FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT
Exhibit 10.10
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT (the
“Amendment”) is made and entered into to be effective the
_____
day of August 2007, 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”), ALICO, Inc.
(“Borrower”), Xxxxx Brothers Fruit, LLC, (“Brothers”),
ALICO-AGRI, LTD. (“Agri”), Alico Land Development, Inc. (f/k/a Saddlebag
Lake Resorts, Inc.) (“Development”) and Alico Plant World, L.L.C. (“Plant”)
(Brothers, Agri, Development and Plant, collectively, “Guarantors”) (Lender, Borrower and
Guarantors collectively, 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 (the “Loan Agreement”).
Lender currently has a $175,000,000 revolving line of credit loan (the “Loan”)
outstanding to Borrower. The Loan is governed by certain financial covenants as set forth in the
Loan Agreement. Lender, Borrower and Guarantors have agreed to amend the Net Worth ratio as set
forth below pursuant to the terms and conditions set forth in this Amendment.
Additionally, since the date of the Loan Agreement, a Guarantor, Saddlebag Lake Resorts, Inc.,
has changed its name to Alico Land Development, Inc. The Parties wish to amend the Loan Agreement
and respective Guaranty Agreement to reflect this name change.
All capitalized terms used and not otherwise defined herein shall have the meaning set forth
in the Loan Agreement, as amended by this Amendment.
(a) Section 1.24, “Guarantors”, is hereby amended such that the name “Alico Land Development,
Inc. (f/k/a Saddlebag Lake Resorts, Inc.)” replaces the name “Saddlebag Lake Resorts, Inc.” The
Loan Agreement is further amended such that any use of the name “Saddlebag Lake Resorts, Inc.” is
replaced with the name “Alico Land Development, Inc. (f/k/a Saddlebag Lake Resorts, Inc.).”
(b) Section 4.3(d), “Net Worth”, is hereby amended such that the Net Worth requirement
stated therein is reduced to $110,000,000, effective as of the date hereof. The Borrower’s Net
Worth shall continue to be measured in the manner set forth therein.
(c) Exhibit 4.1(c), “Compliance Certificate”, is hereby deleted in its entirety and replaced
with the new Exhibit 4.1 (c) attached hereto and made a part hereof.
9. Governing Law. This Amendment shall be interpreted in accordance with and governed
by the laws of the State of Florida. PROVIDED HOWEVER, to the extent that the creation, validity,
perfection, enforceability or priority of any lien or security interest, or the rights and remedies
with respect to any lien or security interest, in the Collateral are governed by the laws of a
jurisdiction other than the State of Florida, then the laws of such jurisdiction shall govern,
except as superseded by applicable United States Federal Law.
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THIS FIFTH AMENDMENT TO RESTATED LOAN AGREEMENT (the “Amendment”) is made and entered
into on August _, 2007, by and among 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 Term Loan (as defined hereinbelow) from time to time (the
“Lender”) and ALICO, INC. (the “Borrower”) (Lender and Borrower together, the
“Parties”, and, singly, a “Party”) and amends that Restated Loan Agreement between
Borrower and Lender dated as of July 8, 1999, as amended on July 30th, 1999,
on May 5, 2000, on October 11, 2005 and on May 26, 2006 (collectively, the “Loan
Agreement”). Any capitalized terms used but not otherwise defined herein shall have the meaning
set forth in the Loan Agreement.
Lender currently has a term loan in the original principal amount of $19,000,000 (the
“Term Loan”) outstanding to Borrower pursuant to the Loan Agreement and other Loan
Documents referenced therein. Lender also currently has a $175,000,000 revolving of credit loan
(“RLOC”) (the Term Loan and the RLOC, together the “Loans”) outstanding to Borrower
pursuant to an amended and restated loan agreement between Borrower, Lender and others named
therein dated May 26, 2006 (“RLOC Loan Agreement”). Borrower has requested and Lender has
agreed to modify the net worth covenant governing the Loans as set forth below.
Fifth Amendment to Restated Loan Agreement
Farm Credit of Southwest Florida, ACA/ALICO, INC.
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Farm Credit of Southwest Florida, ACA/ALICO, INC.
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9. Governing Law. This Amendment shall be interpreted in accordance with and governed
by the laws of the State of Florida. PROVIDED HOWEVER, to the extent that the creation, validity,
perfection, enforceability or priority of any lien or security interest, or the rights and remedies
with respect to any lien or security interest, in the Collateral are governed by the laws of a
jurisdiction other than the State of Florida, then the laws of such jurisdiction shall govern,
except as superseded by applicable United States Federal Law.
Fifth Amendment to Restated Loan Agreement
Farm Credit of Southwest Florida, ACA/ALlCO, INC.
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Farm Credit of Southwest Florida, ACA/ALlCO, INC.
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In Witness Whereof, the Parties place their signatures on the date first set fourth above.
BORROWER: | ||||
ALICO, INC. | ||||
By: | ||||
Print: Xxxx X. Xxxxxxxxx | ||||
Its: Chairman and Chief Executive Officer | ||||
LENDER: | ||||
FARM CREDIT OF SOUTHWEST | ||||
FLORIDA, ACA for itself and as | ||||
agent/nominee for other lending institutions | ||||
having an interest, direct or indirect, in the | ||||
Loan from time to time | ||||
By: | ||||
Print Name: Xxxxx X. Xxxx | ||||
Its: Chief Operations Officer/Executive Vice President |
Fifth Amendment to Restated Loan Agreement
Farm Credit of Southwest Florida, ACA/ALlCO, INC.
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Farm Credit of Southwest Florida, ACA/ALlCO, INC.
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