EX-10.22



 





Exhibit 10.22




EIGHTH AMENDMENT TO LOAN AGREEMENT




     This Eighth Amendment to Loan Agreement (“Amendment”) is made as of September 27, 2006,
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 extend the term of the Commitments and to
otherwise 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 1.1 of the Agreement, General Definitions, is hereby amended by
adding, deleting and amending the following definitions as follows:




     “Agent’s Letter” shall mean the letter agreement between Borrower and the
Agent dated September 27, 2006.




     “Applicable Margin” shall mean with respect to Swing Line Advances, Line of
Credit A Advances or Line of Credit B Advances which are Daily Reset LIBOR Rate Loans, Base
Rate Loans or LIBOR Rate Loans, Commitment Fees for the Line of Credit A Loan Commitments
and the Commitment Fees for the Line of Credit B Loan Commitments (“Non-Use Fees”), Standby
LC Fees and Commercial LC Fees, the rates per annum set forth below for the then applicable
Financial Performance Level:



     Swing Line Advances, Line of Credit A Advances and Commitment Fees Line A:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Financial	 	 	 	 	 	Daily Reset LIBOR	 	Non-Use Fees
	Performance Level	 	Base Rate	 	Rate & LIBOR Rate	 	Line A and Line B
	Level 1
	 	 	0.0	%	 	 	1.000	%	 	 	0.225	%
	Level 2
	 	 	0.0	%	 	 	0.850	%	 	 	0.200	%
	Level 3
	 	 	0.0	%	 	 	0.700	%	 	 	0.175	%
	Level 4
	 	 	0.0	%	 	 	0.550	%	 	 	0.150	%
	Level 5
	 	 	0.0	%	 	 	0.400	%	 	 	0.125	%
	Level 6
	 	 	0.0	%	 	 	0.325	%	 	 	0.100	%






39









 






     Line of Credit B Advances, Letter of Credit Fees and Commitment Fees Line B:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Financial	 	 	 	 	 	LIBOR Rate &	 	 
	Performance Level	 	Base Rate	 	Standby LC Fees	 	Commercial LC Fees
	Level 1
	 	 	0.0	%	 	 	1.000	%	 	 	0.450	%
	Level 2
	 	 	0.0	%	 	 	0.850	%	 	 	0.395	%
	Level 3
	 	 	0.0	%	 	 	0.700	%	 	 	0.340	%
	Level 4
	 	 	0.0	%	 	 	0.550	%	 	 	0.285	%
	Level 5
	 	 	0.0	%	 	 	0.400	%	 	 	0.230	%
	Level 6
	 	 	0.0	%	 	 	0.325	%	 	 	0.175	%







     The initial Financial Performance Level shall be Level 6. The Agent will review
Borrower’s financial performance as of each fiscal quarter end, beginning with fiscal
quarter end September 30, 2006, after its receipt of Borrower’s financial statements and
Compliance Certificate as of the end of such fiscal quarter, and will confirm Borrower’s
determination as to whether Borrower’s Financial Performance Level based on such fiscal
quarter is Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6. As so confirmed by the
Agent, Borrower’s Financial Performance Level will determine the Applicable Margin
effective for Swing Line Advances, Line of Credit A Advances, the Commitment Fees for the
Line of Credit A Loan Commitments and the Line of Credit B Loan Commitments, Standby LC
Fees and Commercial LC Fees for the three month period beginning on the first Business Day
of the third month following the end of such fiscal quarter if the Agent receives such
quarter end financial statements prior to the last five (5) Business Days of the second
month following the end of such fiscal quarter. If the Agent receives such quarter end
financial statements during or after the last five (5) Business Days of the second month
following the end of such fiscal quarter (but prior to the end of the third month following
the end of such fiscal quarter), any reduction in the Applicable Margin will be delayed
until the tenth day of the month following the month in which the Agent receives such
quarter end financial statements, but any increase in the Applicable Margin will be
effective as of the first Business Day of the third month following the end of such fiscal
quarter. If the Agent does not receive such quarter end statements prior to the end of the
third month following the end of such fiscal quarter, Borrower’s Financial Performance
Level shall be deemed to be Level 1 beginning with the tenth day of the fourth month
following the end of such fiscal quarter and shall remain at Level 1 until the
15th Business Day after such financial statements are received by the Agent and
a determination by the Agent that a different Financial Level shall apply during the
remainder of the three month period.




