Unassociated Document


    EXHIBIT
      10.2(a)

    
 

    TENTH
      AMENDMENT TO SECOND AMENDED

    AND
      RESTATED REVOLVING CREDIT AGREEMENT

    


    THIS
      TENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this
      "Amendment"),
      dated
      as of March 15, 2007, is among CAL-MAINE FOODS, INC. ("Borrower"),
      FIRST
      SOUTH
      FARM
      CREDIT, ACA ("First
      South"),
      COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND,"
      NEW
      YORK BRANCH (who is sometimes referred to as Rabobank International),
      individually and as Administrative Agent for itself and the other Banks (in
      such
      capacity, the "Administrative
      Agent"
      and
      individually, herein "Rabobank"),
      and
      HARRIS N.A., successor in interest by merger to HARRIS TRUST AND SAVINGS BANK
      ("Harris"
      and
      collectively with Rabobank and First South, herein the "Banks").

     

    RECITALS:

    


    A. Borrower,
      the Administrative Agent, and the Banks have entered into that certain Second
      Amended and Restated Revolving Credit Agreement dated as of
      February 6, 2002 (such Second Amended and Restated Revolving Credit
      Agreement, as the same has been amended, and as the same may be further amended
      or otherwise modified, herein referred to as the "Revolving
      Credit Agreement").

     

    B. The
      Pledgors have requested that the Revolving Credit Agreement be amended and
      the
      Administrative Agent and the Banks have agreed to amend the Revolving Credit
      Agreement on the terms and conditions herein set forth.

     

    NOW,
      THEREFORE, in consideration of the premises herein contained and other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows effective as of the date
      hereof:

     

    ARTICLE
      I

     

    Definitions

     

    Section
      1.01  Definitions.
      Capitalized terms used in this Amendment, to the extent not otherwise defined
      herein, shall have the same meanings as in the Revolving Credit
      Agreement.

     

    ARTICLE
      II

     

    Amendments

     

    Section
      2.01  Amendment
      to Section 1.03 - Commitment
      Fee.
      Section
      1.03 of the Revolving Credit Agreement is amended in its entirety to read as
      follows:

     

    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 0.30%, payable quarterly on the last day of each calendar quarter
      during the term of the Revolving Credit Commitments, commencing on
      March 31, 2007 and ending on the Termination Date.

     

     

    

      TENTH
        AMENDMENT TO SECOND AMENDED AND RESTATED

      REVOLVING
        CREDIT AGREEMENT, Page 1

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      2.02  Amendment
      to Paragraph (c) of Section 5.02 - Negative
      Covenants.
      Paragraph (c)
      of
      Section 5.02 of the Revolving Credit Agreement is amended in its entirety to
      read as follows:

     

    (c) Capital
      Expenditures.
      Make,
      nor will it permit any Subsidiary to make, any expenditures for fixed or capital
      assets which would cause the aggregate of all such expenditures (but not
      including, to the extent included, the Excluded Capital Expenditures) made
      by
      the Borrower and its Subsidiaries in any period of four (4) consecutive Fiscal
      Quarters to exceed the sum of (i) consolidated depreciation of the Borrower
      and
      the Subsidiaries for such period plus (ii) 25% of consolidated depreciation
      of
      the Borrower and the Subsidiaries for such period. The term "Excluded
      Capital Expenditures"
      means
      the following expenditures to the extent they are for fixed or capital assets
      and are incurred in the period of calculation:

     

    (i) the
      expenditures for rolling stock;

    


    (ii) expenditures
      made to acquire the membership interest in Hillandale, LLC; 

    


    (iii) expenditures
      in an aggregate amount not to exceed $15,000,000 made to construct and acquire:
      (A) a plant constructed by the Borrower for the processing and disposal of
      spent hens in Waelder, Texas and (B) a plant constructed by the Borrower
      for the breaking and processing of shelled eggs in Waelder, Texas;
      and

    


    (iv) expenditures
      by Green Forest Foods, LLC in an aggregate amount not to exceed $10,500,000
      made
      to acquire certain assets which were previously leased by Green Forest Foods,
      LLC under one or more operating leases.

