EXHIBIT 10.1(e)  




EIGHTH AMENDMENT TO
SECOND AMENDED                            
AND RESTATED REVOLVING CREDIT AGREEMENT 



        THIS
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”),
dated as of March 15, 2005, is among CAL-MAINE FOODS, INC. (“Borrower”), FIRST
SOUTH FARM CREDIT, ACA (“First South”), COÖPERATIEVE CENTRALE RAIFFEISEN–BOERENLEENBANK
B.A., “RABOBANK INTERNATIONAL,” NEW YORK BRANCH (who is sometimes referred to
as Rabobank Nederland), 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 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 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
2.02 Amendment to Section 1.05(a) –Interest. The first sentence of Section
1.05(a) of the Revolving Credit Agreement is amended in its entirety to read as follows:  




	 	        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. 







        Section
2.03 Amendment to Section 1.12 –Letter of Credit Fees. The first sentence of
Section 1.12 of the Revolving Credit Agreement is amended in its entirety to read as
follows:  




	 	        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
init ial Letter of Credit. 







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




	 	        (ii)
                           as long as no Event of
Default nor any event that with the giving of notic e 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 since
August 6, 2004 to repurchase such shares shall not exceed Thirty Million Dollars
($30,000,000); (B) all such repurchases shall occur on or before November 30, 2006; 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
2.05 Amendment to Section 7.01 –Definitions and Accounting Terms. The
following definitions are added to Section 7.01 of the Revolving Credit Agreement in
proper alphabetical order:  




	 	        “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 March 31, 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.  






	 	        “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.  








        Section
2.06 Amendment to Section 7.01 –Definitions and Accounting Terms. The
definition of the terms “Intercreditor Agreement” and “Termination Date” set
forth in Section 7.01 of the Revolving Credit Agreement are amended in their respective
entirety to read as follows:  




	 	        “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. 














	 	        “Termination
Date” means December 31, 2006 or the date of the earlier termination in whole of the
Revolving Credit Commitment pursuant to Sections 1.04 or 6.02. 







        Section
2.07 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 such evidence of the existence and
               good standing of the Borrower and the Guarantors and of their authority to
               execute, deliver and perform this Amendment 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;  




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




        (c)                      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;  




        (d)                      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; and  




        (e)                      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, and that certain Seventh Amendment to Second Amended and Restated
Revolving Credit Agreement dated August 6, 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 Counterpart. 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 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:  /S/ B. J. RAINES
		        B. J. Raines, Vice President
	
 	COOPERATIEVE CENTRALE
		RAIFFEISEN-BOERENLEENBANK B.A.
		"RABOBANK INTERNATIONAL," NEW YORK
		BRANCH,
		as Administrative Agent and Bank
	
 	BY:  /S/ Richard J. Beard
		        Richard J. Beard, Executive Director
	
 	BY:  /S/ Brett Delfino
		        Brett Delfino, Executive Director
	
 	FIRST SOUTH FARM CREDIT, ACA
	
 	BY:  /S/ J. Andrew Mangialardi
		        J. Andrew Mangialardi, Vice President


















		HARRIS TRUST AND SAVINGS BANK
	
 	BY:  /S/ David J. Bechstein
		        J. David Bechstein, Vice President

















GUARANTOR CONSENT 



        Each
Guarantor: (i) consents and agrees to this Eighth 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
		        Foregoing companies
	
 	CAL-MAINE PARTENRSHIP, 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 partner
	
 	By:  /S/ B. J. Raines
		        B. J. Raines, Vice President