Unassociated Document


     Exhibit
      10.1(f)

     

    NINTH
      AMENDMENT TO SECOND AMENDED

     

    AND
      RESTATED REVOLVING CREDIT AGREEMENT

     

    


    THIS
      NINTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this
      "Amendment"),
      dated
      as of October 13, 2005, 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 (who is sometimes referred to as Rabobank International),
      individually and as Administrative Agent for itself and the other Banks (in
      such
      capacity, the "Administrative
      Agent"
      and
      individually, herein "Rabobank"),
      and
      HARRIS N.A., successor in interest by merger to 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
      has entered into that certain Agreement to Form a Limited Liability Company,
      Transfer Assets Thereto, and Purchase Units of Membership Therein dated July
      28,
      2005 (the "Hillandale
      Agreement")
      with
      Hillandale Farms of Florida, Inc. and Hillandale Farms, Inc. (together the
      "Hillandale
      Companies")
      and
      Jack E. Hazen, Jack E. Hazen, Jr., Homer E. Hunnicut, Jr., Orland R. Bethel
      and
      Dorman W. Mizell. Pursuant to the Hillandale Agreement:

     

    1. A
      new
      Florida limited liability company has been formed by the Hillandale Companies
      named "Hillandale, LLC" (herein "New
      Co");

     

    2. Each
      of
      the Hillandale Companies have contributed certain assets and liabilities
      identified in the Hillandale Agreement to New Co in return for the issuance
      of
      membership interests in New Co (the "Contribution");

     

    3. The
      Borrower has acquired from the Hillandale Companies fifty one percent of the
      membership interest issued by New Co for cash (the "Initial
      Equity Acquisition")
      and
      has agreed pursuant to the Hillandale Agreement to acquire the remaining forty
      nine percent of the membership interest issued by New Co over a period of four
      years; and

     

    4. Prior
      to
      the Initial Equity Acquisition, the Borrower owned approximately forty four
      percent of American Egg Products LLC and the Hillandale Companies owned
      approximately twenty seven percent of American Egg Products LLC. As a result
      of
      the Initial Equity Acquisition, American Egg Products LLC has become a
      "Subsidiary" of the Borrower (the transaction described in clauses 1., 2.,
      3 and
      4., herein the "Hillandale
      Transactions").

     

    C. As
      of the
      date of this Amendment, the Borrower has repaid in full the amounts outstanding
      under the Harris Term Agreement.

     

    D. As
      a
      result of the Hillandale Transactions, the Borrower and the Guarantors have
      requested that the Revolving Credit Agreement be amended and the Administrative
      Agent and the Banks have agreed to amend the Revolving Credit Agreement on
      the
      terms and conditions herein set forth.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

    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 Paragraphs (h), (k), (l) and (m) of Section
      4.01- Representations
      and Warranties of the Borrower.
      Paragraphs
      (h), (l) and (m)
      of
      Section 4.01 of the Revolving Credit Agreement are amended in their respective
      entireties to read as follows:

     

    (h) The
      Guarantors are the only Subsidiaries of, and are wholly-owned by, the Borrower
      except: (i) CM Partnership whose 99% limited partnership interest is owned
      by Cal-Maine Farms, Inc. and whose 1% general partnership is owned by Borrower;
      (ii) CMF of Kansas whose is owned 99% by Borrower and 1% by Cal-Maine
      Farms, Inc.; (iii) as of October 13, 2005, Borrower owns 51% of Hillandale,
      LLC and Hillandale, LLC is not a Guarantor and (iv) as of October 13, 2005,
      Borrower owns approximately 71% of American Egg Products LLC and American Egg
      Products LLC is not a Guarantor.

     

    (k) As
      of
      October 13, 2005, neither Borrower nor any Pledgor maintains any commodity
      futures margin accounts.

