Common use of Loans, Etc Clause in Contracts

Loans, Etc. The Borrower will not permit at any time the aggregate amount of all unfunded commitments of the Borrower and its Subsidiaries to provide loans, advances or Guarantees with respect to such Investments (but excluding any “unapproved capital expenditure amount” as defined below) to exceed 100% of the sum of (i) all cash of the Borrower and its Subsidiaries held in deposit accounts that are subject to a Control Agreement granting the Agent a first priority security interest therein, excluding the Cash Collateral (as such term is defined in the Treasury Credit Agreement), plus (ii) the difference between (x) the Senior Revolving Commitment Amount minus (y) the Senior Revolving Credit Exposure, plus (iii) 95% of the Fair Market Value of all Marketable Securities with an Investment Grade Rating, plus (iv) 85% of the Fair Market Value of all Marketable Securities with a Non-Investment Grade Rating. For purposes of this Section 7.12, “unapproved capital expenditure amount” means the portion of any commitment that (i) may only be used for capital expenditures (including drilling and completion of xxxxx, the purchase of assets or other capital expenditures) that are approved by (or consented to by) the Borrower or such Subsidiary in its sole discretion or words of similar effect (whether under a specific approval or under a budget that must be approved) and (ii) exceeds the amount of the capital expenditures that have been so approved and that, if applicable, will not be paid from cash flow from operations under the approved budget. In addition, for purposes of this Section 7.12, with respect to all Marketable Securities, the Borrower shall, not less frequently than once each calendar week, determine the Fair Market Value of each such Marketable Securities; provided, however, following the occurrence and continuation of an Event of Default, the Administrative Agent shall have the right to require the Borrower to make such determination on a more frequent basis and provide such information to the Administrative Agent. Borrower shall also provide to the Administrative Agent evidence of compliance with this Section 7.12 on each Compliance Certificate that it delivers pursuant to Section 5.1(c), in form and substance acceptable to the Administrative Agent. (c) Section 5.1(g) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

Loans, Etc. The Borrower will not permit 2.1 US$ LOANS; US$-CANADIAN LOANS; MULTI-CURRENCY LOANS; C$ LOANS; TRANCHE A TERM LOANS; TRANCHE B TERM LOANS. (a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to continue and make loans to the Borrowers in Dollars ("US$ LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans, together with the aggregate amount of all unfunded commitments Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the Borrower and its Subsidiaries US$ Commitments as in effect from time to provide loanstime, advances or Guarantees with respect to such Investments (but excluding any “unapproved capital expenditure amount” as defined below) to exceed 100% of the sum of (i) all cash of the Borrower and its Subsidiaries held in deposit accounts that are subject to a Control Agreement granting the Agent a first priority security interest therein, excluding the Cash Collateral (as such term is defined in the Treasury Credit Agreement), plus (ii) each US$-Canadian Lender severally agrees to continue and make loans to the difference between Borrowers in Dollars or Canadian Dollars (x"US$-CANADIAN Loans") during the Senior Revolving Commitment Amount minus (y) the Senior Revolving Credit Exposure, plus (iii) 95% of the Fair Market Value of all Marketable Securities with Period in an Investment Grade Rating, plus (iv) 85% of the Fair Market Value of all Marketable Securities with a Non-Investment Grade Rating. For purposes of this Section 7.12, “unapproved capital expenditure amount” means the portion of aggregate principal amount at any commitment that (i) may only be used for capital expenditures (including drilling and completion of xxxxx, the purchase of assets or other capital expenditures) that are approved by (or consented one time outstanding up to by) the Borrower or such Subsidiary in its sole discretion or words of similar effect (whether under a specific approval or under a budget that must be approved) and (ii) exceeds but not exceeding the amount of the capital expenditures US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, PROVIDED that have been so approved in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans, together with the aggregate outstanding principal amount of all C$ Loans, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and thatmake loans to the Borrowers in any Multi-Currency ("MULTI-CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, if applicablePROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans, will not be paid from cash flow from operations together with the aggregate amount of all Letter of Credit Liabilities under the approved budgetMulti-Currency Commitments outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrower in Canadian Dollars during the Commitment Period in accordance with the terms and provisions of Annex A hereto, (v) each Tranche A Term Lender severally agrees to make a term loan to the Company in Dollars ("TRANCHE A TERM LOANS") on the Effective Date in an amount not to exceed the amount of the Tranche A Term Commitment of such Tranche A Term Lender and (vi) each Tranche B Term Lender severally agrees to make a term loan to the Company in Dollars ("TRANCHE B TERM LOANS") on the Effective Date in an amount not to exceed the amount of the Tranche B Term Commitment of such Tranche B Term Lender. In addition, for purposes Subject to the terms and conditions of this Section 7.12Agreement, with respect to all Marketable Securitiesduring the Commitment Period, the Borrower shallBorrowers may (x) borrow, not less frequently than once each calendar week, determine repay and reborrow the Fair Market Value of each such Marketable Securities; provided, however, following the occurrence and continuation of an Event of DefaultUS$ Loans, the Administrative Agent US$-Canadian Loans and the Dollar-denominated Multi-Currency Loans by means of ABR Loans and Eurocurrency Loans and (y) convert the US$ Loans, the US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans, the Tranche A Term Loans or the Tranche B Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Unless otherwise provided herein, all Multi-Currency Loans other than Dollar-denominated Multi-Currency Loans shall have the right to require the Borrower to make such determination on a more frequent basis be made, maintained and provide such information to the Administrative Agent. Borrower shall also provide to the Administrative Agent evidence of compliance with this Section 7.12 on each Compliance Certificate that it delivers pursuant to Section 5.1(c), in form and substance acceptable to the Administrative Agentcontinued as Eurocurrency Loans. (cb) Section 5.1(g) of The Loans outstanding under the Existing Credit Agreement is hereby amended by replacing such Section in its entirety with on the following:Effective Date (the "EXISTING LOANS") shall continue to be outstanding and shall be continued under this Agreement.

