exhibit1005.htm


    
      
         


      

      
         


      

      
         


      

    


    LOAN
CLOSING STATEMENT AND DISBURSEMENT SHEET

    (SHOWING
THE ACTUAL PREPAYMENT PREMIUM AND

    REVISED
PAYOFF AMOUNTS WITH CORRESPONDING CHANGES

    TO
AFFECTED FIGURES AND NOTES)

    


    DEAN,
MEAD, EGERTON, BLOODWORTH, CAPOUANO & BOZARTH, P.A.

    800 North
Magnolia Avenue, Suite 1500

    Orlando,
Florida 32803

    


    BORROWERS:
ALICO, INC., a Florida corporation; ALICO-AGRI, LTD., a Florida limited
partnership; ALICO PLANT WORLD, L.L.C., a Florida limited liability company;
BOWEN BROTHERS FRUIT, LLC, a Florida limited liability company; and ALICO LAND
DEVELOPMENT, INC., a Florida corporation

    LENDER:                         RABO
AGRIFINANCE, INC.

    DATE:                                    September
8, 2010

    PROPERTY:                          See
Exhibit A, attached hereto and made a part hereof

    


    PRINCIPAL
AMOUNT OF REAL ESTATE TERM
LOAN:                                                                                                                  
40,000,000.00

    PRINCIPAL
AMOUNT OF REAL ESTATE LINE OF CREDIT
LOAN:                                                                                               
60,000,000.00

                                                        
____________

    MAXIMUM
TOTAL LOAN
COMMITMENT:                                                                                                                                     
100,000,000.00

                                                                                                                                                                                                                    
    ____________

                                                                                                
                                                                                                                        ____________

    


    BORROWERS'
EXPENSES:

    1.           Documentary
Stamps on Real Estate Term Loan
Note                                                                                                                   
140,000.00

    2.           Documentary
Stamps on Real Estate Line of Credit
Note                                                                                                               210,000.00

    3.           Intangible
Tax on Florida Mortgage, Security Agreement and Financing

                Statement                                                                                                                                                                                                
 200,000.00

    4.           Recording
Fee on Florida Mortgage, Security Agreement and Financing

                Statement  (Hendry
County) (53
pages)                                                                                                                                                  
  452.00

    5.           Recording
Fee on Florida Mortgage, Security Agreement and Financing

                Statement  (Collier
County) (53
pages)                                                                                                                                                     
 452.00

    6.           Recording
Fee on Florida Mortgage, Security Agreement and Financing

                Statement  (Polk
County) (53
pages)                                                                                                                                                    
      452.00

    7.           Recording
Fee on Uniform Commercial Code Financing Statement

                Form
UCC-1 (Hendry County) (34
pages)                                                                                                                                       
          290.50

    8.           Recording
Fee on Uniform Commercial Code Financing Statement

                Form
UCC-1 (Collier County) (34
pages)                                                                                                                                              
     290.50

    9.           Recording
Fee on Uniform Commercial Code Financing Statement

                Form
UCC-1 (Polk County) (34
pages)                                                                                                                                                      
290.50

    10.           Filing
Fee on Uniform Commercial Code Financing Statement

                Form
UCC-1 (State) (33
pages)                                                                                                                                                                   
137.00

    


    BORROWERS'
EXPENSES - CONTINUED:

    11.           Reimbursement
of Appraisal Fee to
Lender                                                                                                                                 
   69,500.00

    12.           Title
Search
Fee                                                                                                                                                                             
        3,600.00

    13.           Title
Premiums                                                                                                                                                                                    227,457.50

               (a)
Loan
Policy:                                                                                                                
    206,325.00

               (b)
Variable Rate
Endorsement:                                                                                                 100.00

               (c)
Revolving Credit
Endorsement:                                                                                           100.00

               (d)
Additional Interest
Endorsement:                                                                                       100.00

               (e)
Environmental Protection Lien
Endorsement:                                                                    100.00

               (f)
Waiver of Arbitration
Endorsement                                                                                     100.00

               (g)
Florida Form 9
Endorsement:                                                                                           20,632.50

    


