**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington,D.C. 20549**

**FORM10-K/A**
| **x**      | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**                |   |
|------------|--------------------------------------------------------------------------|--------|
| ** ** | **SECURITIES  EXCHANGE ACT OF 1934**                                     |   |
| ** ** | ** **                                                               |   |
|       | **For the  Fiscal Year Ended     December 31, 2006** |   |
|       | ** **                                                               |   |
|       | **OR**                                                                   |   |
|       | ** **                                                               |   |
| **o**      | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**            |   |
| ** ** | **SECURITIES  EXCHANGE ACT OF 1934**                                     |   |

 

**CommissionFile Number    1-9145**

**ML MACADAMIA ORCHARDS, L.P.**

(Exact Name ofregistrant as specified in its charter)

| **DELAWARE**                                                    | ** ** | **99-0248088**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
|                                                            |       |                                  |
| **26-238  Hawaii Belt Road, HILO, HAWAII**                      | ** ** | **96720**                             |
| (Address of  principal executive offices)                       |       | (Zip Code)                            |

 

| Registrant’s telephone  number, including area code: |   | **(808)  969-8057** |
|-----------------------------------------------------------|--------|---------------------|
| Registrant’s  website:                               |   | www.mlmacadamia.com |

 

SECURITIESREGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

| Title of Each Class                       | ** ** | **Name of Each Exchange on Which Registered** |
|-------------------------------------------|------------|-----------------------------------------------|
| Depositary Units  Representing            |       |                                          |
| Class A Limited  Partners’ Interests |       | New York Stock  Exchange                      |

 

SECURITIESREGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: **NONE**

Indicate by checkmark if the registrant is a well-known seasoned issuer as defined in Rule 405of the Securities ActYes o  No x

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13of 15(d) of the Act.Yes o  No x

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingtwelve months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements forthe past 90 days.   Yes x   No o

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this 10-K or any amendment to this 10-K.  x

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated fileror a non-accelerated filer (as defined in Rule 12b-2 of the Act).  Large accelerated filer o  Acceleratedfiler o Non-accelerated filer  x

Indicate by checkmark whether the Registrant is a shell company as defined by Rule 12b-2 of theSecurities Exchange Act of 1934.  Yes o  No  x

As of April 11,2007, 7,500,000 shares of the registrant’s Class A Units were outstanding, andthe aggregate market value of such Units held by non-affiliates was $41,925,000(based on the closing price on that date of $5.59 per Unit).

 

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**EXPLANATORYNOTE**

This Amendment on Form10-K/A to the Partnership’s Annual Report in Form 10-K for the year endedDecember 31, 2006 filed with the Securities and Exchange Commission on April16, 2007 is filed to amend and revise the following:

Part II, Item 5.Market for Registrant’s Class A Units and Related Unitholder Matters

Restrictions on Cash Distribution is revised from:

In connection with the Partnership’s Credit Agreement with AmericanAgCredit Capital Markets, cash distributions to partners are restricted unlessthe Partnership is in compliance with specified terms and conditions of theCredit Agreement, including restrictions on further indebtedness, sales ofassets, and maintenance of certain financial ratios.   The Partnership was in compliance with theterms and conditions of the Credit Agreement at December 31, 2006 and December31, 2005.

To:

In connection with the Partnership’s Credit Agreement with AmericanAgCredit Capital Markets, cash distributions to partners are restricted unlessthe Partnership is in compliance with specified terms and conditions of theCredit Agreement, including restrictions on further indebtedness, sales ofassets, and maintenance of certain financial ratios.  The credit agreements with American AgCredit,PCA, contain various financial covenants. The Partnership was in compliance with all debt covenants at December31, 2005.  At December 31, 2006 thePartnership was in compliance with all debt covenants except for minimumtangible net worth.  The Partnership wasless than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the year endedDecember 31, 2006.  Had the lender notwaived this violation the Partnership would have been restricted in its abilityto pay distributions to the limited partners.

Part II,Item.  Management’s Discussion andAnalysis of Financial Condition and Results of Operations

Liquidity and CapitalResources the third paragraph is revised from:

The Partnership was incompliance with the terms and conditions of the Credit Agreement at December31, 2006 and December 31, 2005.

