**UNITEDSTATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

### **FORM 10-K/A**

### ** **

**Amendment No. 2**

 

x       **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**For the Fiscal Year Ended December 31,2008**

 

**OR**

 

o          **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**Commission File Number 1-9145**

 

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

(Exact Name of registrantas 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 telephonenumber, including area code:  **(808) 969-8057**

Registrant’s website:  **www.mlmacadamia.com**

 

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

 

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

 

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

 

Indicate by check mark if the registrant is a well-known seasoned issueras defined in Rule 405 of the Securities ActYes o  No x

 

Indicate by check mark if the registrant is not required to file reportspursuant to Section 13 of 15(d) of the Act. Yes o  No x

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding twelve months (or for such shorterperiod that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.   Yes x  No o

 

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 orRegulation S-T (229.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit and post suchfiles.  Yesx No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this 10-K or any amendment tothis 10-K.  x

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer or a smaller reportingcompany.  See the definitions of “largeaccelerated filer,” “accelerated filer,” and “smaller reporting company”  in Rule 12b-2 of the Exchange Act.  

 

| Large accelerated filer o |   | Accelerated filer o         |
|---------------------------|--------|-----------------------------|
|                      |   |                        |
| Non-accelerated filer x   |   | Smaller reporting company o |

 

Indicate by check mark whether the Registrant is a shell company asdefined by Rule 12b-2 of the Securities Exchange Act of 1934.  Yes o  No x

 

As of March 20, 2009, 7,500,000 shares of the registrant’s Class AUnits were outstanding, and the aggregate market value of such Units held bynon-affiliates was $14,250,000 (based on the closing price on that date of$1.90 per Unit).

 

 

 

----

 

**EXPLANATORYNOTE**

** **

This Amendment No. 2 onForm 10-K/A amends Amendment No. 1 on Form 10-K/A which amended thePartnership’s Annual Report in Form 10-K for the year ended December 31, 2008filed with the Securities and Exchange Commission on June 15, 2009 and March30, 2009, respectively, to substitute Exhibits 31.1 and 31.2, which areattached hereto, in place of Exhibits 31.1 and 31.2 of the Original Form 10-Kand Amendment No. 1 as the dates were inadvertently incomplete and to addExhibits 10.65, 10.66 and 10.67, which are filed with this Amendment No. 2. 

 

Except as describedabove, no other changes have been made to the Original Form 10-K.  This amendment does not reflect eventsoccurring after March 30, 2009 or modify or update the disclosure contained inthe Original Form 10-K in any way other than as required to reflect therevisions discussed above.  ThisAmendment should be read in conjunction with the Partnership’s filings madewith the SEC subsequent to the filing of the Original Form 10-K. 

 

2

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### **PART IV**

### ** **

**ITEM 15.  Exhibits and Financial Statement Schedules**

 

**A.****           ****List of Documents Filed as a Part ofthis Report**

 

1.               *Consolidated FinancialStatements. *See Index to Consolidated FinancialStatements at page 25 of Form 10-K. (s)

 

2.               *Consolidated Financial StatementSchedules*.  None required.

 

3.               *Exhibits*

 
| **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)                                                                                                                                                                                                                                             |

 

3

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| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |       |                                                                                                                                                                                                           |
| 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)                                                                                                              |
|                |       |                                                                                                                                                                                                           |
| 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)                                                                                                                  |

 

4

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| **Exhibit  Number** | ** ** | **Description**                                                                                                                                     |
|---------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
|                |       |                                                                                                                                                |
| 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)                                                       |
|                |       |                                                                                                                                                |
| 10.32               |       | 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)                      |

 

5

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| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                  |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |       |                                                                                                                                                                             |
| 10.52               |       | Macadamia Nut Purchase  Contract between Hamakua Macadamia Nut Company, Inc. and the Partnership  dated December 16, 2004 effective January 1, 2007. (i)          |
|                |       |                                                                                                                                                                             |
| 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)                    |
|                |       |                                                                                                                                                                             |
| 10.58               |       | Definitive Acquisition  Agreement between ML Macadamia Orchards, L.P. and Mac Farms of Hawaii, LLC  and Kupua Orchards Estates, LLC, dated May 24, 2007. (l)                |
|                |       |                                                                                                                                                                             |
| 10.59               |       | Termination of  Acquisition Agreement between ML Macadamia Orchards, L.P. and Mac Farms of  Hawaii, LLC and Kupua Orchards Estates, LLC, dated December 11, 2007.  (m)      |
|                |       |                                                                                                                                                                             |
| 10.60               |       | Amended and Restated  Credit Agreement dated March 10, 2008. (n)                                                                                                            |
|                |       |                                                                                                                                                                             |
| 10.61               |       | Fourth Amendment and  Restated Credit Agreement dated March 14, 2008. (o)                                                                                                   |
|                |       |                                                                                                                                                                             |
| 10.62               |       | Fifth Amendment and  Restated Credit Agreement dated May 1, 2008. (p)                                                                                                       |
|                |       |                                                                                                                                                                             |
| 10.63               |       | Second Amended and  Restated Credit Agreement dated July 8, 2008. (q)                                                                                                       |
|                |       |                                                                                                                                                                             |
| 10.64               |       | Addendum to Mauna Loa  Macadamia Nut Purchase Agreement dated July 9, 2008. (r)                                                                                             |
|                |       |                                                                                                                                                                             |
| 10.65               |       | Supplemental Security  Agreement dated May 1, 2004. filed herewith                                                                                                          |
|                |       |                                                                                                                                                                             |
| 10.66               |       | Second Amended and  Restated Credit Agreement with Exhibits dated July 8, 2009. filed  herewith                                                                             |
|                |       |                                                                                                                                                                             |
| 10.67               |       | Second Supplemental  Security Agreement dated July 8, 2008. filed herewith                                                                                                  |
|                |       |                                                                                                                                                                             |
| 11.1                |       | Statement re:  Computation of Net Income per Class A Unit (s)                                                                                                               |
|                |       |                                                                                                                                                                             |
| 31.1                |       | Form of  Rule 13a - 14(a) [Section 302] Certification — Chief Executive  Officer. Filed herewith                                                        |
|                |       |                                                                                                                                                                             |
| 31.2                |       | Form of  Rule 13a - 14(a) [Section 302] Certification — Chief Financial  Officer. Filed herewith                                                        |
|                |       |                                                                                                                                                                             |
| 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. Filed herewith |
|                |       |                                                                                                                                                                             |
| 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. Filed herewith |

