Exhibit 10.57  Execution Version  SECOND
OMNIBUS AMENDMENT TO CONSTRUCTION
LOAN DOCUMENTS  Project commonly know as the  Residences at Kapalua Bay  THIS SECOND OMNIBUS AMENDMENT TO CONSTRUCTION LOAN
DOCUMENTS (the Second Amendment) is made as of February 11, 2009,
by and among KAPALUA BAY, LLC(Borrower),
CENTRAL PACIFIC BANK,a
Hawaii bank (Central Pacific), DEUTSCHE HYPOTHEKENBANK
(ACTIEN-GESELLSCHAFT) (Deutsche Hypo), LANDESBANK
BADEN-WÜRTTEMBERG (LBBW), SWEDBANK AB
(PUBL), NEW YORK BRANCH (Swedbank), MH KAPALUA
VENTURE, LLC (MH Kapalua), LEHMAN
BROTHERS HOLDINGS INC. (LBHI; LBHI, Central Pacific,
Deutsche Hypo, LBBW, Swedbank and MH Kapalua being referred to herein
individually as a Lender and collectively as the Lenders),
Central Pacific as agent for the Lenders (the Agent), MAUI LAND &  PINEAPPLE COMPANY, INC.(ML&P),
THE RITZ-CARLTON DEVELOPMENT COMPANY, INC.
(Ritz-Carlton), EXCLUSIVE RESORTS
DEVELOPMENT COMPANY, LLC (ERDC; ERDC, ML&P and Ritz
Carlton being referred to herein individually as a Guarantor and
collectively as Guarantors), KAPALUA
BAY HOLDINGS, LLC (Holdings), EXCLUSIVE
RESORTS, LLC (Exclusive Resorts)and
MARRIOTT INTERNATIONAL, INC. (MII).  RECITALS  A.            Borrower is the fee owner of that certain tract of land
located in Lahaina, Maui, Hawaii, and being more fully described in Exhibit A-1
of the Amended and Restated Loan Agreement (as defined below) (the Development
Land).  B.            Borrower is the owner of a leasehold interest in that
certain tract of land located in Lahaina, Maui, Hawaii, and being more fully
described in Exhibit A-2 of the Amended and Restated Loan Agreement (the Spa
Land; and collectively with the Development Land, the Land).  C.            Borrower is developing a residential development on the
Development Land and has submitted the Development Land to a condominium
property and fractional ownership regime which includes for-sale Residential
Condominium Units and Fractional Ownership Units.  The Spa Land is being developed as a Spa for
the benefit of the guests and residents of the Project.  The Land, the Spa and the other Improvements
and the Personal Property located thereon are collectively sometimes  1


referred to as the Project.  D.            LBHI, as lender, and Borrower, as borrower, entered into
a Construction Loan Agreement, dated as of July 14, 2006, as amended from
time to time (the Original Construction Loan Agreement), pursuant to
which LBHI agreed to make a loan to Borrower in the aggregate amount of up to
$370,000,000 to finance in part the construction of the Project (the Original
Loan).  E.             LBHI and Borrower entered into a Note Splitter and
Reaffirmation Agreement, dated as of January 26, 2007, pursuant to which
the original note delivered by Borrower pursuant to the Original Construction
Loan Agreement was split, divided and apportioned into the following six
separate promissory notes delivered by Borrower to LBHI: (i) the Amended,
Severed and Restated Promissory Note (Note A-1) in the principal amount of
$30,000,000 (the Split Note A-1), (ii) the Amended, Severed and
Restated Promissory Note (Note A-2) in the principal amount of $25,000,000 (the
Split Note A-2); (iii) the Amended, Severed and Restated
Promissory Note (Note A-3) in the principal amount of $25,000,000 (the Split
Note A-3); (iv) the Amended, Severed and Restated Promissory Note
(Note A-4) in the principal amount of $15,000,000 (the Split Note A-4);
(v) Amended, Severed and Restated Promissory Note (Note A-5) in the
principal amount of $255,000,000 (the Split Note A-5 and together with
Note A-1, Note A-2, Note A-3 and Note A-4, collectively, the Split A Notes);
and (vi) the Amended, Severed and Restated Promissory Note (Note B) in the
principal amount of $20,000,000 (the Split Note B, and collectively
with the Split A Notes, the Split Notes).  F.             Pursuant to Assignment and Assumption Agreements, each
dated February 1, 2007, LBHI subsequently assigned the Split Note A-1 to
Central Pacific, the Split Note A-2 to Landesbank Sachsen Girozentrale
(predecessor in interest to LBBW) and the Split Note A-3 to Deutsche Hypo.  LBHI retained the Split Note A-4, the Split
Note A-5 and the Split Note B.  Swedbank
subsequently became the assignee and successor-in-interest to the Split Note B.  G.            Pursuant to the Co-Lending Agreement, dated as of February 1,
2007, as amended from time to time (the Co-Lending Agreement), among
LBHI, as agent, and the holders of the Split Notes, the holders of the Split
Notes appointed LBHI as agent for the holders of the Split Notes (in such
capacity, the Prior Agent).  H.            Pursuant to a Master Assignment and Assumption and
Modification Agreement, dated as of the date hereof, among Prior Agent, the
holders of the Split  2