Loans, Etc. The Borrower will not permit at any time Lender hereby agrees to make the aggregate amount following credit facility available to Borrowers, on terms and conditions set forth herein: Loan Agreement Farm Credit of all unfunded commitments of the Borrower and its Subsidiaries to provide loansSouthwest Florida ACA/Atlantic Blue Group, advances or Guarantees with respect to such Investments (but excluding any “unapproved capital expenditure amount” as defined below) to exceed 100% of the sum of Inc., et ax (i) all cash RLOC - Subject to Borrowers’ compliance with the terms and conditions of this Loan Agreement, Lender shall make available to Borrowers Advances up to the Borrower Maximum RLOC Availability from the Closing Date through the Expiration Date, which, in accordance with the RLOC Note, may be advanced, paid down and its Subsidiaries held readvanced. Advances shall be in deposit accounts minimum increments of not less than $100,000.00. PROVIDED HOWEVER, that are subject no Advance shall be made under the RLOC if, after giving effect to such Advance, the Maximum RLOC Availability would be a Control Agreement granting negative number. The obligation to repay the Agent a first priority security RLOC shall be evidenced by the RLOC Note and shall have the repayment terms and interest rates as set forth therein, excluding . All amounts outstanding under the Cash Collateral (as such term is defined RLOC shall be due and payable on the RLOC Maturity Date. Lender and Borrowers agree that the RLOC Maturity Date may be extended for additional one year periods in the Treasury Credit Agreement)following manner. Each year commencing May 31, plus (ii) 2009 Borrowers may request in writing that the difference between (x) the Senior Revolving Commitment Amount minus (y) the Senior Revolving Credit Exposure, plus (iii) 95% of the Fair Market Value of all Marketable Securities with RLOC Maturity Date be extended for an Investment Grade Rating, plus (iv) 85% of the Fair Market Value of all Marketable Securities with a Non-Investment Grade Rating. For purposes of this Section 7.12, “unapproved capital expenditure amount” means the portion of any commitment additional one year period provided that (i) may only be used for capital expenditures (including drilling and completion Borrowers request the extension in a writing provided to Lender by May 31st of xxxxx, the purchase of assets or other capital expenditures) that are approved by (or consented to by) the Borrower or such Subsidiary in its sole discretion or words of similar effect (whether under a specific approval or under a budget that must be approved) year and (ii) Lender shall not have notified Borrowers in writing by July 31st of the same year of Lender’s intention to terminate the Loan, which decision shall be made in the sole discretion of Lender. If Lender does not elect to terminate the Loan as provided above the RLOC Maturity Date shall be deemed extended for one additional year. (ii) Overadvances - If Lender shall at any time determine that the total amount outstanding under the RLOC exceeds the amount Overadvance Threshold (70% of the capital expenditures that have been so approved and that, if applicable, will not be paid from cash flow from operations under the approved budget. In addition, for purposes of this Section 7.12, with respect to all Marketable Securities, the Borrower shall, not less frequently than once each calendar week, determine the Fair Market Value of each the Alico Stock), it shall immediately notify Borrowers by telephone of the amount by which the RLOC Commitment (65% of the Market Value of Alico Stock) is exceeded by the sum of then-outstanding amounts under the RLOC (such Marketable Securities; providedamount, howeverthe “Overadvance Amount”). Within forty-eight (48) hours of such notification, or, if the next succeeding day shall not be a Business Day, then no later than 2:00 p.m. Arcadia, Florida time, on the Business Day immediately following the occurrence and continuation date of notification, Borrowers shall (A) pay or prepay an Event amount in readily-available funds not less than the Overadvance Amount, to be applied to amounts owed under the RLOC, or (B) promptly pledge additional Alico Stock having a Market Value of Default, Alico Stock in an amount not less than the Administrative Agent shall have the right to require the Borrower to make such determination on a more frequent basis and provide such information to the Administrative Agent. Borrower shall also provide to the Administrative Agent evidence of compliance with this Section 7.12 on each Compliance Certificate that it delivers pursuant to Section 5.1(c), in form and substance acceptable to the Administrative AgentOveradvance Amount. (c) Section 5.1(g) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

