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Exhibit 10
SECOND AMENDMENT TO REVOLVING CREDIT, TERM
LOAN
AND SECURITY AGREEMENT AND RELATED DOCUMENTS
This SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND
SECURITY AGREEMENT AND RELATED DOCUMENTS ("Second Amendment") is
executed among FGDI, L.L.C., a limited liability company formed
under the laws of the State of Delaware (" Borrower "), the
financial institutions which are now or which hereafter become a
party hereto (collectively, the " Lenders " and individually
a " Lender ") and CoBANK, ACB (" CoBank "), as agent
for Lenders (CoBank, in such capacity, the " Agent "), for
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged effective November 27, 2006.
Recitals
A. Borrower and Agent have executed a Revolving Credit, Term
Loan and Security Agreement dated as of March 28, 2006
("Original Credit Agreement") and a First Amendment to the
Revolving Credit, Term Loan and Security Agreement dated as of
May 31, 2006 ("First Amendment"). Hereinafter, the Original
Credit Agreement, First Amendment, and all amendments, extensions,
modifications, replacements and substitutions thereto may be
referred to collectively as the Credit Agreement.
B. Borrower has requested Agent to make certain changes to the
Credit Agreement and Other Documents (as defined in the Credit
Agreement) and to permit Borrower to incur certain additional
subordinated indebtedness from FCStone Group, Inc. and/or Agrex,
Inc. (individually and collectively "Subordinated Creditor").
C. Agent is willing to make the requested changes to the Credit
Agreement and Other Documents and to permit Borrower to incur the
requested additional subordinated indebtedness from Subordinated
Creditor so long as Borrower executes and agrees to abide by the
terms and conditions set forth in this Second Amendment.
Agreements
1. Capitalized terms used in this Second Amendment and not
otherwise defined herein shall have the meanings given them in the
Credit Agreement.
2. The definition of "Indebtedness" set forth in
Section 1.2 of the Credit Agreement hereby is amended
to read:
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" Indebtedness " of a Person at a particular date shall
mean all obligations of such Person which in accordance with GAAP
would be classified upon a balance sheet as liabilities (except
capital stock and surplus earned or otherwise) and in any event,
without limitation by reason of enumeration, shall include all
indebtedness, debt and other similar monetary obligations of such
Person whether direct or guaranteed, and all premiums, if any, due
at the required prepayment dates of such indebtedness, and all
indebtedness secured by a Lien on assets owned by such Person,
whether or not such indebtedness
actually shall have been created, assumed or
incurred by such Person. Any indebtedness of such Person resulting
from the acquisition by such Person of any assets subject to any
Lien shall be deemed, for the purposes hereof, to be the equivalent
of the creation, assumption and incurring of the indebtedness
secured thereby, whether or not actually so created, assumed or
incurred. Notwithstanding the foregoing, in calculating the Total
Debt to Adjusted Working Capital financial covenant set forth in
this Agreement, the term " Indebtedness " shall exclude all
non-recourse indebtedness and amounts payable to: (a) AFG
Asset Management under the AFG Asset Management Investment Facility
Letter; (b) AFG Trust Finance under the AFG Trust Finance
Credit Facility Letter; (c) FCStone Group, Inc. under a
promissory note in the original principal amount of $1,000,000.00
that is subordinated to Borrower’s Obligations to Agent and
Lenders pursuant to a subordination agreement in form and substance
acceptable to Agent in its sole discretion; and (d) FCStone
Group, Inc. and/or Agrex, Inc. (individually and collectively
"Subordinated Creditor") under a promissory note in the original
principal amount of $2,000,000.00, or less, that is subordinated to
Borrower’s Obligations to Agent and Lenders pursuant to one
or more subordination agreements in form and substance acceptable
to Agent in its sole discretion.
3. The definition of "Maximum Advances Amount" set forth in
Section 1.2 of the Credit Agreement hereby is amended
to read:
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" Maximum Advances Amount " shall mean $88,000,000.00,
subject to any permanent reduction caused by a permanent reduction
in the Maximum Revolving Advances Amount.
4. The definition of "Maximum Revolving Advances Amount" set
forth in Section 1.2 of the Credit Agreement hereby is
amended to read:
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" Maximum Revolving Advances Amount " shall mean
$88,000,000.00; provided however, that so long as no Event of
Default has occurred and is continuing, Borrower shall be entitled
to reduce such amount on a permanent basis: (a) to
$68,000,000.00 or less on one (1) occasion on or before
March 28, 2007 by providing Agent with at least
(3) Business Days’ prior written notice thereof; and
(b) by One Million Dollars ($1,000,000.00) or a multiple
thereof on one (1) occasion during each calendar year by
providing Agent with at least (3) Business Days’ prior
written notice thereof. Any such permanent reduction shall cause an
equal permanent reduction in the Maximum Advances Amount.
5. The definition of "Revolving Advances Rate" set forth in
Section 1.2 of the Credit Agreement hereby is amended
to read:
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" Revolving Advances Rate " shall mean an interest rate
per annum equal to: (a) the sum of the Base Rate plus one-half
percent (0.50%) with respect to Domestic Rate Advances so long as
the outstanding Advances are less than $68,000,000.00 in the
aggregate and Borrower is not entitled to obtain Advances in excess
of $68,000,000.00 under this Agreement; (b) the sum of the
Base Rate plus three-quarters percent (0.75%) at all other times;
(c) the sum of LIBOR plus two and one-quarter percent
(2.25%) with respect to LIBOR Rate Advances so long as the
outstanding Advances amount to less than $68,000,000.00 in the
aggregate and Borrower is not entitled to obtain Advances in excess
of $68,000,000.00 under this Agreement; an
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