1 EXHIBIT 10.1 AMENDED AND RESTATED TERM LOAN AGREEMENT DATED AS OF MAY 29, 1990

1
EXHIBIT 10.1

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AMENDED AND RESTATED
TERM LOAN AGREEMENT

DATED AS OF MAY 29, 1990

BETWEEN

CAL-MAINE FOODS, INC.,
BORROWER,

AND

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH,

BANK

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TABLE OF CONTENTS

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ARTICLE I - AMOUNT AND TERM OF THE ADVANCE . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.01. The Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.02. Making the Additional Advance. . . . . . . . . . . . . . . . . . . 3
Section 1.03. Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Interest Rate. . . . . . . . . . . . . . . . . . . . . . . 3
(b) Interest Period. . . . . . . . . . . . . . . . . . . . . . 4
Section 1.04. Increased Costs. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.05. Evidence of Debt. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.06. Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE II - TERMS OF PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.01. Repayment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.02. Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(a) Mandatory . . . . . . . . . . . . . . . . . . . . . . . . . 5
(b) Optional. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.03. Payments and Computations. . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III - CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.01. Conditions Precedent to the Advance. . . . . . . . . . . . . . . . 6

ARTICLE IV - REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.01. Representations and Warranties of the Borrower. . . . . . . . . . . 9

ARTICLE V - COVENANTS OF THE BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.01. Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . . . 12
(a) Compliance with Laws, etc. . . . . . . . . . . . . . . . . 12
(b) Payment of Taxes, etc. . . . . . . . . . . . . . . . . . . 12
(c) Preservation of Corporate Existence, etc. . . . . . . . . . 12
(d) Keeping of Books. . . . . . . . . . . . . . . . . . . . . . 13
(e) Visitation Rights. . . . . . . . . . . . . . . . . . . . . 13
(f) Maintenance of Properties, etc. . . . . . . . . . . . . . . 13
(g) Maintenance of Insurance. . . . . . . . . . . . . . . . . . 13
(h) Working Capital . . . . . . . . . . . . . . . . . . . . . . 13
(i) Tangible Net Worth. . . . . . . . . . . . . . . . . . . . . 13
(j) Debt to Equity Ratio. . . . . . . . . . . . . . . . . . . . 14
(k) Reporting Requirements. . . . . . . . . . . . . . . . . . . 14
(l) Appraisals. . . . . . . . . . . . . . . . . . . . . . . . . 15
(m) Further Assurances . . . . . . . . . . . . . . . . . . . . 15
(n) ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5.02. Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . 15
(a) Guaranteed Indebtedness. . . . . . . . . . . . . . . . . . 15
(b) Dividends, etc. . . . . . . . . . . . . . . . . . . . . . . 16

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(c) Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(d) Maintenance of Ownership of Subsidiaries . . . . . . . . . . . . . . . . . . 16
(e) Mergers, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(f) Sales, etc. of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(g) Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(h) Liens, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VI - EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VII - DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . . . . . . . . . . . . . 19
Section 7.01. Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . . 19
Section 7.02. Accounting Terms. . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE VIII - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.01. Amendments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.02. Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.03. No Waiver; Remedies. . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.04. Costs, Expenses and Taxes. . . . . . . . . . . . . . . . . . . . . 25
Section 8.05. Limitation and Adjustment of Interest. . . . . . . . . . . . . . . 26
Section 8.06. Right of Set-off. . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 8.07. Severability of Provisions . . . . . . . . . . . . . . . . . . . . 27
Section 8.08. Binding Effect; Governing Law. . . . . . . . . . . . . . . . . . . 27
Section 8.09. Consent to Jurisdiction; Process Agent. . . . . . . . . . . . . . . 27
Section 8.10. Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.11. Entire Agreement; Amendment and Restatement. . . . . . . . . . . . 28

INDEX TO EXHIBITS

Exhibit A - Form of Note
Exhibit B - Form of Amended Borrower Mortgage
Exhibit C - Form of Amended Cal-Maine Mortgage
Exhibit D - Form of New Mortgage
Exhibit E - Form of Process Agent's Letter
Exhibit F - Form of Borrowing Base Certificate

Schedule 1 - New Properties

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AMENDED AND RESTATED
TERM LOAN AGREEMENT

Dated as of May 29, 1990

This AMENDED AND RESTATED TERM LOAN AGREEMENT is between CAL-MAINE
FOODS, INC., a Delaware corporation (the "Borrower") and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," New York branch (the
"Bank").

R E C I T A L S:

A. Borrower and Bank have entered into that certain Term Loan
Agreement dated as of May 15, 1986, as amended by (i) that certain Amendment
dated as of December 1, 1987, (ii) that certain Amendment dated as of December
31, 1988, (iii) that certain Amendment dated as of June 2, 1989, and (iv) that
certain Amendment dated as of June 30, 1989 (the Term Loan Agreement, as the
same has previously been amended, is hereinafter referred to as the "Previous
Term Loan Agreement").

B. Pursuant to the Previous Term Loan Agreement, Bank made a Four
Million Five Hundred Thousand Dollar ($4,500,000.00) term loan to Borrower (the
"Existing Loan"). The Borrower has made principal payments on the Existing
Loan reducing the outstanding principal balance thereof to Two Million Eight
Hundred Twelve Thousand Five Hundred Dollars ($2,812,500.00) as of the date
hereof.

C. Borrower has requested that the Bank make an additional term
loan to the Borrower in an amount up to Ten Million Six Hundred Three Thousand
Five Hundred Dollars ($10,603,500.00) (the "Additional Advance").

D. Borrower, Bank, and Barclays Bank PLC (herein "Barclays") have
entered into that certain Amended and Restated Revolving Credit Agreement dated
as of the date hereof (as the same may be amended, the "Revolving Credit
Agreement") which amended and restated in its entirety that certain Revolving
Credit Agreement dated as of October 18, 1984 between Borrower and Bank (as the
same had previously been amended, herein referred to as the "Previous Revolving
Credit Agreement").

E. Borrower and Bank have entered into that certain Fourth
Amendment to Reimbursement and Credit Agreement (herein the "Fourth Amendment
to Reimbursement Agreement") dated as of the date hereof which amended that
certain Reimbursement and Credit Agreement dated as of December 1, 1987 (as
amended by the Amendment dated as of May 31, 1988, the Amendment dated as of
December 31, 1988, the Amendment dated as of June 2, 1989 and the Fourth
Amendment to Reimbursement Agreement and as the same may hereafter be amended,
herein referred to as the "Reimbursement Agreement").

F. To secure certain of the obligations and indebtedness of
Borrower to the Bank under the Previous Term Loan Agreement, the Previous
Revolving Credit Agreement, the

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Reimbursement Agreement and the other documents executed in connection
therewith, the Borrower, Cal-Maine Farms, Inc., and Cal-Maine Egg Products,
Inc., executed certain security agreements and mortgages (as amended but
excluding the collateral documents executed in connection with the
Reimbursement Agreement, such security agreements and mortgages herein called
the "Existing Collateral Documents").

G. To induce the Bank to make the Additional Advance, the
Borrower has agreed to grant to Bank security interests and liens in the real
properties described on Schedule 1 attached hereto and the personal property
relating thereto (the "New Properties").

H. To induce Barclays to agree to extend credit to Borrower under
the Revolving Credit Agreement, Borrower, Cal-Maine Farms, Inc., and Cal-Maine
Egg Products, Inc. have agreed to grant security interests and liens to
Barclays in the New Properties, to the extent applicable, and in the properties
covered by the Existing Collateral Documents (herein the "Existing Properties"
and together with the New Properties herein referred to as the "Properties").

I. The Bank and Barclays have entered into that certain
Intercreditor Agreement dated the date hereof (as the same may be amended, the
"Intercreditor Agreement") pursuant to which the Bank and Barclays set forth
therein their respective rights and priorities in and with respect to the
Properties and appointed the Bank as agent for itself and Barclays (in such
capacity herein referred to as the "Agent") to act as agent with respect to the
Properties as therein provided.

J. To facilitate the collateral arrangements contemplated by this
Agreement, the Revolving Credit Agreement, the Reimbursement Agreement and the
Intercreditor Agreement, the Bank has assigned all of its right, title, and
interest in and to the Existing Collateral Documents to the Agent pursuant to
that certain Assignment Agreement dated the date hereof (as the same may be
amended, herein the "Assignment"); provided that with respect to that certain
Collateral Pledged Agreement dated October 17, 1984 executed by Borrower,
Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc. for the benefit of the
Bank which is an existing Collateral Document, Bank, Borrower, Cal-Maine Farms,
Inc. and Cal-Maine Egg Products, Inc. only amended the terms thereof to provide
that both the Bank and Barclays shall be pledgees thereunder pursuant to that
certain Amendment to Collateral Pledge Agreement and Assignment of Interest
dated the date hereof (such Collateral Pledge Agreement, as amended, herein the
"Pledge Agreement" and together with the Collateral Chattel Mortgage Note
pledged pursuant thereto and the Act of Collateral Chattel Mortgage on
Inventory dated October 17, 1984 executed by Borrower, Cal-Maine Farms, Inc.
and Cal-Maine Egg Products, Inc. in connection therewith, herein collectively
referred to as the "Louisiana Collateral Documents").

K. Borrower and the Bank now desire to amend the Previous Term
Loan Agreement in its entirety as herein set forth to provide for the
Additional Advance, provide for the grant of the security interests and liens
in the New Properties and to reflect the assignment and amendment of the
Existing Collateral Documents to the Agent.

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AGREEMENTS:

ARTICLE ARTICLE I.
AMOUNT AND TERM OF THE ADVANCE

Section 1.1. The Advance. The Bank has made an advance
to Borrower on May 19, 1986 (the "Initial Closing Date") in the original
principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000.00)
(the "Initial Advance"). The Bank agrees, on the terms and conditions
hereinafter set forth, to make one additional advance (the "Additional
Advance") to the Borrower on the Closing Date (this and certain other
capitalized terms are defined in Section 7.01) in the amount up to Ten Million
Six Hundred Three Thousand Five Hundred Dollars ($10,603,500.00); provided that
after giving effect to such Additional Advance the aggregate principal amount
of the Advance shall not exceed the Borrowing Base.

Section 1.2. Making the Additional Advance.

(a) The Additional Advance shall be made on at
least two Business Days notice from the Borrower to the Bank
specifying the Closing Date (which shall be a Business Day) and amount
thereof and selecting the Interest Period therefor pursuant to Section
1.03(b). Not later than 2:00 P.M. (New York City time) on the Closing
Date and upon fulfillment of the conditions set forth in Article III,
the Bank, subject to Section 8.04(c), will make the Additional Advance
available to the Borrower in United States dollars (i) in same day
funds at the Bank's address referred to in Section 8.02 or (ii) by
wire transfer of immediately available funds for the account of the
Borrower or such other person as the Borrower shall designate in
writing in a Bank with an account in the Federal Reserve wire system.
The Additional Advance will be made available per clause (i) unless
the Borrower shall designate in the Closing Date notice referred to
above the information necessary for the Bank to wire the Additional
Advance in accordance with clause (ii).

(b) The notice specified in subsection (a) of
this Section 1.02 shall be irrevocable and binding on the Borrower and
the Borrower shall indemnify the Bank against any loss or expense
incurred by the Bank as a result of any failure to fulfill on or
before the Closing Date the conditions set forth in Article III,
including, without limitation, any loss (including loss of anticipated
profits) or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by the Bank to fund
the Additional Advance to be made by the Bank if the Additional
Advance, as a result of such failure, is not made on the Closing Date.

Section 1.3. Interest.

(a) Interest Rate. The Borrower shall pay
interest on the unpaid principal amount of the Advance quarterly on
the last Business Day of each June, September, December and March
commencing June 29, 1990 until and including March 31, 2000 and on
June 30, 2000, at an interest rate per annum equal to 1.65% per annum
above the Term Federal Funds Rate for the applicable Interest Period;
provided,

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that such rate shall in no event be higher than the maximum interest
rate permitted by law; and provided, further, that any amount of
principal which is not paid when due (whether at stated maturity, by
acceleration or otherwise) shall bear interest, from the date on which
such amount is due until such amount is paid in full, at the Default
Rate.

(b) Interest Period. The period between the
Closing Date and the date of payment in full of the Advance shall be
divided into successive periods, each such period being an Interest
Period. The period commencing on the Initial Closing Date has been
divided into successive periods, each of such periods also being an
Interest Period. The Interest Period in existence under the Previous
Term Loan Agreement shall continue hereunder until, and shall end on,
the Closing Date. The initial Interest Period under this Agreement
and with respect to the total amount of the Advance shall begin on the
Closing Date and end on the last day of such period as selected by the
Borrower, and thereafter, each subsequent Interest Period shall begin
on the last day of the immediately preceding Interest Period and end
on the last day of such period as selected by the Borrower. The
duration of each Interest Period shall be of one, three, six, nine or
twelve whole months, as the Borrower may select, upon notice,
specifying the first day and duration of such Interest Period,
received by the Bank before 2:00 P.M. (New York City time) one
Business Day prior to the first day of such Interest Period or, if the
Bank shall, in its sole discretion, determine that funds are available
to it for periods longer than twelve months, such longer period as the
Borrower shall select after consultation with the Bank; provided,
however, that if the Borrower fails so to select the duration of any
Interest Period, the duration of such Interest Period shall be one
month and; provided, further, that the duration of any Interest Period
which commences before any principal repayment installment date and
otherwise ends after such date shall end on such date, and no Interest
Period shall end after the last principal repayment date.

Section 1.4. Increased Costs. If, on or after the date
hereof, the introduction of or any change (including, without limitation, any
change by way of imposition or increase of reserve requirements) in or in the
interpretation of any law or regulation or the compliance by the Bank with any
guideline or request from any central bank or other governmental authority
(whether or not having the force of law), shall result in any increase in the
cost to the Bank of agreeing to make or making, funding, or maintaining the
Advance, or to reduce the amount of any sums received or receivable by the Bank
under this Agreement or the Note, then, the Borrower shall from time to time,
upon demand by the Bank, pay such additional amounts as will compensate the
Bank for such increased cost or reduced amount. A certificate of the Bank,
submitted to the Borrower, setting forth the amounts of such increased cost or
reduced amount and the additional amounts to be paid to the Bank under this
Section shall be conclusive. After the Bank notifies the Borrower of any
increased cost pursuant to this Section 1.04, the Borrower may upon at least
five Business Days written notice to the Bank prepay in full or in part the
Advance, provided the Borrower shall comply with the prepayment provisions of
Section 2.02(b) and reimburse the Bank for all such increased costs incurred by
the Bank and pay to the Bank all amounts due pursuant to Section 8.04(b).

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Section 1.5. Evidence of Debt. The indebtedness of the
Borrower resulting from the Advance shall be evidenced by a promissory note of
the Borrower, in substantially the form of Exhibit A hereto (the "Note"),
delivered to the Bank pursuant to Article III.

Section 1.6. Use of Proceeds. The proceeds of the Initial
Advance were used partially for the purpose of re-financing the Borrower's
purchase of an egg production facility and feed mill at Bethune, South Carolina
and partially for the purpose of financing the operations at such facilities.
The process of the Additional Advance shall be used to refinance the purchase
of the New Properties and to refinance the repurchase of certain preferred
stock issued by Borrower to Sunny Fresh Foods, Inc.

ARTICLE II.
TERMS OF PAYMENTS

Section 2.1. Repayment. The Borrower shall repay the
aggregate unpaid principal amount of the Advance in accordance with this
Agreement and the terms of the Note evidencing the indebtedness resulting from
the Advance and delivered to the Bank pursuant to Article III.

Section 2.2. Prepayments.

(a) Mandatory. If at any time the aggregate
principal amount of the Advance at such time outstanding shall exceed
the Borrowing Base at such time, the Borrower shall immediately prepay
the Advance in an aggregate amount equal to the difference between
such outstanding amount and the Borrowing Base at such time (the
"Prepayment Amount") and upon such prepayment the Borrower shall pay
to the Bank all amounts due pursuant to Section 8.04(b) as a result of
such prepayment. Any amount received by the Bank at the time of such
prepayment shall first be applied to the Prepayment Amount.

(b) Optional. The Borrower may, upon at least
five Business Days notice to the Bank, prepay the outstanding amount
of the Advance on the last day of any Interest Period in whole or in
part with (i) accrued interest to the date of such prepayment on the
amount so prepaid and (ii) all amounts due pursuant to Section 8.04(b)
as a result of such prepayment, provided, that each such partial
prepayment shall be in a principal amount not less than $500,000 or an
integral multiple thereof.

Section 2.3. Payments and Computations.

(a) The Borrower shall make each payment of
principal, interest and other amounts due hereunder and under the Note
not later than 12:00 noon (New York City time) on the day when due in
lawful money of the United States of America to the Bank at its office
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in same day funds. Each
payment or (unless otherwise specified by the Borrower or otherwise
specified by this Agreement) prepayment made on account of principal
or interest hereunder shall be applied, first, to interest then
payable on the Advance and, then,

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to the then unpaid principal of the Advance. The Borrower hereby
authorizes the Bank, if and to the extent payment is not made when due
hereunder or under the Note, to charge from time to time against the
Borrower's accounts with the Bank any amount so due.

(b) All computations of interest hereunder and
under the Note, shall be made by the Bank on the basis of a year of
360 days, in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for
which such interest is payable. Each determination by the Bank of an
interest rate hereunder shall be conclusive and binding for all
purposes.

(c) whenever any payment to be made hereunder or
under the Note shall be stated to be due, or whenever the last day of
any Interest Period would otherwise occur, on a day other than a
Business Day, such payment shall be made, and the last day or such
Interest Period shall occur, on the next succeeding Business Day, and
such extension of time shall in such case be included in the
computation of payment of interest.

ARTICLE III.
CONDITIONS PRECEDENT

Section 3.1. Conditions Precedent to the Advance. The
obligation of the Bank to make the Additional Advance is subject to the
condition precedent that the conditions precedent set forth in the Revolving
Credit Agreement shall have been satisfied and the Bank shall have received on
or before the Closing Date the following, each dated such day (unless otherwise
indicated), in form-and substance satisfactory to the Bank:

(a) The Note.

(b) The Borrower Mortgages, duly executed by the
Borrower and, to the extent applicable, Cal-Maine Farms, Inc. and the
Amended Cal-Maine Mortgage, duly executed by Cal-Maine Farms, Inc.
together with:

(i) title insurance policies, binders or
endorsements issued by or on behalf of a reputable title
insurance company approved by the Bank insuring title to each
of the Encumbered Properties and assuring the Agent that each
of the Mortgages is valid and enforceable, that the lien of
each of the Mortgages covering each of the Encumbered
Properties is free and clear of all defects and encumbrances
(executed Permitted Encumbrances), and naming the Agent as an
additional insured;

(ii) evidence of all insurance required
by the Mortgages;

(iii) evidence of the completion of all
necessary recordings and filings of the Borrower and Cal-Maine
Farms, Inc. as may be necessary or, in

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the opinion of the Bank, desirable to perfect the security
interests and liens in favor of the Agent created by the
Mortgages;

(iv) evidence that there exists no lien
or encumbrance on any of the Encumbered Properties (and the
buildings thereon) that is superior to the lien created by the
Mortgages, as the case may be (other than the liens and
encumbrances specifically permitted by the Mortgages or such
superior liens as to which the Borrower shall have delivered
instruments satisfactory to the Bank which when filed and
recorded by the Bank will result in the discharge of such
superior liens);

(v) copies of all recorded easements,
rights-of-way, restrictive covenants, leases, encumbrances,
and other documents and instruments filed of record that
affect the Encumbered Properties, together with evidence
satisfactory to Bank that the Encumbered Properties are
properly zoned for their respective present use;

(vi) an environmental report addressed to
Agent and prepared by an environmental engineer acceptable to
Agent certifying that the Encumbered Properties and Borrower's
or Cal-Maine Foods, Inc.'s operations thereon comply with all
environmental laws, that the Encumbered Properties are free of
hazardous substances (as determined under environmental laws),
and that the Encumbered Properties and any structures thereon
are free of any conditions that present indoor or outdoor air
hazards; and

(vii) evidence that all other actions
necessary or, in the opinion of the Bank, desirable to perfect
and protect the lien created by each of the Mortgages have
been taken.

(d) The Intercreditor Agreement duly executed by
Barclays;

(e) The Assignment and the Amendment to
Collateral Pledge Agreement duly executed;

(f) The Amended Guaranty Agreements duly executed
by each Guarantor, as applicable;

(g) Certified copies of (i) resolutions of the
Board of Directors of the Borrower evidencing approval of each Loan
Document to which it is a party and the matters contemplated thereby,
(ii) resolutions of each other Loan Party evidencing approval of each
Loan Document to which it is a party and the matters contemplated
thereby, and (iii) all documents evidencing other necessary corporate
action and governmental approvals, if any, with respect to each such
Loan Document;

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(h) A certificate of the Secretary or an
Assistant Secretary of each Loan Party certifying the names and true
signatures of the officers of such Loan Party authorized to sign each
Loan Document to which it is a party and the other documents
contemplated hereby or to be delivered by it hereunder. The Bank may
conclusively rely on each such certificate until it shall receive a
further certificate of the Secretary or an Assistant Secretary of the
respective Loan Party canceling, amending or replacing the prior
certificate;

(i) A copy of the appraisals of the Encumbered
Properties satisfactory in form and substance to the Bank;

(j) A letter from the Process Agent in
substantially the form of Exhibit E hereto extending the term of its
appointment as "Process Agent" in connection with the Loan Documents,
the Reimbursement Agreement and the Revolving Loan Documents;

(k) A Borrowing Base Certificate;

(l) A certificate from each insurer or the
insurance broker evidencing compliance of the insurance requirements
of the Mortgages and the Security Agreements and naming the Agent as
primary loss payee in form and substance satisfactory to the Bank;

(m) A favorable opinion of counsel for the
Borrower and the Guarantors, in form and substance acceptable to the
Bank and addressing such matters as the Bank may reasonably request;

(n) A certificate from an authorized officer of
each of the Loan Parties affirming that on and as of the Closing Date
the representations and warranties set forth herein and in other Loan
Documents are correct as though made on and as of such date and
certifying that no event or condition has occurred and is continuing
or would result from the consummation of the transactions contemplated
hereby that constitutes a default, event of default or Event of
Default under any such document to which it is a party; and

(o) a fee in the amount equal to three quarters
of one percent (3/4 of 1%) of the Additional Advance payable by the
Borrower to the Bank in United States Dollars and in immediately
available funds in consideration for the Bank's commitment to make the
Additional Advance available to the Borrower.

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ARTICLE IV.
REPRESENTATIONS AND WARRANTIES

Section 4.1. Representations and Warranties of the
Borrower. The Borrower represents and warrants as follows:

(a) Each of the Borrower and each Subsidiary is a
corporation duly incorporated, validly existing and in good standing
under the laws of Delaware and is duly qualified as a foreign
corporation to do business and is in good standing in every
jurisdiction where the nature of its business requires it to be so
qualified and has all power, corporate or otherwise, to conduct its
business and to own, or hold under lease, its assets and properties,
and to execute and deliver, and to perform, to the extent applicable,
all of its obligations under the Loan Documents to which it is, or
will be, a party.

(b) The execution, delivery and performance by
each of the Borrower and each Guarantor of each Loan Document to which
it is or will be a party are within the Borrower's or each
Guarantor's, as the case may be, corporate powers, have been duly
authorized by all necessary corporate action, do not contravene (i)
the Borrower's or either Guarantor's, as the case may be, charter or
by-laws or (ii) law or any contractual restriction binding on or
affecting the Borrower or either Guarantor, as the case may be, and do
not result in or require the creation of any lien, security interest
or other charge or encumbrance (other than pursuant hereto or pursuant
to any Loan Document or Revolving Loan Document) upon or with respect
to any of its properties.

(c) No authorization or approval or other action
by, and no notice to or filing with, any governmental authority or
regulatory body is required (i) for the due execution, delivery and
performance by Borrower and each Guarantor of any Loan Document to
which it is or will be a party, (ii) for the grant by Borrower and
each Guarantor of the security interests granted by the Mortgages and
the Security Agreements, (iii) for the perfection of or exercise by
the Agent or the Bank of their respective rights and remedies under
any Loan Document, or (iv) for the continued effectiveness of the
valid and perfected first priority security interests and liens
created by the Security Agreements and the Mortgages and the Security
Agreements and Mortgages do not adversely affect the security
interests and liens created by the Existing Collateral Documents.

(d) This Agreement is and the Note and each other
Loan Document to which the Borrower or either Guarantor is or will be
a party when delivered hereunder will be, legal, valid and binding
obligations of the Borrower or the Guarantors, as the case may be,
enforceable against the Borrower or the Guarantors, as the case may
be, in accordance with their respective terms.

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13
certified by Ernst & Whinney, independent public accountants, and the
consolidated balance sheet of the Borrower and its Subsidiaries as at
March 31, 1990, and the related consolidated statements of income and
retained earnings of the Borrower and its Subsidiaries for the nine
month period then ended, copies of each of which have been furnished
to the Bank, fairly present the financial condition of the Borrower
and its Subsidiaries as at the dates reflected therein and the results
of the operations of the Borrower and its Subsidiaries for the period
ended on the dates reflected therein, all in accordance with generally
accepted accounting principles consistently applied, and since March
31, 1990, there has been no material adverse change in such condition
or operations.

(f) The Borrower and each Subsidiary have filed
all tax returns (Federal, State and local) required to be filed and
paid all taxes shown thereon to be due, including interest and
penalties, or provided adequate reserves for payment thereof.

(g) There is no pending or threatened action or
proceeding affecting the Borrower or any of its Subsidiaries before
any court, governmental agency or arbitrator, which may (i) materially
adversely affect the financial condition or operations of the Borrower
or any of its Subsidiaries or (ii) call into question the legality,
validity or enforceability of any Loan Document or any Revolving Loan
Document.

(h) The Guarantors and Sunbelt Freight, Inc. are
the only Subsidiaries of, and are wholly-owned by, the Borrower.

(i) Following application of the proceeds of the
Advance, not more than 25 percent (25%) of the value of the assets
(either of the Borrower only or of the Borrower and its Subsidiaries
on a consolidated basis) subject to the provisions of Section 5.02(e)
or 5.02(f) or subject to any restriction contained in any agreement or
instrument, between the Borrower or any of its Subsidiaries and the
Bank or any affiliate of the Bank relating to Debt and within the
scope of Section 6.01(d) will be margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve
System).

(j) The Fiscal Year for the Borrower and its
Subsidiaries is the 52 or 53 week period, as the case may be,
beginning on the date which is one day after the date of the preceding
Fiscal Year end, and ending on the Saturday closest to May 31.

(k) The proceeds of the Initial Advance were used
partially for the purpose of refinancing the Borrower's purchase of an
egg production facility and feed mill at Bethune, South Carolina and
partially for the purpose of financing the operations at such
facilities. The proceeds of the Additional Advances shall be used to
refinance the purchase of the New Properties and to refinance the
repurchase of certain preferred stock issued by Borrower to Sunny
Fresh Foods, Inc.

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14
(l) The policies of title insurance required
hereunder and under the mortgages and the all perils insurance of
which the Agent is primary loss payee hereunder and under the
Mortgages and Security Agreements are currently fully paid and
non-assessable.

(m) There are no mortgages, deeds of trust,
pledges, liens, security interests or other charges or encumbrances
(including liens or retained security titles of conditional vendors)
of any nature whatsoever on the Encumbered Properties or Collateral
other than the Permitted Encumbrances and the liens created pursuant
to the Existing Collateral Documents.

(n) From and after the time of the Advance, the
Borrower or the Guarantors, as the case may be, will be the beneficial
owner of all of the presently existing Collateral covered by the
Security Agreements and the Encumbered Property covered by the
Mortgages, free and clear of all mortgages, deeds of trust, pledges,
liens, security interests, options and other charges or encumbrances,
except for those created or permitted by the Loan Documents, and the
Borrower or the Guarantors, as the case may be, will be the record
owner of all of such presently existing Collateral and Encumbered
Property.

(o) From and after the recording of the
Mortgages, they will create valid and perfected mortgage liens on and
security interests in the Encumbered Properties, subject only to
Permitted Encumbrances, enforceable against the Borrower and Cal Maine
Farms, Inc., as the case may be, and all third parties and securing
the payment of all obligations purported to be secured thereby and all
filings and other actions necessary or desirable to perfect and
protect such mortgage liens and security interests will have been duly
taken.

(p) The liens and security interests created and
granted by the Security Agreements constitute valid and perfected
security interests in the Collateral securing payment of all
Obligations subject only to the prior filings made in favor of the
Bank in connection with the Existing Collateral Documents, and all
filings and other actions necessary or desirable to perfect and
protect such security interests have been duly taken. Neither the
Borrower nor either Guarantor has made a contract or arrangement of
any kind, the performance of which contract or arrangement by another
party would give rise to a lien on the Collateral.

(q) Neither the Borrower nor either Guarantor is
a party to any indenture, loan or credit agreement or any lease or
other agreement or instrument or subject to any charter or corporate
restriction that currently has or may reasonably be expected to have a
material adverse effect on the business, properties, assets,
operations, prospects or condition, financial or otherwise, of the
Borrower or either Guarantor, or on the ability of the Borrower or
either Guarantor, to carry out its obligations under any Loan Document
to which it is a party.

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15
(r) No proceeds of the Advance will be used to
acquire any security in any transaction which is subject to Sections
13 and 14 of the Securities Exchange Act of 1934.

(s) Borrower and each Subsidiary have complied
with all applicable minimum funding requirements and all other
applicable and material requirements of ERISA, and there are no
existing conditions that would give rise to liability thereunder. No
Reportable Event has occurred in connection with any Plan that might
constitute grounds for the termination thereof by the Pension Benefit
Guaranty corporation or for the appointment by the appropriate United
States District Court of a trustee to administer such Plan.

(t) The present fair salable value of the Assets
of the Borrower and each Subsidiary is greater than the amount that
will be required to pay its probable liability on its existing Debts
as they become absolute and matured. For the purposes of this clause
(t), "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 of its Subsidiaries intends to, or
believe that it will, incur Debts beyond its ability to pay as they
mature.

(u) Neither the Borrower nor any of its
Subsidiaries is "insolvent" (as defined in 11 U.S.C. Section 101(29)).
Neither the Borrower nor any of its Subsidiaries is engaged, and does
not 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 of its
Subsidiaries intends through the transactions contemplated by the Loan
Documents to hinder, delay, or defraud either present or future
creditors.

ARTICLE V.
COVENANTS OF THE BORROWER

Section 5.1. Affirmative Covenants. So long as any amount
payable hereunder or under the Note shall remain unpaid, the Borrower will,
unless the Bank shall otherwise consent in writing:

(a) Compliance with Laws, etc. Comply, and cause
each of its Subsidiaries to comply, in all material respects with all
applicable laws, rules, regulations and orders, such compliance to
include, without limitation, paying before the same become delinquent
all taxes, assessments and governmental charges imposed upon it or
upon any of its property except to the extent contested in good faith.

(b) Payment of Taxes, etc. Pay and discharge,
and cause each Subsidiary to pay and discharge, before the same shall
become delinquent, (i) all taxes, assessments and governmental charges
or levies imposed upon it or upon its property,

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16
and (ii) all lawful claims which, if unpaid, might by law become a
lien upon its property; provided, however, that neither the Borrower
nor any Subsidiary shall be required to pay or discharge any such tax,
assessment, charge or claim which is being contested in good faith and
by proper proceedings.

(c) Preservation of Corporate Existence, etc.
Preserve and maintain, and cause each Subsidiary to preserve and
maintain, its corporate existence, rights (charter and statutory) and
franchises.

(d) Keeping of Books. Keep, and cause each
Subsidiary to keep, proper books of record and account, in which full
and correct entries shall be made of all financial transactions and
the assets and business of the Borrower and each Subsidiary in
accordance with generally accepted accounting principles consistently
applied.

(e) Visitation Rights. At any reasonable time
and from time to time, permit the Bank or any agents or
representatives thereof, to examine and make copies of and abstracts
from the records and books of account of, and visit the properties of,
the Borrower and any of its Subsidiaries, and to discuss the affairs,
finances and accounts of the Borrower and any of its Subsidiaries with
any of their respective officers or directors.

(f) Maintenance of Properties, etc. Maintain
and preserve, and cause each Subsidiary to maintain and preserve, all
of its properties which are used or useful in the conduct of its
business in good working order and condition, ordinary wear and tear
excepted. Perform and promptly comply with, and cause all of its
property to be maintained, used and operated in accordance with, all
policies of insurance at any time in force with respect to any of the
property of the Borrower and each Subsidiary, the failure of which
would result in the cancellation or invalidation of such policies of
insurance, or result in a substantial increase in premiums owed under
such policies of insurance.

(g) Maintenance of Insurance. In addition to
any insurance of which the Agent is primary loss payee pursuant to any
Loan Document, maintain, and cause each Subsidiary to maintain,
insurance with responsible and reputable insurance companies or
associations satisfactory to the Bank in such amounts and covering
such risks as is usually carried by companies engaged in similar
properties in the same general areas in which the Borrower or such
Subsidiary operates.

(h) Working Capital. Maintain a ratio of
current assets to current liabilities (excluding deferred taxes) of
not less than 1.25 to 1 and a ratio of consolidated current assets to
consolidated current liabilities (excluding deferred taxes) of the
Borrower and its Subsidiaries of not less than 1.25 to 1. Current
liabilities and consolidated current liabilities shall include the
current portion of the indebtedness incurred pursuant to this
Agreement, the Reimbursement Agreement and the Revolving Credit
Agreement.

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17
(i) Tangible Net Worth. Maintain an excess of
consolidated total tangible assets over consolidated total liabilities
of the Borrower and its Subsidiaries in an amount not less than the
amount set forth below for the applicable period set forth below:

(i) from the date hereof through June 2,
1990, Twenty-Two Million Dollars ($22,000,000); and

(ii) from June 3, 1990 and at all times
thereafter, the sum of (i) Twenty-Two Million Dollars
($22,000,000) plus (ii) fifty percent (50%) of the net income
of Borrower and its Subsidiaries for the period from the
beginning of the Fiscal Year existing as of the date of
determination to the date of determination plus (iii) fifty
percent (50%) of the net income of Borrower and its
Subsidiaries for each Fiscal Year ending after June 3, 1990
but only if the Fiscal Year has completely elapsed.

If net income for a period is negative, no adjustment to the
requisite level of net worth shall be made.

(j) Debt to Equity Ratio. Maintain a ratio of
consolidated total liabilities (excluding deferred income taxes) to
Net Worth of not more than 3.30 to 1 at all times throughout the
Fiscal Year ending June 2, 1990, 3.05 to 1 at all times throughout the
Fiscal Year ending June 1, 1991, and 2.55 to 1 at all times after the
Fiscal Year ending June 1, 1991. Total liabilities shall include the
indebtedness incurred pursuant to this Agreement, the Reimbursement
Agreement and the Revolving Credit Agreement.

(k) Reporting Requirements. Furnish to the
Bank:

(i) as soon as possible and in any event
within five days after the occurrence of each Event of Default
or each event which, with the giving of notice or lapse of
time, or both, would constitute an Event of Default,
continuing on the date of such statement, a statement of the
chief financial officer of the Borrower setting forth details
of such Event of Default or event and the action which the
Borrower proposes to take with respect thereto;

(ii) as soon as available and in any
event within 30 days after the end of each of the first eleven
calendar months of each Fiscal Year of the Borrower,
consolidated and consolidating balance sheets of the Borrower
and its Subsidiaries as of the end of such month and
consolidated statements of income and retained earnings of the
Borrower and its Subsidiaries for the period commencing at the
end of the previous Fiscal Year and ending with the end of
such month, certified by the chief financial officer of the
Borrower;

(iii) as soon as available and in any
event within 90 days after the end of each Fiscal Year of the
Borrower, a copy of the annual report for such year or the
Borrower and its Subsidiaries, including therein consolidated
and

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18
consolidating balance sheets of the Borrower and its
Subsidiaries as of the end of such Fiscal Year and
consolidated and consolidating statements of income and
retained earnings and of source and applications of funds of
the Borrower and its Subsidiaries for such Fiscal Year
certified in a manner acceptable to the Bank by Ernst &
Whinney or other independent public accountants acceptable to
the Bank;

(iv) promptly after the sending or filing
thereof, copies of all reports which the Borrower sends to any
of its security holders, and copies of all reports and
registration statements which the Borrower files with the
Securities and Exchange Commission or any national securities
exchange;

(v) on or before the fifth day after an
appraisal has been furnished pursuant to section 5.01(l)
hereof, a Borrowing Base Certificate dated as of such day;

(vi) promptly after the receiving
thereof, notice of any change of address of the Process Agent;
and

(vii) such other information respecting
the business, properties, condition or operations, financial
or otherwise, of the Borrower as the Bank may from time to
time reasonably request.

(l) Appraisals. In addition to the appraisal
reports furnished on or before the Closing Date pursuant to Section
3.01(l) and at the request of the Bank, which request may not be made
more frequently than once in every two of the Borrower's Fiscal Years
commencing with the Fiscal Year ended June 3, 1990, pay for and
furnish to the Bank an appraisal report, prepared by an appraiser
selected by the Borrower with the prior written approval of the Bank,
of the fair market value of the Encumbered Properties. At the Bank's
own cost, the Bank may request appraisals on a more frequent basis.

(m) Further Assurances. Promptly correct, or
cause to be corrected, any defect or error that may be discovered in
any Loan Document or in the execution, acknowledgment or recordation
thereof and execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, and record and re-record, file and re-file
and register and re-register, any and all such further acts, deeds,
conveyances, mortgages, deeds of trust, trust deeds, assignments,
estoppel certificates, financing statements and continuations thereof,
notices of assignment, transfers, certificates, assurances and other
instruments as the Bank may require from time to time in order to
carry out more effectively the purposes of this Agreement or any Loan
Document, and to better assure, convey, grant, assign, transfer,
preserve, protect and confirm unto the Bank or Agent the rights
granted or now or hereafter intended to be granted to the Bank under
any Loan Document or under any other instrument executed in connection
with any Loan Document or that the Borrower may be or become bound to
convey, mortgage or assign to the Bank or Agent in order to carry out
the intention or facilitate the performance of the provisions of any
Loan

-15-
19
Document. The Borrower will furnish to the Bank evidence satisfactory
to the Bank of every such recording, filing or registration.

(n) ERISA. Comply and cause each Subsidiary to
comply, with all minimum funding requirements, and all other material
requirements, of ERISA, if applicable, so as not to give rise to any
liability thereunder.

Section 5.2. Negative Covenants. So long as any amount
payable hereunder or under the Note shall remain unpaid, the Borrower will not,
without the written consent of the Bank:

(a) Guaranteed Indebtedness. Create, incur,
assume or suffer to exist, or permit any Subsidiary to create, incur,
assume or suffer to exist, any Debt (as defined in clause (iii) of the
definition of Debt) except pursuant to the Amended Guaranty
Agreements, except by reason of endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary
course of business and except for that certain guaranty agreement
executed by Borrower for the benefit of Barclays Bank PLC guaranteeing
the obligations of American Egg Products; provided the liability
thereunder does not exceed $418,950.00 in the aggregate.

(b) Dividends, etc. Except for the purchase of
up to a maximum of two percent (2%) of the Borrower's outstanding
common shares in any Fiscal Year at an aggregate purchase price in
such year not exceeding the lesser of (i) the book value of such
shares or (ii) $500,000.00, 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.

(c) Capital Expenditures. Make, or permit any
subsidiary to make, any expenditures for fixed or capital assets,
excluding rolling stock, which would cause the aggregate of all such
expenditures made by the Borrower and its Subsidiaries in any period
of 12 consecutive months to exceed $3,500,000.

(d) Maintenance of Ownership of Subsidiaries.
Sell or otherwise dispose of any shares of capital stock of any
Subsidiary or permit any Subsidiary to issue, sell or otherwise
dispose of any shares of its capital stock or the capital stock of any
other Subsidiary, except to the Borrower or another Subsidiary.

(e) Mergers, etc. Merge with or into or
consolidate with or into, or convey, transfer, lease or otherwise
dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter
acquired) to, or acquire all or substantially all of the assets of,
any person, or permit any Subsidiary to do so, except that any
Subsidiary may merge or consolidate with or transfer assets to or
acquire assets from any other Subsidiary and except that any
Subsidiary may merge into or transfer assets to the Borrower provided
in each case that, immediately after giving effect thereto, no event
shall occur and be continuing

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20
which constitutes an Event of Default or which with the giving of
notice or lapse of time or both would constitute an Event of Default.

(f) Sales, etc. of Assets. Sell, lease,
transfer or otherwise dispose of, or permit any Subsidiary to sell,
lease, transfer or otherwise dispose of, any substantial part of its
assets, including (without limitation) substantially all assets
constituting the business of a division, branch or other unit
operation, except in the ordinary course of its business or in
connection with a transaction authorized by subsection (e) of this
Section.

(g) Fiscal Year. Change, or permit any
Subsidiary to change, its Fiscal Year.

(h) Liens, etc. Create or suffer to exist, or
permit any of its Subsidiaries to create or suffer to exist, or
through any act or failure to act acquiesce, or permit any of its
Subsidiaries to acquiesce, in the placing of, or allow to remain, any
deed of trust, mortgage, trust deed, voluntary or involuntary lien,
whether statutory, constitutional or contractual, security interest,
encumbrance or charge, conditional sale or other title retention
document, or any other type of preferential arrangement upon or with
respect to the Encumbered Properties or any of the Collateral, whether
now owned or hereafter acquired, or assign, or permit any of its
Subsidiaries to assign, any right to receive income, in each case to
secure or provide for the payment of any Debt of any person or entity,
other than the liens securing the obligations of the Borrower under
the Loan Documents, or any Permitted Encumbrances and shall not
further encumber, or permit any of its Subsidiaries to further
encumber, any such Permitted Encumbrance or change, modify or amend
any document or agreement relating thereto without the prior written
consent of the Bank.

ARTICLE VI.
EVENTS OF DEFAULT

Section 6.1. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

(a) The Borrower shall fail to pay any amount
payable hereunder or under the Note when due; or

(b) Any representation or warranty made or deemed
made by the Borrower (or any of its officers) or any of its
Subsidiaries (or any of its officers) under or in connection with any
Loan Document shall prove to have been incorrect in any material
respect when made or deemed made; or

(c) The Borrower or either Guarantor 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
or in the case of covenants contained in Section 1.03 of the

-17-
21
Mortgages the Borrower or Cal-Maine Farms, Inc. as the case may be,
shall fail to perform or observe any covenant in Section 1.03 of the
Mortgages, as the case may be, on its part to be performed or observed
and any such failure shall remain unremedied for 30 days after notice
thereof from the Bank; or

(d) The Borrower or any of its Subsidiaries shall
fail to pay any Debt (excluding Debt hereunder or under the Note but
including Debt under the Revolving Loan Documents and Reimbursement
Agreement) of the Borrower or any of its Subsidiaries (as the case may
be), or any interest or premium thereon, when due (whether by
scheduled maturity, required prepayment, acceleration, demand or
otherwise) and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to
such Debt; or any other default under any agreement or instrument
relating to any such Debt, or any other event, shall occur and shall
continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such default or event is to
accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or
required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof. The occurrence of
an Event of Default under this clause (d) includes without limitation
the occurrence of any event of default under the Revolving Loan
Documents or the Reimbursement Agreement; or

(e) The Borrower or any of its Subsidiaries shall
generally not pay its debts as such debts become due, or shall admit
in writing its inability to pay its debts generally or shall make a
general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against the Borrower or any of its
Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding-up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, or other similar official for it
or for any substantial part of its property; or the Borrower or any of
its Subsidiaries shall take any corporate action to authorize any of
the actions set forth above in this subsection (e); or

(f) Any judgment or order for the payment of
money in excess of $750,000 (the liability for which is not covered by
insurance) shall be rendered against the Borrower or any of its
Subsidiaries and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there
shall be any period of 10 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal
or otherwise, shall not be in effect; or

(g) Any of the Mortgages or the Security
Agreements shall for any reason, except to the extent permitted by the
terms thereof, cease to create valid and perfected first priority
security interest in any of the Encumbered Properties or the
Collateral, as the case may be, purported to be covered thereby; or

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22
(h) Any provision of any Loan Document shall, at
any time after delivery thereof, for any reason, except to the extent
permitted by the terms thereof, cease to be valid and binding on the
Borrower or either Guarantor (as the case may be), or shall be
declared to be null and void, or the validity or enforceability
thereof shall be contested by the Borrower or either Guarantor or a
proceeding shall be commenced by any governmental agency or authority
having jurisdiction over the Borrower or either Guarantor seeking to
establish the invalidity or unenforceability thereof and such
proceeding shall remain undismissed or unstayed for a period of 60
days, or the Borrower or either Guarantor shall deny that it has any
or further liability or obligation thereunder; or

(i) Either Guarantor shall cease to be a
wholly-owned Subsidiary of the Borrower; or

(j) Any event of default shall occur under any
Loan Document; or

(k) Any of the following events shall occur or
exist with respect to Borrower or any ERISA Affiliate: (i) any
Prohibited Transaction involving any Plan; (ii) any Reportable Event
with respect to any Plan; (iii) the filing under Section 4041 of ERISA
of a notice of intent to terminate any Plan or the termination of any
Plan; (iv) any event or circumstance that might constitute grounds
entitling the Pension Benefit Guaranty Corporation to institute
proceedings under Section 4042 of ERISA for the termination of, or for
the appointment of a trustee to administer, any Plan, or the
institution by the Pension Benefit Guaranty Corporation of any such
proceedings; (v) complete or partial withdrawal under Section 4201 or
4204 of ERISA from a Multiemployer Plan or the reorganization,
insolvency, or termination of any Multiemployer Plan; and in each case
above, such event or condition, together with all other events or
conditions, if any, have subjected or could in the reasonable opinion
of the Bank subject Borrower to any tax, penalty, or other liability
to a Plan, a Multiemployer Plan, the Pension Benefit Guaranty
Corporation, or otherwise (or any combination thereof) which in the
aggregate exceed or could reasonably be expected to exceed One Hundred
Thousand Dollars ($100,000.00);

then, and in any such event, the Bank may, by notice to the Borrower, terminate
its commitment to make the Additional Advance, declare the Note, all interest
thereon and all other amounts payable under this Agreement to be forthwith due
and payable, whereupon the Note, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest,
or further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to the Borrower or any of its Subsidiaries
under the Federal Bankruptcy Code, the Note, all such interest and all such
amounts shall automatically become and be due and payable and the commitment of
the Bank to make the Additional Advance shall automatically terminate, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.

