**Exhibit 10.4**

** **

**EXTENSION AND AMENDMENT AGREEMENT**

 

This **EXTENSION AND AMENDMENT AGREEMENT**(“Agreement”),effective as of March 11, 2008, is by and betweenGOLDEN OVAL EGGS, LLC, a limited liability company organized under the laws ofthe State of Delaware, GOECA, LP, a Delaware limited partnership, and MIDWESTINVESTORS OF IOWA, COOPERATIVE, a cooperative organized under the laws of theState of Iowa (individually each a “Borrower” andcollectively the “Borrowers”) the banks and other financial institutionsor entities which are signatories hereto (individually each a “Lender” andcollectively the “Lenders”), and COBANK, ACB, afederally charted instrumentality under the Farm Credit Act of 1971, asamended, one of the Lenders and as agent for the Lenders (in such capacity, the“Administrative Agent”).

 

**RECITALS**

 

1.             The Lenders and theBorrowers entered into an Amended and Restated Credit Agreement dated as of June 30,2006 (the “Credit Agreement”); and

 

2.             The Lenders and theBorrowers entered into a First Amendment to the Amended and Restated CreditAgreement dated as of April 30, 2007 (the “First Amendment”), entered intoa Second Amendment to the Amended and Restated Credit Agreement dated as of October 19,2007 (the “Second Amendment), and entered into an Extension Agreement (the “FirstExtension”) on December 13, 2007; the Credit Agreement as amended by theFirst Amendment, Second Amendment, and First Extension all together may bereferred to as the “Amended Credit Agreement”; and

 

3.             By letter dated February 28,2008 the Borrowers requested certain accommodations of the Lenders. The Lendersare willing, upon the terms and conditions set forth herein, to extend variousreporting and payment due dates set forth under the Amended Credit Agreement;and

 

4.             The Borrowers haverequested that the Lenders act promptly on this matter such that this Agreementmight be signed by Tuesday, March 11, 2008, and the Lenders have compliedwith said request.

 

**AGREEMENT**

 

**NOW, THEREFORE,**for good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, theparties hereto hereby covenant and agree to be bound as follows:

 

Section 1**.****Recitals****.** The Recitalsabove are acknowledged as true and correct statements of fact.

 

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**Section ****2.****Capitalized Terms**. Capitalizedterms used herein and not otherwise defined herein shall have the meaningsassigned to them in the Amended Credit Agreement, unless the context shallotherwise require. For purposes of this Agreement the word “Detailed” shallinclude, but not be limited to, the following:

 

(a)                                      In the case ofa communication, meeting, act or conduct, the date of the communication,meeting, act or conduct, where it took place, the identity of each participantand the identity of each person who was present, and the substance of eachperson’s communication;

 

(b)                                 If acommunication or meeting, the identity of the person making the particularstatement so listed, the mode of communication (for example, in writing, telephone,or in person), and the location of each of the participants;

 

(c)                                  If an act orconduct, the details of the act or conduct being described and what each personparticipating in such act or conduct did;

 

(d)                                 When used withrespect to a person, the person’s name, present or last known address andtelephone number, and the position and business affiliation of the person;

 

(e)                                  When used withrespect to a corporation or other form of business organization, the name ofsuch corporation or business organization, the address of its principal placeof business, its state of incorporation or formation, and the identity of allindividuals who acted on its behalf;

 

(f)                                    When used withregard to a document or writing, the type of document or writing (for example,letter, memorandum, telegram, chart, report), date originated and/oridentifying symbol to identify the author, addressee, and each recipient ofsuch document or writing.

 

Provided,for the purpose of subsection (a) and (c) above, the term Detailedshall not require disclosure of the content of any communication with respectto which Borrower in good faith and under applicable ethical canons believes itmay assert the attorney-client privilege.

 

**Section 3.****Impact of Extension on Borrowers’ Obligations****.** Unless specificallyprovided for otherwise in this Agreement, this Agreement does not replace orsupplant the Amended Credit Agreement. Borrowers shall fully perform theirobligations under the Amended Credit Agreement unless specifically modifiedherein. Nothing herein shall be deemed a waiver by the Lenders of any term,condition, representation or covenant applicable to the Borrowers under theAmended Credit Agreement or any of the other agreements, documents orinstruments executed and delivered in connection therewith, or of the covenantsdescribed therein. Borrowers shall comply with any reporting requirements setout under the Amended Credit Agreement.