    14.           Paydown
Term Loan held by Farm Credit of SWFL Florida,
ACA                                                                                       
45,628,882.53

               (a)  Principal
Reduction:                                                                                              
     41,995,856.91

               (b)  Interest
through
9/8/10:                                                                                                   539,053.93

               (c)  Prepayment
Penalty as of
9/8/10                                                                                 3,093,971.69

    


    15.           Payoff
Line of Credit Loan held by Farm Credit of SWFL

                Florida,
ACA                                                                                                                     
26,216,638.20

                (a)  Principal
Balance:                                                                                                     
  26,102,435.00

               
(b)  Interest
through
9/8/10:                                                                                       
          114,203.20

      


    16.           Record
Partial Release of Mortgage (4
pages)                                                                                                                              
        35.50

    17.           Filing
Fees for UCC-3 (2
pages)                                                                                                                                                          
    15.00

    18.           Lender's
Attorneys' Fees - Shutts & Bowen,
LLP                                                                                                                  
       42,500.00

    19.           Reimbursement
for UCC Search Fees to Shutts & Bowen,
LLP                                                                                                       
292.50

    20.           Miscellaneous
Costs to Shutts & Bowen,
LLP                                                                                                                                 
  300.00

    21.           Borrowers'
Attorneys' Fees and Costs - Dean
Mead                                                                                                                         POC

    22.           Contingency
for Additional Recording Fees and Other
Fees                                                                                                           
500.00

                                                           
 ___________

    TOTAL
EXPENSES                                                                                                                                                                                      
 72,742,085.73

                                                                                                                                                                                                                           
___________

                                                                                                                                                                                                                          
 ___________

    


    


    


    


    


    


    


    


    RECEIPTS

    1.           From
Lender at Closing - Loan Proceeds from Term
Loan                                                                                                           
40,000,000.00

    2.           From
Lender at Closing - Loan Proceeds from Line of Credit Loan

    ($27,000,000.00
remains undisbursed)                                                                    
  33,000,000.00

                                                                                                                              
___________

    TOTAL
RECEIPTS                                                                                                                                                                                         
  73,000,000.00

                                                            
  ___________

                                                                                                                                                                                                                               
___________

    


    DISBURSEMENTS

    1.           CLERK
OF CIRCUIT COURT HENDRY COUNTY

                 (Recording,  Documentary
Stamps, and Intangible
Tax)                                                                                                                    550,742.50

    2.           CLERK
OF CIRCUIT COURT COLLIER COUNTY

                (Recording
Fees)                                                                                                                                                                                        
     742.50

    3.           CLERK
OF CIRCUIT COURT POLK COUNTY

                (Recording
Fees)                                                                                                                                                                                           
 742.50

    4.           FLORIDAUCC,
INC.

                (UCC-1
Filing Fee -
State)                                                                                                                                                                              137.00

    5.           RABO
AGRIFINANCE, INC.

                (Reimbursement
of Appraisal
Fee)                                                                                                                                                   
      69,500.00

    6.           FIRST
AMERICAN TITLE INSURANCE COMPANY

                (Title
Search
Fee)                                                                                                                                                                                     
   3,600.00

    7.         FIRST
AMERICAN TITLE INSURANCE COMPANY

          and
DEAN, MEAD, EGERTON, BLOODWORTH, CAPOUANO

          &
BOZARTH, P.A.

               (Title
Premiums for Loan Policy and
Endorsements)                                                                                                                          227,457.50

    8.           FARM
CREDIT OF SW FLORIDA

                (Paydown
on Term
Loan)                                                                                                                                                           
      45,628,882.53

    9.           FARM
CREDIT OF SW FLORIDA

                (Payoff
Line of Credit
Loan)                                                                                                                                                      
      26,216,638.20

    10.           CLERK
OF COURT HENDRY COUNTY

                (Recording
Fee for Partial Release of
Mortgage)                                                                                                                               
        35.50

    11.           FLORIDAUCC,
INC.

                (UCC-3
Filing
Fees)                                                                                                                                                                                        
15.00

    12.           SHUTTS
& BOWEN, LLP

                (Lender's
Attorneys' Fees and
Costs)                                                                                                                                            
      42,500.00

    13.           SHUTTS
& BOWEN, LLP

                 (Reimbursement
for UCC Search
Fees)                                                                                                                                               
      292.50

    14.           SHUTTS
& BOWEN, LLP

                (Miscellaneous
Costs)                                                                                                                                                                                  300.00

    15.       DEAN,
MEAD, EGERTON, BLOODWORTH, CAPOUANO

           &
BOZARTH, P.A.

