**Exhibit 10.2**

 

Loan No. 0426195000

 

**FIFTH AMENDMENT TOREVOLVING LINE OF CREDIT LOAN AGREEMENT**

 

This Fifth Amendment to Revolving Line of CreditLoan Agreement (this “**Amendment**”)is entered into by and between American AgCredit, FLCA (“**Lender**”) and Maui Land &Pineapple Company, Inc., a Hawaii corporation (“**Borrower**”), to be effective as of October 9,2009 (the “**Effective Date**”).

 

**RECITALS**

 

# *A.   Borrower and Lender are parties to a RevolvingLine of Credit Loan Agreement dated September 1, 2005 and amended by aFirst Amendment dated as of December 4, 2006, a Second Amendment dated asof September 30, 2008, a Third Amendment dated as of December 31,2008, and a Fourth Amendment dated as of December 31, 2008 (*asit may be further amended, restated, modified or supplemented from time to time, the “**Credit Agreement**”).  (Capitalized terms usedbut not otherwise defined in this Amendment shall have the meanings given tothem in the Credit Agreement.)

# * *

# *B.   Borrowerhas requested that Lender agree to modify certain terms of the CreditAgreement.  Lender is willing to do so onthe terms and conditions set forth in this Amendment.*

# * *

**Accordinglythe parties agree as follows:**

 

## 1.                                       **Conditions Precedent. **Themodification provided for herein is hereby granted provided that the followingconditions precedent are satisfied by a date acceptable to Lender in its solediscretion:

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### 1.1                                 Lender shall have receivedone or more counterparts of this Amendment duly executed and delivered byBorrower and each Guarantor.

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### 1.2                                 All of the representationsand warranties contained in the Credit Agreement shall continue to be true andcorrect and remain in full force and effect as of the date of this Amendment.

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### 1.3                                 Borrower shall have paid toLender a fee (the “**Amendment Fee**”)in the amount of $125,000.00.  TheAmendment Fee shall be considered fully earned and non-refundable upon itsreceipt by Lender and no portion thereof shall be refundable to Borrower underany circumstances.

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### Notwithstandingthe date on which the above conditions have been satisfied, the interestchanges provided for in this Amendment shall be deemed to have become effectiveas of October 1, 2009 and the new interest rates set forth in thisAmendment shall be effective retroactively to October 1, 2009.

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## 2.                                       **Amendments. **Provided thatthe conditions specified in Section 1 of this Amendment have beensatisfied, the Credit Agreement shall be modified and amended as follows:

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### 2.1                                 Amended and RestatedDefinitions.  Thefollowing definitions set forth in Section 1 of the Agreement are herebyamended and restated to read as follows:

 

### “ApplicableSpread” shall mean 4.25%.

 

### “BaseRate” shall mean the LIBOR Market Index Rate.

 

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### “CashEquivalents” shall mean (a) securities issued, guaranteed or insured bythe United States of America or any of its agencies with maturities of not morethan one year from the date acquired; (b) certificates of deposit withmaturities of not more than one year from the date acquired issued by a UnitedStates federal or state chartered commercial bank of recognized standing, or acommercial bank organized under the laws of any other country which is a memberof the Organization for Economic Cooperation and Development, or a politicalsubdivision of any such country, acting through a branch or agency, which bankhas capital and unimpaired surplus in excess of $500,000,000 and which bank orits holding company has a short-term commercial paper rating of at least A-2 orthe equivalent by S&P or at least P-2 or the equivalent by Moody’s; (c) reverserepurchase agreements with terms of not more than seven days from the dateacquired, for securities of the type described in clause (a) above andentered into only with commercial banks having the qualifications described inclause (b) above; (d) commercial paper issued by any Personincorporated under the laws of the United States of America or any Statethereof and rated at least A-2 or the equivalent thereof by S&P or at leastP-2 or the equivalent thereof by Moody’s, in each case with maturities of notmore than one year from the date acquired; and (e) investments in moneymarket funds registered under the Investment Company Act of 1940, as amended,which have net assets of at least $500,000,000 and at least 85% of whose assetsconsist of securities and other obligations of the type described in clauses (a) through(d) above.

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### “GAAP”shall mean United States generally accepted accounting principles set forth inthe opinions and pronouncements of the Accounting Principles Board of theAmerican Institute of Certified Public Accountants and statements andpronouncements of the Financial Accounting Standards Board or in such otherstatements by such other entity as may be approved by a significant segment ofthe accounting profession, which are applicable to the circumstances as of thedate of determination.

