abg_sc13da.htm

0001341004-08-002324.txt : 20081001 0001341004-08-002324.hdr.sgml : 20081001 20081001161606 ACCESSION NUMBER: 0001341004-08-002324 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081001 DATE AS OF CHANGE: 20081001 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALICO INC CENTRAL INDEX KEY: 0000003545 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 590906081 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10791 FILM NUMBER: 081100191 BUSINESS ADDRESS: STREET 1: PO BOX 338 STREET 2: 640 SOUTH MAIN STREET CITY: LA BELLE STATE: FL ZIP: 33935 BUSINESS PHONE: 8136752966 MAIL ADDRESS: STREET 1: 640 SOUTH MAIN STREET STREET 2: P O BOX 338 CITY: LA BELLE STATE: FL ZIP: 33935 FORMER COMPANY: FORMER CONFORMED NAME: ALICO LAND DEVELOPMENT CO DATE OF NAME CHANGE: 19740219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Atlantic Blue Group, Inc. CENTRAL INDEX KEY: 0001282360 IRS NUMBER: 571149984 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 122 EAST TILLMAN AVENUE CITY: LAKE WALES STATE: FL ZIP: 33853 BUSINESS PHONE: 8636799595 MAIL ADDRESS: STREET 1: 122 EAST TILLMAN AVENUE CITY: LAKE WALES STATE: FL ZIP: 33853 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC BLUE TRUST INC DATE OF NAME CHANGE: 20040302 SC 13D/A 1 abg_sc13da.htm SC 13D/A abg_sc13da.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 10)1

ALICO, INC.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

016230 10-4

(CUSIP Number)

JD Alexander

Atlantic Blue Group, Inc.

122 East Tillman Avenue

Lake Wales, Florida 33853

Telephone: (863) 679-9595

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

Copy to:

Charles W. Mulaney, Jr., Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive

Chicago, Illinois 60606

Telephone: (312) 407-0700

September 24, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. □

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are sent.

(Continued on following pages)

(Page 1 of 8 Pages)

1The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 016230 10-4

13D

Page 2 of 8 Pages

1	NAME OF REPORTING PERSON ATLANTIC BLUE GROUP, INC.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY
4	SOURCE OF FUNDS OO, BK, WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ¨ REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION FL

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 3,725,457 (See Item 5)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 3,725,457 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,725,457 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.5% (See Item 5)
14	TYPE OF REPORTING PERSON CO

CUSIP No. 016230 10-4

13D

Page 3 of 8 Pages

1	NAME OF REPORTING PERSON ALICO HOLDING, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY
4	SOURCE OF FUNDS OO, BK, WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ¨ REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION NV

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 3,725,457 (See Item 5)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 3,725,457 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,725,457 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.5% (See Item 5)
14	TYPE OF REPORTING PERSON OO

CUSIP No. 016230 10-4

13D

Page 4 of 8 Pages

This Amendment No. 10 (this “Amendment No. 10”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on March 2, 2004 (the “Schedule 13D”), by Atlantic Blue Group, Inc., f/k/a Atlantic Blue Trust, Inc., a Florida corporation (“ABG”), and Alico Holding, LLC, a Nevada limited liability company (“Holding”), as such original filing was amended and supplemented by Amendment No. 1, filed on August 26, 2004, Amendment No. 2, filed on October 15, 2004, Amendment No. 3, filed on December 22, 2004, Amendment No. 4, filed on February 3, 2005, Amendment No. 5, filed on March 22, 2005, Amendment No. 6 filed on May 4, 2006, Amendment No. 7 filed on May 18, 2006, Amendment No. 8 filed on October 5, 2006 and Amendment No. 9, filed on July 31, 2008 (as amended, the “Schedule 13D”). Except as indicated in this Amendment No. 10, all other information set forth in the Schedule 13D remains unchanged and capitalized terms used herein which are not defined herein have the meanings set forth in the Schedule 13D.

Item 2. Identity and Background.

The second paragraph of Item 2 is amended and restated in its entirety as follows:

(a) – (c), (f) The name and place of organization of each Reporting Person is herein incorporated by reference to the responses to Items 1 and 6 on the cover page provided for each respective Reporting Person. The name, address and principal occupation, as applicable, of each director or executive officer of each Reporting Person (each, a “Disclosed Party” and collectively, the “Disclosed Parties”) is set forth on Schedules 2-A and 2-B hereto. To the knowledge of the Reporting Persons, each of the Disclosed Parties is a citizen of the United States of America.

Item 5. Interest in Securities of the Issuer.

Subsection (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) According to the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2008, as filed with the Securities and Exchange Commission on August 11, 2008, there were 7,374,235 shares of Common Stock issued and outstanding as of August 5, 2008. As of September 30, 2008, the Reporting Persons beneficially own, directly or indirectly, an aggregate of 3,725,457 shares of Common Stock (representing approximately 50.5% of the outstanding shares of Common Stock), all of which are directly owned by Holding.

The information with respect to the beneficial ownership of Common Stock by the Disclosed Parties set forth in subsection (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Except as described below, to the knowledge of the Reporting Persons, no Disclosed Party beneficially owns any shares of Common Stock. Based on information provided by the applicable Disclosed Party:

John Doxsie, a director of ABG, beneficially owns 3,000 shares of Common Stock (representing less than 0.1% of the outstanding shares of Common Stock);

Baxter Troutman, a director of ABG, beneficially owns 600 shares of Common Stock (representing less than 0.1% of the outstanding shares of Common Stock);

Robert Viguet, a director of ABG, beneficially owns 2,707 shares of Common Stock (representing less than 0.1% of the outstanding shares of Common Stock); and

Laura Grace Alexander, a director of ABG, beneficially owns 100 shares of Common Stock (representing less than 0.1% of the outstanding shares of Common Stock).

Page 5 of 8 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

On September 24, 2008, ABG, Holding and certain other subsidiaries of ABG, entered into a Loan Agreement with Farm Credit of Southwest Florida, ACA (the “Loan Agreement”). In connection with the Loan Agreement, 800,000 shares of Common Stock were pledged pursuant to a Stock Pledge Agreement between Holding and Farm Credit of Southwest Florida, ACA that contains customary terms and conditions. The Loan Agreement provides for a revolving line of credit equal to the lesser of $20,000,000 or 65% of the market value of the pledged Common Stock. Borrowings under the Loan Agreement are available for operating expenses and general corporate purposes. Subject to extension, the maturity date for borrowings under the Loan Agreement is August 31, 2011.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following items at the end of Item 7:

99.10

Loan Agreement, dated September 24, 2008, by and among Farm Credit of Southwest Florida, ACA and Atlantic Blue Group, Inc., Alico Holding, LLC, Blue Head Ranch, LLC, Blue Head Farms, LLC, Blue Head Cattle, LLC, Tri-County Grove, LLC, Phoenix Industries, LLC, Atlanticblue Warehousing, LLC, Blue Box Storage, LLC and Footman Trail, LLC

99.11

Stock Pledge Agreement, dated September 24, 2008, by and between Alico Holding, LLC and Farm Credit of Southwest Florida, ACA

Page 6 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 1, 2008

ATLANTIC BLUE GROUP, INC.

	By:	/s/ JD Alexander
		Name: JD Alexander
		Title: President and Chief Executive Officer

ALICO HOLDING, LLC

	By:	/s/ JD Alexander
		Name: JD Alexander
		Title: Manager

Page 7 of 8 Pages

SCHEDULE 2-A

ATLANTIC BLUE GROUP, INC.

Directors and Executive Officers

The name, present principal occupation, and business address of each director and executive officer of Atlantic Blue Group, Inc. are set forth below.

Name	Principal Occupation	Business Address
JD Alexander	President, Atlantic Blue Group, Inc.	122 East Tillman Avenue Lake Wales, Florida 33853
Luke Clark	London Projects, Manager of an Educational Non-Profit Org.	116 St. Lawrence Avenue, Worthing, West Sussex, BN 147JL England
Laura Grace Alexander	Educator	122 East Tillman Avenue Lake Wales, Florida 33853
John Doxsie	President, United Sugars Corporation	7401 Metro Blvd, Suite 350 Edina, MN 55439
Nancy Linnan	Managing Shareholder, Carlton Fields, P.A.	215 S. Monroe Street, Suite 500 Tallahassee, FL 32301-1866
Byron G. Matteson	Manager, Labor Solutions, Inc.	212 SE 1st Street, Winter Haven, FL 33884
James Seneff	Chairman of the Board and CEO, CNL Financial Group, Inc.	450 S. Orange Avenue Orlando, FL 32801
Baxter Troutman	Chief Executive Officer, Labor Solutions, Inc.	212 SE 1st Street, Winter Haven, FL 33884
Robert Viguet	Partner, Thompson Knight LLP	333 Clay Street, Suite 3300 Houston, TX 77002
Yvonne Bunce	Corporate Secretary, Atlantic Blue Group, Inc.	122 East Tillman Avenue Lake Wales, Florida 33853
Ben R. Adams, Jr.	Chief Financial Officer, Atlantic Blue Group, Inc.	122 East Tillman Avenue Lake Wales, Florida 33853
Kevin O’Leary	Assist. Treasurer, Atlantic Blue Group, Inc.	122 East Tillman Avenue Lake Wales, Florida 33853
Lisa Jensen	Chief Operating Officer, Atlantic Blue Group, Inc.	122 East Tillman Avenue Lake Wales, Florida 33853

Page 8 of 8 Pages

SCHEDULE 2-B

ALICO HOLDING, LLC

Managers

The name, present principal occupation, and business address of each manager of Alico Holding, LLC are set forth below.