Notes, the Lenders and Borrower, the holders of the
Split Notes assigned their outstanding loans and a portion of their funding
commitments under the Original Construction Loan Agreement to the Lenders and
the remaining portion of the unfunded loan commitment of the Split Note Holders
under the Original Construction Loan Agreement was cancelled, and a portion of
the outstanding balance of the Split Note B was repaid.  I.              Pursuant to a letter agreement dated as of the date
hereof among Borrower, the Lenders and the Prior Agent as resigning agent and
the Agent as successor agent, (i) the Prior Agent resigned as agent for
the Lenders, (ii) Agent was appointed the successor agent for the Lenders
and (iii) the Prior Agent assigned to the Agent its rights and privileges
as agent under the Co-Lending Agreement and the Loan Documents.  J.             Borrower, the Lenders and Agent have entered into an
Amended and Restated Construction Loan Agreement (the Amended and Restated
Loan Agreement), dated as of the date hereof, which amends and restates
the Original Loan Agreement in its entirety and supersedes and terminates the
Co-Lending Agreement.  K.            Borrower, Agent, the Lenders, Guarantors, Holdings,
Exclusive Resorts, and MII hereto desire to modify and amend the Loan Documents
in the manner hereinafter set forth.  NOW, THEREFORE, in consideration of the covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, Agent, the Lenders,
Guarantors, Holdings,  Exclusive Resorts
and MII, intending to be legally bound, do hereby covenant and agree as
follows:  1.             Recitals and Definitions. The recitals set forth
herein are true and accurate and are incorporated herein by reference.
Capitalized terms which are not specifically defined herein shall have the
meanings set forth in the Amended and Restated Loan Agreement.  2.             Amendments to Loan Documents.  The Loan Documents, other than the Amended
and Restated Loan Agreement, are hereby amended, supplemented and modified as
of the date hereof as follows:  (a)           All references in the Loan Documents to the Note shall
mean and refer, collectively, to the Facility A Notes, the Facility B-1 Notes,
the Facility B-2 Notes,  3


the Facility C-1 Notes and the Facility C-2 Notes.  (b)           All references in the Loan Documents to the Loan shall
mean the Loans.  (c)           All references in the Loan Documents to the Loan
Documents shall mean the Loan Documents.  (d)           All references in the Loan Documents to the Loan
Agreement shall mean the Original Loan Agreement, as amended and restated by
the Amended and Restated Loan Agreement, as the same may be amended, modified
and supplemented from time to time.  (e)           All references in the Loan Documents to the CM Agreement
shall mean the Project Management Development Agreement between Kapalua Bay,
LLC and The Ritz Carlton Development Company, Inc. dated as of October 1,
2004, as amended by the First Addendum to Project Management Development
Agreement, dated as of January 21, 2009, as the same may be further
amended, modified and supplemented from time to time.  (f)            All references in the Loan Documents to any Loan Document
shall be deemed to mean such Loan Document, as modified by this Second
Amendment or the Second Omnibus Amendment to Recorded Construction Loan
Documents dated as of the date hereof (the Second Amendment to Recorded
Loan Documents), as the
case may be, as the same may be further amended, modified and supplemented from
time to time.  (g)           Each reference to Lender under any Loan Document, other
than the Amended and Restated Loan Agreement and other than the Notes, shall
mean (i) in the context of any reference to the Loans or to the Notes, the
Lenders or a Lender, as the context may require, and (ii) in all other
respects, Central Pacific, as Agent, and its successors and assigns in such
capacity.  (h)           All notices to be sent to Lender under any Loan
Document, other than the Amended and Restated Loan Agreement and other than the
Notes, shall be sent to Agent, as follows:  Central Pacific Bank, as Agent 220 South King Street, Suite 2000 Honolulu, Hawaii 96813  4