     “Asset Coverage Ratio” shall mean, for any date of determination, the ratio of
(a) the sum of (i) the aggregate principal amount of the Line of Credit A Loan Liabilities,
(ii) the aggregate amount of the LC Obligations, and (iii) the aggregate principal amount
of the Line of Credit B Loan Liabilities; divided by (b) the of the sum of the amounts of
Borrower’s accounts receivable and inventory as they would normally appear on Borrower’s
balance sheet according to GAAP.




     “Available Amount A” shall mean, at any time, an amount equal to (i) the Line
of Credit A Loan Commitments minus (ii) the sum of (A) the aggregate principal
amount of the Line of Credit A Loan Liabilities, and (B) the aggregate amount of the LC
Obligations.




     “Available Amount B” shall mean, at any time, an amount equal to (i) the Line
of Credit B Loan Commitments minus (ii) the aggregate principal amount of the Line
of Credit B Loan Liabilities.




     “Borrowing
Base” — Deleted.




     “Borrowing Base Certificate” — Deleted.



40









 






     “Borrowing Base Limit” — Deleted.




     “Commitment” shall mean, as to any Lender, such Lender’s Line of Credit A Loan
Commitment and Line of Credit B Loan Commitment, the Agent’s commitment to make Swing Line
Advances under the Line of Credit A and the Agent’s commitment to cause the issuance of
Letters under the Line of Credit A, and “Commitments” shall mean collectively, such
Commitments for all the Lenders and the Agent.




     “Financial Performance Level” shall mean the applicable level of
Borrower’s financial performance determined in accordance with the table and
paragraph set forth below, provided, however, notwithstanding the definition
thereof, Debt to Capitalization Ratio shall be determined as if the Top Cat
Subsidiaries were not consolidated subsidiaries of Borrower.



	 	 	 	 	 
	 	 	Financial	 	 
	 	 	Performance	 	 
	 	 	Level	 	Debt to Capitalization Ratio
	 

	 	Level 1
	 	Greater than 65%
	 

	 	Level 2
	 	Less than or equal to 65% but greater than 60%
	 

	 	Level 3
	 	Less than or equal to 60% but greater than 55%
	 

	 	Level 4
	 	Less than or equal to 55% but greater than 50%
	 

	 	Level 5
	 	Less than or equal to 50% but greater than 40%
	 

	 	Level 6
	 	Less than or equal to 40%







     “Line of Credit A Loan Commitment” shall mean as to any Lender, such Lender’s
Pro Rata Percentage of $300,000,000, as set forth opposite such Lender’s name under the
heading “Line of Credit A 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 A Loan Commitments” shall mean collectively, the Line of Credit A
Loan Commitments for all the Lenders.




     “Line of Credit B Loan Commitment” shall mean as to any Lender, such Lender’s
Pro Rata Percentage of $50,000,000, 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.




     “Line of Credit A Loan Liabilities” shall mean the principal and interest
owing under the Line of Credit A.




     “Line of Credit B Loan Liabilities” shall mean all of the Liabilities other
than: (a) the LC Obligations; and (b) the principal and interest owing under the Line of
Credit A.




     “Matured Default” shall mean the occurrence or existence of any one or more of
the following events: (a) Borrower fails to pay any principal pursuant to any of the
Financing Agreements on the day such principal becomes due or is declared due or Borrower
fails to pay any interest pursuant to any of the Financing Agreements on or before five (5)
days after such interest becomes due or is declared due; (b) Borrower fails to pay any of
the Liabilities (other than principal and interest) on or before ten (10) days after such
Liabilities become due or are declared due; (c) a Change of Control shall occur; (d)
Borrower or any consolidated subsidiary of Borrower fails or neglects to perform, keep or
observe any of the covenants, conditions, promises or



