EX-10.25






NINTH AMENDMENT TO LOAN AGREEMENT




This Ninth Amendment to Loan Agreement (“Amendment”) is made as of March 14, 2007, by and
among THE ANDERSONS, INC., an Ohio corporation (the “Borrower”), the financial institutions
signatory hereto (being all of the Lenders as of the date of this Amendment) and U.S. BANK NATIONAL
ASSOCIATION, a national banking association (“U.S. Bank”), in its capacity as Agent for the Lenders
(in such capacity, the “Agent”) and as one of the Lenders.



RECITAL




This Amendment is made with respect to the Loan Agreement made as of October 30, 2002, (as
amended, modified, supplemented, renewed or restated from time to time, the “Agreement“).
Capitalized terms that are not defined in this Amendment shall have the meanings assigned to them
in the Agreement. The Borrower and the Lenders desire to amend certain provisions of the
Agreement.



NOW, THEREFORE, in consideration of the foregoing and of the terms and conditions contained in
this Amendment, and of any loans or extensions of credit or other financial accommodations
heretofore, now or hereafter made to or for the benefit of Borrower, the parties agree as follows:



1. Section 10.31 of the Agreement, Amendments and Waivers, shall be amended to
read as follows:




10.31 Amendments and Waivers. (a) Except as provided in the following
Subsections 10.31(b) and (c), any term, covenant, agreement or condition of this
Agreement or the other Financing Agreements may be amended only by a written amendment
executed by Borrower, the Required Lenders and, if the rights or duties of the Agent or
Issuer are affected thereby, the Agent and such Issuer, respectively, or compliance
therewith only may be waived (either generally or in a particular instance and either
retroactively or prospectively), if Borrower shall have obtained the consent in writing of
the Required Lenders and, if the rights or duties of the Agent are affected thereby, the
Agent, provided however, that without the consent in writing of the holders
of all outstanding Notes and LC Obligations, or of all Lenders if no Notes or Letters are
outstanding, no such amendment or waiver shall (i) change the amount or postpone the date of
payment of any scheduled payment or required payment of principal of the Notes or LC
Obligations or reduce the rate or extend the time of payment of interest on the Notes, or
reduce the amount of principal thereof, or modify any of the provisions with respect to the
payment or prepayment thereof, (ii) give to any Note any preference over any other Notes,
(iii) amend the definition of Required Lenders, (iv) alter, modify or amend the provisions
of this Subsection 10.31(a) or of Subsections 10.31(c) and (d), (v) reduce
the fees required under Section 2.5, (vi) alter, modify or amend the provisions of
Sections 9.1 or 9.2 of this Agreement, (vii) alter, modify or amend any Lender’s
right hereunder to consent to any action, make any request or give any notice, or (viii)
release any guarantor of any of the Liabilities.




(b) Provided that a Default or a Matured Default has not occurred and is continuing,
this Agreement may be amended from time to time (i) to increase the total amount of the Line
of Credit A Loan Commitments to an amount not exceeding $550,000,000 in the aggregate,
and/or (ii) to increase the total amount of the Line of Credit B Loan Commitments to an
amount not exceeding $150,000,000 in the aggregate, by one or more written amendments
executed by Borrower, the Agent and one or more Lenders (together with new Notes and other
Financing Agreements as may be reasonably required by the Agent). Subject to the following
Section 10.31(c), any such increase shall be allocated to new or existing Lenders at
the discretion of the Agent and Borrower.




(c) Without the consent in writing of the affected Lender, no amendment or waiver shall
increase the amount of or the Pro Rata Percentage of any Commitment of such Lender (but the
amount of or the Pro Rata Percentage of any Commitment of such Lender may be decreased
without the consent of such Lender).




(d) Any amendment or waiver made in accordance with this Section 10.31 shall
apply equally to all Lenders and all the holders of the Notes and/or LC Obligations and
shall be binding upon them, upon each future holder of any Note or LC Obligation and upon
Borrower, whether or not such Note or Letter shall have been marked to indicate such
amendment or waiver. No such amendment or waiver shall extend to or affect any obligation
not expressly amended or waived.



2. Upon this Amendment becoming effective, Borrower shall pay an Amendment Fee of Five
Thousand Dollars ($5,000) to each Lender.



3. This Amendment shall be effective as of its date, conditioned upon the execution and
delivery to the Agent, in form and substance reasonably acceptable to the Agent, of this Amendment,
executed by the Borrower, the Agent and the Lenders.



4. This Amendment shall be an integral part of the Agreement, and all of the terms set forth
therein are hereby incorporated in this Amendment by reference, and all terms of this Amendment are
hereby incorporated into said Agreement as if made an original part thereof. All of the terms and
conditions of the Agreement, which are not modified in this Amendment, shall remain in full force
and effect. To the extent the terms of this Amendment conflict with the terms of the Agreement,
the terms of this Amendment shall control.



{Signature Pages Follow}



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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first herein above written.



	 
	 

	THE ANDERSONS, INC.

	 

	By /s/ Gary Smith

	 

	 

	Its Vice President Finance & Treasurer

	 

	 

	U.S. BANK NATIONAL ASSOCIATION

	 

	By /s/ Jason D. Lueders

	 

	 

	Its Vice President

	 

	 

	COBANK, ACB

	 

	By /s/ S. Richard Dill

	 

	 

	Its Vice President

	 

	 

	HARRIS N.A. (as successor by merger with Harris Trust and Savings Bank)

	 

	By /s/ Robert H. Wolohan

	 

	 

	Its Vice President

	 

	 

	 

	FIFTH THIRD BANK

	 

	By /s/ David Gerken

	 

	 

	Its Vice President

	 

	 

	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEEN BANK B.A. , “RABOBANK NEDERLAND”,

NEW YORK BRANCH

	 

	By: /s/ Andrew Sherman

	 

	 

	Its Executive Director

	 

	 

	By: /s/ Brad Peterson

	 

	 

	Its Executive Director

	 







{Signature Page to Ninth Amendment to Loan Agreement — The Andersons, Inc.}



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	ABN AMRO BANK N.V.

	 

	By /s/ Jeffrey Ware

	 

	 

	Its First Vice President

	 

	 

	By: /s/ Brian Moeller

	 

	 

	Its: Senior Vice President

	 

	 

	BRANCH BANKING AND TRUST COMPANY

	 

	By /s/ Robert Searson

	 

	 

	Its Senior Vice President

	 

	 

	WELLS FARGO BANK, NATIONAL ASSOCIATION

	 

	By /s/ Edward L. Cooper III

	 

	 

	Its Senior Vice President

	 

	 

	BANK OF AMERICA, NA

	 

	By /s/ Daniel R. Petrick

	 

	 

	Its Senior Vice President

	 

	 

	BANK OF THE WEST

	 

	By /s/ Lee Rosin

	 

	 

	Its Regional Vice President

	 








	 	 	{Signature Page to Ninth Amendment to Loan Agreement — The Andersons, Inc.}






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