Attention: Ryan M. Harada Telecopy: 808-544-0719 Telephone: 808-544-0714  With a copy to:  TriMont Real Estate Advisors, Inc. Monarch Tower 3424 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326 Attention: Nancy A. Wilson Telecopy: 404-582-8759 Telephone: 404-954-5284  (i)            The rules of construction set forth in Section 2.2
of the Amended and Restated Loan Agreement shall apply to each Loan Document as
if fully set forth therein.  3.             Amendments to Pledge of Accounts, Security Agreement
and Rights to Payment.  The Pledge of
Accounts, Security Agreement and Rights to Payment is hereby amended as of the
date hereof as follows:  (a)               Section 1 is hereby restated as follows:  1.  PLEDGE OF ACCOUNTS AND
GRANT OF SECURITY INTEREST. 
For valuable consideration, the undersigned,KAPALUA BAY
LLC, a Delaware limited liability company (Debtor),
hereby assigns and pledges to CENTRAL PACIFIC BANK,
a Hawaii bank (Agent), and hereby grants,
assigns and transfers to Agent a security interest in the following property,
rights, agreements, escrow accounts, deposit accounts, accounts receivable,
chattel paper, instruments, documents and general intangibles or other rights
to payment (collectively called the Collateral):  (i) 
all Condominium Deposit Accounts, including, without limitation, Escrow Agents
Account No. 0003-232433 at Bank of Hawaii, in their 130 Merchant Street,
Honolulu, HI 96813, branch (collectively, the Accounts),
which now or hereafter may be  5


held
for Debtor, including by First American Title Company, Inc., as agent (Escrow Agent) and all certificates and instruments, if any,
from time to time representing or evidencing the Condominium Deposits, as well
as all Contract Deposits held in the Accounts to the extent permitted under
applicable law;  (ii) 
the Condominium Release Payment Account and all amounts held in such account;  (iii) 
the Facility A Excess Proceeds Account and all amounts held in such account;  (iv) 
the Expense Reserve Account and all amounts held in such account; and  (v) 
to the extent not otherwise included, all Proceeds and products of any of the
foregoing.  For
purposes of this Agreement, Proceeds shall
mean all renewals thereof, including all securities, guaranties, warranties,
indemnity agreements, insurance policies, purchase and upgrade agreements, and
other agreements pertaining to the same or the property described therein,
together with whatever is receivable or received when any of the Collateral or
proceeds thereof are sold, collected, exchanged, or otherwise disposed of,
whether such disposition is voluntary or involuntary, including without
limitation, (a) all accounts, contract rights, chattel paper, instruments,
general intangibles and rights to payment of every kind now or at any time
hereafter arising from any such sale, lease, collection, exchange or other
disposition of any of the foregoing, (b) all rights to payment, including
returned premiums, with respect to any insurance relating to any of the
foregoing, and (c) all rights to payment with respect to any cause of
action affecting or relating to any of the foregoing (hereinafter called Proceeds).  (b)              All references to Default Interest Rate shall mean
the Default Rate.  6


(c)               All references to Purchasers shall mean the
purchasers under any Contract of Sale.  (d)              All references to Residence Apartments Purchase
Agreements shall mean the Contracts of Sale.  (e)               All references to Sales Agreement Deposits shall
mean Contract Deposits.  (f)               All references to Sales Deposit Escrow Account shall
mean the Condominium Deposit Account.  4.             Environmental Indemnity.  The Environmental Indemnity is hereby amended
as of the date hereof by deleting Article 23 of the Loan Agreement in Section 17
and inserting in lieu thereof Article XXIV of the Loan Agreement.  5.             Completion Guaranty.  The Completion Guaranty is hereby amended as
of the date hereof as follows:  (a)               Section 4 is amended by deleting Section 12.1
of the Loan Agreement and inserting in lieu thereof Section 11.1 of the
Loan Agreement.  (b)              Section 13 is amended by deleting Article 23
of the Loan Agreement and inserting in lieu thereof Article XXIV of the
Loan Agreement.  6.             Recourse Guaranty.  The Recourse Guaranty is hereby amended as of
the date hereof by deleting Article 23 of the Loan Agreement in Section 10
and inserting in lieu thereof Article XXIV of the Loan Agreement.  7.               Ratification of Loan Documents; No Defenses.
Except as expressly modified and amended herein and in the Second Amendment to
Recorded Loan Documents, as the case may be, all of the terms, covenants,
promises, warranties, representations and conditions of the Loan Documents
shall remain in full force and effect. 
The Loan Documents, as amended
by this Second Amendment and the Second Amendment to Recorded Loan Documents,
as the case may be, are hereby acknowledged, ratified, confirmed, authorized,
approved and affirmed in all respects. Borrower hereby acknowledges, confirms
and warrants to Agent and Lenders that as
of the date of this Second Amendment it has no defenses, claims, rights
of set-off or counterclaims against Agent or Lenders under, arising out of, or
in connection with any  7


