EX-10.45






FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED LOAN AGREEMENT




This First Amendment to Third Amended and Restated Loan Agreement (“Amendment”) is made as of
January 7, 2011, by and among THE ANDERSONS, INC., an Ohio corporation (the “Borrower”), the
financial institutions signatory hereto 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 Third Amended and Restated Loan Agreement, dated
December 17, 2010, (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 each Lender that is required to sign this
Amendment in accordance with Section 10.31(b) and (c) of the Agreement, desire to increase
the total amount of the Line of Credit A Loan Commitments by $92,341,772.15 to $605,000,000, in
accordance with Section 10.31(b) and (c) 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 1.1 of the Agreement, General Definitions, is hereby amended by
amending the following definitions as follows:



"Agent’s Letter” shall mean, collectively, the letter agreement between
Borrower and the Agent dated December 17, 2010 and the letter agreement between
Borrower and the Agent dated January 7, 2011.



"Line of Credit A Loan Commitment” shall mean as to any Lender, such
Lender’s Pro Rata Percentage of $605,000,000, as set forth opposite such Lender’s
name under the heading “Line of Credit A Loan Commitments” on Schedule A-2,
subject to Assignment and Acceptance in accordance with Section 10.23, and
as such amount may be reduced or terminated from time to time pursuant to
Sections 2.3(c), 2.8 or 9.1 and as such amount may be increased from time to
time pursuant to Section 10.31(b); and "Line of Credit A Loan
Commitments” shall mean collectively, the Line of Credit A Loan Commitments for
all the Lenders.



2. The Borrower represents and warrants that as of the date of this Amendment no Default or
Matured Default has occurred and is continuing.



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3. This Amendment shall be effective as of its date, and, if necessary, Equalization Transfers
shall be made in accordance with Section 2.1.5 of the Agreement so that each Lender holds its pro
rata share of the outstanding principal balance of all Loans under Line of Credit A, conditioned
upon the execution and delivery to the Agent, in form and substance reasonably acceptable to the
Agent, of the following: (a) this Amendment, executed by the Borrower, the Agent and the Lenders
that are required to sign this Amendment in accordance with Section 10.31(b) and (c) of the
Agreement; (b) the Supplement to the Agents Letter; (c) a Line of Credit A Note reflecting the Line
of Credit A Loan Commitment of each signatory Lender; (d) a Secretary’s Certificate as to
Directors’ Resolutions, for the Borrower; and (e) an Opinion of Legal Counsel.



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/Nicholas C. Conrad

Name Nicholas C. Conrad

Title Vice President, Finance and Treasurer

	 

	U.S. BANK NATIONAL ASSOCIATION

By /s/James D. Pegues

Name James D. Pegues

Title Vice President

	 

	FIFTH THIRD BANK

By /s/David R. Gerken

Name David R. Gerken

Title Vice President

	 

	BRANCH BANKING AND TRUST COMPANY

By /s/Brian R. Jones

Name Brian R. Jones

Title Vice President

	 

	WELLS FARGO BANK,

NATIONAL ASSOCIATION

By /s/Edward L. Cooper III

Name Edward L. Cooper III

Title Senior Vice President

	 

	THE HUNTINGTON NATIONAL BANK

By /s/Cheryl B. Holm

Name Cheryl B. Holm

Title Senior Vice President

	 

	COMERICA BANK

By /s/Timothy O’Rourke

	 

	Name Timothy O’Rourke

Title Vice President

	 

	BANK OF THE WEST

By /s/Charles Greenway

Name Charles Greenway

Title Vice President

	 

	SUNTRUST BANK

By /s/C. David Yates

Name C. David Yates

Title Managing Director

	 

	JPMORGAN CHASE BANK, N.A.

By /s/Robert A. Poe

Name Robert A. Poe

Title Vice President

	 








	 	 	{Signature Page to First Amendment to Third Amended and Restated Loan Agreement}




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Schedule A-2 to Loan Agreement

Lenders’ Commitments




Lenders’ Commitments




	 	 	 	 	 	 	 	 	 
	Line of Credit A Loan Commitments	 	 	 	 
	Name of Lender
	 	Pro Rata Percentage	 	Maximum $Amount
	 
	 	 	 	 	 	 	 	 
	See Schedule A-2 Attached
	 	See Schedule A-2 Attached
	 	See Schedule A-2 Attached

	TOTAL:
	 	 	 	 	 	$	605,000,000	
	Line of Credit C Loan Commitments
	 	 	 	 
	 
	 	 	 	 
	Name of Lender
	 	Pro Rata Percentage	 	Maximum $Amount
	 
	 	 	 	 	 	 	 	 
	See Schedule A-2 Attached
	 	See Schedule A-2 Attached
	 	See Schedule A-2 Attached

	TOTAL:
	 	 	 	 	 	$	387,341,772.15	







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