EX-10.39 4 alicoraborloc7thamendmente.htm EXHIBIT 10.39
SEVENTH AMENDMENT TO CREDIT AGREEMENT
This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "A mendment"),
is dated as September 26, 2018, by and among ALICO, INC., a Florida corporation ("Alico" ), ALICO-AGRI, LTD. , a Florida limited partnership ("Alico-Agri'' ), ALICO PLANT WORLD, L.L.C., a Florida limited liability company ("Plant World"), ALICO FRUIT COMPANY, LLC, a Florida limited liability company ("Fruit Company"), ALICO LAND DEVELOPMENT INC., a Florida corporation ("Land Development' ), ALICO CITRUS NURSERY, LLC, a Florida limited liability company (" Citrus Nursery", and together with Alico, Alico-Agri, Plant World, Fruit Company and Land Development , each a "Borrower" and collectively the "Borrowers"), the Guarantors party hereto and RABO AGRIFINANCE LLC (formerly known as Rabo Agrifinance, Inc.), a Delaware limited liability company ("Lender").
W I T N E S S E T H:
WHEREAS, Borrowers and Lender are parties to that certain Credit Agreement dated as of December 1, 2014, as amended by that certain First Amendment to Credit Agreement and Consent dated as of February 26, 2015 , that certain Second Amendment to Credit Agreement dated as of July I 6 , 2015 , that certain Third Amendment to Credit Agreement dated as of September 30, 2016, that certain Consent and Waiver Agreement dated as of December 20, 2016, that certain Fourth Amendment to Credit Agreement dated as of September 6, 2017, that certain Fifth Amendment to Credit Agreement dated as of October 30, 2017, and that certain Sixth Amendment Consent and Waiver to Credit Agreement dated as of July 18, 2018 (as may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement" ); and
WHEREAS, Borrower s have requested that Lender amend the Credit Agreement to extend the Revolving Credit Maturity Date to November 1, 2021; and
WHEREAS, Lender i s willing to agree to the requested amendment on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good and va luable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that all capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement, and further agree as follows:
I. Amendment to Credit Agreement. Section 1.1 of the Credit Agreement, Defined Terms, i s h ere by modified and amended by del et in g the definition of "R evo lving Credit Maturity Date" set forth therein in its entirety and inserting in lieu thereof the following:
""Revolving Credit Maturity Date" mean s November 1, 2021."
2.No Other Amendments. Except as expressly set forth above, the execution, delivery and effectiveness of this Amendment shall not operate as an amendment, modification or waiver of any right, power or remedy of Lender under the Credit Agreement or any of the

other Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any of the other Loan Documents. Except for the amendment set forth above, the text of the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect and each Borrower and each Guarantor hereby ratifies and confirms its obligations thereunder. This Amendment shall not constitute a modification of the Credit Agreement or any of the other Loan Documents or a course of dealing with Lender at variance with the Credit Agreement or the other Loan Documents such as to require further notice by Lender to require strict compliance with the terms of the Credit Agreement and the other Loan Documents in the future. Each Borrower and each Guarantor acknowledges and express l y agrees that Lender reserves the right to, and does in fact, require strict compliance with all terms and provisions of the Credit Agreement and the other Loan Documents, as amended herein.
3.Representations and Warranties. In consideration of the execution and delivery of this Amendment by Lender, each Borrower and each Guarantor hereby represents and warrants in favor of Lender as follows:
(a) The execution, delivery and performance by each Borrower and each Guarantor of this Amendment (i) are all within such Borrower ' s corporate, limited liabi lity company or other similar powers, as applicable, (ii) have been duly authorized,
(iii) do not require any consent, authorization or approval of, registration or filing with, notice to, or any other action by, any Governm e ntal Authority or any other Person, except for such as have been obtained or made and are in full force and effect, (iv) will not violate any applicable l aw or regulation or the Organizational Documents of such Borrower or Guarantor, (v) will not violate or result in a default under any material agreement binding upon such Borrower or Guarantor, (vi) will not conflict with or result in a breach or contravention of, any material order, injunction , writ or decree of any Governmental Authority or any arbitral award to which such Borrower or Guarantor is a party or affecting such Borrower or Guarantor or their respective properties, and
(vii) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of such Borrower or Guarantor or any of their respective properties;
(b) This Amendment has been duly executed and delivered by each Borrower and each Guarantor, and constitutes the le gal, valid and binding obligations of each such Borrower or Guarantor enforceable against each Borrower and each Guarantor in accordance with its ten11S, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorgani z ation, moratorium or similar la ws of general applicability affecting the enforcement of creditors' rights and (ii) the application of genera l principles of equity (regardles s of whether such enforceability is considered in a proceeding in equity or at l aw);
(c) A s of the date hereof and after giving effect to this Amendment, the representations and warranties made by or with respect to any Borrower or Guarantor under the Credit Agreement and the other Loan Documents, are true and correct in all material respect s (unless any such representation or warranty is qualified as to materiality or as to Material Adver se E ffect, in which case such representation and warranty shall be

