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Exhibit
10.25
THIRD 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,
This Third Amendment to
Amended and Restated Revolving Credit Agreement this “
Amendment ”) is made as of March 28, 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 at
least the Required Lenders).
RECITAL
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 with
respect to certain terms, Borrower and the Co-Borrowers have
requested that the Lenders waive compliance with certain covenants
under the Credit Agreement and other Loan Documents, and the
Lenders are willing to do these things on the terms and conditions
herein contained.
The Borrower, the
Co-Borrowers and the Lenders acknowledge that the 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 dated as
of February 3, 2005 (collectively, the “ Second
Amendment ”) has not yet, and may not become effective
inasmuch as the RCN Sale (as defined in the Second Amendment) has
not yet, and may not become effective.
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. Borrower and the
Co-Borrowers acknowledge the existence of the following Event of
Default. As of December 31, 2004, the Borrower and the Co-Borrowers
failed to maintain four quarter EBITDA in the minimum amount of
$58,000,000 in violation of Subsection (b) of Section 7.2.4
of the Credit Agreement, Financial Covenants , which
constitutes an Event of Default listed in Section 8.1.3 of
the Credit Agreement, Non-Performance of Certain Covenants and
Obligations , (the “ Financial Covenant Default
”). The Lenders shall and do
hereby waive the Financial Covenant
Default. Notwithstanding the foregoing waiver, it is expressly
understood and agreed that the Lenders shall have the right at all
times hereafter to require strict performance by Borrower and the
Co-Borrowers of all terms of the Credit Agreement or any other Loan
Document, including without limitation, the terms of the Credit
Agreement referred to above, that the Lenders do not waive, affect
or diminish any right, power or remedy of the Lenders under the
Credit Agreement or any other Loan Document except as expressly set
forth herein, and that except as expressly set forth herein, the
Credit Agreement and each other Loan Document shall continue in
full force and effect in accordance with their respective
terms.
2. To the extent they are
deducted from Net Income, the costs and expenses incurred in
pursuit of the RCN Sale (as defined in the Second Amendment) and
associated efforts directed towards refinancing the First Mortgage
Notes shall be added to Net Income in the calculation of EBITDA, as
defined in Section 1.1 of the Credit Agreement, Defined
Terms .
3. Subsection (b) of
Section 7.2.4 of the Credit Agreement, Financial
Covenants , shall be amended to read in full as
follows:
(b) Minimum EBITDA .
The Borrower and the Co-Borrowers will not permit EBITDA as of the
last day of any Fiscal Quarter set forth below, calculated for that
Fiscal Quarter and the three Fiscal Quarters preceding that Fiscal
Quarter, to be less than the amount set forth opposite such
period:
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Period
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EBITDA
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March 31, 2005 and each Fiscal
Quarter
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