EX-10.33






FIFTH AMENDMENT

TO AMENDED AND RESTATED LOAN AGREEMENT




This Fifth Amendment to Amended and Restated Loan Agreement (“Amendment”) is made as of
October 14, 2008, 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 Amended and Restated Loan Agreement made as of
February 21, 2008, (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 terms 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. The last sentence of the definition of “Applicable Margin” in Section 1.1 of the
Agreement, General Definitions, is hereby amended to read as follows: “Notwithstanding the
forgoing, the first date that the Applicable Margin shall be determined in accordance with this
Subsection (b), shall be the later of (a) the date determined in accordance with the foregoing, and
(b) April 11, 2009 (the “Reset Date”).



2. Section 1.1 of the Agreement, General Definitions, is hereby amended by
adding or by amending the following definitions as follows:



“Adjusted Daily LIBOR Rate” shall mean with respect to each day, the
rate determined by dividing the Daily LIBOR Rate in effect on such day by 1.00 minus
the LIBOR Reserve Percentage.



"Base Rate” shall mean the greater of (a) the Prime Rate, (b) the
Federal Funds Rate plus one half of one percent (.5%), and (c) the Adjusted Daily
LIBOR Rate in effect and reset each Business Day plus 2.00%.



“Daily LIBOR Rate” shall mean with respect to any date of
determination, the average offered rate for deposits in United States dollars for
delivery of such deposits on an overnight basis, which appears on Reuters Screen
LIBOR01 Page (or any successor thereto) as of 11:00 A.M., London time (or such other
time as of which such rate appears), or the rate for such deposits determined by the
Agent at such time based on such other published service of general application as
shall be selected by the Agent for such purpose.



“LIBOR Reserve Percentage” shall mean the maximum effective percentage
in effect on any day as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the reserve requirements (including,
without limitation, supplemental, marginal and emergency reserve requirements) with
respect to eurocurrency funding.



"Line of Credit B Loan Commitment” shall mean as to any Lender, such
Lender’s Pro Rata Percentage of $161,000,000, as set forth opposite such Lender’s
name under the heading “ Line of Credit B Loan Commitments” on Schedule A-4,
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 B Loan
Commitments” shall mean collectively, the Line of Credit B Loan Commitments for
all the Lenders.



"Maturity Date” shall mean, as applicable, the earlier of: (a) as to
the Swing Line or the Line of Credit A and LC Obligations, September 30, 2009; (b)
as to the Line of Credit B, April 11, 2009; and (c) in all cases, the earlier date
of termination in whole of the Commitments pursuant to Sections 2.3(c), 2.8 or
9.1.



3. The terms of Paragraph 2 of the First Amendment to the Loan Agreement shall continue
through the extended Maturity Date of the Line of Credit B, to wit: Notwithstanding the terms of
Section 2.1.2 of the Agreement, Line of Credit A, Section 2.1.3 of the
Agreement, Line of Credit B, Section 2.3 of the Agreement, Prepayments;
Termination of the Commitments, and other terms of the Agreement, until the Maturity Date with
respect to the Line of Credit B, Advances shall be made and repayments shall be applied so that the
aggregate amounts outstanding under the Line of Credit A and the Line of Credit B are substantially
in proportion to one another (for example, if an Advance is requested, 655,000,000/816,000,000
multiplied by the amount of the Advance shall be made under the Line of Credit A and
161,000,000/816,000,000 multiplied by the amount of the Advance shall be made under the Line of
Credit B). For the convenience of the Agent exact proportions need not be maintained at all times,
but whenever an imbalance is needed for the convenience of the Agent, the Agent shall elect, when
feasible, to leave a proportionately higher amount outstanding under the Line of Credit B.



