Exhibit 10.23

LOAN
AGREEMENT

between

AMERICAN
AGCREDIT, FLCA,

and

MAUI
LAND & PINEAPPLE COMPANY, INC.

Loan
No. 0426195000

December 22,
2010

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TABLE OF CONTENTS

1.


Definitions and Rules of Construction

1(a)


Definitions

1(b)


Rules of Construction

92.


Conditions Precedent

9(a)


Required Documents

9(b)


Wells Fargo Facility

9(c)


Approvals

9(d)


Event of Default

9(e)


Reimbursement of Expenses

9(f)


Modification Fee

93.


Conversion of Revolving Loan to Term Loan; Interest Rate

9(a)


Conversion of Revolving Loan to Term Loan on the Closing Date

9(b)


Interest Rate

9(c)


Computation of Interest

10(d)


Default Rate

10(e)


Interest Not to Exceed Maximum Lawful Rate

10(f)


Additional LIBOR Rate Provisions

114.


Repayment Terms

11(a)


Interest Payments

11(b)


Principal Payments; Maturity Date

11(c)


Payments Due on Business Days

11(d)


Late Charge

125.


Modification Fee

126.


Prepayments

12(a)


Mandatory Principal Prepayment from Sale of Collateral

12(b)


Mandatory Principal Prepayment from Sale of Other Assets

12(c)


Mandatory Prepayment of Net Issuance Proceeds from Issuance of Equity Interests

12(d)


Optional Prepayments

12(e)


Payment of Interest with Respect to a Prepayment; No Reborrowing

12(f)


LIBOR Breakage

127.


Manner and Time of Payment

138.


Capitalization

139.


Collateral; No Subordination

1410.


Representations and Warranties

14(a)


Corporate Existence; Compliance with Law and Agreements

14(b)


Corporate Power; Authorization; Enforceable Obligations

14(c)


Financial Statements and Condition; Disclosure

15(d)


Taxes

15(e)


Licenses; Permits; Intellectual Property Rights

15(f)


Labor Matters

16(g)


Investment Company Act

16(h)


Margin Regulations

16(i)


ERISA

16(j)


Brokers

16(k)


Environmental Matters

17(l)


Subsidiaries, Partnerships, and Joint Ventures

17(m)


Title Matters

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11.


Affirmative Covenants

17(a)


Eligibility

17(b)


Corporate Existence

17(c)


Compliance with Laws

17(d)


Property Maintenance

18(e)


Books and Records

18(f)


Inspection

18(g)


Reports and Notices

18(1)

Annual Financial Statements

18(2)

Quarterly Financial Statements, Projected Financial Statements and Operating and Capital Plan Updates

18(3)

Annual Capital Expenditures Budget

19(4)

Annual Budget and Three Year Plan

19(5)

Modifications to Six Quarter Rolling Budget

19(6)

Notice of Default

19(7)

Tax Returns

19(8)

Notice of Non-Environmental Litigation

19(9)

Notice of Environmental Litigation, Etc

19(10)

Consolidated Cash Flow Forecast

19(11)

Quarterly Conference Calls

19(12)

Other Information

20(h)


Insurance

20(i)


Kahului Parcel

20(j)


Compliance Certificate

21(k)


Title Insurance Policy

2112.


Negative Covenants

21(a)


Mergers, Acquisitions, Etc.

21(b)


Transfer of Assets

21(c)


Change in Business

21(d)


Liens

21(e)


Capital Expenditures

21(f)


Investments

21(g)


Restricted Payments

22(h)


Transactions with Affiliates

22(i)


Indebtedness

22(j)


Total Liabilities

22(k)


Liquidity

22(l)


No Amendment of Wells Fargo Loan Documents

2213.


Events of Default

22(a)


Payment Default

22(b)


Representations and Warranties

22(c)


Other Covenants and Agreements

22(d)


Other Indebtedness

23(e)


Judgments

23(f)


Insolvency, Etc

23(g)


Material Adverse Change

23(h)


Cross-Default to Wells Fargo Facility

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14.


Remedies Upon Events of Default

23(a)


Termination of Rights; Acceleration

23(b)


Enforcement

23(c)


Application of Funds

2415.


Indemnity

2416.


Complete Agreement; Amendments

2417.


Counterparts; Effectiveness

2418.


Applicable Law

2419.


MUTUAL WAIVER OF JURY TRIAL

2420.


Notices

2521.


Costs and Expenses

2522.


Effectiveness; Severability

2523.


Successors and Assigns

2624.


Communications with Wells Fargo Bank

2625.


Continuing Validity of Existing Agreements

2626.