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23
ARTICLE VII.
DEFINITIONS AND ACCOUNTING TERMS

Section 7.1. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

"Additional Advances" has the meaning specified in Section 1.01.

"Advance" means, together, the Initial Advance and the Additional
Advance.

"Agent" has the meaning specified in the recitals hereto.

"Agreement" means this Amended and Restated Term Loan Agreement.

"Amended Borrower Mortgage" means the Second Amendatory Mortgage,
Security Agreement and Financing Statement in substantially the form of Exhibit
B and all amendments, supplements and other modifications thereto.

"Amended Borrower Security Agreement" has the meaning set forth in the
Revolving Credit Agreement.

"Amended Cal-Maine Mortgage" means the Second Amendatory Mortgage,
Security Agreement and Financing Statement in substantially the form of Exhibit
C and all amendments, supplements and other modifications thereof.

"Amended Cal-Maine Security Agreement" has the meaning set forth in
the Revolving Credit Agreement.

"Amended Egg Products Security Agreement" has the meaning set forth in
the Revolving Credit Agreement.

"Amended Guaranty Agreement" has the meaning set forth in the
Revolving Credit Agreement.

"Appraised Value" means the value determined pursuant to Section
5.01(l).

"Assignment" has the meaning specified in the recitals hereto.

"Barclays" has the meaning specified in the recitals hereto.

"Borrower's Collateral" means the Collateral covered by the Amended
Borrower Security Agreement.

"Borrower's Encumbered Property" means the New Properties and the
properties covered by the Amended Borrower Mortgage.

-20-
24
"Borrower Mortgages" the Amended Borrower Mortgage and the New
Mortgages.

"Borrowing Base" on the date of any computation thereof means 65% of
the Appraised Value then in effect for the Encumbered Properties as set forth
in the Borrowing Base Certificate delivered by the Borrower on the Closing Date
and thereafter as required by Section 5.01(k).

"Borrowing Base Certificate" means a certificate setting forth the
information and calculations necessary to determine the Borrowing Base, in
substantially the form of Exhibit F, signed by the chief financial officer or
the president of the Borrower.

"Business Day" means any day other than a Saturday, Sunday' or a
public or bank holiday or the equivalent for banks generally under the laws of
the State of New York.

"Cal-Maine Encumbered Property" means the properties covered by the
Amended Cal-Maine Mortgage.

"Closing Date" means the date specified in the notice given by the
Borrower pursuant to Section 1.02(a) as the date the Bank is to make the
Additional Advance available to the Borrower.

"Collateral" means the property covered by the Security Agreements.

"Costs and Expenses" means all costs, expenses and taxes to be paid
for by the Borrower pursuant to Section 8.04.

"Debt" means (i) indebtedness for borrowed money or for the deferred
purchase price of property or services, (ii) obligations as lessee under leases
which shall have been or should be, in accordance with generally accepted
accounting principles, recorded as capital leases, and (iii) obligations under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clause (i) or (ii) above.

"Default Rate" means a daily fluctuating interest rate equal to 4% per
annum above the Term Federal Funds Rate. Each change in such daily fluctuating
interest rate shall take effect simultaneously with the corresponding change in
the Term Federal Funds Rate as determined by the Bank in its sole discretion at
12:00 noon (New York City time).

"Encumbered Properties" means the Borrower Encumbered Property and
Cal-Maine Encumbered Property.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not
incorporated) which is a member of a group of which the Borrower is a member
and which is under common

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25
control within the meaning of Section 414 of the Internal Revenue Code of 1976,
as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

"Event of Default" has the meaning set forth in Section 6.01.

"Existing Collateral Documents" has the meaning specified in the
recitals hereto.

"Existing Loan" has the meaning specified in the recitals hereto.

"Existing Properties" has the meaning specified in the recitals
hereto.

"Fiscal Year" means the 52 or 53 week period, as the case may be,
beginning on the date which is one day after the date of the preceding Fiscal
Year end, and ending on the Saturday closest to May 31.

"Fourth Amendment to Reimbursement Agreement" has the meaning
specified in the recitals hereto.

"Guarantors" means each of Cal-Maine Egg Products, Inc., a Delaware
corporation, and Cal-Maine Farms, Inc., a Delaware corporation.

"Intercreditor Agreement" has the meaning specified in the recitals
hereto.

"Initial Advance" has the meaning specified in Section 1.01.

"Initial Closing Date" has the meaning specified in Section 1.01.

"Interest Period" has the meaning set forth in Section 1.03(b).

"Loan Documents" means this Agreement (as it may be amended or
otherwise modified from time to time), the Note, the Mortgages, the Security
Agreements, the Amended Guaranty Agreements, the Intercreditor Agreement, the
Assignment and all other certificates and documents delivered by the Borrower
or its Subsidiaries hereunder.

"Loan Party" means the Borrower and each of the Guarantors.

"Louisiana Collateral Documents" has the meaning set forth in the
recitals hereto.

"Mortgages" means the Borrower Mortgages and the Amended Cal-Maine
Mortgage.

"Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of
the preceding three plan years made or accrued an obligation to make
contributions.

"Net Worth" means the excess of consolidated total assets over
consolidated total liabilities of the Borrower and its Subsidiaries.

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26
"New Mortgages" means the Mortgage, Deed of Trust, Future Advance Deed
of Trust, Security Agreement, Assignment of Rents and Financing Statement in
substantially the form of Exhibit D, one each to be filed in the states where
the New Properties are located and all amendments, supplements and other
modifications thereof.

"New Properties" has the meaning specified in the recitals hereto.

"Note" has the meaning set forth in Section 1.05.

"Obligations" means all obligations of the Borrower now or hereafter
existing under this Agreement, the Note and any other Loan Documents to which
Borrower is a party whether for principal, interest, fees, expenses or
otherwise.

"Permitted Encumbrances" means the encumbrances against the Encumbered
Properties permitted by the mortgages.

"Plan" means an employee benefit plan, other than a Multiemployer
Plan, maintained for employees of the Borrower or any ERISA Affiliate and
subject to Title IV of ERISA.

"Pledge Agreement" has the meaning set forth in the recitals hereto.

"Prepayment Amount" has the meaning set forth in section 2.02(a).

"Previous Revolving Credit Agreement" has the meaning specified in the
recitals hereto.

"Previous Term Loan Agreement" has the meaning specified in the
recitals hereto.

"Process Agent" means CT Corporation System which pursuant to the Loan
Documents, the Revolving Loan Documents and the Reimbursement Agreement has
been appointed as the agent of the Borrower and the Guarantors, respectively,
for the receipt of service of process pursuant to the Loan Documents and the
Revolving Loan Documents.

"Prohibited Transaction" means any transaction set forth in Section
406 of ERISA or Section 4975 of the Code.

"Properties" has the meaning specified in the recitals hereto.

"Reportable Event" means any of the events set forth in Section 4043
of ERISA.

"Revolving Credit Agreement" has the meaning specified in the recitals
hereto.

"Revolving Loan Documents" means the Revolving Credit Agreement and
all documents, instruments, and agreements executed and delivered in connection
therewith, including without limitation, the Security Agreements, the Amended
Guaranty Agreements and the Mortgages.

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27
"Reimbursement Agreement" has the meaning specified in the recitals
hereto.

"Security Agreements" means the Amended Borrower Security Agreement,
the Amended Cal-Maine Security Agreement, the Louisiana Collateral Documents
and the Amended Egg Products Security Agreement.

"Subsidiary" means any corporation, including but not limited to the
Guarantors, of which more than 50% of the outstanding capital stock having
ordinary voting power to elect a majority of the Board of Directors of such
corporation (irrespective of whether or not at the time capital stock of any
other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency) is at the time directly or indirectly
owned by the Borrower, by the Borrower and one or more other Subsidiaries, or
by one or more other Subsidiaries.

"Term Federal Funds Rate" for any Interest Period means an interest
rate per annum equal at all times during such Interest Period to the rate of
interest per annum at which the Bank, as a branch of a foreign bank, in its
sole discretion, can acquire federal funds in the interbank term federal funds
market in New York City through brokers of recognized standing on the first day
of the Interest Period for a period equal to such Interest Period and in the
amount of the Advance.

Section 7.2. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistently applied except as otherwise stated
herein, and all financial data submitted pursuant to this Agreement shall be
prepared in accordance with such principles.

ARTICLE VIII.
MISCELLANEOUS

Section 8.1. Amendments, etc. No amendment or waiver of
any provision of this Agreement or the other Loan Documents, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Bank and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

Section 8.2. Notices, etc. All notices and other
communications provided for hereunder shall be in writing (including
telegraphic communication) and mailed or telegraphed or delivered, if to the
Borrower, at its address at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇; Attention: ▇▇▇▇ ▇▇▇▇▇, Jr., Chief Executive Officer, with a copy to
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President at the same address; and if to the Bank, at its
address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; Attention: Corporate
Services, with a copy to One Galleria Tower, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇; or, as to each party, at such
other address as shall be designated by such party in a written notice to the
other party. All such notices and communications shall, when mailed or
telegraphed, be effective when deposited in the mails or delivered to the
telegraph company, respectively, addressed as aforesaid, except that notices to
the Bank

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pursuant to the provisions of Articles I and II shall not be effective until
received by the Bank.

Section 8.3. No Waiver; Remedies. No failure on the part
of the Bank to exercise, and no delay in exercising, any right under any Loan
Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any right under any Loan Document preclude any other or further
exercise thereof or the exercise of any other right. The remedies provided in
the Loan Documents are cumulative and not exclusive of any remedies provided by
law.

Section 8.4. Costs, Expenses and Taxes.

(a) The Borrower agrees to pay on demand all
costs, expenses and taxes in connection with the preparation,
execution, delivery, filing, recording and administration of the Loan
Documents and the other documents to be delivered under the Loan
Documents, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Bank, and local counsel who
may be retained by said counsel, with respect thereto and with respect
to advising the Bank as to its rights and responsibilities under the
Loan Documents, and all losses, costs and expenses (including counsel
fees and expenses) in connection with the enforcement of the Loan
Documents and the other documents to be delivered under the Loan
Documents, including, without limitation, losses, costs and expenses
sustained as a result of a default by the Borrower in the performance
of its obligations contained in any of the Loan Documents or the other
documents or instruments delivered under the Loan Documents. In
addition, the Borrower shall pay all costs and expenses in connection
with appraisals, audits and search reports, all insurance costs and
any and all stamp and other taxes and fees payable or determined to be
payable in connection with the execution, delivery, filing and
recording of the Loan Documents and the other documents to be
delivered under the Loan Documents, and agrees to save the Bank
harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes and
fees.

(b) If, as a result of a payment made by the
Borrower due to acceleration of the maturity of the Advance and the
Note pursuant to Section 6.01, or any payment or mandatory or
voluntary prepayment or due to any other reason, the Bank receives
payment of any principal amount of the Advance on a day other than the
last day of the Interest Period, or if the Interest Period existing
under the Previous Term Loan Agreement is terminated hereunder prior
to the end of such Interest Period, the Borrower shall pay to the Bank
on demand that amount, if any, required to compensate the Bank for
additional losses, costs or expenses which it may accrue as a result
of such payment or termination (as determined in good faith in the
sole discretion of the Bank), including, without limitation, an amount
equal to the losses, if any, on the reinvestment of the amounts
prepaid, which for purposes of this Agreement shall be deemed equal to
the difference between the interest rate in effect hereunder on the
amounts prepaid as of the date of such prepayment and the interest
rate at which the Bank reinvests such amounts, multiplied by such
amounts

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29
prepaid and a fraction, the numerator of which is the number of days
(including the first day but excluding the last day) from the date of
prepayment through the last day of the applicable Interest Period and
the denominator of which is 360.

(c) All Costs and Expenses incurred and billed up
to and including the Closing Date (as set forth in a schedule
delivered to the Borrower) shall be paid for by the Borrower on the
Closing Date by deducting the amount of such Costs and Expenses from
the proceeds of the Additional Advance made pursuant to Section
1.02(a) hereof. The Borrower further agrees to pay to the Bank all
Costs and Expenses that may be incurred and billed after the date of
this Agreement on demand by the Bank.

(d) The Borrower's obligations under this Section
and the Borrower's and Cal-Maine Farms, Inc.'s obligations under
Section 3.03 of the Mortgages shall not be affected by the absence or
unavailability of insurance covering the same or by the failure or
refusal by any insurance carrier to perform any obligation on its part
under any such policy of insurance.

If any claim, action or proceeding is made or brought under the Mortgages or
the Bank, the Borrower shall resist or defend, or cause either Guarantor to
resist or defend, against the same, if necessary in the name of the Bank or
Agent, as applicable, by attorneys for the Borrower's or Guarantors', as the
case may be, insurance carrier (if the same is covered by insurance) or
otherwise by attorneys approved by the Bank. Notwithstanding the foregoing,
the Bank or Agent, in its discretion, may engage its own attorneys to resist or
defend, or assist therein, and the Borrower shall pay, or, on demand, shall
reimburse the Bank for the payment of, the fees and disbursements of said
attorneys.

Section 8.5. Limitation and Adjustment of Interest. No
provision of this Agreement or the Note shall require the payment or permit the
collection of interest in excess of the maximum rate permitted by applicable
law:

(a) If the amount of interest computed without
giving effect to this Section 8.05 and payable on any interest payment
date in respect of the preceding interest computation period would
exceed the amount of interest computed in respect to such period at
the maximum rate of interest from time to time permitted (after taking
into account all consideration which constitutes interest) by laws
applicable to the Bank (such maximum rate being the "Maximum
Permissible Rate"), the amount of interest payable to the Bank on such
date in respect of such period shall be computed at the Maximum
Permissible Rate.

(b) If at any time and from time to time (i) the
amount of interest payable to the Bank on any interest payment date
shall be computed at the Maximum Permissible Rate pursuant to the
preceding Section 8.05(a) and (ii) in respect of any subsequent
interest computation period the amount of interest otherwise payable
to the Bank would be less than the amount of interest payable to the
Bank computed at the Maximum Permissible Rate, then the amount of
interest payable, to the Bank in respect of such subsequent interest
computation period shall continue to be

-26-
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computed at the Maximum Permissible Rate until the amount of interest
payable to the Bank shall equal the total amount of interest which
would have been payable to the Bank if the total amount of interest
had been computed without giving effect to the preceding Section
8.05(a).

Section 8.6. Right of Set-off. Upon the occurrence and
during the continuance of any Event of Default, the Bank is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by the Bank to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under any Loan
Document, irrespective of whether or not the Bank shall have made any demand
under such Loan Document and although such deposits, indebtedness or
obligations may be unmatured or contingent. The Bank agrees promptly to notify
the Borrower after any such set-off and application, provided that the failure
to give such notice shall not affect the validity of such set-off and
application. The rights of the Bank under this Section 8.06 are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) which the Bank may have.

Section 8.7. Severability of Provisions. Any provision
of this Agreement or of any other Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

Section 8.8. Binding Effect; Governing Law. This
Agreement shall be binding upon and inure to the benefit of the Borrower and
the Bank and their respective successors and assigns, except that the Borrower
shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Bank. This Agreement and the Note
shall be governed by, and construed in accordance with, the laws of the State
of New York.

Section 8.9. Consent to Jurisdiction; Process Agent.

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31
delivering a copy of such process to the Borrower in care of the
Process Agent at the Process Agent's above address and the Borrower
hereby irrevocably directs the Process Agent to accept such service on
its behalf. As an alternative method of service, the Borrower also
irrevocably consents to the service of any and all process in any such
action or proceeding by any other method permitted by applicable law.
The Borrower agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided
by law.

(b) Nothing in this Section shall affect the
right of the Bank to serve legal process in any other manner permitted
by law or affect its right to bring any action or proceeding against
the Borrower or its property in any other court.

Section 8.10. Security. The obligations of the Borrower
under this Agreement are guaranteed by the Amended Guaranty Agreements and
secured by the Security Agreements and the Mortgages.

Section 8.11. Entire Agreement; Amendment and Restatement.
This Agreement amends and restates in its entirety the Previous Term Loan
Agreement. This Agreement and the other Loan Documents referred to herein
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 hereof and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

BORROWER:

CAL-MAINE FOODS, INC.

By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------

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32
BANK:

COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK, B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH

By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------

-29-
33

*******************************************************************************

Amended and Restated
Revolving Credit Agreement

among

Cal-Maine Foods, Inc.,

Borrower

and

Barclays Bank PLC (New York)

and

Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,

as Banks

29 May 1990

*******************************************************************************
34
TABLE OF CONTENTS

ARTICLE I - AMOUNTS AND TERMS OF THE ADVANCES . . . . . . . . . . . . . . . . . . . . . . . . . 3

SECTION 1.01. The Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.02. Making the Advances . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.03. Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.04. Reduction of Commitment . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.05. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.06. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1.07. Evidence of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1.08. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE II - TERMS OF PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SECTION 2.01. Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.02. Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.03. Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE III - CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 3.01. Conditions Precedent to the Initial Advance . . . . . . . . . . . . . . 8
SECTION 3.02. Conditions Precedent to All Advances . . . . . . . . . . . . . . . . . 10

ARTICLE IV - REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 4.01. Representations and Warranties of the Borrower . . . . . . . . . . . . 11

ARTICLE V - COVENANTS OF THE BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 5.01. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.02. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VI - EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.02. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VII - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 7.01. Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.02. Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE VIII - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

i
35

SECTION 8.01. Amendments, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 8.02. Notices, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 8.03. No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 8.04. Costs, Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 8.05. Right of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 8.06. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 8.07. Binding Effect; Governing Law . . . . . . . . . . . . . . . . . . . . . 25
SECTION 8.08. Consent to Jurisdiction; Process Agent . . . . . . . . . . . . . . . . . 26
SECTION 8.09. Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 8.10. Entire Agreement; Amendment and Restatement . . . . . . . . . . . . . . 26

INDEX TO EXHIBITS

Exhibit Description of Exhibit Section
------- ---------------------- -------

A Form of Promissory Note . . . . . . . . . . . . . . . . . . . . . . . . . . 1.07
B Form ofAmended Guaranty Agreement . . . . . . . . . . . . . . . . . . . . . 3.01(c)
C Form ofAmended Borrower Security Agreement . . . . . . . . . . . . . . . . . 3.01(b)
D Form of Amended Cal-Maine Security Agreement . . . . . . . . . . . . . . . . 3.01(b)
E Form of Egg Products Security Agreement . . . . . . . . . . . . . . . . . . 3.01(b)
F Borrowing Base Certificate . . . . . . . . . . . . . . . . . . . . . . . . . 5.01(k)

ii
36
AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

Dated as of May 29, 1990

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (the "Agreement")
is among CAL-MAINE FOODS, INC., a Delaware corporation (the "Borrower"),
BARCLAYS BANK PLC (NEW YORK) ("Barclays") and COOPERATIEVE CENTRALE RAIFFEISEN
BOERENLEENBANK B.A., "Rabobank Nederland" ("Rabobank" and, together with
Barclays, hereinafter referred to individually as a "Bank" and collectively as
the "Banks").

R E C I T A L S:

A. Borrower and Rabobank have entered into a Revolving Credit
Agreement dated as of October 18, 1984, as amended by that certain Amendment
dated as of September 29, 1985, that certain Amendment dated as of March 31,
1987, that certain Third Amendment to Revolving Credit Agreement dated as of
December 31, 1987, that certain Amendment dated as of May 31, 1988, that
certain Amendment and waiver dated as of September 30, 1988, that certain
Amendment dated December 31, 1988, that certain Amendment dated as of June 2,
1989 and that certain Amendment dated as of June 30, 1989, Letter Amendment
dated May 9, 1990 (the Revolving Credit Agreement, as the same has previously
been amended, is hereinafter referred to as the "Previous Revolving Credit
Agreement").

B. Pursuant to the Previous Revolving Credit Agreement, Rabobank
made a revolving credit loan (the "Existing Loan") to Borrower with advances
thereunder not exceeding an aggregate principal amount of Twenty-Five Million
Dollars ($25,000,000) at any time outstanding. Advances are outstanding under
the Existing Loan on the date hereof (the "Existing Advances").

C. Borrower has requested that Rabobank renew and extend the
Existing Loan such that the aggregate advances outstanding to Borrower from
Rabobank do not exceed an aggregate principal amount of Twenty Million Dollars
($20,000,000) outstanding at any time, and Borrower has requested that Barclays
make a revolving credit loan to Borrower (the "New Barclays Loan") with
advances thereunder not to exceed an aggregate principal amount of Ten Million
Dollars ($10,000,000) outstanding at any time.

D. Borrower and Rabobank have entered into that certain Amended
and Restated Term Loan Agreement dated as of the date hereof (as the same may
be amended, the "Term Loan Agreement") which amended and restated in its
entirety that certain Term Loan Agreement dated as of May 15, 1986, between
Borrower and Rabobank (as the same had previously been amended, herein referred
to as the "Previous Term Loan Agreement").

E . Borrower and Rabobank have entered into that certain Fourth
Amendment to Reimbursement and Credit Agreement (herein the "Fourth Amendment
to Reimbursement Agreement") dated as of the date hereof which amended that
certain Reimbursement and
37
Credit Agreement dated as of December 1, 1987, (as amended by the Amendment
dated as of May 31, 1988, the Amendment dated as of December 31, 1988, the
Amendment dated as of June 2, 1989 and the Fourth Amendment to Reimbursement
Agreement and as the same may hereafter be amended, herein referred to as the
"Reimbursement Agreement".

F. To secure certain of the obligations and indebtedness of
Borrower to Rabobank under the Previous Revolving Credit Agreement, the
Previous Term Loan Agreement, the Reimbursement Agreement and the other
documents executed in connection therewith, Borrower, Cal-Maine Farms, Inc.,
and Cal-Maine Egg Products, Inc. executed certain security agreements and
mortgages (as amended but excluding the collateral documents executed in
connection with the Reimbursement Agreement, such security agreements and
mortgages herein called, the "Existing Collateral Documents").

G. To induce Rabobank to continue to extend credit to the
Borrower, the Borrower has agreed to grant to Rabobank security interests and
liens in the real properties described on Schedule 1 to the Term Loan Agreement
and the personal property relating thereto (the "New Properties").

H. To induce Barclays to make the New Barclays Loan, Borrower,
Cal-Maine Farms, Inc., and Cal-Maine Egg Products, Inc. have agreed to grant
security interests and liens to Barclays in the New Properties, to the extent
applicable, and in the properties covered by the Existing Collateral Documents
(herein the "Existing Properties" and together with the New Properties herein
referred to as the "Properties").

I. Rabobank and Barclays have entered into that certain
Intercreditor Agreement dated the date hereof (as the same may be amended, the
"Intercreditor Agreement") pursuant to which Rabobank and Barclays set forth
therein their respective rights and priorities in and with respect to the
Properties and appointed Rabobank as agent for itself and Barclays (in such
capacity herein referred to as the "Agent") to act as agent with respect to the
Properties as therein provided.

J. To facilitate the collateral arrangements contemplated by this
Agreement, the Term Loan Agreement, the Reimbursement Agreement and the
Intercreditor Agreement, Rabobank has assigned 'all of its right, title, and
interest in and to the-Existing Collateral Documents to the Agent pursuant to
that certain Assignment Agreement dated the date hereof (as the same may be
amended, herein the "Assignment"); provided that with respect to that certain
Collateral Pledged Agreement dated October 17, 1984 executed by Borrower,
Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc. for the benefit of
Rabobank which is an existing Collateral Document, Rabobank, Borrower,
Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc. only amended the terms
thereof to provide that both Rabobank and Barclays shall be pledgees thereunder
pursuant to that certain Amendment to Collateral Pledge Agreement and
Assignment of Interest dated the date hereof (such Collateral Pledge Agreement,
as amended, herein the "Pledge Agreement" and together with the Collateral
Chattel Mortgage Note pledged pursuant thereto and the Act of Collateral
Chattel Mortgage on Inventory dated October 17, 1984 executed by Borrower,
Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc. in connection therewith,
herein collectively referred to as the "Louisiana Collateral Documents").

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38
K. Borrower and the Banks now desire to amend the Previous
Revolving Credit Agreement in its entirety as herein set forth to provide for
the New Barclays Loan and the modification of the Existing Loan, provide for
the grant of the security interests and liens in the New Properties and to
reflect the assignment and amendment of the Existing Collateral Documents to
the Agent.

ARTICLE I

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 1.01. The Advances. Each Bank severally agrees, on the terms
and conditions hereinafter set forth, to make advances (such advances,
collectively with the Existing Advances herein the "Advances") to the Borrower
from time to time during the Period from the date hereof to and including the
Termination Date (this and certain other capitalized terms are defined in
Section 8.01), provided that (a) at any time the aggregate outstanding amount
of the Advances shall not exceed the lesser of (i) the Revolving Credit
Commitments, as such amount may be reduced pursuant to Section 1.04, or (ii)
the Borrowing Base, (b) any time the aggregate outstanding amount of a Bank's
Advances shall not exceed its Revolving Credit Commitment and (c) at all times
the aggregate outstanding amount of the Advances made by a Bank shall never be
less than an amount equal to the sum of its Pro Rata Part (determined based on
the Revolving Credit Commitments) of the then aggregate outstanding amount of
all Advances minus up to $500,000.00. Each Advance shall be in an amount not
less %than $250,000.00. Each Bank, subject to the other terms hereof, shall
have an obligation to make only the Advances requested from such Bank by
Borrower, whether or not the other Bank makes its Advances to Borrower. Within
the limits of the Revolving Credit Commitments, the Borrower may borrow, prepay
pursuant to Section 2.02 and reborrow under this Section 1.01.

SECTION 1.02. Making the Advances. Each Advance shall be made on
notice from the Borrower to the Bank from which an Advance is requested (a copy
of which notice shall be given by the Borrower to each Guarantor) specifying
the date (which shall be a Business Day) and amount thereof and selecting the
Interest Period therefor pursuant to Section 1.05(b). Borrower may request an
Advance from either Barclays or Rabobank or may request Advances from both
Banks subject to the terms of Subsection 1.01(b). Such notice shall be given
not later than 11:00 a.m. (New York City time) on the date of the requested
Advance. Not later than 2:00 P.M. (New York City time) on the date of such
Advance and upon fulfillment of the applicable conditions set forth in Article
III, the Bank from which an Advance is requested will make such Advance
available to the Borrower in same day funds at such Bank's address referred to
in Section 8.02.

SECTION 1.03. Commitment Fee. The Borrower agrees to pay to each Bank
its Pro Rata Part of a commitment fee on the average daily unused portion of
the Revolving Credit Commitments from the date hereof until the Termination
Date at the rate of 1/4 of 1% per annum. payable quarterly on the last day of
each calendar quarter during the term of the Commitment, commencing June 30,
1990, and ending on the Termination Date.

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39
SECTION 1.04. Reduction of Commitment. The Borrower shall have the
right, upon at least five Business Days notice to either Bank, to terminate in
whole or reduce in part the unused portion of such Bank's Revolving Credit
Commitment, provided that each partial reduction shall be in the amount of
$500,000 or an integral multiple thereof and provided further that Borrower
shall simultaneously prepay the amount by which the unpaid principal amount of
the Advances from such Bank exceeds such Bank's Revolving Credit Commitment
(after giving effect to such notice) plus accrued and unpaid interest on the
principal amount so prepaid together with all other amounts due pursuant to
Section 8.04(b) as a result of such prepayment.

SECTION 1.05. Interest.

(a) Interest Rate. The Borrower shall pay interest on
the unpaid- principal amount of each Advance during each Interest
Period for such Advance, payable quarterly on the last day of each
calendar quarter and on the last day of such Interest Period at an
interest rate equal to 1.5% per annum above the Term Federal Funds
Rate with respect to Advances made by Rabobank and at an interest rate
equal to 1.5% per annum. above the Cost of Funds Rate with respect to
Advances made by Barclays, for the applicable Interest Period;
provided that such rate shall in no event be higher than the maximum
interest rate permitted by law; and provided further that any amount
of principal which is not paid when due (whether at stated maturity,
by acceleration or otherwise) sh - all bear interest, from the date on
which such amount is due until such amount is paid in full, at the
Default Rate. No provision of this Agreement or the Notes shall
require the payment or permit the collection of interest in excess of
the maximum rate permitted by applicable law:

(i) If the amount of interest computed without
giving effect to this provision of Section 1.05(a) and payable
on any interest payment date in respect of the preceding
interest computation period would exceed the amount of
interest computed in respect of such period at the maximum
rate of interest from time to time permitted (after taking
into account all consideration which constitutes interest) by
laws applicable to a Bank (such maximum rate being the
"Maximum Permissible Rate"), the amount of interest payable to
such Bank on such date in respect of such period shall be
computed at the Maximum Permissible Rate.

(ii) If at any time and from time to time (A) the
amount of interest payable to a Bank on any interest payment
date shall be computed at the Maximum Permissible Rate
pursuant to the preceding clause (ii) and (B) in respect of
any subsequent interest computation period the amount of
interest otherwise payable to such Bank would be less than the
amount of interest payable to such Bank computed at the
Maximum Permissible Rate, then the amount of interest payable
to such Bank in respect of such subsequent interest
computation period shall continue to be computed at the
Maximum Permissible Rate until the amount of interest which
would have been payable to such Bank if the total amount of
interest had been computed without giving effect to this
provision of Section 1.01(a).

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40
(b) Interest Period. The period between the date of each
Advance and the date of payment in full of such Advance shall be
divided into successive periods, each such period being an Interest
Period for such Advance. The Interest Periods in effect for the
Existing Advances under the Previous Revolving Credit Agreement shall
continue in effect hereunder until the end thereof as determined
pursuant to the Previous Revolving Credit Agreement and the subsequent
Interest Period or Periods hereunder with respect thereto shall being
on the last day of the Interest Period or Periods existing under the
Previous Revolving Credit Agreement. The initial Interest Period for
each Advance (other than the Existing Advances) shall begin on the day
of such Advance and each subsequent Interest Period for such Advance
shall begin on the last day of the immediately preceding Interest
Period for such Advance. Each Interest Period for each Advance made
by Rabobank shall end on the corresponding day in the first, second or
third week thereafter or the numerically corresponding day in the
first, third, sixth, ninth or twelfth calendar month thereafter (as
Borrower may select as provided in Section 1.02 hereof or on such
other day as Borrower may request if Rabobank can (in its sole
discretion) make such an Interest Period available to the Borrower and
each Interest Period for each Advance made by Barclays shall end on
the corresponding day in the first, second or third week thereafter or
on the numerically corresponding day in the first, third or sixth
calendar month thereafter (as Borrower may select as provided in
Section 1.02 hereof) or on such other day as Borrower may request if
Barclays can (in its sole discretion) make such an Interest Period
available to the Borrower, except that each Interest Period measured
in months which commences on the last Business Day of a calendar month
(or on any day for which there is no numerically corresponding day in
the appropriate subsequent calendar month) shall end on the last
Business Day of the appropriate subsequent calendar month and no
Interest Period for any Advance made by Barclays shall extend beyond
the date one hundred eighty days from the date such Interest Period
commenced. Notwithstanding the foregoing: M any Interest Period which
would otherwise extend beyond the date which is three (3) months after
the Termination Date (the "Repayment Date") shall end on the Repayment
Date; and (ii) if the Borrower fails to select the duration of any
Interest Period, the duration of such Interest Period shall be three
months.

(c) Contingent Interest. The Borrower hereby agrees to
pay to Rabobank as contingent interest (the "Contingent Interest"),
payable in one or more payments at Rabobank's option, as of the last
day of each of the Borrower's Fiscal Years 1992, 1993 and 1994 and
upon receipt of the audited financial statements of the Borrower for
such year, an amount equal to 3% of the aggregate audited consolidated
pre-tax earnings of the Borrower and its Subsidiaries during the
Borrower's Fiscal Years 1990 through 1994, provided, however, that, if
on the date of any payment of Contingent Interest hereunder, the
consolidated, pre-tax earnings for the most recently ended Fiscal Year
is less than 200% of the payment of Contingent Interest to be made on
such date then such Contingent Interest shall be payable on such date
only to the extent it is equal to 50% of pre-tax earnings for the most
recently ended Fiscal Year and the remaining amount of Contingent
Interest shall be payable at the end of each fiscal quarter
thereafter, subject, in the case of the payment of Contingent Interest
on the end of each such subsequent fiscal quarter, to such

5
41
payment equaling 50% of pre-tax earnings for such then ended fiscal
quarter and, provided further, however, that, notwithstanding the
immediately preceding proviso, the Borrower shall pay to Rabobank a
minimum of $100,000 of Contingent Interest by Fiscal Year-end 1994 and
the Borrower shall pay to Rabobank in the aggregate a maximum of
Contingent Interest hereunder of $500,000. Notwithstanding any other
provision in this Section 1.05(c), the Borrower further agrees that
upon (i) a termination of the Revolving Credit Commitment of Rabobank
pursuant to Section 1.04 or (ii) an acceleration of all amounts
outstanding hereunder pursuant to Section 6.02, the Borrower shall owe
to Rabobank as of the date of such event as Contingent Interest an
amount equal to the greater of (x) $100,000 and (y) 3% of the audited
consolidated pre-tax earnings of the Borrower and its Subsidiaries
during Fiscal Years 1990 through 1994 having then ended, up to a
maximum of $500,000.

SECTION 1.06. Increased Costs. If, on or after the date hereof, the
introduction of or any change in or in the interpretation of any law or
regulation or the compliance by either Bank with any guideline or request from
any central bank or other governmental authority (whether or not having the
force of law), shall impose, modify or deem applicable any reserve, special
deposit or similar requirement against all or any assets held by, deposits or
accounts with, or credit extended by or to, such Bank or impose on either Bank
any other condition affecting the Advances, the Notes or such Bank's obligation
to make Advances, or subject such Bank to, or cause the termination or
reduction of a previously granted exemption with respect to, any tax, levy,
impost, deduction, charge or withholding with respect to the Advances, the
Notes or such Bank's obligation to make Advances or change the basis of
taxation of payment to such Bank of the principal of or interest on the
Advances or any other amounts under this Agreement (except for a change in the
rate of tax on the overall net income of such Bank imposed by the jurisdiction
in which either such Bank's principal executive office or the lending office is
located), and the result of any of the foregoing events is to increase the cost
to either Bank of agreeing to make or making, funding, or maintaining the
Advances, or to reduce the amount of any sums received or receivable by either
Bank under this Agreement or the Notes, then, the Borrower shall from time to
time, upon demand by the applicable Bank, pay such additional amounts as will
compensate such Bank for such increased cost or reduced amount. A certificate
of such Bank, submitted to the Borrower, setting forth the amounts of such
increased cost or reduced amount and the additional amounts to be paid to such
Bank under this Section shall be conclusive. After such Bank notifies the
Borrower of any increased cost pursuant to this Section 1.06, the Borrower may
upon at least five Business Days' written notice to such Bank prepay in full or
in part any Advance then outstanding and affected by such increased costs,
provided the Borrower shall comply with the prepayment provisions of Section
2.02(b) and reimburse such Bank for all such increased costs incurred by such
Bank and pay to such Bank all amounts due pursuant to 8.04(b).

SECTION 1.07. Evidence of Debt. The indebtedness of the Borrower to
each Bank resulting from all Advances made from time to time by such Bank-and
interest thereon shall be evidenced by a promissory note of the Borrower, in
substantially the form of Exhibit A hereto (each a "Note" and collectively the
"Notes"), payable to the order of such Bank, in the principal amount of such
Bank's Revolving Credit Commitment delivered to such Bank pursuant to Article
III.

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42
SECTION 1.08. Use of Proceeds. The proceeds of the Advances made by
Barclays will be used solely for the purposes of financing the egg and egg
product processing operations of the Borrower and its Subsidiaries. The
proceeds of the Advances made by Rabobank will be used solely for the purposes
of (a) financing the egg and egg product processing operations of the Borrower
and its Subsidiaries, W partially financing the acquisition of certain real and
personal property from Sunny Fresh Foods, Inc., and (c) partially financing the
repurchase by Borrower of certain preferred stock issued by Borrower to Sunny
Fresh Foods, Inc. Any Advances received by the Borrower when the aggregate
amount of the then outstanding Advances exceeds the Parent Borrowing Base shall
be utilized so that each Guarantor shall directly benefit from the amount of
such excess Advances by an amount reasonably equivalent to the Borrowing Base
valuation of such Guarantor's Collateral.

ARTICLE II

TERMS OF PAYMENTS

SECTION 2.01. Repayment. The Borrower shall repay the aggregate
unpaid principal amount of all Advances in accordance with the terms of the
Notes and this Agreement.

SECTION 2.02. Prepayments.

(a) Mandatory. If at any time the aggregate principal
amount of Advances at such time outstanding shall exceed the Borrowing
Base at such time, the Borrower shall immediately prepay the Advances
in an aggregate amount equal to the difference between such
outstanding amount and the Borrowing Base at such time as follows: M
to Rabobank an amount equal to Rabobank's Pro Rata Part of the amount
by which the outstanding principal amount of the Advances exceeds the
Borrowing Base, and (ii) to. Barclays an amount equal to Barclays'
Pro Rata Part of the amount by which the outstanding principal amount
of the Advances exceeds the Borrowing Base. If at any time the
aggregate principal amount of Advances made by a Bank shall be less
than an amount equal to the sum of its Pro Rata Part (determined based
on the Revolving Credit Commitments) of the then aggregate outstanding
amount of all Advances minus up to $500,000.00, the Borrower shall
immediately request an Advance from such Bank or prepay to the other
Bank, Advances made by such Bank, in an aggregate amount such that
after the Advance or prepayment, as applicable, the aggregate
principal amount of Advances made by the Bank in question shall be an
amount equal to an amount that is not less than the sum of its Pro
Rata Part (determined based on the Revolving Credit commitments) of
the then aggregate outstanding amount of all Advances minus
$500,000.00. The prepayments required under this Section 2.02(a) shall
be made without duplication. Upon any prepayment under this Section
2.02(a), the Borrower shall pay to each Bank all amounts due pursuant
to Section 8.04(b) as a result of such prepayment.

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43
(b) Optional. The Borrower may, upon at least one
Business Day notice to either Bank, prepay any Advance from such Bank
on the last day of any Interest Period for such Advance in whole or in
part with M accrued interest to the date of such prepayment on the
amount so prepaid and (ii) all amounts due pursuant to Section 8.04(b)
as a result of such prepayment, provided, that each such prepayment
shall be in a principal amount not less than $500,000.

SECTION 2.03. Payments and Computations.

(a) The Borrower shall make each payment of principal,
interest and other amounts due hereunder and under the Notes not later
than 12:00 noon (New York City time) on the day when due in lawful
money of the United States of America by depositing such amount in
same day funds M with respect to amounts payable to Rabobank, at the
office of Rabobank at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and
(ii) with respect to amounts payable to Barclays, at the office of
Barclays at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

(b) All computations of interest and commitment fees
hereunder and under the Notes shall be made by the Banks on the basis
of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the
period for which such interest or fees is payable. Each determination
by the Banks of an interest rate hereunder shall be conclusive and
binding for all purposes.

(c) Whenever any payment to be made hereunder or under
the Notes shall be stated to be due, or whenever the last day of any
Interest Period would otherwise occur, on a day other than a Business
Day, such payment shall be made, and the last day of such Interest
Period shall occur, on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of
payment of interest and commitment fees, as the case may be.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.01. Conditions Precedent to the Initial Advance. The
obligation of Barclays to make its initial Advance hereunder and the obligation
of Rabobank to make its initial Advance hereunder (excluding the Existing
Advances) are subject to the condition precedent that the conditions precedent
set forth in Section 3.01 of the Term Loan Agreement shall have been satisfied
and that the Banks shall have received on or before the date of such initial
Advance the following, each dated such day, in form and substance satisfactory
to the Banks:

(a) The Notes.

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44
(b) The Amended Borrower Security Agreement, duly
executed by the Borrower, the Amended Cal-Maine Security Agreement,
duly executed by Cal-Maine Farms, Inc. and the Amended Egg Products
Security Agreement, duly executed by Cal-Maine Egg Products, Inc.,
together with:

(i) acknowledgment copies of proper Financing
Statements (Form UCC-1, UCC-lF or EFS-1) duly filed under the
Food and Security Act of 1985 and/or the Uniform Commercial
Code of all jurisdictions as may be necessary or, in the
opinion of the Banks, desirable in order to perfect the
security interests created by each of the Security Agreements;

(ii) acknowledgment copies of proper Assignments
of Financing Statements (Form UCC-3) duly filed under the
Uniform Commercial Code of all jurisdictions as may be
necessary, in the opinion of the Banks, in order to assign the
Financing Statements (Form UCC-1) filed in connection with the
Previous Revolving Credit Agreement and Previous Term Loan
Agreement to the Agent;

(iii) certified copies of responses to Requests for
Information or copies (Form UCC-11), or equivalent reports,
listing the Financing Statements referred to in paragraph M
above and all other effective financing statements which name
the Borrower (under its present name and any previous name) or
Cal-Maine Farms, Inc. (Under its present name and any previous
name) or Cal-Maine Egg Products, -Inc. (under its present name
and any previous name) as debtor and which are filed in the
jurisdictions referred to in said paragraph W, together with
copies of such other financing statements (none of which shall
cover the collateral purported to be covered by the Security
Agreements except for those filed in favor of Rabobank in
connection with the Previous Revolving Credit Agreement and
Previous Term Loan Agreement or those as to which the Borrower
shall have delivered instruments satisfactory to Banks which
when filed by the Banks will result in the termination of said
financing statements);

(iv) evidence of the completion of all recordings
and filings of the Borrower, Cal-Maine Farms, Inc. and
Cal-Maine Egg Products, Inc. as may be necessary or, in the
opinion of the Banks, desirable to perfect the security
interest and liens created by the Security Agreements;

(v) evidence of the insurance required by the
terms of the Security Agreements; and

(vi) evidence that all other actions necessary, in
the opinion of the Banks, to perfect and protect the security
interests created by each of the Security Agreements have been
taken.

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45
(d) The Amendment to Collateral Pledge Agreement duly
executed by Borrower and the Guarantors.

(e) The Term Loan Agreement, duly executed by the
Borrower.

(f) The Fourth Amendment to Reimbursement Agreement, duly
executed by the Borrower.

(g) The Intercreditor Agreement duly executed by the
Agent, the Banks and acknowledged by the Borrower and Guarantors.

(h) The Assignment duly executed by Rabobank.

(i) Certified copies of (i) resolutions of the Board of
Directors of each Loan Party evidencing approval of each Loan Document
to which it is a party and the matters contemplated thereby, and (ii)
all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to each such Loan
Document.

(j) A certificate of the Secretary or an Assistant
Secretary of each Loan Party certifying the names and true signatures
of the officers of such Loan Party authorized to sign each Loan
Document to which it is a party and the other documents contemplated
hereby or to be delivered by it hereunder. The Banks may conclusively
rely on each such certificate until they shall receive a further
certificate of the Secretary or an Assistant Secretary of the
respective Loan Party canceling, amending or replacing the prior
certificate.

(k) A Borrowing Base Certificate dated the date of the
initial Advance.

(l) A favorable opinion of counsel for the Borrower and
the Guarantors, in form and substance acceptable to the Banks and
addressing such matters as the Banks may reasonably request.

SECTION 3.02. Conditions Precedent to All Advances. The obligation of
each Bank to make each Advance (including the initial Advance) shall be subject
to the further conditions precedent that on the date of such Advance, both
immediately before and immediately after given effect thereto, (a) the
following statements shall be true and the acceptance by the Borrower of the
proceeds of such Advance shall constitute a representation and warranty by each
Loan Party (as to each Loan Document to which it is a party), that:

(i) The representations and warranties contained
in Section 4.01 of this Agreement and contained in each other
Loan Document are correct on and as of the date of such
Advance as though made on and as of such date;

(ii) No event has occurred and is continuing, or
would result from such Advance, which constitutes an Event of
Default or would constitute an

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Event of Default but for the requirement that notice be given
or time elapse or both;

(iii) The aggregate principal amount of Advances
outstanding, after giving effect to such Advance, does not
exceed the Borrowing Base;

(iv) The aggregate principal amount of Advances
outstanding from the Bank requested to make such Advance,
after giving effect to such Advance, does not exceed such
Bank's Revolving Credit Commitment or such Bank's Pro Rata
Part of the Borrowing Base; and

(v) The aggregate outstanding amount of the
Advances made by a Bank is not less than an amount equal to
the sum of its Pro Rata Part of the aggregate outstanding
amount of all Advances minus up to $500,000.00;

and (b) the Bank making such Advance shall have received such other approvals,
opinions or documents as it may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

(a) The Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of Delaware and
is duly qualified as a foreign corporation to do business and is in
good standing in every jurisdiction where the nature of its business
requires it to be so qualified.

(b) The execution, delivery and performance by the
Borrower of each Loan Document to which it is or will be a party are
within the Borrower's corporate powers, have been duly authorized by
all necessary corporate action, do not contravene (i) the Borrower's
charter or bylaws or (ii) any law or any contractual restriction
binding on or affecting the Borrower, and do not result in or require
the creation of any lien, security interest or other charge or
encumbrance (other than pursuant hereto) upon or with respect to any
of its properties.

(c) No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory
body is required for the due execution, delivery and performance by
the Borrower of any Loan Document to which it is or will be a party.

(d) This Agreement is and the Notes and each other Loan
Document to which the Borrower is or will be a party when delivered
hereunder will be, legal, valid

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47
and binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms.

(e) The consolidated balance sheet of the Borrower and
its Subsidiaries as at June 3, 1989, and the related consolidated
statements of income and retained earnings of the Borrower and its
Subsidiaries for the Fiscal Year then ended, certified by Ernst &
Whinney, independent public accountants, and the consolidated balance
sheet of the Borrower and its Subsidiaries as at March 31, 1990, and
the related consolidated statements of finance and retained earnings
of the Borrower and its Subsidiaries for the nine month period then
ended, copies of each of which have been furnished to the Banks,
fairly present the financial condition of the Borrower and its
Subsidiaries as at such date and the results of the operations of the
Borrower and its Subsidiaries for the period ended on the dates
reflected therein, all in accordance with generally accepted
accounting principles consistently applied, and since March 31, 1990,
there has been no material adverse change in such condition or
operations.

(f) The Borrower and each Subsidiary have filed all tax
returns (Federal, State and local) required to be filed and paid all
taxes shown thereon to be due, including interest and penalties, or
provided adequate reserves for payment thereof.

(g) There is no pending or threatened action or
proceeding affecting the Borrower before any court, governmental
agency or arbitrator, which may materially adversely affect the
financial condition or operations of the Borrower or any of its
Subsidiaries.

(h) The Guarantors and Sunbelt Freight, Inc. are the only
Subsidiaries of, and are wholly-owned by, the Borrower.

(i) Following application of the proceeds of each
Advance, not more than 25 percent of the value of the assets (either
of the Borrower only or of the Borrower and its Subsidiaries on a
consolidated basis) subject to the provisions of Sections 5.02(e) or
5.02(f) or subject to any restriction contained in any agreement or
instrument, between the Borrower or any of its Subsidiaries and either
Bank or any affiliate of either Bank relating to Debt and within the
scope of Section 6.01(d) will be margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve
System).

(j) The Fiscal Year for the Borrower and its Subsidiaries
is the 52 or 53 week period, as the case may be, beginning on the date
which is one day after the date of the preceding Fiscal Year end, and
ending on the Saturday closest to May 31.

(k) The market value of the Collateral (as defined in
each of the Security Agreements) located in the State of Louisiana is
approximately $1,500,000. As of the date hereof, neither Borrower nor
either Guarantor maintains any commodity futures margin accounts.

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(1) The present fair salable value of the Assets of the
Borrower and each Subsidiary 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 (1),
"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 of its Subsidiaries intends to, or
believes that it will, incur Debts beyond its ability to pay as they
mature.

(m) Neither the Borrower nor any of its Subsidiaries is
"insolvent" (as defined in 11 U.S.C. Section 101(29)). Neither the
Borrower nor any of its Subsidiaries 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 of its Subsidiaries intends
through the transactions contemplated by the Loan Documents to hinder,
delay, or defraud either present or future creditors.

ARTICLE V

COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants. So long as any amount payable
hereunder or under the Notes shall remain unpaid or either Bank shall have any
Revolving Credit Commitment hereunder, the Borrower will, unless the Banks
shall otherwise consent in writing:

(a) Compliance with Laws, Etc. Comply, and cause each of
its Subsidiaries to comply, in all material respects with all
applicable laws, rules, regulations and orders, such compliance to
include, without limitation, paying before the same become delinquent
all taxes, assessments and governmental charges imposed upon it or
upon any of its property except to the extent contested in good faith.

(b) Payment of Taxes, Etc. Pay and discharge, and cause
each Subsidiary to pay and discharge, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges or
levies imposed upon it or upon its property, and (ii) all lawful
claims which, if unpaid, might by law become a lien upon its property;
provided, however, that neither the Borrower nor any Subsidiary shall
be required to pay or discharge any such tax, assessment, charge or
claim which is being contested in good faith and by proper
proceedings.

(c) Preservation of Corporate Existence, Etc. Preserve
and maintain, and cause each Subsidiary to preserve and maintain, its
corporate existence, rights (charter and statutory) and franchises.

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(d) Keeping of Books. Keep, and cause each Subsidiary to
keep, proper books of record and account, in which full and correct
entries shall be made of all financial transactions and the assets and
business of the Borrower and each Subsidiary in accordance with
generally accepted accounting principles consistently applied.

(e) Visitation Rights. At any reasonable time and from
time to time, permit either Bank or any agents or representatives
thereof, to examine and make copies of and abstracts from the records
and books of account of, and visit the properties of, the Borrower and
any of its Subsidiaries, and to discuss the affairs, finances and
accounts of the Borrower and any of its Subsidiaries with any of their
respective officers or directors.

(f) Maintenance of Properties, Etc. Maintain and
preserve, and cause each Subsidiary to maintain and preserve, all of
its properties which are used or useful in the conduct of its business
in good working order and condition, ordinary wear and tear excepted.

(g) Maintenance of Insurance. Maintain, and cause each
Subsidiary to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such
risks as is usually carried by companies engaged in similar businesses
in the same general areas in which the Borrower or such Subsidiary
operates.

(h) Working Capital. Maintain a ratio of current assets
to current liabilities (excluding current deferred income taxes) of
not less than 1.25 to I and a ratio of consolidated current assets to
consolidated current liabilities (excluding current deferred income
taxes) of the Borrower and its Subsidiaries of not less than 1.25 to
1. Current liabilities and consolidated current liabilities shall
include the current portion of the indebtedness incurred pursuant to
this Agreement, the Reimbursement Agreement and the Term Loan
Agreement.

(i) Tangible Net Worth. Maintain an excess of
consolidated total tangible assets over consolidated total liabilities
of the Borrower and its Subsidiaries in an amount not less than the
amount set forth below for the applicable period set forth below:

(a) from the date hereof through June 2, 1990,
Twenty-Two Million Dollars ($22,000,000); and

(b) from June 3, 1990 and at all times
thereafter, the sum of (i) Twenty-Two Million Dollars
($22,000,000) plus (ii) fifty percent (50%) of the net income
of Borrower and its Subsidiaries for the period from the
beginning of the Fiscal Year existing as of the date of
determination to the date of determination plus (iii) fifty
percent (50%) of the net income of Borrower and its
Subsidiaries for each Fiscal Year ending after June 3, 1990
but only if the Fiscal Year has completely elapsed.

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If net income for a period is negative, no adjustment to the requisite
level of net worth shall be made.

(j) Debt to Equity Ratio. Maintain a ratio of
consolidated total liabilities (excluding deferred income taxes) to
Net Worth of not more than 3.30 to 1 at all times throughout the
Fiscal Year ending June 2, 1990, 3.05 to 1 at all times throughout the
Fiscal Year ending June 1, 1991, and 2.55 to 1 at all times after the
Fiscal Year ending June 1, 1991. Total liabilities shall include the
indebtedness pursuant to this Agreement, the Reimbursement Agreement
and the Term Loan Agreement.

(k) Reporting Requirements. Furnish to each Bank: (i) as
soon as possible and in any event within five days after the
occurrence of each Event of Default or each event which, with the
giving of notice or lapse of time, or both, would constitute an Event
of Default, continuing on the date of such statement, a statement of
the chief financial officer of the Borrower setting forth details of
such Event of Default or event and the action which the Borrower
proposes to take with respect thereto; (ii) as soon as available and
in any event within 30 days after the end of each of the first eleven
calendar months of each Fiscal Year of the Borrower, consolidated and
consolidating balance sheets of the Borrower and its Subsidiaries as
of the end of such month and consolidated statements of income and
retained earnings of the Borrower and its Subsidiaries for the period
commencing at the end of the previous Fiscal Year and ending with the
end of such month, certified by the chief financial officer of the
Borrower; (iii) as soon as available and in any event within 90 days
after the end of each Fiscal Year of the Borrower, a copy of the
annual report for such year for the Borrower and its Subsidiaries,
including therein consolidated and consolidating balance sheets of the
Borrower and its Subsidiaries as of the end of such Fiscal Year and
consolidated and consolidating statements of income and retained
earnings and of source and applications of funds of the Borrower and
its Subsidiaries for such Fiscal Year certified in a manner acceptable
to the Banks by Ernst & Whinney or other independent public
accountants acceptable to the Banks; (iv) promptly after the sending
or filing thereof, copies of all reports which the Borrower sends to
any of its securityholders, and copies of all reports and registration
statements which the Borrower files with the Securities and Exchange
Commission or any national securities exchange; (v) on or before the
last 'Business Day of each calendar month, a Borrowing Base
Certificate dated as of the last day of the next preceding calendar
month; and (vi) such other information respecting the business,
properties, condition or operations, financial or otherwise, of the
Borrower as either Bank may from time to time reasonably request.

SECTION 5.02. Negative Covenants. So long as any amount payable
hereunder or under the Notes shall remain unpaid or either Bank shall have any
Revolving Credit Commitment hereunder, the Borrower will not, without the
written consent of the Banks:

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by reason of endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business
and except for that certain guaranty agreement executed by Borrower
for the benefit of Barclays Bank PLC guaranteeing the obligations of
American Egg Products, provided the liability thereunder does not
exceed $418,950.00 in the aggregate.

(b) Dividends, Etc. Except for the purchase of up to a
maximum of two percent (2%) of the Borrower's outstanding common
shares in any Fiscal Year at an aggregate purchase price in such year
not exceeding the lesser of M the book value of such shares or (ii)
$500,000.00, 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.

(d) Maintenance of Ownership of Subsidiaries. Sell or
otherwise dispose of any shares of capital stock of any Subsidiary or
permit any Subsidiary to issue, sell or otherwise dispose of any
shares of its capital stock or the capital stock of any other
Subsidiary, except to the Borrower or another Subsidiary.

(e) Mergers, Etc. Merge with or into or consolidate with
or into, or convey, transfer, lease or otherwise dispose of (whether
in one transaction or in a series of transactions) all or
substantially all of its assets %whether now owned or hereafter
acquired) to, or acquire all or substantially all of the assets of,
any person, or permit any Subsidiary to do so, except that any
Subsidiary may merge or consolidate with or transfer assets to or
acquire assets from any other Subsidiary and except that any
Subsidiary may merge into or transfer assets to the Borrower provided
in each case that, immediately after giving effect thereto, no event
shall occur and be continuing which constitutes an Event of Default or
which with the giving of notice or lapse of time or both would
constitute an Event of Default.

(f) Sales, Etc. of Assets. Sell, lease, transfer or
otherwise dispose of, or permit any Subsidiary to sell, lease,
transfer or otherwise dispose of, any substantial part of its assets,
including (without limitation) substantially all assets constituting
the business of a division, branch or other unit operation, except in
the ordinary course of its business or in connection with a
transaction authorized by subsection (e) of this Section.

(g) Fiscal Year. Change, or permit any Subsidiary to
change, its Fiscal Year.

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ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default. Each of the following shall be
deemed an "Event of Default":

(a) The Borrower shall fail to pay any amount payable
hereunder or under either of the Notes when due.

(b) Any representation or warranty made or deemed made by
any Loan Party (or any of its officers) under or in connection with
any Loan Document shall prove to have been incorrect in any material
respect when made or deemed made.

(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, or in the case of
covenants contained in Section 1.03 of the Mortgages, the Borrower or
Cal-Maine Farms, Inc. shall fail to perform or observe any covenant
in Section 1.03 of the Borrower Mortgages or the Cal-Maine Farms
Mortgage, as the case may be, on its part to be performed or observed
and any such failure shall remain unremedied for 30 days after notice
thereof from either Bank.

(d) The Borrower or any of its Subsidiaries shall fail to
pay any Debt (excluding Debt hereunder or under the Notes but
including Debt under the Term Loan Agreement and the promissory note
executed pursuant to the Term Loan Agreement) of the Borrower or any
of its Subsidiaries (as the case may be), or any interest or premium
thereon, when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) and such failure shall continue
after the applicable grace period, if any, specified in the agreement
or instrument relating to such Debt; or any other default under any
agreement or instrument relating to any such Debt, or any other event,
shall occur and shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such
default or event is to accelerate, or to permit the acceleration of,
the maturity of such Debt; or any such Debt shall be declared to be
due and payable, or required to be prepaid (other than by a regularly
scheduled required prepayment), prior to the stated maturity thereof.
The occurrence of an Event of Default under this clause (d) includes,
without limitation, the occurrence of any event of default under the
Term Loan Agreement or the Reimbursement Agreement.

(e) The Borrower or any of its Subsidiaries shall
generally not pay its debts as such debts become due, or shall admit
in writing its inability to pay its debts generally. or shall make a
general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against the Borrower or any of its
Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding-up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, or other similar official for it
or for any substantial part of its

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property; or the Borrower or any of its Subsidiaries shall take any
corporate action to authorize any of the actions set forth above in
this subsection W.

(f) Any judgment or order for the payment of money in
excess of $750,000 (the liability for which is not covered by
insurance) shall be rendered against the Borrower or any of its
Subsidiaries and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there
shall be any period of 10 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal
or otherwise, shall not be in effect.

(g) Any Security Agreement or Mortgage shall for any
reason cease to create a valid and perfected first priority security
interest in or a first mortgage lien on (as the case may be) any of
the Collateral or Encumbered Property purported to be covered thereby
except as otherwise contemplated therein.

(h) Any provision of any Loan Document shall, at any time
after delivery thereof under Section 3.01, for any reason cease to be
valid and binding on the Borrower or on any of its Subsidiaries (as
the case may be) , or shall be declared to be null and void, or the
validity or enforceability thereof shall be contested by the Borrower
or any of its Subsidiaries, or a proceeding shall be commenced by any
governmental agency or authority having jurisdiction over the Borrower
or any of its Subsidiaries seeking to establish the invalidity or
unenforceability thereof and such proceeding shall remain undismissed
or unstayed for a period of 60 days, or the Borrower or any of its
Subsidiaries shall deny that it has any or further liability or
obligation thereunder.

(i) The occurrence of any event of default under any
Loan Document.

SECTION 6.02. Remedies. Upon the occurrence of an Event of Default,
each Bank may independently, but subject to the Intercreditor Agreement, by
notice to the Borrower do any one or more of the following, (i) declare its
obligations to make Advances to be terminated, whereupon the same shall
forthwith terminate, (ii) declare its Note, all interest thereon and all other
amounts payable to it under this Agreement to be forthwith due and payable,
whereupon such Note, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Borrower,
(iii) reduce any claim to judgment, (iv) take such steps as the Banks
(or a Bank, as determined pursuant to the Intercreditor Agreement) may deem
appropriate to foreclose or otherwise enforce any lien granted to Agent for the
benefit of Banks in accordance with the terms of the Loan Documents (including
the Intercreditor Agreement), and (iv) exercise any and all rights and remedies
afforded by law, by any of the Loan Documents, by equity or otherwise;
provided, Barclays shall have no right to take any action with respect to the
liens granted pursuant to the mortgages; provided, further, however, that in
the event of an actual or deemed entry of an order for relief with respect to
the Borrower or any of its Subsidiaries under the Federal Bankruptcy Code, the
Notes, all interest thereon and all other amounts payable under this Agreement
shall automatically become and be due and payable, and the

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Revolving Credit Commitments shall automatically terminate, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.

ARTICLE VII

DEFINITIONS AND ACCOUNTING TERMS

SECTION 7.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

"Advance" has the meaning set forth in Section 1.01.

"Agent" has the meaning set forth in the Recitals hereto.

"Amended Borrower Security Agreement" means the Amended and
Restated Security Agreement in substantially the form of Exhibit C and
all amendments, supplements and other modifications thereto.

"Amended Cal-Maine Security Agreement" means the Amended and
Restated Security Agreement in substantially the form of Exhibit D and
all amendments, supplements and other modifications thereto.

"Amended Egg Products Security Agreement" means the Amended
and Restated Security Agreement in substantially the form of Exhibit E
and all amendments, supplements and other modifications thereto.

"Amended Guaranty Agreement" means the Amended and Restated
Guaranty of each Guarantor in substantially the form of Exhibit B and
all amendments, supplements and other modifications thereto.

"Assignment" has the meaning set forth in the Recitals hereto.

"Borrowing Base" on the date of any computation thereof means
the sum of (i) 75% of the face amount of the Eligible Receivables,
(ii) 50% of the lower of cost or market value of Eligible Poultry
Inventory, (iii) 50% of the lower of cost or market value of Eligible
Egg and Egg Product Inventory, (iv) 80% of the market value of
Eligible Feed Inventory (excluding silage) , (v) 75% of the market
value of unhedged Eligible Livestock, (vi) 85% of the market value of
hedged and forward priced Eligible Livestock and (vii) 100% of the
value of the commodity futures margin account deposits in which the
Agent has been assigned an interest by the Borrower or any of its
Subsidiaries.

"Borrowing Base Certificate" means a certificate setting forth
the information and calculations necessary to determine the Borrowing
Base, in substantially the form

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of Exhibit F, signed by the chief financial officer or the President
of the Borrower and each of the Guarantors.

"Business Day" means any day other than a Saturday, Sunday or
a public or bank holiday or the equivalent for banks generally under
the laws of the State of New York.

"Collateral" means the property covered by the Security
Agreements.

"Cost of Funds Rate" for each Advance to which it applies
shall mean a rate determined by Barclays in its sole and absolute
discretion with reference to its funding sources, as notified to the
Borrower prior to the date such Advance is made.

"Debt" means (i) indebtedness for borrowed money or for the
referred purchase price of property or services, (ii) obligations as
lessee under leases which shall have been or should be, in accordance
with generally accepted accounting principles, recorded as capital
Leases, (iii) obligations under direct or indirect guaranties in
respect of, and obligations (contingent or otherwise) to purchase or
otherwise acquire, or otherwise to assure a creditor against loss in
respect of, indebtedness or obligations of others of the kinds
referred to in clause M or (ii) above, and (iv) liabilities in respect
of unfunded vested benefits under plans covered by Title IV of ERISA.

"Default Rate" means a daily fluctuating interest rate which
is, with respect to amounts owed to Rabobank, equal to the lesser of
(i) 2-1/2% per annum above the 30 day Term Federal Funds Rate, or (ii)
the maximum Permissible Rate, and, with respect to amounts owed to
Barclay's, equal to the lesser of (i) 2-1/2% per annum above the 30
day Cost of Funds Rate or (ii) the Maximum Permissible Rate. Each
change in such daily fluctuating interest rate shall take effect
simultaneously with the corresponding change in the Term Federal Funds
Rate or the Cost of Funds Rate, as applicable, as determined by the
applicable Bank in its sole discretion at 12:00 noon (New York City
time).

"Eligible Egg and Egg Product Inventory" means all eggs and
egg products of Borrower and its Subsidiaries 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 its
Subsidiaries, 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.

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"Eligible Livestock" means all grazing cattle on pasture and
cattle of Borrower and its Subsidiaries in a feedlot and all live hogs
of Borrower and Subsidiaries 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 its Subsidiaries, including broilers,
pullets, layers, breeders and recycles, in which Agent has a perfected
first priority security interest.

"Eligible Receivable" means the indebtedness arising out of a
sale of goods or services by the Borrower or a Guarantor to a third
party, 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 Guarantor, 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
Section 9-106 of the UCC of the State of New York;

(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 either Bank to the Borrower of any other
criteria or requirements, with such other criteria and
requirements as the Banks shall have specified in such notice.

"Encumbered Property" has the meaning set forth in the Term
Loan Agreement.

"Existing Advances" has the meaning set forth in the Recitals
hereto.

"Existing Collateral Documents" has the meaning set forth in
the Recitals hereto.

"Existing Loan" has the meaning set forth in the Recitals
hereto.

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"Existing Properties" has the meaning set forth in the
Recitals hereto.

"Fiscal Year" means the 52 or 53 week period, as the case may
be, beginning on the date which is one day after the date of the
preceding Fiscal Year end, and ending on the Saturday closest to May
31.

"Guarantor" means each of Cal-Maine Egg Products. Inc a
Delaware corporation, and Cal-Maine Farms, Inc., a Delaware
corporation.

"Intercreditor Agreement" has the meaning set forth in the
Recitals hereto.

"Interest Period" has the meaning set forth in Section
1.05(b).

"Loan Documents" means this Agreement (as it may be amended or
otherwise modified from time to time), the Notes, the Amended Guaranty
Agreements, the Assignment, the Security Agreements, the Intercreditor
Agreement, the Mortgages and all other certificates and documents
delivered by the Borrower or its Subsidiaries hereunder.

"Loan Party" means the Borrower and each of the Guarantors.

"Louisiana Collateral Documents" has the meaning set forth in
the Recitals hereto.

"Maximum Permissible Rate" has the meaning set forth in
Section 1.01(a).

"Mortgages" has the meaning set forth in the Term Loan
Agreement.

"Net Worth" means the excess of consolidated total assets over
consolidated total liabilities of the Borrower and its Subsidiaries.

"New Barclays Loan" has the meaning set forth in the Recitals
hereto.

"New Properties" has the meaning set forth in the Recitals
hereto.

"Note" has the meaning set forth in Section 1.07.

"Parent Borrowing Base" means the Borrowing Base valuation of
the Borrower's Collateral only.

"Pledge Agreement" has the, meaning set forth in the Recitals
hereto.

"Previous Revolving Credit Agreement" has tn meaning set forth
in the Recitals hereto.

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"Previous Term Loan Agreement" has the meaning set forth in
the Recitals hereto.

"Pro Rata Part" means, (a) with respect to the Banks'
Commitment to make Advances to Borrower hereunder and with respect to
the Borrowing Base, the proportion to which each Bank's Revolving
Credit Commitment bears to the sum of the Revolving Credit
Commitments, (b) with respect to payments and repayments made by
Borrower hereunder as well as with respect to proceeds of Collateral,
the proportion which the obligations, indebtedness and liabilities
then owed to each Bank under this Agreement bear to the total of all
obligations, indebtedness and liabilities then owed by Borrower under
this Agreement, and (c) with respect to the commitment fee described
in Section 1.03, the proportion to which the unused portion of each
Bank's Revolving Credit Commitment bears to the total unused portion
of the Revolving Credit Commitments.

"Properties" has the meaning set forth in the Recitals hereto.

"Reimbursement Agreement" has the meaning set forth in the
Recitals hereto.

"Repayment Date" has the meaning set forth in Section 1.05(b).

"Revolving Credit Commitment" means the obligation of each
Bank to make the Advances to be made pursuant to Section 1.01 in a
principal amount not exceeding Twenty Million Dollars ($20,000,000)
with respect to Rabobank and a principal amount not exceeding Ten
million Dollars ($10,000,000) with respect to Barclays.

"Security Agreements" means the Amended Borrower Security
Agreement, the Amended Cal-Maine Security, the Louisiana Collateral
Documents and the Amended Egg Products Security Agreement,
collectively.

"Subsidiary" means any corporation of which more than 50% of
the outstanding capital stock having ordinary voting power to elect a
majority of the Board of Directors of such corporation (irrespective
of whether or not at the time capital stock of any other class or
classes of such corporation shall or might have voting power upon% the
occurrence of any contingency) is at the time directly or indirectly
owned by the Borrower, by the Borrower and one or more other
Subsidiaries, or ' by one or more other Subsidiaries.

"Term Federal Funds Rate" for any Interest Period for any
Advance means an interest rate per annum equal at all times during
such Interest Period to the rate of interest at which Rabobank, as a
branch of a foreign bank, in its sole discretion, can acquire federal
funds in the interbank term federal funds market in New York City
through brokers of recognized standing at the time the Borrower
specifies the Interest Period for such Advance on the date of such
Advance for a period equal to such Interest Period for such Advance
and in the amount of such Advance.

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"Term Loan Agreement" means that certain Amended and Restated
Term Loan Agreement between Borrower and Rabobank of even date
herewith as the same may be amended or otherwise modified.

"Termination Date" means December 31, 1990 or the earlier date
of termination in whole of the Commitment pursuant to Sections 1.04 or
6.02.

SECTION 7.02. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(e), and all financial data
submitted pursuant to this Agreement shall be prepared in accordance with such
principles.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Banks and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

SECTION 8.02. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic
communication) and mailed or telegraphed or delivered, if to the Borrower, at
its address at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇;
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and if to Rabobank, at its address
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; Attention: Corporate Services,
with a copy to One Galleria Tower, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and if to Barclays at its ▇▇▇▇▇▇▇ ▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, with a copy to
▇▇▇ ▇▇▇▇▇▇; or, as to each party, at such other address as shall be designated
by such party in a written notice to the other party. All such notices and
communications shall, when mailed or telegraphed, be effective when deposited
in the mails or delivered to the telegraph company, respectively, addressed as
aforesaid, except that notices to the Banks pursuant to the provisions of
Article II shall not be effective until received by the Banks.

SECTION 8.03. No Waiver; Remedies. No failure on the part of either
Bank to exercise, and no delay in exercising, any right under any Loan Document
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right under any Loan Document preclude any other or further exercise
thereof or the exercise of any other right. The remedies provided in the Loan
Documents are cumulative and not exclusive of any remedies provided by law.

24
60
SECTION 8.04. Costs, Expenses and Taxes.

(a) The Borrower agrees to pay on demand all costs and
expenses in connection with the preparation, execution, delivery,
filing, recording and administration of the Loan Documents and the
other documents to be delivered under the Loan Documents, including,
without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Banks and Agent, and local counsel who may be retained
by said counsel, with respect thereto and with respect to advising the
Banks and Agent as to its rights and responsibilities under the Loan
Documents, and all costs and expenses (including counsel fees and
expenses) in connection with the administration and enforcement of the
Loan Documents and the other documents to be delivered under the Loan
Documents including, without limitation, all costs and expenses
incurred by either Bank in connection with any inspections of the
Collateral and the Borrower's and Guarantors' other properties, books
and records. In addition, the Borrower shall pay any and all stamp
and other taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing and recording, of the
Loan Documents and the other documents to be delivered under the Loan
Documents, and agrees to save the Banks harmless from and against any
and all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes and fees.

(b) If, as a result of a payment made by the Borrower due
to acceleration of the maturity of the Advances and the Notes pursuant
to Section 6.02, mandatory or voluntary prepayment or due to any other
reason, either Bank receives payment of any principal amount of any
Advance on a day other than the last day of the, Interest Period for
such Advance, the Borrower shall pay to such Bank on demand that
amount, if any, required to compensate such Bank for additional
losses, costs or expenses which it may accrue as a result of such
payment (as determined in good faith in the sole discretion of such
Bank), including, without limitation, an amount equal to the losses,
if any, on the reinvestment of the amounts prepaid, which for purposes
of this Agreement shall be deemed equal to the difference between the
interest rate in effect hereunder on the amounts prepaid as of the
date of such prepayment and the interest rate at which such Bank
reinvests such amounts, multiplied by such amounts prepaid and a
fraction, the numerator of which is the number of days (including the
first day but excluding the last day) from the date of prepayment
through the last day of the applicable Interest Period and the
denominator of which is 360.

SECTION 8.05. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default and subject to the terms of the
Intercreditor Agreement, each Bank is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Bank to or for
the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under any Loan Document,
irrespective of whether or not such Bank shall have made any demand under such
Loan Document and although such deposits, indebtedness or obligations may be
unmatured or

25
61
contingent. Each Bank agrees promptly to notify the Borrower after any such
set-off and application, provided that the failure to give such notice shall
not affect the validity of such set-off and application. The rights of the
Banks under this Section 8.05 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which the Banks may
have.

SECTION 8.06. Severability of Provisions. Any provision of this
Agreement or of any other Loan Document which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof or thereof or affecting the validity or enforceability of
such provision in any other jurisdiction.

SECTION 8.07. Binding Effect; Governing Law. This Agreement shall be
binding upon and inure to the benefit of the Borrower and the Banks and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the Banks. This Agreement and the Notes shall be governed
by, and construed in accordance with, the laws of the State of New York.

SECTION 8.08. Consent to Jurisdiction; Process Agent.

(a) The Borrower hereby irrevocably submits to the
jurisdiction of any New York State or Federal court sitting in New
York City in any action or proceeding arising out of or relating to
this Agreement or any other Loan Document, and the Borrower hereby
irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such New York State court
or, to the extent permitted by law, in such Federal court. The
Borrower hereby irrevocably waives, to the fullest extent it may
effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding. The Borrower hereby
irrevocably appoints CT Corporation System (the "Process Agent"), with
an office on the date hereof at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, as its agent to receive on behalf of the Borrower and its
property service of copies of the summons and complaint and any other
process which may be served in any such action or proceeding. Such
service on the Process Agent may be made by mailing or delivering a
copy of such process to the Borrower in care of the Process Agent, at
the Process Agent's above address and the Borrower hereby irrevocably
directs the Process Agent to accept such service on its behalf. As an
alternative method of service, the Borrower also irrevocably consents
to the service of any and all process in any such action or proceeding
by any other method permitted by applicable law. The Borrower agrees
that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on
the judgment or in any other manner provided by law.

(b) Nothing in this Section shall affect the right of
Banks to serve legal process in any other manner permitted by law or
affect its right to bring any action or proceeding against the
Borrower or its property in any other court.

26
62
SECTION 8.09. Security. The obligations of the Borrower under this
Agreement are guaranteed by the Amended Guaranties and secured by the Security
Agreements and the Mortgages.

SECTION 8.10. Entire Agreement; Amendment and Restatement. This
Agreement amends and restates in its entirety the Previous Revolving Credit
Agreement. This Agreement and the other Loan Documents referred to herein
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 hereof and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto.

27
63
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

CAL-MAINE FOODS, INC.

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank
Nederland",
New York branch

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

BARCLAYS BANK PLC

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

28
64
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

CAL-MAINE FOODS, INC.

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank
Nederland", New York branch

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

BARCLAYS BANK PLC

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

29
65
AMENDMENT

Dated as of December 31, 1990

This AMENDMENT between CAL-MAINE FOODS, INC., a Delaware corporation
(the "Borrower"), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"Rabobank Nederland", Now York Branch ("Rabobank") and BARCLAYS BANK PLC (New
York) ("Barclays", and together with Rabobank, the "Banks").

PRELIMINARY STATEMENTS. The Borrower and the Banks have entered into
an Amended and Restated Revolving Credit Agreement dated an of May 29, 1990
(said Agreement being the "Credit Agreement"; the terms defined in the Credit
Agreement are used herein as therein defined). The Borrower and the Banks wish
to amend the Credit Agreement to extend the Termination Date and amend certain
other provisions thereof.

NOW, THEREFORE, the Borrower and the Bank agree as follows:

SECTION 1. Amendment to Credit Agreement. The Credit Agreement
is, effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, hereby amended (a) by
extending the Termination Date to December 31, 1992 by amending Section 7.01 by
deleting the date "December 31, 1990" appearing in the definition of
"Termination Date" and substituting, in lieu thereof, the date "December 31,
1992", and

(b) by deleting the amount "Twenty-Two Million Dollars
($22,000,000)" each time it appears in clause (i) of Section 5.01 and
substituting in lieu thereof, the amount "Twenty-Five Million Dollars
($25,000,000)".

SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective when, and only when, the Bank shall have received counterparts
of this Amendment executed by the Borrower, and Section I hereof shall become
effective when, and only when, the Banks shall have additionally received, in
form and substance satisfactory to the Banks:

(a) A certificate signed by a duly authorized officer of the
Borrower stating that:

(i) The representations and warranties contained in
Section 3 hereof are correct on and as of the date of such certificate
as though made on and as of such date, and

(ii) No event has occurred and is continuing which
constitutes an Event of Default or would constitute an Event of
Default but for the requirement that notice be given or time elapse or
both.

(b) A consent duly executed by each Guarantor in the form of
Exhibit A hereto.
66
SECTION 3. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

(a) The Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation.

(b) The execution delivery and performance by the Borrower of this
Amendment, and the Credit Agreement as amended hereby, are within the
Borrower's corporate powers, have been duly authorized by all necessary
corporate action and do not contravene (i) the Borrower's charter or bylaws, or
(ii) law or any contractual restriction binding on or affecting the Borrower,
or result in, or require, the creation of any lien, security interest or other
charge, encumbrance or upon or with respect to any of the properties.

(c) No authorization, approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required
for the due execution, delivery and performance by the Borrower of this
Amendment or the Credit Agreement, as amended hereby.

(d) This Amendment and the Credit Agreement, as amended hereby,
constitute, legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their respective terms, subject,
however, to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally and (ii) the effect of general principles of equity (regardless
whether such enforceability is considered in a proceeding in equity or at law).

(e) There is no pending or threatened action or proceeding
affecting the Borrower or any of its subsidiaries before any court,
governmental agency or arbitrator, which may materially adversely affect the
financial condition or operations of the Borrower.

SECTION 4. Reference to and Effect on the Credit Agreement. (a)
Upon the effectiveness of Section 1 hereof, on and after the date hereof, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby, and each reference in the Notes to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended
hereby.

(b) Except as specifically amended above, the Credit Agreement and
the Notes shall remain in full force and effect and are hereby ratified and
confirmed.

(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Bank under the Credit Agreement, nor constitute a
waiver of any provision of the Credit Agreement.

SECTION 5. Costs, Expenses and Taxes. The Borrower agrees to
pay on demand all costs and expenses of the Banks in connection with the
preparation, execution and

2
67
delivery of this Amendment and the other instruments and documents to be
delivered hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel (who may be in-house counsel) for each Bank
with respect thereto and with respect to advising each Bank as to its rights
and responsibilities hereunder and thereunder. In addition, the Borrower shall
pay any and all stamp and other taxes payable or determined to be payable in
connection with the execution and delivery of this Amendment and the other
instruments and documents to be delivered hereunder, and agrees to save the
Banks harmless, from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes.

SECTION 6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts, each of which when no executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument.

SECTION 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Now York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

CAL-MAINE FOODS, INC.

By:
------------------------------------------
Title:

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank Nederland", New
York Branch

By:
------------------------------------------
Authorized Officer

BARCLAYS BANK PLC (New York)

By:
------------------------------------------
Authorized Officer

3
68
EXHIBIT A

CONSENT

Dated as of December 31, 1990

Each of the undersigned, CAL-MAINE EGG PRODUCTS, a company organized
and existing under the laws of Delaware, and CAL-MAINE FARMS, INC., a company
organized and existing under the laws of Delaware, an Guarantor respectively
under the Amended and Restated Guaranty dated an of May 29, 1990 (respectively
for each Guarantor, the "Guaranty") in favor of COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "Rabobank Nederland", New York Branch and
BARCLAYS BANK PLC (New York) hereby consents to the foregoing amendment and
hereby confirms and agrees that its Guaranty is, and shall continue to be in
full force and effect and is hereby ratified and confirmed in all respects
except that, upon the effectiveness of, and on and after the date of, the said
amendment, all references in its Guaranty to the Loan Documents referred to in
the said amendment, "thereunder, "thereof" or words of like import referring to
the Loan Documents shall mean the Loan Documents an amended by the said
amendment.

CAL-MAINE EGG PRODUCTS, INC.

By:
------------------------------------------

CAL-MAINE FARMS, INC.

By:
------------------------------------------

================================================================================

SECOND AMENDMENT
to
AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT

among

CAL-MAINE FOODS, INC.,

TRUST COMPANY BANK,

and

COOPERTIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
New York Branch

1 October 1991

================================================================================
70
SECOND AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING AGREEMENT (the
"Amendment"), dated as of October 1, 1991, is among CAL-MAINE FOODS, INC., a
Delaware corporation ("Borrower"), TRUST COMPANY BANK, a Georgia state banking
corporation ("TCB"), and COOPERATIEVE CENTRAL RAIFFEISEN-BOERENLEENBANK B.A.,
"Rabobank Nederland", New York branch, as agent (in such capacity, herein
called Agent and, together with TCB, hereinafter sometimes referred to
individually as a "Bank" and collectively as the "Banks").

RECITALS:

A. Borrower, and Barclays Bank PLC (New York) ("Barclays") have
entered into that certain Amended and Restated Revolving Credit Agreement dated
as of May 29, 1990, as amended by that certain Amendment dated as of December
31, 1990 (as amended, the "Agreement").

B. Barclays has assigned all of its right, title, interest and
obligations under the Loan Documents (as defined in the Agreement) to TCB
pursuant to that certain Assignment and Assumption Agreement dated October 1,
1991 between Barclays and TCB (the "Assignment and Assumption Agreement").

C. Borrower and the Banks now desire to amend the Agreement as
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:

ARTICLE I

Definitions

Section 1.01. Definitions. Capitalized terms used in this
Amendment, to the extent not otherwise defined herein, shall have the same
meanings as in the Agreement, as amended hereby.

ARTICLE II

Amendments

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 1
71
Section 2.01. Amendment to Section 1.05. Effective as of the date
hereof, subpart (b) of Section 1.05 of the Agreement is hereby amended in its
entirety to read as follows:

(b) Interest Period. The period between the date of each
Advance and the date of payment in full of such Advance shall be
divided into successive periods, each such period being an Interest
Period for such Advance. The Interest Periods in effect for the
Existing Advances under the Previous Revolving Credit Agreement shall
continue in effect hereunder until the end thereof as determined
pursuant to the Previous Revolving Credit Agreement and the subsequent
Interest Period or Periods hereunder with respect thereto shall being
on the last day of the Interest Period or Periods existing under the
Previous Revolving Credit Agreement. The Interest Periods in effect
hereunder on the effective date of the assignment by Barclays Bank PLC
(herein the "Prior Bank") to TCB of its right, title and interest
hereunder which related to Advances made by the Prior Bank shall
terminate as of such date and the payment by TCB to the Prior Bank of
the consideration for such assignment shall be deemed to be Advances
made by TCB to Borrower as of such date. The initial Interest Period
for each Advance (other than the Existing Advances) shall begin on the
day of such Advance and each subsequent Interest Period for such
Advance shall begin on the last day of the immediately preceding
Interest Period for such Advance. Each Interest Period for each
Advance shall begin on the last day of the immediately preceding
Interest Period for such Advance.. Each Interest Period for each
Advance made by Rabobank shall end on the corresponding day in the
first, second or third week thereafter or the numerically
corresponding day in the first, third, sixth, ninth or twelfth
calendar month thereafter (as Borrower may select as provided in
Section 1.02 hereof) or on such other day as Borrower may request if
Rabobank can (in its sole discretion) make such an Interest Period
available to the Borrower and each Interest Period for each Advance
made by TCB shall end on the corresponding day in the first, second or
third week thereafter or on the numerically corresponding day in the
first, third or sixth calendar month thereafter (as Borrower may
select as provided in Section 1.02 hereof) or on such other day as
Borrower may request if TCB can (in its sole discretion) make such an
Interest Period available to the Borrower, except that each Interest
Period measured in months which commences on the last Business Day of
a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall
end on the last Business Day of the appropriate subsequent calendar
month and no Interest Period for any Advance made by TCB shall extend
beyond the date one hundred and eighty (180) days from the date such
Interest Period commenced. Notwithstanding the foregoing: (i) any
Interest Period which would otherwise extend beyond the date which is
three (3) months after the

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 2
72
Termination Date (the "Repayment Date") shall end on the Repayment
Date; and (ii) if the Borrower fails to select the duration of any
Interest Period, the duration of such Interest Period shall be three
(3) months.

Section 2.02. Amendment to Section 2.03. Effective as of the date
hereof, subpart (a)(ii) of Section 2.03 of the Agreement is hereby amended in
its entirety to read as follows:

"(ii) with respect to amounts payable to TCB, at the office
of TCB at ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇."

Section 2.03. Amendment to Section 4.01. Effective as of the date
hereof, Section 4.01 is hereby amended to add the following subpart (n) to read
in its entirety as follows:

"(n) Cal-Maine Farms, Inc. owns and will operate the
pullet growing, egg production, and processing facility located near
Edwards, Mississippi and the egg production and processing facility
located near Greensburg, Louisiana (together the "New Locations").

Section 2.04. Amendment to Section 5.01. Effective as of the date
hereof, subpart (h) is hereby added to Section 5.01 of the Agreement to read in
its entirety as follows:

(h) New Locations. In accordance with the provisions of
the Security Agreements, Borrower shall cause Cal-Maine Farms, Inc. to
comply with Sections 5 and 6 of its Security Agreement prior to moving
any of its Collateral to the New Locations.

Section 2.05. Amendment to Subpart (c) of Section 5.02. Effective
as of January 1, 1991, subpart (c) of Section 5.02 of the Agreement is hereby
amended in its entirety to read as follows:

(c) Capital Expenditures. make, or permit any Subsidiary
to make, any expenditures for fixed or capital assets excluding
rolling stock, which would cause the aggregate of all such
expenditures made by the Borrower and its Subsidiaries during any
Fiscal Year of Borrower to exceed $5,000,000.00. The Agent and the
Banks acknowledge, however, that (i) expenditures made by Borrower in
its 1990 and 1991 Fiscal Years in respect of the construction of a new
pullet growing, egg production, and processing facility to be located
near Edwards, Mississippi (the "▇▇▇▇▇▇▇ Facility") and (ii)
expenditures made by Borrower in its 1990 and 1991 Fiscal Years, in
respect of a new egg production and processing facility located near
Greensburg, Louisiana (the "Greensburg Facility") shall not be
considered capital expenditures for the purposes of this Section
5.02(c), to the extent that expenditures made by Borrower in respect
of the ▇▇▇▇▇▇▇ Facility do not exceed $11,500,000.00, and

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 3
73
to the extent that expenditures made by Borrower in respect of the
Greensburg Facility do not exceed $6,500,000.00.

Section 2.06. Amendment to Section 7.01.

(a) Effective as of the date hereof, Section 7.01 of the
Agreement is hereby amended to add the following definitions:

"Sunnyside" means Sunnyside Eggs, Inc., a North Carolina
corporation.

"Sunnyside Guaranty Agreement" means that certain guaranty
agreement dated October 1, 1991 and executed by Sunnyside for the
benefit of the Agent.

"Sunnyside Security Agreement" means that certain security
agreement dated as of October 1, 1991 and executed by Sunnyside for
the benefit of the Agent, and all amendments, supplements and other
modifications thereto.

"TCB" means Trust Company Bank, a Georgia state banking
corporation.