41









 







agreements contained in this
Agreement or in any of the other Financing Agreements (other than
those covenants, conditions, promises and agreements referred to or covered in
(a), (b), and (c) above), and such failure or neglect continues for
more than thirty (30) days after such failure or neglect first occurs; (e) the Available
Amount A or the Available Amount B, as calculated in accordance with the definitions
thereof, result in a negative amount; (f) any warranty or representation at any time made
by or on behalf of Borrower in connection with this Agreement or any of the other Financing
Agreements is untrue or incorrect in any material respect, or any schedule, certificate,
statement, report, financial data, notice, or writing furnished at any time by or on behalf
of Borrower to the Agent or any other Lender is untrue or incorrect in any material respect
on the date as of which the facts set forth therein are stated or certified; (g) a judgment
in excess of $5,000,000 is rendered against Borrower or any guarantor of any of the
Liabilities and such judgment remains unsatisfied or un-discharged and in effect for sixty
(60) consecutive days without a stay of enforcement or execution, provided,
however, that this clause (g) shall not apply to any judgment for which Borrower is
fully insured (through insurance policies and/or self insurance reserves); (h) all or any
material part of the assets of Borrower or any guarantor of any of the Liabilities come
within the possession of any receiver, trustee, custodian or assignee for the benefit of
creditors; (i) a proceeding under any bankruptcy, reorganization, arrangement of debt,
insolvency, readjustment of debt or receivership law or statute is filed against Borrower
or any guarantor of any of the Liabilities and such proceeding is not dismissed within
thirty (30) days of the date of its filing, or a proceeding under any bankruptcy,
reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law
or statute is filed by Borrower or any guarantor of any of the Liabilities, or Borrower or
any guarantor of any of the Liabilities makes an assignment for the benefit of creditors;
(j) Borrower or any guarantor of any of the Liabilities voluntarily or involuntarily
dissolves or is dissolved, terminates or is terminated; (k) Borrower or any consolidated
subsidiary of Borrower is enjoined, restrained, or in any way prevented by the order of any
court or any administrative or regulatory agency or by the termination or expiration of any
permit or license, from conducting all or any material part of its business affairs; (l)
Borrower or any guarantor of any of the Liabilities fails to make any payment due or
otherwise defaults on any other obligation for borrowed money and the effect of such
failure or default is to cause or permit the holder of such obligation or a trustee to
cause such obligation to become due prior to its date of maturity; (m) any guarantor of any
of the Liabilities asserts the invalidity of their guaranty, purports to terminate their
guaranty or purports to limit the application thereof to then existing Liabilities; or (n)
the Agent, at any time reasonably determines that the Lenders are insecure with respect to
the prompt payment of all or any part of the Liabilities, or that such change has occurred
in the condition or affairs (financial or otherwise) of Borrower or any of Borrower’s
Affiliates as, in the reasonable opinion of the Agent, materially affects Borrower’s
ability to make prompt payment on the Liabilities.




     “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, September 30, 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.




     “Total Adjusted Funded Debt” shall mean as of any particular date (a)
Borrower’s consolidated short term notes payable, plus (b) Borrower’s consolidated long
term debt, plus (c) the current maturities of Borrower’s consolidated long term debt, minus
(d) to the extent included in b. or c., non-recourse debt, plus (e) to the extent not
included in a., b. or c., the Liabilities, minus (f) 90% of the result of (i) the book
value of Inventory consisting of grain, minus (ii) 100% of the accounts payable related
thereto, minus (g) 100% of the net equity in Margin Accounts.



     2. Subsection (a) of Section 2.1.4 of the Agreement, Letters of Credit, shall
be amended to read as follows:




     (a) The Agent further agrees to issue or cause to be issued by a Lender, Letters for
Borrower’s account for any purpose acceptable to the Agent in its reasonable discretion
(the Agent or such Lender thereby becoming an Issuer), with an expiration date not later
than the earlier of (a)



42









 