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### “PermittedEncumbrances” shall mean the following encumbrances: (i) Liens for taxesor assessments or other governmental charges or levies, either not yet due andpayable or to the extent that nonpayment thereof is permitted by the terms ofthis Agreement; (ii) pledges or deposits securing obligations underworkmen’s compensation, unemployment insurance, social security or publicliability laws or similar legislation; (iii) pledges or deposits securingbids, tenders, contracts (other than contracts for the payment of money) orleases to which Borrower or any Guarantor is a party as lessee made in theordinary course of business; (iv) workers’, mechanics’, suppliers’ orsimilar Liens arising in the ordinary course of business that are either notyet due and payable or that are being contested in good faith by appropriateproceedings and for which Borrower or any Guarantor has established adequatereserves; (v) carriers’, warehousemen’s, or other similar possessory Liensarising in the ordinary course of business; (vi) an attachment or judgmentLien, but only for a period of thirty (30) days following attachment of suchLien and such attachment or judgment lien shall cease to be a PermittedEncumbrance if the obligation that it secures has not been satisfied or bondedduring such thirty (30) day period; (vii) zoning restrictions, easements,licenses, or other restrictions on the use of real property or other minorirregularities in title (including leasehold title) thereto, so long as thesame do not materially impair the use, value, or marketability of such realproperty, leases or leasehold estates; (viii) Liens securing indebtednessowed by a Subsidiary to Borrower; (ix) security interests securingpurchase money indebtedness in capital assets, the acquisition of which ispermitted by this Agreement, and so long as the security interest does notencumber any asset other than the asset acquired; (x) any Lien listed as aPermitted Encumbrance on the Disclosure Schedule referred to in Exhibit Ato the Fifth Amendment; and (xi) the 

 

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### refinancingof the real property mortgages referred to in the Disclosure Schedule referredto in Exhibit A to the Fifth Amendment, provided that such refinancingcovers the same property covered by the original mortgages, secures a principalamount not in excess of that secured by such mortgages on the date ofrefinancing, and the terms of such refinancing have all been negotiated at armslength and are on fair market terms..

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### 2.2                                 New Definitions.  The following definitions are hereby added toSection 1 of the Agreement:

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### “CapitalizedLease Obligation” shall mean obligations under a lease (to pay rent or otheramounts under any lease or other arrangement conveying the right to use) thatare required to be capitalized for financial reporting purposes in accordancewith GAAP.  The amount of a CapitalizedLease Obligation is the capitalized amount of such obligation determined inaccordance with GAAP.

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### “ConsolidatedAdjusted EBITDA” shall mean, for any period, for Borrower and its Subsidiarieson a consolidated basis, the sum (without duplication) of: (a) ConsolidatedNet Income; plus (b) the sum of (i) Federal, state, local, andforeign income taxes, (ii) interest expense (including the interestportion of any capitalized lease obligations) and (iii) depletion,depreciation and amortization; plus (c) restructuring expenses; plus (d) thesum of extraordinary expenses and noncash expenses; minus (e) the sum ofextraordinary gains and noncash gains.

###  

### “DerivativesContract” shall mean (a) any transaction (including any master agreement,confirmation or other agreement with respect to any such transaction) nowexisting or hereafter entered into by Borrower or any of its Subsidiaries (i) whichis a rate swap transaction, swap option, basis swap, forward rate transaction,commodity swap, commodity option, equity or equity index swap, equity or equityindex option, bond option, interest rate option, foreign exchange transaction,cap transaction, floor transaction, collar transaction, currency swaptransaction, cross-currency rate swap transaction, currency option, creditprotection transaction, credit swap, credit default swap, credit defaultoption, total return swap, credit spread transaction, repurchase transaction,reverse repurchase transaction, buy/sell-back transaction, securities lendingtransaction, weather index transaction or forward purchase or sale of a security,commodity or other financial instrument or interest (including any option withrespect to any of these transactions) or (ii) which is a type oftransaction that is similar to any transaction referred to in clause (i) abovethat is currently, or in the future becomes, recurrently entered into in thefinancial markets (including terms and conditions incorporated by reference insuch agreement) and which is a forward, swap, future, option or otherderivative on one or more rates, currencies, commodities, equity securities orother equity instruments, debt securities or other debt instruments, economicindices or measures of economic risk or value, or other benchmarks againstwhich payments or deliveries are to be made, and (b) any combination ofthese transactions.

###  

### “EquityInterest” shall mean, with respect to any Person, any share of capital stock of(or other ownership or profit interests in) such Person, any warrant, option orother right for the purchase or other acquisition from such Person of any shareof capital stock of (or other ownership or profit interests in) such Personwhether or not certificated, any security convertible into or exchangeable forany share of capital stock of (or other ownership or profit interests in) suchPerson or warrant, right or option for the purchase or other acquisition fromsuch Person of such shares (or such other interests), and any other ownershipor profit interest in such Person (including, without limitation, partnership, 

 

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### memberor trust interests therein), whether voting or nonvoting, and whether or notsuch share, warrant, option, right or other interest is authorized or otherwiseexisting on any date of determination.

