FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT
Exhibit
99.12
FIRST
AMENDMENT TO STOCK PLEDGE AGREEMENT
This
First Amendment to Stock Pledge Agreement (the “First Amendment”) is made this
20th day of November, 2008, by Alico Holding, LLC (“Pledgor”) and Farm Credit of
Southwest Florida, ACA, an agricultural credit association, for itself and as
agent/nominee for other lending institutions (the “Pledgee”) (the Pledgor and
the Pledgee Party, the “Parties”).
Factual
Background Statement
1. The
Pledgor has previously granted to Pledgee that certain Stock Pledge Agreement
dated as of September 24, 2008 (the “Pledge Agreement”).
2. The
Pledge Agreement secures certain indebtedness of Pledgor, Atlantic Blue Group,
Inc., Alico Holding, LLC, Blue Head Ranch, LLC, Blue Head Farms, LLC, Blue Head
Cattle, LLC, Tri-County Grove, LLC, Atlanticblue Warehousing, LLC, Blue Box
Storage, LLC, Phoenix Industries, LLC, and Footman Trail, LLC (jointly and
severally, the “Borrowers”), all as more particularly described in the Pledge
Agreement.
3. The
Loan Agreement provides that in the event the Borrowers have, or desire to, draw
under the Note in the amount excess of 65% of the Fair Market Value of the Stock
Pledge pursuant to the Pledge Agreement, the Borrowers will either pay down the
amount outstanding under the Note, or pledge additional Alico, Inc. stock as
collateral under the Pledge Agreement.
4. The
Borrowers have requested or intend to request additional amounts under the Note
that would cause the outstanding balance of the Note to exceed 65% of the Fair
Market Value of the Alico Stock.
5. Pledgee
has requested, and Pledgor has agreed, that in order to maintain compliance with
the maximum RLOC and pursuant to the terms of Section 2.1 (a) (ii)
of the Loan Agreement, that Pledgor shall pledge an additional 200,090 shares of
common stock of Alico, Inc. as collateral for the obligations secured by the
Pledge Agreement.
NOW
THEREFORE, in consideration of the mutual promises contained herein, and of
other good and valuable consideration, the receipt and adequacy of which the
Parties hereby acknowledge, the Parties hereto agree as follows:
1. The
Pledge Agreement is hereby modified and amended to delete the current Exhibit A and replace
it with the Exhibit
A attached hereto to add an additional 200,090 shares of Alico, Inc.
common stock as collateral for the Note.
2. Except
as otherwise modified hereby, the terms of the Pledge Agreement shall remain in
full force and effect.
3. This
First Amendment shall be governed by and construed in accordance with the laws
of the State of Florida.
4. All
capitalized terms herein not defined herein, shall have the meaning given to
them in the Pledge Agreement.
1
In
witness whereof, the Parties have executed this First Amendment under seal to be
effective as of the date first written hereinabove.
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PLEDGOR:
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Alico
Holdings, LLC, a Nevada limited
liability
company
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/s/ XX
Xxxxxxxxx
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By:
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XX
Xxxxxxxxx, Manager
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/s/ Xxx
X. Xxxxx, Xx.
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By:
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Xxx
X. Xxxxx, Xx., Manager
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PLEDGEE:
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/s/
Xxxx X. Carton
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By:
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Xxxx
X. Carton
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Its:
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Vice
President
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2
Exhibit
A
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Number
of
Shares
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Stock
Name
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CUSIP
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Stock
No.
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Owner(s)
Name
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100,000
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Alico,
Inc.
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016230
10 4
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AB00024836
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Alico
Holding, LLC
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100,000
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Alico,
Inc.
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016230
10 4
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AB00024837
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Alico
Holding, LLC
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100,000
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Alico,
Inc.
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016230
10 4
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AB00024838
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Alico
Holding, LLC
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100,000
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Alico,
Inc.
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016230
10 4
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AB00024839
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Alico
Holding, LLC
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100,000
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Alico,
Inc.
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016230
10 4
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AB00024840
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Alico
Holding, LLC
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100,000
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Alico,
Inc.
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016230
10 4
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AB00024841
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Alico
Holding, LLC
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100,000
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Alico,
Inc.
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016230
10 4
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AB
24429
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Alico
Holding, LLC
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100,000
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Alico,
Inc.
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016230
10 4
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AB
24430
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Alico
Holding, LLC
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Additional
Shares added
11/08
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15,874
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Alico,
Inc.
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016230
10 4
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AB00024842
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Alico
Holding, LLC
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23,304
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Alico,
Inc.
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016230
10 4
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AB00024845
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Alico
Holding, LLC
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26,043
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Alico,
Inc.
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016230
10 4
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AB00024847
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Alico
Holding, LLC
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37,628
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Alico,
Inc.
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016230
10 4
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AB00024849
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Alico
Holding, LLC
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97,241
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Alico,
Inc.
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016230
10 4
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AB24307
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Alico
Holding, LLC
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3
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