To:

The Partnership was in compliance with all debt covenants at December31, 2005.  At December 31, 2006 thePartnership was in compliance with all debt covenants except for minimum tangiblenet worth.  The Partnership was less than0.4% below the required amount.  Thelender has provided a waiver to the loan covenant for the year ended December31, 2006.  Had the lender not waived thisviolation the Partnership would have been restricted in its ability to paydistributions to the limited partners.

Notes toConsolidated Financial Statements (7) Short-Term and Long-Term Credit the lastparagraph last sentence is revised from:

2

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The Partnership was incompliance with all covenants of the Credit Agreement at December 31, 2006 andDecember 31, 2005.

To:

The Partnership was in compliance with all debt covenants at December31, 2005.  At December 31, 2006 thePartnership was in compliance with all debt covenants except for minimumtangible net worth.  The Partnership wasless than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the year endedDecember 31, 2006.  Had the lender notwaived this violation the Partnership would have been restricted in its abilityto pay distributions to the limited partners.

In order to preserve thenature and character of the disclosures as originally filed, except to make therevisions described above, no attempt has been made in this Amendment to modifyor update disclosures as presented in the Partnership’s Annual Report forevents that occurred subsequent to its original filing on April 16, 2007.  Accordingly, this Amendment should be read inconjunction with the Partnership’s subsequent filings with the Commission.

3

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### **PART II**

**ITEM 5.**                        **MARKET FOR REGISTRANT’S CLASS A UNITS ANDRELATED UNITHOLDER MATTERS**

The Partnership’sClass A Depositary Units are listed for trading on the New York Stock Exchange(symbol = NUT).  There were 1,010registered holders of Class A Depositary Units on December 31, 2006.

Distributions declared and high and low sales pricesof the Class A Depositary Units, based on New York Stock Exchange dailycomposite transactions, are shown in the table below:

|           | ** **  | **Distribution** | ** ** | **High** | ** ** | **Low** | ** ** |
|-----------|-------------|------------------|------------|----------|------------|---------|------------|
| **2006:** | 4th Quarter |             | $          | 0.050    |       | 6.55    |       | 5.35 |   |
|      | 3rd Quarter |             | 0.050      |     | 5.61       |    | 5.25       |   |
|      | 2nd Quarter |             | 0.050      |     | 5.99       |    | 5.30       |   |
|      | 1st Quarter |             | 0.050      |     | 6.00       |    | 5.65       |   |
|      |        |             |       |     |       |    |       |   |
| **2005:** | 4th Quarter |             | $          | 0.050    |       | 6.09    |       | 5.60 |   |
|      | 3rd Quarter |             | 0.050      |     | 6.19       |    | 5.30       |   |
|      | 2nd Quarter |             | 0.050      |     | 6.19       |    | 5.45       |   |
|      | 1st Quarter |             | 0.050      |     | 6.26       |    | 5.45       |   |

 

**Restrictions on Cash Distributions**

In connection with the Partnership’s Credit Agreement with AmericanAgCredit Capital Markets, cash distributions to partners are restricted unlessthe Partnership is in compliance with specified terms and conditions of theCredit Agreement, including restrictions on further indebtedness, sales ofassets, and maintenance of certain financial ratios.  In connection with the Partnership’s CreditAgreement with American AgCredit Capital Markets, cash distributions topartners are restricted unless the Partnership is in compliance with specifiedterms and conditions of the Credit Agreement, including restrictions on furtherindebtedness, sales of assets, and maintenance of certain financialratios.  The credit agreements withAmerican AgCredit, PCA, contain various financial covenants.  The Partnership was in compliance with alldebt covenants at December 31, 2005.  AtDecember 31, 2006 the Partnership was in compliance with all debt covenantsexcept for minimum tangible net worth. The Partnership was less than 0.4% below the required amount.  The lender has provided a waiver to the loancovenant for the year ended December 31, 2006. Had the lender not waived this violation the Partnership would have beenrestricted in its ability to pay distributions to the limited partners.

4

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# ***Liquidityand Capital Resources***

Net cash providedby operations was $8.2 million in 2006 compared to $1.9 million in 2005.  The significant increase of $6.3 million is aresult of the payment terms of the nut purchase contracts changing fromquarterly to 30 days from date of delivery. Net cash provided by operations was $1.9 million in 2005, an increase ofapproximately $1.6 million compared to 2004. Net cash provided by operations in 2004 was $368,000.

