Exhibit 10.22
FIRST AMENDMENT TO REVOLVING CREDIT
AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING
CREDIT AND SECURITY AGREEMENT, dated as of February 27, 2006
(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 $15,000,000 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 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) New definitions of
“Eligible Insurance Claims” and “Eligible
Insurance Claims Advance Rate” are added to Section 1.2
in correct alphabetical order to read as follows:
“ Eligible Insurance
Claims ” shall mean the amount of Borrowers’
outstanding insurance claims under their $150,000,000 property and
business insurance policies less (i) the amount of any
projected/actual differences and (ii) claims in
negotiation.
“ Eligible Insurance Claims
Advance Rate ” shall have the meaning set forth in
Section 2.1(a)(y)(iii) hereof.
(b) Section 2.1(a) is amended
to read as follows:
“ 2.1.(a) Revolving
Advances .
Subject to the terms and conditions
set forth in this Agreement including Section 2.1(b), each
Lender, severally and not jointly, will make Revolving Advances to
Borrowers in aggregate amounts such that such Lender’s
Commitment Percentage of all outstanding Revolving Advances plus
such Lender’s Commitment Percentage of all outstanding
Letters of Credit shall not exceed its Commitment Percentage of the
lesser of (x) the Maximum Revolving Advance Amount less the
aggregate Maximum Undrawn Amount of all outstanding Letters of
Credit or (y) an amount equal to the sum of:
(i) up to 85%, subject to the
provisions of Section 2.1(b) hereof (“ Receivables
Advance Rate ”), of Eligible Receivables, plus
(ii) up to the lesser of
(A) 65%, subject to the provisions of Section 2.1(b)
hereof, of the value of the Eligible Inventory, (B) 85% of the
appraised net orderly liquidation value of Eligible Inventory (as
evidenced by an Inventory appraisal satisfactory to Agent in its
sole discretion exercised in good faith) or (C) $8,000,000 in
the aggregate at any one time (“ Inventory Advance
Rate ”), plus
(iii) through and including
August 31, 2006, up to the lesser of (A) 50%, subject to
the provisions of Section 2.1(b) hereof, of Eligible Insurance
Claims, or (B) $5,000,000 in the aggregate (the “
Eligible Insurance Claims Advance Rate ”),
minus
(iv) such reserves as Agent may
reasonably deem proper and necessary from time to time in its
reasonable credit judgment exercised in good faith, including,
without limitation, a reser
