Filed by Bowne Pure Compliance



 




Exhibit 10.3


SOUTHERN GARDENS CITRUS PROCESSING CORPORATION




FRUIT PURCHASE AGREEMENT




	 	 	 	 	 	 	 
	CONTRACT NO.

	 	517901
	 	DATE:
	 	August 15, 2005
	SELLER:

	 	Alico, Inc.
	 	PHONE:
	 	863-675-2966
	ADDRESS:

	 	640 South Main St.
	 	FAX:
	 	863-675-5799
	 

	 	LaBelle, FL 33935
	 	CONTACT:
	 	John R. Alexander






This Agreement is executed by and between Southern Gardens Citrus Processing Corporation, a Florida
corporation (hereinafter, the “Buyer”), and Seller. Seller agrees to sell and deliver to Buyer
within the time and subject to the terms and conditions set forth in this Agreement, and Buyer
agrees to buy, subject to the terms and conditions set forth in this Agreement, the citrus fruit
described below (the “Fruit”) from the grove or groves owned by Alico, Inc. (hereinafter, the
“Seller”) located at Various Locations.



	 	 	 	 	 	 	 
	 	 	NUMBER OF	 	RATIO	 	BRIX
	VARIETY	 	WEIGHT BOXES	 	MIN.-MAX.	 	MIN.
	 
	 	 	 	 	 	 
	Early Midseason
	 	945,803 Production of Stated Groves/Blocks	 	11.0–22.0	 	9.5
	 
	 	 	 	 	 	 
	Valencia
	 	1,096,119 Production of Stated Groves/Blocks	 	11.0–22.0	 	9.5







			
	Special Clauses:	 	See letter agreement; If there is any conflict between the Fruit Purchase
Agreements terms and conditions and the Letter agreement attached Hereto; the letter
agreement shall govern.







	1.     Seller’s Representations. Seller represents and warrants as follows: (a) Seller has the
lawful right to enter into and perform this Agreement; (b)
the individuals executing this Agreement on behalf of Seller have the authority to do so; and
(c) Seller has good and marketable title to the Fruit, and the Fruit will be free and clear
from any and all liens and restrictions upon delivery to Buyer.

	 
	2.     Term. This Agreement shall commence on the date hereof and shall be in full force and
effect from the beginning of the 2006/2007 Growing
Season until the end of the 2007/2008 Growing Season (the term “Growing Season” is defined in
Paragraph E of the Standard Terms and
Conditions).

	 
	3.     Risk of Loss. Seller shall retain the title to all Fruit under this Agreement and
shall bear all risk of loss for damage and/or destruction of the Fruit
until the Fruit is inspected and accepted by Buyer.






4.     Advance of Floor Price. For Fruit processed during any seven-day period commencing
Saturday, 12:01 a.m., Eastern Standard
Time, and ending on midnight, Eastern Standard Time on the following Friday (“7-Day Period”), Buyer
agrees to advance to Seller a floor
price equal to $0.90 per pound solid for the early/mid season varieties and $1.00 per pound solid
for the late season variety, and such
advances shall be paid on or before the next following Friday. All costs of unloading, fees, taxes
and assessments will be deducted from any
floor price advance by Buyer. No interest will be charged upon any floor price advance. If
applicable, Buyer will deduct all floor price
advances made to Seller from the Payment due under this Agreement, as provided in Paragraph 6. If,
for any reason, Seller has not delivered
or otherwise made available sufficient Fruit under this Agreement to permit payment in full of all
advances made to Seller, as well as the pick
and haul costs, if applicable, Seller shall upon demand pay Buyer the amount of the deficiency.
This Agreement constitutes a lien against all
fruit crops from the grove or groves described in this Agreement until Buyer has recovered all
outstanding advances.



5.     Final Price “Rise” Calculation. For Early/Midseason Fruit: The price will be in dollars
per pound solid and will be the greater of:
a) the floor price for Early/Midseason “Variety as prescribed in
Paragraph 4 above; or b) The
average of the top two payments from the
following three: (SGCP Pool, FCM spot and Contract season Avg, FCPA Spot and Contract season Avg).
The “Rise” will be paid less the
first $0.025 cents per pound solid for Early/Midseason Variety. For Valencia Season Fruit: The
price will be in dollars per pound solid and
will be the greater of: a) the floor price for Valencia Variety as prescribed in Paragraph 4 above;
or b) the Season spot and contract average
price per pound solid published in the Florida Citrus Processors statistical report (Orange
Utilization, Prices and Yield) for the Valencia
Variety. The “Rise” will be paid less the first $0.025 cents per pound solid for Valencia Variety.



6.     Payment. The Floor payment due from Buyer to Seller under this Agreement shall be
calculated by multiplying the Floor price by
the amount of Pounds Solid of Fruit processed from Seller during any 7-Day Period. Buyer will make
a weekly payment to Seller in the
amount of the Floor Price advances made by Buyer to Seller under Paragraph 4 and all costs of
unloading, fees, taxes and assessments of this
Agreement. Buyer shall remit the Floor Payment within seven (7) days of the end of each 7-Day
Period. Buyer shall remit the “Rise” Price
Payment (as stated above in Paragraph 5) for Early/Midseason variety on or before April 1 following
the end of the Calculation Period
(October 31st). Buyer shall remit the “Rise” Price Payment (as stated above in Paragraph
5) for Valencia variety on or before August 1st.



THIS AGREEMENT IS SUBJECT TO THE STANDARD TERMS AND CONDITIONS STATED ON THE REVERSE SIDE.




	 	 	 	 	 	 	 	 	 	 	 
	Alico, Inc.

(Seller)	 	 	 	SOUTHERN GARDENS CITRUS PROCESSING CORPORATION

(Buyer)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Steven Smith
 

Sr. Vice President
	 	 
	 	By:
	 	/s/ Ronald E. Oakley
 

Director of Fruit Procurement
	 	 








	 	 	 	 	 
	Season: 2006/07 THRU 2007/08	 	Mutual: NO	 	Production: YES