    


    Section
      2.03  Amendment
      to Existing Definitions in Section 7.01 - Definitions
      and Accounting Terms.
      The
      definition of the term "Termination Date" set forth in Section
      7.01
      of the
      Revolving Credit Agreement is amended in its entireties to read as
      follows:

     

    "Termination
      Date"
      means
      December 31, 2008 or the date of the earlier termination in whole of the
      Revolving Credit Commitment pursuant to Sections 1.04
      or
6.02.

     

    Section
      2.04  Amendment
      to Exhibit - Compliance
      Certificate.
      Exhibit C
      to the
      Revolving Credit Agreement is amended in its entirety to read as set forth
      on
      Exhibit A hereto.

     

    ARTICLE
      III

     

    Conditions
      Precedent

     

    Section
      3.01  Conditions.
      The
      effectiveness of Article II of this Amendment is subject to the
      satisfaction of the following conditions precedent:

     

    (a)  The
      Administrative Agent shall have received the following, all in form and
      substance acceptable to the Agent: (i) a fully executed complete copy of
      the Subsidiary Joinder Agreement executed by Green Forest Foods, LLC (including
      all schedules thereto); (ii) the results of the search of the Uniform
      Commercial Code (or equivalent) and effective financing statement filings,
      tax
      Liens and judgment Liens made with respect to the Pledgors (including Green
      Forest Foods, LLC) in each jurisdiction (A) in which a Pledgor is
      organized, (B) where a Pledgor has its chief executive office or has had
      its chief executive office within the last four months and (C) in which any
      Collateral is located; and copies of the financing statements (or other
      documents) disclosed by such search and evidence reasonably satisfactory to
      the
      Agent that the Liens indicated by such financing statements (or similar
      documents) are permitted by the Agreement or have been released; (iii) a
      legal opinion from counsel to Green Forest Food, LLC addressing such matters
      relating to this Amendment and the documents executed pursuant hereto as the
      Agent may request; (iv) such other documentation that is required to be
      delivered under the terms of the Subsidiary Joinder Agreement and the
      Consolidated Security Agreement; and (v) such other documentation as the
      Administrative Agent may request to cause Green Forest Foods, LLC to create,
      perfect, or otherwise implement the guaranty and pledge of collateral
      contemplated by the Amended Guaranty Agreement and Consolidated Security
      Agreement (collectively with the Subsidiary Joinder Agreement, herein the
      "Joinder
      Documents");

     

    

      TENTH
        AMENDMENT TO SECOND AMENDED AND RESTATED

      REVOLVING
        CREDIT AGREEMENT, Page 2

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (b)  The
      Administrative Agent shall have received such evidence of the existence and
      good
      standing of the Pledgors (including Green Forest Foods, LLC) and of their
      authority to execute, deliver and perform this Amendment and, with respect
      to
      Green Forest Foods, LLC, the Joinder Documents to which each is a party as
      the
      Administrative Agent may require, each dated (unless otherwise indicated) the
      date of this Amendment, in form and substance satisfactory to the Administrative
      Agent;

     

    (c)  The
      Administrative Agent shall have received such additional documentation and
      information as it or its legal counsel may request;

     

    (d)  The
      representations and warranties contained herein and in all other Loan Documents,
      as amended hereby, shall be true and correct as of the date hereof as if made
      on
      the date hereof, except for such representations and warranties limited by
      their
      terms to a specific date;

     

    (e)  No
      Event
      of Default nor any event or condition that with the giving of notice or lapse
      of
      time or both would be such an Event of Default shall exist or will result;
      and

     

    (f)  All
      proceedings taken in connection with the transactions contemplated by this
      Amendment and all documentation and other legal matters incident thereto shall
      be satisfactory to the Administrative Agent and its legal counsel.