     

    (l) The
      present fair salable value of the Assets of the Borrower and each Pledgor is
      greater than the amount that will be required to pay its probable liability
      for
      its existing Debts as they become absolute and matured. For the purposes of
      this
      clause (l), "Assets" means any property of the party in question not exempt
      from liability for its Debts, and "Debts" means any legal liability, including
      the liability under the Loan Documents, whether matured or unmatured, liquidated
      or unliquidated, absolute, fixed or contingent. Neither the Borrower nor any
      Pledgor intends to, or believes that it will, incur Debts beyond its ability
      to
      pay as they mature.

     

    (m) Neither
      the Borrower nor any Pledgor is "insolvent" (as defined in
      11 U.S.C. 101(32)). Neither the Borrower nor any Pledgor is engaged,
      nor does it intend to engage, in any business or transaction for which its
      property, excluding an amount equal to the Obligations, is an unreasonably
      small
      capital. Neither the Borrower nor any Pledgor intends through the transactions
      contemplated by the Loan Documents to hinder, delay, or defraud either present
      or future creditors.

     

    Amendment
      to Paragraph (k) of Section 5.01 - Affirmative
      Covenants.
      Paragraph
      (k)
      of
      Section 5.01 of the Revolving Credit Agreement is amended to add the following
      to the definition of the term "Operating Cash Flow":

     

    For
      purposes of this definition of Operating Cash Flow and the definition of the
      term "EBITDA"
      (which
      is set out in the definition of the term "Debt to EBITDA Ratio"), net income
      of
      Borrower and the Subsidiaries shall be calculated to exclude minority interests
      in Subsidiary earnings and the income of any Subsidiary to the extent the
      payment of such income in the form of a distribution or repayment of any Debt
      to
      the Borrower or a Subsidiary is not permitted, whether on account of any charter
      or by-law restriction, any agreement, instrument, deed or lease or any law,
      statute, judgment, decree or governmental order, rule or regulation applicable
      to such Subsidiary.

     

    Amendment
      to Paragraphs (a), (b) and (c) of Section 5.02
      -Negative
      Covenants.
      Paragraphs
      (a), (b) and (c)
      of
      Section 5.02 of the Revolving Credit Agreement are amended in their respective
      entireties to read as follows:

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    Guaranteed
      Indebtedness.
      Create,
      incur, assume or suffer to exist, or permit any Subsidiary to create, incur,
      assume or suffer to exist, any Contingent Liabilities in respect of any Debt
      of
      any other Person except: (i) pursuant to the Amended Guaranty Agreement;
      (ii) by reason of endorsement of negotiable instruments for deposit or
      collection or similar transactions in the ordinary course of business;
      (iii) for a guaranty executed by Borrower guaranteeing the Debt of Delta
      Egg Farm LLC, provided the liability under such guaranty does not exceed
      $10,800,000 in the aggregate at any time, (iv) for a guaranty executed by
      the Borrower guaranteeing the obligations for borrowed money of Hillandale,
      LLC,
      provided the liability under such guaranty does not exceed at any time the
      aggregate principal amount of $2,000,000 and (v) for the obligations of the
      Borrower as a guarantor or a co-borrower in respect of the Hillandale Term
      Loan.

     

    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:

     

    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

     

    repurchase
      shares of its common stock as long as: (A) 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 and (B) the aggregate amount paid in any
      Fiscal Year to repurchase such shares shall not exceed $500,000.

     

    Capital
      Expenditures.
      Make,
      nor will it permit any Subsidiary to make, any expenditures for fixed or capital
      assets (but excluding, to the extent included, the expenditures for rolling
      stock and expenditures made to acquire the membership interest in Hillandale,
      LLC) which would cause the aggregate of all such expenditures made by the
      Borrower and its Subsidiaries in any period of four (4) consecutive Fiscal
      Quarters to exceed the consolidated depreciation of the Borrower and the
      Subsidiaries for such period.