Loans, Etc. The Borrower will not permit at any time the aggregate amount of all unfunded commitments of the Borrower and its Subsidiaries to provide loans, advances or Guarantees with respect to such Investments (but excluding any “unapproved capital expenditure amount” as defined below) to exceed 100% of the sum of (i) all cash of the Borrower and its Subsidiaries held in deposit accounts that are subject to a Control Agreement granting the Agent administrative agent under the Investment Credit Agreement a first priority security interest therein, excluding the Cash Collateral (as such term is defined in the Treasury Credit Agreement)Collateral, plus (ii) the difference between (x) the Senior Revolving Commitment Amount minus (y) the Senior Revolving Credit Exposure, plus (iii) 95% of the Fair Market Value of all Marketable Securities with an Investment Grade Rating, plus (iv) 85% of the Fair Market Value of all Marketable Securities with a Non-Investment Grade Rating. For purposes of this Section 7.12, “unapproved capital expenditure amount” means the portion of any commitment that (i) may only be used for capital expenditures (including drilling and completion of xxxxx, the purchase of assets or other capital expenditures) that are approved by (or consented to by) the Borrower or such Subsidiary in its sole discretion or words of similar effect (whether under a specific approval or under a budget that must be approved) and (ii) exceeds the amount of the capital expenditures that have been so approved and that, if applicable, will not be paid from cash flow from operations under the approved budget. In addition, for purposes of this Section 7.12, with respect to all Marketable Securities, the Borrower shall, not less frequently than once each calendar weekweek (or on such more frequent basis as may be required under the Investment Credit Agreement), determine the Fair Market Value of each such Marketable Securities; provided, however, following the occurrence and continuation of an Event of Default, the Administrative Agent shall have the right to require the Borrower to make such determination on a more frequent basis and provide such information to the Administrative Agent. Borrower shall also provide to the Administrative Agent evidence of compliance with this Section 7.12 on each Compliance Certificate that it delivers pursuant to Section 5.1(c), in form and substance acceptable to the Administrative Agent. (c) Section 5.1(g) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

Loans, Etc. The Borrower will not permit at any time the aggregate amount of all unfunded commitments of the Borrower and its Subsidiaries to provide loans, advances or Guarantees with respect to such Investments (but excluding any “unapproved capital expenditure amount” as defined below) to exceed 100% of the sum of (i) all cash of the Borrower and its Subsidiaries held in deposit accounts that are subject to a Control Agreement granting the Agent administrative agent under the Investment Credit Agreement a first priority security interest therein, excluding the Cash Collateral (as such term is defined in the Treasury Credit Agreement)Collateral, plus (ii) the difference between (x) the Senior Treasury Revolving Commitment Amount minus (y) the Senior Treasury Revolving Credit Exposure, plus (iii) 95% of the Fair Market Value of all Marketable Securities with an Investment Grade Rating, plus (iv) 85% of the Fair Market Value of all Marketable Securities with a Non-Investment Grade Rating. For purposes of this Section 7.12, “unapproved capital expenditure amount” means the portion of any commitment that (i) may only be used for capital expenditures (including drilling and completion of xxxxx, the purchase of assets or other capital expenditures) that are approved by (or consented to by) the Borrower or such Subsidiary in its sole discretion or words of similar effect (whether under a specific approval or under a budget that must be approved) and (ii) exceeds the amount of the capital expenditures that have been so approved and that, if applicable, will not be paid from cash flow from operations under the approved budget. In addition, for purposes of this Section 7.12, with respect to all Marketable Securities, the Borrower shall, not less frequently than once each calendar weekweek (or on such more frequent basis as may be required under the Investment Credit Agreement), determine the Fair Market Value of each such Marketable Securities; provided, however, following the occurrence and continuation of an Event of Default, the Administrative Agent shall have the right to require the Borrower to make such determination on a more frequent basis and provide such information to the Administrative Agent. Borrower shall also provide to the Administrative Agent evidence of compliance with this Section 7.12 on each Compliance Certificate that it delivers pursuant to Section 5.1(c), in form and substance acceptable to the Administrative Agent. (c) Section 5.1(g) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

