Exhibit 10.26
FIFTH AMENDMENT TO REVOLVING CREDIT
AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO REVOLVING
CREDIT AND SECURITY AGREEMENT, dated as of May 5, 2008 (this
“ Amendment ”), relating to the Credit Agreement
referenced below, is by and among PHOSPHATE HOLDINGS, INC., a
Delaware corporation, and MISSISSIPPI PHOSPHATES CORPORATION, a
Delaware corporation (collectively, the “ Borrowers
”), the lenders identified on the signature pages thereto
(the “ Lenders ”), and PNC Bank, National
Association, a national banking association, as agent for the
Lenders (in such capacity, the “ Agent ”). Terms
used herein but not otherwise defined herein shall have the
meanings provided to such terms in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $18,000,000 credit
facility has been extended to the Borrowers pursuant to the terms
of that certain Revolving Credit and Security Agreement dated as of
March 24, 2005, as amended as of February 27,
2006, August 23, 2006, March 23, 2007 and as of
December 20, 2007 (as amended and modified from time to time,
the “ Credit Agreement ”) among the Borrowers,
the Lenders identified therein, and PNC Bank, National Association,
as agent for the Lenders;
WHEREAS, the Borrowers have
requested certain modifications to the Credit Agreement;
WHEREAS, the Lenders have agreed to
the requested modifications on the terms and conditions set forth
herein;
NOW, THEREFORE, IN CONSIDERATION of
the premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Amendments . The Credit
Agreement is amended as set forth below:
(a) The definition of “Maximum
Revolving Advance Amount” in Section 1.2 is amended to
read as follows:
“ Maximum Revolving Advance
Amount ” shall mean $27,000,000.”
(b) Section 2.1(a)(ii) is
amended to read as follows:
“(ii) up to the lesser of
(A) 65%, subject to the provisions of Section 2.1(b)
hereof, of the value of the Eligible Inv