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### “FifthAmendment” shall mean the Fifth Amendment to Revolving Line of Credit LoanAgreement between Borrower and Lender dated on or about September 30,2009.

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### “Governmental Authority” shall mean any national,state or local government (whether domestic or foreign), any politicalsubdivision thereof or any other governmental, quasi-governmental, judicial,administrative, public or statutory instrumentality, authority, body, agency,bureau, commission, board, department or other entity (including, withoutlimitation, the Federal Deposit Insurance Corporation, the Comptroller of theCurrency or the Federal Reserve Board, any central bank or any comparableauthority) or any arbitrator with authority to bind a party at law.

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### “Indebtedness”shall mean , with respect to a Person, at the time of computation thereof, allof the following (without duplication): (a) all obligations of such Personin respect of money borrowed; (b) all obligations of such Person (otherthan trade debt incurred in the ordinary course of business), whether or notfor money borrowed (i) represented by notes payable, or drafts accepted,in each case representing extensions of credit, (ii) evidenced by bonds,debentures, notes or similar instruments, or (iii) constituting purchasemoney indebtedness, conditional sales contracts, title retention debtinstruments or other similar instruments, upon which interest charges arecustomarily paid or that are issued or assumed as full or partial payment forproperty; (c) Capitalized Lease Obligations of such Person; (d) allreimbursement obligations of such Person under or in respect of any letters ofcredit or acceptances (whether or not the same have been presented forpayment); (e) all Off-Balance Sheet Obligations of such Person; (f) allobligations of such Person to purchase, redeem, retire, defease or otherwisemake any payment in respect of any Mandatorily Redeemable Stock issued by suchPerson or any other Person, valued at the greater or its voluntary orinvoluntary liquidation preference plus accrued and unpaid dividends; (g) netobligations under any Derivative Contract (which shall be deemed to have anamount equal to the termination value thereof at such time but in no eventshall be less than zero); and (h) all Indebtedness of other Persons which (i) suchPerson has Guaranteed or is otherwise recourse to such Person or (ii) issecured by a Lien on any property of such Person.  For purposes of this definition, (x) theamount of any Indebtedness represented by a guaranty or other similarinstrument shall be the lesser of the principal amount of the obligationsguaranteed and outstanding and the maximum amount for which the guaranteeingPerson may be liable pursuant to the terms of the guaranty, and (y) theamount of any Indebtedness described in clause (h)(ii) above shall be thelower of the amount of the obligation and the fair market value of the assetssecuring such obligation.

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### “LIBORMarket Rate Index” shall mean, for any day, the LIBOR Rate as of that day forone-month deposits in U.S. Dollars at approximately 9:00 a.m. Pacific timefor such day (or if such day is not a Business Day, the immediately precedingBusiness Day).  The LIBOR Market IndexRate shall be determined on a daily basis.

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### “MandatorilyRedeemable Stock” shall mean, with respect to any Person, any Equity Interestof such Person which by the terms of such Equity Interest (or by the terms ofany security into which it is convertible or for which it is exchangeable orexercisable), upon the happening of any event or otherwise, (a) matures oris mandatorily redeemable, pursuant to a sinking fund obligation or otherwise(other than an Equity Interest to the extent redeemable in exchange for commonstock or other equivalent common Equity 

 

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### Interestsat the option of the issuer of such Equity Interest), (b) is convertibleinto or exchangeable or exercisable for Indebtedness or Mandatorily RedeemableStock, or (c) is redeemable at the option of the holder thereof, in wholeor part (other than an Equity Interest which is redeemable solely in exchangefor common stock or other equivalent common Equity Interests), in each case onor prior to the date on which all Loans are scheduled to be due and payable infull.

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### “MPC”shall mean Maui Pineapple Company, Ltd., a Hawaii corporation, or a successorentity that holds all or substantially all of its assets pursuant to a merger,sale or other transaction that has been approved by Lender in its reasonablediscretion.

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### “NonrecourseIndebtedness” shall mean, with respect to a Person, Indebtedness for borrowedmoney in respect of which recourse for payment (except for customary exceptionsfor fraud, misapplication of funds, environmental indemnities, and othersimilar customary exceptions to nonrecourse liability (but not exceptionsrelating to bankruptcy, insolvency, receivership or other similar events) in aform reasonably acceptable to Lender) is contractually limited to specificassets of such Person encumbered by a Lien securing such Indebtedness.

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### “Off-BalanceSheet Obligations” shall mean liabilities and obligations of Borrower, anySubsidiary or any other Person in respect of “off-balance sheet arrangements”(as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under theSecurities Act) which Borrower would be required to disclose in the “Management’sDiscussion and Analysis of Financial Condition and Results of Operations”section of Borrower’s report on Form 10-Q or Form 10-K (or theirequivalents) which Borrower is required to file with the SEC (or anyGovernmental Authority substituted therefor).

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### “TotalLiabilities” means, as to any Person as of a given date, all liabilities whichwould, in conformity with GAAP, be properly classified as a liability on aconsolidated balance sheet of such Person as of such date.

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### “UnconsolidatedAffiliate” shall mean, with respect to any Person, any other Person in whomsuch Person holds an Investment, which Investment is accounted for in thefinancial statements of such Person on an equity basis of accounting and whosefinancial results would not be consolidated under GAAP with the financialresults of such Person on the consolidated financial statements of such Person.

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### 2.3                                 Modified Definitions.  The following definitions set forth in Section 1of the Agreement are hereby modified as follows:

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### (a)                                  The definition of “FixedRate Tranche” is hereby amended to delete the words “and the One Year FixedRate Tranche” and to add the word “and” before the words “Six Month Fixed RateTranche.”

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### (b)                                 The definition of “InterestPeriod” is hereby amended to delete the words “or twelve (12) months add theword “or” before the words “six (6) months.”

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### 2.4                                 Deleted Definitions.  The following definitions set forth in Section 1of the Agreement are hereby deleted:

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### “DrawPeriod”

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### “OneYear Fixed Rate Tranche”

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### “TermLoan”

 

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### 2.5                                 Amendment of Section 3(a).  Section 3(a) of the Agreement ishereby amended to add the words “day before” prior to the words “Maturity Date”on line 2 and to delete the third and fourth sentences thereof.

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### 2.6                                 Amendment of Section 3(c).  Section 3(c) of the Agreement ishereby amended to delete the last sentence of such section and replace it withthe following: “Notwithstanding any other provision of this Agreement to thecontrary, from and after October 1, 2009, in no event shall the Base Ratebe less than five and one-half of one percent (5.50%) per annum.”

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### 2.7                                 Amendment of Section 3(d)(2).  Section 3(d)(2) of the Agreement ishereby amended to (i) delete “this Section 3(d)(2)” and replace itwith “Section 3(d)(1)” in each place where it appears in such Section, (ii) renumbersuch subsection as Section 3(d)(3), and (iii) insert the following asnew subsection 3(d)(2):

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### (2)                                  Interest onFixed Rate Tranches.  Each FixedRate Tranche shall bear interest, from the Closing Date through the date onwhich such Fixed Rate Tranche is paid in full, at a rate per annum equal to thegreater of (i) five and one-half of one percent (5.50%) or (ii) thesum of (x) the applicable LIBOR Rate for such Fixed Rate Tranche, plus (y) theApplicable Spread for the Interest Period then in effect for such Fixed RateTranche.

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### 2.8                                 Amendment of Section 3(i).  Section 3(i) of the Agreement ishereby amended to delete “or Lender” from such Section, and to delete “Section 3(i)(3)”and replace it with “Section 3(i)”.

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### 2.9                                 Amendment of Section 4(b).  Section 4(b) of the Agreement ishereby amended to delete “March 13, 2010” and replace it with “March 1,2011” and to add the following sentence at the end thereof:  “Any extension of the Maturity Date shall bein the sole and absolute discretion of Lender.”

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### 2.10                           Amendment and Restatement ofSection 4(d).  Section 4(d) ishereby amended and restated to read as follows:

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### (d)                                 Late Charge.  If any payment required under this Agreementis not paid within ten (10) days after it becomes due and payable,Borrower shall pay a late charge for late payment to compensate Lender for theloss of use of funds and for the expenses of handling the delinquent payment,in an amount equal to four percent (4%) of such delinquent payment.  Such late charge shall be paid in any eventnot later than the due date of the next subsequent installment of principaland/or interest.  In the event thematurity of the Obligations hereunder occurs or is accelerated, this Section shallapply only to payments overdue prior to the time of such acceleration.  This Section shall not be deemed to be awaiver of Lender’s right to accelerate payment of any of the Obligations aspermitted under the terms of this Agreement.

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### 2.11                           Amendment of Section 4(e).  Section 4(e) of the Agreement ishereby amended to (a) delete “one quarter of one-percent (.0.25%)” in thefirst sentence and replacing it with “four-tenths of one percent (0.40%),” and (b) deletingthe third sentence and all the language following the third sentence.”

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### 2.12                           Amendment of Section 6(d).  Section 6(d) of the Agreement ishereby amended to delete the number “(1),” to delete “or the One Year FixedRate Tranche,” to delete “; and” at the end of the paragraph formerly numbered “(1),”and to delete paragraph (2) in its entirety.

 

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### 2.13                           Amendment of Section 11.  Section 11 of the Agreement is herebyamended as follows:

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#### 2.13.1                  Section 11(g)(2) ofthe Agreement is amended and restated to read as follows:

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### (2)                                  QuarterlyFinancial Statements, Projected Financial Statements and Operating and CapitalPlan Updates.  No laterthan sixty (60) days after the end of each Fiscal Quarter: (i) internallyprepared quarterly financial statements containing the same informationregularly generated by Borrower on its internal quarterly financial statementsand its quarterly filings with the Securities and Exchange Commission on Form 10-Q,accompanied by a compliance certificate from Borrower’s chief financialofficer, in the form attached hereto as Exhibit B, certifying that as ofthe date of such financial statement there did not exist a Default or Event ofDefault under this Agreement; (ii) projections of the financial statementsof the Borrower for the next six Fiscal Quarters, including a projected incomestatement, balance sheet and cash flow statement of Borrower for the six FiscalQuarter period immediately following such Fiscal Quarter, which projectionshall state the assumptions used in the preparation thereof, include adescription and discussion of the variance of the performance projected in suchprojected financial statements from the performance during the Fiscal Quarterthen ended, and include a commentary with respect to the performance of thesegments described in such projected financial statements, accompanied by acertificate from Borrower’s chief financial officer certifying that suchfinancial projections represent Borrower’s best estimates and assumptions as toperformance during such period, which Borrower believes to be fair andreasonable as of the time made in the light of then current and reasonablyforeseeable business conditions; (iii) an update of the Borrowersoperating and capital plan for the Fiscal Quarter then ended, which shallinclude, without limitation, a segment overview, a review of objectives andwork streams, progress updates, a review of actions to date, a responsibilitymatrix, and an outsourced, leased or sold update; (iv) a reconciliation, ona rolling four quarter basis ending with the most recent Fiscal Quarter thenended, of the actual Consolidated Adjusted EBITDA projected for each FiscalQuarter during such period to the actual Consolidated Adjusted EBITDA containedin the quarterly financial statements provided by Borrower pursuant to thisSection; and (v) a leasing/occupancy status report, together with acurrent rent roll, for any real property owned by Borrower that is used forretail or commercial purposes;

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#### 2.13.2                  Section 11(g)(9) of the Agreementis amended to delete the “and” at the end of such Section.

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#### 2.13.3                  Section 11(g)(10) of the Agreementis amended and restated to read as follows:

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### (10)                            ConsolidatedCash Flow Forecast.  No laterthan twenty (20) days following the end of each month, a consolidated forecastof the cash flows of Borrower for the upcoming twenty-four month period, whichforecast shall state the assumptions used in the preparation thereof and beaccompanied by a certificate from Borrower’s chief financial officer certifyingthat such forecast represents Borrower’s best estimate and assumption as toperformance during such period, which Borrower believes to be fair andreasonable as of the time made in the light of then current and reasonablyforeseeable business conditions;

 

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#### 2.13.4      A new Section 11(g)(11) of theAgreement is hereby added as follows:

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#### (11)         Quarterly Conference Calls.  Promptly upon delivery of the financialinformation described in Section 11(g)(2) above, Borrower’s chieffinancial officer or his/her designee shall make himself/herself available, ata time acceptable to Lender, for a conference call to discuss such information;and

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#### 2.13.5      A new Section 11(g)(12) of theAgreement is hereby added as follows:

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#### (12)         Other Information.  Such other information regarding thecondition or operations, financial or otherwise, of Borrower or any Guarantoras Lender may, from time to time, reasonably request.  All information provided by Borrower toLender pursuant to this Section shall be in form and substance satisfactoryto Lender in all respects.

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### 2.14                           Amendment of Section 12(b).  Section 12(b) of the Agreement ishereby amended to replace “and (iii)” with “(iii) all or a portion of theassets of MPC; (iv) all or a portion of the Equity Interest held byBorrower in MPC; and (v)”.

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### 2.15                           Amendment of Section 12(d).  Section 12(d) of the Agreement ishereby amended to replace “Collateral” with “any assets of Borrower,”.

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### 2.16                           Amendment of Section 12(e).  Section 12(e) of the Agreement ishereby amended to replace “Forty Million Dollars ($40,000,000)” with “SevenMillion Dollars ($7,000,000)” and “2005” with “2009”.