(b) Effective as of the date hereof, the following
definitions are amended in their entirety to read as follows:

"Amended Guaranty Agreement" means the Amended and Restated
Guaranty Agreements executed by Cal-Maine Farms, Inc. and Cal-Maine
Egg Products, Inc., in substantially the form of Exhibit B, the
Sunnyside Guaranty Agreement, and all amendments, supplements and
other modifications thereto.

"Bank" means (i) for the purposes of the recitals hereto,
Barclays Bank PLC or Rabobank, and (ii) for all other purposes herein,
TCB or Rabobank.

"Banks" means (i) for the purposes of the recitals hereto,
Barclays Bank PLC and Rabobank, and (ii) for all other purposes
herein, TCB and Rabobank.

"Barclays" means (i) for the purposes of the recitals hereto,
Barclays Bank PLC, and (ii) for all other purposes herein, TCB.

"Guarantors" means each of Cal-Maine Egg Products, Inc., a
Delaware corporation, Cal-Maine Farms, Inc., a Delaware corporation,
and Sunnyside Eggs, Inc., a North Carolina corporation and any
reference to either or both

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 4
74
Guarantors in any Loan Documents shall mean a reference to any or all
of the Guarantors, as applicable.

Section 2.07. Amendment to Section 8.02. Effective as of the date
hereof, Section 8.02 of the Agreement is hereby amended in its entirety to read
as follows:

SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including
telegraphic and telecopy communications) and mailed or telegraphed or
delivered, if to the Borrower, at its address at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice
President and if to Rabobank, at its address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; Attention: Corporate Services, with a copy to
One Galleria Tower, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and if to TCB at its address at ▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III; or, as
to each party, at such other address as shall be designated by such
party in a written notice to the other party. All such notices and
communications shall, when mailed or telegraphed, be effective when
deposited in the mails or delivered to the telegraph company,
respectively, addressed as aforesaid, except that notices to the Banks
pursuant to the provisions of Article II shall not be effective until
received by the Banks.

Section 2.08. Amendment to Exhibit F. Effective as of the date
hereof, Exhibit F to the Agreement is hereby amended to replace the reference
to and address of Barclays with the following reference and address: "Trust
Company Bank, ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
III."

ARTICLE III

Conditions Precedent

Section 3.01. Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

(a) Agent shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment, in form
and substance satisfactory to Agent:

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 5
75
(1) Resolutions. Resolutions of the Board of
Directors of Sunnyside certified by its Secretary or an
Assistant Secretary which authorize the execution, delivery,
and performance by Sunnyside of the Sunnyside Security
Agreement, Sunnyside Guaranty Agreement and the other Loan
Documents to which Sunnyside is or is to be a party hereunder;

(2) Incumbency Certificate. A certificate of
incumbency certified by the Secretary or an Assistant
Secretary of Sunnyside certifying the names of the officers of
Sunnyside authorized to sign the Sunnyside Security Agreement,
Sunnyside Guaranty Agreement and each of the other Loan
Documents to which Sunnyside is or is to be a party hereunder
(including the certificates contemplated herein) together with
specimen signatures of such officers;

(3) Articles of Incorporation. The articles of
incorporation of Sunnyside certified by the Secretary of State
for the State of North Carolina within ten (10) days prior to
the date of this Amendment;

(4) Bylaws. The bylaws of Sunnyside certified by
the Secretary or an Assistant Secretary of Sunnyside;

(5) Governmental Certificates. Certificates of
the appropriate government officials of the state of
incorporation of Borrower and each Guarantor as to the
existence and good standing of the applicable Loan Party, each
dated within ten (10) days prior to the date of this
Amendment;

(6) Promissory Note. Agent shall have received a
Note duly executed by the Borrower and payable to TCB
substantially in the form of Annex I hereto;

(7) Sunnyside Guaranty Agreement. Agent shall
have received a Guaranty Agreement substantially in the form
of Annex III attached hereto executed by Sunnyside;

(8) Sunnyside Security Agreement. Agent shall
have received the Sunnyside Security Agreement substantially
in the form of Annex II hereto, duly executed by Sunnyside;

(9) First Amendment to Term Loan Agreement.
Agent shall have received the First Amendment to Amended and
Restated Term Loan Agreement, in form and substance
satisfactory to Agent and each Bank, duly executed by
Borrower, and acknowledged by Cal-Maine Farms, Inc. and
Cal-Maine Egg Products, Inc.;

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 6
76
(10) First Amendment to Intercreditor Agreement.
Agent shall have received the First Amendment to Intercreditor
Agreement, in form and substance satisfactory to Agent and
each Bank, duly executed by Agent and the Banks;

(11) Assignment and Assumption Agreement. Agent
shall have received the Assignment and Assumption Agreement,
in form and substance satisfactory to Agent and each Bank,
duly executed between TCB and Barclays;

(12) Sixth Amendment to Reimbursement and Credit
Agreement. Agent shall have received the Sixth Amendment to
Reimbursement and Credit Agreement, in form and substance
satisfactory to Agent and each Bank, duly executed by Borrower
and Rabobank Nederland;

(13) Release. Agent shall have received a
release, in form and substance acceptable to Rabobank
Nederland, duly executed by Barclays and releasing Rabobank
Nederland, in its capacities as Agent and a Bank, from claims
or causes of action arising under or in connection with the
Loan Documents;

(14) Landlord and Mortgagee Subordinations. Agent
shall have received landlord and/or mortgagee subordinations,
duly executed and in form and substance satisfactory to Agent
and each Bank, with respect to the properties identified in
subpart (a) of Schedule 1 to the Sunnyside Security Agreement;

(15) Second Amendment to Collateral Pledge
Agreement and Assignment of Interest. Agent shall have
received the Second Amendment to Collateral Pledge Agreement
and Assignment of Interest, in form and substance satisfactory
to Agent and each Bank, duly executed by Borrower, Cal-Maine
Farms, Inc., Cal-Maine Egg Products, Inc., TCB and Rabobank
Nederland, and acknowledged by Barclays;

(16) Perfection of Security Interests. Agent
shall have received:

(a) acknowledgment copies of proper
Financing Statements (Form UCC-1, UCC-1F or EFS-1)
duly filed under the Food and Security Act of 1985
and/or the Uniform Commercial Code of all
jurisdictions as may be necessary or, in the opinion
of the Banks, desirable in order to perfect the
security interests created by the Sunnyside Security
Agreement;

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 7
77
(b) a certified copy of responses to or
request for information or copies (Form UCC-11), or
equivalent reports, listing all effective financing
statements which name Sunnyside as debtor and which
are filed in the jurisdictions referred to in clause
(a) above together with copies of such other
financing statements (none of which shall cover the
collateral reported to be covered by the Sunnyside
Security Agreement except for those as to which
Sunnyside shall have delivered instruments
satisfactory to the Banks which when filed by the
Banks will result in the termination of such
financing statements);

(d) evidence that all other actions, in
the opinion of the Banks, to perfect and protect the
security interest created by the Sunnyside Security
Agreement has been taken;

(17) Process Agent. A letter from CT Corporation
pursuant to which they agree to act as Sunnyside's agent for
purposes of service of process in accordance with the terms
hereof;

(18) Opinion of Counsel. Agent shall have
received an opinion of counsel rendered by ▇▇▇▇▇, Moore,
Simmons, ▇▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, substantially in the form of
Annex IV hereto;

(19) First Amendment to Cal-Maine Security
Agreement. Agent shall have received from Farms that certain
First Amendment to Security Agreement duly executed by an
authorized representative of Farms, substantially in the form
of Annex V attached hereto; and

(20) Additional Information. Agent shall have
received such additional documents, instruments and
information as Agent or its legal counsel may request; and

(b) The representations and warranties contained herein
and in all other Loan Documents, as amended hereby, shall be true and
correct as of the date hereof as if made on the date hereof;

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

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 8
78
(d) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all documents,
instruments, and other legal matters incident thereto shall be
satisfactory to the Agent and its legal counsel.

ARTICLE IV

Ratifications, Representations and Warranties

Section 4.01. Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. The Borrower, the Agent and the Banks agree that the Agreement as
amended hereby and the other Loan Documents shall continue to be legal, valid,
binding and enforceable in accordance with their respective terms. All parties
hereto also agree and acknowledge (a) that the promissory note executed by
Borrower payable to TCB pursuant to this Amendment (the "TCB Note") is a "Note"
as defined in the Agreement and utilized in the other Loan Documents, (b) that
the obligations, indebtedness and liabilities secured by the Security
Agreements, the Louisiana Collateral Documents and the Mortgages, includes
without limitation, the obligations, indebtedness and liabilities of the
Borrower arising hereunder and under the TCB Note, (c) the term "Subsidiary" as
defined in the Agreement and utilized in the Loan Documents, includes without
limitation, Sunnyside and (d) the term "Louisiana Collateral Documents" as
defined in the Agreement and utilized in the Loan Documents includes without
limitation, the Second Amendment to Collateral Pledge Agreement and Assignment
of Interest executed pursuant hereto.

Section 4.02. Representations and Warranties. Borrower hereby
represents and warrants to the Agent and the Banks that (i) the execution,
delivery and performance of this Amendment and any and all other Loan Documents
executed and/or delivered in connection herewith have been authorized by all
requisite corporate action on the part of Borrower and will not violate the
articles of incorporation or bylaws of Borrower, (ii) the representations and
warranties contained in the Agreement, as amended hereby, and any other Loan
Document are true and correct on and as of the date hereof as though made on
and as of the date hereof, (iii) 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, (iv) Borrower is
in full compliance with all covenants and agreements contained in the Agreement
as amended hereby and the other Loan Documents, and (v) the articles of
incorporation, bylaws, certificates of secretary, and corporate resolutions
delivered by Borrower and each Guarantor in connection with execution of the
Agreement which were effective, true and correct on May 29, 1990 have not been
amended, revoked or otherwise modified in any manner and remain true and
correct and in full force and effect on and as of the date hereof as though
delivered on and as of the date hereof.

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 9
79
ARTICLE V

Miscellaneous

Section 5.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Document including any Loan Document connection with this Amendment shall
survive the execution and delivery of this Amendment and the other Loan
Documents,, and no investigation by Agent or any Bank, 6r any closing shall
affect the representations and warranties or the right of the Agent or any Bank
to rely upon them.

Section 5.02. Reference to Agreement. Each of the Loan Documents,
including the Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Agreement shall
mean a reference to the Agreement as amended hereby.

Section 5.03. Expenses of Agent and the Banks. As provided in the
Agreement, Borrower agrees to pay on demand all costs and expenses incurred by
Agent and the Banks in connection with the preparation, negotiation, and
execution of this Amendment and the other Loan Documents executed pursuant
hereto and any and all amendments, modifications, and supplements thereto,
including without limitation the costs and fees of legal counsel to the Agent
and/or a Bank, and all costs and expenses incurred by Agent and the Banks in
connection with the enforcement or preservation of any rights under the
Agreement, as amended hereby, or any other Loan Document, including without
limitation the costs and fees of legal counsel to the Agent and/or a Bank.

Section 5.04. 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.

Section 5.05. Applicable Law. This Amendment and all other Loan
Documents executed pursuant hereto shall be deemed to have been made and to be
performable in New York, New York and shall be governed by and construed in
accordance with the laws of the State of New York.

Section 5.06. Successors and Assigns. This Amendment is binding
upon and shall inure to the benefit of the Agent, the Banks, and Borrower and
their respective successors and assigns, except Borrower may not assign or
transfer any of its rights or obligations hereunder without the prior written
consent of the Agent.

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 10
80
Section 5.07. Counterparts. This Amendment may be executed in one
or more 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.

Section 5.08. Effect of Waiver. No consent or waiver, express or
implied, by 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.

Section 5.09. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 5.10. 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 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:
-------------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

OOPERATIEVE CENTRALE RAIFFEISEN-
OERENLEENBANK B.A., "Rabobank
ederland", New York branch

By:
-------------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 11
81
TRUST COMPANY BANK

By:
-------------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

Guarantor Acknowledgment

Cal-Maine, Farms, Inc. ("Farms") and Cal-Maine Egg Products, Inc.
("Egg Products") hereby consent and agree to this Amendment and agree that
their respective Amended Guaranty Agreements, their respective Security
Agreements (in the case of Farms, as amended by that certain First Amendment to
Security Agreement dated as of the date hereof), and all other Loan Documents
executed by each of them shall remain in full force and effect and shall
continue to be the legal, valid and binding obligations of each, enforceable
against each in accordance with their respective terms. Farms and Egg Products
acknowledge and agree that obligations, indebtedness and liabilities guaranteed
by their respective Amended Guaranty Agreements and secured by their respective
Security Agreements and the mortgages, include without limitation, the
obligation, indebtedness and liabilities evidenced by this Amendment and the
TCB Note.

CAL-MAINE FARMS, INC.

By:
-------------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

CAL-MAINE EGG PRODUCTS, INC.

By:
-------------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - PAGE 12
82

================================================================================

FIRST AMENDMENT
to
AMENDED AND RESTATED TERM
LOAN AGREEMENT

between

CAL-MAINE FOODS, INC.

and

COOPERTIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
New York Branch

1 October 1991

================================================================================

83
FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (the
"Amendment"), dated as of October 1, 1991, is between CAL-MAINE FOODS, INC., a
Delaware corporation ("Borrower"), and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "Rabobank Nederland", New York Branch (the
"Bank").

RECITALS:

A. Borrower and Bank have entered into that certain Amended and
Restated Term Loan Agreement (the "Agreement") dated as of May 29, 1990.

B. Borrower and Bank now desire to amend the Agreement as herein
set forth.

ARTICLE I

Definitions

Section 1.01. Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.

ARTICLE II

Amendments

Section 2.01. Amendment to Subpart (a) of Section 2.02. Effective as
of the date hereof, subpart (a) of Section 2.02 of the Agreement is hereby
amended to add the following sentence to the end thereof:

"The principal amount of each prepayment made under this Section
2.01(a) shall be applied to the principal installments due under the
Note in the inverse order of maturity."

Section 2.02. Amendment to Subpart (b) of Section 2.02. Effective as
of June 30, 1991, subpart (b) of Section 2.02 of the Agreement is hereby
amended in its entirety to read as follows:

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 1

84
"(b) Optional. The Borrower may, upon at least five
Business Days notice to the Bank, prepay the outstanding amount of the
Advance in whole at any time or from time to time in part with (i)
accrued interest to the date of such prepayment on the amount so
prepaid and (ii) all amounts due pursuant to Section 8.04(b) as a
result of such prepayment, provided, that each such partial prepayment
shall be in a principal amount not less than $500,000.00 or an
integral multiple thereof. The principal amount of each such
prepayment made under this Section 2.01(b) shall be applied to the
principal installments due under the Note in the inverse order of
maturity; provided, however, the principal amount of any prepayment
made under this Section 2.01(b) may be applied to the installments due
under the Note in the order of maturity if (i) Borrower shall have
notified Bank of its desire to prepay the installments due under the
Note in the order of maturity and shall have identified the
installments to be prepaid within ten days prior to the date of
prepayment, (ii) Borrower shall make the prepayment on a regularly
scheduled date for payment of installments of principal under the Note
and (iii) the principal amount prepaid shall not exceed an amount
equal to the sum of all principal installments due under the terms of
the Note during the twelve month period following the date of such
prepayment and if the principal amount to be prepaid is in excess of
such amount, any excess shall be applied to the installments due under
the Note in the inverse order of maturity.

Section 2.03. Amendment to Subpart (i) of Section 5.01. Effective as
of May 29, 1990, subpart (i) of Section 5.01 of the Agreement is hereby amended
in its entirety to read as follows:

(a) from the date hereof through June 2, 1990,
Twenty-Five Million Dollars ($25,000,000.00); and

(b) from June 3, 1990 and at all times
thereafter, the sum of (i) Twenty-Five Million Dollars
($25,000,000.00), plus (ii) fifty percent (50%) of the net
income of Borrower and its Subsidiaries for the period from
the beginning of the Fiscal Year existing as of the date of
determination to the date of determination, plus (iii) fifty
percent (50%) of the net income of Borrower and its
Subsidiaries for each Fiscal Year ending after June 3, 1990
but only if the Fiscal Year has completely elapsed.

If net income for a period is negative, no adjustment to the requisite
level of net-worth shall be made.

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 2

85
Section 2.04. Amendment to Subpart (c) of Section 5.02. Effective as
of January 1, 1991, subpart (c) of Section 5.02 of the Agreement is hereby
amended in its entirety to read as follows:

(c) Capital Expenditures. Make, or permit any
Subsidiary to make, any expenditures for fixed or capital assets
excluding rolling stock, which would cause the aggregate of all such
expenditures made by the Borrower and its Subsidiaries during any
Fiscal Year of Borrower to exceed $5,000,000.00. The Bank
acknowledges, however, that (i) expenditures made by Borrower in its
1990 and 1991 Fiscal Years in respect of the construction of a new
pullet growing, egg production, and processing facility to be located
near ▇▇▇▇▇▇▇, Mississippi (the "▇▇▇▇▇▇▇ Facility") and (ii)
expenditures made by Borrower in its 1990 and 1991 Fiscal Years, in
respect of a new egg production and processing facility located near
Greensburg, Louisiana (the "Greensburg Facility") shall not be
considered capital expenditures for the purposes of this Section
5.02(c), to the extent that expenditures made by Borrower in respect
of the ▇▇▇▇▇▇▇ Facility do not exceed $11,500,000.00, and to the
extent that expenditures made by Borrower in respect of the Greensburg
Facility do not exceed $6,500,000.00.

Section 2.05. Amendment to Section 7.01. Effective as of the date
hereof, the following definitions are amended in their entirety to read as
follows:

"Barclays" means (i) for the purposes of the recitals hereto,
Barclays Bank PLC, and (ii) for all other purposes hereof, Trust
Company Bank, a Georgia state banking corporation.

"Guarantors" means any of Cal-Maine Egg Products, Inc., a
Delaware corporation, Cal-Maine Farms, Inc., a Delaware corporation,
and Sunnyside Eggs, Inc., a North Carolina corporation and any
reference herein to either or both Guarantors shall mean a reference
to any or all Guarantors, as applicable.

"Security Agreements" means the Amended Borrower Security
Agreement, the Amended Cal-Maine Security Agreement, the Louisiana
Collateral Documents, the Amended Egg Products Security Agreement, and
that certain security agreement executed by Sunnyside Eggs, Inc. for
the benefit of the Agent, as agent for the Banks (as therein defined)
and dated as of October 1, 1991.

ARTICLE III

Conditions Precedent

Section 3.01. Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 3

86
(a) The Bank shall have received all of the documents
required under the terms of that certain Second Amendment to Amended
and Restated Revolving Credit Agreement dated as of the date hereof
executed among the Borrower, the Bank, and Trust Company Bank, a
Georgia state banking corporation, in form and substance satisfactory
to the Bank;

(b) The Bank shall have received such additional
documents, instruments and information as Bank or its 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;

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

(e) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all documents,
instruments, and other legal matters incident thereto shall be
satisfactory to the Bank and its legal counsel.

ARTICLE IV

Ratifications, Representations, Warranties, Waivers

Section 4.01. Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. Borrower and the Bank agree that the Agreement as amended hereby and
the other Loan Documents shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms. Borrower acknowledges
and agrees that (a) the term "Subsidiary" as defined in the Agreement and
utilized in the Loan Documents, includes without limitation, Sunnyside Eggs,
Inc. and (b) the term "Louisiana Collateral Documents" as defined in the
Agreement and utilized in the Loan Documents, includes without limitation, the
Pledge Agreement as amended by that certain Second Amendment to Collateral
Pledge Agreement and Assignment of Interest dated the date hereof among
Borrower, CalMaine Farms, Inc., Cal-Maine Egg Products, Inc., Bank and Trust
Company Bank.

Section 4.02. Representations and Warranties. Borrower hereby
represents and warrants to the Bank that (i) the execution, delivery and
performance of this Amendment and any and all other Loan Documents executed
and/or delivered in connection herewith have been authorized by all requisite
corporate action on the part of Borrower and will not violate the articles of

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 4

87
incorporation or bylaws of Borrower, (ii) the representations and warranties
contained in the Agreement, as amended hereby, and any other Loan Document are
true and correct on and as of the date hereof as though made on and as of the
date hereof, (iii) 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, (iv) Borrower is in full compliance with
all covenants and agreements contained in the Agreement as amended hereby, and
(v) the articles of incorporation, by-laws, certificates' of secretary and
corporate resolutions delivered by each Loan Party in connection with execution
of the Agreement which were effective, true and correct on May 29, 1990 have
not been amended, revoked or otherwise modified in any manner and remain true
and correct and in full force and effect on and as of the date hereof as though
delivered on and as of the date hereof.

ARTICLE V

Miscellaneous

Section 5.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Document including any Loan Document furnished in connection with this
Amendment shall survive the execution and delivery of this Amendment and the
other Loan Documents, and no investigation by Bank or any closing shall affect
the representations and warranties or the right of Bank to rely upon them.

Section 5.03. Expenses of Bank. As provided in the Agreement,
Borrower agrees to pay on demand all costs and expenses incurred by Bank in
connection with the preparation, negotiation, and execution of this Amendment
and the other Loan Documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including without
limitation the costs and fees of Bank's legal counsel, and all costs and
expenses incurred by Bank in connection with the enforcement or preservation of
any rights under the Agreement, as amended hereby, or any other Loan Document,
including without limitation the costs and fees of Bank's legal counsel.

Section 5.04. 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.

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 5

88
Section 5.05. Applicable Law. This Amendment and all other Loan
Documents executed pursuant hereto shall be deemed to have been made and to be
performable in New York, New York and shall be governed by and construed in
accordance with the laws of the State of New York.

Section 5.06. Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of Bank and Borrower and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of Bank.

Section 5.07. Counterparts. This Amendment may be executed in one or
more 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.

Section 5.08. Effect of Waiver. No consent or waiver, express or
implied, by 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.

Section 5.09. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 6

89
Executed as of the date first written above.

Borrower:

CAL-MAINE FOODS, INC.

By:
---------------------------------
Name:
--------------------------
Title:
-------------------------

Bank:

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, "Rabobank Nederland",
New York Branch

By:
---------------------------------
Name:
--------------------------
Title:
-------------------------

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 7

90
Guarantor Acknowledgment

Cal-Maine Farms, Inc. ("Farms") and Cal-Maine Egg Products, Inc. ("Egg
Products") hereby consent and agree to this Amendment and agree that the Loan
Documents executed by either of them shall remain in full force and effect and
shall continue to be the legal, valid and binding obligations of Farms and Egg
Products enforceable against Farms and Egg Products in accordance with their
respective terms.

CAL-MAINE FARMS, INC.

By:
-----------------------------
Name:
----------------------
Title:
---------------------

CAL-MAINE EGG PRODUCTS, INC.

By:
-----------------------------
Name:
----------------------
Title:
---------------------

FIRST AMENDMENT TO AMENDED AND
RESTATED TERM LOAN AGREEMENT - Page 8

--------------------------------------------------------------------------------

THIRD AMENDMENT
to
AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT

among

CAL-MAINE FOODS, INC.,

TRUST COMPANY BANK,

and

COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
New York Branch

31 December 1991

--------------------------------------------------------------------------------
92
THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (the "Amendment") , dated as of December 31, 1991, is among CAL-MAINE
FOODS, INC., a Delaware corporation ("Borrower"), TRUST COMPANY BANK, a
Georgia state banking corporation ("TCB"), and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "Rabobank Nederland", New York branch
("Rabobank", and together with TCB, hereinafter sometimes referred to
individually as a "Bank" and collectively as the "Banks").

RECITALS:

B. Barclays has assigned all of its right, title, interest and
obligations under the Loan Documents (as defined in the Agreement) to TCB
pursuant to that certain Assignment Agreement dated as of October 1, 1991 among
Barclays, TCB and Rabobank.

C. Borrower and the Banks now desire to amend the Agreement as
herein set forth.

ARTICLE I

Definitions

Section 1.01. Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.
93
ARTICLE II

Amendments

Section 2.01. Amendment to Section 1.01. Effective as o the date
hereof, Section 1.01 of the Agreement is hereby amended in its entirety to read
as follows:

SECTION 1.01. The Advances. Each Bank severally agrees, on
the terms and conditions hereinafter set forth, to make advances (such
advances, collectively with the Existing Advances herein the
"Advances") to the Borrower from time to time during the period from
the date hereof to and including the Termination Date (this and
certain other capitalized terms are defined in Section 7.01), provided
that (a) at any time the aggregate outstanding amount of the Advances
and Credit Liabilities shall not exceed the lesser of (i) the
Revolving Credit Commitments, as such amount may be reduced pursuant
to Section 1.04, or (ii) the Borrowing Base, (b) at any time the
aggregate outstanding amount of a Bank's Advances and its Pro Rata
Part (determined based on the Revolving Credit Commitments) of the
Credit Liabilities shall not exceed its Revolving Credit Commitment
and (c) at all times the aggregate outstanding amount of the Advances
made by a Bank shall never be less than an amount equal to the sum of
its Pro Rata Part (determined based on the Revolving Credit
commitments) of the then aggregate outstanding amount of all Advances
minus up to $500,000.00. Each Advance shall be in an amount not less
than $250,000.00. Each Bank, subject to the other terms hereof, shall
have an obligation to make only the Advances requested from such Bank
by Borrower, whether or not the other Bank makes its Advances to
Borrower. Within the limits of the Revolving Credit Commitments, the
Borrower may borrow, prepay pursuant to Section 2.02 and reborrow
under this Section 1.01.

Section 2.02. Amendment to Section 1.04. Effective as of the date
hereof, Section 1.04 of the Agreement is hereby amended by adding the following
to the end thereof:

Borrower may not terminate a Bank's Revolving Credit Commitment while
Letters of Credit are outstanding and Borrower may not reduce a Bank's
Revolving Credit Commitment below an amount equal to the aggregate
unused portion of the stated amount of the Letters of Credit then
outstanding.

Section 2.03. Amendment to Section 1.08. Effective as of the date
hereof, Section 1.08 of the Agreement is hereby amended in its entirety to read
as follows:

SECTION 1.08. Use of Proceeds. The proceeds of the Advances
made by either Bank will be used solely for the purposes of (a)
financing the normal

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 2
94
operations of the Borrower and its Subsidiaries as such operations
exist as of the date hereof and (b) reimbursing the Banks for drawings
under Letters of Credit. Any Advances received by the Borrower when
the aggregate amount of the then outstanding Advances and Credit
Liabilities exceeds the Parent Borrowing Base shall be utilized so
that each Guarantor shall directly benefit from the amount of such
excess Advances by an amount reasonably equivalent to the Borrowing
Base valuation of such Guarantor's Collateral.

Section 2.04. Addition to Article I. Effective as of the date
hereof, Sections 1.09, 1.10, 1.11 and 1.12 are hereby added to Article I of the
Agreement to read in their entirety as follows:

SECTION 1.09. Letters of Credit. Subject to the terms and
conditions of this Agreement, Rabobank agrees to consider upon
Borrower's request issuing one or more Letters of Credit for the
account of Borrower from time to time from December 31, 1991 to but
excluding the Termination Date; provided, however, that the aggregate
amount of all Advances and Credit Liabilities outstanding hereunder
shall never exceed the lesser of the Borrowing Base or the Revolving
Credit Commitments. Upon Rabobank's receipt of a request for issuing
a Letter of Credit, Rabobank shall determine, in its sole discretion
after consultations with TCB, whether to issue the Letter of Credit
requested. Each Letter of Credit shall have an expiration date on or
prior to the Termination Date, shall be payable in United States
dollars, must support a transaction that is entered into in the
ordinary course of Borrower's business, must be satisfactory in form
and substance to Rabobank and shall be issued pursuant to an
Application for Letter of Credit and such other documentation and
agreements as Rabobank may require. Notwithstanding anything in any
Application for Letter of Credit or in any such other documentation
and agreements to the contrary, each Letter of Credit and all' such
documentation and agreements shall be subject to the Uniform Customs
and Practice for Documentary Credits (1983 Revision) of the
International Chamber of Commerce Publication No. 400 and to the
extent not inconsistent therewith the laws of the State of New York.
In the event that there is any conflict between the provisions of the
other Loan Documents and the provisions of any Application for Letter
of Credit or any other documentation or agreements executed in
connection with the issuance of any Letter of Credit, whether now or
hereafter executed, the provision of the other Loan Documents shall
govern and control.

SECTION 1.10. Procedure for Issuing Letters of Credit. For
Rabobank to consider issuing a Letter of Credit, Borrower must deliver
to Rabobank a written request in accordance with this Section 1.10
requesting the issuance of a Letter of Credit by not later than 12:00
noon (New York, New York time) on a Business Day, and if such written
request is not received by such time, it shall be deemed

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 3
95
to be received on the next succeeding Business Day. Each notice
requesting the issuance of a Letter of Credit shall describe the
proposed terms of such Letter of Credit and the transactions proposed
to be supported thereby and shall certify to the Banks that the
representations and warranties contained in Article IV shall be true
and correct and that no Event of Default nor any event that with the
giving of notice or passage of time, or both, would be an Event of
Default shall have occurred and shall be continuing. Rabobank at its
option may accept telephonic requests for a Letter of Credit, provided
that such acceptance shall not constitute a waiver of Rabobank's right
to require delivery of written notice in connection with subsequent
Letters of Credit. if, after delivery of a written request under this
Section 1.10, Rabobank determines in its sole discretion (after
consultation with TCB) to issue a Letter of Credit as requested by
Borrower, then Rabobank shall issue such Letter of Credit no sooner
than five (5) Business Days after receipt of (a) the applicable
written request for the issuance of the Letter of Credit and (b) such
other information and documentation as Rabobank may request. At the
time of issuance of each Letter of Credit, Rabobank shall be deemed,
without further action by any party hereto, to have sold to TCB, and
TCB shall be deemed, without further action by any party hereto, to
have purchased from Rabobank, a participation in such Letter of Credit
to the extent of TCB's Pro Rata Part (determined based on the
Revolving Credit Commitments) of such Letter of Credit and the related
Credit Liabilities. If Rabobank determines not to issue a Letter of
Credit as requested by Borrower, Rabobank shall advise the Borrower in
writing of its decision not to issue the Letter of Credit within four
(4) Business Days after receipt of the applicable written request.

SECTION 1.11. Reimbursement. Upon receipt by Rabobank of any
drawing under a Letter of Credit, Rabobank shall promptly notify TCB
and the Borrower as to the payment date for such drawing and the
amount to be paid as a result of the drawing. Notwithstanding
anything contained in any Application for Letter of Credit to the
contrary, the Borrower agrees to do one of the following not later
than 11:00 A.M. (New York, New York time) on the payment date:

(a) make available to Rabobank the amount to be paid as
a result of the drawing on the Letter of Credit at
Rabobank's office for payments specified herein, in
immediately available funds, or

(b) request an Advance pursuant to Section 1.02 hereof
to make the payment required by Section 1.11(a)
hereof.

If the Borrower has not provided Rabobank as of the date and time
specified above with immediately available funds in the amount to be
paid as a result of the

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 4
96
drawing on a Letter of Credit, or has not requested an Advance as
provided above, each Bank shall make and the Borrower shall accept an
Advance on the date of such drawing in the amount equal to such Bank's
Pro Rata Part (determined based on the Revolving Credit Commitments)
of the amount to be paid as a result of the drawing -under the Letter
of Credit notwithstanding the fact that either or both Advances may
cause the credit limits set forth herein to be exceeded, or that the
conditions set forth in Section 3.02 have not been satisfied, but
without impairing the obligations of the Borrower under Subsection
2.02(a); provided, however, that such Advances may be applied by the
Banks directly to the amount to be paid as a result of the drawing
under the Letter of Credit.

SECTION 1.12. Letter of Credit Fees. Borrower agrees to pay
Rabobank (for the account of Rabobank and TCB) in immediately
available funds a fee for the issuance and maintenance of a Letter of
Credit (each Bank to be entitled to its Pro Rata Part thereof) which
shall be computed at an annual rate to be agreed upon by Rabobank, TCB
and Borrower before the issuance of such Letter of Credit, such annual
rate to be applied to the average amount of the Credit Liabilities
outstanding for the applicable Payment Period (hereinafter defined),
based on a 360 day year and the actual number of days to elapse and
shall be payable on the last day of each calendar quarter and on the
Termination Date, commencing on the first such date after the issuance
of the initial Letter of Credit. The term "Payment Period" as used in
this Section 1.12 means initially the period from and including the
date that the initial Letter of Credit is issued to but excluding the
date on which such initial quarterly fee is to be paid hereunder and
thereafter means each period of time from and including the last day
of the preceding calendar quarter to but excluding the date on which
the quarterly fee in question is to be paid.

Section 2.05. Amendment to Subsection 2.02(a). Effective as of the
date hereof, Subsection 2.02(a) of the Agreement is hereby amended in its
entirety to read as follows:

(a) Mandatory. If at any time the aggregate principal
amount of Advances and Credit Liabilities at such time outstanding
shall exceed the Borrowing Base at such time, the Borrower shall
immediately prepay the Advances in an aggregate amount equal to the
difference between such outstanding amount and the Borrowing Base at
such time as follows: (i) to Rabobank an amount equal to Rabobank's
Pro Rata Part (determined based on the outstanding obligations owed by
Borrower hereunder) of the amount by which the outstanding principal
amount of the Advances and Credit Liabilities exceeds the

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 5
97
Borrowing Base, and (ii) to TCB an amount equal to TCB's Pro Rata Part
(determined based on the outstanding obligations owed by Borrower
hereunder) of the amount by which the outstanding principal amount of
the Advances and Credit Liabilities exceeds the Borrowing Base and
after all amounts outstanding under the Notes have been paid, or if no
such amounts are outstanding, such prepayment shall be paid to
Rabobank to be held by Rabobank for the benefit of itself and TCB as
additional collateral, pursuant to such documentation and agreements
as the Banks may request, to secure or pay the Credit Liabilities
outstanding, if any. If at any time the aggregate principal amount of
Advances made by a Bank shall be less than an amount equal to the sum
of its Pro Rata Part (determined based on the Revolving Credit
Commitments) of the then aggregate outstanding amount of all Advances
minus up to $500,000.00, the Borrower shall immediately request an
Advance from such Bank or prepay to the other Bank Advances made by
such Bank, in an aggregate amount such that after the Advance or
prepayment, as applicable, the aggregate principal amount of Advances
made by the Bank in question shall be an amount equal to an amount
that is not less than the sum of its Pro Rata Part (determined based
on the Revolving Credit Commitments) of the then aggregate outstanding
amount of all Advances minus $500,000.00. The prepayments required
under this Section 2.02(a) shall be made without duplication. Upon
any prepayment under this Section 2.02(a), the Borrower shall pay to
each Bank all amounts due pursuant to Section 8.04(b) as a result of
such prepayment.

Section 2.06. Amendment to Subsections 3.02(a)(iii) and (iv).
Effective as of the date hereof, Subsections 3.02(a)(iii) and (iv) are hereby
amended in their entirety to read as follows:

(iii) The aggregate principal amount of Advances and
Credit Liabilities outstanding, after giving effect to such Advance,
does not exceed the Borrowing Base,

(iv) The aggregate principal amount of Advances
outstanding from the Bank requested to make such Advance, together
with such Bank's Pro Rata Part of the Credit Liabilities, after giving
effect to such Advance, does not exceed such Bank's Revolving Credit
commitment or such Bank's Pro Rata Part of the Borrowing Base, and

Section 2.07. Amendment to Section 6.01. Effective as of the date
hereof, Section 6.01 of the Agreement is hereby amended by adding Subsection
6.01(j) thereto to read in its entirety as follows:

(j) Notwithstanding the effects of any financial losses
on the other covenants and provisions contained herein, the Borrower
shall incur material financial losses in any of its operations other
than its normal egg and egg processing operations.

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 6
98
Section 2.08. Amendments to Section 7.01.

(a) Effective as of the date hereof, Section 7.01 of the
Agreement is hereby amended to add the following definitions thereto:

"Application for Letter of Credit" means any
application for letter of credit or commercial credit pursuant
to which Borrower requests Rabobank to issue a Letter of
Credit.

"Credit Liabilities" means, at any time, all fixed
and contingent liabilities of the Banks under Letters of
Credit.

"Letter of Credit" means a letter of credit issued
by Rabobank for the account of Borrower pursuant to Article I
hereof. The term "Letter of Credit" shall not include and
this Agreement shall not govern any letter of credit issued by
Rabobank for the account of Borrower in connection with any
industrial revenue or industrial development bond financings
and specifically such term shall not include the letter of
credit issued pursuant to the Reimbursement Agreement or to be
issued in connection with the industrial revenue bond
financing to be utilized to finance the construction of
Borrower's new 1400 head dairy milking facility in ▇▇▇▇▇
County, Mississippi.

(b) Effective as of the date hereof, the following
definitions contained in Section 7.01 are hereby amended in their
entirety to read as follows:

"Pro Rata Part" means, unless otherwise indicated by
the terms hereof, (a) with respect to (i) the Banks'
Commitment to make Advances to Borrower hereunder, (ii) the
Borrowing Base and (iii) a Bank's interest in a Letter of
Credit, related Credit Liabilities and related letter of
credit fees paid pursuant to Section 1.12, the proportion to
which each Bank's Revolving Credit Commitment bears to the sum
of the Revolving Credit Commitments, (b) with respect to
payments and repayments made by Borrower hereunder as well as
with respect to proceeds of Collateral, the proportion which
the obligations, indebtedness and liabilities then owed to
each Bank under this Agreement bear to the total of all
obligations, indebtedness and liabilities then owed by
Borrower under this Agreement (in making the calculations
under this clause (b), all Credit Liabilities shall be
included as obligations then owed by Borrower under this
Agreement), and (c) with respect to the commitment fee
described in Section 1.03, the proportion to which the unused
portion of each Bank's Revolving Credit

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 7
99
Commitment bears to the total unused portion of the Revolving
Credit Commitments.

"Termination Date" means December 31, 1993, or the
earlier date of termination in whole of the Commitment
pursuant to Sections 1.04 or 6.02.

Section 2.09. Amendment to Exhibit "F". Effective as of the date
hereof, Exhibit "F" to the Agreement is hereby amended in its entirety to read
as set forth in Annex I hereto.

ARTICLE III

Conditions Precedent

Section 3.01. Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

(a) The Banks shall have received all of the following,
each dated (unless otherwise indicated) the date of this Amendment, in
form and substance satisfactory to the Banks:

(1) Resolutions. Resolutions of the Board of
Directors of Borrower certified by its Secretary or an
Assistant Secretary which authorize the execution, delivery,
and performance by Borrower of this Amendment and the other
Loan Documents to which it is or is to be a party hereunder;

(2) Incumbency Certificate. A certificate of
incumbency certified by the Secretary or an Assistant
Secretary of Borrower certifying the names of the officers of
Borrower authorized to sign this Amendment and each of the
other Loan Documents to which Borrower is or is to be a party
hereunder (including the certificates contemplated herein)
together with specimen signatures of such officers;

(3) Articles of Incorporation. The articles of
incorporation of Borrower certified by the Secretary of State
for the State of Delaware within ten (10) days prior to the
date of this Amendment;

(4) Bylaws. The bylaws of Borrower certified by
the Secretary or an Assistant Secretary of Borrower;

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 8
100
(5) Governmental Certificates. Certificates of
the appropriate government officials of the state of
incorporation of Borrower and each Guarantor as to the
existence and good standing of the applicable Loan Party, each
dated within ten (10) days prior to the date of this
Amendment;

(6) Intercreditor Agreement. A Second Amendment
to the Intercreditor Agreement in form and substance
acceptable to the Banks, duly executed by the parties to the
Intercreditor Agreement; and

(7) Additional Information. The Banks shall have
received such additional documentation, instruments and
information as either Bank or its legal counsel may request.

(b) The representations and warranties contained herein and in all
other Loan Documents, as amended hereby, shall be true and correct as of the
date hereof as if made on the date hereof.

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

(d) All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all documentation, instruments,
and other legal matters incident thereto shall be satisfactory to the Banks and
their legal counsel.

ARTICLE IV

Ratifications, Representations and Warranties

Section 4.01. Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. The Borrower and the Banks agree that the Agreement as amended hereby
and the other Loan Documents shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms. Without limiting the
generality of the foregoing, the parties hereto also agree and acknowledge that
(a) the term "Loan Documents" as defined in the Agreement and as used in the
Loan Documents includes, without limitation, the Letters of Credit and the
Applications for Letter of Credit, (b) the obligations, indebtedness and
liabilities secured by the Security Agreements, the Louisiana Collateral
Documents and the Mortgages include, without limitation, the obligations,
indebtedness and liabilities of the Borrower arising hereunder and

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 9
101
under the Letters of Credit and Applications for Letter of Credit, (c) the term
"Revolving Obligations" as defined in the Intercreditor Agreement includes,
without limitation, the obligations, indebtedness and liabilities of Borrower
arising hereunder and under the Letters of Credit and the Applications for
Letter of Credit and (d) any reference in the Loan Documents to the Assignment
and Assumption Agreement dated October 1, 1991 between Barclays and TCB shall
be deemed to be a reference to that certain Assignment Agreement dated as of
October 1, 1991 among Barclays, TCB and Rabobank.

Section 4.02. Representations and Warranties. Borrower hereby
represents and warrants to the Banks that (a) the execution, delivery and
performance of this Amendment and any and all other Loan Documents executed
and/or delivered in connection herewith have been authorized by all requisite
corporate action on the part of Borrower and will not violate the articles of
incorporation or bylaws of Borrower, (b) the representations and warranties
contained in the Agreement, as amended hereby, and any other Loan Document are
true and correct on and as of the date hereof as though made on and as of the
date hereof, (c) 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, (d) Borrower is in full compliance with
all covenants and agreements contained in the Agreement as amended hereby and
the other Loan Documents, and (e) the articles of incorporation, by-laws,
certificates of secretary, and corporate resolutions delivered by Borrower and
each Guarantor in connection with execution of the Agreement which were
effective, true and correct on May 29, 1990 have not been amended, revoked or
otherwise modified in any manner and remain true and correct and in full force
and effect on and as of the date hereof as though delivered on and as of the
date hereof.

ARTICLE V

Miscellaneous

Section 5.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Document, including any Loan Document furnished in connection with this
Amendment, shall survive the execution and delivery of this Amendment and the
other Loan Documents, and no investigation by a Bank or any closing shall
affect the representations and warranties or the right of a Bank to rely upon
them.

Section 5.02. Reference to Agreement. Each of the Loan Documents,
including the Agreement and any and all other agreements, instruments or
documentation now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Agreement shall
mean a reference to the Agreement as amended hereby.

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 10
102
Section 5.03. Expenses of the Banks. As provided in the Agreement,
Borrower agrees to pay on demand all costs and expenses incurred by the Banks
in connection with the preparation, negotiation, and execution of this
Amendment and the other Loan Documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including without
limitation the fees and expenses of legal counsel to the Banks, and all costs
and expenses incurred by the Banks in connection with the enforcement or
preservation of any rights under the Agreement, as amended hereby, or any other
Loan Document, including without limitation the fees and expenses of legal
counsel to the Banks.

Section 5.04. 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.

Section 5.06. Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of the Banks and Borrower and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the Banks.

Section 5.08. Effect of Waiver. No consent or waiver, express or
implied, by a 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.

Section 5.09. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 5.10. Entire Agreement. This Amendment and all other
instruments, agreements and documentation 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 this

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 11
103
Amendment, and may not be contradicted or varied by evidence of prior,
contemporaneous or subsequent oral agreements or discussions of the parties
hereto.

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 12
104
Executed as of the date first written above.

CAL-MAINE FOODS, INC.

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank
Nederland", New York branch

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

TRUST COMPANY BANK

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 13
105
GUARANTOR ACKNOWLEDGMENT

Cal-Maine Farms, Inc. ("Farms"), Cal-Maine Egg Products, Inc. ("Egg
Products") and Sunnyside Eggs, Inc. ("Sunnyside") hereby consent and agree to
this Amendment and agree that their respective Amended Guaranty Agreements,
their respective Security Agreements (in the case of Farms, as amended by that
certain First Amendment to Security Agreement dated as of October 1, 1991), and
all other Loan Documents executed by each of them shall remain in full force
and effect and shall continue to be the legal, valid and binding obligations of
each, enforceable against each in accordance with their respective terms.
Without limiting the generality of the foregoing, Farms, Egg Products and
Sunnyside acknowledge and agree that (a) the obligations, indebtedness and
liabilities guaranteed by their respective Amended Guaranty Agreements and
secured by their respective Security Agreements and the Mortgages include,
without limitation, the obligations, indebtedness and liabilities arising under
this Amendment and under the Letters of Credit and the Applications for Letter
of Credit, (b) the term 'Revolving Obligations" as defined in the Intercreditor
Agreement includes, without limitation, the obligations, indebtedness and
liabilities of Borrower arising under this Amendment and under the Letters of
Credit and the Applications for Letter of Credit and (c) any reference in the
Loan Documents to the Assignment and Assumption Agreement dated October 1, 1991
between Barclays and TCB shall be deemed to be a reference to that certain
Assignment Agreement dated as of October 1, 1991 among Barclays, TCB and
Rabobank.