one year after the date of issuance, or (b) the fifth day prior to
the Maturity Date, in amounts up to
the lesser of: (y) Thirty Million Dollars ($30,000,000) minus the then outstanding LC
Obligations; or (z) the Available Amount A, for the benefit of one or more beneficiaries to
be named by Borrower (the “Beneficiary”, whether one or more), in form and substance
acceptable to the Beneficiary. Letters which provide for an automatic extension of the
expiration date may not automatically extend for more than one year at each extension and
shall, in the sole discretion of the Agent, not be allowed to automatically extend to a
date later than the fifth day prior to the Maturity Date. In order to effect the issuance
of each Letter, Borrower shall deliver to the Agent a letter of credit application (the
“Application”) not later than 11:00 a.m. (Denver time), five (5) Business Days prior to the
proposed date of issuance of the Letter. The Application shall be duly executed by a
responsible officer of Borrower, shall be irrevocable and shall (i) specify the day on
which such Letter is to be issued (which shall be a Business Day), and (ii) be accompanied
by a certificate executed by a responsible officer setting forth calculations evidencing
availability for the Letter and stating that all conditions precedent to such issuance have
been satisfied. Each Letter shall (i) provide for the payment of drafts presented for
honor thereunder by the beneficiary in accordance with the terms thereof, when such drafts
are accompanied by the documents described in the Letter, if any, and (ii) to the extent
not inconsistent with the express terms hereof or the applicable Application, be subject to
the Uniform Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500 (together with any subsequent revisions thereof
approved by a Congress of the International Chamber of Commerce and adhered to by the
Issuer, the “UCP”), and shall, as to matters not governed by the UCP, be governed by, and
construed and interpreted in accordance with, the laws of the State in which the Issuer
resides.



     3. Subsection (c) of Section 2.3 of the Agreement, Prepayments; Termination of the
Commitments, shall be amended to read as follows:




     (c) Borrower shall have the right, upon at least five Business Days’ written notice to
the Lenders, to terminate the Line of Credit A Loan Commitments, (i) in whole (subject to
the last sentence of this Section 2.3(c)) or (ii) in part, in a minimum amount of
$5,000,000 and an integral multiple of $1,000,000, but not to an amount less than
$80,000,000. Provided, however, that any such termination shall be accompanied, (i) in the
case of a termination in whole, by payment of the Line of Credit A Loan Liabilities in full
and the return or cash coverage of any Letter then outstanding, or (ii) in the case of a
partial termination, payment of the Line of Credit A Loan Liabilities to the extent
necessary to cause the Available Amount A to be not less than zero. Any partial reduction
of the Line of Credit A Loan Commitments pursuant to this Section 2.3(c) shall
result in a reduction pro-rata of the Line of Credit A Loan Commitments of each of the
Lenders. Borrower shall have the right, upon at least five Business Days’ written notice
to the Lenders, to terminate the Line of Credit B Loan Commitments, (i) in whole, or (ii)
in part, in a minimum amount of $5,000,000 and an integral multiple of $1,000,000, but not
to an amount less than $20,000,000. Provided, however, that any such termination shall be
accompanied, (i) in the case of a termination in whole, by payment of the Line of Credit B
Loan Liabilities in full, or (ii) in the case of a partial termination, payment of the Line
of Credit B Loan Liabilities to the extent necessary to cause the Available Amount B to be
not less than zero. Any partial reduction of the Line of Credit B Loan Commitments
pursuant to this Section 2.3(c) shall result in a reduction pro-rata of the Line of
Credit B Loan Commitments of each of the Lenders. In the event Borrower elects to
terminate the Line of Credit A Loan Commitments in whole as set forth in this Section
2.3(c), then Borrower shall also terminate the Line of Credit B Loan Commitments in
whole as set forth in this Section 2.3(c).



     4. Section 3.1 of the Agreement, Eligible Accounts, shall be deleted.



     5. Section 3.2 of the Agreement, Eligible Inventory, shall be deleted.



43









 





     6. Subsection (a) of Section 2.1.5 of the Agreement, Equalization Transfers,
shall be amended as follows: The amount $20,000,000 shall be amended to read $30,000,000 in each
place that it appears.



     7. Section 6.16 of the Agreement, Account Warranties, shall be amended to read
as follows:




     6.16 Account Warranties. Except as disclosed to the Agent from time to time
in writing, all Accounts which are reflected on Borrower’s financial statements delivered
to the Agent pursuant to Section 7.1 are genuine, in all respects what they purport
to be, have not been reduced to any judgment, are evidenced by not more than one executed
original agreement, contract or document, and represent undisputed, bona fide transactions
completed in accordance with the terms and conditions of any related document; the Accounts
have not been pledged, sold or assigned to any Person; and except as disclosed to the Agent
from time to time in writing, Borrower has no knowledge of any fact or circumstance which
would impair the validity or collectibility of any of the Accounts that in the aggregate
are material in amount.



