Cal Maine Foods Inc Sample Contracts

1 EXHIBIT 10.1 AMENDED AND RESTATED TERM LOAN AGREEMENT DATED AS OF MAY 29, 1990
Revolving Credit Agreement • October 25th, 1996 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • New York
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BETWEEN
Warrant Agreement • October 25th, 1996 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • Maine
CAL-MAINE FOODS, INC. (a Delaware corporation) 6,900,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 24th, 2020 • Cal-Maine Foods Inc • Agricultural prod-livestock & animal specialties • New York
ARTICLE I SALE OF ASSETS AND ASSIGNMENT OF CONTRACTS
Exhibit 2 • October 14th, 1999 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • Texas
CREDIT AGREEMENT
Credit Agreement • July 10th, 2018 • Cal-Maine Foods Inc • Agricultural prod-livestock & animal specialties • Illinois

This Credit Agreement is entered into as of July 10, 2018 by and among Cal‑Maine Foods, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Wholly-owned Domestic Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO HARRIS BANK N.A., as Administrative Agent as provided herein.

IRST
Credit Agreement • July 25th, 2023 • Cal-Maine Foods Inc • Agricultural prod-livestock & animal specialties
1 EXHIBIT 10.2 NOTE PURCHASE AGREEMENT
Note Purchase Agreement • October 25th, 1996 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • North Carolina
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • October 5th, 2004 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • New York

THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of August 6, 2004, is among CAL-MAINE FOODS, INC. (“Borrower”), FIRST SOUTH FARM CREDIT, ACA (“First South”), COÖPERATIEVE CENTRALE RAIFFEISEN–BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH, individually and as administrative agent for itself and the other Banks (in such capacity, the “Administrative Agent” and individually, herein “Rabobank”), and HARRIS TRUST AND SAVINGS BANK (“Harris” and collectively with Rabobank and First South, herein the “Banks”).

EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 11th, 2005 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • New York

THIS EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of March 15, 2005, is among CAL-MAINE FOODS, INC. (“Borrower”), FIRST SOUTH FARM CREDIT, ACA (“First South”), COÖPERATIEVE CENTRALE RAIFFEISEN–BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL,” NEW YORK BRANCH (who is sometimes referred to as Rabobank Nederland), individually and as administrative agent for itself and the other Banks (in such capacity, the “Administrative Agent” and individually, herein “Rabobank”), and HARRIS TRUST AND SAVINGS BANK (“Harris” and collectively with Rabobank and First South, herein the “Banks “).

TENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 15th, 2007 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • New York

THIS TENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Amendment"), dated as of March 15, 2007, is among CAL-MAINE FOODS, INC. ("Borrower"), FIRST SOUTH FARM CREDIT, ACA ("First South"), COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," NEW YORK BRANCH (who is sometimes referred to as Rabobank International), individually and as Administrative Agent for itself and the other Banks (in such capacity, the "Administrative Agent" and individually, herein "Rabobank"), and HARRIS N.A., successor in interest by merger to HARRIS TRUST AND SAVINGS BANK ("Harris" and collectively with Rabobank and First South, herein the "Banks").

AGREEMENT REGARDING COMMON STOCK
Agreement Regarding Common Stock • June 5th, 2018 • Cal-Maine Foods Inc • Agricultural prod-livestock & animal specialties • Delaware

This AGREEMENT REGARDING COMMON STOCK (this “Agreement”) is made and entered into as of __________, 2018, among Cal-Maine Foods, Inc., a Delaware corporation (the “Company”), and each individual identified on the signature page hereto, and to the extent set forth in this Agreement, their successors, assigns, heirs and transferees (each a “Stockholder Party”, and collectively, the “Stockholder Parties”).

FOURTH AMENDMENT AND WAIVER AGREEMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT DATED AS OF SEPTEMBER 30, 2003
Waiver Agreement • March 15th, 2007 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • Massachusetts

THIS FOURTH AMENDMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of March 1, 2007, among Cal-Maine Foods, Inc. (the “Company”) and Cal-Maine Partnership, LTD (the “Partnership” and with the Company, the “Borrowers”) and John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company (collectively, the “Purchasers”) is with respect to the Amended and Restated Note Purchase Agreement dated as of September 30, 2003 (as amended by the First Amendment and Waiver Agreement dated as of November 30, 2003, a Second Amendment Agreement dated as of January 26, 2004, a Third Amendment Agreement dated as of August 2, 2004 and a letter agreement dated August 24, 2005, the “Note Agreement”) pursuant to which the Borrowers have outstanding their Series A Secured Notes due September 1, 2014, their Series B Secured Notes due September 1, 2014 and their Series C Secured Notes due September 1, 2014 (collectively, the “Notes”). As of the date of this Agreement, the Purchasers ar

NINTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Credit Agreement • August 17th, 2006 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • New York

THIS NINTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Amendment"), dated as of October 13, 2005, is among CAL-MAINE FOODS, INC. ("Borrower"), FIRST SOUTH FARM CREDIT, ACA ("First South"), COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," NEW YORK BRANCH (who is sometimes referred to as Rabobank International), individually and as Administrative Agent for itself and the other Banks (in such capacity, the "Administrative Agent" and individually, herein "Rabobank"), and HARRIS N.A., successor in interest by merger to HARRIS TRUST AND SAVINGS BANK ("Harris" and collectively with Rabobank and First South, herein the "Banks").

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 11th, 2005 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • New York

THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of August 6, 2004, is among CAL-MAINE FOODS, INC. (“Borrower”), FIRST SOUTH FARM CREDIT, ACA (“First South”), COÖPERATIEVE CENTRALE RAIFFEISEN–BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH, individually and as administrative agent for itself and the other Banks (in such capacity, the “Administrative Agent” and individually, herein “Rabobank”), and HARRIS TRUST AND SAVINGS BANK (“Harris” and collectively with Rabobank and First South, herein the “Banks “).

Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan
Cal-Maine Foods Inc • October 2nd, 2020 • Agricultural prod-livestock & animal specialties • Mississippi

Page 8.7 Death of Optionee 10 8.8 Modification or Assumption of SARs 10 8.9 Tax Considerations Related to SAR Modifications 10 8.10 No Dividend Equivalent Rights 10 ARTICLE 9. RESTRICTED SHARES 10 9.1 Restricted Stock Agreement 10 9.2 Payment for Awards 10 9.3 Vesting Conditions 10 9.4 Voting and Dividend Rights 11 9.5 Section 83(b) Election 11 ARTICLE 10. STOCK UNITS 11 10.1 Stock Unit Agreement 11 10.2 Payment for Awards 11 10.3 Vesting Conditions 11 10.4 Voting and Dividend Rights 11 10.5 Form and Time of Settlement of Stock Units 11 10.6 Death of Recipient 12 10.7 Creditors' Rights 12 ARTICLE 11. OTHER AWARDS 12 11.1 Awards under Other Plans 12 ARTICLE 12. PROTECTION AGAINST DILUTION 12 12.1 Adjustments 12 12.2 Dissolution or Liquidation 12 12.3 Reorganizations 12 ARTICLE 13. PAYMENT OF DIRECTOR'S FEES IN SECURITIES 13 13.1 Effective Date 13 13.2 Elections to Receive NSOs, Restricted Shares or Stock Units 13 13.3 Number and Terms of NSOs, Restricted Shares or Stock Units 13 ARTICLE

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • July 19th, 2022 • Cal-Maine Foods Inc • Agricultural prod-livestock & animal specialties • Mississippi
SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 18th, 2004 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • New York

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of April 14, 2004, is among CAL-MAINE FOODS, INC. (“Borrower”), FIRST SOUTH FARM CREDIT, ACA (“First South”), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK NEDERLAND,” NEW YORK BRANCH, as administrative agent for itself and the other Banks (in such capacity, the “Administrative Agent” and individually, herein “Rabobank”), and HARRIS TRUST AND SAVINGS BANK (“Harris” and collectively with Rabobank and First South, herein the “Banks”).

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT among CAL-MAINE FOODS, INC., as Borrower COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", New York Branch, as Administrative Agent and the banks and other lending...
Revolving Credit Agreement • March 15th, 2007 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • New York

This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT among CAL-MAINE FOODS, INC. (the "Borrower"), each of the banks or other lending institutions which is or which may from time to time become a signatory hereto or any successor or assignee thereof (individually, a "Bank" and, collectively, the "Banks"), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," NEW YORK BRANCH as administrative agent for itself and the other Banks (in such capacity, together with its successors in such capacity, the "Administrative Agent" and individually, herein "Rabobank").