 

**Section 4.****Preconditions and Continuing Obligations****.** The Lenders’continuing obligation to extend various performance dates under the AmendedCredit Agreement, and obligations to perform under this Agreement, shall besubject to the following conditions, all of which shall be consideredpreconditions and continuing obligations until all matters have been completed:

 

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**A.****           ****Execution of this Extension Agreement by Borrowers.** This Agreement shall not be effective until andunless it has been fully and properly executed by all parties hereto inmultiple originals, electronic copies of which must be furnished to the Lenders on or before Tuesday**, March 11,2008**.

 

**B.****           ****Compliance with Amended Credit Agreement.** Borrowers must be in compliance withall terms and conditions of the Amended Credit Agreement, and any writing setting forth strategic alternatives as referred to in Section 8,except to the extent such performance has been specifically excused ormodified in this Agreement.

 

**C.****           ****Payment of Extension Fee.** Uponexecution of this Agreement, Borrowers shall pay to Lenders an extension feeof $21,280.

 

**Section 5.  Termination Date Extension – RevolvingNotes.** The Termination Date as it applies toall Revolving Loans shall be extended to July 31, 2008.

 

**Section 6.  Deferral of Principal Payments underTranche A and B Loans.**Principal payments due on March 20, 2008, April 20,2008, May 20, 2008, June 20, 2008 and July 20, 2008 for any Tranche A Loan or Tranche B Loan shall be deferred untilthe Maturity Date of the applicable Tranche Loan.

 

**Section 7.  Other Extensions.** The Amended Credit Agreement provides for certain financial benchmarks and ratios to be achieved by Borrowers beginning onMarch 1, 2008. Provided that the preconditions to extensionsdescribed in Section 3 herein and the contingencies set forth herein aremet as required, Lenders agree that the commencement date of March 1, 2008for the Current Ratio, Working Capital, Leverage Ratio, Fixed Charge CoverageRatio, and Net Worth shall be extendedthrough the Termination Date. The other reporting requirements containedin the Amended Credit Agreement shall not be affected by this Agreement.

 

**Section 8.  Exploration of Strategic Alternatives.** The Borrowers shall explore strategicalternatives upon such terms and conditions and within such time frames as maybe mutually agreed to, in writing, by the parties.

 

**Section 9.  Additional Reporting Requirements**. In addition to the reporting requirementsof the Borrowers under the Amended Credit Agreement, Borrowers shall provide to Lenders on a bi-weekly basis a Detailed description of all effortsmade and actions taken related to any agreed upon schedule or benchmarks,including actions taken by others (such as Greene,Holcomb and Fisher) on behalf of the Borrowers related to any strategicalternatives or transactions. Anycommunications or documents referred to in the description shall be attached thereto. Borrowers shall also provide suchadditional financial data and analysis as may be reasonably requested by Lenders. Any request for additional details shallbe immediately addressed byBorrowers. Furthermore, an inquiry, proposal, or communication which could result in a strategic transaction shall befurnished immediately (within 48 hours of receipt) to the Lenders.

 

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**Section 10.  ****MinimumEBITDA**. Commencing the month of March 2008, Borrowersshall maintain a minimum monthly EBITDA ofOne Million Dollars ($1,000,000.00), Borrowers shall report each month’sEBITDA to Lenders on or before the 10th business day of the following month (the “Reporting Date”)

 

**Section 11.  ****ThompsonEscrow**. The Borrowers have informedthe Lenders that they have obtained the necessarypermit from the Iowa Department of Natural Resources to remedy violations of various regulations applicable to the Borrowers’ facilityin Thompson, Iowa (the “Permitted Work”). Beginning onthe day after April 2008’s Reporting Date, and continuing on the day aftereach month’s Reporting Date occurring under this Agreement, the Lenders will transfer funds in the Monthly Escrow Amount (as defined hereafter) fromthe Borrowers’ account to an interest bearingescrow account maintained by Lenders and established to finance the costs andexpenses associated with the Permitted Work. The Monthly Escrow Amount is a sum equal tothe amount by which the previous month’s EBITDA exceeds the monthly EBITDA ofOne Million Dollars ($1,000,000), up to Two Hundred Thousand Dollars($200,000).