of the Loan Documents to which it is a party or
against any of the indebtedness evidenced, advanced or secured thereby, any and
all of which Borrower hereby expressly waives.  8.               Joinder and Ratification by Guarantors. Each
Guarantor hereby acknowledges, ratifies, confirms and affirms that the Facility
A Notes, the Facility B-1 Notes, the Facility B-2 Notes, the Facility C-1 Notes
and the Facility C-2 Notes have been issued as set forth in the Amended and
Restated Loan Agreement.  The Loan Documents,
as amended by this Second
Amendment, and the Keep Whole Letters are hereby acknowledged, ratified,
confirmed, authorized and approved and affirmed in all respects by each
Guarantor.  Each Guarantor hereby
reaffirms and ratifies its obligations, representations and warranties under
the Guaranties to Agent and Lenders with respect to its obligations under each
Note. Each Guarantor hereby acknowledges, confirms and warrants to Agent and
Lenders that as of the date of
this Second Amendment it has no defenses, claims, rights of set-off or counterclaims
against Agent or Lenders under, arising out of, or in connection with any of
the Loan Documents, to which it is a party, including the Keep Whole Letters
and Guaranties, or against any of the indebtedness evidenced, advanced or
guarantied thereby, any and all of which each Guarantor hereby expressly
waives.  9.               Joinder and Ratification by Holdings. Holdings
hereby acknowledges, ratifies, confirms and affirms that the Facility A Notes,
the Facility B-1 Notes, the Facility B-2 Notes, the Facility C-1 Notes and the
Facility C-2 Notes have been issued as set forth in the Amended and Restated
Loan Agreement.  The Loan Documents, as amended by this Second Amendment,
including the Pledge and Security Agreement, are hereby acknowledged, ratified,
confirmed, authorized and approved and affirmed in all respects by Holdings.
Holdings hereby reaffirms and ratifies its respective obligations,
representations and warranties under of the Loan Documents to which it is a
party to Agent and Lenders with respect to their obligations under each Note.
Holdings hereby acknowledges, confirms and warrants to Agent and Lenders that as of the date of this Second
Amendment it has no defenses, claims, rights of set-off or counterclaims
against Agent and Lenders under, arising out of, or in connection with any of
the Loan Documents to which it is a party, including the Pledge and Security
Agreement, or against any of the indebtedness evidenced, advanced or guarantied
thereby, any and all of which Holdings hereby expressly waives.  10.             Joinder and Ratification by Exclusive Resorts.
Exclusive Resorts  8