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### 2.17                           Amendment and Restatement ofSection 12(i).  Section 12(i) ofthe Agreement is hereby amended and restated to read as follows:

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### (i) Indebtedness.  Incur anyIndebtedness other than the Loan, except for Indebtedness disclosed on theconsolidated balance sheet of Borrower and its Subsidiaries dated as of September 30,2009, provided, however, that (i) Borrower may incur up to $50,000,000 intotal Indebtedness outstanding at any time pursuant to that certain Amended andRestated Credit Agreement, dated as of even date herewith, between Borrower,Wells Fargo Bank, National Association, as administrative agent and sole leadarranger, and the financial institutions party thereto; (ii) Borrower mayincur up to $250,000 in total Indebtedness outstanding at any time inconnection with the acquisition or lease of equipment used in the ordinarycourse of its business; (iii) Borrower may incur Capitalized LeaseObligations in the ordinary course of business; and (iv) the amount ofIndebtedness attributable to the convertible debt of Borrower in existence asof the date hereof may be increased, provided that such increase arises solelyfrom the recalculation of the amount of such debt under GAAP based on a changein the stock price of shares of Borrower (and not as a result of the issuanceof new Indebtedness).

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### 2.18                           Amendment and Restatement ofSection 12(j).  Section 12(j) ofthe Agreement is hereby amended and restated to read as follows:

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### (j) Total Liabilities.  Permit itsTotal Liabilities to exceed $240,000,000 at any time, as calculated at the endof each Fiscal Quarter.

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### 2.19                           Addition of New Section 12(k).  A new Section 12(k) of theAgreement is hereby added as follows:

 

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### (k)           Liquidity.  Permit its Liquidity, as of the end of anycalendar quarter, to be less than $8,000,000. As used herein, “Liquidity” shall mean the sum of (i) cash, (ii) CashEquivalents, (iii) publicly traded and publicly quoted marketablesecurities acceptable to Lender Agent in its reasonable discretion, (iv) undisbursedcommitment under secured lines of credit available to Borrower, and (v) theamount, if any, not to exceed $2,000,000, by which accounts receivable of theBorrower exceed accounts payable of the Borrower, net, in connection with anyof the foregoing, of any encumbrance, setoff or claim and minus anyunsecured Indebtedness of Borrower.

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### Theforegoing shall supersede Section 3.2 of the Fourth Amendment and the “Liquidity”covenant set forth in the Fourth Amendment shall no longer be of any force oreffect.

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### 2.20                           Amendment and Restatement ofSection 13(d).  Section 13(d) ofthe Agreement is hereby amended and restated to read as follows:

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### (d)  Other Indebtedness. Borrower or anyGuarantor shall fail to pay when due any Indebtedness or any other event occurswhich, under any agreement or instrument relating to such Indebtedness, has theeffect of accelerating or permitting the acceleration of such Indebtedness,whether or not such Indebtedness is actually accelerated.

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### 2.21                           Amendment of Section 13(f).  Section 13(f) is hereby amended toadd the following at the end of such section: “, provided, however, that, notwithstanding anything in this Section 13(f) tothe contrary, Borrower may liquidate, wind-up, dissolve or cease the operationsof MPC.”

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### 2.22                           General Amendment.  The words “Indebtedness for Borrowed Money”are herby changed to “Indebtedness” each time they appear.

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

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

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### 3.2                                 This Amendment constitutes alegal, valid and binding obligation of Borrower, enforceable against Borrowerin accordance with its terms, except as enforcement may be limited bybankruptcy, insolvency, reorganization, moratorium or similar laws or equitableprinciples relating to or limiting creditors’ rights generally.

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### 3.3                                 The representations andwarranties of Borrower set forth in Section 10 of the Credit Agreement arecorrect in all material respects as though made on and as of the date of thisAmendment (provided, if a representation or warranty was made as of a specificdate, such representation or warranty was true and correct in all materialrespects as of the date made).

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### 3.4                                 Since the date of the lastfinancial statements delivered by Borrower to Lender, there has been nomaterial adverse change in the business, assets, liabilities (actual orcontingent), operations, condition (financial or otherwise) or prospects ofBorrower and its Subsidiaries taken as a whole or in the facts and informationregarding such entities as represented to Lender to date.

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### 3.5                                 Except as set forth on Schedule3.5 hereto, there are no actions, suits, investigations or proceedingspending or to Borrower’s knowledge, threatened in any court or 

 

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### before any arbitrator or governmentalauthority that purport (x) to materially and adversely affect Borrower orany of its Subsidiaries, or (y) to affect any transaction contemplatedhereby or the ability of Borrower to perform its obligations under the LoanDocuments.

