Second Amended And Restated Renewal Promissory Note

Exhibit 10.01

THIS SECOND AMENDED AND RESTATED RENEWAL PROMISSORY NOTE (" NOTE" ) AMENDS, RESTATES, RENEWS AND SUPERSEDES THAT CERTAIN AMENDED AND RESTATED RENEWAL PROMISSORY NOTE, DATED JULY 12, 2005, EXECUTED BY GINN-LA NAPLES LTD., LLLP, A GEORGIA LIMITED LIABILITY LIMITED PARTNERSHIP IN FAVOR OF ALICO-AGRI, LTD., WHICH AMENDED AND RESTATED RENEWAL PROMISSORY NOTE AMENDED, RESTATED, RENEWED AND SUPERSEDED THAT CERTAIN PROMISSORY NOTE, DATED JULY 12, 2005, EXECUTED BY GINN-LA NAPLES LTD., LLLP, A GEORGIA LIMITED LIABILITY LIMITED PARTNERSHIP IN FAVOR OF FIRST AMERICAN EXCHANGE COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY, IN THE ORIGINAL PRINCIPAL AMOUNT OF $56,610,000.00, AS ASSIGNED BY FIRST AMERICAN EXCHANGE COMPANY, LLC, TO ALICO-AGRI, LTD. PURSUANT TO THAT CERTAIN ASSIGNMENT OF MORTGAGE AND NOTE DATED OCTOBER 9, 2006, RECORDED ON OCTOBER 19, 2006, AT INSTRUMENT NO. 2006000400690 IN THE PUBLIC RECORDS OF LEE COUNTY, FLORIDA (" ORIGINAL NOTE" ). ALICO-AGRI, LTD. REPRESENTS AND WARRANTS IT IS THE CURRENT HOLDER OF THE AMENDED AND RESTATED RENEWAL PROMISSORY NOTE AND THE ORIGINAL NOTE. ALL FLORIDA DOCUMENTARY STAMP TAXES AND INTANGIBLE PERSONAL PROPERTY TAXES DUE IN CONNECTION WITH THE ORIGINAL NOTE HAVE BEEN PREVIOUSLY PAID ON THE MORTGAGE DEED SECURING THE ORIGINAL NOTE RECORDED AT OR BOOK 4795, PAGE 2848 IN THE PUBLIC RECORDS OF LEE COUNTY, FLORIDA. NO FURTHER FLORIDA DOCUMENTARY STAMP TAXES OR INTANGIBLE PERSONAL PROPERTY TAXES ARE DUE.

SECOND AMENDED AND RESTATED RENEWAL PROMISSORY NOTE Amount of Original Note: $56,610,000.00 Amount of Note: $54,552,668.20 Date of Original Note: July 12, 2005 Effective Date of the Note: September 28, 2007 Maker' s Name and Address:

GINN-LA NAPLES LTD., LLLP

Ginn Development Company

Attention: Edward R. Ginn, III

215 Celebration Place

Suite 200

Celebration, Florida 34747 Payee' s Name and Address:

ALICO-AGRI, LTD ., a Florida limited partnership

P.O. Box 338

Labelle, Florida 33975

640 S. Main Street

Labelle, Florida 33935

FOR VALUE RECEIVED, the undersigned, and if more than one, jointly and severally (the " Maker" ) promises to pay to the order of ALICO-AGRI, LTD ., a Florida limited partnership (" Payee" ), at its principal office set forth above, or at such other place as Payee may from time to time designate to the Maker in writing, in legal tender of the United States, the amount of the Note (the " Principal Amount" ) together with interest at the rates set forth below on the unpaid balance of the Principal Amount, as follows: 1. The Principal Amount remaining unpaid under this Note from time to time shall bear interest in arrears as follows: commencing on July 12, 2005, and continuing until September 27, 2009 the interest rate shall be HSH 30-day LIBOR (hereafter defined) plus 150 basis points per annum; commencing on September 28, 2009 and continuing until September 27, 2010, the interest rate shall be HSH 30-day LIBOR plus 200 basis points per annum; and commencing on September 28, 2010 and continuing until September 28, 2011 (the " Maturity Date" ), the interest rate shall be HSH 30-day LIBOR plus 250 basis points per annum. As of September 28, 2006, a portion of the interest which had accrued as of that date in the amount of One Million Seven Hundred Seventeen Thousand Six Hundred Eighty-Eight and 20/100 Dollars ($1,717,688.20) (the " Principal Addition" ) was added to the Principal Amount of the Original Note as of that date. For purposes of this Note, HSH 30-day LIBOR shall mean the 1-month HSH LIBOR rate published by HSH Associates Financial Publishers or, if such index is no longer published, another comparable 30-day LIBOR index reasonably selected by Payee. The interest rate on this Note shall be adjusted from and after the date of any change in HSH 30-day LIBOR. 2. As of September 28, 2007, all accrued interest on this Note not previously added to the Principal Amount of the Original Note in the amount of Six Million Fifty-Five Thousand and no/100 Dollars ($6,055,000.00) has been paid in full. After September 28, 2007, interest shall be payable quarterly on December 28, 2007, March 28, 2008, June 28, 2008, September 28, 2008, and each quarter thereafter until the Maturity Date and the entire Principal Amount and all interest have been paid in full. 3. Principal shall be due and payable as set forth in this Paragraph 3. As of September 28, 2006, Maker made a special principal payment (" Special Principal Payment" ) on the Original Note in an amount of Three Million Seven Hundred Seventy-Five Thousand and no/100 Dollars ($3,775,000.00). Due to the Special Principal Payment and the Principal Addition the outstanding principal amount of the Original Note, as amended and restated by the Amended and Restated Renewal Promissory Note and this Note, is $54,552,668.20. Maker shall make a principal payment (each, a " Minimum Annual Principal Payment" ) on September 28 t ...