     8. Section 6.17 of the Agreement, Inventory Warranties, shall be amended to
read as follows:




     6.17 Inventory Warranties. Except as disclosed to the Agent from time to time
in writing, all Inventory reflected on Borrower’s financial statements delivered to the
Agent pursuant to Section 7.1 shall be of good and merchantable quality, free from
any defects which might affect the market value of such Inventory.



     9. The Compliance Certificate required by Subsection (b) of Section 7.1 of the Loan
Agreement, Financial and Other Information, shall be in the form as attached hereto as
Exhibit 7A-2.



     10. Subsection (c) and Subsection (d) of Section 7.1 of the Loan Agreement,
Financial and Other Information, shall be deleted.



     11. 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 $125,000,000; (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 $55,000,000; and (e) an Asset Coverage Ratio of
not more than 65%. Notwithstanding the definitions of the terms used in this Section 7.4,
the amounts referred to therein shall be determined as if the Top Cat Subsidiaries were not
consolidated subsidiaries of Borrower, and the Borrower shall deliver to the Lenders with
each Compliance Certificate consolidating statements and such other schedules to support
the calculations demonstrating compliance (or non-compliance, as the case may be) with the
Financial Covenants and Ratios set forth in this Section 7.4, as they were
presented prior to the formation of the Top Cat Subsidiaries.



     12. 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



44









 







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 Section 10.31, (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 $400,000,000 in the aggregate,
and/or (ii) to increase the total amount of the Line of Credit B Loan Commitments to an
amount not exceeding $100,000,000 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.



     13. 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 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; (b) an amended and restated Agents
Letter; and (c) Line of Credit A Notes and Line of Credit B Notes reflecting the revised Commitment
Amounts.



     14. 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}




45









 








     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 and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jason 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 Wolohan	 	 
	 

	 	 	 	 	 	 
	 

	 	Its
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ David Gerkent	 	 
	 

	 	 	 	 	 	 
	 

	 	Its
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK
NEDERLAND”, NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brett Delfino	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy Devane	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:
	 	Executive Director	 	 





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




46









 








	 	 	 	 	 	 	 
	 	 	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 Eighth Amendment to Loan Agreement — The Andersons, Inc.}




47









 








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
	 	 	16.428571428571	%	 	$	49,285,714.29	 
	CoBank, ACB
	 	 	13.571428571429	%	 	$	40,714,285.71	 
	Harris N.A.
	 	 	13.571428571429	%	 	$	40,714,285.71	 
	Fifth Third Bank
	 	 	8.571428571429	%	 	$	25,714,285.71	 
	Rabobank International
	 	 	10.714285714286	%	 	$	32,142,857.14	 
	ABN AMRO Bank N.V.
	 	 	7.142857142857	%	 	$	21,428,571.43	 
	Branch Banking and Trust Company
	 	 	10.000000000000	%	 	$	30,000,000.00	 
	Wells Fargo Bank, National Assn.
	 	 	8.571428571429	%	 	$	25,714,285.71	 
	Bank of America, NA
	 	 	5.714285714285	%	 	$	17,142,857.14	 
	Bank of the West
	 	 	5.714285714285	%	 	$	17,142,857.14	 
	 
	 	 	 	 	 	 
	TOTAL:
	 	 	100	%	 	$	300,000,000.00	 
	 
	Line of Credit B Loan Commitments
	 
	Name of Lender	 	Pro Rata Percentage	 	 	Maximum $Amount	 
	U.S. Bank National Association
	 	 	16.428571428571	%	 	$	8,214,285.71	 
	CoBank, ACB
	 	 	13.571428571429	%	 	$	6,785,714.29	 
	Harris N.A.
	 	 	13.571428571429	%	 	$	6,785,714.29	 
	Fifth Third Bank
	 	 	8.571428571429	%	 	$	4,285,714.29	 
	Rabobank International
	 	 	10.714285714286	%	 	$	5,357,142.86	 
	ABN AMRO Bank N.V.
	 	 	7.142857142857	%	 	$	3,571,428.57	 
	Branch Banking and Trust Company
	 	 	10.000000000000	%	 	$	5,000,000.00	 
	Wells Fargo Bank, National Assn.
	 	 	8.571428571429	%	 	$	4,285,714.29	 
	Bank of America, NA
	 	 	5.714285714285	%	 	$	2,857,142.86	 
	Bank of the West
	 	 	5.714285714285	%	 	$	2,857,142.86	 
	 
