Unassociated Document


    EXHIBIT
      10-2(b)

    
 

    SECOND
      AMENDED AND RESTATED REVOLVING

    CREDIT
      AGREEMENT

    


    among

    


    CAL-MAINE
      FOODS, INC.,

    as
      Borrower

    


    COÖPERATIEVE
      CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

    "RABOBANK
      NEDERLAND", New York Branch, as Administrative Agent

    


    


    

    


    


    and

    


    the
      banks
      and other lending institutions named herein

    


    6
      February 2002

    


    CONFORMED
      COPY

    


    [Incorporating
      First through Ninth Amendments]

    


    



    TABLE
      OF CONTENTS

     

    

      
        	
                ARTICLE
                  I.

              	
                AMOUNTS
                  AND TERMS OF THE ADVANCES

              	
                8

              
	 	 	 
	
                Section
                  1.01

              	
                The
                  Advances

              	
                8

              
	
                Section
                  1.02

              	
                Making
                  the Advances

              	
                8

              
	
                Section
                  1.03

              	
                Commitment
                  Fee

              	
                8

              
	
                Section
                  1.04

              	
                Reduction
                  or Termination of Revolving Credit Commitments

              	
                8

              
	
                Section
                  1.05

              	
                Interest.

              	
                9

              
	 	
                (a) 
Interest
                  Rate

              	
                9

              
	 	
                (b) 
Interest
                  Period

              	
                9

              
	
                Section
                  1.06

              	
                Increased
                  Costs

              	
                10

              
	
                Section
                  1.07

              	
                Evidence
                  of Debt

              	
                10

              
	
                Section
                  1.08

              	
                Use
                  of Proceeds

              	
                10

              
	
                Section
                  1.09

              	
                Letters
                  of Credit

              	
                11

              
	
                Section
                  1.10

              	
                Procedure
                  for Issuing Letters of Credit

              	
                11

              
	
                Section
                  1.11

              	
                Reimbursement

              	
                11

              
	
                Section
                  1.12

              	
                Letter
                  of Credit Fees

              	
                12

              
	 	 	 
	
                ARTICLE
                  II.

              	
                TERMS
                  OF PAYMENTS

              	
                12

              
	 	 	 
	
                Section
                  2.01

              	
                Repayment

              	
                12

              
	
                Section
                  2.02

              	
                Prepayments.

              	
                12

              
	 	
                (a) 
Mandatory

              	
                12

              
	 	
                (b) 
Optional

              	
                13

              
	
                Section
                  2.03

              	
                Payments
                  and Computations.

              	
                13

              
	
                Section
                  2.04

              	
                Pro
                  Rata Treatment

              	
                13

              
	
                Section
                  2.05

              	
                Sharing
                  of Payments, etc

              	
                14

              
	
                Section
                  2.06

              	
                Non-Receipt
                  of Funds by the Administrative Agent

              	
                14

              
	 	 	 
	
                ARTICLE
                  III.

              	
                CONDITIONS
                  PRECEDENT

              	
                14

              
	 	 	 
	
                Section
                  3.01

              	
                Conditions
                  Precedent to the Initial Advance

              	
                14

              
	
                Section
                  3.02

              	
                Conditions
                  Precedent to All Advances

              	
                16

              
	 	 	 
	
                ARTICLE
                  IV.

              	
                REPRESENTATIONS
                  AND WARRANTIES

              	
                16

              
	 	 	 
	
                Section
                  4.01

              	
                Representations
                  and Warranties of the Borrower

              	
                16

              
	 	 	 
	
                ARTICLE
                  V.

              	
                COVENANTS
                  OF THE BORROWER

              	
                18

              
	 	 	 
	
                Section
                  5.01

              	
                Affirmative
                  Covenants

              	
                18

              
	 	
                (a) 
Compliance
                  with Laws, etc

              	
                18

              
	 	
                (b) 
Payment
                  of Taxes, etc

              	
                18

              
	 	
                (c) 
Preservation
                  of Corporate Existence, etc

              	
                18

              
	 	
                (d) 
Keeping
                  of Books

              	
                18

              
	 	
                (e) 
Visitation
                  Rights

              	
                18

              
	 	
                (f) 
Maintenance
                  of Properties, etc

              	
                19

              
	 	
                (g) 
Maintenance
                  of Insurance

              	
                19

              
	 	
                (h) 
Working
                  Capital

              	
                19

              
	 	
                (i) 
Tangible
                  Net Worth

              	
                19

              
	 	
                (j) 
Total
                  Funded Debt to Total Capitalization

              	
                19

              
	 	
                (k) 
Cash
                  Flow Coverage Ratio

              	
                21

              
	 	
                (l) 
Reporting
                  Requirements

              	
                22

              
	 	
                (m) 
Post
                  Closing Items

              	
                23

              
	
                Section
                  5.02

              	
                Negative
                  Covenants

              	
                23

              
	 	
                (a) 
Guaranteed
                  Indebtedness

              	
                23

              
	 	
                (b) 
Dividends,
                  etc

              	
                23

              
	 	
                (c) 
Capital
                  Expenditures

              	
                23

              
	 	
                (d) 
Maintenance
                  of Ownership of Subsidiaries

              	
                23

              
	 	
                (e) 
Mergers,
                  etc

              	
                23

              
	 	
                (f) 
Sales,
                  etc. of Assets

              	
                24

              
	 	
                (g) 
Fiscal
                  Year

              	
                24

              
	 	
                (h) 
Investments
                  in Delta Egg

              	
                24

              
	 	
                (i) 
Investments
                  in Non-Guarantor Subsidiaries

              	
                24

              
	 	
                (j) 
Indebtedness
                  of Hillandale, LLC

              	
                25

              
	 	
                (k) 
Indebtedness
                  of American Egg Products LLC

              	
                25

              
	 	
                (l) 
Liens
                  of Hillandale, LLC

              	
                25

              
	 	
                (m) 
Liens
                  of American Egg Products LLC

              	
                26

              
	 	
                (n) 
Liens
                  of Borrower

              	
                26

              
	 	
                (o) 
Limitation
                  on Restrictions on Subsidiaries

              	
                26

              
	 	
                (p) 
Affiliate
                  Transactions

              	
                26

              
	 	 	 
	
                ARTICLE
                  VI.

              	
                EVENTS
                  OF DEFAULT

              	
                27

              
	 	 	 
	
                Section
                  6.01

              	
                Events
                  of Default

              	
                27

              
	
                Section
                  6.02

              	
                Remedies

              	
                28

              
	 	 	 
	
                ARTICLE
                  VII.

              	
                DEFINITIONS
                  AND ACCOUNTING TERMS

              	
                28

              
	 	 	 
	
                Section
                  7.01

              	
                Certain
                  Defined Terms

              	
                28

              
	
                Section
                  7.02

              	
                Terms

              	
                35

              
	 	 	 
	
                ARTICLE
                  VIII.

              	
                THE
                  ADMINISTRATIVE AGENT

              	
                35

              
	 	 	 
	
                Section
                  8.01

              	
                Appointment,
                  Powers and Immunities

              	
                35

              
	
                Section
                  8.02

              	
                Rights
                  of Administrative Agent as a Bank

              	
                36

              
	
                Section
                  8.03

              	
                Defaults

              	
                36

              
	
                Section
                  8.04

              	
                Indemnification

              	
                36

              
	
                Section
                  8.05

              	
                Independent
                  Credit Decisions

              	
                37

              
	
                Section
                  8.06

              	
                Several
                  Commitments

              	
                37

              
	
                Section
                  8.07

              	
                Successor
                  Administrative Agent

              	
                37

              
	
                Section
                  8.08

              	
                Administrative
                  Agent Fee

              	
                38

              
	 	 	 
	
                ARTICLE
                  IX.

              	
                MISCELLANEOUS

              	
                38

              
	 	 	 
	
                Section
                  9.01

              	
                Amendments,
                  etc

              	
                38

              
	
                Section
                  9.02

              	
                Notices,
                  etc

              	
                38

              
	
                Section
                  9.03

              	
                Waiver;
                  Remedies

              	
                38

              
	
                Section
                  9.04

              	
                Expenses
                  and Taxes.

              	
                38

              
	
                Section
                  9.05

              	
                Right
                  of Set-off

              	
                39

              
	
                Section
                  9.06

              	
                Severability
                  of Provisions

              	
                39

              
	
                Section
                  9.07

              	
                Binding
                  Effect; Governing Law

              	
                39

              
	
                Section
                  9.08

              	
                Consent
                  to Jurisdiction; Process Agent.

              	
                39

              
	
                Section
                  9.09

              	
                Security

              	
                40

              
	
                Section
                  9.10

              	
                Entire
                  Agreement; Amendment and Restatement; Ratification;
                  Release

              	
                40

              
	
                Section
                  9.11

              	
                Waiver

              	
                40

              


      

    

     

    
 

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    INDEX
      OF
      EXHIBITS AND SCHEDULES

    


    Exhibits:

    


    
      	
              Exhibit
                A

            	
              -

            	
              Form
                of Promissory Note

            
	 	 	 
	
              Exhibit
                B

            	
              -

            	
              Borrowing
                Base Certificate

            
	 	 	 
	
              Exhibit
                C

            	
              -

            	
              Compliance
                Certificate

            
	 	 	 
	
              Exhibit
                D

            	
              -

            	
              Franklin
                County Modification of Mortgage

            
	 	 	 
	
              Exhibit
                E

            	
              -

            	
              Hinds
                County First Modification of Mortgage

            
	 	 	 
	
              Exhibit
                B to
                Ninth Amendment

            	
              -

            	
              Borrower
                Pledge Agreement

            
	 	 	 
	
              Exhibit
                C to
                Ninth Amendment

            	
              -

            	
              Hillandale
                Security Agreement

            


    

    


    Schedules:

    


    
      	
              Schedule
                1

            	
              -

            	
              Amendments
                to Existing Credit Agreement

            
	 	 	 
	
              Schedule
                2

            	
              -

            	
              Mortgages

            
	 	 	 


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    SECOND
      AMENDED AND RESTATED

    REVOLVING
      CREDIT AGREEMENT

    


    Dated
      as
      of February 6, 2002

    


    This
      SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT among CAL-MAINE FOODS,
      INC. (the "Borrower"),
      each
      of the banks or other lending institutions which is or which may from time
      to
      time become a signatory hereto or any successor or assignee thereof
      (individually, a "Bank"
      and,
      collectively, the "Banks"),
      and
      COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," NEW
      YORK BRANCH as administrative agent for itself and the other Banks (in such
      capacity, together with its successors in such capacity, the "Administrative
      Agent"
      and
      individually, herein "Rabobank").

     

    R
      E C I T
      A L S:

    


    A.  Borrower
      and Rabobank have entered into a Revolving Credit Agreement dated as of
      October 18, 1984, as amended by that certain Amendment dated as of
      September 29, 1985, that certain Amendment dated as of March 31, 1987,
      that certain Third Amendment to Revolving Credit Agreement dated as of
      December 31, 1987, that certain Amendment dated as of May 31, 1988,
      that certain Amendment and Waiver dated as of September 30, 1988, that
      certain Amendment dated December 31, 1988, that certain Amendment dated as
      of June 2, 1989, that certain Amendment dated as of June 30, 1989, and
      that certain Letter Amendment dated May 9, 1990 (the Revolving Credit
      Agreement, as the same has previously been amended, is hereinafter referred
      to
      as the "Original
      Revolving Credit Agreement").

     

    B.  The
      Original Revolving Credit Agreement was amended and restated as of May 29,
      1990 pursuant to that certain Amended and Restated Revolving Credit Agreement
      dated as of May 29, 1990 among Borrower, Rabobank and Barclays Bank PLC
      (New York) ("Barclays"
      and
      such Amended and Restated Revolving Credit Agreement, as the same has been
      amended by the documents described on Schedule 1,
      herein
      the "Existing
      Credit Agreement").
      Pursuant to the Existing Credit Agreement, Barclays was added as a Bank
      thereunder.

     

    C.  Borrower
      and Rabobank have entered into that certain Amended and Restated Term Loan
      Agreement dated as of May 29, 1990 (as the same may be amended, the "Term
      Loan Agreement") which amended and restated in its entirety that certain Term
      Loan Agreement dated as of May 15, 1986, between Borrower and Rabobank (as
      the same had previously been amended, herein referred to as the "Previous Term
      Loan Agreement").

     

    D.  Borrower
      and Rabobank have entered into that certain Reimbursement and Credit Agreement
      dated as of December 1, 1987 (as the same has been amended, herein referred
      to as the "Egg Facility Reimbursement Agreement"). The total amount available
      to
      be drawn under the letter of credit issued pursuant to the Egg Facility
      Reimbursement Agreement has been drawn, such letter of credit has been
      terminated and returned to Rabobank and Borrower has otherwise satisfied all
      of
      its liquidated obligations arising under the Egg Facility Reimbursement
      Agreement as a result of such draw (the "Egg
      LC
      Termination").

     

    E.  To
      secure
      certain of the obligations and indebtedness of Borrower to Rabobank under the
      Original Revolving Credit Agreement, the Previous Term Loan Agreement, the
      Egg
      Facility Reimbursement
      Agreement and the other documents executed in connection therewith, Borrower,
      Cal-Maine Farms, Inc., and Cal-Maine Egg Products, Inc. executed certain
      security agreements and mortgages (as amended but excluding the collateral
      documents executed in connection with the Egg Facility Reimbursement Agreement,
      such security agreements and mortgages herein called, the "Original
      Collateral Documents").

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    F.  To
      induce
      Rabobank to continue to extend credit to the Borrower, the Borrower granted
      to
      Rabobank security interests and liens in the real properties described on
Schedule 1
      to the
      Term Loan Agreement and the personal property relating thereto (the
      "New
      Properties").

     

    G.  To
      induce
      Barclays to enter into the Existing Credit Agreement, Borrower, Cal-Maine Farms,
      Inc., and Cal-Maine Egg Products, Inc. granted security interests and liens
      to
      Barclays in the New Properties, to the extent applicable, and in the properties
      covered by the Original Collateral Documents (herein for purposes of these
      Recitals the "Existing
      Properties"
      and
      together with the New Properties herein referred to for purposes of these
      Recitals as the "Properties").

     

    H.  Rabobank
      and Barclays entered into that certain Intercreditor Agreement dated
      May 29, 1990 (the "First
      Intercreditor Agreement")
      pursuant to which Rabobank and Barclays set forth therein their respective
      rights and priorities in and with respect to the Properties and appointed
      Rabobank as agent for itself and Barclays (in such capacity herein referred
      to
      as the "Agent")
      to act
      as agent with respect to the Properties as therein provided.

     

    I.  To
      facilitate the collateral arrangements contemplated by the Existing Credit
      Agreement, the Term Loan Agreement, the Egg Facility Reimbursement Agreement
      and
      the First Intercreditor Agreement, Rabobank has assigned all of its right,
      title, and interest in and to the Original Collateral Documents to the Agent
      pursuant to that certain Assignment Agreement dated May 29, 1990 (as the
      same may be amended, herein the "Assignment");
      provided
      that
      with respect to that certain Collateral Pledge Agreement dated October 17,
      1984 executed by Borrower, Cal-Maine Farms, Inc. and Cal-Maine Egg Products,
      Inc. for the benefit of Rabobank which is an Original Collateral Document,
      Rabobank, Borrower, Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc.
      only
      amended the terms thereof to provide that both Rabobank and Barclays shall
      be
      pledgees thereunder pursuant to that certain Amendment to Collateral Pledge
      Agreement and Assignment of Interest dated the date hereof (such Collateral
      Pledge Agreement, as amended, herein the "Pledge
      Agreement"
      and
      together with the Collateral Chattel Mortgage Note pledged pursuant thereto
      and
      the Act of Collateral Chattel Mortgage on Inventory dated October 17, 1984
      executed by Borrower, Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc.
      in
      connection therewith, herein collectively referred to as the "Louisiana
      Collateral Documents").

     

    J.  Barclays
      assigned all of its right, title, interest and obligations under the Loan
      Documents (as defined in the Existing Credit Agreement) to Trust Company Bank,
      a
      Georgia state banking corporation (now know as SunTrust Bank, Atlanta and herein
      "SunTrust")
      pursuant to that certain Assignment and Assumption Agreement dated
      October 1, 1991 between Barclays and SunTrust.

     

    K.  Borrower
      requested that Rabobank issue a letter of credit pursuant to the terms and
      provisions of that certain Reimbursement and Credit Agreement dated as of
      May 1, 1992 between the Borrower and Rabobank (as the same may be amended
      or otherwise modified herein the "Dairy
      Facility Reimbursement Agreement")
      in
      order to provide credit and liquidity support for $2,900,000.00 of Hinds County,
      Mississippi, Adjustable Rate Demand Industrial Revenue Bonds, Series 1992
      (Taxable), Cal-Maine Foods, Inc., Dairy Project.

     

    L.  Borrower
      executed and delivered that certain Term Loan Note dated November 5, 1993
      payable to the order of Rabobank in the original principal amount of $1,000,000
      (as the same may be amended or otherwise modified, therein the "New
      Term Note"
      and the
      New Term Note, collectively with the Dairy Facility Reimbursement Agreement,
      the
      Existing Credit Agreement, the Term Loan Agreement and the Egg Facility
      Reimbursement Agreement, herein the "Original
      Credit Agreements").

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    M.  Harris
      Trust and Savings Bank ("Harris")
      became
      a Bank under the Existing Credit Agreement pursuant to the Seventh Amendment
      to
      Loan Documents (including Modification to Mortgages and Deeds of Trust) dated
      April 30, 1996.