At December 31, 2006 the Partnership’s working capital was $3.9 millionand its current ratio was 2.54 to 1, compared to $3.4 million and 1.59 to 1 in2005.  In 2005 the Partnership’s workingcapital was $3.4 million and its current ratio 1.59 to 1, compared to $2.9million and 1.63 to 1 in 2004.  In 2004the Partnership’s working capital was $2.9 million and its current ratio was1.63 to 1, compared to $4.2 million and 2.55 to 1 in 2003.  In 2006 the increase in working capitalcompared to 2005 was the result of lower cost of goods sold, interest expense,income taxes, higher interest income and other income offset by higher generaland administrative costs.  In 2005 the increasein working capital compared to 2004 was result of higher revenue and lowergeneral and administrative costs.  In2004 the decrease in working capital compared to 2003 was a result of lowerrevenue and higher general and administrative costs.

The Partnership was in compliance with all debt covenants at December31, 2005.  At December 31, 2006 thePartnership was in compliance with all debt covenants except for minimumtangible net worth.  The Partnership wasless than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the year endedDecember 31, 2006.  Had the lender notwaived this violation the Partnership would have been restricted in its abilityto pay distributions to the limited partners.

Capitalexpenditures in 2006, 2005 and 2004 were $509,000, $83,000, and $172,000,respectively.    The increase in 2006 wasattributed to the purchase of 21 tree acres of macadamia orchards for $440,000,computers, a vehicle and upgrades to operating machinery.  The decrease in 2005 was the result of fewercomputer purchases and modifications to farming equipment than 2004. Capitalexpenditures in 2004 were the result of purchases of expiring leases.  Capital expenditures planned for 2007 areabout $500,000 and are expected to be financed by way of new equipment leases,either capital or operating leases.

Macadamia nut farming is seasonal, with productionpeaking late in the fall.  However,farming operations continue year round. As a result, additional working capitalis required for much of the year. The Partnership meets its working capitalneeds with cash on hand, and when necessary, through short-term borrowingsunder a $5.0 million revolving line of credit. The line of credit was obtainedon May 2, 2000 and expires May 1, 2008. At December 31, 2006 the Partnership had a cash balance of $3,351,000and no line of credit drawings outstanding. At December 31, 2005 the Partnership had a cash balance of $378,000 andline of credit drawings outstanding of $2,900,000.  The cash balance was $196,000 at the end of2004, and the line of credit drawings were $2,200,000 at December 31, 2004.

As a Limited Partnership, we expect to pay regularcash distributions to the Partnership’s unit holders if the cash flow fromoperations, as defined in the Management Agreement, exceeds the operating andcapital resource needs of the Partnership, as determined by management.  These cash distributions are expected to bepaid from operating cash flow and / or other resources.  The Partnership has declared and paid cashdistributions for 83 consecutive quarters. In December, 2006, the Partnership declared a distribution of $0.05 perClass A unit (a total of $375,000), which was paid February 15, 2007 to theunit holders of record as of December 29, 2006.

It is the opinionof management that the Partnership has adequate cash on hand and borrowingcapacity available to meet anticipated working capital needs for operations aspresently conducted. The nut purchase contracts require the buyers to make nutpayments 30 days after the delivery of the nuts to 15 days after the end of themonth in which the nuts were delivered. During certain parts of the year, if payments are not received, as thecontracts require, available cash resources could be depleted.

5

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**MLMacadamia Orchards, L.P.**

**Notes toConsolidated Financial Statements**

**(7)SHORT-TERM AND LONG-TERM CREDIT**

At December 31, 2006 and 2005, thePartnership’s long-term debt comprises (000’s):
|                 | ** ** | **2006** | ** ** | **2005** | ** ** |
|-----------------|------------|----------|------------|----------|------------|
| Term debt       |       | $        | 1,600      |     | $          | 2,000 |   |
| Other           |       | —   |       | 34       |       |
|            |       | 1,600    |       | 2,034    |       |
| Current portion |       | 400      |       | 434      |       |
|            |       | $        | 1,200      |     | $          | 1,600 |   |

 

On May 2, 2000 thePartnership entered into a credit agreement with Pacific Coast Farm CreditServices, ACA (currently American AgCredit Capital Markets) comprised of a $5million revolving line of credit and a $4 million promissory note.