Name	Principal Occupation	Business Address
Kristine Eppes	Office Manager	2215-B Renaissance Drive Suite 5 Las Vegas, Nevada 89119
JD Alexander	President, Atlantic Blue Group, Inc.	122 East Tillman Avenue Lake Wales, Florida 33853
Yvonne Bunce	Corporate Secretary, Atlantic Blue Group, Inc.	122 East Tillman Avenue Lake Wales, Florida 33853
Ben R. Adams, Jr.	Chief Financial Officer, Atlantic Blue Group, Inc.	122 East Tillman Avenue Lake Wales, Florida 33853

EX-99.10 2 abg_ex10-2.htm EXHIBIT 99.10 abg_ex10-2.htm

Exhibit 99.10

LOAN AGREEMENT

THIS LOAN AGREEMENT (the “Loan Agreement”) is made and entered into to be effective on September 24, 2008, by and between Farm Credit of Southwest Florida, ACA, an agricultural credit association for itself and as agent/nominee for other lending institutions having an interest, direct or indirect, in the Loan (as defined hereinbelow) from time to time, whose address is 330 North Brevard Avenue, Arcadia, Florida 34266 (“Lender”), ATLANTIC BLUE GROUP, INC., ALICO HOLDING, LLC, BLUE HEAD RANCH, LLC, BLUE HEAD FARMS, LLC, BLUE HEAD CATTLE, LLC, TRI-COUNTY GROVE, LLC, PHOENIX INDUSTRIES, LLC, ATLANTICBLUE WAREHOUSING, LLC, BLUE BOX STORAGE, LLC AND FOOTMAN TRAIL, LLC (collectively, “Borrowers” and each a “Borrower”), whose addresses are P.O. Box 1318, Lake Wales, Florida 33859-1318 and the Guarantors (as defined below) (collectively, the “Parties”, each singly, a “Party”).

NOW, THEREFORE, in consideration of the terms and conditions set forth herein, Lender and Borrowers enter into this Loan Agreement and agree as follows:

1. Definitions. For the purposes hereof:

1.1 “Advance” means an advance of proceeds of the RLOC to Borrowers pursuant to the terms of this Loan Agreement.

1.2 “Advance Agent” means Ben R. Adams, Jr., or such other Person as may be designated by Borrowers in writing from time to time.

1.3 “Affiliate” means, with respect to a named Person, (a) any Person directly or indirectly owning five percent (5%) or more of the voting stock or rights in such named Person or of which the named Person owns five percent (5%) or more of such voting stock or rights; (b) any Person controlling or controlled by or under common control with such named Person; (c) any officer, director or managing employee or agent of such named Person or any Affiliate of the named Person; and (d) any immediate family member of the named Person or any Affiliate of such named Person.

1.4 “Alico Stock” means the 800,000 shares of Alico, Inc. common stock and all rights related thereto pledged by Alico Holding, LLC, as collateral for the Loan pursuant to the Stock Pledge Agreement and any additional shares of Alico, Inc. common stock pledged to Lender from time to time.

1.5 “Business Day” means any day on which Lender is open for business.

1.6 “Change of Control” means an event or series of events by which:

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(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the equity securities of the applicable Credit Party entitled to vote for members of the board of directors or equivalent governing body of such Credit Party on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) excluding beneficial owners of more than 25% of the equity securities of such Credit Party entitled to vote for members of the board of directors or equivalent governing body of such Credit Party on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) at the execution of this Loan Agreement;

(b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Credit Party cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(c) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of such Credit Party, or control over the equity securities of such Credit Party entitled to vote for members of the board of directors or equivalent governing body of such Credit Party on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing 25% or more of the combined voting power of such securities, excluding such persons with such powers at all time of the execution of this Amended and Restated Loan Agreement.

1.7 “Closing” or “Closing Date” means the date hereof.

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1.8 “Code” means the Uniform Commercial Code as in effect under the laws of the State of Florida from time to time, as the same may be amended.

1.9 “Collateral” means the Alico Stock pledged pursuant to the Stock Pledge Agreement.

1.10 “Credit Parties” means, collectively, Borrowers, and any Subsidiary of any Borrowers which, after the Closing Date, is joined to this Loan Agreement pursuant to Section 4.1(m) hereof, and “Credit Party” means any of them.

1.11 “Environmental Laws” shall mean state, federal or local environmental laws or regulations, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. § 9601 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 1101 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Hazardous Materials Transportation Act of 1974, 49 U.S.C. § 1801 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 4701 et m.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 3001 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; any laws regulating the use of biological agents or substances including animal, medical or infectious wastes, each as amended or supplemented, and any analogous future or present local, state, and federal statutes, regulations, and ordinances promulgated pursuant thereto which may be applicable.

1.12 “Event of Default” shall have the meaning set forth in Article 6.

1.13 “Expiration Date” means the Business Day occurring immediately prior to the RLOC Maturity Date.

1.14 “GAAP” means generally accepted accounting principles and practices as in effect from time to time and recognized as such by the American Institute of Certified Public Accountants, consistently applied.

1.15 “Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

1.16 “Guarantors” means Atlanticblue Hospitality (Lakeville), LLC, Atlanticblue Hospitality (CAS), LLC, and Atlantieblue Development, Inc., each a Guarantor.

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1.17 “Guaranty Agreements” means the guaranty agreement of each Guarantor dated of even date herewith in favor of Lender guaranteeing the Loan.

1.18 “Indebtedness” means, collectively, all liabilities (including, without limitation, Capital Lease obligations) of the subject Person, whether owing by such Person alone or with one or more others in a joint, several, or joint and several capacity, whether now owing or hereafter arising, whether owing absolutely or contingently, whether created by loan, overdraft, guaranty of payment, or other contract or by quasi-contract or tort, statute or other operation of law or otherwise.

1.19 “Insolvent” means, for the subject Person, that such Person shall have ceased paying its debts in the ordinary course of business or shall have become incapable of paying its debts as they become due, or is experiencing a financial condition such that the sum of the Person’s debts is greater than all of such Person’s property, at a fair valuation, exclusive of property transferred, concealed or removed with intent to hinder, delay or defraud such Person’s creditors.

1.20 “Intercompany Transaction” means any Indebtedness or obligation arising from business done with or for, or Indebtedness owed between or among, Credit Parties or any Affiliate thereof.

1.21 “Internal Control Event” means a material weakness in, or fraud that involves management or other employees who have a significant role in, any Credit Party’s internal controls over financial reporting, in each case as described in the Securities Laws.

1.22 “Lien” or “Liens” means, with respect to any asset, mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

1.23 “Loan Documents” means this Loan Agreement, the Note, the Subordination Agreement, the Tax Indemnification Agreement, Stock Pledge Agreement, the Guaranty Agreements and such consents and all other documents, instruments, certificates and agreements executed and/or delivered by any Credit Party or any third party in favor of Lender in connection with the Loan or any Collateral.

1.24 “Loan” means, the RLOC as described in Section 2.1. The terms Loan and RLOC may be used interchangeably in this Loan Agreement.

1.25 “Market Value of Alico Stock” shall be aggregate value of the Alico Stock as quoted on NASDAQ.

1.26 “Material Adverse Effect” means a material adverse effect on (a) the properties or business, operations or financial condition of any Credit Party, taken as a whole, or (b) the ability of the subject Credit Party to perform in any material respect its obligations under the Loan Documents.

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1.27 “Maximum RLOC Availability” means, as of any particular date, the RLOC Commitment minus outstanding amounts under the RLOC.

1.28 “Net Worth” means the total stockholders’ or owners’ equity as shown on the balance sheet of the subject Person at any particular date.

1.29 “Note” means, the RLOC Note. The terms Note and RLOC Note may be used interchangeably in this Loan Agreement.

1.30 “Obligations” means (a) all principal and/or interest which may be due under the Note, and all other present and future Indebtedness, obligations and liabilities of Borrowers, and all obligations of any Credit Party, to Lender arising pursuant to this Loan Agreement and/or any other Loan Document (including, without limitation, any joinder agreements entered into in accordance with Section 4.1(m) below), regardless of whether such Indebtedness, obligations or liabilities are direct, indirect, fixed, contingent, joint or joint and several (including any interest, fees and other charges under this Loan Agreement or any other Loan Document, which would accrue but for the filing of a bankruptcy or insolvency action, whether or not such claim is allowed in such bankruptcy or insolvency action); (b) all costs incurred by Lender to obtain, preserve, perfect and enforce the security interest securing payment of such Indebtedness and to maintain, preserve and collect the Collateral, including, but not limited to, taxes, assessments, insurance premiums, repairs, attorneys fees and legal expenses, rent, storage charges, advertising costs, brokerage fees and expenses of sale; (c) all other obligations or liabilities of any Credit Party owing to Lender, from time to time, whether now existing or hereafter arising, regardless of how incurred; and (d) all renewals, extensions and modifications of any of the foregoing, or any part thereof.

1.31 “Overadvance Threshold” means 70% of the Market Value of the Alico Stock.

1.32 “Person” means an individual person, corporation, limited liability company, trust, joint venture, limited or general partnership, any government or agency or political subdivision of any government, or any other entity or organization.

1.33 “Pledgor” means Alico Holding, LLC.

1.34 “Real Estate” shall have the meaning as set forth in Section 3.8 hereof.

1.35 “Registered Public Accounting Firm” has the meaning specified in the Securities Laws and shall be independent of the Borrowers as prescribed by the Securities Laws.

1.36 “RLOC” means the revolving line of credit in the amount of the RLOC Commitment as described under Section 2.1(a) hereof.

1.37 “RLOC Commitment” means the lesser of: (a) $20,000,000 and (b) 65% of the Market Value of the Alico Stock.

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1.38 “RLOC Maturity Date” means August 31, 2011, or such later date as may be determined pursuant to Section 2.1(a) hereof.

1.39 “RLOC Note” means the RLOC Note of Borrowers dated as of the Closing Date in favor of Lender in the amount of the RLOC as set forth in Section 2.1(a) (substantially in the form of Exhibit 1.39 attached hereto), as well as any promissory note or notes issued by Borrowers in substitution, replacement, extension, amendment or renewal of any such promissory note or notes.

1.40 “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

1.41 “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended in the effect on any applicable date hereunder.