     

    Amendment
      to Paragraph (e) of Section 5.02- Mergers,
      ect. Clauses
      (i) and (ii) of Paragraph (e) of Section 5.02 of the Revolving Credit Agreement
      are amended in their respective entireties to read as follows:

     

    (i) any
      Subsidiary may merge or consolidate with any Guarantor and any Subsidiary may
      transfer assets to any Guarantor; (ii) the Borrower or any Guarantor may
      acquire all or substantially all of the assets of or the securities or other
      ownership interests issued by any party engaged in the production and
      distribution of eggs; provided
      that
      upon or within thirty days of the acquisition of all the securities or other
      ownership interests issued by such a party or, if the Borrower establishes
      a
      Subsidiary to acquire all or substantially all the assets of such a party,
      within thirty days of such asset acquisition, the Borrower shall cause such
      party (in the case of the acquisition of ownership interests) or, if applicable,
      such new Subsidiary to execute and deliver a Subsidiary Joinder Agreement and
      such other documentation as the Administrative Agent may request to cause such
      Subsidiary to evidence, perfect, or otherwise implement the guaranty and pledge
      of collateral contemplated by the Amended Guaranty Agreement and Consolidated
      Security Agreement (except that neither Hillandale, LLC nor American Egg
      Products LLC shall be required to execute and deliver a Subsidiary Joinder
      Agreement or otherwise implement the guaranty and pledge of collateral
      contemplated by the Amended Guaranty Agreement and Consolidated Security
      Agreement under the terms of this proviso) ; and

     

    Additions
      to Section 5.02 - Negative
      Covenants
      . The
      following Paragraphs are added to Section
      5.02
      of
      the Revolving Credit Agreement to read as follows:

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

    (i) Investments
      in Non-Guarantor Subsidiaries.
      Make or
      permit to remain outstanding any advance, loan, extension of credit, or capital
      contribution to or investment in Hillandale, LLC or American Egg Products
      LLC or any affiliate thereof, or purchase or own any equity interests, notes,
      debentures, or other securities issued by Hillandale, LLC or American Egg
      Products LLC (each of the foregoing, an "Investment"),
      except:

     

    (i) the
      Borrower may acquire 100% of the membership interests in Hillandale, LLC
      pursuant to the terms of that certain Agreement to Form a Limited Liability
      Company, Transfer Assets Thereto, and Purchase Units of Membership Therein
      dated
      July 28, 2005 (the "Hillandale
      Agreement")
      among
      Borrower, Hillandale Farms of Florida, Inc. and Hillandale Farms, Inc. and
      Jack
      E. Hazen, Jack E. Hazen, Jr., Homer E. Hunnicut, Jr., Orland R. Bethel and
      Dorman W. Mizellas (as the same exists as of October 13, 2005 without giving
      effect to any amendment or other modification thereof after October 13, 2005
      unless modified with the consent of the Banks);

     

    (ii) advances,
      loans and extensions of credit to Hillandale, LLC as long as: (A) no Event
      of Default exists or would result therefrom; (B) the aggregate outstanding
      principal amount of all such advances, loans and extensions of credit shall
      never exceed $10,000,000 at any time; and (C) Hillandale, LLC's obligations
      to repay such advances, loans and extensions of credit shall be evidenced by
      a
      promissory note in form and substance acceptable to the Administrative Agent
      which shall be delivered to the Agent, endorsed payable to the order of the
      Agent and pledged to the Agent (for the benefit of the Banks) to secure the
      Obligations; and

     

    (iii) the
      Borrower may acquire and own the membership interests in American Egg Products
      LLC that it owns on October 13, 2005 after giving effect to the acquisition
      of
      51% of the membership interests in Hillandale, LLC; and

     

    (iv) advances,
      loans and extensions of credit to American Egg Products LLC as long as:
      (A) no Event of Default exists or would result therefrom; and (B) the
      aggregate outstanding principal amount of all such advances, loans and
      extensions of credit shall never exceed $2,000,000 at any time.

