) of net earnings (for purposes hereof
exclusive of all net losses) accumulated after August 31, 2006, plus one
hundred percent (100%) of all equity contributed after August 31, 2006.


 


5.7          Exhibit G. Exhibit G
to the Credit Agreement is hereby amended to read as set forth on Exhibit C
attached to this Second Amendment which is made part of the Credit Agreement as
Exhibit G thereto.


 


5.8          Additional Borrower
Reporting Requirements. Section 5.1 of the Amended Credit Agreement is
amended to add an additional subsection:


 


(p) On a weekly basis, sales reports in a form
acceptable to Lenders. Borrowers will promptly respond to any requests for
additional details. These weekly sales reports will identify any variance from
the re-forecasted budget provided to Lenders by Borrowers on or about September
19, 2007 (which document is commonly referred to by Borrowers as the “Bank
Budget”). Borrowers will also furnish to Lenders, on a weekly basis, an aged
accounts payable report and a weekly cash flow report, both in a form
acceptable to the Lenders.


 


Section
6.              Green,
Holcomb & Fisher Report. Borrowers have retained the financial
advisory firm of Green, Holcomb & Fisher (“GHF”). Borrowers will furnish to
the Lenders the detailed report from GHF on or before November 30, 2007,
setting forth Borrowers’ long term business plan. Borrowers hereby consent to
communication with GHF by the Administrative Agent, and covenant and agree to
enter in to such agreement with GHF as may be required by GHF to permit the
tender of the above referenced report to the Administrative Agent and Lenders.


 


Section
7.              Effectiveness
of Amendments. This Second Amendment shall become effective upon delivery
by the Borrowers of, and compliance by the Borrowers with, the following:


 


4

















 


7.1          This Second
Amendment, including the documents substantially in the same form as those set
forth on Exhibits A, B, C and D, duly executed by each Borrower, Borrowers’
Agent, the Administrative Agent and Lenders.


 


7.2          A copy of the
limited liability company or corporate resolutions of each Borrower authorizing
the execution, delivery and performance of this Second Amendment certified as
true and accurate by its Secretary or Assistant Secretary (or other appropriate
officer), along with a certification by such Secretary, Assistant Secretary or
officer (a) certifying that there has been no amendment to such Borrower’s
organizational documents since true and accurate copies of the same were
delivered to the Administrative Agent with a certificate of the Secretary of
such Borrower dated April 30, 2007, and (b) identifying each officer of such
Borrower authorized to execute this Second Amendment and any other instrument
or agreement executed by such Borrower in connection with this Second Amendment
(collectively, the “Second Amendment Documents”), and certifying as to
specimens of such officer’s signature and such officer’s incumbency in such
offices as such officer holds.


 


7.3          Certified copies of
all documents evidencing any necessary company action, consent or governmental
or regulatory approval (if any) with respect to this Second Amendment.


 


7.4          A certificate of
good standing for each Borrower in the jurisdiction of its formation or
incorporation and each other jurisdiction where the character of the properties
owned or leased by such Borrower makes such qualification necessary, certified
by the appropriate governmental officials as of a date acceptable to the
Administrative Agent.


 


7.5          Results of a recent
lien search in each of the jurisdictions where the assets of each Borrower and
its Subsidiaries are located, and such search shall reveal no Liens on any of
the assets of such Borrower or its Subsidiaries except for those Liens
permitted by Section 6.13 of the Credit Agreement or discharged on or prior to
date hereof pursuant to a document reasonably satisfactory to the
Administrative Agent.


 


7.6          Reaffirmation of
Security Documents by each Borrower in substantially the same form of Exhibit D
attached hereto.


 


7.7          The Administrative
Agent shall have received executed legal opinions of counsel to the Borrowers
in form and substance reasonably satisfactory to the Lenders.


 


7.8          The Borrowers shall
have paid to the Administrative Agent an amendment fee in the amount of $
42,560.00.


 


7.9          The Borrowers shall
have satisfied such other conditions as specified by the Administrative Agent,
including payment of all unpaid legal fees and expenses incurred by the
Administrative Agent through the date of this Amendment in connection with the
Credit Agreement and the Second Amendment Documents.


 


Section
8.              No
Waiver. Nothing herein shall be deemed a waiver by the Lenders of any
term, condition, representation or covenant applicable to the Borrowers under
the Amended Credit Agreement or any of the other agreements, documents or
instruments executed and 


 


5

















 


delivered in
connection therewith, or of the covenants described therein. Borrowers shall
comply with any reporting requirements set out under the Amended Credit
Agreement.