true and correct in all respects), except to the extent previously fulfilled with respect to specific prior dates;
(d) Immediately after giving effect hereto, no event has occurred and is continuing which constitutes a Default or an Event of Default or would constitute a Default or an Event of Default but for the requirement that notice be given or time elapse or both; and
(e) No Borrower or Guarantor has knowledge of any challenge to Lender's claims arising under the Loan Documents, or to the effectiveness of the Loan Documents.
4.Effectiveness. This Amendment shall become effective as of the date set forth above (the "Amendment Effective Date" ) upon Lender's receipt of each of the following, in each case in form and substance satisfactory to Lender:
Lender;

(a) | this Amendment duly executed by each Borrower, Guarantor and

(b) | the Third Renewal Promissory Note in the form attached hereto;

(c)the written consent of each of MetLife and New England Life Insurance Company to the extension of the Revolving Credit Maturity Date;

(d) | payment to Lender of a renewal fee in the amount of $17,500; and

(e)all other documents, certificates, reports, statements, instruments or other documents as Lender may reasonably request.
5.Costs and Expenses. Each Borrower agrees to pay on demand all costs and expenses of Lender in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be deli v ered hereunder (including, without limitation , the fees and out-of-pocket expenses of counsel for Lender with respect thereto).
6.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Deli very of a signature page hereto by facsimile transmi ss ion or by other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.
7.Reference to and Effect on the Loan Documents. Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to "this Agreement ", "hereunder", "hereof ' or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to "the C redit Agreement", "thereunder", thereof' or words of like import

referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.
8.Governing Law. This Amendment shall be deemed to be made pursuant to the laws of the State of Florida with respect to agreements made and to be performed wholly in the State of Florida and shall be con s trued, interpreted, performed and enforced in accordance therewith.
9.Final Agreement. This Amendment represents the final agreement between Borrowers, Guarantors and Lender as to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the partie s.
10. Loan Document. This Amendment shall be deemed to be a Loan Document for all purposes.
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IN WITNESS WHEREOF, the parties hereto have caused their respecti ve duly authorized officers or representatives to execute and deliver this Amendment as of the day and year fir s t above written.
BORROWERS: ALICO, INC., a Florida corporation
By:
Name: John E. Kiernan
Tit le: Chief Financial Officer
ALICO-AGRI, LTD., a Florida limited partnership

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

By: | Name: John E. Kiernan

Title: Chief Financial Officer
ALICO PLANT WORLD, L.L.C., a Florida
limited liability company
By: Alico-Agri, Ltd., a Florida limited partnership, its Sole Member
By: Alico, Inc., a Florida corporation, its General Partner
By:
Name: John E. Kiernan
Title : Chief Financial Officer

ALICO FRUIT COMPANY, LLC, a Florida
limited liability company

By: | Alico, Inc., a Florida corporation, its Managing Member

By:
Name John E. Kiernan
Title· Chief Financial Officer
ALICO LAND DEVELOPMENT INC., a
Florida corporation
By:
Name: John E. Kiernan
Title: Chief Financial Officer
ALICO CITRUS NURSERY, LLC, a Florida
limited liability company

By: | Alico, Inc., a Florida corporation, its Managing Member

By:
Name: John E. Kiernan
Title: Chief Financial Officer

GUARANTORS: 734 CITRUS HOLDINGS, LLC
By: ALICO, INC., as its sole member
By:
Name: John E. Kiernan
Title: Chief Financial Officer
734 HARVEST, LLC
By:
Name: John E. Kiernan
Title: Chief Financial Officer
734 CO-OP GROVES, LLC
By:
Name: John E. Kiernan
Title: Chief Financial Officer

734 LMC GROVES, LLC

By: | Name: John E. Kiernan

Title: Chief Financial Officer
734 BLP GROVES, LLC
B y:
Name: John E. Kiernan
Title: Chief Financial Officer
ALICO CHEMICAL SALES, LLC
By:
Name: John E. Kiernan
Title: Chief Financial Officer

ALICO SKINK MITIGATION, LLC
By: Alico, Inc., its Manager
By:
Name: John E. Kiernan
Title: Chief Financial Officer
ALICO FRESH FRUIT LLC
By:
Nam e: John E. Kiernan
Tit le: Chief Financial Officer

LENDER: RABO AGRIFINANCE LLC,
a Delaware limited liability company
By:____Bryan L. Byrd
Name: Bryan L. Byrd
Title: Vice President