Release

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Loan No. 0426195000

LOAN AGREEMENT

This LOAN AGREEMENT ("Agreement") is entered into as of December 22. 2010 (the "Effective Date") by and between AMERICAN
AGCREDIT, FLCA ("Lender"), and MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation ("Borrower").

Recitals

A.    Borrower
and Lender are parties to that certain Revolving Line of Credit Loan Agreement dated as of September 1, 2005 (as amended from time to time, the "Previous
Loan Agreement"), The Previous Loan Agreement amended, restated, and superseded an earlier loan agreement dated June 1, 1999, and entitled Term Loan Agreement, between Borrower and Lender
(which was then known as Pacific Coast Farm Credit Services, ACA).

B.    Borrower
has requested, and Lender has agreed, to amend and restate the Previous Loan Agreement in its entirety to convert the Loan referenced therein from a revolving
line of credit to a term loan and Lender has agreed to do so on the terms and conditions set forth in this Agreement and the other Loan Documents.

Agreement

NOW, THEREFORE, in consideration of the premises and covenants set forth below, the parties hereby agree that the Previous Loan
Agreement is hereby amended and restated in its entirety as follows effective from and after the Effective Date:

1.Definitions and Rules of Construction.



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2.Conditions Precedent.Lender's obligation to enter into this Agreement is subject to the following conditions
precedent:



3.Conversion of Revolving Loan to Term Loan; Interest Rate.



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4.Repayment Terms.



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5.Modification Fee.In consideration of the execution and delivery of this Agreement by Lender, Borrower shall
pay to Lender a loan modification fee of One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500) (the "Modification Fee"), which Modification Fee is equal to 0.75% of the original principal
balance of the Loan. The Modification Fee shall be due and payable upon the Closing Date. The full amount of the Modification Fee shall be considered earned upon receipt and no portion of the
Modification Fee shall be refundable to Borrower under any circumstances.

6.Prepayments.



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7.Manner and Time of Payment.Borrower shall make all payments by wire transfer of immediately available funds
as follows:

To:

US AgBank
Wichita, KansasABA Routing No.:

101104562AAccount Number:

11575000Account Name:

American AgCredit, FLCAReference:

Loan # 0426195000Attention

Tina Anaya, Accounting
P.O. Box 1120, Santa Rosa, CA 95492
Tel: (707) 545-1200
Fax: (707) 545-4446Tax ID No.:

94-1160795


(or
to such other account as Lender may designate by notice). Borrower shall give Lender telephonic notice no later than 12:00 noon Pacific Time of its intent to make a wire transfer. Wire transfers
received after 2:00 p.m. Pacific Time shall be credited on the next Business Day.

8.Capitalization.Borrower agrees to make such investments in Lender as Lender may from time to time require in
accordance with Lender's bylaws and capital plan. In connection with the foregoing, Borrower hereby acknowledges receipt, prior to the execution of this document, of copies of the following: Notice
Regarding Your Required Investment in this Association, 2009 Annual Report, and the Association's Capitalization Plan and Bylaws. All such investments and all other equities which the Borrower may now
own or hereafter acquire or be allocated in Lender shall be subject to a statutory first lien in favor of Lender to secure any indebtedness of Borrower to Lender.

At
the option of Lender, any amounts borrowed to purchase capital stock or participation certificates, and any amounts repaid from redemption of such stock or certificates, may be
recorded as part of the loan accounting in the transaction summary, or in a separate stock or loan account.

A
certificate will not be issued for capital stock or participation certificates, but ownership will be evidenced by the records of Lender. THE OWNERSHIP OF THE CAPITAL STOCK OR
PARTICIPATION CERTIFICATES WILL BE REGISTERED ON THE RECORDS OF LENDER AS FOLLOWS: MAUI LAND & PINEAPPLE COMPANY, INC., A HAWAII CORPORATION.

Borrower
hereby grants to Lender a security interest in and lien upon all capital stock and participation certificates as collateral for the Loan. Upon an Event of Default, Lender may
but is not required to apply all or part of the proceeds from such capital stock or participation certificates against the Loan.

UNTIL
WRITTEN NOTICE OF REVOCATION IS RECEIVED BY LENDER, TIM ESAKI IS AUTHORIZED TO VOTE FOR THE ABOVE-NAMED BORROWER AND IS AUTHORIZED TO REQUEST THE CONVERSION FROM ONE CLASS TO
ANOTHER OF ALL SHARES OF CAPITAL STOCK WHICH MAY BE REGISTERED IN THE NAME OF BORROWER.