 


Section
9.              Representations,
Warranties, Authority, No Adverse Claim.


 


9.1          Reassertion of
Representations and Warranties, No Default. Each Borrower hereby
represents that on and as of the date hereof and after giving effect to this
Second Amendment (a) all of the representations and warranties contained in the
Amended Credit Agreement are true, correct and complete in all respects as of
the date hereof as though made on and as of such date, except for changes
permitted by the terms of the Amended Credit Agreement, and (b) there will
exist no Default or Event of Default under the Credit Agreement as amended by
the First and Second Amendments on such date which has not been waived by the
Lenders.


 


9.2          Authority, No
Conflict, No Consent Required. Each Borrower represents and warrants
that such Borrower has the power and legal right and authority to enter into
the Second Amendment Documents and has duly authorized as appropriate the
execution and delivery of the Second Amendment Documents and other agreements
and documents executed and delivered by such Borrower in connection herewith or
therewith by proper company action, and none of the Second Amendment Documents
nor the agreements contained herein or therein contravenes or constitutes a
default under any agreement, instrument or indenture to which such Borrower is
a party or a signatory or a provision of such Borrower’s articles of organization,
bylaws or any other agreement or requirement of law, or result in the
imposition of any Lien on any of its property under any agreement binding on or
applicable to such Borrower or any of its property except, if any, in favor of
the Lenders. Each Borrower represents and warrants that no consent, approval or
authorization of or registration or declaration with any Person, including but
not limited  to any governmental
authority, is required in connection with the execution and delivery  by such Borrower of the Second Amendment
Documents or other agreements and 
documents executed and delivered by such Borrower in connection
therewith or the  performance of
obligations of such Borrower therein described, except for those which  the Borrower has obtained or provided and as
to which the Borrower has delivered 
certified copies of documents evidencing each such action to the
Administrative Agent.


 


9.3          No Adverse Claim.
Each Borrower warrants, acknowledges and agrees that no events have been taken
place and no circumstances exist at the date hereof which would give such
Borrower a basis to assert a defense, offset or counterclaim to any claim of
any Lender with respect to the Obligations.


 


Section
10.            Affirmation
of Credit Agreement, Further References, Affirmation of Security Interest.
The Lenders and each Borrower acknowledge and affirm that the Credit Agreement,
as previously and hereby amended, is hereby ratified and confirmed in all
respects and all terms, conditions and provisions of the Credit Agreement,
except as amended by the First Amendment and Second Amendment, shall remain
unmodified and in full force and effect. All references in any document or
instrument to the Credit Agreement are hereby amended and shall refer to the
Credit Agreement as amended by the First Amendment and further modified by this
Second Amendment. Each Borrower confirms to the Administrative Agent and the
Lenders that the Obligations are and continue to be secured by the security
interests granted by the Borrowers 


 


6

















 


in favor of the
Administrative Agent for the benefit of the Administrative Agent and the
Lenders under the Security Documents, and all of the terms, conditions,
provisions, agreements, requirements, promises, obligations, duties, covenants
and representations of the Borrowers under such documents and any and all other
documents and agreements entered into with respect to the obligations under the
Credit Agreement are incorporated herein by reference and are hereby ratified
and affirmed in all respects by each Borrower.


 


Section
11.            Merger
and Integration, Superseding Effect. This Second Amendment, from and
after the date hereof, embodies the entire agreement and understanding between
the parties hereto and supersedes and has merged into this Second Amendment all
prior oral and written agreements on the same subjects by and between the
parties hereto, occurring after the execution of the First Amendment, with the
effect that this Second Amendment shall control with respect to the specific
subjects hereof and thereof.


 


Section
12.            Severability.
Whenever possible, each provision of this Second Amendment and the  Second Amendment Documents and any other
statement, instrument or transaction contemplated hereby or thereby or relating
hereto or thereto shall be interpreted in such manner as to be effective, valid
and enforceable under the applicable law of any jurisdiction, but, if any
provision of this Second Amendment, the Second Amendment Documents or any other
statement, instrument or transaction contemplated hereby or thereby or relating
hereto or thereto shall be held to be prohibited, invalid or unenforceable
under the applicable law, such provision shall be ineffective in such
jurisdiction only to the extent of such prohibition, invalidity or
unenforceability, without invalidating or rendering unenforceable the remainder
of such provision or the remaining provisions of this Second Amendment,  the other Second Amendment Documents or any
other statement, instrument or transaction contemplated hereby or thereby or
relating hereto or thereto in such jurisdiction, or affecting the
effectiveness, validity or enforceability of such provision in any other
jurisdiction.