1.42 “Stock Pledge Agreement” means that certain Stock Pledge Agreement of Pledgor pledging the Alico Stock.

1.43 “Subordination Agreement” means those certain agreements, reasonably satisfactory to Lender, which subordinate all Subordinated Debt to the Loan.

1.44 “Subordinated Debt” means all Indebtedness owed by Borrowers to any other Credit Party.

1.45 “Subsidiary” means any corporation, partnership or other entity in which any Person, directly or indirectly, owns fifty percent (50%) or more of the stock, capital or other interests (legal or beneficial) which is effectively controlled, directly or indirectly, by such Person.

1.46 “Substances” shall have the meaning as set forth in Section 3.8 hereof.

1.47 “Tax Indemnification Agreement” means that certain agreement of Borrowers to Lender dated of even date herewith in which Borrowers agree to indemnify Lender at all times and hold Lender harmless from against any and all actions or causes of action, claims, demands, liabilities, loss damage or expense of any kind or nature including reasonable attorney’s fees, which Lender may at any time sustain or incur in relation to intangible taxes and documentary stamps arising as a result of the Loan.

2. The Credit Facility.

2.1 Loans, Etc. Lender hereby agrees to make the following credit facility available to Borrowers, on terms and conditions set forth herein:

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(a) (i) RLOC - Subject to Borrowers’ compliance with the terms and conditions of this Loan Agreement, Lender shall make available to Borrowers Advances up to the Maximum RLOC Availability from the Closing Date through the Expiration Date, which, in accordance with the RLOC Note, may be advanced, paid down and readvanced. Advances shall be in minimum increments of not less than $100,000.00. PROVIDED HOWEVER, that no Advance shall be made under the RLOC if, after giving effect to such Advance, the Maximum RLOC Availability would be a negative number. The obligation to repay the RLOC shall be evidenced by the RLOC Note and shall have the repayment terms and interest rates as set forth therein. All amounts outstanding under the RLOC shall be due and payable on the RLOC Maturity Date.

Lender and Borrowers agree that the RLOC Maturity Date may be extended for additional one year periods in the following manner. Each year commencing May 31, 2009 Borrowers may request in writing that the RLOC Maturity Date be extended for an additional one year period provided that (i) Borrowers request the extension in a writing provided to Lender by May 31st of such year and (ii) Lender shall not have notified Borrowers in writing by July 31st of the same year of Lender’s intention to terminate the Loan, which decision shall be made in the sole discretion of Lender. If Lender does not elect to terminate the Loan as provided above the RLOC Maturity Date shall be deemed extended for one additional year.

(ii) Overadvances - If Lender shall at any time determine that the total amount outstanding under the RLOC exceeds the Overadvance Threshold (70% of the Market Value of the Alico Stock), it shall immediately notify Borrowers by telephone of the amount by which the RLOC Commitment (65% of the Market Value of Alico Stock) is exceeded by the sum of then-outstanding amounts under the RLOC (such amount, the “Overadvance Amount”). Within forty-eight (48) hours of such notification, or, if the next succeeding day shall not be a Business Day, then no later than 2:00 p.m. Arcadia, Florida time, on the Business Day immediately following the date of notification, Borrowers shall (A) pay or prepay an amount in readily-available funds not less than the Overadvance Amount, to be applied to amounts owed under the RLOC, or (B) promptly pledge additional Alico Stock having a Market Value of Alico Stock in an amount not less than the Overadvance Amount.

(iii) Notice and Manner of Borrowing -For Advances under the RLOC, Advance Agent shall give Lender at least one (1) Business Day’s notice of a request for an Advance, specifying the date and amount thereof. Any such notice (including, but not limited to, telephonic notice) which Lender believes in good faith to have been given by Advance Agent (or such other individuals as may be designated in writing by Borrowers) shall be deemed given by Borrowers. Any Advance made by Lender based on such notice shall, when wired to an account of any Borrower described in any written wire transfer instructions delivered by Advance Agent (or such other individual) in connection herewith, be Loans for all purposes hereunder.

2.2 Purposes. The proceeds of the RLOC shall be used by the Borrowers for financing Borrowers’ operating expenses and other general corporate purposes.

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2.3 Conditions Precedent. In no event shall Lender be obligated to make any Advance to Borrowers until all matters, documents, papers and certificates required hereunder have been furnished to Lender’s satisfaction or so long as any Event of Default has occurred and is continuing. In addition to other matters set forth herein, the following documents and matters shall be required to be executed or performed by Borrowers and such other Persons as may be necessary and appropriate at or before Closing (unless as provided otherwise under Section 5 hereof, in connection with the pledge of Collateral):

(a) This Loan Agreement, duly executed and delivered;

(b) The Note and all other Loan Documents, duly executed and delivered;

(c) The Collateral documents required under Section 5.1 hereof, duly executed and delivered along with delivery of the certificates evidencing the Alico Stock and stock powers related thereto. Financing statements covering any of the Collateral shall be recorded in the appropriate recording offices as prescribed under the Code or the laws of any other applicable jurisdiction.

(d) Resolutions, approved by the directors, managers and/or members of each Borrower and each Guarantor, in form and substance satisfactory to Lender, authorizing the execution, delivery and performance of all Loan Documents, on behalf of each Borrower and Guarantor, as applicable;

(e) A Certificate of Good Standing for each Borrower and each Guarantor, from its state of incorporation or formation and satisfactory evidence of each Borrowers’ and each Guarantors’ qualification to do business in any applicable jurisdictions in which, according to the laws of such jurisdictions, it is required to qualify to do business;

(f) Evidence, reasonably satisfactory to Lender, of Borrowers’ compliance with any material regulations, policies, orders and permitting and licensing requirements to which Borrowers, its operations and properties, is subject or in the event of any noncompliance, that such noncompliance will not have a Material Adverse Effect;

(g) An opinion of all Credit Parties’ Florida counsel opining, among other things, as to the due authorization and execution of the Loan Documents and the enforceability of the Loan Documents in accordance with the terms thereof;

(h) Payment by Borrowers of all fees and closing costs required hereunder and under the Loan Documents;

(i) The insurance policies required under Section 4.1(d) hereof;

(j) Such other matters as Lender may reasonably require.

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ACA/Atlantic Blue Group, Inc., et al

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2.4 Lender Stock. On or before the Closing Date, Borrowers shall own stock in Farm Credit of Southwest Florida, ACA in an amount equal to $1,000.00. Such stock is at risk and is retireable only at the discretion of Lender’s board of directors and in accordance with Lender’s bylaws.

2.5 Fees, Costs, and Expenses. Borrowers shall pay, on or before the Closing Date (or subsequent to the Closing Date if required pursuant to the Tax Indemnification Agreement), any and all costs and expenses reasonably incurred by Lender in making the Loan available to Borrowers, including, without limitation, any recording costs, documentary stamp taxes, intangibles taxes and intangibles recording taxes, and Lender’s reasonable legal expenses and fees, regardless of whether the transactions contemplated hereunder close, unless failure to close is the fault of Lender. In addition, Borrowers shall pay Lender the following fees:

(a) Unused Commitment Fee. An unused commitment fee in the amount of 12.5 basis points (.125%) times the average daily balance of the unused portion of the RLOC Commitment computed annually in arrears on September 24th of each year commencing September 24, 2009 and payable within fifteen (15) days following each calendar year-end.

(b) Commitment Fee. At Closing, Borrowers shall pay a commitment fee of $28,000.00 to Lender.

3. Representations and Warranties. To induce Lender to make the Loan, Credit Parties make the following representations and warranties, which shall survive the execution and delivery of the Note and other Loan Documents:

3.1 Good Standing. Borrowers and Guarantors are each duly incorporated or organized, validly existing, and in good standing under the laws of the State of Florida and each has the power and authority to own its property and to carry on its business in each jurisdiction in which it does business.

3.2 Authority and Compliance. Each Credit Party has full power and authority to execute and deliver the Loan Documents to which it is a party and to incur and perform its obligations provided for therein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body. No consent or approval of any public authority or other third party is required as a condition to the validity of any of the Loan Documents, and each Credit Party is in material compliance with all laws and regulatory requirements to which it is subject, except to the extent any such non-compliance would not cause a Material Adverse Effect.

3.3 Binding Agreement. This Loan Agreement and the other Loan Documents executed by the Credit Parties constitute valid and legally binding obligations of the Credit Parties, enforceable in accordance with their terms.

3.4 Litigation. There is no proceeding involving any Credit Party pending or, to the knowledge of any Credit Party, threatened, before any court or governmental authority, agency

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or arbitration authority, except as disclosed to Lender on Schedule 3.4 hereof and acknowledged by Lender prior to the date of this Loan Agreement; provided however, such disclosure shall not be required with respect to any matters which, if determined adversely to the Credit Parties, collectively, would reasonably be expected to result in liability of less than $500,000 in the aggregate or matters, which, if determined adversely to any Credit Party would reasonably be expected to result in liability of less than $500,000 with respect to any individual matter, in each case excluding amounts with respect to which an insurance carrier admits full coverage (except for applicable deductibles).

3.5 No Conflicting Agreements. There is no article of incorporation, certificate of formation, partnership certificate, bylaw, partnership agreement or other document pertaining to the organization, power, or authority of any Credit Party and no provision of any existing agreement, deed of trust, mortgage, indenture or contract binding on any Credit Party or affecting its properties, which would conflict with or in any way prevent the execution, delivery, or carrying out of the terms of this Loan Agreement and the other Loan Documents except as would not reasonably be expected to have a Material Adverse Effect.

3.6 Taxes. All taxes and assessments due and payable by each Credit Party have been paid or are being contested in good faith by appropriate proceedings and each Credit Party has filed all tax returns which it is required to file except, in each case, as would not reasonably be expected to have a Material Adverse Effect.

