Exhibit 10.1(c)  



SIXTH AMENDMENT TO
SECOND AMENDED  



AND RESTATED REVOLVING
CREDIT AGREEMENT  



THIS SIXTH AMENDMENT TO SECOND
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated
as of April 14, 2004, is among CAL-MAINE FOODS, INC. (“Borrower”),
FIRST SOUTH FARM CREDIT, ACA (“First South”), COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK NEDERLAND,” NEW YORK BRANCH, 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: 



Definitions 



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. 



Amendments 



Amendment to Section 5.02(b)(i)
— Dividends, etc. Section 5.02(b)(i) of the Revolving Credit
Agreement is amended in its entirety to read as follows: (i) as long as no Event of
Default or 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 



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. 



Conditions Precedent 



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 additional documentation and information as they or their           legal
counsel may request;  



(b)              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;  



(c)              No
Event of Default shall have occurred and shall be continuing and no event or
          condition shall have occurred that with the giving of notice or lapse of time
or           both would be such an Event of Default; and  

















(d)              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.  



Ratifications,
Representations and Warranties 



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 and that certain Fifth Amendment to
          Second Amended and Restated Revolving Credit Agreement dated March 31,
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. 



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;  



(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.  
























Miscellaneous 



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. 



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. 



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. 



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



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. 



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. 



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. 



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



Entire Agreement. THIS
AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED IN
CONNECTION WITH THIS AMENDMENT EMBODY 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:   	  

			B.J. Raines

Vice President of each Company






















		COOPERATIEVE CENTRALE

                                                     RAIFFEISEN-BOBRENLEENBANK B.A.

                                                     "RABOBANK NEDERLAND," NEW YORK

BRANCH, as the Administrative Agent and a Bank



		By:   	 

		 	Name:   	 

		 	Title:   	 

		

	 
		By:   	 

		 	Name:   	 

		 	Title:   	 









		FIRST SOUTH FARM CREDIT, ACA



		By:   	 

		 	Name:   	 

		 	Title:   	 









		HARRIS TRUST AND SAVINGS BANK



		By:   	 

		 	Name:   	 

		 	Title:   	 









GUARANTOR CONSENT 



Each Guarantor: (i) consents and
agrees to this Sixth 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 m 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:   	  

			 B.J. Raines, Vice President of each of the
                                                     forgoing companies





















		CAL-MAINE PARTNERSHIP, LTD.


		By:  	Cal-Maine Foods, Inc.,

                                                     its general partner



		By:   	  

			B.J. Raines, Vice President









		CMF OF KANSAS - LLC


		By:  	Cal-Maine Foods, Inc.,

                                                     its general partner



		By:   	  

			B.J. Raines, Vice President