The line of creditexpires on May 1, 2008.  Drawings on theline of credit bear interest at the prime lending rate.  From and after the first anniversary date,the Partnership is required to pay a facility fee of 0.30% to 0.375% per annum,depending on certain financial ratios on the daily unused portion ofcredit.  The Partnership, at its option,may make prepayments without penalty.

There were no drawingsoutstanding on the line of credit at December 31, 2006 and drawings outstandingat December 31, 2005 amounted to $2,900,000, with interest at 7.50%.

At December 31, 2006, theoutstanding balance on the promissory note amounted to $1.6 million.  The note is scheduled to mature in 2010 andbears interest at rates ranging from 6.37% to 7.50%.  Principal payments are due annually on May 2in the amount of $400,000.

The estimated fair valuesof the Partnership’s financial instrument has been determined by estimatedmarket price of 6.75% in 2005 and 7.00% in 2006 using a life equal to thatremaining on the current financial instrument. The Partnership has not considered the lender fees in determining theestimated fair value.

The estimated fair valuesof the Partnership’s financial instrument are as follows (000’s):
|                | ** ** | **2006**     | ** ** | **2005**  | ** ** |
|----------------|------------|--------------|------------|-----------|------------|
| ** **     | ** ** | **Carrying** | ** ** | **Fair**  | ** ** | **Carrying** | ** ** | **Fair** | ** ** |
| ** **     | ** ** | **Amount**   | ** ** | **Value** | ** ** | **Amount** | ** ** | **Value** | ** ** |
| Long-term debt |       | $            | 1,600      |      | $          | 1,312 |   | $ | 1,150 |   | $ | 1,004 |   |
|                |            |              |            |           |            |  |  |  |  |  |  |  |  |

 

Of the total $1.6 millionin 2006 the long-term debt of $680,000 has a fixed interest rate for one andone-third years.  Of the total $2.0million in 2005 the long—term debt of $850,000 has short-term fixed rates thatapproximate fair value. The $920,000 and $1,150,000 in 2006 and 2005,respectively, have interest rates that are fixed over the remaining life of thedebt.

6

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Both the revolving creditloan and the term debt are collateralized by all personal property assets ofthe Partnership.  The credit agreementcontains certain restrictions associated with partner distributions, furtherindebtedness, sales of assets, and maintenance of certain financialminimums.  Significant restrictivefinancial covenants consist of the following:

1.               Minimum workingcapital of $2.5 million.

2.               Minimum currentratio of 1.5 to 1.

3.               Cumulative cashdistributions beginning January 1, 2000 cannot exceed the total of cumulativenet cash flow beginning January 1, 2004 plus a base amount of $3.3 million.

4.               Minimum tangiblenet worth of $49.9 million (reduced by the amount of allowed cash distributionsover net income).

5.               Maximum ratio offunded debt to capitalization of 20%.

6.               Minimum debtcoverage ratio of 2.5 to 1.

At December 31, 2006, the Partnership’s working capital was $3.9million and its current ratio 2.54 to 1. The Partnership was in compliance with all debt covenants at December31, 2005.  At December 31, 2006 thePartnership was in compliance with all debt covenants except for minimumtangible net worth.  The Partnership wasless than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the year endedDecember 31, 2006.  Had the lender notwaived this violation the Partnership would have been restricted in its abilityto pay distributions to the limited partners.

7

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**SIGNATURES**

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.
|                         | **ML MACADAMIA ORCHARDS, L.P.** |                             |   |
|-------------------------|---------------------------------|----------------------------------|--------|
|                    | (Registrant)               |                             |   |   |
|                    |                            |                             |   |
|                    | By: **ML RESOURCES, INC.**      |                             |   |
|                    | (Managing  General Partner)     |                             |   |
|                    |                            |                             |   |
|                    | By:                             | /s/  Dennis J. Simonis |   |   |
|                    | Dennis J.  Simonis              |                             |   |   |
|                    | Principal  Executive Officer    |                             |   |   |
|                    |                            |                             |   |
| Dated : August 10, 2007 |                            |                             |   |
|                         |                                 |                                  |        |  |  |  |

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed below by the followingpersons on behalf of the registrant and in the capacities indicated and on thedate set forth above.