3.7 Environmental Matters. To its best knowledge, after due inquiry, each Credit Party represents and warrants to Lender for itself and its Subsidiaries, except as may be otherwise disclosed in writing to Lender, that any real estate owned or leased by it (the “Real Estate”) has never been and is not now being used in material violation of any material Environmental Laws; that no proceedings are pending against it concerning any alleged violations of any Environmental Laws on or related to the Real Estate, that the Real Estate is free of any hazardous or toxic substance or wastes, including but not limited to, asbestos, PCBs, petroleum products, fertilizers and pesticides (“Substances”) other than such Substances as are associated with the commercial operations of the Credit Parties or their Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect; and to the extent that any Substances are kept or stored on the Real Estate, each Credit Party or its Subsidiary is maintaining them in accordance with all applicable laws, except where such failure to maintain would not reasonably be expected to have a Material Adverse Effect; that if a Credit Party or any Subsidiary of a Credit Party is transporting any Substances, such transportation is being conducted in material compliance with all applicable laws; each Credit Party or its Subsidiaries have all required permits for the use and discharge of any Substances on the Real Estate and all uses and discharges on the Real Estate are being made in compliance with such permits; that each Credit Party and its Subsidiaries are in compliance with all applicable laws regulating the creation, storage, handling, processing and/or transportation of animal wastes; that, in the event that any of the foregoing representations and warranties is untrue or is qualified in any way, Credit Parties have made a complete disclosure to Lender of all material facts which might

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ACA/Atlantic Blue Group, Inc., et al

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indicate an environmental risk or the violation of any Environmental Laws on or related to the Real Estate.

3.8 Compliance with Laws. To its best knowledge, after due inquiry, each Credit Party is in compliance with all federal, state, and local laws (or laws of other jurisdictions to which it is subject), permitting requirements, regulations and other governmental requirements applicable to it or to any of its property (including, but not limited to, laws regulating wetlands), business operations, employees, and transactions, except, in each case, as would not be reasonably expected to have a Material Adverse Effect.

3.9 Accurate Financial Information. The financial information furnished to Lender by each Credit Party is complete and accurate and no Credit Party has any undisclosed direct or material contingent liabilities. The financial information provided by each Credit Party, in connection with such Credit Party’s application to Lender for the Loan, remains substantially accurate and no Material Adverse Effect or Internal Control Event has occurred since such information was furnished.

3.10 Solvency. (i) No Credit Party is Insolvent; (ii) the pledge of the Collateral as contemplated herein to Lender will not render any Credit Party Insolvent; (iii) each Credit Party has made adequate provision for the payment of all of its creditors other than Lender; and (iv) no Credit Party has entered into this transaction to provide preferential treatment to Lender or any other of its creditors in anticipation of seeking relief under federal or state bankruptcy or insolvency laws.

3.11 ERISA. No employee benefit plan established or maintained, or to which contributions have been made, by any Credit Party, which is subject to Part 3 of Subtitle 13 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), had an “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA) as of the last day of the most recent fiscal year of such plan ended prior to the date hereof, or would have had such an accumulated funding deficiency on such day if such year were the first year of such plan to which such Part 3 applied; and no material liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any such plan by such party.

To the best knowledge of each Credit Party, after due inquiry, each such employee benefit plan (if any exists) complies with all applicable requirements of ERISA and of the Internal Revenue Code of 1986 as amended (“IRC”) and with all applicable rulings and regulations issued under the provisions of ERISA and the IRC except, in each case, where the failure to comply would not be reasonably expected to have a Material Adverse Effect. This Loan Agreement and the consummation of the transactions contemplated herein do not and will not involve any prohibited transaction within the scope of ERISA or Section 4975 of the IRC.

3.12 Ownership of Collateral. Pledgor represents and warrants that it is the absolute owner of the Collateral, as its interests appear, as set forth in Section 5.1 hereof, and that the Collateral is owned free and clear of all liens, encumbrances, and security interests of any kind.

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3.13 Material Contracts. Each Credit Party has performed all of its respective obligations under all material contracts to which it is a party and which are in effect as of the date of this Loan Agreement, except for those obligations the failure of which to comply with is not reasonably expected by such Credit Party to have a Material Adverse Effect and, to the knowledge of each Credit Party, each party thereto is in substantial compliance with each such material contract, and each such material contract is, after giving effect to the transactions contemplated by this Loan Agreement will be, in full force and effect in accordance with the terms thereof.

3.14 Trade Relations. To the knowledge of each Credit Party, there exists no actual or threatened termination, cancellation or limitation of, or any adverse modification or change in, the business agreements, contracts or arrangements of any Credit Party (which agreements, contracts or arrangements extend for a period in excess of one (1) year) with any material customer, any group of customers, or any cooperative marketing association or trade exchange whose purchases, marketing or trade efforts, individually or in the aggregate, are material to the business of such Credit Party, and which customers or associations are not readily replaceable in the ordinary course of business.

3.15 Regulation U. No Credit Party is engaged principally, or as one of its important activities, in the business of extending credit for the purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System).

3.16 Collateral Status. The Alico Stock is freely tradable, without restrictions or registration, on a public exchange or quotation system (NASDAQ) and no further action is required to trade the Alico Stock.

4. Covenants.

4.1 Affirmative Covenants. During the term of this Loan Agreement:

(a) Continuation of Pre-closing Conditions, Representations and Warranties. Credit Parties agree that all conditions precedent to the making of the Loan shall remain satisfied at all times during the term of this Loan Agreement, and that representations and warranties made by each Credit Party in the Loan Documents signed by it, shall be deemed to be made at all times during the term of this Loan Agreement except to the extent such representations and warranties expressly relate to an earlier date.

(b) Maintenance. Each Credit Party shall maintain all of its property in good condition and repair and make all necessary replacements thereof and repairs thereto, and preserve and maintain all licenses, trademarks, privileges, permits, franchises, certificates and the like necessary for the operation of its businesses, and to do or cause to be done all things necessary to preserve and keep in full force and effect its existence and its rights, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. Each Credit Party shall also maintain such books of record and account in material conformity with all applicable

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ACA/Atlantic Blue Group, Inc., et al

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requirements of any Governmental Authority having regulatory over such Credit Party as the case may be.

(c) Financial Statements/Information. Credit Parties shall furnish to Lender (i) Credit Parties’ quarterly internally-prepared consolidated and consolidating financial statements, within forty-five (45) days of each of Credit Parties’ fiscal quarter-ends, and certified by the Chief Financial Officer (or such other designee reasonably acceptable to Lender) of Atlantic Blue Group, Inc. to fairly present the financial condition of Credit Parties; (ii) annual audited consolidated and consolidating financial statements of Credit Parties, prepared by a Public Accounting Firm acceptable to Lender, together with an unqualified opinion of such accountants reasonably acceptable to Lender, any management letters issued by such accountants, all within one hundred fifty (150) days of each Borrower’s fiscal year-end; (iii) such other information respecting the financial condition and operations of Credit Parties or any Affiliate or Subsidiary thereof as Lender may from time to time reasonably request. All financial statements, opinions, reports and management letters described in clause (i) and (ii) above shall be prepared in accordance with GAAP and applicable Securities Laws, if any, and shall be in form and content satisfactory to Lender, and shall include, without limitation, an income statement, balance sheet, a cash flow statement and a list of contingent liabilities and claims reportable under GAAP guidelines. All financial statements shall be accompanied by a compliance certificate, in the form of Exhibit 4.1(c) hereto, setting forth Credit Parties’ compliance with, and actual calculations for, financial covenants required under Section 4.3 hereof, and signed by the Chief Financial Officer of Atlantic Blue Group, Inc. (or such other designee reasonably acceptable to Lender).

(d) Insurance. Each Credit Party shall maintain with financially sound and reputable insurance companies insurance of the kinds, covering the risks, and in the amounts usually carried by entities and individuals engaged in businesses similar to that of the respective Credit Party. If such insurance is afforded in whole or in part through self-insurance plan(s), Lender shall be provided with the plan description and any excess coverage limitations, which shall be reasonably satisfactory to Lender. If any Credit Party is in default under Article 6 hereof and Lender is exercising its remedies under Article 7 hereof, Lender shall have the right to settle and compromise any and all claims under any policy under which Lender is listed as a loss payee and Borrowers hereby appoint Lender as its attorney-in-fact, with power to demand, receive, and receipt for all monies payable thereunder, to execute in the name of any Credit Party or Lender or both any proof of loss, notice, draft, or other instruments in connection with such policies or any loss thereunder and generally to do and perform any and all acts as the applicable Credit Party, but for this appointment, might or could perform. Unless otherwise agreed, to the extent Lender is a loss payee under the applicable policy, Lender shall be entitled to apply the proceeds of any such policies to satisfy the indebtedness arising under the RLOC. Borrowers shall pay on demand all of Lender’s reasonable costs and expenses incurred in connection with the collection and disbursement of insurance proceeds, including, without limitation, inspection, engineering and legal fees. Lender shall have the right to apply any excess proceeds toward reduction of the Obligations.

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All insurance policies provided hereunder shall be in an amount sufficient to avoid the application of any co-insurance provisions and must include provisions for a minimum thirty (30) day advance written notice of any intended policy cancellation or non-renewal. The insurance required hereunder shall be in addition to, and not a replacement for, the insurance required under any other Loan Documents.

(e) Payment and Performance of Obligations. Credit Parties shall pay and perform all Obligations under this Loan Agreement and the Loan Documents and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property (including without limitation, withholding, social security, payroll and similar employment related taxes on the date such taxes are due), and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; provided that Credit Parties may contest any item described in the foregoing clauses (a) and (b) in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP.

(f) Access to Collateral and Financial Information. Credit Parties shall permit any representative or agent of Lender to examine and audit any or all of its books and records, wherever located, upon request by Lender, in each case at reasonable times and after reasonable notice to the respective Credit Party.

