Exhibit 10.1(b)  




FIFTH AMENDMENT TO
SECOND AMENDED
AND RESTATED REVOLVING
CREDIT AGREEMENT  






THIS FIFTH 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) — Interest. The last sentence of Section 1.05(b) of the
Revolving Credit Agreement is amended in its entirety to read as follows:
Notwithstanding the foregoing: (a) any Interest Period which would otherwise extend
beyond the Termination Date shall end on the Termination Date; and (b) if the Borrower
fails to select the duration of any Interest Period, the duration of such Interest Period
shall be three (3) months. 



        Amendment
to Section 2.01 — Repayment. Section 2.01 of the Revolving Credit Agreement is
amended in its entirety to read as follows: Section 2.01 Repayment. The
Borrower shall pay to the Administrative Agent at the Principal Office for the account of
the Banks the aggregate unpaid principal amount of all Advances on the Termination Date in
accordance with the terms of the Notes and this Agreement. 



        Amendment
to Section 2.05 — Sharing of Payments, etc. The phrase
“Subject to compliance with Section 2.6 of the Intercreditor Agreement”
contained in the first sentence of, and the last two sentences of, Section 2.05 of the
Revolving Credit Agreement are deleted therefrom. 



        Amendment
to Section 5.01(i)(iii) — Tangible Net Worth. Section 5.01(i)(iii) of the
Revolving Credit Agreement is amended in its entirety to read as follows: (iii) from
and including February 28, 2004 and at all times thereafter, (A) Ninety Million
Dollars ($90,000,000) plus (B) forty five percent (45%) of Borrower’s
cumulative net income determined on a consolidated basis in accordance with GAAP for each
Fiscal Year to have completely elapsed as of the date of determination, commencing with
the Fiscal Year ending May 28, 2005. 
















        Amendment
to Section 5.01(i) — Total Funded Debt to Total Capitalization. The first
sentence of Section 5.01(i) of the Revolving Credit Agreement is amended in its entirety
to read as follows: Not at any time permit the ratio of Total Funded Debt to Total
Capitalization to exceed: (i) 70%, during the period beginning on March 2, 2003 and
continuing through February 27, 2004 and (ii) 55%, during the period from and
including February 28, 2004 and at all times thereafter. 



        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           $325,000 per calendar quarter; and  





        Amendment
to Section 6.01(c) — Events of Default. Section 6.01(c) of the Revolving Credit
Agreement is amended in its entirety to read as follows: 





        (c)                 Any
Loan Party shall fail to perform or observe any other term, covenant or
          agreement contained in any Loan Document on its part to be performed or
observed           and any such failure shall remain unremedied for 30 days after its
occurrence.  





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





“Collateral” means
the “Revolving Collateral” as defined in the Intercreditor Agreement. 
“Collateral
Documents” means the “Revolving Security Documents”as defined in the
Intercreditor Agreement. 
“Intercreditor Agreement” has the meaning
specified in the Recitals hereto. The term “Intercreditor Agreement”includes
that certain Third Amended and Restated Intercreditor Agreement dated as of February 20,
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. The
Third Amended and Restated Intercreditor Agreement amended and restated in its entirety,
the Second Amended and Restated Intercreditor Agreement described in the Recitals hereto.
“Loan Documents”
means this Agreement (as it may be amended or otherwise modified from time to time), the
Notes, the Amended Guaranty Agreement, the Consolidated Security Agreement, the
Intercreditor Agreement, and all other certificates and documents delivered by the
Borrower or its Subsidiaries hereunder or under the terms of any of the foregoing
documents.
“Repayment
Date” means the Termination Date.
“Termination Date”
means December 31, 2005 or the date of the earlier termination in whole of the
Revolving Credit Commitment pursuant to Sections 1.04 or 6.02. 



        Amendment
to Section 9.05 — Right of Set-off. The phrase “and subject to the terms of
the Intercreditor Agreement” contained in the first sentence of Section 9.05 of the
Revolving Credit Agreement is deleted therefrom. 



        Amendment
to Section 9.09 — Security. Section 9.09 of the Revolving Credit Agreement is
amended in its entirety to read as follows: Section 9.09 Security. The
obligations of the Borrower under this Agreement are guaranteed by the Amended Guaranty
Agreement and secured by the Consolidated Security Agreement. 



        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 I1 of this Amendment is subject to the satisfaction           of
the following conditions precedent:  






        (a)
The Administrative Agent shall           have received the Third Amended and Restated
Intercreditor Agreement in           substantially the form of Exhibit B hereto, executed
by all the parties thereto           including the Borrower and the Guarantors;  







        (b)              The
Administrative Agent shall have received such additional documentation and
          information as they or their 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 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  





        (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.  





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
and that certain Fourth Amendment to Second Amended and Restated Revolving
          Credit Agreement dated December 1, 2003 (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 FIFTH 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