     

    (j) Indebtedness
      of Hillandale, LLC.
      Permit
      Hillandale, LLC to create, incur, assume or suffer to exist, any Debt except:
      (i) Debt for borrowed money owed to the Borrower and incurred under the
      permissions of clause (ii) of paragraph (i) of Section 5.02; (ii) the
      obligations of Hillandale, LLC as a guarantor or co-borrower in respect of
      the
      Hillandale Term Loan; (iii) Debt for borrowed money or incurred under
      capital leases as long as the aggregate outstanding principal amount of the
      Debt
      incurred under the permissions of this clause (iii) shall never exceed
      $2,000,000; and (iv) the following Debt outstanding as of October 13,
      2005:

     

    
      	
              Payee

            	
              Principal
                Amount

            
	
              Farm
                Credit

            	
              $3,000,524

            
	
              Columbia
                Grain

            	
              $2,000,000

            
	
              Mercantile

            	
              $688,802

            
	
              Jack
                Methvin

            	
              $100,000

            
	
              Jo
                Ward

            	
              $309,367

            


    

    


    (k) Indebtedness
      of American Egg Products LLC.
      Permit
      American Egg Products LLC to create, incur, assume or suffer to exist, any
      Debt
      except: (i) Debt for borrowed money owed to the Borrower and incurred under
      the permissions of clause (iv) of paragraph (i) of Section 5.02;
      (ii) Debt owed to Ford Motor Credit Company in an amount equal to $6,000
      incurred to finance the purchase of an automobile; and (iii) other Debt for
      borrowed money or incurred under capital leases as long as the aggregate
      outstanding principal amount of the Debt incurred under the permissions of
      this
      clause (ii) shall never exceed $100,000.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

    (l) Liens
      of Hillandale, LLC.
      Permit
      Hillandale, LLC to incur, create, assume, or permit to exist any Lien upon
      any
      of its property, assets, or revenues, whether now owned or hereafter acquired,
      except: (i) Liens granted to the Administrative Agent to secure the
      Obligations; (ii) Liens on real estate and the improvements, equipment and
      fixtures located thereon and the other assets specifically related thereto
      securing the Hillandale Term Loan; (iii) Lien on equipment and other assets
      specifically related thereto securing the Debt permitted by clauses (iii) and
      (iv) of paragraph (j) of Section 5.02; (iv) Encumbrances
      consisting of minor easements, zoning restrictions, or other restrictions on
      the
      use of real property that do not (individually or in the aggregate) materially
      affect the value of the assets encumbered thereby or materially impair the
      ability of Parent or the Subsidiaries to use such assets in their respective
      businesses, and none of which is violated in any material respect by existing
      or
      proposed structures or land use;
      (v) Liens
      (other than Liens relating to environmental liabilities or ERISA) for taxes,
      assessments, or other governmental charges that are not delinquent or which
      are
      being contested in good faith and for which adequate reserves have been
      established;
      (vi) Liens
      of mechanics, materialmen, warehousemen, carriers, landlords, or other similar
      statutory Liens securing obligations that are not yet due and are incurred
      in
      the ordinary course of business or which are being contested in good faith
      and
      for which adequate reserves have been established;
      and
      (vii) Liens
      resulting from good faith deposits to secure payments of workmen's compensation
      or other social security programs or to secure the performance of tenders,
      statutory obligations, surety and appeal bonds, bids, and contracts (other
      than
      for payment of Debt).

     

    (m) Liens
      of American Egg Products LLC.
      Permit
      American Egg Products LLC to incur, create, assume, or permit to exist any
      Lien
      upon any of its property, assets, or revenues, whether now owned or hereafter
      acquired, except: (i) Liens on equipment and other assets specifically
      related thereto securing the Debt permitted by clauses (ii) and (iii) of
      paragraph (k) of Section 5.02; (ii) Encumbrances consisting of minor
      easements, zoning restrictions, or other restrictions on the use of real
      property that do not (individually or in the aggregate) materially affect the
      value of the assets encumbered thereby or materially impair the ability of
      Parent or the Subsidiaries to use such assets in their respective businesses,
      and none of which is violated in any material respect by existing or proposed
      structures or land use; (iii) Liens (other than Liens relating to
      environmental liabilities or ERISA) for taxes, assessments, or other
      governmental charges that are not delinquent or which are being contested in
      good faith and for which adequate reserves have been established;
      (iv) Liens of mechanics, materialmen, warehousemen, carriers, landlords, or
      other similar statutory Liens securing obligations that are not yet due and
      are
      incurred in the ordinary course of business or which are being contested in
      good
      faith and for which adequate reserves have been established; and (v) Liens
      resulting from good faith deposits to secure payments of workmen's compensation
      or other social security programs or to secure the performance of tenders,
      statutory obligations, surety and appeal bonds, bids, and contracts (other
      than
      for payment of Debt).