(g) Notification of Environmental Claims. If any Substances and/or animal wastes shall be brought upon the Real Estate, Credit Parties shall, or shall cause their Subsidiaries to, maintain and/or remove them in substantial accordance with all applicable laws. Credit Parties shall, or shall cause its Subsidiaries to, promptly take all action which is needed to abate any material environmental risk or comply with any Environmental Laws on or related to the Real Estate at its sole expense except where the failure to take action or comply would not reasonably be expected to have a Material Adverse Effect. Credit Parties will, or will cause their Subsidiaries to, promptly inform Lender in writing of any environmental risk or violation of any Environmental Laws on or related to the Real Estate of which it has knowledge which could reasonably be expected to have a Material Adverse Effect or the commencement of any proceeding against it or receipt of any notices by it concerning any alleged violation of Environmental Laws on or related to the Real Estate. Credit Parties will, or will cause their Subsidiaries to, immediately advise Lender in writing of (i) any and all enforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted, completed, or, to the knowledge of any Credit Party or any such Subsidiary threatened pursuant to any applicable federal, state, or local laws, ordinances or regulations relating to any Substances or animal wastes affecting its business operations; and (ii) all claims made or, to the knowledge of any Credit Party or any Subsidiary of any Credit Party threatened by any Person against it relating to damages, contributions, cost recovery, compensation, loss or injury resulting from any Substances or animal wastes. Credit Parties shall, or shall cause their Subsidiaries to, immediately notify Lender of any substantial remedial action taken by it with respect to its business operations.

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ACA/Atlantic Blue Group, Inc., et al

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(h) Purpose of Loan. Credit Parties shall use the proceeds of the Loan only for the purpose or purposes represented to Lender in Section 2.2.

(i) Adverse Changes. Credit Parties shall provide notice to Lender, as soon as possible, and in any event within five (5) Business Days after it becomes aware of the occurrence of a Material Adverse Effect, including notice of (i) any material default occurring with respect to any Credit Party’s material obligations owed to any other creditor, (ii) acceleration of any part of or demand for payment in full of any outstanding material obligation earlier than the scheduled date, or (iii) of the threat by any person, firm, corporation or other entity to whom it is indebted to declare any material debt due or determine that any material provision of any agreement between such party and any Credit Party has been violated. Such notice shall contain a statement setting forth details of such Material Adverse Effect and the action that is proposed in response thereto.

(j) Notice of Litigation. Credit Parties shall promptly notify Lender in the event that any legal action is filed or, to the knowledge of Credit Parties, threatened against any Credit Party; provided however, such notice shall not be required with respect to any matters which, if determined adversely to any Credit Party would reasonably be expected to result in less than $500,000 excluding amounts with respect to which an insurance carrier admits full coverage (except for applicable deductibles).

(k) Notice of Default. Credit Parties shall immediately notify Lender, by telephone followed by written notice, upon the occurrence of any Event of Default or circumstances which, if uncured with the lapse of time, would create an Event of Default.

(l) Notice of Change in Status. Credit Parties shall promptly notify Lender of the change or conversion of any of their taxpayer status under the rules of the Internal Revenue Code.

(m) Joinder Agreement. Each Credit Party shall cause any Subsidiary which is created or acquired following the Closing Date to enter into a joinder agreement to this Loan Agreement, a guaranty agreement, subordination agreement and such other documentation as deemed necessary by Lender whereby such Subsidiary shall agree to enter into an unlimited guaranty of the Loan, all in a form satisfactory to Lender.

(n) Subordinated Debt. Each Credit Party shall cause any indebtedness now or hereafter owing from it to any other Credit Party to be fully subordinated to the Loan and Obligations in a form satisfactory to Lender.

(o) ERISA Compliance. Credit Parties shall maintain any employee benefit plan in substantial compliance with all applicable requirements of ERISA and of the IRC and with all applicable rulings and regulations issued under the provisions of ERISA and the IRC, except where the failure to maintain such employee benefit plan in substantial compliance with such requirement would be reasonably expected to have a Material Adverse Effect.

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(p) Internal Control Event. Credit Parties shall promptly notify Lender of the occurrence of any Internal Control Event.

4.2 Negative Covenants. During the term of this Loan Agreement, without prior written consent of Lender:

(a) Merger, Sale of Assets, Etc. Except in the ordinary course of business consistent with past practice, no Credit Party will enter into any merger, corporate reorganization or consolidation; or make any substantial change in the basic type of business now conducted by it; sell, lease, transfer, or otherwise dispose of its assets or cause, suffer or permit the transfer of any material ownership interest or change of control of its stock.

(b) Name Change, Etc. No Credit Party will change its name or any name in which it does business, or move its principal place of business or chief executive office, or change the location of its books and records, or change its state of formation, without giving written notice thereof to Lender at least thirty (30) days prior thereto.

(c) Encumbrance of Assets, Etc. Except in the ordinary course of business consistent with past practice, no Credit Party will encumber, pledge, lien, grant a security interest in or dispose of any of its material assets without giving ten (10) days written notification to the Lender. No Credit Party shall take any action that would make it impossible for it to carry out its business as now conducted, or would cause a Material Adverse Effect.

(d) Judgments, etc. No Credit Party will allow any number of judgments for the payment of money in excess of the sum of $500,000 excluding amounts with respect to which an insurance carrier admits full coverage (except for applicable deductibles), to remain unsatisfied against it for a period of thirty (30) consecutive days, unless execution thereof is stayed.

(e) Extension of Loans; Guaranty. No Credit Party will make any loans, advances, extensions of credit to, or become a guarantor or surety for, any person, firm, corporation or any other entity.

(f) Environmental Laws. Credit Parties will not permit, any Substances or animal wastes to be stored or maintained on the Real Estate except as provided in Section 4.1(g).

(g) Distributions. No Credit Party will pay or declare any distribution or dividend if an Event of Default then-exists, or after giving effect thereto, there shall exist an Event of Default hereunder.

(h) Margin Stock. No Credit Party will use any proceeds of the Loan to purchase or carry any margin stock (within the meaning of Regulation U of the Board of Governors of Federal Reserve System) or extend any credit to others for the purpose of purchasing or carrying any such margin stock.

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4.3 Financial Covenants. During the term of the Loan, Credit Parties shall maintain the following, on a consolidated basis:

(a) Net Worth. A Net Worth at all times of not less than $150,000,000.

Compliance with the foregoing covenants shall be tested quarterly on the last day of each fiscal quarter of Borrowers.

Unless otherwise agreed to by Lender, in writing, or otherwise set forth herein, Borrowers’ compliance with the foregoing financial covenants shall be determined in accordance with GAAP.

5. Security for RLOC.

5.1 Collateral. As security for the RLOC, Borrowers have executed and delivered or will execute and deliver to Lender appropriate security instruments, financing statements, and other security documents in form reasonably satisfactory to Lender, sufficient to create a first perfected security interest in the Collateral and any and all proceeds thereof, together with such third-party consents as may be deemed reasonably necessary by Lender and its counsel to give effect to such security interests.

5.2 Lender Equities. All equities, if any, owned by the Credit Parties in Lender shall secure the Loan and may be applied (at Lender’s discretion) against the Loans upon the occurrence of an Event of Default.

6. Events of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):

6.1 Payment. Any payment of principal, interest, or other sum owed to Lender under the Loan Documents or otherwise due from any Credit Party to Lender is not made when due and such breach continues for five (5) Business Days after Lender provides written notice to the Credit Parties of such failure to pay.

6.2 Additional Defaults. Any provision or covenant of any Loan Document is breached in any material respect, or any warranty, representation, or statement made or furnished to Lender by any Credit Party (whenever created) in connection with the Loan, and the Loan Documents (including any warranty, representation, or statement in any Credit Party’s financial statements) or to induce Lender to make the Loan, is untrue or misleading in any material respect or an event of default under any other Loan Document occurs.

6.3 Cross-Default. Any material default by any Credit Party occurs under any loan agreement or loan document with Lender or another financial institution, whether now existing or hereafter arising, which default is not corrected within the cure period provided in such agreement, if any.

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6.4 Dissolution or Bankruptcy. Dissolution, termination of existence, liquidation, insolvency, business failure, appointment of receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under state or federal bankruptcy laws or other insolvency laws by any Credit Party or the commencement of an involuntary proceeding against any Credit Party under state or federal bankruptcy laws which, in each case, is not dismissed within ninety (90) days after such commencement, or a merger or consolidation or sale of any Credit Party’s assets, other than a sale of assets in the ordinary course of business, which has not been consented to by Lender.

6.5 Change of Control. There occurs any Change of Control of any Borrower.

7. Lender’s Remedies. In addition to any remedies available to Lender under the Note and other Loan Documents, the Lender shall have the following remedies:

7.1 Acceleration. Upon the occurrence of an Event of Default, Lender shall have the option to terminate any right of Credit Parties to request Advances under the RLOC and to declare the entire unpaid principal amount of the Loan, accrued interest and all other Obligations immediately due and payable, without presentment, demand, or notice of any kind.

7.2 Remedies. Upon the occurrence of an Event of Default, Lender shall be entitled to pursue all rights and remedies available under each of the Loan Documents, as well as all rights and remedies available at law, or in equity, and such rights and remedies shall be cumulative. Without in any way limiting the generality of the foregoing, Lender shall also have the following non-exclusive rights:

(a) Immediate Possession of Non Real Estate Collateral. To take immediate possession of all Collateral which is not real estate, whether now owned or hereafter acquired, without notice, demand, presentment, or resort to legal process, and, for those purposes, to enter any premises where any such Collateral is located and remove the such Collateral therefrom;

(b) Assembly of Collateral. To require Credit Parties to reasonably assemble and make the Collateral available to Lender at a place to be designated by Lender which is also reasonably convenient to Borrowers;

(c) Repair of Collateral. To make any repairs to or otherwise protect the value of the Collateral which Lender deems reasonably necessary or desirable for the purposes of sale;

(d) Set-off. To exercise any and all rights of set-off which Lender may have against any account, fund, or property of any kind, tangible or intangible, belonging to any Credit Party which shall be in Lender’s possession or under its control (including equities owned by Borrowers in Lender as described in Section 5 hereof);

(e) Cure. To cure any Event of Default in such manner as deemed appropriate by Lender;

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(f) Security Interest. To enforce its rights to the Collateral as set forth in the Stock Pledge Agreement and the Code.