 


Section
13.            Successors.
The Second Amendment Documents shall be binding upon the Borrower and the
Lenders and their respective successors and assigns, and shall inure to the
benefit of the Borrower and the Lenders and the successors and assigns of the
Lenders.


 


Section
14.            Legal
Expenses. As provided in Section 9.2 of the Credit Agreement, the
Borrowers agree to reimburse the Administrative Agent, upon request, for all
reasonable out-of-pocket expenses (including attorney fees and legal expenses
of Kalina, Wills, Gisvold, & Clark PLLP, counsel for the Administrative
Agent) incurred in connection with the negotiation, preparation and execution
of the Second Amendment Documents and all other documents negotiated, prepared
and executed in connection with the Second Amendment Documents, and in
enforcing the obligations of the Borrowers under the Second Amendment
Documents, and to pay and save the Administrative Agent and Lenders harmless
from all liability for, any stamp or other taxes which may be payable with
respect to the execution or delivery of the Second Amendment Documents, which
obligations of the Borrowers shall survive any termination of the Credit
Agreement.


 


Section
15.            Release
and Indemnification of Lenders. Borrowers hereby release the
Administrative Agent and the Lenders and their respective Affiliates (as
defined in the Credit Agreement) and the directors, officers, employees,
attorneys and agents of the Administrative 


 


7

















 


Agent and the
Lenders and their respective Affiliates, from any and all claims by Borrowers
against the foregoing arising from or related to the negotiation and execution
of this Second Amendment and the Second Amendment Documents.


 


Borrowers further hereby agree to defend, protect,
indemnify and hold harmless the Administrative Agent and the Lenders and their
respective Affiliates (as defined in the Credit Agreement) and the directors,
officers, employees, attorneys and agents of the Administrative Agent and the
Lenders and their respective Affiliates (all referred to hereafter as an “Indemnitee”
or cumulatively as “Indemnitees”) from and against any and all claims, actions,
damages, liabilities, judgments, costs and expenses imposed upon, incurred by
or asserted against any Indemnitee, whether direct, indirect or consequential
and whether based on any federal, state, local or foreign laws or regulations
under common law or on equitable cause, or on contract or otherwise:


 


(a)          by reason of, relating
to or in connection with the execution, delivery, performance or enforcement of
any Loan Document, any commitments relating thereto (including the Short Term
Revolving Note), or any transaction contemplated by any Loan Documents
(including the Short Term Revolving Note); or


 


(b)         by reason of, or relating
to or in connection with any credit extended or used under the Loan Documents
or any act done or omitted by any Person, or the exercise of any rights or
remedies thereunder, including the acquisition of any collateral by the Lenders
by way of foreclosure of the Lien thereon, deed or bill of sale in lieu of such
foreclosure or otherwise;


 


provided, however, that the Borrowers shall not be
liable to any Indemnitee for any portion of such claims, damages, liabilities
and expenses resulting from such Indemnitee’s gross negligence or willful
misconduct.


 


This release and indemnification applies, without
limitation, to any act, omission, event or circumstance existing or occurring
on or after the payment in full of the Obligations, and shall be in addition to
any liability the Borrowers may otherwise have under the Amended Credit
Agreement as further amended by this Second Amendment.


 


Section
16.            Headings.
The headings of various sections of this Second Amendment have been inserted
for reference only and shall not be deemed to be a part of this Second Amendment.


 


Section
17.            Counterparts.
The Second Amendment Documents may be executed in several counterparts as
deemed necessary or convenient, each of which, when so executed, shall be
deemed an original, provided that all such counterparts shall be regarded as
one and the same document, and any party to the Amendment Documents may execute
any such agreement by executing a counterpart of such agreement.


 


Section
18.            Governing
Law. AT THE OPTION OF THE ADMINISTRATIVE AGENT, THIS AGREEMENT AND THE
OTHER AMENDMENT DOCUMENTS MAY BE ENFORCED IN ANY FEDERAL COURT OR COLORADO
STATE COURT SITTING IN CITY OR COUNTY OF DENVER; AND EACH BORROWER CONSENTS TO
THE 


 


8

















 


JURISDICTION AND
VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS
NOT CONVENIENT. IN THE EVENT ANY BORROWER COMMENCES ANY ACTION IN ANOTHER
JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR
INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE ADMINISTRATIVE
AGENT AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF
THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.


