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 November 22, 2017, among
Sanderson Farms, Inc., a Mississippi corporation (the “Company”), the Banks party hereto, and BMO Harris Bank N.A., 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 April 28, 2017 (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, the Credit Agreement shall be amended to read as follows: 
  

	 	1.1.	Section 7.11(a) of the Credit Agreement shall be amended to read as follows: 


(a) The Company will not, and will not permit any Subsidiary to, spend or be obligated to spend during any fiscal year for
capital expenditures (as defined and classified in accordance with generally accepted accounting principles as, with respect to the definition and classifications of operating leases, existing on the date of this Credit Agreement, consistently
applied, including without limitation any such capital expenditures in respect of Capitalized Leases but excluding (x) any acquisition permitted by Section 7.14(d) which might constitute such a capital expenditure, (y) the capital
expenditures permitted by clauses (b) and (c) below and (z) the capital expenditures described in Schedule 7.11(a) attached hereto in an aggregate amount not to exceed $135,000,000) in an aggregate amount for the Company and its
Subsidiaries in excess of $100,000,000 during its fiscal year ending October 31, 2017, increasing by $5,000,000 during each fiscal year of the Company ending thereafter to and including fiscal year 2022, commencing with the fiscal year ending
October 31, 2018, plus in each case up to $15,000,000 which may be carried over from the fiscal year ending October 31, 2016 into the fiscal year ending October 31, 2017, and $20,000,000 which may be carried over from any fiscal year
ending on or after October 31, 2017, into the immediately following 







 fiscal year (the “Carryover Amount”) permitted to be spent in the preceding fiscal year
but not actually spent therein. 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. 

1.2. The Credit Agreement shall be amended by adding thereto as Schedule 7.11(a) the Schedule 7.11(a) attached to this Amendment.

  

	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 Notes, or any communication issued or made pursuant to or with respect to the Credit Agreement or the 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] 

  
 -2- 








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

 

			
	SANDERSON FARMS, INC.
		
	By:	 	/s/ D. Michael Cockrell
	    Its:	 	CFO and Treasurer


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

 

			
	 BMO HARRIS BANK N.A.,

    as Agent and an L/C Issuer

		
	By:	 	/s/ David J. Bechstein
	    Its:	 	Director


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	“LENDERS”
	
	BMO HARRIS FINANCING, INC.
		
	By:	 	/s/ David J. Bechstein
	    Its:	 	Director


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	AGFIRST FARM CREDIT BANK
		
	By:	 	/s/ Matt Jeffords
	    Its:	 	Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	FARM CREDIT BANK OF TEXAS
		
	By:	 	/s/ Alan Robinson
	    Its:	 	Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	FARM CREDIT SERVICES OF AMERICA, PCA
		
	By:	 	/s/ Bruce Dean
	    Its:	 	Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	REGIONS BANK
		
	By:	 	/s/ Jim Wild
	    Its:	 	Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	BANK OF THE WEST
		
	By:	 	/s/ Trevor Svoboda
	    Its:	 	Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	1ST FARM CREDIT SERVICES, PCA
		
	By:	 	/s/ Lee Fuchs
	    Its:	 	Vice President, Capital Markets Group


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	AGSTAR FINANCIAL SERVICES, PCA
		
	By:	 	/s/ Lee Fuchs
	    Its:	 	Vice President, Capital Markets Group


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	FARM CREDIT MID-AMERICA, PCA
		
	By:	 	/s/ Jay Carter
	    Its:	 	Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	 UNITED FCS, PCA d/b/a FCS COMMERCIAL

    FINANCE GROUP

		
	By:	 	/s/ Lisa Caswell
	    Its:	 	Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	NORTHWEST FARM CREDIT SERVICES, PCA
		
	By:	 	/s/ Paul Hadley
	    Its:	 	Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	 GREENSTONE FARM CREDIT SERVICES,

    ACA/FLCA

		
	By:	 	/s/ Curtis Flammini
	    Its:	 	Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Brigitte M. Sinclair
	    Its:	 	Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	AMERICAN AGCREDIT, PCA
		
	By:	 	/s/ Dan Hansen
	    Its:	 	Senior Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	TRUSTMARK NATIONAL BANK
		
	By:	 	/s/ William H. Edwards
	    Its:	 	Senior Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	FARM CREDIT WEST, PCA
		
	By:	 	/s/ Robert Stornetta
	    Its:	 	Vice President


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







  

			
	BANKPLUS
		
	By:	 	/s/ Jay Bourne
	    Its:	 	FVP


  
 Signature Page 

Sanderson Farms, Inc. 
 First
Amendment to Credit Agreement 







 GUARANTORS’ ACKNOWLEDGMENT 

The undersigned, each of which has executed and delivered to the Banks a Guaranty Agreement dated as of April 28, 2017 (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 are 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 November 22, 2017. 
  

			
	SANDERSON FARMS, INC. (FOODS DIVISION)
		
	By:	 	/s/ D. Michael Cockrell
	    Its:	 	CFO and Treasurer


  

			
	SANDERSON FARMS, INC. (PRODUCTION DIVISION)
		
	By:	 	/s/ D. Michael Cockrell
	    Its:	 	CFO and Treasurer


  

			
	SANDERSON FARMS, INC. (PROCESSING DIVISION)
		
	By:	 	/s/ D. Michael Cockrell
	    Its:	 	CFO and Treasurer









 SCHEDULE 7.11(A) 

CERTAIN CAPITAL PROJECTS TO BE EXCLUDED
FROM THE 
 CAPITAL EXPENDITURE LIMITATION 

 

									
	 	  	 Location
	  	 Description
	  	 Amount
	 
				
	1.	  	To Be Determined	  	Construct New Feed Mill	  	$	45,000,000	 
	2.	  	Laurel Processing	  	Building Expansion	  	$	6,800,000	 
		  		  	New Evisceration Equipment	  	$	4,550,000	 
		  		  	Changes to Plant Setup in Debone	  	$	3,800,000	 
		  		  	Thigh Debone Equipment	  	$	2,150,000	 
	3.	  	Collins Processing	  	New Evisceration Equipment	  	$	7,700,000	 
		  		  	Parts Chillers	  	$	2,500,000	 
		  		  	Building Expansion	  	$	1,300,000	 
		  		  	Wing Segment Equipment	  	$	450,000	 
	4.	  	McComb Processing	  	New Evisceration Equipment	  	$	7,500,000	 
		  		  	Thigh Debone Equipment	  	$	2,100,000	 
		  		  	Pre-Chiller	  	$	750,000	 
		  		  	8th Cone Line	  	$	550,000	 
	5.	  	Kinston Processing	  	New Evisceration Equipment	  	$	7,500,000	 
		  		  	Pre-Chiller	  	$	750,000	 
		  		  	Thigh Debone	  	$	650,000	 
		  		  	8th Cone Line	  	$	600,000	 
	6.	  	Moultrie Processing	  	New Evisceration Equipment	  	$	7,500,000	 
		  		  	Pre-Chiller	  	$	750,000	 
		  		  	8th Cone Line	  	$	550,000	 
	7.	  	Brazos Processing	  	New Evisceration Equipment	  	$	7,500,000	 
		  		  	Pre-Chiller	  	$	750,000	 
	8.	  	Palestine Processing	  	New Evisceration Equipment	  	$	6,500,000	 
	9.	  	Hazlehurst Processing	  	New Evisceration Equipment	  	$	4,200,000	 
		  		  	Building Expansion	  	$	1,500,000	 
	10.	  	Waco Processing	  	New Evisceration Equipment	  	$	5,500,000