7.3 Proceeds. The proceeds from any disposition of the Collateral shall be used to satisfy the following items in the order they are listed:

(a) The expenses of taking, removing, storing, repairing, holding, maintaining and selling the Collateral and otherwise enforcing the rights of Lender under the Loan Documents, including any legal costs and reasonable attorney’s fees;

(b) The expense of liquidating or satisfying any liens, security interests, or encumbrances on the Collateral which may be prior to the security interest of Lender that Lender, at its option, elects to satisfy;

(c) Any unpaid fees, accrued interest and other sums due Lender with respect to Loan Documents, and then the unpaid principal amount of the RLOC.

(d) Any amounts in excess of the foregoing shall be paid to Borrowers.

7.4 Resort to Credit Party. Lender may, at its option, pursue any and all rights and remedies directly against any one or more of the Credit Parties without resort to any Collateral or any other Credit Party(ies).

7.5 Deficiency. To the extent the proceeds realized from the disposition of the Collateral shall fail to satisfy any of the foregoing items, each Credit Party shall remain liable to pay any deficiency to Lender.

7.6 Advances/Reimbursements. All amounts advanced by Lender under the Loan Documents, or due Lender as a result of expenditures reasonably made by Lender, shall bear interest at the rate applicable to past due principal as specified in the Note or herein from the date demanded until paid in full. Unless otherwise specified in the Loan Documents, such advances and other sums, together with accrued interest, shall be due and payable on demand.

7.7 Default Rate of Interest. Upon the occurrence of any Event of Default, the Loan shall thereafter bear interest at a rate equal to the then-current rate specified in the Note plus two percent (2.0%) (200 basis points) (the “Default Rate”).

7.8 Late Charges. If Borrowers shall fail to pay any installment of principal or interest on or within twenty-nine (29) days after the date on which such payment shall be due in accordance with the Note, Lender shall be entitled to collect from Credit Parties, to compensate Lender for documented administrative and other services associated with such failure, a late charge equal to one and one-half percent (1.50%) of the amount of such installment; provided, however, in no event shall late charges, together with default interest rate charged hereunder, exceed the rate allowed by law.

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8. Damages; Waiver.

8.1 No Punitive Damages. Each Party agrees that it shall not have a remedy of punitive or exemplary damages against any other in any dispute and hereby waives any right or claim to punitive or exemplary damages it may have now or which may arise in the future in connection with any dispute, whether the dispute is resolved by arbitration or judicially.

8.2 Waiver of Jury Trial. To the extent permitted by law, the Parties hereby waive any right they may have to a jury trial with regard to a dispute under this Loan Agreement and any Loan Documents.

9. Multiple Borrowers.

9.1 Joint and Several Liability. Each Person identified as a Borrower shall be jointly and severally liable with each other Borrower for the payment and performance of all of the Obligations; each such Person shall be deemed to have separately made the representations and warranties set forth herein; each such Person shall be responsible jointly and severally with the other Borrowers for all of the indemnities set forth in any of the Loan Documents; each such Person shall be responsible for discharging the covenants contained in each of the Loan Documents applicable to it; and each such Person shall be deemed separately to have granted a security interest in the types and items of its property constituting Collateral. Lender shall have the right to deal with any single Borrower with regard to all matters concerning the rights and obligations of Lender hereunder and the duties and liabilities of Borrowers hereunder. All actions or inactions of the officers, managers, members and agents of any Borrower with regard to the transactions contemplated under any of the Loan Documents shall be deemed to be binding upon all Borrowers hereunder. Any Advances or other extensions of credit made to one Borrower shall be deemed to have been made to and for the benefit of all Borrowers, it being understood that Borrowers’ businesses are a mutual and collective enterprise and Borrowers believe that the consolidation of all Obligations under this Agreement will enhance the aggregate borrowing powers of each Borrower and ease the administration of their loan relationship with Lender, all to the mutual advantage of Borrowers. Each Borrower hereby appoints each other Borrower as its true and lawful attorney-in-fact, with full right and power, for purposes of exercising all rights of such appointing Borrower hereunder and under applicable law with regard to the transactions contemplated under the Loan Documents.

9.2 Unconditional Nature of Liabilities. Borrowers’ joint and several liability with respect to the Obligations shall, to the fullest extent permitted by applicable law, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any document evidencing or securing any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Lender with respect to any Loan Documents, (iv) the failure by Lender to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its right to, any of the

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Collateral or Lender’s release of any Collateral or its termination or release of any Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any Borrower for the payment of any of the Obligations, (vi) any amendment or modification of any of the Loan Documents or any waiver of an Event of Default, (vii) any increase in the amount of the Obligations beyond any limits imposed herein or any increase or decrease in the amount of any interest, fees or other charges payable in connection therewith, or (viii) any other circumstances that might constitute a legal or equitable discharge or defense of any Borrower. Each Borrower shall be deemed to have waived any provision under applicable law that might otherwise require Lender to pursue or exhaust its remedies against any Collateral before pursuing such Borrower. Each Borrower consents that Lender shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations.

9.3 Subordination. Each Borrower subordinates any claims, including any right of payment, subrogation, contribution and indemnity, that it may have from or against any other Borrower, and any successor or assign of the Borrower, including any trustee, receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the full payment of all of the Obligations.

10. Miscellaneous.

10.1 Notice. All notices, demands, or other communications given under the Loan Documents shall be in writing, and shall be mailed to the address of each Party as set forth below (or as set forth in any other Loan Document), said mailing to be certified United States government mail to the mailing address, with notice in each case to be effective when sent. Either Party must provide written direction to the other in order to change the address to which said notice shall be sent.

If to Lender, to	Farm Credit of Southwest Florida, ACA
	330 North Brevard Avenue
	Arcadia, Florida 24266
	Attn: Bryan L. Byrd

With copy, to	Nexsen Pruet, LLC
	201 West McBee Avenue, Suite 400
	Greenville, South Carolina 29601
	Attn: David Gossett

If to Credit Parties, to	Atlantic Blue Group, Inc.
	P.O. Box 1318
	Lake Wales, Florida 33859-1318
	Attn: J.D. Alexander, Chief Executive Officer

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10.2 Waiver. No failure or delay on the part of Lender in exercising any power or right hereunder, and no failure of Lender to give Credit Parties notice of an Event of Default, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder. No modification or waiver of any provision of any Loan Document or consent to any departure by Credit Parties from any Loan Document shall in any event be effective unless the same shall be in writing, signed by Lender and Borrowers (and any other Credit Parties that may exist at that time), and such waiver or consent shall be effective only in the specific instance and for the particular purpose for which it was given.

10.3 Benefit. The Loan Documents shall be binding upon and shall inure to the benefit of Borrowers and Lender and their respective successors and assigns.

10.4 Governing Law and Jurisdiction. The Loan Documents and this Loan Agreement, unless otherwise specifically provided therein, and all matters relating thereto, shall be governed by and construed and interpreted in accordance with the laws of the State of Florida; PROVIDED HOWEVER, to the extent that the creation, validity, perfection, enforceability or priority of any lien or security interest, or the rights and remedies with respect to any lien or security interest, in the Collateral are governed by the laws of a jurisdiction other than the State of Florida, then the laws of such jurisdiction shall govern, except as superseded by applicable United States Federal Law.

10.5 Assignment, etc.

(a) Lender may assign or participate the Loan Documents, in whole or in part, to AgFirst, Farm Credit Bank, its successors and assigns, to other lending institutions, their successors and assigns, and/or any other Farm Credit institution organized under the Farm Credit Act of 1971, as amended, its successors and assigns, without any notice whatsoever to Borrowers. Credit Parties hereby authorize Lender to disclose all information (including financial) provided to Lender by such Credit Parties in connection with the Loan to any actual or prospective assignee or participant of all or part of the Loan. No Credit Party may assign the Loan Documents or any interest therein or obligation thereunder without Lender’s prior written consent.

10.6 Severability. Invalidity of any one or more of the terms, conditions or provisions of this Loan Agreement shall in no way affect the balance hereof, which shall remain in full force and effect.

10.7 Construction. Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. All references to Sections shall mean Sections of the Loan Document. The terms “herein,” “hereinbelow,” “hereunder,” and similar terms are references to the particular Loan Document in its entirety and not merely the particular Article, Section, or Exhibit

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ACA/Atlantic Blue Group, Inc., et al

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in which any such term appears. Captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of the Loan Document nor the intent of any provision thereof. All references to any Loan Document shall include all amendments, extensions, renewals, restatements or replacements of the same. The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without being limited to” and “Real Estate”, “Real Property Collateral” and “Collateral” shall be construed as if followed by the phrase “or any part thereof”. No inference in favor of any party shall be drawn from the fact that such party has drafted any portion of the Loan Document. In the event of any inconsistency between the terms of the Loan Agreement and any other Loan Document (with the exception of the Note which shall control), the terms of the Loan Agreement shall control, provided that any provision of any Loan Document, other than the Loan Agreement, which imposes additional Obligations upon Borrowers or provides additional rights or remedies to Lender shall be deemed to be supplemental to, and not inconsistent with, the Loan Agreement.

10.8 Execution in Counterparts. All Loan Documents may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument, and in making proof of the Loan Document, it shall not be necessary to produce or account for more than one such counterpart.

10.9 Examinations/Communications. Lender’s examinations, inspections, or receipt of information pertaining to the matters set forth in the Loan Documents shall not in any way be deemed to reduce the full scope and protection of the Loan Documents or the Obligations of the Credit Parties arising under the Loan Documents. Credit Parties agree that Lender shall have no duty or obligation of any nature to (i) make any investigation, inspection or review regarding any Collateral at any time, with any such investigation that is undertaken being solely for the benefit of Lender; or (ii) communicate in any manner with any Credit Party irrespective of the fact that Lender’s information, or lack thereof, could be material to such Credit Party’s actions with respect to the Obligations.

