Exhibit 10
SECOND AMENDMENT TO REVOLVING
CREDIT, TERM LOAN
AND SECURITY AGREEMENT AND
RELATED DOCUMENTS
This SECOND AMENDMENT TO REVOLVING
CREDIT, TERM LOAN AND SECURITY AGREEMENT AND RELATED DOCUMENTS
(“Second Amendment”) is executed among FGDI, L.L.C., a
limited liability company formed under the laws of the State of
Delaware (“ Borrower ”), the financial
institutions which are now or which hereafter become a party hereto
(collectively, the “ Lenders ” and individually
a “ Lender ”) and CoBANK, ACB (“
CoBank ”), as agent for Lenders (CoBank, in such
capacity, the “ Agent ”), for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged effective November 27, 2006.
Recitals
A. Borrower and Agent have executed
a Revolving Credit, Term Loan and Security Agreement dated as of
March 28, 2006 (“Original Credit Agreement”) and a
First Amendment to the Revolving Credit, Term Loan and Security
Agreement dated as of May 31, 2006 (“First
Amendment”). Hereinafter, the Original Credit Agreement,
First Amendment, and all amendments, extensions, modifications,
replacements and substitutions thereto may be referred to
collectively as the Credit Agreement.
B. Borrower has requested Agent to
make certain changes to the Credit Agreement and Other Documents
(as defined in the Credit Agreement) and to permit Borrower to
incur certain additional subordinated indebtedness from FCStone
Group, Inc. and/or Agrex, Inc. (individually and collectively
“Subordinated Creditor”).
C. Agent is willing to make the
requested changes to the Credit Agreement and Other Documents and
to permit Borrower to incur the requested additional subordinated
indebtedness from Subordinated Creditor so long as Borrower
executes and agrees to abide by the terms and conditions set forth
in this Second Amendment.
Agreements
1. Capitalized terms used in this
Second Amendment and not otherwise defined herein shall have the
meanings given them in the Credit Agreement.
2. The definition of
“Indebtedness” set forth in Section 1.2 of
the Credit Agreement hereby is amended to read:
“ Indebtedness ”
of a Person at a particular date shall mean all obligations of such
Person which in accordance with GAAP would be classified upon a
balance sheet as liabilities (except capital stock and surplus
earned or otherwise) and in any event, without limitation by reason
of enumeration, shall include all indebtedness, debt and other
similar monetary obligations of such Person whether direct or
guaranteed, and all premiums, if any, due at the required
prepayment dates of such indebtedness, and all indebtedness secured
by a Lien on assets owned by such Person, whether or not such
indebtedness
actually shall have been created,
assumed or incurred by such Person. Any indebtedness of such Person
resulting from the acquisition by such Person of any assets subject
to any Lien shall be deemed, for the purposes hereof, to be the
equivalent of the creation, assumption and incurring of the
indebtedness secured thereby, whether or not actually so created,
assumed or incurred. Notwithstanding the foregoing, in calculating
the Total Debt to Adjusted Working Capital financial covenant set
forth in this Agreement, the term “ Indebtedness
” shall exclude all non-recourse indebtedness and amounts
payable to: (a) AFG Asset Management under the AFG Asset
Management Investment Facility Letter; (b) AFG Trust Finance
under the AFG Trust Finance Credit Facility Letter;
(c) FCStone Group, Inc. under a promissory note in the
original principal amount of $1,000,000.00 that is subordinated to
Borrower’s Obligations to Agent and Lenders pursuant to a
subordination agreement in form and substance acceptable to Agent
in its sole discretion; and (d) FCStone Group, Inc. and/or
Agrex, Inc. (individually and collectively “Subordinated
Creditor”) under a promissory note in the original principal
amount of $2,000,000.00, or less, that is subordinated to
Borrower’s Obligations to Agent and Lenders pursuant to one
or more subordination agreements in form and substance acceptable
to Agent in its sole discretion.
3. The definition of “Maximum
Advances Amount” set forth in Section 1.2 of the
Credit Agreement hereby is amended to read:
“ Maximum Advances
Amount ” shall mean $88,000,000.00, subject to any
permanent reduction caused by a permanent reduction in the Maximum
Revolving Advances Amount.
4. The definition of “Maximum
Revolving Advances Amount” set forth in
Section 1.2 of the Credit Agreement hereby is amended
to read:
“ Maximum Revolving
Advances Amount ” shall mean $88,000,000.00; provided
however, that so long as no Event of Default has occurred and is
continuing, Borrower shall be entitled to reduce such amount on a
permanent basis: (a) to $68,000,000.00 or less on one
(1) occasion on or before March 28, 2007 by providing
Agent with at least (3) Business Days’ prior written
notice thereof; and (b) by One Million Dollars ($1,000,000.00)
or a multiple thereof on one (1) occasion during each calendar
year by providing Agent with at least (3) Business Days’
prior written notice thereof. Any such permanent reduction shall
cause an equal permanent reduction in the Maximum Advances
Amount.
5. The definition of
“Revolving Advances Rate” set forth in
Section 1.2 of the Credit Agreement hereby is amended
to read:
“ Revolving Advances
Rate ” shall mean an interest rate per annum equal to:
(a) the sum of the Base Rate plus one-half percent (0.50%)
with respect to Domestic Rate Advances so long as the outstanding
Advances are less than $68,000,000.00 in the aggregate and Borrower
is not entitled to obtain Advances in excess of $68,000,000.00
under this Agreement; (b) the sum of the Base Rate plus
three-quarters percent (0.75%) at all other times; (c) the sum
of LIBOR plus two and one-quarter percent (2.25%) with respect
to LIBOR