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### 3.6                                 Borrower is in materialcompliance with all laws, including satisfaction of all tax obligations priorto delinquency.

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### 3.7                                 Borrower is in compliancewith all insurance requirements imposed upon Borrower under the Loan Documents.

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### 3.8                                 Borrower is in compliancewith the negative covenants set forth in Section 12 of the CreditAgreement, as amended herein.

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## 4.                                       **Representations and Warranties of Guarantors. **Each Guarantor by itssignature below represents, warrants and covenants to Lender that:

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### 4.1                                 Such Guarantor knows of noDefault or Event of Default under the terms and conditions of the LoanDocuments.

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### 4.2                                 This Amendment constitutes alegal, valid and binding obligation of such Guarantor, enforceable against suchGuarantor in accordance with its terms, except as enforcement may be limited bybankruptcy, insolvency, reorganization, moratorium or similar laws or equitableprinciples relating to or limiting creditors’ rights generally.

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### 4.3                                 Since the date of the lastfinancial statements delivered by Borrower to Lender, there has been nomaterial adverse change in the business, assets, liabilities (actual orcontingent), operations, condition (financial or otherwise) or prospects ofsuch Guarantor taken as a whole or in the facts and information regarding suchGuarantor as represented to Lender to date.

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### 4.4                                 Except as set forth on Schedule3.5 hereto, there are no actions, suits, investigations or proceedingspending or to Borrower’s knowledge, threatened in any court or before anyarbitrator or governmental authority that purport (x) to materially andadversely affect such Guarantor, or (y) to affect any transactioncontemplated hereby or the ability of Guarantor to perform its obligationsunder the Loan Documents.

###  

### 4.5                                 Such Guarantor is inmaterial compliance with all laws, including satisfaction of all taxobligations prior to delinquency.

###  

## 5.                                       **Continuing Validity. **Except asexpressly modified or changed by this Amendment, the terms of the CreditAgreement, the Note and all other related loan documents remain unchanged andin full force and effect. Consent by Lender to the changes described hereindoes not waive Lender’s right to strict performance of the terms and conditionscontained in the Credit Agreement, the Note and all other loan and securitydocuments as amended, nor obligate Lender to make future changes in terms.Nothing in this Amendment will constitute a satisfaction of the indebtednessrepresented by the Note.

##  

## 6.                                       **Release.**  Borrowerhereby releases, remises, acquits and forever discharges Lender and its employees,agents, representatives, consultants, attorneys, fiduciaries, officers,directors, partners, predecessors, successors and assigns, subsidiarycorporations, parent corporations, and related corporate divisions(collectively, the “Released Parties”), from any and all actions and causes ofaction, judgments, executions, suits, debts, claims, demands, liabilities,obligations, damages and 

 

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## expensesof any and every character, known or unknown, direct and/or indirect, at law orin equity, of whatsoever kind or nature, for or because of any matter or thingsdone, omitted or suffered to be done by any of the Released Parties prior toand including the date of delivery hereof, and in any way directly or indirectlyarising out of or in any way connected to the Credit Agreement (collectively,the “Released Matters”).  Borroweracknowledges that the agreements in this Section are intended to be infull satisfaction of all or any alleged injuries or damages arising inconnection with the Released Matters.

##  

Withoutlimiting the generality of the foregoing, Borrower hereby waives the provisionsof any statute that prevents a general release from extending to claims unknownby the releasing party, including Section 1542 of the California CivilCode which provides:

 

Ageneral release does not extend to claims which the creditor does not know orsuspect to exist in his or her favor at the time of executing the release,which if known by him or her must have materially affected his or hersettlement with the debtor.

 

Byentering into this release, Borrower recognizes that no facts orrepresentations are ever absolutely certain and Borrower may hereafter discoverfacts in addition to or different from those which Borrower presently knows orbelieves to be true, but that it is the intention of Borrower to hereby fully,finally and forever settle and release all matters, disputes and differences,known or unknown, suspected or unsuspected; accordingly, if Borrower should subsequentlydiscover that any fact that Borrower relied upon in delivering this release wasuntrue, or that any understanding of the facts was incorrect, Borrower shallnot be entitled to set aside this release by reason thereof, regardless of anyclaim of mistake of fact or law or any other circumstances whatsoever.  Borrower acknowledges that Borrower is notrelying upon and has not relied upon any representation or statement made byLender with respect to the facts underlying this release or with regard toBorrower’s rights or asserted rights.