 

**Section 12.  ****Events ofDefault****.** The occurrence of any one or more of the following events shallconstitute an Event of Default.

 
| A.     |   | The Borrowers shall fail to comply with any term or  condition of this Agreement.                                                                                                                                                                                                                 |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                              |
| B.     |   | The Borrowers shall fail to comply with any term or  condition of the Amended Credit Agreement.                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                              |
| C.     |   | Lenders may declare an Event of Default upon three  (3) days written notice to Borrowers  if Lenders reasonably believe that the Borrowers will be unable to comply with the benchmarks or deadlines they propose to Lenders in  any written communication, as referenced in Section 8. |

 

**Section 13.  ****Remedies UponDefault**. In addition to the remediesavailable to the Lenders at law or in equity upon the occurrence of an Event ofDefault, or as specifically provided in the Amended Credit Agreement(including the Security Agreement dated September 13, 2004) Borrowersspecifically agree and hereby consent to the following:

 
| A.     |   | On  the day following a missed Section 8 deadline the following shall occur:                                                                                                                                                                                                                                    |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                 |
|   |   | 1)             the interest rate on the  Revolving Loans (including the Short Term Revolving Note) shall be calculated  at the Default Rate, pursuant to Section 2.5(a)(iv) of the  June 30, 2006, Amended and Restated Credit Agreement; |
|   |   |                                                                                                                                                                                                                                                                                                                 |
|   |   | 2)             the interest rate on the Swing  Line Loans shall be calculated at the Default Rate pursuant to  Section 2.5(c)(ii) of the June 30, 2006 Amended and Restated  Credit Agreement; and                                        |

 

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3) each Tranche A Advance and each Tranche B Advanceshall bear interest until paid in full or until such Event ofDefault is cured at a rate per annum equal to the Default Rate as per Section 2.5(b)(vii) ofthe June 30, 2006 Amended and Restated Credit Agreement. To the extentthat notice is required prior to the application of the Default Rate, Borrowershereby waive such notice.

 

IfLenders determine, in their solediscretion, that the Borrowers are diligently pursuing the goals set out in aseparate writing , Lenders may determine to accrue the additional interestgenerated by the use of the default interest rates, until completion of thestrategic transaction described in the separate writing, and related to whichthe deadline was missed.

 

**Section 14.****Representations, Warranties, Authority, NoAdverse Claim****.**

 

**14.1****Reassertion of Representations andWarranties, No Default****.** Each Borrower herebyrepresents that on and as of the date hereof and after giving effect to thisAgreement (a) all of the representations and warranties contained in theAmended Credit Agreement are true, correct and complete in all respects as ofthe date hereof as though made on and as of such date, except for changespermitted by the terms of the Amended Credit Agreement, as extended and (b) therewill exist no Default or Event of Default under the Amended Credit Agreement asextended on such date which has not been specifically waived by the Lenders.

 

**14.2****Authority, No Conflict, No Consent Required****.** Each Borrowerrepresents and warrants that such Borrower has the power and legal right andauthority to enter into this Agreement and has duly authorized as appropriatethe execution and delivery of the Agreement and other agreements and documentsexecuted and delivered by such Borrower in connection herewith or therewith byproper company action, and nothing hereincontravenes or constitutes a default under any agreement, instrument orindenture to which such Borrower is a party or a signatory or a provision ofsuch Borrower’s articles of organization, bylaws or any other agreement orrequirement of law, or result in the imposition of any Lien on any of itsproperty under any agreement binding on or applicable to such Borrower or anyof its property except, if any, in favor of the Lenders. Each Borrowerrepresents and warrants that no consent, approval or authorization of orregistration or declaration with any Person, including but not limited to anygovernmental authority, is required in connection with the execution anddelivery by such Borrower of this Agreement or other agreements and documentsexecuted and delivered by such Borrower in connection therewith or theperformance of obligations of such Borrower therein described, except for thosewhich the Borrower has obtained or provided and as to which the Borrower hasdelivered certified copies of documents evidencing each such action to theAdministrative Agent. **A true and correct copy of appropriateCertificates for each Borrower certifying as to incumbency and attaching the effectiveboard resolutions authorizing the execution of this Agreement shall be tenderedupon execution of this Agreement. Original signatures shall be provided withinfive (5) days of the date hereof.**

 

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**14.3****No Adverse Claim****.** Each Borrowerwarrants, acknowledges and agrees that no events have been taken place and nocircumstances exist at the date hereof which would give such Borrower a basisto assert a defense, offset or counterclaim to any claim of any Lender withrespect to the Obligations.

