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Exhibit
10.24
SECOND AMENDMENT TO AMENDED
AND RESTATED REVOLVING CREDIT
AGREEMENT DATED DECEMBER 22,
2003, AMONG ROYSTER-CLARK, INC.,
CERTAIN SUBSIDIARIES OF
ROYSTER-CLARK, INC., VARIOUS FINANCIAL
INSTITUTIONS, U.S. BANK
NATIONAL ASSOCIATION, as the Administrative Agent, and a
Collateral Agent, and THE CIT
GROUP/BUSINESS CREDIT, INC., as a Collateral Agent,
and
SUPPLEMENT AMENDING THE
BORROWER PLEDGE AND SECURITY AGREEMENT,
THE SUBSIDIARY GUARANTY AND
THE SUBSIDIARY PLEDGE AND SECURITY
AGREEMENT
This Second Amendment to
Amended and Restated Revolving Credit Agreement and Supplement
Amending the Borrower Pledge and Security Agreement, the Subsidiary
Guaranty and the Subsidiary Pledge and Security Agreement
(collectively, this “ Amendment ”) is made as of
February 3, 2005 between Royster-Clark, Inc. a Delaware corporation
(hereinafter referred to as “ Borrower ”),
Royster-Clark Resources LLC, a Delaware limited liability company,
Royster-Clark Agribusiness, Inc. (f/k/a IMC AgriBusiness, Inc.), a
Delaware corporation, Royster-Clark Nitrogen, Inc. (f/k/a IMC
Nitrogen Company), a Delaware corporation, (individually a “
Co-Borrower ” and collectively, the “
Co-Borrowers ”), and the various financial
institutions signatory hereto (being all of the
Lenders).
RECITAL
Borrower has agreed to sell
100% of the capital stock of the Co-Borrower, Royster-Clark
Nitrogen, Inc. (“ RCN ”) to Rentech Development
Corporation for a price of approximately $63,000,000 with
$50,000,000 fixed and approximately $13,000,000 to be adjusted
dollar for dollar based on the level of working capital at RCN at
closing. Proceeds from the sale of the plant ($50,000,000) will be
tendered to the holders of the First Mortgage Notes in respect of
mortgages to be released pursuant to the terms of the indenture
underlying the First Mortgage Notes. After deduction of prepayment
penalties and transaction expenses this tender is expected to
result in reduction of indebtedness to the holders of the First
Mortgage Notes of approximately $41,000,000. The remainder of the
proceeds (the amount determined by the working capital delivered
along with the plant) will be applied to the Revolving Loan and,
being greater than the Collateral delivered to the buyer, will
result in an immediate increase of availability. The current
Revolving Loan Commitment Amount ($225,000,000) is not expected to
be changed as a result of this transaction. The transaction
described in this paragraph is referred to herein as the “
RCN Sale ”.
With respect to the Amended
and Restated Revolving Credit Agreement between Borrower, the
Co-Borrowers and the Lenders dated December 22, 2003 (as amended,
replaced, restated and/or supplemented from time to time, the
“ Credit Agreement ”) and other Loan Documents,
Borrower and the Co-Borrowers have requested that the Lenders amend
and modify the Credit Agreement and other Loan Documents to reflect
certain terms of the RCN Sale, Borrower and the Co-Borrowers have
requested that the Lenders waive compliance with certain covenants
under the Credit Agreement and other Loan Documents relating to the
RCN Sale,
Borrower and the Co-Borrowers have
requested that the Lenders consent to the release of RCN as a
Co-Borrower in accordance with the Credit Agreement, as a Guarantor
under the Subsidiary Guaranty, and as a Grantor under the
Subsidiary, Pledge and Security Agreement, and the Lenders are
willing to do these things on the terms and conditions herein
contained. Except as defined herein, all capitalized terms used in
this Amendment shall have meaning assigned to them in the Credit
Agreement and other Loan Documents.
NOW THEREFORE, in
consideration of the foregoing and of the terms and conditions
contained in the Credit Agreement and this Amendment and of any
loans or other financial accommodations heretofore, now or
hereafter made to or for the benefit of Borrower and the
Co-Borrowers by the Lenders, Borrower, the Co-Borrowers and the
Lenders agree as follows:
1. Notwithstanding the terms
of any such Loan Document to the contrary, the parties acknowledge
and agree that RCN is hereby released as a Co-Borrower under the
Credit Agreement, under each Revolving Note, under the Swing Line
Note and under the Agent’s Fee Letter. RCN agrees that it
shall have no further rights to any Credit Extensions under the
Credit Agreement or any Loan Documents.