CAL-MAINE FARMS, INC.

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

CAL-MAINE EGG PRODUCTS, INC.

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

SUNNYSIDE EGGS, INC.

By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------

THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT - Page 14
106

January 13, 1992

Cal-Maine Foods, Inc.
P. O. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇. ▇. ▇▇▇▇▇▇
Chief

Dear Sirs:

Reference is made to the Revolving Credit Agreement dated as of
December 31, 1990, as amended (as so amended, the "Credit Agreement") among
you, Rabobank Nederland and Trust Company Bank (as assignee of Barclays Bank
PLC).

You have asked us to waive the requirement of Section 5.02(b) of the
Credit Agreement for your fiscal year ending May 1992. The undersigned hereby
waive your compliance with said Section 5.02(b) but only to the extent
necessary to allow you to repurchase in the 1992 fiscal year up to $900,000 of
your stock.

Except as expressly set forth herein, this letter does not constitute
a waiver of any of our rights under the Credit Agreement or a modification of
any of its terms.

Very truly yours,

COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "Rabobank Nederland",
New York Branch

By:
-----------------------------
Title:
-----------------

TRUST COMPANY BANK

By:
-----------------------------
Title:
-----------------
107

AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS AMENDMENT TO LOAN DOCUMENTS (the "Amendment"), dated as of May
1,1992, is among CAL-MAINE FOODS, INC. (the "Company"), CAL-MAIN EGG PRODUCTS,
INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"), SUNNYSIDE
EGGS, INC. ("Sunnyside" and collectively with Cal-Maine Farms and Egg Products
herein referred to as the "Guarantors"), TRUST COMPANY BANK ("Trust Company")
and COOPERATIEVE CENTRALE RAIFEISSEN- BOERENLEENBANK B.A., "RABOBANK NEDERLAND"
NEW YORK BRANCH ("Rabobank Nederland") and Rabobank Nederland, as agent for
itself and Trust Company (the "Agent").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") have entered into that certain Amended and Restated Revolving
Credit Agreement dated as of May 29, 1990 (such 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"). Pursuant to the Second Amendment to Amended and Restated
Revolving Credit Agreement dated October 1, 1991, Trust Company was substituted
as a lender under the Revolving Credit Agreement in the place of Barclays and
Barclays is no longer a party to the Revolving Credit Agreement.

B. The Company and Rabobank have entered into that certain
Amended and Restated Term Loan Agreement dated as of May 29, 1990 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Term Loan Agreement").

C. The Company and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of December 1, 1987 (as the same
has been amended, and as the same may be further amended or otherwise modified
herein the "Egg Facility Reimbursement Agreement" and the Egg Facility
Reimbursement Agreement, collectively with the Revolving Credit Agreement and
the Term Loan Agreement, herein the "Credit Agreements").

D. To secure certain of the obligations and indebtedness of the
Company to Rabobank and Trust Company under the Credit Agreements, and the
other documents executed in connection therewith, the Company and the
Guarantors executed certain guaranties, security agreements, deeds of trust and
mortgages (as more fully described and identified in the Credit Agreements, and
as the same have been or may hereafter be amended or otherwise modified, such
guaranties, security agreements, deeds of trust and mortgages herein referred
as the "Collateral Documents"). The Collateral Documents include, without
limitation, the deeds of trust and mortgages described on Schedule 1 hereto
which are filed in the real property records of the jurisdictions listed on
Schedule 1 as indicated therein (the "Mortgages").

AMENDMENT TO LOAN DOCUMENTS - Page 1
108
E. To facilitate the collateral arrangements contemplated by the
Collateral Documents, Rabobank and Barclays have entered into that certain
Intercreditor Agreement dated May 29, 1990 (as such agreement has been and may
hereafter be amended or otherwise modified, herein the "Intercreditor
Agreement"). Barclays assigned all its right, title and interest in and to the
Intercreditor Agreement to Trust Company and Barclays is no longer a party
thereto.

F. The Company has requested that Rabobank issue a letter of
credit (herein the "Letter of Credit") pursuant to the terms and provisions of
that certain Reimbursement and Credit Agreement dated as of May 1, 1992 between
the Company and Rabobank (as the same may be amended or otherwise modified
herein the "Dairy Facility Reimbursement Agreement") in order to provide credit
and liquidity support for $2,900,000.00 of ▇▇▇▇▇ County, Mississippi,
Adjustable Rate Demand Industrial Revenue Bonds, Series 1992 (Taxable),
Cal-Maine Foods, Inc., Dairy Project (herein the "Bonds").

G. In order to induce Rabobank to issue the Letter of Credit, the
parties hereto now desire to enter into this Amendment.

ARTICLE I

Definitions

Section 1.01. 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, as amended hereby or the Dairy Facility
Reimbursement Agreement, as applicable.

ARTICLE II

Amendments to Credit Agreements

Section 2.01. Amendment to Working Capital Covenants. Each of the
Credit Agreements require the Company to maintain a certain ratio of current
assets to current liabilities and consolidated current assets to consolidated
current liabilities as specified therein (the "Working Capital Covenants").
Effective as of the date hereof, the Working Capital Covenant set forth in each
Credit Agreement are each hereby amended to provide that for purposes each such
covenant, current liabilities and consolidated current liabilities shall
include the current portion of the indebtedness under the Dairy Facility
Reimbursement Agreement and the Loan Documents (as defined in the Dairy
Facility Reimbursement Agreement).

Section 2.02. Egg Facility Reimbursement Agreement. The definition
"Tangible Net Worth" as set forth in the Egg Facility Reimbursement Agreement
is hereby amended in its entirety to read as follows:

AMENDMENT TO LOAN DOCUMENTS - Page 2
109
"Net Worth" means the excess of consolidated total assets over
consolidated total liabilities of the Company and its Subsidiaries.

Section 2.03. Debt to Equity Ratio. Each of the Credit Agreements
require the Company to maintain a certain ratio of consolidated total
liabilities to net worth as specified therein (the "Debt to Equity Covenants").
Effective as of the date hereof, each of the Debt to Equity Covenants set forth
in the Credit Agreements are each hereby amended to provide that for purposes
of such covenants, consolidated total liabilities shall include the
indebtedness under the Dairy Facility Reimbursement Agreement and the Loan
Documents (as defined in the Dairy Facility Reimbursement Agreement).

Section 2.04. Limitation on Dividends. Each of the Credit Agreements
require that the Company shall not purchase or otherwise acquire for value any
of its capital stock except as set forth therein (the "Restricted Payment
Covenants"). Effective as of the date hereof, each of the Restricted Payment
Covenants contained in the Credit Agreements are hereby amended to permit the
Company to purchase up to a maximum of 2% of the Company's outstanding common
shares (i) in its 1992 fiscal year at an aggregate purchase price therefore not
to exceed $900,000.00 and (ii) in any other fiscal year of Borrower, at an
aggregate purchase price therefore not to exceed $500,000.00.

Section 2.05. Capital Expenditures. Each of the Credit Agreements
limits the ability of the Company to make capital expenditures as set forth
therein (the "Capital Expenditure Covenants"). Effective as of the date
hereof, each of the Capital Expenditure Covenants is hereby amended to provide
that in calculating compliance with the limitations under each such covenant
for any period which includes any portion of 1992, the capital expenditures
made by the Company in connection with the initial construction of the project
financed with the proceeds of the Bonds shall be excluded.

Section 2.06. Events of Default. Each of the Credit Agreements define
the term "Event of Default". Effective as of the date hereof, the term "Event
of Default" as defined in each Credit Agreement shall include the occurrence of
an Event of Default under the Dairy Facility Reimbursement Agreement.

ARTICLE III

Amendments to Collateral Documents
(Including the Mortgages)

AMENDMENT TO LOAN DOCUMENTS - Page 3
110
or otherwise (collectively, the "New Obligations") and in furtherance of the
foregoing, the parties hereto agree to and acknowledge the following:

(a) The term "Credit Agreements" as defined in each
Collateral Document is hereby amended to include without limitation,
the Dairy Facility Reimbursement Agreement, the term "Loan Documents",
as defined in each Collateral Document includes without limitation,
the "Related Documents", the term "Advances", as defined in each
Collateral Document, includes without limitation, advances to be made
under the Dairy Facility Reimbursement Agreement to Borrower, the term
"Indenture". as used in each Collateral Document, includes without
limitation, the indenture entered into in connection with the Dairy
Facility Reimbursement Agreement, the term "Notes", as defined in each
Collateral Document includes without limitation, the Short Term Loan
Notes and the term "Reimbursement Agreement", as defined in the
Collateral Documents is hereby amended to include both the Egg
Facility Reimbursement Agreement and the Dairy Facility Reimbursement
Agreement.

(b) The term "Obligations" as defined in each Collateral
Document, includes without limitation, the "New Obligations".

(c) The term "Event of Default" as used in each
Collateral Document includes without limitation, an "Event of Default"
as defined in the Dairy Facility Reimbursement Agreement.

(d) The Collateral Pledge Agreement dated October 17,
1984, executed by Borrower, Cal-Maine Farms and Egg Products, as the
same has been amended, shall secure, in addition to the other
obligations secured thereby, the New Obligations and upon any Event of
Default (as defined in clause (c) above), the Agent shall have the
right, but not the duty, to exercise all remedies provided for in the
Collateral Pledge Agreement on behalf of Trust Company and itself.

(e) The term "Credit Agreements", as defined in that
certain Assignment of Leasehold Interests dated December 1, 1987
executed by the company in favor of Rabobank, includes without
limitation, and in addition to the Dairy Facility Reimbursement
Agreement, the Revolving credit Agreement, the Term Loan Agreement and
the Egg Facility Reimbursement Agreement.

Section 3.02. Amendment to Borrower Security Agreement. Effective as
of the date hereof, Schedule 1 to the Borrower Security Agreement is hereby
amended to add thereto, the Project which is located in the Second Judicial
District of ▇▇▇▇▇ County, Mississippi.

AMENDMENT TO LOAN DOCUMENTS - Page 4
111
ARTICLE IV

Amendment to Intercreditor Agreement

Section 4.01. Amendment to Intercreditor Agreement. Effective as of
the date hereof, the following definitions contained in the Intercreditor
Agreement are hereby amended as follows:

(a) The term "Obligations", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the New Obligations.

(b) The term "Credit Agreements", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the Dairy Facility Reimbursement Agreement.

(c) The term "Loan Documents", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the Dairy Facility Reimbursement Agreement and the Related
Documents (as defined in the Dairy Facility Reimbursement Agreement).

(d) The term "Reimbursement Agreement", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the Dairy Facility Reimbursement Agreement.

(e) The term "Letter of Credit", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the Letter of Credit (as defined in the Dairy Facility
Reimbursement Agreement).

(f) The term "Collateral Documents", as defined in the
Intercreditor Agreement is hereby amended to specifically exclude the
Assignment (as defined in the Dairy Facility Reimbursement Agreement)
and the Deed of Trust (as defined in the Dairy Facility Reimbursement
Agreement).

(g) The term "Collateral", as defined in the
Intercreditor Agreement is hereby amended to mean the real and
personal property covered by the Collateral Documents (as such term is
defined therein) and to specifically exclude, notwithstanding anything
in any Collateral Document to the contrary, the property covered by
the Assignment (as defined in the Dairy Facility Reimbursement
Agreement) and the property covered by the Deed of Trust (as defined
in the Dairy Facility Reimbursement Agreement).

(h) The term "Revolving Collateral" as defined in the
Intercreditor Agreement is hereby amended to specifically exclude the
property covered by the Assignment (as defined in the Dairy Facility
Reimbursement Agreement) and the property covered by the Deed of Trust
(as defined in the Dairy Facility

AMENDMENT TO LOAN DOCUMENTS - Page 5
112
Reimbursement Agreement) notwithstanding anything in the Revolving
Collateral Documents (as defined in the Intercreditor Agreement) to
the contrary.

ARTICLE V

Ratifications, Representations and Warranties

Section 5.02. Representations and Warranties. To induce Rabobank to
enter into the Dairy Facility Reimbursement Agreement, each Guarantor
represents and warrants to Rabobank and Trust Company that:

(a) The representations and warranties of 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 (as defined in the Revolving
Credit Agreement) 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 each Guarantor is in full
compliance with all covenants and agreements binding on them contained
in the Loan Documents, as amended hereby.

(c) The execution, delivery, and performance by it of
this Amendment and the other Related Documents to which it is or may
become a party have been duly authorized by all requisite action on
its part and do not and will not violate or conflict with its articles
of incorporation or bylaws or any law, rule, or regulation or any
order, writ, injunction, or decree of any court, governmental
authority, or arbitrator, and do not and will not conflict with,
result in a breach of, or constitute a default under, or result in the
creation or imposition of any Lien (except as provided herein) upon
any of its revenues or assets pursuant to the provisions of any
indenture, mortgage, deed of trust, security agreement, franchise,
permit, license, or other instrument or agreement by which it or any
of its properties is bound.

AMENDMENT TO LOAN DOCUMENTS - Page 6
113
(d) This Amendment constitutes, and the Loan Documents as
amended hereby to which it is party, constitutes its legal, valid, and
binding obligations, enforceable in accordance with their respective
terms, except as limited by bankruptcy, insolvency, or other laws of
general application relating to the enforcement of creditor's rights.

(e) No authorization, approval, or consent of, and no
filing or registration with, any court, governmental authority, or
third party is or will be necessary for its execution, delivery, or
performance of this Amendment and the other Related Documents to which
it is or may become a party or the validity or enforceability thereof.

(f) No statement, information, report, representation, or
warranty made by it in this Amendment or in any other Related Document
or furnished to Rabobank or Trust Company in connection with this
Amendment or any of the transactions contemplated hereby contains any
untrue statement of a material fact or omits to state any material
fact necessary to make the statements herein or therein not
misleading. There is no fact known to it which has a material adverse
effect, or which might in the future have a material adverse effect,
on its business, condition (financial or otherwise), operations,
prospects, or properties that has not been disclosed in writing to
Rabobank and Trust Company.

ARTICLE VI

Miscellaneous

Section 6.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Related
Documents shall survive the execution and delivery of this Amendment and the
other Related Documents, and no investigation by Rabobank or Trust Company or
any closing shall affect the representations and warranties or the right of
Rabobank or Trust Company to rely upon them.

Section 6.02. Reference to Loan Documents. Each of the Loan Documents
are hereby amended so that any reference in such Loan Documents to the other
Loan Documents shall mean a reference to such Loan Documents as amended hereby.

Section 6.03. 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.

Section 6.04. Applicable Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York except to the
extent that the provisions of the Loan Documents are governed by the laws of
another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

AMENDMENT TO LOAN DOCUMENTS - Page 7
114
Section 6.05. 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 the Company nor any Guarantor may assign
or transfer any of its rights or obligations hereunder without the prior
written consent of Rabobank and Trust Company.

Section 6.06. Counterparts. This Amendment may be executed in one or
more 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.

Section 6.07. Effect of Waiver. No consent or waiver, express or
implied, by Rabobank, the Agent or Trust Company to or for any breach of or
deviation from any covenant, condition or duty by the Company 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.

Section 6.08. Headings. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 6.09. 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 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:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

CAL-MAINE EGG PRODUCTS, INC.

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

AMENDMENT TO LOAN DOCUMENTS - Page 8
115
CAL-MAINE FARMS, INC.

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

SUNNYSIDE EGGS, INC.

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

TRUST COMPANY BANK

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

COOPERATIEVE CENTRALE
RAIFEISSEN-BOERENLEENBANK B.A.
"RABOBANK/,.NEDERLAND", NEW YORK
BRANCH

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

AMENDMENT TO LOAN DOCUMENTS - Page 9
116
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________________________, well known
by me to be _______________ _____________________, of CAL-MAINE FOODS, INC., a
Delaware corporation, who acknowledged to me that he signed and delivered the
above Amendment to Loan Documents for and on behalf of said corporation after
having been duly authorized by said corporation so to do.

Given under my hand and official seal on this _______ day of
___________________, 19___.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________________________, well known
by me to be _______________ _____________________, of CAL-MAINE EGG PRODUCTS,
INC., a Delaware corporation, who acknowledged to me that he signed and
delivered the above Amendment to Loan Documents for and on behalf of said
corporation after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this _______ day of
___________________, 19___.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

AMENDMENT TO LOAN DOCUMENTS - Page 10
117
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________________________, well known
by me to be _______________ _____________________, of CAL-MAINE FARMS, INC., a
Delaware corporation, who acknowledged to me that he signed and delivered the
above Amendment to Loan Documents for and on behalf of said corporation after
having been duly authorized by said corporation so to do.

Given under my hand and official seal on this _______ day of
___________________, 19___.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________________________, well known
by me to be _______________ _____________________, of SUNNYSIDE EGGS, INC., a
Delaware corporation, who acknowledged to me that he signed and delivered the
above Amendment to Loan Documents for and on behalf of said corporation after
having been duly authorized by said corporation so to do.

Given under my hand and official seal on this _______ day of
___________________, 19___.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

AMENDMENT TO LOAN DOCUMENTS - Page 11
118
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________________________, well known
by me to be _______________ _____________________, of TRUST COMPANY BANK, a
Georgia state banking corporation, who acknowledged to me that he signed and
delivered the above Amendment to Loan Documents for and on behalf of said
corporation after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this _______ day of
___________________, 19___.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

AMENDMENT TO LOAN DOCUMENTS - Page 12
119
Schedule 1
to
Amendment to Loan Agreement

Mortgages

(1) Mortgage, Security Agreement and Financing Statement executed
by the Company, dated as of May 15, 1985, filed of record on May 20, 1986 and
duly recorded in the office of the County Clerk, Kershaw County, South
Carolina, Book IX of Real Estate Mortgages, Page 1239, as the same has been and
may hereafter be amended or otherwise modified from time to time.

(2) Mortgage, Security Agreement and Financing Statement dated as
of May 15, 1986, executed by the Company and Cal-Maine Farms, filed of record
of May 20, 1986 and duly recorded in the office the County Clerk, Kershaw
County, South Carolina, Book IX of Real Estate Mortgages, Page 1238, as the
same has been and may hereafter be amended or otherwise modified from time to
time.

(3) Mortgage, Deed of Trust, Future Advance Deeds of Trust,
Security Agreement, Assignment of Rents and Financing Statements dated as of
May 29, 1990, executed by the Company and Cal-Main Farms to ▇▇▇▇ ▇▇▇▇▇▇▇,
Trustee and/or the Agent, filed for record in the Real Property Records as
follows, as the same has been and may hereafter be amended or otherwise
modified from time to time:

Date Volume
Jurisdiction Filed and Page
------------ ----- --------

(a) Clay County, AL 6/7/90 Fiche Record H39, Page 01-91

(b) ▇▇▇▇▇▇ County, AL 6/1/90 Book 1332, Page 0155

(d) Reno County, KS 6/1/90 Book 565, Page 174

(e) Bernalillo County, NM 6/1/90 Document Number 90-42648

(f) Franklin County, NC 6/1/90 Book 924, Page 386

(g) ▇▇▇▇▇▇▇▇ County, TX 6/1/90 Book 44, Page 786

(h) Fayette County, TX 6/4/90 Volume 802, Page 357

(i) ▇▇▇▇▇ County, TX 6/1/90 Volume 3014, Page 730

Schedule 1 to Amendment to Loan Documents, Solo Page
120
FIFTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (the "Amendment"), dated as of December 31, 1992, is among CAL-MAINE
FOODS, INC., a Delaware corporation ("Borrower"), TRUST COMPANY BANK, a Georgia
state banking corporation ("TCB"), and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "Rabobank Nederland", New York branch
("Rabobank", and together with TCB, hereinafter sometimes referred to
individually as a "Bank" and collectively as the "Banks").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") entered into that certain Amended and Restated Revolving Credit
Agreement dated as of May 29, 1990, as amended by that certain Amendment dated
as of December 31, 1990, that certain Second Amendment to Amended and Restated
Revolving Credit Agreement dated as of October 1, 1991, that certain Third
Amendment to Amended and Restated Revolving Credit Agreement dated as of
December 31, 1991 and that certain Amendment to Loan Documents (including
Modifications to Mortgages and Deeds of Trust) dated as of May 1, 1992 (such
Amended and Restated Revolving Credit Agreement, as amended, the "Agreement").

B. Barclays has assigned all of its rights, title, interest and
obligations under the Loan Documents (as defined in the Agreement) to TCB
pursuant to that certain Assignment Agreement dated as of October 1, 1991 among
Barclays, TCB and Rabobank.

C. Borrower and the Banks now desire to amend the Agreement as
herein set forth.

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 1
121
ARTICLE I

Definitions

Section 1.01. Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.

ARTICLE II

Amendments

Section 2.01. Amendment to 7.01. Effective as of the date hereof,
the definition of the term "Termination Date" contained in Section 7.01 of the
Agreement is hereby amended in its entirety to read as follows:

"Termination Date" means December 31, 1994, or the earlier
date of termination in whole of the Revolving Credit Commitments
pursuant to Sections 1.04 or 6.02.

ARTICLE III

Conditions Precedent

Section 3.01. Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

(a) The Banks shall have received certificates of the
appropriate government officials of the state of incorporation of
Borrower and each Guarantor as to the existence and good standing of
the applicable Loan Party, each dated a current date and such
additional documentation, instruments and information as either Bank
or its legal counsel may request.

(b) The representations and warranties contained herein
and in all other Loan Documents, as amended hereby, shall be true and
correct as of the date hereof as if made on the date hereof.

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

(d) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all documentation,
instruments, and other legal matters incident thereto shall be
satisfactory to the Banks and their legal counsel.

ARTICLE IV

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 2
122
Ratifications, Representations and Warranties

Section 4.01. Ratifications. the terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. The Borrower and the Banks agree that the Agreement, as amended hereby
and the other Loan Documents shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms. Without limiting the
generality of the foregoing, the parties hereto also agree and acknowledge that
(a) the obligations, indebtedness and liabilities secured by the Security
Agreements, the Louisiana Collateral Documents and the Mortgages include,
without limitation, the obligations, indebtedness and liabilities of the
Borrower arising hereunder and (b) the term "Revolving Obligations" as defined
in the Intercreditor Agreement includes, without limitation, the obligations,
indebtedness and liabilities of Borrower arising hereunder.

Section 4.02. Representations and Warranties. Borrower hereby
represents and warrants to the Banks that (a) the execution, delivery and
performance of this Amendment has been authorized by all requisite corporate
action on the part of Borrower and each Guarantor and will not violate the
articles of incorporation or bylaws of Borrower or any Guarantor, (b) the
representations and warranties contained in the Agreement, as amended hereby,
and any other Loan Document are true and correct on and as of the date hereof
as though made on and as of the date hereof, (c) 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, (d)
Borrower and each Guarantor are each in full compliance with all covenants and
agreements contained in the Agreement, as amended hereby and the other Loan
Documents and (e) the articles of incorporation, by-laws, certificates of
secretary, and corporate resolutions delivered by Borrower and each Guarantor
in connection with execution of the Agreement which were, in the case of all
Loan Parties other than Sunnyside, effective, true and correct on June 1, 1990
and in the case of Sunnyside, effective, true and correct on October 1, 1991,
have not been amended, revoked or otherwise modified in any manner and remain
true and correct and in full force and effect on and as of the date hereof as
though delivered on and as of the date hereof.

ARTICLE V

Miscellaneous

Section 5.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Document, shall survive the execution and delivery of this Amendment and the
other Loan Documents and no investigation by a Bank or any closing shall affect
the representations and warranties or the right of a Bank to rely upon them.

Section 5.02. Reference to Agreement. Each of the Loan Documents,
including the Agreement, are hereby amended so that any reference in such Loan
Documents to the Agreement shall mean a reference to the Agreement as amended
hereby.

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 3
123
Section 5.03. Expenses of the Banks. As provided in the Agreement,
Borrower agrees to pay on demand all costs and expenses incurred by the Banks
in connection with the preparation, negotiation, and execution of this
Amendment, including without limitation the fees and expenses of legal counsel
to the Banks, and all costs and expenses incurred by the Banks in connection
with the enforcement or preservation of any rights under the Agreement, as
amended hereby, or any other Loan Document, including without limitation the
fees and expenses of legal counsel to the Banks.

Section 5.04. 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.

Section 5.05. Applicable Law. This Amendment shall be deemed to have
been made and to be performable in New York, New York and shall be governed by
and construed in accordance with the laws of the State of New York.

Section 5.09. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 5.10. Entire Agreements. 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 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.

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 4
124
By:
----------------------------------
▇. ▇. ▇▇▇▇▇▇,
Vice President

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "Rabobank
Nederland", New York branch

By:
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Vice President

By:
----------------------------------
Name:
-------------------------
Title:
------------------------

TRUST COMPANY BANK

By:
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Vice President

By:
----------------------------------
Name:
Title:
------------------------

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 5
125
GUARANTOR ACKNOWLEDGMENT

Cal-Maine Farms, inc. ("Farms"), Cal-Maine Egg Products, Inc. ("Egg
Products") and Sunnyside Eggs, Inc. ("Sunnyside") hereby consent and agree to
this Amendment and agree that their respective Amended Guaranty Agreements,
their respective Security Agreements (in the case of Farms, as amended by that
certain First Amendment to Security Agreement dated as of October 1, 1991), and
all other Loan Documents executed by each of them shall remain in full force
and effect and shall continue to be the legal, valid and binding obligations of
each, enforceable against each in accordance with their respective terms.
Without limiting the generality of the foregoing, Farms, Egg Products and
Sunnyside acknowledge and agree that (a) the obligations, indebtedness and
liabilities guaranteed by their respective Amended Guaranty Agreements and
secured by their respective Security Agreements and the Mortgages include,
without limitation, the obligations, indebtedness and liabilities arising under
this Amendment and (b) the term "Revolving Obligations" as defined in the
Intercreditor Agreement includes without limitation, the obligations,
indebtedness and liabilities of Borrower arising under this Amendment.

CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
SUNNYSIDE EGGS, INC.

By:
----------------------------------
▇. ▇. ▇▇▇▇▇▇,
Vice President of all
Guarantors

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - Page 6
126

SECOND AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS SECOND AMENDMENT TO LOAN DOCUMENTS (the "Amendment"), dated as of
November 5, 1993, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE
EGG PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"
and together with Egg Products herein referred to as the "Guarantors"), TRUST
COMPANY BANK ("Trust Company") and COOPERATIEVE CENTRALE
RAIFEISSEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND" NEW YORK BRANCH ("Rabobank
Nederland") and Rabobank Nederland, as agent for itself and Trust Company (the
"Agent").

RECITALS:

B. The Borrower and Rabobank have entered into that certain
Amended and Restated Term Loan Agreement dated as of May 29, 1990 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Term Loan Agreement").

C. The Borrower and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of December 1, 1987 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Egg Facility Reimbursement Agreement").

Second Amendment to Loan Documents - Page 1
127
Reimbursement Agreement, collectively with the Revolving Credit Agreement, the
Term Loan Agreement and the Egg Facility Reimbursement Agreement, herein the
"Credit Agreements").

E. To secure certain of the obligations and indebtedness of the
Borrower to Rabobank Nederland and Trust Company under the Credit Agreements,
and the other documents executed in connection therewith, the Borrower,
Sunnyside Eggs, Inc. ("Sunnyside") and the Guarantors executed certain
guaranties, security agreements, deeds of trust, assignment of leasehold
interests and mortgages (as more fully described and identified in the Credit
Agreements, and as the same have been or may hereafter be amended or otherwise
modified, all such guaranties, security agreements, deeds of trust, assignment
of leasehold interests and mortgages other than the Sunnyside Guaranty and the
Sunnyside Security Agreement, are herein referred as the "Collateral
Documents"). The Collateral Documents include, without limitation, the deeds
of trust, mortgages and assignment of leasehold interests described on Schedule
1 hereto which are filed in the real property records of the jurisdictions
listed on Schedule 1 as indicated therein (the "Mortgages").

F. Sunnyside has dissolved and is no longer in existence and all
of its assets have been transferred to Borrower, subject to the Liens created
by the Sunnyside Security Agreement.

G. To facilitate the collateral arrangements contemplated by the
Collateral Documents, Rabobank Nederland and Barclays have entered into that
certain Intercreditor Agreement dated May 29, 1990 (as such agreement has been
and may hereafter be amended or otherwise modified, herein the "Intercreditor
Agreement"). Barclays assigned all its right, title and interest in and to the
Intercreditor Agreement to Trust Company and Barclays is no longer a party
thereto.

H. The Borrower has requested that (i) Rabobank Nederland make a
term loan to the Borrower in an amount equal to $1,000,000 (the "New Term
Loan") pursuant to the terms of that certain Term Loan Note dated the date
hereof executed by the Borrower and payable to the order of Rabobank Nederland
in the original principal amount of $1,000,000 (as the same may be amended or
otherwise modified, herein the "New Term Note") and (ii) Rabobank Nederland and
Trust Company agree to modify the Credit Agreements as herein set forth.

Second Amendment to Loan Documents - Page 2
128
I. In order to induce Rabobank Nederland to make the New Term
Loan and to induce Rabobank Nederland and Trust Company to modify the Credit
Agreements, the parties hereto now desire to enter into this Amendment.

ARTICLE I

Definitions

Section 1.01. 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, as amended hereby.

ARTICLE II

Amendments to Credit Agreements and Other Loan Documents

Section 2.01. Amendment to Working Capital Covenants. Each of the
Credit Agreements require the Borrower to maintain a certain ratio of current
assets to current liabilities and consolidated current assets to consolidated
current liabilities as specified therein (the "Working Capital Covenants").
Effective as of the date hereof, the Working Capital Covenant set forth in each
Credit Agreement is hereby amended to provide that for purposes of such
covenant, current liabilities and consolidated current liabilities shall
include the current portion of the indebtedness under the Credit Agreements and
the New Term Note.

Section 2.02. Amendment to Tangible Net Worth Covenant. Each of
the Credit Agreements require the Borrower to maintain an excess of
consolidated total tangible assets over consolidated total liabilities of the
Borrower and the Subsidiaries as specified therein (the "Tangible Net Worth
Covenants"). Effective as of the date hereof, each Tangible Net Worth Covenant
is hereby amended in its entirety to read as follows:

Tangible Net Worth. Maintain an excess of consolidated total
tangible assets over consolidated total liabilities of

Second Amendment to Loan Documents - Page 3
129
the Borrower and the Subsidiaries in an amount not less than the
amount set forth below for the applicable period set forth below:

(a) from the date hereof through the Borrower's
Fiscal Year ending in 1994, Thirty-Eight Million Dollars
($38,000,000); and

(b) from the first day of Borrower's Fiscal Year
ending 1995 and at all times thereafter, the sum of

(i) Thirty-Eight Million Dollars
($38,000,000); plus

(ii) fifty percent (50%) of the net
income of Borrower and the Subsidiaries for each
Fiscal Year beginning with the Fiscal Year ending in
1994 but only if the Fiscal year has completely
elapsed; plus

(iii) one hundred percent (100%) of all
capital contributions made to the Borrower since
October 1, 1993, net of all reasonable costs
associated with the issuance of the securities
relating to such capital contribution or otherwise
necessary to obtain such capital contributions; plus

(iv) one hundred percent (100%) of the
principal amount of all Debt of Borrower which is
subordinated to the senior debt of Borrower and which
has, since October 1, 1993 been converted or
exchanged for equity interests in the Borrower.

If net income for a period is negative, no adjustment to the requisite
level of net worth shall be made. Consolidated total liabilities
shall include all indebtedness outstanding under the Credit Agreements
and the New Term Note.

Section 2.03. Debt to Equity Ratio. Each of the Credit Agreements
require the Borrower to maintain a certain ratio of consolidated total
liabilities to net worth as specified therein (the "Debt to Equity Covenants").
Effective as of the date hereof, each of the Debt to Equity Covenants set forth
in the Credit Agreements are deleted therefrom in their entirety.

Second Amendment to Loan Documents - Page 4
130
Section 2.04. Net Tangible Assets to Funded Debt Ratio. Effective
as of the date hereof, each of the Credit Agreements is hereby amended to add
thereto a positive covenant to read in its entirety as follows:

Net Tangible Assets to Funded Debt. Maintain a ratio of

(i) the sum of the following for
Borrower and the Subsidiaries (A) consolidated total
assets minus (B) consolidated intangible assets minus
(C) consolidated current liabilities (excluding
current deferred income taxes from such consolidated
current liabilities) to

(ii) consolidated long term Debt of
Borrower and the Subsidiaries (calculated excluding
the amounts outstanding under the Revolving Credit
Agreement to the extent such amounts are consolidated
long term Debt and excluding deferred income taxes to
the extent such deferred income taxes are
consolidated long-term Debt)

of not less than (x) 1.80 to 1.00 at all times throughout Fiscal Year
ending in 1994; (y) 1.90 to 1.00 at all times throughout Fiscal Year
ending in 1995; and (2) 2.00 to 1.00 at all times after the Fiscal
Year ending in 1995; provided that, in the event Borrower receives a
capital contribution at any time prior to the end of the Fiscal Year
ending in 1995, then the ratio required to be maintained hereby shall
be 2.0 to 1.00 at all times.

Section 2.05. Cash Flow Coverage Ratio. Effective as of the date
hereof, each of the Credit Agreements is hereby amended to add thereto a
positive covenant to read in its entirety as follows:

Cash Flow Coverage Ratio. Maintain a ratio of Operating Cash
Flow to Fixed Charges of 1.50 to 1.0 calculated on the basis of the
Operating Cash Flow and Fixed Charges for the completed twelve quarter
period immediately proceeding the date of determination. As used
herein the following terms shall have the following meanings:

"Fixed Charges" means, for any period, the sum of the
following for the Borrower and the Subsidiaries

Second Amendment to Loan Documents - Page 5
131
(calculated without duplication on a consolidated basis): (i)
all cash interest paid or payable for such period; and (ii)
the current maturities of long term Debt for such period
(including payments made under capital leases).

"Operating Cash Flow" means for any period, net
income of Borrower and the Subsidiaries determined on a
consolidated basis for such period plus the sum of, but
without duplication and only in each case to the extent
deducted in determining net income for such period (i)
depreciation and amortization expenses for such period; (ii)
all cash interest paid or payable by Borrower and the
Subsidiaries for such period; and (iii) all cash franchise and
income taxes paid or payable by Borrower and the Subsidiaries
during such period.

Section 2.06. Capital Expenditures. Each of the Credit Agreements
limits the ability of the Borrower and the Subsidiaries to make capital
expenditures as set forth therein (the "Capital Expenditure Covenants").
Effective as of the date hereof, each of the Capital Expenditure Covenants is
hereby amended to provide that the Borrower will not make, or permit any
Subsidiary to make any expenditure for fixed or capital assets excluding
rolling stock, which would cause the aggregate of all such expenditures made by
the Borrower and the Subsidiaries in any period of 12 consecutive months to
exceed the consolidated depreciation of Borrower and the Subsidiaries for such
period; provided that, the expenditures in an aggregate amount not to exceed
$11,400,000 made in connection with the construction and acquisition of a new
in-line processing facility at Cal-Maine Farm's, ▇▇▇▇▇▇▇▇, Texas plant shall
not be included in calculating compliance with the Capital Expenditure
Covenants. To the extent that the expenditures made in connection with such
facility exceed $11,400,000 in the aggregate, the amount of the excess shall be
included in calculating compliance with the Capital Expenditure Covenants.

Section 2.07. Events of Default. Each of the Credit Agreements
define the term "Event of Default". Effective as of the date hereof, the
definition of Event of Default in each Credit Agreement is amended so that an
"Event of Default" shall exist under each Credit Agreement if any of the
following occur:

Second Amendment to Loan Documents - Page 6
132
(a) The Borrower shall fail to pay any amount payable
hereunder or under the New Term Note when due.

(b) Any representation or warranty made or deemed made by
any Loan Party (or any of its officers) under or in connection with
this Amendment or the New Term Note shall prove to have been incorrect
in any material respect when made or deemed made.

(c) The Borrower shall fail to perform or observe any
other term, covenant or agreement contained in this Amendment or the
New Term Note on its part to be performed or observed and any such
failure shall remain unremedied for 30 days after its occurrence.

(d) ▇▇▇▇ ▇▇▇▇▇ or his spouse or children shall cease to
beneficially own and control, directly or indirectly, at least fifty
one percent (51%) of the rights to vote (without regard to the
occurrence of any contingency and otherwise on a fully diluted basis)
for the election of a majority of the members of the board of
directors of the Borrower.

As used in the New Term Note, the term "Event of Default" shall mean
the occurrence of any Event of Default, as such term is modified hereby, under
any Credit Agreement whether or not the Debt outstanding in connection with any
such Credit Agreement remains outstanding or such Credit Agreement has been
terminated.

Section 2.08. Amendments to Revolving Credit Agreement. Effective
as of the date hereof, (a) the definition of the term "Eligible Feed Inventory"
set forth in Section 7.01 of the Revolving Credit Agreement is hereby amended
by adding the following to the end thereof:

"Eligible Feed Inventory shall not include any silage."

and (b) the definition of the term "Termination Date" set forth in Section 7.01
of the Revolving Credit Agreement is hereby amended in its entirety to read as
follows:

"Termination Date" means December 31, 1995 or the earlier date
of termination in whole of the Commitment pursuant to Sections 1.04 or
6.02.

Second Amendment to Loan Documents - Page 7
133
Section 2.10. Amendment to Term Loan Agreement. Effective as of
the date hereof, the definition of the term "Loan Documents" set forth in
Section 7.01 of the Term Loan Agreement is hereby amended to add the New Term
Note thereto.

Section 2.11. Amendment to Loan Documents to Exclude Sunnyside.
Effective as of the date hereof, the following definitions contained in any of
the Loan Documents are hereby amended as follows:

(a) the definition of "Guarantors" shall be modified to
mean Cal-Main Farms and Egg Products and any reference to both or
either Guarantor shall mean both or either Guarantor, as applicable;

(b) the definition of "Amended Guaranty Agreement" shall
be modified to exclude the Sunnyside Guaranty Agreement; and

(c) the definitions of "Security Agreements", "Collateral
Documents" and "Revolving Collateral Documents" shall all be modified
to exclude the Sunnyside Security Agreement.

In addition, for purposes of the representations, warranties,
covenants and Borrowing Base calculations set forth in the Credit Agreements,
Sunnyside shall no longer be a Subsidiary of Borrower.

Second Amendment to Loan Documents - Page 8
134
ARTICLE III

Amendments to Collateral Documents
(Including the Mortgages)

Section 3.01. Assumption of Sunnyside Obligations. Borrower hereby
assumes all of the Obligations of Sunnyside under the Sunnyside Security
Agreement and acknowledges that all assets of Sunnyside acquired by Borrower
were acquired subject to the Liens granted by Sunnyside under the Sunnyside
Security Agreement in favor of the Agent securing the Obligations (as defined
therein but as interpreted pursuant to this Amendment) (collectively the
"Sunnyside Liens"). Borrower, Agent, Trust Company and Rabobank Nederland
agree that, effective as of the date hereof, the Borrower Security Agreement
shall be deemed to amend and restate in its entirety the Sunnyside Security
Agreement, the Sunnyside Liens shall not be extinguished but shall continue to
encumber the assets of Sunnyside acquired by Borrower under the terms of the
Borrower Security Agreement, and the Sunnyside Security Agreement and Sunnyside
Guaranty Agreement shall no longer be valid, binding or enforceable.

Section 3.02. Amendment to Obligations. Effective as of the date
hereof, each Collateral Document (including the Mortgages) is hereby amended to
provide that the obligations secured or guaranteed thereby include without
limitation, the obligations, indebtedness and liability of the Borrower under
this Amendment and the New Term Note, whether for principal, interest, fees
(including attorneys' fees), premium, commissions, expenses or otherwise
(collectively, the "New Obligations") and in furtherance of the foregoing, the
parties hereto agree to and acknowledge the following:

(a) The term "Credit Agreements" as defined in each
Collateral Document is hereby amended to include without limitation,
the New Term Note; the term "Loan Documents", as defined in each
Collateral Document includes without limitation, the New Term Note;
the term "Advances", as defined in each Collateral Document, includes
without limitation, advances to be made to Borrower by Rabobank
Nederland and evidenced by the New Term Note; and the term "Notes", as
defined in each Collateral Document includes without limitation, the
New Term Notes.

Second Amendment to Loan Documents - Page 9
135
(b) The term "Obligations" as defined in each Collateral
Document, includes without limitation, the "New Obligations".

(c) The term "Event of Default" as used in each
Collateral Document includes without limitation, an "Event of Default"
as interpreted in accordance with Section 2.07 of this Amendment.

(d) The Collateral Pledge Agreement dated October 17,
1984, executed by Borrower, Cal-Maine Farms and Egg Products, as the
same has been amended, shall secure, in addition to the other
obligations secured thereby, the New Obligations and upon any Event of
Default (as interpreted in accordance with Section 2.07 of this
Amendment), the Agent shall have the right, but not the duty, to
exercise all remedies provided for in the Collateral Pledge Agreement
on behalf of Trust Company and itself.

Section 3.03. Amendment to Borrower Security Agreement. Effective
as of the date hereof, (a) clause (c) of Section 4.09 of the Borrower Security
Agreement is hereby amended in its entirety to read as follows:

(c) The Inventory and the Farm Products are in the
exclusive possession and control of the Grantor or certain contractors
identified on Schedule 1 hereto. Each contractor possesses and
controls such Inventory and Farm Products pursuant to the terms and
conditions of written agreements duly executed and delivered by and
between such contractor and either Grantor or one of the Guarantors.
Any such agreements entered into after the date hereof comply with the
requirements imposed by Section 6(c).

(b) Section 6 of the Borrower Security Agreement is hereby amended to add
a clause (c) thereto to read in its entirety as follows:

(c) The Grantor shall not permit any contractor
possessing and controlling any of the Inventory or the Farm Products,
to possess and control any inventory or farm products for the benefit
and use of such contractor or for the benefit or use of any other
person or entity which is of the same form or similar to the Grantor's
Inventory or Farm Products at the same physical location as the
location of any of Grantor's Inventory or Farm Products. Grantor
shall

Second Amendment to Loan Documents - Page 10
136
include in each agreement (whether new or in modification of an
existing agreement) entered on or after October 1993 with each such
contractor, a contractual provision substantially similar in substance
and form to the following:

[Name of Contractor] ("Contractor") acknowledges that the
inventory and farm products (including without limitation
poultry, eggs, and agricultural products and supplies) (herein
the "Collateral") owned by Cal-Maine Foods, Inc. ("Foods")
which Foods has placed or may from time to time place in the
Contractor's possession are subject to a first priority
security interest granted in favor of an agent (the "Agent")
for a group of banks or other lending institutions who
extended credit to Foods. The Contractor agrees for the
benefit of the Agent that upon the Agent's delivery to the
Contractor of a copy of the security agreement executed by
Foods covering the Collateral, it will release such Collateral
to the Agent named in such security agreement on demand and
will follow any other direction of the Agent with respect to
the Collateral, provided that the Agent pays all of the
Contractor's accrued charges on the Collateral being released
and the Contractor's accrued charges arising in connection
with the Contractor's compliance with the directions of the
Agent. Foods agrees and confirms that the Contractor will not
be liable to Foods in any way for following the Agent's
direction with respect to the Collateral.

(c) Schedule 1 to the Borrower Security Agreement is hereby amended to
read in its entirety as set forth on Schedule 2 hereto.

Section 3.04. Amendment to Mortgages; Maturity Date of Obligations.
Notwithstanding any term or provision regarding the maturity date of the
Obligations contained in any Mortgage to the contrary, each Mortgage is hereby
amended to provide that the Obligations secured thereby mature from time to
time but in no event later than September 30, 2000.

Second Amendment to Loan Documents - Page 11
137
ARTICLE IV

Amendment to Intercreditor Agreement

Section 4.01. Amendment to Intercreditor Agreement. Effective as
of the date hereof, the following definitions contained in the Intercreditor
Agreement are hereby amended as follows:

(a) The term "Obligations", as defined in the
Intercreditor Agreement, is hereby amended to include without
limitation, the New Obligations.

(b) The term "Credit Agreements", as defined in the
Intercreditor Agreement, is hereby amended to include without
limitation, the New Term Note.

(c) The term "Loan Documents", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, this Amendment and the New Term Note.

(d) The term "Term Obligations", as defined in the
Intercreditor Agreement is hereby amended to include without
limitation, the New Obligations and the obligations, indebtedness and
liability arising in connection with the Dairy Facility Reimbursement
Agreement.

