Third Amendment to Amended and Restated Revolving Credit Agreement



 Exhibit 10.25 
  
 THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT 
 AGREEMENT DATED DECEMBER 22, 2003, AMONG ROYSTER-CLARK, INC., 
 CERTAIN SUBSIDIARIES OF
ROYSTER-CLARK, INC., VARIOUS FINANCIAL 
 INSTITUTIONS, U.S. BANK NATIONAL ASSOCIATION, as the Administrative Agent, and a 
 Collateral Agent, and THE CIT GROUP/BUSINESS CREDIT, INC., as a Collateral Agent, 
  
 This Third Amendment to Amended and Restated Revolving Credit Agreement this “Amendment”) is made as of
March 28, 2005 between Royster-Clark, Inc. a Delaware corporation (hereinafter referred to as “Borrower”), Royster-Clark Resources LLC, a Delaware limited liability company, Royster-Clark Agribusiness, Inc. (f/k/a IMC AgriBusiness,
Inc.), a Delaware corporation, Royster-Clark Nitrogen, Inc. (f/k/a IMC Nitrogen Company), a Delaware corporation, (individually a “Co-Borrower” and collectively, the “Co-Borrowers”), and the various financial
institutions signatory hereto (being at least the Required Lenders). 
  
 RECITAL 
  
 With respect to the Amended and Restated
Revolving Credit Agreement between Borrower, the Co-Borrowers and the Lenders dated December 22, 2003 (as amended, replaced, restated and/or supplemented from time to time, the “Credit Agreement”) and other Loan Documents, Borrower
and the Co-Borrowers have requested that the Lenders amend and modify the Credit Agreement and other Loan Documents with respect to certain terms, Borrower and the Co-Borrowers have requested that the Lenders waive compliance with certain covenants
under the Credit Agreement and other Loan Documents, and the Lenders are willing to do these things on the terms and conditions herein contained. 
  
 The Borrower, the Co-Borrowers and the Lenders acknowledge that the Second Amendment to Amended and Restated Revolving Credit Agreement and Supplement
Amending the Borrower Pledge and Security Agreement, the Subsidiary Guaranty and the Subsidiary Pledge and Security Agreement dated as of February 3, 2005 (collectively, the “Second Amendment”) has not yet, and may not become
effective inasmuch as the RCN Sale (as defined in the Second Amendment) has not yet, and may not become effective. 
  
 Except as defined herein, all capitalized terms used in this Amendment shall have meaning assigned to them in the Credit Agreement and other Loan
Documents. 
  
 NOW THEREFORE, in consideration of the foregoing
and of the terms and conditions contained in the Credit Agreement and this Amendment and of any loans or other financial accommodations heretofore, now or hereafter made to or for the benefit of Borrower and the Co-Borrowers by the Lenders,
Borrower, the Co-Borrowers and the Lenders agree as follows: 
  
 1. Borrower and the Co-Borrowers acknowledge the existence of the following Event of Default. As of December 31, 2004, the Borrower and the Co-Borrowers failed to maintain four quarter EBITDA in the minimum amount of $58,000,000 in
violation of Subsection (b) of Section 7.2.4 of the Credit Agreement, Financial Covenants, which constitutes an Event of Default listed in Section 8.1.3 of the Credit Agreement, Non-Performance of Certain Covenants and
Obligations, (the “Financial Covenant Default”). The Lenders shall and do 







 hereby waive the Financial Covenant Default. Notwithstanding the foregoing waiver, it is expressly understood and agreed
that the Lenders shall have the right at all times hereafter to require strict performance by Borrower and the Co-Borrowers of all terms of the Credit Agreement or any other Loan Document, including without limitation, the terms of the Credit
Agreement referred to above, that the Lenders do not waive, affect or diminish any right, power or remedy of the Lenders under the Credit Agreement or any other Loan Document except as expressly set forth herein, and that except as expressly set
forth herein, the Credit Agreement and each other Loan Document shall continue in full force and effect in accordance with their respective terms. 
  
 2. To the extent they are deducted from Net Income, the costs and expenses incurred in pursuit of the RCN Sale (as defined in the Second Amendment) and
associated efforts directed towards refinancing the First Mortgage Notes shall be added to Net Income in the calculation of EBITDA, as defined in Section 1.1 of the Credit Agreement, Defined Terms. 
  
 3. Subsection (b) of Section 7.2.4 of the Credit Agreement,
Financial Covenants, shall be amended to read in full as follows: 
  
 (b) Minimum EBITDA. The Borrower and the Co-Borrowers will not permit EBITDA as of the last day of any Fiscal Quarter set forth below, calculated for that Fiscal Quarter and the three Fiscal Quarters preceding
that Fiscal Quarter, to be less than the amount set forth opposite such period: 
  

				
	 Period

	  	EBITDA


	 March 31, 2005 and each Fiscal Quarter thereafter
	  	$	50,000,000

  
 4. Subsection
(c) of Section 7.2.4 of the Credit Agreement, Financial Covenants, shall be amended to read in full as follows: 
  
 (c) Minimum Tangible Net Worth. The Borrower and the Co-Borrowers will not permit Tangible Net Worth as of the last day of any
Fiscal Year set forth below to be less than the amount set forth opposite such period: 
  

				
	 Period

	  	Tangible Net Worth


	 December 31, 2004
	  	$	36,000,000
	 December 31, 2005
	  	$	36,000,000
	 December 31, 2006 and each December 31 thereafter
	  	$	36,000,000

  
 5. Amendment
Fee. Borrower shall pay an Amendment Fee of $10,000 to each Lender that has signed this Amendment, without changes or reservations, and delivered it to counsel for the Administrative Agent on or before 3:00 p.m. (Denver Time) on March 28, 2005.