 

**14.4****No Change in Entity Status****.** Each Borrowerrepresents and warrants that it is a properly formed entity in good standing inits state of formation, with all requisite power and authority to conductbusiness in all states in which it conducts business., Each Borrower representsand warrants that the statements and representations made in its Secretary’sCertificate effective October 19, 2007 (tendered in connection with the consummationof the Second Amendment) remain true and correct in all respects.

 

**14.5****No Change in Organizational Documents or Officers****.** Each Borrower represents and warrants that there has been no change inthe organizational and governing documents of the Borrower since the tender ofthe Secretary’s Certificate effective October 19, 2007, nor has there beena change in the officers of theBorrower since that time. Each Borrower represents and warrants that the personexecuting this Agreement has been properly authorized and directed to do so, asset forth on the Exhibits hereto.

 

**14.6****Independent Advice****.** This Agreementis made at the request of and as an accommodation to the Borrower. The Borrowerhas either been advised by independent legal counsel of its choice or knowinglyand voluntarily elected not to rely on the advice of counsel. Borrower hasindependently evaluated its legal and business options prior to entering intothis Agreement. Borrower is not relying on Lenders or Administrative Agent forlegal or business advice. This Agreement represents the free and voluntary actof Borrower.

 

**Section 15.****Affirmation of Credit Agreement, Further References, Affirmation ofSecurity Interest****.** The Lendersand each Borrower acknowledge and affirm that the Credit Agreement, aspreviously amended and hereby further extended, is hereby ratified andconfirmed in all respects and all terms, conditions and provisions of theAmended Credit Agreement shall remain unmodified and in full force and effect.All references in any document or instrument to the Credit Agreement shallrefer to the Amended Credit Agreement as extended. Each Borrower confirms tothe Administrative Agent and the Lenders that the Obligations are and continueto be secured by the security interests granted by the Borrowers in favor ofthe Administrative Agent for the benefit of the Administrative Agent and theLenders under the Security Documents, and all of the terms, conditions,provisions, agreements, requirements, promises, obligations, duties, covenantsand representations of the Borrowers under such documents and any and all otherdocuments and agreements entered into with respect to the obligations under theAmended Credit Agreement are incorporated herein by reference and are herebyratified and affirmed in all respects by each Borrower.

 

**Section 16.****Merger and Integration, Superseding****Effect****.** ThisAgreement, from and after the date hereof, embodies the entire agreement andunderstanding between the parties hereto and supersedes all prior oral andwritten agreements, including any and all drafts of this

 

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Agreement which may have been considered by the parties hereto, on thesame subjects by and between the parties hereto, occurring after the executionof the Second Amendment, which have has merged into this Agreement. ThisAgreement shall control with respect to the specific subjects herein.

 

**Section 17. Severability**. Wheneverpossible, each provision of this Agreement and any other statement, instrumentor transaction contemplated hereby or thereby or relating hereto or theretoshall be interpreted in such manner as to be effective, valid and enforceableunder the applicable law of any jurisdiction, but, if any provision of thisAgreement or any other statement, instrument or transaction contemplated herebyor thereby or relating hereto or thereto shall be held to be prohibited,invalid or unenforceable under the applicable law, such provision shall beineffective in such jurisdiction only to the extent of such prohibition,invalidity or unenforceability, without invalidating or rendering unenforceablethe remainder of such provision or the remaining provisions of this Agreementor any other statement, instrument or transaction contemplated hereby orthereby or relating hereto or thereto in such jurisdiction, or affecting theeffectiveness, validity or enforceability of such provision in any otherjurisdiction.

 

**Section 18. Legal Expenses**. As providedin Section 9.2 of the Credit Agreement, the Borrowers agree to reimbursethe Administrative Agent, upon request, for all reasonable out-of-pocketexpenses (including attorney fees and legal expenses of Kalina, Wills, Gisvold, &Clark PLLP, counsel for the Administrative Agent) incurred in connection withthe negotiation, preparation and execution of this Agreement and all otherdocuments negotiated, prepared and executed in connection therewith, and inenforcing the obligations of the Borrowers under this Agreement, and to pay andsave the Administrative Agent and Lenders harmless from all liability for, anystamp or other taxes which may be payable with respect to the execution ordelivery of this Agreement and exhibits, which obligations of the Borrowersshall survive any termination of the Amended Credit Agreement.