hereby acknowledges, ratifies, confirms and affirms
that the Facility A Notes, the Facility B-1 Notes, the Facility B-2 Notes, the
Facility C-1 Notes and the Facility C-2 Notes have been issued as set forth in
the Amended and Restated Loan Agreement. The Loan Documents, as amended by this Second Amendment,
including the Price Protection Letter and the Keep Whole Letters, are hereby
acknowledged, ratified, confirmed, authorized and approved and affirmed in all
respects by Exclusive Resorts. Exclusive Resorts hereby reaffirms and ratifies
its obligations, representations and warranties under any of the Loan Documents
to which it is a party, including the Price Protection Letter and the Keep
Whole Letters, to Agent and Lenders. 
Exclusive Resorts hereby acknowledges, confirms and warrants to Agent
and Lenders that as of the date
of this Second Amendment it has no defenses, claims, rights of set-off or
counterclaims against Agent and Lenders under, arising out of, or in connection
with any of the Loan Documents to which it is a party, including the Price
Protection and the Keep Whole Letters or against any of the indebtedness
evidenced, advanced or guarantied thereby, any and all of which Exclusive
Resorts hereby expressly waives.  11.             Joinder and Ratification by MII. MII hereby
acknowledges, ratifies, confirms and affirms that the Facility A Notes, the
Facility B-1 Notes, the Facility B-2 Notes, the Facility C-1 Notes and the
Facility C-2 Notes have been issued as set forth in the Amended and Restated
Loan Agreement. The Loan Documents, as
amended by this Second Amendment, including the Keep Whole Letters, are
hereby acknowledged, ratified, confirmed, authorized and approved and affirmed
in all respects by MII.  MII hereby
reaffirms and ratifies its obligations, representations and warranties under
any of the Loan Documents to which it is a party, including the Keep Whole
Letters, to Agent and Lenders.  MII
hereby acknowledges, confirms and warrants to Agent and Lenders that as of the date of this Second
Amendment it has no defenses, claims, rights of set-off or counterclaims
against Agent and Lenders under, arising out of, or in connection with any of
the Loan Documents to which it is a party, including the Keep Whole Letters or
against any of the indebtedness evidenced, advanced or guarantied thereby, any
and all of which MII hereby expressly waives.  12.             Confirmation of Lien. Borrower acknowledges and
agrees that the Mortgage, as amended, constitutes a valid first lien upon the
Land in favor of Agent and that the Loan Documents constitute valid and binding
agreements of obligations of the parties thereto with respect to the Loans. The
Property is and shall remain subject to and encumbered by the respective liens,
charges and encumbrances of the Mortgage and nothing herein shall affect or be
construed to affect the lien, charge or encumbrance of the  9


Mortgage or the priority thereof or of this Second
Amendment over other liens or encumbrances.  13.             No Oral Modification. This Second Amendment may
not be amended except upon the written agreement of all of the parties hereto;
provided that the foregoing shall not limit or modify the provisions set forth
in Section 23.2 of the Amended and Restated Loan Agreement relating to
amendments, waivers and modifications of the Loan Documents.  14.             Binding Upon Successors and Assigns. This Second
Amendment shall inure to the benefit of, and shall be binding upon, the parties
hereto and their respective successors and permitted assigns under the Amended
and Restated Loan Agreement.  15.             Headings. The headings of the sections and
subsections of this Second Amendment are for convenience of reference only and
shall not be considered a part hereof nor shall they be deemed to limit or
otherwise affect any of the terms or provisions hereof.  16.             Validity of Provisions. Any provision of this
Second Amendment which may prove unenforceable under law shall not affect the
validity of the other provisions hereof.  17.             Judicial Interpretation. Should any provision of
this Second Amendment, the Amended and Restated Loan Agreement or any of the
other Loan Documents require judicial interpretation, it is agreed that a court
interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more strictly construed against any party by reason of
the rule of construction that a document is to be construed more strictly
against the party who itself or through its agent prepared the same, it being
agreed that all parties hereto have participated in the preparation of this
Second Amendment.  18.             Time: Construction; Exhibits and Schedules. All
references to the singular or plural number or masculine, feminine or neuter
gender shall, as the context requires, include all others. All references to
sections, paragraphs, and exhibits are to this Second Amendment unless
otherwise specifically noted. The use of the words hereof, hereunder, herein
and words of similar import shall refer to this entire Second Amendment and not
to any particular section, paragraph or portion of this Second Amendment unless
otherwise specifically noted. All exhibits attached hereto are by this
reference made a part of this Second Amendment for all purposes.  10


19.             Counterparts.
This Second Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. 
Delivery of an executed counterpart of a signature page of this
Second Amendment by facsimile or electronic transmission of a PDF file shall be
effective delivery of a manually executed counterpart of this Second Amendment.  20.             Governing Law. THIS SECOND AMENDMENT WAS
NEGOTIATED IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A
SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION
EMBODIED HEREBY. IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION, MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECOND AMENDMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE AND APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO
THE FULLEST EXTENT PERMITTED BY LAW, EACH OF BORROWER. HOLDINGS, GUARANTOR,
EXCLUSIVE RESORTS AND MII HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS SECOND
AMENDMENT, AND THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS
OF LAW PROVISIONS THEREOF. 
NOTWITHSTANDING THE FOREGOING, PROVISIONS IN THIS SECOND AMENDMENT AND
THE OTHER LOAN DOCUMENTS WITH RESPECT TO THE CREATION, PERFECTION, PRIORITY,
ENFORCEMENT AND FORECLOSURE OF THE LIENS AND SECURITY INTERESTS CREATED
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE
IN WHICH THE PROJECT IS LOCATED.  21.             Conflicting Provisions. In the event of any
conflict between this Second Amendment or any of the Loan Documents, other than
the Amended and Restated Loan Agreement, the terms of this Second Amendment
shall govern and control.  In the event
of any conflict between this Second Amendment and the Amended and Restated Loan  11