**ML RESOURCES, INC.**
| Signature | ** **         | **Title** |
|-----------|--------------------|-----------|
|      |               |      |   |
| s/s       | Dennis J. Simonis  |      |   | President and Chief Executive Officer |
|      | Dennis J. Simonis  |      |   | Principal Executive Officer |
|      |               |      |   | Director |
|      |               |      |   |   |
| s/s       | Wayne W. Roumagoux |      |   | Chief Financial Officer |
|      | Wayne W. Roumagoux |      |   | (Principal Accounting Officer) |
|      |               |      |   |   |
| s/s       | John Kai           |      |   | Director |
|      | John Kai           |      |   |   |
|      |               |      |   |   |
| s/s       | James S. Kendrick  |      |   | Director |
|      | James S. Kendrick  |      |   |   |
|      |               |      |   |   |
| s/s       | E. Alan Kennett    |      |   | Director |
|      | E. Alan Kennett    |      |   |   |
|      |               |      |   |   |
| s/s       | Jeffrey M. Kissel  |      |   | Director |
|      | Jeffrey M. Kissel  |      |   |   |
|      |               |      |   |   |
| s/s       | Dr. David McClain  |      |   | Director |
|      | Dr. David McClain  |      |   |   |

 

8

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**EXHIBIT INDEX**
| Exhibit  Number | ** ** | **Description**                                                                                                                                                                                                                                                                               |
|-----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                                                                                                                                                                                          |
| 2.1             |       | Amended and Restated Agreement and Plan of Merger,  effective as of December 18, 1997, between Registrant and C. Brewer Homes, Inc.  (a)                                                                                                                                                      |
|            |       |                                                                                                                                                                                                                                                                                          |
| 2.2             |       | Asset Purchase Agreement including Exhibits dated  March 14, 2000 (g)                                                                                                                                                                                                                         |
|            |       |                                                                                                                                                                                                                                                                                          |
| 3.2             |       | Form of Class A Certificate of Limited Partnership  as filed with the Secretary of State of Delaware. (c)                                                                                                                                                                                     |
|            |       |                                                                                                                                                                                                                                                                                          |
| 3.3             |       | Certificate of Limited Partnership of Registrant as  filed with the Secretary of State of Delaware. (c)                                                                                                                                                                                       |
|            |       |                                                                                                                                                                                                                                                                                          |
| 4.1             |       | Depositary Agreement between Registrant,  Manufacturers Hanover Trust Company as Depositary and Mauna Loa Resources  Inc. as attorney-in-fact of the limited partners of Registrant.  (c)                                                                                                     |
|            |       |                                                                                                                                                                                                                                                                                          |
| 4.2             |       | Form of Depositary Receipt. (c)                                                                                                                                                                                                                                                               |
|            |       |                                                                                                                                                                                                                                                                                          |
| 5.1             |       | Legal Opinion of Counsel dated May 1, 2000 (g)                                                                                                                                                                                                                                                |
|            |       |                                                                                                                                                                                                                                                                                          |
| 10.2            |       | Macadamia Nut Purchase Contract between Mauna Loa  and Registrant dated December 22, 1986. (b)                                                                                                                                                                                                |
|            |       |                                                                                                                                                                                                                                                                                          |
| 10.3            |       | Macadamia Nut Purchase Contract between Mauna Loa  and Registrant dated as of October 1, 1989. (b)                                                                                                                                                                                            |
|            |       |                                                                                                                                                                                                                                                                                          |
| 10.4            |       | Contribution Agreement among Mauna Loa Orchards,  L.P. (“MLO”), Ka’u Agribusiness Co., Inc. (“KACI”), Mauna Kea Agribusiness  Co., Inc. (“MKACI”), Mauna Kea Macadamia Orchards, Inc. (“MKMO”) and  Mauna Loa dated as of July 1, 1989. (b) |
|            |       |                                                                                                                                                                                                                                                                                          |
| 10.5            |       | Lease between the Trustees of the Estate of Bernice  Pauahi Bishop (“Trustees of the Bishop Estate”) and Mauna Loa. (c)                                                                                                                                                             |
|            |       |                                                                                                                                                                                                                                                                                          |
| 10.6            |       | Lease between KACI and Registrant. (d)                                                                                                                                                                                                                                                        |
|            |       |                                                                                                                                                                                                                                                                                          |
| 10.7            |       | MLO/MLMO Conveyance Agreement between MLO and  Registrant dated as of October 1, 1989. (b)                                                                                                                                                                                                    |
|            |       |                                                                                                                                                                                                                                                                                          |
| 10.8            |       | Butcher/MLMO Contribution Agreement between Howard  Butcher III (“Butcher”) and Registrant dated as of October 1, 1989. (b)                                                                                                                                                         |
|            |       |                                                                                                                                                                                                                                                                                          |
| 10.9            |       | Farming Lease between KACI and MLO dated as of July  1, 1989. (b)                                                                                                                                                                                                                             |
|            |       |                                                                                                                                                                                                                                                                                          |
| 10.11           |       | Farming Lease between MKACI and MLO dated as of July  1, 1989. (b)                                                                                                                                                                                                                            |
|            |       |                                                                                                                                                                                                                                                                                          |
| 10.12           |       | Water Agreement, as amended, between KACI and  Registrant dated as of October 1, 1989. (b)                                                                                                                                                                                                    |
|            |       |                                                                                                                                                                                                                                                                                          |
| 10.13           |       | Cash Flow Warranty Agreement among KACI, MKACI and  Registrant dated as of July 1, 1989. (b)                                                                                                                                                                                                  |

