LOAN
CLOSING STATEMENT AND DISBURSEMENT SHEET
(SHOWING
THE ACTUAL PREPAYMENT PREMIUM AND
REVISED
PAYOFF AMOUNTS WITH CORRESPONDING CHANGES
TO
AFFECTED FIGURES AND NOTES)
DEAN,
MEAD, EGERTON, BLOODWORTH, CAPOUANO & BOZARTH, P.A.
800 North
Magnolia Avenue, Suite 1500
Orlando,
Florida 32803
BORROWERS:
ALICO, INC., a Florida corporation; ALICO-AGRI, LTD., a Florida limited
partnership; ALICO PLANT WORLD, L.L.C., a Florida limited liability company;
BOWEN BROTHERS FRUIT, LLC, a Florida limited liability company; and ALICO LAND
DEVELOPMENT, INC., a Florida corporation
LENDER: RABO
AGRIFINANCE, INC.
DATE: September
8, 2010
PROPERTY: See
Exhibit A, attached hereto and made a part hereof
PRINCIPAL
AMOUNT OF REAL ESTATE TERM
LOAN:
40,000,000.00
PRINCIPAL
AMOUNT OF REAL ESTATE LINE OF CREDIT
LOAN:
60,000,000.00
____________
MAXIMUM
TOTAL LOAN
COMMITMENT:
100,000,000.00
____________
____________
BORROWERS'
EXPENSES:
1. Documentary
Stamps on Real Estate Term Loan
Note
140,000.00
2. Documentary
Stamps on Real Estate Line of Credit
Note 210,000.00
3. Intangible
Tax on Florida Mortgage, Security Agreement and Financing
Statement
200,000.00
4. Recording
Fee on Florida Mortgage, Security Agreement and Financing
Statement (Hendry
County) (53
pages)
452.00
5. Recording
Fee on Florida Mortgage, Security Agreement and Financing
Statement (Collier
County) (53
pages)
452.00
6. Recording
Fee on Florida Mortgage, Security Agreement and Financing
Statement (Polk
County) (53
pages)
452.00
7. Recording
Fee on Uniform Commercial Code Financing Statement
Form
UCC-1 (Hendry County) (34
pages)
290.50
8. Recording
Fee on Uniform Commercial Code Financing Statement
Form
UCC-1 (Collier County) (34
pages)
290.50
9. Recording
Fee on Uniform Commercial Code Financing Statement
Form
UCC-1 (Polk County) (34
pages)
290.50
10. Filing
Fee on Uniform Commercial Code Financing Statement
Form
UCC-1 (State) (33
pages)
137.00
BORROWERS'
EXPENSES - CONTINUED:
11. Reimbursement
of Appraisal Fee to
Lender
69,500.00
12. Title
Search
Fee
3,600.00
13. Title
Premiums 227,457.50
(a)
Loan
Policy:
206,325.00
(b)
Variable Rate
Endorsement: 100.00
(c)
Revolving Credit
Endorsement: 100.00
(d)
Additional Interest
Endorsement: 100.00
(e)
Environmental Protection Lien
Endorsement: 100.00
(f)
Waiver of Arbitration
Endorsement 100.00
(g)
Florida Form 9
Endorsement: 20,632.50
14. Paydown
Term Loan held by Farm Credit of SWFL Florida,
ACA
45,628,882.53
(a) Principal
Reduction:
41,995,856.91
(b) Interest
through
9/8/10: 539,053.93
(c) Prepayment
Penalty as of
9/8/10 3,093,971.69
15. Payoff
Line of Credit Loan held by Farm Credit of SWFL
Florida,
ACA
26,216,638.20
(a) Principal
Balance:
26,102,435.00
(b) Interest
through
9/8/10:
114,203.20
16. Record
Partial Release of Mortgage (4
pages)
35.50
17. Filing
Fees for UCC-3 (2
pages)
15.00
18. Lender's
Attorneys' Fees - Shutts & Bowen,
LLP
42,500.00
19. Reimbursement
for UCC Search Fees to Shutts & Bowen,
LLP
292.50
20. Miscellaneous
Costs to Shutts & Bowen,
LLP
300.00
21. Borrowers'
Attorneys' Fees and Costs - Dean
Mead POC
22. Contingency
for Additional Recording Fees and Other
Fees
500.00
___________
TOTAL
EXPENSES
72,742,085.73
___________
___________
RECEIPTS
1. From
Lender at Closing - Loan Proceeds from Term
Loan
40,000,000.00
2. From
Lender at Closing - Loan Proceeds from Line of Credit Loan
($27,000,000.00
remains undisbursed)
33,000,000.00
___________
TOTAL
RECEIPTS
73,000,000.00
___________
___________
DISBURSEMENTS
1. CLERK
OF CIRCUIT COURT HENDRY COUNTY
(Recording, Documentary
Stamps, and Intangible
Tax) 550,742.50
2. CLERK
OF CIRCUIT COURT COLLIER COUNTY
(Recording
Fees)
742.50
3. CLERK
OF CIRCUIT COURT POLK COUNTY
(Recording
Fees)
742.50
4. FLORIDAUCC,
INC.
