Exhibit 10.3


 


Loan No. 0426195000


 


SECOND AMENDMENT
TO


REVOLVING LINE OF CREDIT LOAN
AGREEMENT


 


This Second Amendment to
Revolving Line of Credit Loan Agreement (this “Amendment”) is entered into by
and between American AgCredit, FLCA, successor in interest to Pacific Coast
Farm Credit Services, ACA (“Lender”) and Maui Land & Pineapple Company, Inc.,
a Hawaii corporation (“Borrower”) to be effective as of September 30, 2008
(the “Effective Date”).


 


RECITALS


 


A.                                   Borrower and
Lender entered into a Revolving Line of Credit Loan Agreement dated September 1,
2005 (the “Original Credit Agreement”), whereby Lender converted a term loan
agreement to a revolving line of credit pursuant to the terms and conditions
set forth in the Original Credit Agreement and evidenced by a promissory note
dated June 1, 1999 in the amount of Fifteen Million Dollars
($15,000,000.00) (the “Original Note”).


 


B.                                     The Original
Credit Agreement and the Original Note were subsequently modified and amended
by that First Amendment to Revolving Line of Credit Loan Agreement dated December 4,
2006 (the “First Amendment to Credit Agreement”, and together with the Original
Credit Agreement, the “Credit Agreement”), and the first amendment to
Promissory Note dated December 4, 2006 (the “Amended Note”, and together
with the Original Note, the “Note”) whereby Borrower and Lender agreed to,
among other things, increase the total line of credit as evidenced by the
Original Note and governed by the Original Credit Agreement to $25,000,000, and
to extend the draw period and extend the maturity date.


 


C.                                     Lender is
willing to modify Section 12(j) of the Credit Agreement to allow the
Indebtedness for Borrowed Money restriction to increase from $122,000,000 to
$150,000,000, subject to and in accordance with the terms, covenants,
conditions and provisions of this Amendment.


 


Accordingly
the parties agree as follows:


 


1.                                       Conditions Precedent.  The
modification provided for herein is hereby granted provided that the following
conditions precedent are satisfied by no later than October 15, 2008:


 


1.1                                 Execution and
delivery to Lender of this
Amendment to be executed and, where applicable, acknowledged by Borrower and
Guarantors.


 


1.2                                 No Default or Event of
Default shall have occurred and be continuing under the Note.


 


1.3                                 All of the representations
and warranties contained in the Credit Agreement shall continue to be true and
correct and remain in full force and effect as of the date of this Amendment.


 


2.                                       Amendments.  Provided
that the conditions specified in Section 1 of this Amendment have been
satisfied, the Credit Agreement shall be amended as follows:


 


2.1                                 Increase Restriction on Indebtedness for Borrowed Money.  Section 12(j) of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


Indebtedness for Borrowed
Money.  Incur any Indebtedness for
Borrowed Money if after such Indebtedness for Borrowed Money is incurred the
aggregate amount of all such Indebtedness for Borrowed Money of the Borrower
and its Subsidiaries shall exceed One Hundred Fifty Million Dollars
($150,000,000.00).


 


3.                                       Representations and Warranties of Borrower.  Borrower represents, warrants and covenants
to Lender that:


 


3.1                                 Borrower knows
of no Default or Event of Default under the terms and conditions of the Loan Documents.


 


 


1

















 


3.2                                 This Amendment
constitutes a legal, valid and binding obligation of Borrower, enforceable
against Borrower in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principles relating to or limiting creditors’ rights generally.


 


3.3                                 The
representations and warranties of Borrower set forth in Section 10 of the
Credit Agreement are correct in all material respects as though made on and as
of the date of this Amendment (provided, if a representation or warranty was
made as of a specific date, such representation or warranty was true and
correct in all material respects as of the date made).


 


3.4                                 Since December 4,
2006, there has been no material adverse change in the business, assets,
liabilities (actual or contingent), operations, condition (financial or
otherwise) or prospects of Borrower and its Subsidiaries taken as a whole or in
the facts and information regarding such entities as represented to Lender to
date.


 


3.5                                 There are no
actions, suits, investigations or proceedings pending or threatened in any
court or before any arbitrator or governmental authority that purport (x) to
materially and adversely affect Borrower or any of its Subsidiaries, or (y) to
affect any transaction contemplated hereby or the ability of Borrower to
perform its obligations under the Loan Documents.


 


3.6                                 Borrower is in
material compliance with all laws, including satisfaction of all tax
obligations prior to delinquency.


 


3.7                                 Borrower is in
compliance with all insurance requirements imposed upon Borrower under the Loan
Documents.


 


3.8                                 Borrower is in
compliance with the negative covenants set forth in Section 12 of the
Credit Agreement, amended herein.


 


4.                                       Representations and Warranties of Guarantors.  Each Guarantor by its signature below
represents, warrants and covenants to Lender that:


 


4.1                                 Such Guarantor
knows of no Default or Event of Default under the terms and conditions of the
Loan Documents.