     

    ARTICLE
      IV

     

    Ratifications,
      Representations and Warranties

     

    Section
      4.01  Ratifications.
      The
      terms and provisions set forth in this Amendment shall modify and supersede
      all
      inconsistent terms and provisions set forth in the Revolving Credit Agreement
      and except as expressly modified and superseded by this Amendment, the terms
      and
      provisions of the Loan Documents (including all amendments thereto which
      include, without limitation, that certain First Amendment and Waiver to Second
      Amended and Restated Revolving Credit Agreement dated
      October 14, 2002, that certain Second Amendment to Second Amended and
      Restated Revolving Credit Agreement dated January 31, 2003, that
      certain Third Amendment to Second Amended and Restated Revolving Credit
      Agreement dated September 12, 2003, that certain Fourth Amendment to
      Second Amended and Restated Revolving Credit Agreement dated December 1, 2003,
      that certain Fifth Amendment to Second Amended and Restated Revolving Credit
      Agreement dated March 31, 2004, that certain Sixth Amendment to Second Amended
      and Restated Revolving Credit Agreement dated April 14, 2004, that certain
      Seventh Amendment to Second Amended and Restated Revolving Credit Agreement
      dated August 6, 2004, that certain Eight Amendment to Second Amended and
      Restated Revolving Credit Agreement dated March 15, 2004 and that certain Ninth
      Amendment to Second Amended and Restated Revolving Credit Agreement dated
      October 30, 2005 (collectively, the "Previous
      Amendments"))
      are
      ratified and confirmed and shall continue in full force and effect. The liens,
      security interests, and assignments created and evidenced by the Loan Documents
      are valid and existing liens, security interests, and assignments of the
      respective priority recited in the Loan Documents. Each of the parties hereto
      agrees that: (i) the Loan Documents, as amended hereby and by the Previous
      Amendments, shall continue to be legal, valid, binding, and enforceable in
      accordance with their respective terms and (ii) this Amendment is a Loan
      Document as such term is defined in and used in the Revolving Credit Agreement
      and the other Loan Documents.

     

     

    
      TENTH
        AMENDMENT TO SECOND AMENDED AND RESTATED

      REVOLVING
        CREDIT AGREEMENT, Page 3

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    Section
      4.02  Representations
      and Warranties.
      To
      induce the Administrative Agent and the Banks to modify the Revolving Credit
      Agreement as herein set forth, each Pledgor represents and warrants to the
      Administrative Agent and the Banks that:

     

    (a)  The
      representations and warranties of each Pledgor contained in the Loan Documents,
      as amended hereby, are true and correct on and as of the date hereof as though
      made on and as of the date hereof, except for such representations and
      warranties limited by their terms to a specific date;

     

    (b)  No
      Event
      of Default has occurred and is continuing and no event or condition has occurred
      that with the giving of notice or lapse of time or both would be an Event of
      Default, and each Pledgor is in full compliance with all covenants and
      agreements binding on them contained in the Loan Documents, as amended
      hereby;

     

    (c)  No
      default nor any event of default has occurred and is continuing or will occur
      as
      a result of the transactions contemplated hereby under the terms of the Note
      Agreement and no event or condition has occurred (or will occur as a result
      of
      the transactions contemplated hereby) that with the giving of notice or lapse
      of
      time or both would be such a default or event of default, and each Pledgor
      is in
      full compliance with all covenants and agreements binding on them contained
      in
      the Note Agreement;

     

    (d)  AS
      OF THE
      DATE OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS, RIGHTS OF
      RECOUPMENT OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS
      UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT WAIVES ANY AND ALL
      SUCH
      CLAIMS, OFFSETS, DEFENSES, RIGHTS OF RECOUPMENT OR COUNTERCLAIMS, WHETHER KNOWN
      OR UNKNOWN, ARISING PRIOR TO THE DATE OF ITS EXECUTION OF THIS
      AMENDMENT.

     

    ARTICLE
      V

     

    Miscellaneous

     

    Section
      5.01  Survival
      of Representations and Warranties.
      All
      representations and warranties made in this Amendment shall survive the
      execution and delivery of this Amendment, and no investigation by the
      Administrative Agent or any Bank or any closing shall affect the representations
      and warranties or the right of the Administrative Agent and each Bank to rely
      upon them.