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Exhibit 10.6(a) Wage Continuation Plan, Dated as of July 1, 1986, Between B. J. Raines and the Registrant, as amended, on October 29, 1997 October 27, 1997 Mr. B. J. Raines Cal-Maine Foods, Inc. P. O. Box 2960 Jackson, Mississippi 39207 RE: Amendment...
Cal Maine Foods Inc • August 27th, 1998 • Agricultural prod-livestock & animal specialties

It is agreed that you will continue employment beyond your 65th birthday. It is further agreed that Cal-Maine will not begin making the $50,000 per year wage continuation payments, as set out in the Wage Continuation Plan, until the date of your retirement.

AGREEMENT TO FORM A LIMITED LIABILITY COMPANY, TRANSFER ASSETS THERETO, AND PURCHASE UNITS OF MEMBERSHIP THEREIN
Operating Agreement • August 2nd, 2005 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties

THIS OPERATING AGREEMENT is made and entered into as of __________________, 2005 (the “Effective Date”), by and among the undersigned Members who, in consideration of the mutual covenants herein contained, agree as follows:

SETTLEMENT AGREEMENT
Settlement Agreement • April 2nd, 2018 • Cal-Maine Foods Inc • Agricultural prod-livestock & animal specialties • Pennsylvania

This Settlement Agreement (the “Agreement”) is effective as of January 30, 2018 among: The Kroger Co.; Safeway, Inc.; Walgreen Co.; Hy-Vee, Inc.; Albertsons LLC; The Great Atlantic & Pacific Tea Company; H.E. Butt Grocery Company; Publix Super Markets, Inc.; Supervalu Inc.; and Giant Eagle, Inc. (collectively “Direct Action Plaintiffs” or “DAPs”); and Cal-Maine Foods, Inc. (“Cal-Maine”) (DAPs and Cal-Maine are collectively the “Parties”).

MEMBERSHIP INTERESTS PURCHASE AGREEMENT
Membership Interests Purchase Agreement • December 3rd, 2008 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • Florida

This Membership Interests Purchase Agreement (“Agreement”) is made as of November 28, 2008, by Tampa Farm Service, Inc., a Florida corporation (“Seller”), TFS Holdings, Inc., a Florida corporation (“TFS Holdings”), and Michael H. Bynum, Blair M. Bynum and Samuel G. Bynum (each, a “Shareholder,” and collectively, the “Shareholders”), and Cal-Maine Foods, Inc., a Delaware corporation (“Buyer”).

Cal-Maine Foods, Inc. KSOP Trust, as amended and restated, effective April 1, 2012 CAL-MAINE FOODS, INC. KSOP TRUST AGREEMENT CAL-MAINE FOODS, INC. KSOP TRUST AGREEMENT
Ksop Trust Agreement • March 30th, 2012 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • Georgia

THIS AGREEMENT, between CAL-MAINE FOODS, INC., hereinafter referred to as “Company” and SunTrust Bank, the Directed Trustee, hereinafter referred to as “Trustee”.

CAL-MAINE FOODS, INC. and HILLANDALE, LLC LOAN AGREEMENT Dated as of October 12, 2005 Secured Promissory Note Due December 1, 2020
Loan Agreement • October 18th, 2005 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • Florida

CAL-MAINE FOODS, INC., a Delaware corporation, and HILLANDALE, LLC, a Florida limited liability company (herein individually and collectively called the “Company”), jointly and severally, agree with you as follows:

CAL-MAINE FOODS, INC. 2012 OMINBUS LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • July 28th, 2014 • Cal-Maine Foods Inc • Agricultural prod-livestock & animal specialties • Mississippi

Unless otherwise defined herein, capitalized terms used in this Restricted Stock Agreement (this “Restricted Stock Agreement”) shall have the meanings ascribed in the Cal-Maine Foods, Inc. 2012 Long-Term Incentive Plan.

HILLANDALE, LLC OPERATING AGREEMENT Effective July 28, 2005
Operating Agreement • October 18th, 2005 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • Florida

THIS OPERATING AGREEMENT is made and entered into as of July 28, 2005 (the “Effective Date”), by and among the undersigned Members who, in consideration of the mutual covenants herein contained, agree as follows:

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 18th, 2004 • Cal Maine Foods Inc • Agricultural prod-livestock & animal specialties • New York

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of April 14, 2004, is among CAL-MAINE FOODS, INC. (“Borrower”), FIRST SOUTH FARM CREDIT, ACA (“First South”), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK NEDERLAND,” NEW YORK BRANCH, as administrative agent for itself and the other Banks (in such capacity, the “Administrative Agent” and individually, herein “Rabobank”), and HARRIS TRUST AND SAVINGS BANK (“Harris” and collectively with Rabobank and First South, herein the “Banks”).

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