     

    (n) Liens
      of Borrower.
      Incur,
      create, assume, or permit to exist any Lien upon any right, title or interest
      it
      has in or to the following assets: (i) any membership or other equity
      interest it owns in Hillandale, LLC or American Egg Products LLC,
      (ii) any loan, advance or other extensions of credit it has made to
      Hillandale, LLC or to American Egg Products LLC and (iii) the proceeds
      of the property described in the foregoing clauses (i) and (ii) and all other
      property rights and general intangibles relating to the property described
      in
      the foregoing clauses (i) and (ii).

     

    (o) Limitation
      on Restrictions on Subsidiaries.
      Create
      or otherwise cause or suffer to exist or become effective, nor permit any
      Subsidiary to create or otherwise cause or suffer to exist or become effective,
      any consensual encumbrance or restriction of any kind on the ability of any
      Subsidiary to: (1) pay dividends or make any other distribution on any of
      such Subsidiary's equity interests owned by the Borrower or any Subsidiary;
      (2) pay any Debt owed to the Borrower or any other Subsidiary;
      (3) make loans or advances to the Borrower or any other Subsidiary; or
      (4) transfer any of its property or assets to the Borrower Parent or any
      other Subsidiary.

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

    (p) Affiliate
      Transactions.
      Enter
      into any transaction (including, without limitation, the purchase, sale, or
      exchange of property or the rendering of any service) with any Affiliate
      (including any Non-Guarantor Subsidiary) of the Borrower or any Subsidiary
      and
      will not permit any Guarantor to enter into any such transaction with any such
      Affiliate, except, in each case in the ordinary course of and pursuant to the
      reasonable requirements of Borrower's or such Guarantor's business and upon
      fair
      and reasonable terms no less favorable to Borrower or such Guarantor than would
      be obtained in a comparable arms-length transaction with a Person not an
      Affiliate of Borrower or such Guarantor.

     

    Amendment
      to Existing Definitions in Section 7.01 - Definitions
      and Accounting Terms.
      The
      definition of the following terms set forth in Section
      7.01
      of the
      Revolving Credit Agreement are amended in their respective entireties to read as
      follows:

     

    "Eligible
      Egg and Egg Product Inventory"
      means
      all eggs and egg products of Borrower and the other Pledgors including shell
      eggs (both processed and unprocessed), liquid, dried and frozen eggs, and all
      ingredients used in egg products, such as salt, sugar and syrup, and all packing
      and other supplies used in the production of eggs and processing of shell eggs,
      in which Agent has a perfected first priority security interest.

     

    "Eligible
      Feed Inventory"
      means
      all feed of Borrower and the other Pledgors, including shelled corn and other
      feed grains, soybean meal, feed additives and chemicals used in the manufacture
      of feed, and processed "finished" feed, in which Agent has a perfected first
      priority security interest. Eligible Feed Inventory shall not include any
      silage.

     

    "Eligible
      Livestock"
      means
      all grazing cattle on pasture and cattle of Borrower and the other Pledgors
      in a
      feedlot and all dairy cattle of Borrower and the other Pledgors of whatsoever
      age, in which Agent has a perfected first priority security
      interest

     

    "Eligible
      Poultry Inventory"
      means
      all live poultry and chickens of Borrower and the other Pledgors, including
      broilers, pullets, layers, breeders and recycles, in which Administrative Agent
      has a perfected first priority security interest.