Section 4.02. Exercise of Rights in Separate Collateral Documents.
Upon the occurrence and during the continuance of any Potential Default or
Event of Default (both as defined in the Intercreditor Agreement) the parties
hereto agree and acknowledge that notwithstanding anything in the Intercreditor
Agreement to the contrary, Rabobank Nederland shall have the exclusive right to
exercise, without the consent of or notice to Trust Company, any or all rights
and remedies available to it under the terms of the Assignment of Leasehold
Interests described on Schedule 1 hereto and under the Deed of Trust, Security
Agreement, Assignment of Rents and Financing Statement described as item (4) on
Schedule 1 hereto (the "Separate Collateral Documents"). Trust Company shall
have no right to direct Rabobank Nederland to exercise any rights or remedies
with respect to the Separate Collateral Documents and shall have no interest in
any proceeds of the collateral described therein.

Second Amendment to Loan Documents - Page 12
138
ARTICLE V

Ratifications, Representations and Warranties

Section 5.02. Representations and Warranties. To induce Rabobank
Nederland to make the New Term Loan and to induce Rabobank Nederland and Trust
Company to modify the Credit Agreements as herein set forth, the Borrower and
each Guarantor represents and warrants to Rabobank Nederland and Trust Company
that:

(a) The representations and warranties of the 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 (as interpreted in accordance
with Section 2.07 hereof) 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.

(c) The execution, delivery, and performance by it of
this Amendment and the New Term Note, as applicable, have been duly
authorized by all requisite action on its part and do not and will not
violate or conflict with its articles of incorporation or bylaws or
any law, rule, or regulation or any

Second Amendment to Loan Documents - Page 13
139
order, writ, injunction, or decree of any court, governmental
authority, or arbitrator, and do not and will not conflict with,
result in a breach of, or constitute a default under, or result in the
creation or imposition of any Lien (except as provided herein) upon
any of its revenues or assets pursuant to the provisions of any
indenture, mortgage, deed of trust, security agreement, franchise,
permit, license, or other instrument or agreement by which it or any
of its properties is bound.

(d) This Amendment and New Term Note constitute, and the
other Loan Documents as amended hereby to which it is party,
constitute its legal, valid, and binding obligations, enforceable in
accordance with their respective terms, except as limited by
bankruptcy, insolvency, or other laws of general application relating
to the enforcement of creditor's rights.

(f) No statement, information, report, representation, or
warranty made by it in this Amendment or furnished to Rabobank
Nederland or Trust Company in connection with this Amendment or any of
the transactions contemplated hereby contains any untrue statement of
a material fact or omits to state any material fact necessary to make
the statements herein or therein not misleading. There is no fact
known to it which has a material adverse effect, or which might in the
future have a material adverse effect, on its business, condition
(financial or otherwise), operations, prospects, or properties that
has not been disclosed in writing to Rabobank Nederland and Trust
Company.

(g) The proceeds of the New Term Loan will be used to
finance the construction of a new breeder hen farm on the Property (as
defined in the New Term Note) and no such proceeds will be used to
acquire any security in any transaction which is subject to Sections
13 and 14 of the Securities Exchange Act of 1934.

Second Amendment to Loan Documents - Page 14
140
ARTICLE VI

Miscellaneous

Section 6.01. 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 Rabobank
Nederland or Trust Company or any closing shall affect the representations and
warranties or the right of Rabobank Nederland or Trust Company to rely upon
them.

Section 6.02. Reference to Loan Documents. Each of the Loan
Documents are hereby amended so that any reference in such Loan Documents to
the Loan Documents amended hereby shall mean a reference to such Loan Documents
as amended hereby.

Section 6.03. 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.

Section 6.04. Applicable Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York except to
the extent that the provisions of the Loan Documents are governed by the laws
of another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

Section 6.05. 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 the Borrower nor any Guarantor may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of Rabobank Nederland and Trust Company.

Section 6.06. Counterparts. This Amendment may be executed in one
or more 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.

Section 6.07. Effect of Waiver. No consent or waiver, express or
implied, by Rabobank Nederland, the Agent or Trust Company to or for any breach
of or deviation from any covenant,

Second Amendment to Loan Documents - Page 15
141
condition or duty by the 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.

Section 6.08. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 6.10. Facility Fee. In consideration of Rabobank Nederland
agreeing to make the New Term Loan, the Borrower agrees to pay Rabobank
Nederland a facility fee in an amount equal to $10,000.00 on the date the New
Term Loan is made.

Executed as of the date first written above.

CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

By:
-----------------------------------------
▇.▇. ▇▇▇▇▇▇
Vice President of Borrower and
each Guarantor

Second Amendment to Loan Documents - Page 16
142
TRUST COMPANY BANK

By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

COOPERATIEVE CENTRALE RAIFEISSEN-
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH;
individually and as Agent

By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

Second Amendment to Loan Documents - Page 17
143
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ▇.▇. ▇▇▇▇▇▇, well known by me to be Vice President
of CAL-MAINE FOODS, INC., a Delaware corporation and, CAL-MAINE EGG PRODUCTS,
INC., a Delaware corporation and CAL-MAINE FARMS, INC., a Delaware corporation,
who acknowledged to me that he signed and delivered the above Second Amendment
to Loan Documents for and on behalf of said corporation after having been duly
authorized by said corporations so to do.

Given under my hand and official seal on this ____ day of November
1993.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me that he signed and delivered the above
Second Amendment to Loan Documents for and on behalf of said corporation after
having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of November
1993.

---------------------------------
Notary Public

Second Amendment to Loan Documents - Page 18
144

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me that he signed and delivered the above
Second Amendment to Loan Documents for and on behalf of said corporation after
having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of November
1993.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of COOPERATIEVE CENTRALE RAIFEISSEN-BOERENLEENBANK
B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized
under the laws of the Nederlands, who acknowledged to me that he signed and
delivered the above Second Amendment to Loan Documents for and on behalf of
said corporation after having been duly authorized by said corporation so to
do.

Second Amendment to Loan Documents - Page 19
145
Given under my hand and official seal on this ____ day of November
1993.
---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of COOPERATIEVE CENTRALE RAIFEISSEN-BOERENLEENBANK
B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized
under the laws of the Nederlands, who acknowledged to me that he signed and
delivered the above Second Amendment to Loan Documents for and on behalf of
said corporation after having been duly authorized by said corporation so to
do.

Given under my hand and official seal on this ____ day of November
1993.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

Second Amendment to Loan Documents - Page 20
146
Schedule 1 to Second Amendment to Loan Documents - Page 1 of 2
147
THIRD AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS THIRD AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as of
July 22, 1994, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE EGG
PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms" and
together with Egg Products herein referred to as the "Guarantors"), TRUST
COMPANY BANK ("Trust Company") and COOPERATIEVE CENTRALE RAIFEISSEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH ("Rabobank
Nederland") and Rabobank Nederland, as agent for itself and Trust Company (in
such capacity as agent, the "Agent").

RECITALS:

A.Borrower, Rabobank and Barclays Bank PLC (New York) ("Barclays") have
entered into that certain Amended and Restated Revolving Credit Agreement dated
as of May 29, 1990 (such 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"). Pursuant to
the Second Amendment to Amended and Restated Revolving Credit Agreement dated
October 1, 1991, Trust Company was substituted as a lender under the Revolving
Credit Agreement in the place of Barclays and Barclays is no longer a party to
the Revolving Credit Agreement.

B.The Borrower and Rabobank have entered into that certain Amended and
Restated Term Loan Agreement dated as of May 29, 1990 (as the same has been
amended, and as the same may be further amended or otherwise modified, herein
the "Term Loan Agreement").

C.The Borrower and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of December 1, 1987 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Egg Facility Reimbursement Agreement").

E.The Borrower has executed and delivered that certain Term Loan Note
dated November 5, 1993 payable to the order of Rabobank Nederland in the
original principal amount of $1,000,000 (as the same may be amended or
otherwise modified, therein the "New Term Note" and the New Term Note,
collectively with the Dairy Facility Reimbursement Agreement, the Revolving
Credit Agreement, the Term Loan Agreement and the Egg Facility Reimbursement
Agreement, herein the "Credit Agreements").
148
▇.▇▇ secure certain of the obligations and indebtedness of the Borrower
to each of Rabobank Nederland, Trust Company and the Agent under the Credit
Agreements and the other documents executed in connection therewith, the
Borrower, Sunnyside Eggs, Inc. ("Sunnyside") and the Guarantors executed
certain guaranties, security agreements, deeds of trust, assignment of
leasehold interests and mortgages (as more fully described and identified in
the Credit Agreements, and as the same have been or may hereafter be amended or
otherwise modified, all such guaranties, security agreements, deeds of trust,
assignment of leasehold interests and mortgages other than the Sunnyside
Guaranty and the Sunnyside Security Agreement, are herein referred as the
"Collateral Documents"). The Collateral Documents include, without limitation,
the deeds of trust, mortgages and assignment of leasehold interests described
on Schedule 1 hereto which are filed in the real property records of the
jurisdictions listed on Schedule 1 as indicated therein (the "Mortgages"). The
Mortgage filed in Reno County Kansas encumbers the real property described on
Schedule 2 hereto.

G.Sunnyside has dissolved and is no longer in existence and all of its
assets have been transferred to Borrower, subject to the Liens created by the
Sunnyside Security Agreement and, pursuant to the Second Amendment to Loan
Documents dated as of November 5, 1993, Borrower has assumed all of the
Obligations of Sunnyside under the Sunnyside Security Agreement.

▇.▇▇ facilitate the collateral arrangements contemplated by the
Collateral Documents, Rabobank Nederland and Barclays have entered into that
certain Intercreditor Agreement dated May 29, 1990 (as such agreement has been
and may hereafter be amended or otherwise modified, herein the "Intercreditor
Agreement"). Barclays assigned all its right, title and interest in and to the
Intercreditor Agreement to Trust Company and Barclays is no longer a party
thereto.

I.The Borrower has requested that Rabobank Nederland amend the Term
Loan Agreement to increase the term loan made pursuant thereto by $3,000,000
(such increase is referred to herein as the "Term Loan Increase").

▇.▇▇ order to induce Rabobank Nederland to make the Term Loan Increase,
the parties hereto now desire to enter into this Amendment.

Definitions

Section 1.01.Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Term Loan Agreement; provided that the term "Loan Documents" as used herein
and as previously used in the Prior Amendments (hereafter defined) shall have
the meaning as set forth in the Mortgage described as item (3) on Schedule 1
hereto.

ARTICLE II

Amendments to Term Loan Agreement

Section 2.01.Amendment to Section 1.01. Section 1.01 of the Term Loan
Agreement is hereby amended in its entirety to read as follows:

Section 1.01. The Advance. The Bank has made an advance to Borrower
on May 19, 1986 (the "Initial Closing Date") in the original principal amount
of Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Initial
Advance"). The Bank has made an advance to Borrower on the Closing Date (this
and certain other capitalized terms are defined in Section 7.01) in the amount
of Ten Million Six Hundred Three Thousand Five Hundred Dollars ($10,603,500)
(the "Additional Advance" and together with the Initial Advance herein the
"Previous Advances"). As of July 1, 1994, $8,944,000 of the principal amount
of the Previous Advances remains outstanding. The Bank agrees, on the terms
and conditions hereinafter set forth, to make one or more additional advances
(each such additional advance referred to herein as a "Tranche C Advance") to
the Borrower from and including the Third Closing Date to and including
December 31, 1995 in an aggregate amount not to exceed Three Million Dollars
($3,000,000); provided that after giving effect to each Tranche C Advance, the
aggregate principal amount of the Advance shall not exceed the Borrowing Base.
Once repaid, Tranche C Advances may not be reborrowed.

Section 2.02.Amendment to Section 1.02. Section 1.02 of the Term Loan
Agreement is hereby amended by the addition of the following subsections (c)
and (d):

(c)Each Tranche C Advance shall be made on at least two Business Days
notice from the Borrower to the Bank specifying the date (which shall be a
Business Day) and amount thereof and selecting the Interest Period or Periods
therefore pursuant to Section 1.03. Not later than 2:00 p.m. (New York City
time) on the date of each such advance and upon fulfillment of the conditions
set forth in Article III applicable to Tranche C Advances, the Bank will make
the applicable Tranche C Advance available to the Borrower in United States
dollars (i) in same day funds at the Bank's address referred to in Section 8.02
or (ii) by wire transfer of immediately available funds for the account of the
150
Borrower or such other person as the Borrower shall designate in
writing in a bank with an account in the Federal Reserve wire system. Each
Tranche C Advance will be made available per clause (i) unless the Borrower
shall designate in the notice referred to above in this subsection (c) the
information necessary for the Bank to wire the Tranche C Advance in accordance
with clause (ii). Each Tranche C Advance shall be in a minimum amount of Five
Hundred Thousand Dollars ($500,000).

(d)The notice specified in subsection (c) of this Section 1.02 shall be
irrevocable and binding on the Borrower and the Borrower will indemnify the
Bank against any loss or expense incurred by the Bank as a result of any
failure to fulfill on or before the date of each proposed Tranche C Advance the
conditions set forth in Article III applicable to Tranche C Advances
(including, without limitation, any loss [including loss of anticipated
profits] or expense incurred by the liquidation or reemployment of deposits or
other funds acquired by the Bank to fund the Tranche C Advance to be made by
the Bank if a Tranche C Advance, as a result of such failure, is not made on
the date such Tranche C Advance is requested).

Section 2.03.Amendment to Section 1.03. Section 1.03 of the Term Loan
Agreement is hereby amended in its entirety to read as follows:

Section 1.03. Interest. (a) Rate The unpaid principal amount of each
Fixed Rate Advance shall bear interest prior to maturity at the rate per annum
equal to Term Federal Funds Rate (hereafter defined) plus (i) in the case of
Fixed Rate Advances applicable to the Previous Advances, 1.65% and (ii) in the
case of Fixed Rate Advance applicable to the Tranche C Advances, 1.50%;
provided that such rate shall in no event be higher than the maximum interest
rate permitted by law. All past due principal and interest shall bear interest
at the Default Rate provided that such rate shall in no event be higher than
the maximum interest rate permitted by law.

(b) Payment of Interest. The Borrower shall pay interest on the
unpaid principal amount of the Advance quarterly on the last Business Day of
each June, September, December and March commencing June 29, 1990 until and
including March 31, 2000 and on June 30, 2000.

(c) Continuations. Subject to the terms and provisions hereof,
Borrower shall have the right from time to time to continue the Interest Period
relating to any Fixed Rate Advance for an Interest Period applicable to the
whole amount of such Fixed Rate Advance or an Interest Period applicable to the
aggregate amount of any Fixed Rate Advances or for different Interest Periods
relating to any portion of such Fixed Rate Advance (each such aggregation or
portion becoming a Fixed Rate Advance) by giving Bank notice by not later than
2:00 p.m (New York, New York time) one Business Day prior to the first day of
the applicable Interest Period, specifying: (i) the continuation date, (ii) the
151
amount of the Fixed Rate Advance or Fixed Rate Advances to be continued; and
(iii) the duration of the applicable Interest Period or Interest Periods. If
Borrower shall fail to give Bank the notice as specified above for continuation
prior to the end of an Interest Period, such Interest Period shall
automatically be continued on the last day thereof for an Interest Period of
thirty (30) days with the same principal amount of the Advance attributable
thereto.

(d) Definitions. As used in this Section 1.03 the following terms
shall have the following meaning:

"Fixed Rate Advance" means any principal portion of the Advance the
amount of which is selected by Borrower to be subject to an Interest Period in
accordance with clause (c) above or which is, prior to the Third Closing Date,
subject to an Interest Period; provided, however, (a) the principal amount of
each Fixed Rate Advance shall be in a minimum amount equal to $500,000, and (b)
Fixed Rate Advances applicable to the Previous Advances and the Tranche C
Advances shall be selected separately and no Fixe Rate Advance shall be made up
of principal outstanding under the Previous Advance and principal outstanding
under the Tranche C Advances.

"Interest Period" means with respect to any Fixed Rate Advance, each
period commencing on the date such advance is made and in the case of each
subsequent, successive Interest Period, the last day of the next proceeding
Interest Period with respect to such advance, and ending on the numerically
corresponding day in the first, third, sixth or twelfth month thereafter as
Borrower may select as provided in subsection (c) above or if the Bank shall,
in its sole discretion, determine that funds are available to it for periods
longer than twelve months, such longer period as the Borrower shall select
after consultation with the Bank. Notwithstanding the foregoing: (i) each
Interest Period which would otherwise end on a day which is not a Business Day
shall end on the next succeeding Business Day; (ii) no Interest Period
applicable to the Advance may extend beyond a principal repayment date unless,
after giving effect thereto, the aggregate principal amount of the Fixed Rate
Advances having Interest Periods that end after such principal payment date
shall be equal to or less than the principal amount of the Advance to be
outstanding hereunder after such principal repayment date; and (iii) any
Interest Period which would otherwise extend beyond June 30, 2000 shall end on
June 30, 2000.

"Term Federal Funds Rate" means the rate per annum at which the Bank,
as a branch of a foreign bank, in its sole discretion, can acquire federal
funds in the interbank term federal funds market in New York City through
brokers of recognized standing on the first day of the Interest Period for the
applicable Fixed Rate Advance for a period equal to such Interest Period for
such Fixed Rate Advance and in the amount of such Fixed Rate Advance. For
purposes of calculating the Default Rate, the applicable Interest Period shall
be one day and the applicable Fixed Rate Advance
152
shall be equal to the amounts which are to accrue interest at the
Default Rate.

Section 2.04.Amendment to Section 1.06. Section 1.06 of the Term Loan
Agreement is hereby amended by adding the following sentence to the end
thereof:

The proceeds of the Tranche C Advances shall be used to finance the
improvements to the in-line laying facility at the Borrower's Bethune, South
Carolina plant.

Section 2.05.Amendment to Article III. Article III of the Term Loan
Agreement is hereby amended by the addition of the following Sections 3.02 and
3.03:

Section 3.02. Conditions Precedent to the Initial Tranche C Advance.
The obligation of Bank to make the initial Tranche C Advance is subject to the
satisfaction of all the conditions set forth below on or before the Third
Closing Date:

(a)Each of the Loan Parties shall have performed in all material
respects all agreements which the Loan Documents provide shall be performed on
or before the Third Closing Date by such Loan Party.

(b)Borrower shall cause to be delivered to Bank the documents listed
below, each, unless otherwise noted, dated the Third Closing Date, duly
executed, in form and substance reasonably satisfactory to Bank and in
quantities designated by Bank (except for the Amended and Restated Note, of
which only the original shall be signed).

(1)An amended and restated promissory note in the maximum principal
amount of the Advance in the form of Exhibit A (the "Amended and Restated Term
Note" which Amended and Restated Term Note is a "Note" as defined herein).

(2)Certified copies of (i) resolutions of the Board of Directors of the
Borrower evidencing approval of that certain Third Amendment to Loan Documents
(including Modifications to Mortgages and Deeds of Trust) (the "Amendment"),
the Amended and Restated Term Note and each other Loan Document delivered in
connection with the Amendment to which it is a party (collectively the
"Amendment Documents"), and the matters contemplated thereby, (ii) resolutions
of each other Loan Party evidencing approval of each Amendment Document to
which it is a party and the matters contemplated thereby, and (iii) all
documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to each such Amendment Document;

(3)A certificate of the Secretary or an Assistant Secretary of each
Loan Party certifying the names and true signatures of the officers of such
Loan Party authorized to sign each Amendment Document to which it is a party to
the extent such officers have changed since the Closing Date. The Bank may
conclusively rely on each such certificate until it shall receive a further
153
certificate of the Secretary or an Assistant Secretary of the
respective Loan Party canceling, amending or replacing the prior certificate;
and

(4)A favorable opinion of counsel for the Loan Parties, in form and
substance acceptable to the Bank and addressing such matters as the Bank may
reasonably request.

(c)The Bank shall have received a fee in the amount of Thirty Thousand
Dollars ($30,000) payable by the Borrower to the Bank in United States dollars
and in immediately available funds in consideration for the Bank's commitment
to make the Tranche C Advances available to the Borrower.

Section 3.03.Conditions Precedent to All Tranche C Advances. The
obligation of the Bank to make each Tranche C Advance (including the initial
Tranche C Advance) shall be subject to the further conditions precedent that on
the date of each such Tranche C Advance, both immediately before and
immediately after given effect thereto, (a) the following statements shall be
true and the acceptance by the Borrower of the proceeds of each such Tranche C
Advance shall constitute a representation and warranty by each Loan Party (as
to each Loan Document to which it is a party), that:

(i)The representations and warranties contained in this Agreement and
contained in each other Loan Document are correct on and as of the date of such
Tranche C Advance as though made on and as of the such date,

(ii)No event has occurred and is continuing, or would result from such
Tranche C Advance which constitutes an Event of Default or would constitute an
Event of Default but for the requirement that notice be given or time elapse or
both,

(iii)The aggregate principal amount of the Advance outstanding, after
giving effect to such Tranche C Advance, does not exceed the Borrowing Base.

and (b) the Bank shall have received such other approvals, opinions or
documents as it may reasonably request.

Section 2.06.Amendment to Section 4.01(k). Section 4.01(k) of the Term
Loan Agreement is hereby amended to add the following sentence to the end
hereof:

The proceeds of the Tranche C Advances shall be used to finance
improvements to the in-line laying facility at the Borrower's Bethune, South
Carolina plant.

Section 2.07.Amendment to Section 6.01. The phrase "Additional
Advance" as used in Section 6.01 of the Term Loan Agreement is hereby amended
to mean, for purposes of Section 6.01 only, the Tranche C Advances.
154
Section 2.08.Amendment to Existing Definitions in Section 7.01. The
definition of the quoted terms set forth below which are set out in Section
7.01 of the Term Loan Agreement are hereby amended in their entirety to read as
follows:

"Advance" means, collectively the Previous Advances and the Tranche C
Advances.

"Interest Period" has the meaning set forth in Section 1.03.

"Note" means the note described in Section 1.05, and all amendments,
restatements, extensions and other modifications thereof.

"Term Federal Funds Rate" has the meaning set forth in Section 1.03.

Section 2.09.Addition of Defined Terms to Section 7.10 . Section 7.01
of the Term Loan Agreement is further amended by the addition of the following
definitions:

"Fixed Rate Advance" has the meaning set forth in Section 1.03.

"Previous Advances" has the meaning set forth in Section 1.01.

"Tranche C Advance" has the meaning set forth in Section 1.01.

"Third Closing Date" means July 22, 1994.

Section 2.10.Amendment to Section 8.04(b). The phrase "the Interest
Period" in the sixth line of Section 8.04(b) of the Term Loan Agreement is
hereby amended to read "an Interest Period".

Section 2.11. Amendment to Exhibit A. Exhibit A to the Term Loan
Agreement is amended in its entirety to read as set forth on Exhibit A attached
hereto.

ARTICLE III

Amendments to Collateral Documents
(Including the Mortgages)

Section 3.01.Amendment to Obligations. Effective as of the date
hereof, each Collateral Document (including the Mortgages) is hereby amended to
provide that the obligations secured or guaranteed thereby include without
limitation, the obligations, indebtedness and liability of the Borrower arising
in connection with the Term Loan Increase, under this Amendment and under the
Amended and Restated Term Note, whether for principal, interest, fees
(including attorneys' fees), premium, commissions, expenses or otherwise
(collectively, the "New Obligations") and in furtherance of the foregoing, the
parties hereto agree to and acknowledge the following:
155
(a)The term "Credit Agreements" as defined in each Collateral Document
includes, without limitation, the Term Loan Agreement as amended hereby; the
term "Loan Documents", as defined in each Collateral Document includes, without
limitation, this Amendment and the Amended and Restated Term Note; the term
"Term Loan Advance" and the term "Advances" as defined in each Collateral
Document includes, without limitation, each Tranche C Advance; and the term
"Notes" as defined in each Collateral Document includes, without limitation,
the Amended and Restated Term Note.

(b)The term "Obligations" as defined in each Collateral Document
includes, without limitation, the "New Obligations".

(c)The Collateral Pledge Agreement dated October 17, 1984, executed by
Borrower, Cal-Maine Farms and Egg Products, as the same has been amended, shall
secure, in addition to the other obligations secured thereby, the New
Obligations and upon any Event of Default, the Agent shall have the right, but
not the duty, to exercise all remedies provided for in the Collateral Pledge
Agreement on behalf of Trust Company and itself.

Section 3.02.Amendment to Borrower Security Agreement. Schedule 1 to the
Borrower Security Agreement is hereby amended to read in its entirety as set
forth on Schedule 3 hereto.

Section 3.03Ratification of Assignment of Leasehold. The Borrower and each
Guarantor agree and acknowledge that the term "Collateral Documents" as defined
in that certain Amendment to Loan Documents dated May 1, 1992 among Sunnyside
and the parties hereto incudes, without limitation, that certain Assignment of
Leasehold Interests described as item (5) in Schedule 1 hereto.

ARTICLE IV

Amendment to Intercreditor Agreement

Section 4.01.Amendment to Intercreditor Agreement. Effective as of the
date hereof, the following definitions contained in the Intercreditor Agreement
are hereby amended as follows:

(a)The term "Obligations", as defined in the Intercreditor Agreement,
is hereby amended to include, without limitation, the New Obligations.

(b)The term "Credit Agreements", as defined in the Intercreditor
Agreement, is hereby amended to include, without limitation, the Term Loan
Agreement as amended by this Amendment.

(c)The term "Loan Documents", as defined in the Intercreditor Agreement
is hereby amended to include, without limitation, this Amendment and the
Amended and Restated Term Note.

(d)The term "Term Obligations", as defined in the Intercreditor
Agreement is hereby amended to include, without limitation, the New
Obligations.
156
ARTICLE V

Ratifications, Representations and Warranties

Section 5.01.Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Loan Documents 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
Amendment to Loan Documents dated May 1, 1992 and that certain Second Amendment
to Loan Documents dated November 5, 1993, both as filed in the real property
records where the Mortgages are filed as described on Schedule 1 [the "Previous
Amendments"] and each of which are hereby incorporated herein by this reference
as if set forth herein in their entirety) 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 and no party hereto has any claims, offsets, defenses or
counterclaims to the terms and provisions of the Loan Documents or arising out
of any acts or omissions of any party with respect thereto. Each of the
parties hereto agree that the Loan Documents, as amended hereby and by the
other Previous Amendments, shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms.

Section 5.02.Representations and Warranties. To induce Rabobank
Nederland and Trust Company to modify the Loan Documents as herein set forth,
the Borrower and each Guarantor represents and warrants to Rabobank Nederland
and Trust Company that:

(a)The representations and warranties of the 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.

(c)The execution, delivery, and performance by it of this Amendment and
the Amended and Restated Term Note, as applicable, have been duly authorized by
all requisite action on its part and do not and will not violate or conflict
with its articles of incorporation or bylaws or any law, rule, or regulation or
any order, writ, injunction, or decree of any court, governmental authority, or
arbitrator, and do not and will not conflict with, result in a breach of, or
constitute a default under, or result in the creation or imposition of any Lien
(except as provided herein) upon any of its revenues or assets pursuant to the
157
provisions of any indenture, mortgage, deed of trust, security
agreement, franchise, permit, license, or other instrument or agreement by
which it or any of its properties is bound.

(d)This Amendment and the Amended and Restated Term Note constitute its
legal, valid, and binding obligations, enforceable in accordance with their
respective terms, except as limited by bankruptcy, insolvency, or other laws of
general application relating to the enforcement of creditor's rights.

(f)No statement, information, report, representation, or warranty made
by it in this Amendment or furnished to Rabobank Nederland or Trust Company in
connection with this Amendment or any of the transactions contemplated hereby
contains any untrue statement of a material fact or omits to state any material
fact necessary to make the statements herein or therein not misleading. There
is no fact known to it which has a material adverse effect, or which might in
the future have a material adverse effect, on its business, condition
(financial or otherwise), operations, prospects, or properties that has not
been disclosed in writing to Rabobank Nederland and Trust Company.

ARTICLE VI

Miscellaneous

Section 6.01.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 Rabobank
Nederland or Trust Company or any closing shall affect the representations and
warranties or the right of Rabobank Nederland or Trust Company to rely upon
them.

Section 6.02.Reference to Loan Documents. Each of the Loan Documents
are hereby amended so that any reference in such Loan Documents to the Loan
Documents amended hereby shall mean a reference to such Loan Documents as
amended hereby.

Section 6.03.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.

Section 6.04.Applicable Law. This Amendment shall be governed by and
construed in accordance with the laws of the state of New York except to the
extent that the provisions of the Loan Documents are governed by the laws of
another state, the
158
amendment to those provisions pursuant hereto shall be governed by the
laws of such other state.

Section 6.05.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 the Borrower nor any Guarantor may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of Rabobank Nederland and Trust Company.

Section 6.06.Counterparts. This Amendment may be executed in one or
more 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.

Section 6.07.Effect of Waiver. No consent or waiver, express or
implied, by Rabobank Nederland, the Agent or Trust Company to or for any breach
of or deviation from any covenant, condition or duty by the 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.

Section 6.08.Headings. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 6.09.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 this Amendment, and may
not be contradicted or varied by evidence of prior, contemporaneous or
subsequent oral agreements or discussions of the parties hereto.
159
Executed as of the date first written above.

Attest: CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

BY:
----------------------------------------------------- -------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, III ▇. ▇. ▇▇▇▇▇▇
Assistant Secretary Vice President of Borrower and each
Guarantor
(Seal of Cal-Maine Foods)

(Seal of Cal-Maine Farms)

(Seal of Cal-Maine Egg Products, Inc.)

Signed and acknowledged in the presence of:

-----------------------------------------------------
Witness

160

Signed and acknowledged in the presence of: TRUST COMPANY BANK

-----------------------------------------------------
Witness BY:
-------------------------------------------------
Name:
--------------------------------------
Title:
----------------------------------------------------- --------------------------------------
Witness

BY:
-------------------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------

Signed and acknowledged in the presence of: COOPERATIEVE CENTRALE RAIFEISSEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH; individually
and as Agent

By:
-------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------------------- Vice President
Witness

-----------------------------------------------------
Witness By:
-------------------------------------------------
Name:
--------------------------------------------
Title:
-------------------------------------------

161
STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, ▇.▇. ▇▇▇▇▇▇, well known by me to be Vice President
of CAL-MAINE FOODS, INC., a Delaware corporation and, CAL-MAINE EGG PRODUCTS,
INC., a Delaware corporation and CAL-MAINE FARMS, INC., a Delaware corporation,
who acknowledged to me, being informed of the contents hereof, that he signed,
executed and delivered the above Third Amendment to Loan Documents for and on
behalf of said corporation voluntarily and for the consideration, uses and
purposes therein mentioned after having been duly authorized by said
corporations so to do.

Given under my hand and official seal on this ____ day of July 1994.

Notary Public

My Commission Expires:

STATE OF MISSISSIPPI Section
Section
COUNTY OF ▇▇▇▇▇ Section

I, _______________, a Notary Public in and for said County and State,
certify that ▇▇▇▇▇ ▇. ▇▇▇▇▇, III personally appeared before me this day and
acknowledged that he is an Assistant Secretary of CAL-MAINE FOODS, INC.,
CAL-MAINE EGG PRODUCTS, INC. AND CAL-MAINE FARMS, INC., each a Delaware
corporation, and that by authority duly given and as the act of each
corporation, the foregoing instrument was signed in each such corporations'
name by its Vice President, sealed with its corporate seal and attested by
himself as Assistant Secretary of each such corporation.

WITNESS my hand and notarial seal, this the _______ day of _________,
1994.

(S E A L)
Notary Public - State of
My Commission Expires:

Printed Name of Notary Public
▇▇▇
▇▇▇▇▇ ▇▇ ____________▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇ OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of July 1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of July 1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
163
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, well known by me to be a Vice
President of COOPERATIEVE CENTRALE RAIFEISSEN-BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH, a banking cooperative organized under the laws of
the Netherlands, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of July 1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known
by me to be ________________________, of COOPERATIEVE CENTRALE
RAIFEISSEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking
cooperative organized under the laws of the Netherlands, who acknowledged to
me, being informed of the contents hereof, that he signed, executed and
delivered the above Third Amendment to Loan Documents for and on behalf of said
corporation voluntarily and for the consideration, uses and purposes therein
mentioned after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of July 1994.

Notary Public

My Commission Expires:
▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TO LOAN DOCUMENTS

THIS FOURTH AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as of
December 31, 1994, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE
EGG PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"
and together with Egg Products herein referred to as the "Guarantors"), TRUST
COMPANY BANK ("Trust Company") and COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH ("Rabobank") and
Rabobank, as agent for itself and Trust Company (in such capacity as agent, the
"Agent").

RECITALS:

A.Borrower, Rabobank and Barclays Bank PLC (New York) ("Barclays") have
entered into that certain Amended and Restated Revolving Credit Agreement dated
as of May 29, 1990 (such 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"). Pursuant to
the Second Amendment to Amended and Restated Revolving Credit Agreement dated
October 1, 1991, Trust Company was substituted as a lender under the Revolving
Credit Agreement in the place of Barclays and Barclays is no longer a party to
the Revolving Credit Agreement.

B.The Borrower and Rabobank have entered into that certain Amended and
Restated Term Loan Agreement dated as of May 29, 1990 (as the same has been
amended, and as the same may be further amended or otherwise modified, herein
the "Term Loan Agreement").

C.The Borrower and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of December 1, 1987 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Egg Facility Reimbursement Agreement").

D.The Borrower and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of May 1, 1992 (as the same may be
amended or otherwise modified, herein the "Dairy Facility Reimbursement
Agreement" and the Dairy Facility Reimbursement Agreement collectively with the
Revolving Credit Agreement, the Term Loan Agreement and the Egg Facility
Reimbursement Agreement, herein the "Credit Agreements").

E.The Borrower has executed and delivered that certain Term Loan Note
dated November 5, 1993 payable to the order of Rabobank in the original
principal amount of $1,000,000 (as the same may be amended or otherwise
modified, therein the "New Term Note").
165
▇.▇▇ secure certain of the obligations and indebtedness of the Borrower
to each of Rabobank, Trust Company and the Agent under the Credit Agreements,
the New Term Note and the other documents executed in connection therewith, the
Borrower, Sunnyside Eggs, Inc. ("Sunnyside") and the Guarantors executed
certain guaranties, security agreements, deeds of trust, assignment of
leasehold interests and mortgages (as more fully described and identified in
the Credit Agreements, and as the same have been or may hereafter be amended or
otherwise modified, all such guaranties, security agreements, deeds of trust,
assignment of leasehold interests and mortgages other than the Sunnyside
Guaranty and the Sunnyside Security Agreement, are herein referred as the
"Collateral Documents"). The Collateral Documents include, without limitation,
the deeds of trust, mortgages and assignment of leasehold interests described
on Schedule 1 hereto which are filed in the real property records of the
jurisdictions listed on Schedule 1 as indicated therein (the "Mortgages"). The
Mortgage filed in Reno County Kansas encumbers the real property described on
Schedule 2 hereto.

▇.▇▇ facilitate the collateral arrangements contemplated by the
Collateral Documents, Rabobank and Barclays have entered into that certain
Intercreditor Agreement dated May 29, 1990 (as such agreement has been and may
hereafter be amended or otherwise modified, herein the "Intercreditor
Agreement"). Barclays assigned all its right, title and interest in and to the
Intercreditor Agreement to Trust Company and Barclays is no longer a party
thereto.

I.The Borrower has requested that Rabobank and Trust Company amend the
Revolving Credit Agreement to extend the Termination Date thereunder and amend
all the Credit Agreements to change the cash flow coverage ratio covenant set
forth therein. In order to induce Rabobank and Trust Company to agree to such
amendments, the parties hereto now desire to enter into this Amendment.

ARTICLE I

Definitions

Section 1.01.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;
166
provided that the term "Loan Documents" as used herein shall have the
meaning as set forth in the Mortgage described as item (3) on Schedule 1
hereto.

ARTICLE II

Amendments

Section 2.01.Amendment to Section 7.01 of the Revolving Credit
Agreement. The definition of the term "Termination Date" set forth in Section
7.01 of the Revolving Credit Agreement is hereby amended in its entirety to
read as follows:

"Termination Date" means December 31, 1996 or the earlier date of the
termination in whole of the Commitment pursuant to Sections 1.04 or 6.02.

Section ▇.▇▇.▇▇▇▇ Flow Coverage Ratio. The positive cash flow coverage
ratio covenant added to each of the Credit Agreements pursuant to that certain
Second Amendment to Loan Documents (including modifications to Mortgages and
Deeds of Trust) dated November 15, 1993 among the parties hereto, is hereby
amended in each Credit Agreement to read in its entirety as follows:

Cash Flow Coverage Ratio. Maintain a ratio of Operating Cash Flow to
Fixed Charges of 1.25 to 1.0. As used herein the following terms shall have
the following meanings:

"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: (i) all cash interest paid or payable for
such period; and (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).

"Operating Cash Flow" means, as of any date of determination, the sum
of (A) plus (B), with

(A) equal to the quotient obtained by dividing by 3 the sum of (i) the
net income of Borrower and the Subsidiaries determined on a consolidated basis
for the completed twelve quarter period immediately proceeding the date of
determination plus (ii), to the extent deducted in determining net income, all
cash franchise and income taxes paid or payable by Borrower and the
Subsidiaries during the completed twelve quarter period immediately proceeding
the date of determination and with

(B) equal to the sum of, but without duplication and only in each case
to the extent deducted in determining net income, (i) depreciation and
amortization expenses for the completed four quarter period immediately
proceeding the date of determination; plus (ii) all cash interest paid or
payable by Borrower and the
167
Subsidiaries for the completed fourth quarter period immediately
proceeding the date of determination;

ARTICLE III

Ratifications, Representations and Warranties

Section 3.01.Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Loan Documents 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
Amendment to Loan Documents dated May 1, 1992, that certain Second Amendment to
Loan Documents dated November 5, 1993 and that certain Third Amendment to Loan
Documents dated July 22, 1994, all as filed in the real property records where
the Mortgages are filed as described on Schedule 1 [the "Previous Amendments"]
and each of which are hereby incorporated herein by this reference as if set
forth herein in their entirety) 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 and no party hereto has any claims, offsets, defenses or
counterclaims to the terms and provisions of the Loan Documents or arising out
of any acts or omissions of any party with respect thereto. Each of the
parties hereto agree that the Loan Documents, as amended hereby and by the
other Previous Amendments, shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms.

Section 3.02.Representations and Warranties. To induce Rabobank and
Trust Company to modify the Loan Documents as herein set forth, the Borrower
and each Guarantor represents and warrants to Rabobank and Trust Company that:

(a)The representations and warranties of the 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.

(c)The execution, delivery, and performance by it of this Amendment
have been duly authorized by all requisite action on its part and do not and
will not violate or conflict with its articles of incorporation or bylaws or
any law, rule, or regulation or any order, writ, injunction, or decree of any
court, governmental authority, or arbitrator, and do not and will
168
not conflict with, result in a breach of, or constitute a default
under, or result in the creation or imposition of any Lien (except as provided
herein) upon any of its revenues or assets pursuant to the provisions of any
indenture, mortgage, deed of trust, security agreement, franchise, permit,
license, or other instrument or agreement by which it or any of its properties
is bound.

(d)This Amendment constitutes its legal, valid, and binding
obligations, enforceable in accordance with their respective terms, except as
limited by bankruptcy, insolvency, or other laws of general application
relating to the enforcement of creditor's rights.

(f)No statement, information, report, representation, or warranty made
by it in this Amendment or furnished to Rabobank or Trust Company in connection
with this Amendment or any of the transactions contemplated hereby contains any
untrue statement of a material fact or omits to state any material fact
necessary to make the statements herein or therein not misleading. There is no
fact known to it which has a material adverse effect, or which might in the
future have a material adverse effect, on its business, condition (financial or
otherwise), operations, prospects, or properties that has not been disclosed in
writing to Rabobank and Trust Company.

ARTICLE VI

Miscellaneous

Section 4.01.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 Rabobank or
Trust Company or any closing shall affect the representations and warranties or
the right of Rabobank or Trust Company to rely upon them.

Section 4.02.Reference to Credit Agreements. Each of the Loan
Documents are hereby amended so that any reference in such Loan Documents to
the Credit Agreements shall mean a reference to such Credit Agreements as
amended hereby.

Section 4.03.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
169
this Amendment and the effect thereof shall be confined to the
provision so held to be invalid or unenforceable.

Section 4.04.Applicable Law. This Amendment shall be governed by and
construed in accordance with the laws of the state of New York except to the
extent that the provisions of the Loan Documents are governed by the laws of
another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

Section 4.05.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 the Borrower nor any Guarantor may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of Rabobank and Trust Company.

Section 4.06.Counterparts. This Amendment may be executed in one or
more 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.

Section 4.07.Effect of Waiver. No consent or waiver, express or
implied, by Rabobank, the Agent or Trust Company to or for any breach of or
deviation from any covenant, condition or duty by the 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.

Section 4.08.Headings. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 4.09.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 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.
170

Attest: CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

(Seal of Cal-Maine Farms)

(Seal of Cal-Maine Egg Products, Inc.)

Signed and acknowledged in the presence of:

-----------------------------------------------------
Witness

171

Signed and acknowledged in the presence of: TRUST COMPANY BANK

BY:
-------------------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------

Signed and acknowledged in the presence of: COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH; individually
and as Agent

By:
-------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------------------- Vice President
Witness

172
STATE OF ____________Section
Section
COUNTY OF ___________Section

Given under my hand and official seal on this ____ day of December
1994.

Notary Public

My Commission Expires:

STATE OF MISSISSIPPI Section
Section
COUNTY OF ▇▇▇▇▇ Section

WITNESS my hand and notarial seal, this the _______ day of December
1994.

(S E A L)
Notary Public - State of
My Commission Expires:

Printed Name of Notary Public
▇▇▇
▇▇▇▇▇ ▇▇ ____________▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇ OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of December
1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of December
1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
174
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, well known by me to be a Vice
President of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH, a banking cooperative organized under the laws of
the Netherlands, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of December
1994.

Notary Public

My Commission Expires:

STATE OF ____________Section
Section
COUNTY OF ___________Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized
under the laws of the Netherlands, who acknowledged to me, being informed of
the contents hereof, that he signed, executed and delivered the above Third
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of December
1994.

Notary Public

My Commission Expires:
175

FIFTH AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS FIFTH AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as of
April 14, 1995, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE EGG
PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms" and
together with Egg Products herein referred to as the "Guarantors"), TRUST
COMPANY BANK ("TCB"), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH ("Rabobank"), ▇▇▇▇▇▇ TRUST AND SAVINGS
BANK ("▇▇▇▇▇▇" and collectively with Rabobank and Trust Company, herein the
"Banks") and Rabobank, as agent for itself and TCB (in such capacity as agent,
the "Agent").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") have entered into that certain Amended and Restated Revolving
Credit Agreement dated as of May 29, 1990 (such 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"). Pursuant to the Second Amendment to Amended and Restated
Revolving Credit Agreement dated October 1, 1991, TCB was substituted as a
lender under the Revolving Credit Agreement in the place of Barclays and
Barclays is no longer a party to the Revolving Credit Agreement.

E. The Borrower has executed and delivered that certain Term Loan
Note dated November 5, 1993 payable to the order of Rabobank in the original
principal amount of $1,000,000 (as the same may be amended or otherwise
modified, therein the "New Term Note" and the New Term Note, collectively with
the Dairy Facility Reimbursement Agreement, the Revolving Credit Agreement, the
Term Loan Agreement and the Egg Facility Reimbursement Agreement, herein the
"Existing Credit Agreements").
176

F. To secure certain of the obligations and indebtedness of the
Borrower to each of Rabobank, TCB and the Agent under the Existing Credit
Agreements and the other documents executed in connection therewith, the
Borrower and the Guarantors executed certain guaranties, security agreements,
deeds of trust, assignment of leasehold interests and mortgages (as more fully
described and identified in the Existing Credit Agreements, and as the same
have been or may hereafter be amended or otherwise modified, all such
guaranties, security agreements, deeds of trust, assignment of leasehold
interests and mortgages are herein referred as the "Collateral Documents"; the
properties in which liens are granted pursuant thereto, herein the
"Collateral"; all the Collateral Documents excluding the deed of trust
described as item (4) on Schedule 1 hereto and the assignments of leasehold
interest described as items (5) and (6) on Schedule 1 hereto, herein the
"Shared Collateral Documents"; and the properties in which liens are granted
pursuant to the Shared Collateral Documents herein the "Shared Collateral").
The Collateral Documents include, without limitation, the deeds of trust,
mortgages and assignments of leasehold interest described on Schedule 1 hereto
which are filed in the real property records of the jurisdictions listed on
Schedule 1 as indicated therein (the "Mortgages"). The Mortgage filed in Reno
County Kansas encumbers the real property described on Schedule 2 hereto.