4. Section 7.4 of the Agreement, Financial Covenants and Ratios, shall be
amended to read as follows:



7.4 Financial Covenants and Ratios. Borrower shall maintain at all
times: (a) a Tangible Net Worth of not less than $250,000,000; (b) a Current Ratio
Net of Hedged Inventory of not less than 1.25 to 1; (c) a Debt to Capitalization
Ratio of not more than 70%; (d) Working Capital of not less than $150,000,000; and
(e) an Asset Coverage Ratio of: (i) not more than 80% through the Maturity Date of
the Line of Credit B, and (ii) not more than 75% thereafter. For purposes of
clarification the amounts used in the calculation of Asset Coverage Ratio as used
herein shall exclude (i) Limited Recourse Debt; and (ii) all Rail Assets financed by
Securitization Transactions and Limited Recourse Debt. “Limited Recourse Debt”
means any Indebtedness borrowed, raised or incurred with respect to the financing of
Rail Assets, in respect of which recourse of the limited recourse financiers is
limited to such Rail Assets. “Rail Assets” means locomotives, railcars, maintenance
of way equipment and any leases or lease receivables or accounts or notes
receivables related to such property. “Securitization Transaction” means a transfer
of Rail Assets on a limited recourse basis, provided, that such sale or other
disposition qualifies as a sale under GAAP.



5. The Borrower represents and warrants that as of the date of this Amendment no Default or
Matured Default has occurred and is continuing. The officer signing on behalf of the Borrower
represents and warrants the Resolutions of the Board of Directors of the Borrower dated December
14, 2007, as certified to U.S. Bank on or about January 2, 2008, are still in full force and
effect, and that the execution and delivery of this Amendment has thereby been duly authorized by
all necessary corporate action.



6. This Amendment shall be effective as of its date, and 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, conditioned upon (a) the execution and delivery to
the Agent 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, all of the Lenders
that have a Line of Credit B Loan Commitment and Required Lenders, and (b) the payment of amendment
fees, in consideration of this Amendment for the account of each Lender that has a Line of Credit B
Commitment as set forth in this Amendment of five (5.0) basis points multiplied by the amount of
such Lender’s Line of Credit B Loan Commitment as set forth in this Amendment.



7. 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



Gary Smith

V.P. Finance & Treasurer



U.S. BANK NATIONAL ASSOCIATION



By: /s/Brian J. Moeller

Brian J. Moeller

Senior Vice President





COBANK, ACB



By: /s/ Tokie Akrie

Tokie Akrie

Assistant Corporate Secretary





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



By: /s/ Robert H. Wolohan

Robert H. Wollohan

Vice President




FIFTH THIRD BANK



By: /s/ David Gerken

David Gerken

Vice President





COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK




NEDERLAND”, NEW YORK BRANCH




By: /s/ Brad Peterson

Brad Peterson

Executive Director





By: /s/ Andrew Sherman

Andrew Sherman

Executive Director




{Signature Page to Fifth Amendment to Amended and Restated Loan Agreement — The Andersons, Inc.}



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ABN AMRO BANK N.V.



By: /s/ Brendan Korb

Brendan Korb

Director





By: /s/ Mary Pope

Mary Pope

Assistant Vice President





BANK OF AMERICA, NA



By: /s/ Daniel Petrik

Daniel Petrik

Senior Vice President





BANK OF THE WEST



By: /s/ Charles Greenway

Charles Greenway

Vice President





THE HUNTINGTON NATIONAL


BANK



By: /s/ Jeffrey Canfield

Jeffrey Canfield

Senior Vice President





	 	 	{Signature Page to Fifth Amendment to Amended and Restated Loan Agreement — The Andersons, Inc.}




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PNC BANK, NATIONAL


ASSOCIATION



By: /s/ Lisa K. Anderson

Lisa K. Anderson

Assistant Vice President





AGFIRST FARM CREDIT BANK



By: /s/ Bruce B. Fortner

Bruce B. Fortner

Vice President





FARM CREDIT BANK OF TEXAS




By: /s/ Luis M. H. Requejo

Luis M. H. Requejo

Managing Director Capital Markets




FCS FINANCIAL, PCA



By: /s/ Laura M. Roessler

Laura M. Roessler

Senior Lending Officer





NATIONAL CITY BANK



By: /s/ Julie Hill

Julie Hill

Assistant Vice President




{Signature Page to Fifth Amendment to Amended and Restated Loan Agreement — The Andersons, Inc.}



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THE BANK OF TOKYO-MITSUBISHI




UFJ, LTD.