     

    "Eligible
      Receivable"
      means
      the indebtedness arising out of a sale of goods or the performance of services
      by the Borrower or another Pledgor to a third party in the ordinary course
      of
      business (i.e.,
      not
      including any non-trade accounts receivable or those accounts receivable that
      do
      not otherwise arise from goods sold or services performed in the ordinary course
      of business) in which Agent has a perfected first priority security interest,
      and may include the right to payment of any interest or finance charges and
      other obligations of such third party with respect thereto:

     

    (i) which
      is
      required to be paid in full within 60 days of the original billing date
      therefor;

     

    (ii) as
      to
      which any payment, or part thereof, does not remain unpaid for more than 60
      days
      from the original due date for such payment and which would, in the ordinary
      course of business of the Borrower or a Pledgor, not be written off as
      uncollectible;

     

    (iii) which
      is
      an account receivable representing all or part of the sales price of goods
      or
      services;

     

    (iv) which
      is
      an "account" within the meaning of the UCC of the State of New
      York;

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

    (v) which
      is
      denominated and payable only in United States dollars in the United States;
      and

     

    (vi) which
      complies, on and after the 30th day following notice by any Bank to the Borrower
      of any other criteria or requirements, with such other criteria and requirements
      as any Bank shall have specified in such notice.

     

    "Guarantors"
      means
      each of Cal-Maine Farms, Inc., a Delaware corporation, CM Partnership, CMF
      of
      Kansas, South Texas Applicators, Inc., Southern Equipment Distributors, Inc.,
      and each Subsidiary that hereafter executes and delivers a Subsidiary Joinder
      Agreement, and any reference to either or both Guarantors in any Loan Documents
      shall mean a reference to any or all of the Guarantors, as applicable. The
      term
      "Guarantor" shall not include Hillandale, LLC nor American Egg Products
      LLC.

     

    "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 Hillandale Security Agreement, the Borrower Pledge Agreement, the
      Intercreditor Agreement, and all other certificates and documents delivered
      by
      the Borrower or any of its Subsidiaries hereunder or under the terms of any
      of
      the foregoing documents.

     

    "Revolving
      Credit Commitment"
      means,
      as to each Bank, the obligation of such Bank to make the Advances to be made
      pursuant to Section 1.01
      in a
      principal amount not exceeding Twenty-Two Million Eight Hundred Fifty Seven
      Thousand One Hundred Forty Two and 86/100 Dollars ($22,857,142.86) with respect
      to Rabobank, a principal amount not exceeding Eleven Million Four Hundred Twenty
      Eight Thousand Five Hundred Seventy One and 43/100 Dollars ($11,428,571.43)
      with
      respect to Harris and a principal amount not exceeding Five Million Seven
      Hundred Fourteen Thousand Two Hundred Eighty Five and 71/100 Dollars
      ($5,714,285.71) respect to First South, as the same may be reduced or terminated
      pursuant to Section 1.04
      or
Section 6.02.

     

    "Termination
      Date"
      means
      December 31, 2007 or the date of the earlier termination in whole of the
      Revolving Credit Commitment pursuant to Sections 1.04
      or
6.02.

     

    Addition
      of New Definitions in Section 7.01
      - Definitions
      and Accounting Terms.
      The
      following definitions are hereby added to Section
      7.01
      of the
      Revolving Credit Agreement:

     

    "Affiliate"
      means,
      as to any party, any other party: (a) that directly or indirectly, through
      one or more intermediaries, controls or is controlled by, or is under common
      control with, such party; (b) that directly or indirectly beneficially owns
      or holds five percent (5%) or more of any class of voting equity of such party;
      or (c) five percent (5%) or more of the voting equity of which is directly
      or indirectly beneficially owned or held by the party in question. The term
      "control" means the possession, directly or indirectly, of the power to direct
      or cause direction of the management and policies of a party, whether through
      the ownership of voting securities, by contract, or otherwise; provided,
      however,
      in no
      event shall Administrative Agent, Agent or any Bank be deemed an Affiliate
      of
      the Borrower or any Subsidiaries.