 


Section
19.            Waiver
of Jury Trial. EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed as of the date and year first above written.


 


 


	
   

  	
  GOLDEN
  OVAL EGGS, LLC,

  as a Borrower and the Borrowers’ Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Thomas A.
  Powell, Chief Financial Officer

  



 


 


	
   

  	
  MIDWEST
  INVESTORS OF IOWA,

  COOPERATIVE,  as a
  Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Thomas A.
  Powell, Chief Financial Officer

  



 


 


	
  Address for the
  Borrowers

  For Purposes of Notice:

  	
  GOECA, LP, as
  a Borrower

  By its General Partner

  GOEMCA, Inc.

  
	
   

  	
   

  
	
  1800 Park Avenue East

  	
  By:

  	
   

  
	
  Renville, MN 56284

  	
  Thomas A. Power, Chief
  Financial Officer

  
	
  Fax: (320) 329-3276

  	
   

  
	
  Attention:

  	
   

  



 


9

















 


	
  Revolving Commitment
  Amounts:

  Existing Revolving Loans: $15,000,000

  Short Term Revolving Note: 1,275,510.20

  	
   

  
	
   

  	
  COBANK, ACB,
  as a Lender and as the

  Administrative Agent

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  	
  Address for all
  notices:

  5500 South Quebec Street

  Greenwood Village, CO 80111

  P.O. Box 5110

  Denver, CO 80217

  Attention: Ron Seigley

  Fax: (303) 740-4021

  
							



 


 


	
  Revolving Commitment
  Amounts:

  Existing Revolving Loans: N/A

  Short Term Revolving Note: 1,224,489.80

  	 

	
   

  	
  METROPOLITAN LIFE

  INSURANCE COMPANY, as a Bank

  and Lender (as to the Short Term

  Revolving Note)

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
   

  	 

	
   

  	 

	
   

  	
  Address for funding
  notices:

  4401 Westown Parkway, Suite 220

  West Des Moines, IA 50266

  Fax: (515) 223-0757

  Attention: Tony Jennings

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for all other
  notices:

  4401 Westown Parkway, Suite 220

  West Des Moines, IA 50266

  Fax: (515) 223-0757

  Attention: Tony Jennings

  	
   

  
									



 


10

















 


EXHIBIT A-1


TO SECOND AMENDMENT


TO AMENDED AND RESTATED


CREDIT AGREEMENT


 


FORM OF AMENDED & RESTATED REVOLVING NOTE


 


	
  $13,000,000

  	
  October 19, 2007

  



 


FOR VALUE RECEIVED, GOLDEN OVAL EGGS, LLC, a Delaware
limited liability company (“Golden Oval”), MIDWEST INVESTORS OF IOWA,
COOPERATIVE, an Iowa cooperative (“Midwest”) and GOECA, LP, a Delaware limited
partnership, hereby jointly and severally restates and reaffirms its obligation
to pay to the order of COBANK, ACB (the “Lender”) at the main office of CoBank,
ACB in Denver, CO, in lawful money of the United States of America in
Immediately Available Funds (as such term and each other capitalized term used
herein are defined in the Amended Credit Agreement hereinafter referred to) on
the Termination Date the principal amount of THIRTEEN MILLION DOLLARS and NO
CENTS ($13,000,000) or, if less, the aggregate unpaid principal amount of the
unpaid Revolving Loans made by the Lender under the Credit Agreement, and to
pay interest (computed on the basis of actual days elapsed and a year of 360
days) in like funds on the unpaid principal amount hereof from time to time
outstanding at the rates and times set forth in the Amended Credit Agreement.


 


This note is one of the Revolving Notes referred to in
the Amended and Restated Credit Agreement dated June 30, 2006, and amended by
First Amendment to Amended and Restated Credit Agreement dated April 30, 2007,
and as further amended by the Second Amendment to Amended and Restated Credit
Agreement dated concurrently herewith (as the same may hereafter be from time
to time amended, restated or otherwise modified, the “Credit Agreement”)
among the undersigned, the Lender and the other lenders named therein. This
note is secured, it is subject to certain mandatory prepayments and its
maturity is subject to acceleration, in each case upon the terms provided in
said Credit Agreement.


 


This note amends and restates a portion of the Total
Revolving Outstandings, as defined in the Credit Agreement, which in turn
amended and restated a previous existing promissory note dated September 13,
2004. It is expressly intended, understood and agreed that all Total Revolving
Outstandings as of the date hereof shall be considered outstanding hereunder
from and after the date hereof and shall not be considered paid (nor shall the
undersigned’s obligation to pay the same be considered discharged or satisfied)
as a result of the issuance of this note.


 


In the event of default hereunder, the undersigned
agrees to pay all costs and expenses of collection, including reasonable
attorneys’ fees. The undersigned waives demand, presentment, notice of
nonpayment, protest, notice of protest and notice of dishonor.


 


11

















 


THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS
NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF COLORADO WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 


	
   

  	
  GOLDEN
  OVAL EGGS, LLC,

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Thomas A.
  Powell, Chief Financial Officer

  



 


 


	
   

  	
  MIDWEST
  INVESTORS OF IOWA,

  COOPERATIVE,

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Thomas A.
  Powell, Chief Financial Officer

  



 


 


	
   

  	
  GOECA,
  LP  

  By its General Partner, GOEMCA, Inc.

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Thomas A.
  Powell, Chief Financial Officer

  



 


12
















 


EXHIBIT A-2


TO SECOND AMENDMENT


TO AMENDED AND RESTATED


CREDIT AGREEMENT


 


FORM OF AMENDED & RESTATED SWING LINE NOTE


 


	
  $ 2,000,000

  	
  October 19, 2007

  



 


FOR VALUE RECEIVED, GOLDEN OVAL EGGS, LLC, a Delaware
limited liability company (“Golden Oval”), MIDWEST INVESTORS OF IOWA,
COOPERATIVE, an Iowa cooperative (“Midwest”) and GOECA, LP, a Delaware limited
partnership, hereby jointly and severally restates and reaffirms its obligation
to pay to the order of COBANK, ACB (the “Lender”) at the main office of CoBank,
ACB in Denver, CO, in lawful money of the United States of America in
Immediately Available Funds (as such term and each other capitalized term used
herein are defined in the Amended Credit Agreement hereinafter referred to) on
the Termination Date the principal amount of TWO MILLION DOLLARS and NO CENTS
($ 2,000,000) or, if less, the aggregate unpaid principal amount of the unpaid
Revolving Loans made by the Lender under the Credit Agreement, and to pay
interest (computed on the basis of actual days elapsed and a year of 360 days)
in like funds on the unpaid principal amount hereof from time to time
outstanding at the rates and times set forth in the Amended Credit Agreement.


 


This note is one of the Revolving Notes referred to in
the Amended and Restated Credit Agreement dated June 30, 2006, and amended by
First Amendment to Amended and Restated Credit Agreement dated April 30, 2007,
and as further amended by the Second Amendment to Amended and Restated Credit
Agreement dated concurrently herewith (as the same may hereafter be from time
to time amended, restated or otherwise modified, the “Credit Agreement”)
among the undersigned, the Lender and the other lenders named therein. This
note is secured, it is subject to certain mandatory prepayments and its maturity
is subject to acceleration, in each case upon the terms provided in said Credit
Agreement.


 


This note amends and restates a portion of the Total
Revolving Outstandings, as defined in the Credit Agreement, which in turn
amended and restated a previous existing promissory note dated September 13,
2004. It is expressly intended, understood and agreed that all Total Revolving
Outstandings as of the date hereof shall be considered outstanding hereunder
from and after the date hereof and shall not be considered paid (nor shall the
undersigned’s obligation to pay the same be considered discharged or satisfied)
as a result of the issuance of this note.


 


In the event of default hereunder, the undersigned
agrees to pay all costs and expenses of collection, including reasonable
attorneys’ fees. The undersigned waives demand, presentment, notice of
nonpayment, protest, notice of protest and notice of dishonor.


 


13

















 


THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS
NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF COLORADO WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 


	
   

  	
  GOLDEN
  OVAL EGGS, LLC,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Thomas A.
  Powell, Chief Financial Officer

  



 


 


	
   

  	
  MIDWEST
  INVESTORS OF IOWA,

  COOPERATIVE,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Thomas A.
  Powell, Chief Financial Officer

  



 


 


	
   

  	
  GOECA,
  LP

  By its General Partner, GOEMCA, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Thomas A.
  Powell, Chief Financial Officer

  



 


14

















 


EXHIBIT B


TO SECOND
AMENDMENT TO


AMENDED AND
RESTATED


CREDIT AGREEMENT


 


SHORT TERM REVOLVING NOTE


 


	
  $2,500,000

  	
  October 19, 2007

  
	
   

  	
  Denver, CO

  



 