 


4.2                                 This Amendment
constitutes a legal, valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting
creditors’ rights generally.


 


4.3                                 Since December 4,
2006, there has been no material adverse change in the business, assets,
liabilities (actual or contingent), operations, condition (financial or
otherwise) or prospects of such Guarantor taken as a whole or in the facts and
information regarding such Guarantor as represented to Lender to date.


 


4.4                                 There are no
actions, suits, investigations or proceedings pending or threatened in any
court or before any arbitrator or governmental authority that purport (x) to
materially and adversely affect such Guarantor, or (y) to affect any
transaction contemplated hereby or the ability of Guarantor to perform its
obligations under the Loan Documents.


 


4.5                                 Such Guarantor
is in material compliance with all laws, including satisfaction of all tax
obligations prior to delinquency.


 


5.                                       Continuing Validity.  Except as expressly modified or changed by
this Amendment, the terms of the Credit Agreement, the Note and all other
related Loan Documents remain unchanged and in full force and effect.  Consent by the Lender to the changes
described herein does not waive Lender’s right to strict performance of the
terms and conditions contained in the Credit Agreement, Note and all other loan
and security documents as amended, nor obligate the Lender to make future
changes in terms.  Nothing in this
Amendment will constitute a satisfaction of the indebtedness represented by the
Note.


 


 


2

















 


6.                                       Miscellaneous.


 


6.1                                 Borrower
acknowledges and agrees that the execution and delivery by the Lender of this
Amendment shall not be deemed to create a course of dealing or an obligation to
execute similar amendments or substitutions of collateral under the same or
similar circumstances in the future.


 


6.2                                 This Amendment
shall be binding upon and inure to the benefit of the Borrower, and Lender and
their respective successors and assigns.


 


6.3                                 This Amendment
shall be governed by and construed in accordance with the laws of the State of
California.


 


6.4                                 This Amendment
contains the entire agreement of the parties hereto with reference to the
matters discussed herein.


 


6.5                                 If any term or
provision of this Amendment shall be deemed prohibited or invalid under any
applicable law, such provision shall be invalidated without affecting the
remaining provisions of this Amendment, the Credit Agreement, the Note or any
other Loan Documents or related documents.


 


6.6                                 Capitalized
terms used in this Amendment without being defined shall have the same meaning
ascribed to them in the Credit Agreement.


 


IN WITNESS WHEREOF the
parties have executed this Amendment on the date first above written.


 


THE
UNDERSIGNED AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH ABOVE.


 


BORROWER:


 


MAUI LAND &
PINEAPPLE COMPANY, INC., a Hawaii corporation


 




	
  By:

  	
  /s/
  Robert Webber

  	
   

  	
   

  
	
  Name:

  	
  Robert
  Webber

  	
   

  	
   

  
	
  Title:

  	
  CFO

  	
   

  	
   

  






 




	
  By:

  	
  /s/
  Fred Rickert

  	
   

  	
   

  
	
  Name:

  	
  Fred
  Rickert

  	
   

  	
   

  
	
  Title:

  	
  VP
  Treasurer

  	
   

  	
   

  






 


LENDER:


 


AMERICAN AGCREDIT, FLCA


 




	
  By:

  	
  /s/
  Dennis P. Regli

  	
   

  	
   

  
	
   

  	
  Dennis
  P. Regli, Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


THE SIGNATURES OF GUARANTORS
APPEAR ON THE FOLLOWING PAGE.


 


 


3

















 


GUARANTORS:


 


The undersigned Guarantors
hereby consent to, ratify and approve the terms, covenants, conditions and
provisions of the foregoing Amendment and agree that the guaranty(ies) executed
by them shall be extended to include the obligations of the Borrower under the
Credit Agreement as amended by this Amendment.


 


KAPALUA LAND COMPANY, LTD., a Hawaii corporation


 




	
  By:

  	
  /s/
  Robert Webber

  	
   

  	
   

  
	
  Name:

  	
  Robert
  Webber

  	
   

  	
   

  
	
  Title:

  	
  CFO

  	
   

  	
   

  






 




	
  By:

  	
  /s/
  Fred Rickert

  	
   

  	
   

  
	
  Name:

  	
  Fred
  Rickert

  	
   

  	
   

  
	
  Title:

  	
  VP
  Treasurer

  	
   

  	
   

  






 


MAUI PINEAPPLE COMPANY, LTD., a Hawaii corporation


 




	
  By:

  	
  /s/
  Robert Webber

  	
   

  	
   

  
	
  Name:

  	
  Robert
  Webber

  	
   

  	
   

  
	
  Title:

  	
  CFO

  	
   

  	
   

  






 




	
  By:

  	
  /s/
  Fred Rickert

  	
   

  	
   

  
	
  Name:

  	
  Fred
  Rickert

  	
   

  	
   

  
	
  Title:

  	
  VP
  Treasurer

  	
   

  	
   

  






 


 


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