Exhibit 10.1
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED BASED UPON A REQUEST
FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION
SALE, PURCHASE AND LEASE TERMINATION AGREEMENT
THIS SALE, PURCHASE AND LEASE TERMINATION AGREEMENT (this "Agreement"), entered
into as of the 28th day of March, 2007, by and among MAUI LAND & PINEAPPLE
COMPANY, INC., a Hawaii corporation ("Seller"), W2005 KAPALUA/GENGATE HOTEL
REALTY, L.L.C., a Delaware limited liability company ("Purchaser"), and W2005
KAPALUA/GENGATE HOTEL HOLDINGS, L.L.C., a Delaware limited liability company
(the "Company").
WITNESSETH:
In consideration of the mutual covenants set forth herein, the parties hereto
hereby agree as follows:
SECTION 1.
SALE AND PURCHASE.
SELLER, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, HEREBY AGREES TO SELL, CONVEY
AND CONTRIBUTE TO PURCHASER, AND PURCHASER HEREBY AGREES TO PURCHASE AND ACCEPT
FROM SELLER, FOR THE PURCHASE PRICE (HEREIN DEFINED) AND ON AND SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH HEREIN, THE FOLLOWING:
(A)
GOOD AND MARKETABLE TITLE IN FEE SIMPLE TO
THE TRACTS OR PARCELS OF LAND SITUATED IN MAUI COUNTY, HAWAII MORE PARTICULARLY
DESCRIBED ON EXHIBIT "A" ATTACHED HERETO (COLLECTIVELY, THE "LEASE TRACT"),
BEING THE SAME PARCELS OF LAND LEASED BY PURCHASER FROM SELLER PURSUANT TO THAT
CERTAIN SECOND AMENDED AND RESTATED HOTEL GROUND LEASE EFFECTIVE AS OF JANUARY
31, 2001 BETWEEN SELLER, AS LESSOR, AND RCK HAWAII, LLC D/B/A RCK HAWAII-MAUI, A
DELAWARE LIMITED LIABILITY COMPANY ("ORIGINAL LESSEE"), AS LESSEE, THE RIGHTS OF
ORIGINAL LESSEE THEREUNDER HAVING BEEN ASSIGNED TO PURCHASER PURSUANT TO THAT
CERTAIN ASSIGNMENT AND ASSUMPTION OF LESSEE'S INTEREST IN GROUND LEASE AND
RELATED AGREEMENTS DATED MARCH 13, 2006, BETWEEN ORIGINAL LESSEE AND PURCHASER
(SAID SECOND AMENDED AND RESTATED HOTEL GROUND LEASE, AS ASSIGNED TO PURCHASER
IS REFERRED TO HEREIN AS THE "2001 LEASE"), TOGETHER WITH ALL RIGHTS,
APPURTENANCES, MINERAL RIGHTS (IF ANY), RIGHTS OF UTILITY AVAILABILITY
(INCLUDING WATER, SANITARY SEWER AND DRAINAGE) GRANTED OR TO BE GRANTED BY ANY
UTILITY, MAUI COUNTY OR ANY OTHER GOVERNMENTAL AUTHORITY, ALL DEVELOPMENT RIGHTS
AND PRIVILEGES APPURTENANT TO THE LEASE TRACT, INCLUDING RIGHTS UNDER RECIPROCAL
EASEMENT AGREEMENTS OR OTHER RECORDED OR UNRECORDED INSTRUMENTS BENEFITING THE
LEASE TRACT, AND RIGHTS TO ANY AND ALL ADJACENT EASEMENTS, STRIPS, GORES,
STREETS, ALLEYS, RIGHTS-OF-WAY OR WATERWAYS THERETO;
(B)
ALL BUILDINGS AND IMPROVEMENTS (THE
"IMPROVEMENTS") OWNED BY SELLER AND LOCATED ON THE LEASE TRACT, IF ANY;
(C)
ALL TANGIBLE PERSONAL PROPERTY AND
FIXTURES, INCLUDING ALL FURNISHINGS OWNED BY SELLER AND SITUATED ON, ATTACHED TO
OR USED IN CONNECTION WITH THE LEASE TRACT OR IMPROVEMENTS ("PERSONALTY");
(D)
ALL OF SELLER'S RIGHTS, IF ANY, (INCLUDING
AS APPLICANT) UNDER EXISTING LAHAINA PROJECT DISTRICT 1 APPROVALS (OTHER THAN
THOSE WITH RESPECT TO ALLOCATIONS [HEREINAFTER DEFINED]), SPECIAL MANAGEMENT
AREA PERMITS, OTHER ZONING OR SUBDIVISION APPROVALS, AND WATER, SEWER,
WASTEWATER AND OTHER UTILITY RIGHTS THAT HAVE BEEN ISSUED WITH RESPECT TO THE
HOTEL (HEREINAFTER DEFINED), AND THE CURRENT AND FUTURE DEVELOPMENT OF THE LEASE
TRACT OTHER THAN THE PORTIONS OF THE