     

    "Borrower
      Pledge Agreement"
      means
      that certain Pledge Agreement dated as of October 13, 2005 between the
      Borrower and the Agent for the benefit of the Banks and all amendments,
      supplements and other modifications thereto.

     

    "Hillandale
      Security Agreement"
      means
      that certain Security Agreement dated as of October 13, 2005 between Hillandale,
      LLC and the Agent for the benefit of the Banks and all amendments, supplements
      and other modifications thereto.

     

    "Hillandale
      Term Loan"
      means a
      term loan originally extended in 2005 in an original principal amount not to
      exceed $28,000,000 secured by real property owned by Hillandale, LLC and the
      improvements, fixtures and equipment located thereon and related thereto and
      certain other assets specifically related thereto, the proceeds of which were
      or
      are to be used to refinance the then existing Debt of
      Hillandale, LLC.

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

    "Lien"
      means
      any lien, mortgage, security interest, tax lien, financing statement, pledge,
      charge, hypothecation, assignment, preference, priority, or other encumbrance
      of
      any kind or nature whatsoever (including, without limitation, any conditional
      sale or title retention agreement), whether arising by contract, operation
      of
      law, or otherwise.

     

    "Pledgors"
      means
      Borrower, the Guarantors and Hillandale, LLC. 

     

    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
      Administrative Agent shall have received a fully executed complete copy of
      the
      Hillandale Agreement (including all schedules and exhibits thereto) together
      with copies of all bills of sale, assignments, UCC, Tax and Judgment Lien
      searches, legal opinions, closing certificates and other documentation delivered
      in connection therewith (collectively the "Hillandale
      Documents")
      excluding however, the real property deeds and title insurance documents and
      the
      environmental reports;

     

    The
      Administrative Agent shall have received the Borrower Pledge Agreement in
      substantially the form of Exhibit B hereto executed by the Borrower and
      such other documentation as the Administrative Agent may request to cause the
      Borrower to evidence, perfect, or otherwise implement the pledge of collateral
      contemplated by the Borrower Pledge Agreement;

     

    The
      Administrative Agent shall have received the Hillandale Security Agreement
      in
      substantially the form of Exhibit C hereto executed by Hillandale, LLC
      and such other documentation as the Administrative Agent may request to cause
      Hillandale, LLC to evidence, perfect, or otherwise implement the pledge of
      collateral contemplated by the Hillandale Security Agreement;

     

    The
      Administrative Agent shall have received the First Amendment to Third Amended
      and Restated Intercreditor Agreement in substantially the form attached hereto
      as Exhibit D executed by all the parties thereto;

     

    The
      Administrative Agent shall have received the promissory note executed by
      Hillandale, LLC and payable to the order of the Borrower in substantially the
      form attached hereto as Exhibit E and endorsed by the Borrower payable to
      the order of the Agent;

     

    The
      Administrative Agent shall have received a Note for each of the Banks in the
      amount of its Revolving Credit Commitment after giving effect to this
      Amendment;

     

    The
      Administrative Agent shall have received such evidence of the existence and
      good
      standing of the Borrower and the other Pledgors (including, without limitation,
      Hillandale, LLC) and of their authority to execute, deliver and perform this
      Amendment, the other Loan Documents and Hillandale Documents to which each
      is a
      party as the Administrative Agent may require, each dated (unless otherwise
      indicated) the date of this Amendment, in form and substance satisfactory to
      the
      Administrative Agent;

     

    The
      Administrative Agent shall have received an opinion of counsel to the Borrower
      and the other Pledgors in form and substance acceptable to the Administrative
      Agent;

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

    Each
      Bank
      shall have received its pro rata portion (calculated based on the Revolving
      Credit Commitments) of an upfront fee paid by the Borrower which aggregates
      for
      all Banks to an amount equal to $100,000;

     

    The
      Administrative Agent shall have received evidence that the lenders under the
      Note Agreement shall have agreed that neither Hillandale, LLC nor American
      Egg
      Products LLC are required to be added as guarantors under the terms of the
      Note
      Agreement, which evidence shall include an amendment to or waiver of Section
      2.9
      of the Note Agreement;