	 	 	 	 	 	 
	TOTAL:
	 	 	100	%	 	$	50,000,000.00	 






48









 






Exhibit 7A-2 to

Loan and Security Agreement




Compliance Certificate




     Pursuant to Section 7.1 of the Loan Agreement dated October 30, 2002 (as amended,
replaced, restated or supplemented from time to time, the “Loan Agreement”) by and between The
Andersons, Inc., an Ohio corporation (“Borrower”), the financial institutions party to the
Loan Agreement (collectively the “Lenders”) and U.S. Bank National Association in its capacity as
the Agent (the “Agent”), the undersigned certifies to the Agent and the Lenders as follows:




	1.	 	The financial statements of Borrower, attached hereto, for the period ending
                                                             the “Financial Statements”), have been prepared in
accordance with the requirements of Section 7.1 of the Loan Agreement and have been
delivered on or before the date they are due.
	 
	2.	 	The representations and warranties contained in Section 6 of the Loan Agreement are
true and correct as of the date hereof as though made on this date.
	 
	3.	 	Borrower is in compliance with all of the affirmative and negative covenants set forth in
Section 7 and 8 of the Loan Agreement as of the date hereof.
	 
	4.	 	Specifically, as of the date of the Financial Statements:






	 	a.	 	Borrower’s “Tangible Net Worth” (as described in the Loan Agreement) is
required not to be less than $125,000,000; Borrower’s actual Tangible Net Worth as so
described is $                    .
	 
	 	 	 	In Compliance:           Yes ___           No ___
	 
	 	b.	 	Borrower’s “Working Capital” (as described in the Loan Agreement) is required
not to be less than $55,000,000; Borrower’s actual Working Capital as so described is
$                    .
	 
	 	 	 	In Compliance:           Yes ___           No ___
	 
	 	c.	 	Borrower’s “Current Ratio Net of Hedged Inventory” (as described in the Loan
Agreement) is required not to be less than 1.25 to 1; Borrower’s actual Current Ratio
Net of Hedged Inventory as so described is                     .
	 
	 	 	 	In Compliance:           Yes ___           No ___




49









 






	 	d.	 	Borrower’s “Debt to Capitalization Ratio” (as described in the Loan
Agreement) is required not to be more than 70%; Borrower’s actual Debt to
Capitalization Ratio as so described is                     .
	 
	 	 	 	In Compliance:           Yes ___          No ___
	 
	 	e.	 	Borrower’s “Asset Coverage Ratio” (as described in the Loan Agreement) is
required not to be more than 65%; Borrower’s actual Asset Coverage Ratio as so
described is                     .
	 
	 	 	 	In Compliance:           Yes ___          No ___
	 
	 	f.	 	The rate at which interest accrues under the Loan Agreement is determined in
accordance with a Financial Performance Level, as defined therein, which, in turn, is
determined by the Borrower’s Debt to Capitalization Ratio. As of                                          (the
most recent fiscal quarter end), Borrower’s Debt to Capitalization Ratio was ___
and the Financial Performance Level was                     .






	5.	 	All adjustments and calculations related to the amounts set forth in each of 4 a through f
above are attached hereto.
	 
	 	 	Dated:                                                            , 200___





	 	 	 	 	 	 	 
	 	 	THE ANDERSONS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Gary Smith	 	 
	 

	 	 	 	 	 	 
	 

	 	Its
	 	Vice President, Finance and Treasurer	 	 







50









 





     All of the following to be calculated on a consolidated basis.


Schedule 4.a. Tangible Net Worth




	 	 	 	 	 	 	 	 	 
	Total Assets
	 	 	 	 	 	$	                    	 
	Minus Intangible Assets and Other Required Deductions	 	$                                        	 
	Minus Total Liabilities	 	$                                        	 
	Tangible Net Worth
	 	 	 	 	 	$	                    	 






Schedule 4.b. Working Capital




	 	 	 	 	 	 	 	 	 
	Current Assets
	 	 	 	 	 	$	                    	 
	Minus Current Liabilities	 	$                                        	 
	Working Capital
	 	 	 	 	 	$	                    	 






Schedule 4.c. Current Ratio Net of Hedged Inventory




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current Assets
	 	 	 	 	 	 	 	 	 	$	                    	 
	Minus the Book Value of Hedged Inventory	 	 	 	 	 	$                                        	 
	Minus the Net Liquidation Value of Related Margin Accounts	 	$                                        
	Adjusted Current Assets	 	 	 	 	 	$                                        	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Current Liabilities
	 	 	 	 	 	 	 	 	 	$	                    	 
	Minus the Book Value of Hedged Inventory	 	 	 	 	 	$                                        	 
	Minus the Net Liquidation Value of Related Margin Accounts	 	$                                        
	Adjusted Current Liabilities
	 	 	 	 	 	 	 	 	 	$	                    	 
	 
	Adjusted
Current Assets
	 	 	 	 	 	$                                        	 
	Divided By
Adjusted Current Liabilities
	 	 	 	 	 	$                                        	 
	Current
Ratio Net of Hedged Inventory
	 	 	 	 	 	                                          	 






51









 






Schedule 4.d. Debt to Capitalization Ratio




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Short Term Notes Payable	 	 	 	 	 	$                                        	 
	Plus Current Maturities of Long Term Debt	 	 	 	 	 	$                                        	 
	Plus Long Term Debt
	 	 	 	 	 	 	 	 	 	 	$                    	 
	Minus, to the extent included in Long Term Debt, Non-recourse Debt	 	$                                        
	Plus, to the extent not included above, the Liabilities	 	$                                        
	Book Value of Grain Inventory       $                                        
	 	 	 	 	 	 	 	 	 	 	 	 
	Minus Grain Payables                      $                                         
	 	 	 	 	 	 	 	 	 	 	 	 
	Minus Net Grain @ 90%           $                                         x 90%	 	 	 	 	 	$                                        	 
	Minus100% of the Net Equity in Margin Accounts	 	 	 	 	 	$                                        	 
	Total Adjusted Funded Debt	 	 	 	 	 	$                                        	 
	 
	Tangible Net Worth
	 	 	 	 	 	 	 	 	 	 	$                    	 
	 
	Plus Total Adjusted Funded Debt	 	 	 	 	 	$                                        	 
	Capitalization
	 	 	 	 	 	$                                        	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Adjusted Funded Debt
	 	 	 	 	 	 	 	 	 	 	$                    	 
	 
	Divided By
Capitalization
	 	 	 	 	 	$                                        	 
	Debt to
Capitalization Ratio
	 	 	 	 	 	                                        	 
	 
	Schedule 4.e. Asset Coverage Ratio
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Line of Credit A Loan Liabilities	 	 	 	 	 	$                                        	 
	Plus LC Obligations
	 	 	 	 	 	 	 	 	 	 	$                    	 
	 
	Plus, Line of Credit B Loan Liabilities	 	 	 	 	 	$                                        	 
	Total
Loan Liabilities
	 	 	 	 	 	$                                        	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Accounts Receivable
	 	 	 	 	 	 	 	 	 	 	$                    	 
	 
	Inventory
	 	 	 	 	 	 	 	 	 	 	$                    	 
	 
	Total Receivables and Inventory
	 	 	 	 	 	$                                        	 
	 
	Total Loan Liabilities
	 	 	 	 	 	 	 	 	 	 	$                                        	 
	 
	Divided By
Total Receivables and Inventory
	 	 	 	 	 	$                                        	 
	Asset
Coverage Ratio
	 	 	 	 	 	                                        	 






52









 






Schedule 4.f. Financial Performance Level




	 	 	 	 	 	 	 
	 

	 	Debt to Capitalization Ratio
	 	                                        
	 	 






	 	 	 
	Financial	 	 
	Performance	 	 
	Level	 	Debt to Capitalization Ratio
	Level 1

	 	Greater than 65%
	Level 2

	 	Less than or equal to 65% but greater than 60%
	Level 3

	 	Less than or equal to 60% but greater than 55%
	Level 4

	 	Less than or equal to 55% but greater than 50%
	Level 5

	 	Less than or equal to 50% but greater than 40%
	Level 6

	 	Less than or equal to 40%






	 	 	 	 	 	 	 
	 

	 	Financial Performance Level Is
	 	                    
	 	 







53