EXHIBIT 10.1
SIXTH AMENDED AND RESTATED LOAN AGREEMENT
BETWEEN
U.S. BANK NATIONAL ASSOCIATION
Sole Bookrunner, Left Lead Arranger, and Administrative Agent
FIFTH THIRD BANK
Joint Lead Arranger and Co-Syndication Agent
FARM CREDIT BANK OF TEXAS
Joint Lead Arranger and Co-Syndication Agent
BANK OF THE WEST
Co-Documentation Agent
BRANCH BANKING AND TRUST COMPANY
Co-Documentation Agent
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH
Co-Documentation Agent
AND
THE ANDERSONS, INC.
$800,000,000 Line of Credit
Dated as of April 13, 2017
TABLE OF CONTENTS
1.
DEFINITIONS
1
1.1
GENERAL DEFINITIONS
1
1.2
INDEX TO OTHER DEFINITIONS
20
1.3
ACCOUNTING TERMS
21
1.4
OTHERS DEFINED IN NEW YORK UNIFORM COMMERCIAL CODE
22
2.
LOANS, LETTERS OF CREDIT AND FEES
22
2.1
LOANS AND LETTERS OF CREDIT
22
2.1.1 SWING LINE
22
2.1.2 LINE OF CREDIT
23
2.1.3
INTENTIONALLY OMITTED
23
2.1.4
LETTERS OF CREDIT
23
2.1.5 FUNDS TRANSFERS
26
2.2
PAYMENT OF PRINCIPAL AND INTEREST; DEFAULT RATE
28
2.3
PREPAYMENTS; TERMINATION OF THE COMMITMENTS
29
2.4
PURPOSE
31
2.5
LOAN AND LETTER OF CREDIT FEES
31
2.6
BORROWER'S LOAN ACCOUNT
32
2.7
STATEMENTS
32
2.8
TERMINATION OF AGREEMENT
33
3.
INTENTIONALLY OMITTED
33
4.
CONDITIONS TO ADVANCES
33
4.1
COMPLIANCE
33
4.2
DOCUMENTATION
34
4.3
ACQUISITION AMOUNTS
34
5.
GUARANTIES
34
6.
REPRESENTATIONS AND WARRANTIES
34
6.1
LITIGATION AND PROCEEDINGS
34
6.2
OTHER AGREEMENTS
34
6.3
LICENSES, PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE NAMES
35
6.4
ENCUMBRANCES
35
i
6.5
LOCATION OF ASSETS; CHIEF EXECUTIVE OFFICE
35
6.6
TAX LIABILITIES
35
6.7
INDEBTEDNESS
35
6.8
AFFILIATES
35
6.9
ENVIRONMENTAL MATTERS
36
6.10
EXISTENCE
36
6.11
AUTHORITY
36
6.12
BINDING EFFECT
37
6.13
CORRECTNESS OF FINANCIAL STATEMENTS
37
6.14
EMPLOYEE CONTROVERSIES
37
6.15
COMPLIANCE WITH LAWS AND REGULATIONS
37
6.16
ACCOUNT WARRANTIES
37
6.17
INVENTORY WARRANTIES
37
6.18
SOLVENCY
37
6.19
ERISA
38
6.20
MARGIN SECURITY
38
6.21
INVESTMENT COMPANY ACT NOT APPLICABLE
38
6.22
FULL DISCLOSURE
38
6.23
INTELLECTUAL PROPERTY
38
6.24
SURVIVAL OF WARRANTIES
39
6.25
NO MATERIAL ADVERSE EFFECT; NO DEFAULT OR MATURED DEFAULT
39
6.26
ANTI-CORRUPTION LAWS; SANCTIONS
39
6.27
EEA FINANCIAL INSTITUTION
39
7.
AFFIRMATIVE COVENANTS
39
7.1
FINANCIAL AND OTHER INFORMATION
39
7.2
CONDUCT OF BUSINESS
41
7.3
INSURANCE
41
7.4
FINANCIAL COVENANTS AND RATIOS
41
7.5
BENEFIT PLANS
41
7.6
NOTICE OF SUIT, ADVERSE CHANGE IN BUSINESS OR DEFAULT
42
7.7
USE OF PROCEEDS
42
7.8
BOOKS AND RECORDS
42
7.9
SANCTIONS; ANTI-MONEY LAUNDERING COMPLIANCE
42
8.
NEGATIVE COVENANTS
42
8.1
ENCUMBRANCES
43
8.2
CONSOLIDATIONS, MERGERS OR ACQUISITIONS
43
8.3
SECURED INDEBTEDNESS
43
8.4
GUARANTEES AND OTHER CONTINGENT OBLIGATIONS
43
-ii-
8.5
DISPOSITION OF PROPERTY
44
8.6
DISTRIBUTIONS IN RESPECT OF EQUITY
44
8.7
LOANS TO AND TRANSACTIONS WITH AFFILIATES
45
8.8
DEPOSITS, INVESTMENTS, ADVANCES OR LOANS
45
8.9
USE OF PROCEEDS
45
9.
DEFAULT AND RIGHTS AND REMEDIES; THE AGENT
46
9.1
LIABILITIES
46
9.2
RIGHTS AND REMEDIES; WAIVER OF RIGHTS UNDER FARM CREDIT ACT
46
9.3
WAIVER OF DEMAND
47
9.4
WAIVER OF NOTICE
47
9.5
AUTHORIZATION AND ACTION
47
9.6
AGENT'S RELIANCE, ETC
47
9.7