 

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(a)                  Incorporated by reference to Appendix A of Registrant’sRegistration Statement under the Securities Act on Form S-4, RegistrationStatement No. 333-46271, filed February 13, 1998.

 

6

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(b)                 Incorporated by reference to the corresponding Exhibitpreviously filed as an Exhibit to Registrant’s Registration Statement under theSecurities Act on Form S-1, Registration Statement No. 33-30659,filed October 20, 1989.

 

(c)                  Incorporated by reference to the corresponding Exhibitpreviously filed as an Exhibit to Registrant’s Registration Statement under theSecurities Act on Form S-1, Registration Statement No. 33-4903, filedJune 5, 1986.

 

(d)                 Incorporated by reference to the corresponding Exhibitpreviously filed as an Exhibit to Registrant’s Annual Report on Form 10-K,Commission filed No. 1-9145, for the year ended December 31, 1986,filed March 27, 1987.

 

(e)                  Incorporated by reference to the corresponding Exhibitpreviously filed as an Exhibit to Registrant’s Annual Report on Form 10-K,Commission filed No. 1-9145, for the year ended December 31, 1991,filed March 27, 1992.

 

(f)                    Incorporated by reference to the corresponding Exhibitpreviously filed as an Exhibit to Registrant’s Registration Statement under theSecurities Act on Form S-4, Registration Statement No. 333-46271,filed February 13, 1998.

 

(g)                 Incorporated by reference to the corresponding Exhibitpreviously filed as an Exhibit to Registrant’s Form 8-K, Commission file No. 001-09145,filed May 8, 2000.

 

(h)                 Incorporated by reference to the corresponding Exhibitpreviously filed as an Exhibit to Registrant’s Form 10-K, Commission file No. 001-09145,filed March 17, 2004.

 

(i)                     Incorporated by reference to the corresponding Exhibitpreviously filed as an Exhibit to Registrant’s Form 10-K/A, Commissionfile No. 001-9145, filed June 1, 2005.

 

(j)                     Incorporated by reference to the corresponding Exhibitpreviously filed as an Exhibit to Registrant’s Form 8-K, Commission file No. 001-09145,filed January 9, 2006.

 

(k)                  Incorporated by reference to the corresponding Exhibitpreviously filed as Exhibit to Registrant’s Form 8-K, Commission file No. 001-09145,filed June 5, 2006.

 

(l)                     Incorporated by reference to the corresponding Exhibitpreviously filed as Exhibit to Registrant’s Form 8-K, Commission file No. 001-09145,filed May 31, 2007.

 

(m)               Incorporated by reference to the corresponding Exhibitpreviously filed as Exhibit to Registrant’s Form 8-K, Commission file No. 001-09145,filed December 14, 2007.

 

(n)                 Incorporated by reference to the corresponding Exhibitpreviously filed as Exhibit to Registrant’s Form 8-K, Commission file No. 001-09145,filed March 17, 2008.

 

(o)                 Incorporated by reference to the corresponding Exhibitpreviously filed as Exhibit to Registrant’s Form 8-K, Commission file No. 001-09124,filed March 20, 2008.

 

(p)                 Incorporated by reference to the corresponding Exhibitpreviously filed as Exhibit to Registrant’s Form 8-K, Commission file No. 001-09145,filed May 1, 2008.

 

(q)                 Incorporated by reference to the corresponding Exhibitpreviously filed as Exhibit to Registrant’s Form 8-K, Commission file No. 001-09145,filed July 9, 2008.

 

(r)                    Incorporated by reference to the corresponding Exhibitpreviously filed as Exhibit to Registrant’s Form 8-K, Commission file No. 001-09145,filed July 9, 2008.

 

(s)                  Incorporated by reference to the corresponding Exhibitpreviously filed as Exhibit to Registrant’s Form 10-K, Commission file No. 001-09145,filed March 30, 2009.

 

7

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, 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 |
|                        |                             |   |
|                        | By:                              | /s/ Wayne W. Roumagoux |
|                        |                             | Wayne W. Roumagoux |
|                        |                             | Principal Accounting  Officer |
|                        |                             |   |
| Dated : June 15,  2009 |                             |   |

 

8

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**EXHIBIT INDEX**

 
| **Exhibit  Number** |   | **Description**                                                                                                                                                  |
|---------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                             |
| 10.65               |   | Supplemental Security  Agreement dated May 1, 2004                                                                                                          |
| 10.66               |   | Second Amended and  Restated Credit Agreement with Exhibits dated July 8, 2009                                                                              |
| 10.67               |   | Second Supplemental  Security Agreement dated July 8, 2009                                                                                                  |
| 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 |

 

9

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