Loans, Etc. The Borrower will not permit at any time the aggregate amount of all unfunded commitments of the Borrower and its Subsidiaries to provide loans, advances or Guarantees with respect to such Investments investments (but excluding any “unapproved capital expenditure amount” as defined below) to exceed 100% of the sum of (i) all cash of the Borrower and its Subsidiaries held in deposit accounts that are subject to a Control Agreement granting the Agent a first priority security interest therein, excluding the Cash Collateral (as such term is defined in the New Treasury Credit Agreement), plus (ii) the difference between (x) the Senior Revolving Commitment Amount minus (y) the Senior Revolving Credit Exposure, plus (iii) 95% of the Fair Market Value of all Marketable Securities with an Investment Grade Rating, plus (iv) 85% of the Fair Market Value of all Marketable Securities with a Non-Investment Grade Rating. For purposes of this Section 7.12, “unapproved capital expenditure amount” means the portion of any commitment that (i) may only be used for capital expenditures (including drilling and completion of xxxxxwexxx, the purchase of assets or other capital expenditures) that are approved by (or consented to by) the Borrower or such Subsidiary in its sole discretion or words of similar effect (whether under a specific approval or under a budget that must be approved) and (ii) exceeds the amount of the capital expenditures that have been so approved and that, if applicable, will not be paid from cash flow from operations under the approved budget. In addition, for purposes of this Section 7.12, with respect to all Marketable Securities, the Borrower shall, not less frequently than once each calendar week, determine the Fair Market Value of each such Marketable Securities; provided, however, following the occurrence and continuation of an Event of Default, the Administrative Agent shall have the right to require the Borrower to make such determination on a more frequent basis and provide such information to the Administrative Agent. Borrower shall also provide to the Administrative Agent evidence of compliance with this Section 7.12 on each Compliance Certificate that it delivers pursuant to Section 5.1(c), in form and substance acceptable to the Administrative Agent. (c) Section 5.1(g) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

Loans, Etc. The Borrower will not permit at any time the aggregate amount of all unfunded commitments of the Borrower and its Subsidiaries to provide loans, advances or Guarantees with respect to such Investments investments (but excluding any “unapproved capital expenditure amount” as defined below) to exceed 100% of the sum of (i) all cash of the Borrower and its Subsidiaries held in deposit accounts that are subject to a Control Agreement granting the Agent a first priority security interest therein, excluding the Cash Collateral (as such term is defined in the New Treasury Credit Agreement), plus (ii) the difference between (x) the Senior Revolving Commitment Amount minus (y) the Senior Revolving Credit Exposure, plus (iii) 95% of the Fair Market Value of all Marketable Securities with an Investment Grade Rating, plus (iv) 85% of the Fair Market Value of all Marketable Securities with a Non-Investment Grade Rating. For purposes of this Section 7.12, “unapproved capital expenditure amount” means the portion of any commitment that (i) may only be used for capital expenditures (including drilling and completion of xxxxxwxxxx, the purchase of assets or other capital expenditures) that are approved by (or consented to by) the Borrower or such Subsidiary in its sole discretion or words of similar effect (whether under a specific approval or under a budget that must be approved) and (ii) exceeds the amount of the capital expenditures that have been so approved and that, if applicable, will not be paid from cash flow from operations under the approved budget. In addition, for purposes of this Section 7.12, with respect to all Marketable Securities, the Borrower shall, not less frequently than once each calendar week, determine the Fair Market Value of each such Marketable Securities; provided, however, following the occurrence and continuation of an Event of Default, the Administrative Agent shall have the right to require the Borrower to make such determination on a more frequent basis and provide such information to the Administrative Agent. Borrower shall also provide to the Administrative Agent evidence of compliance with this Section 7.12 on each Compliance Certificate that it delivers pursuant to Section 5.1(c), in form and substance acceptable to the Administrative Agent. (c) Section 5.1(g) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following: