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 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 we▇▇▇, 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.

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 a▇ (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 New 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 we▇▇▇, 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.

Loans, Etc. The Borrower will not permit at any time Lender hereby agrees to make the aggregate amount of all unfunded commitments of the Borrower following credit facility available to Borrower, on terms 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 conditions set forth herein: (i) all cash RLOC - Subject to Borrower’s compliance with the terms and conditions of this Loan Agreement, Lender shall make available to Borrower Advances up to the Maximum RLOC Availability from the Closing Date through the Expiration Date, which, in accordance with the RLOC Note, may be advanced, paid down and readvanced. Advances shall be in minimum increments of not less than $100,000.00. PROVIDED HOWEVER, that no Advance shall be made under the RLOC if, after giving effect to such Advance, the Maximum RLOC Availability would be a negative number. The obligation to repay the RLOC shall be Amended and Restated Loan Agreement Farm Credit of Southwest Florida, ACA/ALICO, Inc. evidenced by the RLOC Note and shall have the repayment terms and interest rates as set forth therein. All amounts outstanding under the RLOC shall be due and payable on the RLOC Maturity Date. Lender and Borrower and its Subsidiaries held in deposit accounts agree 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 RLOC Maturity Date may be extended for additional one year periods in the New Treasury Credit Agreement)following manner. Each year commencing December 31, plus (ii) 2007 Borrower 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 Borrower requests the extension in a writing provided to Lender by December 31 of we▇▇▇, 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) exceeds the amount Lender shall not have notified Borrower in writing by January 31 of the capital expenditures that have been so approved and thatfollowing year of Lender’s intention to terminate the Loan, if applicable, will 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 paid from cash flow from operations under the approved budget. In addition, deemed extended 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 Agentone additional year.

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 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 wew▇▇▇▇, 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.

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 we▇▇▇▇▇, 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: