OF SUCH PERSON TO PURCHASE, REDEEM, RETIRE,
DEFEASE OR OTHERWISE MAKE ANY PAYMENT IN RESPECT OF ANY MANDATORILY REDEEMABLE
STOCK ISSUED BY SUCH PERSON OR ANY OTHER PERSON, VALUED AT THE GREATER OR ITS
VOLUNTARY OR INVOLUNTARY LIQUIDATION PREFERENCE PLUS ACCRUED AND UNPAID
DIVIDENDS; (G) NET OBLIGATIONS UNDER ANY DERIVATIVE CONTRACT (WHICH SHALL BE
DEEMED TO HAVE AN AMOUNT EQUAL TO THE TERMINATION VALUE THEREOF AT SUCH TIME BUT
IN NO EVENT SHALL BE LESS THAN ZERO); AND (H) ALL INDEBTEDNESS OF OTHER PERSONS
WHICH (I) SUCH PERSON HAS GUARANTEED OR IS OTHERWISE RECOURSE TO SUCH PERSON OR
(II) IS SECURED BY A LIEN ON ANY PROPERTY OF SUCH PERSON.
FOR PURPOSES OF THIS
DEFINITION, (X) THE AMOUNT OF ANY INDEBTEDNESS REPRESENTED BY A GUARANTY OR
OTHER SIMILAR INSTRUMENT SHALL BE THE LESSER OF THE PRINCIPAL AMOUNT OF THE
OBLIGATIONS GUARANTEED AND OUTSTANDING AND THE MAXIMUM AMOUNT FOR WHICH THE
GUARANTEEING PERSON MAY BE LIABLE PURSUANT TO THE TERMS OF THE GUARANTY, AND
(Y) THE AMOUNT OF ANY INDEBTEDNESS DESCRIBED IN CLAUSE (H)(II) ABOVE SHALL BE
THE LOWER OF THE AMOUNT OF THE OBLIGATION AND THE FAIR MARKET VALUE OF THE
ASSETS SECURING SUCH OBLIGATION.
"LIBOR MARKET RATE INDEX" SHALL MEAN, FOR ANY DAY, THE LIBOR RATE AS OF THAT DAY
FOR ONE-MONTH DEPOSITS IN U.S. DOLLARS AT APPROXIMATELY 9:00 A.M. PACIFIC TIME
FOR SUCH DAY (OR IF SUCH DAY IS NOT A BUSINESS DAY, THE IMMEDIATELY PRECEDING
BUSINESS DAY).
THE LIBOR MARKET INDEX RATE SHALL BE DETERMINED ON A DAILY
BASIS.
"MANDATORILY REDEEMABLE STOCK" SHALL MEAN, WITH RESPECT TO ANY PERSON, ANY
EQUITY INTEREST OF SUCH PERSON WHICH BY THE TERMS OF SUCH EQUITY INTEREST (OR BY
THE TERMS OF ANY SECURITY INTO WHICH IT IS CONVERTIBLE OR FOR WHICH IT IS
EXCHANGEABLE OR EXERCISABLE), UPON THE HAPPENING OF ANY EVENT OR OTHERWISE,
(A) MATURES OR IS MANDATORILY REDEEMABLE, PURSUANT TO A SINKING FUND OBLIGATION
OR OTHERWISE (OTHER THAN AN EQUITY INTEREST TO THE EXTENT REDEEMABLE IN EXCHANGE
FOR COMMON STOCK OR OTHER EQUIVALENT COMMON EQUITY
4
INTERESTS AT THE OPTION OF THE ISSUER OF SUCH EQUITY INTEREST), (B) IS
CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR INDEBTEDNESS OR MANDATORILY
REDEEMABLE STOCK, OR (C) IS REDEEMABLE AT THE OPTION OF THE HOLDER THEREOF, IN
WHOLE OR PART (OTHER THAN AN EQUITY INTEREST WHICH IS REDEEMABLE SOLELY IN
EXCHANGE FOR COMMON STOCK OR OTHER EQUIVALENT COMMON EQUITY INTERESTS), IN EACH
CASE ON OR PRIOR TO THE DATE ON WHICH ALL LOANS ARE SCHEDULED TO BE DUE AND
PAYABLE IN FULL.
"MPC" SHALL MEAN MAUI PINEAPPLE COMPANY, LTD., A HAWAII CORPORATION, OR A
SUCCESSOR ENTITY 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
REASONABLE DISCRETION.
"NONRECOURSE INDEBTEDNESS" SHALL MEAN, WITH RESPECT TO A PERSON, INDEBTEDNESS
FOR BORROWED MONEY IN RESPECT OF WHICH RECOURSE FOR PAYMENT (EXCEPT FOR
CUSTOMARY EXCEPTIONS FOR FRAUD, MISAPPLICATION OF FUNDS, ENVIRONMENTAL
INDEMNITIES, AND OTHER SIMILAR CUSTOMARY EXCEPTIONS TO NONRECOURSE