EX-99.1 7 exhibit991.htm EX-99.1 exhibit991
S
ECOND
A
MENDMENT TO
A
MENDED AND
R
ESTATED
C
REDIT
A
GREEMENT
This Second Amendment to Amended and
 
Restated Credit Agreement (herein, this
“Amendment”
)
is entered into as of March 25, 2025 (the
“Effective Date”
), between C
AL
-M
AINE
F
OODS
,
I
NC
., a Delaware
corporation (the
“Borrower”
), the
 
direct and
 
indirect Wholly-owned
 
Domestic Subsidiaries
 
of the
 
Borrower
from time to
 
time party to
 
the Credit
 
Agreement (as hereinafter
 
defined), as
 
Guarantors, the
 
several financial
institutions from
 
time to time
 
party to the
 
Credit Agreement, as
 
Lenders, and
 
BMO
B
ANK
 
N.A. (formerly
known as BMO Harris Bank N.A.), as administrative agent (the “
Administrative Agent
”).
P
RELIMINARY
S
TATEMENTS
 
A.
 
The
 
Borrower,
 
Lenders
 
and
 
the
 
Administrative
 
Agent
 
previously
 
entered
 
into
 
a
 
certain
Amended
 
and
 
Restated
 
Credit
 
Agreement,
 
dated
 
as
 
of
 
November 15,
 
2021
 
(as
 
amended,
 
restated,
supplemented or modified
 
from time to
 
time, the
“Credit Agreement”
).
 
All capitalized terms
 
used herein
without definition shall have the same meanings herein as such terms have in the Credit Agreement.
 
B.
 
The Borrower and
 
the Lenders have
 
agreed to amend
 
the Credit Agreement
 
on the terms
 
and
conditions set forth in this Amendment.
N
OW
,
T
HEREFORE
,
for
 
good
 
and
 
valuable
 
consideration,
 
the
 
receipt
 
and
 
sufficiency
 
of
 
which
 
is
hereby acknowledged, the parties hereto agree as follows:
S
ECTION
 
1.
 
A
MENDMENTS
.
Upon the satisfaction of the
 
conditions precedent set forth in
 
Section 2 below, the Credit Agreement
shall be and hereby is amended, effective as of the Effective Date, as follows:
 
1.1.
 
All
 
references
 
to
 
“BMO
 
Harris
 
Bank
 
N.A.”
 
in
 
the
 
Credit
 
Agreement
 
and
 
the
 
other
 
Loan
Documents are hereby
 
replaced with
 
references to “BMO
 
Bank N.A. (formerly
 
known as BMO
 
Harris Bank
N.A.)”.
 
1.2.
 
The
 
definition
 
of
 
“Change
 
of
 
Control”
 
in
 
Section
 
1.1
 
of
 
the
 
Credit
 
Agreement
 
is
 
hereby
amended and restated in its entirety to read as follows:
 
“
Change of Control
” means (I) prior to the Conversion, Fred R. Adams
 
Jr., his spouse, natural
children, sons-in-law or grandchildren, or any trust, guardianship, conservatorship or custodianship
for the
 
primary benefit
 
of any
 
of the
 
foregoing, or
 
any family
 
limited partnership,
 
similar limited
liability company
 
or other
 
entity that
 
100% of
 
voting control
 
of such
 
entity,
 
is held
 
by any
 
of the
foregoing, cease at any
 
time and for any
 
reason (including death or
 
incapacity) to own, legally
 
and
beneficially, at
 
least 50% of the votes represented by the
 
Voting
 
Stock of the Borrower, and
 
(II) on
and after the
 
Conversion, any of
 
(a) the acquisition
 
by any “person”
 
or “group” (as
 
such terms are
used in
 
sections 13(d) and
 
14(d) of
 
the Securities Exchange
 
Act of 1934,
 
as amended)
 
at any
 
time
of beneficial ownership
 
of 30.0% or
 
more of the
 
outstanding capital stock
 
or other equity
 
interests
of the Borrower on a fully-diluted
 
basis, (b) the failure of
 
individuals who are members of
 
the board
of directors (or similar governing body) of the Borrower on the Second Amendment Effective Date
(together with any new or
 
replacement directors whose initial nomination
 
for election was approved
by a majority
 
of the directors
 
who were either
 
directors on the
 
Second Amendment Effective
 
Date
or previously
 
so approved)
 
to constitute
 
a majority
 
of the
 
board of
 
directors (or
 
similar governing
body) of the Borrower,
 
or (c) any “Change of
 
Control” (or words of like import),
 
as defined in any
agreement
 
or
 
indenture
 
relating
 
to
 
any
 
issue
 
of
 
Material
 
Indebtedness
 
of
 
any
 
Loan
 
Party
 
or
 
any
Subsidiary of a Loan Party, shall occur.
 
 
1.3.
 
The following new defined
 
terms are hereby added
 
to Section 1.1 of
 
the Credit Agreement in
the appropriate alphabetical order to read as follows:
 
 
“Conversion”
 
means
 
the date
 
upon which
 
all
 
Class A
 
Shares
 
(as
 
defined in
 
the Conversion
Agreement) are converted to Common Shares (as defined in
 
the Conversion Agreement) under and
in accordance with
 
the terms specified
 
in the Conversion
 
Agreement.
 