 

9

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| Exhibit  Number | ** ** | **Description**                                                                                                                                                                                               |
|-----------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                                                                                                          |
| 10.14           |       | Guarantee Agreement between Mauna Loa and Registrant  dated as of October 1, 1989. (b)                                                                                                                        |
|            |       |                                                                                                                                                                                                          |
| 10.15           |       | Agreement of Indemnification between CBCL and each  director of the Managing Partner. (b)                                                                                                                     |
|            |       |                                                                                                                                                                                                          |
| 10.16           |       | Indemnification Agreement (Title) among Mauna Loa,  KACI and MKACI in favor of Registrant. (b)                                                                                                                |
|            |       |                                                                                                                                                                                                          |
| 10.17           |       | Indemnification Agreement (Subdivision) among Mauna  Loa, KACI and MKACI in favor of Registrant. (b)                                                                                                          |
|            |       |                                                                                                                                                                                                          |
| 10.18           |       | Deed between MLO and Registrant relating to 14%  undivided interest in 220 tree acres of macadamia orchard properties located  in the Keaau area of the island of Hawaii (“Keaau II Orchards”). (b) |
|            |       |                                                                                                                                                                                                          |
| 10.19           |       | Bill of Sale between MLO and Registrant relating to  14% undivided interest in Keaau II Orchards. (b)                                                                                                         |
|            |       |                                                                                                                                                                                                          |
| 10.20           |       | Deed between Butcher and Registrant relating to 86%  undivided interest in Keaau II Orchards. (b)                                                                                                             |
|            |       |                                                                                                                                                                                                          |
| 10.21           |       | Bill of Sale between Butcher and Registrant relating  to 86% undivided interest in Keaau II Orchards. (b)                                                                                                     |
|            |       |                                                                                                                                                                                                          |
| 10.22           |       | Assignment of Partial Interest in Lease No. 15,020  and consent from MLO to Registrant. (b)                                                                                                                   |
|            |       |                                                                                                                                                                                                          |
| 10.23           |       | Assignment of Partial Interest in Lease No. 16,859  and consent from MLO to Registrant. (b)                                                                                                                   |
|            |       |                                                                                                                                                                                                          |
| 10.24           |       | Assignment of Partial Interest in Lease No. 20,397  and consent from MLO to Registrant. (b)                                                                                                                   |
|            |       |                                                                                                                                                                                                          |
| 10.25           |       | Assignment of Lease from MLO to Registrant relating  to Lease from the Trustees of the Bishop Estate. (b)                                                                                                     |
|            |       |                                                                                                                                                                                                          |
| 10.26           |       | Assignment from MLO to Registrant relating to  certain orchards. (b)                                                                                                                                          |
|            |       |                                                                                                                                                                                                          |
| 10.27           |       | Lease from the Trustees of the Bishop Estate to MLO.  (b)                                                                                                                                                     |
|            |       |                                                                                                                                                                                                          |
| 10.28           |       | Lease No. 15,020 from the Trustees of the Bishop  Estate to MLO. (b)                                                                                                                                          |
|            |       |                                                                                                                                                                                                          |
| 10.29           |       | Form of Amendments to Lease No. 15,020 from the  Trustees of the Bishop Estate. (b)                                                                                                                      |
|            |       |                                                                                                                                                                                                          |
| 10.30           |       | Lease No. 16,859 from the Trustees of the Bishop  Estate to the Hawaiian Agricultural Company (a predecessor of KACI). (b)                                                                                    |
|            |       |                                                                                                                                                                                                          |
| 10.31           |       | Form of Amendments to Lease No. 16,859 from the  Trustees of the Bishop Estate. (b)                                                                                                                           |

