SECOND AMENDMENT TO STOCK PLEDGE AGREEMENT
Exhibit
99.14
SECOND
AMENDMENT TO STOCK PLEDGE AGREEMENT
This
Second Amendment to Stock Pledge Agreement (the “Second Amendment”) is made this
4th day of February, 2009, 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
D. The
Pledgor has previously granted to Pledgee that certain Stock Pledge Agreement
dated as of September 24, 2008 as amended by that certain First Amendment to
Stock Pledge Agreement dated November 20, 2008 (collectively, the “Pledge
Agreement”).
E. The
Pledge Agreement secures all 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.
F. Pledgee
is making a new non-revolving line of credit loan to Borrowers in the amount of
$2,500,000.00 (“NRLOC”) which the Pledgee has requested be secured by the Pledge
Agreement.
G. The
Loan Agreement provides that, in certain instances, in the event the Borrowers
have drawn, or desire to draw, under the RLOC Note or NRLOC Note (“Notes”) an
amount in excess of 65% of the Fair Market Value of the Stock Pledge in the
aggregate, the Borrowers will either pay down the amount outstanding under the
Notes, or pledge additional Alico, Inc. stock as collateral under the Pledge
Agreement.
H. The
Borrowers have requested or may request additional amounts under the Notes that
would cause the outstanding balance of the Notes to exceed 65% of the Fair
Market Value of the Alico Stock.
I. Pledgee
has requested, and Pledgor has agreed, that in order to maintain compliance with
the terms of Section
2.1 (c) of the Loan Agreement and in connection with the making of the
NRLOC, that Pledgor shall pledge an additional 500,000 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:
A. 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 500,000 shares of Alico, Inc.
common stock as collateral for the Note.
B. The
Pledge Agreement is hereby modified to include the obligations of Borrowers
under the NRLOC in the definition of “Obligations” under the Pledge
Agreement.
C. Except
as otherwise modified hereby, the terms of the Pledge Agreement shall remain in
full force and effect.
D. This
Second Amendment shall be governed by and construed in accordance with the laws
of the State of Florida.
E. All
capitalized terms herein not defined herein, shall have the meaning given to
them in the Pledge Agreement.
In
witness whereof, the Parties have executed this Second Amendment under seal to
be effective as of the date first written hereinabove.
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PLEDGOR:
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Alico
Holding, LLC a Nevada limited liability company
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By:
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/s/
XX Xxxxxxxxx
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XX
Xxxxxxxxx, Manager
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By:
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/s/
Xxx X. Xxxxx, Xx.
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Xxx
X. Xxxxx, Xx., Manager
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PLEDGEE:
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Farm
Credit of Southwest Florida, ACA
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By:
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/s/
Xxxx X. Xxxxxxx
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Xxxx
X. Xxxxxxx
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Its:
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Vice
President
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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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Additional
Shares
Added
1/09
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500,000
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Alico,
Inc.
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016230
10 4
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AB24427
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Alico
Holding, LLC
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