     

    N.  To
      secure
      certain of the obligations and indebtedness of Borrower, Cal-Maine Farms, Inc.,
      Cal-Maine Egg Products, Inc., Cal-Maine Partnership, Ltd. and CMF of Kansas-LLC
      to each of Rabobank, SunTrust, Harris and the Agent under the Original Credit
      Agreements and the other documents executed in connection therewith, the
      Borrower, Cal-Maine Farms, Inc., Cal-Maine Egg Products, Inc., Cal-Maine
      Partnership, Ltd. and CMF of Kansas-LLC executed the following
      documents:

     

    (a)  the
      Louisiana Collateral Documents;

     

    (b)  Amended
      and Restated Security Agreement dated May 29, 1990 executed by Borrower for
      the benefit of the Agent;

     

    (c)  Amended
      and Restated Security Agreement dated May 29, 1990 executed by Cal-Maine
      Farms, Inc. for the benefit of the Agent;

     

    (d)  Amended
      and Restated Security Agreement dated May 29, 1990 executed by Cal-Maine
      Egg Products, Inc. for the benefit of the Agent;

     

    (e)  Security
      Agreement dated June 1, 1995 executed by Cal-Maine Partnership, Ltd. for
      the benefit of the Agent;

     

    (f)  Security
      Agreement dated June 3, 1997 executed by CMF of Kansas-LLC for the benefit
      of the Agent (the documents described in the foregoing clauses (a) through
      (f) herein the "Existing Security Agreements");

     

    (g)  That
      certain Mortgage, Security Agreement and Financing Statement dated May 15,
      1986 executed by Borrower and Cal-Maine Farms, Inc. for the benefit of Rabobank
      and filed in real property records as reflected on Schedule 2
      hereto
      (such mortgage, as the same has been assigned to the Agent and otherwise
      modified, and as the same may be further amended or otherwise modified, herein
      the "Borrower
      Mortgage");

     

    (h)  That
      certain Mortgage, Security Agreement and Financing Statement dated May 15,
      1986 executed by Cal-Maine Farms, Inc. for the benefit of Rabobank and filed
      in
      the real property records as reflected on Schedule 2
      hereto
      (such mortgage, as the same has been assigned to the Agent and otherwise
      modified, and as the same may be further amended or otherwise modified, herein
      the "Cal-Maine
      Mortgage");

     

    (i)  Multiple
      copies of a Mortgage, Deed of Trust, Future Advance Deed of Trust, Security
      Agreement, Assignment of Rents and Financing Statement dated May 29, 1990
      executed by Borrower and Cal-Maine Farms, Inc. for the benefit of the Agent,
      covering certain properties located in New Mexico, Alabama, Kansas, Oklahoma,
      Texas, North Carolina, Texas and Arkansas and filed in the real property records
      as reflected on Schedule 2
      hereto
      (as the same have been and may hereafter be amended, the "New
      Mortgages");

     

    (j)  Deed
      of
      Trust, Security Agreement, Assignment of Rents and Financing Statement dated
      as
      of May 1, 1992 executed by the Borrower for the benefit of Rabobank in its
      capacity as a creditor under the Term Loan Agreement, the Dairy Facility
      Reimbursement Agreement and the Egg Facility Reimbursement Agreement and as
      a
      revolving bank under the Original Revolving Credit Agreement, filed for record
      in the Real Property Records of Hinds County, Mississippi in Book 244,
      Page 98 on May 20, 1992 (as the same have been and may hereafter be
      amended, the "Dairy
      Facility Deed of Trust");

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (k)  Assignment
      of Leasehold Interest dated May 1, 1992 executed by Borrower for the
      benefit of Rabobank as a creditor under the Dairy Facility Reimbursement
      Agreement, filed for record in the Real Property Records of Hinds County,
      Mississippi in Book 0397, Page 657 on May 20, 1992 (as the same
      have been and may hereafter be amended, the "Dairy
      Facility Assignment"
      and all
      of the documents listed in items (a) through (k) of this Recital N, as
      the same have been and may hereafter be amended, herein the "Existing
      Collateral Documents");

     

    (l)  Assignment
      of Leasehold Interests dated December 1, 1987 executed by Borrower for the
      benefit of Rabobank as a creditor under the Dairy Facility Reimbursement
      Agreement, filed for record in the Real Property Records of Hinds County,
      Mississippi, in Book 0354, Page 674 on December 22, 1987 (as the
      same have been and may hereafter be amended, the "Egg
      Facility Assignment"
      and as
      a result of the Egg LC Termination, the Egg Facility Assignment has been
      released).

     

    O.  To
      facilitate the collateral arrangements contemplated by the Existing Collateral
      Documents, Rabobank, SunTrust, Agent and Harris entered into that certain
      Amended and Restated Intercreditor Agreement dated April 14, 1995 which
      amended and restated the First Intercreditor Agreement in its entirety (the
      "Second
      Intercreditor Agreement").

     

    P.  The
      real
      properties located in Smith County, Texas, Morgan County, Alabama and Caldwell
      County, Texas which are covered by the New Mortgages filed in those
      jurisdictions (the "Released
      Properties")
      have
      been sold to a third party and the liens created by the New Mortgages on the
      Released Properties have been released.

     

    Q.  Cal-Maine
      Farms, Inc. transferred to Borrower all of its assets located in Kansas and
      New
      Mexico, including, without limitation, all of its interest in the real property
      described in the Mortgages identified as items 3(d) and 3(e) on
Schedule 2
      hereto.

     

    R.  Cal-Maine
      Farms, Inc. and Borrower have created Cal-Maine Partnership, Ltd. as a Texas
      limited partnership ("CM
      Partnership").
      In
      connection with the formation of CM Partnership, Borrower and Cal-Maine Farms,
      Inc. transferred all the assets each of them owns in Kentucky, Ohio and Texas
      to
      CM Partnership, including, without limitation, the real property described
      in
      the New Mortgages identified as items 3(g), (h) and (i) on Schedule 2
      hereto;
provided
      that the
      documentation effectuating the transfers in Kentucky and Ohio were not recorded
      in the applicable real property records. In return for the foregoing transfers
      to CM Partnership, Cal-Maine Farms, Inc. required a 99% limited partnership
      interest in CM Partnership and Borrower obtained a 1% general partnership
      interest in CM Partnership.

     

    S.  Borrower
      also transferred all its assets located in Alabama, Arkansas, North Carolina
      and
      South Carolina to Cal-Maine Farms, Inc., including, without limitation, all
      of
      its interest in the real property described in the Mortgages identified as
      items (1), (2), (3)(a), (b), (c) and (f) on Schedule 2
      hereto;
provided,
      that,
      the documentation effectuating the transfers in Alabama, Arkansas and North
      Carolina were not filed of record in the applicable real property
      records.

     

    T.  Metropolitan
      Life Insurance Company ("MetLife")
      and
      Borrower entered into that certain Loan Agreement dated March 19, 1992 (the
      "Existing
      MetLife Loan Agreement")
      and to
      secure the obligations, indebtedness and liabilities arising in connection
      with
      the Existing MetLife Loan Agreement, Borrower executed that certain Act of
      Collateral Mortgage and Security Agreement dated as of March 19, 1997 filed
      for record with the St. Helena Clerk of Court, St. Helena Parish, Louisiana
      in
      COB 195, Page 611 and MOB 143, Page 355 on March 20,
      1992 (as the same may have been modified, and collectively with the Act of
      Pledge of Collateral Mortgage Note executed in connection therewith, the
      "Existing
      MetLife Mortgage").

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    U.  Borrower
      and the Guarantors (as defined herein) requested that First South Production
      Credit Association and MetLife (together the "Noteholders")
      purchase notes issued by Borrower pursuant to that certain Note Purchase
      Agreement dated December 18, 1997 (as the same may be amended, restated or
      otherwise modified, herein the "Note
      Agreement").

     

    V.  The
      Noteholders purchased the amounts owed under the Existing MetLife Loan Agreement
      and the Term Loan Agreement (the "Existing
      Term Obligations").
      As a
      result, Rabobank and MetLife assigned to the Noteholders the Existing Term
      Obligations and all of their respective interests with respect to (i) the
      Existing MetLife Loan Agreement, the Term Loan Agreement, the notes issued
      pursuant thereto and the liens and security interests granted under the Existing
      Collateral Documents and the Existing MetLife Mortgage to the extent directly
      securing the Existing Term Obligations as contemplated by Recital W below
      and (ii) any guaranties securing the payment of the Existing Term
      Obligations. The Note Agreement and the notes issued pursuant thereto amended
      and restated the Existing MetLife Loan Agreement, the Term Loan Agreement and
      the notes issued pursuant thereto in their entity, but did not extinguish the
      Existing Term Obligations which continue outstanding under the terms of the
      Note
      Agreement and the notes issued pursuant thereto. The Note Agreement also
      governs, and the notes issued pursuant thereto also evidence, additional amounts
      advanced to Borrower thereunder, the proceeds of which are used by Borrower
      for
      general corporate purposes.

     

    W.  To
      induce
      the Noteholders to purchase the notes under the Note Agreement and in
      furtherance of the assignments to the Noteholders described in Recital V
      above, Borrower and the Guarantors provided security interests and liens in
      (or,
      with respect to the existing liens and security interests granted pursuant
      to
      the Existing Collateral Documents and the Existing MetLife Mortgage securing
      the
      Existing Term Obligations, continue such liens and security interests in),
      among
      other property, the following to secure the obligations, indebtedness and
      liability of Borrower and the Guarantors to the Noteholders under the Note
      Agreement and the documents executed in connection therewith on a pari
      passu
      basis
      with the obligations, indebtedness and liability of Borrower and the Guarantors
      to the Agent and the Banks:

     

    (a)  the
      personal property covered by the Existing Security Agreements;

     

    (b)  the
      property located in or near Edwards, Hinds County, Mississippi covered by the
      Egg Facility Assignment and the Dairy Facility Deed of Trust;

     

    (c)  the
      property located in or near Bethune, Kershaw County, South Carolina covered
      by
      the Borrower Mortgage and Cal-Maine Mortgage;

     

    (d)  the
      property located in or near Lincoln, Washington County, Arkansas, Adair County,
      Oklahoma and Albuquerque, Bernalillo County, New Mexico covered by the New
      Mortgages;

     

    (e)  the
      property located in or near Greensburg, St. Helena Parish, Louisiana covered
      by
      the Existing MetLife Mortgage; and

     

    (f)  certain
      additional properties located in or near Hammond, Tangipahoa Parish,
      Louisiana.

     

    X.  To
      accomplish the grants and continuations described in the foregoing
      Recital W, the following documents were executed and
      delivered:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (a)  that
      certain Consolidated, Amended and Restated Security Agreement dated
      December 18, 1997 among Borrower, each Guarantor and the Agent (such
      security agreement, as the same may be amended or otherwise modified, the
      "Consolidated
      Security Agreement"),
      which
      amended and restated the Existing Security Agreements in their entirety but
      did
      not extinguish the liens and security interest granted pursuant thereto, which
      liens and security interests continue under the terms of the Consolidated
      Security Agreement;

     

    (b)  that
      certain Assignment of Liens dated December 18, 1997 executed by Rabobank in
      favor of the Agent assigning Rabobank's rights to the Dairy Facility Deed of
      Trust;

     

    (c)  that
      certain Notarial Act of Transfer, Endorsement and Assignment of Note, Related
      Rights, and Collateral and Security Documents dated December 18, 1997
      executed by MetLife in favor of the Agent assigning its rights to the Existing
      MetLife Mortgage to the Agent;

     

    (d)  Multiple
      copies of a Mortgage, Line of Credit Mortgage, Deed of Trust, Future Advance
      Deed of Trust, Security Agreement, Assignment of Rents and Financing Statement
      dated December 18, 1997 which (i) amended and restated in their
      entirety (but did not extinguish the liens and security interests granted
      pursuant to) the Existing MetLife Mortgage, Borrower Mortgage, the Cal-Maine
      Mortgage, the Dairy Facility Deed of Trust and the New Mortgages filed in
      Lincoln, Washington County, Arkansas and Albuquerque, Bernalillo County, New
      Mexico and the New Mortgage covering the property located in Adair County,
      Oklahoma and (ii) grant liens on the property located in or near Edwards,
      Hinds County, Mississippi covered by the Egg Facility Assignment and the
      additional properties located in or near Hammond, Tangipahoa Parish, Louisiana
      (as executed by the owner of the applicable property, as filed in the real
      property records of St. Helena Parish, Louisiana, Kersaw County, South Carolina,
      Hinds County Mississippi, Washington County, Arkansas, Adair County, Oklahoma,
      Tangipahoa Parish, Louisiana and Bernalillo County, New Mexico and as the same
      may hereafter be amended or otherwise modified, the "Shared
      Mortgages");
      and

     

    (e)  That
      certain Second Amended and Restated Intercreditor Agreement dated
      December 18, 1997 among Agent, the Banks and the Noteholders, which amended
      and restated the Second Intercreditor Agreement in its entirety (as consented
      and agreed to by the Borrower and the Guarantors and as the same may be amended
      or otherwise modified, the "Intercreditor
      Agreement").

     

    Y.  Cal-Maine
      Egg Products, Inc. ceased operations in May of 1998. On June 15, 1999,
      Cal-Maine Egg Products, Inc. was dissolved and its assets were transferred
      to
      Borrower.

     

    Z.  The
      real
      property located in Reno County, Kansas has been released pursuant to (i) a
      Release of Mortgage and Amendments Thereto dated May 18, 1998 and (ii) a Partial
      Release of Recorded Lien dated February 1999 and filed for record with the
      Reno
      County Register of Deeds, Book 327, Page 564 on February 25,
      1999.

     

    AA.  The
      real
      property located in Clay County, Alabama and Fayette County, Texas has been
      released pursuant to (i) a Total Release of Recorded Lien dated
      May 31, 2001 and filed for record with the Judge of Probate in Clay County,
      Alabama, Record R212, Page 58-59 on June 27, 2001 and (ii) a Total
      Release of Recorded Lien dated May 31, 2001 and filed for record with
      Fayette County, Texas County Clerk, Volume 1137, Page 301 on
      June 27, 2001, respectively.

     

    BB.  The
      Borrower and the Guarantors have advised the Administrative Agent and the Banks
      that Events of Default have occurred under subsections 6.01(c)
      and
6.01(d)
      of the
      Existing Credit Agreement as a result of the following (the events of default
      occurring as a result of the following, herein the "Existing
      Defaults"):
      (a), with respect to subsection 6.01(c),
      (i) the
      Borrower's failure to comply during the period from September 1, 2001 to
      December 1, 2001 with the requirement under subsection 5.01(j) of the
      Existing Credit Agreement that the ratio of Total Funded Debt to Total
      Capitalization must not exceed 70% at any time (the "Total
      Funded Debt to Total Capitalization Covenant"),
      and
      (ii) the Borrower's failure to comply with the prohibitions under subsection
      5.02(a) of the Existing Credit Agreement as a result of each Guarantor's
      guarantee of the Debt incurred by the Borrower pursuant to the Harris Term
      Agreement (the "Guaranteed
      Indebtedness Covenant"),
      and
      (b), with respect to subsection 6.01(d),
      the
      occurrence of events of default under the Note Agreement and the Dairy Facility
      Reimbursement Agreement occurring as a result of the cross default thereunder
      to
      the Existing Credit Agreement and as a result of the failure of the Borrower
      to
      comply with certain of the financial covenants thereunder as of and for certain
      periods beginning on September 2, 2001 and ending on the date
      hereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    CC.  SunTrust
      has assigned to each of Harris and First South Farm Credit, ACA ("First
      South")
      50% of
      its existing commitment under the Existing Credit Agreement and 50% of the
      advances it had made which were outstanding thereunder. As a result, SunTrust
      is
      no longer a party to the Existing Credit Agreement, Harris has increased its
      commitment under the Existing Credit Agreement to $10,000,000 and First South
      has become a Bank under the Existing Credit Agreement with a $5,000,000
      commitment.

     

    DD.  Borrower
      has entered into that certain Agreement to Form a Limited Liability Company,
      Transfer Assets Thereto, and Purchase Units of Membership Therein dated July
      28,
      2005 (the "Hillandale
      Agreement")
      with
      Hillandale Farms of Florida, Inc. and Hillandale Farms, Inc. (together the
      "Hillandale
      Companies")
      and
      Jack E. Hazen, Jack E. Hazen, Jr., Homer E. Hunnicut, Jr., Orland R. Bethel
      and
      Dorman W. Mizell. Pursuant to the Hillandale Agreement:

     

    1. A
      new
      Florida limited liability company has been formed by the Hillandale Companies
      named "Hillandale, LLC" (herein "New
      Co");

     

    2. Each
      of
      the Hillandale Companies have contributed certain assets and liabilities
      identified in the Hillandale Agreement to New Co in return for the issuance
      of
      membership interests in New Co (the "Contribution");

     

    3. The
      Borrower has acquired from the Hillandale Companies fifty one percent of the
      membership interest issued by New Co for cash (the "Initial
      Equity Acquisition")
      and
      has agreed pursuant to the Hillandale Agreement to acquire the remaining forty
      nine percent of the membership interest issued by New Co over a period of four
      years; and

     

    4. Prior
      to
      the Initial Equity Acquisition, the Borrower owned approximately forty four
      percent of American Egg Products LLC and the Hillandale Companies owned
      approximately twenty seven percent of American Egg Products LLC. As a result
      of
      the Initial Equity Acquisition, American Egg Products LLC has become a
      "Subsidiary" of the Borrower (the transaction described in clauses 1., 2.,
      3 and
      4., herein the "Hillandale
      Transactions").

     

    EE.  As
      of the
      date of this Amendment, the Borrower has repaid in full the amounts outstanding
      under the Harris Term Agreement.

     

    FF.  Borrower,
      Rabobank, Harris, and First South now wish to amend and restate the Existing
      Credit Agreement in its entirety as herein set forth and to waive the Existing
      Defaults.

     

    
      
        
        

      

      
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    Article
      I.

     

    Amounts
      and Terms of the Advances

     

    Section
      1.01  The
      Advances.
      Each
      Bank severally agrees, on the terms and conditions hereinafter set forth, to
      make advances (such advances and the advances outstanding under
      Section 1.01 of the Existing Credit Agreement on the date hereof (which are
      herein the "Existing
      Advances")
      are
      herein collectively referred to as the "Advances")
      to the
      Borrower from time to time during the period from the date hereof to and
      including the Termination Date (this and certain other capitalized terms are
      defined in Section 7.01),
      provided that (a) at any time the aggregate outstanding amount of the
      Advances and Credit Liabilities shall not exceed the lesser of (i) the
      Revolving Credit Commitments, as such amount may be reduced pursuant to
Section 1.04,
      or
      (ii) the Borrowing Base; and (b) at any time the aggregate outstanding
      amount of a Bank's Advances and its pro rata portion (determined based on the
      Revolving Credit Commitments) of the Credit Liabilities shall not exceed its
      Revolving Credit Commitment. Each Advance shall be in an amount not less than
      $500,000.00. Advances made by each Bank shall be made and maintained at such
      Bank's Applicable Lending Office. Within the limits of the Revolving Credit
      Commitments, the Borrower may borrow, prepay pursuant to Section 2.02
      and
      reborrow under this Section 1.01.

     

    Section
      1.02  Making
      the Advances.
      Each
      Advance shall be made on notice from the Borrower to the Administrative Agent,
      which notice shall: (i) be irrevocable, (ii) only be effective if received
      by
      the Administrative Agent not later than 11:00 A.M. (New York City time) on
      a Business Day (any notice received after such time shall be deemed to be
      received on the next Business Day); (iii) specify the date of the requested
      advance (which must be a Business Day on or after the effective date of the
      receipt of the notice) and the amount thereof; and (iv) select the Interest
      Period therefor pursuant to Section 1.05(b).
      The
      Administrative Agent shall promptly notify the Banks of the content of each
      such
      notice. Not later than 2:00 P.M. (New York City time) on the date of the
      requested Advance and upon fulfillment of the applicable conditions set forth
      in
      Article III, each Bank will make available the amount of the Advance to be
      made by it on such date to the Administrative Agent, at the Principal Office,
      in
      immediately available funds, for the account of the Borrower. The amount so
      received by the Administrative Agent shall, subject to the terms and conditions
      of this Agreement, be made available to the Borrower by no later than
      3:00 P.M. (New York City time): (a) by depositing the same, in
      immediately available funds, in an account of the Borrower (designated by the
      Borrower) maintained with the Administrative Agent at the Principal Office
      or
      (b) as the Borrower may otherwise direct.