FOR VALUE RECEIVED, GOLDEN OVAL EGGS, LLC, a Delaware
limited liability company, MIDWEST INVESTORS OF IOWA, COOPERATIVE, an Iowa
cooperative (“Midwest”), and GOECA, LP, a Delaware limited partnership, hereby
jointly and severally promise to pay to the order of COBANK, ACB and
METROPOLITAN LIFE INSURANCE COMPANY (the “Lenders”) at the main office of
CoBank, ACB in Denver, CO, in lawful money of the United States of America in
Immediately Available Funds (as such term and each other capitalized term used
herein are defined in the Credit Agreement hereinafter referred to) on December
14, 2007, the principal amount of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS and
NO CENTS ($2,500,000) or, if less, the aggregate unpaid principal amount of the
Revolving Loans made by the Lenders under this Short Term Revolving Note, and
to pay interest (computed on the basis of actual days elapsed and a year of 360
days) in like funds on the unpaid principal amount hereof from time to time
outstanding at the rates and times set forth in the Credit Agreement for
Revolving Credit.


 


This note is one of the Revolving Notes referred to in
the Second Amended and Restated Credit Agreement dated concurrently herewith
(as the same may hereafter be from time to time amended, restated or otherwise
modified, the “Credit Agreement”) between the undersigned and the Lenders. This
note is secured,  is subject to certain
mandatory prepayments, and its maturity is subject to acceleration, in each
ease upon the terms provided in said Credit Agreement.


 


In the event of default hereunder, the undersigned
agrees to pay all costs and expenses of collection, including reasonable
attorneys’ fees. The undersigned waives demand, presentment, notice of
nonpayment, protest, notice of protest and notice of dishonor.


 


THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS
NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF COLORADO WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 


 


[The remainder of this page is intentionally left blank.]


 


15

















 


	
   

  	
  GOLDEN OVAL
  EGGS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


	
   

  	
  MIDWEST
  INVESTORS OF IOWA,

  COOPERATIVE

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


	
   

  	
  GOECA, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


(Signature Page to
Amended and Restated Revolving Note)


 


16

















 


EXHIBIT C TO


SECOND AMENDMENT TO


AMENDED AND RESTATED


CREDIT AGREEMENT


 


FORM OF COMPLIANCE CERTIFICATE


 


To: CoBank, ACB:


 


THE UNDERSIGNED HEREBY CERTIFIES THAT:


 


(1)           I
am the duly elected Chief Financial Officer of Golden Oval Eggs, LLC (the “Borrower’s
Agent”).


 


(2)           I
have reviewed the terms of the Amended and Restated Credit Agreement dated as
of June 30, 2006, as amended by a First Amendment to Amended and Restated
Credit Agreement dated as of April 30, 2007, and as further amended by a Second
Amendment to Amended and Restated Credit Agreement dated as of October 19, 2007,
among the Borrowers’ Agent, Midwest Investors of Iowa, Cooperative, and GOECA,
LP (collectively, the “Borrowers”) and CoBank, ACB, Metropolitan Life
Insurance Company and the other lenders party thereto (the “Credit Agreement”)
and I have made, or have caused to be made under my supervision, a detailed
review of the transactions and conditions of the Borrowers during the
accounting period covered by the Attachment hereto;


 


(3)           The
examination described in paragraph (2) did not disclose, and I have no knowledge,
whether arising out of such examinations or otherwise, of the existence of any
condition or event which constitutes a Default or an Event of Default (as such
terms are defined in the Credit Agreement) during or at the end of the
accounting period covered by the Attachment hereto or as of the date of this
Certificate, except as described below (or on a separate attachment to this
Certificate). The exceptions listing in detail the nature of each condition or
event, the period during which it has existed and the action which the
Borrowers have taken, are taking or propose to take with respect to each such
condition or event are as follows:


 


 


(4)           The
computations of the ratios and/or financial restrictions set forth on the
Attachment are true and correct as of the end of the accounting period covered
by such Attachment.


 


17

















 


The foregoing certification, together with the
computations in the Attachment hereto and the financial statements delivered
with this Certificate in support hereof; are made and delivered this        
day of                           
, pursuant to Section 5 of the Credit Agreement.


 


	
   

  	
  GOLDEN OVAL
  EGGS, LLC

  as Borrowers’ Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


18

















 


ATTACHMENT TO COMPLIANCE CERTIFICATE

AS OF             ,
      WHICH PERTAINS

TO THE PERIOD FROM                            ,
                 

TO                               ,
                   


 


	
  Section 6.15:

  	
  A.

