Back to top

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

Revolving Credit Agreement

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 | Document Parties: BUSINESS FINANCIAL SERVICES INC | CIT GROUP/BUSINESS CREDIT, INC | CONGRESS FINANCIAL CORPORATION | Credit Corporation | FLEET CAPITAL CORPORATION | IMC AgriBusiness, Inc | IMC Nitrogen Company | PNC BANK, NATIONAL ASSOCIATION | Royster-Clark Agribusiness, Inc | Royster-Clark Nitrogen, Inc | Royster-Clark Resources LLC | ROYSTER-CLARK, INC, VARIOUS FINANCIAL | UBS AG | US BANK NATIONAL ASSOCIATION You are currently viewing:
This Revolving Credit Agreement involves

BUSINESS FINANCIAL SERVICES INC | CIT GROUP/BUSINESS CREDIT, INC | CONGRESS FINANCIAL CORPORATION | Credit Corporation | FLEET CAPITAL CORPORATION | IMC AgriBusiness, Inc | IMC Nitrogen Company | PNC BANK, NATIONAL ASSOCIATION | Royster-Clark Agribusiness, Inc | Royster-Clark Nitrogen, Inc | Royster-Clark Resources LLC | ROYSTER-CLARK, INC, VARIOUS FINANCIAL | UBS AG | US BANK NATIONAL ASSOCIATION

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: 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
Date: 3/31/2005

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, Parties: business financial services inc , cit group/business credit  inc , congress financial corporation , credit corporation , fleet capital corporation , imc agribusiness  inc , imc nitrogen company , pnc bank  national association , royster-clark agribusiness  inc , royster-clark nitrogen  inc , royster-clark resources llc , royster-clark  inc  various financial , ubs ag , us bank national association
50 of the Top 250 law firms use our Products every day

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:

 

Period


   EBITDA

March 31, 2005 and each Fiscal Quarter


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more