**Exhibit 10.11**

 

**FIRST AMENDMENT TO PURCHASE ANDSALE AGREEMENT**

** **

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“First Amendment”)is made **August 7, 2006**by and between **MAUI LAND & PINEAPPLE COMPANY, INC.**, a Hawaiicorporation, whose address is 120 Kane St., Kahului, Hawaii 96732 (“Seller”)and**DAVID C. COLE and MARGARET COLE** whoseaddress is 35 Kapalua Bay Drive, Lahaina, Hawaii 96761 (“Buyer”).

 

For good and valuable consideration, the receipt and sufficiency ofwhich is acknowledged, Seller and Buyer hereby amend that certain Purchase andSale Agreement dated March 14, 2006 (the “Original Agreement”), pertaining tothe sale of****a portion of **Tax Map KeyNo. (2) 2-3-7:1** (the “Property”) as follows:

 

I.  Section 1. (Property) is amendedto delete reference to access from Lower Kula Highway, so that it now reads asfollows:

 

1.             Property.  Subject to the terms and conditions set forthin this Agreement, Seller agrees to sell to Buyer and Buyer agrees to buy fromSeller the real properties identified as the southern portion of **Tax Map Key No. (2) 2-3-7:1, consisting of approximately 157.116 acres,more or less, including access to and from Kekaulike Road on the mauka portionof the property, located in Kula, Maui, Hawaii, as shown in Exhibit A,**togetherwith one two-inch (2”) County of Maui Department of Water Supply water meter,providing potable water, as well as all of Seller’s interest in any otherappurtenant rights, privileges, easements, licenses, permits, or rights of wayappurtenant to such real property (“Property”), which water meter is currentlylocated upon the Property.  The Buyer andSeller understand and agree that an accurate survey of the Property has notbeen completed as of the date of this Contract, and the results of the surveywill accurately describe the boundaries of the Property, and acreage of theProperty to be transferred to the Buyer.

 

II.  Section 2. (Purchase Price)is amended to reflect the revised price resulting from the decrease in acreage,so that it now reads as follows:

 

2.             PurchasePrice.  The purchase price (“PurchasePrice”) for the Property shall be **Four million fifty-seventhousand****two hundred seven andno/100 dollars ($4,057,207.00),**based upon the sale of 157.116 acres  (therefore, at the rate of $25,823.00 peracre).  The purchase price shall beadjusted, prorata, if the actual acreage transferred to the Buyer is adjustedprior to closing.

 

III.  Section 4.(a) (DueDiligence Period) is replaced with the following:

 

a.             DueDiligence Period.  From the date ofexecution of the Original Agreement until 5:00 p.m. (HST) on the 10th dayfollowing the delivery of the survey map showing the Property boundaries asrealigned

 

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per Section 4.(c)) and waterlines and reservoir easements (the “DueDiligence Period”), Buyer, at Buyer’s expense, may review, survey andinvestigate (a) the physical and environmental condition of the Property, (b)the character, quality, and general utility of the Property, (c) the zoning,land use, environmental and building requirements and restrictions applicableto the Property, (d) the state of title to the Property, and (e) any and allother documents and matters Buyer feels are necessary to evaluate the Propertyand determine its acceptability to Buyer (“Due Diligence”).  The Seller shall make available to Buyer, forBuyer’s review and use, copies of all maps, surveys, appraisals, reports orother investigative studies conducted by Seller regarding the Property.  Such information shall include, but not belimited to, future anticipated farming activities upon the Property andadjacent properties owned by the Seller, water supplies, reservoirs andwaterlines located on the Property and maintenance and repair of suchfacilities, existing and future agreements with third parties regarding the useand maintenance of the water supplies and facilities, anticipated easements foraccess and utilities, available precipitation reports, any existing leasesissued to third parties for the use of the Property, and a history of thefarming of the Property and occupancy of the residential improvements locatedthereon.  Seller shall permit Buyer toinspect and, at Buyer’s expense, copy the files provided by Seller pursuant tothis section (excluding any confidential or privileged materials).

 

IV.  In light of the fact thatthe total acreage of the Property is now approximately 157.116 acres, thefuture lot allocation shall be reduced by one lot by replacing Section 4.(d) (Allocationof Future Subdivision Rights) with the following:

 

d.             Allocation ofFuture Subdivision Rights.  Under theexisting Agricultural Zoning Ordinance, Maui County Code Section 19.30A.030.G,Tax Map Key No. **(2) 2-3-7:1** has the potential tobe subdivided into thirty-six (36) developable lots.  Eight (8) potential agricultural lots areintended to be allocated to the Property as follows:

 

3 lots of 2-acre minimum size

2 lots of 15-acre minimum size

2 lots of 25-acre minimum size

1 lot of 40-acre minimum size

 

In the event that the total agricultural subdivision potential is lessthan 36, and thus the above allocation needs to be adjusted due to unforeseencircumstances, the revised allocation shall be mutually agreed upon by theparties prior to the end of the Due Diligence period.

 

V.  Section 4.(f) (Waterline andAccess Easements) is replaced with the following:

 

f.              Waterline andAccess Easements.  As soon asreasonably possible, Seller shall provide a map to the Buyer which shallidentify all

 

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existing waterlines, reservoirs and access easements that exist on theProperty for the benefit of the Seller, the County of Maui, or any other party,for the Buyer’s review.  Seller shallfurther provide the Buyer with a summary of all easements affecting theProperty, together with copies of such easements, for the Buyer’s review andanalysis.  Seller and Buyer agree thatSeller shall provide an access easement from Kekaulike Highway onto Grant 1522,and over Grant 2085 to the Property, along the eastern boundaries of saidGrants (provided that should the Property be subdivided further in the future,said easement shall benefit no more than 5 lots within the Property).

 

All other terms, provisions, and conditions of the Original Agreement,not in conflict with those set forth herein shall remain in full force andeffect.

 
| **MAUI LAND & PINEAPPLE COMPANY, INC.** | ** **           | ** **                            | ** ** |
|---------------------------------------------|----------------------|---------------------------------------|------------|
| ** **                                  | ** **           | ** **                            | ** ** | ** ** |
| By                                          | /S/ ROBERT I. WEBBER |                                  |       |   |
|                                        | Its                  | CFO & SVP/Business Development    |       |   |   |
|                                        |                 |                                  |       |   |   |
|                                        |                 |                                  |       |   |
| By                                          | /S/ RANDALL H. ENDO  |                                  |       |   |
|                                        | Its                  | Vice President/ Community Development |       |   |   |
|                                        |                 |                                  |       |   |
|                                        | “Seller”   |                                  |       |   |
|                                        |                 |                                  |       |   |
|                                        |                 |                                  |       |   |
|                                        | /S/ DAVID C. COLE    |                                  |       |   |
| David C. Cole                               |                 |                                  |       |
|                                        |                 |                                  |       |   |
|                                        |                 |                                  |       |   |
| ** **                                  | /S/ MARGARET COLE    | ** **                            | ** ** | ** ** |
| Margaret Cole                               |                 |                                  |       |
|                                        |                 |                                  |       |   |
|                                        |                 |                                  |       |   |
|                                        | “Buyer”    |                                  |       |   |
|                                             |                      |                                       |            |  |  |  |

 

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