By: /s/ Chan K. Park

Chan K. Park

Senior Vice President and Manager





AGSTAR FINANCIAL SERVICES, PCA



By: /s/ Troy Mostaert

Troy Mostaert

Vice President





	 	 	BANK OF OKLAHOMA, N.A.





By: /s/ Peter Arendt



Peter Arendt




	 	 	{Signature Page to Fifth Amendment to Amended and Restated Loan Agreement — The Andersons, Inc.}




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Schedule A-4 to Loan Agreement

Lenders’ Commitments




	 	 	 	 	 	 	 	 	 
	Line of Credit A Loan Commitments	 	 	 	 
	Name of Lender
	 	Pro Rata Percentage	 	Maximum $Amount
	 
	 	 	 	 	 	 	 	 
	U.S. Bank National Association
	 		12.213740458011	%	 	$	80,000,000.00	
	CoBank, ACB
	 		8.396946564886	%	 	$	55,000,000.00	
	Harris N.A.
	 		7.251908396947	%	 	$	47,500,000.00	
	Fifth Third Bank
	 		6.870229007634	%	 	$	45,000,000.00	
	Rabobank International
	 		5.725190839695	%	 	$	37,500,000.00	
	ABN AMRO Bank N.V.
	 		3.816793893130	%	 	$	25,000,000.00	
	Branch Banking and Trust Company
	 		6.106870229008	%	 	$	40,000,000.00	
	Wells Fargo Bank, National Assn.
	 		11.450381679389	%	 	$	75,000,000.00	
	Bank of America, NA
	 		3.053435114504	%	 	$	20,000,000.00	
	Bank of the West
	 		3.053435114504	%	 	$	20,000,000.00	
	The Huntington National Bank
	 		6.106870229008	%	 	$	40,000,000.00	
	PNC Bank, National Association
	 		2.290076335878	%	 	$	15,000,000.00	
	GreenStone FCS
	 		1.526717557252	%	 	$	10,000,000.00	
	AgFirst Farm Credit Bank
	 		2.290076335878	%	 	$	15,000,000.00	
	Farm Credit Bank of Texas
	 		2.290076335878	%	 	$	15,000,000.00	
	FCS Financial, PCA
	 		1.526717557252	%	 	$	10,000,000.00	
	National City Bank
	 		4.580152671756	%	 	$	30,000,000.00	
	Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 		3.816793893130	%	 	$	25,000,000.00	
	Comerica Bank
	 		3.816793893130	%	 	$	25,000,000.00	
	Fortis Capital Corp.
	 		3.816793893130	%	 	$	25,000,000.00	
	 
	 	 	 	 	 	 	 	 
	TOTAL:
	 		100	%	 	$	655,000,000.00	
	Line of Credit B Loan Commitments
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name of Lender
	 	Pro Rata Percentage	 	Maximum $Amount
	 
	 	 	 	 	 	 	 	 
	U.S. Bank National Association
	 		31.055900621117	%	 	$	50,000,000.00	
	CoBank, ACB
	 		12.422360248447	%	 	$	20,000,000.00	
	Fifth Third Bank
	 		13.043478260870	%	 	$	21,000,000.00	
	Bank of the West
	 		6.211180124224	%	 	$	10,000,000.00	
	PNC Bank, National Association
	 		2.173913043478	%	 	$	3,500,000.00	
	AgFirst Farm Credit Bank
	 		7.453416149068	%	 	$	12,000,000.00	
	Farm Credit Bank of Texas
	 		4.347826086957	%	 	$	7,000,000.00	
	FCS Financial, PCA
	 		6.211180124224	%	 	$	10,000,000.00	
	AgStar Financial Services, PCA
	 		12.422360248447	%	 	$	20,000,000.00	
	Bank of Oklahoma, N.A.
	 		4.658385093168	%	 	$	7,500,000.00	
	 
	 	 	 	 	 	 	 	 
	TOTAL:
	 		100	%	 	$	161,000,000.00	







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