     

    
      TENTH
        AMENDMENT TO SECOND AMENDED AND RESTATED

      REVOLVING
        CREDIT AGREEMENT, Page 4

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Section
      5.02  Reference
      to Revolving Credit Agreement.
      Each of
      the Loan Documents are hereby amended so that any reference in such Loan
      Documents to the Revolving Credit Agreement shall mean a reference to the
      Revolving Credit Agreement, as amended hereby.

     

    Section
      5.03  Severability.
      Any
      provision of this Amendment held by a court of competent jurisdiction to be
      invalid or unenforceable shall not impair or invalidate the remainder of this
      Amendment and the effect thereof shall be confined to the provision so held
      to
      be invalid or unenforceable.

     

    Section
      5.04  Applicable
      Law.
      THIS
      AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK.

     

    Section
      5.05  Successors
      and Assigns.
      This
      Amendment is binding upon and shall inure to the benefit of the parties hereto
      and their respective successors and assigns, except no Pledgor may assign or
      transfer any of its rights or obligations hereunder without the prior written
      consent of the Banks. Any assignment in violation of this Section 5.05 shall
      be
      void.

     

    Section
      5.06  Counterparts.
      This
      Amendment may be executed in one or more counterparts and on telecopy or other
      electronically duplicated counterparts, each of which when so executed shall
      be
      deemed to be an original, but all of which when taken together shall constitute
      one and the same agreement.

     

    Section
      5.07  Effect
      of Waiver.
      No
      consent or waiver, express or implied, by the Administrative Agent or any Bank
      to or for any breach of or deviation from any covenant, condition, or duty
      by
      Borrower or any Guarantor shall be deemed a consent or waiver to or of any
      other
      breach of the same or any other covenant, condition, or duty.

     

    Section
      5.08  Headings.
      The
      headings, captions, and arrangements used in this Amendment are for convenience
      only and shall not affect the interpretation of this Amendment.

     

    Section
      5.09  Entire
      Agreement.
      THIS
      AMENDMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
      SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
      UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
      SUBJECT MATTER OF THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY
      EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
      OF THE PARTIES HERETO.

     

    Executed
      as of the date first written above.

     

    
      	 	 	 
	 	CAL-MAINE FOODS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Timothy
              Dawson, Vice President and Chief Financial Officer
              
	 	 


    

     

    


    


    
      TENTH
        AMENDMENT TO SECOND AMENDED AND RESTATED

      REVOLVING
        CREDIT AGREEMENT, Page 5

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	 	 	 
	 	
                COÖPERATIEVE
                  CENTRALE

                RAIFFEISEN-BOERENLEENBANK
                  B.A.

                "RABOBANK
                  NEDERLAND," NEW YORK BRANCH (sometimes referred to as Rabobank
                  International), as the Administrative Agent and a Bank

              
	 
 	 
 	 
 
	 	By:  	 
	 	
              	
                
Richard
                J. Beard, Executive Director
	 	
              	 


      

    

    
      
        
          	 	 	 
	 	
                  By:  

                	
                
	 
 	 
 	
                  

                  Rebecca Morrow, Executive Director
	 	 	 


        

      

      
 

       
        TENTH
          AMENDMENT TO SECOND AMENDED AND RESTATED

        REVOLVING
          CREDIT AGREEMENT, Page 6

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
         

        
          	 	 	 
	 	
                  FIRST
                    SOUTH FARM CREDIT, ACA

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                	
                  
J.
                  Andrew Mangialardi, Vice President 
	 	
                	 


        

      

      
        
          
          

           

          
            TENTH
              AMENDMENT TO SECOND AMENDED AND RESTATED

            REVOLVING
              CREDIT AGREEMENT, Page 7

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

           

          
            	 	 	 
	 	Harris N.A. (successor
                    in interest
                    by merger to Harris Trust and Savings Bank)
	 	 	 
	 	
                    By:  

                  	
                  
	 
 	 
 	
                    

                    David
                      J. Bechstein, Vice President

                  
	 	 	 


          

        

        


          TENTH
            AMENDMENT TO SECOND AMENDED AND RESTATED

          REVOLVING
            CREDIT AGREEMENT, Page 8

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    GUARANTOR
      CONSENT

    


