**Exhibit 10.3**

 

TERMINATION OF MEMORANDUM OFHOTEL GROUND LEASE AND SHORT FORM OF SECOND AMENDED AND RESTATED HOTEL GROUND LEASE

THIS TERMINATION OFMEMORANDUM OF HOTEL GROUND LEASE AND SHORT FORM OF SECOND AMENDED AND RESTATEDHOTEL GROUND LEASE made as of the 27 day of March, 2007, between W2005KAPALUA/GENGATE HOTEL REALTY, L.L.C., a Delaware limited liability company (“**Lessee**”), and MAUI LAND &PINEAPPLE COMPANY, INC., a Hawaii corporation (“**Lessor**”),

WITNESSETH:

WHEREAS, Lessor and NIHawaii Resort, Inc. a Hawaii corporation (“**Original Lessee**”)entered into that certain unrecorded Hotel Ground Lease dated February 24, 1996(the “**Original Lease**”), pursuant to whichLessor leased to Original Lessee the land described on Exhibit ”A” hereto(the “**Land**”), and in connection therewithexecuted a Memorandum of Hotel Ground Lease, dated February 24, 1996 (the “**Memorandum**”), which was recorded inthe Bureau of Conveyances of the State of Hawaii as Document No. 96-046331 (the“**Lease**”); and

WHEREAS, the Original Leasewas amended from time to time and, as amended, the rights of Original Lesseethereunder were assigned to and assumed by RCK Hawaii, LLC dba RCK Hawaii-Maui,a Delaware limited liability company (**“RCK Hawaii**”),pursuant to that certain Assignment of Ground Lease dated September 27, 2000,which was recorded in the Bureau of Conveyances of the State of Hawaii asDocument No. 2000-135421; and

WHEREAS, Lessor and RCKHawaii entered into that certain unrecorded Second Amended and Restated HotelGround Lease (the “**Lease**”)effective as of January 31, 2001, amending and restating the OriginalLease; and

WHEREAS, to provide noticeof the Lease, Lessor and RCK Hawaii executed that certain Short Form of SecondAmended and Restated Hotel Ground Lease as of January 31, 2001, which wasrecorded in the Bureau of Conveyances of the State of Hawaii as Document No.2001-018415 (the “**Short Form Lease**”);and

WHEREAS, the rights andobligations of RCK Hawaii under the Lease were assigned to and assumed byLessee pursuant to that certain Assignment and Assumption of Lessee’s Interestin Ground Lease and Related Agreements dated March 13, 2006, between RCKHawaii and Lessee, which was recorded in the Bureau of Conveyances of the Stateof Hawaii as Document No. 2006-053675; and

WHEREAS, on this day, Lessorand Lessee have terminated the Lease; and

WHEREAS, Lessor and Lesseedesire to terminate the Memorandum and Short Form Lease, to reflect thetermination of the Lease;

NOW,THEREFORE, for and in consideration of the recitals and mutual covenantscontained herein, Lessor and Lessee hereby terminate the Memorandum and ShortForm Lease, and acknowledge and agree that the Land shall hereafter not beburdened by such instruments.

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WITNESS THE EXECUTION HEREOFas of the date hereinabove first written.
|   | W2005 KAPALUA/GENGATE HOTEL  REALTY, L.L.C., |
|--------|----------------------------------------------|
|   | a Delaware  limited liability company        |
|   |                                         |   |
|   | By:                                          | W2005 Kapalua/Gengate Hotel Senior Mezzanine,  L.L.C., a Delaware limited liability company, |
|   |                                         | Its managing member |
|   |                                         |   |
|   | By:                                          | W2005 Kapalua/Gengate Hotel Mezzanine,  L.L.C., a Delaware limited liability company, |
|   |                                         | Its managing member |
|   |                                         |   |
|   | By:                                          | W2005 Kapalua/Gengate Hotel  Holdings, L.L.C., a Delaware limited  liability company, Its managing member |
|   |                                         |   |
|   | By:                                          | Gengate Kapalua Holdings GP,  LLC, a Delaware limited liability  company, a member |
|   |                                         |   |
|   | By:                                          | Gencom Kapalua GP,  LLC, a Delaware limited  liability company, Its  managing member |
|   |                                         |   |
|   | By:                                          | /S/ GREG DENTON |
|   |                                         | Greg Denton, |
|   |                                         | Its Vice  President |

 

**[SignaturePage for Termination of Memorandum of Hotel Ground Leaseand Short Form of Second Amended and Restated Hotel Ground Lease]**

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WITNESS THE EXECUTION HEREOFas of the date hereinabove first written.
|        | MAUI LAND & PINEAPPLE  COMPANY, INC.,  a Hawaii corporation |
|--------|-----------------------------------------------------------------|
|   |                                                            |   |
|   |                                                            |   |
|   | By:                                                             | /S/ RYAN CHURCHILL |   |
|   |                                                            | Name: | Ryan Churchill |   |
|   |                                                            | Title: | Senior Vice  President |   |
|   |                                                            |   |   |
|   | By:                                                             | /S/ ROBERT I. WEBBER |   |
|   |                                                            | Name: | Robert I. Webber |   |
|   |                                                            | Title: | Chief Financial  Officer & Senior Vice President |   |
|        |                                                                 |  |  |  |  |  |

 

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