Exhibit 10.1(d)  




SEVENTH AMENDMENT TO
SECOND AMENDED  
AND RESTATED REVOLVING
CREDIT AGREEMENT 



        THIS
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this
“Amendment”), dated as of August 6, 2004, is among CAL-MAINE FOODS, INC.
(“Borrower”), FIRST SOUTH FARM CREDIT, ACA (“First South”),
COÖPERATIEVE CENTRALE RAIFFEISEN–BOERENLEENBANK B.A., “RABOBANK
NEDERLAND,” NEW YORK BRANCH, 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: 



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 5.01(k) – Cash Flow Coverage Ratio. The definition of the term “Fixed
Charges” set forth in Section 5.01(k) of the Revolving Credit Agreement is amended in
its entirety to read as follows: 



“Fixed Charges” means,
as of any date of determination, the sum of the following for the Borrower and the
Subsidiaries (calculated without duplication on a consolidated basis) for the completed
four quarter period immediately proceeding the date of determination or with respect to
clause (ii) below, as of the date of determination: (i) all cash interest paid
or payable for such period; (ii) the current maturities of long term Debt as carried
on the Borrower’s consolidated balance sheet as of the date of determination
(including payments made under capital leases); (iii) all cash dividends paid on the
capital stock of Borrower for such period; and (iv) all cash paid for the repurchase of
the capital stock of Borrower pursuant to Section 5.02(b)(ii) for such period.  



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



		    (b)                             Dividends,
etc. Declare or pay any dividends, purchase, or otherwise                acquire
for value any of its capital stock now or hereafter outstanding, or make
               any distribution of assets to its stockholders as such, or permit any of
its                Subsidiaries to purchase or otherwise acquire for value any stock of
the                Borrower; provided that the Borrower may:  







		    (i)                             as
long as no Event of Default nor any 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  
















		    (ii)                             as
long as no Event of Default nor any event that with the giving of notice 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 to repurchase such shares shall not
exceed Thirty                Million Dollars ($30,000,000); (B) all such repurchases
shall occur on or before                November 30, 2005; 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.  







        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:  





        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; 



        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; 



        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; and 



        Borrower
shall have paid to the Administrative Agent, in consideration of the accommodations
granted by the Banks in this Amendment, an amendment fee in the amount of Seventy-Five
Thousand Dollars ($75,000) (the Borrower hereby agreeing to make such payment on or before
August 6, 2004 and the Administrative Agent hereby agreeing to pay each Bank that executes
this Amendment by August 6, 2004 its pro rata portion (determined based on the
Revolving Credit Commitments of the Banks that have executed this Amendment by such date)
of such fee promptly after its receipt thereof and the Bank’s execution of this
Amendment). 



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,           that certain Fifth Amendment to Second
Amended and Restated Revolving Credit           Agreement dated March 31, 2004, and that
certain Sixth Amendment to Second           Amended and Restated Revolving Credit
Agreement dated April 14, 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: 



        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; 












        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 



        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 EMBODIES 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:  /s/ B.J. Raines
		        B.J. Raines,
		        Vice President












	 	COOPERATIEVE CENTRALE
		RAIFFEISEN-BOERENLEENBANK B.A.
		"RABOBANK NEDERLAND", NEW YORK BRANCH, as the 
Administrative Agent and a Bank
	

 	By:  /s/ Richard J. Beard
		        Name: Richard J. Beard
		        Title: Executive Director
	

 	By:  /s/ Brett Delfino
		        Name: Brett Delfino
		        Title: Executive Director
	

 	FIRST SOUTH FARM CREDIT, ACA
	

 	By:  /s/ J. Andrew Mangialardi
		        Name: J. Andrew Mangialardi
		        Title: Vice President
	

 	HARRIS TRUST AND SAVINGS BANK
	

 	By:  /s/ David J. Bechstein
		        Name: David J. Bechstein
		        Title: Vice President