  
 6. This Amendment shall be effective conditioned upon
execution and delivery to the Agent of this Amendment by the Borrower, the Co-Borrowers and the Required Lenders. 
  

 2 








 7. Notwithstanding the terms of this Amendment, it is expressly understood and agreed that the Agent and
the Lenders shall have the right at all times hereafter to require strict performance by Borrower and the Co-Borrowers of all terms of the Credit Agreement or any other Loan Document, that the Agent and the Lenders do not waive, affect or diminish
any right, power or remedy of the Agent or the Lenders under the Credit Agreement or any other Loan Document except as expressly set forth herein and that except as expressly set forth herein, the Credit Agreement and each other Loan Document shall
continue in full force and effect in accordance with their respective terms. 
  
 8. To induce the Agent, the Collateral Agents, and the Lenders to enter into this Amendment, Borrower and the Co-Borrowers acknowledge and agree that they have no actual or potential claim or cause of action against
the Agent, the Collateral Agents and the Lenders relating to any Loan Documents or any actions or events occurring on or before the date hereof. Borrower and the Co-Borrowers waive and release any right to assert same. 
  
 9. The parties hereto agree that this Amendment shall be an integral part of
the Credit Agreement and other Loan Documents, and that all of the terms set forth therein are hereby incorporated in this Amendment by reference, and that all terms of this Amendment are hereby incorporated into said Credit Agreement and other Loan
Documents, as if made an original part thereof. All of the terms and conditions of the Credit Agreement and other Loan Documents, 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 Credit Agreement and other Loan Documents, the terms of this Amendment shall control. 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first hereinabove written. 
  

			
	BORROWER:
	
	ROYSTER-CLARK, INC., Borrower
	1251 Avenue of the Americas
	9th Floor, Suite 900
	New York, New York 10020
		
	By	 	 /s/ Paul M. Murphy


	 	 	Paul M. Murphy
	Its	 	Chief Financial Officer
	
	CO-BORROWERS:
	
	ROYSTER-CLARK RESOURCES LLC
		
	By	 	 /s/ Paul M. Murphy


	 	 	Paul M. Murphy
	Its	 	Chief Financial Officer


  
 {Signature Page to Third
Amendment to Amended and Restated Revolving Credit Agreement dated as of March 28, 2005} 
  

 3 









			
	ROYSTER-CLARK AGRIBUSINESS, INC.
	(f/k/a IMC AgriBusiness, Inc.)
		
	By	 	 /s/ Paul M. Murphy


	 	 	Paul M. Murphy
	Its	 	Chief Financial Officer
	
	ROYSTER-CLARK NITROGEN, INC.
	(f/k/a IMC Nitrogen Company)
		
	By	 	 /s/ Paul M. Murphy


	 	 	Paul M. Murphy
	Its	 	Chief Financial Officer
	
	LENDERS:
	
	 U.S. BANK NATIONAL ASSOCIATION,
 as Agent, as
Collateral Agent and as a Lender

	950 17th Street, Suite 350
	Denver, Colorado 80202
		
	By	 	 /s/ Alan V. Schuler


	 	 	Alan V. Schuler
	Its	 	Senior Vice President
	
	THE CIT GROUP/BUSINESS CREDIT, INC.,
	as Collateral Agent and as a
	Lender
	1211 Avenue of the Americas
	New York, New York 10036
		
	By	 	 /s/ Mark Cuccinello


	 	 	Mark Cuccinello
	Its	 	Assistant Vice President
	
	FLEET CAPITAL CORPORATION
	335 Madison Avenue, 6th Floor
	New York, New York 10017
		
	By	 	 /s/ Suzanne Cozine


	 	 	Suzanne Cozine
	Its	 	Vice President


  
 {Signature Page to Third
Amendment to Amended and Restated Revolving Credit Agreement dated as of March 28, 2005} 
  
  

 4 









			
	UBS AG, STAMFORD BRANCH
	677 Washington Blvd.
	Stamford, Connecticut 06902
		
	By	 	 /s/ Wilfred V. Saint


	 	 	Wilfred V. Saint
	Its	 	Director
		
	By	 	 /s/ Juan Zunlga


	 	 	Juan Zunlga
	Its	 	Associate Director
	
	CONGRESS FINANCIAL CORPORATION
	1133 Avenue of Americas, 29th
Floor
	New York, New York 10036-6710
		
	By	 	 /s/ David Hill


	 	 	David Hill
	Its	 	Assistant Vice President
	
	PNC BANK, NATIONAL ASSOCIATION
	One PNC Plaza-6th Floor
	249 5th Avenue
	Pittsburgh, Pennsylvania 15222
		
	By	 	 /s/ Peter Redington


	 	 	Peter Redington
	Its	 	Assistant Vice President
	
	MERRILL LYNCH CAPITAL, A
	DIVISION OF MERRILL LYNCH
	BUSINESS FINANCIAL SERVICES INC.
	225 Liberty Street, 5th Floor
	New York, New York 10281
		
	By	 	 /s/ James M. Betz


	 	 	James M. Betz
	Its	 	Vice President
	
	WEBSTER BUSINESS CREDIT
	CORPORATION (f/k/a Whitehall Business
	Credit Corporation)
	One State Street, 7th Floor
	New York, New York 10004
		
	By	 	 /s/ Alan F. McKay


	 	 	Alan F. McKay
	Its	 	Vice President


  
 {Signature Page to Third
Amendment to Amended and Restated Revolving Credit Agreement dated as of March 28, 2005} 
  
  

 5