G. To facilitate the collateral arrangements contemplated by the
Shared Collateral Documents, Rabobank and Barclays have entered into that
certain Intercreditor Agreement dated May 29, 1990 (as such agreement has been
and may hereafter be amended or otherwise modified, herein the "Original
Intercreditor Agreement"). Barclays assigned all its right, title and interest
in and to the Original Intercreditor Agreement to TCB and Barclays is no longer
a party thereto.

H. The Borrower and the Guarantors have requested that ▇▇▇▇▇▇
extend credit to Borrower pursuant to that certain Facility Agreement dated the
date hereof (as the same may be amended, herein the "▇▇▇▇▇▇ Credit Agreement"
and collectively with the Existing Credit Agreements, herein the "Credit
Agreements").

I. To induce ▇▇▇▇▇▇ to extend credit under the ▇▇▇▇▇▇ Credit
Agreement from time to time, Borrower and Guarantors have agreed to provide
liens in the Shared Collateral to secure the obligations, indebtedness and
liabilities of the Borrower and Guarantors to ▇▇▇▇▇▇ arising under the ▇▇▇▇▇▇
Credit Agreement and the documents executed pursuant thereto and to facilitate
the foregoing the Banks have entered into that certain Amended and Restated
Intercreditor Agreement dated the date hereof (the "New Intercreditor
Agreement") to amend and restated the Original Intercreditor Agreement in its
entirety so that Rabobank is appointed as agent for not only itself and TCB but
also for ▇▇▇▇▇▇ with respect to the Shared Collateral and the Shared Collateral
Documents and to set forth the Bank's respective rights and interests in and to
the Shared Collateral.

J. The Borrower, the Banks and Agent desire to entre into this
Amendment to amend the Loan Documents (as defined below), for among other
purposes, to provide that the obligations, indebtedness and liabilities owed to
▇▇▇▇▇▇ under the ▇▇▇▇▇▇ Credit Agreement are secured by the Shared Collateral
and to induce Rabobank, the Agent and TCB to agree to the foregoing.
177
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:

ARTICLE I

Definitions

Section 1.01. 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; provided that the term "Loan
Documents" as used herein shall have the meaning as set forth in the New
Intercreditor Agreement.

ARTICLE II

Amendments to Revolving Credit Agreement

Section 2.01. Amendment to Section 1.01. Effective as of the date
hereof, Section 1.01 of the Revolving Credit Agreement is hereby amended in its
entirety to read as follows:

SECTION 1.01 The Advances. Each Bank severally agrees, on
the terms and conditions hereinafter set forth, to make advances
(such advances, collectively with the Existing Advances herein the
"Advances") to the Borrower from time to time during the period from
the date hereof to and including the Termination Date (this and
certain other capitalized terms are defined in Section
7.01), provided that (a) at any time the aggregate outstanding amount
of the Advances and Credit Liabilities shall not exceed the lesser of
(i) the Revolving Credit Commitments, as such amount may be reduced
pursuant to Section 1.04, or (ii) the sum of the Borrowing Base minus
the aggregate outstanding principal amount of advances made by ▇▇▇▇▇▇
Trust and Savings Bank to Borrower under the terms of that certain
Facility Agreement dated April 14, 1995 (the sum of the foregoing,
herein the "Adjusted Borrowing Base"); (b) at any time the aggregate
outstanding amount of a Bank's Advances and its Pro Rata Part
(determined based on the Revolving Credit Commitments) of the Credit
Liabilities shall not exceed its Revolving Credit Commitment; and (c)
at all times the aggregate outstanding amount of the advances made by
a Bank shall never be less than an amount equal to the sum of its Pro
Rata Part (determined based on the Revolving Credit Commitments) of
the then aggregate outstanding amount of all Advances minus up to
$500,000.00. Each Advance shall be in an amount not less than
$250,000.00. Each Bank, subject to the other terms hereof, shall have
an obligation to make only the Advances requested from such Bank by
Borrower, whether or not the other Bank makes its Advances to
Borrower. Within the limits of the Revolving Credit Commitments, the
Borrower may borrow, prepay pursuant to Section 2.02 and reborrow
under this Section 1.01.
178
Section 2.02 Amendment to Sections 2.02(a), 3.02(a)(iii) and
3.02(a)(iv). Effective as of the date hereof, the term "Borrowing Base", as
used in each place it appears in Sections 2.02(a), 3.02(a)(iii) and 3.02(a)(iv)
of the Revolving Credit Agreement is hereby amended to mean the "Adjusted
Borrowing Base" as defined in Section 1.01 of the Revolving Credit Agreement,
as amended hereby.

Section 2.03 Amendment to Section 7.01. Effective as of the date
hereof, the definition of the term "Pro Rata Part" in Section 7.01 of the
Revolving Credit Agreement is hereby amended so that (a) the term "Borrowing
Base", as used in each place it appears in such definition means the "Adjusted
Borrowing Base" as defined in Section 1.01 of the Revolving Credit Agreement,
as amended hereby and (b) the phrase "as well as with respect to proceeds of
Collateral" set forth in clause (b) thereof is deleted therefrom.

Section 2.04 Amendment to Exhibits. Exhibit F to the Revolving
Credit Agreement is hereby amended in its entirety to read as set forth on
Exhibit A hereto.

ARTICLE III

Amendments to Collateral Documents
(Including the Mortgages)

Section 3.01. Amendment to Share Collateral Document. Effective as
of the date hereof, each Shared Collateral Document is hereby amended to
provide that, subject to the provisions of Subsection 3.01(b) below, the
obligations secured or guaranteed thereby include without limitation, the
obligations, indebtedness and liabilities of the Borrower and Guarantors
arising under or in connection with this Amendment, the ▇▇▇▇▇▇ Credit Agreement
and the Loan Documents relating thereto, whether for principal, interest, fees
(including attorneys' fees), premium, commissions, expenses or otherwise
(collectively, the "New Obligations") and in furtherance of the foregoing, the
parties hereto agree to and acknowledge the following:

(a) The term "Credit Agreements" as defined in each
Shared Collateral Document includes, without limitation, the
▇▇▇▇▇▇ Credit Agreement as the same may be amended; the term "Loan
Documents", as defined in each Shared Collateral Document includes,
without limitation, the ▇▇▇▇▇▇ Credit Agreement and the promissory
note executed pursuant to the ▇▇▇▇▇▇ Credit Agreement; the term
"Advances" as defined in each Shared Collateral Document includes,
without limitation, advances made under the terms of the ▇▇▇▇▇▇ Credit
Agreement; and the term "Notes" as defined in each Shared Collateral
Document includes, without limitation, the promissory note executed
pursuant to the ▇▇▇▇▇▇ Credit Agreement.

(b) The term "Obligations" as defined in each Shared
Collateral Document includes, without limitation, the "New
Obligations"; provided however, if as of January 1, 1996, ▇▇▇▇▇▇
has not provided the Borrower with a committed line of credit on
substantially the same terms as the line of credit provided under the
Revolving Credit Agreement or such other terms as may be approved by
TCB and

179
Rabobank, then as of such date and at all times thereafter the term
"Obligations" as defined in each Shared Collateral Documents shall
not (notwithstanding anything to the contrary) include a principal
amount of obligations owed to ▇▇▇▇▇▇ under the ▇▇▇▇▇▇ Credit
Agreement in excess of the sum of (i) the principal amount of
the obligations owed to ▇▇▇▇▇▇ under the ▇▇▇▇▇▇ Credit Agreement as of
January 1, 1996 minus (ii) the aggregate amount of all principal
repayments made on the obligations owed under the ▇▇▇▇▇▇ Credit
Agreement since January 1, 1996 without giving effect to any increases
in such principal amount after January 1, 1996.

(c) The Collateral Pledge Agreement dated October
17, 1984, executed by Borrower, Cal-Maine Farms and Egg
Products, as the same has been amended, shall secure, in addition to
the other obligations secured thereby, the New Obligations and upon
any Event of Default, the Agent shall have the right, but not the
duty, to exercise all remedies provided for in the Collateral Pledge
Agreement on behalf of the Banks.

(d) The terms "Banks" and "Creditors" as defined and used
in each Shared Collateral Document and whether used in the
singular or the plural, include TCB, Rabobank and ▇▇▇▇▇▇.

(e) The term "Event of Default" as defined and used in
each Shared Collateral Document includes, without limitation,
an "Event of Default" as defined in the ▇▇▇▇▇▇ Credit Agreement.

(f) The term "Intercreditor Agreement" as defined and used
in each Shared Collateral Document means the New Intercreditor
Agreement.

Notwithstanding the foregoing, for purposes of the exception in the
last "Whereas" clause on page 4 of the New Mortgages (as defined in the Term
Loan Agreement) relating to property located in Alabama only, the ▇▇▇▇▇▇ Credit
Agreement and the promissory note executed in connection therewith shall be
deemed to be part of the Revolving Credit Agreement and the Revolving Credit
Notes.

Section 3.02. Amendment to Collateral Document. Effective as of
the date hereof, each Collateral Document is hereby amended, so that the term
"Loan Documents" as used therein, includes, without limitation, this Amendment.

ARTICLE IV

Ratifications, Representations and Warranties

Section 4.01. Ratifications. The terms and provisions set forth
in this Amendment shall modify and supersede all inconsistent terms and
provisions set forth in the Loan Documents 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 Amendment to Loan Documents dated May 1, 1992, that certain Second
Amendment to Loan Documents dated November 5, 1993 and that certain
180
Third Amendment to Loan Documents dated July 22, 1994, all as filed in the real
property records where the Mortgages are filed as described on Schedule 1 and
that certain Fourth Amendment to Loan Documents dated December 31, 1994 which
is attached hereto as Exhibit B, [collectively, the "Previous Amendments"] and
each of which are hereby incorporated herein by this reference as if set forth
herein in their entirety) 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 and no party hereto has any claims, offsets, defenses or
counterclaims to the terms and provisions of the Loan Documents or arising out
of any acts or omissions of any party with respect thereto. Each of the
parties hereto agree that 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.

Section 4.02. Representations and Warranties. To induce Rabobank
and TCB to modify the Loan Documents as herein set forth and to induce ▇▇▇▇▇▇
to enter into the ▇▇▇▇▇▇ Credit Agreement and this Amendment, the Borrower and
each Guarantor represents and warrants to the Banks that:

(a) The representations and warranties of the 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.

(c) The execution, delivery, and performance by it of this
Amendment have been duly authorized by all requisite action on
its part and do not and will not violate or conflict with its articles
of incorporation or bylaws or any law, rule, or regulation or any
order, writ, injunction, or decree of any court, governmental
authority, or arbitrator, and do not and will not conflict with,
result in a breach of, or constitute a default under, or result in the
creation or imposition of any Lien (except as provided herein) upon
any of its revenues or assets pursuant to the provisions of any
indenture, mortgage, deed of trust, security agreement, franchise,
permit, license, or other instrument or agreement by which it or any
of its properties is bound.

(d) This Amendment constitutes its legal, valid, and
binding obligations, enforceable in accordance with its terms,
except as limited by bankruptcy, insolvency, or other laws of general
application relating to the enforcement of creditor's rights.

(e) No authorization, approval, or consent of, and no
filing or registration with, any court, governmental authority,
or third party is or will be necessary for its execution, delivery, or
performance of this Amendment or the validity or enforceability
thereof.
181
(f) No statement, information, report, representation, or
warranty made by it in this Amendment or furnished to any Bank
in connection with this Amendment or any of the transactions
contemplated hereby contains any untrue statement of a material fact
or omits to state any material fact necessary to make the statements
herein or therein not misleading. There is no fact known to it which
has a material adverse effect, or which might in the future have a
material adverse effect, on its business, condition (financial or
otherwise), operations, prospects, or properties that has not been
disclosed in writing to the Banks.

(g) Borrower no longer owns any stock in Seaboard Foods,
Inc. and therefore, that certain Stock Pledge Agreement dated
May 15, 1986 executed by Borrower to Rabobank, which has been assigned
to Agent, is no longer in effect.

Section 4.03 Independence of Covenants. All financial and other
covenants in the Loan Documents shall be given independent effect so that if
the additional Debt to be incurred under the ▇▇▇▇▇▇ Credit Agreement results at
any time in the violation of any of those financial covenants or any other such
covenants to the extent not specifically addressed herein, the fact that the
Banks have entered into this Amendment shall not avoid the occurrence of any
Potential Default or any Event of Default resulting therefrom.

ARTICLE V

Miscellaneous

Section 5.01. 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 any Bank or
any closing shall affect the representations and warranties or the right of
each Bank to rely upon them.

Section 5.02. Reference to Loan Documents. Each of the Loan
Documents are hereby amended so that any reference in such Loan Documents to
the other Loan Documents shall mean a reference to such other Loan Documents as
amended hereby.

Section 5.03. 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.

Section 5.04. Applicable Law. This Amendment shall be governed by
and construed in accordance with the laws of the state of New York except to
the extent that the provisions of the Loan Documents are governed by the laws
of another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

Section 5.05. 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
182
neither the Borrower nor any Guarantor may assign or transfer any of its rights
or obligations hereunder without the prior written consent of the Banks.

Section 5.06. Counterparts. This Amendment may be executed in one
or more 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.

Section 5.07. Effect of Waiver. No consent or waiver, express or
implied, by Rabobank, the Agent, TCB or ▇▇▇▇▇▇ to or for any breach of or
deviation from any covenant, condition or duty by the 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.

Section 5.08. Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 5.09. 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 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.

Attest: CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

By:
---------------------------------------- ----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, III ▇.▇. ▇▇▇▇▇▇
Assistant Secretary Vice President of Borrower and each
Guarantor
(Seal of Cal-Maine Foods)
Signed and acknowledged in the
presence of:

(Seal of Cal-Maine Farms)
----------------------------------------
Witness

(Seal of Cal-Maine Egg ----------------------------------------
Products, Inc.) Witness

183

Signed and acknowledged in the TRUST COMPANY BANK
presence of:

By:
---------------------------------------- -----------------------------------
Witness Name:
--------------------------
Title:
--------------------------

Signed and acknowledged in the COOPERATIEVE CENTRALE
presence of: RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK
BRANCH; individually and as Agent

By:
---------------------------------------- -----------------------------------
Witness ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President

By:
---------------------------------------- -----------------------------------
Witness Name:
--------------------------
Title:
--------------------------

Signed and acknowledged in the ▇▇▇▇▇▇ TRUST AND SAVINGS BANK
presence of:

By:
---------------------------------------- -----------------------------------
Witness ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President

----------------------------------------
Witness

184
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

Given under my hand and official seal on this ____ day of _______
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF MISSISSIPPI Section
Section
COUNTY OF ▇▇▇▇▇ Section

WITNESS my hand and notarial seal, this the _______ day of __________
1995.

(S E A L) -----------------------------------
Notary Public - State of
My Commission Expires: -----------

--------------------------------- -----------------------------------
Printed Name of Notary Public
▇▇▇
▇▇▇▇▇ ▇▇ __________________ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇ OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of ________
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of TRUST COMPANY BANK, a Georgia state banking
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of __________
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------
186
STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, well known by me to be a Vice
President of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH, a banking cooperative organized under the laws of
the Netherlands, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Third Amendment to Loan
Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of __________
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________, of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized
under the laws of the Netherlands, who acknowledged to me, being informed of
the contents hereof, that he signed, executed and delivered the above Third
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of ___________
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------
187

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, well known by me to be a Vice
President of ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, a savings bank organized under the
laws of Illinois, who acknowledged to me, being informed of the contents
hereof, that he signed, executed and delivered the above Third Amendment to
Loan Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ____ day of ___________
1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------
188

SIXTH AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS SIXTH AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as of
June 1, 1995, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE EGG
PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"),
CAL-MAINE PARTNERSHIP, LTD. ("CM Partnership" and collectively with Cal-Maine
Farms and Egg Products herein referred to as the "Guarantors"), SUNTRUST BANK,
ATLANTA, formerly known as Trust Company Bank ("SunTrust"), COOPERATIEVE
CENTRALE RAIFFEISENBOERENLEEN BANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
("Rabobank"), ▇▇▇▇▇▇ TRUST AND SAVINGS BANK ("▇▇▇▇▇▇" and collectively with
Rabobank and SunTrust, herein the "Banks") and Rabobank, as agent for itself
and the Banks (in such capacity as agent, the "Agent").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") have entered into that certain Amended and Restated Revolving
Credit Agreement dated as of May 29, 1990 (such 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"). Pursuant to the Second Amendment to Amended and Restated
Revolving Credit Agreement dated October 1, 1991, SunTrust was substituted as a
lender under the Revolving Credit Agreement in the place of Barclays and
Barclays is no longer a party to the Revolving Credit Agreement.

B. The Borrower and Rabobank have entered into that certain
Amended and Restated Tern Loan Agreement dated as of May 29, 1990 (as the same
has been amended, and as the same may be further amended or otherwise modified,
herein the "Term Loan Agreement").

D. The Borrower and Rabobank have entered into that certain
Reimbursement and Credit Agreement dated as of May 1, 1992 (as the same has
been amended, and as the same may be further amended or otherwise modified,
herein the "Dairy Facility Reimbursement Agreement").
189
E. The Borrower has executed and delivered that certain Term Loan
Note dated November 5, 1993 payable to the order of Rabobank in the original
principal amount of $1,000,000 (as the same may be amended or otherwise
modified, herein the "New Term Note").

F. Borrower and ▇▇▇▇▇▇ have entered into that certain Facility
Agreement dated April 14, 1995 (as the same may be amended or otherwise
modified, herein the "▇▇▇▇▇▇ Credit Agreement" and the ▇▇▇▇▇▇ Credit Agreement
collectively with the New Term Note, the Dairy Facility Reimbursement
Agreement, the Revolving Credit Agreement, the Tenn Loan Agreement and the Egg
Facility Reimbursement Agreement, herein the "Credit Agreements").

G. To secure certain of the obligations and indebtedness of the
Borrower, Cal-Maine Farms and Egg Products to each of Rabobank, SunTrust,
▇▇▇▇▇▇ and the Agent under the Credit Agreements and the other documents
executed in connection therewith (the "Secured Obligations"), the Borrower,
Cal-Maine Farms and Egg Products executed certain guaranties, security
agreements, deeds of trust, assignment of leasehold interests and mortgages (as
more fully described and identified in the Credit Agreements, and as the same
have been or may hereafter be amended or otherwise modified, all such
guaranties, security agreements, deeds of trust, assignment of leasehold
interests and mortgages are herein referred to as the "Collateral Documents";
the properties in which liens are granted pursuant thereto, herein the
"Collateral"). The Collateral Documents include, without limitation, the deeds
of trust, mortgages and assignments of leasehold interest described on Schedule
I hereto which are filed in the real property records of the jurisdictions
listed on Schedule I as indicated therein (the "Mortgages"). The Mortgage
filed in Reno County Kansas encumbers the real property described on Schedule 2
hereto.

H. To facilitate the collateral arrangements contemplated by the
Collateral Documents, Rabobank, SunTrust, Agent and ▇▇▇▇▇▇ have entered into
that certain Amended and Restated Intercreditor Agreement dated April 14, 1995
(as such agreement may hereafter be amended or otherwise modified, herein the
"Intercreditor Agreement").

I. Cal-Maine Farms desires to transfer to Borrower all of its
assets located in Kansas and New Mexico, including, without limitation, all of
its interest in the real property described in the Mortgages identified as
items 3(d) and 3(e) on Schedule I hereto (the "Kansas/New Mexico Transfers").

J. Cal-Maine Farms and Borrower have created CM Partnership as a
Texas limited partnership. In connection with the formation of CM
Partnership, Borrower and Cal-Maine Farms desires to transfer all the assets
each of them owns in Kentucky, Ohio and Texas to CM Partnership, including,
without limitation, the real property described in the Mortgages identified as
item 3(g), (h) and (i) on Schedule 1 hereto (collectively, the "Partnership
Mortgages" and such transfers herein, the "Partnership Transfers"); provided
that the documentation effectuating the transfers in Kentucky and Ohio will not
be recorded
190
in the applicable real property records. In return for the Partnership
Transfers, Cal-Maine Farms shall require a 99% limited partnership interest in
CM Partnership and Borrower shall obtain a 1% general partnership interest in
CM Partnership.

K. Borrower also desires to transfer all its assets located in
Alabama, Arkansas, North Carolina and South Carolina to Cal-Maine Farms,
including, without limitation, all of its interest in the real property
described in the Mortgages identified as items (1), (2), (3)(a), (b), (c) and
(f) on Schedule I hereto (the "Other Transfers", the Other Transfers, the
Partnership Transfers and the Kansas/New Mexico Transfers herein collectively,
the "Transfers" and the Mortgages identified as items (1), (2), (3)(a), (b),
(c) and (f) on Schedule 1 herein the "Additional Mortgages"); provided, that,
the documentation effectuating the transfers in Alabama, Arkansas and North
Carolina will not be filed of record in the applicable real property records.

L. Borrower and Guarantors have requested that the Banks and
Agent consent to the Transfers and otherwise modify the Loan Documents as
herein set forth and the Banks and Agent have agreed to do so subject to and on
the terms and conditions herein set forth.

ARTICLE I

Definitions

Section 1.01 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; provided that the term "Loan
Documents" as used herein shall have the meaning as set forth in the
Intercreditor Agreement.

ARTICLE II

Consent to Transfers

Section 2.01 Consent to Transfers. Subject to and upon the terms
and conditions set forth in this Amendment and notwithstanding anything in any
Loan Document to the contrary, the Banks and Agent hereby consent to the
Transfers and agree that the Transfers shall not constitute a default or an
event of default under any Loan Document. Each party receiving a Transfer
(herein a "Transferee") specifically agrees and acknowledges that the Transfers
are made subject to the liens and security interests created by the Collateral
Documents.
191
Section 2.02 Assumption of Obligations Under Collateral Documents.
As successor in interest as a result of the Transfers and in consideration for
the Transfers, each Transferee agrees that it is a party to the Collateral
Documents which encumber the assets it acquired in the Transfers (such
Collateral Documents herein, as it applies to any Transferee, the "Existing
Collateral Documents") to the same extent as the applicable transferor (i.e.,
the party from whom the applicable assets were acquired in the Transfer and
herein a "Transferor") was prior to the date hereof, notwithstanding any
defense, claim, counterclaim or offset any such Transferor may have or have had
thereto. Each Transferee hereby expressly assumes all obligations,
indebtedness and liability of its Transferor relating to the Transfers under
the Existing Collateral Documents applicable to the assets it acquired in the
Transfers, including, without limitation, all the obligations as the "Grantor"
under such Existing Collateral Document. Without limiting the generality of
the foregoing and as a result thereof, CM Partnership agrees that it is the
"Grantor" under the Partnership Mortgages and Cal-Maine Farms agrees that it is
the "Grantor" under the Additional Mortgages.

Section 2.03 Confirmation of Liens and Security Interests. Each
Transferee expressly renews, carries forward, and extends the liens upon the
assets it acquired in the Transfers and all other liens created by the Existing
Collateral Documents applicable to it. Notwithstanding the foregoing, in the
event that all or any portion of the Secured Obligations is not or cannot be
secured by the Existing Collateral Documents as assumed by the Transferees, it
is understood and agreed that in consideration of the Banks' and Agent's
agreement to enter into this Amendment, for Ten and No/100 Dollars ($10.00) and
for other consideration the receipt and sufficiency of which is hereby
acknowledged, each Transferee does hereby GRANT, BARGAIN, SELL, MORTGAGE,
WARRANT, CONVEY, ALIENATE, REMISE, RELEASE, TRANSFER, ASSIGN, GRANT A SECURITY
INTEREST IN, SET OVER, DELIVER AND CONFIRM unto Mortgagee or Trustee (as both
are defined in the Mortgages), its successors, assigns or substitutes, for the
benefit of the Banks and Agents, the Premises and the Collateral (as such terms
are defined in the applicable Existing Collateral Documents), to have and to
hold together with all rights, hereditaments and appurtenances in any way
pertaining to or belonging thereto, forever. This conveyance is given to
secure the payment of the Secured Obligations and all renewals, extensions,
increases and other modifications thereof or any part thereof. All provisions
contained in the applicable Existing Collateral Documents as modified by this
Amendment, are incorporated in the terms and provisions of this Section 2.03.

Section 2.04 Non-Release. Notwithstanding the foregoing
assumptions, each Transferor agrees that it shall remain liable under the
Existing Collateral Documents to which it is a party to the same extent as if
the Transfers and such assumptions had not occurred.

ARTICLE III

Modification to Credit Agreements
192
Section 3.01 Amendment to Definitions.

(a) Effective as of the date hereof, each of the Credit
Agreements (other than the ▇▇▇▇▇▇ Credit Agreement) are hereby amended
to add the following definitions:

"CM Partnership" means Cal-Maine Partnership, Ltd., a
limited partnership.

"CM Partnership Guaranty Agreement" means that
certain guaranty agreement dated June 1, 1995 and executed by
CM Partnership for the benefit of the Agent.

"CM Partnership Security Agreement" means that
certain security agreement dated as of June 1, 1995 and
executed by CM Partnership for the benefit of the Agent, and
all amendments, supplements and other modifications thereto.

(b) Effective as of the date hereof, the following
definitions set forth in the Credit Agreements (other than the ▇▇▇▇▇▇
Credit Agreement) are amended in their entirety to read as follows:

"Amended Guaranty Agreement" means the Amended and Restated
Guaranty Agreements executed by Cal-Maine Farms, Inc. and Cal-Maine
Egg Products, Inc. both dated May 29, 1990, the CM Partnership
Guaranty Agreement, and all amendments, supplements and other
modifications thereto.

"Guarantors" means each of Cal-Maine Egg Products, Inc., a
Delaware corporation, Cal-Maine Farms, Inc., a Delaware corporation,
and CM Partnership 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.

"Subsidiary" means any corporation or other business entity
(including, without limitation, a general partnership or limited
partnership) of which more than 50% of the outstanding capital stock
or other equity interest having ordinary voting power to elect a
majority of the Board of Directors (or similar governing body) of such
corporation or other business entity (irrespective of whether or not
at the time capital stock of any other class or classes of such
corporation or other equity interest shall or might have voting power
upon the occurrence of any contingency) is at the
193
time directly or indirectly owned by the Borrower, by the Borrower and
one or more other Subsidiaries, or by one or more other Subsidiaries.

Section 3.02 Amendments to ▇▇▇▇▇▇ Credit Agreement. Effective as
of the date hereof, the term "Security Documents" as defined in the ▇▇▇▇▇▇
Credit Agreement is hereby amended to include the CM Partnership Security
Agreement and the term "Companies" as defined in the ▇▇▇▇▇▇ Credit Agreement is
hereby amended to include the CM Partnership.

Section 3.03 Amendment to Net Tangible Assets to Funded Debt Ratio
Covenant. Each of the Credit Agreements require the Borrower to maintain a
ratio of consolidated total tangible assets to funded debt of the Borrower and
the Subsidiaries as specified therein (the "Asset to Debt Ratio Covenants").
Effective as of the date hereof, each Asset to Debt Ratio Covenant is hereby
amended in its entirety to read as follows:

Net Tangible Assets to Funded Debt. Maintain a ratio of:

of not less than 1.80 to 1.00 at all times prior to and
through the Fiscal Year ending in 1996 and 1.90 to 1.00 at all
times after the Fiscal Year ending in 1996.

To the extent any default or event of default has occurred under any
Loan Document as a result of the violation of the Asset to Debt Ratio Covenants
for any time up to and including the Fiscal Year ended 1995, the Agent and the
Banks hereby waive such event of default and agree not to exercise any rights
or remedies arising as a result thereof. The waiver specifically described
herein shall not constitute and shall not be deemed a waiver of any other
default or event of default under any Loan Document whether arising as a result
of the further violation of the Asset to Debt Ratio Covenants or otherwise or a
waiver of any rights or remedies arising as a result of such other default or
event of default. The failure to comply with the Asset to Debt Ratio Covenants
for any period after the 1995 Fiscal Year shall constitute an event of default
under the Loan Documents.
194
Section 3.04 Subsidiary Representation. Any representation and
warranty in any Credit Agreement as to the Borrower's ownership of Subsidiaries
is hereby amended in their entirety to state that the Guarantors are the only
Subsidiaries of Borrower and all such Subsidiaries are wholly owned by Borrower
except CM Partnership whose 99% limited partnership interest is owned by
Cal-Maine Farms and whose 1 % general partnership interest is owned by
Borrower.

Section 3.05 Restriction on Sale of Subsidiaries. Each of the
Credit Agreements (other than the ▇▇▇▇▇▇ Credit Agreement) contains a negative
covenant prohibiting the disposal of Subsidiary stock (the "Subsidiary Sale
Restriction Covenants"). Each of the Subsidiary Sale Restriction Covenants is
hereby amended in its entirety to read as follows (and Borrower agrees that it
will not):

Maintenance of Ownership of Subsidiaries. Sell or otherwise
dispose of any shares of capital stock or other ownership interests in
any Subsidiary or permit any Subsidiary to issue, sell or otherwise
dispose of shares of capital stock or other ownership interests in any
other Subsidiary, except to Cal-Maine Foods, Inc. or any Subsidiary.

ARTICLE IV

Amendments to Collateral Documents
(including the Mortgages)

Section 4.01 Amendment to Collateral Document. Effective as of
the date hereof, each Collateral Document is hereby amended so that the term
"Loan Documents" as used therein, includes, without limitation, this Amendment,
the CM Partnership Guaranty and the CM Partnership Security Agreement.

Section 4.02 Acknowledgment Regarding Security Interest. Each of
Borrower and each Guarantor agree and acknowledge that any right, title and
interest that it may have in and to any of the tradenames and trademarks
described on Schedule 3 (collectively, the "Trademarks") are general
intangibles in which it has granted the Agent a security interest pursuant to
its Security Agreement and such Trademarks are therefore part of the Collateral
as defined in its Security Agreement. Each of Borrower and each Guarantor
represent and warrant that (a) the tradenames and trademarks and interest
therein listed on Schedule 3 under its name constitute all of the trademarks,
tradenames, copyrights and patents and all of the patents and trademark,
tradename and copyright licenses owned by it, (b) applications for registration
of all of the Trademarks it owns are pending, and (c) except as disclosed on
195
Schedule 3, it has not sold, assigned or otherwise conveyed any right, title or
interest in and to the Trademarks to any person. Each of Borrower and each
Guarantor shall concurrently herewith deliver to Agent all documents,
instruments and other items as may be necessary for Agent to record Agent's
security interests in the Trademarks with the United States Patent and
Trademark Office and any similar domestic or foreign office, department or
agency. Each of Borrower and each Guarantor shall: (a) prosecute diligently
any trademark or trademark license application at any time pending; (b)
preserve and maintain all rights in the Trademarks; and (c) upon and after the
occurrence of an Event of Default, use its best efforts to obtain any consents,
waivers or agreements necessary to enable Agent to exercise its remedies with
respect to the Trademarks. Neither Borrower nor any Guarantor shall abandon
any right to file a trademark application nor shall Borrower nor any Guarantor
abandon any pending trademark application or trademark license without the
prior written consent of Agent. Each of Borrower and each Guarantor represents
and warrants to Agent and the Banks that the execution, delivery and
performance of this Amendment by each Borrower and each Guarantor will not
violate or cause a default under any of the Trademarks or any agreement in
connection therewith. Each of Borrower and each Guarantor hereby assigns,
transfers and conveys to Agent, effective upon the occurrence of any Event of
Default hereunder, the nonexclusive right and license to use all Trademarks
owned or used by Borrower or any Guarantor together with any goodwill
associated therewith, all to the extent necessary to enable Agent to realize on
the Collateral and any successor or assign to enjoy the benefits of the
Collateral. This right and license shall inure to the benefit of all
successors, assigns and transferees of Agent and its successors, assigns and
transferees, whether by voluntary conveyance, operation of law, assignment,
transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right
and license is granted free of charge, without requirement that any monetary
payment whatsoever be made to Borrower or any Guarantor by Agent or any Bank.

Section 4.03 Amendment to Borrower Security Agreement. Effective
as of the date hereof, Schedule 1 to the Borrower Security Agreement is hereby
amended in its entirety to read as set forth on Schedule 4 hereto.

Section 4.04 Amendment to Amended Cal-Maine Security Agreement.
Effective as of the date hereof, Schedule 1 to the Amended Cal-Maine Security
Agreement is hereby amended in its entirety to read as set forth on Schedule 5
hereto.

Section 4.05 Separate Collateral Document. Effective as of the
date hereof, the term "Debtor" as used in the Mortgage identified as item 4 on
Schedule 1 hereto is hereby amended to include CM Partnership.

ARTICLE V

Amendment to Intercreditor Agreement
196
Section 5.01 Amendment to Intercreditor Agreement. Effective as
of the date hereof, the following definitions contained in the Intercreditor
Agreement are hereby amended as follows:

(a) The term "Collateral Documents," as defined in the
Intercreditor Agreement is hereby amended to include the CM
Partnership Security Agreement.

(b) The term "Revolving Collateral Documents," as defined
in the Intercreditor Agreement is hereby amended to include the CM
Partnership Security Agreement.

ARTICLE VI

Conditions Precedent

Section 6.01 Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

(a) Agent shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment, in form
and substance satisfactory to Agent:

(1) Resolutions. Resolutions of the Board of
Directors of each Loan Party (other than CM Partnership)
certified by its Secretary or an Assistant Secretary which
authorize its (and in the case of Borrower, CM Partnership's)
execution, delivery, and performance of this Amendment and the
other Loan Documents to which it (and in the case of Borrower,
CM Partnership) is or is to be a party hereunder;

(2) Incumbency Certificate. A certificate of
incumbency certified by the Secretary or an Assistant
Secretary of each Loan Party (other than CM Partnership)
certifying the names of its officers authorized to sign this
Amendment and each of the other Loan Documents to which it
(and in the case of Borrower, CM Partnership) is or is to be a
party hereunder (including the certificates contemplated
herein) together with specimen signatures of such officers;

(3) Partnership Agreement. A certificate of the
Secretary or an Assistant Secretary of Borrower certifying to
a true and correct copy of the Partnership Agreement of CM
Partnership;
197
(4) Certificate of Limited Partnership. The
Certificate of Limited Partnership of CM Partnership certified
by the Secretary of the State of Texas, dated as of a current
date;

(5) Governmental Certificates. Certificates of
the appropriate government officials of the state of
organization or incorporation of Borrower and each Guarantor
as to the existence and good standing of the applicable Loan
Party, each dated within ten (10) days prior to the date of
this Amendment;

(6) CM Partnership Guaranty Agreement. Agent
shall have received the CM Partnership Guaranty Agreement
substantially in the form of the existing guarantees, duly
executed by CM Partnership;

(7) CM Partnership Security Agreement. Agent
shall have received the CM Partnership Security Agreement
substantially in the form of the existing security agreements,
duly executed by CM Partnership;

(8) Perfection of Security Interests. Agent
shall have received:

(i) copies of properly executed
Financing Statements (Form UCC-1, UCCIF or EFS-1) to
be filed under the Food and Security Act of 1985
and/or the Uniform Commercial Code of all
jurisdictions as may be necessary or, in the opinion
of the Banks, desirable in order to perfect the
security interests created by the Security
Agreements;

(ii) evidence of the insurance required
by the terms of the CM Partnership Security
Agreement; and

(iii) evidence that all other actions, in
the opinion of the Banks, to perfect and protect the
security interest created by the CM Partnership
Security Agreement has been or will be taken;

(9) Process Agent. A letter from CT Corporation
pursuant to which they agree to act as CM Partnership's agent
for purposes of service of process in accordance with the
terms of the CM Partnership Security Agreement;

(10) Opinion of Counsel. Agent shall have
received an opinion of counsel rendered by Wells, Moore,
▇▇▇▇▇▇▇ & ▇▇▇▇▇, in form and substance acceptable to the
Banks;

(11) Modification Endorsements. Agent shall have
received modification endorsements to the existing title
insurance policies or lender's
198
title insurance policies issued by title insurers satisfactory
to Agent in form and substance satisfactory to Agent assuring
Agent that the Mortgages (other than the Mortgages identified
as items 3(a), (b), (c) and (f) on Schedule 1) after giving
effect to the Transfers and this Amendment, are valid and
enforceable first priority mortgage liens on the properties
covered by such Mortgages, free and clear of all defects and
encumbrances except those permitted by such Mortgages;

(12) Additional Information. Agent shall have
received such additional documents, instruments and
information as Agent or its legal counsel may request; and

(b) The representations and warranties contained herein
and in all other Loan Documents, as amended hereby, shall be true and
correct as of the date hereof as if made on the date hereof;

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

(d) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all documents,
instruments, and other legal matters incident thereto shall be
satisfactory to the Agent and its legal counsel.

ARTICLE VII

Ratifications, Representations and Warranties Subordination

Section 7.01 Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Loan Documents 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
Amendment to Loan Documents dated May 1, 1992, that certain Second Amendment to
Loan Documents dated November 5, 1993 and that certain Third Amendment to Loan
Documents dated July 22, 1994, and that certain Fifth Amendment to Loan
Documents dated April 14, 1995, all as filed in the real property records where
the Mortgages are filed as described on Schedule I and that certain Fourth
Amendment to Loan Documents dated December 31, 1994 [collectively, the
"Previous Amendments"] and each of which are hereby incorporated herein by this
reference as if set forth herein in their entirety) 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
199
priority recited in the Loan Documents and no party hereto has any claims,
offsets, defenses or counterclaims to the terms and provisions of the Loan
Documents or arising out of any acts or omissions of any party with respect
thereto. Each of the parties hereto agree that 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.

Section 7.02 Representations and Warranties. To induce Agent and
the Banks to modify the Loan Documents as herein set forth, the Borrower and
each Guarantor represents and warrants to the Banks that:

(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.

(c) The execution, delivery, and performance by it of
this Amendment have been duly authorized by all requisite action on
its part and do not and will not violate or conflict with its articles
of incorporation, bylaws, partnership agreement or certificate of
limited partnership or any law, rule, or regulation or any order,
writ, injunction, or decree of any court, governmental authority, or
arbitrator, and do not and will not conflict with, result in a breach
of, or constitute a default under, or result in the creation or
imposition of any lien (except as provided herein) upon any of its
revenues or assets pursuant to the provisions of any indenture,
mortgage, deed of trust, security agreement, franchise, permit,
license, or other instrument or agreement by which it or any of its
properties is bound.

(d) This Amendment constitutes its legal, valid, and
binding obligations, enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency, or other laws of general
application relating to the enforcement of creditor's rights.

(f) No statement, information, report, representation, or
warranty made by it in this Amendment or furnished to any Bank in
connection with this Amendment or any of the transactions contemplated
hereby contains any untrue statement of a material fact or omits to
state any material fact necessary to make the
200
statements herein or therein not misleading. There is no fact known
to it which has a material adverse effect, or which might in the
future have a material adverse effect, on its business, condition
(financial or otherwise), operations, prospects, or properties that
has not been disclosed in writing to the Banks.

Section 7.03 Subordination Borrower and each Guarantor hereby
agrees that the Subordinated Indebtedness (as defined below) shall be
subordinate and junior in right of payment to the prior payment in full of all
Secured Obligations as herein provided. The Subordinated Indebtedness shall
not be payable, and no payment of principal, interest or other amounts on
account thereof, and no property or guarantee of any nature to secure or pay
the Subordinated Indebtedness shall be made or given, directly or indirectly by
or on behalf of any Debtor (hereafter defined) or received, accepted, retained
or applied by any Intercompany Creditor (hereafter defined) unless and until
the Secured Obligations shall have been paid in full in cash; except that prior
to occurrence and continuance of any Event of Default, an Intercompany Creditor
shall have the right to receive payments on the Subordinated Indebtedness made
in the ordinary course of business. After the occurrence and continuance of an
Event of Default, no payments may be made or given, directly or indirectly, by
or on behalf of any Debtor or received, accepted, retained or applied by any
Intercompany Creditor unless and until the Secured Obligations shall have been
paid in full in cash. If any sums shall be paid to any Intercompany Creditor
by any Debtor or any other person or entity on account of the Subordinated
Indebtedness when such payment is not permitted hereunder, such sums shall be
held in trust by the Intercompany Creditor for the benefit of Banks and shall
forthwith be paid to Agent without affecting the liability of such Intercompany
Creditor with respect to the Secured Obligations and may be applied by the
Banks against the Secured Obligations in such order and manner as the Banks may
determine in their sole discretion. Upon the request of Agent, each
Intercompany Creditor shall execute, deliver, and endorse to Agent such
documentation as Agent may request to perfect, preserve, and enforce the rights
of the Banks hereunder. The term "Subordinated Indebtedness" means all
indebtedness, liabilities, and obligations of Borrower or any Guarantor (the
"Obligated Parties") to another Obligated Party, whether such indebtedness,
liabilities, and obligations now exist or are hereafter incurred or arise, or
are direct, indirect, contingent, primary, secondary, several, joint and
several, or otherwise, and irrespective of whether such indebtedness,
liabilities, or obligations are evidenced by a note, contract, open account, or
otherwise, and irrespective of the person or persons in whose favor such
indebtedness, obligations, or liabilities may, at their inception, have been,
or may hereafter be created, or the manner in which they have been or may
hereafter be acquired. The term "Debtor" means an Obligated Party in its
capacity as owing sums to any other Obligated Party and the term "Intercompany
Creditor" means an Obligated Party in its capacity of being owed sums by any
other Obligated Party. Each Intercompany Creditor agrees that any and all
liens (including any judgment liens), upon any Debtor's assets securing payment
of any Subordinated Indebtedness shall be and remain inferior and subordinate
to any and all liens upon any Debtor's assets securing payment of the Secured
Obligations or any part thereof, regardless of whether such liens in favor of
such Intercompany Creditor or Agent presently exist or are hereafter created
or attached. Without the prior written consent of
201
the Banks, no Intercompany Creditor shall (i) file suit against any Debtor or
exercise or enforce any other creditor's right it may have against any Debtor,
or (ii) foreclose, repossess, sequester, or otherwise take steps or institute
any action or proceedings (judicial or otherwise, including without limitation
the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement,
debtor's relief or insolvency proceeding) to enforce any obligations of any
Debtor to any Intercompany Creditor or any liens held by any Intercompany
Creditor on assets of any Debtor. In the event of any receivership,
bankruptcy, reorganization, rearrangement, debtor's relief, or other insolvency
proceeding involving any Debtor as debtor, the Agent shall have the right to
prove and vote any claim under the Subordinated Indebtedness and to receive
directly from the receiver, trustee or other court custodian all dividends,
distributions, and payments made in respect of the Subordinated Indebtedness
until the Secured Obligations has been paid in full in cash. The Banks may
apply any such dividends, distributions, and payments against the Secured
Obligations in such order and manner as the Banks may determine in their sole
discretion.

ARTICLE VIII

Miscellaneous

Section 8.01 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 Agent or any
Bank or any closing shall affect the representations and warranties or the
right of Agent and each Bank to rely upon them.

Section 8.02 Reference to Loan Documents. Each of the Loan
Documents are hereby amended so that any reference in such Loan Documents to
the other Loan Documents shall mean a reference to such other Loan Documents as
amended hereby.

Section 8.03 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.

Section 8.04 Applicable Law. This Amendment shall be governed by
and construed in accordance with the laws of the state of New York except to
the extent that the provisions of the Loan Documents are governed by the laws
of another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

Section 8.05 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 the Borrower nor any Guarantor may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of the Banks.
202
Section 8.06 Counterparts. This Amendment may be executed in one
or more 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.

Section 8.07 Effect of Waiver. No consent or waiver, express or
implied, by Rabobank, the Agent, SunTrust or ▇▇▇▇▇▇ to or for any breach of or
deviation from any covenant, condition or duty by the 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.

Section 8.08 Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 8.09 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 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.

Attest: CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

By:
------------------------------------------- -----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
Assistant Secretary Vice President of each Company

(Seal of Cal-Maine Foods)

(Seal of Cal-Maine Farms)

(Seal of Cal-Maine Egg Products, Inc.)