(UCC-1
Filing Fee -
State) 137.00
5. RABO
AGRIFINANCE, INC.
(Reimbursement
of Appraisal
Fee)
69,500.00
6. FIRST
AMERICAN TITLE INSURANCE COMPANY
(Title
Search
Fee)
3,600.00
7. FIRST
AMERICAN TITLE INSURANCE COMPANY
and
DEAN, MEAD, EGERTON, BLOODWORTH, CAPOUANO
&
BOZARTH, P.A.
(Title
Premiums for Loan Policy and
Endorsements) 227,457.50
8. FARM
CREDIT OF SW FLORIDA
(Paydown
on Term
Loan)
45,628,882.53
9. FARM
CREDIT OF SW FLORIDA
(Payoff
Line of Credit
Loan)
26,216,638.20
10. CLERK
OF COURT HENDRY COUNTY
(Recording
Fee for Partial Release of
Mortgage)
35.50
11. FLORIDAUCC,
INC.
(UCC-3
Filing
Fees)
15.00
12. SHUTTS
& BOWEN, LLP
(Lender's
Attorneys' Fees and
Costs)
42,500.00
13. SHUTTS
& BOWEN, LLP
(Reimbursement
for UCC Search
Fees)
292.50
14. SHUTTS
& BOWEN, LLP
(Miscellaneous
Costs) 300.00
15. DEAN,
MEAD, EGERTON, BLOODWORTH, CAPOUANO
&
BOZARTH, P.A.
(Contingency
for Additional Recording Fees and Other
Fees) 500.00
16. BORROWERS
(Net
Loan
Proceeds) 257,914.27
____________
TOTAL
DISBURSEMENTS:
73,000,000.00
____________
____________
MISCELLANEOUS
1. This
Loan Closing Statement and Disbursement Sheet has been examined and approved by
Borrowers and Lender as of the day first above written.
2. Dean,
Mead, Egerton, Bloodworth, Capouano & Bozarth, P.A. (the Closing Agent)
assumes no responsibility for the accuracy of the information furnished to it
and upon which the figures shown in this Loan Closing Statement and Disbursement
Sheet were based.
3. Borrowers
have directed the Closing Agent to disburse the funds described in item nos. 8
and 9 of the Disbursements section of this Loan Closing Statement and
Disbursement Sheet totaling $71,845,520.73 directly to Farm Credit of SWFL, ACA
(Farm Credit) by wire transfer in accordance with the wire transfer instructions
attached hereto as Exhibit B.
4. Borrowers
have authorized and directed the Closing Agent to disburse the required portion
(or all) of the funds described in paragraph 16 of the Disbursements section of
this Loan Closing Statement and Disbursement Sheet totaling $257,914.27 to pay
the additional amount due for the prepayment penalty on the Farm Credit term
loan and to wire said funds directly to Farm Credit by wire transfer in
accordance with the wire transfer instructions attached hereto as Exhibit
B. Any remaining net loan proceeds not utilized for the purpose
referred to in the preceding sentence shall be disbursed to the Borrowers by
wire transfer in accordance with the wire transfer instructions attached hereto
as Exhibit C. If and to the extent the net loan proceeds referred to
in paragraph 16 of the Disbursements section of this Loan Closing Statement and
Disbursement Sheet are insufficient to pay any additional portion of the
prepayment penalty, Borrowers shall timely pay such additional amount directly
to Farm Credit.
5. This
document may be executed in counterparts, each of which will be deemed an
original, and all of such counterparts together shall constitute one and the
same instrument. For purposes of this document, signatures delivered
by facsimile or e-mail transmission shall be as binding as originals upon the
parties so signing.
BORROWERS LENDER
ALICO,
INC., a Florida corporation
By:_/S/ JD
Alexander
Its:
Chief Executive
Officer
RABO
AGRIFINANCE, INC.
By:
/S/ Brian J.
Newcomer
Its: Executive Vice President
ALICO-AGRI,
LTD., a Florida limited partnership
By: ALICO,
INC., a Florida corporation, its
General
Partner
By:_/S/ JD
Alexander
Its:
Chief Executive Officer
ALICO
PLANT WORLD, L.L.C., a Florida limited liability company
By: ALICO,
INC., a Florida corporation, its
Manager
By: /S/ JD
Alexander
Its: Chief
Executive Officer
BOWEN
BROTHERS FRUIT, LLC, a Florida limited liability company
By: ALICO,
INC., a Florida corporation, its
Managing
Member
By:
/S/ JD
Alexander
Its:
Chief Executive Officer
ALICO
LAND DEVELOPMENT, INC., a Florida corporation
By: /S/ JD
Alexander
Its: Chief
Executive Officer