     

    Section
      1.03  Commitment
      Fee.
      The
      Borrower agrees to pay to the Administrative Agent for the account of each
      Bank
      a commitment fee on the average daily unused portion of the Revolving Credit
      Commitments from the date hereof until the Termination Date, at a per annum
      rate
      equal to the Commitment Fee Rate, payable quarterly on the last day of each
      calendar quarter during the term of the Revolving Credit Commitments, commencing
      on March 31, 2002 and ending on the Termination Date. As used herein, the
      term "Commitment
      Fee Rate"
      means
      (a) 0.5% through and including December 31, 2004 and (b) with
      respect to any calendar quarter ending after December 31, 2004:
      (i) 0.50% if as of the end of such quarter the Usages for the quarter is
      less than 50%; and (ii) 0.25% if as of the end of the quarter the
      Usage for the quarter is more than or equal to 50%. The term "Usage"
      means a
      percentage determined as of the end of a calendar quarter by dividing
      (a) the average daily outstanding amount of the Advances and Credit
      Liabilities for such quarter by (b) the average daily amount the Revolving
      Credit Commitments for such quarter and multiplying the resulting quotient
      by
      100.

     

    Section
      1.04  Reduction
      or Termination of Revolving Credit Commitments.
      The
      Borrower shall have the right, upon at least five (5) Business Days notice
      to
      the Administrative Agent, to terminate in whole or reduce in part the unused
      portion of the Revolving Credit Commitments, provided
      that
      each partial reduction shall be in the amount of $500,000 or an integral
      multiple thereof, and provided further
      that the
      Borrower shall simultaneously prepay the amount by which the unpaid principal
      amount of the Advances exceeds the Revolving Credit Commitments (after giving
      effect to such notice) plus accrued and unpaid interest on the principal amount
      so prepaid together with all other amounts due pursuant to Section 9.04(b)
      as a
      result of such prepayment. Borrower may not terminate the Revolving Credit
      Commitments while Letters of Credit are outstanding and Borrower may not reduce
      the Revolving Credit Commitments below an amount equal to the aggregate unused
      portion of the stated amount of the Letters of Credit then outstanding. The
      Revolving Credit Commitments may not be reinstated after they have been
      terminated or reduced unless this Agreement is amended in accordance with the
      terms hereof to permit such reinstatement.

     

    
      
        
        

      

      
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    Section
      1.05  Interest.

     

    (a)  Interest
      Rate.
      The
      Borrower shall pay to the Administrative Agent for the account of each Bank
      interest on the unpaid principal amount of each Advance made by such Bank during
      each Interest Period for such Advance, payable quarterly on the last day of
      each
      calendar quarter and on the last day of such Interest Period at an interest
      rate
      equal to the Applicable Margin above the Term Federal Funds Rate; provided
      that
      such rate shall in no event be higher than the maximum interest rate permitted
      by law; and provided further
      that any
      amount of principal which is not paid when due (whether at stated maturity,
      by
      acceleration or otherwise) shall bear interest, from the date on which such
      amount is due until such amount is paid in full, at the Default Rate. No
      provision of this Agreement or the Notes shall require the payment or permit
      the
      collection of interest in excess of the maximum rate permitted by applicable
      law:

     

    (i)  If
      the
      amount of interest computed without giving effect to this provision of
Section 1.05(a)
      and
      payable on any interest payment date in respect of the preceding interest
      computation period would exceed the amount of interest computed in respect
      of
      such period at the maximum rate of interest from time to time permitted (after
      taking into account all consideration which constitutes interest) by laws
      applicable to a Bank (such maximum rate being the "Maximum
      Permissible Rate"),
      the
      amount of interest payable to such Bank on such date in respect of such period
      shall be computed at the Maximum Permissible Rate.

     

    (ii)  If
      at any
      time and from time to time (A) the amount of interest payable to a Bank on
      any interest payment date shall be computed at the Maximum Permissible Rate
      pursuant to the preceding clause (i) and (B) in respect of any subsequent
      interest computation period the amount of interest otherwise payable to such
      Bank would be less than the amount of interest payable to such Bank computed
      at
      the Maximum Permissible Rate, then the amount of interest payable to such Bank
      in respect of such subsequent interest computation period shall continue to
      be
      computed at the Maximum Permissible Rate until the amount of interest which
      would have been payable to such Bank if the total amount of interest had been
      computed without giving effect to this provision of Section 1.05(a).

     

    (b)  Interest
      Period.
      The
      period between the date of each Advance and the date of payment in full of
      such
      Advance shall be divided into successive periods the duration of which are
      determined as herein after described, each such period being an "Interest
      Period"
      for
      such Advance. The Interest Periods in effect for the advances outstanding under
      the Existing Credit Agreement on the effective date hereof shall terminate
      as of
      such date, new three (3) month Interest Periods shall begin as of such date,
      and
      to the extent any Bank incurs additional losses, costs, or expenses due to
      the
      termination of such Interest Periods Borrower agrees to compensate such Bank
      in
      accordance with Section
      9.04(b).
      The
      initial Interest Period for each Advance shall begin on the day of such Advance
      (or with respect to the Existing Advances on the date hereof) and each
      subsequent Interest Period for such Advance shall begin on the last day of
      the
      immediately preceding Interest Period for such Advance. Each Interest Period
      for
      each Advance shall end on the corresponding day in the first, second or third
      week thereafter or the numerically corresponding day in the first, third, sixth,
      ninth or twelfth calendar month thereafter (as Borrower may select) or on such
      other day as Borrower may request if the Banks can (in their sole discretion)
      make such an Interest Period available to the Borrower, except that each
      Interest Period measured in months which commences on the last Business Day
      of a
      calendar month (or on any day for which there is no numerically corresponding
      day in the appropriate subsequent calendar month) shall end on the last Business
      Day of the appropriate subsequent calendar month. Notwithstanding the foregoing:
      (a) any Interest Period which would otherwise extend beyond the Termination
      Date shall end on the Termination Date; and (b) if the Borrower fails to
      select the duration of any Interest Period, the duration of such Interest Period
      shall be three (3) months.

     

    
      
        
        

      

      
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    Section
      1.06  Increased
      Costs.
      If, on
      or after the date hereof, the introduction of or any change in or in the
      interpretation of any law or regulation or the compliance by any Bank with
      any
      guideline or request from any central bank or other governmental authority
      (whether or not having the force of law), shall impose, modify or deem
      applicable any reserve, special deposit or similar requirement against all
      or
      any assets held by, deposits or accounts with, or credit extended by or to,
      such
      Bank or impose on any Bank any other condition affecting the Advances, the
      Notes
      or such Bank's obligation to make Advances, or subject such Bank to, or cause
      the termination or reduction of a previously granted exemption with respect
      to,
      any tax, levy, impost, deduction, charge or withholding with respect to the
      Advances, the Notes or such Bank's obligation to make Advances or change the
      basis of taxation of payment to such Bank of the principal of or interest on
      the
      Advances or any other amounts under this Agreement (except for a change in
      the
      rate of tax on the overall net income of such Bank imposed by the jurisdiction
      in which any such Bank's principal executive office or the lending office is
      located), and the result of any of the foregoing events is to increase the
      cost
      to a Bank of agreeing to make or making, funding, or maintaining the Advances,
      or to reduce the amount of any sums received or receivable by any Bank under
      this Agreement or the Notes, then, the Borrower shall from time to time, upon
      demand by the applicable Bank, pay such additional amounts as will compensate
      such Bank for such increased cost or reduced amount. A certificate of such
      Bank,
      submitted to the Borrower and the Administrative Agent, setting forth the
      amounts of such increased cost or reduced amount and the additional amounts
      to
      be paid to such Bank under this Section shall be conclusive. After such Bank
      notifies the Borrower of any increased cost pursuant to this Section 1.06,
      the
      Borrower may upon at least five Business Days' written notice to such Bank
      (with
      a copy to the Administrative Agent) prepay in full or in part any Advance then
      outstanding and affected by such increased costs, provided
      the
      Borrower shall comply with the prepayment provisions of Section 2.02(b)
      and
      reimburse such Bank for all such increased costs incurred by such Bank and
      pay
      to all Banks any amounts due pursuant to Section 9.04(b).

     

    Section
      1.07  Evidence
      of Debt.
      The
      indebtedness of the Borrower to each Bank resulting from all Advances made
      from
      time to time by such Bank and interest thereon shall be evidenced by a
      promissory note of the Borrower, in substantially the form of Exhibit A
      hereto
      (each a "Note"
      and
      collectively the "Notes"),
      payable to the order of such Bank, in the principal amount of such Bank's
      Revolving Credit Commitment delivered to such Bank pursuant to Article III.

     

    Section
      1.08  Use
      of
      Proceeds.
      The
      proceeds of the Advances will be used solely for the purposes of:
      (a) financing the normal operations of the Borrower and its Subsidiaries as
      such operations exist as of the date hereof, (b) reimbursing the Banks for
      drawings under Letters of Credit and (c) financing the purchase by the
      Borrower of (i) fractional shares of its common stock in connection with a
      reverse stock split resulting from an amendment to its Amended and Restated
      Certificate of Incorporation, and (ii) the subsequent offer to purchase
      whole shares from unaffiliated shareholders; provided that such amendment is
      effective and the offers to make such purchases are made on or before
      December 31, 2003, and that on the effective dates of the respective
      purchases of such fractional shares and whole shares of common stock, the shares
      so purchased shall be cancelled and no longer outstanding. Any Advances received
      by the Borrower when the aggregate amount of the then outstanding Advances
      and
      Credit Liabilities exceeds the Parent Borrowing Base shall be utilized so that
      each Guarantor shall directly benefit from the amount of such excess Advances
      by
      an amount reasonably equivalent to the Borrowing Base valuation of such
      Guarantor's personal property Collateral.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    Section
      1.09  Letters
      of Credit.
      The
      Borrower may utilize the Revolving Credit Commitments by requesting that
      Rabobank issue, and Rabobank, subject to the terms and conditions of this
      Agreement, shall issue, one or more letters of credit for the account of the
      Borrower from time to time from the date hereof, to but excluding the
      Termination Date; provided,
      however,
      that
      after calculation of the participation interests of each Bank in such Letters
      of
      Credit in accordance with this Section
      1.09:

     

    (a)  The
      aggregate amount of outstanding Credit Liabilities shall not at any time exceed
      Three Million Dollars ($3,000,000); and 

     

    (b)  The
      aggregate amount of all Advances and Credit Liabilities outstanding hereunder
      shall never exceed the lesser of the Borrowing Base or the Revolving Credit
      Commitments. 

     

    At
      the
      time of issuance of each Letter of Credit, Rabobank shall be deemed, without
      further action by any party hereto, to have sold to each other Bank, and each
      other Bank shall be deemed, without further action by any party hereto, to
      have
      purchased from Rabobank, a participation in such Letter of Credit to the extent
      of their pro rata portion (determined based on the Revolving Credit Commitments)
      of such Letter of Credit and the related Credit Liabilities.

     

    Section
      1.10  Procedure
      for Issuing Letters of Credit.
      Rabobank shall issue a Letter of Credit no later than five (5) Business Days
      after (a) the Borrower delivers to the Administrative Agent written notice
      requesting the issuance of a Letter of Credit which shall describe the proposed
      terms of such Letter of Credit and the transactions proposed to be supported
      thereby and shall certify to the Banks that the representations and warranties
      contained in Article IV
      shall be
      true and correct and that no Event of Default nor any event that with the giving
      of notice or passage of time, or both, would be an Event of Default shall have
      occurred and shall be continuing and (b) Rabobank receives such other
      information and documentation as Rabobank may request. Rabobank at its option
      may accept telephonic requests for a Letter of Credit, provided
      that
      such acceptance shall not constitute a waiver of Rabobank's right to require
      delivery of written notice in connection with subsequent Letters of Credit.
      Upon
      receipt of such notice, the Administrative Agent shall notify each other Bank
      of
      the face amount and expiry date of such Letter of Credit of such Bank's pro
      rata
      portion (determined based on the Revolving Credit Commitments) of the amount
      of
      the proposed Letter of Credit. Each Letter of Credit shall have an expiration
      date on or prior to the Termination Date, shall be payable in United States
      dollars, must support a transaction that is entered into in the ordinary course
      of Borrower's or one of the Guarantor's business, must be satisfactory in form
      and substance to Rabobank and shall be issued pursuant to an Application for
      Letter of Credit and such other documentation and agreements as Rabobank may
      require. Notwithstanding anything in any Application for Letter of Credit or
      in
      any such other documentation and agreements to the contrary, each Letter of
      Credit and all such documentation and agreements shall be subject to the Uniform
      Customs and Practice for Documentary Credits of the International Chamber of
      Commerce Publication No. 500 and to the extent not inconsistent therewith
      the laws of the State of New York. In the event that there is any conflict
      between the provisions of the other Loan Documents and the provisions of any
      Application for Letter of Credit or any other documentation or agreements
      executed in connection with the issuance of any Letter of Credit, whether now
      or
      hereafter executed, the provision of the other Loan Documents shall govern
      and
      control. 

     

    Section
      1.11  Reimbursement.
      Upon
      receipt by Rabobank of any drawing under a Letter of Credit, Rabobank shall
      promptly notify the other Banks and the Borrower as to the payment date for
      such
      drawing and the amount to be paid as a result of the drawing. Notwithstanding
      anything contained in any Application for Letter of Credit to the contrary,
      the
      Borrower agrees to do one of the following not later than 11:00 A.M. (New
      York City time) on the payment date:

     

    
      
        
        

      

      
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    (a)  make
      available to the Administrative Agent the amount to be paid as a result of
      the
      drawing on the Letter of Credit at the Administrative Agent's Principal Office,
      in immediately available funds, or

     

    (b)  request
      an Advance pursuant to Section 1.02
      hereof
      to make the payment required by Section 1.11(a)
      hereof.

     

    If
      the
      Borrower has not provided the Administrative Agent as of the date and time
      specified above with immediately available funds in the amount to be paid as
      a
      result of the drawing on a Letter of Credit, or has not requested an Advance
      as
      provided above, each Bank shall make, and the Borrower shall accept, an Advance
      on the date of such drawing in the amount equal to such Bank's pro rata portion
      (determined based on the Revolving Credit Commitments) of the amount to be
      paid
      a result of the drawing under the Letter of Credit notwithstanding the fact that
      the Advances may cause the credit limit as set forth herein to be exceeded,
      or
      that the conditions set forth in Section 3.02
      have not
      been satisfied, but without impairing the obligations of the Borrower under
      Subsection 2.02(a);
      provided,
      however,
      that
      such Advances may be applied by the Banks directly to the amount to be paid
      as a
      result of the drawing under the Letter of Credit.

    


    Section
      1.12  Letter
      of Credit Fees.
      The
      Borrower agrees to pay the Administrative Agent, for the account of the Banks,
      in immediately available funds a fee for the issuance and maintenance of a
      Letter of Credit (each Bank to be entitled to its pro rata portion thereof
      determined based on the Revolving Credit Commitments) which shall be computed
      based on the average amount of the Credit Liabilities outstanding for the
      applicable Payment Period (hereinafter defined) at a rate equal to the
      Applicable Margin per annum, based on a 360 day year and the actual number
      of
      days to elapse, and shall be payable on the last day of each calendar quarter
      and on the Termination Date, commencing on the first such date after the
      issuance of the initial Letter of Credit. The term "Payment
      Period"
      as used
      in this Section 1.12
      means
      initially the period from and including the date that the initial Letter of
      Credit is issued to but excluding the date on which such initial quarterly
      fee
      is to be paid hereunder and thereafter means each period of time from and
      including the last day of the preceding calendar quarter to but excluding the
      date on which the quarterly fee in question is to be paid.

     

    Article
      II.

     

    Terms
      of Payments

     

    Section
      2.01  Repayment.
      The
      Borrower shall pay to the Administrative Agent at the Principal Office for
      the
      account of the Banks the aggregate unpaid principal amount of all Advances
      on
      the Termination Date in accordance with the terms of the Notes and this
      Agreement.

     

    Section
      2.02  Prepayments.

     

    (a)  Mandatory.
      If at
      any time the aggregate principal amount of Advances and Credit Liabilities
      at
      such time outstanding shall exceed the Borrowing Base at such time, the Borrower
      shall immediately pay to the Administrative Agent at the Principal Office,
      for
      the account of the Banks, the amount of the excess along with any amounts due
      under Section 9.04(b)
      as a
      result thereof. After all amounts outstanding under the Notes have been paid,
      or
      if no such amounts are outstanding, such prepayment shall be paid to the
      Administrative Agent to be held by the Administrative Agent for the benefit
      of
      itself and each Bank as additional collateral, pursuant to such documentation
      and agreements as the Banks may request, to secure or pay the Credit Liabilities
      outstanding, if any.

     

    
      
        
        

      

      
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    (b)  Optional.
      The
      Borrower may, upon at least one Business Day notice to the Administrative Agent,
      prepay any Advance on the last day of any Interest Period for such Advance
      in
      whole or in part with (i) accrued interest to the date of such prepayment
      on the amount so prepaid and (ii) all amounts due pursuant to Section 9.04(b)
      as a
      result of such prepayment, provided,
      that
      each such prepayment shall be in a principal amount not less than
      $500,000.

     

    Section
      2.03  Payments
      and Computations.

     

    (a)  The
      Borrower shall make each payment of principal, interest and other amounts due
      hereunder and under the Notes to the Administrative Agent at the Principal
      Office for the account of each Bank's Applicable Lending Office not later than
      12:00 Noon (New York City time) on the day when due in lawful money of the
      United States of America (each such payment made after such time on such due
      date to be deemed to have been made on the next succeeding Business Day). The
      Borrower shall, at the time of making each such payment, specify to the
      Administrative Agent the sums payable by the Borrower under this Agreement
      and
      the other Loan Documents to which such payment is to be applied (and in the
      event that the Borrower fails to so specify, or if an Event of Default has
      occurred and is continuing, the Administrative Agent may apply such payment
      to
      the Obligations in such order and manner as it may elect in its sole discretion,
      subject to Section 2.04
      hereof).
      Each payment received by the Administrative Agent under this Agreement or any
      other Loan Document for the account of a Bank shall be paid promptly to such
      Bank in immediately available funds, for the account of such Bank's Applicable
      Lending Office; provided,
      that if
      such payment is received by the Administrative Agent (i) on or before Noon
      (New
      York City time) then such payment shall be paid to such Bank by 3:00 p.m. (New
      York City time) on the day such payment is received by the Administrative Agent
      and (ii) after Noon (New York City time) then such payment shall be paid to
      such
      Bank on the Business Day following the day on which such payment was received
      by
      the Administrative Agent. The Applicable Lending Office for (i) Rabobank is
      at the office of Rabobank at 245 Park Avenue, 36th Floor,
      New York, New York 10167-0062, (ii) First South is at the office of First
      South at 713 South Pear Orchard Road, Suite 102, Ridgeland, Mississippi 39157
      and at P. O. Box 1770, Ridgeland, Mississippi 39158-1770, and
      (iii) Harris is at the office of Harris at 111 West Monroe Street,
      Chicago, Illinois 60603.

     

    (b)  All
      computations of interest and fees hereunder and under the Notes shall be made
      on
      the basis of a year of 360 days, in each case for the actual number of days
      (including the first day but excluding the last day) occurring in the period
      for
      which such interest or fees is payable. Each determination by the Administrative
      Agent of an interest rate hereunder shall be conclusive and binding for all
      purposes.

     

    (c)  Whenever
      any payment to be made hereunder or under the Notes shall be stated to be due,
      or whenever the last day of any Interest Period would otherwise occur, on a
      day
      other than a Business Day, such payment shall be made, and the last day of
      such
      Interest Period shall occur, on the next succeeding Business Day, and such
      extension of time shall in such case be included in the computation of payment
      of interest and fees, as the case may be.

     

    Section
      2.04  Pro
      Rata Treatment.
      Except
      to the extent otherwise provided herein or in the Intercreditor Agreement:
      (a) each Advance shall be made by the Banks under Section 1.01,
      each
      payment of commitment fee under Section 1.03
      and
      letter of credit fees under Section 1.12
      shall be
      made for the account of the Banks, and each termination or reduction of the
      Revolving Credit Commitments under Section 1.04
      shall be
      applied to the Revolving Credit Commitments of the Banks according to such
      Bank's pro rata portion thereof (calculated based on the Revolving Credit
      Commitments); and (b) each payment and prepayment of principal of or
      interest on Advances by the Borrower shall be made to the Administrative Agent
      for the account of the Banks according to each Bank's pro rata portion thereof
      calculated based on the principal amounts of the Advances then outstanding.
      Proceeds of Collateral and recoveries under the Amended Guaranty Agreement
      shall
      be shared as provided in the Intercreditor Agreement.

     

    
      
        
        

      

      
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    Section
      2.05  Sharing
      of Payments, etc.
      If a
      Bank shall obtain payment of any principal of or interest on any of the
      Obligations due to such Bank hereunder through the exercise of any right of
      set-off, banker's lien, counterclaim or similar right, or otherwise (other
      than
      from the Administrative Agent as herein provided), it shall promptly purchase
      from the other Banks participations in the Obligations held by the other Banks
      in such amounts, and make such adjustments from time to time as shall be
      equitable to the end that all the Banks shall hold their pro rata portion
      (calculated based on the Revolving Credit Commitments) in the unpaid principal
      and interest of the Obligations. To such end, all of the Banks shall make
      appropriate adjustments among themselves (by the resale of participations sold
      or otherwise) if all or any portion of such payment is thereafter rescinded
      or
      must otherwise be restored. The Borrower agrees, to the fullest extent it may
      effectively do so under applicable law, that any Bank so purchasing a
      participation in the Obligations by the other Banks may exercise all rights
      of
      set-off, banker's lien, counterclaim, or similar rights with respect to such
      participation as fully as if such Bank were a direct holder of Obligations
      to
      the Borrower in the amount of such participation. Nothing contained herein
      shall
      require any Bank to exercise any such right or shall affect the right of any
      Bank to exercise, and retain the benefits of exercising, any such right with
      respect to any other indebtedness or obligation of the Borrower.

     

    Section
      2.06  Non-Receipt
      of Funds by the Administrative Agent.
      Unless
      the Administrative Agent shall have been notified by a Bank or the Borrower
      (the
      "Payor")
      prior
      to the date on which such Bank is to make payment to the Administrative Agent
      of
      the proceeds of an Advance or draw under a letters of credit to be made by
      it
      hereunder or the Borrower is to make a payment to the Administrative Agent
      for
      the account of one or more of the Banks, as the case may be (such payment being
      herein called the "Required
      Payment"),
      which
      notice shall be effective upon receipt, that the Payor does not intend to make
      the Required Payment to the Administrative Agent, the Administrative Agent
      may
      assume that the Required Payment has been made and may, in reliance upon such
      assumption (but shall not be required to), make the amount thereof available
      to
      the intended recipient on such date and, if the Payor has not in fact made
      the
      Required Payment to the Administrative Agent, the recipient of such payment
      shall, on demand, pay to the Administrative Agent the amount made available
      to
      it together with interest thereon in respect of the period commencing on the
      date such amount was so made available by the Administrative Agent until the
      date the Administrative Agent recovers such amount at a rate per annum equal
      to,
      with respect to any Bank, the 30 day Term Federal Funds Rate and with respect
      to
      the Borrower, at the 30 day Term Federal Funds Rate plus 3.00% and (b) the
      Administrative Agent shall be entitled to offset against any and all sums to
      be
      paid to such recipient, the amount calculated in accordance with the foregoing
      clause (a).

     

    Article
      III.

     

    Conditions
      Precedent

     

    Section
      3.01  Conditions
      Precedent to the Initial Advance.
      The
      obligation of each Bank to make its initial Advance hereunder (excluding the
      Existing Advances) are subject to the condition precedent that the Banks shall
      have received on or before the date of such initial Advance the following,
      each
      dated such day, in form and substance satisfactory to the Banks:

     

    (a)  The
      Notes.

     

    (b)  A
      Modification of Mortgage, Deed of Trust, Future Advance Deed of Trust, Security
      Agreement, Assignment of Rents and Financing Statement dated as of the date
      hereof duly executed by the Borrower, Cal-Maine Farms, Inc., and Rabobank to
      be
      filed in Franklin County, North Carolina in the form attached hereto as
Exhibit D.

     

    
      
        
        

      

      
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    (c)  A
      Modification of Mortgage, Deed of Trust, Future Advance Deed of Trust, Security
      Agreement, Assignment of Rents and Financing Statement dated as of the date
      hereof duly executed by the Borrower and Rabobank to be filed in Hinds County,
      Mississippi in the form attached hereto as Exhibit E.

     

    (d)  Such
      other duly executed amendments to the Collateral Documents and endorsements
      to
      title insurance policies relating thereto as the Administrative Agent may
      request to ensure the continued validity thereof after giving effect to the
      extension of the Termination Date and other amendments contemplated
      hereby.

     

    (e)  Evidence
      that all other actions as may be necessary or, in the opinion of the
      Administrative Agent, desirable to perfect and protect the security interest
      and
      liens created by the Consolidated Security Agreement and Mortgages have been
      taken.

     

    (f)  An
      amendment to and waiver of the defaults arising under (i) the Dairy Facility
      Reimbursement Agreement, duly executed by the Borrower and Rabobank and (ii)
      the
      Harris Term Agreement, duly executed by the Borrower and Harris.

     

    (g)  Certified
      copies of (i) resolutions of the Board of Directors of each Loan Party
      evidencing approval of each Loan Document to which it is a party and the matters
      contemplated thereby, and (ii) all documents evidencing other necessary
      corporate action and governmental approvals, if any, with respect to each such
      Loan Document.

     

    (h)  A
      certificate of the Secretary or an Assistant Secretary of each Loan Party
      certifying the names and true signatures of the officers of such Loan Party
      authorized to sign each Loan Document to which it is a party and the other
      documents contemplated hereby or to be delivered by it hereunder. The Banks
      may
      conclusively rely on each such certificate until they shall receive a further
      certificate of the Secretary or an Assistant Secretary of the respective Loan
      Party canceling, amending or replacing the prior certificate.

     

    (i)  An
      amendment fee in the aggregate amount of $227,500 in consideration for each
      Bank's agreement to amend and restate the Existing Credit Agreement and waive
      the Existing Defaults (the Administrative Agent agreeing to pay each Bank its
      pro rata portion thereof, calculated based on the Revolving Credit
      Commitments).

     

    (j)  Evidence
      that the Required Holders (as defined in the Note Agreement) have

     

    (i)  waived
      the Borrower's defaults under subsections 7.1(a) and (e) of the Note Agreement
      in accordance with Section 9.1 of the Note Agreement; and

     

    (ii)  consented
      to the amendment to the definitions of the terms "Borrowing Base" and "Eligible
      Receivable" as amended by this Agreement (by execution of the consent attached
      hereto).

     

    (k)  Such
      documentation as the Administrative Agent may request to evidence the joinder
      of
      South Texas Applicators, Inc. and Southern Equipment Distributors, Inc. to
      the
      Amended Guaranty Agreement and the Consolidated Security Agreement, each as
      a
      guarantor and debtor, respectively, thereunder.

     

    (l)  A
      favorable opinion of counsel for the Borrower and the Guarantors, in form and
      substance acceptable to the Banks and addressing such matters as the Banks
      may
      reasonably request.

     

    
      
        
        

      

      
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    Section
      3.02  Conditions
      Precedent to All Advances.
      The
      obligation of each Bank to make any Advance (including the initial Advance)
      shall be subject to the further conditions precedent that, on the date of such
      Advance both immediately before and immediately after given effect
      thereto:

     

    (a)  The
      following statements shall be true and the acceptance by the Borrower of the
      proceeds of such Advance shall constitute a representation and warranty by
      each
      Loan Party (as to each Loan Document to which it is a party), that:

     

    (i)  The
      representations and warranties contained in Section 4.01
      of this
      Agreement and contained in each other Loan Document are correct on and as of
      the
      date of such Advance as though made on and as of such date;

     

    (ii)  No
      event
      has occurred and is continuing, or would result from such Advance, which
      constitutes an Event of Default or would constitute an Event of Default but
      for
      the requirement that notice be given or time elapse or both;

     

    (iii)  The
      aggregate principal amount of Advances and Credit Liabilities outstanding,
      after
      giving effect to such Advance, does not exceed the lesser of the Borrowing
      Base
      or the Revolving Credit Commitments;

     

    (b)  The
      Administrative Agent shall have received such other approvals, opinions or
      documents as it or any Bank may reasonably request.

     

    Article
      IV.

     

    Representations
      and Warranties

     

    Section
      4.01  Representations
      and Warranties of the Borrower.
      The
      Borrower represents and warrants to the Administrative Agent and the Banks
      as
      follows:

     

    (a)  The
      Borrower is a corporation duly incorporated, validly existing and in good
      standing under the laws of the state of Delaware and is duly qualified as a
      foreign corporation to do business and is in good standing in every jurisdiction
      where the nature of its business requires it to be so qualified.

     

    (b)  The
      execution, delivery and performance by the Borrower of each Loan Document to
      which it is or will be a party are within the Borrower's corporate powers,
      have
      been duly authorized by all necessary corporate action, do not contravene
      (i) the Borrower's charter or bylaws or (ii) any law or any
      contractual restriction binding on or affecting the Borrower, and do not result
      in or require the creation of any lien, security interest or other charge or
      encumbrance (other than pursuant hereto) upon or with respect to any of its
      properties.

     

    (c)  No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or regulatory body is required for the due execution,
      delivery and performance by the Borrower of any Loan Document to which it is
      or
      will be a party.

     

    (d)  This
      Agreement is and the Notes and each other Loan Document to which the Borrower
      is
      or will be a party when delivered hereunder will be, legal, valid and binding
      obligations of the Borrower enforceable against the Borrower in accordance
      with
      their respective terms.

     

    (e)  The
      consolidated balance sheet of the Borrower and its Subsidiaries on or about
      June 2, 2001, and the related consolidated and consolidating statements of
      income and retained earnings of the Borrower and its Subsidiaries for the Fiscal
      Year then ended, certified by independent public accountants, and the
      consolidated and consolidating balance sheet of the Borrower and its
      Subsidiaries on or about December 1, 2001, and the related consolidated and
      consolidating statements of income and retained earnings of the Borrower and
      its
      Subsidiaries for the six month period then ended, copies of each of which have
      been furnished to the Administrative Agent and the Banks, fairly present the
      financial condition of the Borrower and its Subsidiaries as at such date and
      the
      results of the operations of the Borrower and its Subsidiaries for the period
      ended on the dates reflected therein, all in accordance with generally accepted
      accounting principles consistently applied, and since June 2, 2001, there
      has been no material adverse change in such condition or operations other than
      as set forth in the December 1, 2001 reports provided to the Banks.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (f)  The
      Borrower and each Subsidiary have filed all tax returns (Federal, State and
      local) required to be filed and paid all taxes shown thereon to be due,
      including interest and penalties, or provided adequate reserves for payment
      thereof.

     

    (g)  There
      is
      no pending or threatened action or proceeding affecting the Borrower before
      any
      court, governmental agency or arbitrator, which may materially adversely affect
      the financial condition or operations of the Borrower or any of its
      Subsidiaries.

     

    (h)  The
      Guarantors are the only Subsidiaries of, and are wholly-owned by, the Borrower
      except: (i) CM Partnership whose 99% limited partnership interest is owned
      by Cal-Maine Farms, Inc. and whose 1% general partnership is owned by Borrower;
      (ii) CMF of Kansas whose is owned 99% by Borrower and 1% by Cal-Maine
      Farms, Inc.; (iii) as of October 13, 2005, Borrower owns 51% of
      Hillandale, LLC and Hillandale, LLC is not a Guarantor and (iv) as of
      October 13, 2005, Borrower owns approximately 71% of American Egg Products
      LLC and American Egg Products LLC is not a Guarantor.

     

    (i)  Following
      application of the proceeds of each Advance, not more than 25 percent of the
      value of the assets (either of the Borrower only or of the Borrower and its
      Subsidiaries on a consolidated basis) subject to the provisions of Sections 5.02(e)
      or
5.02(f)
      or
      subject to any restriction contained in any agreement or instrument, between
      the
      Borrower or any of its Subsidiaries and any Bank or any affiliate of any Bank
      relating to Debt and within the scope of Section 6.01(d),
      will be
      margin stock (within the meaning of Regulation U issued by the Board of
      Governors of the Federal Reserve System).

     

    (j)  The
      Fiscal Year for the Borrower and its Subsidiaries is the 52 or 53 week period,
      as the case may be, beginning on the date which is one day after the date of
      the
      preceding Fiscal Year end, and ending on the Saturday closest to
      May 31.

     

    (k)  As
      of
      October 13, 2005, neither Borrower nor any Pledgor maintains any commodity
      futures margin accounts.

     

    (l)  The
      present fair salable value of the Assets of the Borrower and each Pledgor is
      greater than the amount that will be required to pay its probable liability
      for
      its existing Debts as they become absolute and matured. For the purposes of
      this
      clause (l), "Assets" means any property of the party in question not exempt
      from liability for its Debts, and "Debts" means any legal liability, including
      the liability under the Loan Documents, whether matured or unmatured, liquidated
      or unliquidated, absolute, fixed or contingent. Neither the Borrower nor any
      Pledgor intends to, or believes that it will, incur Debts beyond its ability
      to
      pay as they mature.

     

    (m)  Neither
      the Borrower nor any Pledgor is "insolvent" (as defined in
      11 U.S.C. 101(32)). Neither the Borrower nor any Pledgor is engaged,
      nor does it intend to engage, in any business or transaction for which its
      property, excluding an amount equal to the Obligations, is an unreasonably
      small
      capital. Neither the Borrower nor any Pledgor intends through the transactions
      contemplated by the Loan Documents to hinder, delay, or defraud either present
      or future creditors.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (n)  Cal-Maine
      Farms, Inc. owns and will operate the pullet growing, egg production, and
      processing facility located near Edwards, Mississippi and the egg production
      and
      processing facility located near Greensburg, Louisiana (together the
      "New
      Locations").

     

    (o)  Upon
      the
      dissolution of Cal-Maine Egg Products, Inc., all assets of Cal-Maine Egg
      Products, Inc. were transferred to the Borrower. Borrower hereby acknowledges
      and agrees that such assets were transferred subject to the liens and security
      interests granted to the Agent which liens and security interests continue
      therein under the terms of the Consolidated Security Agreement. The assets
      of
      Cal-Maine Egg Products, Inc. transferred to Borrower are located at one or
      more
      of the Borrower's locations disclosed pursuant to the Consolidated Security
      Agreement.

     

    Article
      V.

     

    Covenants
      of the Borrower

     

    Section
      5.01  Affirmative
      Covenants.
      So long
      as the Obligations or any part thereof are outstanding or any Bank shall have
      any Revolving Credit Commitment hereunder, the Borrower will, unless the Banks
      shall otherwise consent in writing:

     

    (a)  Compliance
      with Laws, etc.
      Comply,
      and cause each of its Subsidiaries to comply, in all material respects with
      all
      applicable laws, rules, regulations and orders, such compliance to include,
      without limitation, paying before the same become delinquent all taxes,
      assessments and governmental charges imposed upon it or upon any of its property
      except to the extent contested in good faith.

     

    (b)  Payment
      of Taxes, etc.
      Pay and
      discharge, and cause each Subsidiary to pay and discharge, before the same
      shall
      become delinquent, (i) all taxes, assessments and governmental charges or
      levies imposed upon it or upon its property, and (ii) all lawful claims
      which, if unpaid, might by law become a lien upon its property; provided,
      however,
      that
      neither the Borrower nor any Subsidiary shall be required to pay or discharge
      any such tax, assessment, charge or claim which is being contested in good
      faith
      and by proper proceedings.

     

    (c)  Preservation
      of Corporate Existence, etc.
      Preserve and maintain, and except as permitted by Section 5.02(e),
      cause
      each Subsidiary to preserve and maintain, its corporate existence, rights
      (charter and statutory) and franchises.

     

    (d)  Keeping
      of Books.
      Keep,
      and cause each Subsidiary to keep, proper books of record and account, in which
      full and correct entries shall be made of all financial transactions and the
      assets and business of the Borrower and each Subsidiary in accordance with
      generally accepted accounting principles consistently applied.

     

    (e)  Visitation
      Rights.
      At any
      reasonable time and from time to time, permit the Administrative Agent and
      each
      Bank or any agents or representatives thereof, to examine and make copies of
      and
      abstracts from the records and books of account of, and visit the properties
      of,
      the Borrower and any of its Subsidiaries, and to discuss the affairs, finances
      and accounts of the Borrower and any of its Subsidiaries with any of their
      respective officers or directors.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (f)  Maintenance
      of Properties, etc.
      Maintain and preserve, and cause each Subsidiary to maintain and preserve,
      all
      of its properties which are used or useful in the conduct of its business in
      good working order and condition, ordinary wear and tear excepted.

     

    (g)  Maintenance
      of Insurance.
      Maintain, and cause each Subsidiary to maintain, insurance with responsible
      and
      reputable insurance companies or associations in such amounts and covering
      such
      risks as is usually carried by companies engaged in similar businesses in the
      same general areas in which the Borrower or such Subsidiary
      operates.

     

    (h)  Working
      Capital.
      Borrower will maintain a ratio of consolidated current assets to consolidated
      current liabilities (excluding current deferred income taxes) of the Borrower
      and its Subsidiaries of not less than 1.25 to 1. Consolidated current
      liabilities shall include the current portion of the indebtedness incurred
      pursuant to this Agreement, the Dairy Facility Reimbursement Agreement and
      the
      Note Agreement.

     

    (i)  Tangible
      Net Worth.
      Maintain an excess of consolidated total tangible assets over consolidated
      total
      liabilities of the Borrower and the Subsidiaries in an amount not less than
      the
      amount set forth below at all times during the applicable periods set forth
      below:

     

    (i)  from
      and
      including March 1, 2003 and through August 31, 2003, Fifty-Five
      Million Dollars ($55,000,000);

     

    (ii)  from
      and
      including September 1, 2003 and through February 27, 2004, Fifty-Three
      Million Dollars ($53,000,000); and

     

    (iii)  from
      and
      including February 28, 2004 and at all times thereafter, (A) Ninety Million
      Dollars ($90,000,000) plus
      (B)
      forty five percent (45%) of Borrower's cumulative net income determined on
      a
      consolidated basis in accordance with GAAP for each Fiscal Year to have
      completely elapsed as of the date of determination, commencing with the Fiscal
      Year ending May 28, 2005.

     

    (j)  Total
      Funded Debt to Total Capitalization.
      Not at
      any time permit the ratio of Total Funded Debt to Total Capitalization to
      exceed: (i) 70%, during the period beginning on March 2, 2003 and
      continuing through February 27, 2004 and (ii) 55%, during the
      period from and including February 28, 2004 and at all times
      thereafter. As used in this covenant the following terms have the following
      meanings:

     

    "Consolidated
      Tangible Net Worth"
      means,
      as of any date of determination, the sum of the capital stock (including
      nonredeemable preferred stock but subtracting treasury stock) and additional
      paid-in capital plus retained earnings (or minus accumulated deficit) of the
      Borrower and the Subsidiaries, on a consolidated basis determined in conformity
      with GAAP, minus
      intangible assets such as organization costs and franchise costs, intangible
      assets recorded in accordance with Financial Accounting Standards No. E7,
      deferred debits not relating to future tax benefits and all good will, trade
      names, trademarks, patents and other like intangibles.

     

    "Contingent
      Liabilities"
      means
      any agreement, undertaking or arrangement by which any Person
      (i) guarantees, endorses or otherwise becomes or is contingently liable
      upon (by direct or indirect agreement, contingent or otherwise, to provide
      funds
      for payment, to supply funds to, or otherwise to invest in, a debtor, or
      otherwise to assure a creditor against loss) the debt, obligation or other
      liability of any other Person (other than by endorsements of instruments in
      the
      course of collection), or (ii) guarantees the payment of dividends or other
      distributions upon the shares of any other Person, or (iii) undertakes or
      agrees (contingently or otherwise) (a) to purchase, repurchase, or
      otherwise acquire any Debt, obligation or liability or any security therefor,
      or
      (b) to provide funds for the payment or discharge thereof (whether in the
      form of loans, advances, stock purchases, capital contributions or otherwise),
      or (c) to make payment other than for values received, or (d) to
      maintain solvency, assets, level of income, or other financial condition. The
      amount of any Person's obligation under any Contingent Liability shall (subject
      to any limitation set forth therein) be deemed to be the outstanding principal
      amount of the debt, obligation or other liability guaranteed or supported
      thereby.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    "Debt"
      of any
      Person means: (i) all obligations of such Person for borrowed money and all
      obligations evidenced by bonds, debentures, notes, acceptances or other similar
      instruments; (ii) all obligations relative to the face amount of all
      letters of credit, if drawn, and banker's acceptances issued for the account
      of
      such Person; (iii) all obligations as lessee under leases which have been
      or should be, in accordance with GAAP, recorded as capitalized lease
      liabilities; (iv) all obligations of such Person to pay the deferred
      purchase price of property or services (other than accounts payable arising
      in
      the ordinary course of business payable on terms customary in the trade),
      (v) indebtedness secured by a Lien on property owned or being purchased by
      such Person whether or not such indebtedness shall have been assumed by such
      Person or is limited in recourse; (vi) all Contingent Liabilities of such
      Person in respect of any Debt of any Person, and (vii) any hedging
      obligations, if and to the extent such obligations must appear as a liability
      upon a balance sheet of such Person prepared in accordance with GAAP,
      consistently applied.

     

    "Funded
      Debt"
      of any
      Person means all Debt that matures more than one year from the date of
      determination or matures within one year from such date but is renewable or
      extendable, at the option of the debtor, to a date more than one year from
      such
      date or arises under a committed revolving credit or similar agreement that
      obligates the lender to extend credit during a period of more than one year
      from
      such date (in each case including amounts of Funded Debt required to be paid
      or
      prepaid within one year from the date of determination).

     

    "GAAP"
      means
      United States generally accepted accounting principles (including principles
      of
      consolidation), in effect from time to time.

     

    "Lien"
      means
      any security interest, whether or not filed, recorded or perfected under
      applicable law, mortgage, deed of trust, charge, pledge, hypothecation,
      collateral assignment, deposit arrangement, encumbrance, lien (statutory or
      other), conditional sales or other title retention agreement, any lease, whether
      or not filed, recorded or perfected under applicable law, and the filing of
      any
      financial statement under the Uniform Commercial Code or comparable law of
      any
      jurisdiction.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    "Person"
      means
      any individual, sole proprietorship, joint venture, partnership, limited
      liability company, association, unincorporated organization, joint-stock company
      or association, trust, corporation, entity, institution or government
      body.

     

    "Total
      Capitalization"
      means,
      as of any date of determination, the sum of (i) Consolidated Tangible Net
      Worth plus (ii) Total Funded Debt.

     

    "Total
      Funded Debt"
      means,
      as of any date of determination, the sum of all Funded Debt for the Borrower
      and
      the Subsidiaries on a consolidated basis.

     

    (k)  Cash
      Flow Coverage Ratio.
      As of
      the end of each Fiscal Quarter set forth in the table below, maintain a ratio
      of
      Operating Cash Flow to Fixed Charges of not less than the ratio set forth in
      the
      table below opposite the applicable Fiscal Quarter:

     

    
      	
              Fiscal
                Quarter ending on or about

            	
              Ratio

            
	
              December
                1, 2001

            	
              0.95
                to 1.00

            
	
              March
                2, 2002

            	
              0.78
                to 1.00

            
	
              June
                1, 2002

            	
              0.75
                to 1.00

            
	
              August 31,
                2002

            	
              0.85
                to 1.00

            
	
              November
                30, 2002

            	
              0.90
                to 1.00

            
	
              March
                1, 2003

            	
              1.15
                to 1.00

            
	
              May 31,
                2003 and
                each Fiscal Quarter ending thereafter

            	
              1.25
                to 1.00

            


    

    


    As
      used
      herein, the following terms shall have the following meanings:

     

    "Fixed
      Charges"
      means,
      as of any date of determination, the sum of the following for the Borrower
      and
      the Subsidiaries (calculated without duplication on a consolidated basis) for
      the completed four quarter period immediately proceeding the date of
      determination or with respect to clause (ii) below, as of the date of
      determination: (i) all cash interest paid or payable for such period;
      (ii) the current maturities of long term Debt as carried on the Borrower's
      consolidated balance sheet as of the date of determination (including payments
      made under capital leases); (iii) all cash dividends paid on the capital
      stock of Borrower for such period; and (iv) all cash paid for the repurchase
      of
      the capital stock of Borrower pursuant to Section
      5.02(b)(ii)
      for such
      period.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    "Operating
      Cash Flow"
      means,
      as of any date of determination, the sum of (A) plus (B), with

     

    (A) equal
      to
      the quotient obtained by dividing by 3 the sum of (i) the net income of
      Borrower and the Subsidiaries determined on a consolidated basis for the
      completed twelve quarter period immediately proceeding the date of determination
      plus
      (ii), to the extent deducted in determining net income, all cash franchise
      and income taxes paid or payable by Borrower and the Subsidiaries during the
      completed twelve quarter period immediately proceeding the date of determination
      and with

     

    (B) equal
      to
      the sum of, but without duplication and only in each case to the extent deducted
      in determining net income, (i) depreciation and amortization expenses for
      the completed four quarter period immediately preceding the date of
      determination; plus
      (ii) all cash interest paid or payable by Borrower and the Subsidiaries for
      the completed fourth quarter period immediately proceeding the date of
      determination.

     

    For
      purposes of this definition of Operating Cash Flow and the definition of the
      term "EBITDA"
      (which
      is set out in the definition of the term "Debt to EBITDA Ratio"), net income
      of
      Borrower and the Subsidiaries shall be calculated to exclude minority interests
      in Subsidiary earnings and the income of any Subsidiary to the extent the
      payment of such income in the form of a distribution or repayment of any Debt
      to
      the Borrower or a Subsidiary is not permitted, whether on account of any charter
      or by-law restriction, any agreement, instrument, deed or lease or any law,
      statute, judgment, decree or governmental order, rule or regulation applicable
      to such Subsidiary.

     

    (l)  Reporting
      Requirements.
      Furnish
      to each Bank: (i) as soon as possible and in any event within five days
      after the occurrence of each Event of Default or each event which, with the
      giving of notice or lapse of time, or both, would constitute an Event of
      Default, continuing on the date of such statement, a statement of the chief
      financial officer of the Borrower setting forth details of such Event of Default
      or event and the action which the Borrower proposes to take with respect
      thereto; (ii) as soon as available and in any event within 30 days after
      the end of each of the first eleven calendar months of each Fiscal Year of
      the
      Borrower, consolidated and consolidating balance sheets of the Borrower and
      its
      Subsidiaries as of the end of such month and consolidated statements of income
      and retained earnings of the Borrower and its Subsidiaries for the period
      commencing at the end of the previous Fiscal Year and ending with the end of
      such month, certified by the chief financial officer of the Borrower;
      (iii) as soon as available and in any event within 90 days after the end of
      each Fiscal Year of the Borrower, a copy of the annual report for such year
      for
      the Borrower and its Subsidiaries, including therein consolidated and
      consolidating balance sheets of the Borrower and its Subsidiaries as of the
      end
      of such Fiscal Year and consolidated and consolidating statements of income
      and
      retained earnings and of source and applications of funds of the Borrower and
      its Subsidiaries for such Fiscal Year certified in a manner acceptable to the
      Banks by independent public accountants acceptable to the Banks; (iv) each
      regular and other material report, registration, or prospectus filed by the
      Borrower with the Securities and Exchange Commission or any national securities
      exchange; (v) on or before the last Business Day of each calendar month, a
      Borrowing Base Certificate dated as of the last day of the next preceding
      calendar month; (vi) accompanying each financial statement delivered
      hereunder as of the end of any Fiscal Year or as of the end of any month that
      corresponds with the end of any quarter in any Fiscal Year, a properly completed
      and executed compliance certificate in substantially the form of Exhibit C
      hereto;
      and (vii) such other information respecting the business, properties,
      condition or operations, financial or otherwise, of the Borrower as any Bank
      may
      from time to time reasonably request.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    (m)  Post
      Closing Items.
      The
      Borrower will deliver to each Bank, in form and substance satisfactory to the
      Banks, on or before March 22, 2002, evidence that the Required Holders (as
      defined in the Note Agreement) have amended the terms of the Note Agreement
      in a
      manner consistent with the Borrower's request and in a manner acceptable to
      the
      Banks. 

     

    Section
      5.02  Negative
      Covenants.
      So long
      as the Obligations or any part thereof are outstanding or any Bank shall have
      any Revolving Credit Commitment hereunder, the Borrower will not, without the
      written consent of the Banks:

     

    (a)  Guaranteed
      Indebtedness.
      Create,
      incur, assume or suffer to exist, or permit any Subsidiary to create, incur,
      assume or suffer to exist, any Contingent Liabilities in respect of any Debt
      of
      any other Person except: (i) pursuant to the Amended Guaranty Agreement;
      (ii) by reason of endorsement of negotiable instruments for deposit or
      collection or similar transactions in the ordinary course of business;
      (iii) for a guaranty executed by Borrower guaranteeing the Debt of Delta
      Egg Farm LLC, provided the liability under such guaranty does not exceed
      $10,800,000 in the aggregate at any time, (iv) for a guaranty executed by
      the Borrower guaranteeing the obligations for borrowed money of Hillandale,
      LLC,
      provided the liability under such guaranty does not exceed at any time the
      aggregate principal amount of $2,000,000 and (v) for the obligations of the
      Borrower as a guarantor or a co-borrower in respect of the Hillandale Term
      Loan.

     

    (b)  Dividends,
      etc.
      Declare
      or pay any dividends, purchase, or otherwise acquire for value any of its
      capital stock now or hereafter outstanding, or make any distribution of assets
      to its stockholders as such, or permit any of its Subsidiaries to purchase
      or
      otherwise acquire for value any stock of the Borrower; provided that the
      Borrower may:

     

    (i)  as
      long
      as no Event of Default nor any event that with the giving of notice or lapse
      of
      time or both would be an Event of Default exists or would result, declare and
      pay quarterly dividends on its common stock in an aggregate amount not to exceed
      $500,000 per calendar quarter; and

     

    (ii)  repurchase
      shares of its common stock as long as:
      (A) no Event of Default nor any event that with the giving of notice or
      lapse of time or both would be an Event of Default exists or would result and
      (B) the aggregate amount paid in any Fiscal Year to repurchase such shares
      shall not exceed $500,000.

     

    (c)  Capital
      Expenditures.
      Make,
      nor will it permit any Subsidiary to make, any expenditures for fixed or capital
      assets (but excluding, to the extent included, the expenditures for rolling
      stock and expenditures made to acquire the membership interest in Hillandale,
      LLC) which would cause the aggregate of all such expenditures made by the
      Borrower and its Subsidiaries in any period of four (4) consecutive Fiscal
      Quarters to exceed the consolidated depreciation of the Borrower and the
      Subsidiaries for such period.

     

    (d)  Maintenance
      of Ownership of Subsidiaries.
      Sell or
      otherwise dispose of any shares of capital stock or other ownership interests
      in
      any Subsidiary or permit any Subsidiary to issue, sell or otherwise dispose
      of
      any shares of capital stock or other ownership interests in any other
      Subsidiary, except to the Borrower or any Subsidiary.

     

    (e)  Mergers,
      etc.
      (A) The Borrower will not, and will not permit any Subsidiary, to merge
      with or into or consolidate with or into, or convey, transfer, lease or
      otherwise dispose of (whether in one transaction or in a series of transactions)
      all or substantially all of its assets (whether now owned or hereafter acquired)
      to, or acquire all or substantially all of the assets of or the securities
      or
      other ownership interest issued by any party, except that: (i) any
      Subsidiary may merge or consolidate with any Guarantor and any Subsidiary may
      transfer assets to any Guarantor; (ii) the Borrower or any Guarantor may
      acquire all or substantially all of the assets of or the securities or other
      ownership interests issued by any party engaged in the production and
      distribution of eggs; provided
      that
      upon or within thirty days of the acquisition of all the securities or other
      ownership interests issued by such a party or, if the Borrower establishes
      a
      Subsidiary to acquire all or substantially all the assets of such a party,
      within thirty days of such asset acquisition, the Borrower shall cause such
      party (in the case of the acquisition of ownership interests) or, if applicable,
      such new Subsidiary to execute and deliver a Subsidiary Joinder Agreement and
      such other documentation as the Administrative Agent may request to cause such
      Subsidiary to evidence, perfect, or otherwise implement the guaranty and pledge
      of collateral contemplated by the Amended Guaranty Agreement and Consolidated
      Security Agreement (except that neither Hillandale, LLC nor American Egg
      Products LLC shall be required to execute and deliver a Subsidiary Joinder
      Agreement or otherwise implement the guaranty and pledge of collateral
      contemplated by the Amended Guaranty Agreement and Consolidated Security
      Agreement under the terms of this proviso); and (iii) any Subsidiary may
      merge into or transfer assets to the Borrower; provided
      in each
      case that, immediately after giving effect thereto, no event shall occur and
      be
      continuing which constitutes an Event of Default or which with the giving of
      notice or lapse of time or both would constitute an Event of Default and the
      obligations arising under the Collateral Documents are complied with which
      relate to the creation and perfection of the liens and security interests in
      favor of the Agent in any Collateral and (B) the Borrower will not, and
      will not permit any Subsidiary to, engage in any line or lines of business
      activity other than the production and distribution of eggs and any other
      business in which they are engaged as of June 3, 1997.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (f)  Sales,
      etc.
      of
      Assets.
      Sell,
      lease, transfer or otherwise dispose of, or permit any Subsidiary to sell,
      lease, transfer or otherwise dispose of, any substantial part of its assets,
      including (without limitation) substantially all assets constituting the
      business of a division, branch or other unit operation, except in the ordinary
      course of its business or in connection with a transaction authorized by
subsection (e)
      of this
      Section.

     

    (g)  Fiscal
      Year.
      Change,
      or permit any Subsidiary to change, its Fiscal Year.

     

    (h)  Investments
      in Delta Egg.
      Make or
      permit to remain outstanding any advance, loan, extension of credit, or capital
      contribution to or investment in Delta Egg Farm LLC or any affiliate thereof,
      or
      purchase or own any equity interests, notes, debentures, or other securities
      issued by Delta Egg Farm LLC or any affiliate thereof (each of the foregoing,
      an
      "Investment"),
      except the Borrower's equity investment in Delta Egg Farm LLC as of
      November 30, 2001 and the Borrower's advances, loans, and extensions of
      credit to Delta Egg Farm LLC in an aggregate amount not to exceed $200,000
      at
      any time outstanding.

     

    (i)  Investments
      in Non-Guarantor Subsidiaries.
      Make or
      permit to remain outstanding any advance, loan, extension of credit, or capital
      contribution to or investment in Hillandale, LLC or American Egg Products
      LLC or any affiliate thereof, or purchase or own any equity interests, notes,
      debentures, or other securities issued by Hillandale, LLC or American Egg
      Products LLC (each of the foregoing, an "Investment"),
      except:

     

    (i)  the
      Borrower may acquire 100% of the membership interests in Hillandale, LLC
      pursuant to the terms of that certain Agreement to Form a Limited Liability
      Company, Transfer Assets Thereto, and Purchase Units of Membership Therein
      dated
      July 28, 2005 (the "Hillandale
      Agreement")
      among
      Borrower, Hillandale Farms of Florida, Inc. and Hillandale Farms, Inc. and
      Jack
      E. Hazen, Jack E. Hazen, Jr., Homer E. Hunnicut, Jr., Orland R. Bethel and
      Dorman W. Mizellas (as the same exists as of October 13, 2005 without
      giving effect to any amendment or other modification thereof after
      October 13, 2005 unless modified with the consent of the
      Banks);

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    (ii)  advances,
      loans and extensions of credit to Hillandale, LLC as long as: (A) no Event
      of Default exists or would result therefrom; (B) the aggregate outstanding
      principal amount of all such advances, loans and extensions of credit shall
      never exceed $10,000,000 at any time; and (C) Hillandale, LLC's obligations
      to repay such advances, loans and extensions of credit shall be evidenced by
      a
      promissory note in form and substance acceptable to the Administrative Agent
      which shall be delivered to the Agent, endorsed payable to the order of the
      Agent and pledged to the Agent (for the benefit of the Banks) to secure the
      Obligations; and

     

    (iii)  the
      Borrower may acquire and own the membership interests in American Egg Products
      LLC that it owns on October 13, 2005 after giving effect to the acquisition
      of 51% of the membership interests in Hillandale, LLC; and

     

    (iv)  advances,
      loans and extensions of credit to American Egg Products LLC as long as:
      (A) no Event of Default exists or would result therefrom; and (B) the
      aggregate outstanding principal amount of all such advances, loans and
      extensions of credit shall never exceed $2,000,000 at any time.

     

    (j)  Indebtedness
      of Hillandale, LLC.
      Permit
      Hillandale, LLC to create, incur, assume or suffer to exist, any Debt except:
      (i) Debt for borrowed money owed to the Borrower and incurred under the
      permissions of clause (ii) of paragraph (i) of Section 5.02;
      (ii) the obligations of Hillandale, LLC as a guarantor or co-borrower in
      respect of the Hillandale Term Loan; (iii) Debt for borrowed money or
      incurred under capital leases as long as the aggregate outstanding principal
      amount of the Debt incurred under the permissions of this clause (iii)
      shall never exceed $2,000,000; and (iv) the following Debt outstanding as
      of October 13, 2005:

     

    
      	
              Payee

            	
              Principal
                Amount

            
	
              Farm
                Credit

            	
              $3,000,524

            
	
              Columbia
                Grain

            	
              $2,000,000

            
	
              Mercantile

            	
              $688,802

            
	
              Jack
                Methvin

            	
              $100,000

            
	
              Jo
                Ward

            	
              $309,367

            


    

    


    (k)  Indebtedness
      of
      American Egg Products LLC.
      Permit
      American Egg Products LLC to create, incur, assume or suffer to exist, any
      Debt
      except: (i) Debt for borrowed money owed to the Borrower and incurred under
      the permissions of clause (iv) of paragraph (i) of Section 5.02;
      (ii) Debt owed to Ford Motor Credit Company in an amount equal to $6,000
      incurred to finance the purchase of an automobile; and (iii) other Debt for
      borrowed money or incurred under capital leases as long as the aggregate
      outstanding principal amount of the Debt incurred under the permissions of
      this
      clause (ii) shall never exceed $100,000.

     

    (l)  Liens
      of Hillandale, LLC.
      Permit
      Hillandale, LLC to incur, create, assume, or permit to exist any Lien upon
      any
      of its property, assets, or revenues, whether now owned or hereafter acquired,
      except: (i) Liens granted to the Administrative Agent to secure the
      Obligations; (ii) Liens on real estate and the improvements, equipment and
      fixtures located thereon and the other assets specifically related thereto
      securing the Hillandale Term Loan; (iii) Lien on equipment and other assets
      specifically related thereto securing the Debt permitted by clauses (iii)
      and (iv) of paragraph (j) of Section 5.02; (iv) Encumbrances
      consisting of minor easements, zoning restrictions, or other restrictions on
      the
      use of real property that do not (individually or in the aggregate) materially
      affect the value of the assets encumbered thereby or materially impair the
      ability of Parent or the Subsidiaries to use such assets in their respective
      businesses, and none of which is violated in any material respect by existing
      or
      proposed structures or land use; (v) Liens (other than Liens relating to
      environmental liabilities or ERISA) for taxes, assessments, or other
      governmental charges that are not delinquent or which are being contested in
      good faith and for which adequate reserves have been established;
      (vi) Liens of mechanics, materialmen, warehousemen, carriers, landlords, or
      other similar statutory Liens securing obligations that are not yet due and
      are
      incurred in the ordinary course of business or which are being contested in
      good
      faith and for which adequate reserves have been established; and
      (vii) Liens resulting from good faith deposits to secure payments of
      workmen's compensation or other social security programs or to secure the
      performance of tenders, statutory obligations, surety and appeal bonds, bids,
      and contracts (other than for payment of Debt).

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    (m)  Liens
      of American Egg Products LLC.
      Permit
      American Egg Products LLC to incur, create, assume, or permit to exist any
      Lien
      upon any of its property, assets, or revenues, whether now owned or hereafter
      acquired, except: (i) Liens on equipment and other assets specifically
      related thereto securing the Debt permitted by clauses (ii) and (iii) of
      paragraph (k) of Section 5.02; (ii) Encumbrances consisting of
      minor easements, zoning restrictions, or other restrictions on the use of real
      property that do not (individually or in the aggregate) materially affect the
      value of the assets encumbered thereby or materially impair the ability of
      Parent or the Subsidiaries to use such assets in their respective businesses,
      and none of which is violated in any material respect by existing or proposed
      structures or land use; (iii) Liens (other than Liens relating to
      environmental liabilities or ERISA) for taxes, assessments, or other
      governmental charges that are not delinquent or which are being contested in
      good faith and for which adequate reserves have been established;
      (iv) Liens of mechanics, materialmen, warehousemen, carriers, landlords, or
      other similar statutory Liens securing obligations that are not yet due and
      are
      incurred in the ordinary course of business or which are being contested in
      good
      faith and for which adequate reserves have been established; and (v) Liens
      resulting from good faith deposits to secure payments of workmen's compensation
      or other social security programs or to secure the performance of tenders,
      statutory obligations, surety and appeal bonds, bids, and contracts (other
      than
      for payment of Debt).

     

    (n)  Liens
      of Borrower.
      Incur,
      create, assume, or permit to exist any Lien upon any right, title or interest
      it
      has in or to the following assets: (i) any membership or other equity
      interest it owns in Hillandale, LLC or American Egg Products LLC,
      (ii) any loan, advance or other extensions of credit it has made to
      Hillandale, LLC or to American Egg Products LLC and (iii) the proceeds
      of the property described in the foregoing clauses (i) and (ii) and all
      other property rights and general intangibles relating to the property described
      in the foregoing clauses (i) and (ii).

     

    (o)  Limitation
      on Restrictions on Subsidiaries.
      Create
      or otherwise cause or suffer to exist or become effective, nor permit any
      Subsidiary to create or otherwise cause or suffer to exist or become effective,
      any consensual encumbrance or restriction of any kind on the ability of any
      Subsidiary to: (1) pay dividends or make any other distribution on any of
      such Subsidiary's equity interests owned by the Borrower or any Subsidiary;
      (2) pay any Debt owed to the Borrower or any other Subsidiary;
      (3) make loans or advances to the Borrower or any other Subsidiary; or
      (4) transfer any of its property or assets to the Borrower Parent or any
      other Subsidiary.

     

    (p)  Affiliate
      Transactions.
      Enter
      into any transaction (including, without limitation, the purchase, sale, or
      exchange of property or the rendering of any service) with any Affiliate
      (including any Non-Guarantor Subsidiary) of the Borrower or any Subsidiary
      and
      will not permit any Guarantor to enter into any such transaction with any such
      Affiliate, except, in each case in the ordinary course of and pursuant to the
      reasonable requirements of Borrower's or such Guarantor's business and upon
      fair
      and reasonable terms no less favorable to Borrower or such Guarantor than would
      be obtained in a comparable arms-length transaction with a Person not an
      Affiliate of Borrower or such Guarantor.

     

    Article
      VI.

     

    Events
      of Default

     

    Section
      6.01  Events
      of Default.
      Each of
      the following shall be deemed an "Event
      of Default":

     

    (a)  The
      Borrower shall fail to pay when due the Obligations or any part
      thereof.

     

    (b)  Any
      representation or warranty made or deemed made by any Loan Party (or any of
      its
      officers) under or in connection with any Loan Document shall prove to have
      been
      incorrect in any material respect when made or deemed made.

     

    (c)  Any
      Loan
      Party shall fail to perform or observe any other term, covenant or agreement
      contained in any Loan Document on its part to be performed or observed and
      any
      such failure shall remain unremedied for 30 days after its
      occurrence.

     

    (d)  The
      Borrower or any of its Subsidiaries shall fail to pay any Debt (excluding the
      Obligations) of the Borrower or any of its Subsidiaries (as the case may be),
      or
      any interest or premium thereon, when due (whether by scheduled maturity,
      required prepayment, acceleration, demand or otherwise) and such failure shall
      continue after the applicable grace period, if any, specified in the agreement
      or instrument relating to such Debt; or any other default under any agreement
      or
      instrument relating to any such Debt, or any other event, shall occur and shall
      continue after the applicable grace period, if any, specified in such agreement
      or instrument, if the effect of such default or event is to accelerate, or
      to
      permit the acceleration of, the maturity of such Debt; or any such Debt shall
      be
      declared to be due and payable, or required to be prepaid (other than by a
      regularly scheduled required prepayment), prior to the stated maturity thereof.
      The occurrence of an Event of Default under this clause (d) includes,
      without limitation, the occurrence of any event of default under the Note
      Agreement and the Dairy Facility Reimbursement Agreement.

     

    (e)  The
      Borrower or any of its Subsidiaries shall generally not pay its debts as such
      debts become due, or shall admit in writing its inability to pay its debts
      generally or shall make a general assignment for the benefit of creditors;
      or
      any proceeding shall be instituted by or against the Borrower or any of its
      Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking
      liquidation, winding-up, reorganization, arrangement, adjustment, protection,
      relief, or composition of it or its debts under any law relating to bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an
      order for relief or the appointment of a receiver, trustee, or other similar
      official for it or for any substantial part of its property; or the Borrower
      or
      any of its Subsidiaries shall take any corporate action to authorize any of
      the
      actions set forth above in this clause (e).

     

    (f)  Any
      judgment or order for the payment of money in excess of $750,000 (the liability
      for which is not covered by insurance) shall be rendered against the Borrower
      or
      any of its Subsidiaries and either (i) enforcement proceedings shall have
      been commenced by any creditor upon such judgment or order or (ii) there
      shall be any period of 10 consecutive days during which a stay of enforcement
      of
      such judgment or order, by reason of a pending appeal or otherwise, shall not
      be
      in effect.

     

    (g)  Any
      Collateral Document shall for any reason cease to create a valid and perfected
      first priority security interest in or a first mortgage lien on (as the case
      may
      be) any of the Collateral purported to be covered thereby except as otherwise
      contemplated therein.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    (h)  Any
      provision of any Loan Document shall, at any time after delivery thereof under
      Section 3.01,
      for any
      reason cease to be valid and binding on the Borrower or on any of its
      Subsidiaries (as the case may be), or shall be declared to be null and void,
      or
      the validity or enforceability thereof shall be contested by the Borrower or
      any
      of its Subsidiaries, or a proceeding shall be commenced by any governmental
      agency or authority having jurisdiction over the Borrower or any of its
      Subsidiaries seeking to establish the invalidity or unenforceability thereof
      and
      such proceeding shall remain undismissed or unstayed for a period of 60 days,
      or
      the Borrower or any of its Subsidiaries shall deny that it has any or further
      liability or obligation thereunder.

     

    (i)  The
      occurrence of any event of default under any Loan Document, including without
      limitation, any "Event of Default" as that term is defined in the Intercreditor
      Agreement.

     

    (j)  Notwithstanding
      the effects of any financial losses on the other covenants and provisions
      contained herein, the Borrower shall incur material financial losses in any
      of
      its operations other than its normal egg and egg processing
      operations.

     

    (k)  Fred
      Adams or his spouse or children shall cease to beneficially own and control,
      directly or indirectly, at least fifty-one percent (51%) of the rights to vote
      (without regard to the occurrence of any contingency and otherwise on a fully
      diluted basis) for the election of a majority of the members of the board of
      directors of the Borrower.

     

    (l)  The
      occurrence of an Event of Default under the Dairy Facility Reimbursement
      Agreement.

     

    Section
      6.02  Remedies.
      Upon
      the occurrence of an Event of Default, the Administrative Agent may (and if
      directed by the Banks, shall), but subject to the Intercreditor Agreement,
      by
      notice to the Borrower do any one or more of the following: (i) terminate
      the Revolving Credit Commitments without notice to the Borrower or its
      Subsidiaries, (ii) declare all outstanding principal of and accrued and
      unpaid interest on the Notes and all other amounts payable by the Borrower
      under
      this Agreement and the other Loan Documents to be forthwith due and payable,
      whereupon the Notes, all such interest and all such amounts shall become and
      be
      forthwith due and payable, without presentment, demand, protest, or further
      notice of any kind, all of which are hereby expressly waived by the Borrower,
      (iii) reduce any claim to judgment, (iv) take such steps as the Banks
      (or a Bank, as determined pursuant to the Intercreditor Agreement) may deem
      appropriate to foreclose or otherwise enforce any lien granted to Agent for
      the
      benefit of Banks in accordance with the terms of the Loan Documents (including
      the Intercreditor Agreement), and (v) exercise any and all rights and
      remedies afforded by law, by any of the Loan Documents, by equity or otherwise;
      provided,
      however,
      that in
      the event of an actual or deemed entry of an order for relief with respect
      to
      the Borrower or any of its Subsidiaries under the Federal Bankruptcy Code,
      the
      Notes, all interest thereon and all other Obligations shall automatically become
      and be due and payable, and the Revolving Credit Commitments shall automatically
      terminate, without presentment, demand, protest or any notice of any kind,
      all
      of which are hereby expressly waived by the Borrower.

     

    Article
      VII.

     

    Definitions
      and Accounting Terms

     

    Section
      7.01  Certain
      Defined Terms.
      As used
      in this Agreement, the following terms shall have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      the
      terms defined):

     

    "Administrative
      Agent"
      has the
      meaning set forth in the introduction hereto.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    "Advance"
      has the
      meaning set forth in Section 1.01.

     

    "Affiliate"
      means,
      as to any party, any other party: (a) that directly or indirectly, through
      one or more intermediaries, controls or is controlled by, or is under common
      control with, such party; (b) that directly or indirectly beneficially owns
      or holds five percent (5%) or more of any class of voting equity of such party;
      or (c) five percent (5%) or more of the voting equity of which is directly
      or indirectly beneficially owned or held by the party in question. The term
      "control" means the possession, directly or indirectly, of the power to direct
      or cause direction of the management and policies of a party, whether through
      the ownership of voting securities, by contract, or otherwise; provided,
      however,
      in no
      event shall Administrative Agent, Agent or any Bank be deemed an Affiliate
      of
      the Borrower or any Subsidiaries.

     

    "Agent"
      has the
      meaning set forth in the Recitals hereto.

     

    "Amended
      Guaranty Agreement"
      means
      that certain Consolidated, Amended and Restated Guaranty Agreement dated
      December 18, 1997 executed by Cal-Maine Farms, Inc., Cal-Maine Egg
      Products, Inc., CM Partnership and CMF of Kansas in favor of Agent,
      substantially in the format of Exhibit B to the Existing Credit Agreement,
      and all amendments, supplements and other modifications thereto, including
      all
      additions of new Subsidiaries thereunder pursuant to the execution and delivery
      of a Subsidiary Joinder Agreement.

     

    "Applicable
      Lending Office"
      means
      for each Bank, the office of such Bank (or of an affiliate of such Bank)
      designated after its name in Section 2.03(a)
      hereof
      or such other office of such Bank (or of an affiliate of such Bank) as such
      Bank
      may from time to time specify to the Borrower, and the Administrative Agent
      as
      the office by which its Advances are to be made and maintained.

     

    "Applicable
      Margin"
      means,
      for any day, the applicable percentage rate per annum set forth below under
      the
      caption "Margin" opposite the Debt to EBITDA Ratio in the table below which
      corresponds with the actual Debt to EBITDA Ratio as of the most recent
      determination date; provided
      that
      until the first date that the Applicable Margin is determined as set forth
      below
      in this definition, the "Applicable Margin" shall be 3.00% per
      annum:

     

    
      	
              Debt
                to EBITDA Ratio

            	
              Margin

            
	
              >
                3.00

            	
              3.00%

            
	
              >
                2.50 but < 3.00

            	
              2.50%

            
	
              >2.00
                but < 2.50

            	
              2.00%

            
	
              <
                2.00

            	
              1.50%

            


    

    


    For
      purposes of the foregoing, (i) the Debt to EBITDA Ratio shall be determined
      as of the end of each of Borrower's Fiscal Quarters based upon Borrower's
      consolidated financial statements delivered pursuant to Section 5.01(l)
      and the
      compliance certificate delivered in connection therewith under Section 5.01(l)(vi),
      beginning with the Fiscal Quarter ended February 26, 2005; and
      (ii) each change in the Applicable Margin resulting from a change in the
      Debt to EBITDA Ratio shall be effective commencing on and including the date
      of
      delivery to the Administrative Agent of such consolidated financial statements
      and compliance certificate indicating such change and ending on the date
      immediately preceding the effective date of such next change; provided
      that the
      Applicable Margin shall be deemed to equal 3.00%: (A) at any time that an
      Event of Default has occurred and is continuing or (B) at the option of the
      Administrative Agent or at the request of the Required Lenders, if the Borrower
      fails to deliver the consolidated financial statements and compliance
      certificate required to be delivered by it pursuant to Section 5.01(l),
      during
      the period from the expiration of the time for delivery thereof until such
      consolidated financial statements and compliance certificate are
      delivered.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    "Application
      for Letter of Credit"
      means
      any application for letter of credit or commercial credit pursuant to which
      Borrower requests Rabobank to issue a Letter of Credit.

     

    "Assignment"
      has the
      meaning set forth in the Recitals hereto.

     

    "Bank"
      has the
      meaning set forth in the Recitals hereto.

     

    "Barclays"
      has the
      meaning set forth in the Recitals hereto.

     

    "Borrower
      Pledge Agreement"
      means
      that certain Pledge Agreement dated as of October 13, 2005 between the
      Borrower and the Agent for the benefit of the Banks and all amendments,
      supplements and other modifications thereto.

     

    "Borrowing
      Base"
      on the
      date of any computation thereof means the sum of (i) 75% of the face amount
      of the Eligible Receivables, (ii) 50% of the lower of cost or market value
      of Eligible Poultry Inventory, (iii) 50% of the lower of cost or market
      value of Eligible Egg and Egg Product Inventory, (iv) 80% of the lower of
      cost or market value of Eligible Feed Inventory (excluding silage), (v) 75%
      of the market value of unhedged Eligible Livestock, (vi) 85% of the market
      value of hedged and forward priced Eligible Livestock and (vii) 100% of the
      value of the commodity futures margin account deposits in which the Agent has
      been assigned an interest by the Borrower or any of its
      Subsidiaries.

     

    "Borrowing
      Base Certificate"
      means a
      certificate setting forth the information and calculations necessary to
      determine the Borrowing Base, in substantially the form of Exhibit B,
      signed
      by the chief financial officer or the President of the Borrower and each of
      the
      Guarantors.

     

    "Business
      Day"
      means
      any day other than a Saturday, Sunday or a public or bank holiday or the
      equivalent for banks generally under the laws of the State of New York, the
      State of Mississippi or the State of Illinois.

     

    "CM
      Partnership"
      means
      Cal-Maine Partnership, Ltd., a Texas limited partnership.

     

    "CMF
      of
      Kansas"
      means
      CMF of Kansas-LLC, a Delaware limited liability company.

     

    "Collateral"
      means
      the "Revolving Collateral" as defined in the Intercreditor
      Agreement.

     

    "Collateral
      Documents"
      the
      "Revolving Security Documents" as defined in the Intercreditor
      Agreement.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    "Consolidated
      Security Agreement"
      has the
      meaning set forth in the Recitals hereto and is substantially in the format
      of
      Exhibit C to the Existing Credit Agreement.

     

    "Credit
      Liabilities"
      means,
      at any time, all fixed and contingent liabilities of the Banks under Letters
      of
      Credit.

     

    "Dairy
      Facility Reimbursement Agreement"
      has the
      meaning specified in the Recitals hereto.

     

    "Debt"
      has the
      meaning specified in Section 5.01(j).

     

    "Debt
      to EBITDA Ratio"
      means
      the ratio, calculated as of the last day of each Fiscal Quarter, of
      (i) Total Funded Debt (as defined in Section 5.01(j))
      outstanding as of such day to (ii) EBITDA, as defined below and as
      calculated for the twelve month period then ended. The term "EBITDA"
      means,
      for any period, the sum of (A) the net income of Borrower and the
      Subsidiaries determined on a consolidated basis for such period plus
      (B), to the extent deducted in determining net income, the sum of:
      (i) all cash franchise and income taxes paid or payable by Borrower and the
      Subsidiaries during such period; (ii) depreciation and amortization
      expenses for such period; plus
      (iii) all cash interest paid or payable by Borrower and the Subsidiaries
      for such period.

     

    "Default
      Rate"
      means a
      daily fluctuating interest rate which is equal to the lesser of (a) 4-1/2%
      per annum above the 30 day Term Federal Funds Rate or (b) the Maximum
      Permissible Rate. Each change in such daily fluctuating interest rate shall
      take
      effect simultaneously with the corresponding change in the Term Federal Funds
      Rate, as applicable, as determined by Rabobank in its sole discretion at
      12:00 Noon (New York City time).

     

    "Eligible
      Egg and Egg Product Inventory"
      means
      all eggs and egg products of Borrower and the other Pledgors including shell
      eggs (both processed and unprocessed), liquid, dried and frozen eggs, and all
      ingredients used in egg products, such as salt, sugar and syrup, and all packing
      and other supplies used in the production of eggs and processing of shell eggs,
      in which Agent has a perfected first priority security interest.

     

    "Eligible
      Feed Inventory"
      means
      all feed of Borrower and the other Pledgors, including shelled corn and other
      feed grains, soybean meal, feed additives and chemicals used in the manufacture
      of feed, and processed "finished" feed, in which Agent has a perfected first
      priority security interest. Eligible Feed Inventory shall not include any
      silage.

     

    "Eligible
      Livestock" means all grazing cattle on pasture and cattle of Borrower and
      the other Pledgors in a feedlot and all dairy cattle of Borrower and the other
      Pledgors of whatsoever age, in which Agent has a perfected first priority
      security interest.

     

    "Eligible
      Poultry Inventory"
      means
      all live poultry and chickens of Borrower and the other Pledgors, including
      broilers, pullets, layers, breeders and recycles, in which Administrative Agent
      has a perfected first priority security interest.

     

    "Eligible
      Receivable"
      means
      the indebtedness arising out of a sale of goods or the performance of services
      by the Borrower or another Pledgor to a third party in the ordinary course
      of
      business (i.e.,
      not
      including any non-trade accounts receivable or those accounts receivable that
      do
      not otherwise arise from goods sold or services performed in the ordinary course
      of business) in which Agent has a perfected first priority security interest,
      and may include the right to payment of any interest or finance charges and
      other obligations of such third party with respect thereto:

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    (i) which
      is
      required to be paid in full within 60 days of the original billing date
      therefor;

     

    (ii) as
      to
      which any payment, or part thereof, does not remain unpaid for more than 60
      days
      from the original due date for such payment and which would, in the ordinary
      course of business of the Borrower or a Pledgor, not be written off as
      uncollectible;

     

    (iii) which
      is
      an account receivable representing all or part of the sales price of goods
      or
      services;

     

    (iv) which
      is
      an "account" within the meaning of the UCC of the State of New
      York;

     

    (v) which
      is
      denominated and payable only in United States dollars in the United States;
      and

     

    (vi) which
      complies, on and after the 30th day following notice by any Bank to the Borrower
      of any other criteria or requirements, with such other criteria and requirements
      as any Bank shall have specified in such notice.

     

    "Existing
      Advances"
      has the
      meaning set forth in Section 1.01
      hereto.

     

    "Existing
      Credit Agreement"
      has the
      meaning set forth in the Recitals hereto.

     

    "Existing
      Collateral Documents"
      has the
      meaning set forth in the Recitals hereto.

     

    "Existing
      Properties"
      has the
      meaning set forth in the Recitals hereto.

     

    "First
      South"
      has the
      meaning set forth in the Recitals hereto.

     

    "Fiscal
      Quarters"
      means
      the four (4) periods falling in each Fiscal Year, each such period being
      thirteen (13) or fourteen (14) weeks in duration, as applicable, with the first
      such period in any Fiscal Year beginning on the first day of such Fiscal Year
      and the last such period in any Fiscal Year ending on the last Saturday closest
      to May 31.

     

    "Fiscal
      Year"
      means
      the 52 or 53 week period, as the case may be, beginning on the date which is
      one
      day after the date of the preceding Fiscal Year end, and ending on the Saturday
      closest to May 31.

     

    "Guarantors"
      means
      each of Cal-Maine Farms, Inc., a Delaware corporation, CM Partnership, CMF
      of
      Kansas, South Texas Applicators, Inc., Southern Equipment Distributors, Inc.,
      and each Subsidiary that hereafter executes and delivers a Subsidiary Joinder
      Agreement, and any reference to either or both Guarantors in any Loan Documents
      shall mean a reference to any or all of the Guarantors, as applicable. The
      term
      "Guarantor" shall not include Hillandale, LLC nor American Egg Products
      LLC.

     

    "Harris"
      means
      Harris Trust and Savings Bank.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    "Harris
      Term Agreement"
      means
      that certain Secured Term Credit Agreement dated as of January 27, 2000
      between the Borrower and Harris (as such agreement has been amended and as
      such
      agreement may be further amended or otherwise modified).

     

    "Hillandale
      Security Agreement"
      means
      that certain Security Agreement dated as of October 13, 2005 between
      Hillandale, LLC and the Agent for the benefit of the Banks and all amendments,
      supplements and other modifications thereto.

     

    "Hillandale
      Term Loan"
      means a
      term loan originally extended in 2005 in an original principal amount not to
      exceed $28,000,000 secured by real property owned by Hillandale, LLC and the
      improvements, fixtures and equipment located thereon and related thereto and
      certain other assets specifically related thereto, the proceeds of which were
      or
      are to be used to refinance the then existing Debt of
      Hillandale, LLC.

     

    "Intercreditor
      Agreement"
      means
      that Third Amended and Restated Intercreditor Agreement dated as of
      March 31, 2004 among Agent, the Banks and the Noteholders as consented and
      agreed to by the Borrower and the Guarantors and as the same may be amended
      or
      otherwise modified.

     

    "Interest
      Period"
      has the
      meaning set forth in Section 1.05(b).

     

    "Letters
      of Credit"
      means
      the letters of credit issued by Rabobank for the account of Borrower pursuant
      to
Article I
      hereof
      and the letter of credit issued under the terms of the Existing Credit Agreement
      and outstanding on the date hereof Number SB 14287 with an amount available
      to be drawn upon thereunder equal to $1,600,000. The term "Letter of Credit"
      shall not include and this agreement shall not govern any letter of credit
      issued by Rabobank for the account of Borrower in connection with any industrial
      revenue or industrial development bond financings and specifically such term
      shall not include the letter of credit issued pursuant to the Dairy Facility
      Reimbursement Agreement.

     

    "Lien"
      means
      any lien, mortgage, security interest, tax lien, financing statement, pledge,
      charge, hypothecation, assignment, preference, priority, or other encumbrance
      of
      any kind or nature whatsoever (including, without limitation, any conditional
      sale or title retention agreement), whether arising by contract, operation
      of
      law, or otherwise.

     

    "Loan
      Documents"
      means
      this Agreement (as it may be amended or otherwise modified from time to time),
      the Notes, the Amended Guaranty Agreement, the Consolidated Security Agreement,
      the Hillandale Security Agreement, the Borrower Pledge Agreement, the
      Intercreditor Agreement, and all other certificates and documents delivered
      by
      the Borrower or any of its Subsidiaries hereunder or under the terms of any
      of
      the foregoing documents.

     

    "Loan
      Party"
      means
      the Borrower and each of the Guarantors.

     

    "Louisiana
      Collateral Documents"
      has the
      meaning set forth in the Recitals hereto.

     

    "Maximum
      Permissible Rate"
      has the
      meaning set forth in Section 1.05(a).

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    "Mortgages"
      means
      the Shared Mortgages and the New Mortgages which constitute Separate Security
      Documents, as all such capitalized terms are defined in the Intercreditor
      Agreement.

     

    "New
      Properties"
      has the
      meaning set forth in the Recitals hereto.

     

    "Note"
      has the
      meaning set forth in Section 1.07.

     

    "Note
      Agreement"
      has the
      meaning set forth in the Recitals hereto.

     

    "Obligations"
      means
      all obligations, indebtedness, and liabilities of the Borrower to the
      Administrative Agent and the Banks, or any of them, arising pursuant to any
      of
      the Loan Documents, now existing or hereafter arising, whether direct, indirect,
      related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several,
      or joint and several, including, without limitation, the obligation of the
      Borrower to repay the Advances, interest on the Advances, the Credit
      Liabilities, and all fees, costs, and expenses (including attorneys' fees)
      provided for in the Loan Documents.

     

    "Original
      Revolving Credit Agreement"
      has the
      meaning set forth in the Recitals hereto.

     

    "Parent
      Borrowing Base"
      means
      the Borrowing Base valuation of the Borrower's personal property Collateral
      only.

     

    "Pledge
      Agreement"
      has the
      meaning set forth in the Recitals hereto.

     

    "Pledgors"
      means
      Borrower, the Guarantors and Hillandale, LLC.

     

    "Previous
      Term Loan Agreement"
      has the
      meaning set forth in the Recitals hereto.

     

    "Principal
      Office"
      means
      the principal office of the Administrative Agent, presently located at
      245 Park Avenue, 36th Floor,
      New York, New York 10167-0062.

     

    "Properties"
      has the
      meaning set forth in the Recitals hereto.

     

    "Rabobank"
      has the
      meaning set forth in the Introduction hereto.

     

    "Repayment
      Date"
      means
      the Termination Date.

     

    "Revolving
      Credit Commitment"
      means,
      as to each Bank, the obligation of such Bank to make the Advances to be made
      pursuant to Section 1.01
      in a
      principal amount not exceeding Twenty-Two Million Eight Hundred Fifty Seven
      Thousand One Hundred Forty Two and 86/100 Dollars ($22,857,142.86) with respect
      to Rabobank, a principal amount not exceeding Eleven Million Four Hundred Twenty
      Eight Thousand Five Hundred Seventy One and 43/100 Dollars ($11,428,571.43)
      with
      respect to Harris and a principal amount not exceeding Five Million Seven
      Hundred Fourteen Thousand Two Hundred Eighty Five and 71/100 Dollars
      ($5,714,285.71) respect to First South, as the same may be reduced or terminated
      pursuant to Section 1.04
      or
Section 6.02.

     

    "Subsidiary"
      means
      any corporation or other business entity (including, without limitation, a
      general partnership or limited partnership) of which more than 50% of the
      outstanding capital stock or other equity interest having ordinary voting power
      to elect a majority of the Board of Directors (or similar governing body) of
      such corporation or other business entity (irrespective of whether or not at
      the
      time capital stock of any other class or classes of such corporation or other
      equity interest shall or might have voting power upon the occurrence of any
      contingency) is at the time directly or indirectly owned by the Borrower, by
      the
      Borrower and one or more other Subsidiaries, or by one or more other
      Subsidiaries.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    "Subsidiary
      Joinder Agreement"
      means a
      Subsidiary Joinder Agreement in substantially the form of Exhibit A to the
      Amended Guaranty Agreement.

     

    "Term
      Federal Funds Rate"
      for any
      Interest Period for any Advance means an interest rate per annum equal at all
      times during such Interest Period to the rate of interest at which Rabobank,
      as
      a branch of a foreign bank, in its sole discretion, can acquire federal funds
      in
      the interbank term federal funds market in New York City or other funding
      sources available to Rabobank, through brokers of recognized standing at the
      time the Borrower specifies the Interest Period for such Advance, on the date
      of
      such Advance, for a period equal to such Interest Period for such Advance and,
      if applicable in the amount of such Advance.

     

    "Termination
      Date"
      means
      December 31, 2007 or the date of the earlier termination in whole of the
      Revolving Credit Commitment pursuant to Sections 1.04
      or
6.02.

     

    Section
      7.02  Terms.
      All
      accounting terms not specifically defined herein shall be construed in
      accordance with generally accepted accounting principles consistent with those
      applied in the preparation of the audited financial statements referred to
      in
Section 4.01(e),
      and all
      financial data submitted pursuant to this Agreement shall be prepared in
      accordance with such principles.

     

    Article
      VIII.

     

    The
      Administrative Agent

     

    Section
      8.01  Appointment,
      Powers and Immunities.
      Each
      Bank hereby irrevocably appoints and authorizes the Administrative Agent to
      act
      as its agent hereunder with such powers as are specifically delegated to the
      Administrative Agent by the terms of this Agreement, together with such other
      powers as are reasonably incidental thereto. Neither the Administrative Agent
      nor any of its affiliates, officers, directors, employees, attorneys, or agents
      shall be liable for any action taken or omitted to be taken by any of them
      hereunder or otherwise in connection with this Agreement or any of the other
      Loan Documents except for its or their own gross negligence or willful
      misconduct. Without limiting the generality of the preceding sentence, the
      Administrative Agent (i) may treat the payee of any Note as the holder
      thereof until the Administrative Agent receives written notice of the assignment
      or transfer thereof signed by such payee and in form satisfactory to the
      Administrative Agent; (ii) shall have no duties or responsibilities except
      those expressly set forth in this Agreement applicable to the Administrative
      Agent in such capacity, and shall not by reason of this Agreement or any other
      Loan Document be a trustee or fiduciary for any Bank; (iii) shall not be
      required to initiate any litigation or collection proceedings hereunder except
      to the extent requested by the Banks; (iv) shall not be responsible to the
      Banks for any recitals, statements, representations or warranties contained
      in
      this Agreement or any other Loan Document, or any certificate or other document
      referred to or provided for in, or received by any of them under, this Agreement
      or any other Loan Document, or for the value, validity, effectiveness,
      enforceability, or sufficiency of this Agreement or any other Loan Document
      or
      any other document referred to or provided for herein or therein or for any
      failure by any individual, corporation, business trust, association, company,
      partnership, joint venture, governmental authority, or other entity to perform
      any of its obligations hereunder; (v) may consult with legal counsel
      (including counsel for the Borrower), independent public accountants, and other
      experts selected by it and shall not be liable for any action taken or omitted
      to be taken in good faith by it in accordance with the advice of such counsel,
      accountants, or experts; and (vi) shall incur no liability under or in
      respect of any Loan Document by acting upon any notice, consent, certificate,
      or
      other instrument or writing believed by it to be genuine and signed or sent
      by
      the proper party or parties. As to any matters not expressly provided for by
      this Agreement, the Administrative Agent shall in all cases be fully protected
      in acting, or in refraining from acting hereunder in accordance with
      instructions signed by Banks, and such instructions of Banks and any action
      taken or failure to act pursuant thereto shall be binding on all of the Banks;
      provided,
      however,
      that
      the Administrative Agent shall not be required to take any action which exposes
      the Administrative Agent to personal liability or which is contrary to this
      Agreement or any other Loan Document or applicable law.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    Section
      8.02  Rights
      of Administrative Agent as a Bank.
      With
      respect to its Revolving Credit Commitment, the Advances made by it, the Note
      issued to it and any Letter of Credit, Rabobank (and any successor acting as
      Administrative Agent) in its capacity as a Bank hereunder shall have the same
      rights and powers hereunder as any other Bank and may exercise the same as
      though it were not acting as the Administrative Agent, and the term "Bank"
      or
      "Banks" shall, unless the context otherwise indicates, include the
      Administrative Agent in its individual capacity. The Administrative Agent and
      its affiliates may (without having to account therefor to any Bank) accept
      deposits from, lend money to, act as trustee under indentures of, provide
      merchant banking services to, and generally engage in any kind of banking,
      trust, or other business with the Borrower or any of its Subsidiaries and any
      other Person who may do business with or own securities of the Borrower or
      any
      of its Subsidiaries, all as if it were not acting as the Administrative Agent
      and without any duty to account therefor to the Banks.

     

    Section
      8.03  Defaults.
      The
      Administrative Agent shall not be deemed to have knowledge or notice of the
      occurrence of an Event of Default (other than the non-payment of principal
      of or
      interest on the Advances or of any fees) unless the Administrative Agent has
      received notice from a Bank or the Borrower specifying such Event of Default
      and
      stating that such notice is a "Notice of Default". In the event that the
      Administrative Agent receives such a notice of the occurrence of an Event of
      Default, the Administrative Agent shall give prompt notice thereof to the Banks
      (and shall give each Bank prompt notice of each such non-payment). The
      Administrative Agent shall (subject to Section 8.01)
      take
      such action with respect to such Event of Default as shall be directed by the
      Banks, provided
      that
      unless and until the Administrative Agent shall have received such directions,
      the Administrative Agent may (but shall not be obligated to) take such action,
      or refrain from taking such action, with respect to such Event of Default as
      it
      shall seem advisable and in the best interest of the Banks.

     

    Section
      8.04  Indemnification.
      The
      Banks indemnify the Administrative Agent from and hold the Administrative Agent
      harmless against (to the extent not reimbursed under Section 9.04,
      but
      without limiting the obligations of the Borrower under Section 9.04),
      ratably in accordance with their respective Revolving Credit Commitments, any
      and all liabilities, obligations, losses, damages, penalties, actions,
      judgments, deficiencies, suits, costs, expenses (including attorneys' fees),
      and
      disbursements of any kind or nature whatsoever which may be imposed on, incurred
      by, or asserted against the Administrative Agent in any way relating to or
      arising out of any of the Loan Documents or any action taken or omitted to
      be
      taken by the Administrative Agent under or in respect of any of the Loan
      Documents; provided,
      further,
      that no
      Bank shall be liable for any portion of the foregoing to the extent caused
      by
      the Administrative Agent's gross negligence or willful misconduct. Without
      limitation of the foregoing, it is the express intention of the Banks that
      the
      Administrative Agent shall be indemnified hereunder from and held harmless
      against all of such liabilities, obligations, losses, damages, penalties,
      actions, judgments, deficiencies, suits, costs, expenses (including attorneys'
      fees), and disbursements of any kind or nature directly or indirectly arising
      out of or resulting from the sole or contributory negligence of the
      Administrative Agent. Without limiting any other provision of this Section,
      each
      Bank agrees to reimburse the Administrative Agent promptly upon demand for
      its
      pro rata share (calculated on the basis of the Revolving Credit Commitments)
      of
      any and all out-of-pocket expenses (including attorneys' fees) incurred by
      the
      Administrative Agent in connection with the preparation, execution, delivery,
      administration, modification, amendment or enforcement (whether through
      negotiations, legal proceedings, or otherwise) of, or legal advice in respect
      of
      rights or responsibilities under, the Loan Documents, to the extent that the
      Administrative Agent is not reimbursed for such expenses by the
      Borrower.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    Section
      8.05  Independent
      Credit Decisions.
      Each
      Bank agrees that it has independently and without reliance on the Administrative
      Agent or any other Bank, and based on such documents and information as it
      has
      deemed appropriate, made its own credit analysis of the Borrower and decision
      to
      enter into this Agreement and that it will, independently and without reliance
      upon the Administrative Agent or any other Bank, and based upon such documents
      and information as it shall deem appropriate at the time, continue to make
      its
      own analysis and decisions in taking or not taking action under this Agreement
      or any of the other Loan Documents. The Administrative Agent shall not be
      required to keep itself informed as to the performance or observance by the
      Borrower or any Loan Party of this Agreement or any other Loan Document or
      to
      inspect the properties or books of the Borrower or any Loan Party. Except for
      notices, reports and other documents and information expressly required to
      be
      furnished to the Banks by the Administrative Agent hereunder, the Administrative
      Agent shall not have any duty or responsibility to provide any Bank with any
      credit or other financial information concerning the affairs, financial
      condition or business of the Borrower or any Loan Party (or any of their
      affiliates) which may come into the possession of the Administrative Agent
      or
      any of its affiliates.

