EXHIBIT 10.1 (d) 




SEVENTH AMENDMENT TO
SECOND AMENDED                            
AND RESTATED REVOLVING CREDIT AGREEMENT 



        THIS
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”),
dated as of August 6, 2004, 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, individually and as administrative
agent for itself and the other Banks (in such capacity, the “Administrative Agent” and
individually, herein “Rabobank”), and 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.                      Borrower
and Guarantors have requested that the Revolving Credit Agreement be
               amended as herein set forth and the Administrative Agent and the Banks
have                agreed to such an amendment 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 5.01(k) – Cash Flow Coverage Ratio. The definition of the
term “Fixed Charges” set forth in Section 5.01(k) of the Revolving Credit
Agreement is amended in its entirety to read as follows:  




	 	        “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. 

















        Section
2.02 Amendment to Section 5.02(b) –Dividends, etc. Section
5.02(b) of the Revolving Credit Agreement is amended in its entirety to read as follows:  




	 	        (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)
                           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,           repurchase up to 2,000,000
shares of its common stock,  provided, however that (A) the aggregate amount paid to
repurchase such shares shall not exceed Thirty Million Dollars ($30,000,000); (B) all
such repurchases shall occur on or before November 30, 2005; and (C) following each such
repurchase and after giving effect to the payment of the purchase price therefore,
Borrower shall have a minimum of (1) Twenty Million Dollars ($20,000,000) in cash or cash
equivalents and (2) the Revolving Credit Commitments shall exceed the sum of the
aggregate outstanding amount of the Advances and Credit Liabilities by Fifteen Million
Dollars ($15,000,000) or more. 







        Section
2.03 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
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;  




        (b)                      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;  




        (c)                      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;
and  




        (d)                      Borrower
shall have paid to the Administrative Agent, in consideration of the
               accommodations granted by the Banks in this Amendment, an amendment fee in
the                amount of Seventy- Five Thousand Dollars ($75,000) (the Borrower
hereby agreeing                to make such payment on or before August 6, 2004 and the
Administrative Agent                hereby agreeing to pay each Bank that executes this   Amendment by August 6, 2004 its pro
rata portion (determined based on the Revolving Credit Commitments of the Banks that have
executed this Amendment by such date) of such fee promptly after its receipt thereof and
the Bank’s execution of this Amendment).  












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, and that certain
Sixth Amendment to Second Amended and Restated Revolving Credit Agreement dated April 14,
2004 (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.  




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




        (a)                      The
representations and warranties of Borrower and each Guarantor 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 the Borrower and each Guarantor is in full
compliance with                all covenants and agreements binding on them contained in
the Loan Documents, as                amended hereby; and  




        (c)                      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.  




        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 neither
Borrower nor any Guarantor may assign or transfer any of its rights or obligations
hereunder without the prior written consent of the Banks.  




        Section
5.06 Counterparts. This Amendment may be executed in one or more counterparts and on
telecopy 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 SUPERSEDE 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:  /s/ B.J Raines
		        B.J. Raines, 
		        Vice President
	

 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
		"RABOBANK NEDERLAND", NEW YORK BRANCH, as the Administrative Agent and a Bank
	

 	By:  /s/ Richard J. Beard
		        Name: Richard J. BEARD
		        Title: Executive Director
	

 	By:  /s/ Brett Delfino
		        Name: Brett Delfino
		        Title: Executive Director
	

 	FIRST SOUTH FARM CREDIT, ACA
	

 	By:  /s/ J. Andrew Mangialardi
		        Name: J. Andrew Mangialardi
		        Title: Vice President
	

 	HARRIS TRUST AND SAVINGS BANK
	

 	By:  /s/ David J. Bechstein
		        Name: David J. Bechstein
		        Title: Vice President















GUARANTOR CONSENT 



        Each
Guarantor: (i) consents and agrees to this Seventh 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
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) 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:  /s/ B. J. Raines
		        B.J. Raines, Vice President of each of the forgoing companies
	
 	CAL-MAINE PARTNERSHIP, LTD.
	
 	By:  Cal-Maine Foods, Inc., its general partner
	
 	        By:  /s/ B. J. RAINES
		                B. J. Raines,
		                Vice President












		
		CMF OF KANSAS - LLC
	
 	By:  Cal-Maine Foods, Inc. its managing member
	
 	        By:  /s/ B.J. Raines
		                B. J. Raines, Vice President