10.10 No Third Party Beneficiaries. The Loan Documents are entered into for the sole benefit of Credit Parties, their successors and assigns, and no third party shall be deemed to have any privity of contract nor any right to rely on any Loan Document to any extent or for any purpose whatsoever, nor shall any other person have any right of action of any kind hereof or be deemed to be a party beneficiary.

10.11 No Participation. Nothing in the Loan Documents, and no action or inaction whatsoever on the part of Lender through the Closing Date, shall be deemed to make Lender a partner or joint venturer with any Credit Party, and the Credit Parties indemnify and hold Lender harmless from and against any and all claims, losses, causes of action, expenses (including attorneys’ fees) and damages arising from the relationship between Lender and any Credit Party being construed as or related to be anything other than that of creditor and debtor. This provision shall survive the termination of all Loan Documents.

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10.12 Confirmation of Status. Upon request of Lender from time to time, Credit Parties shall also confirm in writing the status of the Loan, and the Obligations, and provide other information reasonably requested by Lender.

10.13 Limitation of Damages. Credit Parties and Lender mutually agree that no Party shall be liable to the other for incidental, consequential or speculative damages arising from any breach of contract, tort or other wrongful conduct in connection with the negotiation, documentation, administration, or collection of the Loan, but only for the actual direct loss suffered by said Party.

10.14 Costs, Expenses and Attorneys’ Fees. Credit Parties shall pay to Lender immediately upon demand the full amount of all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, costs of experts and all other expenses, incurred by Lender (a) in connection with the negotiation and preparation of this Loan Agreement and each of the other Loan Documents and any future modifications, renewals, restatements and replacements thereof (for which legal fees shall be determined at that time) (b) upon the occurrence of an Event of Default, or of circumstances which, if left uncured, would result in an Event of Default, the costs of additional appraisals, environmental studies, title insurance, survey updates and legal reviews, such costs to be incurred for reasonable cause, (c) the perfection, preservation, protection and continuation of the liens and security interest granted Lender in the Collateral and the custody, preservation, protection, repair and operation of any of the Collateral, (d) the pursuit by Lender of its rights and remedies under the Loan Documents and applicable law, (e) for payment of taxes (including, but not limited to, documentary stamp taxes, intangibles taxes, and any penalties or fines related to failure to pay such amounts timely), expenses, costs or other amounts levied, incurred or related to the Loan and the recordation of any Loan Documents, and (f) defending any counterclaim, cross-claim or other action, or participating in any bankruptcy proceeding, mediation, arbitration, litigation or dispute resolution of any other nature involving Lender or any Credit Party or any Collateral and relating to the Loan, except to the extent Lender has been adjudicated to have engaged in wrongful conduct.

10.15 Further Assurances. At any time after the Closing Date, each Credit Party, at the request of Lender, shall execute and deliver such further documents and agreements and take such further actions as Lender reasonably deems necessary or appropriate to permit each transaction contemplated by the Loan Documents to be consummated in accordance with the provisions thereof and to perfect, preserve, protect and continue all liens, security interests and rights of Lender under the Loan Documents, financing statements, continuation statements, new or replacement Note, and/or agreements supplementing, extending or otherwise modifying the Note, this Loan Agreement, or the Stock Pledge Agreement, and certificates as to the amount of the indebtedness evidenced by the Note. Each Credit Party herein irrevocably with full power of substitution constitutes and appoints Lender as its attorney-in-fact, such appointment being coupled with an interest with the right to enforce Lender’s rights with respect to the above further assurances. Lender shall file any document necessary to release the Liens on the Collateral described herein, including, without limitation, appropriate UCC termination

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ACA/Atlantic Blue Group, Inc., et al

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statements, upon the repayment in full of all Obligations and the earlier of (i) the termination of the RLOC Commitment and (ii) the RLOC Maturity Date.

10.16 Incorporation by Reference. This Loan Agreement is incorporated by reference into various Loan Documents, and shall govern each and every Loan Document. In executing any Loan Document, the signatories thereto other than Lender expressly agree to be bound by all provisions of this Loan Agreement pertaining to the Credit Parties in their various capacities.

10.17 Integration. This Loan Agreement and the Loan Documents supersede any and all prior expressions, written or oral (including, but not limiting to any commitment letter or term sheets), among the Parties related to, describing or governing the terms of, the Loans and any transaction related thereto.

10.18 Time of the Essence. Time is of the essence to all Loan Documents.

10.19 Confidential Information. For purposes of this paragraph, the term “Confidential Information” means any and all information that the Borrowers furnish to Lender (on its own behalf or on behalf of any Subsidiaries created subsequent to the date hereof), other than information that: (a) is now or subsequently becomes generally available to the public through no fault or breach on the part of the Parties hereto; (b) Lender can demonstrate to have had rightfully in its possession prior to disclosure by the Borrowers; (c) Lender can demonstrate was independently developed without the use of any Confidential Information; or (d) Lender rightfully obtains from a third party who has the right to transfer or disclose it. Lender shall not disclose any Confidential Information to any other party without the prior written consent of the Borrowers, other than: (i) to Lender’s officers, directors, employees, agents and advisors, who need to review the Confidential Information for purposes of this Loan Agreement and any related matters; (ii) as contemplated by Section 10.5 hereof, to additional lending institutions, and then only if such institutions have been informed of this provision and agree to comply with the obligations contained herein as if binding on them directly, and (iii) as required by law or judicial process.

11. Additional Provisions. Riders attached hereto are hereby incorporated into this Loan Agreement as if set forth verbatim.

[Signature Page Attached]

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IN WITNESS WHEREOF, the parties hereto have executed this Loan Agreement under seal as of the date first above written.

	BORROWERS:

	ATLANTIC BLUE GROUP, INC., a Florida Corporation

	By:	/s/ JD Alexander
		JD Alexander, President


	ALICO HOLDING, LLC, a Nevada limited liability company

	By:	/s/ JD Alexander
		JD Alexander, Manager

	By:	/s/ Ben R. Adams, Jr.
		Ben R. Adams, Jr., Manager


	BLUE HEAD RANCH, LLC, a Florida limited liability company

	By:	/s/ JD Alexander
		JD Alexander, Manager


	BLUE HEAD FARMS, LLC, a Florida limited liability company

	By:	/s/ JD Alexander
		JD Alexander, Manager


	BLUE HEAD CATTLE, LLC, a Florida limited liability company

	By:	/s/ JD Alexander
		JD Alexander, Manager

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ACA/Atlantic Blue Group, Inc., et al

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	TRI-COUNTY GROVE, LLC, a Florida limited liability company

	By:	/s/ JD Alexander
		JD Alexander, Manager


	PHOENIX INDUSTRIES, LLC, a Florida limited liability company

	By:	/s/ JD Alexander
		JD Alexander, Manager


	ATLANTICBLUE WAREHOUSING, LLC, a Florida limited liability company

	By:	/s/ JD Alexander
		JD Alexander, Manager


	BLUE BOX STORAGE, LLC, a Florida limited liability company

	By:	/s/ JD Alexander
		JD Alexander, Manager


	FOOTMAN TRAIL, LLC, a Florida limited liability company

	By:	/s/ JD Alexander
		JD Alexander, Manager

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ACA/Atlantic Blue Group, Inc., et al

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	GUARANTORS:

	ATLANTICBLUE HOSPITALITY (Lakeville), LLC, a Florida limited liability company

	By:	/s/ JD Alexander
		JD Alexander, Manager


	ATLANTICBLUE HOSPITALITY (CAS), LLC, a Florida limited liability company

	By:	/s/ JD Alexander
		JD Alexander, Manager


	ATLANTICBLUE DEVELOPMENT, INC. a Florida corporation

	By:	/s/ Lisa Rath Jensen
		Lisa Rath Jensen, President

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	LENDER:

	FARM CREDIT OF SOUTHWEST FLORIDA, ACA for itself and as agent/nominee for other lending institutions having an interest, direct or indirect, in the Loans from time to time

		/s/ Greg A. Carlton
	By:	Greg A. Carlton
	Its:	Vice President

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EX-99.11 3 abg_ex10-1.htm EXHIBIT 99.11 abg_ex10-1.htm

Exhibit 99.11

STOCK PLEDGE AGREEMENT

THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") is made and dated this 24th day of September 2008, by Alico Holding, LLC (herein called the "Pledgor") to Farm Credit of Southwest Florida, ACA, an agricultural credit association for itself and as agent/nominee for other lending institutions having an interest, direct or indirect, in the Loan (as defined hereinbelow) from time to time (herein called the "Pledgee").

Preliminary Statement

The Pledgee has agreed, among other things, to extend a revolving line of credit loan to 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") (the "Loan") having an aggregate principal amount of up to $20,000,000 pursuant to the terms and conditions of that certain promissory note from Borrowers (herein as amended, modified, renewed, extended, or restated, from time to time, called the "Note") dated of even date herewith and a Loan Agreement among Borrowers and Pledgee dated of even date herewith (the "Loan Agreement"). As a condition of making the Loan to the Borrowers, the Pledgee (also one of the Borrowers) has required this pledge of stock from Pledgor. Without this stock pledge, the Pledgee would be unwilling to make the Loan to the Borrowers. All terms not otherwise defined herein are used with the same meaning as set forth in the Loan Agreement or if not defined therein, the Note.

NOW, THEREFORE, for and in consideration of the sum of Three Dollars ($3.00) and the mutual promises hereinafter and other valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Pledgor does hereby grant unto the Pledgee the security interests hereinafter described in accordance with the terms and conditions hereinafter set forth:

1. Grant of Security Interest. Pledgor hereby pledges and grants to Pledgee a security interest in the property described in Paraqraph 2 below (collectively and severally, the "Collateral") to secure payment and performance of all obligations of Borrowers to Pledgee arising out of or related to the above described Note and Loan Agreement, or any other extension of credit, including, but not limited to, payment of all or any amounts now or hereafter due or owed Pledgee by Borrowers (collectively and severally, the "Obligations").

