Exhibit 10.2
FARM CREDIT OF SOUTHWEST FLORIDA,
ACA
TERM LOAN NOTE
$50,000,000.00
Arcadia, Florida
September 3, 2008
Loan Number 075 085457846-06
FOR VALUE RECEIVED, ALICO,
INC. , a FLORIDA CORPORATION (“ BORROWER ”)
PROMISES TO PAY TO THE ORDER OF FARM CREDIT OF SOUTHWEST
FLORIDA, ACA , FOR ITSELF AND AS AGENT/NOMINEE FOR OTHER
LENDING INSTITUTIONS HAVING AN INTEREST, DIRECT OR INDIRECT, IN
THIS TERM LOAN NOTE (THE “ NOTE ”) AND ALL
DOCUMENTS, INSTRUMENTS AND AGREEMENT PERTAINING THERETO, ITS
SUCCESSORS AND/OR ASSIGNS (hereinafter called “ Lender
”), at the office of Lender at 330 North Brevard Avenue,
Arcadia, Florida 34266, or at such other place as the holder may
designate in writing, on the Term Loan Maturity Date (as defined in
the Amended and Restated Loan Agreement between Borrower,
Guarantors named therein and Lender, dated May 26, 2006, as
amended on August 30, 2007, on February 26,
2008, March 25, 2008, and on even date herewith
(collectively, the “ Loan Agreement ”)) in
immediately available funds the principal sum of Fifty Million and
No/100 Dollars ($50,000,000.00). Lender is hereby irrevocably
authorized by Borrower to record the amount outstanding from time
to time of the Term Loan (as defined in the Loan Agreement)
together with the applicable interest, and notations of payments of
interest and/or principal received by Lender in respect thereof,
which recordation shall, in the absence of manifest error, be
conclusive. Any Event of Default under the Loan Agreement is an
event of default under the terms of this Note. Except as expressly
provided herein, all terms used in this Note shall have the same
meaning as used in the Loan Agreement.
Interest
. The principal amount hereof from
time to time outstanding and unpaid shall bear interest from and
including the date hereof until payment thereof in full. Subject to
provisions set forth herein for the increase in the applicable
interest rate upon the occurrence of an Event of Default, interest
hereunder shall accrue at a fixed rate of 6.79 percent per annum;
provided however, that payment of any principal outstanding under
this Note prior to the maturity thereof, whether by acceleration or
otherwise, shall be subject to a mark-to-market prepayment premium
equal to the Lender’s
