Ex-10.1






Exhibit 10.1




Sanderson Farms, Inc.




First Amendment to Credit Agreement




     This
First Amendment to Credit Agreement (herein, the
“Amendment”) is entered into as of July
25, 2008, among Sanderson Farms, Inc., a Mississippi corporation, the Banks party hereto, and Bank
of Montreal, as Agent for the Banks, (“Agent”).



Preliminary Statements




     A. The Company, the Banks and the Agent are parties to a Credit Agreement dated as of May 1,
2008 (the “Credit Agreement”). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.



     B. The Company has requested that the Required Banks amend the Credit Agreement, and the
Required Banks are willing to do so on the terms and conditions set forth in this Amendment.



     Now, Therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:



1. Amendments.




     Upon satisfaction of all of the conditions precedent set forth in Section 2 hereof, Section
7.12(a) of the Credit Agreement shall be amended to read as follows:




(a) The Company will not, and will not permit any Subsidiary to, be
obligated to spend during any fiscal year for capital expenditures
(as defined and classified in accordance with generally accepted
accounting principles consistently applied, including without
limitation any such capital expenditures in respect of Capitalized
Leases but excluding any acquisition permitted by Section 7.14(d)
which might constitute such a capital expenditure and the capital
expenditures permitted by clause (b) below) in an aggregate amount
for the Company and its Subsidiaries in excess of (i) for the fiscal
year ending October 31, 2008, $60,000,000 and (ii) for each fiscal
year of the Company ending thereafter, $35,000,000 plus $7,500,000
(the “Carryover Amount”) permitted to be spent in the preceding
fiscal year but not actually spent therein (the “Maximum Carryover
Amount to the Next Fiscal Year”). For purposes of this Section, any
capital expenditures made in any fiscal year shall be applied first
to the Carryover Amount, if any, available during such fiscal year.



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2. Conditions Precedent.




     The effectiveness of this Amendment is subject to the satisfaction of all of the following
conditions precedent:



     2.1. The Company and the Required Banks shall have executed this Amendment.



     2.2. Each Guarantor Subsidiary shall have executed the Guarantors’ Acknowledgment attached
hereto.



3. Representations and Warranties.




     3.1. Each of the representations and warranties set forth in Section 5 of
the Credit Agreement is true and correct.



     3.2. The Company is in full compliance with all of the terms and conditions of the Credit
Agreement and no Event of Default or Potential Default has occurred and is continuing thereunder or
shall result after giving effect to this Amendment.



4. Miscellaneous.




     4.1. Reference to this specific Amendment need not be made in any note, document,
letter, certificate, the Credit Agreement itself, the Revolving Notes, or any communication issued
or made pursuant to or with respect to the Credit Agreement or the Revolving Notes, any reference
to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.



     4.2. This Amendment may be executed in any number of counterparts, and by the different
parties on different counterparts, all of which taken together shall constitute one and the same
agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart
and each of such counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.



[SIGNATURE PAGES TO FOLLOW]





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This Amendment is entered into as of the date and year first above written.




	 	 	 	 	 
	 	Sanderson Farms, Inc.

 	 
	 	By  	/s/ Mike Cockrell
 	 
	 	 	Its CFO and Treasurer 	 
	 	 	 	 
	 


Accepted and agreed to as of the date and year first above written.




	 	 	 	 	 
	 	Bank of Montreal

    individually and as Agent

 	 
	 	By  	/s/
Philip Langheim
 	 
	 	 	Its Director 	 
	 	 	 	 
	 
	 	BMO Capital Markets Financing, Inc.

 	 
	 	By  	/s/
Philip Langheim
 	 
	 	 	Its  Director 	 
	 	 	 	 
	 
	 	U.S. Bank National Association

 	 
	 	By  	/s/
Schulyler B. Olsen
 	 
	 	 	Its Senior Vice President 	 
	 	 	 	 
	 
	 	Regions Bank

 	 
	 	By  	/s/ Stanley A. Herren
 	 
	 	 	Its   Vice President 	 
	 	 	 	 
	 
	 	ING Capital LLC

 	 
	 	By  	/s/ Daniel Sanchez
 	 
	 	 	Its Vice President 	 
	 	 	 	 
	 
	 	Trustmark National Bank

 	 
	 	By  	/s/
William Edwards
 	 
	 	 	Its   First Vice President 	 
	 	 	 	 



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	 	Farm Credit Bank of Texas

 	 
	 	By  	/s/ Alan Robinson
 	 
	 	 	Its  Vice President 	 
	 	 	 	 
	 
	 	AgFirst Farm Credit Bank

 	 
	 	By  	/s/ J. Randal Musselwhite
 	 
	 	 	Its Vice President 	 
	 	 	 	 
	 
	 	GreenStone Farm Credit Services, ACA

 	 
	 	By  	/s/ Curtis Flamini
 	 
	 	 	Its Vice President 	 
	 	 	 	 
	 
	 	Farm Credit Services of America, PCA

 	 
	 	By  	/s/ Bruce P. Rouse
 	 
	 	 	Its  Vice President 	 
	 	 	 	 



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Guarantors’ acknowledgment





     The undersigned, each of which has executed and delivered to the Banks a Guaranty Agreement
dated as of May 1, 2008 (the “Guaranty Agreement”), hereby acknowledges the amendment of the Credit
Agreement as set forth above and agrees that all of the Company’s indebtedness, obligations and
liabilities to the Banks and the Agent under the Credit Agreement, as amended by the foregoing
Amendment, and the Notes is and shall continue to be entitled to the benefits of said Guaranty
Agreement. The undersigned further agree that the Acknowledgment or consent of the undersigned to
any further amendments of the Credit Agreement shall not be required as a result of this
Acknowledgment having been obtained, except to the extent, if any, required by the Guaranty
Agreement.



Dated as
of July 25, 2008.




	 	 	 	 	 
	 	Sanderson Farms, Inc. (Foods Division)

 	 
	 	By  	/s/ Mike Cockrell
 	 
	 	 	Its   CFO and Treasurer 	 
	 	 	 	 
	 
	 	Sanderson Farms, Inc. (Production Division)

 	 
	 	By  	/s/ Mike Cockrell
 	 
	 	 	Its  CFO and Treasurer 	 
	 	 	 	 
	 
	 	Sanderson Farms, Inc. (Processing Division)

 	 
	 	By  	/s/ Mike Cockrell
 	 
	 	 	Its  CFO and Treasurer 	 
	 	 	 	 



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