Agreement, the terms of the Amended and Restated
Loan Agreement shall govern and control. 
Whenever possible, the provisions of this Second Amendment shall be
deemed supplemental to and not in derogation of the terms of the Notes, the
Amended and Restated Loan Agreement and the other Loan Documents.  22.             Entire Agreement. The Amended and Restated Loan
Agreement and the other Loan Documents, as modified by this Second Amendment or
the Second Amendment to Recorded Loan Documents, as the case may be, and the
other documents executed and delivered in connection herewith constitute the
entire agreement among the parties with respect to the subject matter hereof,
and all understandings (oral or written) and agreements heretofore had among
the parties are merged in or contained in such documents.  23.             SUBMISSION TO JURISDICTION. TO THE GREATEST
EXTENT PERMITTED BY LAW, EACH OF BORROWER. HOLDINGS, GUARANTOR, EXCLUSIVE
RESORTS AND MII HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE MARSHALLING OF
ASSETS BY THE AGENT. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING
TO THIS SECOND AMENDMENT (EACH, A PROCEEDING), EACH OF BORROWER. HOLDINGS,
GUARANTOR, EXCLUSIVE RESORTS AND MII IRREVOCABLY (A) SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE CIRCUIT COURT OF THE SECOND CIRCUIT, STATE OF
HAWAII, THE FEDERAL DISTRICT COURT FOR THE DISTRICT OF HAWAII, OR ANY FEDERAL
OR STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK, AND (B) WAIVES ANY
OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY
PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT,
WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION
OVER SUCH PARTY. NOTHING IN THIS SECOND AMENDMENT SHALL PRECLUDE THE AGENT OR
ANY LENDER FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE
BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING
OF A PROCEEDING IN ANY OTHER JURISDICTION. EACH OF BORROWER. HOLDINGS, GUARANTOR,
EXCLUSIVE RESORTS AND MII FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY
METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF  12


PROCESS IN ANY PROCEEDING IN THE CIRCUIT COURT OF
THE SECOND CIRCUIT, STATE OF HAWAII, THE FEDERAL DISTRICT COURT FOR THE
DISTRICT OF HAWAII, OR ANY FEDERAL OR STATE COURT SITTING IN NEW YORK COUNTY,
NEW YORK, MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, DIRECTED TO EACH OF BORROWER. HOLDINGS, GUARANTOR, EXCLUSIVE RESORTS
AND MII AT THE ADDRESS INDICATED IN THE AMENDED AND RESTATED LOAN AGREEMENT,
AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF SUCH PARTY
SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS
AFTER THE SAME SHALL HAVE BEEN SO MAILED.  24.             WAIVER OF JURY TRIAL. BORROWER, HOLDINGS,
GUARANTOR, EXCLUSIVE RESORTS AND MII, LENDERS AND AGENT HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY FOREVER WAIVE THE RIGHT TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON THIS SECOND AMENDMENT OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS SECOND AMENDMENT, THE AMENDED AND RESTATED
LOAN AGREEMENT, THE NOTES OR ANY OTHER DOCUMENTS EXECUTED IN CONJUNCTION
HEREWITH OR THEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY OR THE EXERCISE BY ANY
PARTY OF ITS RIGHTS UNDER THIS SECOND AMENDMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR IN ANY WAY ARISING OUT OF OR RELATED IN ANY MANNER WITH THE
SUBJECT MATTER HEREOF OR THEREOF (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO
RESCIND OR CANCEL THIS SECOND AMENDMENT OR ANY OF THE LOAN DOCUMENTS AND ANY
CLAIM OR DEFENSE ASSERTING THAT THIS SECOND AMENDMENT OR ANY OTHER LOAN
DOCUMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). EACH OF
BORROWER. HOLDINGS, GUARANTOR, EXCLUSIVE RESORTS AND MII ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT FOR AGENT AND THE LENDERS TO ENTER INTO AND
ACCEPT THIS SECOND AMENDMENT.  25.             Further Assurances. Each party hereto agrees
promptly to do, make, execute and deliver all such additional and further acts,
things, deeds, assurances, instruments and documents as the other party may
reasonably request to vest in and  13


assure to the requesting party its rights (and/or to
confirm the agreements and obligations of the non-requesting party) hereunder
or under any of the Loan Documents. Without limitation of the foregoing, each
party agrees to provide such assurances concerning the effectiveness of this
Second Amendment as the other
party may reasonably request.  [remainder of page intentionally
left blank; signature pages follow]  14