2. Collateral. The Collateral shall consist of the following:

(a) See Exhibit A attached hereto and made a part of (herein called "Pledged Shares"), all voting and other rights now or hereafter exercisable in connection with such Pledged Shares, and all cash and non-cash dividends and all other property now or hereafter receivable with respect to any of the Pledged Shares;

(b) all proceeds of the foregoing Collateral.

For purposes of this Pledge Agreement, the term "proceeds" includes whatever is receivable or received when Collateral or proceeds is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary.

3. Obligations. The Obligations of Pledgor secured by this Pledge Agreement shall include any and all debts, obligations and liabilities of Borrowers to Pledgee, whether now existing or hereafter arising, absolute or contingent, joint or several, including without limitation, the Loan and all interest, fees, and expenses related thereto, including costs and fees resulting from collection.

4. Representations and Warranties. Pledgor hereby represents and warrants that:

(a) Pledgor is the record and beneficial owner of and has good and marketable title to the Collateral and that no other person has any right, title, claim or interest (by way of security interest or other lien or charge or otherwise) in, against or to the Collateral; and

(b) The Pledged Shares have been validly issued and are fully paid and non-assessable.

5. Covenants of Pledgor. Pledgor hereby agrees (a) to do all acts that may be necessary to maintain, preserve and protect the Collateral; (b) to procure, execute and deliver from time to time any endorsements, assignments, and other writings deemed necessary or appropriate by Pledgee to perfect, maintain and protect its security interest hereunder and priority thereof and to deliver promptly to Pledgee all originals of Collateral or proceeds consisting of instruments and chattel paper; (c) to appear in and defend any action or proceeding which may affect its title to or Pledgee's interest in the Collateral; (d) to keep separate, accurate and complete records of the Collateral and to provide Pledgee with such records and such other reports and information relating to the Collateral as Pledgee may request from time to time.

6. Authorized Action by Pledgee. Pledgee shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

7. Administration of the Pledged Shares. In addition to any provisions of this Pledge Agreement which govern the administration of the Collateral generally, the following provisions shall govern the administration of the Pledged Shares:

(a) Until there shall have occurred an Event of Default (as defined in Paragraph 8), Pledgor shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, or any document or instrument delivered or to be delivered by Pledgor pursuant to or in connection with the Loan and, except as provided in Paragraph 7(b) below, to receive all dividends paid with respect to the Pledged Shares. If there shall have occurred and be continuing an Event of Default and Pledgee shall have notified Pledgor that Pledgee desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor hereby grants to Pledgee an irrevocable proxy for the Pledged Shares pursuant to which proxy the Pledgee shall be entitled to vote or consent, in its discretion, and in such event Pledgor agrees to deliver to Pledgee such further evidence of the grant of such proxy as Pledgee may request.

(b) In the event that at any time or from time to time after the date hereof, Pledgor, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividend or any other distribution whether in securities or property by way of stock-split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and Pledgor, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect of such Pledged Shares, then and in each such case, Pledgor shall deliver to Pledgee and Pledgee shall be entitled to receive and retain all such securities or property as part of the Pledged Shares as security for the payment and performance of the Obligations; provided, however, that until there shall have occurred an Event of Default, Pledgor shall be entitled to retain any cash dividends paid on account of the Pledged Shares and shall be entitled to retain any property, provided that Pledgor shall furnish to Pledgee evidence satisfactory to Pledgee that said property will be Collateral secured by this Pledge Agreement.

(c) Upon the occurrence of an Event of Default and so long as such Event of Default shall be continuing, Pledgee is authorized to sell the Pledged Shares, and if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons or entities who (I) will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or sale of any of the Pledged Shares; and (ii) satisfy the offeree and purchaser requirements for a valid private placement transaction under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and under Securities and Exchange Commission Regulation D, or under any similar or successor statute, rule or regulation. Pledgor agrees that disposition of the Pledged Shares pursuant to any private sale made as provided above may be at prices and on other terms less favorable than if the Pledged Shares were sold at public sale, and that Pledgee has no obligation to delay the sale of any Pledged Shares for the period of time necessary to permit the registration of the Pledged Shares for public sale under the Act. Pledgor agrees that a private sale or

sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. In the event that there is a public market for the Pledged Shares and Pledgee elects to sell the Pledged Shares, or part of them, in a public sale, Pledgor shall use his best effort to register and qualify the Pledged Shares, or applicable part thereof, under the Act and all state Blue Sky or securities laws required by the proposed terms of sale and all expenses thereof shall be payable by Pledgor, including, but not limited to, all costs of (a) registration or qualification of, under the Act or any state Blue Sky or securities laws or pursuant to any applicable rule or regulation issued pursuant thereto, any Pledged Shares, and (b) sale of such Pledged Shares, including, but not limited to, brokers' or underwriters' commissions, fees or discounts, accounting and legal fees, costs of printing and other expenses of transfer and sale.

(d) (If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares, or any part thereof, Pledgor will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use his best efforts to secure the same.

Nothing contained in this Paragraph 7 shall be deemed to limit the other obligations of Pledgor contained in the Loan Agreement, the Note or this Pledge Agreement and the rights of Pledgee hereunder or thereunder.

8. Default and Remedies. Pledgor shall be deemed in default under this Pledge Agreement in the event Borrowers fail to pay, when due, any sums due or hereafter owed to Pledgee under the terms of the Note, Pledgor fails to meet its obligations hereunder, or an Event of Default shall have occurred under the Loan Agreement, the Note or any other Loan Document (collectively herein referred to as the "Event of Default"). Upon the occurrence of any such Event of Default, Pledgee may, at its option, and without notice to or demand on Pledgor and in addition to all rights and remedies available to Pledgee as provided in this Pledge Agreement, do any one or more of the following: (a) enforce Pledgee's security interest in any manner permitted by law, or provided for in this Pledge Agreement; (b) as punished by law, sell, or otherwise dispose of any Collateral at one or more public or private sales, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery; (c) recover from Pledgor all costs and expenses, including without limitation, reasonable attorneys' fees, incurred or paid by Pledgee in exercising any right, power or remedy provided by this Pledge Agreement or by law; and (d) recover from Pledgor any deficiency remaining following such disposition. Pledgor shall be given five (5) days prior notice of the time and place of any public sale of any Collateral or of the time after which any private or other intended disposition of any Collateral is to be made. Upon any sale or other disposition pursuant to this Pledge Agreement, Pledgee shall have the right to deliver,

assign and transfer to the purchaser thereof the Collateral or portion thereof so sold or disposed of to the extent permitted by law.

9. Cumulative Rights. The rights, powers and remedies of Pledgee under this Pledge Agreement shall be in addition to all rights, powers and remedies given to Pledgee by virtue of any statute or rule of law, or any other agreement, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing Pledgee's security interest in the Collateral.

10. Waiver. Any forbearance, failure or delay by Pledgee in exercising any right, power or remedy shall not preclude the further exercise thereof, and every right, power or remedy of Pledgee shall continue in full force and effect until such right, power or remedy is specifically waived in a writing executed by Pledgee. Pledgor waives any right to require Pledgee to proceed against any person or to exhaust any Collateral or to pursue any remedy in Pledgee's power.

11. Set-Off. Pledgor agrees that Pledgee may exercise its rights of set-off with respect to the Obligations in the same manner as if the Obligations were unsecured.

12. Binding Upon Successors. All rights of Pledgee under this Pledge Agreement shall inure to the benefit of its successors and assigns, and all obligations of Pledgor shall bind himself, his heirs, executors, administrators, successors and assigns.

13. Entire Agreement; Severability. This Pledge Agreement contains the entire security agreement between Pledgee and Pledgor. If any of the provisions of this Pledge Agreement shall be held invalid or unenforceable, this Pledge Agreement shall be construed as if not containing those provisions and the rights and obligations of the parties hereto shall be construed and enforced accordingly.

14. Choice of Law. This Pledge Agreement shall be construed in accordance with and governed by the laws of the State of Florida and, where applicable and except as otherwise defined herein, terms used herein shall have the meanings given them in the Florida Uniform Commercial Code.

15. Notice. All demands, notices and other communications provided for hereunder shall be in writing and addressed to the respective party at the address of such party specified below, or to each party at such other address as shall be designated by such party in a written notice to each other party. All such demands, notices and other communications shall be effective at the times provided in the Note for notices thereunder.

EXECUTED under seal as of the date first written above.

Notice Address:	Pledgor:

	Alico Holding, LLC, a Nevada limited
	liability company (Seal)

	By:	/s/ JD Alexander
		JD Alexander, Manager

	By:	/s/ Ben R. Adams, Jr.
		Ben R. Adams, Jr., Manager


Notice Address:	Pledgee:

330 North Brevard Avenue Arcadia, Florida 34266	Farm Credit of Southwest Florida, ACA, for itself and as agent/nominee for other lending institutions having an interest, direct or indirect, in the Loans from time to time (Seal)


		/s/ Greg A. Carlton
	By:	Greg A. Carlton
	Its:	Chief Operations Officer/Executive Vice President

Exhibit A

to Security Agreement

Number of Shares	Stock Name	CUSIP	Stock No.	Owner(s) Name
100,000	Alico, Inc.	016230 10 4	AB00024836	Alico Holding, LLC
100,000	Alico, Inc.	016230 10 4	AB00024837	Alico Holding, LLC
100,000	Alico, Inc.	016230 10 4	AB00024838	Alico Holding, LLC
100,000	Alico, Inc.	016230 10 4	AB00024839	Alico Holding, LLC
100,000	Alico, Inc.	016230 10 4	AB00024840	Alico Holding, LLC
100,000	Alico, Inc.	016230 10 4	AB00024841	Alico Holding, LLC
100,000	Alico, Inc.	016230 10 4	AB 24429	Alico Holding, LLC
100,000	Alico, Inc.	016230 10 4	AB 24430	Alico Holding, LLC