                (Contingency
for Additional Recording Fees and Other
Fees)                                                                                                             500.00

    


    16.           BORROWERS

                 (Net
Loan
Proceeds)                                                                                                                                                                              257,914.27

                                                        
____________

    TOTAL
DISBURSEMENTS:                                                                                                                                                                     
  73,000,000.00

                                                        
____________

                                                                                                                                                                                                                    
    ____________

    


    MISCELLANEOUS

    1.           This
Loan Closing Statement and Disbursement Sheet has been examined and approved by
Borrowers and Lender as of the day first above written.

    2.           Dean,
Mead, Egerton, Bloodworth, Capouano & Bozarth, P.A. (the Closing Agent)
assumes no responsibility for the accuracy of the information furnished to it
and upon which the figures shown in this Loan Closing Statement and Disbursement
Sheet were based.

    3.           Borrowers
have directed the Closing Agent to disburse the funds described in item nos. 8
and 9 of the Disbursements section of this Loan Closing Statement and
Disbursement Sheet totaling $71,845,520.73 directly to Farm Credit of SWFL, ACA
(Farm Credit) by wire transfer in accordance with the wire transfer instructions
attached hereto as Exhibit B.

    4.           Borrowers
have authorized and directed the Closing Agent to disburse the required portion
(or all) of the funds described in paragraph 16 of the Disbursements section of
this Loan Closing Statement and Disbursement Sheet totaling $257,914.27 to pay
the additional amount due for the prepayment penalty on the Farm Credit term
loan and to wire said funds directly to Farm Credit by wire transfer in
accordance with the wire transfer instructions attached hereto as Exhibit
B.  Any remaining net loan proceeds not utilized for the purpose
referred to in the preceding sentence shall be disbursed to the Borrowers by
wire transfer in accordance with the wire transfer instructions attached hereto
as Exhibit C.  If and to the extent the net loan proceeds referred to
in paragraph 16 of the Disbursements section of this Loan Closing Statement and
Disbursement Sheet are insufficient to pay any additional portion of the
prepayment penalty, Borrowers shall timely pay such additional amount directly
to Farm Credit.

    5.           This
document may be executed in counterparts, each of which will be deemed an
original, and all of such counterparts together shall constitute one and the
same instrument.  For purposes of this document, signatures delivered
by facsimile or e-mail transmission shall be as binding as originals upon the
parties so signing.

     

    BORROWERS                                                                                                LENDER

    


    ALICO,
INC., a Florida corporation

    


    By:_/S/ JD
Alexander

     Its:
Chief Executive
Officer                                                                       
RABO
AGRIFINANCE, INC.

                                                                                                                           
By:
/S/ Brian J.
Newcomer

                                                                                                                           
Its: Executive Vice President

    


    ALICO-AGRI,
LTD., a Florida limited partnership

    


    By:  ALICO,
INC., a Florida corporation, its

           General
Partner

    


           By:_/S/ JD
Alexander

            Its:
Chief Executive Officer

    


    


    


    ALICO
PLANT WORLD, L.L.C., a Florida limited liability company

    


    By:  ALICO,
INC., a Florida corporation, its

           Manager

    


           By:  /S/ JD
Alexander

            Its:  Chief
Executive Officer

    


    BOWEN
BROTHERS FRUIT, LLC, a Florida limited liability company

    


    By:  ALICO,
INC., a Florida corporation, its

           Managing
Member

    


           By:
/S/ JD
Alexander

            Its:
Chief Executive Officer

    


    ALICO
LAND DEVELOPMENT, INC., a Florida corporation

    


    By:  /S/ JD
Alexander

     Its:   Chief
Executive Officer