[Signature Page to Second
Omnibus Amendment to Construction Loan Documents]  IN WITNESS WHEREOF, the parties
hereto have caused this Second Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written.  KAPALUA BAY, LLCBy:
  Kapalua Bay Holdings, LLC, its Managing MemberBy:
  MLP KB Partner LLC, its Managing MemberBy:
  Maui Land & Pineapple Company, Inc., Managing MemberBy:
  /s/ Adele H.
  SumidaName:
  Adele H. SumidaTitle:
  Controller &
  SecretaryBy:
  /s/
  Randall H. EndoName:
  Randall
  H. EndoTitle:
  Vice
  PresidentCENTRAL PACIFIC BANK, as AgentBy:
  /s/ Ryan M. HaradaName:
  Ryan M. HaradaTitle:
  Executive
  Vice PresidentCENTRAL
  PACIFIC BANKBy:
  /s/ Ryan M. HaradaName:
  Ryan M. HaradaTitle:
  Executive
  Vice President


DEUTSCHE HYPOTHEKENBANK (ACTIEN-GESELLSCHAFT)By:
  /s/ Dirk WilkeName:
  Dirk WilkeTitle:
  authorized officerBy:
  /s/ Michael MullerName:
  Michael MullerTitle:
  authorized
  officerLANDESBANK BADEN-WÜRTTEMBERGBy:
  /s/ Diet MilhelmName:
  Dietmar
  WilhelmTitle:
  Vice
  PresidentBy:
  /s/
  Nicole SchumacherName:
  Nicole
  SchumacherTitle:
  Assistant
  Vice PresidentSWEDBANK AB (PUBL), NEW YORK BRANCHBy:
  /s/
  John MatthewsName:
  John
  MatthewsTitle:
  General
  ManagerBy:
  /s/
  Donald WeissName:
  Donald
  WeissTitle:
  Vice
  President


LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation, as debtor and
  debtor in possession in its Chapter 11 case in the United States Bankruptcy
  Court for the Southern District of New YorkBy:
  /s/ Gerald D. PietroforteName:
  Gerald D. PietroforteTitle:
  Authorized
  SignatoryMH KAPALUA VENTURE, LLCBy:
  Marriott Two Flags, LP,its sole memberBy:
  Marriott Ownership Resorts, Inc.,its general partnerBy:
  /s/ William J. TennisName:
  William J. TennisTitle:
  Vice PresidentMAUI LAND & PINEAPPLE COMPANY, INC.By:
  /s/ Adele H. SumidaName:
  Adele
  H. SumidaTitle:
  Controller &
  SecretaryBy:
  /s/ Randall H. EndoName:
  Randall H. EndoTitle:
  Vice
  PresidentTHE RITZ-CARLTON DEVELOPMENT COMPANYBy:
  /s/ William J. TennisName:
  William J. TennisTitle:
  Vice
  President


EXCLUSIVE RESORTS DEVELOPMENT COMPANY, LLCBy:
  /s/ Brent L. HandlerName:
  Brent L. HandlerTitle:
  PresidentEXCLUSIVE RESORTS, LLCBy:
  /s/ Brent L. HandlerName:
  Brent L. HandlerTitle:
  PresidentMARRIOTT INTERNATIONAL, INC.By:
  /s/ William J. TennisName:
  William J. TennisTitle:
  Vice PresidentKAPALUA BAY HOLDINGS, LLCBy:
  MLP KB Partner LLC, its Managing MemberBy:
  Maui Land & Pineapple Company, Inc., Managing MemberBy:
  /s/ Adele H. SumidaName:
  Adele H. SumidaTitle:
  Controller &
  SecretaryBy:
  /s/
  Randall H. EndoName:
  Randall
  H. EndoTitle:
  Vice
  President