Exhibit 10.1
FOURTH AMENDMENT TO AMENDED
AND RESTATED LOAN AGREEMENT
THIS FOURTH
AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “
Amendment ”) is made and entered into to be effective
the 3 rd day of September, 2008 by and
between Farm Credit of Southwest Florida, ACA , an
agricultural credit association for itself and as agent/nominee for
other lending institutions having an interest, direct or indirect,
in the Loan (as defined hereinbelow) from time to time (the “
Lender ”) and ALICO, Inc. (“
Borrower ”) (Lender and Borrower together, the “
Parties ”, and, each singly, a “ Party
”) and amends that certain Amended and Restated Loan
Agreement among the Parties dated to be effective as of
May 26, 2006, as amended on August 30, 2007, on
February 26, 2008, and on March 25, 2008 (collectively,
the “ Loan Agreement ”).
PRELIMINARY
STATEMENT
Lender currently has a $175,000,000
revolving line of credit loan (the “ RLOC ”)
outstanding to Borrower. Borrower has requested and Lender has
agreed to amend the Loan Agreement pursuant to the terms and
conditions set forth in this Amendment to (i) reduce the
available borrowings in the aggregate under the RLOC to
$125,000,000, and (ii) to establish for the benefit of
Borrower a $50,000,000 term loan.
All capitalized terms used and not
otherwise defined herein shall have the meaning set forth in the
Loan Agreement, as amended by this Amendment.
NOW THEREFORE, the Parties hereby
agree as follows:
1. Amendments to the Loan
Agreement . The Loan Agreement is hereby amended as
follows:
(a) Section 1.37 is hereby
deleted and the following is substituted therefor:
“Loan” means the RLOC
and/or the Term Loan, as the context requires, and
“Loans” means both the RLOC and the Term
Loan.
(b) Section 1.43 is hereby
deleted and the following is substituted therefor:
“Note” means the RLOC
Note and/or the Term Loan Note, as the context requires, and
“Notes” means both the RLOC Note and the Term Loan
Note.
(c) Section 1.53 is hereby
deleted and the following is substituted therefor:
“1.53 “RLOC
Commitment” means $125,000,000.”
(d) The following definitions are
hereby added in the appropriate alphabetical order in Article
1:
“Term Loan” means that
certain Term Loan in the amount of $50,000,000.
“Term Loan Maturity
Date” means September 1, 2018.
“Term Loan Note” means
that certain promissory note of Borrower given to Lender dated as
of September 3, 2008 in the amount of the Term Loan, as well
as any promissory note or notes issued by Borrower in substitution,
replacement, extension, amendment, or renewal of any such
promissory note or notes.
(e) A new Section 2.1(b) is
hereby added as follows:
“2.1(b) Term Loan
– Subject to the terms and conditions hereof, Lender shall
make the Term Loan to Borrower. The obligation to repay the Term
Loan shall be evidenced by the Term Loan Note and shall have the
repayment terms and interest rates as set forth therein. All
amounts outstanding under the Term Loan shall be due and payable on
the Term Loan Maturity Date.
(f) The following paragraph is
hereby added to Section 5.1 Collateral :
“Borrower acknowledges and
agrees that the Collateral also secures, pari passeu, that certain
term loan made by Lender to Borrower in the original principal
amount of $19,000,000, evidenced by Promissory Note dated
March 12, 1999 (the “Term Loan No. 1”), and
the term loan in the original principal amount of $50,000,000 made
by Lender to Borrower dated September 3, 2008 (“Term
Loan No. 2”). Borrower may request, from time to time,
releases from the Collateral and substitutions therefor of property
having a value equal to or greater than that of the released
Collateral, subject to Lender approval in its sole discretion. Upon
the satisfaction in full of all amounts outstanding under the RLOC,
Borrower may request, and Lender shall consider in its sole
discretion, release of all Collateral, save and except the 7,672
acres known as the “2 x 6” tract, situated in Hendry
County, Florida, which shall remain as collateral for amounts
outstanding under the Term Loan No. 1 and the Term Loan
No. 2.”
(g) Section 9.5 is hereby
amended by substituting the term “Loans” for each
occurrence of t