     

    Section
      8.06  Several
      Commitments.
      The
      Revolving Credit Commitments and other obligations of the Banks under this
      Agreement are several. The default by any Bank in making an Advance in
      accordance with its Revolving Credit Commitment shall not relieve the other
      Banks of their obligations under this Agreement. In the event of any default
      by
      any Bank in making any Advance, each non-defaulting Bank shall be obligated
      to
      make its Advance but shall not be obligated to advance the amount which the
      defaulting Bank was required to advance hereunder. In no event shall any Bank
      be
      required to advance an amount or amounts which would in the aggregate exceed
      such Bank's Revolving Credit Commitment. No Bank shall be responsible for any
      act or omission of any other Bank.

     

    Section
      8.07  Successor
      Administrative Agent.
      Subject
      to the appointment and acceptance of a successor Administrative Agent as
      provided below, the Administrative Agent may resign at any time by giving notice
      thereof to the Banks and the Borrower and the Administrative Agent may be
      removed if it fails to perform any of its obligations hereunder. Upon any such
      resignation or removal, the other Banks will have the right to appoint a
      successor Administrative Agent. If no successor Administrative Agent shall
      have
      been so appointed by the Banks and shall have accepted such appointment within
      thirty (30) days after the retiring Administrative Agent's giving of notice
      of
      resignation or the Banks' removal of the retiring Administrative Agent, then
      the
      retiring Administrative Agent may, on behalf of the Banks, appoint a successor
      Administrative Agent, which shall be a commercial bank organized under the
      laws
      of the United States of America or any State thereof and having combined capital
      and surplus of at least Five Hundred Million Dollars ($500,000,000). Upon the
      acceptance of its appointment as successor Administrative Agent, such successor
      Administrative Agent shall thereupon succeed to and become vested with all
      rights, powers, privileges, immunities, and duties of the resigning or removed
      Administrative Agent, and the resigning or removed Administrative Agent shall
      be
      discharged from its duties and obligations under this Agreement and the other
      Loan Documents. After any Administrative Agent's resignation or removal as
      Administrative Agent, the provisions of this Article VIII
      shall
      continue in effect for its benefit in respect of any actions taken or omitted
      to
      be taken by it while it was the Administrative Agent.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    Section
      8.08  Administrative
      Agent Fee.
      The
      Borrower agrees to pay to the Administrative Agent the administrative fee
      described in the fee letter dated as of the date hereof between the Borrower
      and
      the Administrative Agent.

     

    Article
      IX.

     

    Miscellaneous

     

    Section
      9.01  Amendments,
      etc.
      No
      amendment or waiver of any provision of this Agreement or the Notes, nor consent
      to any departure by the Borrower therefrom, shall in any event be effective
      unless the same shall be in writing and signed by the Banks and the
      Administrative Agent and then such waiver or consent shall be effective only
      in
      the specific instance and for the specific purpose for which given.

     

    Section
      9.02  Notices,
      etc.
      All
      notices and other communications provided for hereunder shall be in writing
      (including telegraphic and telecopy communications) and mailed or telegraphed
      or
      delivered, if to the Borrower, at its address at 3320 Woodrow Wilson Drive,
      Jackson, Mississippi 39209; Attention: Bobby J. Raines, Vice President and
      if to
      Rabobank or the Administrative Agent, at its address at 245 Park Avenue,
      New York, New York 10167; Attention: Corporate Services, with a copy to
      1201 West Peachtree Street, Atlanta, Georgia 30309-3400; Attention: Richard
      J. Beard; and if to First South Farm Credit, ACA at its address at 713
      South Pear Orchard Road, Suite 102, Ridgeland, Mississippi 39157 and at its
      address at P. O. Box 1770, Ridgeland, Mississippi 39158-1770;
      Attention: Andrew Mangialardi; and if to Harris, at its address at 111 West
      Monroe, Chicago, Illinois 60603; Attention: Agribusiness Division, or, as to
      each party, at such other address as shall be designated by such party in a
      written notice to the other party. All such notices and communications shall,
      when mailed or telegraphed, be effective when deposited in the mails or
      delivered to the telegraph company, respectively, addressed as aforesaid, except
      that notices to the Administrative Agent and/or the Banks, as applicable,
      pursuant to the provisions of Article II
      shall
      not be effective until received by such entity.

     

    Section
      9.03  Waiver;
      Remedies.
      No
      failure on the part of the Administrative Agent or any Bank to exercise, and
      no
      delay in exercising, any right under any Loan Document shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right under any Loan
      Document preclude any other or further exercise thereof or the exercise of
      any
      other right. The remedies provided in the Loan Documents are cumulative and
      not
      exclusive of any remedies provided by law.

     

    Section
      9.04  Expenses
      and Taxes.

     

    (a)  The
      Borrower agrees to pay on demand all costs and expenses in connection with
      the
      preparation, execution, delivery, filing, recording and administration of the
      Loan Documents and the other documents to be delivered under the Loan Documents,
      including, without limitation, the reasonable fees and out-of-pocket expenses
      of
      counsel for the Banks, Agent, and the Administrative Agent and local counsel
      who
      may be retained by said counsel, with respect thereto and with respect to
      advising the Banks, Agent, and the Administrative Agent as to its rights and
      responsibilities under the Loan Documents, and all costs and expenses (including
      counsel fees and expenses) in connection with the administration and enforcement
      of the Loan Documents and the other documents to be delivered under the Loan
      Documents including, without limitation, all costs and expenses incurred by
      the
      Administrative Agent and any Bank in connection with any inspections of the
      Collateral and the Borrower's and Guarantors' other properties, books and
      records. In addition, the Borrower shall pay any and all stamp and other taxes
      and fees payable or determined to be payable in connection with the execution,
      delivery, filing and recording, of the Loan Documents and the other documents
      to
      be delivered under the Loan Documents, and agrees to save the Administrative
      Agent and the Banks harmless from and against any and all liabilities with
      respect to or resulting from any delay in paying or omission to pay such taxes
      and fees.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    (b)  If,
      as a
      result of a payment made by the Borrower due to acceleration of the maturity
      of
      the Advances and the Notes pursuant to Section 6.02,
      mandatory or voluntary prepayment or due to any other reason, any Bank receives
      payment of any principal amount of any Advance on a day other than the last
      day
      of the Interest Period for such Advance, the Borrower shall pay to such Bank
      on
      demand that amount, if any, required to compensate such Bank for additional
      losses, costs or expenses which it may accrue as a result of such payment (as
      determined in good faith in the sole discretion of such Bank), including,
      without limitation, an amount equal to the losses, if any, on the reinvestment
      of the amounts prepaid, which for purposes of this Agreement shall be deemed
      equal to the difference between the interest rate in effect hereunder on the
      amounts prepaid as of the date of such prepayment and the interest rate at
      which
      such Bank reinvests such amounts, multiplied by such amounts prepaid and a
      fraction, the numerator of which is the number of days (including the first
      day
      but excluding the last day) from the date of prepayment through the last day
      of
      the applicable Interest Period and the denominator of which is 360.

     

    Section
      9.05  Right
      of Set-off.
      Upon
      the occurrence and during the continuance of any Event of Default, each Bank
      is
      hereby authorized at any time and from time to time, to the fullest extent
      permitted by law, to set off and apply any and all deposits (general or special,
      time or demand, provisional or final) at any time held and other indebtedness
      at
      any time owing by such Bank to or for the credit or the account of the Borrower
      against any and all of the Obligations of the Borrower now or hereafter existing
      under any Loan Document, irrespective of whether or not the Administrative
      Agent
      or such Bank shall have made any demand under such Loan Document and although
      such Obligations may be unmatured or contingent. Each Bank agrees promptly
      to
      notify the Borrower (with a copy to the Administrative Agent) after any such
      set-off and application, provided
      that the
      failure to give such notice shall not affect the validity of such set-off and
      application. The rights and remedies of each Bank under this Section 9.05
      are in
      addition to other rights and remedies (including, without limitation, other
      rights of set-off) which such Bank may have.

     

    Section
      9.06  Severability
      of Provisions.
      Any
      provision of this Agreement or of any other Loan Document which is prohibited
      or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof or thereof or affecting the validity or
      enforceability of such provision in any other jurisdiction.

     

    Section
      9.07  Binding
      Effect; Governing Law.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns, except that the Borrower shall
      not
      have the right to assign its rights hereunder or any interest herein without
      the
      prior written consent of the Administrative Agent and all of the Banks. This
      Agreement and the Notes shall be governed by, and construed in accordance with,
      the laws of the State of New York.

     

    Section
      9.08  Consent
      to Jurisdiction; Process Agent.

     

    (a)  The
      Borrower hereby irrevocably submits to the jurisdiction of any New York State
      or
      Federal court sitting in New York City in any action or proceeding arising
      out
      of or relating to this Agreement or any other Loan Document, and the Borrower
      hereby irrevocably agrees that all claims in respect of such action or
      proceeding may be heard and determined in such New York State court or, to
      the
      extent permitted by law, in such Federal court. The Borrower hereby irrevocably
      waives, to the fullest extent it may effectively do so, the defense of an
      inconvenient forum to the maintenance of such action or proceeding. The Borrower
      hereby irrevocably appoints CT Corporation System (the "Process
      Agent"),
      with
      an office on the date hereof at 1633 Broadway, New York, New York 10019, as
      its agent to receive on behalf of the Borrower and its property service of
      copies of the summons and complaint and any other process which may be served
      in
      any such action or proceeding. Such service on the Process Agent may be made
      by
      mailing or delivering a copy of such process to the Borrower in care of the
      Process Agent, at the Process Agent's above address and the Borrower hereby
      irrevocably directs the Process Agent to accept such service on its behalf.
      As
      an alternative method of service, the Borrower also irrevocably consents to
      the
      service of any and all process in any such action or proceeding by any other
      method permitted by applicable law. The Borrower agrees that a final judgment
      in
      any such action or proceeding shall be conclusive and may be enforced in any
      other jurisdiction by suit on the judgment or in any other manner provided
      by
      law.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    (b)  Nothing
      in this Section shall affect the right of the Administrative Agent or the Banks
      to serve legal process in any other manner permitted by law or affect its right
      to bring any action or proceeding against the Borrower or its property in any
      other court.

     

    Section
      9.09  Security.
      The
      obligations of the Borrower under this Agreement are guaranteed by the Amended
      Guaranty Agreement and secured by the Consolidated Security
      Agreement.

     

    Section
      9.10  Entire
      Agreement; Amendment and Restatement; Ratification; Release.
      This
      Agreement amends and restates in its entirety the Existing Credit Agreement,
      which amended and restated in its entirety the Original Revolving Credit
      Agreement. The execution of this Agreement, the Notes, and the other Loan
      Documents executed in connection herewith does not extinguish the indebtedness
      outstanding in connection with the Existing Credit Agreement and the Original
      Revolving Credit Agreement nor does it constitute a novation with respect to
      such indebtedness. At all times during the period prior to the date hereof,
      all
      of the provisions of the Existing Credit Agreement are hereby ratified and
      confirmed and shall remain in full force and effect. Any reference in any Loan
      Document to the Existing Credit Agreement is hereby amended to be a reference
      to
      this Agreement. The Borrower, the Guarantors, the Administrative Agent,
      Rabobank, First South, and Harris ratify and confirm each of the Loan Documents
      entered into prior to the Closing Date (but excluding the Existing Credit
      Agreement) and agree that such Loan Documents continue to be legal, valid,
      binding and enforceable in accordance with their respective terms, except as
      modified hereby. This Agreement and the other Loan Documents referred to herein
      embody the final, entire agreement among the parties hereto and supersede any
      and all prior commitments, agreements (including the Existing Credit Agreement),
      representations and understandings, whether written or oral, relating to the
      subject matter hereof and may not be contradicted or varied by evidence of
      prior, contemporaneous or subsequent oral agreements or discussions of the
      parties hereto. THE BORROWER AND EACH GUARANTOR (BY ITS EXECUTION OF THIS
      AGREEMENT), REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO
      CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER
      THE LOAN DOCUMENTS. TO INDUCE THE ADMINISTRATIVE AGENT AND THE BANKS TO ENTER
      INTO THIS AGREEMENT, EACH OF THE BORROWER AND THE GUARANTORS WAIVES ANY AND
      ALL
      CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING
      PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE ADMINISTRATIVE AGENT AND THE
      BANKS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ATTORNEYS
      (COLLECTIVELY THE "RELEASED
      PARTIES")
      FROM
      ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF
      ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED
      WHICH THE BORROWER OR THE GUARANTORS EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY
      HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR
      IN
      CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
      THEREBY. 

     

    Section
      9.11  Waiver. Subject to the satisfaction of the conditions
      precedent set forth in Article III, each of the Banks waives the
      Existing Defaults and agrees not to exercise any rights or remedies available
      as
      a result of the occurrence thereof. To induce the Administrative Agent and
      the
      Banks to agree to the foregoing waiver, the Borrower and the Guarantors agree
      that the waiver specifically described herein shall not constitute and shall
      not
      be deemed a waiver of any other event of default under any Loan Document or
      any
      other event that with the giving of notice or lapse of time or both would
      constitute such an event of default, whether arising as a result of the further
      violation of the Total Funded Debt to Total Capitalization Covenant, the
      Guaranteed Indebtedness Covenant, the Note Agreement, the Dairy Facility
      Reimbursement Agreement or otherwise, or a waiver of any rights or remedies
      arising as a result of such other events of default or other such events. The
      failure to comply with the Total Funded Debt to Total Capitalization Covenant
      or
      the Guaranteed Indebtedness Covenant at any time after the date hereof and
      the
      occurrence of an event of default under the Note Agreement or Dairy Facility
      Reimbursement Agreement, in each case, other than as described in the definition
      of Existing Defaults, shall constitute an event of default under this
      Agreement.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers thereunto duly authorized, as of the date first above
      written.

     

    
      	 	 	 
	 	CAL-MAINE
              FOODS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name 
                B. J. Raines

              Title Vice
                President

            


    

     

     

      	 	 	 
	 	
              COÖPERATIEVE
                CENTRALE RAIFFEISEN-BOERENLEENBANK
                B.A.

              "RABOBANK
                NEDERLAND", NEW YORK
                BRANCH, as the Administrative Agent and
                a Bank

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name

              Title 

            


    

    
      
        	
              	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Name

                Title 

              


      

       

    

    

      	 	 	 
	 	FIRST
              SOUTH FARM CREDIT, ACA
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name

              Title 

            


    

    


    
      	 	 	 
	 	HARRIS
              TRUST AND SAVINGS BANK
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name

              Title 

            





    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    GUARANTOR
      CONSENT

    


    Each
      Guarantor: (i) consents and agrees to this Second Amended and Restated
      Revolving Credit Agreement including without limitation, Section 9.10(a)
      and
9.11;
      (ii) agrees that the Amended Guaranty Agreement, Consolidated Security
      Agreement, and the Mortgages to which it is a party shall remain in full force
      and effect and shall continue to be the legal, valid, and binding obligation
      of
      such Guarantor enforceable against it in accordance with its terms; and
      (iii) agree and acknowledge that the obligations, indebtedness and
      liability secured or guaranteed by the Amended Guaranty Agreement, the
      Consolidated Security Agreement and the Mortgages to which it is a party include
      the "Obligations" as defined herein.

     

    GUARANTORS

     

    
      	 	 	 
	 	
              CAL-MAINE
                FARMS, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name 
                B. J. Raines

              Title 
                Vice President

            



      	 	 	 
	 	CAL-MAINE
              PARTNERSHIP, LTD.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name 
                Cal-Maine Foods, Inc.

              Title 
                General Partner

            


    

    
      	 	By:  	 
	 	
              

            
	 	
              
                Name 
                  B. J. Raines

                Title 
                  Vice President

              

            


    

    


    
      	
            	 	 
	 	CMF
              OF
              KANSAS - LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name 
                Cal-Maine Foods, Inc.

              Title 
                Managing Member

            


      
        	 	By:  	 
	 	
                

              
	 	
                
                  Name 
                    B. J. Raines

                  Title 
                    Vice President

                

              



        	
              	 	 
	 	
                SOUTHERN
                  EQUIPMENT DISTRIBUTORS, INC.

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Name 

                Title 
                  

              


      

    

     

    
      	
            	 	 
	 	
              SOUTH
                TEXAS APPLICATORS, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name 

              Title 
                

            




    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    CONSENT
      OF NOTEHOLDERS

    


    The
      undersigned Noteholders hereby consent to the amendment to the terms "Borrowing
      Base", "Eligible Accounts," and "Eligible Livestock" contemplated by this Second
      Amended and Restated Revolving Credit Agreement for purposes of permitting
      such
      amendment and restatement in light of the restriction on amendments thereto
      contained in Section 5.3
      of the
      Intercreditor Agreement.

     

    Executed
      as of the date first written above.

     

    
      	
            	 	 
	 	
              FIRST
                SOUTH FARM CREDIT ACA (formerly known as First South ACA, which was
                formerly known as First South Production Credit
                Association)

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name 
                Andrew Mangialardi

              Title 
                Commercial Loan Officer

            


    

     

    
      	
            	 	 
	 	
              
                METROPOLITAN
                  LIFE INSURANCE COMPANY

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name 
                

              Title 
                

            




    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    INDEX
      OF
      EXHIBITS AND SCHEDULES

    


    Exhibits:

    


    
      	
              Exhibit A

            	
              -

            	
              Form
                of Promissory Note

            
	 	 	 
	
              Exhibit B

            	
              -

            	
              Borrowing
                Base Certificate

            
	 	 	 
	
              Exhibit C

            	
              -

            	
              Compliance
                Certificate

            
	 	 	 
	
              Exhibit D

            	
              -

            	
              Franklin
                County Modification of Mortgage

            
	 	 	 
	
              Exhibit E

            	
              -

            	
              Hinds
                County First Modification of Mortgage

            
	 	 	 
	
              Exhibit
                B to
                Ninth Amendment

            	
              -

            	
              Borrower
                Pledge Agreement

            
	 	 	 
	
              Exhibit
                C to
                Ninth Amendment

            	
              -

            	
              Hillandale
                Security Agreement

            


    

    


    Schedules:

    


    
      	
              Schedule 1

            	
              -

            	
              Amendments
                to Existing Credit Agreement

            
	 	 	 
	
              Schedule 2

            	
              -

            	
              Mortgages

            
	 	 	 


    

    


    


    
      
        
        

      

      
        44