As
required by Lender's bylaws and the federal income tax law, Borrower agrees that the amount of any distribution of patronage made by written notice of allocation to Borrower after the
date of this Agreement will be included in Borrower's gross income for the purpose of federal income tax for the year in which the notice is received.

Lender
hereby confirms that, as of the date of this Agreement, Borrower has made all investments in Lender currently required under its bylaws and capital plan.

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9.Collateral; No Subordination.The obligations of Borrower to Lender hereunder shall be secured as follows:
(i) Lender shall have first priority Liens on Borrower's fee interests in the real property located on the Island and County of Maui, State of Hawaii and identified as Tax Map Key parcel
numbers (2) 2-4-001-003, (2) 2-3-009-008, and (2) 4-3-001-031;
(ii) Lender shall have the lien referred to in Section 8 and any other liens provided by the Farm Credit Act; and (iii) Lender shall have, and Borrower hereby grants Lender a
security interest in, all cash, accounts, securities, investment property, instruments, documents, or other property of Borrower that is in Lender's possession or under its control (the items
described in clauses (i), (ii), and (iii) collectively, the "Collateral"). The obligations of Borrower to Lender under this Agreement shall constitute senior indebtedness and are not
subordinate in payment or priority to any other obligations of Borrower. Borrower is not authorized to sell or otherwise transfer of any of the Collateral.

10.Representations and Warranties.Borrower represents and warrants to Lender that, except as may be set forth
in the Disclosure Schedule or in a subsequent written disclosure to Lender, each of the following statements is true and correct on the date hereof and shall remain true and correct at all times
through the Maturity Date:



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11.Affirmative Covenants.Unless otherwise agreed to in writing by Lender, while this Agreement is in effect
whether or not any indebtedness is outstanding hereunder, Borrower agrees to, and, except with respect to the covenant contained in Section 11(a), to cause each Guarantor to:



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12.Negative Covenants.Unless otherwise agreed to in writing by Lender, while this Agreement is in effect,
Borrower will not, and will not permit any Guarantor to:



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13.Events of Default.Each of the following shall constitute an "Event of Default" hereunder:



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14.Remedies Upon Events of Default.Upon the occurrence of and during the continuance of each and every Event
of Default:



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15.Indemnity.Borrower shall indemnify and hold harmless each of Lender and its Affiliates, and each such
Person's respective officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages,
losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted
or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the
administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any
and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively,
"Indemnified Liabilities"); provided, that Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss,
liability or expense results solely from that Indemnified Person's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.

16.Complete Agreement; Amendments.This Agreement and all documents and instruments contemplated hereby are
intended by the parties to be a complete and final expression of their agreement. No amendment, modification, or waiver of any provision hereof or thereof, nor any consent to any departure of Borrower
herefrom or therefrom, shall be effective unless approved by Lender and contained in a writing signed by or on behalf of Lender and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. This Agreement amends and restates, in its entirety, the Previous Loan Agreement.

17.Counterparts; Effectiveness.This Agreement may be executed in any number of separate counterparts, each or
which shall collectively and separately constitute one agreement. This Agreement shall become effective upon execution by each party and delivery to the other parties of either an executed original of
the signature pages hereof or of a facsimile or other electronic transmission of such executed original of the signature pages hereof.

18.Applicable Law.Except to the extent governed by applicable federal law, this Agreement shall be governed
and construed in accordance with the laws of the State of California, without reference to choice of law doctrine.

19.MUTUAL WAIVER OF JURY TRIAL.BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE
MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THE PARTIES.

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20.Notices.All notices hereunder shall be in writing and shall be deemed to be duly given upon delivery, if
personally delivered, delivered by messenger service, or sent by telegram or facsimile transmission, or three (3) days after mailing if sent by express, certified or registered mail, to the
parties at the following addresses (or such other address for a party as shall be specified by like notice):

If
to Lender as follows:



If
to Borrower, as follows:



21.Costs and Expenses.Borrower shall pay all costs incurred by Lender, including reasonable attorneys fees, in
connection with the preparation for, negotiation of, and documentation of this Agreement, the Loan Documents, and any Guaranty Agreement. If in the future Lender shall employ the services of legal
counsel or any other professional or any third party in connection with (i) any request made by Borrower to Lender for a modification, amendment, waiver, or consent in connection with this
Agreement, any Other Document, or any Guaranty Agreement, (ii) rendering advice or other services to Lender regarding Lender's rights or obligations under this Agreement or any Other Document
or any Guaranty Agreement, whether or not an Event of Default has occurred or a request has been made by Borrower, (iii) representing the interests of Lender in any judicial or nonjudicial
action, suit or proceeding instituted by Lender or any other Person connected with or related to or with reference to the Loan or to reclaim, seek relief from a judicial or statutory stay, sequester,
protect, preserve or enforce Lender's interests, then in such event Borrower promises to pay reasonable attorney's fees and reasonable costs and expenses incurred by Lender and/or its attorney in
connection with the above-mentioned events. Such amounts shall be payable upon demand.

22.Effectiveness; Severability.This Agreement shall continue in effect until all indebtedness and obligations
of Borrower hereunder shall have been repaid and all commitments of Lender hereunder have terminated. Any provision of this Agreement or of any instrument or document contemplated hereby which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or thereof.

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23.Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of Borrower and Lender
and their respective successors and assigns except that Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of Lender. Lender may assign all or
any portion of its obligations under this Agreement without prior notice to Borrower and such assignment shall relieve Lender of any future obligations hereunder. If Lender shall assign a portion of
its obligations, Borrower shall enter into such amendments to the Loan Documents as Lenders shall request, such as providing new or replacement promissory notes and a revision to this Agreement to
reflect and agent/lender structure. Lender may grant or sell participation interests in its interests under this Agreement without notice to Borrower.

24.Communications with Wells Fargo Bank.Borrower authorizes Lender and Wells Fargo Bank (or any successor
agent or lender under the Wells Fargo Credit Facility) to communicate with each other concerning Borrower's financial affairs and to disclose to the other party any information concerning Borrower and
its Subsidiaries.

25.Continuing Validity of Existing Agreements.Except as expressly modified or superseded by this Agreement or
a Loan Document entered into in connection with this Agreement, the terms of any Loan Document in effect under the Previous Agreement shall remain unchanged and in full force and effect.

26.Release.Borrower hereby releases, remises, acquits and forever discharges Lender and its employees, agents,
representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions
(collectively, the "Released Parties"), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and
every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the
Released Parties prior to and including the date of delivery hereof, and in any way directly or indirectly arising out of or in any way connected to this Agreement or the transactions contemplated in
this Agreement (collectively, the "Released Matters"). Borrower acknowledges that the agreements in this Section are intended to be in full satisfaction of all or any alleged injuries or damages
arising in connection with the Released Matters.

Without
limiting the generality of the foregoing, Borrower hereby waives the provisions of any statute that prevents a general release from extending to claims unknown by the releasing
party, including Section 1542 of the California Civil Code which provides:



By
entering into this release, Borrower recognizes that no facts or representations are ever absolutely certain and Borrower may hereafter discover facts in addition to or different from
those which Borrower presently knows or believes 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 subsequently discover that any fact that Borrower relied upon in delivering this release was untrue, or that any
understanding of the facts was incorrect, Borrower shall not be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances
whatsoever. Borrower acknowledges that Borrower is not relying upon and has not relied upon any representation or statement made by Lender with respect to the facts underlying this release or with
regard to Borrower's rights or asserted rights.

This
release may be pleaded as a full and complete defense and/ or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted
or attempted in breach of this release. Borrower acknowledges that the release contained herein constitutes a material inducement to Lender to enter into this Amendment and that Lender would not have
done so but for Lender's expectation that such release is valid and enforceable in all events.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date shown above.

BORROWER:MAUI LAND & PINEAPPLE COMPANY, INC.,a Hawaii corporationBy:

/s/ TIM T. ESAKIName:

Tim T. EsakiTitle:

Chief Financial OfficerBy:

/s/ ADELE H. SUMIDAName:

Adele H. SumidaTitle:

Controller & SecretaryLENDER:AMERICAN AGCREDIT, FLCABy:

/s/ GARY VAN SCHUYVERName:

Gary Van SchuyverTitle:

Vice President


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GUARANTORS:

The
undersigned Guarantors hereby consent to, ratify and approve the terms, covenants, conditions and provisions of the foregoing Agreement and agree that the guaranties executed by them
include the obligations of the Borrower under the Agreement and, if requested by Lender, to enter into new guaranties.

KAPALUA LAND COMPANY, LTD.,a Hawaii corporationBy:

/s/ TIM T. ESAKIName:

Tim T. EsakiTitle:

Vice PresidentBy:

/s/ ADELE H. SUMIDAName:

Adele H. SumidaTitle:

Controller & SecretaryMAUI PINEAPPLE COMPANY, LTD., a Hawaii corporationBy:

/s/ TIM T. ESAKIName:

Tim T. EsakiTitle:

Vice PresidentBy:

/s/ ADELE H. SUMIDAName:

Adele H. SumidaTitle:

Controller & Secretary


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DISCLOSURE SCHEDULE



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