    Each
      Guarantor: (i) consents and agrees to this Tenth Amendment to Second
      Amended and Restated Revolving Credit Agreement; (ii) agrees that the
      Intercreditor Agreement, the Amended Guaranty Agreement and the Consolidated
      Security Agreement to which it is a party remain in full force and effect and
      continue to be the legal, valid, and binding obligation of such Guarantor
      enforceable against it in accordance with its terms; and (iii) agrees and
      acknowledges that the obligations, indebtedness and liability secured or
      guaranteed by the Amended Guaranty Agreement and the Consolidated Security
      Agreement to which it is a party include the "Obligations" as defined in the
      Second Amended and Restated Revolving Credit Agreement, as amended by this
      Amendment.

     

    
      
        	 	GUARANTORS
	 	 	 
	 	
                CAL-MAINE
                  FARMS, INC. 

                SOUTHERN
                  EQUIPMENT DISTRIBUTORS, INC.

                SOUTH
                  TEXAS APPLICATORS, INC.

              
	 	 	 
	 	
                By:  

              	
              
	 
 	 
 	
                

                Timothy
                  Dawson, Vice President and 

                Chief
                  Financial Officer of each of the foregoing companies

              
	 	 	 


      

      

        	
              	 	 
	 	
                
                  CAL-MAINE
                    PARTNERSHIP, LTD.

                

              
	 	 	 
	 	
                By:  
                  

              	Cal-Maine Foods, Inc.,
                its
                  general partner

              


         

        
          	 	 	 	 
	 	          	 By:	 
	 	 	 	
                  

                  Timothy
                    Dawson, Vice President and 

                  Chief
                    Financial Officer

                


        

      

    

    

      	
            	 	 
	 	
              
                CMF
                  OF KANSAS - LLC

              

            
	 	 	 
	 	
              By:  
                

            	Cal-Maine Foods, Inc.,
              its
                general partner

            


    

    
      
         

        
          	 	 	 	 
	 	          	 By:	 
	 	 	 	
                  

                  Timothy
                    Dawson, Vice President and 

                  Chief
                    Financial Officer

                


        

      

       

    

     

     

    
      TENTH
        AMENDMENT TO SECOND AMENDED AND RESTATED

      REVOLVING
        CREDIT AGREEMENT, Page 9


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

        	
              	 	 
	 	
                
                  
                    GREEN
                      FOREST FOODS, LLC

                  

                

              
	 	 	 
	 	
                By:  
                  

              	Cal-Maine Foods, Inc., its sole
                member


      

      
        
           

          
            	 	 	 	 
	 	          	 By:	 
	 	 	 	
                    

                    
                      Timothy
                        Dawson, Vice President and 

                      Chief
                        Financial Officer

                    

                  


          

        

         

      

    

    


    TENTH
      AMENDMENT TO SECOND AMENDED AND RESTATED

    REVOLVING
      CREDIT AGREEMENT, Page 10

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    HILLANDALE
      CONSENT

    


    Hillandale:
      (i) consents and agrees to this Tenth Amendment to Second Amended and
      Restated Revolving Credit Agreement; (ii) agrees that the Intercreditor
      Agreement and the Hillandale Security Agreement remain in full force and effect
      and continue to be the legal, valid, and binding obligation of Hillandale
      enforceable against it in accordance with its terms; and (iii) agrees and
      acknowledges that the obligations, indebtedness and liability secured by the
      Hillandale Security Agreement include the "Obligations" as defined in the Second
      Amended and Restated Revolving Credit Agreement, as amended by this
      Amendment.

     

    
       

      
        
          	 	
                  HILLANDALE,
                    LLC

                
	 	 	 
	 	
                  By:  

                	
                
	 
 	 
 	
                  

                  Jack
                    E. Hazen, Chief Operating Officer 

                
	 	 	 


        

      

    

     

     

     

    


    


    TENTH
      AMENDMENT TO SECOND AMENDED AND RESTATED

    REVOLVING
      CREDIT AGREEMENT, Page 11