 

Thisrelease may be pleaded as a full and complete defense and/ or as across-complaint or counterclaim against any action, suit, or other proceedingthat may be instituted, prosecuted or attempted in breach of this release.  Borrower acknowledges that the releasecontained herein constitutes a material inducement to Lender to enter into thisAmendment and that Lender would not have done so but for Lender’s expectationthat such release is valid and enforceable in all events.

 

## 7.                                       **Enforceability.** Borrower represents, warrants and acknowledges that it has had theopportunity to consult with independent counsel regarding the legal effects ofthis Amendment, and that it is executing this Amendment of its own free willand accord, for the purposes and considerations set forth herein.  Borrower hereby acknowledges that thisAmendment is binding and enforceable against it in accordance with its terms,except as enforceability may be limited by applicable bankruptcy, insolvency,or similar laws relating to the enforcement of creditor’s rights generally andby general equitable principles.  Any lawor regulation that provides that the language of a contract shall be construedagainst the drafter shall not apply to this Amendment.

##  

## 8.                                       **Miscellaneous**.

##  

### 8.1                                 Borrower acknowledges andagrees that the execution and delivery by the Lender of this Amendment shallnot be deemed to create a course of dealing or an obligation to execute similaramendments or substitutions of collateral under the same or similarcircumstances in the future.

###  

### 8.2                                 This Amendment shall bebinding upon and inure to the benefit of the Borrower, and Lender and theirrespective successors and assigns.

 

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### 8.3                                 This Amendment shall begoverned by and construed in accordance with the laws of the State ofCalifornia.

###  

### 8.4                                 This Amendment contains theentire agreement of the parties hereto with reference to the matters discussedherein.

###  

### 8.5                                 If any term or provision ofthis Amendment shall be deemed prohibited or invalid under any applicable law,such provision shall be invalidated without affecting the remaining provisionsof this Amendment, the Credit Agreement, the Note or any other Loan Documentsor related documents.

###  

### 8.6                                 This Amendment may beexecuted in multiple counterparts, each of which shall be deemed to be anoriginal and all of which when taken together shall constitute one and the sameinstrument.  The manual signature of anyparty hereto that is transmitted to any other party or its counsel by facsimileor electronic transmission shall be deemed for all purposes to be an originalsignature.

 

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

###  

**THEUNDERSIGNED AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH ABOVE.**

 

**BORROWER:**

 

**MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaiicorporation**

 
| By:                         | /S/ JOHN P. DURKIN      |   |
|-----------------------------|-------------------------|--------|
| Name:                       | John P. Durkin          |   |
| Title:                      | Chief Financial Officer |   |
|                        |                    |   |
| By:                         | /S/ RYAN L. CHURCHILL   |   |
| Name:                       | Ryan L. Churchill       |   |
| Title:                      | Senior Vice President   |   |
|                        |                    |   |
| **LENDER:**                 |                    |
| ** **                  |                    |
| **AMERICAN AGCREDIT, FLCA** |                    |
| ** **                  |                    |
| By:                         | /S/ GARY VANSCHUYVER    |   |
| Name:                       | Gary VanSchuyver        |   |
| Title:                      | Vice President          |   |

 

THE SIGNATURES OF GUARANTORS APPEAR ON THE FOLLOWING PAGE.

 

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**GUARANTORS:**

 

The undersigned Guarantorshereby consent to, ratify and approve the terms, covenants, conditions andprovisions of the foregoing Amendment, agree that the guaranty(ies) executed bythem shall be extended to include the obligations of the Borrower under theCredit Agreement as amended by this Amendment, and join in the release grantedby Borrower to Lender in the foregoing Amendment.

 

**KAPALUA LAND COMPANY, LTD., a Hawaii corporation**

 
| By:                                                    | /S/ JOHN P. DURKIN         |   |
|--------------------------------------------------------|----------------------------|--------|
| Name:                                                  | John P. Durkin             |   |
| Title:                                                 | Chief Financial Officer    |   |
|                                                   |                       |   |
| By:                                                    | /S/ RYAN L. CHURCHILL      |   |
| Name:                                                  | Ryan L. Churchill          |   |
| Title:                                                 | Senior Vice President      |   |
|                                                   |                       |   |
|                                                   |                       |   |
| **MAUI PINEAPPLE COMPANY, LTD., a Hawaii corporation** |
| ** **                                             |
| By:                                                    | /S/ JOHN P. DURKIN         |   |
| Name:                                                  | John P. Durkin             |   |
| Title:                                                 | Chief Financial Officer    |   |
|                                                   |                       |   |
| By:                                                    | /S/ RYAN L. CHURCHILL      |   |
| Name:                                                  | Ryan L. Churchill          |   |
| Title:                                                 | Member, Board of Directors |   |

 

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