 

**Section 19. Headings**. The headings ofvarious sections of this Agreement have been inserted for reference only andshall not be deemed to be a part of this Agreement.

 

**Section 20. Counterparts**. This Agreementmay be executed in several counterparts as deemed necessary or convenient, eachof which, when so executed, shall be deemed an original.

 

**Section 21. Governing Law**. AT THE OPTIONOF THE ADMINISTRATIVE AGENT, THISAGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR COLORADO STATE COURTSITTING IN CITY OR COUNTY OF DENVER; AND EACH BORROWER CONSENTS TO THEJURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE INSUCH FORUMS IS NOT CONVENIENT. IN THE EVENT ANY BORROWER COMMENCES ANY ACTIONIN ANOTHER JURISDICTION OR VENUE UNIDER ANY TORT OR CONTRACT THEORY ARISINGDIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THEADMINISTRATIVE AGENT AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASETRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCHTRANSFER CANNOT BE ACCOMPLISHED UNDER

 

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APPLICABLELAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

 

**Section 22. Waiver of Jury Trial**. EACH BORROWER, THE ADMINISTRATIVE AGENT ANDEACH LENDER IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGALPROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOANDOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted as of the date and year first above written.

 

 
|                                                | **GOLDEN OVAL EGGS, LLC,**as a Borrower  and the Borrowers’ Agent |
|-----------------------------------------------------|------------------------------------------------------------------------|
| ** **                                          | ** **                                                             |
| ** **                                          | By  :                                                                  |   /s/ Thomas A. Powell |
| ** **                                          | Thomas  A. Powell, Chief Financial Officer                             |
| ** **                                          |                                                                   |
| ** **                                          |                                                                   |
| ** **                                          | **MIDWEST INVESTORS OF IOWA,**                                         |
| ** **                                          | **COOPERATIVE,**as a Borrower                                          |
| ** **                                          | ** **                                                             |
| ** **                                          | ** **                                                             |
| ** **                                          | By  :                                                                  |   /s/ Thomas A. Powell |
| ** **                                          | Thomas  A. Powell, Chief Financial Officer                             |
| ** **                                          | ** **                                                             |
| ** **                                          | ** **                                                             |
| Address  for the Borrowers  For Purposes of Notice: | **GOECA, LP,**as a Borrower  By its General Partner GOEMCA, Inc.  |
| 1800  Park Avenue East                              | ** **                                                             |
| Renville,  MN 56284                                 | By  :                                                                  |   /s/ Thomas A. Powell |
| Fax:  (320) 329-3276                                | Thomas  A. Powell, Chief Financial Officer                             |
| Attention:Thomas  A. Powell                         |                                                                   |

 

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|   | **COBANK, ACB,**as a Lender and as the             |
|--------|----------------------------------------------------|
|   | Administrative Agent                               |
|   |                                               |
|   | By:                                                |      /s/ Ronald P. Seigley |
|   | Name:                                              |       RONALD P. SEIGLEY |
|   | Title:                                             |         VICE PRESIDENT |
|   |                                               |
|   | Address for all notices:                           |
|   | 5500 South Quebec Street                           |
|   | Greenwood Village, CO 80111                        |
|   | PO. Box 5110                                       |
|   | Denver, CO 80217                                   |
|   | Attention: Ron Seigley                             |
|   | Fax: (303) 740-4021                                |
|   |                                               |
|   |                                               |
|   | **METROPOLITAN LIFE INSURANCE**                    |
|   | **COMPANY,**as a Bank and Lender (as to the  Short |
|   | Term Revolving Note)                               |
|   |                                               |
|   | By:                                                |   |
|   | Name:                                              |   |
|   | Title:                                             |   |
|   |                                               |
|   | Address for all notices:                           |
|   | 4401 Westown Parkway, Suite 220               |
|   | West Des Moines, IA****50266                       |
|   | Fax: (515) 223-0757                                |
|   | Attention: Tony Jennings                           |
|        |                                                    |  |  |  |  |  |  |

 

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