Evidence of the
 
Conversion
shall be provided to the Administrative Agent.
 
“Conversion
 
Agreement”
means
 
that
 
certain
 
Agreement
 
Regarding
 
Conversion
 
dated
 
as
 
of
February
 
25, 2025
 
among
 
the
 
Borrower,
 
DLNL,
 
LLC, a
 
Delaware
 
limited liability
 
company
 
(the
“
Daughters’ LLC
”), and each member of the Daughters’ LLC,
 
as such agreement may be amended
from time to time with notice to the Administrative Agent.
 
“
Second Amendment Effective Date
” means, March 25, 2025.
 
1.4.
 
Schedule
 
6.2 to
 
the Credit
 
Agreement shall
 
be and
 
hereby
 
is amended,
 
effective
 
as of
 
the
Effective
 
Date,
 
by
 
deleting
 
such
 
Schedule
 
6.2
 
in
 
its
 
entirety
 
and
 
substituting
 
therefor
 
the
 
Schedule
 
6.2
attached hereto as Exhibit A.
S
ECTION
2.
 
C
ONDITIONS
P
RECEDENT
.
The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions
precedent:
 
2.1.
 
The Borrower, Administrative Agent and Lenders shall have executed and delivered
this Amendment.
S
ECTION
3.
 
R
EPRESENTATIONS
.
In order to
 
induce the Administrative
 
Agent and
 
the Lenders to
 
execute and
 
deliver this Amendment,
each Loan
 
Party hereby
 
represents to
 
the Administrative
 
Agent and
 
the Lenders
 
that as
 
of the
 
date hereof
(a) the representations and warranties
 
set forth in Section
 
6 of the Credit Agreement
 
and in the other
 
Loan
Documents are and shall be and
 
remain true and correct and (b)
 
each Loan Party is in compliance
 
with the
terms and conditions of the Credit Agreement and in the other Loan Documents
 
and no Default or Event of
Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this
Amendment.
S
ECTION
4.
 
M
ISCELLANEOUS
.
 
4.1.
 
Each Loan Party heretofore executed and delivered to the Administrative Agent the Collateral
Documents to which it is a party.
 
Each Loan Party hereby acknowledges and agrees that the Liens created
and
 
provided
 
for
 
by
 
the
 
Collateral
 
Documents
 
continue
 
to
 
secure,
 
among
 
other
 
things,
 
the
 
Obligations
arising
 
under
 
the
 
Credit
 
Agreement
 
as
 
amended
 
hereby.
 
The
 
Collateral
 
Documents
 
and
 
the
 
rights
 
and
remedies of
 
the Administrative
 
Agent thereunder,
 
the Obligations
 
of the
 
Loan Parties
 
thereunder,
 
and the
Liens created and provided for
 
thereunder remain in full force
 
and effect and shall not be
 
affected, impaired
or discharged hereby.
 
Nothing herein contained
 
shall in any
 
manner affect or impair
 
the priority of
 
the liens
and security
 
interests created
 
and provided
 
for by
 
the Collateral
 
Documents as
 
to the
 
indebtedness which
would be secured thereby prior to giving effect to this Amendment.
 
4.2.
 
Except as
 
specifically amended
 
herein, the
 
Credit Agreement
 
and the
 
other Loan
 
Documents
shall continue in full
 
force and effect
 
in accordance with its
 
original terms.
 
Reference to this Amendment
need
 
not
 
be
 
made
 
in
 
the
 
Credit
 
Agreement,
 
the
 
Note,
 
or
 
any
 
other
 
instrument
 
or
 
document
 
executed
 
in
connection
 
therewith,
 
or
 
in
 
any
 
certificate,
 
letter
 
or
 
communication
 
issued
 
or
 
made
 
pursuant
 
to
 
or
 
with
respect to the
 
Credit Agreement, any
 
reference in any
 
of such items
 
to the Credit
 
Agreement being
 
sufficient
to refer to the Credit Agreement as amended hereby.
 
4.3.
 
The
 
Borrower
 
agrees
 
to
 
pay
 
on
 
demand
 
all
 
costs
 
and
 
expenses
 
of
 
or
 
incurred
 
by
 
the
Administrative
 
Agent
 
in
 
connection
 
with
 
the
 
negotiation,
 
preparation,
 
execution
 
and
 
delivery
 
of
 
this
Amendment, including the fees and expenses of counsel for the Administrative Agent.
 
4.4.
 
This Amendment may be executed in any number of counterparts, and by the different
 
parties
on
 
different
 
counterpart
 
signature
 
pages,
 
all
 
of
 
which
 
taken
 
together
 
shall
 
constitute
 
one
 
and
 
the
 
same
agreement.
 