 

10

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| Exhibit  Number | ** ** | **Description**                                                                                                                                          |
|-----------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                                                     |
| 10.32           |       | Lease No. 20,397 from the Trustees of the Bishop  Estate to CBCL. (b)                                                                                    |
|            |       |                                                                                                                                                     |
| 10.33           |       | Form of Amendments to Lease No. 20,397 from the  Trustees of the Bishop Estate to CBCL. (b)                                                              |
|            |       |                                                                                                                                                     |
| 10.34           |       | Lease from Richard L. Hughes to Mauna Loa. (b)                                                                                                           |
|            |       |                                                                                                                                                     |
| 10.35           |       | Lease from the Trustees of the Bishop Estate to  Mauna Loa. (b)                                                                                          |
|            |       |                                                                                                                                                     |
| 10.36           |       | Co-ownership and Partition Agreement between KACI  and MLO. (b)                                                                                          |
|            |       |                                                                                                                                                     |
| 10.37           |       | Co-ownership and Partition Agreement among Mauna Loa,  KACI and MLO.(b)                                                                                  |
|            |       |                                                                                                                                                     |
| 10.38           |       | Co-ownership and Partition Agreement between KACI  and MLO relating to Lease Nos. 15,020 and 16,859. (b)                                                 |
|            |       |                                                                                                                                                     |
| 10.39           |       | Co-ownership and Partition Agreement between MKACI  and MLO. (b)                                                                                         |
|            |       |                                                                                                                                                     |
| 10.40           |       | Macadamia Nut Purchase Contract between Mauna Loa  and Keaau Macadamia X Corporation (“Keaau Lot 10”) dated September 15, 1983.  (e)           |
|            |       |                                                                                                                                                     |
| 10.41           |       | Assignment of Owner’s Interest in Macadamia Nut  Purchase Contract and Farming Contract between Keaau Lot 10 and Registrant.  (e)                   |
|            |       |                                                                                                                                                     |
| 10.42           |       | Warranty Deed between Keaau Lot 10 and Registrant.  (e)                                                                                                  |
|            |       |                                                                                                                                                     |
| 10.43           |       | Amended and Restated June 1986 Farming Contract,  effective January 1, 1998, between Registrant and KACI. (f)                                       |
|            |       |                                                                                                                                                     |
| 10.44           |       | Amended and Restated December 1986 Farming Contract,  effective January 1, 1998, between Registrant and KACI. (f)                                   |
|            |       |                                                                                                                                                     |
| 10.45           |       | Amended and Restated 1989 Farming Contract,  effective January 1, 1998, among Registrant, KACI and MKACI. (f)                                       |
|            |       |                                                                                                                                                     |
| 10.46           |       | Amended and Restated Farming Contract for the Keaau  Lot 10 Orchard, effective January 1, 1998, between Registrant and  KACI. (f)              |
|            |       |                                                                                                                                                     |
| 10.47           |       | Restated Kaiwiki Orchards Farming lease between  Registrant and MKACI dated February 26, 1997. (f)                                                  |
|            |       |                                                                                                                                                     |
| 10.48           |       | Credit Agreement between Registrant and Pacific  Coast Farm Credit Services, PCA dated May 1, 2000 (g)                                                   |
|            |       |                                                                                                                                                     |
| 10.49           |       | Security Agreement between Registrant and Pacific  Coast Farm Credit Services, PCA dated May 1, 2000 (g)                                                 |
|            |       |                                                                                                                                                     |
| 10.50           |       | Orchards Farming Lease between Registrant and Ka’u  Agribusiness Co., Inc. (g)                                                                      |
|            |       |                                                                                                                                                     |
| 10.51           |       | Macadamia Nut Purchase Contract between Mauna Loa  and the Partnership dated July 1, 2003 for Keaau Lot X nuts. (h)                                      |
|            |       |                                                                                                                                                     |
| 10.52           |       | Macadamia Nut Purchase Contract between Hamakua  Macadamia Nut Company, Inc. and the Partnership dated December 16, 2004  effective January 1, 2007. (i) |

