ITEM 1.01. ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.

On January 30, 2012, Ruddick Corporation (the “Registrant”) entered into an Amended and Restated Credit Agreement (the “Restated Credit Agreement”), by and among the Registrant, as borrower, Wells Fargo Bank, National Association (“Wells Fargo”), Branch Banking & Trust Company, JP Morgan Chase Bank, N.A., Farm Credit Bank of Texas, Fifth Third Bank, TD Bank N.A., Regions Bank, AgFirst Farm Credit Bank, CoBank, ACB, RBC Bank (USA), GreenStone Farm Credit Services, ACA/FLCA, AgStar Financial Services, PCA (collectively with any other lenders party thereto from time to time, the “Lenders”) and Wells Fargo, as administrative agent for the Lenders. The Restated Credit Agreement amends and restates in its entirety the Credit Agreement, dated December 20, 2007, among the Registrant, as borrower, the lenders named therein, and Wells Fargo Bank, as administrative agent for such lenders (the “Prior Credit Agreement”), which Prior Credit Agreement provided the Registrant with a $350 million revolving credit facility that was scheduled to expire on December 20, 2012 and a non-amortizing term loan of $100 million, which outstanding balance was paid in full as of January 30, 2012.  

Under the terms of the Restated Credit Agreement, the Lenders will make available a five-year senior revolving credit facility in the aggregate amount of up to $350 million (the “Restated Credit Facility”) with a $35 million sublimit for swingline loans and a $100 million sublimit for the issuance of letters of credit. The Restated Credit Agreement provides the Registrant with (a) the option to increase the Restated Credit Facility by an additional amount of up to $100 million if the Registrant’s existing or new Lenders agree to assume the additional commitments, and (b) two 1-year maturity extension options, both of which require consent of certain of the Lenders.

Borrowings under the Restated Credit Facility will bear interest, at the Registrant’s option, at (a) an alternate base rate, as determined by reference to rates on federal funds transactions with members of the Federal Reserve System, the prime rate, or the LIBOR Market Index Rate in effect on the interest determination date, (b) a LIBOR Market Index Rate or (c) a LIBOR Rate, each plus an applicable margin depending upon the Registrant’s consolidated leverage ratio and as determined by the administrative agent in accordance with the terms of the Restated Credit Agreement. The Restated Credit Agreement requires the Registrant to maintain a consolidated fixed charge ratio of at least 1.5 to 1 and a consolidated leverage ratio of no more than 4.0 to 1. The Restated Credit Agreement contains representations and warranties and events of default that are customary for this type of transaction.

The description in this Item 1.01 is qualified in its entirety by reference to the Restated Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

As described above, the Restated Credit Agreement amends and restates in its entirety the Prior Credit Agreement.  The information described above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.