203

Signed and acknowledged in the CAL-MAINE PARTNERSHIP, LTD.
presence of:
By: Cal-Maine Foods, Inc., its general partner

-----------------------------------------------------
Witness By:
-----------------------------------------
▇. ▇. ▇▇▇▇▇▇, Vice President

-----------------------------------------------------
Witness

Signed and acknowledged in the SUNTRUST BANK, ATLANTA,
presence of: formerly known as Trust Company Bank

By:
--------------------------------------------
Name:
----------------------------------------------------- ---------------------------------------
Witness Title:
--------------------------------------

By:
----------------------------------------------------- --------------------------------------------
Witness Name:
---------------------------------------
Title:
--------------------------------------

Signed and acknowledged in the COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
presence of: B.A.,"RABOBANK NEDERLAND", NEW YORK BRANCH,
individually and as Agent

204

Signed and acknowledged in the ▇▇▇▇▇▇ TRUST AND SAVINGS BANK
presence of:

-----------------------------------------------------
Witness By:
--------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President

-----------------------------------------------------
Witness

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, ▇.▇. ▇▇▇▇▇▇, well known by me to be Vice President
of CAL-MAINE FOODS, INC., a Delaware corporation (individually and in its
capacity as general partner of Cal-Maine Partnership, Ltd.) CAL-MAINE EGG
PRODUCTS, INC., a Delaware corporation and CAL-MAINE FARMS, INC., a Delaware
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Sixth Amendment to Loan
Documents for and on behalf of said corporations and partnership voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporations so to do.

Given under my hand and official seal on this ________ day of
___________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF MISSISSIPPI Section
Section
COUNTY OF ▇▇▇▇▇ Section

I, ________________________________________________, a Notary Public
in and for said County and State, certify that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
personally appeared before me this day and acknowledged that he is an Assistant
Secretary of CAL-MAINE FOODS, INC., CAL-MAINE EGG PRODUCTS, INC. AND CAL-MAINE
FARMS, INC., each a Delaware corporation, and that by authority duly given and
as the act of each corporation, the foregoing instrument was signed in each
such corporations' name by its Vice President, sealed with its corporate seal
and attested by himself as Assistant Secretary of each such corporation.
205
WITNESS my hand and notarial seal, this the _______________ day of
__________, 1995.

(S E A L) -----------------------------------
Notary Public - State of
My Commission Expires: -----------

-----------------------------------
Printed Name of Notary Public

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid __________________________________,well known by me
to be __________________________________ of CAL-MAINE PARTNERSHIP, LTD., a
Texas limited partnership, who acknowledged to me, being informed of the
contents hereof, that he signed, executed and delivered the above Sixth
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day of
_________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

THIS day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _________________________________, well known by me
to be __________________________________ of CAL-MAINE PARTNERSHIP, LTD., a
Texas limited partnership, who acknowledged to me, being informed of the
contents hereof, that he signed, executed and delivered the above Sixth
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.
206
Given under my hand and official seal on this ______ day
of _________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________ of SUNTRUST BANK, ATLANTA, formerly known as Trust
Company Bank, a Georgia state banking corporation, who acknowledged to me,
being informed of the contents hereof, that he signed, executed and delivered
the above Sixth Amendment to Loan Documents for and on behalf of said
corporation voluntarily and for the consideration, uses and purposes therein
mentioned after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day
of _________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________, well known by me to be
_______________________________ of SUNTRUST BANK, ATLANTA, formerly known as
Trust Company Bank, a Georgia state banking corporation, who acknowledged to
me, being informed of the contents hereof, that he signed, executed and
delivered the above Sixth Amendment to Loan Documents for and on behalf of said
corporation voluntarily and for the consideration, uses and purposes therein
mentioned after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day
of _________________, 1995.
207
---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, _____________________, well known by me to be a
Vice President of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized under
the laws of the Netherlands, who acknowledged to me, being informed of the
contents hereof, that he signed, executed and delivered the above Sixth
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day
of _________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid well known by me to be of COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking
cooperative organized under the laws of the Netherlands, who acknowledged to
me, being informed of the contents hereof, that he signed, executed and
delivered the above Sixth Amendment to Loan Documents for and on behalf of said
corporation voluntarily and for the consideration, uses and purposes therein
mentioned after having been duly authorized by said corporation so to do.
208
Given under my hand and official seal on this ______ day
of _________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, well known by me to be a Vice
President of ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, a savings bank organized under the
laws of Illinois, who acknowledged to me, being informed of the contents
hereof, that he signed, executed and delivered the above Sixth Amendment to
Loan Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ______ day
of _________________, 1995.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------
209
SEVENTH AMENDMENT TO LOAN DOCUMENTS
(including Modifications to Mortgages and Deeds of Trust)

THIS SEVENTH AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as
of April 30, 1996, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE
EGG PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"),
CAL-MAINE PARTNERSHIP, LTD. ("CM Partnership" and collectively with Cal-Maine
Farms and Egg Products herein referred to as the "Guarantors"), SUNTRUST BANK,
ATLANTA, formerly known as Trust Company Bank ("SunTrust"), COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
("Rabobank"), ▇▇▇▇▇▇ TRUST AND SAVINGS BANK ("▇▇▇▇▇▇" and collectively with
Rabobank and SunTrust, herein the "Banks") and Rabobank, as agent for itself
and the Banks (in such capacity as agent, the "Agent").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") have entered into that certain Amended and Restated Revolving
Credit Agreement dated as of May 29, 1990 (such 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"). Pursuant to the Second Amendment to Amended and Restated
Revolving Credit Agreement dated October 1, 1991, SunTrust was substituted as a
lender under the Revolving Credit Agreement in the place of Barclays and
Barclays is no longer a party to the Revolving Credit Agreement.

E. The Borrower has executed and delivered that certain Term Loan
Note dated November 5, 1993 payable to the order of Rabobank in the original
principal amount of
210
$1,000,000 (as the same may be amended or otherwise modified, herein the "New
Term Note" and the New Term Note, collectively with the Dairy Facility
Reimbursement Agreement, the Revolving Credit Agreement, the Term Loan
Agreement and the Egg Facility Reimbursement Agreement, herein the "Credit
Agreements").

G. To secure certain of the obligations and indebtedness of the
Borrower, Cal-Maine Farms and Egg Products to each of Rabobank, SunTrust,
▇▇▇▇▇▇ and the Agent under the Credit Agreements, the ▇▇▇▇▇▇ Credit Agreement
and the other documents executed in connection therewith (the "Secured
Obligations"), the Borrower, Cal-Maine Farms, Egg Products and CM Partnership
executed certain guaranties, security agreements, deeds of trust, assignment of
leasehold interests and mortgages (as more fully described and identified in
the Credit Agreements and the ▇▇▇▇▇▇ Credit Agreement, and as the same have
been or may hereafter be amended or otherwise modified, all such guaranties,
security agreements, deeds of trust, assignment of leasehold interests and
mortgages are herein referred to as the "Collateral Documents"; all the
Collateral Documents excluding the deed of trust described as item (4) on
Schedule 1 hereto and the assignments of leasehold interest described as items
(5) and (6) on Schedule 1 hereto, herein the "Shared Collateral Documents"; and
the properties in which liens are granted pursuant to the Shared Collateral
Documents herein the "Shared Collateral"). The Collateral Documents include,
without limitation, the deeds of trust, mortgages and assignments of leasehold
interest described on Schedule 1 hereto which are filed in the real property
records of the jurisdictions listed on Schedule 1 as indicated therein (the
"Mortgages"). The Mortgage filed in Reno County Kansas encumbers the real
property described on Schedule 2 hereto.

I. The real properties located in ▇▇▇▇▇ County, Texas and ▇▇▇▇▇▇
County, Alabama which are covered by the Mortgages filed in those jurisdictions
(the "Released Properties") have been sold to a third party and the liens
created by the Mortgages on the Released Property have been released.

▇. ▇▇▇▇▇▇ has agreed to become a "Bank" under the Revolving
Credit Agreement on a committed basis and as a result, ▇▇▇▇▇▇, Borrower and
Guarantors have requested that the Revolving Credit Agreement be amended as
herein set forth. Borrower and Guarantors have also requested that the
termination date set out in the Revolving Credit Agreement be extended.
211
K. The Banks have agreed to the requests set out in recital J and
have otherwise agreed to modify the Loan Documents, all on the terms and
conditions herein set forth.

ARTICLE I
Definitions

ARTICLE II

Amendments to Revolving Credit Agreement

Section 2.01. Amendment to Section 1.01.Clause (a) (ii) in Section
1.01 of the Revolving Credit Agreement is hereby amended in its entirety to
read as follows: "(ii) the Borrowing Base;".

Section 2.02. Amendment to Section 1.02. The second sentence of
Section 1.02 of the Revolving Credit Agreement is amended in its entirety to
read as follows:

Borrower may request an Advance from any Bank or may request Advances
from all or any number of Banks subject to the terms of Subsection
1.01(b).

Section 2.03. Amendment to Section 1.05. Section 1.05 of the
Revolving Credit Agreement is amended as follows: (a) the term "Barclays" as
used in clause (a) of Section 1.05 means "TCB or ▇▇▇▇▇▇" and (b) the fifth
sentence of clause (b) of Section 1.05 is amended in its entirety to read as
follows:

Each Interest Period for each Advance made by Rabobank shall end on
the corresponding day in the first, second or third week thereafter or
the numerically corresponding day in the first, third, sixth, ninth or
twelfth calendar month thereafter (as Borrower may select) or on such
other day as Borrower may request if Rabobank can (in its sole
discretion) make such an Interest Period available to the Borrower,
each Interest Period for each Advance made by TCB shall end on the
corresponding day in the first, second or third week thereafter or the
numerically corresponding day in the first,
212
third or sixth calendar month thereafter (as Borrower may select) or
on such other day as Borrower may request if TCB can (in its sole
discretion) make such an Interest Period available to the Borrower,
each Interest Period for each Advance made by ▇▇▇▇▇▇ shall end on the
day not less than seven (7) and not more than two hundred forty (240)
days thereafter (as Borrower may select) or on such other day as
Borrower may request if ▇▇▇▇▇▇ can (in it sole discretion) make such
Interest Period available to Borrower, except that each Interest
Period measured in months which commences on the last Business Day of
a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall
end on the last Business Day of the appropriate subsequent calendar
month, no Interest Period for any Advance made by TCB shall extend
beyond the date such Interest Period commenced and if any Interest
Period would otherwise end on a day which is not a Business Day, that
Interest Period shall be extended to be the next succeeding Business
Day except as specified above.

Section 2.04 Amendment to Section 1.09. The term "TCB" as used in
Section 1.09 of the Revolving Credit Agreement is amended to mean "the other
Banks."

Section 2.05 Amendment to Section 1.10. The terms "TCB" and
"TCB's" as used in Section 1.10 of the Revolving Credit Agreement are amended
as follows: (a) as used in the fourth sentence thereof means "the other
Banks"; (b) as used the first two times in the fifth sentence thereof means
"each Bank"; and (c) used the third time in the fifth sentence thereof means
"their."

Section 2.06 Amendment to Section 1.11 Section 1.11 of the
Revolving Credit Agreement is amended as follows: (a) the term "TCB" is
amended to mean "the other Banks"; and (b) the phrase "either or both" in the
third sentence thereof is amended to mean "the."

Section 2.07 Amendment to Section 1.12 . The phrases "Rabobank
and TCB" and "Rabobank, TCB" as used in Section 1.12 of the Revolving Credit
Agreement are amended to mean "the Banks".

Section 2.08 Amendment to Section 2.02. Clause (ii) of Section
2.02 (a) of the Revolving Credit Agreement is amended as follows: (a) the
term "TCB" as used therein means "each other Bank"; and (b) the term "TCB's" as
used therein means "such Bank's";

Section 2.09 Amendment to Section 2.03. Clause (a) of Section
2.03 of the Revolving Credit Agreement is amended to add a clause (iii) thereto
to read in its entirety as follows:

"and (iii) with respect to amounts payable to ▇▇▇▇▇▇, at the office of
▇▇▇▇▇▇ at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇."
213
Section 2.10 Amendment to Sections 2.02(a), 3.02(a)(iii) and
3.02(a)(iv). The phrase "Adjusted Borrowing Base," as used in each place it
appears in Sections 2.02(a), 3.02(a)(iii) and 3.02(a)(iv) of the Revolving
Credit Agreement is amended to mean the "Borrowing Base."

Section 2.11 Amendment to Section 6.01. The term "either" in
clause (a) of Section 6.01 of the Revolving Credit Agreement is amended to mean
"any."

Section 2.12 Amendment to Section 6.02. The phrase "Barclays
shall have no" as used in Section 6.02 of the Revolving Credit Agreement is
amended to mean "no Bank, other than Rabobank, shall have any".

Section 2.13 Amendment to Section 7.01. Section 7.01 of the
Revolving Credit Agreement is amended as follows:

(a) to add the following definition:

"▇▇▇▇▇▇" means ▇▇▇▇▇▇ Trust and Savings Bank.

(b) to change the following definitions in their entirety to read
as follows:

"Bank" means (i) for the purposes of the recitals
hereto, Barclays Bank PLC or Rabobank, and (ii) for all other
purposes herein, TCB, Rabobank or ▇▇▇▇▇▇. Any reference in
this Agreement to the phrase "either Bank" shall mean a
reference to "any Bank".

"Banks" means (i) for the purposes of the recitals
hereto, Barclays Bank PLC and Rabobank, and (ii) for all other
purposes herein, TCB, Rabobank and ▇▇▇▇▇▇.

"Business Day" means any day other than a Saturday,
Sunday or a public or bank holiday or the equivalent for banks
generally under the laws of the State of New York, the State
of Georgia or the State of Illinois and, with respect to
Advances by ▇▇▇▇▇▇, which is also a day on which it deals in
U.S. Dollar deposits in London England and Nassau, Bahamas.

"Cost of Funds Rate" means (a) with respect to TCB
and for each Advance to which it applies, a rate determined by
TCB in its sole and absolute discretion with reference to its
funding sources, as notified to the Borrower prior to the date
such Advance is made and (b) with respect to ▇▇▇▇▇▇ and for
each Advance to which it applies and the related Interest
Period, the rate per annum quoted to the Borrower by ▇▇▇▇▇▇
for such Interest Period. The Borrower acknowledges and
agrees that the interest rate quoted by ▇▇▇▇▇▇ for any Advance
and the related Interest Period may not be
214
the best or lowest rate offered to other customers of ▇▇▇▇▇▇
and may not be the same rate offered to other customers of
▇▇▇▇▇▇ for loans of similar amounts and maturities, but is the
rate at which ▇▇▇▇▇▇ in its sole and exclusive discretion is
willing to make such Advances to the Borrower for the
specified amount and maturity.

"Default Rate" means a daily fluctuation interest
rate which is, with respect to amount owed to Rabobank, equal
to the lesser of (i) 2-1/2% per annum above the 30 day Term
Federal Funds Rate, or (ii) the Maximum Permissible Rate, and,
with respect to amounts owed to TCB, equal to the lesser of
(i) 2-1/2% per annum above the 30 day Cost of Funds Rate or
(ii) the Maximum Permissible Rate and, with respect to amounts
owed to ▇▇▇▇▇▇, equal to the lesser of (i) 2-1/2% per annum
above the Cost of Funds Rate then in effect until the end of
the applicable Interest Period and thereafter or if no cost of
Funds Rate is then in effect, at 2-1/2% per annum above
▇▇▇▇▇▇' prime commercial rate or (ii) the Maximum Permissible
Rate. Each change in such daily fluctuation interest rate
shall take effect simultaneously with the corresponding change
in the Term Federal Funds Rate, the Cost of Funds Rate or such
prime commercial rate, as applicable, as determined by the
applicable Bank in its sole discretion at 12:00 noon (New York
City time).

"Revolving Credit Commitment" means the obligation of
each Bank to make the Advances to be made pursuant to Section
1.01 in a principal amount not exceeding Twenty Million
Dollars ($20,000,000) with respect to Rabobank, a principal
amount not exceeding Ten Million Dollars ($10,000,000) with
respect to TCB and a principal amount not exceeding Five
Million Dollars ($5,000,000) with respect to ▇▇▇▇▇▇.

"Termination Date" means December 31, 1997 or the
earlier date of termination in whole of the Revolving Credit
Commitment pursuant to Sections 1.04 or 6.02.

(c) the definition of the term "Pro Rata Part" in Section 7.01 of
the Revolving Credit Agreement is hereby amended so that the term
"Adjusted Borrowing Base," as used in each place it appears in such
definition, means the "Borrowing Base."

Section 2.14. Amendment to Section 8.02. The first sentence of
Section 8.02 of the Revolving Credit Agreement is amended in its entirety to
read as follows:

All notices and other communications provided for hereunder shall be
in writing (including telegraphic and telecopy communications) and
mailed or telegraphed or delivered, if to the Borrower, at its address
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Attention:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and if to Rabobank, at its address at
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; Attention:
215
Corporate Services, with a copy to ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇; Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; and if to
TCB at its address at ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇;
Attention: ▇▇▇▇ ▇▇▇▇▇▇ and if to ▇▇▇▇▇▇, at its address at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Attention: Agribusiness Division,
or, as to each party, at such other address as shall be designated by
such party in a written notice to the other party.

Section 2.15. Amendment to Exhibits. Exhibit F to the Revolving
Credit Agreement is amended in its entirety to read as set forth on Exhibit A
hereto.

ARTICLE III

Modification to Credit Agreements

Section 3.01 Amendment Reporting Requirements. The covenants in
each Credit Agreement requiring Borrower to furnish financial statements
thereunder are each hereby amended to require that, accompanying each financial
statement delivered thereunder as of the end of any Fiscal Year or as of the
end of any month that corresponds with the end of any quarter in any Fiscal
Year, Borrower shall furnish to each Bank a properly completed and executed
compliance certificate in substantially the form of Exhibit "B" hereto.

Section 3.02. Amendment to Term Loan Agreement. The terms
"Properties" and "Encumbered Properties", as defined in the Term Loan
Agreement, are hereby amended to exclude the Released Properties therefrom.

ARTICLE IV

Amendments to Collateral Documents
(including the Mortgages)

Section 4.01 Amendment to Share Collateral Document. Each Shared
Collateral Document is hereby amended to provide that the obligations secured
or guaranteed thereby include without limitation, the obligations, indebtedness
and liabilities of the Borrower and Guarantors arising under or in connection
with this Amendment and the Note executed by Borrower and payable to the order
of ▇▇▇▇▇▇ pursuant to this Amendment in the form of Exhibit "C" hereto (the
"▇▇▇▇▇▇ Note"), whether for principal, interest, fees (including attorneys'
fees), premium, commissions, expenses or otherwise (collectively, the "New
Obligations") and to exclude therefrom the obligations, indebtedness and
liabilities of the Borrower and Guarantors arising under or in connection with
the ▇▇▇▇▇▇ Credit Agreement and the Loan Documents relating thereto. In
furtherance of the foregoing, the parties hereto agree to and acknowledge the
following:
216
(a) The term "Credit Agreements" as defined in each
Shared Collateral Document excludes the ▇▇▇▇▇▇ Credit Agreement; the
term "Loan Documents," as defined in each Collateral Document excludes
the ▇▇▇▇▇▇ Credit Agreement and the promissory note executed pursuant
to the ▇▇▇▇▇▇ Credit Agreement but includes, without limitation, this
Amendment and the ▇▇▇▇▇▇ Note; the term "Advances" as defined in each
Shared Collateral Document includes, without limitation, advances made
by ▇▇▇▇▇▇ under the terms of the Revolving Credit Agreement (as
amended hereby) but excludes advances made under the ▇▇▇▇▇▇ Credit
Agreement; the term "Notes" as defined in each Shared Collateral
Document includes, without limitation, the ▇▇▇▇▇▇ Note but excludes
the promissory note executed pursuant to the ▇▇▇▇▇▇ Credit Agreement;
and the term "Collateral" as defined in any Collateral Document,
excludes the Released Properties.

(b) The term "Obligations" as defined in each Shared
Collateral Document includes, without limitation, the "New
Obligations"; provided that the term "Obligations" as defined in each
Shared Collateral Document shall not (notwithstanding anything to the
contrary) include any obligations owed to ▇▇▇▇▇▇ under the ▇▇▇▇▇▇
Credit Agreement or the Loan Documents executed pursuant thereto (the
"Old ▇▇▇▇▇▇ Obligations").

(c) The Collateral Pledge Agreement dated October 17,
1984, executed by Borrower, Cal-Maine Farms and Egg Products, as the
same has been amended, shall secure, in addition to the other
obligations secured thereby, the New Obligations but shall not secure
the Old ▇▇▇▇▇▇ Obligations and upon any Event of Default, the Agent
shall have the right, but no the duty, to exercise all remedies
provided for in the Collateral Pledge Agreement on behalf of the
Banks.

(d) An "Event of Default", as defined in the ▇▇▇▇▇▇
Credit Agreement, shall not create an "Event of Default" as defined
and used in each Shared Collateral Document.

ARTICLE V

Amendment to Intercreditor Agreement

Section 5.01 Amendment to Intercreditor Agreement. The
Intercreditor Agreement is amended as follows:

(a) the term "Credit Agreement," as defined in the
Intercreditor Agreement, is amended to include the Revolving Credit
Agreement as amended hereby and to exclude the ▇▇▇▇▇▇ Credit
Agreement;
217
(b) the term "Revolving Credit Agreement," as defined in
the Intercreditor Agreement, is amended to include the Revolving
Credit Agreement as amended hereby and to exclude the ▇▇▇▇▇▇ Credit
Agreement;

(c) the term "Revolving Obligations," as defined in the
Intercreditor Agreement, is amended to exclude any reference to the
▇▇▇▇▇▇ Credit Agreement, to include the New Obligations and to delete
the proviso therefrom in its entirety which begins "; provided
however, if as of . . ." and ends "after January 1, 1996";

(d) the term "Obligations," as defined in the
Intercreditor Agreement, is amended to include without limitation, the
New Obligations;

(e) the term "Loan Documents," as defined in the
Intercreditor Agreement, is amended to include without limitation,
this Amendment and the ▇▇▇▇▇▇ Note but to exclude the ▇▇▇▇▇▇ Credit
Agreement and the documents executed in connection therewith;

(f) the phrase "▇▇▇▇▇▇ Credit Agreement" as used in
clause (c) of Section 4 is amended to mean "Revolving Credit
Agreement";

(g) the terms "Collateral" and "Term Collateral", as
defined in the Intercreditor Agreement, are each amended to exclude
the Released Properties;

(h) the first sentence of section 5 is amended in its
entirety to read as follows:

Subject to Section 3(c) hereto, no amendment or
waiver of any provision of the Revolving Credit Agreement or
any other Loan Documents executed in connection with the
Revolving Credit Agreement (excluding this Agreement, the Term
Loan Agreement, the Reimbursement Agreements, the Term
Collateral Documents, the Amended Guaranty Agreements, the
Revolving Collateral Documents and the Separate Collateral
Documents) nor any consent to the departure therefrom shall in
any event be effective unless the same shall be agreed or
consented to by Rabobank, TCB and ▇▇▇▇▇▇, it being agreed that
no other Bank shall have any right to agree or consent
thereto.

(i) the third sentence of section 5 is deleted therefrom;
and

(j) the phrases "or with respect to a sale by ▇▇▇▇▇▇, the
▇▇▇▇▇▇ Credit Agreement" and "(or with respect to a sale by ▇▇▇▇▇▇,
under the ▇▇▇▇▇▇ Credit Agreement)" are each hereby deleted from
section 12.

ARTICLE VI
218
Conditions Precedent

Section 6.01 Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

(a) Agent shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment, in form
and substance satisfactory to Agent:

(3) Governmental Certificates. Certificates of
the appropriate government officials of the state of
organization or incorporation of Borrower and each Guarantor
as to the existence and good standing of the applicable Loan
Party, each dated a current date;

(4) ▇▇▇▇▇▇ Note. The ▇▇▇▇▇▇ Note, duly executed
by Borrower;

(5) Opinion of Counsel. An opinion of counsel
rendered by Wells, Moore, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, in form and
substance acceptable to the Banks;

(6) Modification Endorsements. Modification
endorsements to the existing title insurance policies or
lender's title insurance policies issued by title insurers
satisfactory to Agent in form and substance satisfactory to
Agent assuring Agent that the Mortgages (other than the
Mortgages identified as items 3(a), (b), (c), (f) and(i) on
Schedule 1) after giving effect to the Transfers (as defined
in that certain Sixth Amendment to Loan Documents among the
parties hereto dated June 1, 1995, the "Sixth Amendment"), the
Sixth Amendment and this Amendment are valid and enforceable
first priority mortgage liens on the properties covered by
such Mortgages, free and clear of all defects and encumbrances
except those permitted by such Mortgages;
219
(7) Term Loan Borrowing Base. A properly
completed and executed Borrowing Base Certificate (as defined
in the Term Loan Agreement) delivered under the Term Loan
Agreement after giving effect to the sale of the Released
Properties;

(8) Additional Information. Agent shall have
received such additional documents, instruments and
information as Agent or its legal counsel may request; and

(b) The representations and warranties contained herein
and in all other Loan Documents, as amended hereby, shall be true and
correct as of the date hereof as if made on the date hereof;

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

(d) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all
documents, instruments, and other legal matters incident
thereto shall be satisfactory to the Agent and its legal
counsel.

ARTICLE VII

Ratifications, Representations and Warranties Subordination

Section 7.01 Ratifications; Termination of ▇▇▇▇▇▇ Credit
Agreement. The terms and provisions set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions set forth in the Loan
Documents 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 Amendment to Loan
Documents dated May 1, 1992, that certain Second Amendment to Loan Documents
dated November 5, 1993 and that certain Third Amendment to Loan Documents dated
July 22, 1994, and that certain Fifth Amendment to Loan Documents dated April
14, 1995, all as filed in the real property records where the Mortgages are
filed as described on Schedule I and that certain Fourth Amendment to Loan
Documents dated December 31, 1994 and the Sixth Amendment [collectively, the
"Previous Amendments"] and each of which are hereby incorporated herein by this
reference as if set forth herein in their entirety) 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 and no party hereto has any claims,
220
offsets, defenses or counterclaims to the terms and provisions of the Loan
Documents or arising out of any acts or omissions of any party with respect
thereto. Each of the parties hereto agree that 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
Borrower agree that as a result of the amendments contemplated hereby, the
▇▇▇▇▇▇ Credit Agreement shall no longer be effective and no amounts are due and
owing or otherwise outstanding thereunder.

Section 7.02 Addition of ▇▇▇▇▇▇ as a Bank under the Revolving
Credit Agreement. In order to facilitate the addition of ▇▇▇▇▇▇ as a "Bank"
under the Revolving Credit Agreement:

(a) the parties hereto agree that the commitment fee
calculated under Section 1.03 of the Revolving Credit Agreement shall
not begin to accrue on ▇▇▇▇▇▇'▇ Revolving Credit Commitment until
April 30, 1996 (the "Execution Date");

(b) on the Execution Date and notwithstanding anything in
the Revolving Credit Agreement to the contrary, the Borrower shall
request Advances from ▇▇▇▇▇▇ and repay the Advances of the other Banks
in such amounts as shall be necessary to cause the Borrower to be in
compliance with clause (c) of Section 1.01 of the Revolving Credit
Agreement; and

(c) on the Execution Date, Rabobank shall be deemed,
without further action by any party hereto, to have (i) repurchased
TCB's participation in any Letter of Credit issued under the Revolving
Credit Agreement and outstanding on the Execution Date and (ii) to
have sold to TCB and ▇▇▇▇▇▇, and each such Bank shall be deemed,
without further action by any party hereto, to have purchased from
Rabobank, a participation in each such Letter of Credit to the extent
of each such Bank's Pro Rata Part (as defined in the Revolving Credit
Agreement as amended hereby and as determined based on the Revolving
Credit Commitments) of such Letter of Credit and the Related Credit
Liabilities.

Section 7.02 Representations and Warranties. To induce Agent and
the Banks to modify the Loan Documents as herein set forth, the Borrower and
each Guarantor represents and warrants to the Agent and the Banks that:

(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
221
with all covenants and agreements binding on them contained in the
Loan Documents, as amended hereby.

(c) The execution, delivery, and performance by it of
this Amendment and the ▇▇▇▇▇▇ Note have been duly authorized by all
requisite action on its part and do not and will not violate or
conflict with its articles of incorporation, bylaws, partnership
agreement or certificate of limited partnership or any law, rule, or
regulation or any order, writ, injunction, or decree of any court,
governmental authority, or arbitrator, and do not and will not
conflict with, result in a breach of, or constitute a default under,
or result in the creation or imposition of any lien (except as
provided herein) upon any of its revenues or assets pursuant to the
provisions of any indenture, mortgage, deed of trust, security
agreement, franchise, permit, license, or other instrument or
agreement by which it or any of its properties is bound.

(d) This Amendment and the ▇▇▇▇▇▇ Note constitute its
legal, valid, and binding obligations, enforceable in accordance with
its terms, except as limited by bankruptcy, insolvency, or other laws
of general application relating to the enforcement of creditor's
rights.

(g) The bylaws, articles or certificate of incorporation,
partnership agreement and certificates of limited partnership of each
Loan Party, as applicable, have not been revoked, amended or otherwise
modified since June of 1995 and are all in full force and effect.

ARTICLE VIII

Miscellaneous
222
Section 8.01 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 Agent or any
Bank or any closing shall affect the representations and warranties or the
right of Agent and each Bank to rely upon them.

Section 8.06 Counterparts. This Amendment may be executed in one
or more 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.

Section 8.08 Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 8.09 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 this Amendment, and may
not be contradicted or varied by evidence of
223
prior, contemporaneous or subsequent oral agreements or discussions of the
parties hereto.

Executed as of the date first written above.

Attest: CAL-MAINE FOODS, INC.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

(Seal of Cal-Maine Foods)

(Seal of Cal-Maine Farms)

(Seal of Cal-Maine Egg Products, Inc.)

224

Signed and acknowledged in the CAL-MAINE PARTNERSHIP, LTD.
presence of:

----------------------------------- By: Cal-Maine Foods, Inc.,
Witness its general partner

By:
----------------------------------- ----------------------------------
Witness ▇.▇. ▇▇▇▇▇▇, Vice President

SUNTRUST BANK, ATLANTA,
Signed and acknowledged in the formerly known as Trust Company Bank
presence of:
By:
------------------------------------------
----------------------------------- Name:
Witness ----------------------------
Title:
-----------------------------------
-----------------------------------
Witness By:
------------------------------------------
Name:
Signed and acknowledged in the -----------------------------------
presence of: Title:
----------------------------------

COOPERATIEVE CENTRALE
----------------------------------- RAIFFEISEN-BOERENLEENBANK B.A.
Witness "RABOBANK NEDERLAND", NEW
YORK BRANCH, individually and as Agent

----------------------------------- By:
Witness ------------------------------------------
Name:
----------------------------
Signed and acknowledged in the Title:
presence of: -----------------------------------

By:
----------------------------------- ------------------------------------------
Witness Name:
-----------------------------------
Title:
----------------------------------

▇▇▇▇▇▇ TRUST AND SAVINGS BANK
-----------------------------------
Witness By:
------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President

▇▇▇
▇▇▇▇▇ ▇▇ __________________ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇ OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, ▇.▇. ▇▇▇▇▇▇, well known by me to be Vice President
of CAL-MAINE FOODS, INC., a Delaware corporation (individually and in its
capacity as general partner of Cal-Maine Partnership, Ltd.) CAL-MAINE EGG
PRODUCTS, INC., a Delaware corporation and CAL-MAINE FARMS, INC., a Delaware
corporation, who acknowledged to me, being informed of the contents hereof,
that he signed, executed and delivered the above Seventh Amendment to Loan
Documents for and on behalf of said corporations and partnership voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporations so to do.

Given under my hand and official seal on this ________ day of
___________, 1996.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

I, ________________________________________________, a Notary Public
in and for said County and State, certify that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ personally
appeared before me this day and acknowledged that he is an Assistant Secretary
of CAL-MAINE FOODS, INC., CAL-MAINE EGG PRODUCTS, INC. AND CAL-MAINE FARMS,
INC., each a Delaware corporation, and that by authority duly given and as the
act of each corporation, the foregoing instrument was signed in each such
corporations' name by its Vice President, sealed with its corporate seal and
attested by himself as Assistant Secretary of each such corporation.

WITNESS my hand and notarial seal, this the _______________ day of
__________, 1996.

(S E A L) -----------------------------------
Notary Public - State of
My Commission Expires: -----------

-----------------------------------
226
-----------------------------------
Printed Name of Notary Public

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid ________________________, well known by me to be
________________________ of SUNTRUST BANK, ATLANTA, formerly known as Trust
Company Bank, a Georgia state banking corporation, who acknowledged to me,
being informed of the contents hereof, that he signed, executed and delivered
the above Seventh Amendment to Loan Documents for and on behalf of said
corporation voluntarily and for the consideration, uses and purposes therein
mentioned after having been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day of
_________________, 1996.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________, well known by me to be
_______________________________ of SUNTRUST BANK, ATLANTA, formerly known as
Trust Company Bank, a Georgia state banking corporation, who acknowledged to
me, being informed of the contents hereof, that he signed, executed and
delivered the above Seventh Amendment to Loan Documents for and on behalf of
said corporation voluntarily and for the consideration, uses and purposes
therein mentioned after having been duly authorized by said corporation so to
do.

Given under my hand and official seal on this ______ day of
_________________, 1996.

---------------------------------
Notary Public
227

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, _____________________, well known by me to be a
Vice President of COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH, a banking cooperative organized under
the laws of the Netherlands, who acknowledged to me, being informed of the
contents hereof, that he signed, executed and delivered the above Seventh
Amendment to Loan Documents for and on behalf of said corporation voluntarily
and for the consideration, uses and purposes therein mentioned after having
been duly authorized by said corporation so to do.

Given under my hand and official seal on this ______ day of
_________________, 1996.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------

STATE OF __________________ Section
Section
COUNTY OF _________________ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid _______________________well known by me to
be__________________________________ of COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, a banking
cooperative organized under the laws of the Netherlands, who acknowledged to
me, being informed of the contents hereof, that he signed, executed and
delivered the above Seventh Amendment to Loan Documents for and on behalf of
said corporation voluntarily and for the consideration, uses and purposes
therein mentioned after having been duly authorized by said corporation so to
do.

Given under my hand and official seal on this ______ day of
_________________, 1996.

---------------------------------
228
Notary Public

My Commission Expires:

---------------------------------

STATE OF ILLINOIS Section
Section
COUNTY OF ▇▇▇▇ Section

This day, personally appeared before me, the undersigned authority of
the jurisdiction aforesaid, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, well known by me to be a Vice
President of ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, a savings bank organized under the
laws of Illinois, who acknowledged to me, being informed of the contents
hereof, that he signed, executed and delivered the above Seventh Amendment to
Loan Documents for and on behalf of said corporation voluntarily and for the
consideration, uses and purposes therein mentioned after having been duly
authorized by said corporation so to do.

Given under my hand and official seal on this ______ day of
_________________, 1996.

---------------------------------
Notary Public

My Commission Expires:

---------------------------------
229

EIGHTH AMENDMENT TO LOAN DOCUMENTS

THIS EIGHTH AMENDMENT TO LOAN DOCUMENTS (this "Amendment"), dated as
of June 1, 1996, is among CAL-MAINE FOODS, INC. (the "Borrower"), CAL-MAINE EGG
PRODUCTS, INC. ("Egg Products"), CAL-MAINE FARMS, INC. ("Cal-Maine Farms"),
CAL-MAINE PARTNERSHIP, LTD. ("CM Partnership" and collectively with Cal-Maine
Farms and Egg Products herein referred to as the "Guarantors"), SUNTRUST BANK,
ATLANTA, formerly known as Trust Company Bank ("SunTrust"), COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
("Rabobank"), ▇▇▇▇▇▇ TRUST AND SAVINGS BANK ("▇▇▇▇▇▇" and collectively with
Rabobank and SunTrust, herein the "Banks") and Rabobank, as agent for itself
and the Banks (in such capacity as agent, the "Agent").

RECITALS:

A. Borrower, Rabobank and Barclays Bank PLC (New York)
("Barclays") have entered into that certain Amended and Restated Revolving
Credit Agreement dated as of May 29, 1990 (such 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"). Pursuant to the Second Amendment to Amended and Restated
Revolving Credit Agreement dated October 1, 1991, SunTrust was substituted as a
lender under the Revolving Credit Agreement in the place of Barclays and
Barclays is no longer a party to the Revolving Credit Agreement.

E. The Borrower has executed and delivered that certain Term Loan
Note dated November 5, 1993 payable to the order of Rabobank in the original
principal amount of
230
$1,000,000 (as the same may be amended or otherwise modified, herein the "New
Term Note" and the New Term Note, collectively with the Dairy Facility
Reimbursement Agreement, the Revolving Credit Agreement, the Term Loan
Agreement and the Egg Facility Reimbursement Agreement, herein the "Credit
Agreements").

F. Borrower and Guarantors have requested that the Tangible Net
Worth Covenants in the Credit Agreements be amended as herein set forth and the
Banks have agreed to such amendments on the terms and conditions herein set
forth.

ARTICLE I

Definitions

ARTICLE II

Amendment to Credit Agreements

Section 2.01. Amendment to Tangible Net Worth Covenant. Each of
the Credit Agreements require the Borrower to maintain an excess of
consolidated total tangible assets over consolidated total liabilities of the
Borrower and the Subsidiaries as specified therein (the "Tangible Net Worth
Covenants"). Effective as of the date hereof, each Tangible Net Worth Covenant
is hereby amended in its entirety to read as follows:

Tangible Net Worth. Maintain an excess of consolidated total
tangible assets over consolidated total liabilities of the Borrower
and the Subsidiaries in an amount not less than the amount set forth
below for the applicable period set forth below:

(a) from the date hereof through the Borrower's
Fiscal Year ending in 1997, Forty-One Million Dollars
($41,000,000); and

(b) from the first day of Borrower's Fiscal Year
ending 1997 and at all times thereafter, the sum of

(i) Forty-One Million Dollars
($41,000,000); plus
231
(ii) fifty percent (50%) of the net
income of Borrower and the Subsidiaries for each
Fiscal Year beginning with the Fiscal Year ending in
1997 but only if the Fiscal year has completely
elapsed; plus

(iii) one hundred percent (100%) of all
capital contributions made to the Borrower since June
1, 1996, net of all reasonable costs associated with
the issuance of the securities relating to such
capital contribution or otherwise necessary to obtain
such capital contributions; plus

(iv) one hundred percent (100%) of the
principal amount of all Debt of Borrower which is
subordinated to the senior debt of Borrower and which
has, since June 1, 1996, been converted or exchanged
for equity interests in the Borrower.

ARTICLE III

Ratifications, Representations and Warranties

Section 3.01 Ratifications;. The terms and provisions set forth
in this Amendment shall modify and supersede all inconsistent terms and
provisions set forth in the Loan Documents 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 Amendment to Loan Documents dated May 1, 1992, that certain Second
Amendment to Loan Documents dated November 5, 1993, that certain Third
Amendment to Loan Documents dated July 22, 1994, that certain Fourth Amendment
to Loan Documents dated December 31, 1994, that certain Fifth Amendment to Loan
Documents dated April 14, 1995, that certain Sixth Amendment to Loan Documents
dated June 1, 1995 and that certain Seventh Amendment to Loan Documents dated
April 30, 1996, all as filed in the real property records where the Mortgages
are filed as described on Schedule I [collectively, the "Previous Amendments"]
and each of which are hereby incorporated herein by this reference as if set
forth herein in their entirety) 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 and no party hereto has any claims, offsets, defenses or
counterclaims to the terms and provisions of the Loan Documents or arising out
of any acts or omissions of any party with respect thereto. Each of the
parties hereto agree that 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.
232
Section 3.02 Representations and Warranties. To induce Agent and
the Banks to modify the Loan Documents as herein set forth, the Borrower and
each Guarantor represents and warrants to the Agent and the Banks that:

(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.

(c) The execution, delivery, and performance by it of
this Amendment has been duly authorized by all requisite action on its
part and do not and will not violate or conflict with its articles of
incorporation, bylaws, partnership agreement or certificate of limited
partnership or any law, rule, or regulation or any order, writ,
injunction, or decree of any court, governmental authority, or
arbitrator, and do not and will not conflict with, result in a breach
of, or constitute a default under, or result in the creation or
imposition of any lien (except as provided herein) upon any of its
revenues or assets pursuant to the provisions of any indenture,
mortgage, deed of trust, security agreement, franchise, permit,
license, or other instrument or agreement by which it or any of its
properties is bound.

(d) This Amendment constitutes its legal, valid, and
binding obligations, enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency, or other laws of general
application relating to the enforcement of creditor's rights.

(f) No statement, information, report, representation, or
warranty made by it in this Amendment or furnished to any Bank in
connection with this Amendment or any of the transactions contemplated
hereby contains any untrue statement of a material fact or omits to
state any material fact necessary to make the statements herein or
therein not misleading. There is no fact known to it which has a
material adverse effect, or which might in the future have a material
adverse effect, on its business, condition (financial or otherwise),
operations, prospects, or properties that has not been disclosed in
writing to the Banks.
233
(g) The bylaws, articles or certificate of incorporation,
partnership agreement and certificates of limited partnership of each
Loan Party, as applicable, have not been revoked, amended or otherwise
modified since June of 1995 and are all in full force and effect.

ARTICLE IV

Miscellaneous

Section 4.01 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 Agent or any
Bank or any closing shall affect the representations and warranties or the
right of Agent and each Bank to rely upon them.

Section 4.02 Reference to Loan Documents. Each of the Loan
Documents are hereby amended so that any reference in such Loan Documents to
the other Loan Documents shall mean a reference to such other Loan Documents as
amended hereby.

Section 4.03 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.

Section 4.04 Applicable Law. This Amendment shall be governed by
and construed in accordance with the laws of the state of New York except to
the extent that the provisions of the Loan Documents are governed by the laws
of another state, the amendment to those provisions pursuant hereto shall be
governed by the laws of such other state.

Section 4.05 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 the Borrower nor any Guarantor may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of the Banks.

Section 4.06 Counterparts. This Amendment may be executed in one
or more 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.

Section 4.07 Effect of Waiver. No consent or waiver, express or
implied, by Rabobank, the Agent, SunTrust or ▇▇▇▇▇▇ to or for any breach of or
deviation from any covenant, condition or duty by the 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.
234
Section 4.08 Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

Section 4.09 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 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.
CAL-MAINE EGG PRODUCTS, INC.
CAL-MAINE FARMS, INC.

By:
----------------------------------
▇.▇. ▇▇▇▇▇▇
Vice President of each Company

CAL-MAINE PARTNERSHIP, LTD.

By: Cal-Maine Foods, Inc.,
its general partner

By:
--------------------------
▇.▇. ▇▇▇▇▇▇, Vice President

SUNTRUST BANK, ATLANTA,
formerly known as Trust Company Bank

By:
------------------------------
Name:
------------------------
Title:
----------------------
235
By:
------------------------------------------
Name:
------------------------------------
Title:
----------------------------------

COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW
YORK BRANCH, individually and as Agent

By:
------------------------------------------
Name:
------------------------------------
Title:
----------------------------------

By:
------------------------------------------
Name:
------------------------------------
Title:
----------------------------------
236
▇▇▇▇▇▇ TRUST AND SAVINGS BANK

By:
---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
237
DATE: October 10, 1996 FAX NUMBER: (▇▇▇) ▇▇▇-▇▇▇▇

TO: ▇▇▇▇▇ ▇▇▇▇▇▇ COMPANY: Cal-Maine
PHONE NUMBER: (▇▇▇) ▇▇▇-▇▇▇▇

FROM: ▇▇▇▇ ▇▇▇▇▇ PHONE NUMBER: (▇▇▇) ▇▇▇-▇▇▇▇
FAX NUMBER: (▇▇▇) ▇▇▇-▇▇▇▇

--------------------------------------------------------------------------------
TOTAL NUMBER OF PAGES (INCLUDING COVER): one
--------------------------------------------------------------------------------

Good afternoon, ▇▇▇▇▇,

As we discussed, below please find the amendments which Rabobank approved today
for the benefit of Cal-Maine. These amendments have been approved, in theory,
by SunTrust and have been presented to ▇▇▇▇▇▇ Trust for their consideration.
Give me a call if any of these are ambiguous. Thanks!

We have approved:

an amendment to allow Cal-Maine to pay cash dividends. This amendment will only
be effective upon successful completion of a currently contemplated public
offering and subject to no other covenant being violated by a dividend payment.
It will, further, be subject to a limitation on the payment of those dividends
to exclude any fiscal year in which the company suffers a net loss; and,

an amendment to redefine the Cash Flow Coverage Ratio so as to include the
payment of any cash dividends as part of the denominator of the required ratio
calculation. The amended covenant will be:

NI + Taxes + depreciation and amortization + Interest Paid

----------------------------------------------------------1.25:1
Int + cm/ltd + Dividends

(with current definitions to remain in place)

RABOBANK

1 EXHIBIT 10.1 AMENDED AND RESTATED TERM LOAN AGREEMENT DATED AS OF MAY 29, 1990

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