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Exhibit 10.23
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY
AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY
AGREEMENT, dated as of August 23, 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
(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
(i) $17,500,000 through and including December 31, 2006
and (ii) $15,000,000 on January 1, 2007 and
thereafter."
(b) Sections 2.1(a)(iii) and (iv) are amended to read as
follows:
"(iii) through and including March 31, 2007, up to the
lesser of (A) (i) 50% through and including
December 30, 2006 and (ii) 30% on
December 31, 2006 and thereafter, subject to
the provisions of Section 2.1(b) hereof, of Eligible Insurance
Claims, or (B)&nbs
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