  	
  Total Assets

  	
  $

  	
                                  

  
	
  Net
  Worth

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Total
  Liabilities

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Net Earnings

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Equity
  Contributed

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.

  	
  Actual Net Worth
  [A-B]

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.

  	
  Minimum Net Worth

  	
  $

  	
                                  

  
	
   

  	
   

  	
  [$28,800 + (40% x C) + D]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.16:

  	
  A.

  	
  Current Assets

  	
  $

  	
                                  

  
	
  Current
  Ratio

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Current
  Liabilities

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Current Ratio
  (Ratio of(A) to (B))

  	
   

  	
                                 to
  1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Minimum Current
  Ratio

  	
   

  	
  1.25 to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except: August 31, 2007, November 30,

  2007 and February 28, 2008

  	
   

  	
  1.0 to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.17:

  	
  A.

  	
  Current Assets

  	
  $

  	
                                  

  
	
  Working Capital

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Current
  Liabilities

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Working Capital
  (A-B)

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Minimum

  	
   

  	
  $7,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except: August 31, 2007 November 30,

  2007 and February 28, 2008

  	
   

  	
  $ 0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.18: 

  	
  A.

  	
  Funded Debt

  	
  $

  	
   

  
	
  Leverage
  Ratio

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  EBITDA

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Consolidated Net
  Income, plus

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  Interest
  Expense, plus

  	
  $

  	
   

  



 


19

















 


	
   

  	
   

  	
  c.

  	
  Income tax
  expense, plus

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d.

  	
  Non-layer
  depreciation, plus

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e.

  	
  Amortization

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total (EBITDA)

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Leverage Ratio
  (A/B)

  	
   

  	
                               
  to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Maximum Leverage
  Ratio

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Each quarter
  until quarter ending on February 28, 2008

  	
   

  	
  5.0 to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  May 31, 2008 and therafter

  	
   

  	
  4.25 to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.19:

  	
  A.

  	
  EBITDA

  	
  $

  	
                                  

  
	
  Fixed
  Charge 

  	
   

  	
   

  	
   

  	
   

  
	
  Coverage Ratio

  	
  B. 

  	
  Capital
  Expenditures not financed with Indebtedness

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Equity Interest
  re-purchases by the Borrowers’ Agent

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Equity
  retirements by the Borrowers’ Agent

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.

  	
  Adjusted
  Dividend Accrual

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.

  	
  Fixed Charges
  [A-(B+C+D+E)]

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  G.

  	
  Sum of Interest
  Expense and all required principal payments with 

  respect to Total liabilities

  	
  $

  	
                                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  H.

  	
  Fixed Charge
  Coverage Ratio [F/G]

  	
   

  	
                          
  to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  I.

  	
  Minimum Fixed
  Charge Coverage Ratio

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  August 31, 2007,
  November 30, 2007 and February 28, 2008

  	
   

  	
  1.0 to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  May 31, 2008 and therafter

  	
   

  	
  1.25 to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.21:

  	
  A.

  	
  Finished egg production
  under contract

  	
   

  	
                                  
  lbs

  
	
  Risk
  Management

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Total finished
  egg production

  	
   

  	
                                  
  lbs

  



 


20

















 


	
   

  	
  C.

  	
  Contracted
  Production [100 x (A/B)]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Minimum
  Contracted Production

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Current Ratio >
  1.25 to 1.00 but < 1.50 to 1.00

  	
   

  	
  > 50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  Current Ratio >
  1.50 to 1.00 but < 2.00 to 1.00

  	
   

  	
  > 40%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  Current Ratio > 2.00 to 1.00

  	
   

  	
  >
  30%

  



 


21

















 


EXHIBIT D-I

TO SECOND AMENDMENT

TO AMENDED AND RESTATED

CREDIT AGREEMENT


 


FORM OF REAFFIRMATION OF SECURITY DOCUMENTS (GOE/MII)


 


October 19, 2007


 


CoBank, ACB, as Administrative Agent


5500 South Quebec Street


Greenwood Village, CO 80111


P0. Box 5110


Denver, CO 80217


Attention: Ron Seigley


Fax: (303) 740-4021


 


	
  Re:

  	
  Security Agreement dated September 13, 2004 (as the
  same has been or may be amended, restated or otherwise modified from time to
  time, the “ Security Agreement” executed by Golden Oval Eggs, LLC and Midwest
  Investors of Iowa, Cooperative (collectively, the “Grantors”), in favor of
  CoBank, ACB, as administrative agent (in such capacity, the “Administrative
  Agent”) to the lenders party to the Credit Agreement described below (the
  “Lenders”), and related Security Documents

  



 


The Grantors, the Lenders and the Administrative Agent
are parties to an Amended and Restated Credit Agreement dated June 30, 2006,
which agreement was further amended by the First Amendment to Amended and
Restated Credit Agreement dated April 30, 2007 (said amended agreement to be
referred to hereafter as the “A & R Credit Agreement”). The A & R
Credit Agreement is being further amended pursuant to a Second Amendment to
Amended and Restated Credit Agreement dated concurrently herewith between the
Grantors and GOECA, LP (collectively the “Borrowers”) the Lenders and the
Administrative Agent. This will confirm that the obligations of the Borrowers
to the Administrative Agent or any Lender under the A & R Credit Agreement,
as amended by the Second Amendment, and including the Short Term Revolving
Note, constitute “Obligations” of the Grantors to the Administrative Agent
within the meaning of the Security Documents. The undersigned confirms to the
Administrative Agent and the Lenders that all of the terms, conditions,
provisions, agreements, requirements, promises, obligations, duties, covenants
and representations of the undersigned under the Security Documents and any and
all other documents and agreements entered into with respect to the obligations
under the Security Documents, are incorporated herein by reference and are
hereby ratified and affirmed in all respects by the undersigned.


 


22

















 


[EXHIBIT C-1 TO SECOND
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  GOLDEN OVAL
  EGGS, LLC

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MIDWEST
  INVESTORS OF IOWA,

  COOPERATIVE

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Its:

  	
   

  
					



 


 


[Signature Page to Reaffirmation of Security
Agreement]


 


23

















 


EXHIBIT D-2 TO SECOND AMENDMENT

TO AMENDED AND RESTATED

CREDIT AGREEMENT


 


FORM OF REAFFIRMATION OF SECURITY DOCUMENTS (GOECA)


 


October 19, 2007


 


CoBank, ACB, as Administrative Agent


5500 South Quebec Street


Greenwood Village, CO 80111


PO Box 5110


Denver, CO 80217


Attention: Ron Seigley


Fax: (303) 740-4021


 


	
  Re:

  	
  Security Agreement dated June 30, 2006 (as the same
  has been or may be amended, restated or otherwise modified from time to time,
  the “Security Agreement” executed by GOECA, LP, a Delaware limited
  partnership (the “Grantor”), in favor of CoBank, ACB, as administrative agent
  (in such capacity, the “Administrative Agent”) to the lenders party to the
  Credit Agreement described below (the “Lenders”), and related Security
  Documents.

  



 


The Grantor, the Lenders and the Administrative Agent
are parties to an Amended and Restated Credit Agreement dated June 30, 2006;
which agreement was further amended by the First Amendment to Amended and
Restated Credit Agreement dated April 30, 2007 (said amended agreement to be
referred to hereafter as the “A & R Credit Agreement”). The A & R
Credit Agreement is being further amended pursuant to a Second Amendment to
Amended and Restated Credit Agreement dated concurrently herewith between the
Grantor, Golden Oval Eggs, LLC, a Delaware limited liability company, and
Midwest Investors of Iowa, Cooperative, an Iowa cooperative (collectively with Grantor,
the “Borrowers”), the Lenders and the Administrative Agent. This will confirm
that the obligations of the Borrowers to the Administrative Agent or any Lender
under the A & R Credit Agreement, as amended by the Second Amendment, and
including the Short Term Revolving Note, constitute “Obligations” of the
Grantor to the Administrative Agent within the meaning of the Security
Documents. The undersigned confirms to the Administrative Agent and the Lenders
that all of the terms, conditions, provisions, agreements, requirements,
promises, obligations, duties, covenants and representations of the undersigned
under the Security Documents and any and all other documents and agreements
entered into with respect to the obligations under the Security Documents, are
incorporated herein by reference and are hereby ratified and affirmed in all
respects by the undersigned.


 


[EXHIBIT C-2 TO SECOND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


24

















 


	
   

  	
  GOECA, LP, as Grantor

  
	
   

  	
  By its General
  Partner

  
	
   

  	
  GOEMCA, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for
  Grantor

  
	
   

  	
  340 Dupont
  Avenue MB

  
	
   

  	
  Renville, MN
  56284

  
	
   

  	
  Grantor’s Org.
  ID #4154844

  
					



 


 


[Signature Page to
Reaffirmation of Security Agreement]


 


[EXHIBIT
C-2 TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


25