 

11

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| Exhibit  Number | ** ** | **Description**                                                                                                                                        |
|-----------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                                                   |
| 10.53           |       | Jim Case resignation letter from Audit Committee  dated March 7, 2005. (i)                                                                             |
|            |       |                                                                                                                                                   |
| 10.54           |       | Macadamia Nut Purchase Contract between Purdyco  International, Ltd. and the Partnership dated January 5, 2006 effective  January 1, 2007. (j)         |
|            |       |                                                                                                                                                   |
| 10.55           |       | Macadamia Nut Purchase Contract between Mac Farms of  Hawaii, LLC and the Partnership dated January 6, 2006 effective January 1,  2007. (j)            |
|            |       |                                                                                                                                                   |
| 10.56           |       | Macadamia Nut Purchase Contracts between Mauna Loa  Macadamia Nut Corporation and the Partnership dated June 1, 2006 effective  January 1, 2006. (k)   |
|            |       |                                                                                                                                                   |
| 10.57           |       | Macadamia Nut Purchase Contract between Mauna Loa  Macadamia Nut Corporation and the Partnership dated June 1, 2006 effective  January 1, 2006. (k)    |
|            |       |                                                                                                                                                   |
| 31.1            |       | Form of Rule 13a-14(a) [Section 302] Certification –  Chief Executive Officer                                                                     |
|            |       |                                                                                                                                                   |
| 31.2            |       | Form of Rule 13a-14(a) [Section 302] Certification –  Chief Financial Officer                                                                     |
|            |       |                                                                                                                                                   |
| 32.1            |       | Certification pursuant to 18 U.S.C. Section 1350 As  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief  Executive Officer |
|            |       |                                                                                                                                                   |
| 32.2            |       | Certification pursuant to 18 U.S.C. Section 1350 As  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief  Financial Officer |

 

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(a)          Incorporatedby reference to Appendix A of Registrant’s Registration Statement under theSecurities Act on Form S-4, Registration Statement No. 333-46271, filedFebruary 13, 1998.

(b)         Incorporatedby reference to the corresponding Exhibit previously filed as an Exhibit toRegistrant’s Registration Statement under the Securities Act on Form S-1,Registration Statement No. 33-30659, filed October 20, 1989.

(c)          Incorporatedby reference to the corresponding Exhibit previously filed as an Exhibit toRegistrant’s Registration Statement under the Securities Act on Form S-1,Registration Statement No. 33-4903, filed June 5, 1986.

(d)         Incorporatedby reference to the corresponding Exhibit previously filed as an Exhibit toRegistrant’s Annual Report on Form 10-K, Commission filed No. 1-9145, for theyear ended December 31, 1986, filed March 27, 1987.

(e)          Incorporatedby reference to the corresponding Exhibit previously filed as an Exhibit toRegistrant’s Annual Report on Form 10-K, Commission filed No. 1-9145, for theyear ended December 31, 1991, filed March 27, 1992.

(f)            Incorporatedby reference to the corresponding Exhibit previously filed as an Exhibit toRegistrant’s Registration Statement under the Securities Act on Form S-4,Registration Statement No. 333-46271, filed February 13, 1998.

(g)         Incorporatedby reference to the corresponding Exhibit previously filed as an Exhibit toRegistrant’s Form 8-K, Commission filed No. 001-09145, filed May 8, 2000.

(h)         Incorporatedby reference to the corresponding Exhibit previously filed as an Exhibit toRegistrant’s Form 10-K, Commission filed No. 001-09145, filed March 17, 2004.

(i)             Incorporatedby reference to the corresponding Exhibit previously filed as an Exhibit toRegistrant’s Form 10-K/A, Commission filed No. 001-9145, filed June 1, 2005.

(j)             Incorporatedby reference to the corresponding Exhibit previously filed as an Exhibit toRegistrant’s Form 8-K, Commission filed No. 001-09145, filed January 9, 2006.

(k)          Incorporatedby reference to the corresponding Exhibit previously filed as Exhibit toRegistrant’s Form 8-K, Commission filed No. 001-09145, filed June 5, 2006.

12

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