Any of
 
the parties
 
hereto may
 
execute this
 
Amendment by
 
signing any
 
such counterpart
 
and
each
 
of
 
such
 
counterparts
 
shall
 
for
 
all
 
purposes
 
be
 
deemed
 
to
 
be
 
an
 
original.
 
Delivery
 
of
 
a
 
counterpart
hereof by facsimile transmission
 
or by e-mail transmission
 
of an Adobe portable
 
document format file (also
known
 
as
 
a
 
“PDF”
 
file)
 
shall
 
be
 
effective
 
as
 
delivery
 
of
 
a
 
manually
 
executed
 
counterpart
 
hereof.
 
THIS
AMENDMENT
 
AND
 
THE
 
RIGHTS
 
AND
 
DUTIES
 
OF
 
THE
 
PARTIES
 
HERETO,
 
SHALL
 
BE
CONSTRUED
 
AND
 
DETERMINED
 
IN
 
ACCORDANCE
 
WITH
 
THE
 
LAWS
 
OF
 
THE
 
STATE
 
OF
ILLINOIS WITHOUT
 
REGARD TO
 
CONFLICTS OF
 
LAW
 
PRINCIPLES THAT
 
WOULD REQUIRE
APPLICATION
 
OF THE LAWS OF ANOTHER JURISDICTION.
[S
IGNATURE
P
AGE TO
F
OLLOW
]
This Second Amendment to Amended and Restated Credit Agreement is
 
entered into as of the date
and year first above written.
“B
ORROWER
”
C
AL
-M
AINE
F
OODS
,
I
NC
.
By /s/ Max Bowman
 
______________________
 
 
Name: Max Bowman __________________
 
 
Title: VP-CFO
 
_______________________
 
“G
UARANTORS
”
A
MERICAN
E
GG
P
RODUCTS
,
LLC
By /s/ Max Bowman
 
______________________
 
Max Bowman
Vice President – Chief Financial Officer
 
of
Cal-Maine Foods, Inc.
B
ENTON
C
OUNTY
F
OODS
,
LLC
By /s/ Max Bowman
 
______________________
 
Max Bowman
Vice President – Chief Financial Officer
 
of
Cal-Maine Foods, Inc.
W
HARTON
C
OUNTY
F
OODS
,
LLC
By /s/ Max Bowman
 
______________________
 
Max Bowman
Vice President – Chief Financial Officer
 
of
Cal-Maine Foods, Inc.
S
OUTH
T
EXAS
A
PPLICATORS
,
I
NC
.
By /s/ Max Bowman
 
______________________
 
Max Bowman
Vice President – Chief Financial Officer
 
of
Cal-Maine Foods, Inc.
C
AL
-M
AINE
R
EAL
E
STATE
LLC
By /s/ Max Bowman
 
______________________
 
Max Bowman
Vice President – Chief Financial Officer
 
of
Cal-Maine Foods, Inc.
T
EXAS
E
GG
P
RODUCTS
,
LLC
By /s/ Max Bowman
 
______________________
 
Max Bowman
Vice President – Chief Financial Officer
 
of
Cal-Maine Foods, Inc.
“A
DMINISTRATIVE
A
GENT AND
L/C
I
SSUER
”
BMO
B
ANK
N.A.
(formerly known as BMO Harris Bank
N.A.), as Administrative Agent and L/C Issuer
By /s/ David J. Bechstein __________________
 
 
Name: David J. Bechstein
 
Title: Director
 
“L
ENDERS
”
BMO
B
ANK
N.A.
(formerly known as BMO Harris Bank
N.A.)
By: /s/ David J. Bechstein
 
_________________
 
 
Name: David J. Bechstein
 
Title: Director
G
REEN
S
TONE
F
ARM
C
REDIT
S
ERVICES
,
ACA
By /s/ Curtis Flammini ____________________
 
 
Name Curtis Flammini
 
__________________
 
 
Title VP Capital Markets Lending
 
_________
 
 
A
G
F
IRST
F
ARM
C
REDIT
B
ANK
By /s/ Creighton Culvern __________________
 
 
Name Creighton Culvern
 
________________
 
 
Title AVP ____________________________
 
C
OMPEER
F
INANCIAL
,
ACA
By /s/ Jeremy Voigts
 
_____________________
 
 
Name Jeremy Voigts
 
___________________
 
 
Title Director, Capital Markets
 
___________
 
F
ARM
C
REDIT
B
ANK OF
T
EXAS
By /s/ Katrina Lange
 
______________________
 
 
Name Katrina Lange
 
___________________
 
 
Title VP Director Capital Markets
 
_________
 
 
Exhibit A
 
S
CHEDULE
 
6.2
S
UBSIDIARIES
N
AME
J
URISDICTION OF
O
RGANIZATION
P
ERCENTAGE
O
WNERSHIP
American Egg Products, LLC
Georgia
100%
Texas Egg Products, LLC
Texas
Borrower 78.2%
Wharton County Foods, LLC
21.8%
Benton County Foods, LLC
Arkansas
100%
South Texas Applicators, Inc.
Delaware
100%
Wharton County Foods, LLC
Texas
100%
Cal-Maine Real Estate LLC
Mississippi
100%