Exhibit 10.2
Loan No. 0426195000
FIFTH AMENDMENT TO
REVOLVING LINE OF CREDIT LOAN AGREEMENT
This Fifth Amendment to Revolving Line of Credit Loan Agreement (this
"Amendment") is entered into by and between American AgCredit, FLCA ("Lender")
and Maui Land & Pineapple Company, Inc., a Hawaii corporation ("Borrower"), to
be effective as of October 9, 2009 (the "Effective Date").
RECITALS
A.
BORROWER AND LENDER ARE PARTIES TO A REVOLVING LINE OF CREDIT LOAN
AGREEMENT DATED SEPTEMBER 1, 2005 AND AMENDED BY A FIRST AMENDMENT DATED AS OF
DECEMBER 4, 2006, A SECOND AMENDMENT DATED AS OF SEPTEMBER 30, 2008, A THIRD
AMENDMENT DATED AS OF DECEMBER 31, 2008, AND A FOURTH AMENDMENT DATED AS OF
DECEMBER 31, 2008 (AS IT MAY BE FURTHER AMENDED, RESTATED, MODIFIED OR
SUPPLEMENTED FROM TIME TO TIME, THE "CREDIT AGREEMENT").
(CAPITALIZED TERMS
USED BUT NOT OTHERWISE DEFINED IN THIS AMENDMENT SHALL HAVE THE MEANINGS GIVEN
TO THEM IN THE CREDIT AGREEMENT.)
B.
BORROWER HAS REQUESTED THAT LENDER AGREE TO MODIFY CERTAIN TERMS OF THE
CREDIT AGREEMENT.
LENDER IS WILLING TO DO SO ON THE TERMS AND CONDITIONS SET
FORTH IN THIS AMENDMENT.
Accordingly the parties agree as follows:
1.
CONDITIONS PRECEDENT.
THE MODIFICATION
PROVIDED FOR HEREIN IS HEREBY GRANTED PROVIDED THAT THE FOLLOWING CONDITIONS
PRECEDENT ARE SATISFIED BY A DATE ACCEPTABLE TO LENDER IN ITS SOLE DISCRETION:
1.1
LENDER SHALL HAVE RECEIVED ONE OR MORE
COUNTERPARTS OF THIS AMENDMENT DULY EXECUTED AND DELIVERED BY BORROWER AND EACH
GUARANTOR.
1.2
ALL OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE CREDIT AGREEMENT SHALL CONTINUE TO BE TRUE AND CORRECT AND
REMAIN IN FULL FORCE AND EFFECT AS OF THE DATE OF THIS AMENDMENT.
1.3
BORROWER SHALL HAVE PAID TO LENDER A FEE
(THE "AMENDMENT FEE") IN THE AMOUNT OF $125,000.00.
THE AMENDMENT FEE SHALL BE
CONSIDERED FULLY EARNED AND NON-REFUNDABLE UPON ITS RECEIPT BY LENDER AND NO
PORTION THEREOF SHALL BE REFUNDABLE TO BORROWER UNDER ANY CIRCUMSTANCES.
NOTWITHSTANDING THE DATE ON WHICH THE ABOVE CONDITIONS HAVE BEEN SATISFIED, THE
INTEREST CHANGES PROVIDED FOR IN THIS AMENDMENT SHALL BE DEEMED TO HAVE BECOME
EFFECTIVE AS OF OCTOBER 1, 2009 AND THE NEW INTEREST RATES SET FORTH IN THIS
AMENDMENT SHALL BE EFFECTIVE RETROACTIVELY TO OCTOBER 1, 2009.
2.
AMENDMENTS.
PROVIDED THAT THE
CONDITIONS SPECIFIED IN SECTION 1 OF THIS AMENDMENT HAVE BEEN SATISFIED, THE
CREDIT AGREEMENT SHALL BE MODIFIED AND AMENDED AS FOLLOWS:
2.1
AMENDED AND RESTATED DEFINITIONS.
THE
FOLLOWING DEFINITIONS SET FORTH IN SECTION 1 OF THE AGREEMENT ARE HEREBY AMENDED
AND RESTATED TO READ AS FOLLOWS:
"APPLICABLE SPREAD" SHALL MEAN 4.25%.
"BASE RATE" SHALL MEAN THE LIBOR MARKET INDEX RATE.
1
"CASH EQUIVALENTS" SHALL MEAN (A) SECURITIES ISSUED, GUARANTEED OR INSURED BY
THE UNITED STATES OF AMERICA OR ANY OF ITS AGENCIES WITH MATURITIES OF NOT MORE
THAN ONE YEAR FROM THE DATE ACQUIRED; (B) CERTIFICATES OF DEPOSIT WITH
MATURITIES OF NOT MORE THAN ONE YEAR FROM THE DATE ACQUIRED ISSUED BY A UNITED
STATES FEDERAL OR STATE CHARTERED COMMERCIAL BANK OF RECOGNIZED STANDING, OR A