2. Section 1.1 of the
Credit Agreement, Definitions And Accounting Terms , shall
be amended by adding, relocating or amending the following
definitions, as the case may be, to read in full as
follows:
“ Revolving Note
” means a promissory note of the Borrower and the
Co-Borrowers payable to any Lender, substantially in the form of
Exhibit A-1-3 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time in
accordance with the terms hereof and thereof), evidencing the
aggregate Indebtedness of the Borrower and the Co-Borrowers to such
Lender resulting from outstanding Revolving Loans, and also means
all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.
“Swing Line Note
” means a promissory note of the Borrower and the
Co-Borrowers payable to the Swing Line Lender, in substantially the
form of Exhibit A-2-3 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of the Borrower and the
Co-Borrowers to the Swing Line Lender resulting from outstanding
Swing Line Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal
thereof.
3. Notwithstanding the
definition of “ Change in Control ” as such term
appears in Section 1.1 of the Credit Agreement, the parties
acknowledge and agree that the sale of RCN by Borrower under the
terms of the RCN Sale shall not be treated as a Change in Control
under the Credit Agreement.
4. Notwithstanding the terms
of Section 7.2.9 of the Credit Agreement, Asset
Dispositions, etc , the parties acknowledge and agree that sale
of RCN by Borrower under the terms of the RCN Sale shall not be
treated as Disposition which violates Section 7.2.9 of the
Credit Agreement.
2
5. Notwithstanding the terms
of Section 7.2.15 of the Credit Agreement, Prepayment of
the First Mortgage Notes , the parties acknowledge and agree
that prepayment of the First Mortgage Notes by Borrower in an
amount up to $50,000,000 from the proceeds of the RCN Sale shall
not be treated as a prepayment of the First Mortgage Notes which
violates Section 7.2.15 of the Credit Agreement.
6. To avoid uncertainty and
notwithstanding the terms of subsection (d) of Section 3.1.1
of the Credit Agreement, Repayments and Prepayments , the
parties acknowledge and agree that payment by Borrower to Lenders
of approximately $10,000,000 of the proceeds from the RCN Sale
shall satisfy the requirements of subsection (d) of Section
3.1.1 of the Credit Agreement.
7. Notwithstanding any terms
of the Credit Agreement or any terms of the Subsidiary Guaranty to
the contrary, the parties acknowledge and agree that RCN is hereby
fully and finally released as a Guarantor under the Subsidiary
Guaranty.
8. Notwithstanding any terms
of the Credit Agreement or any terms of the Borrower Pledge and
Security Agreement to the contrary, the parties acknowledge and
agree that the Capital Stock of RCN and the Intercompany Notes made
by RCN to Borrower are hereby fully and finally released as
Collateral (as the term is defined in the Borrower Pledge and
Security Agreement) under the terms of the Borrower Pledge and
Security Agreement.
9. Notwithstanding any terms
of the Credit Agreement or any terms of the Subsidiary, Pledge and
Security Agreement to the contrary, the parties acknowledge and
agree that RCN is hereby fully and finally released as Grantor
under the Subsidiary, Pledge and Security Agreement and any
Collateral (as the term is defined in the Subsidiary, Pledge and
Security Agreement) owned by RCN and the Intercompany Notes made by
RCN to other Co-Borrowers are hereby fully and finally released
under the terms of the Subsidiary, Pledge and Security
Agreement.
10. RCN hereby fully and
finally releases any and all rights, title or interest RCN has in
any Intercompany Notes made to RCN by Borrower or any other
Co-Borrower.
11. By execution of this
Amendment, the Lenders hereby empower and direct the Agent, on
behalf of the Lenders, to execute, deliver, file and record any and
all documents reasonably required to complete the RCN
Sale.
12. This Amendment shall be
effective conditioned upon (i) execution and delivery to the Agent
of this Amendment by the Borrower, the Co-Borrowers and all of the
Lenders, (ii) execution and delivery to the Agent of an Opinion of
Counsel by Borrower’s Counsel, a Certificate of an Authorized
Officer of the Borrower or a combination thereof, in form and
substance reasonably acceptable to the Agent, that the RCN Sale is
being made in accordance with the First Mortgage Note Documents and
that legal requirements related to the RCN Sale are being
satisfied, and (iii) a Certificate of an Authorized Officer of the
Borrower, in form and
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