     

    The
      Administrative Agent shall have received such additional documentation and
      information as it or its legal counsel may request;

     

    The
      representations and warranties contained herein and in all other Loan Documents,
      as amended hereby, and in the Hillandale Documents 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 or will result from
      the Hillandale Transactions; and

     

    All
      proceedings taken in connection with the transactions contemplated by this
      Amendment and the Hillandale Documents 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,
      that certain Fifth Amendment to Second Amended and Restated Revolving Credit
      Agreement dated March 31, 2004, that certain Sixth Amendment to Second Amended
      and Restated Revolving Credit Agreement dated April 14, 2004, that certain
      Seventh Amendment to Second Amended and Restated Revolving Credit Agreement
      dated August 6, 2004 and that certain Eight Amendment to Second Amended and
      Restated Revolving Credit Agreement dated March 15, 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;

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

    No
      Event
      of Default has occurred and is continuing or will occur as a result of the
      Hillandale Transactions and no event or condition has occurred (or will occur
      as
      a result of the Hillandale Transaction) 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;

     

    No
      default nor any event of default has occurred and is continuing or will occur
      as
      a result of the Hillandale Transactions under the terms of the Note Agreement
      and no event or condition has occurred (or will occur as a result of the
      Hillandale Transaction) that with the giving of notice or lapse of time or
      both
      would be such a default or event of default, and the Borrower and each Guarantor
      is in full compliance with all covenants and agreements binding on them
      contained in the Note Agreement;

     

    All
      Hillandale Documents are in full force and effect, no material term or condition
      thereof has been amended, modified or waived, the Contribution and Initial
      Equity Acquisition has occurred, the Hillandale Transactions are permitted
      by
      the terms of the Note Agreement and each party to the Hillandale Documents
      has
      performed all material obligations required thereby as of the date hereof;
      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.

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

    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
      SUPERSEDES 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:  	 
	 	
              
                

              

              Timothy Dawson, Vice President and Chief Financial
                Officer 

            


    

    
      	 	 	 
	 	 
	 	 
	 	COÖPERATIEVE CENTRALE 
	 	RAIFFEISEN-BOERENLEENBANK B.A.
	 	
              "RABOBANK
                NEDERLAND," NEW YORK BRANCH (sometimes referred to as
                Rabobank International), as the Administrative Agent and a
                Bank 

            
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Richard
              J. Beard, Executive
              Director


    

    
      	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Brett
              Delfino, Executive Director
	 	 


      	 	 	 
	 	FIRST
              SOUTH FARM
              CREDIT, ACA
	 
 	 
 	 
 
	 	By:  	 
	 	
              
 J.
              Andrew Mangialardi, Vice President 
	 	 


      	 	 	 
	 	Harris
              N.A.
              (successor in interest by merger to Harris Trust and Savings
              Bank)
	 
 	 
 	 
 
	 	By:  	 
	 	
              
David
              J. Bechstein, Vice President
	 	 


    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    GUARANTOR
      CONSENT

    


    Each
      Guarantor: (i) consents and agrees to this Ninth 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 to 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:  	 
	 	
              
Timothy
              Dawson, Vice President and Chief Financial Officer of
              each of the foregoing companies


    

     

      	 	 	 
	 	CAL-MAINE
              PARTNERSHIP, LTD.
	 
 	 
 	 
 
	 	By:  	Cal-Maine
              Foods,
              Inc.,
	 	 	its general partner
	 	
            
	 	 
	 	By: 
              _________________________________________________ 
	 	
              Timothy
                Dawson,
                Vice President and Chief Financial Officer


            


    

    
      	 	 	 
	 	 	 
	 	CMF
              OF KANSAS -
              LLC
	 
 	 
 	 
 
	 	By:  	Cal-Maine
              Foods,
              Inc.
	 	 	its managing member
	 	
            
	 	 
	 	By: 
              _______________________________________________
	 	
              Timothy
                Dawson, Vice President and Chief Financial
                Officer 

            


    

     

    
      
        
        

      

      
        69