Exhibit 10.11


 


FIRST AMENDMENT TO PURCHASE AND
SALE AGREEMENT


 


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


 


For good and valuable consideration, the receipt and sufficiency of
which is acknowledged, Seller and Buyer hereby amend that certain Purchase and
Sale Agreement dated March 14, 2006 (the “Original Agreement”), pertaining to
the sale of a portion of Tax Map Key
No. (2) 2-3-7:1 (the “Property”) as follows: 


 


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


 


1.             Property.  Subject to the terms and conditions set forth
in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to buy from
Seller the real properties identified as the southern portion of Tax Map Key No. (2) 2-3-7:1, consisting of approximately 157.116 acres,
more or less, including access to and from Kekaulike Road on the mauka portion
of the property, located in Kula, Maui, Hawaii, as shown in Exhibit A, together
with one two-inch (2”) County of Maui Department of Water Supply water meter,
providing potable water, as well as all of Seller’s interest in any other
appurtenant rights, privileges, easements, licenses, permits, or rights of way
appurtenant to such real property (“Property”), which water meter is currently
located upon the Property.  The Buyer and
Seller understand and agree that an accurate survey of the Property has not
been completed as of the date of this Contract, and the results of the survey
will accurately describe the boundaries of the Property, and acreage of the
Property to be transferred to the Buyer.


 


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


 


2.             Purchase
Price.  The purchase price (“Purchase
Price”) for the Property shall be Four million fifty-seven
thousand  two hundred seven and
no/100 dollars ($4,057,207.00), based upon the sale of 157.116 acres  (therefore, at the rate of $25,823.00 per
acre).  The purchase price shall be
adjusted, prorata, if the actual acreage transferred to the Buyer is adjusted
prior to closing.


 


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


 


a.             Due
Diligence Period.  From the date of
execution of the Original Agreement until 5:00 p.m. (HST) on the 10th day
following the delivery of the survey map showing the Property boundaries as
realigned


 

















 


per Section 4.(c)) and waterlines and reservoir easements (the “Due
Diligence Period”), Buyer, at Buyer’s expense, may review, survey and
investigate (a) the physical and environmental condition of the Property, (b)
the character, quality, and general utility of the Property, (c) the zoning,
land use, environmental and building requirements and restrictions applicable
to the Property, (d) the state of title to the Property, and (e) any and all
other documents and matters Buyer feels are necessary to evaluate the Property
and determine its acceptability to Buyer (“Due Diligence”).  The Seller shall make available to Buyer, for
Buyer’s review and use, copies of all maps, surveys, appraisals, reports or
other investigative studies conducted by Seller regarding the Property.  Such information shall include, but not be
limited to, future anticipated farming activities upon the Property and
adjacent properties owned by the Seller, water supplies, reservoirs and
waterlines located on the Property and maintenance and repair of such
facilities, existing and future agreements with third parties regarding the use
and maintenance of the water supplies and facilities, anticipated easements for
access and utilities, available precipitation reports, any existing leases
issued to third parties for the use of the Property, and a history of the
farming of the Property and occupancy of the residential improvements located
thereon.  Seller shall permit Buyer to
inspect and, at Buyer’s expense, copy the files provided by Seller pursuant to
this section (excluding any confidential or privileged materials).


 


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


 


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


 


3 lots of 2-acre minimum size


2 lots of 15-acre minimum size


2 lots of 25-acre minimum size


1 lot of 40-acre minimum size


 


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


 


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


 


f.              Waterline and
Access Easements.  As soon as
reasonably possible, Seller shall provide a map to the Buyer which shall
identify all


 


2

















 


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


 


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


 


	
  MAUI LAND & PINEAPPLE COMPANY, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By 

  	
  /S/ ROBERT I. WEBBER

  	
   

  	
   

  	
   

  
	
   

  	
  Its 

  	
  CFO & SVP/Business Development

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By 

  	
  /S/ RANDALL H. ENDO

  	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
  Vice President/ Community Development

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Seller”

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /S/ DAVID C. COLE

  	
   

  	
   

  	
   

  
	
  David C. Cole

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /S/ MARGARET COLE

  	
   

  	
   

  	
   

  
	
  Margaret Cole

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Buyer”

  	
   

  	
   

  	
   

  
							



 


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