ex10-11zoned.htm - Generated by SEC Publisher for SEC Filing



Exhibit 10.11




Real Estate Tenn Loan: 10053500

Real Estate Line of Credit: 10053600

/jim

FIFTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS


This FIFTH Amendment to Credit Agreement and other Loan Documents (“Amendment”) is entered into and is dated and made effective as of April 28, 2014 between ALlCO, INC., a Florida corporation; ALICO-AGRI, LTD., a Florida
limited partnership; ALlCO PLANT WORLD, L.L.C., a Florida limited liability company; ALICO FRUIT COMPANY, LLC (f/k/a Bowen Brothers Fruit, LLC, a Florida limited liability company); ALICO LAND DEVELOPMENT, INC., a Florida corporation; and ALICO CITRUS
NURSERY, LLC, a Florida limited liability company (individually and collectively, the “Borrower”) and RABO AGRIFINANCE, INC., a Delaware corporation (the “Lender”). The Borrower and the Lender agree as follows:

 PRELIMINARY STATEMENT. The Borrower and the Lender have entered into the
Credit Agreement dated as of September 8, 2010, as amended by (i) the First Amendment to Credit Agreement dated as of August
1, 2011, (ii) the Second  Amendment to Credit Agreement dated as of December 21, 2011, (iii) the Third Amendment to Credit
Agreement dated as of June 11, 2012 and (iv) the Fourth Amendment to Credit Agreement dated as of April 1, 2013 (said
agreement as amended by any and all  modifications or amendments thereto is hereinafter referred to as the “Credit
Agreement”. The terms defined in the Credit Agreement are used herein as therein defined).


Borrower and Lender wish to amend certain provisions of the Credit Agreement.


NOW, THEREFORE, Borrower and Lender agree as follows:

1. Assumption. ALICO CITRUS NURSERY, LLC, a Florida limited liability
company (hereinafter, individually and collectively, referred to as “Assumptor”) joins in, assumes and agrees, jointly and severally
with all other existing Borrowers, to pay the Obligations evidenced by the Credit Agreement and Note and be bound by and to perform
all of the covenants of any other Loan Documents executed by Borrower in connection with the Credit Agreement and Note at the
time and in the same manner provided. Assumptor hereby authorizes Lender, without obtaining the signature of Assumptor, to file
financing statements or amendments to existing financing statements in order to perfect the lien, if any, granted by Assumptor
under the Collateral Documents. The Assumptor will hereinafter be referred to as a Borrower along with the existing Borrowers.

2. Representations and Warranties. Borrower represents and warrants that:


(a) All representations made by Borrower to Lender in the Credit Agreement are true and correct as if first made as of the date of this agreement;


(b) the execution, delivery and performance by Borrower of this agreement and the Credit Agreement, as amended by this agreement, are within Borrower’s powers, have been duly authorized by all necessary company action and do
not contravene Borrower’s articles of organization or operating agreement, as applicable, or any law or any contractual restriction binding on or affecting Borrower, or result in, or require, the creation of any lien, security interest or other charge or
encumbrance upon or with respect to any of the Borrower’s properties, other than in favor of Lender;

 (c) no authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by
Borrower of this agreement or  the Credit Agreement, as amended by this agreement;


(d) this agreement and the Credit Agreement, as amended by this agreement, constitute, legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms; and


(e) no Event of Default or event which, with the giving of notice or the passage of time would be an Event of Default has occurred, unless waived by the terms and conditions of this agreement.

3. Modification Agreement. This agreement does not release or
extinguish the Obligations under the Credit Agreement. All Collateral granted to or for the benefit of Lender for purposes of
securing the Obligations also secures the Obligations under the Credit Agreement, as amended by this agreement; and Borrower reaffirms
the terms and provisions of all Collateral Documents.

4. WAIVER OF PRIOR CLAIMS. BORROWER WAIVES AND RELEASES ANY AND
ALL CLAIMS AGAINST LENDER, ITS PARENT, SUBSIDIARIES, AFFILIATES AND ITS MERGED PREDECESSOR, AG SERVICES OF AMERICA, INC., THE
SUBSIDIARY OF SUCH PREDECESSOR, AG ACCEPTANCE CORPORATION, AND THE RESPECTIVE SUCCESSORS, ASSIGNS, PARTICIPANTS, AGENTS AND EMPLOYEES
OF EACH AND ALL OF THE FOREGOING, RELATING OR PERTAINING TO OR AS A RESULT OF THE EXISTING LOANS, AND ANY OTHER ACT OR  OMISSION WHICH HAS OCCURRED PRIOR TO THE EXECUTION OF THIS AGREEMENT, INCLUDING ALL CLAIMS
OF USURY, FRAUD, DECEIT, MISREPRESENTATION, UNCONSCIONABILITY, DURESS, OR LENDER LIABILITY, ANY OTHER CLAIM IN TORT OR IN CONTRACT,
OR FOR VIOLATION OF ANY LAW, RULE OR REGULATION.

5. Reference to and Effect on the Credit Agreement.

 (a) On and after the date hereof, each reference in the Credit Agreement
to “this agreement”, “hereunder” “hereof”, “herein” or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby.


(b) Except as specifically amended by any prior amendments, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed.


(c) The execution, delivery and effectiveness of this amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under the Credit Agreement, nor constitute a waiver
of any provision of the Credit Agreement.

6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.  

7. Expenses. The Borrower shall pay on demand all costs and expenses
incurred by the Lender in connection with the preparation, execution, delivery, filing, and administration of this Amendment (including,
without limitation, Legal Fees incurred in connection with the preparation of this Amendment and advising the Lender as to its
rights, and the cost of any credit verification reports or field examinations of the Borrower’s properties or books and records).
The Borrower’s obligations to the Lender under this Section shall survive termination of this Agreement and repayment of the Borrower’s
obligations to the Lender under the Credit Agreement.





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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
date first above written.

BORROWER


 

	ALICO, INC.,
    a Florida corporation



 


	By: 	/s/ Clayton G. Wilson
	 	CLAYTON G. WILSON, President & Chief Executive Officer



 


ALICO-AGRI, LTD., a Florida limited partnership


By: Alico, Inc., a Florida corporation, its General Partner


 


	By: 	/s/ Clayton G. Wilson
	 	CLAYTON G. WILSON, President & Chief Executive Officer



 


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


By: Alico, Inc., a Florida corporation, its Manager


 


	By: 	/s/ Clayton G. Wilson
	 	CLAYTON G. WILSON, President & Chief Executive Officer



 





ALICO FRUIT COMPANY, LLC, a Florida limited liability company


By: Alico, Inc., a Florida corporation, its sole Member


 


	By: 	/s/ Clayton G. Wilson
	 	CLAYTON G. WILSON, President & Chief Executive Officer

 





ALICO LAND DEVELOPMENT, INC., a Florida corporation




 


	By: 	/s/ Clayton G. Wilson
	 	CLAYTON G. WILSON, President



 


ALICO CITRUS NURSERY, LLC, a Florida limited liability company


By: Alico, Inc., a Florida corporation, its sole Member


 


	By: 	/s/ Clayton G. Wilson
	 	CLAYTON G. WILSON, President & Chief Executive Officer



 



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LENDER


RABO AGRIFINANCE, INC., a Delaware corporation


	By: 	/s/ Sue Harrison
	 	SUE HARRISON
	 	Assistant Vice President






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